the commonwealth of massachusetts...application_!_ of_! __ giving tree health center, inc. applicant...

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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 SUDDERS Secretary MONICA BHAREL, MD, MPH Commissioner Tel: 617-660-5370 www.mass.gov/medicalmar!juana 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 Cettificate of Registration to operate a Registered Marijuana Dispensary ("RMD") in Massachusetts, and has been invited by the Depaitment of Public Health (the "Depattment") 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 Depattment 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 forms. 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). MAR O7 2017

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Page 1: The Commonwealth of Massachusetts...Application_!_ of_! __ Giving Tree Health Center, Inc. Applicant Non-Profit Corporation _____ _ CHECKLIST The forms and documents listed below must

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 SUDDERS Secretary

MONICA BHAREL, MD, MPH Commissioner

Tel: 617-660-5370 www.mass.gov/medicalmar!juana

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 Cettificate of Registration to operate a Registered Marijuana Dispensary ("RMD") in Massachusetts, and has been invited by the Depaitment of Public Health (the "Depattment") 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 Depattment 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 forms. 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).

MAR O 7 2017

Page 2: The Commonwealth of Massachusetts...Application_!_ of_! __ Giving Tree Health Center, Inc. Applicant Non-Profit Corporation _____ _ CHECKLIST The forms and documents listed below must

Giving Tree Health Center, Inc. Application_!_ of_! __ 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:

Depmtment of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, 11th Floor

Boston, MA 02111

All fees are non-refundable and non-transferable.

REVIEW

Applications are reviewed in the order they are received.

After a completed application packet and fee is received by the Depa1tment, 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.

Applicants must receive an invitation from the Depmtment to submit a Siting Profile within 1 year of the date of submission of the Management and Operations Profile or the applicant must submit a new Application of Intent and fee in order to proceed in the application process.

PROVISIONAL CERTIFICATE OF REGISTRATION

Applicants must receive a Provisional Ce1tificate of Registration from the Department within 1 year of the date of the invitation letter from the Department to submit a Siting Profile. If the applicant does not meet this deadline, the application will be considered to have expired. Should the applicant wish to proceed with obtaining a Ce1tificate of Registration, a new application must be submitted, beginning with an Application of Intent, together with the associated fee.

REGULATIONS

For complete information regarding registration of an RMD, please refer to 105 CMR 725.100.

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].

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: BB ---

Management and Operations Profile - Page 2

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Application_!_ of_! __ Giving Tree Health Center, Inc.

Applicant Non-Profit Corporation ______________ _

CHECKLIST

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

0 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 Organization

0 A copy of the Corporation's Certificate of Good Standing from the Massachusetts Secretary of State. The Certificate of Good Standing must be dated no earlier than 90 days prior to the date the Management and Operations Profile is received by the Department.

0 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

0 A completed Remittance Form (use template provided)

[21 A sealed envelope with the name of the Corporation and marked "authorization forms," that contains the

background check authorization forms (use forms 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 forms 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 applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~B~B __

Management and Operations Profile - Page 3

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I I Application __ of __

Giving Tree Health Center, Inc. Applicant Non-Profit Corporation ______________ _

SECTION A. APPLICANT INFORMATION

I. Giving Tree Health Center, Inc.

Legal name of Corporation

Brian Bairos 2.

Name ofCmporation's ChiefExecutive Officer I Plain Street

3, West Bridgewater, MA 02379

Address of Corporation (Street, City/Town, Zip Code)

Brian Bairos 4.

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

5.

6.

774-259-4325

Applicant point of contact's telephone number

[email protected]

Applicant point of contact's e-mail address

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

I

SECTION B. INCORPORATION

8. Attach a copy of the corporation's Articles of Organization, 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. The Cetiificate of Good Standing must be dated no earlier than 90 days prior to the date the Management and Operations Profile is received by the Depatiment.

I 0. Attach a copy of the corporation's bylaws.

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: _B=B __

Management and Operations Profile - Page 4

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Giving Tree Health Center, Inc. Application _I_ of_l __ 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 of2012, 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" document in completing this form.

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

Giving Tree Health Center, Inc. ("GTHC") does not plan to utilize a management company.

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: _B_B __

Management and Operations Profile - Page 5

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Application _1_ of_l __ Giving Tree Health Center, Inc.

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 te1ms of each such agreement.

GIBC has no agreements or contracts, either executed or proposed, in which we will engage in a Related Patty Transaction.

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: ~B~B~_

Management and Operations Profile - Page 6

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Application_!_ of_! __ Giving Tree Health Center, Inc.

Applicant Non-Profit Corporation _______________ _

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

Brian Bairos is the President and Director of the Board of Directors and the CEO and Director of Cultivation of the RMD. The CEO is responsible for all day-to-day management decisions and for implementing the Non-Profit's long and short-term plans. The CEO acts as a direct liaison between the Board and the RMD and communicates to the Board on behalf of the RMD. The Director of Cultivation will oversee the cultivation of all marijuana at the cultivation/processing facility and lead a team of cultivation managers and growers.

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: _B_B __

Management and Operations Profile - Page 7

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Application _I_ of_! __ Giving Tree Health Center, Inc.

Applicant Non-Profit Corporation _______________ _

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

No members of GTHC are 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.

