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CHARLES D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' 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 64Mlretary MONICA BHAREL. MD, MPH Commluloner Tel: 617-660&70 WW#JnaSl.QOV/medlcllrnatifuaM MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to to Operate a Registered Marijuana Dispensary This application form is to be completed by a non-profit corporation that wishes lo apply for a Certificate of Registration to operate a Registered Marijuana Dispensary ("'RMD") in Massachusetts, and has been im·ited by the Department of Public Health (the "Department'') to submit a Management and Operations Pro.file. Once invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile \\ithin 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 e."Xecutive, member, or any entity O\\ited or controlled by such an executh·e or member, may directly or indirectly control more than three RMDs. However, even if submitting aManagemem and Operations Profile for more than one RMD, an applicant need only submit one background check packeL including authorization forms for all required individuals. and fee associated with the background checks. Unless indicated othen'llise, all responses must be typed into the application forms. Handwritten responses "'ill not be accepted. Please note that character limits include spaces. Attachments should be lllbelled or marked so as to identif)• the question to which it relates. Each submitted application must be a complete, collated response, printed single-sided, and secured with a binder dip (no ring binders, spiral binding, staples, or folders).

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Page 1: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

CHARLES D. BAKER

KARYN E. POUTO LlfluteMnt GOYemof'

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 64Mlretary

MONICA BHAREL. MD, MPH Commluloner

Tel: 617-660&70 WW#JnaSl.QOV/medlcllrnatifuaM

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to R~stration to

Operate a Registered Marijuana Dispensary

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

Once invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile \\ithin 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 e."Xecutive, member, or any entity O\\ited or controlled by such an executh·e or member, may directly or indirectly control more than three RMDs.

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

Unless indicated othen'llise, all responses must be typed into the application forms. Handwritten responses "'ill not be accepted. Please note that character limits include spaces.

Attachments should be lllbelled or marked so as to identif)• the question to which it relates.

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

Page 2: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc

Application _I_ of_J __ Applicant Non-Profit Corporation------------ --

Mail or hand-deliver the Management and Operations Profile, \\ith a.11 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 Ill 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 Department, the Deparunent \\ill review the infonnation and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they ha,·e met the standards necessary lo be invited to submil a Siting Profile.

PROVISIONAL CERTIFICATE OF REGISTRATION

Applicants haYe one year from the date of the submission of the Management and Operations Profile lo receh·e a Pro..,.isional 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 725.100.

It is the applicant's responsibility to ensure that a.11 responses are consistent with the requirements of 105 CMR 725.000, et seq., and an) requirements specified by the Department, as applicable.

PUBLIC RECORDS

Please note that all application responses, including all attachments, will be subj eel 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 RMDappllcal1on a:state ma us

Information on Uu:; pugc hus bc4.-n n."\-1ewed by the appb. d where provided b) the uppliCillll is uccunile und complete, as indu:atcd by the m11Jals of the authonzcd signatory here

Ma1111gcn1ent uml Op1..11ltions Prolilc - Pugc 2

Page 3: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, lnc.

Application _l_ of_l __ Applicant Non-Profit Corporation--------------

CHECKLIST

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

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

ta A copy of the Corporation· s Articles of Incorporation

[!]A copy of the Corporation's Certificate of Good SJandlng from the Massachusetts Secrelary of Stale

[ZJ A copy of the Corporation's bylaws

[ZJ 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

[ZJ A bank or cashier's check made payable to the Commonwealth ofMassachusells for S30,000

[ZJ A completed Remittance Form (use template proYided)

l!l 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 follo\\ing 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 Dneclors; each Member of the Corporation, if any; and each person and entity known to date that ts 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 lhis page hns bi:en n .. "Vicwc:d by the npphllii and wl11.-rc providc:J by lhc upplicnnt, is uccw-ntc and comph:tc:, l'l:i

md1catcd hy the 1m1Jals of the authonzcd signatory here -ManngL"tllcnt and Operation:; Profile - Page 3

Page 4: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Orgllnic Therapy, Inc. I I

Applit.ltion __ of __ Applic:mt Non-Profit Corporation--------------

SECTION A. APPLICANT INFORMATION

I.

2.

Mass Organic Therapy, Inc.

LegaJ name of Corporation

Name of Corporation's Chief Executi\'e Officer l61 Wareham Street

3. Middleboro, MA 02346

Address of Corporation (Street, Cityffo\\11, 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 a1Ui Operations Profiles do you intend to submit?

SECTION B. INCORPORATION

8. Attach a copy of the corporation's ArJicles of Incorporation, documenting that the applicant is a non­profit entity incorporated in M11Ssachusetts.

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

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

Infonnation on llti.s page has been reviewed by the 11ppli~ where provided by the applicitnl.. 1s accurate and complete, as indicated by the utillals of lhc aulhorizcd s1gtllllory here-- --

Manogem i:nl and Operations Profile - Pngc 4

Page 5: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Ornanic Therapy, Inc.

Application _l_of_l __ Applicanl Non-Profit Corporation---------------

SECTION C. NON-PROFIT COMPLIANCE

Answer each of the questions below to e.xplain how the Corporation Y.ill remain in compliance with the non­profit requirements of Ch. 369 of the Acts of 2012, the regulations at lOS CMR 725.000, and "Guidnnce 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 fonn.

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

Information on this page hos br.."t.-n rc.-v1c\\'l:d by the applicant, Wld whr..'11: provided by lht upplicant is accw-alt: und cnmplc:lc, as md1catcd by the imllals of the authorized :il8Jlill01)' here __ _

Mnm1gemc:nt ond Opcrulions Prolile - Pugc 5

Page 6: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

AppliC.ltion _l_ of_l __ Applicant Non-Profit Corporation---------------

12. Please identify any agreements or contracts, executed or proposed, in which the apphcant \\ill engage m a Related Party Transaction and summarize lhe terms of each such agreement.

