abatin center 1

8/6/2019 Abatin Center 1

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T he follow ing acronym s are used throughout the enclosed application to estab lish and operate aM ed icin al M ariju an a A lte rn ativ e T re atm en t C en ter in the C entral region of the S tate ofN ewJersey and they have the m eanings set forth below:AWC : A batin W ellness C enter, a N ew Jersey nonprofit corporationA TC ; A lternative T reatm en t C enterNJS: New Jersey Statutes

The inf orma ti on cont a in ed herein w as p re pa re d i n response to N.J. mISS's R eq ue s: fo r A pp li ca ti on s to E ; u a b l i . $ h an d Op ( ! 1 ' t 1 I t ! a tic/eli/cilia/Mar i j uana Afiel'i/Iltiw T re a tm en t C en te r a nd in th e sp ir it o f Depu ty U .S . A tt or ne y G ene ra l D a vi d Og de n's O c to be r 1 9 , 2 ( 10 9Memo ra nd umr ega rd ing i nv est ig a ti on s l in d p ro s ecu ti on s i n s ta te s au tho ri zi ng t he med ica l u s c o f 'ma ri ju ana .


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Criterion 1: Required Information RegardIng Applicantand .Facility

Measure 1:Abatin Wellness Center, a New Jersey nonprofit corporationAppendix A attachments:

Certificate and Articles of Incorporation Bylaws Certificate of good standing Business Registration (Nonprofit status) Employment Identification Number

Measure 2:Although the actual site has yet to be determined, AWC will be located along a major trafficcorridor to be accessible to qualifying patients throughout the Central region of the state.Extensive research and collaboration is being done with local real estate agencies andcommunity officials. A general description of the ideal location for AWC would be near existing,established medical communities andlor hospitals. The location will be in compliance with alllocal zoning ordinances and provide safe and convenient access for patients. With the goal ofCUltivating, testing, packaging and making available to qualifying patients, the safest mosteffective medical marijuana available throughout the State of New Jersey and meeting thedemand for such medicinal marijuana from qualifying patients, AWC will require a facility ofapproximately 40,000 square feet. AWC's protocols, procedures and standards of care mandateutilization of a facility meeting strict requirements that will enable AWC to meet such demand.In addition, as further explained in the section of this application entitled "Criterion 3," MontelWilliams has solicited, received and compiled community input from New Jersey residents fromacross the state on an array of issues, including matters related to AWC's location in the Centralregion of the state. Accordingly, due diligence on potential facility locations in the Centralregion that balance AWC's facility requirements with neighborhood interests, continues inearnest at this time. A precise address has not yet been determined as of the date of thesubmission of this application, however, based upon AWC's due diligence to-date, ABW isfocused on finalizing a transaction related to property for a facility in the Central region no laterthan March 15,2011.Appendix B attachments:

Supporting documents will follow after a precise operating location is finalized.

Th e in fo rm ation co ntain ed h erein w as prep ared in respon se to N J. D HSS 's R eq ue st/o r A pp lic atio ns to E sta blish a nd O per ate a M ed ic in alM ar iju a na A lt er na ti ve T re a tm en t C en te r an d in th e spirit o f D eputy U .S . A tto rn ey G eneral D av id O gd en's O ctob er 1 9,20 09 M em orand umr eg ar din g in ve stig atio ns a nd p ro se cu tio ns in s ta te s a uth or iz in g th e m ed ic al u se o f m ar iju an a.


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Measure 3:AWC will provide evidence of compliance with the local zoning laws governing the proposedoperating location for an ATC in the Central region after such location is finalized.Appendix C attachments:


Measure 4:Pursuant to N.J.S.2C:35-7, a drug-free school zone includes any and all areas within 1,000 feetof a school. The proposed locations identified by AWC to operate an ATC in the Central regionof the State of New Jersey will be located outside a 1,000-foot radius of any and all schools asevidenced by a map certified by a civil engineer or land surveyor. Such civil engineer or landsurveyor will also certify the distance from the proposed ATC location to the closest school.Appendix D attachments:


Measure 5:AWC's exclusive focus is on cultivating, testing, packaging and making available to qualifyingpatients, the safest most effective medical marijuana available throughout the State of NewJersey. Mantel Williams has committed his life's work to improving the lives of people byleveraging his personal experiences and his fortunate access to the most well-respectedphysicians and other health-care experts across the globe to give him the ability to confront hisMultiple Sclerosis. AWC's goal is to be able to service the needs of each and every qualifyingpatient in the state of New Jersey, wherever they may reside. Based on this goal, AWC's facilityin the Central region of New Jersey will be located such that it is within approximately one hourof travel time to residents living within each of the following zip codes:0 7 0 0 1 , 0 7 0 0 8 , 0 7 0 1 6 , 0 7 0 2 3 , 0 7 0 2 7 , 0 7 0 3 3 , 0 7 0 3 6 , 0 7 0 5 9 , 0 7 0 6 0 , 0 7 0 6 1 , 0 7 0 6 2 , 0 7 0 6 3 , 0 7 0 6 4 ,0 7 0 6 5 , 0 7 0 6 6 , 0 7 0 6 7 , 0 7 0 6 9 , 0 7 0 7 6 , 0 7 0 7 7 , 0 7 0 8 0 , 0 7 0 8 1 , 0 7 0 8 3 , 0 7 0 8 8 , 0 7 0 9 0 , 0 7 0 9 1 , 0 7 0 9 2 ,0 7 0 9 5 , 0 7 2 0 1 , 0 7 2 0 2 , 0 7 2 0 3 , 0 7 2 0 4 , 0 7 2 0 5 , 0 7 2 0 6 , 0 7 2 0 7 , 0 7 2 0 8 , 0 7 7 0 1 , 0 7 7 0 2 , 0 7 7 0 3 , 0 7 7 0 4 ,0 7 7 0 9 , 0 7 7 1 0 , 0 7 7 1 1 , 0 7 7 1 2 , 0 7 7 1 5 , 0 7 7 1 6 , 0 7 7 1 7 , 0 7 7 1 8 , 0 7 7 1 9 , 0 7 7 2 0 , 0 7 7 2 1 , 0 7 7 2 2 , 0 7 7 2 3 ,0 7 7 2 4 , 0 7 7 2 6 , 0 7 7 2 7 , 0 7 7 2 8 , 0 7 7 3 0 , 0 7 7 3 1 , 0 7 7 3 2 , 0 7 7 3 3 , 0 7 7 3 4 , 0 7 7 3 5 , 0 7 7 3 7 , 0 7 7 3 8 , 0 7 7 3 9 ,0 7 7 4 0 , 0 7 7 4 6 , 0 7 7 4 7 , 0 7 7 4 8 , 0 7 7 5 0 , 0 7 7 5 1 , 0 7 7 5 2 , 0 7 7 5 3 , 0 7 7 5 4 , 0 7 7 5 5 , 0 7 7 5 6 , 0 7 7 5 7 , 0 7 7 5 8 ,0 7 7 6 0 , 0 7 7 6 2 , 0 7 7 6 3 , 0 7 7 6 4 , 0 7 7 6 5 , 0 7 7 9 9 , 0 7 8 3 0 , 0 7 9 0 1 , 0 7 9 0 2 , 0 7 9 2 0 , 0 7 9 2 1 , 0 7 9 2 2 , 0 7 9 2 4 ,0 7 9 3 1 , 0 7 9 3 4 , 0 7 9 3 8 , 0 7 9 3 9 , 0 7 9 7 4 , 0 7 9 7 7 , 0 7 9 7 8 , 0 7 9 7 9 , 0 8 0 0 5 , 0 8 0 0 6 , 0 8 0 0 8 , 0 8 0 5 0 , 0 8 0 8 7 ,0 8 0 9 2 , 0 8 5 0 1 , 0 8 5 0 2 , 0 8 5 0 4 , 0 8 5 1 0 , 0 8 5 1 2 , 0 8 5 1 4 , 0 8 5 2 0 , 0 8 5 2 5 , 0 8 5 2 6 , 0 8 5 2 7 , 0 8 5 2 8 , 0 8 5 3 0 ,0 8 5 3 3 , 0 8 5 3 4 , 0 8 5 3 5 , 0 8 5 3 6 , 0 8 5 4 0 , 0 8 5 4 1 , 0 8 5 4 2 , 0 8 5 4 3 , 0 8 5 4 4 , 0 8 5 5 0 , 0 8 5 5 1 , 0 8 5 5 3 , 0 8 5 5 5 ,0 8 5 5 6 , 0 8 5 5 7 , 0 8 5 5 8 , 0 8 5 5 9 , 0 8 5 6 0 , 0 8 5 6 1 , 0 8 6 0 1 , 0 8 6 0 2 , 0 8 6 0 3 , 0 8 6 0 4 , 0 8 6 0 5 , 0 8 6 0 6 , 0 8 6 0 7 ,T he in form ation co ntain ed h erein w as prep ared in res pon se to N .J . D HS S's Request/or Applications to Establish and Operate a MedicinalMarijuana Alternative Treatment Center an d in th e s pirit o f D ep uty U .S . A ttorn ey G en eral D av id O gd en 's O cto ber 1 9,2 00 9 M em orand umr eg a rd in g i nv e st ig a ti on s a n d p r os ec u ti on s in s ta te s a ut ho riz in g th e m ed ic al u se o f m ar iju an a


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0 8 6 0 8 , 0 8 6 0 9 , 0 8 6 1 0 , 6 8 6 1 1 , 0 8 6 1 8 , 0 8 6 1 9 , 0 8 6 2 0 , 0 8 6 2 5 , 0 8 6 2 8 , 0 8 6 2 9 , 0 8 6 3 8 , 0 8 6 4 5 , 0 8 6 4 6 ,0 8 6 4 7 , 0 8 6 4 8 , 0 8 6 5 0 , 0 8 6 6 6 , 0 8 6 9 0 , 0 8 6 9 1 , 0 8 6 9 5 , 0 8 7 0 1 , 0 8 7 2 0 , 0 8 7 2 1 , 0 8 7 2 2 , 0 8 7 2 3 , 0 8 7 2 4 ,0 8 7 3 0 , 0 8 7 3 1 , 0 8 7 3 2 , 0 8 7 3 3 , 0 8 7 3 4 , 0 8 7 3 5 , 0 8 7 3 6 , 0 8 7 3 8 , 0 8 7 3 9 , 0 8 7 4 0 , 0 8 7 4 1 , 0 8 7 4 2 , 0 8 7 5 0 ,0 8 7 5 1 , 0 8 7 5 2 , 0 8 7 5 3 , 0 8 7 5 4 , 0 8 7 5 5 , 0 8 7 5 6 , 0 8 7 5 7 , 0 8 7 5 8 , 0 8 7 5 9 , 0 8 8 0 1 , 0 8 8 0 2 , 0 8 8 0 3 , 0 8 8 0 4 ,0 8 8 0 5 , 0 8 8 0 7 , 0 8 8 0 9 , 0 8 8 1 0 , 0 8 8 1 2 , 0 8 8 1 6 , 0 8 8 1 7 , 0 8 8 1 8 , 0 8 8 2 0 , 0 8 8 2 1 , 0 8 8 2 2 , 0 8 8 2 3 , 0 8 8 2 4 ,0 8 8 2 5 , 0 8 8 2 6 , 0 8 8 2 7 , 0 8 8 2 8 , 0 8 8 2 9 , 0 8 8 3 0 , 0 8 8 3 1 , 0 8 8 3 2 , 0 8 8 3 3 , 0 8 8 3 4 , 0 8 8 3 5 , 0 8 8 3 6 , 0 8 8 3 7 ,0 8 8 4 0 , 0 8 8 4 4 , 0 8 8 4 6 , 0 8 8 4 8 , 0 8 8 5 0 , 0 8 8 5 2 , 0 8 8 5 3 , 0 8 8 5 4 , 0 8 8 5 5 , 0 8 8 5 7 , 0 8 8 5 8 , 0 8 8 7 9 , 0 8 8 8 0 ,0 8 8 8 2 , 0 8 8 8 4 , 0 8 8 8 5 , 0 8 8 8 7 , 0 8 8 8 8 , 0 8 8 8 9 , 0 8 8 9 0 , 0 8 8 9 9 , 0 8 9 0 1 , 0 8 9 0 2 , 0 8 9 0 3 , 0 8 9 0 4 , 0 8 9 0 5 ,0 8 9 0 6 , 0 8 9 3 3 , 0 8 9 8 9Appendix E attachments:

Map of the service area to be serviced by AWC's facility in the Central region of NewJersey.

