new england treatment access medical marijuana app

ORIGINAL- New England Treatment Access, Inc. #2 I I

LIST OF AUTHORIZED SIGNATORIES

(EXHIBIT B)

This exhibit must be completed and submitted as part of the application.

Corporation Name: New England Treatment Access, Inc.

Application# (if more than one): 2

Name Role within the Corporation

1 Kevin Fisher ED/COO 2 Arnon Vered CFO 3 4 5

RMD Phase 2 application- October 7, 2013

ORIGINAL- New England Treatment Access, Inc. #2

' APPLICATION RESPONSE FORM COVER PAGE

Make this the first page of your response

Corporation

The applicant corporation's legal name, trade name, and any other name under which the bidding entity does business (if any): [New England Treatment Access, Inc.]

Website URL (if applicable): [N/ A]

Address: [45]

[Orchard Road]

City: [Swampscott] State: [MA] Zip: [01907]

CEO (Chief Executive Officer)/Executive Director (ED) First Name: [Kevin] Last Name: [Fisher]

FEIN: [463459728]

Contact Person First Name: [Amon] Last Name: [Vered]

Title: [CFO]

Telephone: (617) 838-2168 FAX: (617) 536-3416 E-Mail: [[email protected]]

Contact Person Address (if different): [45]

[Orchard Road]

City: [Swampscott] State: [MA] Zip: [01907]

Authorized Signature

This application must be signed by an authorized signatmy of the non-profit corporation who is listed on the corporation's list of authorized signatories (complete and attach exhibit B). The original application must have an original or "wet" signature in blue ink.

Background Check Authorization

The Depattment will conduct a background check on: I. Each member of the applicant's Executive Management Team (those persons listed in exhibit 2.1); 2. Each member of the Board of Directors (those persons listed in exhibit 1.4);

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ORIGINAL-New England Treatment Access, Inc. #2

3. Each Member of the corporation. In the event a Member of the corporation is an organization, the CEO/ED and Board Officers of that entity will be checked (those persons listed in exhibit 1.5);

4. The CEO/ED and Board Officers of any parent corporation, partially or wholly owned subsidiaries, or related organizations (those persons listed in exhibit 1.8); ·

5. And each person contributing 5% or more of the initial capital to operate the proposed RMD. In the event that a contributor is an entity, the CEO/ED and Board Officers of that entity will be checked (those persons listed in exhibit 4.2).

Each required individual must complete and sign the attached authorization forms (exhibits A l-A4), with a wet signature in blue ink.

[gl Submit all original signed authorizations (no copies) and list of authorizations (exhibit AS) in one sealed envelope marked "authorization forms" and name of corporation? and include it with the original application.

Application Fee

Enclose a bank/cashier's check or money order made payable to the Cmmnonwealth of Massachusetts in the amount of $30,000. Personal checks will not be accepted. Failure to include a bank/cashier's check or money order will result in disqualification of the application.

[gl $30,000 bank/cashier's check attached.

A selection committee established by the Department shall evaluate and score applications for the purpose of granting registrations. Decisions will be based on the thoroughness and quality of the applicants' responses to the required criteria, and the applicants' ability to meet the overall health needs of registered qualifying patients and the safety of the public.

Required Signatures

Failure to provide original "wet" signatures in blue ink will result in disqualification of the application.

Signed under the pains and penalties of perjmy, the authorized signatmy (as designated in exhibit B) agrees that all information included in this application is complete and accurate. The hard original application must have an original wet signature in blue ink.

tl/ llo/ 'l o I 3 Name: AP.1/0 f/ VeR.fJ) Date Title: C Fo

I hereby attest that if the corporation is approved for a provisional RMD certificate of registration, the corporation is prepared to pay a non-refundable registration feeof$50,000, as specified in 105 CMR 725.000, within two weeks of being notified that the RMD has been selected for a provisional registration. The hard original application must have an original wet signature in blue ink.

it/IG()il/J Name: A i: tl 0 ~ Date Title ( {o

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APPLICATION RESPONSE FORM

Enter your •·espouse in the gray shaded areas using Microsoft Word.

A note about the text boxes: Type or paste text into the gray areas. Text input is limited to a maximum number of characters. MS Word will not allow more than this limit. Spaces, commas, line breaks, etc. are counted as characters. The spell-check feature does not work in a text box. Example: text input limit 625 characters, 100 words, 1 paragraph

limit 1,250 characters, approximately 200 words, 2 paragraphs limit 2,500 characters, approximately 400 words, 4 paragraphs limit 6,000 characters, approximately 1,000 words, one page

Enter text here: example text limit 1,250 characters

If a question includes a text box, a narrative response in the text box is required.

When a question indicates that an exhibit must be included, the response must be included as an attachment, as instructed. The provided exhibit forms are not optional and must not be left blank.

It is the applicant's responsibility to ensure that all responses are consistent with the requirements of 105 CMR 725.000.

Definitions

EXECUTIVE MANAGEMENT TEAM means the individuals who are responsible for the day-to-day operations of the RMD, including the chief executive officer (CEO) or executive director (ED), chief operations officer (COO) or director of operations, chief financial officer (CFO) or director of finance, director of human resources, chief medical officer and any other individuals involved in the oversight and business management of the RMD operations.

BOARD OF DIRECTORS means the directors of a corporation, including persons and officers having the powers of directors, with fiduciary responsibility for the RMD.

BOARD OFFICERS means the board president/chair, vice president/vice chair, treasurer, and clerk/secretary.

MEMBER means an individual having membership rights, whether or not designated as a member, in a corporation in accordance with the provisions of its articles of organization or bylaws.

Questions

1. Applicant's Corporate Background

1.1 Provide the legal name of the applicant's non-profit corporation/organization and date ofincorporation.

[New England Treatment Access, Inc.

08/20/2013]

1.2 Describe the organization's mission and vision. 7


[CHANGED SINCE PHASE 1:

Mission and vision statements shortened due to reduction of allowed characters.

Our mission is to benefit -- through our unique set of resources and relationships -- the health and well being of registered qualifying Massachusetts medical marijuana patients.

Our vision is for a Commonwealth in which scientifically supported cannabis-based therapies are delivered in a safe, unambiguously compliant, and universally accepted manner.]

1.3 Provide an organizational chart that clearly demonstrates the roles, responsibilities, and relationships of individuals within the organization. Clearly identity the Executive Management Team and any management consultants or contractors for the provision of services, and include title, name (if known at the time of submission), and function for each position.

[8] Organizational chart attached as exhibit 1.3

1.4 Provide the name and contact infonnation of each individual on the applicant's Boa1·d of Directors.

[8] List of Board of Directors attached as exhibit 1.4

1.5 Provide the names and contact infmmation for each Member having membership rights in the applicant corporation. In the event a Member of the corporation is an organization, provide the names and contact information of the CEO/ED and Board Officers of that entity. If there are no Members of the non-profit corporation, indicate N/ A on the exhibit.

[8] List of members of the applicant corporation attached as exhibit 1.5

1.6 Attach the corporation's bylaws.

[8] Bylaws attached as exhibit 1.6

1.7 Attach any amendments to the corporation's articles of organization made since August 22, 2013, and explain in the text box the reason(s) for the amendments. If the articles have not been amended, indicate N/A in the text box and on the exhibit.

[CHANGED SINCE PHASE 1:

New England Treatment Access, Inc. made the following changes:

Added a Director to the Board of Directors: Lee Prosenjak

Removed 2 Directors from the Board of Directors: Isidro Thomas and Ryan Fisher

The changes were made based on a reevaluation of the qualifications we believe are needed from a Director in New England Treatment Access, Inc.'s Board of Directors to develop and build the organization.]

[8] Amended articles of organization attached as exhibit I. 7

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1.8 Provide a list of the names and addresses of any parent corporation, any pattially or wholly owned subsidiaries, and any other organizations related to the applicant non-profit corporation, and explain the nature of each relationship.

IZJ List of parent corporation, pattially or wholly owned subsidiaries, or related organizations attached as exhibit 1.8 (if not applicable indicate N/A on the exhibit)

1.9 Provide tlu·ee professional references from among those entities with which the applicant's CEO/ED has had business or employment experience within the last three years. DPH may contact these references and any other individual or organization, whether or not identified by the applicant.

IZJ List of references attached as exhibit 1.9

2. Applicant's Evidence of Business Management Experience

2.1 Provide a list of the applicant's Executive Management Team (as defined above) including each person's name, business address, email, and role within the organization.

IZJ List of Executive Management Team attached as exhibit 2.1

2.2 Describe the Executive Management Team's experience with running a non-profit organization or other business, including the type of business and its performance. Please indicate how this experience will ensure the success of the proposed registered marijuana dispensary. Attach each Executive Team Member's current resume.

[CHANGED SINCE PHASE I: Added four members to management team:

Patrick Dente- Security Director Andy Epstein- Patient Education/Medical Director Laura HatTis- Director of Compliance Leslie Tan·- Patient Services Director

ALSO CHANGED: Two EMT officer titles:

Arnon Vered- Was: CEO Is: CPO Kevin Fisher- Was: President Is: Executive Director/Chief Operating Officer

Kevin Fisher, ED/COO

Kevin currently operates two for-profit entities, RK Enterprises Ltd. ( dba Rocky Mountain Remedies, or RMR) and Pro-Fish LLC, and serves as board chair of the Medical Marijuana Industry Group, a non-profit organization based in Denver, Colorado. Most directly applicable to NET A's proposed RMD effort in Massachusetts is his experience developing his Colorado medical marijuana center (MMC), infused product manufacturer (MIP), and optional premises cultivation locations (OPCL). If NET A receives a RMD registration, Kevin will spend the majority of his time in Massachusetts directing NET A's operations.

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In 2010, Colorado began passing the regulatory framework that now governs its medical marijuana industry. This new legislation instituted significant business model changes from the previous Amendment 20-based model including required vertical integration, which compelled all MMCs to produce, for themselves, a minimum of 70% of all cannabis sold. The new rules also provided for stand-alone infused product manufacturing that could wholesale products to other MMCs. Kevin understood both the opportunities and costs associated with the new regulations. RMR made significant investments into infrastructure, research, and personnel to ensure that they would be a leader in the retail and wholesale markets. Kevin also took an active role in the policy and politics of the industry, helping to provide legislators and regulators with the information and tools needed to improve their oversight of the medical marijuana industry.

These efforts, along with new product development and continual process improvement, positioned the company as a leader in Colorado's emerging medical marijuana industry. RMR's MMC is classified as a "Type 3" center by the Medical Marijuana Enforcement Division, as determined by patient volume. Less than 3% of all MMC's in Colorado are designated as such. RMR's infused product manufacturing facility provides products to over 100 MMCs tluoughout the state. At any given time, these operations are producing approximately 70 different strains and products, employ nearly 50 people, serve thousands of patients, cultivate nearly 5,000 plants, and occupy over 20,000 square feet of commercial space. RMR anticipates continued steady growth.

Arnon Vered, CFO

Arnon is an executive with 15 years of management experience. His most significant role to date was as head of Banco Santander credit cards products and marketing where he was in charge of launching the credit card division's products in the United States. He built the business from the ground up stmiing from fundamental market research through requirements development, team building, financial modeling, budgeting and IT development. Arnon managed various RFPs, from rewards platforms to marketing services providers to product research. He also developed the advertising campaign for Santander's new cards. The first product "Sphere" and all the backend system and product collateral were developed t!U"ough 2011 and launched in 2012. An initial mm·keting campaign won the 2011 Cannes Lions MoFilm Festival of Creativity competition over brands like AT&T, Coke and Chevrolet. Advertising Age concluded that the campaign exemplified a "strategy that has eluded thousands of advertising agencies pretty much forever ... by switching the focus fi·om the product to the customer." The overall project was delivered on time and within budget.

Arnon also launched Capital One's small business loan business and managed the Capital One small business department's $100MM credit card marketing budget (2002 to 2010). While he was at the small business department, the customer base grew from fewer than lMM to over 3MM small business customers. Arnon led a move from a 100% reliance on direct mail to new interactive and digital channels. He also launched the department's new website and developed unique online products. Ultimately, he was successful in driving 40% of acquisitions through non direct mail channels.