None

Information on Ul.is page: has b~n rt."VIC\\'l!U by the appli~tl where: provitlc:il by Ute upplicant, is accurate: nntl complc:l.I; os iruhcal.Cd by lhc m11Jals of the aulhonzcd signatory here ~

Monngc:mc:nt und Operations Profi1e - Page: 6

Page 7: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, lnc.

Application _I_ of_! __ Applicant Non-Profit Corporation---------------

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

None

Jnformntion on this page has bL-en rc:vicwc:d by the appli'iiiii.nnd whLTc: provided by the npplicanL is uccW11lA: and complc:tc, as md1catcd by the 11UUals of the aulhonzcd signatory here ----

Manngemcnt und Operations Profile - Pugc: 7

Page 8: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Application _I_ of_I __ Applicant Non-Profit Corporal.ion---------------

14. Please identify whether any members of the Board of Directors 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 ~ID.

None

[nfonnution on lhi.i page: has been rc:viewc..-d by lite applic. und wh1..'lc provided by the applicant, is uccuralc and complete, as 111d1calcd by lhe 1muals of the aulhonzed signatory here .._____

Management and Operations Prolih: - Page 8

Page 9: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, lnc. I I

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

I 5. Please identify any contract or agreement, executed or proposed, under which a percentage or portion of the applicant's revenue \\ill 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 c:ompliante with all applic:able state laws and regulations, including, but not limited to, laws regarding child support and taxation, as well as the "Guidanc:e for Registered Marijuana Dispensaries Regarding Non-Profit Complianc:e."

d Signatory

Print Name of Authorized Signatory

08/1612015

Date Signed Chief Executive Officer

Title of Authorized Signatory

Information on lb.is puge has been reviewed by the oppli'iili°d where provid<:d by the npplicanL is accurate and complelc, as indicated by lhc irutials of the authorized signatory here. __

Mnnngcmcnt und Opt:rations Profile - Pugc 9

Page 10: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic: Therapy, Inc.

Application _I_ of_l __ Applicant Non-Profit Corporation---------------

SECTION D. EXPERIENCE

16. Attach an l!..inploymenJ and Educa1ion form (use template pro\"ided) for each of I.he following individuaJs: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultintion operations, and individual/entity responsible for the RMD securicy plan and security operations.

17. Describe I.he 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.

co-founded BISON in 2011 and served as its Chief Producl Officer. In this position he was gout a staff in both Boston and India to launch lhc company's first product which subscquenlly got

them accepted into the Techstar.; BoslOn 2012 cbss, beating out over 1,000 applicanlS. He has been on the Board of Directors for the non-profit Swedish-American Chamber of Commerce - New England for the last three years, helping to develop this group into a viable business now offering professional scrviccs to international companies looking lo establish themselves in New England. He spcnl lo+ years as a manaccr at two large financial services finns leading C'llrcmcly successful products. [n the Spring of2014 he joined the learn al Fin Tech Sandbox, a Bos1on based non-profit, as an advisor and helped to develop and launch this global startup accelerator program in March of2015.

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 Fanns gre£nhouses, and is currently working at SwiSclCCl greenhouses. His job tasks have ranged from maintenance to running the packing facilities, as well as putting logclher 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. In this capacity he also rccruilCd staff, training personnel, lead.~ and managers, inventory management, quality control and food safety, as well as packaging design.

Devin Earl (CFO) - brings over 17 years of experience in financial services 10 the organization. Initially Devin spcnl 6 years wilhi.n various analytical roles in the asset management industry up to and including Dircc1or/A4'.~L Treasurer of a S700M mutual fund complex. During this time Devin received his MBA with a concenttation in Finance from Bentley College as well as earned the Chartered Financial Analys1 Designation. He then ~cnl the next three years as a senior loan officer and used this period to ultimately form his own mortgage brokerage where he managed all day to day financial, operational and marketing responsibilities for S years. In early 2012, Devin was oITercd the opponunity to be a part of the Tcchstars stanup BISON in a senior finance and research capacity. During his tenure there he brought the companies financials current through 2011, prepared the finn for its 409A valuation and produced ad hoc 2012 financials thereaflcr. Devin is also an a<:tive member in the non-profit Boston Security Analysts Society. In 2014 he was a member of their Financial Literacy Task Force, a community outreach program designed to consolidate valuable financial literacy content and make it widely available as a resource Lo the general investing public, and in 201 She joined their Career Devclopmcnl commiucc.

Information on tlu:i page hus bc."<n revicwc<l by lhe upph~vl1crc provulcd by the applicant is accwow an<l complete, rui

indicated by the uullals oflhe authonzcd signatory here -Munagcmc:nl oml Opc:mtions Prolilc - Page I 0

Page 11: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Applic:ition _I_ of_! __ Applicant Non-Profit Corporation---------------

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

EO) - - worked for UMas.s Medical School's Commonwealth Medicine Consulting Division for two years where he worked on developing the eligibility and enrollment systems for the Massachusetts Prescription Advantage program, which is a prescription drus insurance plan available to all Massacbuscus "residcnL~ age 65 and older, as well as younger individuals with disabilities who meet income and employment guidelines." The soal of the consulting practice was to provide leadership, research, and resources for policy development to its clients, while establishing best practices around privacy and sc:curity. In this role - worked with executives from Public Sector Partners on implementing the requirements from the Executive OffiCC'Oi"'Etdcr Affairs, which ranged from defining the out-of-pocket limits to the sysU:matic process involved in doing annual rc-ccrtilieations of members' financial and household situations1pcnt 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 infonnation 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 HlPAA regulations and the electronic exchange of medical records and health infonnation. As a result of Prescription Advantage being supplemental insurance to its mcmbers,- also worked closely with associates from Medicaid & Medicare to understand each program and to ensure that there were 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)· no experience in providing health care services.