Measure 6:At this time, the only identified staff member of AWC is Montel Williams, who was appointedby the board to serve as President of the corporation. In that position, Mr. Williams holds thesenior, executive management role at AWC, with ultimate responsibility for the management ofAWC and the affairs of the corporation, including responsibility for all operations, qualitycontrol, budget matters, legal compliance and patient relations. Mr. William's qualifications forthe role of president and member of the board of trustees are outlined in Appendix F-l.In accordance with the New Jersey Nonprofit Corporation Act, AWC has not, and will not, issuecapital stock or shares representing equity in the entity, and will also not have members, andtherefore, neither Mr. Williams nor anybody else, will own a percentage interest in thecorporation.The qualifications of Mr. Sedaghat and Mr. Csaszar to serve as members of AWC's board oftrustees are outlined in Appendix F -1.The names, dates of birth, and addresses of the members of AWC's board of trustees are:Name: MontelDate of birth:Address:Name: ShawnDate ofAddress:Name: Edward CsaszarDate of birth:AddresThe i nf orma ti on c on ta in ed h er ei n wa s p re pa re d i n r es po ns e t o N .J . DHSS 's R eq ue st/o r A pp lic atio ns to E sta blis h a nd O pe ra te a M ed ic in alM ar iju an a A lt er na tive T re atm en t C en te r a nd i n t he s pi ri t o f D e pu ty u.s. At to rn ey G e ne ra l D a vi d O gde n' s O c to be r 1 9 ,2 0 09 Memor an dumrega rd ing inve s ti gat ion s and p r ose cu t ion s in s ta te s a u tho ri z ing the med ic a l u se o f ma ri juana .


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Appendix F attachments: Qualifications and position descriptions.

Measure 7:Neither Mr. Williams nor any member of AWC's board of trustees has ever been convictedunder any federal, state or local laws, relating to drug samples, wholesale or retail distribution, ordistribution of a controlled substance. In addition, a criminal background check will beperformed for any individual before joining AWC'S staff or board of trusteesNeither Mr. Williams nor any member of AWC's board of trustees has ever been convicted of afelony under any federal, state or local laws. In addition, a criminal background check will beperformed for any individual before joining AWC'S staff or board of trusteesNeither Mr.Williams nor any member of AWC's board of trustees has ever furnished false orfraudulent material in any application concerning drug manufacturing or distribution

Measure 8:AWC does not have any creditors at this time.

Measure 9:

AWC's board oftrustees shall have exclusive authority over the management and policies. ofAWC. The members of AWC's board of trustees are Montel Williams, Shawn Sedaghat andEdward Csaszar.

Measure 10:AWC will lease the property identified to serve as AWC's operating location from a corporateentity wholly owned by S&B Medical Solutions, LLC ("S&B"). S&B is a California limitedliability company controlled by Shawn Sedaghat.

Measure 11:AWC has in,fluded the required application cover sheet and attestation statement signed byMontel Williams, AWC's president and chief executive officer.

The information contained herein was prepared in response to N.J. DHSS's Request for Applications to Establish and Operate a MedicinalMarijuana Alternative Treatment Center and in the spirit of Deputy U.S. Attorney General David Ogden's October 19, 2009 Memorandumregarding investigations and prosecutions in states authorizing the medical use of marijuana


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APPENDIX A


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STATE OF NEW JERSEYDEPARTMENT OF THE TREASURYSHORT FORM STANDING

ABATIN WELLNESS CENTER, A NEW JERSEY NONPROFIT CORPORATION0 1 0 1 0 1 3 8 7 5

L the Treasurer of the State of New Jersey, do hereby certify that theabove-named New Jersey Non Profit Corporation was registered by thisoffice on February 10, 2011.As of the date of this certificate, said business continues as an activebusiness in good standing in the State of New Jersey, and its AnnualReports are current.I further certify that the registered agent and registered office are:

Paracorp Incorporated208 W State StreetTrenton, NJ 08608

IN TESTIMONY WHEREOF, I havehereunto set my hand and affixed myOfficial Seal at Trenton, thislath day a/February, 2011

Certification# 119488164A n d re w P S id a m on -E ri st of fS ta t e T r e as u r er

Verify this certificate athttps:llwwwl.state.nj.usITYTR_StandingCert/JSPNerifY_Cert.jsp

Page 1of 1


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STATE OFNEW JERSEYDEPARTMENT OF THE TREASURY

FILING CERTIFICATION (CERTIFIED COPY)

ABATIN WELLNESS CENTER, A NEW JERSEYNONPROFIT CORPORATION

0101013875

I f the Treasyrero fthe Sta te o jN e - d J J e r se y ,do h e r e b y c e r t i f y f t h a t the above named bueinessd id file an d reco rd in this d epa rtmen t aCertifica te o f In co rp ora tio n o n F e b ru a ry 1 0th, 2 01 1and tha t the attached is a true copy o f thisdocument as the same is taken from and comparedwith the o tig ina l(s)jiled in this O f f i c e and nowremain ing on file and o f record.

IN T ES TIMONY WHEREOF , I ha veh er eu n to s et my h an d a nd a ffix edm y O ff ic ia l S ea l a t T re nt on , t his1 0th d ay of F eb ru a ry , 2 0 11

C er tific ate N um be r: 1 19 48 52 41 1V e ri fy t hi s c e rt if ic a te o n li n e at

https: / /www1.state .nj .usf lYT lCStandingCert / /SPfVef i fy_Cert . jsp

A n d r ew P S id amo n -E r is to f fS ta t e T r e a su r e r

Page 1oj 1,


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1 tl:a l.t


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Public Records Filing for New Business Entity (continued)11. Addi ti oDa l En t it y . SprU tc b 1 fo nn a ti oQ

A. Domestic No n- Pr of it C o rp or at io ll $ ( 'f id e 1 5 A .) - F o r I RS e .= ap tl oo wDS Id er Jl .t io os , s ee i ns tl 'U c ti ~I t . T h e co t p l : J ( l l l i ( J n s b a ! . l l ' I A v e ll l e m b e r s : - . . . . 0Y e s I i 1 : l N ortye5, ql!l il iikat ionSimll hI:;DAs set fortlt in t ho b y- lKW8 o r. 0 A ~ s et furth her


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-_.,------_._-,------_-----,_,,"-_ ..------------

PuBLIC RECORDS FILING FOR NEW BU~SS ENTITY(Attachment)

3. Business Purpose: ''T he p urpose of th e C orporation is to en gage inany lawful act or activity for'W hich a co rporatio n m ay be organized u nder the N ew Jersey Nonprofit Corp oratio n A ct.The speci fi c purpose oftbe Co:rppxationis 10 operate on e o x more alternativetre etm en t c en te rs a pp ro ved b y 'th e N ew Je rse y Department of H ealth and SemO! Services

to p erfo rm a ciiv itie sn ece ss a:ry to p ro vid e re gistere d q ua lify in g p atie nts su ffe rin g fromcer ta in deb il it at ing medi ca l condi ti on s 'With m ed ical m aclju an a in strict com pliance w ithtbeprovlslons ofN.J.s.A. 24 :6!-1 eJ seq. an d any a nd a ll ru le s a nd reg ula tio nsp romulg ate d t he re un de r, a nd to perform any an d all acts that may be autho ri zed. r equ ir edo r p en nitte d to be done by a New'lersey nonprof it corpora tion in accordance with thelaws of t he S ta te of New Jersey t o f ur th er th e foregoing.

09990100012140]2.1


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month da y11 State of Incorporation

NJ-REG(06-10)

STATE OF NEW JERSEYDIVISION OF REVENUEBUSINESS REGISTRATION APPLICATION

Please read instruct ions careful ly before f il ling out this formALL SECTIONS MUST BE FULLY COMPLETED

IMAI L T O:. C LIE NT R EG IS TR AT IO NPO BOX 252T RE N TO N , N J 0 86 46 -0 25 21 * NO F EE R EQ U IR ED " I O VE RN IG HT D E LI VE RY :CL IENT REGISIRATION333 w . S TA TE S T.TRENTON, N J 0 86 08

File Online at:, www.nj.gov/NJBGSL" _

A. Please ind icate the reason for your f il ing this app lica tion :o c . Original appllcatlon for a new businessCMoved prev ious ly reg is te red business to n ew location (REG-C-L can be used in lieu of NJ-REG)C Amended app licat ion for an exist ing businessReason{s) 'for amending application: r:Ci App lica tion for an adui tiona i locat ion o f an exis ting reg is tered businessCApplying for a Business Registration Certificate

OR Soc. Sec. # of Owner I I II OJ I I I I IC Check Box if "Applied for"

C . Name j\batin WEtliness Gen te r . a New J e . r . l? ~ ~ v " , " , n .D O a n J 1 Q i / .! . r~ o f ! l .i t > .. . :c " " o " - ! r. u p ~ o , , - ! ra ; : . !t ~ i o i /. ! .n J . . .. .. _ - . .. .. .. . .. .. . . ----:c~_:__-.~~-:--=~=:-:--------\;t you r cusmese ent it y 1& a Corpo ra ti on , LL; "; , l LI -' . I . _ J . J or reon-r-rcrn Orqamzatrcn, g l'Jt~ fu11l lt name. If-NO I, give Name Oi owner or Partners}D. Trude Name _ .. .. 1E. Business Locat ion: {Do not use r o o , Box for Locanon ;',rjdress) F . Mailing Name and Address: (if d i f f< l ren t . o m b us in e ss a dd re S S)

Street400 Apga r Drive, Unit K N am " , _Street'- _O lty _Zip Code

Zip Code State

( G iv e 9 d tg it Z ip }( S ee in s tr uc ti on s f or p ro vi di ng alternate ad d r e s s e s ) I I I I I I

month day11 lo/c_.Beginning date for this business:H . Type of ownership (check one) :

f . : i NJ Corporation lJ Sole Proprietor[] L imited Partnership C LLC (1065 Filer)

2 10 (see instructions)y e a ro Partnership C Out-of-State Corporation C LLP rg : Other NJ NP CorporationrJ LLC (1120 Filer) CLLC (Single Member) 0 S Corporation (You must complete page 41)

New Jersey Business Code (see instructions) FOR O FF IC IAL USE ONLYJ. County I MuniCipality Code r : ; - r ; ; " 1. 1 8. rQT81 (see instructions) K, County Somerset DLN _L . . : . . J . : : : J t . . : . : . t : : : J ( New Jersey on ly)L . Wil l this bus iness be SEASONAL? [J Yes jiq No

If YES - Circle months business will be open:JAN MAR APR MAYL ; t m .: t.;['=~

M. I f an ENTITY (I tem C) complete the following:Date of Incorporation: 2 10

JU Nt.~" OCT NOV DECr--;r---;r---;J. , _ . , _ ~ _ J t ,' " " . .. ., , ) L , w , _ " " " Jyear

Is this a Subsidiary of another corporation? eYES '-' NOIf YES, give name and Federal 10# of parent: ,. _

N. Standard Industr ia l Code (If known)P. Prov ide the following infonnation for the owner, partners or responsible corporate off icers.


