the commonwealth of massachusetts...11. please identify any management company that the applicant...

CHARLES D. BAKER Governor

KARYN E. POLITO Lieutenant Governor

INSTRUCTIONS

The Commonwealth of Massachusetts Executive Office of Health and Human Services

Department of Public Health Bureau of Health Care Safety and Quality

Medical Use of Marijuana Program 99 Chauncy Street, 11th Floor, Boston, MA 02111

MARYLOU SUODERS Secretary

MONICA BHAREL, MD, MPH Commlaaloner

Tel: 1517~-6370 -.ma•a.gov/medlcalmar!Ju•n•

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to Registration to

Operate a Registered Marijuana Dispensary

This application form is to be completed by a non-profit corporation that wishes to apply for a Certificate of Registration to operate a Registered Marijuana Dispensary ("RMD") in Massachusetts, and has been invited by the Department of Public Health (the "Department") to submit a Management and Operations Profile.

Once invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile within 45 days from the date of the invitation letter, or the applicant must submit a new Application of Intent and fee.

If invited by the Department to submit a Management and Operations Profile for more than one proposed RMD, you must submit a separate Management and Operations Profile, attachments, and application fee for each proposed RMD. Please identify each application of multiple applications by designating it as Application 1, 2 or 3 in the header of each application page. Please note that no executive, member, or any entity owned or controlled by such an executive or member, may directly or indirectly control more than three RMDs.

However, even if submitting a Management and Operations Profile for more than one RMD, an applicant need only submit one background check packet, including authorization forms for all required individuals, and fee associated with the background checks.

Unless indicated otherwise, all responses must be typed into the application fonns. Handwritten responses will not be accepted. Please note that character limits include spaces.

Attachments should be labelled or marked so as to identify the question to which it relates.

Each submitted application must be a complete, collated response, printed single-sided, and secured with a binder clip (no ring binders, spiral binding, staples, or folders).

JAN 2 8 2016

A.0 • ., •""" '1

' ' . ,,. ........ ·•'. -

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Mass Organic Therapy, Inc.

Application _2_ of _3 _ Applicant Non·Profit Corporation--------------

Mail or hand-deliver the Management and Operations Profile, with all required attachments, the $30,000 application fee, and completed Remittance Form to:

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, 11 •h Floor

Boston, MA 02111

All fees arc non-rcf undable and non-transferable.

REVIEW

Applications are reviewed in the order they are received.

After a completed application packet and fee is received by the Department, the Department will review the information and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they have met the standards necessary to be invited to submit a Siting Profile.

PROVISIONAL CERTIFICATE OF REGISTRATION

Applicants have one year from the date of the submission of the Management and Operations Profile to receive a Provisional Certificate of Registration. If an applicant does not receive a Provisional of Certificate of Registration after one year, the applicant must submit a new Application of Intent and fee.

REGULATIONS

For complete information regarding registration of an RMD, please refer to 105 CMR 725. l 00.

It is the applicant's responsibility to ensure that all responses are consistent with the requirements of 105 CMR 725.000, et seq., and any requirements specified by the Department, as applicable.

PUBLIC RECORDS

Please note that all application responses, including all attachments, will be subject to release pursuant to a public records request, as redacted pursuant to the requirements at M.G.L. c. 4, § 7(26).

QUESTIONS

If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or [email protected].

Infonnation on this page has been reviewed by the appli. d where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _

Management and Operations Profile -

M11:is Organic Therapy, Inc.

Application _2_ of]....__ Applicant Non-Profit Corporation--------------

CHECKLIST

The forms and documents listed below must accompany each application, and be submitted as outlined above:

IZl A fully and properly completed Management and Operations Profile, signed by an authorized signatory of the applicant non-profit corporation (the "Corporation")

0 A copy of the Corporation's Articles of Incorporation

IZl A copy of the Corporation's Certificate of Good Standing from the Massachusetts Secretary of State

IZl A copy of the Corporation's bylaws

0 An Employment and Education form (use template provided) for each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations

0 A bank or cashier's check made payable to the Commonwealth of Massachusetts for $30,000

IZl A completed Remittance Form (use template provided)

0 A scaled envelope with the name of the Corporation and marked "authorization forms," that contains the background check authorization fonns (use fonns provided) and fee, for each of the following actors:

• Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; individual/entity responsible for marijuana for medical use cultivation operations; individual/entity responsible for the RMD security plan and security operations; each member of the Board of Directors; each Member of the Corporation, if any; and each person and entity known to date that is committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, authorizations fonns must be completed and signed by the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Information on this page has been reviewed by the appli~ where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory hcrc:-==-==--


Mass Organic Therapy, Inc. 2 3

Application __ of Applicant Non-Profit Corporation--------------

SECTION A. APPLICANT INFORMATION

Mass Organic Therapy. Inc. 1.

2.

Legal name of Corporation

Name of Corporation's Chief Executive Officer 161 Wareham Street

3. Middlcboro, MA 02346

Address of Corporation (Street, Cityffown, Zip Code)

4. Applicant point of contact (name of person Department of Public Health should contact regarding this application)

5. Applicant point of contact's telephone number

6. Applicant point of contact's e-mail address

7. Number of applications: How many Management and Operations Profiles do you intend to submit?

3

SECTION B. INCORPORATION

8. Attach a copy of the corporation's Articles of Incorporation, documenting that the applicant is a nonprofit entity incorporated in Massachusetts.

9. Attach a copy of the corporation's Certificate of Good Standing from the Massachusetts Secretary of State.

10. Attach a copy of the corporation's bylaws.

Information on this page has been reviewed by the appli~ere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here ___ _

Management and Operations Profile - Pngc 4


Application _2_ of_3 __ Applicant Non-Profit Corporation---------------

SECTION C. NON-PROFIT COMPLIANCE

Answer each of the questions below to explain how the Corporation will remain in compliance with the nonprofit requirements of Ch. 369 of the Acts of 2012, the regulations at 105 CMR 725.000, and "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance." Please refer to the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" docwnent in completing this fonn.

11. Please identify any management company that the applicant intends to utilize and summarize the tenns of any agreement or contract, executed or proposed, with the management company.

Mass Organic Therapy will contract with Palliatcch Mass Inc. and its CEO for the transfer of intellectual property and ongoing consulting services. has success u y manage the opening of a medical marijuana dispensary in the State of Maine (Maine Organic Therapy) as well as the first fully-licensed RMD in Massachusetts (Alternative Therapies Group). Proposed terms, to be negotiated and approved by Mass Organic Therapy Board of Directors, include a fixed fee for intellectual property transfer and a monthly fee for ongoing consulting.

Information on this page has been reviewed by the appli~d where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory herc:--

Manngemcnt and Operations Profile -

Mnss Organic Therapy, Inc.

Application _2_ of 1- Applicant Non-Profit Corporation---------------

12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a Related Party Transaction and summarize the tcnns of each such agreement.

None

lnfonnation on this page has been reviewed by the appli. and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here--


Mus Organic Therapy, Inc.

Application _2_ of _3 __ Applicant Non-Profit Corporation---------------

13. Please identify whether any members of the Board of Directors arc also serving as employees of the proposed RMD and, if so, their title and role with the proposed RMD.