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: ~B~B~_

Management and Operations Profile - Page 8

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1 1 Giving Tree Health Center, Inc. Application __ of __ Applicant Non-Profit Corporation _______________ _

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

There are no contracts or agreements, executed or proposed, under which a percentage or portion of GTHC1s revenue will be distributed to a third party.

The applicant agrees and attests that it will operate in compliance with all applicable state laws and regulations, including, but not limited to, laws regarding child support and taxation, as well as the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance."

03/06/2017

Signattli'e ()f Authorized Signatory Date Signed

Brian Bairos President/CEO/Director of Cultivation

Print Name of Authorized Signatory Title of Authorized Signatory

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: ~B~B~_

Management and Operations Profile - Page 9

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Giving Tree Health Center, Inc. Application _I_ of_! __ Applicant Non-Profit Corporation _______________ _

SECTION D. EXPERIENCE

16. Attach an Employment and Education form (use template provided) for each of the following individuals: The Co1poration's ChiefExecutive 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.

Brain Bairos, CEO: Mr. Bairos has I 0 years of experience running businesses. From 2007-2009 he was the COO of Avion Realty, LLC. From 2009-2011 he was a self-employed realtor. From 2011-2013 he was the COO of Patriot Convenience Store. In 2013 Mr. Bairos co-founded Mcissac and Bairos New England Distribution where he is the CEO. In 2015 he co-founded Colorado Ave, LLC in Rhode Island where he is the COO and Head of Cultivation.

Brian Mclssac, COO: Mr. Mclssac has 4 years of experience 1unning businesses. In 2013 Mr. Mclssac co-founded Mclssac and Bairos New England Distribution where he is the COO. In 2015 he co-founded Colorado Ave, LLC in Rhode Island where he is the CEO and Assistant Cultivator.

Adam Demara!, CFO: Mr. Demara! has 17 years of experience running businesses. From 2000-2007 Mr. Demara! was a shareholder ofBetro and Company, P.C. CPAs. From 2007-2009 he was a Tax Manager with Hurley, O'Neill & Company, P.C. CPA, and from 2009-2010 he worked as a Tax Specialist for the Flatley Company. In 2010 and 2011 he was the Tax Managerfor O'Connor & Drew, P.C. CPA,s. From 2011 to the present Mr. Demara! is aManger at McConnell & Co, P .C. CPAs.

Mr. Demara! also has experience in non-profit. From 2010-present he has served as a Director of the Raynham Youth Soccer League, Inc.

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: ~B~B __

Management and Operations Profile -Page 10

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Application_!_ of_! __ Giving Tree I-Iealth Center, Inc.

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

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

Brain Bairos, CEO: Mr. Bairos has two years of experience with providing health care services. In 2015 Mr. Bairos co-founded Colorado Ave, LLC in Rhode Island where he is the COO and Head of Cultivation. Colorado Ave, LLC is a caregiver cooperative that supplies medical marijuana to Rhode Island registered patients.

Brian Mcissac, COO: Mr. Mclssac has two years of experience providing health care services. In 2015 Mr. Mclssac co-founded Colorado Ave, LLC in Rhode Island where he is the CEO and Assistant Cultivator. Colorado Ave, LLC is a caregiver cooperative that supplies medical marijuana to Rhode Island registered patients.

Adam Demaral, CFO: Mr. Demaral does not have any experience with 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: _B_B __

Management and Operations Profile - Page 11

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Application_!_ of_l __ A I. N p fi C . Giving Tree Health Center, Inc.

pp tcant on- ro it orporat10n -----------------

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.

Brain Bairos, CEO: Mr. Bairos has two years of experience providing services for marijuana for medical purposes. In 2015 Mr. Bairos co-founded Colorado Ave, LLC in Rhode Island where he is the COO and Head of Cultivation. Colorado Ave, LLC is a caregiver cooperative that supplies medical marijuana to Rhode Island registered patients.

Brian Mclssac, COO: Mr. Mclssac has two years of experience providing services for marijuana for medical purposes. In 2015 Mr. Mclssac co-founded Colorado Ave, LLC in Rhode Island where he is the CEO and Assistant Cultivator. Colorado Ave, LLC is a caregiver cooperative that supplies medical marijuana to Rhode Island registered patients.

Adam Dernaral, CFO: Mr. Demaral does not have any experience with providing services for marijuana for medical purposes.

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: BB ---

Management and Operations Profile -Page 12

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Application _I_ of_! __ Giving Tree Health Center, Inc.

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

20. Describe the experience, and length of experience, of the Corporation's individual/entity 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.

Brain Bairos, Director of Cultivation: Mr. Bairos has two years of experience with providing services for marijuana for medical purposes. In 2015 Mr. Bairos co-founded Colorado Ave, LLC in Rhode Island where he is the COO and Head of Cultivation. Colorado Ave, LLC is a caregiver cooperative that supplies medical marijuana to Rhode Island registered patients. As the COO and Head Cultivator for Colorado Ave, LLC. Mr. Bairos has cultivated and provided marijuana for medical purposes to registered medical marijuana patients in Rhode Island.

Michael De Sousa, Director of Security: Mr. Desousa does not have any experience with providing services for n1arijuana for medical purposes. Mr. Desousa does have extensive experience in the security industry that will transfer to his role as Director of Security for GTHC. He has 14 years of experience in the security industry and he is currently the Vice President of Security Service Specialists, Inc.

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: _B_B __

Management and Operations Profile - Page 13

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Application_!_ of_! __ Giving Tree Health Center, Inc.

