mop, app 2 (2017/11/13) – holistic industries · 08.12.2017 · answer each of the questions...

NOV 13 2017

Department of Public Health

Medical Use of Marijuana Program RMD Applications

99 Chauncy Street, 11th Floor

Boston, MA 02111

November 9, 2017

Re: Management and Operations Profiles (Application 2 of 3 and Application 3 of 3) for Holistic Industries, Inc.

To Whom It May Concern:

Please find enclosed Holistic Industries, lnc.'s resubmission of two Management and Operations Profiles (Applications 2 of 3 and 3 of 3), including all required attachments and applicable application fees. Note, Holistic Industries, Inc. is seeking a Certificate of Registration for a total of three Registered Marijuana Dispensaries and has previously been awarded a Provisional Certificate of Registration for a Dispensary in Somerville and a Cultivation and Processing Facility in Monson.

Included in the enclosure are the following documents:

1. Two Remittance Forms for each of the Management and Operations Profiles

2. Two fully and properly completed Management and Operations Profiles, which include:

i. Copies of Holistic Industries, lnc.'s Articles of Incorporation

ii. Copies of Holistic Industries, lnc.'s Certificate of Good Standing

iii. Copies of Holistic Industries, lnc.'s Bylaws, and

iv. Copies of the independent legal opinion of attorney Mardic Marashian of law firm Bonin & Marashian, PC discussing the company's compliance with the non-profit requirements of 105 CMR 725.100 and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance issued by the Department of Public Health (note, such independent legal opinion includes copies of the relevant executed loan agreements with 1) Holistic Remedies LLC and 2) Richard Genderson and Staci Walkes, husband and wife, including the Short-Form Capital Commitments, Promissory Notes and Security Agreements with each party)

3. Two checks made payable to the Commonwealth of Massachusetts for $30,000 covering the Management and Operations Profile fees.

Please note, we have previously submitted the following documents to the Department of Public Health:

1. Completed and signed Character and Competency Forms for all required actors

2. Completed and signed Employment and Education Forms for all required individuals

300 MASSACHUSETTS AVENUE, NE [ WASHINGTON, DC 20002

3. Completed and signed Authorization Forms for all required actors

If you have any questions or concerns regarding this submission, please contact me at your earliest convenience. My direct line is {301) 922-7786. Thank you for your consideration, we look forward to hearing from you soon.

Since.r:IV,~--- .. -~ C_~ -- -

Josh Genderson, CfilefOperating Officer, Clerk, Director HOLISTIC INDUSTRIES, INC.

Enc.

CHARLES 0. BAKER Governor

KARYN E. POLITO Lieutenant Governor

INSTRUCTIONS

The Commonwealth of Massachusetts Executive Office of Health and Human Services

Department of Public Health Bureau of Health Care Safety and Quality

Medical Use of Marijuana Program 99 Chauncy Street, 11 1

h Floor, Boston, MA 02111

MARYLOU SUODERS Secretary

MONICA BHAREL, MD, MPH Commissioner

Tel: 617-660-5370 www.mass.gov/medicalmarijuana

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to Registration to

Operate a Registered Marijuaua Dispensary

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

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

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

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

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

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

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

Holistic Industries, Inc.

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

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

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, 11th Floor

Boston, MA 021 11

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 Department will review the infornrntion and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they have met the standards necessary to be invited to submit a Siting Profile.

PROVISIONAL CERTIFICATE OF REGISTRATION

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

REGULATIONS

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

It is the applicant's responsibility to ensure that all responses are consistent with the requirements of l 05 CMR 725.000, et seq., and any requirements specified by the Department, as applicable.

PUBLIC RECORDS

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

QUESTIONS

If additional info1mation is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or [email protected].

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and cotnplete, as indicated by the initials of the authorized signatory here: __ >(_':r

Management and Operations Profile - Page 2


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

CHECKLIST

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

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

0 A copy of the Corporation's Articles of Incorporation

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

0 A copy of the Corporation's bylaws

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

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

0 A completed Remittance Form (use template provided)

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

• Chief Executive Officer; Chief Operating Officer; ChiefFinancial Officer; individual/entity responsible for marijuana for medical use cultivation operations; individual/entity responsible for the RMD security plan and security operations; each member of the Board of Directors; each Member of the Corporation, if any; and each person and entity known to date that is committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, authorizations fo1ms must be completed and signed by the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Inforn1ation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatoty here: ~Y>--


Holistic Industries, Inc. 2 3

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

SECTION A. APPLICANT INFORMATION

I. Holistic Industries, Inc.

Legal name of Corporation

Jonathan Genderson 2.

3.

4.

Name of Corporation's Chief Executive Officer

c/o Gary Fialky 33 State Street Springfield, MA 01103

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

Josh Genderson

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

5. (301) 922-7786

Applicant point of contact's telephone number

6. [email protected]

Applicant point of contact's e-mail address

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

3

SECTION B. INCORPORATION

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

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

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

Infonnation on this page has been reviewed by the applican,.t, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: ( \G,...--




SECTION C. NON-PROFIT COMPLIANCE

Answer each of the questions below to explain how the Corporation will remain in compliance with the nonprofit requirements of Ch. 369 of the Acts of 2012, the regulations at 105 CMR 725 .000, and "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance." Please refer to the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" document in completing this form.

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

Holistic Industries does NOT currently intend to utilize a inanagement co1npany. Accordingly, this question is NOT APPLICABLE.

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

Ma11age1nent and Operations Profile - Page 5


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

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

Holistic has entered loan agrce1nents with: (1) Holistic Re1nedies LLC, and (2) Richard Genderson and Staci Walkes, husband and wife.

The above 1nentioned loan agree1nents contain com1nercially reasonable tenns and only involve co1npensation at fair inarket value in full cotnpliance with MA law, as evidenced by the independent legal opinion referenced below.

Holistic required all interested parties to disclose their relationship in the above identified Related Party Transaction to the Board of Directors in accordance with the Conflict of Interest provision contained in Article VI, Section 7 of our Bylaws. Pursuant to our Bylaws, (1) such interested persons were not permitted to vote on any Related Party Transactions, and (2) an affin11ative vote of a majority of the disinterested Directors was required before Holistic entered into the subject contracts.

1-Iolistic previously provided the independent legal opinion of attorney Mardic Marashian of Bonin Marashian PC that the above tnentioned loan agree1nents co1nply with the Regulations. We have attached another copy of this legal opinioni which also includes copies of the relevant executed loan agree1nents (eg, the Short-Fann Capital Con11nittnents, Pro1nissory Notes, and Security Agree1nents).

.

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




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

Josh Genderson, Clerk of the Board of Directors (and also Chief Operating Officer), will also serve as an etnployee of the proposed RMD. His en1ploy1nent titles will include Cultivation Supervisor and Security Supervisor.

In his role as Cultivation Supervisor, Mr. Genderson will be responsible for the oversight and inanage1nent of all RMD activities related to inarijuana for tnedical use cultivation operations, including but not 1i1nited to design and i1nplementation of the RMD cultivation and processing plan. Genderson will also ensure all cultivation and processing staff are properly trained, develop and inanage al1 remediation efforts related to cultivation/processing operational issues, and liaise with DPH (re: records and inspections).