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FEIN#: 27 4909055 NAME: Abatin Wellness Center, a New Jersey n o r a NJREGjg ] Yes

PERCENTAGEACQUIRED----_%-----_%-~---_%

DYes [g] NoDYes [g] No

DYes [ 2 g No

DYes DNO

DYes

~NO!8INO

[ 2 g No~NO[8 ] No

Subject to cert ain regul ati ons, the law provides for t he transf er of tho predecessor's employment exper ience t o a successor where t he whole of a bus ines$ is acquiredfrom a subject p redecesso r emp loyer . The t ransfer o f the emp loymen t expe rience is requ ired by law.

r - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - T - - - - - - - - - . - - - - - - - - - - - - - - - - - - - - - - , - - - - - - - - - - - - - - - 4

If "Yes," please state reason. (Use additional sheets if necessary.) _. . _b. If exemption f rom the mandator y provisi ons of the Unemployment Compensati on Law of New Jersey is ctalmed, does thi s empl oying unitwi sh to voluntarily elect to became subject to a s provisions for a period of not less than two complete calendar years? .. . .

Each Quest ion Must Be Answered Completelya Have you or will you be paying wages, salaries or commissions to employees working in New Jersey within the next 6 months? ..Give date o f f ir st wage or sa lary payment : 5

No, ofWorkers atEach Locationandlin Each Classof Industry

[g] No

Principal p roduc t or servi ce in New Jersey o l l t y , _ : : C ' - ' o : . u = n : : s _ . : e : . : _ l : . : _ i n . : . ; Q : : ! _ " _ . . _ . _Type of Act ivit y in New Jer seycniy __ _ O _ u _ n _ s _ e _ l _ i n . . . : : g ~ . _

1400 Apgar D r i v e , U n i t K----

I 15 I 11Month -oay--~

if you answered "No " to quest ion 1,6..please be aware that ~ you bagi n paying wages you are required to notify the Client Registration Bureauat PO Box 252 , T ren ton NJ 06646-0252, o r phone (609) 292 "1730 ,b Give date of hir ing fi rst NJ employee:

I 1 ,11-:'i.1onth - - - -oay--yea; -d. \'Vill you be paying wages, salar ies or commissions to New Jersey resident s worki ng outside New Jersey? ...

c. Date cumu la ti ve g ross payrol l e xceeds $1000 5

e Will you be the payer of pension or annuity income to New Jersey residents? .f Will you be holding legalized games of chance in New Jersey (as defineo in Chapter 47 Rules of Legaiized Games of Chance) where

p roceeds f rom anyone p ri ze exceed $1,000'1. .. . ".. . . . .. . . . .. . . . . . . .. . .9 Is this bu sin es s a P E O (Emp loyee Leas ing Company)?(1f yes, see page 6)

2. Did you acquire 0Substantially a t : t h e assets; 0Trade or business; 0Employees; of a ny previous employing units? .. . . ,. ..I f answer i s "No" , go to quest ion 4.If answer is "Yes" I ir 'idica te by a check whetheO in whole 00 par t, and l ist bus iness name, address and reg ist rat ion numbe r of predecessoror acquired uni t and the date business was acquired by you. ( If more than one, l ist separat ely. Conti nue on separate sheet if necessar y.)Name of Acqwred Un" ...__ _ ACQUIREDoAsset.oTrade or Bus inessoEmployees

NJ E n \p lo ye e iDAddress __ ----=--,.-,---..,--,---_ ....._Date Acquired

3.

Are the pr edecessor and successor unilS owned or controlled by the same int erest s? .4. I s you r emp loyment agr icu ltural? . ..5. Is your employment household? .

a. If yes, please indicate the date in the calendar quarter in which gross cash wages totaled $1,000 or more _. __ 1 ._, _Month Day Year

A re you a 501(c)(3) organization? , .... ,., . .If "Yes: to apply for sales tax exemption, obtain form REG-1 E ,., .w~e, ,:"MO"6 'h"~;...7. Were you subject to the Federal Unemployment Tax Act ( FUTA) i n t he current or preceding calendar year?

(See Instruction sheet for explanation of FUTA) If "Yes', indicate year: , ..."".._~ _8 8. Does this emp loying uni t c laim exempt ion f rom l iabi li ty for cont ribut ions unde r the Unemp loymen t Compensat ion Law of New Jersey?

01. Manufacturero4. ConstrucHon 1 8 J 2. SON ice05. Retail 03. Wholesale06, Govemment9 Types of Business10. List below each place of business and each class of industry in New Jersey, even though you may have only one place of bus iness or

engage in only one class of indus try.a. Do you have more than one employing facility in New Jersey ,},: ..

NJ WORK ~OCATIONSIP,w .. e al k l C l l " " " ' . not mailing .Od",") NATURE OF BUSINESS (5 InWuCli~ .NAICS Principal Product o rServiceCodetreet Address, City, ZipCode County %omplete Description

Somerset N fA N fA(Con tinue on separate sheet , if necessary)BE SURE TO CO MP LETE N EXT P AG E- 18-

! & I N C

N /A


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. . , n Ye s jil, N o11 . a . Wi l l y ou colle c t N ew Je rs e y S a le s Ta x a n d lo r p a y Use T a x? .

G IVE EXAC T D ATE YOU EXPECT TO M AKE F IRST SALE - M on th -_" 'D -a y "- Y e a r Iry" ,. No \b. Wi l l you n ee d to m a ke e xe m pt p urcha se s fo r your in ve n to ry or to prod uce your p rod uc t? .c. Is y ou r b us in es s lo ca te d in ( ch ec k a p plic ab le b ox (e s): CA tl a nt ic C i ty 0 Salem Coun ty C dnNo rt h W i l dw o o d nW ild wood C re s t . W ild w ooN J S I . Ta x? (If y e s. s e e in s tru ctio ns ) . .. .d . D o you ha ve m ore tha n on e loca tion in N ew Je rse y tha t colle c ts ew e rse y a a s .

e. D o y ou , in th e re gu la r c ou rs e o f b us in es s, s ell, s to re , d eliv er o r tra ns po rt n a tu ra l g as o r e le ctric ity to u 5e ~s o r c us to m ersin this state whe the r by mains, lines o r p ip e s lo ca te d within this S ta te or b y a n y o the r m e a n s of de live ry . . .

12. Do you i nle n d to sell c iga re tte s ?.. .. . , ". ' . . ,,,, , , .. . . . . . .. . . . . . ..NO l e : l!y e s . c om p le te th e R EG L form ll~ p a~e 45 in tl 1is bo ok ls t a n d re ru m with you r c omp l e !e d ~ J -REGTo obt ai n a cigarette relai l or vending maCh i ne lic e ns e c om p le te th e fonrCM' 00 on page 47,1 3 a. Are you a distributor or w hole sa le r of l oba ccop ro:uucts othe r tha n c lga re he s? .,. . . . .b D o yo u pu rchase tobacco p r od u ct s o th e r than c lg are tte s iro rn o uts id e tn a S ta te o f N ew Jer sey?

1 4 . A re y ou a m a n ufa ctu re r, w h ol es a le r, d is tr ib tI to r o r r e ta u e r o f 'U tt e r g e n e ra t in g products'? S e e i ns tr uc tio ns fo r r eia ile rl ia b i li ty a n d d e f in i ti o n o f l it te r ge n e r a ti n gp r o d uch s.15 . Ar e yo u a n o wn e r or op era tor of a s a n it ar y l an d li UJ a ci li ty i n N e w J ers ey ?IF Y E S, indfca\e D .E .P . F a clli ty # a nd type (See in s .tructions; ". . ...---1 6. a ... 0 0 y ou op era te a fa cility ID a ! ha s the tota l c om bin ed ca pa city to s tore 20Q ,0 00 ga llon s or m cre et p etrole um p rod ucts ?b. D o you op era te a la cU ity tha t ha s th e to tlllc Q m bin e de ap a clly to s lo re 2 0, 00 0 gal lons(e qua ls 1 67,043 p oun d s ) of ha za rd ous chem ica ls ? . .. .c. 00 y ou s. !o re p e no le u rn p ro du cts o r h az .a n jo us Chemica ls ala p u bl lc s to ra g e t erm in a l?Name ot ts rm ln a l _

17. a. W ill y ou be in volve d w ith the sa le or t ra n s p ort of m otor fue ls a n d /or p e trole um ? . . . . . .Note: If y e s . c om p le t e the R EG -L form in this book le t a nd re turn w ith y our co mp le te d N J-R EO .T o o bt ai n a mo to r fu e ls re ta il or tra ns po rt lic en se c om p ie te a n d re tu rn th e CM-100 i n t hi s b oo k le t .

b. W ill y our c om p an y be e nga ge d in the r efin in g a n d /o r d is tri bu tin g o f p e tr ole u m p ro du cts fo r d is tr ib ut io n in th is State ort he impo rt in g of p e tro le um p ro du cts in to N e w J ers ey fo r consumption in N ew Je rse y? .c. Will your b l, ls m e s s a ct iv ll y r e qu ir e yo u ttl is s ue a D ire ct P a ym e n t P e rm il in l ie ua f p ay m en t o f th e P e tro le um P ro du ctsG r os s R e c( ;l pts T a x on your p ui'tM se sof p e trole um p rod ucts ? . , .1 8. w m y ou b ep fo vid in g g oo ds a nd s ervlc es a 5 a d ire ct c on tra cto r o r s ub co ntra cto r to th e s ta te , o th er p ub li c a qe n cie si nc lu din g l oc al g ov ern m e n ts , c olle p e s a n d universit ies a n d s c h O o l b oa rd s. O f to c a s in o lic e n se e s? .19. \Nil! yo u b e e ng ag ed in th e b us in es s o r rent ing motor vehic les for th etra n sp or ta llo n o f p e rs on sor n on -com m e rc ia l fre ight? ' . .