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

SECTION E. OPERATIONS

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

GTHC Standard Operating Procedures ("SOPs) for cultivation will outline the methods for the cultivation of marijuana for medical use. We will initially cultivate a variety of strains of marijuana from seed and selecting strains with a range of genetic profiles (e.g. Indica, Sativa and hybrids) with varying ratios oftetrahydracannabinol (THC) and cannabidiol (CBD). We will provide a wide range of marijuana products targeting various medical conditions.

GTHC cultivation SOPs are compliant with 105 CMR 725.105 and 105 CMR 500.000. All plants will be tracked electronically through seed to sale and will be monitored daily for signs of contamination, including but not limited to mold, fungus, bacterial diseases, rot, pests, non-organic pesticides, mildew, and any other conta1ninant identified as posing potential harm. Our focus will be on preventing these problems before they occur by maintaining robust sanitation policies for each of the grow areas, including strict and n1andatory compliance with hand-washing protocols.

Our SOPs mandate that all of our marijuana products be tested in compliance with 105 CMR 725.105(C) and the Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana Infused Products for Massachusetts Registered Medical Marijuana Dispensaries.

Grow media that will be used for cultivation will meet the U.S. Agency for Toxic Substances and Disease Registry's Environmental Media Evaluation Guidelines for residential levels and all nutrients will be USDA approved. Water used in cultivation will be purified using reverse-osmosis water :filtration. We will test our water in~house on a daily basis for ph and hardness and ensure the water will be tested in accordance with the Protocol for Sampling and Analysis of Environmental Media for Massachusetts Registered Medical Marijuana Dispensaries.

All our grow areas will be restricted to appropriate personnel, who will wear personal protective equipment designed to protect not only the wearer but also the plants from potential contamination. Each grow room will be individually climate controlled for temperature, humidity and circulation. Air entering the facility from outside will be filtered appropriately for contaminants.

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: ~B~B~-

Management and Operations Profile - Page 14

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Giving Tree Health Center, Inc. Application _I_ of_! __ Applicant Non-Profit Corporation----------------

22. Describe the types and forms of Marijuana Infused Products ("M!Ps") that the RMD intends to produce, if any.

GTHC plans to offer several types ofMIP's to our qualifying registered patients:

-Oils for vaporizing; -Tinctures; -Lozenges; and -Capsules

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: _B_B __

Management and Operations Profile-Page 15

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Giving Tree Health Center, Inc, Application_!_ of_! __ Applicant Non-Profit Corporation----------------

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

GTHC intends to extract oils for our MIPs using a closed loop supercritical C02 extraction process. We plan to purchase a Waters SFE Bio-Botanical Extraction System or similar equipment for the extraction of Marijuana Oils.

The oils derived from the extraction process will be used for the production of the edible and non-edible MlPs. We plan to build out a commercial kitchen using commercial kitchen equipment for the production of these MIPs.

All MJP's will be prepared, handled, and stored in compliance with the sanitation requirements in 105 CMR 500.000, Good Manufacturing Practices for Food, and with the requirement for food handlers specified in I 05 CMR 300.000: Reportable Diseases, Surveillance, and Isolation and Quarantine Requirements.

Our MIP's will be tested in accordance with 105 CMR 725.105(C)(2) and will follow the DPH Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana Infused Products for Massachusetts Registered Medical Marijuana Dispensaries.

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: _B~B~_

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Giving Tree llealth Center, Inc. Application_•_ of_1 __ Applicant Non-Profit Corporation----------------

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

GTHC SOPs require quality control (QC) procedures throughout all processes at the Cultivation/Processing facility. These SOPs were developed using current Good Manufacturing Practices (GMP) and Good Agricultural Practice (GAP). Our SOPs require, that all plants at each phase of cultivation be examined daily by cultivation agents for signs of undesirable characteristics such as the presence of male plants, contamination in the form of pests, molds, fungi and other threats to vegetative growth. Any plant showing these characteristics will be immediately isolated and disposed of. Our SOPs ensure personnel maintain adequate personal cleanliness and that the facility and equipment are kept in a clean and sanitary condition.

These SOPs require that environmental conditions in the facility are continually monitored to ensure that these conditions are optimal and safe for the cultivation of marijuana.

Our SOPs require compliance with I 05 CMR 725.105(C) and the Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana Infused Products for Massachusetts Registered Medical Marijuana Dispensaries, and the Protocol for Sampling and Analysis of Environmental Media for Massachusetts Registered Medical Maiijuana Dispensaries.

We will contract with an independent third party testing laboratory in Massachusetts that is compliant with 105 CMR 725.105(C)(2)(d) for our required testing.

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: _B~B~_

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Giving Tree liealth Center, Inc. Application _1 _ of_1 __ Applicant Non-Profit Corporation----------------

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

GTHC's Confidentiality/Privacy SOPs were written in accordance and are compliant with 105 CMR 725.200 and 105 CMR 725.105(H) and(!). They ensure that information held by the G1HC or its employees about registered qualifying patients, personal caregivers and dispensary agents will be confidential and will not be disclosed without the written consent of the individual to whom the information applies, or as required under law or pursuant to an order from a court of competent jurisdiction, provided, however, the Department may access this information to carry out official duties.

All GTHC employees will be trained in Confidentiality/Privacy prior to pe1forming job functions and annually thereafter. This training will be documented and each employee must sign a statement indicating the date, time, and place he or she received said training including the name and title of presenters.