None

lnfonnation on this page has been reviewed by the 11pplic11nt, and where provided by the 11pplicant, is 11ccumte nnd complete, ns indicated by the initinls of the outhorized signotory hcrc:••----

Mnnagemcnt and Operations Profile - Poge 7


Application _2_ of 1.__ Applicant Non-Profit Corporation---------------

14. Please identify whether any members of the Board of Directors arc serving as officials, executives, corporate members or board members for any management company, investor or other third party proposed to contract or otherwise conduct business with the proposed RMD.

None

lnfonnation on this page has been reviewed by the appli~nd where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ___


Mass Organic Therapy, Inc. 2 3

Application __ of __ Applicant Non-Profit Corporation---------------

15. Please identify any contract or agreement, executed or proposed, under which a percentage or portion of the applicant's revenue will be distributed to a third party and summarize the tenns of any such agreement or contract.

None

The applicant agrees and attests that it will operate in compliance with all applicable state laws and • · but not limited to, laws regarding child support and taxation, as well as the

cd Marijuana Dispensaries Regarding Non-Profit Compliance."

Signatory

Print Name of Authorized Signatory

01/27/2016

Date Signed Chief Executive Officer

Title of Authorized Signatory

Infonnntion on this page has been reviewed by the oppliiiiliii'°d where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here_


Mass OrgW'lic Therapy. Inc.


SECTION D. EXPERIENCE

16. Attach an Employment and Education fonn (use template provided) for each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations.

17. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with running a non-profit organization or business.

CEO)- co-founded BISON in 201 Jand served as its Chief Product Officer. In this position he was responsib e for building out a staff in both Boston and India to launch the company's first product which subsequently got them accepted into the Techsturs Boston 2012 class, beating out over 1,000 applicants. He w11s on the Boanf of Directors for the non-profit Swedish-American Chamber of Commerce - New England for three years, helping to develop this group into a vi11ble business now offering professional services to international companies looking to establish themselves in New England. He spent 10+ years as a manager at two large financial services firms leading extremely successful products. In the Spring of 2014 he joined the team at FinTcch Sandbox, a Boston based non-profit, as an advisor and helped to develop and launch this global startup accelerator program in March of 2015.

John Doi (COO) - has been active as a greenhouse manager and operator for 22 years having instrumental responsibilities in starting companies such as Village Fanns, H2Gro greenhouses, Backyard Farms greenhouses, and SunSelect greenhouses. His job tasks have ranged from maintenance to running the packing facilities, as well as putting together a tender for bid and constructing a brand new greenhouse and pack house facility. As a GM and Director of Operations John has ran several of these facilities with full P&L responsibility. ln this capacity he also recruited staff, training personnel, leads and managers, inventory management, quality control and food safety, as well as packaging design. In November 2015, John joined Maine Organic Therapy as Director of Cultivation. John oversees all elements of cannabis production and will use this experience to develop our operations in Massachusetts.

Devin Earl (CFO) - brings over 17 years of experience in financial services to the organization. Initially Devin spent 6 years within the asset management industry including Director/ Asst. Treasurer of a S700M mutual fund complex. During this time Devin received his MBA with a concentration in Finance from Bentley College as well as earned the Chartered Financial Analyst Designation. He then spent the next three years as a senior loan officer and ultimately fonned his own mongage brokerage where he has managed for 5 years. In early 2012, Devin joined BISON in a senior finance and research capacity. During his tenure there he brought the companies financials current through 2011, prepared the firm for its 409A valuation and produced ad hoc 2012 financials thereafter. Devin is also an active member in the non-profit Boston Security Analysts Society.

lnfonnation on this page has been reviewed by the applic indicated by the initials of the authorized signatory here:

d where provided by the applicant, is accurate and complete, es


MMs Organic Therapy, Inc.


18. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with providing health care services.

(CEO) - Patrik worked for UMass Medical School's Commonwealth Medicine Consulting Division for two years where he worked on developing the eligibility und enrollment systems for the Massachusetts Prescription Advantage program, which is a prescription drug insurance plan available to all Massachusetts "residents age 65 and older, as well as younger individuals with disabilities who meet income and employment guidelines." The goal of the consulting practice was to provide leadership, research, and resou. policy development to its clients, while establishing best practices around privacy and security. Jn this rot worked with executives from Public Sector Partners on implementing the requirements from the Executive 0 ice o Ider Affairs, which ranged from defining the out-of-pocket limits to the systematic process involved in doing annual re-certifications of members' financial and household situatiom pent a lot of time defining requirements around methodologies used to determine people's medical conditions, medical needs and their income levels and from there a system that could process this information into levels of insurance and required co-pays for each eligible member. He worked closely on the proper handling of medical records in compliance with HIP AA regulations and the electronic exchange of medical records and health information. As 11 result of Prescription Advantage being supplemental insurance to its members,~so worked closely with associates from Medicaid & Medicare to understand each program and to ensure that"m'werc distinct lines of separation between each group. This also required making sure that solutions were developed where patients qualifying for Prescription Advantage first had their medical expenses go through one of the primary programs and ensuring that no duplicate payments were made.

John Doi (COO)- In November 2015, John joined Maine Organic Therapy as its Director of Cultivation. In this capacity, John is responsible for the production, processing and packaging of cannabis for medical use. John has become familiar with industry best practices and managing this highly regulated process. He will leverage this experience to develop our operations in Massachusetts.

Devin Earl (CFO) - no experience in providing health care services.

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ··----



Application _2_ of 1..__ Applicant Non-Profit Corporation----------------

19. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with providing services for marijuana for medical purposes.

CEO and CFO - No direct experience.

COO - In November 2015, John Doi joined Maine Organic Therapy (a licensed marijuana dispensary in the State of Maine) as its Directory of Cultivation. John is responsible for all clements of cannabis production including growing, processing and packaging. John has helped to successfully establish indoor agriculture business throughout his career and is now getting first-hand experience managing regulated cannabis cultivation. John will leverage this experience to develop our operations in Massachusetts.

we will rely on the intellcctuul property and advisement of Palliatech Mass, Inc. and its Prcsidentwho has successfully managed the opening of the first fully-licensed RMD in Massachusetts (Alternative

Therapies Group).

Information on this page hos been reviewed by the appli. d where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _




20. Describe the experience, and length of experience, of the Corporation's individuaVentity responsible for marijuana for medical use cultivation operations and individual/entity responsible for the RMD security plan and security operations with providing services for marijuana for medical purposes.

Cultivation Operations

In November 2015, John Doi joined Maine Organic Therapy (a licensed marijuana dispensary in the State of Maine) as its Directory of Cultivation. John is responsible for all clements of cannabis production including growing, processing and packaging. John has helped to successfully establish indoor agriculture business throughout his career and is now getting first-hand experience managing regulated cannabis cultivation. John will leverage this experience to develop our operations in Massachusetts.

we will rely on the intellectual property and advisement of Palliatcch Mass, Inc. and its Presidcnwho has successfully managed the opening of the first fully-licensed RMD in Massachusetts (Alternative

Therapies Group).