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

fnformalion on this page has been rL'Vtewed by the opplicllnl, und wht.'Te provi11L"tl by the uppliCAllt. is uccurote 1111d complete, as u1d1catcd by lhe uullals of the authonzcd signatory here -

Mnnagcmcnt ll1ld Operations Profile - Page 11

Page 12: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Orpiic Therapy, Inc.

Application _I_ of_l __ 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 \\ith providing ser'\'ices for marijuana for medical purposes.

No direct experience for the three executives listed. Our seasoned management team bas successfully developed businc · cl · · 'culture. It will rel on the int · Prcsidcn

Information on this pngc has bcc:n reviewed by the: appli'ili. nnd where provided by the opplic:anl. is accurate: and comph:h:, ns indicated by lhc mitials of the authonzcd signatory here --

Munagemi.-nt and Operation:; Profile - Puge 12

Page 13: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Orgnnic Therapy, lnc.

Application _I_ of_l __ 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 indivtdual/entity responsible for the RMD security plan and security operations with providing services for marijuana for medical purposes.

Cultivation Operations

Fred Green, Mass Organic Therapy's Head of Cultivation, has almost 40 years of plant production experience here in Massachusetts, where he has developed a deep understanding of the skills necessary to produce the highest quality crop on a consistent basis. These same growing strategics and methods transfer seamlessly to medical marijuana production.

Mr. Green expanded his horticultural consulting business into the medical cannabis indusuy after Massachusetts legalized the product in 2012. He worked with an applicant in their bid to become a licensed producer in MA. developing a lighting plan and writing the production manual/SOP. Subsequently, Mr. Green was hired as Head of Cultivation for Medical Marijuana of Massachusetts. He was instrumental in the design and build out of MM M's 40,000 sq ft facility in Plymouth, MA. In September of20l 4, Mr. Green was hired as Director of Operations for Abba Medix. Corporation a licensed medical marijuana operation in Pickering, Ontario. In that role, he has been involved on a daily basis with lhe design and construction of Abba's 14,000 sq. ft. indoor facility. Recently, with Abba's pending acquisition ofRedeCan Phann, Mr. Green has been working with the staff at that greenhouse facility to improve production efficiency and to incn:a.'ie quality and yields. Mr. Green continues to provide consulting services for com acil't csi m and roduclion mcthodolo 'ies.

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 erfcx:tively and ensuring all requirements arc either met or exceeded. Furthennorc he will collaborate with and n:I on the in!Cllcx:tual property and advisement of Verdure, Inc. and its President

Information on this page has been reviewed by the appli~d wtwre provided by lhe applicant is accurate and complcll:, as md1catcd by the uuuals oflhc aulhonzcd stgnatory hcrc:--

Mllnngcmcnt nnd Operations Profile - Page 13

Page 14: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic: Therapy, Inc:.

Application _I_ of_l __ Applicant Non-Profit Corporation---------------

SECTION E. OPERATIONS

21. Provide aswnmary of the RMD1s operating procedures for the cultivation of marijuana for medical use.

All plants will be organically grown. meeting federal FDA guidelines for organic crops. As with any crop, the need to control fungi and insects populations may be needed. Cultural controls arc the first step to successful or!,'ilflic farming. These processes include prevention. proper ventilation, leaf removal, low humidity, cleanliness and plant removal. Creating the proper environment by maintaining humidity and lcmpcraturc is fundamental to inhibit fungal and insect growth and cultivate crops organically. We will use lntegrated Pest Management (lPM), an effective and c:nvironmc:ntally sensitive approach lo pest managemenL Any plant malcrial found with an infection or affiiction will be quarantined to the quarantine room. The plant will remain in the quarantine room until cured or destroyed.

·Each strain will stan 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 ultima1cly 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 material 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 mclal-halide lights with 18-hour photo period and watered by hand. ·Clones will be rooted in organic media and then polled in l 2 inch pots with organic soil. After Lwo 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 l 2 hour photo period. • The flowering plants will be fed with organic nutrients on a regular feeding schedule. - PlanL'i will be allowed lo 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 fmal 2 to 3 days of growth and the lar};c 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 determined after careful microscopic inspection of each plant block. Entire stalks of the plants will be harvested when the pistils Lum brown and resinous lrichomcs 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 dryinc 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.

(nformution on this page has been rcvicWt:d by tht.: uppli~ wh1:1·c provided by the applicanL is uccurate and complete, as 111d1calcd by the mitJals of the aul11orizcd signatory here --

Mllllllgc:mcnt ood Operations Profile - Page 14

Page 15: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Applic:ition l_ of_l __ Applicant Non-Profit Corporation---------------

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

Recognizing that many cannot or arc unwilling to use cannabis in the nowcr fonn, we in1.end lO produce a variety of MIPs, including:

I. Tinctures - Glycerine based liquid dispensed in a gl~ eye dropper bonle. This product will be available in a variety of strains and potency (as identified by milligrams ofTHC per dose). 2. Portable vaporizer canridges - Using supcn:ritical C02 extraction, we will harvest raw cannabis oil. The raw cannabis oil will be refined using proprietary techniques and packaged in pan.able vaporizer cartridges. These canridgcs will be dispensed in compliant, labeled phannacy hollies. This product will be available in a variety of strains and potency (as identified by milligrams ofTHC per dose). 3. Edibles We will infuse food producls with cannabis including: Brownies, Cookies, Lozenges. These products will he dispensed individually in compliant packaging.

lnfonnation on this page hll~ been r~-vicwcd by the app~d where provided by the applicanl. i!> accurnlc and complclc, us mdacatcd by the m1uaJs of the authonzcd signatory her.-_

Management and Operations Profile - Page 15

Page 16: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Orgnnic Therapy, l.nc.