During this past year Arnon has focused on the administration and management of medical marijuana organizations. He spent time in Israel investigating best practices in legislation, medical marijuana dispensary management and medical marijuana program development.

Arnon works closely with Professor Mechoulam, NET A's Director of Science and Research, who was the former head of the Israeli Academy of the Sciences, the scientist who discovered THC more than 40 years ago. In Massachusetts, Anon has met and advised more than 30 other RMD applicants on their application strategy, with a particular focus on financial plarming.

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ORJGINAL- New England Treatment Access, Inc. #2

Arnon has also sat on several nonprofit boards, including the Rudlin Torah Academy in Richmond, Virginia. Amon provided financial advice and forecasting to the board members and led strategic discussions on the future of the school.

Leslie Laurie, Patient Services Director

Since 1973, Leslie has served as the President/CEO of Tapestry Health, a 501(c)3 non-profit organization providing community-based health services in the the 3000 sq. mile region of western Massachusetts. Under Leslie's leadership, Tapestry has grown to 120 employees and a budget of$6.3MM. In 2012, over 15,500 medical visits were provided to over 10,000 clients at one of its 8 health centers.

Leslie has advised and participated on the Board of Directors of numerous non-profit health care organizations and regional councils, including the Western Massachusetts Health Planning Council, DIGNILIFE-The AIDS Organization for Westem Massachusetts, and Lifeways-Health Education Promotion Center.

She brings to NETA unmatched experience providing non-profit healthcare services to at-risk and underserved individuals, as well as a deep understanding of the importance of strong board govemance and fiscal responsibility.

Laura Harris, Compliance Director

Until July of2013, Laura served as the head ofthe Colorado Medical Marijuana Enforcement Division. As part of her role, Laura managed the $5. 7MM program budget and ensured the employment of quality personnel by acting as the appointing authority for all Medical Marijuana Division staff. Shortly after taking the directorship, she re-evaluated and streamlined the licensing and background investigation processes that were originally established in 2010, the first year of the Colorado medical marijuana enforcement program. She recommended legislative change to allow the division to issue state licenses while local approval was pending, thus allowing the division to begin the license revenue cycle in manner that allowed for more effective enforcement and revenue collection. Additionally, she participated in legislative effmts to improve and stabilize medical marijuana policy. Specifically, she participated in Colorado's Amendment 64 Task Force Subcommittees for the implementation of marijuana legalization in Colorado.

Laura is a Certified Public Accountant and a Certified Fraud Examiner. For the last 30 years she had roles that increased in scope and complexity, ranging from Special Agent (revenue tax enforcement) to Criminal Financial Investigative Auditor, and finally to licensing and enforcement directorships overseeing various products, including medical marijuana.

In short, Laura's in-depth experience with medical marijuana as well as related enforcement and management will prove invaluable to the NETA team.

Patrick Dente, Security Director

Patrick possesses significant experience in security systems design and management. He was Manager of Facilities and Security Systems for the Hampden County Sheriff's Department and CmTectional Center,

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where he supervised a team of30. He designed and implemented all security systems in the II buildings that comprise Hampden County's jail facility.

Patrick also served as project manager for the construction of Hampden County's new womens' jail. His responsibilities included planning, designing and installing the security system. As Security Director, Patrick will bring uncommon experience in addressing the type of security challenges NET A will face.

Andy Epstein, Patient Education/Medical Director

N/A]

~ Current resume of each Executive Management Team member attached as exhibit 2.2--clearly labeled on each page with the individual's name and title within the applicant's organization

2.3 Describe the Executive Management Team's experience, by team member, with providing health care services or services providing marijuana for medical use.

[Kevin Fisher, ED/COO

Kevin Fisher has been a leading member of the Colorado medical marijuana community, helping it achieve legitimate status and a commercially sustainable scale.

Beginning in August 2009, Kevin has served as Co-founder and Managing Partner of Rocky Mountain Remedies (RMR), a licensed medical marijuana center, which provides medical cannabis to patients living in the Western Slope area of Colorado. Kevin gnided the growth ofRMR from modest, self-funded origins to its current position as one of the largest and most prominent centers in Colorado. RMR employs nearly 50 individuals in its dispensary, cultivation, and MIPs processing centers. They cultivate over 100 strains, with a particular focus on high CBD-to-THC ratios. As a vertically integrated organization, RMR currently cultivates I 00% of its medicine, producing up to 200 lbs. monthly, within a total of 20,000 sq. feet of space.

Additionally, Kevin developed Colorado's first strain and dosage-specific vaporizer solution, which RMR distributes to over 100 licensed medical marijuana centers across the State.

Kevin has also led various statewide campaigns to ensure continued patient access to safe, regulated medical marijuana. Kevin currently serves as Board Chair ofthe Medical Marijuana Industry Group, a nonprofit which focuses on responsible regulation of the Colorado cannabis industry. He also has held seats on numerous Governor's Office and Enforcement Division-directed policy working groups.

Since April2013, Kevin has been in Massachusetts working closely with Howard Kessler, aNETA founding member, and the Kessler Family Foundation on innovative medical marijuana-related health care initiatives.

Arnon Vered, CFO

Over the last year Amon has focused on the administration and management of medical marijuana organizations. Arnon started his journey by conducting field work throughout Colorado where he analyzed the State's larger and more developed operations. Amon had also met with leading operators in California and Maine.

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He visited Israel and leamed about best practices in medical marijuana dispensaty management and overall medical marijuana program development. Arnon met with Israeli legislators, visited medical marijuana dispensaries and discussed best practices and insights. He also met with the head of the Israeli Medical Marijuana program and discussed the challenges they experienced launching the program in Israel. Arnon works closely with Professor Raphael Mechoulam (an Israeli scientist and the former head of the Israeli Academy of the Sciences), who discovered THC more than 40 years ago. Professor Mechoulam will be a member of the NETA team, focusing on scientific research.


Andy brings to NETA Inc. nearly four decades of experience providing health care services to marginalized patients in communities ranging from East Africa to Boston. She commands expertise in the governmental, clinical, commercial, and educational aspects of patient care. She has managed programs with budgets ranging to $15MM that included: a clinical neighborhood health center in Dorchester, primary and tertiary care efforts in Mozambique, Afi·ica, various public health evaluations and interventions, and long-term care programs for homebound inner-city elderly and disabled individuals.

HIV/AIDS treatment has been a particular focus of Andy's career. She has served as the Director of a special HIV/AIDS Health Service Unit at the Massachusetts DPH, where she was responsible for all aspects of health services for HIV infected individuals in Massachusetts, including: developing primary care and specialty programs for uninsured, providing access to AIDS medications across the Commonwealth, developing supportive housing for 900 clients, and creating comprehensive HIV/AIDS programs for incarcerated men and women.

Earlier, she was Clinic Manager at the Cambridge Health Alliance where she oversaw a busy, multidisciplinary, multicultural HIV treatment and prevention facility serving a diverse patient population.

As Special Advisor to the Boston Public Health Commissioner, and Special Assistant to the Commissioner of the Massachusetts DPH, she managed programs to reduce opiate use and mitigate the effects of opiate dependency.

Andy epitomizes a knowledgeable, caring and motivated public health professional.

Laura Harris, Director of Compliance

Laura possesses more than thirty years experience in governmental regulation and special licensing. Most recently, she held the office of Director of Colorado's Medical Marijuana Enforcement Division. Though not directly involved in provisioning marijuana to patients, she was charged with Division budgeting, legislative policy, background investigations, and creating the Marijuana Inventory Tracking System (MITS), set to launch in late 2013.

Through her individual efforts, Laura has helped ensure the viability of Colorado's medical marijuana program ensuring safe, regulated access to cannabis therapies for patients.

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Since 1973, Leslie Laurie has served as the President/CEO of Tapestry Health, a 50l(c)3 non-profit organization providing community-based health services in the the 3000 sq. mile region of western Massachusetts. Under Leslie's leadership, and with a staff of 120 and a FY13 budget of$6.3MM, over 15,500 medical visits were provided to over 10,000 clients at one of Tapestry's 8 health centers. For more than 2 decades, Tapestry Health has administered the WIC program for the City of Springfield, providing more than 6, 700 pregnant/breastfeeding women and children up to the age of 5 with access to healthy food and nutrition counseling. Tapestry Health also has been a leader in delivering necessary but controversial public health interventions. Tapestry has run a needle exchange program in Northampton for 17 years, and has been part of the DPH's demonstration Narcane program.

Over 94% of Tapestry's clients are under 250% of poverty and 47% are uninsured. Tapestry established the first sliding fee scale in western Massachusetts, assuring that all who need health care service may receive it.

Leslie is renowned within the regional and national non-profit health care community for her fearless advocacy and pioneering work on behalf of the underserved. She will bring all her experience and savviness to NETA'sEMT.


N/A]

2.4 Describe the Executive Management Team's experience, by each individual team member, with running a financially sound organization/business (including budget size) and indicate which member of the team will be responsible for the financial management and oversight of the organization.

[Kevin Fisher, ED/COO

Kevin is co-owner of two private entities, RK Enterprises Ltd. and Pro-Fish LLC.

RK Enterprises Ltd. is the corporate entity for his medical marijuana operations in Colorado. The organization includes nearly 50 employees at one Type 3 retail location, six cultivation locations, and an infused product manufacturer. This is a "ground-up" enterprise; the initial investment came solely fi·om Kevin and his business partner, and no additional loans, gifts, or other source outside the operating entity's revenue stream has been required to fund growth.

Monthly revenues have increased 1500% in just over four years. Payroll exceeds $25,000 weekly. The company is free fi·om debt There have been no liens, collections, or bankruptcies filed against the company. The projected budget for 2014 is approximately $3.5MM. With conversion plans for dual medical/adult use sales starting in January, annual growth is projected at roughly 40% for next year.

Pro-Fish LLC is Kevin's residential-rental real estate company with nearly thirty units in Ohio and Colorado under its control. Occupancy rates average in excess of90%. The budget for 2014 is quite modest at approximately $100,000.

Amon Vered, CFO

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ORlGINAL- New England Treatment Access, Inc. #2

Arnon Vered will provide the majority of financial management and oversight to the NET A organization. At the same timeNETA's leadership believes that financial management is just another term for meeting and exceeding goals in an operational organization such as NETA. As such, it is the responsibility of every leader and manager in the organization.

Arnon has a Bachelor's degree in Commerce and Finance fi·om the University of Toronto and an MBA with a focus on finance and strategy from Queen's University (Kingston, Ontario, Canada). He is also a graduate of the Israeli Officers Academy.

Amon started his career as the head of finance and administration for the paratroops and special forces training unit in the Israeli Army. In this role he managed all elements of the unit's administration, and personnel including resource allocations, recruiting and budget management.

Amon's corporate career began at Bain & Company (a consulting firm based in Boston, with offices worldwide) and Capital One. At Capital One, Amon managed a $1 OOMM marketing budget in the Small Business department. The budget was mostly focused on direct mail credit card solicitation to Small Business prospects. However, under Amon's leadership the business moved significant amount of resources towards digital and partnership channels. This included the introduction of a new website, new products, streamline application process and enhanced online marketing. Ultimately Amon achieved the goal of nondirect mail channels achieving >40% of all acquisitions. As part of his role Arnon managed a multi disciplinaty team that included financial analysts, product and credit policy managers, brand and IT.

As head of Banco Santander (a Spanish bank that bought Sovereign Bank, a bank with a Nottheast footprint) credit cards products and marketing, Amon was in charge oflaunching the credit card division's products in the United States. Arnon was at Santander in 2010 and 201l.The overall budget for the project was $20 million. The budget included market research, product development, rewards system set up and IT back-end system development. Launching a credit card business from the ground-up, especially in the current regulatory environment, is a very complex task that requires a balance between the best customer experience that can be achieved, business results, budget constraints, and the govemment' s requirements. Arnon created the initial requirements for the business, worked on the recruitment of new members and the assimilation of adjacent teams (especially IT) and created the initial road map towards launch. It took about 2 years from planning to the point when systems, people and products were ready for the launch. The "Sphere" product and marketing campaign was finalized at the end of 2011 and launched in 2012.