In his role as Security Supervisor, Mr. Genderson will be responsible for the oversight and inanage1nent of the RMD security plan and security operations, including but not lin1ited the purchase and installation of all security equip1nent, hnple1nentation of the security personnel training progratn , inanaging RMD relationships with local co1nmercial security services providers (re: equip1nent and inonitoring), inanaging outreach and con1111unication efforts with local police depart1nents, and liaising with DPH.

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and con1plete, as indicated by the initials of the authorized signatory here: ,.)G--




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 RMD.

Jonathan Genderson, 1ne1nber of the Board of Directors of RMD applicant rlolistic Industries, Inc. (and also CEO and President), is also an official/executive of Holistic Re1nedies, LLC, the investor-entity responsible for contributing capital required for proposed RMD operations. 1-Iis titles at Holistic Remedies include Managing Member, Chainnan of the Board of Directors, President and CEO/Executive Director.

Additionally, 1-Iolistic industries' Director and Treasurer/CFO Richard Genderson along with his wife Staci Walkes, as individuals, have contributed capital required for RMD operations.

Accordingly, Jonathan Genderson and Richard Genderson have and will continue to recuse the1nselves frotn voting on any RMD tnatters which present any actual or potential conflict of interest pursuant to Holistic lndustries1 conflict of interest policies set forth in Article Vl, Section 7 of our Bylaws.

lnfonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: <- ) 6;;_,



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

15. Please identify any contract or agreement, executed or proposed, under which a percentage or pm1ion of the applicant's revenue will be distributed to a third party and summarize the terms of any such agreement or contract.

Holistic Industries does NOT have any contract, executed or proposed, under which a percentage or portion of the RMD1s revenue will be distributed to a third party. Accordingly, this question is NOT APPLICABLE.

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

~~ 1110912017

Sig~eds;gnatOry -D-a-te-S-ig_n_e_d ________ _

Josh Genderson Chief Operating Officer, Director, Clerk

Print Name of Authorized Signatory Title of Authorized Signatory

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: J~

Managen1ent and Operations Profile - Page 9

Holistic Industries, lnc.


SECTION D. EXPERIENCE

16. Attach 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.

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

CEO Jonathan Genderson is VP of Schneider's of Capitol Hill, a fa1nily-owned and operated wine shop and one of the top retailers in the country. Jonathan has worked at Schneider's since graduating fro1n the University of Maryland with a BS in Plant Genetics/Horticulture in 1978. As VP, he is responsible for daily operations, including interfacing with top customers, staffing, purchasing, advertising and promotions, and the co1npany1s award-winning website, Cellar.coin. In its 66 years of existence, Schneider's has never been cited for a violation by DC1s Alcoholic Beverage Regulation Adtninistration.

Jonathan1s non-profit experience includes serving as a Board Member of (1) Capitol Hill Association of Merchants and Professionals (5 years), (2) Capitol Hill Village, a volunteer based non-profit helping aging residents re1nain in their ho1nes (8 years), and (3) Barracks Row Main Street, an economic develop1nent non-profit working with the DC and federal govern1nent to itnprove conditions of this historic local street (10 years). He also volunteers for several non-profit fundraisers, including the National Brain Tun1or Society (7 years), Starlight-Starbright Children1s Foundation (12 years) and !nova Hospital (12 years).

COO Josh Genderson is President of Schneider1s and has overseen its growth to over$ l 4MM in revenue. As President, Josh oversees shop operations including the developn1ent and growth ofSchneiderts website Cellar.coin, a national platfonn for wine and spirit sales. Josh is also General Manager of Holistic Re1nedies (5 years) and Organic Wellness (5 years), 2 of DC's top licensed Cultivation Centers and the only operators to focus on high CBD strains suitable for children-patients suffering fron1 seizures.

Josh is a ine1nber of the Young Presidents Organization, DC Chapter. His non-profit experience includes serving as Board Member of Hearts Delight (4 years), a subsidiary of the American Heart Association and Atnerican Stroke Association.

CFO Richard Genderson is Treasurer of Schneider's and has at titnes served as President/CEO. Richard graduated Adelphi University in 1975 with a degree in Manage1nent. Thereafter, he worked 5 years for A. Genderson and Sons as General Manger and Sales Manager before joining Schneider's.

Richard1s non-profit experience includes serving as Board Me1nber of (1) the National Brain Tu1nor Society (7 years), (2) MEI Futures Acadetny, a charter school for unwed inothers and daycare for their infants (4 years), and (3) Starlight-Starbright Children1s Foundation Mid-Atlantic (including tenures as Treasurer, VP and President), a non-profit dedicated to itnproving the quality of life for children with chronic life-threatening illnesses and life-altering injuries by providing entertainment, education and fa1nily activities (15 years). Also, Richard serves as a Board Metnber of SWC Te1npe and SWC Prescott, non-profit medical 1narijuana con1panies licensed by AZ to cultivate and dispense (4 years each).

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

Management and Operations Profile - Page l 0



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

CEO Jonathan Genderson is Managing Me1nber and CEO/President of Holistic Re1nedies LLC) the District of Co1u1nbia's first licensed inedical inarijuana Cultivation Center) offering a variety of high quality inedical inarijuana strains, including high CBD strains, and inedical 1narijuana infused products to qualifying DC patients since 2012. Holistic Remedies is one of only 7 operational Cultivation Centers in the District and has a perfect co1npliance record to date, undergoing co1nprehensive regulatory inspections on a monthly basis. Jonathan Genderson's health care services extend to his volunteer work at fund-raisers for several health care non-profit organizations, including the National Brain Tu1nor Society (7 years), Starlight-Starbright Children's Foundation Mid-Atlantic (12 years) and !nova Hospital (12 years).

COO Josh Genderson is General Manager of both Holistic Remedies LLC (5 years) and Organic Wellness LLC (5 years), two of the top licensed Cultivation Centers in Washington DC, hotne of one of the country's most highly regulated medical 1narijuana progra1ns. Under his tenure) both licensees have beco1ne the District1s only operators to cultivate and 1nanufacture high CBD medical 1narijuana products produced specifically to address qualifying registered children-patients suffering fron1 seizures and associated sy1npto1ns. These trend setting health care companies have flawless compliance records and boast a strong relationship with program regulators, including the Metropolitan Police Department.

CFO Richard Genderson's health care experience includes serving as Board Member of(l) the National Brain Tu1nor Society (7 years), (2) MEI Futures Academy) a charter school for unwed n1others and daycare for their infants (4 years), and (3) Starlight-Starbright Children's Foundation Mid-Atlantic (including tenures as its Treasurer, VP and President), a non-profit dedicated to itnproving the quality of life for children with chronic life-threatening illnesses and life-altering injuries by providing entertaininent, education and fa1nily activities (15 years).