Security Plan and Operations

John Doi, Mass Organic Therapy's COO, will be responsible for developing and implementing the security plan and operations. He will utilize his 20+ years experience in managing large greenhouse operations in both Maine and California to do so effectively and ensuring all requirements arc either met or exceeded. In November 20 IS, John joined Maine Organic Therapy as its Director of Cultivation. He has become familiar with the security architecture and operating procedures in the regulated marijuana industry. Furthennore he will collaborate with and rely on the intellectual property and advisement of Palliatech Mass, Inc. and its President---who has successfully developed and implemented the security plan and operating procedures for th~ RMD in Massachusetts (Alternative Therapies Group).

lnfonnation on this page hns been reviewed by the appliliilliill1d where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here--




SECTION E. OPERATIONS

21. Provide a summary of the RM D's operating procedures for the cultivation of marijuana for medical use.

All plant'i will be organically grown, while being consistent with U.S Department of Agriculture organic rcquircment'i at 7 CFR part 205. As with any crop, the need to control fungi and insects populations may be needed. Cultural controls are the first step to successful organic farming. These processes include prevention, proper ventilation, leaf removal, low humidity, cleanliness and plant removal. Creating the proper environment by maintaining humidity and temperature is fundamental to inhibit fungal and insect growth and cultivate crops organically. We will use Integrated Pest Management (IPM), an effective and environmentally sensitive approach to pest management. Any plant material found with an infection or affliction will be quarantined to the quarantine room. The plant will remain in the qull!'llntine room until cured or destroyed.

- Each strain will start from high quality seeds of a certified strain (with documented medicinal qualities) obtained from a known seed bank. ·The seedlings will mature into mother plants to ultimately supply the flowering rooms. Cuttings will be taken to reproduce the exact genetic make-up of the original plant, commonly know as clones. This process will be repeated with new marcrial when necessary to keep fresh and vigorous genetic strains for the highest quality pharmaceutical-grade marijuana. ·Mothers of each strain will be maintained by 600 watt metal-halide lights with 18-hour photo period and watered by hand. • Clones will be rooted in organic media and then potted in J 2 inch pots with organic soil. After two weeks of vegetative growth, the clones will then be transferred into the flowering rooms. The flowering rooms will be maintained by 1,000 watt high-pressure sodium lights with a 12 hour photo period. - The flowering plants will be fed with organic nutrients on a regular feeding schedule. - Plants will be allowed to flower for 8 to 10 weeks. During the final two-weeks of growth, the growing medium will be flushed with reverse osmosis water. The plants will receive no water for the final 2 to 3 days of growth and the large fan leaves will be removed, which will aid in faster drying. After a 24 hour dark period, the plants will be harvested. - Harvest decisions will be detennined after careful microscopic inspection of each plant block. Entire stalks of the plants will be harvested when the pistils turn brown and resinous trichomcs arc milky white to amber. They will be stripped of leaves and manicured by hand using gloves, scissors and manicuring shears. They will then be hung on metal racks to dry in the drying vault. The drying vault will be dark, 65-70 degrees F and 45-55% humidity. - After appropriate drying, the flowers will be trimmed and cured in large, airtight, stainless steel containers. The containers will be stored in the dark for up to two weeks until fully cured. They will be inspected daily for moisture content and mold growth.

Information on this page has been reviewed by the appli indicated by the initials of the authorized signatory here:

Nhere provided by the applicant, is accurate and complete, as




22. Describe the types and fonns of Marijuana Jnfused Products ("MJPs") that the RMD intends to produce, if any.

Recognizing that many cannot or are unwilling to use cannabis in the flower fonn, we intend to produce a variety of MIPs, including:

l. Tinctures - Glycerine based liquid dispensed in a glass eye dropper bottle. This product will be available in a variety of strains and potency (as identified by milligrams of THC per dose). 2. Portable vaporizer cartridges· Using supercritical C02 extraction, we will harvest raw cannabis oil. The raw cannabis oil will be refined using pmpricmry techniques and packaged in portable vaporizer cartridges. These cartridges will be dispensed in compliant, lllbeled phannncy bottles. This product will be available in a variety of strains and potency (as identified by milligrams of THC per dose). 3. Edibles - We will infuse food products with cannabis including: Brownies, Cookies, Lozenges. These products will be dispensed individually in compliant packaging.


nd where provided by the applicant, is accurate and complete, as


Muss Organic Therapy, Inc.

Application _2_ of _3 __ Applicant Non-Profit Corporation----------------

23. Provide a summary of the RMD's methods of producing MIPs, if the RMD intends to produce MIPs.

All edible MIPs will be prepared, handled, and stored in compliance with the sanitation requirements in 105 CMR 500.000: Good Manufacturing Practices for Food, llJld with the requirements for food handlers specified in 105 CMR 300.000: Reportable Diseases, Surveillance, and Isolation and Quarantine Requirements.

All MIPs will be infused with refined cannabis oil that has been produced using supercritical C02 extraction. Each MIP will have a specific recipe. The manufacturing process will be carefully monitored and documented to ensure that each product is consistent in quality, nature and dose. We will designate MIP persons in charge ("PICs"). The PIC must be present during all hours of operation and be knowledgeable about food safety and the prevention of food-borne illness. The PICs will ensure that we arc operating in compliance with all regulations. We will adhere to sanitary practices, including but not limited to: - Maintaining adequate personal cleanliness - Providing adequate hand~washing facilities and ensure that all staff wash hands regularly and thoroughly - Providing sufficient space for placement of equipment and storage of materials as necessary - Properly removing waste - Ensuring construction of floors, walls and ceilings is conducive to cleanliness - Providing adequate safety lighting - Cleaning and sanitizing all contact surfaces and utensils in accordance with labeled instructions - Providing adequate plumbing and water supply to maintain cleanliness

Information on this page has been reviewed by the appli~d where provided by the applicant, is 11cc1JJ11te and complete, as indicated by the initials of the authorized signatory herc:-

Managemcnt and Operations Profile - Page J 6


Application _2_ of _3 __ Applicant Non·Profit Corporation---------------

24. Provide a summary of the RMD's operating procedures for the provision for security at the RMD.


where provided by the applicant, is accurate and complete, as


M~s Orgnnic Therapy, Inc.

Application _2_ of _3 __ Applicant Non~Profit Corporation---------------

25. Provide a summary of the RMD's operating procedures for the prevention of the diversion of marijuana.

Infonnation on this page has been reviewed by the apptimand where provided by the applicant, is accurate and complete, ns indicated by the initials of the authorized signatory here: --



Application _2_ of_3 _ _ Applicant Non-Profit Corporation---------------

26. Provide a summary of the RMD's operating procedures for the storage of marijuana for medical use.

Information on this poge has been reviewed by the applicant, end where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: 11-

Managcmcnt and Operations Profile -


Application _2_ of_3 __ Applicant Non~Profit Corporation----------------

27. Provide a summary of the RMD's operating procedures for the transportation of marijuana for medical use.

Infonnation on this page hos been reviewed by the applicant, and where provided by the applicant, is nccuratc nnd complete, ns indicnted by the initials of the authorized signatory here: --


Mass Organic Therapy, lnc.


28. Provide a summary of the RMD's operating procedures for inventory management.

Information on this page has been reviewed by the appli~d where provided by the applicant, is accurate and complete, ns indicated by the initials of the authorized signatory here:--




29. Provide a summary of the RMD's operating procedures for quality control and testing of product for potential contaminants.

We will have high standards for cultivation, processing and handling all marijuana and MIPs. All growing surfaces, containers, floors, and cultivation tools will be properly sanitized for the prevention of molds and diseases. All air will be filtered to remove hannful pathogens, insects and rogue pollen.

All grow media will be tested prior to use in compliance with DPH testing protocols. All nutrients will be tested prior to use. All nutrients will be compliant with organic growing standards. The Growers will carefully monitor the plants throughout the grow cycle. Any plant material found with an infection or affliction will be promptly destroyed.