Application _l_ of_l __ Applicant Non-Profit Corporation---------------

23. Provide a swnrnary of lhe RMD's melhods of producing MIPs, if the RMD intends to produce MIPs_

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

All MrPs will be infu.'icd with refined cannabis oil lhat 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 M1P 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·bomc illness. The PICs will ensure that we arc operating in compliance with all regulations. We will adhere to sanitary practice.~, including but not limited to: - Maintaining adequate personal cleanliness - Providing adequate hand-washing facilities and ensure that all staff wash hands regularly and lhoroughly - Providing sufficient space for placcmenl of equipmeol and storage of materials as necessary - Properly removing waste • Ensuring construction of floors, walls and ceilings is conducive to cleanliness • Providing adcqualC safety lighting • Cleaning and sanitizing alt contact surfaces and utcnsilc; in accordance with labeled instructions • Providing adequate plumbing and water supply to maintain clcanlincs.'>

lnfonnation on this page has been reviewed by the appli'&und \\ilt..'l'C provided by the npplico.nt, ~accurate und complete, as indicated by the uuuals of the authonzcd signatory here ---

Mlln.Ugcment 1111d Operations Prolile - Page 16

Page 17: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Ther:ipy, lnc.

Application _I_ of_l __ Applicant Non-Profit Corporation---------------

24. Provide a summary of the RMD's operating procedures for the pro\'ision for security at the RMD.

(nformation on I.his page ha:> been rt.'Vic\Vt..-d by the nppli~ where providcJ by the applicunl,. ill accurate and complete, u:;

md1catc:d by the mitials oflhc authorized signatory here --Munagcment anti Operations Profile - Page 17

Page 18: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Th<:r.ipy, lnc.

Applic:uion _1_ of J__ Applicant Non-Profit Corporation---------------

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

lnfonnulion on this page: has lx..-cn n:viewcd by tltt: applicant and where provided by th.: upplicanL is ucc11n:1lc 11nd complete, ns mchcaled by the m11Jals of lhc aulhonzcd signatory here ~""--

Mllrulgcment and Operations Profile - Pngc 18

Page 19: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Application _1_ of_l __ Applicant Non-Profit Corporation---------------

26. Provide a summary of the RMD' s operating procedures for the stomge of marijuana for medical use_

Informntion on this page hus bc:i..-n n:vieweti by I.he applicant., nnti wh ... -rc provided by the npplicanl. is nccuratc anti complete, as me.heated by lhc intUals of the authonzcd signatory here . ._

Munagcmcnl anti Operations Protile - Page 19

Page 20: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Lnc.

Applic:ition _l_ of_l __ Applicant Non-Profit Corporation---------------

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

Information on this pugc hos bcc.'tl n .. 'Vicwcd by the uppli~ where provided by the applicant, is acc\111ltc: and wmplctc, us md1catcd by the uullals of the aulhonzcd signatory here --

Munngcment and Operations Profile - Page 20

Page 21: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, lllC.

Application _l_ of_l __ Applicant Non-Profit Corporation---------------

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

lnfonnution on lhi:i page has bcc:n rcvic:wc:d by the appliGIWUfld where provic.led by the: applico.nl is accwutc and complete, as indicated by the initials of the uuthonzcd signatory here -==--

MllOl.lgcmc:nt o.nd Operations Profile - Page 21

Page 22: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Thcrapy, lnc.

Applit<ltion _,_of _1 __ Applicant Non-Profil Corporation---------------

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

We will have high standards for cultivation, processing and handling all marijuana and Mil's. 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 MlPs will be crcatcd following a standard operating procedure, ensuring quality and consistency of dose.

We will have an in-house laboratory which will enable us to perfonn continuous testing. Equipment will include: ·High pcrfonnancc liquid chromatology machine: used to test cannabinoid profile • Uhraviolct 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 Massachuscu.s DPH, including but not limited to mold, mildew, heavy metals, plant-growlh regulators, and the presence ornon·organic pesticides.

(nformution on this page has been JJ.."Viewcd by the appli- and wl.u:l'e provided by the upplicunt is uc:curate and complete, us md1calt:d by the miuals of the authonzcd signatory here --

Mnnagi:mcnl and Operations Protilc - Page 22

Page 23: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Orgllllic Therapy, Inc.

Application_,_ of_, __ 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 Jaw.

·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 will use a patient record keeping software that is in compliant with State regulations and is HlPAA 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 he backed up at regular intctVals 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 information will include: Name, Phone number, email, address, birth date, designated caregiver (if applicable), physician infonnation. registration card expiration date and compassion program price tier (if applicable). To the ex.tent pos..<tible, 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 pw-chase history will be stored electronically and will be readily available to authorized dispensary agents.

[nformution on this page has been n:vicwcd by the nppl~and wlmc: provided by the applicant is accurate and comph:lc, llS

i11d1calt:d by the intllals of the authonzcd signatory hc:r~ Mnnagcmcnt und Operations Profile - Page 23

Page 24: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Appli~on _I_ of.!__ Applicant Non-Profit Corporation---------------

31. 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,scxual orientation. nationality, age, disability, medical conditions, or other basis prohibited by law. We will comply with all provisions of I.he Fair Labor S1andards 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 and 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 - Performance 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 are 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 Slaff, and their review and acknowledgment will be tracked. Each year an annual re-certification will be administered by the company, where the personnel policies need to be reviewed and fonnal acknowledgment by each employee will be maintained by the HR manager.