Richard serves as a Board Me1nber of SWC Tempe and SWC Prescott (4 years each), each a non-profit medical tnarijuana company licensed by the state of Arizona pursuant to its highly regulated program serving thousands of the state's registered patients for the last several years. Both co1npanies hold licenses for a Dispensary (located in Tempe and Prescott, respectively) and a Cultivation Center (indoor and greenhouse facilities located in Wickenburg and Chino Valley).

Richard is also Managing Me1nber and CEO/President of Organic Wellness LLC, a Cultivation Center licensee vetted and approved by Washington DC1s Medical Marijuana Program regulators (5 years). Organic Wellness was among the quickest licensees to build out its co1n1nercial facility and co1n1nence operations pursuant to District law.

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: . \ V

Management and Operations Profile- Page 11



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

CEO Jonathan Genderson is Managing Member and CEO/President of Holistic Re1nedies LLC, the District of Columbia1s first licensed inedical marijuana Cultivation Center, offering a variety of high quality medical tnarijuana strains, including high CBD strains, and 1nedical n1arijuana infused products to qualifying DC patients since 2012. Holistic Re1nedies is one of only 7 operational Cultivation Centers in the District and has a perfect co1npliance record to date, undergoing co1nprehensive regulatory inspections on a monthly basis. In addition to its exeinplary status as a 1nodel licensee, inedical-grade products n1anufactured by Holistic Re1nedies have never failed testing and are regularly requested by name fro1n registered patients.

COO Josh Genderson is General Manager of both Holistic Remedies LLC (5 years) and Organic Wellness LLC (5 years), two of the top licensed Cultivation Centers in DC, home of one of the country1s inost highly regulated tnedica1 marijuana progra1ns. Under his tenure, both licensees have become DCs only operators to produce high CBD 1nedical marijuana products inanufactured specifically to address qualifying registered children-patients suffering fro1n seizures and associated sy1npto1ns. Both co1npanies have flawless co1npliance records, boast strong relationships with program regulators and the Metropolitan Police Depart1nent, and have consistently supplied safe, high-quality tnedical-grade n1arijuana products to DC's 4200+ registered patients. Neither cultivation facility has suffered a crop failure or large-scale pest/disease infiltration and are leading the progra1n in the consistent supply of top quality n1edicine.

CFO Richard Genderson serves as a Board Metnber of SWC Tempe and SWC Prescott (4 years each), each a non-profit 1nedical inarijuana company licensed by Arizona pursuant to its highly regulated pro grain serving thousands of the state1s registered patients for the last several years. Both co1npanies hold licenses for dispensaries (Ten1pe and Prescott, respectively) and a Cultivation Center (Wickenburg and Chino Valley). The AZ cultivation facilities include indoor and greenhouse cultivation methods to provide a consistent and predictable supply of medical-grade marijuana products and affordable price points.

Richard is also Managing Me1nber and CEO/President of Organic Wellness LLC (5 years), a Cultivation Center licensee vetted and approved by Washington DC's Medical Marijuana Progra1n regulators. Organic Wellness was awarded a license during the program's second round of issuances in 2014 and was among the quickest licensees to build out its indoor cultivation facility and co1n1nence operations.

Collectively, Holistic Industries' executive team has facilitated the cultivation and dispensing of conta1ninant-free, medical-grade inarijuana products to thousands of individual patients registered. Their years of industry-specific experience in strictly tnedica1 state-run programs is second to none.

Information on this page has been reviewed by the applicant\ '!:,nd where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: , t.,.Y




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

Josh Genderson, Holistic Industries' COO, Cultivation Supervisor and Security Supervisor is responsible for both 1narijuana for inedical use cultivation operations and for the RMD security plan and security operations. He has extensive real world experience providing services for 1narijuana for medical purposes by virtue of his tenure as General Manager position with both Holistic Re1nedies LLC and Organic Wellness LLC (5 years each), two of the licensed Cultivation Centers in Washington, DC's stringent Medical Marijuana Progra1n. Notably, the DC progra1n is substantially similar to that of the Co1nmonwealth's, particularly in regards to con1prehensive cultivation standards and strict security regulations, thereby lending to Mr. Genderson's ideal skill set for Massachusetts RMD operations.

Since 2012, Josh Genderson has overseen cultivation operations of the District ofColu1nbia1s first licensed Cultivation Center. His responsibilities include managing the design and build-out of 2 sophisticated, co1nmercial indoor medical n1arijuana cultivation facilities, securing all necessary cultivation equipment and tools (e.g. lighting syste1ns, hydroponic systems, environ1nental control syste1ns and nutrient lines), securing all necessary processing equip1nent and tools (e.g. extraction 1nachines, packaging/label inachines), and vetting, staffing and tnanaging cultivation/processing personnel. Mr. Genderson is one of the 1nost experienced cultivation managers in the country whose background is exclusively in a fully legal, n1edical-only state-run progratn. He successfully managed a licensed Cultivation Center fron1 the initial licensing process through the program's roll-out and gradual regulatory changes.

Contemporaneously, Mr. Genderson has overseen the security plan and security operations of2licensed1nedical marijuana co111panies in the District. His responsibilities include liaising with DC1s Metropolitan Police Department on behalf of the Cultivation Centers, ensuring operational and security-1neasure co1npliance with progra1n regulations, tnanaging updates/upgrades to facility security plans (particularly as regulations have changed over time), securing all necessary security equip1nent (e.g. alanns, inotion detectors, controlled-access equipn1ent, locks, safes, surveillance equipn1ent, etc.), and vetting, staffing and 1nanaging security personnel, most ofwho1n are FOP 1ne1nbers and retired law enforce1nent. To ensure an enhanced security environment, Mr. Genderson works hand-in-hand with local District co1nmercial security providers with regards to preferred inonitoring techniques and updated equip1nent and operational policies.

Mr. Genderson has hosted District regulators on countless site-inspections and has maintained a flawless record to date. His companies now supply safe, medical-grade medical inarijuana products for 4200+ qualifying DC patients. His reputation in the District as a co1npliance-first inanager is well known to progra1n regulators and industry insiders.

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


Holistic Industries, lnc.


SECTION E. OPERATIONS

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

Plant Care: Our RMD 's sister operations in Washington, DC will provide the inodel for our MA cultivation plan, particularly with regards to proven genetic selection appropriate for MA qualifying conditions, custo1nized nutrient schedule to tnaximize both quality and yield production, effective organic pest/disease prevention and control, and efficient harvest procedures. All vegetative and flowering plants will be tracked, analyzed and asse.<;sed on a daily basis by our highly trained indoor cultivation professionals using our proprietary inventory tracking software system aptly na1ned Plant Manager to ensure a consistent, predictable supply of medical-grade inarijuana. Actions will be taken to promote healthy growth and flower production leading to safe, pure, high quality, conta1ninant-free final products. To the extent necessary, an action plan will be developed by manage1nent and iin1nediately followed by all relevant personnel to address any concerns (such as a pest/disease outbreak), especially those which could inadvertently affect our patients' health. Cultivation staff will monitor and evaluate plants at all stages of growth to detennine necessary actions to tnaintain operational excellence.