All MIPs will be created following a standard operating procedure, ensuring quality and consistency of dose.

We will have an in-house laboratory which will enable us to perform continuous testing. Equipment will include: -High performance liquid chromatology machine: used to test cannabinoid profile - Ultraviolet light: used to test for mold/mildew or pathogens - High-powered light microscope: used to test for mold/mildew or pathogens

We will enter into a contractual arrangement with an independent, accredited laboratory for purposes of testing all our marijuana. All our marijuana will be independently tested for it's cannabinoid profile and for contaminants as specified by Massachusetts DPH, including but not limited to mold, mildew, heavy metals, plant-growth regulators, and the presence of non-organic pesticides.

Information on this page has been reviewed by the applic.;i and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: -




30. Provide a summary of the RMD's operating procedures for maintaining confidentiality ofregistcred qualifying patients, personal caregivers, and dispensary agents, as required by law.

-All RMD staff will tr.iined on patient privacy policies, including HIPAA compliance. - We will store any required patient records in locked, limited access areas in the RMD. - We will use a patient record keeping software that is in compliant with State regulations and is HIPAA compliance.

We will rely on electronic record keeping to the greatest extent possible, as long as we can ensure that patient safeguards arc in place and the system is in compliance with HIPAA guidelines. Data will be backed up at regular intervals to prevent any loss of data. In the event that we must keep a paper record, we will store all files in a locked cabinet in a limited access area of the RMD.

Each new patient will complete an orientation where we will gather all pertinent infonnation electronically. Pertinent infonnation will include: Name, Phone number, email, address, birth date, designated caregiver (if applicable), physician information, registration card expiration date and compassion program price tier (if applicable). We will refuse to sell marijuana lo any registered qualifying patient or personal caregiver who is unable to produce a registration card and valid proof of identification, or who docs not have a valid certification in the Department supported interoper.ible database. A drivers license alone will not be sufficient when initiating transactions. All patient purchase history will be stored electronically and will be readily available to authorized dispensary agents.

Information on this page has been reviewed by the appli~nd where provided by the 11pplicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ---




3 t. Provide a summary of the RMD's personnel policies.

We intend to be an employer of choice, providing compensation and benefits that will promote low turnover. We will be an equal opportunity employer and not discriminate on the basis of race, religion, sex.sexual orientation, nationality, age, disability, medical conditions, or other basis prohibited by law. We will comply with all provisions of the Fair Lnbor Standards Act, and our policies will be reviewed annually and approved by the Board of Directors.

Our personnel policies will be described in detail in our Employee Handbook, which each employee will be required to read nnd acknowledge in writing. The handbook will specify our policies related to: - Non-Disclosure Agreements - Background Checks - Anti-Discrimination Policies - Compensation - Work Schedules - Training & Mentoring - Sexual harassment policies - Petfonnance Management Program - Employee Benefits - Leave Policy - Safety & Security - Patient privacy and data protection

We will develop and implement training programs to ensure that all employees arc continuously learning new skills. We will monitor training and intend to promote from within the organization. Any change or update to the policy will be communicated as appropriate to the staff, and their review and acknowledgment will be tracked. Each year an annual re-certification will be administered by the company, where the pcr.;onnel policies need to be reviewed and formal acknowledgment by each employee will be maintained by the HR manager.

lnfonnntion on this page hos been reviewed by the applicllli and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: --

Management and Operations Profile - Pnge 24


Application _2_ of _3 _ _ Applicant Non-Profit Corporation ---------------

32. Provide a summary of the RMD's operating procedures for dispensing of marijuana for medical use.

Infonnation on this page has been reviewed by the applicl and where provided by the npplicnnt, is nccw-ate and complete, as indicated by the initials of the authorized signatory here: __




33. Provide a summary of the RMD's operating procedures for record keeping.

We will use a patient record keeping software that is in compliant with State regulations and is HIPAA compliance. We will rely on electronic record keeping to the greatest extent possible, ns long as we can ensure that patient safeguards are in place and the system is in compliance with HIPAA guidelines. Data will be backed up at regular intervals to prevent any loss of data. In the event that we must keep a paper record, we will store nll files in a locked cabinet in a limited access area of the RMD.

Each new patient will complete an orientation where we will gather all pertinent information electronically. To the extent possible, we will associate a patient record with their driver's license such that we can use their driver's license for future visits to initiate a transaction. All patient purchase history will be stored electronically and will be readily available to authorized dispensary agents.

All RMD staff will trained on patient privacy policies, including HIPAA compliance. - We will store any required patient records in locked, limited access areas in the RMD. - We use MJ Freeway software which operates in a manner consistent with HIPAA guidelines relative to patient data security and privacy. The system maintains strict user access controls to ensure employees may only access data appropriate to their role in the organization in locations appropriate to their function within the operation

lnfonnation on this page has been reviewed by the appli indicated by the initials of the authorized signatory here:

and where provided by the applicant, is accurate and complete, ns


Mnss Organic Therapy. Inc.


34. Provide a summary of the RMD's plans for providing patient education.

We will offer a secure, discrete facility where patients can privately learn about medical marijuana and their options for using it to treat their debilitating condition. Our Chief Medical Officer (TBH) will be responsible for: - Developing and providing staff training - Creating patient educational materials including:

- Information to assist in the selection of marijuana, describing the potential differing effects of various strains of marijuana, as well as various forms and routes of administration

- Materials for patients to track their usage by strain and associated effects - Information describing the impact of potency, proper dosage and titration for different routes of administration with an emphasis on using the smallest amount possible lo achieve the desired effect.

- Information on tolerance, dependence, and withdrawal; ·Facts regarding substance abuse signs and symptoms, as well as referral information for substance abuse treatment programs.

- Ensuring that all products arc labeled with a warning in compliance 105 CMR 725.IOS(K)

Each new patient will be required to participate in an orientation that will include: - A review & written acknowledgment of our Corporate Privacy Policy - A review & written acknowledgment of the State laws - A review of educational materials, including the ones described above

Educational materials will be available in Spanish and will be made accessible to patients that might be visually impaired.

Information on this page has been reviewed by the applic. nnd where provided by the applicant, is accurate and complete, ns indicated by the initials of the authorized signatory hcrc:--

Managemcnt and Operations Profile -



35. Provide a summary of the RMD's operating procedures for patient or personal caregiver home-delivery, if the RMD Jans to rovide home-dclive

Jnfonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here


M:iss Organic Therapy, Inc.

Application _2_ of_3 __ Applicant Non·Profit Corporation---------------

36. Provide a summary of the RMD's policies and procedures for the provision of marijuana for medical use to registered qualifying patients with verified financial hardship without charge or at less than the market price.

We will have a Compassion Program which will provide for reduced-cost or free marijuana to patients with a documented verified financiaJ hurdship. A verified financial hardship means the individual is a recipient of MassHealth, or Supplemental Security Income, or the individual's income docs not exceed 300% of the federal poverty level, adjusted for family size.

We have developed a sliding scale which will determine the below market price level and product limits for patients in our Compassion Program. The sliding scale compares an individual's monthly gross income (before tax and other deductions) to the Federal Poverty Guidelines. Limiting purchase amounts will enable more total patients to enjoy the benefits of the program and mitigate concerns that patients may be diverting excess medication.