Infonnation on this page hus been n .·vicwcd by the nppli<=M und wtu .. 'f'c provided by tire applicant, is uccurntc and complete, as md1catcd by the imltals of the 11uthonzcd ~,gnatorr here ._

MWlllgcment and Operations Profile - Pugc 24

Page 25: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Thcrapy, lnc.

Application _l_ of_I __ Applicant Non-Profit Corporation---------------

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

fnformution on this page: has been rCVJewc:d by the: appli- and wtn:rc pruv11Jcd by the opplicanl is nccurolc and complete, as md1catcd by the trutlals or the authonzcd s1gnalory here ·=--

Management oml Opcroliorl$ Profile - Page 25

Page 26: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Application J__ of l...._ Applicant Non-Profit Corporation---------------

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

We will use seed-to-sale tracking software (MJ Freeway) to monitor plant quantities, stages of maturation, and exact locations. We will also use this software to track inventory in process. We will augment this software with frequent (daily, weekly, monthly, and annual) inventory reconciliation proccd~. We will use MJ Freeway to store all patient data and records of retail transactions. We will augment this software with frequent (daily, weekly, monthly, and annual) inventory and cash reconciliation procedures. All records of reconciliations will be completed and signed by lwo authorized RMD agcnL~ Our future Director of Compliance will review these records continuously and ensure accuracy and complctcncs.c;. All reconciliation will be scanned and stored electronically. With regard to patient data, 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 lhc system is in compliance with HlPAA guidelines. Data will be backed up at regular intervals to prevent any loss of data. In the cvcnl that we mu.-.t keep a paper record, we will store all files in a locked cabinet in a locked, limited access area of the RMD.

Each functional dcpanment head will be responsible forreoord-kccping for iL~ function (e.g. personnel, financial. accounting). The Chief Operating Officer will ensure that all records arc accurate and complete. All records will be readily available to DPH for inspection.

Information on th1:1 page: has b1.'c:n reviewed by the appli. \\hL'Tc: provided by the opplicnnl is uccwutt: and complc:tc, as md1ca1cd by the m1Uals oflhe authonzcd signatory here

Managcmc:nl uml Operations Protile - Page 26

Page 27: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Applic:ition _I_ of_! __ Applicant Non-Profit Corporation---------------

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

We will offer a secure, discrete facility where patientc; can privately learn abou1 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 s1afft.raining - Creating patient educational materials including:

- lnfonnation to assist in the selection of marijuana. describing the potential differing effects of various st.rains of marijuana, as well as various fonns and routes of administration

• Materials for paticntc; to track their usage by strain and associated effect-; • Information describing the impact of potency, proper dosage and titration for different rollles of administ.ration with an

emphasis on using the smallest amount possible to achieve the desired effect. • lnfonnation on tolerance. dependence. and withdrawal; - Facts reganling substance abuse signs and symptoms, as well as referral infonnation for substance abuse treatment

programs. ·Ensuring that all products arc labeled with a warning in compliance 105 CMR 725.lOS(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 n:vu:wcd by the nppll'iil. und where: provided by th1: applicunt, is uccurnle und complete, 11:1

i11d1catcd by the initials of the: authonzcd sisnatory here --Mnm1gcmcnt and Operations Protilc - Page 27

Page 28: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mnss Organic Therapy, Inc.

Application _I_ of_I __ Applicant Non-Profit Corporation---------------

35. Provide a swnmary of the RMD's operating procedures for patient or personal caregiver home-delivery. if the RMD plans to provide home-delivery ser\'ices.

Infonnution on this page has been n.'Vicwctl by the uppliliQli,, nnd \\h~Tc provided by the npplicnal is nccwalc and complete, us md1catcd by the uullals of llie authonzcd signalo?)' here -= =----

Munagcmenl and Operation:: Profile - Pugc 28

Page 29: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Application _I_ of_l __ Applicant Non-Profit Corporation---------------

36. Provide a summary of the RMD's policies and procedures for the provision of marijuana for med1c:i1 use to registered qualifying patients \\ith 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 patienLc; with a documented verified financial hardship. A verified financial hardship means the individual is a n:cipicnt ofMassHcalth, or Supplemental Security Income, or the individual's income docs not exceed 300% of the federal poverty level, adjusted for family size.

We have develo~ a sliding scale which will determine the below market price level and product limits for patients in our Compassion Program. The sHding scale compares an individual's monthly gross income (before tax and other deductions) to the Federal Poverty Guidelines. limiting purchase amowits will enable more total patients to enjoy the benefits of the program and mitigate conccmc; 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 !,'TOSS income level. We will accept applications throughout the calendar year. 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 infonnation (such a.c; family siie) 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 n..·vicwc:tl by the appti~d lvhcn: provided by the npplicanL is accumll: nntl complete, as mdic:atcd by lhe m1Uals of the authorized .>ignatory here ---

Management nml Operations Profile - Page: 29

Page 30: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Application _I_ of_l __ Applicant Non-Profit Corporation---------------

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

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

Our staff will receive three types of ttaining that includes I) core training for all employees, 2) functional IJ'aining 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 monilOrcd and documented.

Our stafTwill receive regular training and will be required to demonstrate their knowledge through examinations before they will be allowed to in1eract with patients. Our Chief Operating Officer will collaborate with our Board President, Dr. Charles Mc Innis to identify and develop appropriate trainings. We will require all Dispensary associates to take the marijuana CME 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 law.

Information on this page has bi:cn reviewed by Ulc: 11ppli~and where: provided b}" tlu: applicant. is accurate: and complc:tc:, us mdicatcd by the tmttals of the authonzcd signatory here ---

Mnnagcmcnt and O~rntions Profile - Page 30

Page 31: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Orga.nic Therapy, l.nc.