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 signat01y here: BB ---

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Giving Tree Health Center, Inc. Application _I_ of_! __ Applicant Non-Profit Corporation---------------

31. Provide a summary of the RMD's personnel policies.

GTHC Personnel Policies will be incorporated into the Employee Handbook. These policies cover a wide range of issues including, but not limited to:

Hiring; Sexual Harassment; Training; Code of Conduct; Discipline; Safety and Security; Confidentiality/Privacy; Methods for identifying, recording, and reporting diversion, theft or loss; Alcohol and Drug Free Workplace; Sexual Harassment; Equal Opportunity Employment; Probationary Period; Positions; Wages; Overtime; Payroll Info1mation; Accident Reports; Health Insurance; Time Off; and Workers Compensation Insurance.

These policies will be covered in the employees' initial orientation. All employees will sign a document stating that they understand and will abide by these policies.

G1BC has a policy for the immediate dismissal of any dispensary agent who has dive1ied marijuana or engaged in unsafe practices with regard to the operation of the RMD, which will be reported to the Department and local law enforcement.

All employees will be registered with DPH in accordance with I 05 CMR 725.030 and undergo training prior to performing job functions, appropriate to the roles and responsibilities of the job function and will include training on Confidentiality/Privacy. Employees will receive a minimum of 8 hours of on-going training annually.

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: _B_B __

Management and Operations Profile - Page 24

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Giving Tree Health Center, Inc. Application _I_ of_! __ Applicant Non-Profit Corporation -----------------

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

GTHC's Record Keeping SOPs are in compliance with 105 CMR 725.105(1) and all other related regulations. Our SOPs require that all records that are required to be accessible to DPH will be stored in such a manner as to be immediately accessible to DPH upon request. These records include but are not limited to: Operating procedures; Inventory records; Seed to sale tracking; Personnel records; Business records; Waste disposal records; and Transportation Manifests.

Security and inventory tracking information, including visitor logs, inventmy information and video surveillance infmmation will be kept and stored in compliance with 105 CMR 725.110.

Any hardcopy records that contain patient, caregiver or Agent information that require disposal will be destroyed by shredding and disposed through a certified document disposal service.

In the event of, and following a closure of GTHC, all records will be kept for at least 2 years at the expense of the GTHC and in a form and location acceptable to the Department.

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: ~B~B __

Management and Operations Profile - Page 26

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Giving Tree Health Center, Inc. Application _I_ of_! __ Applicant Non-Profit Corporation _______________ _

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

GTHC will provide all patients and caregivers with Patient Education Materials that have been developed in accordance and in compliance with I 05 CMR 725.105(K). We will always keep an adequate supply of current educational materials on hand that will be given to all patients and caregivers.

These materials will include all required wan1ings, info1mation, materials, statements and facts that are required in 105 CMR 725.105(K)(l-9).

We will provide tracking sheets to all patients and caregivers that will allow patients to track the strains used and their associated effects.

All education materials will be available in languages accessible to all patients served by GTHC, including for the visually and hearing impaired.

These Patient Education Materials will be made available for inspection by the Department upon request.

Infmmation on this page has been reviewed by the applicant, and where provided by the applican~ is accurate and complete, as indicated by the initials of the authorized signatory here: _B_B __

Management and Operations Profile - Page 27

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Giving Tree Health Center, Inc. Application _I_ of_! __ 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.

GTHC will implement a program to provide reduced cost marijuana to patients with documented verified financial hardship. Any patient that is a recipient ofMassHealth or Supplemental Security Income, or the patient's income does not exceed 300% of the federal poverty level ("FPL"), adjusted for family size, will be entered into this program.

All patients that can show proof that they are a recipient ofMassHealth or Supplemental Security Income will receive a lOo/o discount on up to 1 ounce per month of Marijuana products.

All patients that can show proof that their income is equal to or less than 300% of the FPL, adjusted for family size, will receive a discount on up to 1 once per month of Marijuana products based on the scale below:

FPL of 300%-200%: 10% Discount FPL of 199%-100%: 15% Discount FPL below 100%: 20% Discount

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: _B~B~_

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Giving Tree Health Center, Inc. Application_!_ of_! __ Applicant Non-Profit Corporation----------------

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

GTHC plans to offer a robust training curriculum to our employees. GTHC employees will be trained immediately after being hired and prior to performing job functions and entering any limited access areas. Initial training will be done during employee orientation and will include, at a minimum the following subjects: ConfidentialityfPrivacy; Security and Safety; Sexual Harassment; Emergency Action Plan; Code of Conduct; Discipline; and Alcohol and Drug Free Workplace.

After initial training, employees will complete training that is tailored to the roles and responsibilities of the job function of each employee. This training will consist of classroom, online and on the job training.

All employees will complete a minimum of 8 hours of ongoing training annually. All annual training will include privacy and confidentiality, and other topics as specified by the Department.

GTHC will document all training, including training regarding privacy and confidentiality requirements. Training documents shall include a signed statement from the employee indicating the date, time, and place he or she received said training and the topics discussed, including the name and title of presenters.

Info1mation 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: _B_B __

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Giving Tree Health Center, Inc. Application_!_ of_! __ Applicant Non-Profit Corporation----------------

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

Yes IZI No D

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

Yes IZI 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.