Patients that believe they qualify for our Compassion Program must complete an application and include documentation that can be used to verify their monthly gross income level. We will accept applications throughout the calendar ycur. All applications will be evaluated and responded to in writing within 5 business days of receipt. Once a patient is enrolled in our Compassion Program, they will be responsible for reporting any changes in their income or pertinent information (such as family size) that may effect eligibility. At the end of each fiscal year, we will require all patients in our program to submit updated documentation.

Information on this page has been reviewed by the appli'iiiland where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: --




37. Provide a summary of the training(s) that the RMD intends to provide to Dispensary Agents.

Mass Organic Therapy firmly believes that we will only succeed if we have a knowledgeable and reliable staff that we can partner with to help deliver on our corporate vision and goals. The first step to enable our staff to become knowledgeable is through planning and providing resources that empowers each employee 10 excel in their role.

Our staff will receive three types of training that includes I) core training for all employees, 2) functional training for job specific tasks, and 3) on the job training, including job shadowing to give employees hands on experience. We plan on investing in training and development across all levels of staff and to ensure that progress is being both monitored and documented.

Our staff will receive regular training and will be required to demonstrate their knowledge through examinations before · cd lo interact with patients. Our Chief Operating Officer will colh1borute with our Board President.

to identify and develop appropriate trainings. We will require all Dispensary associates to take the manJuana course required for Massachusetts physicians and demonstrate proficiency. We will also work with the medical marijuana advocacy group Americans For Safe Access ("ASA") to develop a training program tailored for Massachusetts operators which will cover marijuana clinical applications, safety and operational procedures, patient rights and responsibilities under local and federal Jaw.

..

Infonnation on this page has been reviewed by the nppl~and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory he~



Application _2_ of_3 __ Applicant Non-Profit Corporation----------------

38. Will the Corporation provide worker's compensation coverage to the RMD's Dispensary Agents?

Yes~ NoD

39. Will the Corporation obtain professional and commercial insurance coverage?

Yes~ No D

40. Describe the Corporation's plan to obtain liability insurance or place in escrow the required amount to be expended for coverage of liabilities.

We have engaged the Chase & Lunt Insurance Group of Newburyport, MA to act as our insurance agent for the purposes of securing all our insurance policies. Chase & Lunt is familiar with insurance in the cannabis space and has places all insurance policies (including general liability, product liability, automobile, and workers compensation) for: - Alternative Therapies Group: Massachusetts first licensed dispensary. - Maine Organic Therapy: a licensed marijuana dispensary operator in the State of Maine.

Chase & Lunt has identified a licensed insurance carrier, Evanston Insurance Company, which will provide general liability insurance coverage for no less then SI ,000,000 per occurrence and $2,000,000 in aggregate, annually, and product liability insurance coverage for no less than $1,000,000 per occurrence and $2,000,000 in aggregate, annually. The deductible for such a liability policy shall be no higher than $5,000 per occurrence.

Mass Organic Therapy with the Chase & Lunt Insurance Group as agent, has reviewed, submitted and received preliminary approval from Evanston Insurance Company to provide the coverage outlined above for our operations. These policies will be bound upon the awarding of a Registered Marijuana Dispensary license by the Massachusetts Department of Public Health.


d where provided by the applicant, is accurate and complete, as



. . 2 3 Apphcat10n __ of __ Applicant Non~Profit Corporation--------------

SECTION F. CAPITAL CONTRIBUTORS

List all persons and entities known to date that arc committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, list the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Attach additional tables if needed.

Amount of Initial Capital Committed

Percentage of Initial Ca ital Committed

$ 500,000.00 38%

$

$

$

s

Information on this pnge hos been reviewed by the app~d where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory he~

Mnnngcment and Operations Profile -

Moss Organic Therapy, Inc.

A I . . 2 of_3_ pp 1catton __ Applicant Non-Profit Corporation---------------

Entity Name Leadership Names

Palliatcch, Inc. Entity CEO/ED: Richard Taney

Entity President/Chair: Boris Jordan

Entity CEO/ED:

Entity President/Chair:

Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


Information on this page has been reviewed by the nppl indicated by the initials of the authorized signatory he

Amount of Initial Percentage of Capital Initial Capital

Committed Committed

$ 800,000.00 62%

$

$

$

$

d where provided by the applicant, is accurate and complete, ns


Mn.~s Organic Therapy, Inc. 2 3

Application _ of __ Applicant Non-Profit Corporation---------------

ATTESTATIONS

Signed under the pains and penalties of perjury, I, the authorized signatory of the non-profit applicant corporation, agree and attest that all information included in this application is complete and accurate and that I have an ongoing obligation to submit updated information to the Department if the information presented within

· · · hanged.

01/2712016

izcd Signatory Date Signed


Chief Executive Officer


· the corporation is allowed to proceed to submit a Siting Profile, the corporation is prepared fling Profile requirements.

01 /27/2016

.zed Signatory Date Signed


Chief Executive Officer


Information on this page has been reviewed by the applic~nd where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:


MA SOC Filing Number: 201346532150 Date: 8/B/2013 2:18:00 PM

Articles of Organization (Cnnnr ~ il l aw r-. Chapter 1BO)

The Commonwealth of Massachusetts Wiiiiam Francis Galvin

Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor

Boston, MA 02108-1512 Telephone: (617) 727-9640

1• Federal Employer Identification Number: 001113687 (must be 9 digits)

ARTICLE I

The exact name of the corporation ls:

MASS ORGANIC THERAPY, INC.

ARTICLE II

The purpose of the corporation is to engage In the following business activities:

Minimum Fee: $35.00

TO CARRY ON ANY BUSINESS PERMITTED UNDER MASSACHUSEITS GENERAL LAWS. CHAf1fER 180, SECTION 4.

ARTICLE Ill

I A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of 1 election or appointments, the duratlon of membership and the qualifications and rights, Including voting rights, of the

members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

ARTICLE IV

Other lawful provisions, If any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows: (If there are no provisions state "NONE")

NONE.

Noles: The preceding four (4) alricles are considered to be permanent and may only be changed by filing sppropriale Arlicles of Amendment.

ARTICLE V

The by-laws of the corporation have been duly adopted and the Initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

ARTICLE VI

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such dale which shall not be more than thirty days after the dale of filing.

l!i 'I

11 1--~----~------------------------A-R_Tl_C_L_E_V_ll __ _....__. ________________________ -1 '

The Information contained in Article VII ls not a permanent part of the Articles of Organization.

a. The street address (post office boxes are not acceptable) of the principal office of the corporation In Massachusetts la:

No. and Street: 21 NORTH MAIN STREET City or Town: MIDDLEBORO State: MA Zip: 02346 Country: USA

b. The name, resldentlal street address and post office address of each director and officer of the corporation Is as follows:

Title Individual Name Address (no PO Box)

PRESIDENT

TREASURER

CLERK

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR FREDERICK BEARY

DIRECTOR CHRISTOPHER MCCARTHY

c. The flscal year (I.e., tax year) of the business entity shall end on the last day of the month of: December

d. The name and business address of the resident agent, If any, of the business entity Is:

Name: MARK D. PETTI No. and Street: 204 BELMONT STREEf

Expiration of Term

UnUI successor quallfled

UnUI successor qualified

Untll successor qualllled

Untll successor quallfled

Until successor quelllled



Until successor qualified

City or Town: BROCKTON State: MA Zip: 02301 Country: USA

I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above·named officers have not

been similarly convicted. If so convicted, explain:

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address (cs) beneath each signature do hereby associate with the intention of forming this business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organimtion as incorporator(s) this 8 Day of August, 2013. (If an existing corporation is acting as incorporator, type in the exact name of the business entity, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of .'iaid business entity and the title he/she holds or other authority by

= 2001 - 2013 Commonwealth of Massachusens All Rights Reserved

MA SOC Filing Number: 201346532150 Date: 8/8/2013 2:18:00 PM

THE COMMONWEALTH OF MASSACHUSEITS

I hereby certify that, upon examination of this document, duly submitted to me, it appears

that the provisions of the General Laws relative to corporations have been complied with,

and I hereby approve said articles; and the filing fee having been paid, said articles are

deemed to have been filed with me on:

August 08, 2013 02:18 PM

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth



Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17lh Ooor


Certificate of Change of Directors or Officers of Non-Profit Corporations (Ge11Pral L;1w~,, Ct1aptP.r 180. SHr.!1on fiD)

Identification Number: 001113687

I, JOHN MCLEAN Jl Clerk _Assistant Clerk ,

of MASS ORGANIC THERAPY, INC. having a principal office at: 21 NORTH MAIN STREET MIDDLEBORO , MA 02346 USA

No Fee

certify that pursuant to General Laws, Chapter 180, Section 60, a change in the directors and/or the president, treasurer and/or clerk of said corporation has been made and that the name, resldentlal street address, and expiration of term of the president, treasurer, clerk and each director are as follows: (Please provide the name and residental street address of the assistant clerk if he/she is executing this certificate of change. Also, include the names of any additional officers of the corporation.)

TI tie

PRESIDENT

TREASURER

CEO

CLERK

DIRECTOR

DIRECTOR

DIRECTOR

SIGNED UNDER THE PENALTIES OF PERJURY, this24 Day of June, 2015, JOHN MCLEAN , Signature of Applicant.

0 2001 • 2015 Commonwealth ol Massachusetts AU Rights Reserved

Expiration of Term










Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor


Certificate of Change of Principal Office (CifmPr.il l ilWS . C llaptc~r mo Snct!lll1 1{)( ' .I

Identification Number: 001113687

I, JOHN MCLEAN ..!.. Clerk _Assistant Clerk ,

of MASS ORGANIC THERAPY. INC.

Minimum Fee: $10.00

having a principal office at: 21 NORTH MAIN SfREET MIDDLEBORO , MA 02346 USA

certify that pursuant to General Laws, Chapter 180, Section 10C, the directors of said corporation have changed the location of the prlnclpal office of the corporation to:

No. and Street: 161 WAREHAM STREET City or Town: MIDDLEBORO State: MA Zip: 02346

, SIGNED UNDER THE PENALTIES OF PER.JURY, this24 Day of June, 2015, JOHN MCLEAN , Clerk I Assistant Clerk.

C 2001 • 2015 Commonweahh ol Massachusetts All Rights Reserved

Country: USA


THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears

that the provisions of the General Laws relative to corporations have been complied with,

and I hereby approve said articles; and the filing fee having been paid, said articles are

deemed to have been filed with me on:

June 24, 2015 05:05 PM

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

WiWam Ftands Galvin Secretary of the Com.monM:altb

~ (fonvnomoeafilu [!/ Jffa&wclut&eU8/

Jeov:tcuy ff tk (}onznwnwedd Jtale/ !Ttm.1.se_, r:lJoabHl,, . lfassachtMel:t&' 021c.Jc.J

Date: July 21, 2015

To Whom It May Concern :

I hereby certify that according to the records of this office,


is a domestic corporation organized on August 08, 2013

I further certify that there are no proceedings presently pending under the Massachusetts Gen-

eral Laws Chapter 180 section 26 A, for revocation of the charter of said corporation; that the

State Secretary has not received notice of dissolution of the corporation pursuant to Massachu-

setts General Laws, Chapter 180, Section 11, 1 IA, or l IB; that said corporation has filed all

annual reports, and paid all fees with respect to such reports, and so far as appears of record said

corporation has legal existence and is in good standing with this office.

Certificate Number: 15074388530

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

~Jb2~~ Secretary of the Commonwealth

Verify this Certificate at http·//corp sec state.ma us/CorpWeb/Certificates/Verify.aspx

Processed by· tad

BY-LAWS of


ARTICLE I

Section 1. Membership. The incorporators shall fix the number of, and elect, the members of the corporation and thereafter the members, annually at their annual meeting, shall fix the number of members and shall elect the number of members so fixed. At any special or regular meeting, the members then in office may increase the number of members and elect new members to fill any vacancies; or they may decrease the number of members but only to the extent of any vacancies.

Section 2. Annual Meeting. The date and hour of the annual meeting of the members shall be fixed by the Directors. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By Laws, may be specified by the members, Directors or the President in the notice of meeting. In the event that no date for the annual meeting is established or if no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.

Section 3. Special Meetings. Special meetings of the members may be called by the President or by the Directors and shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of three or more members entitled to vote thereat. In case none of the officers is able and wiJJing to call a special meeting, three or more members may petition the Supreme Judicial or Superior Court of The Commonwealth of Massachusetts to authorize one or more members to call a meeting by giving such notice as is required by law.

Section 4. Place of Meetings. All meetings of members shall be held at the principal office of the corporation unless a different place (within the United States) is specified in the notice of the meeting.

Section 5. Notices. A written notice, stating the place, day and hour of all meetings of members shall be given by the Clerk or Assistant Clerk (or the person or persons calling the meeting), at least seven days before the meeting, to each member entitled to vote thereat and to each member who, bylaw, the Articles of Organization, or these By-Laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such member at his address as it appears upon the books of the corporation. Such notice, if the meeting is called otherwise than by the Clerk, may be a copy of the call of the meeting. Such notice given by the Clerk shall constitute a call of the meeting by him. Notices of all meetings of members may state the purposes for which the meetings are called. No notice need be given to any member if a written waiver of notice,

executed before or after the meeting by the member or his attorney, thereunto authorized is filed with the records of the meeting.

Section 6. Quorum. Unless the Articles of Organization otherwise provide, at any meeting of members a quorum for the transaction of business shall consist of one or more individuals appearing in person and/or as proxies and owning anchor representing a majority of the members of the corporation entitled to vote, provided that less than such quorum shall have power to adjourn the meeting from time to time.

Section 7. Voting and Proxies. Each member entitled to vote at a meeting shall have one vote. Members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Clerk before being voted at any meeting or any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons named therein to vote at the meeting specified therein and at any adjourned session of such meeting but shall not be valid after final adjournment of the meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

Section 8. Action at Meeting. Action of the members on any matter properly brought before a meeting shall require, and may be effected by, the affirmative vote of a majority of the members present or represented and voting on such matter, provided that such majority shall be at least a majority of the members required to constitute a quorum for action on such matter~ except where a different vote is required by law, the Articles of Organization or these By-Laws. Any election by members shall be detennined by a plurality of the votes cast by the members entitled to vote at the election. No ballot shall be required for such election unless requested by a member present or represented at the meeting and entitled to vote in the election.

Section 9. Action Without Meeting by Written Consent. Any action by members may be taken without a meeting if all members entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of members. Such consent shall be treated for all purposes as a vote at a meeting.