Arnon has met and advised more than 30 other Massachusetts medical marijuana applicants on their application strategy, with a particular focus on financial planning. Amon helped applicants in creating their financial plans and discussed various financing options with them.


Since 1973, Leslie Laurie has served as the President/CEO of Tapestry Health, a 50l(c)3 non-profit organization providing community-based health services in the 3000 square mile region ofwestem Massachusetts region. Under Leslie's leadership, and with a staff of 120 and a FY13 budget of 6.3MM, over 15,500 medical visits were provided to over 10,000 clients at one of Tapestry's 8 health centers. Tapestry currently serves 10% of the Western Massachusetts population.

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Laura served as the Director of the Colorado's Medical Marijuana Enforcement Division overseeing a budget of $5.7MM. With assistance of the department's budget staff, she directed the collection of license fee revenue, revenue forecasting, expenditure analysis and planning, fee setting, short-and long-term analysis of cash reserves, assisted in major purchasing decisions, space planning, and personnel resource allocation to ensure responsible fund stewardship. In March 2012, she developed and implemented an alternative program of funding and expenditure strategy to address an unexpected revenue shmtfall, stabilizing the division's fiscal year budgets for 2012 and 2013.

Laura was also Liquor Enforcement Division Director in Colorado's Department of Revenue, with an annual budget appropriation of$2.25MM. She was responsible as well for Colorado's federal EUDL grant (Enforcing Underage Drinking Laws), a federal biennial award from the Office of Juvenile Justice totaling $650,000. Management of federal funds requires reviewing applications from local law enforcement agencies for sub-grant awards to address underage drinking in Colorado communities.


Patrick has served as the Manager of Facilities and Security Systems for the Hampden County Sheriffs Depattment and Correctional Center. In this role, he managed a team of 30 employees while maintaining across-the-board responsibility for a variety of a special projects.

He was a member of the planning team that led the construction of the new Women's Con·ectional facility in Chicopee, MA. He was responsible for reviewing the RFP, submittal of all documents, as well as overseeing construction progress to ensure to budget adherence and final product quality.

Andy Epstein, Director of Patient Education/Medical Director

N/A]

2.5 Describe the Executive Management Team's experience, by team member, with managing financial corrective action measures that they had to undertake as the result of an operational review.

[Laura Harris, Director of Compliance

Upon assuming the directorship of the State of Colorado Medical Marijuana Enforcement Division (MMED) in November of 2011, Laura initiated a comprehensive operational review that revealed several strategic decisions made by former management that had created, or would create, a significant budget shortfall in the short run. Two examples include: I) Prior management's excessive spending on enforcement vehicles; and 2) Delays in the issuance of state business licenses and the associated delays in collecting license fee revenue.

In early 2011, the Medical Marijuana Division contracted with Colorado State Fleet Management for the lease of20 to 25 utility vehicles for use by the 30+ field enforcement staffthat the program intended to hire in its first year of operation. Due to unanticipated delays in hiring criminal investigators, the division incurred a significantly high and unsupported monthly lease expense for those vehicles that were not in use.

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Laura took action to eliminate the excessive monthly expense by retuming any vehicles not in use to Fleet Management for redistribution to other state enforcement agencies.

Prior MMED management had projected Fiscal Year 2011-12 and 2012-13 revenues on the assumption that the division's review and investigation of the majority of business license applications received in August 2010 would be completed by early 2012. Thus, the annual license fee for approved licenses could be collected as state business licenses were issued and therefore used to "back-fill" the decreasing medical marijuana cash fund balance, whose only revenue source had been the 2010 business applications fees and occupational license fees. By early 2012, only a small percentage of medical marijuana business licenses had been issued, primarily due to lack oflocal approval of the application and insufficient staff to complete the state background investigations (both statutory requirements). Laura took action to streamline the division's background investigation process and exercised the state's legal authority to collect the annual license fee for applications that had a high probability of final issuance. She also recommended legislation to senior department management that the department sponsor a bill that eliminate the local approval requirement as a condition-precedent to state license issuance. That legislative change was made in early 2013.

Kevin Fisher, ED/COO

While never having been subject to a specific operational review that required CO!Tective action, Kevin has been taking regular significant steps to respond to extemal market forces and changes in Colorado's medical marijuana regulations.

In 2009, Kevin's Steamboat Springs, CO medical marijuana dispensary was still sourcing a large portion of its product extemally (as allowed by Colorado regulations). Late that year, the market tightened, driving wholesale prices up nearly 50%. Kevin and his partner decided to reinvest a large portion of dispensary revenues into cultivation infrastructure, a move that eventually brought 100% of its product "in-house". The move proved wise, as retail "price wars" broke out and patients began to shop at various dispensaries. Kevin's operation then shifted resources towards patient service and retention through investing in additional staff, and now claims 90% of the registered patients in its home county.

In late 2010, Colorado's State Legislature passed HB I 0-1284, mandating various new regulations which in turn substantially increased operating costs. Some changes included a $35,000 increase in annual license fees; surveillance and security requirements that cost facilities an additional $100,000; and a requirement for separate state licenses for infused product production facilities and cultivation centers, even if commonly owned. Kevin invested surplus revenues into a larger production facility to supply concentrates and vaporizer cartridges to other dispensaries, creating an expanded revenue stream that could cover the additional mandated expenses.

Amon Vered, CFO

Amon was financial services manager at Capital One until2010. As head of Capital One small business loans division, Amon had to take several financial corrective actions based on operational reviews. One of the most important actions he took was to temporarily shut down the marketing of small business loans due to customer default rates that were higher than initially projected. The business was still relatively new (less than $1 billion in assets) and it was important to do a comprehensive analysis of all the factors that might

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have led to the increases in losses. The analysis included statistical models review (marketing and underwriting), customer profile trends, geographical and time-based analysis as well as an operational review of underwriting and collections. For 4 months Amon and his team analyzed and made recommendation around the various levers that can lower losses. Amon presented the analysis results and action plan to various risk, financial and operational committees at Capital One. The business was relaunched and continued its growth with risk results that matched expectations.

As head of Banco Santander (a Spanish bank that recently bought Sovereign Banlc, a bank with a North East footprint) credit card products and marketing, Amon was in charge of launching the credit card division's products in the United States. Amon was at Santander in 2010 and 2011. One ofthe biggest issues to manage was the creation of all the back-end systems that manage the operational elements of credit cards. Those include creating statements, managing rewards points, customer service interfaces, and creative design.

An operational review of the project progress showed that a business launch that meets all requirements within reasonable timeframes and budget was not possible. Amon worked with the IT teams and senior management in Spain to create a new plan that kept the most important elements of the requirements (from a customer experience and govemance perspective) but divested from elements that could be developed later or were not absolutely necessary.

In the end, the plan worked and the system launched in 2012.

Leslie Tan- Laurie, Patient Services Director

Since 1973, Leslie has served as the President/CEO of Tapestry Health, a 501(c)3 non-profit organization providing community-based health services in the 3000 sq. mile region of western Massachusetts.

For two decades, Tapestry Health ran SAFE, which provided teen mothers with an onsite day care center that helped enhance their parenting skills, while simultaneously allowing them to make progress towards earning aGED. SAFE proved extremely successful in preventing additional pregnancies, accompanied by a high GED passage rate for its participants. However, when the Commonwealth changed its reimbursement provisions, the program was no longer financially viable. After operating it at loss for a short period, Tapestry Health closed the program. Even though the services provided were invaluable, they could not be continued without a sustainable funding source.


Patrick acted as the Manager of Facilities and Security Systems for the Hampden County Sheriff's Department and Correctional Center up to August of2008. As part of his role he was subjected to and performed several operational reviews of specific projects, his staff and overall operations. As a result, he had to adjust staffing plans (hire and fire) and make adjustments to project plans and budgets. As an example, Patrick served as a member of the planning team for construction of a new women's cotTectional facility in Chicopee, MA. Patrick headed the project analysis team that ensured the facility's security, electronics, and physical plant systems construction met required RFP specifications and budget. As with

18


any large scale construction project, Patrick had to recommend and implement numerous changes as requirements were altered.


N/A]

3. Applicant's Evidence of Suitability

3.1 Indicate whether is/has been in compliance with all laws of the Commonwealth relating to taxes, child support, and workers' compensation with regard to any business in which the iudividual has been involved. In cases in which an Executive Management Team member is not in compliance with such a law, indicate which team member is non-compliant and describe the circumstances surrounding that situation. Indicate N/A for each individual with no history of non-compliance.

3.2 List and describe any criminal action under the laws of the Commonwealth, or another state, the United States, or a military, territorial, or Indian tribal authority, whether for a felony or misdemeanor, against any member of the Executive Management Team and Board of Directors, including Board Officers, including but not limited to action against any health care facility or facility for providing marijuana for medical purposes in which those individuals either owned shares of stock or served as executives, and which resulted in conviction, guilty plea, plea of nolo contendere, or admission of sufficient facts. If no history of such criminal action, indicate N/ A.

19

ORIGINAL- New England Treatment Access, Inc. #2 :

3.3 List and describe any civil or administrative action under the laws of the Commonwealth, another state, the United States, or a military, tenitorial, or Indian tribal authority against any member of the Executive Management Team and Board of Directors, including Board Officers, including but not limited to actions related to fraudulent billing practices and any attempt to obtain a registration, license, or approval to operate a business by fraud, misrepresentation, or submission of false information. If no history of such civil or administrative action, indicate N/ A.

20


3.4 Indicate and describe whether any member of the Executive Management Team or Board of Directors, including Board Office,·s, has been the subject of any past discipline, or a pending disciplinary action or unresolved complaint, by the Commonwealth, or a like action or complaint by another state, the United States, or a military, tenitorial, or Indian tribal authority, with regard to any professional license or registration.

3.5 Indicate and describe whether any member of the Executive Management Team or Board of Directors, including Board Officers, with respect to any business, has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. If no such history, indicate N/A.

21


4. Applicant's Evidence of Financial Condition

4.1 Provide a one-page statement in the name of the applicant's non-profit corporation, or in the name of the Corporation's CEO/Executive Director or President of the Board of Directors, fi·om an insured financial institution documenting the available liquid cash balance in a single account ($500,000 for the first application and $400,000 for each subsequent application, if invited to submit more than one), dated no earlier than 14 days prior to the response deadline (November 7, 2013). If the Corporation has the required funds in an individual account in the name of the Corporation's CEO/Executive Director or President of the Board of Directors, said individual must provide a completed and signed a notarized Letter of Commitment (in exhibit 4.1).

12] Proof of liquid funds in an account in the name of the corporation or, if applicable, in an account in the name of the Corporation's CEO/Executive Director or President of the Board of Directors, plus the Letter of Commitment attached as exhibit 4.1

4.2 If applicable, provide the names and addresses of all persons or entities contributing 5% or more of the initial capital to operate the proposed RMD, by application, and specifY the actual percentage contributed by each person or entity. Indicate whether the contribution is cash, in-kind, or land or building. When the contributor is an entity include the names and addresses of its CEO/ED and Board Officers.

12] List of persons/entities/creditors contributing more than 5% and what form that capital takes attached as exhibit 4.2

4.3 Provide a narrative summary of projected capital expenses to build out both the proposed dispensary and cultivation or processing facilities, and attach a copy of the proposed capital budget.

[NETA has based its $3.8 MM total capital budget for the proposed Northampton dispensary site and cultivation/processing facility in Franklin on well-researched cost requirements and projected patient demand assumptions, as described in Section 7.9. The Franklin facility investment represents $3.3MM, with the $0.5MM balance assigned to the Northampton RMD.

NETA is receiving a $9MM loan from Howard Kessler, a corporation member and noted health care philanthropist, to fund the listed capital costs ( 42% of the total). The remaining amount of 5 .2MM (58%) will be used for operating expenses before NETA breaks even, and a "rainy day" reserve fund. If NET A will receive more than one license the loan amount and overall budget will increase proportionately. For the sake of presentation here, we assumed receiving only one license.