20. I s y ou r .pu$lMSS a hotel, mo te t, b ed & break fas t Of s im ila r fa c il ity a n d loca te d in the S ta te of N ew Je rs e y? .21. D o y ou hold a p erm it or l ic en se , is sue d by th e N e w J ers ey D e pa rtm e nt o f T r an sp orts uo n. to e re ct a nd m a in ta ina n outd oor a dve rtis in g s ign or to e nga ge in the bus in es s o f o utd oor a dve rtis in g,' . . Fe e .e~p!n~.q' l .f f~c;;~lv~.7/1. I .Ot:22 D o y ou m a ke re ta il s ale s of n ew m otor ve hic le tire s, or s ell or le as e m otor ve hicle s?2 3. D o y ou p rovid e "cos m etic m e dica l p roce dure s" or good s or oc cup an cie s d ire ctly a ss oc ia te d w ith s uch p roce dure s? ...(S ee d es crip tion of C os m etic P roc ed ure s G ros s R ece ip ts T ax in the lis t of T ax es of the S ta te of N ew J ers ey , p age 5.)

T yp e of 8 us in es s,-::- ::- :;--:- :--:- :-: :-:- __ ---::-::--- __ ---::----:- __ ---,- :_24 . 00 y ou s el! v oic e g ra de a cc es s te le co m m un ic atio ns o r m o bile te le co m m un ic atio ns to a c us to rn er w lth a p rim a ryp la ce of us e in th is S ta te ? .,.. . . . . , . . . .~~5 . W ill y ou m a k e re ta il s a le s of " fur c lo thin g"? . . . . . . . . . . . . . .( Se e fu l! description o f F ur C lo th in g R "ta il G ro ss R e ce ip ts Tax in the lis t of Taxes of the S ta te o r New Je rs ey , p age 5 )

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26 . C on ta ct In form ation : P ers on _G,;.._a""ryc....;_Hc_ilc_lec_r________________ Ti t le :O a y ti m e P h on e : (310 ) 205 9001 Ex t. E -m a il address:qhiller(Ci>.sbmedsoiutions.COmS i g n a tu r e o f Own e r , P a r tn e r o r O f fi c e r: -? ~7~t t: ': ;, 0 '; '/ ~ ' , : ; , ; : : ~ = ; ; - : : . = = - : _ . . . . . : : . = - - - . . . . . , , : : : : : : : " " - . _Title ~dent and CEO_" Da t e : 2/11/11

NO FEE IS REQUIRED TO FILE THIS FORMIF YOU ARE A SOLE PROPRIETOR OR A PARTNERSHIP WITHOUT EMPLOYEES ..STOP HERE ..

IF YOU HAVE EMPLOYEES PROCEED TO THE STATE OF NJ NEW HIRE REPORTING FORM ON PAGE 29IF YOU ARE FORMING A CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNERSHIP, OR A LIMITEDLIABILITY PARTNERSHIP YOU MUST CONTINUE ANSWERING APPLICABLE QUESTIONS ON PAGES 23 AND 24

19


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BYLAWSOF

ABA TIN WELLNESS CENTERa New Jersey Nonprofit Corporation

ARTICLE 1NAME AND OFFICE

Section 1.1. The name of this corporation is Abatin Wellness Center, a New Jerseynonprofit corporation (the "Corporation"). The Corporation was formed under the New JerseyNonprofit Corporation Act (NJ.S.A. 15A:1-1 et seq.), as amended from time to time (the "Act").The principal offices of the Corporation shall be located at 400 Apgar Drive, Unit K, Somerset,NJ, 08873, or at such other location as the Board of Trustees may hereafter designate.

ARTICLE 2PURPOSES

Section 2.1. The purpose of the Corporation is to engage in any lawful act or activityfor which a corporation may be organized under the New Jersey Nonprofit Corporation Act. Thespecific purpose of the Corporation is to operate one or more alternative treatment centersapproved by the New Jersey Department of Health and Senior Services to perform activitiesnecessary to provide registered qualifying patients suffering from certain debilitating medicalconditions with medical marijuana in strict compliance with the provisions ofN.J.S.A. 24:61-1 etseq. and any and all rules and regulations promulgated thereunder, and to perform any and allacts that may be authorized, required or permitted to be done by a New Jersey nonprofitcorporation in accordance with the laws of the State of New Jersey to further the foregoing.

ARTICLE 3MEMBERS

Section 3.1. The Corporation shall have no Members.ARTICLE 4TRUSTEES

Section 4.1. Number of Trustees. The Board of Trustees of the Corporation shalldetermine the number of Trustees of the Corporation, provided that the number of Trustees shallnot be less than three (3) or more than ten (10). The initial number of Trustees shall be three (3),and the initial Trustees of the Corporation shall be those individuals listed in the Corporation'sCertificate of Incorporation. At any annual meeting, the Board of Trustees may, by theaffirmative vote of a maj ority of such Trustees, create one or more additional seats on the Board

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of Trustees up to the maximum number stated in these Bylaws. At such meeting, the Board ofTrustees shall appoint additional Trustees, which Trustees are first approved and selected by theChairman of the Board of Trustee's, in such Chairman's sole discretion, to fill such newlycreated seats, with such newly appointed Trustees to serve for a full two-year term commencingon the date of appointment and until their successors are duly appointed and qualified.

Section 4.2. Qualifications; Remuneration. All Trustees shall be at least eighteen yearsof age. Trustees need not be residents ofthe State of New Jersey or citizens of the United States.Trustees shall serve without remuneration, except that reasonable travel and other expensesproperly incurred by a member of the Board of Trustees for the business and welfare of theCorporation shall be reimbursed from the Corporation's operating funds.

Section 4.3. Powers and Duties. Subject to the provisions of these Bylaws and theCertificate ofIncorporation of the Corporation, the Board of Trustees shall have all powers andauthority necessary for the management of the business, property and affairs of the Corporation,and to do such lawful acts and things as it deems proper and appropriate to promote theobjectives and purposes of the Corporation. The Board of Trustees may delegate, as necessaryfrom time to time, responsibility for such affairs, business and property to its officers, trustees orcommittees.

Section 4.4. Term. Trustees shall be appointed to serve for a term of two (2) years anduntil their successors are duly appointed and qualified. The terms of all Trustees shallcommence on the date of the Board of Trustees' annual meeting at which such Trustees areelected, or on the date of the special meeting called to elect such Trustee to fill a vacancy. Therewill be no limitation on the number of terms that a Trustee may serve. A sufficient number ofTrustees shall be appointed so as to maintain the requisite minimum number of Trustees. Theappointment of Trustees shall be pursuant to the procedure specified in Section 4.5.

Section 4.5. Appointment and Removal of Trustees.(a) Appointment. Except as otherwise provided in these Bylaws, at the

annual meeting of the Corporation's Board of Trustees in order to fill the vacancies on the Boardcreated by the expiration of any Trustee's term, or at any annual or special meeting of the Boardof Trustees in order to fill the vacancies on the Board arising out of the other circumstances setforth in this Article 4, the Board of Trustees shall appoint, as Trustees, the persons that have beenapproved and selected by the Chairman of the Board of Trustees, in such Chairman's solediscretion.

(b) Removal. A Trustee appointed by the Board of Trustees, which Trusteeshall have first been approved and selected by the Chairman of the Board of Trustees, asprovided in this Article 4, may be removed at any time by a majority vote of the Board ofTrustees, except that the Trustee at issue shall be prohibited from voting on his or her removal.In the event of such removal, the Board of Trustees shall appoint a replacement Trustee, whichTrustee shall first have been approved and selected by the Chairman of the Board of Trustees, tofill the seat of the removed Trustee.

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Section 4.6. Resignation. Any Trustee may resign at any time by giving written noticeof resignation to the President of the Corporation. Any such resignation shall be effective uponthe Corporation's receipt of such notice or at a subsequent time stated in such notice ofresignation. Acceptance of such resignation by action of the Board of Trustees shall not benecessary to make it effective.

Section 4.7. Vacancies. A vacancy on the Board of Trustees shall be deemed to existwhen a Trustee resigns from the Board, when a Trustee is removed, when a Trustee dies orbecomes disabled or otherwise unable to serve, or when the minimum number of Trusteesrequired by these Bylaws has not been met for other reasons. A replacement Trustee shall beappointed by the Board of Trustees, based on and following the approval and selection of suchreplacement Trustee by the Chairman of the Board of Trustees, in such Chairman's solediscretion. The Trustee appointed to fill a vacancy shall serve until the next succeeding annualmeeting and until a successor is duly elected and qualified.

ARTICLESMEETINGS OF THE TRUSTEES

Section 5.1. Annual Meetings. The Board of Trustees shall hold no less than one (1)regular meeting each year, either within or without the State of New Jersey, on the first Mondayin February of each calendar year, unless such other day, time or place is designated by theBoard of Trustees. The Board of Trustees shall conduct all business as may be properlyconsidered at such annual meetings, including the appointment of Trustees and officers. Thenotice of such annual meeting shall be given as set forth in Section 5.3.

Section 5.2. Special Meetings. Special meetings of the Board of Trustees may becalled at any time by the President or at the written request of no less than two (2) Trustees,which request has been filed with the Secretary. Any such request shall state the purpose orpurposes of the meeting and all Trustees shall be given notice of such special meeting as set forthin Section 5.3. The business to be transacted at any such special meeting of the Board ofTrustees shall be limited to the purpose or purposes set forth in the notice of meeting.

SeQ1ion5.3. Notice of Meeting. At least ten (10) but not more than sixty (60) days'prior written notice of any annual meeting, and not less than five (5) days' but not more thansixty (60) days' prior written notice of any special meeting, shall be given by the Secretary, bymail, with postage prepaid thereon, or by a reputable overnight courier, with delivery chargesprepaid, addressed to each Trustee at the last address furnished to the Secretary. The notice shallstate the date, hour and place of meeting, and in the case of a special meeting, the purpose orpurposes of the meeting.

Section 5.4. Waiver of Notice. Written notice of any meeting need not be given to anyTrustee who signs a written waiver of notice in person, whether before or after the meetingwhich waiver shall be filed by the Secretary with the minutes of the meeting. Attendance at orparticipation by teleconference in a meeting without protesting the lack of notice of such meetingshall constitute waiver of notice.

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Sectioqj:~ Quorum. The presence in person of a majority of the Trustees entitled tovote shall constitute a quorum for action by the Trustees. Trustees present in person at a dulyorganized meeting may continue to do business until adjournment, notwithstanding thewithdrawal of enough Trustees to leave less than a quorum. Less than a quorum may adjournany meeting.

Section 5.6. Adjourned Meetings. When a meeting is adjourned to another time andplace, it shall not be necessary to give notice of the adjourned meeting if the time and place towhich the meeting is adjourned are announced at the meeting at which adjournment is taken andif the period of adjournment does not exceed ten (10) days in anyone adjournment. At theadjourned meeting, the Trustees may only conduct the business as might have been transacted atthe original meeting, unless a notice of the adjourned meeting specifying such other matters to betransacted is delivered to the Trustees.

Section 5.7. Action Without a Meeting by Unanimous Written Consent. The membersof the Board of Trustees or any committee of the Board of Trustees may act without a meeting if,prior to or subsequent to such action, all members of the Board of Trustees or committee shallconsent in writing to such action, such written consents to be filed with the minutes of theproceedings of the Corporation.

Section 5.8. Meeting by Telephone. The Board of Trustees or any committee of theBoard of Trustees may participate in a meeting of the Board of Trustees or such committee bymeans of telephone conference call by which all persons participating are able to hear each other,provided that notice of such telephone conference call has been to all Trustees in accordancewith Section 5.3.