Supply: ln an effort to establish ourselves as the pre1nier RMD in MA, Holistic will in1plement its proven consistent-supply plan developed by our DC Cultivation Center affiliates. Batches of plants will be cultivated in segregated roo1ns according to a set schedule such that the RMD will harvest fresh product once every 3-4 weeks, thereby ensuring a steady supply of new product for patients. Only a s1nall set of proven strains selected to address MA conditions will be grown, thereby allowing patients to find a consistently available 1nedication suitable for their individual needs. Once a batch has been harvested, its dedicated grow roo1n will be cleaned and sterilized before the next batch is started. The supply cycle repeats perpetually allowing for efficiency of operations and predictability of product.

Environn1ental Control: Perhaps the 1nost crucial aspect of our RMD1s cultivation procedures is our plan to inaxi1nize control over the facility 1s environtnent which pro1notes a safe, sterile working workplace, healthy, vibrant crop production, and initigation of batch failure. To effectuate total environ1nental control, our RMD will: (1) compart1nentalize facility roon1s by function (e.g. nursery, grow rooms, trim roo1n, dry/cure rootn, quarantine etc), (2) install a customized lighting plan, (3) install a custo1nized HVAC system capable of reducing odor while enhancing air flow and exchange, (4) install sophisticated te1nperature and hu1nidity controls, and (5) hnplen1ent a stringent cleanliness and sterility progran1 for all employees to follow.

Staffing: RMD cultivation staff will be cross-trained to handle plants from gennination/propagation through harvest, however tea1ns will be assigned to specific specialized tasks to develop expertise at each inajor growth stage.

Infor111ation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: , ) ff'

Manage1nent and Operations Profile - Page 14



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

As is the case with our two sister operations in Washington DC, Holistic Re1nedies LLC and Organic Wellness LLC, our RMD intends to produces a litnited number of MIPs initially then introduce new varieties as the n1arket develops. Our product line will reflect an array of MlPs suitable to address MA1s specific qualifying conditions- each condition is unique and requires a unique medication fonn. Leveraging our MIP production experience, we will quickly adapt our extraction techniques and infusion recipes to local tastes. Ulti1nately, our MIPs will be produced on a reliable and predictable basis, free of contaminants and with appropriate and consistent dosaging such that patients can n1onitor their 1nedications and develop a regular regin1en alongside their physician's reco1nn1endations.

Holistic Industries intends to produce only the highest quality n1edical-grade MIPs. The proposed initial product line includes:

• Sativa, indica and hybrid flower buds, including stains with high CBD to THC ratios specifically for children experiencing seizures • Extracts, including concentrates and oils •Tinctures) sub-linguals and oral sprays • Capsules/pills • Edible products (e.g. baked goods, infused chocolate goods, infused olive oil) •Topical ointtnents, salves and lotions

Each of the above MIPs will be available in 1neasured and consistent high and low potency dosages. Young patients can expect half-sized capsules to facilitate ingestion and cherry/grape flavored tinctures and sprays.

lnfonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: <) 6__.,,



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

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

Quality Control: Through clean-roo1n procedures governing our RMD's sterilization and sanitation policies, our highly trained production staff will ensure tnedical-grade, conta1ninant-free MIPs suitable for MA patients. AH unifonns, tools, and equipment will be cleaned daily to ensure the integrity and quality of our products.

Extraction: Like our Washington DC affiliates, our RMD will install an APEX brand C02 extraction inachine capable of safely producing inedica1-grade, contan1inant-free extracts for use in MIP production. Specialized staff will be trained using interna11nanuals and one-on-one sessions with experienced operators fro1n our sister facilities. Using C02 as a solvent, as opposed to harsh chen1icals, pennits greater control on extraction efficiency while utilizing a product that is not hannful to patient health. Note, after an extraction cycle, all resulting extracts will be purged of any residual solvent then tested to assess purity and cannabinoid profile.

Infusion: Using tested extract, trained infusion staff will incorporate the tnedical-grade 1naterial into our proven recipes resulting in an assort1nent of high quality, patient-friendly MIPs. Great care will be taken to ensure only the safest ingredients are used.

Packaging: In a secure area, staff will package and label all MIPs in opaque, ta1nper-proof, child-proof containers to (1) maintain MIP purity and integrity, (2) facilitate storage, and (3) prevent contamination. Con1pliant labels will be ti1nely affixed.

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: < ) ~

Management and Operations Profile-Page 16


Application _2_ of_, __ Applicant Non-Profit Corporation----------------

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

Our RMD will hire a Quality Control Supervisor who will independently oversee the entire inanufacturing and dispensing process to ensure we consistently and reliably offer only the safest, highest quality, contaminant-free tnedical-grade products. All RMD inanagers will report to this position and itnmediately notify thetn of any actual or potential quality control issues, including any matters affecting plant health, facility cleanliness/sterility, tool/equiptnent functionality, storage conditions, etc. All issues with our plants/products/facility which n1ay adversely affect patients will be itnmediately rectified, including measures, if necessary, to dispose and destroy diseased or otherwise unsafe products. The position will closely monitor stability data for all products and ensure expiring products are retnoved and disposed of pursuant to RMD policy.

Every action taken to plants/product throughout processing is recorded in our inventory system for QC assesstnent purposes. Staff will constantly analyze and assess all plant and products during every stage of the manufacturing process to prevent and/or tnitigate any deficiencies, pest/disease outbreaks, or other issues which could be detri1nental to product safety. The QC Supervisor will ensure a randotn sample of each batch of product, whether flowers or MIPs, is tested by an independent laboratory for cannabinoid profile, contaminants and stability prior to unit-packaging for eventual dispensing, with results appearing on labels.

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: J 6,...



Application_,_ of_, __ Applicant Non-Profit Corporation----------------

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

Maintaining patient and caregiver confidentiality and privacy is critical to Holistic1s patient-centric 1nission. As such, we will cross-train our Dispensary Manager to act as a Privacy Officer, akin to the head pharmacist in a traditional phannacy environment. The Privacy Officer will (1) 1nanage the privacy settings and accessibility of our electronic patient records, (2) safeguard all hard copies of patient files in a locked cabinet within their secured and inonitored office, and (3) ensure all staff is properly trained to handle confidential information. Staff training, conducted annually, will include detailed handbooks, role playing scenarios and a comprehensive exa1n. Staff inust pass the exa1n prior to continuing work at the RMD. Also, staffwi11 affirm their comn1itment to inaintaining patient confidentiality through the RMD1s Code of Conduct, requiting signature and yearly re-affinnation.

Most patient info1mation will be stored electronically in a tnanner protecting identifying infonnation by assigning each patient an alphanu1neric code and using such code when updating files. Only the Privacy Officer will have access to unredacted identifying information. Electronic records will be access-controlled by password such that only authorized staff trained in n1aintaining patient confidentiality in a pharmaceutical environment will be pen11itted to enter information. The RMD will take n1easures to ensure patient records are inaintained in strict con1pliance with HIPP A guidelines.