Application _I_ of_I __ Applicant Non-Profit Corporation---------------

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

Yes '21 No D

39. Will the Corporation obtain professional and commercial insurance co,·erage?

YeslZJ NoD

40. Describe the Corporation's plan to obtain liability insurance or place in escrow the required amount co 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. Cha.'le & Lunt is familiar with insurance in the cannabis space and ha.c; 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 canier, Evanston Insurance Company, which will provide general liability insurance coverage for no less than S 1,000,000 per occurrence and $2,000,000 in aggregate, annually, and product liability insurance coverage for no less than S 1,000,000 per oceUJTCnce and $2,000,000 in aggregate, annually. The deductible for such a liability policy shall be no higher than SS,000 per occurrence.

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

Information on this page bus bcc:n rt."Vic.:wcd by the 11pp~and whc.:rc provided by the 11pplicant, is accurate and complete, ns md1cated by the imuals of the authonzcd signatory her~

Maruigt.-rnt.'Ill and Opt:numn.'i Profile - Pugc 31

Page 32: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass OrgD.11ic Therapy, Inc. I I

Applic:i.tion __ 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 of Initial Capital

Committed Pertentage of Initial Ca ital Committed

$ 500,000.00 I 00%

$

$

$

$

Information on this page ha:> been rl:'iewed by the applicant, and where pruvidc:d by the applicunL i:; accurate 11.ml complcle, n:;

mdicat.cd by the iniuals of Uic aulhori2cd signatory here --Mllllllgcmcnl and O(x;raliuns Profile - Page 32

Page 33: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Orgnnic Therapy, Inc.

A pl. . I f I p 1c.inon __ o __ Applicant Non·Profit Corporation---------------

Amount oflnitial Percentage or Entity Name 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 p:igc has lx.-cn n.-vicwcd by the appli~ whL'fC provided by the oppliconl is accurate untl complete, as indicated by the irubals of the authonzcd signatory hcrc--

Monagcmc:nt nnd Operations Prulilc - Page 33

Page 34: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic; Thcr.apy, Inc;. l I

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 infonnation to the Department if the infonnation presented within this application has changed.

ignatory

Signatory

Chief Executive Officer

Title of Authorized Signatory

08116/2015

Date Signed

l hereby attest that if the corporation is allowed to proceed to submit a Siting Profile, the corporation is prepared ing Profile requirements.

08/16/2015

ed Signatory Date Signed

Print Name of Authorized Signatory

Chief Executive Officer

Title of Authorized Signatory

Information on this page has been reviewed by the nppli. whcre provided by the applicant, is accurate and complete, 115

indicated by the initials of the authorized signatory here: Management and Operations Profile - Page 34

Page 35: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

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

The Commonwealth of Massachusetts Wiiiiam Francis Galvin

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

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

Minimum Fee: $35.00

Articles of Organization - - - - - - - --- ---- -------- - - ------ ~ (G<~np:a Lih'!S Ch,1ptr:· 180~

Federal Employer Identification Number: OOJ 113687 (must be 9 digits)

ARTICLE I

The exact name of the corporation Is:

MASS ORGANIC THERAPY. INC.

ARTICLE II

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

TO CARRY ON ANY BUSINESS PERMITTED UNDER MASSACHUSETTS GENERAL LAWS. CHAPI'ER 180. SECTION 4.

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 dtntlon of membership and the qualifications and rights, Including voting rights, of the members or each class, may be set lorth In the by-laws of the oorporatlon 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 dlrectOfS or members, or of any class of members, are as lollows: (If there are no provisions stat9 "NONE")

NONE.

Norss: The prece<f"1{} four (4) alricl11s ar11 conslc»r~ to be perman11nt and may only be changed by filing apPtfJPrlal11 Attlcles of Amsndm11n1.

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 recading 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 fat9reffectlve date is desired, specify such date which shall not be more than thirty days after the date of filing.

ARTICLE VII

1:1

I

Page 36: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

The Information contained In Article VII is not a pennanent part of the Articles of Organization.

a. The street addreaa (post office boxes are not acceptabhl) of the principal oHlce of the corporation In Msssachus.tts la:

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

b. The name, resldentJal street addresa and post office addresa of each director and officer of the corporation la as follows:

Title

PRESIDENT

TREASURER

CLERK

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

lndlvldual Name

JOHN MCLEAN

FREDERICK SEARY

CHRISTOPHER MCCARTHY

Addresa (no PO Bo•) Expiration of Term

Unlll 8UOC6SCr

qualllled

Unlll l5UCCeS30f

qualified

Untltsuccessor quaflfled

UnUI BUCCe9!IQf

quaUfled

untl successor 11ualilled

Untl wcceS$0! qualltted

Unlll successor quaHlied

Unlll successor qualified

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 la:

Name: MARK D. PElTJ No. and Street: 204 BELMONT STREET 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 ofracers have not

Page 37: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

,, been similarly convicted. If so convicted, explain:

ii 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 (es) beneath each signature do hereby associate with the intention of forming this business entity under l the provisions of General Law. Chapter 180 and do hereby sign these Articles of Organimtion as

I 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 said business entity and the title he/ she holds or other authority by which such action is taken.) CHARLFS MCINNIS

o 2001 • 2013 Ccmmonweann ol J.C1ssaclwBetts All RlltU Reserved

-~--- ..... ---=-- ...