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Our cost assumptions are based on data drawn from Kevin Fisher's (NET A ED/COO) experience successfully constructing and operating 8 medical marijuana cultivation/processing facilities and related dispensaries in Colorado, and the accompanying analysis of projected patient demand listed in Section 7.9.

In collaboration with Vision3 (architect and interior design), Nadeau Corporation (general construction contractors) and CEC (mechanical engineering), we have conducted extensive research on a "room-by-room", functional area basis into required build-out expenses, resulting in hard cost quotes and commitments contingent on provisional registration receipt. All estimates were built in a "bottom-up" manner, using current equipment and service pricing available from vendors with whom we have long-established relationships.

We have designated a substantial investment ($847,229) for capital-expense related planning and development work during the current application phase and immediately following registration receipt. Land/building ($373,229) expenses consist of substantial security deposits, equivalent to 9 months of lease payments in Franklin that we were required to pay pre-construction. These monies will be returned to NETA per the schedule described in the lease agreements (Exhibits 5.2) We have committed funds ($105,000) to Nadeau Corporation, a general contracting firm that will be leading all aspects of construction from planning to final building. We estimate a total of $64,000 for permits and fees.

Estimated build-out costs for the two sites total $1,165,290, with facility construction ($739,000) accounting for 63%. For the Franklin cultivation center, this includes all limited access area/room construction (Clone, Vegetative, Flower, Cure, Trim, Butane, Safe/Secure Storage, In-house Laboratory, MIPs Production, and Kitchen). Other areas -- employee break rooms, bathrooms, offices, training room, lockers, and general storage are included, too. The Northampton RMD portion ofthe costs includes a consultation room, patient counters and seating area, vestibule, security room, safe room, general storage, office and bathrooms. Electrical set-up expense is part of this total, as well.

Installed security systems ($345,000) at both Franklin and Northampton will meet or exceed all DPH regulations. Patrick Dente, our Director of Security has over 25 years of experience developing security systems in Massachusetts, including 17 years of work for the Hampden County Sheriff's Department and Correctional Center. All gates, cameras, monitors, locks, alarms are included.

Parking for more 1 00 vehicles already exists in Franklin. Additionally we will build a perimeter security fence, per the specifications listed in application response 5.8.

Equipment expenses will be substantial. Cultivation equipment costs ($720,000) have been calculated on the basis of "room-by-room" analysis, using locked-in prices from a leading vendor, and includes: HID lighting, fixtures, cultivation tables, pumps, fans, environmental control modules, hoses, cording, and trimming equipment.

We will need to significantly increase the power supply fi·om a nearby substation to the Franklin building and have been working with CEC, our mechanical engineering firm, and NGRID to assess the cost of the upgrade, which is currently projected at $200,000.

Franklin and Northampton furniture and storage needs ($190,000) include: safe rooms, customer counters, employee furniture/break rooms, reception, bathrooms, office .and general storage.

Computers, seed-to-sale inventory tracking software, incident management software and related hardware (such as weigh station scales) will cost a total of $58,600 for both facilities.

23

ORIGINAL- New England Treatment Access, Inc. #2 !

Vehicles used to securely deliver product to the RMD and home-delivery patients will cost ($75,000), including GPS tracking

Projected MIPs kitchen/prep equipment costs ($130,000) are based on our ED's (Kevin) experience building a similar sized facility in Colorado.]

lz;J Capital expenses attached as exhibit 4.3

4.4 Provide a nan·ative summary of the proposed year-one RMD operating budget, including projected revenues by sales type, line item operating expenses, and budget assumptions, and include the budget as an attachment.

[In our first year of operations, NETA plans to reach a net income ("Difference" in exhibit 4.4) before taxes (but after 280E tax reserve) of$ 702,3 66. Our first year of operation begins on August 1st 2014, which is our planned day for opening our doors to the public (based on Exhibit 7.1)

For our overall budget approach we took into account: our budget stmcture, cost estimates, pricing and consumption. These assumptions reflect our experience in Colorado but are adjusted to the unique circumstances in MA. E.g., Colorado currently has close to 500 dispensaries in operation, while MA will initially register no more than 3 5.

Our cost assumptions are intentionally conservative; however, we do not foresee a situation where costs will be 40-50% lower than our estimates. Our revenue assumptions are also conservative and represent our analysis of patient population in our operating area as well as consumption statistics gathered from our ED's 4 years experience mnning a licensed medical marijuana dispensary in Colorado.

Our key revenue assumptions: Are drawn from: patient population as estimated in application response 7.9; a patient adoption rate that predicts we will reach 1,660 patients --only 52% of the patient population levels that we anticipate in 2016; and a "fair market share" of the patient population where we do not assume that we will provision a greater percentage of the market than an equal geographic distribution would allow. However, we have noted that based upon our team's experience and the success they've enjoyed in Colorado, due to their ability to provision the highest quality and widest variety of therapies, it is likely we will service a larger proportion of the market than what's mathematically "equal," and have planned our funding and infrastructure accordingly.

oConsumption per patient •Our projection (1.6 ounces per patient per month) is based on 4 years of data gathered from our ED's 4

years Colorado experience running a licensed medical marijuana dispensary in Colorado. •We do not foresee that Massachusetts consumption will be lower than Colorado.

oPrice •We assume a price of$4,800 per pound. •Our philosophy is to offer competitive prices at below market rates to help provide patients optimal

access. We don't plan to change our prices over time- creating predictability for our patients and our planning. •Visits: We assume 2.5 visits per patient per month o"Other supplies sold": Revenue •We assume that other supplies sold (e.g. vaporizers) will be an additional3% of revenue over the base

of Medical Marijuana sales o"Other revenue sources": Revenue • We don't plan on any additional revenue source

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• Key personnel expense assumptions oOur overall personnel philosophy is simple: • We want to hire and retain the best people for each position and create a culture of motivation, loyalty

and a focus on achievement. •To help achieve this goal we plan to pay I 0-20% above market rate. In certain situations, we may tie

performance and achievement to compensation. • We intend to build a flat organization in which everybody strives together towards clear operational

and patient satisfaction goal. oOur budget reflects our management philosophy •Small executive management team (3.75 FTE) •Executive director, CFO, Patient Services Director, Patient Education/Medical Director, Chief

Medical Officer and Compliance. Apart from the ED and CFO, the roles are initially not 1 FTE. •Empowered senior leaders (5.5 FTE) •General Manager, Operations and Quality/Safety managers, Compliance, Transportation,

Community Outreach •Well-staffed operations team-- security, cultivation, extraction/infusion-- focused on achieving clear

goals (32.5 FTE) • Patient service team (14 FTE) •Includes dispensary patient services team members and transportation/delivery specialists •We plan to have sufficient team members-- especially during our beginning months of operation-

to ensure patients receive appropriate initial consultations. •We plan to have a robust delivery system from the start. This is important to help ensure minimal

home cultivation in the sunounding community and that homebound patients receive their medicine on a timely and convenient schedule.

•Administration!HR/Communications (4.5 FTE) •Combination of 1.0 FTEs (Facilities manager, Patient education director, Purchasing manager) and

0.5 FTE (Digital, HR, accountant) oFringe rate: 28% •Key "Other Expenses" assumptions oLoan principal repayment($ 895,526) and interest($ 351 ,950) •NETA is receiving a $9MM loan for 5 years at a 7% interest rate. Payments will begin on Jan 1st

2015. oTax reserve for "front of house" expenses (280E) ($ 750,051)

• Assumes that 25% of operating expenses (excluding loan principal) are "front of the house" (not grow-related), and thus not tax deductible (280E). NETA will therefore have to pay an assmned 40% tax rate on these expenses.

oLeasehold expenses ($ 562,029) •Franklin (cultivation and processing) and Northampton (dispensary)

oCharitable contribution($ 200,000) •NETA plans to give back to the community even in its first year (-2.0% of revenue)

oDepreciation/ Amortization($ 533,500 ) •5 year depreciation (straight line method) on equipment and vehicles (assumes 10% salvage value)

o Variable costs (driven by number of pounds produced) •We have a cost per pound assumption for each of the following expenses (see Budget notes column in

Exhibit 4.4 for specific amounts): equipment, supplies, utilities, lab testing, and packaging oFinancial hardship plan($ 246,211)

25

. ORIGINAL-NewEngland Treatment Access, Inc. #2

•Patient access is fundamental to NET A's mission and vision. As a result, NETA plans to offer a generous fmancial hardship plan. We assume that 5% of our patient will receive an average price reduction of 50%. This equals 2.5% of overall revenue.

• NETA has the capability to increase the size of this plan if greater patient need arises. ]

~Year-one operating budget attached as exhibit 4.4

4.5 Provide a detailed summmy of a three-year business plan for the proposed RMD, including strategic planning assumptions, utilization projections, growth projections, and projected revenue and expenses. Note that the complete business plan will be reviewed as a component of the provisional inspection process. Include projected revenue and expenses as an attachment.

[NET A's first fiscal year begins on the day NETA opens its doors to registered qualifYing patients: August 1st 2014.

Part A: Strategic Planning Assumptions

•Leaming from Colorado: Kevin Fisher (NETA ED), who is moving with part of his team to MA, has developed one of Colorado's biggest and most sophisticated medical marijuana dispensaries and cultivation centers. Kevin's operation in Colorado possesses scale (20,000 sq ft), has multiple sites and follows very well defined operational and compliance procedures. A significant portion of our assumptions is based on what he has achieved in Colorado.

•Conservatism: Though grounded in what our team knows from building medical marijuana dispensaries and other businesses, our projections are intentionally 10-20% on the conservative side.

•Reserves: Our budget includes significant financial reserves (including "rainy day fund" created on day 1) that can help our organization adjust for delays or required additional investment.

•Realistic scale requirements: medical marijuana dispensaries require significant investment to deliver the highest quality medicine to registered qualifYing patients. We anticipate that demand will be significant; to meet it we cannot start small and grow gradually.

•Importance of predictable and sizable financial backing: Howard Kessler, a philanthropist with a long track record of supporting medical projects in MA, is financially backing NETA. Howard is lending $9MM to allow NETA to build its organization. In a situation where NETA will receive more than one license, the amount of the loan will adjust proportionately to the budget required.

•Ability to launch as quickly as possible: Our team is already spending significant time and financial resources on planning a projected launch. This includes architectural and interior design, meetings with local officials to begin laying the groundwork for all permits, power supply build-up planning with NGRID, and security plans.

•Quality: We've leamed in the Colorado operations that quality product (variety, high CBD strains, effective concentrates) and quality patient services requires significant front-end investment. The right level of investment results in overall patient satisfaction and ensures the viability of our organization.

Part B: Revenue Assumptions

•Overall: Projected revenue is $9.8 MM, $19 MM and $19 MM for 2015,2016 and 2017 respectively. •Peak patient population: We assume that in 2016 we will reach our peak patient population of3,200

patients, based on our analysis contained in Section 7.9. • We assume no growth in 2017, based on the Colorado adoption curve. •Patient adoption rate: We assume that in our first fiscal year (2015) we will only reach 52% (1,600

patients) of the patient population levels we will have in 2016. •"Fair Market Share": We do not assume that we will receive more than our "fair market share".

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•Projected Medical Marijuana Inventory: Our patient consumption projections (1.6 ounce per patient/month) are based on 4 years of data fi'om our ED's Colorado operations. We do not foresee that MA consumption per patient will be lower than Colorado. This leads to 1,992lbs in 2015 and 3,840 lbs in 2016 and 2017 given our patient population

•Price: We assume a price of $4,800 per pound. Our plan is to offer relatively low prices to maximize patient access to medicine. We don't intend to raise our prices over time, as we want to ensure predictability for our patients.