Information on this page has been reviewed by the applicatj and where provided by the applicant, is accurate and cotnplete, as indicated by the initials of the authorized sig11ato1y here: , {J,,,,



Application _2_ of_3 __ Applicant Non-Profit Corporation _______________ _

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

Our RMD is an equal opportunity employer. We will source staff fro1n the local MA talent pool and hire based on qualifications and experience. All candidates 111ust subn1it 3 references, pass a co1nprehensive drug screen and CORl background check (no felony drug offenses), and be interviewed before being considered as a hire. Once vetted, staff will be hired on a probationary status to ensure they are an ideal fit. During orientation, staff will be trained in a classroo1n setting and one-on-one by manage1nent and operational experts sourced fron1 our affiliates in Washington DC. CORI checks will be run annually on a11 e1nployees to ensure continuing exen1plary character.

Management: Managers inust have at least 5 years experience leading a team in a phannacy, retail, tnanufacturing/processing or other highly regulated business setting, as the case may be.

Manufacturing: Core staff 1nust have experience with indoor horticulture, com1nercial kitchen, or botanical extraction and processing, as the case inay be. Experience in inedical 1narijuana is preferred but not required.

Dispensary: Core staff must have experiCnce in medicine or healthcare, preferably in a phannaceutical setting, and inust be experienced with the proper handling of confidential infonnation. Relevant nursing or retail experience 1nay be considered.

Security: Security staff will likely be sourced from FOP and retired law enforcement or inilitary. Delivery staff tnust have experience in law enforcen1ent or secure transportation.

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




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

Records related to RMD personnel, operating procedures, inventory/audits, seed-to-sale marijuana and MIP tracking, waste disposals, business records, and so on will be created and stored in Plant Manager, our proprietary web-based, HIP AA co1npliant, fully integrated record keeping software syste1n developed by affiliates in Washington DC. All data can be exported via Excel and PDF files. Staff will be trained (and annually retrained) to create/update appropriate records according to their position. Staff handling patient records will be specially trained in n1aintaining patient confidentiality in accordance with our RMD policy and HIP AA guidelines. Dispensary receptionists and dispensing associates will be trained to properly utilize the DPH-supported interoperable database for certification and possession verification.

Records will be created, inaintained and backed up electronically using Plant Manager. Digital records will be password controlled with access litnited to authorized personnel. AU staff will be assigned unique ID nun1bers to use as digital signatures when entering infonnation in the syste1n so we can track e1nployee activity by date/time/action. In some cases, particularly with audit records, duplicate hard copies will be created then securely stored in a locked cabinet within the manager's office.

Managers of each of our facilities will ultin1ately be responsible for the accuracy and safeguarding of all RMD records and to 1nake records available to DPH upon request.

Information on this page has been reviewed by the applicant, ~nd where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signato1y here: J l:t'



Application _2_ of_3 __ Applicant Non-Profit Corporation _______________ _

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

Patients and caregivers will be provided compliant and up-to-date educational inaterials upon arrival to our dispensary. All materials will be suitable both linguistically and culturally for our actual patients, including for the visually/hearing hnpaired, and will be written at an appropriate literacy level.

Educational inaterial will include: infonnation to assist in the selection of products ( eg, effects, dosages, fonns, routes of adtninistration, etc), tracking sheets to assess the effects of strains/products over thne, proper dosages and titration for different routes of adtninistration (with a focus on using the s1nalled amount of inedicine to achieve the desired effect), potency i1npacts, warnings against driving and inachinery operation under the influence of marijuana, warnings of the potential associated health risks and that marijuana hasn't been tested by the FDA so infonnation of side effects is li1nited, warnings to keep tnarijuana away frotn children, facts regarding substance abuse signs and syn1pto1ns (including local treatment program referrals), and state1nents that patients inay not distribute tnarijuana to any other individual and that they n1ust return unused, excess or conta1ninated product to our RMD for disposal.

All customers will be offered one-on-on counseling in a private setting with an experienced staff member to provide an individualized educational session to address any personal sensitive tnatters, including issues with tolerance, dependency and withdrawal.

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




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

Holistic will offer registered qualifying patients with verified financial hardship, as such tenn is defined in l 05 CMR 725.004, subsidized access to products and services on a sliding scale basis detennined by need (potentially up to 100°/o off of retail prices). Specifically, Holistic will offer subsidies to patients who are verified recipients of MassHealth and/or Supple1nental Security lnco1ne, and patients whose income do not exceed 300% of the poverty level, adjusted for family size.

To qualify for hardship subsidies, a patient inust complete our Subsidy Request Application Form and submit proof of financial hardship, such as pay stubs, recent tax returns, MassHealth lD cards, or SSI letters, which will be reviewed by dispensary manage1nent who will ulti1nately decide the appropriate level of discount based on need in accordance with the co1npany1s approved subsidy qualifications fonnula. Qualifying patients will have to renew their participation in the financial hardship progra1n on an annual basis.

In recognition of the diverse qualifying conditions, so1ne of which are best addressed using vaporization as a ineans of adn1inistration, our RMD will offer discounts and/or deferred pay1nent plans for financial hardship progratn participants to purchase vaporizer equip1nent. Such equipment can be relatively expensive for the highest quality products, so we will take steps to assure both affordability and access to these preferred medical devices.

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: 2 ) lf




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

All Dispensary Agents will be trained upon hire and will also undergo annual re-training (1ninhnun1 8 hours annually). Training will be conducted by inanage1nent, experienced personnel and/or subject matter experts including MA licensed attorneys and top staff fro1n our Washington DC affiliates, as the case 1nay be. Initial training takes place during orientation utilizing group se1ninars, one-on-one training based on position responsibilities, role playing inodules and quizzes to reinforce learning.

Training subjects include: MA 1nedical inarijuana program and legal con1pliance, product offerings (eg, strains, fonns), dosaging for various disease states, achninistration inethods and available devices, patient confidentiality protocol, patient counseling methods, pharmaceutical/clean roo1n environ1nent maintenance, security syste1n operation, record keeping and inventory system functionality, e1nergency procedures, and our RMD rules, policies and procedures. Upon successful cotnpletion of any training session, trainees wi1l be issued a Certificate ofC01npletion, which will be required before continuing work, and a handbook containing RMD policies and procedures.

When possible, staff will be cross-trained to increase their skill set and allow the RMD to function efficiently in case of a staffing emergency. Note, the dispensary receptionist and dispensing staff will be specially trained to use the DPH database for patient status verification, possession limits and updating purchase activities.

Information on this page has been reviewed by the applicant, ~nd where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signato1y here: \ G,...



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

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

Yes IZI No D

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

Yes IZI No D

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

Holistic Industries intends to utilize Acadia Insurance Con1pany as our insurance provider, which is our current provider for our cultivation facility in Monson, MA, and our dispensary facility in Somerville, MA. As we already do, Holistic Industries will ensure insurance coverage in full compliance with 105 CMR 725.105 (Q). Specifically, our RMD will obtain and 1naintain general liability insurance coverage and product liability insurance coverage for no less than $1,000,000 per occurrence and $2,000,000 in aggregate, annually. The deductible for our liability policy shall not exceed $5,000 per occurrence.