Page 38: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

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

August 08, 2013 02:1 B PM

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Page 39: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

MA SOC Filing Number: 201535888420 Date: 612412015 5:10:00 PM

The CommonweaHh of Massachusetts Wiiiiam Francis Galvin

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

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

No Fee

Certificate of.Change.of Directors.or.Officers of Non-Profit Corporations----------­(Genma: 1.aws Cl'0pte~ 180. s.,r.:1cm .m)

Identification Number: 001113687

I, JOHN MCLEAN ..!.. Clerk _ Aaelslant Clerk ,

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

certify that pursuant to General Laws, Chapter 160, Section 60, a change in the directors and/or the president, treasUler and/or clerk of said corporation has been made and that the name, residential street address, and expntion of term ol the president, treasurer, clerk and each director are as follows: (Please provide the name and residenta/ str99t address of the assistant clerk if he/she is executing this certificate of change. Also, include the names of any add;tlonal officers of lhe corporation.)

Title Address (no PO Boll)

PRESIOENT

TREASURER

CEO

CLERK

DIRECTOFI

DIRECTOR

DIRECTOR

SIGNED UNDER THE PENALTIES OF PERJURY, this 24 Day of June, 2015, JOHN MCLEAN , Signature of Applicant.

O 2001 - 2015 commonwealth of Massachu~otts All Rlgl\ls Reserved

Expiration of Term

UntJI aiccenor

qualified

Untl I suceessar qualified

u 11111 SUcoes90r

qualified

UnUI •uccessor qualllled

Until successor quauned

Untl~

quaillfled

Ur«ll successor quallfted

Page 40: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

MA SOC Filing Number: 201535867360 Date: 6124/2015 5:05:00 PM

The Commonwealth of Massachusetts Wiiiiam Francis Galvln

Secretary or the Commonweallh, Corporations Division One Ashburton Place, 17th noor

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

Minimum Fee: Sl0.00

Certificate of Change of f>rincipal Office--- - -- -- -- --·- . --- .. - - --(Gi~nem l Laws l~h<1pter mo S1~c t1on 10C)

Identification Number: 001113687

I, JOHN MCLEAN .!.. Clerk _ Assistant Clerk ,

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

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

No. and Street: 161 WAREHAM STREET OtyorTown: MIDDLEBORO State: MA Zip: 02346

SIGNED UNDER THE PENALTIES OF PERJURY, this 24 Day of June, 2015, JOHN MCLEAN , Clerk I A~istant Clerk.

o 2001 • 2015 Commonwealth o1 MaSHchusellS All Rlghls Rffelved

Country: USA

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. •

MA SOC Filing Number: 201535887360 Date: 6/24/2015 5:05:00 PM

THE COMMONWEALTH OF MASSACHUSEITS

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

that lhe 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 lo have been filed with me on:

June 24, 2015 05:05 PM

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Page 42: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Walliam Francis Galvin Secretary of the Commonwealth

m,{!/ r5omnuNuoeaull/ ff J~di11&ett& Jec,reta{!// (!/'tb ComrrW!lwealt4

Jtal6 fftOttA'&, {j/Jo..rtO-IV_. .Jf!f ar.sac/u,1,,yetld· 02 tSS

Date: July 21, 2015

To Whom It May Concern :

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

MASS ORGANIC THERAPY, INC.

is a domestic corporation organized on August 08, 2013

I further certify that there arc 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 I BO, Section 11 , 11 A, or 11 B~ 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 Nwnbcr: 15074388530

In testimony of which,

I have hereunto affixed the

Great Seal oflhe Commonwealth

on the date first above written.

Secretary of the Commonwealth

Verify lhis Certificate at: hUp://corp.scc.statc.ma.us/CorpWeb/CcmlicatcsNcrify aspx

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BY-LAWS of

MASS ORGANIC THERAPY. INC.

ARTICLE I

Members

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, shat 1 fix the number of members and shaH 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 willing 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

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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 shaU be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shaJI rest on the chaJlenger.

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 determined 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 shalJ be treated for au purposes as a vote at a meeting.

ARTICLED

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 a11 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."

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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 S. 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 Meetings. 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.

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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 caJled 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 twenty­four 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 Commonwea1th 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 b.I 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 detennine, any such committee may make rules for the

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conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as 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 Meetings. 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.

ARTICLE ID

Officers

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 determined 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 annually 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 determine. 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

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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 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 shall be the chief executive officer of the corporation except as the Board of Directors may otherwise provide. It 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 disabiJity 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 perfonn 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 vaJ uable 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 perform such duties and have such powers additional to the foregoing as the Directors may designate.

Section 10. Assistant Treasurers. ln 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 shaJJ 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

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Directors, the Assistant Clerk, if one be elected, or, ifthere be more than one designated for the purpose by the Directors, otherwise a Temporary Clerk designated by the person presiding at the meeting, 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. SecretaQ' 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.

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 shall 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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ARTICLE VID

Fiscal Year

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:

( 1) 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 ARTICLEX 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 capacity with respect to any employee benefit plan,

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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 ability of such person to make repayment

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If both the corporation and any person to be indemnified are parties to an action, suit or proceeding (other than an action or suit by or in the right of the corporation to procure a judgment in its favor), counsel representing the corporation therein may also represent such indemnified person {unless such dual representation would involve such counsel in a conflict of interest in violation of applicable principles of professional ethics), and the corporation shall pay all fees and expenses of such counsel incurred during the period of dual representation other than those, if any, as would not have been incurred if counsel were representing only the corporation; and any allocation made in good faith by such counsel of fees and disbursements payable under this paragraph by the corporation versus fees and disbursements payable by any such indemnified person shall be final and binding upon the corporation and such indemnified person.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such indemnified person may be entitled. Nothing contained in this Article shall affect any rights to indemnification to which corporate personnel other than the persons designated in this Article may be entitled by contract, by vote of the Board of Directors, or otherwise under Jaw.