GTHC will obtain and maintain general liability insurance coverage for no less than $1,000,000 per occurrence and $2,000,000 in aggregate annually, and product liability insurance for no less than $1,000,000 per occurrence and $2,000,000 in aggregate annually with a deductible no higher than $5,000 per occurrence.

If, for any reason, we cannot attain and/or maintain the insurance requirements described above, GTHC will place at least $250,000 in an escrow account to be expended for only the coverage of liabilities.

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: BB ---

Management and Operations Profile - Page 31

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1 1 Giving Tree Health Center, Inc. Application __ of __ Applicant Non-Profit Corporation---------------

SECTION F. CAPITAL CONTRIBUTORS

List all persons and entities known to date that are 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.

Individual Name Amount oflnitial Capital Percentage of Initial

Committed Capital Committed

Sergey Bologov $ 751,163.11 50

Julia Bologova $ 751,163.10 50

$

$

$

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

Management and Operations Profile - Page 32

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l. . I f I App 1cat10n __ o

Entity Name

Giving Tree Health Center, Inc. Applicant Non-Profit Corporation _______________ _

Amount of Initial Percentage of Leadership Names Capital Initial Capital

Committed Committed Entity CEO/ED:

Entity President/Chair: $

Entity CEO/ED:

Entity President/Chair: $

Entity CEO/ED:

Entity President/Chair: $

Entity CEO/ED:

Entity President/Chair: $

Entity CEO/ED:

Entity President/Chair: $

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: _B_B __

Management and Operations Profile - Page 33

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<

I I Giving Tree llealth Center, Inc. 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 infonnation included in this application is complete and accurate and that I have an ongoing obligation to submit updated information to the Department ifthe information presented within this application has changed.

L .- ··~

C. ;;<.; ... ······-;, 03/06/2017

Signature of Authorized Signatory Date Signed

Brian Bairos

Print Name of Authorized Signatory

President/CEO/Director of Cultivation

Title of Authorized Signatory

I hereby attest that ifthe corporation is allowed to proceed to submit a Siting Profile, the co1poration is prepared to comply with all Siting Profile requirements.

03/06/2017

Date Signed

Brian Bairos

Print Name of Authorized Signatory

President/CEO/Director of Cultivation

Title of Authorized Signatory

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: .=B.=B __

Management and Operations Profile - Page 34

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Application 1 of 1 Applicant of Non-Profit Corporation: Giving Tree Health Center, Inc.

Section B

Articles of Incorporation

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MA SOC Filing Number: 201602704550 Date: 11/3/2016 2:53:00 PM

The Commonwealth of Massachusetts William Francis Galvin

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

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

Minimum Fee: $35.00

;~!!i~~~~li?!~l{~!!~~:~;·~~~c:~=:5;~~:~;:~~?~;~~:,~;~o~~~~~~~r:;~:,f;{ Identification Number: 001246758

ARTICLE I

The exact name of the corporation is:

GIVING TREE HEALTH CENTER, INC.

ARTICLE II

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

IN COMPLIANCE WITH 105 CMR 725.lOO(A)ill, THE CORPORATION SHALL AT ALL TIMES OPE RATE ON A NON-PROFIT BASIS FOR THE BENEFIT OF REGISTERED QUALIFYING PATIENTS, AND SHALL ENSURE THAT THE REVENUE OF THE CORPORATION IS USED SOLELY IN FURT HERANCE OF ITS NON-PROFIT PURPOSE.

ARTICLE Ill

A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration 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:

CLASSES OF MEMBERS, THE DESIGNATION OF SUCH CLASSES, THE MANNER OF ELECTION OR APPOINTMENT, THE DURATION OF MEMBERSHIPS AND THE QUALIFICATIONS AND RIG HTS, INCLUDING VOTING RIGHTS OF THE MEMBERS OF EACH SUCH CLASS SHALL BE DETE RMINED IN ACCORDANCE WITH THE PROVISIONS OF THE BY-LAWS.

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

Notes: The preceding four (4) atricles are considered to be permanent and may only be changed by filing appropriate Articles of Amendment.

ARTICLEV 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

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

ARTICLE VII

The information contained in Article VII is 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 is:

No. and Street: 1 PLAIN STRET City or Town: WEST BRIDGEWATER State: MA Zip: 02379 Country: USA

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

Title

PRESIDENT

TREASURER

CLERK

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

Individual Name First, Middle, Last, Suffix

BRIAN BAIROS

ALFREDO A. PEREIRA

BRIAN BAIROS

ALFREDO A. PEREIRA

LYUDMILA RABINOVICH

OLEG V. CHRISTIE

Address (no PO Box)

Address, City or Town, State, Zip Code

Expiration of Term

Next Annual Meeting

Next Annual Meeting

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Next Annual Meeting

Next Annual Meeting

Next Annual Meeting

Next Annual Meeting

Next Annual Meeting

c. The fiscal 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:

No. and Street:

City or Town:

BRIAN BAIROS 1 PLAIN STREET WEST BRIDGEWATER State: MA Zip: 02379 Country: USA

I/We, the below signed incorporator(s), do hereby certify nnder the pains and penalties of perjury that

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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: BRIAN BAIROS

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose '' ;''

siguature(s) appear below as iucorporator(s) and whose uame(s) and business or residential address (es) 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 Organization as incorporator(s) this 3 Day of November, 2016. (If an existing co1poration is acting as inco1porator, 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 said business entity and the title he/she holds or other authority by which such action is taken.) BRIAN BAIROS 1 PLAIN STREET WEST BRIDGEWATER, MA 02379

© 2001 M 2016 Commonwealth of Massachusetts AH Rights Reserved

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MA SOC Filing Number: 201602704550 Date: 11/3/2016 2:53:00 PM

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:

November 03, 2016 02:53 PM

f

WILLIAM FRANCIS GAL VIN

Secretary of the Commonwealth

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Application I of 1 Applicant of Non-Profit Corporation: Giving Tree Health Center, Inc.