To the extent Holistic Industries is unable to obtain the intended coverage, we are prepared to place $250,000 in escrow to be expended for coverage of liabilities. This escrow account will be replenished within 10 business days of any expenditure in accordance with 105 CMR 725. !05 (Q) (3).

Holistic Industries will provide reports documenting compliance with 105 CMR 725. l 05(Q) in a manner and fonn determined by DPH pursuant to 105 CMR 725. !05(M).

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

0




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 Percentage oflnitial

Committed Capital Committed

$

$

$

$

$

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: "-) G,...,

Manage1nent and Operations Profile~ Page 32


A I. . 2 f 3 pp 1cat1on __ o Applicant Non-Profit Corporation ~~~~~~~~~~~~~~~~

Amouut of Iuitial Percentage of Entity Name Leadership Names Capital luitial Capital

Committed Committed

Holistic Industries, Inc. Entity CEO!ED: Jonathan Genderson

$ 1,796,967.35 100%

Entity President/Chair: Jonathan Genderson

Entity CEO!ED:

Entity President/Chair: $

Entity CEO/ED:


Entity CEO!ED:


Entity CEO!ED:


Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: -..._J V




ATTESTATIONS

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

11/09/2017

Signature of Authorized Signatory Date Signed

Josh Genderson

Print Name of Authorized Signatory

Chief Operating Officer, Clerk, Director

Title of Authorized Signatory

l hereby attest that if the corporation is allowed to proceed to submit a Siting Profile, the corporation is prepared to comply with all Siting Prgffie-requirements.

cc:::::::-~.~// l l/0912011

Signature of Authorized Signatory Date Signed

Josh Genderson

Print Name of Authorized Signatory

Chief Operating Officer, Clerk, Director

Title of Authorized Signatory

lnfonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signato1y here: :. ) Cr


SECTION B. Incorporation. Question 8 MA SOC Filing Number: 201534504060 Date: 6/10/2015 2:54:00 PM

The Commonwealth of Massachusetts William Francis Galvin

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

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

Identification Number: 001176982

ARTICLE I

The exact name of the corporation ls:

HOLISTIC INDUSTRIES INC.

ARTICLE II

Minimum Fee: $35.00

SDecial Filing Instructions Please file on an expedited basis (a:> quickly as possible)

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

THIS CORPORATION IS ORGANIZED FOR ANY CIVIC. EDUCATIONAL. CHARITABLE, BENEV OLENT OR RELIGIOUS PURPOSE, FOR THE PROSECUTION OF ANY ANTIQUARIAN, HISTORI CAL, LITERARY, SCIENTIFIC, MEDICAL, CHIROPRACTIC, ARTISTIC, MONUMENTAL OR MUSI CAL PURPOSE, AND FOR ANY OTHER LAWFUL PURPOSE PURSUANT TO M.G.L. CHAPTER 18 0 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 duration of membership and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

ARTICLE IV

Other \awful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows: (ff there are no provisions state "NONE'?

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

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

ARTICLE VI

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

SECTION B. Incorporation, Question 8

date of filing.

ARTICLE VII

The information contained in Article VII is not a permanent part of the Articles of Organization.

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

No. and Street:

City or Town:

CIO GARY FIALKY 33 STATE STREET SPRINGFIELD State: MA Zip: 01103 Country: USA

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

Title

PRESIDENT

TREASURER

CLERK

DIRECTOR

DIRECTOR

DIRECTOR

Individual Name First, Middle, Last, Suffix

JONATHAN GENDERSON

RICHARD GENDERSON

JOSH GENDERSON

JOSH GENDERSON

RICHARD GENDERSON

JONATHAN GENDERSON

Address (no PO Box)

Address, City or Town, State, Zip Code

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

d. The name and business address of the resident agent, if any, of the business entity is:

Name: GARYFIALKY No. and Street:

Expiration of Term

Two years

Two years

Two years

Two years

Two years

Two years

City or Town:

33 STATE STREET SPRINGFIELD State: MA Zip: 01103 Country: USA

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

SECTION B. Incorporation, Question 8

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENAL TIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) aud whose name(s) and business or residential address (es) beneath each signature do hereby associate with the intention of forming this business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 10 Day of June, 2015. (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.) JONATHAN GENDERSON 300 MASSACHUSETTS AVE NE WASHINGTON, DC 20002

© 2001 - 2015 Commonwealth of Massachusetts Al\ Rights Reserved

SECTION B. Incorporation. Question 8 MA SOC Filing Number: 201534504060 Date: 6/10/2015 2:54:00 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:

June 10, 2015 02:54 PM

WILLIAM FRANCIS GALVIN

Secreta1y of the Commonwealth

SECTION B. Incorporation. Question 8 MA SOC Filing Number: 201535265780 Date: 6/18/2015 11 :05:00 AM

The Commonwealth of Massachusetts William Francis Galvin

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

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

Identification Number: 001176982

I, JOSH GENDERSON JL Clerk _Assistant Clerk .

of HOLISTIC INDUSTRIES, INC.

No Fee

Special Filing Instructions Please expedite fi!lng

having a principal office at: C/O GARY FIALKY 33 STATE STREET SPRINGFIELD, MA 01103 USA

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

Title Individual Name Address (no PO Box)

First, Middle, last, Suffix

PRESIDENT JONATHAN GENDERSON

TREASURER RICHARD GENDERSON

CLERK JOSH GENDERSON

DIRECTOR JOSH GENDERSON

DIRECTOR RICHARD GENDERSON

DIRECTOR JONATHAN GENDERSON

DIRECTOR MICHAEL DON

DIRECTOR BEN! GOLAN!

SIGNED UNDER THE PENAL TIES OF PERJURY, this 18 Day of June, 2015, JOSH GENDERSON, Signature of Applicant.

© 2001 - 2015 Commonwealth of Massachusetts All Rights Reserved

Expiration of Term

Two years

Two years

Two years

Two years

Two years

Two years

Two years

two years

SECTION B. INCORPORATION, Question 9

~ Wz 8 (/O/Jl/JlO/llOell/th y:_//fklt5'.8aChu,s:,e/t5'.,

cfeC/'CtOt!f//?f t'Ae· eo1n1no1U/Jea!t A

William Francis Galvin Secretary of the Commonwealth

To Whom It May Concern :

Date: November 08, 2017

I hereby ce11ify that according to the records of this office,

HOLISTIC INDUSTRIES, INC.

is a domestic corporation organized on June 10, 2015

I further ce11ify that there are no proceedings presently pending under the Massachusetts Gen-

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

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

setts General Laws, Chapter I 80, Section 11, 11 A, or 11 B; that said corporation has ti led 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.

Jn testimony of which.