As used in this Article the terms "person," "Director, officer, "employee," and "agent" include their respective heirs, executors and administrators, and an "interestedH Director or officer is one against whom in such capacity the proceedings in question or other proceedings on the same or similar grounds is then pending. If any term or provision of this Article, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this Article, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Article shall be held valid and be enforced to the fullest extent permitted by law.

ARTICLE XI

Amendments

These By-Laws may at any time be amended by vote of the members, provided that notice of the substance of the proposed amendment is stated in the notice of the meeting. If authorized by the Articles of Organization, the Directors may also make, amend, or repeal these By-Laws, in whole or in part, except with respect to Articles IX and X or any other provision thereof which by law, the Articles of Organization, or these By-Laws requires action by the members. Not later than the time of giving notice of the meeting of members next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all members entitled to vote on amending the By·Laws. Any By-Law adopted by the Directors may be amended or repealed by the members.

10

Page 53: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

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

II

I

f

Page 54: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

MllSS Organic Therapy, 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, individuaVentity 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

Rcsldcntlal Address

Title (at applicant non-profit corporation)

I Olicf Executive Officer

Name or Applicant Non-Profit Corporation

Highest Education Attained - Institution, Degree, and Year

Boslon College Masters of Business Administration (MBA) 2001

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

Page 55: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Ther.ipy. lnc.

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

Past IO Years of Employment by Employer, Title and Time Period. List chronologically, beginning wilh most recent employmcnL Add more forms if space is needed for 11ddltional employment history entries.

Emolovcr Title Time Period

Ned Dnvis Research Director of Product Jun 2015 - Present

Fidelity Investments Director of Product Man:igcmcnt Apr 2012 - Jun 2015

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

St11te Street Global Advisors Vice President - Product Management Feb 2008 - Jul 2011

State Street Global Advisors Project Manaiier Oct 2006 - Feb 2008

State Street Global Advisors Service Assurance Manager Mar04 -Oct 2006

and penalties or perjury, I agree and attest that all infonnation included in this fonn is complete

07/21/2015

ual Date Signed

MMogcmcnt and Operations Profile - Employment nnd Education Form - Page 2

Page 56: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, 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

Residential Address

Title (at applicant non-profit corporation)

Clerk

Name of Applicant Non-Profit Corporation

Highest Educa.tion Attained - Institution, Degree, and Vear

Nonh Shore Community College. Associat~ Degree, 1965

Page 57: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc

Applicant Non-Profit Corporation ____________ _

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

Emnlover Tide Time Period City of Melrose Patrolman 1959- 1991

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

and accw;ite. /) ?a." ~ ~ L!Z. l~ 7:o?J-1S-

si~Of'thei11dividuat Date Signed

Page 58: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

Applicant Non-Profit Corporation ___________ _

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education form must be completed ond 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

Tide (at applicant ao•profit corporation)

I President

Name of Applicant Noa-Profit Corporation

Highest Education Attained - Institution, Degree, and Vear

Tufts McdicaJ School, MO, 1983

Page 59: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc

Applicant Non-Profit Corporation ___ ___,,...---------

P1st 10 Y ean of Employment by Employer, Title and Time Period. List cbronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries.

Title Time Period Doctor 1986-2015

Radius Specialty Hospital Hospitalist 2002- 2014

Norwood Hospital Staff Doctor 1989-2015

attest that all information included in this form is complete

Date Signed

Page 60: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Applicant Non-Profit Corporation Mass Organic Therapies

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

I Frederick J. Green

Residential Address

Title (at applicant non-profit corporation)

I Head of Cultivation

Name of Applicant Non-Profit Corporution

I Mm o,..ni< Thorap;"

Highest Education Attained- Institution, Degree, and Year

Cornell University, Mascer's Degree, 1979

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

Page 61: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Applicant Non-Profit Corporation M115s Organic Therapies

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

Abba Mcdix. Group Inc. Director of Operations Aug 2014 to present 1773 Bayly Street Pickering, ONT, Canada LIW2Y7

Triple M Management Head of Cultivation Mar-July 2014 9 Collins Ave. Plymouth, MA 02360

Princeton Sweet Peas Owner Jan 2011 - Mar2014 66 Calamint Hill Rd North Princeton, MA 01541

'

Stow Greenhouses Owner Jon 1979 - Dec 2010 84 Walcott Street Stow, MA 01775

fperjury, I agree and attest that all infonnation included in this fonn is complete

0811512015

Date Signed

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

Page 62: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Moss 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 form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

I Devin Earl

Residential Address

TUle (at npplicant non-profit corporation)

I ChiefFinancinl Officer

Name or Applicant Non-Profit Corporation I M"' o,..m. Thorapy. Inc.

Highest Education Attained- Institution, Degree, and Year

Bentley University, MBA, 2000

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

Page 63: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc.

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

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

Emnlover Title Time Period

Hyperion Funding, LLC Principal 11/06 - Present

Boston llliquid Securities Offering ResL"<lrch Associate 1112-12112 Network, Inc.

Case Financial Services, LLC Senior Loan Officer 9/03 - 11106

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

0~~ Signature of the Individual

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

Page 64: The Commonwealth of Massachusetts - Mass.Gov D. BAKER KARYN E. POUTO LlfluteMnt GOYemof' INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services

Mass Organic Therapy, Inc. ,

Applicant Non-Profit Corporation ____________ _

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

Emolover Title Time Period

SunSelecl Produce General Manager June 2014 - Present

Backyard Farms Director of Operations August 2006- March 2014

H2Gro Greenhouses General Manager August 2002 - August 2006

Signed under the pains and penalties of perjury, I agree and ancst that all information included in this form is complete and ac te.-

07/01/2015

Sign Date Signed