Section B

Certificate of Good Standing

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William Francis Galvin Secretary of the Commonwealth

~~ p/'~~8/ Jecreta(Y (!/tb (JommonDH:a!th

Jtat€'%tue, [iJo~ Afa&raeiUE&ZtJ/ 021SS

Date: February 28, 2017

To Whom It May Concern :

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

GIVING TREE HEALTH CENTER, INC.

is a domestic corporation organized on November 03, 2016

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

era! 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, !IA, or llB; 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.

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

~~~~ Secretary of the Commonwealth

Certificate Number: 17020475460

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

Processed by:

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Application 1 of 1 Applicant of Non-Profit Corporation: Giving Tree Health Center, Inc.

Section B

Bylaws

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BY-LAWS

OF

GIVING TREE HEALTH CENTER, INC.

ARTICLE I

Name and Organization

1. The name of this corporation is Giving Tree Health Center, Inc. hereinafter called

the "corporation" or "Giving Tree."

2. The corporation has been organized as a not-for-profit corporation under Chapter

180 of the General Laws of the Commonwealth of Massachusetts.

ARTICLE II

Purposes

The purpose of the corporation shall be as set forth in the Articles of Organization. In

compliance with 105 CMR 725.lOO(A)(i), the corporation shall at all times operate on a

non-profit basis for the benefit of registered qualifying patients, and shall ensure that the

revenue of the corporation is used solely in furtherance of its non-profit purpose.

ARTICLE III

This Article left intentionally blank.

ARTICLE IV

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Board of Directors

1. Powers. The affairs of the corporation shall be managed by a Board of Directors

who may exercise all the powers of the corporation except as otherwise provided by law,

the Articles of Organization or these By-Laws. The Board shall initially consist of the

Directors named as such by the incorporator in the Articles of Organization. In the event

of any vacancy in the Board of Directors, the remaining Directors, except as otherwise

provided by law, may exercise the powers of the full Board until such vacancy is filled.

The Board of Directors shall fix the compensation and duties of all officers of the

corporation.

2. Selection. A Board of Directors of such number, not less than three (3) nor more

than fifteen (15), as shall be fixed by the Directors, shall be elected by seventy-five

percent of the existing Directors at the annual meeting of the corporation. Any Director

may succeed himself or herself in office. Any competent individual aged 18 or over, may

serve as a Director.

3. Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting

from the enlargement of the Board, may be filled by a vote of not less than seventy-five

percent of the existing Directors ..

4. Tenure. Except as otherwise provided by law, the Articles of Organization or

these By-Laws, Directors shall hold office until the next annual meeting of the

corporation and thereafter until their successors are chosen and qualified. Any Director

may resign by delivering his or her written resignation to the corporation at its principal

office or to the President or Clerk. Such resignation shall be effective upon receipt unless

2

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it is specified to be effective at some other time or upon the occurrence of some other

event.

5. Removal. A Director may be removed by a vote of not less than seventy-five

percent of the existing Directors for cause only after reasonable notice and an opportunity

to be heard before the body proposing to remove him or her.

6. Meetings. The Board of Directors of the corporation shall meet as provided under

Article VI of the By-Laws.

7. Committees. The Directors may, by vote of a majority of the Directors then in

office, elect from their number an executive or other committees and may by a 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. The Directors may

also create advisory or other committees which are not made up of then-serving

Directors. Except as the Directors may otherwise determine, any such conunittee 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 nearly as may be in the same manner

as is provided by these By-Laws for the Directors.

ARTICLEV

Officers

1. President and Vice Presidents. The President shall preside, when present,

at all meetings of the corporation. The President shall have such other authority and

discharge such further duties as the Directors may from time to time specify.

3

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The Vice President shall, in the absence or disability of the President or a vacancy

in that office, perform the duties and exercise the authority of the President and shall

perform such other duties and shall have such other authority as the Directors may from

time to time designate.

2. The Treasurer shall, subject to the direction of the Directors, have general charge

of the financial affairs of the corporation. He or she shall have custody of all funds,

securities and valuable documents of the corporation, except as the Directors may

otherwise provide.

He or she may endorse for deposit or collection all cash, checks, notes, and other

instmments payable to the corporation or its order and may accept drafts on behalf of the

corporation. He or she shall cause to be kept accurate accounts of the corporation's

transactions.

3. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in

addition to the duties and powers specifically set forth in these By-Laws, such other

duties and powers as the Directors may from time to time designate.

4. Indemnification. The corporation, acting through its Board of Directors, shall be

authorized to indemnify each person who now or thereafter serves as a Director, officer,

employee or agent of the corporation or who serves at its request as a Director, officer,

employee or agent of any other organization, or who serves at the corporation's request in

any capacity with respect to any employee benefit plan ("Corporate Service"), and the

heirs, executors, administrators and other legal representatives of each such person from

and against all expenses and losses reasonably incurred or suffered by them in connection

with any claim, action, suit or proceeding, civil or criminal, actual or threatened, in which

4

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he or she may be involved by reason of his or her Corporate Service, regardless of