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

~~~~ Secretary of the Commonwealth

Certificate Number: 17110166710

Verify this Cerfrficate at: http://corp.sec.state.n1a.us/Corp Web/Certificates/Verify .aspx

Processed by:

SECTION B. INCORPORATION. Question 10

BYLAWS OF HOLISTIC INDUSTRIES. INC.

Article I. Purpose

A Massachusetts Non-profit Corporation

cAs Amended on January 23, 20171

Holistic Industries, Inc. is a Massachusetts non-profit corporation (the "Corporation") organized for any civic, educational, charitable, benevolent or religious purpose, for the prosecution of any antiquarian, historical, literary, scientific, medical, chiropractic, artistic, monumental or musical purpose, and for any other lawful purpose pursuant to the Massachusetts General Laws Chapter 180 Section 4.

Holistic Industries, Inc. shall comply with 105 CMR 725. lOO(A)(l) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance [updated May 15, 2015] ("Non-Profit Guidance") issued by the Massachusetts Department of Public Health. Holistic Industries, Inc. shall at all times operate on a non-profit basis for the benefit of registered qualifying patients and ensure that revenue of Holistic Industries, Inc. is used solely in furtherance of its non-profit purpose.

Article II. Seal and Fiscal Year

The seal shall be circular in form with the name of the corporation around the periphery and the year and state of the incorporation within. The fiscal year shall commence on the first day of January of each year or such other date as the Directors may determine.

Article III. Membership

Section 1. Enumeration. The initial Members of the Corporation shall be the following:

• Jonathan Genderson

• Richard Genderson

• Josh Genderson

• Michael Don

• Berri Golani


Except as hereinafter provided, the Members shall hold office until their respective successors are elected and qualified.

Section 2. Additional Members and Substitution. The Corporation may not issue additional membership interests to, or admit any other person as, a Member of the Corporation unless the Directors unanimously vote otherwise.

If for any reason a Member resigns or is removed, the remaining Members shall have the right to substitute a new Member at any time by a majority vote of the interests held by the remaining Members.

Section 3. Resignation. Any Member may resign at any time by giving notice of his or her resignation in writing to all Directors of the Corporation.

Section 4. Removal. Members may be removed from membership at any time with cause by a majority vote of the interests held by the remaining disinterested Members.

Article IV. Member Meetings

Section 1. Place. All Member meetings shall be held at such place within the United States of America as is named in the call. Such meetings may take place by telephone or other electronic means.

Section 2. Annual Meeting. The annual Member meeting shall be held on the 1st Tuesday in the month of June and shall be called by the President, Treasurer, Clerk or any Director. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.

Section 3. Special Meetings. Special Member meetings may be called by the Pres· ident, Treasurer, Clerk or any Director.

Section 4. Notice. All Member meetings shall be called by giving at least seven (7) days' notice to each Member stating the place, day and hour for the meetings and the purpose thereof. Notices shall be either delivered by electronic mail (or other electronic means accepted by the Members) to the electronic addresses on file with the Clerk and/or by mail delivered at the address of the Members as they appear on the books of the Corporation. Whenever notice of a meeting is required to be given a Member under applicable law, the Articles of Organization or these Bylaws, a written waiver thereof, executed before or after the meeting by such Member or his/her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Notwithstanding the foregoing, notice of any change of the date fixed in the Bylaws for the annual meeting shall be given to all Members at least forty (40) days before the new date fixed for such meeting.


Section 5. Quorum. Members holding a majority membership interest in person or by proxy shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is present.

Section 6. Membership Interests. The following are the membership interests of the Members:

• Jonathan Genderson· 16.3%

• Richard Genderson- 16.3%

• Josh Genderson- 16.4%

• Michael Don· 25.5%

• Beni Golani - 25.5%

Section 7. Voting. At all Member meetings every Member shall be entitled to one vote of his/her membership interest. When a quorum is present at any meeting, the vote of a majority of interests held by the Members represented thereat shall, except where a larger vote may be required by law, the Articles of Organization or these Bylaws, decide any question brought before the meeting. A matter requiring a supermajority vote shall require a vote of sixty five percent (65%) of the membership interests of all Members.

Members may vote by written proxy dated not more than six (6) months before the meeting named therein, which shall be filed with the Clerk of the meeting, or any adjournment thereof, before being voted.

Section 8. Action by Consent. Any action required or permitted to be taken at any Member meeting may be taken without a meeting if all the Members consent to the action in writing and the written consents are filed with the records of the Member meetings. Such consents shall be treated for all purposes as a vote at a meeting.

Article V. Officers and Directors

Section 1. Enumeration. The Corporation shall have a Board consisting of Direc· tors who shall have the powers and duties of a Board of Directors under Massachusetts law. The Officers of the Corporation shall be a President, Treasurer, Clerk and such other Officers as the Board shall elect. The Board of Directors may designate persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate.

Section 2. Officer Qualifications. No Officer need be a Director or Member. Two or more offices may be held by the same person.


Section 3. Resident Agent. A Resident Agent shall have be appointed pursuant to Massachusetts law. The initial resident Agent is Gary Fialky of 33 State Street, Springfield, MA 01103. ·

Section 4. Directors. The initial Directors shall be those persons named as Direc· tors in the Articles of Organization and the Certificate of Change of Directors filed on June 18, 2015. Thereafter, the Directors shall be elected biannually at the annu· al Members meeting. The Members may, by vote of a supermajority of the member ship interests elect from time to time additional Directors of the Corporation. Ex· cept as hereinafter provided, the Directors shall hold office until the next biannual Members meeting and until their respective successors are elected and qualified.

Section 5. Officers. The initial Officers shall be those persons named as Officers in the Articles of Organization. Biannually, the Directors at their annual meeting shall elect a President, Treasurer and Clerk, who shall hold office until the date fixed by these Bylaws for the next biannual meeting of Directors and until their respective successors are elected and qualified. The Directors also may at any time elect by supermajority such other Officers as they shall determine. Officers may be removed from their respective offices with or without cause by vote of a supermajor ity of the Directors then in office.

Section 6. Sponsors, Benefactors, Contributors, Advisors, Friends of the Cor poration. Persons or groups of persons designated by the Board as sponsors, bene· factors, contributors, advisors or friends of the Corporation or such other title as the Board deems appropriate shall, except as the Board shall otherwise determine, serve in an honorary capacity. In such capacity they shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities.

Section 7. Resignation. Any Director or Officer may resign at any time by giving his/her resignation in writing to the President, Treasurer, Clerk or any other Officer or Director of the Corporation. Within twenty four (24) hours of notice of any such resignation, such notified Officer or Director must send notice of the resignation to all Directors and Officers of the Corporation.

Section 8. Director Removal. Directors may be removed from office at any time with or without cause by a unanimous vote of the other Directors then in office or by a unanimous vote of the Members.

Section 9. Compensation Upon Resignation or Removal. Unless the Directors in their discretion provide for compensation, no Director or Officer resigning, and (except where a right to receive compensation shall be expressly provided in a duly au· thorized written agreement with the Corporation) no Director or Officer removed, shall have any right to any compensation as such Director or Officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise.


Section 10. Vacancies. Continuing Directors may act despite a vacancy or vacancies in the Board and shall for this purpose be deemed to constitute the full Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board, may be filled by the Directors, unless previously filled by the Members in the election of the Directors. Vacancies in any office may be filled by the Directors.

Article VI. Director Meetings

Section 1. Place. Meetings of the Board of Directors shall be held at such place within or without Massachusetts as may be named in the notice of such meeting. Such meetings may take place by telephone or other electronic means.