ARTICLE II

Directors

Section 1. Powers. The Board of Directors, subject to any action at any time taken by the members of the corporation, shall have the entire charge, control and management of the corporation and its property and may exercise all or any of its powers.

Section 2. Number and Election. Except as otherwise provided by these By-Laws or in the Articles of Organization, the number of Directors that shall constitute the whole Board of Directors shall be fixed, and the Directors elected, by the members at the annual meeting. No Director need be a member."

2

Section 3. Vacancies. Any vacancy at any time, existing in the Board of Directors may be filled by the Board of Directors at any meeting. The members having voting power may, at a special meeting called at least in part for the purpose, choose a successor to a Director whose office has become vacant, and the person so chosen shall displace any successor chosen by the Directors.

Section 4. Enlargement of the Board of Directors. The number of the Board of Directors may be increased and one or more additional Directors may be elected at any meeting of the members.

Section 5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, Directors shall hold office until the next annual meeting of members and thereafter until their successors are chosen and qualified.

Section 6. Resignation. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 7. Removal. A Director may be removed from office (a) with or without cause by vote of a majority of the members entitled to vote in the election of Directors or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

Section 8. Annual Meeting. Immediately after each annual meeting of members, or the special meeting held in lieu thereof, and at the place thereof, if a quorum of the Directors is present, there shall be a meeting of the Directors without notice; but if such a quorum of the Directors is not present, or, if present, does not proceed immediately thereafter to hold a meeting of the Directors, the annual meeting of the Directors shall be called in the manner hereinafter provided with respect to the call of special meetings of Directors.

Section 9. Regular Meeting~. Regular meetings of the Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board and no notice need be given of regular meetings held at times and places so fixed, provided, however, that by resolution of the Board and no notice need be given of regular meetings held at times and places so fixed, provided, however, that any resolution relating to the holding of regular meetings shall remain in force only until the next annual meeting of members, or the special meeting held in lieu thereof, and that if at any meeting of Directors, at which a resolution is adopted fixing the times or place or places for any regular meetings, any director is absent, no meeting shall be held pursuant to such resolution until either each such absent Director has in writing or by telegram approved the resolution or seven days have elapsed after a copy of the resolution certified by the Clerk has been mailed, postage prepaid, addressed to each such absent Director at his last known home or business address.

3

Section 10. Special Meetings. Special meetings of the Directors may be called by the President, by the Clerk, by the Secretary, by any two Directors, or by one Director in the event that there is only one Director, and shall be held at the place designated in the notice or call thereof.

Section 11. Notices. Notices of any special meeting of the Directors shall be given to each Director by the Clerk or Secretary (a) by mailing to him, postage prepaid, and addressed to him at his address as registered on the books of the corporation, or if not so registered at his last known home or business address. a written notice of such meeting at least four days before the meeting or (b) by delivering such notice by hand or by telegram, telecopy or telex to him at least forty-eight hours before the meeting at such address. notice of such meeting or ( c) by giving notice to such Director in person or by telephone at least forty-eight hours in advance of the meeting. Such notice, if the meeting is called otherwise than by the Clerk or Secretary, may be a copy of the call of the meeting; and if the meeting is not so otherwise called, such notice given by the Clerk or Secretary shall constitute a call of the meeting by him. If the Clerk or Secretary refuses or neglects for more than twenty-four hours after receipt of a call to give notice of such special meeting, or if the offices of Clerk and Secretary are vacant or the Clerk and Secretary are absent from the Commonwealth of Massachusetts or incapacitated, such notice may be given by the officer or one of the Directors calling the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice of a Directors' meeting need not specify the purposes of the meeting.

Section 12. Quorum. At any meeting of the Directors a majority of the Directors then in office shall constitute a quorum for the transaction of business; provided always that any number of Directors (whether one or more and whether or not constituting a quorum) constituting a majority of Directors present at any meeting or at any adjourned meeting may make any reasonable adjournment thereof.

Section 13. Action at Meeting. At any meeting of the Directors at which a quorum is present. the action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present, unless a different vote is required by law, the Articles of Organization, or these By-Laws.

Section 14. Action by Written Consent. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors· meetings. Such consent shall be treated as a vote of the Directors for all purposes.

Section 15. Committees. The Directors may, by vote of a majority of the number of Directors then in office, elect from their number an executive or other committees and may. by like vote, delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as

4

nearly as possible in the same manner as is provided by these By-Laws for the Directors. The Directors shall have the power to fill vacancies in, change the membership of, or disband, any such committee.

Section 16. Telephone Conference Meetin~. The Directors or the members of any committee may participate in a meeting of the Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Qfficers

Section 1. Enumeration. The officers of the corporation shall be a President, a Treasurer, a Clerk, and such Vice Presidents, Assistant Treasurers, Assistant Clerks, Secretary, Assistant Secretaries and other officers as may from time to time be detennined by the Directors. The Board of Directors may appoint one of its Directors to the office of Chairman of the Board and from time to time define the powers and duties of that office.

Section 2. Election and Vacancies. The President, Treasurer and Clerk shall be elected --- ---annuaUy by the Directors at their first meeting following the annual meeting of members, or the special meeting held in lieu thereof. Other officers may be chosen by the Directors at such meeting or at any other meeting. Any vacancy at any time existing in any office may be filled by the Directors at any meeting and such successor in office shall hold office for the unexpired term of his predecessor.

Section 3. Qualification. The President may, but need not be, a Director. No officer need be a member. Any two or more offices may be held by the same person. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Directors may detennine. The premiums for such bonds may be paid by the corporation.

Section 4. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, each of the President, Treasurer and Clerk shall hold office until the first meeting of the Directors following the next annual meeting of members, or the special meeting held in lieu thereof, and thereafter until his successor is chosen and qualified. Other officers shall hold office until the first meeting of the Directors following the next annual meeting of members, or the special meeting held in lieu thereof. unless a shorter term is specified in the vote choosing or appointing them.

Section 5. Resignation. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Clerk, and such resignation sha11 be

5

effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. Removal. The Directors may remove any officer appointed by the Directors with or without cause by a vote of a majority of the entire number of Directors then in office; provided, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.

Section 7. President. The President when present shall preside at all meetings of the members and of the Directors. He shaB be the chief executive officer of the corporation except as the Board of Directors may otherwise provide. lt shall be his duty and he shall have the power to see that all orders and resolutions of the Directors are carried into effect. He shall from time to time report to the Directors all matters within his knowledge which the interests of the corporation may require to be brought to its notice. The President shall perfonn such duties and have such powers additional to the foregoing as the Directors shall designate.

Section 8. Vice Presidents. In the absence or disability of the President, his powers and duties shall be perfonned by the Vice President, if only one, or, if more than one, by the one designated for the purpose by the Directors. Each Vice President shall have such other powers and perform such other duties as the Directors shall from time to time designate. The Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President and any other title selected by the Directors.

Section 9. Treasurer. The Treasurer shall, subject to the direction of the Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate books of accounts. He shall have custody of all funds, securities, and valuable documents of the corporation, except as the Directors may otherwise provide. He shall promptly render to the President and to the Directors such statements of his transactions and accounts as the President and Directors respectively may from time to time require. The Treasurer shall perfonn such duties and have such powers additional to the foregoing as the Directors may designate.

Section 10. Assistant Trearuers. In the absence or disability of the Treasurer, his powers and duties shall be perfonned by the Assistant Treasurer, if only one, or, if more than one, by the one designated for the purpose by the Directors. Each Assistant Treasurer shall have such other powers and perfonn such other duties as the Directors shall from time to time designate.