whether he or she is such a Director, officer, employee or agent, or involved with any

employee benefit plan, at the time of incurring such expenses and losses, except with

respect to any matter as to which he or she shall have been adjudicated in any proceeding

not to have acted in good faith in the reasonable belief that his or her action was in the

best interest of the corporation. The corporation, acting through its Board of Directors,

may compromise and settle any such claim, action, suit or proceeding and pay such

expenses and losses, if such settlement and payment appear to be in the best interest of

the corporation.

Such indemnification may include payment by the corporation of expenses

incurred in defending a civil or criminal action or proceeding in advance of its final

disposition, upon receipt of an undertaking by the person indemnified to repay such

payment ifhe or she shall be adjudicated to be not entitled to indemnification (which

undertaking may be accepted without reference to the financial ability of such person to

make repayment).

The corporation, acting through its Board of Directors, shall have the power to

purchase and maintain insurance on behalf of any person who is or was a Director,

officer, employee or other agent of the corporation or is or was serving at the request of

the corporation as a Director, officer, employee or other agent of another organization, or

who is or was serving in any capacity with respect to any employee benefit plan, against

any liability incurred by him or her in any such capacity, or arising out of his or her status

as such, whether or not the corporation would have the power to indemnify him or her

against such liability.

5

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ARTICLE VI

Meetings of the Corporation

1. Annual Meeting. The annual meeting of the corporation commencing in 2016,

shall be held on the first day of December in each year (or, ifthat is a legal holiday in the

place where the meeting is to be held, on the next succeeding full business day) at 10:00

A.M. unless a different hour is fixed by the Directors or the President and stated in the

notice of the meeting. The purposes for which the annual meeting is to be held, in

addition to those prescribed by law, the Articles of Organization or these By-Laws, may

be specified by the Directors or the President. 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.

2. Place of Meetings. All meetings shall be held at the principal office of the

corporation unless a different place (within the United States of America) is fixed by the

Directors or the President and stated in the notice of the meeting.

3. Notice of Meetings. A written notice of every meeting of the corporation stating

the place, date and hour thereof, and the purposes for which the meeting is to be held,

shall be given by the Clerk or by the person calling the meeting at least seven (7) days

before the meeting to each person entitled to vote thereat and to each person who by law,

the Articles of Organization or these By-Laws is entitled to such notice, by leaving such

notice with him or her or at his or her residence or usual place of business, or by mailing

it postage prepaid and addressed to such person at his or her address as it appears on the

books of the corporation. Providing a notice of such meeting by electronic means to the

6

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usual electronic address of a person entitled to vote at such meeting is an acceptable

means of providing notice. No notice need be given to any person if a written waiver of

notice, executed before or after the meeting by the person or his or her attorney thereunto

authorized, is filed with the records of the meeting.

4. Quorum. The Board of Directors shall determine the number of Directors or other

persons necessary to constitute a quorum at any meeting.

5. Action at Meeting. Each Director shall have one vote. When a quorum is present

at any meeting, seventy-five percent of the votes properly cast by the Directors present, in

person or duly represented, shall decide any question, including election to any office,

unless otherwise provided by law, the Articles of Organization or these By-Laws.

6. Action without a Meeting. Any action to be taken may be taken without a

meeting if all Directors entitled to a vote on the matter consent to the action in writing

and the written consents are filed with the records of the meetings of the corporation.

Such consents shall be treated for all purposes as a vote at a meeting.

Unless the Articles of Organization or these By-Laws otherwise provide, the

Directors or any committee designated thereby may participate in a meeting of the Board

or such committee by means of a conference telephone connection 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.

ARTICLE VII

Finances

7

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TI1e revenues of the corporation shall be derived from revenue, gifts, grants and

conttibutions received by the corporation. The Board of Directors may also establish

membership and membership dues, fees or assessments as a condition of membership.

Notice of any changes in dues, fees or assessments, if any, shall be given in writing to the

members, if any, affected at least sixty (60) days before such change becomes effective.

ARTICLE VIII

Miscellaneous Provisions

1. Fiscal Year. Except as from time to time otherwise determined by the Directors,

the fiscal year of the corporation shall be the twelve (12) months ending the last day of

December.

2. Seal. The seal of the corporation shall, subject to alteration by the Directors, bear

its name, the word "Massachusetts" and year of its incorporation.

3. Execution oflnstruments. All deeds, leases, transfers, instruments or contracts,

bonds, notes, tax returns, tax reports and other obligations auth01ized to be executed by

an officer of the corporation on its behalf shall be signed by the President, the Executive

Vice President or the Treasurer except as the Directors may generally or in particular

cases otherwise determine.

4. C01porate Records. TI1e original or attested copies of the Articles of

Organization, the By-Laws and the records of all meetings of the incorporator and the

Directors (and members, if any) shall be kept in Massachusetts at the principal office of

the corporation. Such copies and records need not all be kept in the same office.

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5. Articles of Organization. All references in these By-Laws to the Articles of

Organization refer to the Articles of the Organization of the corporation, as amended or