•Patient Visits: We assume 2.5 visits per patient per month

Part C: Expenses and Utilization Projections

•Overall budget: $9MM have been committed to NETA for its start-up period, in the form a loan from Howard Kessler, a well-respected Massachusetts philanthropist. Our capital expense budget (Exhibit 4.3) represents 42% of the loan. The balance (58%) will be used for pre-breakeven operating expenses, and for a "rainy day"/reserve fund.

•Capital Budget: Our capital budget of $3.8MM allows for significant immediate scale and an ability to offer patients a breadth of product offerings on "Day 1 ". It will also enable growth in subsequent years by creating the infrastructure (power supply, building size) required to further scale production.

•Utilization assumptions /demand requirements: To meet customer demand, we project a need for 1,992 lbs in 2015 and 3,840 lbs in 2016 and 2017. With our significant capital budget, initial operating budget ($9MM), and talent, we are well positioned to perform.

If demand outstrips supply, NETA has the ability to expand. If demand is lower than expectations we have several options: sell excess supply to other dispensaries; decrease our cost structure (variable costs) by reducing all costs directly related to production (utilities, supplies, equipment, packaging etc). In an extreme case we will institute permanent staff reductions.

•Operating budget (overall) oNETA plans to open its dispensary on August 1st, 2014 oNETA plans to break even financially in the first quarter of 2015. • Projected Expenses oWe project expenses of$9.1MM in 2015, $15.6MM in 2016 and $16.0MM in 2017 oThe key expense items in our operational budget include: oPersonnel Expense •44% of2015 revenue, 34% and 36% of2016 and 2017 revenues respectively. •FTEs will grow from 60.25 in 2015 to 93 FTEs in 2016 and 2017 •Our plan is to hire and retain the best people for each position and create a culture of motivation,

loyalty and achievement. •Pay is 10-20% above market rate. • Flat organization with minimal layers where everybody works together towards clear operational and

patient satisfaction goals. •Our budget reflects our philosophy: •Small executive management team; lean senior leadership. •Sizable operating team focused on achieving operational goals. •Significant patient-facing team that includes: oSufficient staff to meet patient needs, especially for initial consultations. oA robust home delivery system; this is important to ensure minimum home cultivation in the

community and convenient, scheduled patient provisioning. • Mission critical roles such as facilities manager, HR, accountant

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•Personnel Fringe rate: 28% •Key "Other Expenses" assumptions oLoan payments (principal and interest)


•$9MM loan for 5 years at 7% interest rates. Payments to begin on Jan lst 2015. ·18% of 2015 revenue; 11% of 2016 and 2017 revenue

oTax reserve for "front of house" expenses (280E) •7% of2015, 2016 and 2017 revenues •Assume that 25% of operational expenses, excluding loan principal, are "front of the house" (not

grow-related) and thus are not tax deductible (280E). NETA will have to pay an assumed 40% tax rate on these expenses.

oCharitable contribution • NETA is budgeting to give back to the community 1 0% of its revenue in 2016 and 20 17 ( 5% in 20 15),

which is the maximum allowable that can still be tax deductible. However, NETA will also support community projects with post-tax dollars (net income after taxes) if we meet all revenue and expenses projections.

oLeasehold expenses •4.7% of2015 revenue, 2.9% of2016 and 2017 revenues

a Depreciation/ Amortization •5 year depreciation (straight line method) on equipment and vehicles (assume 10% salvage value)

o Variable costs (driven by number of pounds produced) • We have a cost per pound assumption for each of the following expenses (see Budget notes column in

exhibit 4.4 for specific amounts): Equipment, supplies, utilities, lab testing and packaging oFinancial hardship plan

•2. 5% of revenue: we assume that 5% of our patients will receive an average of 50% reduction in price, •Patient access is at the core ofNETA's mission. NETA has the capability to increase the size of this

plan if greater patient need arises. •Net income (Revenue minus Expenses) aNETA is projected to have a net income (TOTAL) of$0.7MM in2015, $3.3MM in 2016 and $2.97

MMin2017. aNETA's net income will be utilized in various ways: •Taxes: NETA is a not-for-profit corporation organized under Chapter 180 of the Massachusetts

General Laws. The federal government will not recognize NETA as a 501(c)3, and therefore it will have to pay taxes.

•Financial hardship plan expansion: we will increase the discount provided to qualifying patients. •Continuing support for local projects in the community. •Reinvestment in the organization (additional home delivery capacity, additional production growth,

additional research and development).

Growth Projections

•Our growth projections suggest that in comparison to the base year (2015) we predict a 92% growth in 2016 and no growth in 2017. This is similar patient growth projection curve as was seen in Colorado

• We expect to see economies of scale and associated efficiencies arise as NETA grows.]

l2<j Three-year projections attached as exhibit 4.5

4.6 Provide a description of the proposed RMD's plan to obtain a liability insurance policy or otherwise meet the requirements of 105 CMR 725.105(Q).

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[Through Greenpoint Insurance Advisors, we requested a quote for liability insurance and evidence of insurability as required by 105 CMR 725.105(Q). Our expected underwriter, Lloyd's of London, currently insures numerous medical marijuana operations in Colorado, including Kevin Fisher's RK Enterprises Ltd.

The below text excerpted from Lloyd's of London's response, through an affiliated broker, demonstrates their intent to provide liability insurance for NET A's medical marijuana operations upon our receipt of a Provisional Registration from the DPH. Full text and original documentation is available.

Premium Indication

November 19, 2013

TO: Mary Woods OF: Greenpoint Insurance Advisors

Client Quoted: NETA Inc.

Limits ofinsurance: General Liability $2,000,000 Included $1,000,000 $1,000,000 $100,000 $1,000

Governmental Action Reimbursement 100% Fully Earned Premium.

General Aggregate Products/Completed Operations Personal & Advertising Injmy Each Occunence Damage to Premises Rented to You Medical Payments

(See policy for full endorsement wording) $5,000 Per OccU11'ence $10,000 Aggregate

No Deductible Canier - Lloyds of London Broker Commission is 12.5% Rating Basis: $9,000,000

Limits of Insurance: Property- 3 Locations to be covered

$1,000,000 $500,000

Business Personal Property, RCV, 90% Coinsurance Business Income; 1 month, No coverage for contingent business income

Perils Covered: Special Form Including Theft subject to maintenance of a Central Station Burglar Alarm & Safe Wananty

Deductible: $2,500 Each Occunence; $250 Each Glass

Included Forms: Limited water damage to include back up of sewer & drains: $25,000

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Property of Others: $10,000 Glass Coverage


Crop (Excludes Property Extension and Endorsements listed above) $300,000 Finished Stock

Coverage for Seeds, Immature Seedlings, Vegetative Plants, Flowering Plants & Harvested Plant Material can also be covered. If coverage is needed we will need to submit to carrier for approval.

-Stock & Crop losses will be settled at Wholesale Price

Liability Premium: $17,270.00 Property Premium: $16,000.00 Inspection Fee $150.00 Taxes: $1,330.80 Fully Eamed Broker Fee: $400.00

TOTAL PREMIUM: $35,150.80

Sincerely,

Stephanie Ramirez Professional Program Insurance Brokerage CA License OB17238 371 Bel Marin Keys Blvd Suite 220

5. Location and Physical Stmctnre

5 .I Provide the physical address of the proposed RMD dispensary site if a location has been secured. If a location has not been secured, indicate N/ A in the text box and exhibit. Attach supporting documents as evidence of interest in the property by location. Interest may be demonstrated by (a) a clear legal title to the proposed site; (b) an option to purchase the proposed site; (c) a lease; (d) a legally enforceable agreement to give such title under (a) or (b), or such lease under (c), in the event the Department determines that the applicant qualifies for registration as a RMD; or (e) evidence of binding pennission to use the premises.

[Northampton: 296 Nonotuck Street, Northampton MA 01602]

IS] Evidence of interest attached as exhibit 5.1

5.2 Provide the physical address of the proposed RMD cultivation site if a location has been secured (the response must be the same as the location indicated in the response to 5.1 or 5.3). If a location has not been secured, indicate N/A in the text box and exhibit. Attach supporting documents as evidence of interest in the property by location (see examples of evidence in 5.1).

[Franklin: 5 Forge Parkway, Franklin MA 02038]

IS] Evidence of interest attached as exhibit 5.2

5.3 Provide the physical address of the proposed RMD processing site if a location has been secured (the response must be the same as the location indicated in the response to 5.1 or 5.2). If a location has not been secured,

30


indicate N/ A in the text box and exhibit. Attach supporting documents as evidence of interest in the property by location (see examples of evidence in 5.1).

[Franklin: 5 Forge Parkway, Franklin MA 02038]

[2:1 Evidence of interest attached as exhibit 5.3

5.4 Describe efforts to obtain assurances of support or non-opposition from the local municipality(ies) in which the applicant intends to locate a dispensary, cultivation site, and/or processing site and indicate whether the municipality expressed any opposition. If the sites are in different municipalities, provide information related to each community. If available, include a demonstration of suppmt or non-opposition fumished by the local municipality, by attaching one or more of the following: • A letter fi-om the Chief Administrative Officer, as appropriate, for the desired municipality, indicating

support or non-opposition; 1

• A letter indicating support or non-opposition by the City Council, Board of Aldermen, or Board of Selectmen for the desired municipality; or

• A letter indicating support or non-opposition by the Board of Health in the desired municipality.

[N otthampton

NETA intends to locate a dispensary (RMD) in the City of Northampton, MA, in Hampshire County, and has diligently made efforts to obtain assurances of support from municipal officials, with resulting success.

Overall, and from a practical perspective, the City of Northampton has been very supportive of an organization such as ours locating RMD in their municipality.

In November 81% of Northampton residents voted "Yes" to legalize medical marijuana, declaring itself as one of the most supportive communities in the Commonwealth of Massachusetts.

The city does not have a moratorium. Additionally, the city has determined that RMDs will be able to operate under current zoning laws. Specifically, RMDs are allowed 'by right' in "any facilities where new physicians' offices and new dispensaries and pharmacies may be located" (as stated in the amendment to Code of Ordinances 350-2.1,8.1, 11.2, 11.6, adopted 11/7/13 by the City Council of Northampton.) The adopted ordinance does state that "no medical marijuana dispensary and/or treatment center shall be located within 200 feet of any elementary school, middle school, or high school and there are no other buffer limitations." This specific language was added by Council members to ensure that the City's zoning requirements supersede the State's default buffer limitations.

NET A's specific site at 296 Nonotuck Street in Northampton meets the zoning requirements contained in the City's amended Code of Ordinances. This was confirmed in a meeting on 11/6/13 with Northampton Planning Department officials. They expressed enthusiasm for our approach to community safety.

The city is developing a plan for a "site plan approval" to ensure that site-specific elements ofRMD license holders (store front design, ventilation etc ) are addressed. This is very similar to the process most new businesses undergo before commencing operations.

1 Chief Administrative Officer is the Mayor, Town Manager, Town Administrator, or other municipal office designated to be the chief administrative officer under the provisions of a local chatter.

31


In Northampton, NETA has formed a community collaboration with Tapestry Health, which has participated in our outreach efforts to local officials. Tapestry Health is one of the most respected health organization in western Massachusetts and has a long histmy of collaboration with the City of Northampton and Massachusetts Department of Health (DPH provides the majority of funding for their operation). They have, for the last 40 years, provided crucial health services in four western counties of the Commonwealth. In fact, they cunently provide services to 1 out of 10 people in western Massachusetts.

Tapestry's main offices are located in Nmthampton where they continue to implement key programs such as their needle exchange. The organization's CEO, Leslie Laurie, and Board of Directors are very supportive of our efforts to provide medical marijuana as a legitimate medicinal therapy and have an official collaberation with NETA for this RMD effort. Leslie Laurie will have a hands-on role with NETA, where she will design and develop our patient service programs, will sit on our board and will Chair of our local Community Advisory Board in Northampton. NETA will continue to work broadly with Tapestry on local advocacy, local education, and operational planning and support.