Section 5.9. Absences. In the event that any Trustee shall fail to attend four (4)consecutive meetings of the Board of Trustees, the Board of Trustees, in its discretion, maydirect the Secretary to notify such absent Trustee, by written notice, of his or her consecutiveabsences and to request a written explanation of such Trustee's reasons therefor. Unless saidTrustee, having received the Secretary's notification, shall have tendered to the Secretary, beforethe next regular meeting of the Board of Trustees, a written excuse that in the judgment of theBoard of Trustees is sufficient to excuse such absences, the Board of Trustees shall declarevacant the office of said absent Trustee, and the Secretary shall notify the absent Trustee, inwriting, of such action.

Section 5.10. Voting. At all meetings of the Board of Trustees, each Trustee shall haveone vote and all matters shall be determined by a majority vote of those Trustees present, exceptas otherwise required or provided in the Certificate oflncorporation, by these Bylaws, or by law.

ARTICLE 6OFFICERS

Section 6.1. Composition and Qualification. The Officers of the Corporation shallconsist of a Chairman of the Board, a President, a Chief Executive Officer, a Treasurer, and aSecretary, and such other officers as the Board of Trustees may, from time to time appoint. One

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person may hold any number of offices, but no officer shall execute, acknowledge, or verify anyinstrument in more than one capacity if the instrument is required by law or by these Bylaws tobe executed, acknowledged, or verified by two or more officers. The Board of Trustees shall beempowered to appoint such additional officers as it deems necessary from time to time for theproper operation of the Corporation, and all officers shall serve at the discretion of the Board ofTrustees.

Ses;;,1jon6.2. Term of Office. The term of office of each Officer shall be for two (2)years, commencing the first day following his or her election at the annual meeting of Trustees,or until his or her successor is elected and qualified, and takes office. An Officer may serve anynumber of consecutive terms of office. An Officer elected by the Board of Trustees to fill avacancy occurring between the annual meetings of Trustees shall take office immediately uponelection and shall serve the remainder of the term of his or her predecessor or until his or hersuccessor is elected and takes office.

Section 6.3. Vacancies. If any office shall become vacant at any time for any cause,the vacancy may be filled for the unexpired term at any regular or special meeting of the Boardof Trustees, provided the notice of meeting shall have set forth the name of the person to benominated for such office.

Section 6.4. Resignation and Removal.(a) Any officer may resign at any time by giving written notice of resignation

to the President or the Secretary. Any such resignation shall take effect upon its receipt by theCorporation or at a subsequent time as shall be specified in such notice of resignation.Acceptance of such resignation by action of the Board of Trustees shall not be necessary to makeit effective.

(b) The Board of Trustees, at any time, may remove any officer elected orappointed by the Board with or without cause. Any officer of the Corporation may be removedfrom office by the affirmative vote of a majority of the remaining Trustees present at any regularor special meeting of the Board of Trustees, called for that purpose, notice of which shall havebeen given to such officer by the Corporation. Such officer may elect to appear and to be heardat the meeting provided written notice of his or her request for such hearing has been given atleast two (2) days before the date of the meeting.

Section 6.5. Chairman of the Board. The Chairman of the Board of Trustees shallpreside at all meetings of the Board of Trustees, to exercise and perform such powers and dutiesprovided by these Bylaws, and as otherwise prescribed by the Board of Trustees from time totime.

Section 6.6. President. Subject to such supervisory powers, if any, as may be given bythe Board of Trustees to the Chairman of the Board, and the Vice Chairman of the Board, if suchan officer shall be elected, the President shall be the chief operating officer of the Corporationand shall, subject to the control of the Board of Trustees, have general supervision, direction, andcontrol of the business and the officers of the Corporation (other than the Chairman of the Boardof Trustees and Vice Chairman of the Board of Trustees, if such an officer shall be elected). The

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President shall have the general powers and duties of management usually vested in the office ofpresident and general manager of a Corporation, and shall have such other powers and duties asmay be prescribed by the Board of Trustees.

Section 6.7. Chief Executive Officer. Subject to such supervisory powers, if any, asmay be given by the Board of Trustees to the Chairman of the Board, the Vice Chairman of theBoard, if such an officer shall be elected, and the President, the Chief Executive Officer shall,subject to the control of the Board of Trustees, have general supervision, direction and control ofthe business and the officers of the Corporation (other than the Chairman of the Board, ViceChairman of the Board, if such an officer shall be elected, and President). The Chief ExecutiveOfficer shall exercise and perform such other powers and duties as may be from time to timeassigned to such person by the Board of Trustees and the President, consistent with such person'sposition as Chief Executive Officer.

Section 6.8. Treasurer. The Treasurer shall be the principal fiscal officer oftheCorporation. He or she shall have custody of all monies and securities of the Corporation andshall make such disbursements of the funds of the Corporation as are proper and in accordancewith the purposes of the Corporation. In addition, the Treasurer shall insure that a true andaccurate accounting of the financial transactions of the Corporation is made in accordance withgenerally accepted accounting principles. He or she shall also provide general direction to thedevelopment of the Corporation's financial objectives, plans, and policies. If the Board ofTrustees appoints a Finance Committee, the Treasurer shall act as Chair of the FinanceCommittee.

Section 6.9. Secretary. The Secretary shall keep full minutes of all meetings of theBoard of Trustees. The Secretary shall attend all sessions of the Board of Trustees, shall act asClerk thereof and record all votes and the minutes of all proceedings in a book kept for thatpurpose. The Secretary shall give or cause to be given notice of all meetings of the Board ofTrustees and shall notify officers and members of the Committees of their election orappointment and shall in general perform such other duties as may be prescribed by the Board ofTrustees. The Secretary shall conduct the correspondence of the Board of Trustees underdirection of the Board of Trustees. The Secretary shall, with the President, Chief ExecutiveOfficer, or other officer expressly authorized, sign legal papers, contracts or certificates requiringthe Seal ofthe Corporation; he or she shall have custody of the Seal of the Corporation and shallaffix the Seal in the name of the Corporation whenever required.

Section 6.10. Vice Chairman of the Board. The Vice Chairman of the Board of. Trustees, if such an officer shall be elected, shall preside at meetings ofthe Board of Trustees ifthe Chairman of the Board of Trustees is not present by reason of such Chairman's death ordisability, and, in such an event, shall exercise and perform the powers and duties otherwisereserved by these Bylaws for the Chairman of the Board Trustees.

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(c) To amend or repeal any resolution previously adopted by the Board ofTrustees.

ARTICLE 8MEDICAL ADVISORY BOARD

Section 8.1. Composition; Appointment; Governance. The Board of Trustees, byresolution duly adopted by a majority of the members of such Board, shall create a MedicalAdvisory Board, comprised solely of physicians licensed to practice medicine in the State ofNew Jersey.

Section 8.2. Term. Each member of the Medical Advisory Board shall serve on suchAdvisory Board for two (2) years and until his or her successor is duly qualified and appointed.Any Advisory Board member may serve any number of consecutive terms as a member of suchAdvisory Board.

Section 8.3. Resignation and Removal.(a) Any Medical Advisory Board member may resign at any time by giving

written notice of resignation to the President or the Secretary of the Corporation. Any suchresignation shall take effect upon its receipt by the Corporation or at a subsequent time as shallbe specified in such notice of resignation. Acceptance of such resignation by action of the Boardof Trustees shall not be necessary to make it effective.

(b) The Board of Trustees, at any time, may remove any Medical AdvisoryBoard member with or without cause. Any Medical Advisory Board member may be removedfrom office by the affirmative vote of a majority of the remaining Trustees present at any regularor special meeting of the Board of Trustees, called for that purpose, notice of which shall havebeen given to such Medical Advisory Board member by the Corporation. Such MedicalAdvisory Board member may elect to appear and to be heard at the meeting provided writtennotice of his or her request for such hearing has been given at least two (2) days before the dateof the meeting.

Section 8.4. Compensation. The salaries of the members of the Medical AdvisoryBoard, if any, shall be fixed from time to time by resolution of the Board. In all cases, anysalaries received by such members shall be reasonable and given in return for services actuallyrendered for the Company which related to the performance of the purposes of the Company.

Section 8.5. Services. Members of the Medical Advisory Board shall agree to provide tothe Board of Trustees such services as are customarily performed by a member of a scientificadvisory board to a company such as the Corporation. These services will include, withoutlimitation, (i) attending meetings of the entire Scientific Advisory Board, which the Corporationexpects wiIl occur approximately once per year, (ii) assisting the Board of Trustees in identifying andrecruiting other qualified individuals to serve on the Medical Advisory Board, (iii) advising theBoard of Trustees within the Medical Advisory Board member's professional area of expertise fromtime to time as reasonably requested by the Board of Trustees, (iv) providing strategic and businessdevelopment ideas to the Board of Trustees and assessing such ideas as are provided by the Board of

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Trustees, and (v) attending scientific or medical meetings relevant to the Medical Advisory Boardmember's area of expertise as may be requested by the Board of Trustees.

ARTICLE 9INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES

AND OTHER AGENTSSection 9.1. For the purposes of this Article 9, "corporate agent" means any person

who is or was a trustee, officer, employee or agent of the Corporation or of any constituentcorporation absorbed by the Corporation in a consolidation or merger and any person who is orwas a trustee, officer, employee or agent of any other enterprise, serving as such at the request ofthe Corporation, or of the constituent corporation, or the legal representative of the trustee,officer, employee or agent

Section 9.2. Third Party Actions. Any person who was, or is, or hereafter shall be acorporate agent shall be indemnified by the Corporation against the reasonable costs,disbursements and counsel fees (hereinafter "expenses") and liabilities paid or incurred insatisfaction of any judgment, fine, penalty or settlement (hereinafter "liabilities") in connectionwith any pending, threatened or completed civil, criminal, administrative or arbitrative action,suit or proceeding, and any appeal therein (hereinafter "proceeding") involving the corporateagent by reason of his or her being or having been such a corporate agent other than a proceedingby or in the right of the Corporation, if (a) such corporate agent acted in good faith and in amanner he or she reasonably believed to be in or not opposed to the best interests of theCorporation; and (b) with respect to any criminal proceeding, such corporate agent had noreasonable cause to believe his or her conduct was unlawful. The termination of any proceedingby judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent,shall not of itself create a presumption that such corporate agent did not meet the applicablestandard of conduct set forth in this section.

Section 9.3. Action by or in the Right of the Corporation. The Corporation shallindemnify a corporate agent against his or her expenses in connection with any proceeding by orin the right of the Corporation to procure ajudgment in its favor which involves the corporateagent by reason of his or her being or having been such corporate agent, if he or she acted ingood faith and in a manner he or she reasonably believed to be in or not opposed to the bestinterests of the Corporation. However, in such proceeding no indemnification shall be providedin respect of any claim, issue or matter as to which such corporate agent shall have beenadjudged to be liable for negligence or misconduct, unless and only to the extent that the court inwhich such proceeding was brought shall determine upon application that despite theadjudication of liability, but in view of all circumstances of the case, such corporate agent isfairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Section 9.4. Mandatory Indemnification. The Corporation shall indemnify a corporateagent against expenses to the extent that such corporate agent has been successful on the meritsor otherwise in any proceeding referred to in Sections 9.2 and 9.3 of these Bylaws in defense ofany claim, issue or matter therein.