Section 11. Clerk. The Clerk shall record in books kept for the purpose all votes and proceedings of the members and, if there be no Secretary or Assistant Secretary, of the Directors at their meetings. The Clerk shall perfonn such duties and have such powers additional to the foregoing as the Directors shall designate.

Section 12. Assistant Clerks. In the absence of the Clerk from any meeting of the members or, if there be no Secretary or Assistant Secretary, from any meeting of the Directors, the Assistant Clerk, if one be elected, or, if there be more than one designated for the purpose by the Directors, otherwise a Temporary Clerk designated by the person presiding at the meeting,

6

shall perform the duties of the Clerk. Each Assistant Clerk shall have such other powers and perform such other duties as the Directors may from time to time designate.

Section 13. Secretary and Assistant Secretaries. If a Secretary is elected, he shall keep a record of the meetings of the Directors and in his absence, an Assistant Secretary, if one be elected, or, if there be more than one, the one designated for the purpose by the Directors, otherwise a Temporary Secretary designated by the person presiding at the meeting, shall perform the duties of the Secretary. Each Assistant Secretary shall have such other powers and perform such other duties as the Directors may from time to time designate.

ARTICLEV

Inspection of Records

Books, accounts, documents and records of the corporation shall be open to inspection by any Director at all times during the usual hours of business. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and members, and membership records which shall contain the names of all members and their record addresses, shall be kept in Massachusetts at the principal office of the corporation, or at an office of the Clerk or the resident agent, if any, of the corporation. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any member for any proper purpose but not to secure a list of members or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member, relative to the affairs of the corporation.

ARTICLE VI

Checks, Notes, Drafts and Other Instruments

Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the corporation may be signed by any officer or officers or person or persons authorized by the Directors to sign the same. No officer or person shall sign any such instrument as aforesaid unless authorized by the Directors to do so.

The seal of the corporation shall be circular in form, bearing its name, the word "Massachusetts," and the year of its incorporation. The Treasurer shaH have custody of the seal and may affix it (as may any other officer if authorized by the Directors) to any instrument requiring the corporate seal.

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The fiscal year of the corporation shall be the year ending with December 31 in each year.

ARTICLE IX

Interested Members, Directors and Officers

The Directors shall have the power to fix their compensation from time to time. No contract or transaction between the corporation and one or more of its members, Directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its members, Directors or officers are directors or officers, or have a financial or other interest, shall be void or voidable solely for this reason, or solely because the member, Director or officer is present at or participates in the meeting of the members or the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, nor shall any member, Director or officer be under any liability to the corporation on account of any such contract or transaction if:

(I) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee authorized the contract or transaction by the affinnative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved by vote of the members; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the members.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction, and if they are members, their votes may be counted for the purpose of a vote by the members approving such contract or transaction. 17

Indemnification

The corporation shall, to the extent legally permissible, indemnify any person serving or who has served as a Director, officer, employee or other agent of the corporation, or at its request as a Director, officer, employee or other agent of any organization, or at its request in any

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capacity with respect to any employee benefit plan, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Director or officer (or in any capacity with respect to any employee benefit plan), except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan); provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise and indemnification therefor shall be approved:

( i) by a majority vote of a quorum consisting of disinterested Directors;

(ii) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors consisting of all the disinterested Directors;

(iii) if there are not two or more disinterested Directors in office, then by a majority of the Directors then in office, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan);

(iv) by a majority vote of the members which majority may include interested members, Directors and officers; or

( v) by a court of competent jurisdiction.

If authorized in the manner specified above for compromise payments, expenses including counsel fees, reasonably incurred by any such person in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of(a) an affidavit of such individual of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article, and (b) an undertaking by such individual to repay the amounts so paid to the corporation if it is ultimately determined that indemnification for such expenses is not authorized by law or under this Article, which undertaking may be accepted without reference to the financial abi1ity of such person to make repayment.

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I hereby certify that the above By-Laws were adopted by a vote of the Board of Directors

at a duly convened meeting of the Board of Directors on i l -1 '2. - I 3

11

r

Muss Organic Therapy, Inc.

Applicant Non-Profit Corporation------------

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education fonn must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education fonn for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

Residential Address

Title (at applicant non-profit corporation)

I Chief Executive Officer

Name of Applicant Non-Profit Corporation I M•s; o.g•nk Thorapy, Inc.

Highest Education Attained - Institution, Degree, and Yenr

Boston College Masters of Business Administration (MBA) 2001

Management and Operations Profile - Employment and Education Fonn - Page I



Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Em lo er Title Time Period

Ned Davis Research Director of Product Jun 2015 - Present

Fidelity Investments Director of Product Management Apr 2012 - Jun 2015

BISON Co-Founder/Chief Product Officer Jul 2011 - Mar 2012

State Street Global Advisors Vice President - Product Management Feb 2008 - Jul 20 I J

State Street Global Advisors Project Manager Oct 2006 - Feb 2008

State Street Global Advisors Service Assurance Manager Mar 04 - Oct 2006

penalties of perjury, I agree and attest that all infonnation included in this form is complete

01/26/2016

Date Signed

Management and Operations Profile - Employment and Education Form - Page 2

Applicant Non-Profit Corporation __ M_a_ss_o_rg_ an_i_c_Th_e_r_a_Pv_._in_c __ _


This Employment and Education fonn must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individuaVentity responsible for marijuwta for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

I John Doi

Residential Address


I coo

Name of Applicant Non-Profit Corporation

I Mass Organic Therapy, Inc.

Highest Education Attained- Institution, Degree, and Year

4yr College, Christelijke MTS Apeldoom, The Netherlands - Electrical Technology, 1990

Management and Operations Profile - Employment and Education Form - Page I

.. .. Mass Organic Therapy, Inc

Applicant Non-Profit Corporation-------------

Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Employer Title Time Period

Maine Organic Therapy Director of Cultivation November 2015-Present

SunSelect Greenhouses GM June 2014- October 2015

Backyard Farms Greenhouses Director of Operations August 2006-June 2014

H2gro greenhouses GM August 2002-July 2006

Signed under the pains and penalties of perjury, I agree and attest that all infonnation included in this form is complete and accurate.

1/26/2016

Date Signed

Management and Operations Profile - Employment and Education Fonn - Page 2

Mnss Organic ·11icr.1py, Inc.



This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

l Devin Earl


I ChiefFinancinl Officer

Name of Applicant Non-Profit Corporation

Highest Education Attained- Institution, Degree, and Year

Bentley University, MBA, 2000

Management and Operations Profile - Employment and Education Form - Page I

Muss Orgunic 'flu.:rupy. Inc.

Applicant Non-Profit Corporation-------------

Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for ndditionnl employment history entries.

Emolovcr Title Time Period

Massnpoag Advisors Principal 7 II S - Present

Hyperion Funding, LLC Principal II 06- 12115

Boston Illiquid Securities Offering Research Associate 1/12- 12112 Network, Inc.

Case Financial Services, LLC Senior Loan Officer 9/03 - 11/06

Signed under the pains and penalties of perjury, I agree and attest that all information included in this fonn is complete and accurate.

0~~ Signature of the Individual

Management nnd Operations Profile Employment and Education Form - Page 2

the commonwealth of massachusetts...11. please identify any management company that the applicant...

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