We had multiple meetings with key local public officials in Northampton, including Mayor David J. Narkewicz, Chief of Police Russell P. Sienkiewicz, City Council President William H. Dwight, and State Representative Stanley Rosenberg. All are very supportive of the opening of an RMD in Northampton and are pleased to see that there are no govemmental barriers to siting an RMD in the community. Additionally, we attended the planning board meetings on medical marijuana and have been working closely with the City's Director of Planning and Sustainability. Both the Planning Board and the Planning Director have been vety helpful and supportive.

In summation, Northampton is very supportive, within all levels of government, of siting an RMD in its municipality.

The City of Northampton have demonstrated this support with the following letter attached as an exhibit:

11112113: Mayor David J. Narkewicz, on behalf himself and City Counil, to Arnon Vered, CFO, New England Treatment Access, Inc.

Franklin

NETA intends to locate its cultivation and processing site in the Town Franklin, MA, in Norfolk County.

Overall, and from our own experience, Franklin has proven to be remarkably supportive of an applicant intending to site a RMD or cultivation in its community.

In 2012, 62% of Franklin residents voted "Yes" to legalize medical marijuana -- similar to the overall Commonwealth approval percentage of 63%.

Unlike most towns and cities in Massachusetts, Franklin did not adopt a temporary moratorium. Local officials suggested that Franklin should respect the voters and move quickly and efficiently set up municipal guidelines for the siting of a RMD or cultivation facility in their town.

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Franklin was one of the first towns in Massachusetts to adopt a zoning bylaw regarding RMDs (dispensing/processing/cultivation) facilities. On June 5th, 2013 Town Council discussed Zoning Bylaw amendments 13-708,13-709,13-710,13-711 and 13-712thatwouldallowthesitingofaRMD (dispensary, cultivation and processing) in the town of Franklin. Town Council then voted unanimously to approve the amendments.

RMD and cultivation facilities are allowed 'by right' in special overlay districts that have been defined by the town. NET A's proposed site at 5 Forge Parkway is located within the overlay district, and thus meets these zoning requirements, as confirmed by Beth Dahlstrom, Town Planner.

As in most towns, there will be a "site plan review" process that serves as a remaining step in receiving a final occupancy permit.

We've had multiple conversations with the Town Administrator and Town Planner. Both are supportive of opening a RMD or cultivation facility in Franklin. NETA also presented to the Health Director, Police Chief, Fire Chief, Town Attorney, Town Engineer and Building Commissioner. In those meetings a few technical questions arose (e.g., the use of inorganic pesticides and the removal of production byproducts).

Franklin officials have demonstrated their support with the following letter attached as an exhibit:

• 11/6/2013: Jeffery D. Nutting, Town Administrator/Chief Executive Officer, on behalf the Town of Franklin, with copies to Bruce Hunchard, Chairman, Franldin Board of Health, and Robert Vallee, Chairman, Franklin Town Council. • 11/6/2013: Robert R. Vallee, Town Council Chairman, on behalf of the Franklin Town Council, supporting New England Treatment Access, Inc., in siting a cultivation and processing facility in the municipality.]

1:8:1 Letter(s), if any, attached as exhibit 5.4

5.5 Provide a summary chart reflecting answers to questions 5.1 -5.4 indicating evidence of local support or nonopposition for cultivation, processing or dispensing activities of the proposed RMD.

1:8:1 Summary chart attached as exhibit 5.5

5.6 Provide a description of the applicant's plans to ensure that the proposed RMD is or will be compliant with local codes, ordinances, zoning, and bylaws, as well as state requirements for the physical address of the proposed RMD dispensing site and for the physical address of the additional location, if any, where marijuana will be cultivated or processed.

[NET A's proposed locations in Northampton (RMD dispensing site) and Franklin (Cultivation and Processing site) will be compliant with local codes, ordinances, zoning and bylaws for each municipality, as well as state requirements.

Northampton:

The City of Northampton does not have a moratorium. Additionally, the city has decided that RMDs will be able to operate under current zoning laws. Specifically, RMDs are allowed 'by right' in "any facilities

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where new physicians' offices and new dispensaries and pharmacies may be located" (as stated in the amendment to Code of Ordinances 350-2.1,8.1, 11.2, 11.6, adopted 11/7/13 by the City Council of Northampton.) The adopted ordinance states that: "no medical marijuana dispensary and/or treatment center shall be located within 200 feet of any elementmy school, middle school, or high school and there are no other buffer limitations." This specific language was added by Council members to ensure that the City's zoning requirements supersede the State's default buffer limitations.

NET A's specific site at 296 Nonotuck Street in Northampton meets the zoning requirements contained in the City's amended Code of Ordinances. This was confirmed in a meeting on 1116/13 with Northampton Planning Department officials.

Franklin:

Franklin was one of the first towns in Massachusetts to adopt a zoning bylaw regarding RMDs (dispensing/processing/cultivation) facilities. On June 5th, 2013 Town Council discussed Zoning Bylaw amendments 13-708, 13-709, 13-710, 13-711 and 13-712 that would allow the siting of a RMD (dispensary, cultivation and processing) in the town of Franklin. Town Council then voted unanimously to approve the amendments.

RMD and cultivation facilities are allowed "by right" in special overlay districts that have been defined by the town. NET A's proposed site at 5 Forge Parkway is located within the overlay district, and thus meets these zoning requirements, as confirmed by Beth Dahlstrom, Town Planner.

In Northampton, the City is developing a plan for a "site plan approval" to ensure that an RMD registrant's site-specific business plan elements such hours of operational, security, environmental and traffic impacts, and electricity are addressed. This is very similar to the process most new businesses undergo before commencing operations.

In Franklin, the process following receipt of Provisional Registration includes site plan review, obtaining a building permit, receiving a certificate of occupancy permit, and a signage permit.

Our team has significant experience in completing the process of site development compliance. Kevin Fisher, our ED/COO, has developed dispensaries, cultivation, and processing facilities in multiple locations in Colorado. Leslie Laurie, our Board and senior staff member, has led the development of multiple health clinic locations throughout western Massachusetts. Our construction team at Nadeau Construction Development Corporation, in collaboration with Vision3 Architects, have a 20 year track record of developing medical and manufacturing facilities. K&L Gates, our local real estate and zoning legal team is one of the most prominent and experienced law firms in this field.

Our goal is for the local process to not hinder our operational-based stmi-up timeline. We plan to open our doors on August 1st 2014]

5.7 Describe the applicant's plan to continue to develop and maintain a positive relationship in each community in which the RMD is/will be located.

[NETA stands committed to ongoing, positive relationships with the immediate Northampton community and those sutTOunding it. With Tapestry Health, our local community collaborator, we intend to continue to listen, share knowledge, and create understanding of our services, objectives, and planned

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outcomes. Though widely supported on Election Day in November 2012, medical marijuana and its potential positive impacts remains largely misunderstood by a significant percentage of the Commonwealth's citizens. Through a combination of transparency, well-grounded information, and the power of storytelling, we seek to normalize the presence of properly regulated medical marijuana in the communities we serve.

On July 12th 2013, we initiated our collaboration with Tapestry Health, an organization with a 40 year history of effectively managing sometimes controversial programs for health care delivery, such as needle exchange. Tapestry provides health services to 1 out 10 individuals living in the four western counties of Massachusetts. We chose in part to collaborate with Tapestry because oftheir strong conviction that wellregulated access to medical marijuana is an important social justice issue.

We believe that positive community relationships must feature certain key assets: proactive outreach, well-managed listening channels, and trusted communicators. We've already made significant progress developing each of these.

Immediately upon receipt of a provisional registration, we will schedule further face-to-face meetings with public officials in Northampton and smTOunding municipalities to listen to all issues and concerns relating to the RMD's start-up. Tapestry leadership is set to join us in these conversations. We will establish an action plan and reporting arrangement to ensure that they remain informed of progress and developments leading up to and beyond our opening. Importantly, Northampton officials and citizen committee members with whom we have already met expressed a strong desire for continued open dialogue and problem-solving. Together with Tapestry, we remain in regular communication with Northampton's Mayor, Chief of Police, and City Council President, among others.

By February 15th, we intend to form a Community Advisory Board (CAB), which will be responsible for disbursement oflocal community contributions as described in our Section 4.4 and 4.5. responses. Additionally, the CAB will be charged with reporting on sub-group impacts ofRMD operations, partner in the development of local programs to help curb youth marijuana usage and address potential secondary diversion of medical marijuana, and discover opportunities for further stakeholder group engagement. In sum, the CAB will serve as a "think tank" for ideas and initiatives to better serve the needs of stakeholder groups.

Along with members of the CAB, we will launch a series of outreach and listening sessions directed towards these selected stakeholder groups. Om· public organizational calendar will reflect key community outreach events and milestones. Among them will be a semi-annual gathering of stakeholders and others curious about the impacts our RMD has had upon the community. There, we will review accomplishments and · challenges, and any plans for con·ective action. Additionally, we will participate in "Tap-Talks", Tapestry's series of monthly community health care conversations.

Importantly, we plan to leverage the power of social conversation platforms and tools to best share upto-date information about our patient service efforts and related developments in palliative care. Hubspot, an award-winning Cambridge-based social media platform company experienced in helping non-profit healthcare organizations manage their online activities and information sharing, has agreed to support our digital outreach initiative. Using Crowdhall.com, another sophisticated community engagement tooL we will conduct, regular, moderated online Q&A sessions with patients and stakeholders. We'll maintain a deft, active Twitter and Face book presence. As we have outlined in our Section 5.14 response, frequent blogging by various members of our leadership team should provide the community with a wide-ranging and regularly updated context for our patient service activities.

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Our leadership and communications team includes Andy Epstein, former special assistant to the Commissioner of the DPH and veteran community health care advocate; Barney Frank, fonner senior member of Congress; Leslie Laurie, mentioned above, is the founder and CEO of Tapestry Health, and will serve as a Senior Advisor for Community Relations; and Kevin Fisher, our Executive Director, who has led significant statewide medical marijuana outreach efforts in Colorado. Our founder is Howard Kessler, a renowned Massachusetts health care philanthropist. )

5.8 Provide a description of the proposed enclosed, locked facility that would be used for the cultivation and/or processing of marijuana, including steps to ensure that marijuana production is not visible from the street or other public areas. Note that the security plan will be reviewed as a component of the provisional inspection process.

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5.9 Describe how the facility's security plan will help deter and prevent unauthorized entrance into areas containing marijuana and/or MIPs and theft of marijuana and/or MIPs at the proposed RMD and the alternate location, if any. Note that the security plan will be reviewed as a component of the provisional inspection process.

f

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6. Staffing Plan and Development

6.1 Provide a nanative description of the proposed RMD staffing plan including position description, full time equivalency, and reporting structure. Attach an organizational chart in which you identify all staff and all reporting relationships. If this level of detail is already included in exhibit 1.3, include the same organizational chart in exhibit 6.1.

[NET A's staffing plan is built upon a strong senior management team consisting of highly experienced performers in the medical marijuana industty and related non-profit health care, patient education, safety, compliance, and community outreach domains.

The organization will be led by an Executive Director/COO (1.0 FTE) with an extensive background in all aspects of medical marijuana cultivation and patient provisioning, as well as staff and operational oversight, overall budget ownership, regulatory compliance, govemmental relations, and community engagement. He will

38


be responsible for ensuring that the organization meets its financial, programmatic, and compliance goals and objectives. The ED's direct reports include each member of the Executive Management Team, as well as all director-level positions, as described in the next paragraph. He reports to the Board of Directors.

A General Manager, Dispensary Operations (1.0 FTE) holds responsibility for day-to-day RMD operations and controls. Our CFO (1.0 FTE) manages financial record keeping, strategy, and risk. Our Director of Patient Education/Medical Director (1.0 FTE) is responsible for developing and implementing education, support, and community outreach initiatives. A Security Director (1.0 FTE) is responsible for ensuring patient, staff, and product security throughout the production and provisioning system. Our Compliance Director (.50 FTE) is responsible for creating and directing regulatory compliance initiatives. Our Director of Government and Community Relations (.25 FTE) is responsible for addressing relationship-building opportunities with elected and appointed officials. The Chief Medical Officer (.25 FTE) is responsible for medical program development and outreach. Our Director of Science and Research (.25 FTE) is charged with discovering palliative applications for cannabis-derived products. A Director of Production (1.0 FTE) manages all aspects of the production of safe, quality cannabis products. A Director of Product Transportation ( 1.0 FTE) is responsible for ensuring secure, efficient and compliant deliver to the RMD and patient and caregiver homes.

