Transfer of Ownership Checklist

Transfer of Ownership Checklist

Include this checklist with your transfer request. Incomplete packets will be returned. Allow 90 days for processing. Status checks will not be granted prior to 90 days. The applicant may be contacted for additional information (NRS 453A, R092-17AP). Questions: MJChange@tax.state.nv.us.

Date:_________ Point of Contact Name: ____________________________________ Phone: ____________________

Please include establishment ID, name and date of request on all documents. Complete Notice of Transfer of Interest documents in this packet. Current ownership percentages in Section I III, Sub. 1, "Prior to Transfers" must match ownership percentages on record with the Division. Proposed ownership percentages in Section III, Sub 1, "Subsequent to Transfer" must total 100%.

If one individual/entity has authority to legally act on behalf of all owners, include documentation signed by all II owners authorizing transfer of authority to that one individual. III Original, notarized signatures of current and proposed owners (Section IV).

Agent cards & background checks up to date for owners, officers and board members. Each officer and board member must have current agent cards. Owners with over 5% interest must have agent cards. Owners IV with less than 5% must have background checks within the past 5 years but do not need agent cards. For background checks, complete Agent Card Application pgs 4, 10, 11 &13. Application is available at the Agent Card Portal:

Organizational chart of new ownership structure including officers and board members. Ownership V percentages must be specified in the organizational chart and equal 100 percent.

VI All business entity information must match current registration with Nevada Secretary of State.

Ensure all transferors and transferees are in compliance with Department rules and regulations, including VII but not limited to, returns, liabilities and debts.

Nevada Business Registration form for each establishment making change. If fees are required, Department VIII staff will contact the entity (NRS372.125-372.135).

IX If changing Point of Contact, include the form available on the Marijuana Forms web site. Include a "No Monopoly Attestation Letter." This is a letter drafted by the applicant and signed by all the

X proposed owners stating that the proposed transfer will not result in any one person, group or entity owning more than 10% of the marijuana establishments allocable in the jurisdiction.

XI If 100% ownership transfer: Include proof of $250,000 liquid assets (Bank statements, CPA attestation) XII If 100% ownership transfer: Include the Estoppel Certificate (Pg 6). XIII All legal contracts/agreements detailing ownership transaction(s).

Submission instructions: E-mail documents to MJChange@tax.state.nv.us. E-mail is not recommended for security reasons. Hard copies may be submitted at any Nevada Department of Taxation Office or mailed to:

Nevada Department of Taxation, Marijuana Enforcement Division 1550 East College Pkwy Carson City, NV 89706.

Received by/date: Tax compliance check/date/status: E-filed/hard copy date:

For internal use only Approved/denied date: NBR submitted to processing by/date: Updated in TAS by/date:

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Include All Establishment 20-Digit License Numbers to Which This Transfer Applies Attach multiple copies of this form if needed.

20-Digit License/Certificate Number Company Name

Establishment Code (example C901)

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Include All Establishment Codes, Names, Addresses to Which This Transfer Applies Attach multiple copies of this form if needed.

Establishment Code, list only one (example C901):__________ License Jurisdiction: ____________________________

Establishment Name, list only one: ____________________________________________________________________

License Number: ______________________________ Tax ID: _____________________________________________

Establishment Address: _____________________________________________________________________________

City:__________________ ZIP: ________________ POC Name Prior to Transfer: ____________________________

POC Transfer request included

Yes

No

Establishment Code, list only one (example C901):__________ License Jurisdiction: ____________________________

Establishment Name, list only one: ____________________________________________________________________

License Number: ______________________________ Tax ID: _____________________________________________

Establishment Address: _____________________________________________________________________________

City:__________________ ZIP: ________________ POC Name Prior to Transfer: ____________________________

POC Transfer request included

Yes

No

Establishment Code, list only one (example C901):__________ License Jurisdiction: ____________________________

Establishment Name, list only one: ____________________________________________________________________

License Number: ______________________________ Tax ID: _____________________________________________

Establishment Address: _____________________________________________________________________________

City:__________________ ZIP: ________________ POC Name Prior to Transfer: ____________________________

POC Transfer request included

Yes

No

Establishment Code, list only one (example C901):__________ License Jurisdiction: ____________________________

Establishment Name, list only one: ____________________________________________________________________

License Number: ______________________________ Tax ID: _____________________________________________

Establishment Address: _____________________________________________________________________________

City:__________________ ZIP: ________________ POC Name Prior to Transfer: ____________________________

POC Transfer request included

Yes

No

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STEVE SISOLAK Governor

JAMES DEVOLLD Chair, Nevada Tax Commission

MELANIE YOUNG Executive Director

STATE OF NEVADA DEPARTMENT OF TAXATION

Web Site:

1550 College Parkway, Suite 115 Carson City, Nevada 89706-7937 Phone: (775) 684-2000 Fax: (775) 684-2020

LAS VEGAS OFFICE Grant Sawyer Office Building, Suite1300

555 E. Washington Avenue Las Vegas, Nevada 89101 Phone: (702) 486-2300 Fax: (702) 486-2373

RENO OFFICE 4600 Kietzke Lane Building L, Suite 235 Reno, Nevada 89502 Phone: (775) 687-9999 Fax: (775) 688-1303

HENDERSON OFFICE 2550 Paseo Verde Parkway, Suite 180

Henderson, Nevada 89074 Phone: (702) 486-2300 Fax: (702) 486-3377

NOTICE OF TRANSFER OF INTEREST

(Pursuant to NRS 453A and 453D and the Regulations of the Department of Taxation)

INSTRUCTIONS: This form MUST BE TYPEWRITTEN OR PRINTED LEGIBLY and submitted to the MARIJUANA ENFORCEMENT DIVISION (Department of Taxation). The proposed transfer MAY NOT BE EFFECTED until approved by the MARIJUANA ENFORCEMENT DIVISION (Department of Taxation). TRANSFEREE must complete SECTION I; TRANSFEROR must complete SECTIONS II AND III. Attach copies of a ll documents involved in the proposed transfer of interest, i.e., notes, agreements, corporate minutes, etc. (If additional space is necessary, attach a separate schedule.)