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Section 9 . 5 . Procedure for Effecting Indemnifications. Any indemnifications underSection 9.2 of these Bylaws and, unless ordered by a Court, under Section 9.3 of these Bylaws,may be made by the Corporation only as authorized in a specific case upon a determination thatindemnification is proper in the circumstances because the corporate agent met the applicablestandard of conduct as set forth in Section 9.2 or in Section 9.3 of these Bylaws. Suchdetermination shall be made (a) by the Board of Trustees, acting by a majority vote of a quorumconsisting of the Trustees who were not parties to or otherwise involved in the proceeding, or (b)if such a quorum is not obtainable or, even if obtainable, and such quorum of the Board ofTrustees by a majority vote ofthe disinterested Trustees so directs, by independent legal counsel,in a written opinion, such counsel to be designated by the Board of Trustees.

Section 9.6, Advancing Expenses. Expenses incurred by a corporate agent inconnection with a proceeding may be paid by the Corporation in advance of the final dispositionof the proceeding if authorized in the manner provided in Section 9.5 of these Bylaws uponreceipt of an undertaking by or on behalf of the corporate agent to repay such amount unless itshall ultimately be determined that he or she is entitled to be indemnified as provided in theseBylaws.

Section 9.7. Scope of Bylaws. The indemnification provided by this Article 9 shallapply to (a) the corporate agent and the legal representative or representatives of the corporateagent and (b) shall not exclude any other rights to which a corporate agent may be entitled underthe Certificate of Incorporation, these Bylaws, by agreement or otherwise.

ARTICLE 10FISCAL YEAR AND AUDIT

Section 10.1. Fiscal Year. The Fiscal Year of the Corporation shall be the calendaryear.

Section 10.2. Audit. An annual audit in accordance with generally accepted auditingstandards by independent certified public accountants shall be made of the financial conditionand results of operation of the Corporation.

ARTICLE 11DISSOLUTION

Section 11.1. Upon the dissolution of the Corporation, the remaining assets of theCorporation shall, after paying or making provisions for the payment of all of the liabilities ofthe Corporation, be disposed of to such organization or organizations organized and operatedexclusively for charitable, educational, religious or scientific purposes, as the Board of Trusteesshall determine. Any assets not so disposed of shall be disposed of by a court of competentjurisdiction exclusively and for such purposes, or to such organization or organizations organizedand operated exclusively for such purposes, as said court shall determine. No Trustee or Officerof the Corporation, or any other private individual, shall be entitled to share in the distribution ofany of the corporate assets upon dissolution of the Corporation.

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E IN I nd iv id u al R e qu es t - On lin e Appl ic atio n

EIN Assistant

Page 1 o f 1

Y ou r P ro gre s s: 1. Id e ntity ./ 3. Add r e s s e s .J 4. Details I' 5 . E IN C o n fi rm a ti on. Au then t i ca te . . . tCongratulations! The EIN has been successfully assigned.

E IN A ss ig ne d : 2 7-4 90 90 55Le ga l N am e: AB AT IN W ELLN ESS CEN TER A N EW JERSEYN O N P RO F IT C O R P OR AT IO N

The confirmation letter will be mailed to the applicant. This letter will be the applicant's offlclal IRS notice andw ill c on ta in im p orta n t in form a tio n re ga rd in g the E IN . A llow u p to 4 w e ek s fo r th e le tte r to a rriv e b y m a il.We strongly recommend you print this page for your records.

C lic k "C on tln ue " to g et a dd itio na l in fo rm a tio n a bo ut u sin g the n e w E IN .

Help Topics Q .l;!O t o . ? EINJ~!liI!}Qpefo@ t he con fi rm a t io nl e tt or I s r ece i Ved?

2 /11 /2 011


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APPENDIXE


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Zip Codes to be served by proposed ATC:0 7 0 0 1 , 0 7 0 0 8 , 0 7 0 1 6 , 0 7 0 2 3 , 0 7 0 2 7 , 0 7 0 3 3 , 0 7 0 3 6 , 0 7 0 5 9 , 0 7 0 6 0 , 0 7 0 6 1 , 0 7 0 6 2 , 0 7 0 6 3 , 0 7 0 6 4 ,0 7 0 6 5 , 0 7 0 6 6 , 0 7 0 6 7 , 0 7 0 6 9 , 0 7 0 7 6 , 0 7 0 7 7 , 0 7 0 8 0 , 0 7 0 8 1 , 0 7 0 8 3 , 0 7 0 8 8 , 0 7 0 9 0 , 0 7 0 9 1 , 0 7 0 9 2 ,0 7 0 9 5 , 0 7 2 0 1 , 0 7 2 0 2 , 0 7 2 0 3 , 0 7 2 0 4 , 0 7 2 0 5 , 0 7 2 0 6 , 0 7 2 0 7 , 0 7 2 0 8 , 0 7 7 0 1 , 0 7 7 0 2 , 0 7 7 0 3 , 0 7 7 0 4 ,0 7 7 0 9 , 0 7 7 1 0 , 0 7 7 1 1 , 0 7 7 1 2 , 0 7 7 1 5 , 0 7 7 1 6 , 0 7 7 1 7 , 0 7 7 1 8 , 0 7 7 1 9 , 0 7 7 2 0 , 0 7 7 2 1 , 0 7 7 2 2 , 0 7 7 2 3 ,0 7 7 2 4 , 0 7 7 2 6 , 0 7 7 2 7 , 0 7 7 2 8 , 0 7 7 3 0 , 0 7 7 3 1 , 0 7 7 3 2 , 0 7 7 3 3 , 0 7 7 3 4 , 0 7 7 3 5 , 0 7 7 3 7 , 0 7 7 3 8 , 0 7 7 3 9 ,0 7 7 4 0 , 0 7 7 4 6 , 0 7 7 4 7 , 0 7 7 4 8 , 0 7 7 5 0 , 0 7 7 5 1 , 0 7 7 5 2 , 0 7 7 5 3 , 0 7 7 5 4 , 0 7 7 5 5 , 0 7 7 5 6 , 0 7 7 5 7 , 0 7 7 5 8 ,0 7 7 6 0 , 0 7 7 6 2 , 0 7 7 6 3 , 0 7 7 6 4 , 0 7 7 6 5 , 0 7 7 9 9 , 0 7 8 3 0 , 0 7 9 0 1 , 0 7 9 0 2 , 0 7 9 2 0 , 0 7 9 2 1 , 0 7 9 2 2 , 0 7 9 2 4 ,0 7 9 3 1 , 0 7 9 3 4 , 0 7 9 3 8 , 0 7 9 3 9 , 0 7 9 7 4 , 0 7 9 7 7 , 0 7 9 7 8 , 0 7 9 7 9 , 0 8 0 0 5 , 0 8 0 0 6 , 0 8 0 0 8 , 0 8 0 5 0 , 0 8 0 8 7 ,0 8 0 9 2 , 0 8 5 0 1 , 0 8 5 0 2 , 0 8 5 0 4 , 0 8 5 1 0 , 0 8 5 1 2 , 0 8 5 1 4 , 0 8 5 2 0 , 0 8 5 2 5 , 0 8 5 2 6 , 0 8 5 2 7 , 0 8 5 2 8 , 0 8 5 3 0 ,0 8 5 3 3 , 0 8 5 3 4 , 0 8 5 3 5 , 0 8 5 3 6 , 0 8 5 4 0 , 0 8 5 4 1 , 0 8 5 4 2 , 0 8 5 4 3 , 0 8 5 4 4 , 0 8 5 5 0 , 0 8 5 5 1 , 0 8 5 5 3 , 0 8 5 5 5 ,0 8 5 5 6 , 0 8 5 5 7 , 0 8 5 5 8 , 0 8 5 5 9 , 0 8 5 6 0 , 0 8 5 6 1 , 0 8 6 0 1 , 0 8 6 0 2 , 0 8 6 0 3 , 0 8 6 0 4 , 0 8 6 0 5 , 0 8 6 0 6 , 0 8 6 0 7 ,0 8 6 0 8 , 0 8 6 0 9 , 0 8 6 1 0 , 0 8 6 1 1 , 0 8 6 1 8 , 0 8 6 1 9 , 0 8 6 2 0 , 0 8 6 2 5 , 0 8 6 2 8 , 0 8 6 2 9 , 0 8 6 3 8 , 0 8 6 4 5 , 0 8 6 4 6 ,0 8 6 4 7 , 0 8 6 4 8 , 0 8 6 5 0 , 0 8 6 6 6 , 0 8 6 9 0 , 0 8 6 9 1 , 0 8 6 9 5 , 0 8 7 0 1 , 0 8 7 2 0 , 0 8 7 2 1 , 0 8 7 2 2 , 0 8 7 2 3 , 0 8 7 2 4 ,0 8 7 3 0 , 0 8 7 3 1 , 0 8 7 3 2 , 0 8 7 3 3 , 0 8 7 3 4 , 0 8 7 3 5 , 0 8 7 3 6 , 0 8 7 3 8 , 0 8 7 3 9 , 0 8 7 4 0 , 0 8 7 4 1 , 0 8 7 4 2 , 0 8 7 5 0 ,0 8 7 5 1 , 0 8 7 5 2 , 0 8 7 5 3 , 0 8 7 5 4 , 0 8 7 5 5 , 0 8 7 5 6 , 0 8 7 5 7 , 0 8 7 5 8 , 0 8 7 5 9 , 0 8 8 0 1 , 0 8 8 0 2 , 0 8 8 0 3 , 0 8 8 0 4 ,0 8 8 0 5 , 0 8 8 0 7 , 0 8 8 0 9 , 0 8 8 1 0 , 0 8 8 1 2 , 0 8 8 1 6 , 0 8 8 1 7 , 0 8 8 1 8 , 0 8 8 2 0 , 0 8 8 2 1 , 0 8 8 2 2 , 0 8 8 2 3 , 0 8 8 2 4 ,0 8 8 2 5 , 0 8 8 2 6 , 0 8 8 2 7 , 0 8 8 2 8 , 0 8 8 2 9 , 0 8 8 3 0 , 0 8 8 3 1 , 0 8 8 3 2 , 0 8 8 3 3 , 0 8 8 3 4 , 0 8 8 3 5 , 0 8 8 3 6 , 0 8 8 3 7 ,0 8 8 4 0 , 0 8 8 4 4 , 0 8 8 4 6 , 0 8 8 4 8 , 0 8 8 5 0 , 0 8 8 5 2 , 0 8 8 5 3 , 0 8 8 5 4 , 0 8 8 5 5 , 0 8 8 5 7 , 0 8 8 5 8 , 0 8 8 7 9 , 0 8 8 8 0 ,0 8 8 8 2 , 0 8 8 8 4 , 0 8 8 8 5 , 0 8 8 8 7 , 0 8 8 8 8 , 0 8 8 8 9 , 0 8 8 9 0 , 0 8 8 9 9 , 0 8 9 0 1 , 0 8 9 0 2 , 0 8 9 0 3 , 0 8 9 0 4 , 0 8 9 0 5 ,0 8 9 0 6 , 0 8 9 3 3 , 0 8 9 8 9


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APPENDIXF


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Job DesciptionsNOTE: All employees must submit to background check

POSITION (Title): General Manger (1)DUTIES AND RESPONSIBILITIES:

The facility Manager is responsible of all of the day to day activities required to operatethe facility. These include, but are not limited to: HR and personnel management, managementof cultivation, production and packing. Reception activities. POS system operation. Patientdatabase . Employee training. Interaction with Medical Advisory Board regarding patientexperiences.QUALIFICATIONS:Knowledge of: medicinal marijuana, medical office procedures, manufacturing and planning,HR., POS and database systems. Management or business degreeSUPERVISOR: CEOPOSITION (Title) : Quality Control Specialist (3)DUTIES AND RESPONSIBILITIES:

Management of quality control program including but not limited to: Training on GMP,GAP and GLP, Good Documentation Practices and Critical Control Point System. Conductinternal audits and submit summary reports to management for review and the development ofimprovement strategies. Inspection and sampling of medicinal marijuana at various stages ofproduction. Batch packet review and final 'positive release' . Daily monitoring of cultivationoperation for compliance to procedures, GMP, GDP, etc: ..QUALIFICATIONS:5yrs minimum experience in quality systems for food or agriculture. Micro backgroundpreferred.SUPERVISOR: CEO and General Manager (QC must maintain autonomy by reporting directlyto CEO)POSITION (Title): Counselor Manager (1)DUTIES AND RESPONSIBILITIES:

Training and supervision of all counselors. Interaction between Medical Advisory Board,counselors and AWC medical educatorsQUALIFICATIONS: Extensive knowledge of medicinal marijuana strains and their effects.Medical background. Customer service background.SUPERVISOR: General Manager


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POSITION (Title) : Counselor Host (8)DUTIES AND RESPONSIBILITIES:

Receive patients entering from reception area. Provide education and informationrelative to counseling and additional services. Guide patients to appropriate counselor. Conductinformational meetings and lead patient discussion groups.QUALIFICATIONS: Extensive knowledge of Medicinal Marijuana strains and their effects.Understanding of medical office procedures and policies. Excellent verbal and interpersonalcommunication skills.SUPERVISOR: Counselor ManagerPOSITION (Title) : Counselor (30)DUTIES AND RESPONSIBILITIES:

Meet with qualifying patients and primary caregivers to discuss various aspects of theirtreatment. Enter pertinent information into patient database. Educate patient and primarycaregivers on various strains of medicinal marijuana, methods of administration and recentmedical studies on the effects of marijuana. Discuss other AWC services that may enhance thepatients experience such as support groups, seminars, reading material, community outreachprograms, etc ..QUALIFICATIONS:Extensive knowledge of Medicinal Marijuana strains and their effects. Understanding of medicaloffice procedures and policies. Excellent verbal communication skills. Computer skills.SUPERVISOR: General Manager--------------------""""'''-----''''~----".'''----POSITION (Title) : Call Center Counselors (3)DUTIES AND RESPONSIBILITIES:

Operate a 24 hour counseling call center for qualifying patients and primary caregivers.Discuss various aspects of treatment. Enter pertinent information into patient database. Educatepatient and primary caregivers on various strains of medicinal marijuana, methods ofadministration and recent medical studies on the effects of marijuana. Discuss other AWCservices that may enhance the patients experience such as support groups, seminars, readingmaterial, community outreach programs, etc..QUALIFICATIONS: Extensive knowledge of Medicinal Marijuana strains and their effects.Understanding of medical office procedures and policies. Excellent verbal communication skills.Computer skills.SUPERVISOR: Counselor Manager


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POSITION (Title): Medical Educators (8)DUTIES AND RESPONSIBILITIES:

Travel about the community educating medical professionals about medicinal marijuana.Interaction with the AWC Medical Advisory Board. Visit hospitals, hospice, nursing homeseducating the patients and medical community.QUALIFICATIONS: Extensive knowledge of medicinal marijuana. Medical background.Excellent communication skills. BS DegreeSUPERVISOR: General ManagerPOSITION (Title) : Master Cultivator (1)DUTIES AND RESPONSIBILITIES:

Responsible for cloning and cultivation of various strains of medicinal marijuana. Dailytending of crops. Training and management of Cultivator Technicians. Interaction with MedicalAdvisory Board regarding patient feedback results. Maintain production records. Developproduction schedules and maintain adequate inventory based on projected and actual patientdemand. Order supplies. Maintenance of cultivation equipment. Transfer of harvestedmedicinal marijuana to Pre-Weigh personnel.QUALIFICATIONS: Extensive knowledge of marijuana strains and growing methods. Extensiveknowledge and / or certifications in organic growing methods. Horticulture degree preferred.SUPERVISOR: General Manager

POSITION (Title) : Cultivator Technician (15)DUTIES AND RESPONSIBILITIES:

Prepare equipment used in various growth stages. Daily monitoring and maintenance ofcrops at various growth stages. Maintenance of equipment. Sanitation of equipment, utensils andwork area.QUALIFICATIONS: High School Diploma or equivalent, knowledge of fanning / gardening.SUPERVISOR: Master Cultivator


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POSITION (Title): Inventory Manager (1)DUTIES AND RESPONSIBILITIES:

Conduct 'Crop Yield Analysis'. Prepare and maintain documents that account for allmedicinal marijuana planted, cultivated, harvested, destroyed, reprocessed and transferred to thePre-Weigh area.QUALIFICATIONS: Background in farming or gardening. Business management or equivalentdegree. Excellent math and computer skills (spreadsheets).SUPERVISOR: Master CultivatorPOSITION (Title): Packaging / Labeling (6)DUTIES AND RESPONSIBILITIES:Receipt of bulk (harvested) medicinal marijuana via 'Chain of Custody' SOP. Processingall harvested medicinal marijuana and packaging it into specified containers of predeterminedamounts. Labeling all packages in accordance with AWC procedures. Record Keeping for allphases of packaging. Transfer of packaged medicinal marijuana to the dispensary.QUALIFICATIONS: Experience in manufacturing environment. Experience in farming orgardening. Laboratory and / or quality background. High school diploma or equivalent.SUPERVISOR: General Manager .. .__ __ . --_._ . . . . ._-------POSITION (Title): Dispensary Clerk (8)DUTIES AND RESPONSIBILITIES:

Prepare packaged medicinal marijuana for issuance to counter (register clerk)QUALIFICATIONS: Organizational skills. Computer skills.SUPERVISOR: General ManagerPOSITION (Title) : In-house Council (1)DUTIES AND RESPONSIBILITIES:

Legislative monitoring and compliance. Provide information and education to qualifyingpatients and primary caregivers relative to medical marijuana laws and interpretations both stateand federalQUALIFICATIONS: Law DegreeSUPERVISOR: CEO


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POSITION (Title) : Receptionist (8)DUTIES AND RESPONSIBILITIES:

Receive patients. Distribute and collect all required paperwork. Verify eligibility ofpatient and compliance to rules governing 'qualifying patients'. Maintain organized workspace.Data entry and additional clerical as needed. Answer phones.QUALIFICATIONS: Experience in medical office reception and office procedures.SUPERVISOR: General MangerPOSITION (Title) : Register Clerk (8)DUTIES AND RESPONSIBILITIES:

Convey medicinal marijuana packages from dispensing area (Medicine Fillers) to counterPOS register. Operate Point of Sale (POS) cash register and record purchase of medicinalmarijuana and any additional products or services.QUALIFICATIONS: POS register experience. High school diploma or equivalent.SUPERVISOR: General ManagerPOSITION (Title): Security ChiefDUTIES AND RESPONSIBILITIES;

Implement and maintain security program. Manage security staff of 16. Write routinereports. Monitor surveillance equipment for activities outside the normal AWC activities.Actively solicit an open relationship with local law enforcement.QUALIFICATIONS: Police or military background. Experience in security industry. Existingrelationship with local law enforcement.SUPERVISOR: General ManagerPOSITION (Title): Security (16)

QUALIFICATIONS: Experience in security industry. Police or military background.SUPERVISOR: Security Chief


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POSITION (Title): Information Technologies (IT) Manager (1)DUTIES AND RESPONSIBILITIES:

Day to day management of hardware and software used at AWC. Support MediaDeveloper.QUALIFICATIONS: Degree. Background with POS and Database managementSUPERVISOR: General ManagerPOSITION (Title) : Media Developer (1)DUTIES AND RESPONSIBILITIES:

Develop interactive media. Develop and program media for AWC informational 'bigscreens'. Develop and maintain AWC website.QUALIFICATIONS: Media Development and production.SUPERVISOR: CEOPOSITION (Title): Bookkeeper (2)DUTIES AND RESPONSIBILITIES:

Accounting for AWC facilityQUALIFICATIONS: Accounting experience. Degree preferred.SUPERVISOR: General Manager

POSITION (Title): Janitor (4)DUTIES AND RESPONSIBILITIES:

Facilities cleaning and maintenance. Daily disposal of trash. Monitor AWC facility insideand outside to ensure a clean and organized appearance.QUALIFICATIONS: Janitorial experience. Maintenance experience.SUPERVISOR: General ManagerPOSITION (Title): Analytical ChemistDUTIES AND RESPONSIBILITIES:

Operation ofHPLC. Compile analytical data. Maintain clean organized lab area.Compliance to GLP'sQUALIFICATIONS: Chemistry degree. Operation ofHPLC and ancillary equipement.SUPERVISOR: General Manager


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APPENDIX F-l


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Montel WilliamsMontel Williams, is the name behind one of the longest running talk shows in the history oftelevision. An Emmy Award winning host and the Executive Producer of the Montel WilliamsShow, Williams reached households across America presenting them with challenging socialissues for 17 years. In September of2009, the show completed its final season, but can still beseen around the world in a Best of Montel series. Although bittersweet, the finale of the MontelWilliams Show marked an important juncture for Williams. It concluded one of the best chaptersin his life and opened a door to exciting new opportunities.Battling Multiple Sclerosis and depression daily, Williams has built the Living Well with Montelbrand, by incorporating life experience and the information he has accumulated through personalaccount and professional opinions. Living Well is focused on products that can help consumerslive better physically, emotionally, financially and spiritually. In addition to the productsavailable under the brand name, a series of Living Well Conferences will launch with aninaugural event on May 12,2009 in Las Vegas, NV at the Venetian Hotel. Williams has alsofounded the Living Well with Montel Health Association, which will provide medical discountbenefit cards for members for a monthly fee and free pharmacy discount cards.In January 2006, Williams became the national spokesman for the Partnership for PrescriptionAssistance, PPA, (www.pparx.org) a patient assistance clearinghouse program that has matchedover 5.5 million Americans to public and private patient assistance programs providing themwith more than $13 billion dollars of free or nearly free prescriptions.An accomplished author, Williams has published eight books to date, four of which were NYTimes Bestsellers. His latest release "Living Well Emotionally" hit bookstores on January 6th,2009 and has received critical acclaim. Williams enjoys acting and performs whenever hisschedule permits. Over the past few years, viewers may have seen him on hit television programsincluding "All My Children," "American Dreams" and "JAG." Most recently Williamscontributed to the long running dramatic series "Guiding Light" playing "Clayton Boudreau",which landed him a nomination in 2009 for a NAACP Image Award for Outstanding Actor In ATelevision Series.With a list of interests as vast as the eye can see, in April of 2008 Williams saw one of his earlypassions, Poker, in a whole new light. With a solid plan and an ingenious business model, hecreated the International Team Poker League (ITPL). Adding yet another prestigious title to hisname, Williams will launch the ITPL internationally in the spring of 2009 as its Commissioner.The ITPL will bring an exciting new format to terrestrial and online poker tournamentsculminating in a truly original and engaging TV show.A true entrepreneur Williams' accomplishments go beyond media and publishing, he is also asuccessful Fatburger franchisee. He owns the exclusive franchise rights to Colorado andpresently operates 5 storefronts with additional stores in development.Shortly after being diagnosed with MS in 1999, Williams established the Montel Williams MSFoundation (www.montelms.org) to further the scientific study ofMS, provide financial


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assistance to select organizations and institutions conducting research, raise national awareness,and educate the public. The MWMSF has granted over $1.5 million dollars to research and hassupported a study done at the Karolinska Institute in Sweden, which discovered an MS gene.Williams began his professional career in the US Marine Corps in 1974 when he enlisted in hishometown of Baltimore after graduating high school. After six months, he was meritoriouslypromoted twice, and in 1975, became the first black Marine selected to the Naval Academy PrepSchool inNewport, Rhode Island. Upon graduation from prep school, Williams received aPresidential Appointment to the United States Naval Academy in Annapolis, Md., where hestudied Mandarin Chinese, and graduated with a degree in general engineering and a minor ininternational security affairs. He was then selected as special duty intelligence officer,specializing in cryptology.Williams is the proud father of four children and resides in New York with his wife Tara.