The following positions report to the CFO: an HR Manager (.50 FTE), who is responsible for the overall provisioning ofHR services, policies, and training programs throughout the organization; an Accountant (.50 FTE), who manages day-to-day accounting functions; a Bookkeeper (0.5 FTE); a Facilities Manager (1.0 FTE), who ensures the functionality offacilities and equipment; and a Supplies Purchasing Manager (1.0 FTE), who is responsible for procurement and par maintenance for all facility supply needs.

The following positions report to the Director of Patient Education/Medical Director: Director Patient Services (1.0 FTE), who is responsible for assessing overall patient and community needs and developing new outreach initiatives; a Deputy Director of Communications (.50 FTE), who manages communications initiatives, social media, and related inbound marketing channels, and in tum supervises a Digital Content Manager (.50 FTE).

Reporting to the Director of Production will be the Cultivation Team Leader (1.0 FTE), who is responsible for cultivation process adherence and team management, and who tum manages the Cultivation and Trim Teams (1.0 FTE x 17). The Extraction/Infusion Manager (1.0 FTE) who manages the extraction and infusion team (1.0 FTE x 5)

Reporting to the Director of Security will be the Cultivation Site Security Team, which includes 6 Security Specialists (1.0 FTE/each), headed by a Team Leader (1.0 FTE), responsible for perimeter security, site surveillance, access control, and product movement compliance; and a Dispensary Site Security Team, with 2 Security Specialists (0.75 FTE/each), responsible for each of the prior security tasks and patient credentialing, too.

Reporting to the Director of Product Transportation will be the Dispensmy Delivery Team Lead (1.0 FTE), who is responsible for coordinating and manifesting to the transport RMD and Home Delivery, and supervises 8 Delivery Specialists (1.0 FTE/each).

A Dispensary Team Leader (1.0 FTE), who is responsible for staff training and briefings, patient service culture and processes, reports to the General Manager, Dispensary Operations.

Six (6) Patient Services Team members (1.0 FTE/each) will be responsible for patient intake and product provisioning. They report to the Dispensary Team Leader.]

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[2] Organizational chart attached as exhibit 6. I

6.2 Explain the hiring plan for the RMD staff by role, including qualifications and experience by position description. Include a description of the applicant's process to complete a Criminal Offender Record Information (CORI) check on each staff member working at the RMD at hire and on an ongoing basis.

[We intend to conduct an active outreach campaign via job fairs, social media postings, and featured blog articles to targeted candidate pools and members of our host communities. To help train, support, and mentor new hires who may be unfamiliar with regulated medical marijuana operations, we will first seek to hire senior-level individuals with a history of demonstrated medical marijuana success in other jurisdictions.

In our experience, well-suited candidates for entry-level RMD roles should have these diverse employment backgrounds: experience with fast-paced, "high touch" guest-oriented or foodservice environments, such as hotels and restaurants; retail pharmacies; and health care clinics. Qualified cultivation center candidates could likely emerge from the Pioneer Valley flower and herb fanning industry, or other work environments that require an extreme attentiveness to detail.

All candidates will participate in an extensive interview and reference checking process, with the final hiring decision made jointly by the supervising manager and the ED.

All recruiting and hiring activity will conform to our policy of equal employment oppmtunity described in the Section 6.2 response. Additionally, we intend to actively recruit women, veterans, Native Americans, and people of color.

Using the Massachusetts Department of Criminal Justice Information Systems (DCJIS) iCORI website, NETA will conduct CORI checks on all staff members upon hire. NET A's HR Manager, under the supervision of the CFO, shall conduct these initial and twice-yearly follow-up checks.

All positions are listed below. However, space constraints do not allow for a full analysis of every role. Accordingly, position qualifications, required experience, and hiring plans/status are limited to supervisors.

Executive Director/COO: Demonstrated success (4+ years) leading a financially viable multi-facility, vertically integrated medical marijuana dispensary operation in a state-regulated environment. Status: HPO (Hired Per Organizational Chart), Kevin Fisher

General Manager, Dispensmy Operations: Experience (5+ years) with high volume, retail service environments, including an emphasis on patient care and regulatory oversight. HPOC

CFO: Demonstrated leadership experience (10+ years) managing 25M+ budgets and necessary financial corrective actions in a range of industries. HPOC, Amon Vered

Patient Education/Medical Director: Demonstrated success (1 0+ yem·s) providing health education and outreach to culturally and economically diverse populations in regulated environments. HPOC, Andy Epstein

Director of Compliance: Demonstrated success (10+ years) directing and/or enforcing regulatmy compliance in sensitive-use product enviromnents. HPOC, Laura Han·is

Security Director: Extensive experience ( 1 0+ years) with sensitive-use security installations and community-orientated policing. HPOC, Patrick Dente

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Patient Services Director: Extensive experience (I O+years) in health services program management. History of providing support in new/controversial services preferred. HPOC, Leslie Laurie

Director of Government Affairs and Community Relations: Extensive experience (I 0+ years) and relationship history with both local and state officials. HPOC, Barney Frank

Chief Medical Officer: Experience (Medical Degree) in patient care; local hospital affiliation; research or clinical interest in medical marijuana treatment applications. To be hired (TBH)

Director of Science and Research: Extensive background (I 0+ years) and current research projects centered around medical marijuana, with a specific emphasis on cannabinoid-based therapies. HPOC, Raphael Mechoulam, Ph.D

Director of Production: Extensive experience (5+ years) with all aspects of intensive regulated medical marijuana cultivation and processing in a medium to large-scale setting. Ability to manage teams and take appropriate corrective actions. HPOC, Russel Wise

Director of Product Transportation: Extensive experience (5+years) in secure vehicle delivery services. Responsible for ensuring secure, efficient and compliant delivery to the RMD and patient and caregiver homes. TBH

HR Manager: Experience (3+ years) provisioning HR services, policies, and training programs within a healthcare organization. TBH

Accountant: General accounting experience ( 5+years) with a familiarity with medical marijuana industry-specific returns. HPOC, Allison Kusy

Facilities Manager: Extensive (lO+years) physical plant management and maintenance. Strong knowledge ofHVAC, electrical and plumbing systems required. TBH

Cultivation Team Manager: Extensive experience (5+years) of cultivation team leadership of a largescale commercial grow in a regulated medical marijuana program. HPOC, Bryland Thomas

Cultivation Team Leader: Extensive experience (5+years) cultivating medical marijuana in a regulated environment required. TBH

Extraction/Infusion Manager: Extensive (3+years) experience in commercial-scale cannabinoid extraction or compound-specific laboratory practices required. TBH

Trim Team Manager: Solid, reliable trade-based work histmy required. Medical marijuana experience prefened. TBH

Home Delivery/Dispensary Delivery Team Leader: Extensive experience (3+years) in secure vehicle transpmt and dispatching required. TBH

Dispensary Team Leader: Extensive experience (5+years) in fast-paced, service oriented environment. TBH

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Other Roles: Bookkeeper, cultivation team member, trim team member, infusion team member, extraction team member, supplies purchasing manager, delivery specialist, deputy director communications, RMD patient intake specia]

[gj Proof of enrollment with Department of Criminal Justice Information Systems (DCJIS) to complete CORI checks attached as exhibit 6.2

6.3 Provide a detailed summmy of the RMD's personnel policies, including proposed wages, oppmtunities for advancement, the benefits package, and any employment provision required by law that will be offered to employees. Note that the Department will review the RMD's personnel policies as a component of the provisional inspection process.

[NETA is committed to maintaining an organization-wide policy of non-discrimination on the basis of race, religion, color, sex, marital status, maternity, paternity, age, sexual orientation, national origin, disability, political affiliation, income, gender identity, veteran status or genetic information. No discrimination on the basis of any of the above will be knowingly practiced in relation to patient services, personnel policies or NETA operations, including hiring, promoting, demoting, training, benefits, transfers, layoffs, termination, recommendations, rates of pay or other forms of compensation.

NETA welcomes applications fi·om people with disabilities, and is committed to making adjustments and promoting accessibility to reasonably accommodate employees and other persons with disabilities.

Our employment policy is designed to provide equal employment opportunity to all persons on the basis of merit in a non-discriminatory atmosphere. It applies to every aspect of employment, and includes all fulltime, part-time and temporary employees. NETA will advertise its commitment to equal employment opportunity in advertisements of job openings in pertinent publications.

Each employee will receive a 6-month performance review, with an accompanying corrective action and improvement plan. Advancement opportunities will be also be considered as an integral part of this review. NETA is committed to providing oppmtunities for professional growth and advancement for all its employees.

Planned starting annual salaries and hourly wages, by title, less benefit packages, include:

Dispensary Operations General Manager (1.0 FTE) $75k Dispensary Team Leader (1.0 FTE) $55k Dispensary Patient Service (1.0 FTE) $45k

Cultivation Operations Director of Production (1.0 FTE) $lOOk+ production bonus Cultivation Team Leader (1.0 FTE) $80k +production bonus Cultivation Team Members (1.0 FTE) $45k +production bonus Trim Manager (1.0 FTE) $45k Trim Team Member (Hourly) $15.00 Extraction/Infusion Manager (1.0 FTE) $55k Extraction/Infused Products Team Member (Hourly) $20.00

Transportation Operations Director of Product Transportation (1.0 FTE) $60k Delivery Specialist (1.0 FTE) $40k

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NETA intends to provide employees an appropriate benefits package and any employment provisions required by law, as outlined below in abbreviated summary form.

Holidays: On a fiscal year basis NETA recognizes the following ten days as paid, legal holidays: July 4th, Labor Day, Columbus Day, Thanksgiving Day and the Friday following (not a legal holiday), Christmas, New Year's Day, Martin Luther King Day, President's Day and Memorial Day.

Vacation: Vacation rates for all employees who work 40 hours per week are eamed each pay period per the below schedule. These amounts will be prorated for part-time employees who work at least 20 hours per week.

Employees eam 3.08 hours (2 weeks) in their first year Employees begin earning 4.62 hours (3 weeks) beginning on her/his one year anniversary Employees begin earning 6.15 hours (4 weeks) beginning on her/his five year anniversary

Sick Leave: Full-time employees shall accrue 8 hours of paid sick time per month of active employment or paid leave (not including leaves covered by insurance or Workers Compensation). Sick time will be pro-rated for part-time employees scheduled to work 20 or more hours per week.

Bereavement Leave: In the event of the death of a child, spouse/partner, parent, sibling, grandparent, grandchild, parent of spouse/partner or a person living in the household, employees may be granted up to three (3) days of paid bereavement leave within 7 days of the date of death.

Leave of Absence: An employee may request an unpaid leave of absence for reasons umelated to the Family and Medical Leave Act, by applying in writing to her/his immediate supervisor.

Family and Medical Leave Act (FMLA): Employees who have been employed by NETA for at least 12 months and have worked at least 1,040 hours during the twelve months preceding the request for leave are eligible for the family and medical leave. Other leave entitlement requirements exist, as detailed in our Employee Handbook. During FMLA leave, NETA will maintain the employee's health coverage under any "group health plan" on the same tenus as if the employee had continued to work.

Health and Dental Insurance Benefits: NETA plans to offer a generous health and dental insurance plan. NETA will determine the level of employer contribution. Before coverage (family, two-person or individual) becomes effective, the employee must authorize payroll deductions.

COBRA: NETA will comply with federal COBRA regulations that provide for the limited continuation of health and dental coverage for employees and their families following termination, divorce, death or if a child reaches the age limitation of the insurance plan.

Workers' Compensation: NETA will cany a Workers' Compensation insurance policy. If an employee is injured as a result of an accident or illness on the job, she/he may be eligible for Worker's Compensation benefits. The amount of benefits payable and the duration of payment depend upon the nature of the injury or illness.