SECTION I

Partnership Corporation

Limited Liability Company

Limited Partnership Other

1. Name of company

2. City/County business license number(s)

3. Secretary of State business registration number

4. State business license number

5. Full name of TRANSFEREE (TO whom interest willtransfer)

6. Residence address

Contact Phone #

7. Percentage to be acquired

Number of Shares/Units

SECTION II

1. Full name of TRANSFEROR (FROM whom interest will transfer)

2. Residence address

Contact phone #

3. Percentage to be transferred

Number of Shares/Units

4. Upon consummation of proposed transfer of interest, state your position and responsibilities:

5. Briefly explain the reason for the transfer:

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SECTION III

1. List below the ownership of the licensed business as it is BEFORE and will be AFTER the proposed transfer of interest is effected:

Prior to Transfer: Name

SCHEDULE OF OWNERSHIP

% Held No. of Shares/Units

If additional space is needed, please use a continuation page

Subsequent to Transfer: Name

% Held No. of Shares/Units

If additional space is needed, please use a continuation page

2. Total number of Shares Authorized

Number of Shares Issued

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SECTION IV

say:

(Print Name of TRANSFEREE)

, being first duly sworn, depose and

I have read the foregoing document entitled NOTICE OF TRANSFER OF INTEREST and know the contents thereof, and that the information contained in this application is true of my own knowledge and information.

STATE OF COUNTY OF

TRANSFEREE (Signature) ss.

SUBSCRIBED AND SWORN to before me this

day

of

,

.

Date

Notary Public

, being first duly sworn, depose and say:

(Print Name of TRANSFEROR)

I have read the foregoing document entitled NOTICE OF TRANSFER OF INTEREST and know the contents thereof, and that the information contained in this application is true of my own knowledge and information.

STATE OF COUNTY OF

TRANSFEROR (Signature) ss.

SUBSCRIBED AND SWORN to before me this

day

of

,

.

Date

Notary Public

2-8-2019

Notice of Transfer of Interest

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STEVE SISOLAK Governor

JAMES DEVOLLD Chair, Nevada Tax Commission

MELANIE YOUNG Executive Director

STATE OF NEVADA

DEPARTMENT OF TAXATION

Web Site:

1550 College Parkway, Suite 115 Carson City, Nevada 89706-7937 Phone: (775) 684-2000 Fax: (775) 684-2020

LAS VEGAS OFFICE Grant Sawyer Office Building, Suite1300

555 E. Washington Avenue Las Vegas, Nevada 89101 Phone: (702) 486-2300 Fax: (702) 486-2373

RENO OFFICE 4600 Kietzke Lane Building L, Suite 235 Reno, Nevada 89502 Phone: (775) 687-9999 Fax: (775) 688-1303

HENDERSON OFFICE 2550 Paseo Verde Parkway, Suite 180

Henderson, Nevada 89074 Phone: (702) 486-2300 Fax: (702) 486-3377

ESTOPPEL CERTIFICATE

Medical Marijuana Establishment Registration Certificate #:

Name of the party currently holding the MME Registration Certificate ("Transferor"):

Name of the party seeking approval to hold the MME Registration Certificate ("Transferee"):

For good and valuable consideration, the undersigned, a duly authorized representative of Transferee, hereby certifies as follows:

1. Transferor, the owner of a medical marijuana establishment ("MME"), currently holds the MME Registration Certificate issued by the Department of Taxation ("Department") and referenced above.

2. Pursuant to NRS 453A.334(2), Transferor and Transferee have requested that the Department approve a proposed transfer of the MME Registration Certificate from Transferor to Transferee.

3. Transferee recognizes that the Department generally requires any change in the ownership or control of the MME Registration Certificate to be effectuated by way of a transfer of the "entirety of the ownership interest in the [MME]" as contemplated by NRS 453A.334(2).

4. In lieu of requiring a transfer of the entirety of the ownership interest in the MME, the Department has agreed to approve the transfer of the MME Registration Certificate from Transferor to Transferee so long as Transferee assumes the Transferor's ownership of all of the MME's liabilities, including, but not limited to, any potential liability to the Department for unpaid taxes and fees; Transferee understands and acknowledges that such an assumption of liabilities is a necessary condition precedent to the transfer of the MME Registration Certificate because it reasonably approximates the continuity of ownership in the MME that would otherwise occur with a conveyance of stock or comparable equity securities in the Transferor.

5. Pursuant to its written agreement with Transferor, Transferee will assume the Transferor's ownership of all of the MME's liabilities, including any liability, whether known or unknown, for unpaid taxes or fees owed by the Transferor to the Department as of the date of execution of this Estoppel Certificate.

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STATE OF NEVADA DEPARTMENT OF TAXATION

6. Upon any lawful demand by the Department, Transferee will pay directly to the Department any liability for unpaid taxes or fees described in paragraph 5 above, and will further comply with all applicable requirements of NRS Chapter 453A.

7. Transferee understands and expects that the Department, in approving the transfer of the MME Registration Certificate, will rely upon the statements made in this Estoppel Certificate.

Signature:

Signature of Transferee

Print Name

Date

Notary:

State of Nevada County of

On (MONTH)

, (DAY) (YEAR)

(NAME)

personally appeared before me, and in my presence signed the attached document named or described as

, and dated

(SEAL)

(NOTARY PUBLIC) (DATE COMMISSION EXPIRES)

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