Section 2. Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held each year immediately after and at the place of the annual meeting of the Members. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. Regular meetings may be held at such times as the Directors may fix.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the President at other times throughout the year.

Section 4. Notice. No notice need be given for a regular or annual meeting. Fortyeight (48) hours' notice by mail, telegraph, telephone or word of mouth shall be given for a special meeting unless shorter notice is adequate under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting 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 or her.

Section 5. Quorum. A majority of the Directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the Directors present may take any action on behalf of the Board except to the extent that a larger number is required by law, the Articles or Organization or these Bylaws.

Section 6. Action by Consent; Telephone Conference Meetings. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the Director meetings. Such consents shall be treated for all purposes as a vote at a meeting. Members of the Board of Directors of the Corporation or any committee designated thereby may participate in a meeting


of such Board or committee by means of a conference telephone or similar electronic 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.

Section 7. Director Conflict of Interest. A Director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the Corporation contemplates contracting or transacting business shall dis· close his or her relationship or interest to the other Directors acting upon or in ref· erence to such contract or transaction. No Director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested Directors shall be required before the Corporation may enter into such contract or transaction.

In case the Corporation enters into a contract or transacts business with any firm, corporation or association of which one or more of its directors is a Member, stockholder, trustee, Director, Officer, or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such Director or Directors have or may have interests therein that are or might be adverse to the interests of the Corporation. No Director or Directors having disclosed such adverse interest shall be liable to the Corporation or to any creditor of the Corporation or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such Director or Directors be accountable for any gains or profits to be realized thereon.

Notwithstanding the foregoing, nothing in this section shall require a Director who is a member, stockholder, trustee, director, officer or employee of an affiliate of the Corporation to disclose his or her relationship with such affiliate in connection with a discussion of, or vote on, any matter dealing with such affiliate and such relationship shall not be deemed a conflict of interest for any purpose, unless otherwise ex· pressly determined by an affirmative vote of a supermajority of all the Directors then in office. For purposes of this section, an affiliate shall mean any entity under the common control of the Corporation.

Article VII. Powers and Duties

Section 1. Directors. The Directors shall be responsible for the general manage· ment and supervision of the business and affairs of the Corporation except with respect to those powers reserved to the Members by law, the Articles of Organiza· tion or these Bylaws. The Board of Directors may from time to time, to the extent permitted by law, delegate any of its powers to managers or committees, subject to such limitations as the Board of Directors may impose.

Section 2. President. The initial President of the Corporation is Jonathan Gen· derson. The President shall be the Chief Executive Officer of the Corporation and as such shall have charge of the affairs of the Corporation subject to the supervision of


the Board of Directors and shall preside at all meetings at which he or she is pre· sent. The President shall also have such other powers and duties as customarily be· long to the office of president or as may be designated from time to time by the Board of Directors.

Section 3. Treasurer. The initial treasurer of the corporation is Richard Genderson. The Treasurer shall also have such powers and duties as customarily belong to the office of treasurer or as may be designated from time to time by the President or the Board of Directors.

Section 4. Clerk. The initial clerk of the corporation is Josh Genderson. The Clerk shall record all proceedings of the Member and Directors in a book or books to be kept therefor and shall have custody of the seal of the Corporation.

Section 5. Other Officers. Other Officers shall have such powers as may be desig· nated from time to time by the Board of Directors.

Article VIII. Indemnification

The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a Director or Officer of the Corporation or of any of its subsidiaries, or who at the request of the Corporation may serve or at any time has served as a Director, Officer or director of, or in a similar capacity with, another organization, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threat· ened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the Corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without re· gard to the financial ability of such person to make repayment.


A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she had a fiduciary duty.

Where indemnification hereunder requires authorization or approval by the Corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a Director of the Corporation approves the payment of indemnification, such Director shall be wholly protected, if

(i) the payment has been approved or ratified (1) by a supermajority vote of a quorum of the Directors consisting of persons who are not at that time parties to the proceeding, (2) by a supermajority vote of a committee of two or more Directors who are not at that time parties to the proceedings and are selected for this purpose by the full Board (in which selection Directors who are parties may participate), or (3) by the Members of the Corporation if disinterest· ed; or

(ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the Directors or in the manner specified in clauses (1), (2) or (3) of subpara · graph (i); or

Gii) the payment is approved by a court of competent jurisdiction; or

(iv) the Directors may have otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the Massachusetts General Laws.

Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within thirty (30) days, after the receipt by the Corporation of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the Corporation shall have determined that the person is not entitled to indemnification. If the Corporation denies the request or if payment is not made within such Massachusetts General Laws thirty (30)-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Corporation.

The right of indemnification under this article shall be a contract right inuring to the benefit of the Directors, Officers and other persons entitled to be indemnified


hereunder and no amendment or repeal of this article shall adversely alfoct any right of such Director, Officer m· other person existing at the time of such amend· 111ent or rPpcal.

The indemnification provided lwrcunder shall inun> to the lHmefit of llw lwirs, ex· ecutorn and administratm·s of n Director, O!Ticei· 01· othe1· person entitled to indemni· fication hereunder. The indemnification provided hereunder may, to the extent au· thorized by the Corporation, apply to the directors, officers and other persons assrl" ciated with constituent corporations that have been merged into or consolidated with the Corporation who would have been entitled to indemnification lwreunder had thl'y served in such capacity with or at the rcqur"l of the Corporation.

The ri~hl of indemnification Hndcr this articlu shall be in :1ddilion to :rnd not r·xclu· sive of all other rights to which such Director or Officer or other persons may be en· titled. Nothing contained in this article shall affect any rights to indemnification to which Corporation employees or agents other than Directors and Ofl\cc1·s and other persons entitled to indemnification hereunder may he entitled by contrnc1. or other· \Vise nndor la\v.

Article IX. Bylaw Amendments

These Bylaws may be altered, amended or repealed, in whole or in part, by the affinnativc supermajority vote of the interests held by all Members. The notice of a Member meeting for the purpose of voting on Bylaw amendments must contain a statement of the proposed alteration or amendment. The Directors may also make, amend or repeal these Bylaws in whole or in part and shall give writ kn not.ice of such acLion to the n1cn1bership before the next 1neet.ing of l\tlen1bers. f\1\y such alteration, amendment or repeal by the Directors may then be altered, amended m· re· pealed, in whole or in part, by the afllrrnalive vote of a supermajority of the rnem· bership entitled t.o vote thereon. Notwithstanding the above pmvisions of this Article IX, any amendment, alteration or repeal of a Bylaw by the Directors as pm· vided for in this Article shall be valid and given full foi·ce and effect unless and until acted upon by the membership.

I hereby attest that the foreg·oing· represents the Bylaws of Holistic Industries, Inc. and such Bylaws were duly adopted by the Board of Direetors on July 1, 2015 and were duly amended by the ·rd of Directors and all Members on January 2:1. 2017.

c::-= ,Josh Gcndcrson. Clerk

Dated: ,January 23, 2017

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