restated, and in effect from time to time.

6. Amendments. These By-Laws may at any time be amended by a 2/3 majority

vote of the Directors, provided that any such amendment shall not be effective until 60

days after the Directors unanimous vote, but may be effective sooner if the Member

agrees to the amendment of the By-Laws unanimously voted by the Directors.

7. Relationship. Nothing contained in these By-Laws or in the Articles of

Organization shall constitute the Directors of the corporation as partners or agents of one

another for any purpose. No officer, Director, committee member, employee or agent of

the corporation shall be liable for any acts or omission to act on the part of any other

member, officer, Director, committee member, employee or agent of the corporation. No

member, officer, Director, committee member, employee or agent shall be liable for his

or her acts or omission to act under these By-Laws or under the Articles of Organization,

except for acts or omissions to act arising out of his or her willful negligence or

intentional misconduct. All officers, Directors, and committee members will participate

in the affairs of the corporation individually, and not as representatives or agents of their

respective employers (except where the corporation is the employer), and such employers

shall have no liability for any acts or omissions relating to the affairs of the corporation.

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Application 1 of 1 Applicant of Non-Profit Corporation: Giving Tree Health Center, Inc.

Section D

Employment and Education Forms

Page 53: The Commonwealth of Massachusetts...Application_!_ of_! __ Giving Tree Health Center, Inc. Applicant Non-Profit Corporation _____ _ CHECKLIST The forms and documents listed below must

Giving Tree Health Center, Inc.

Applicant Non-Profit Corporation _____________ _

SECTION D. EMPLOYMENT AND EDUCATION FORM

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 Depaiiment of Public Health.

Name

Michael Desousa

Residential Address

Title (at applicant non-profit corporation)

Di rector of Security

Name of Applicant Non-Profit Corporation

I Giving Tree Health Center, Inc.

Highest Edncation Attained - Institution, Degree, and Year

Arlington High School, 2002

Management and Operations Profile - Employment and Education Form - Page 1

Page 54: The Commonwealth of Massachusetts...Application_!_ of_! __ Giving Tree Health Center, Inc. Applicant Non-Profit Corporation _____ _ CHECKLIST The forms and documents listed below must

Giving Tree Health Center, 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.

Em plover Title Time Period

Secuiity Service Specialists, Inc. Vice President 2015-Present

Security Service Specialists, Inc. Director 2012-2015

Security Service Specialists, Inc. Operations Manager 2009-2012

Allied Barton State Street Bank Supervisor 2003-2009

Signed under the pains and penalties of petjury, I agree and attest that all information included in this form is complete

and <;:C::Z_7-~aj~0 3/<o /17

Signature of'the-l~ Date Signed

Managen1ent and Operations Profile - Etnployrnent and Education Form - Page 2

Page 55: The Commonwealth of Massachusetts...Application_!_ of_! __ Giving Tree Health Center, Inc. Applicant Non-Profit Corporation _____ _ CHECKLIST The forms and documents listed below must

Giving Tree Health Center, Inc.

Applicant Non-Profit Corporation ____________ _

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Adam J. Demara!

Residential Address

Title (at applicant non-profit corporation)

I Chief Financial Officer

Name of Applicant Non-Profit Corporation

I Giving Tree Health Center, Inc.

Highest Education Attained - Institution, Degree, and Year

Suffolk University, Masters in Taxation, 2006

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

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Giving Tree Health Center, 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.

Emolover Title Time Period

McConnell, Rothman & Co., P.C. CPAs Manager 2011-Present

O'Connor & Drew, P.C. CPAs Tax Manager 2010-2011

The Flatley Company Tax Specialist 2009-2010

Hurley, O'Neill & Company, P.C. CPA Tax Manager 2007-2009

Betro & Company, P.C. CPAs Shareholder 2000-2007

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

. A~f~ 0 Date Signed

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

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Giving Tree Health Center, Inc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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 Depattment of Public Health.

Name

Brian Bairos

Title (at applicant non-profit corporation)

President and Director of the Board; CEO; Director of Cultivation

Name of Applicant Non-Profit Corporation

I Giving Tree Health Center, Inc.

Highest Edncation Attained - Institntion, Degree, and Year

Northeastern University, Paralegal Degree, 2000

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

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Giving Tree Health Center, 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.

Emolover Title Time Period

Colorado Ave., LLC CEO and Head of Cultivation 2015-Present

Mclssac and Bairos New England coo 2013-Present Distribution

Patriot Convenience Store CEO 2011-2013

SelfEmployed (Real Estate) CEO 2009-2011

Avion Realty, LLC coo 2007-2009

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

cS1gnatu1'e of the Individual Date Signed

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

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Giving Tree Health Center, Inc.

Applicant Non-Profit Corporation ____________ _

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Brian Mclssac

Residential Address

Title (at applicant non-profit corporation)

I Chief Operating Officer

Name of Applicant Non-Profit Corporation

I Giving Tree Health Center, Inc.

Highest Education Attained - Institution, Degree, and Year

Sliver Lake High School, 1974

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

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Giving Tree Health Center, 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.

Emolover Title Time Period

Colorado Ave., LLC COO and Assistant Cultivator 2015-Present

Mclssac and Bairos New England CEO 2013-Present Distribution

Patriot Convenience Store coo 2011-2013

Achieve Fitness Fitness Trainer 2009-2011

Quality Homes Salesman 2006-2009

Signed under th1

and accurate.~ pains and penalties of petjuty, I agree and attest that all information included in this form is complete

Signature of l~e Individual

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