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SHAWN SEDAGHAT

Shawn Sedaghat was born in 1965 and lives in Los Angeles, CA where he attendedLoyola Marymount University.He co-founded SEDA Specialty Packaging Corp. in 1985 and started operations in thefield of manufacturing plastic packaging products, which generated revenues of $600,000 in its first year. Growing in excess of 50% annually, in 1993 SEDA successfullycompleted an initial public offering of its stock on the NASDAQ market. In 1995,Shawn was recognized by Forbes magazine as the youngest CEO of the 100 Best RunSmall Companies in America. SEDA continued on its path of growth and revenuesapproached $100 million by 1997 when a Canadian based multi-national corporationacquired the company.Subsequent to the sale of SEDA, Shawn founded SEDA Capital, a broad-basedinvestment company with passive investments in a number of industries. With an eyetowards re-entering the corporate world in an active capacity, in 2002 he founded PKGGroup, LLC with the vision of leveraging his many years of experience in packaging forthe personal care, cosmetic and pharmaceutical industries into building a premier serviceprovider to those industries. PKG has enjoyed solid growth since its inception with itsrevenues growing at a compounded annual pace in excess of 40% with offices ormanufacturing operations in California, New Jersey, New York, Italy, Hong Kong andKorea.Shawn has been active in numerous charitable and community organizations includingover a decade of service as a member of the Board of Regents of Loyola MarymountUniversity and the Center for the Study of Los Angeles.


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EDWARD CSASZAR

Edward Csaszar has been involved in development, manufacturing and sales of plastic packagingand devices for the past 35 years. He started his first plastic injection molding company in 1974.During his manufacturing career he has been involved in developing various medical devices andnew packaging concepts and has been awarded several US Patents on tamper evident packaging.His current activities include working with many manufacturing companies globally to developinnovative sustainable green packaging concepts and dispensing devices.Edward's work history includes the following:

Managing member PKG Group LLC - Sales and Development Organization forConsumer Packaging - 200l-Current

Vice President of Sales CCL Plastic Packaging 1997-2000 Vice President of Seda Packaging - manufacturer of plastic packaging 1993-1997 President and Owner of Copak Group - sales organization of Plastic Packaging 1988-

1993 President of General Kap Corp - Development and licensing of intellectual property

relating to tamper evident packaging 1980-2002 President and part owner of Empire Enterprises Inc. - Injection Molding Operation 1974-

1988He has been a member of :

Society of Plastic Engineers Society of Plastics Industry Cosmetic Industry Buyers and Suppliers


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CRITERION 2: REQUIRED ATC OPERATIONAL INFORMATION

Measure 1:See Appendix G

Measure 2:The attached three year financial projections for an AWC facility in the Central region of thestate demonstrates AWC's financial viability and feasibility on a long-term basis.In accordance with the New Jersey Nonprofit Corporation Act, AWC will not issue capital stockor shares representing equity in the corporation. Initial capital requirements will be sourced viaan entity controlled by S&B Medical Solutions, LLC, a California Limited Liability Companycontrolled by Shawn Sedaghat that will provide debt financing to AWC. As evidenced byAddendum C2M2, Mr. Sedaghat and his affiliates maintain balances sufficient to capitalizeAWC to meet its start-up and working capital requirements. Mr. Sedaghat maintains exclusivecontrol over such unencumbered accounts and Mr. Sedaghat is not a party to any agreementcontaining covenants that could restrict the use of such funds.As reflected in the enclosed projected income statements, an AWC facility in the Central regionof the state is expected to break even in the third year of operation. The financial model is basedon decreasing costs charged to qualifying patients as economies of scale are reached in the firstthree years following implementation of New Jersey's medical marijuana program. As thepatient base increases, the costs charged to patients will decrease. Note that in the first year ofoperation, even before economies of scale are reached, prices will be close to 20% less thantoday's market-based benchmarks throughout the country. Moreover, note that by the third yearof operation, patients' costs will fall to levels more than 30% below today's market-basedbenchmarks.AWC will operate over the long-term on a not-for-profit basis because fees charged to qualifyingpatients will be calculated on a regular basis to cover AWC's overhead costs and operatingexpenses. Because fees charged to qualifying patients will never exceed AWC's costs andoperating expenses, AWC will always operate on a not-for-profit basis. In the event of anunexpected surplus, AWC will take one or all of the following steps: (i) allocate such surplus toNew Jersey non-profit foundations that fund programs for New Jersey residents with debilitatingmedical conditions, (ii) increase funding of research and development programs, andlor (iii) fundnew programs and/or make new resources available to qualifying patients.AWC has incorporated into its financial model the ability to provide medicinal marijuana toqualifying patients that are unable to afford it. AWC will enable participants in any of thefollowing state programs to receive medicinal marijuana at little or no cost: (i) New Jersey'sFarnilyCare, (ii) Temporary Assistance for Needy Families (TANF), (iii) General AssistanceThe i nf orm at io n c o nt ai ne d h e re in wa s p re p ar ed i n r es p on s e t o N . J. DHSS' s Request for Applications to Establish and Operate a MedicinalMarijuana Alternative Treatment Center a nd i n t he s pi ri t o f D e pu ty U .S . A tt or ne y G en er al D a vid O g de n's O c to be r 1 9, 20 09 M em or an dumregarding investiga t ions and prosecut ions in s ta t es a u tho r iz i ng the med ic a l u sc o f ma r ij uana .


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(GA), and (iv) Supportive Assistance to Individuals and Families (SAIF). AWe will alsoprovide assistance on a case-by-case basis to other indigent qualifying patients that do notparticipate in any of the foregoing programs.Measure 3:Montel Williams: In 1999, Montel announced his diagnosis with MS, a potentially debilitatingautoimmune disease that affects the brain and spinal cord. To raise both awareness and funds forMS research, he created the Montel Williams MS Foundation in October 2000. The goals of theMS Foundation are to provide financial assistance to select organizations and institutionsconducting the most current research AND scientific study ofMS, to raise national awarenessabout MS, and to educate the public, Since its inception, the Foundation, with Montel Williamslending his time and talents to numerous fund-raising initiatives, has distributed more than $1.5million to research entities that are studying MS. Currently, 100% of the public's donations godirectly to funding research to find a cure for MS.The research centers the Foundation has made grants to are: Johns Hopkins, Yale, University ofCalifornia at Irvine, University of California at San Francisco, Kennedy Krieger, NorthwesternUniversity, University of Rochester, Harvard's Brigham and Women's Hospital, AcceleratedCure Project, Research Foundation of SUNY, the Nancy Davis Center Without Walls in theUnited States, and Karolinska Institute and Uppsala University in Sweden. Grantees for 2008include Accelerated Cure Project, Johns Hopkins and SUNY universities and KarolinksaInstitute, which are also previous grantees, as indicated. New awardees are Epivax, thefoundation's first biotech company, University of Medicine &Dentistry NJ-New JerseyMedical School and the University of Virginia.Shawn Sedaghat: Shawn co-founded SEDA Specialty Packaging Corp. in 1985 and startedoperations in the field of manufacturing plastic packaging products, which generated revenues of$ 600,000 in its first year. Growing in excess of 50% annually, in 1993 SEDA successfullycompleted an initial public offering of its stock on the NASDAQ market. In 1995, Shawn wasrecognized by Forbes magazine as the youngest CEO of the 100 Best Run Small Companies inAmerica. SEDA continued on its path of growth and revenues approached $100 million by 1997when a large Canadian based multi-national corporation acquired the company.Subsequent to the sale of SEDA, Mr. Sedaghat founded SEDA Capital, a broad-based investmentcompany with passive investments in a number of industries. With an eye towards re-enteringthe corporate world in an active capacity, in 2002 he started PKG Group, LLC with the vision ofleveraging his many years of experience in packaging for the personal care, cosmetic andpharmaceutical industries into building a premier service provider to those industries. PKG hasenjoyed solid growth since its inception with its revenues growing at a compounded annual pacein excess of 40% with offices or manufacturing operations in California, New Jersey, New York,Italy, Hong Kong and Korea.

The i nf orm at io n c o nt ai ne d h e re in wa s p re pa re d i n r es p on s e t o N . J. DHSS' s R eq ue st /o r A pp lic atio ns to E sta blish a nd O pe ra te a M ed ic in alM ar iju an a A lte rn ative T re atm en t C en te r a nd i n t he s pi ri t o f D e p ut y U .S . A tt or ne y G e ne ra l D av id O g de n's O c to be r 1 9,2 00 9 M emo ra nd umrega r ding inve s ti gat ion s and p r ose cu t ion s in s t at es a u tho ri z ing the med ic a l u se o f ma r ij uana


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APPENDIXG


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Abatin Wellness CenterOperations ManualTable of Contents

I. Introductiona . Mi ss io n S ta temen t

II. General o verview of AWe operationsa. Counsel ingb. Medicat ionc. Services

III. Cultivation proceduresa. Clone preparationb. Vegative Cycleo. F low eringd. Harvestinge. Chain of Custody

IV . Inventory Control P roceduresa. Chain of Custodyb. Yield Calculationsc. C ycle C ou nt P ro gra md. s a t e procedures

V . Packaging and Labelinga. W eighing and Pack agingb. Label ing r equ ir emen tsc. Chain of Custody

VI. Emplo ye e S ec ur ity P olic ie sa.Personal Safety andCrime Prevention

V II. Security Polic ies and proceduresa. Security M anualb. Accessc. S urveillance equ ipm ent

V III. A lcohol, D rug and Sm oke F ree w orkplace policiesa. D rug testingb. Smok ing

IX. Admini st ra ti ve I nfo rma t iona. Hours o f o pe ra tio nb. F ee schedulec. P ro tected H ealth In form atio nd . R egistered Q u alifyin g Patient A dm ission p roced ures


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Training Matrix1 2 3 4 5 6 7, , m"" (;_FManagement C,E A,E D B,F C I E.. '.._--,QC Specialist I C,E A,E D C B,F C E

Lab personnel""~ B,F=nEounselors * C,E =A,E D B,F E- -Cultivators C,E A,E D C C C E"""""""., .-" ..-. . . . . _ ._P&L C,E A,E D C C C F

Dispensary

abatin center 1

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