Unemployment Compensation Benefits: In the event of separation from NETA, staff may or may not be eligible to receive unemployment compensation benefits by applying to a local office of the Department of Employment & Training (DET). Accordingly, NETA will abide by current law in issuing an informational

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ORIGINAL-NewEngland Treatment Access, Inc. #2

notice to all separating employees advising them of their right to file a claim for unemployment insurance benefits.

Retirement and 401K Plan: Employees who have worked a minimum of twelve months as of June 30th may be eligible to pmticipate in NET A's 401K retirement plan.]

6.4 If known at the time of submission, provide the name and the role/title of each dispensary agent that the proposed RMD intends to employ. If the identity of dispensary agents is unknown at the time of application, indicate N/ A.

[2] Completed list of known RMD staff attached as exhibit 6.4

6.5 Describe the applicant's staff development plan, including a detailed description of all proposed training(s) for dispensmy agents.

[We recognize that newly hired staff members may be unfamiliar with palliative care and medical marijuana's valuable role in helping to address debilitating conditions of registered qualifying patients. Also, new agents may not have worked in an environment that is as tightly regulated, evolving, and high profile as Massachusetts's program will be. Staff development will instill in our team a rich appreciation for the "why" of our work, as well as the "how". Accordingly, we intend to heavily invest in training and ongoing education for all employees, no matter their incoming experience level or role within the organization.

Our planned process will begin with a full day orientation and policy and procedural training, conducted by NET A's Executive Management Team. We will ground the day in NET A's mission, vision and values. Regulatory compliance will be underscored. We'll discuss the philosophy of palliative and compassionate care, and how it can be provided in a safe and regulated environment. We'll provide a brief history of medical marijuana in Massachusetts, especially following the passage of Question 3.

Overall company policy review will include the following topics:

•Sexual Harassment policy (Reviewed upon hire and annually with all employees) • Employee-at-Will •EEO (Equal Employment Opportunity) •Other forms of harassment and filing complaints internally and externally with EEOC (Equal

Employment Opportunity Commission) and MCAD (Massachusetts Commission Against Discrimination) •Worksite Safety • Rules and regulations governing medical marijuana, with detailed emphasis on patient safety and

facility security •Anti-diversion •Facility access and security protocols •Confidentiality, patient privacy, and HIP AA compliance • Disaster preparedness •Alcohol and dmg free work policy •Employee Performance Evaluations •Exempt vs. Non Exempt and Ove1time Classification in accordance with FLSA law (Non Exempt

employees who work in excess of 40 hours in any given 7-day week will receive 1 Y, times employee's hourly rate in accordance with federal and state law)

•FMLA and MMLA (Eligibility and Rights) • Insurance benefits •Benefit Time •Workers Compensation • Unemployment Compensation

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•Retirement and 401K • Whistleblower policy and reporting of wrongdoing

Position-specific training will vary by role and responsibility. Listed below are key groupings, and a training outline

Patient Provisioning agent -- Levell (2 weeks) • Viewing MJFreeway (MJF) instructional videos, position specific •Patient education/cannabinoid dosing and therapies module-- designed by Andy Epstein •One-day learning tour of cultivation facility to provide exposure •Full week of"shadowing" cmTentprovisioning agent •Operating manual walk-through including: oPatient identification, 60 day supply compliance, proper packaging and labeling, cash handling

•Final testing of knowledge. Must pass with a 100% score. Can re-take.

General cultivation staff (1 week training/! month "shadowing") • Viewing MJF instructional videos, position specific •Manual provided and testing on subjects including: oSeed getmination, sexing, cloning, transplanting, strain differentiation, pruning, training, watering,

nutrient-mixing, ph-ing, data-logging, light adjustment, humidity and temperature control, life-cycle determination, mold and pest identification, nutrient-deficiency identification, drying, curing, trimming, cleaning and sterilization of facility

•One-day learning tour ofRMD •Final testing oflmowledge. Must pass with a 100% score. Can re-take. •On-going reviews/corrective action plans

Reception/Patient Intake • Viewing MJF instructional videos, position specific •One-day learning tour of cultivation facility. •Manual provided and testing on subjects including: oPatient identification, job-specific security issues, conflict management.

•Final testing oflmowledge. Must pass with a 100% score. Can re-take.

Non-edible Infused Product Producer (2 week training) • Extensive "shadowing" • Viewing MJF instructional videos, position specific. Testing to follow. •One-day learning tour ofRMD •Role-specific emergency preparedness training including volatile gas and general safety • Manual provided and testing on subjects including: oSafe butane extraction, proper butane purging, water extraction, alcohol extraction, dry sieve

extraction, RemPen fluid production and metering, packaging, labeling, sanitation •HACCP training •Final testing of knowledge. Must pass with a 100% score. Can re-take.

Edible Infused Product Producer (2 week training) •Nearly all "shadowing" • Viewing MJF instructional videos, position specific. Testing to follow. •One-day learning tour ofRMD •Required completion and passage of ServSafe's "Foodhandler Training and Exam" process

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•Manual provided for MIPs and recipes

Transportation Specialists (2 week training) • Viewing MJF instructional videos, position specific. Testing to follow •Two day shadowing ofRMD agents •One-day learning tour of cultivation facility • Completion of security service provider's basic practices and policies •Once NETA is operational, new specialists will be required to pair with veteran specialists for a

minimum of I month •Manual provided on subjects including: oPatient identification, 60-day supply compliance, cash handling, safe vehicle operation, law

enforcement interaction, radio and reporting. •Final testing of knowledge. Must pass with a 100% score. Can re-take

Security Specialists • Will be contracted through 3 rd patty • Will be required to undergo "Training for all team members" •3rd party policies will be reviewed for comprehensiveness/conformity

Team Leads and Managers •Two Phases oStatt-up aAny individual not already participating in the medical marijuana industry will train for 1-4 weeks in

Colorado at a licensed facility a Comprehensive role-specific testing aPatticipation in NETA facility set-up oTraining/on-boarding post-launch •Extensive mentoring by EMT]

7. Operations and Programmatic Response Requirements

7 .I Explain the RMD start-up time line, including evidence that the RMD will be ready to dispense within that proposed time line if the RMD receives a provisional certificate of registration by the Department. The time line must detail, by location, the start up period, including key benchmarks, leading up to the Department's final inspection.

[Timeline Explanation

NETA understands the need for registered qualifying patients to gain access to medical marijuana therapies in as short a time frame as possible. Upon receipt of a provisional certificate of registration by the Department, we will launch a fast-track project to enable us to dispense marijuana and MIPs from our RMD site within 180 days. Importantly, we have already successfully addressed key resource issues and potential obstacles/bottlenecks that could cause delays.

Explanation of key issues, project stages, and completion benchmarks each facility are as follows:

Key Issues:

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Funds-- NET A's effmts are fully funded by Howard Kessler, a noted Boston-area health care philanthropist, who has committed funds sufficient to meet our capital and operating expense requirements, as listed in Exhibit 4.3.

Design and Construction Resources --In September, we retained Nadaeu Corp. as lead general contractors, Vision3 Architects, and CEC Engineering. Together, they've prepared a detailed project plan for each facility, which we will continue to develop in anticipation of receipt of a provisional certificate of registration.

Building availability-- Our leased Franklin cultivation facility is cunently unoccupied. Immediately upon receipt of a provisional certificate of registration, we will begin build-out. Our leased Northampton RMD site will become available on 3/1/14.

Permits/Local Support -- We've already made considerable investment in outreach to each municipality in which we intend to site cultivation and dispensary facilities. Our ED has recently participated in meetings with the Town of Franklin's Planning, Fire, and Engineering Departments. Town officials pledged their support to expedite all necessary permitting. In Northampton, site of our dispensary, officials have been equally committed to ensure that permitting proceeds without undue delay.

Talent Resources --Kevin Fisher, our ED/COO, has extensive experience with large-scale medical marijuana site buildouts in his home state of Colorado. He will be on the ground at both sites from the start. We've already assembled a dedicated internal team of medical marijuana and health care professionals-- not extemal consultants. All will be available 1/31/14.

Stages/Benchmarks:

Infrastructure install --By 1/31/14, we will we be ready to execute our plans for IT infrastructure, HR and security systems, and patient education/outreach activities. Project launch will occur upon provisional registration receipt. Our technology "backbone" will be fully operational by 3/15/14.

Cultivation center build-out/launch-- We will take full advantage of the DPH's commitment to phased, provisional inspections. NET A's modular room design allows for cultivation to take place in a clean, environmentally controlled setting without requiring the totality of construction to be completed. Our access to proven marijuana genetics and on-staff, non-contracted cultivation expertise will allow us to jump-start our growing efforts with pest and systemic disease-free stock. As soon as provisional registration has been issued and security equipment is installed, "mother" plants will be started in the grow facility. Within 3 weeks, these plants will be large enough to begin taking clones. Once rooted, the clones will be transferred to the vegetative area ofthe cultivation facility. From there it will be an average often weeks until the first plants are harvested.

Once dried marijuana is available, infused product production will begin. NET A's management brings with it tested production methods for dozens of marijuana concentrates, edible products, topical ointments, vaporizer solutions, tinctures, and capsules/pills. Our patients will have access from day one to the same widerange of products available in states with mature medical marijuana programs -- an experience typically unavailable at new facilities.

Recruiting/Onboarding/Training -- Individual team leaders will conduct recruiting, with direction Jl'om our HR team and ED. We've already received commitments from candidates for key roles. The incorporation of expertise from established medical marijuana operations is critical. If an aggressive timeline is to be implemented, it's imperative that a comprehensive knowledgebase of compliance, security, cultivation, infused

47


product production, and patient management protocols upon receipt of provisional registration. Intensive training, as outlined in our Section 6.5 response, will commence at time of hire.

Dispensary build-out/launch- Build out and finishing ofthe dispensary will occur simultaneously with the cultivation and processing of product at the cultivation facility. The experienced construction team described above will manage both.

Patient Provisioning -- NETA possesses both industry-specific and overall business experience required to train our dispensary agents to successfully provision products to registered qualifYing patients at the time of the opening of our RMD. ]

~ Start-up time line with clear benchmarks and dates attached as exhibit 7.1

7.2 Provide a detailed smnmaty of the year-one operating plan, including key business check-in points over the year that will inform business practice improvements.

[Per the Depmtment's instructions, our year-one operating plan statts 811/2014, the day we project to open our doors to the public.

The summary focuses on critical foundational milestones, the achievement of which will drive our ability to scale to meet future patient demand. Milestones will be grouped by operating quarter, operational focus area, roll-up short-term business activities, and patient care outcomes. Key check-in points will be tracked as objective-driven outcomes (ODO) within a comprehensive project management tool accessible to all members of the EMT.

"Day 1" + Ql/Q2/Q3/Q4 Infrastmcture -- RMD and Cultivation Center (CC)

Milestone: Facility build-out completed -- RMD/CC Activities: -Execute project plan, per 7.1 Measurements: -RMD: Readiness to securely provision patients upon opening -CC: Demonstrated capacity-per "Day One" projected need & continued production sufficient to meet immediate and longer-term patient demands

Cultivation/MIPs Production Milestone: Superior quality flower products and MIPs provisioned to patients Activities: -Add experienced CC room managers as operation scales -Deploy advanced techniques from "first seed" no "learn as you go" -Embed an adaptive culture/continuous improvement ethic into operation from the start Measurements: -Lab results for contaminants/pathogens -90%+ "superior" responses on patient feedback score sheets -Strain variety counts; daily strain offerings Milestone: Product volume matches patient demand Activities: -Maintain tight crop rotation schedules

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-Maintain clean environment to prevent crop failures -Continual refinement of projection analysis based on cunent and past demand trends Measurements: -Minimum yield flower benchmarks: cured product of .5 gram per watt of flower lighting -Trend of 3rd party supply needs -Analysis of daily retail strain availability

StaffRecmiting/Onboarding/Training/Retention Milestone: Adequate staff/experience levels to deliver superior support to "Day One" patients and meet projected Q2 patient count increase Activities: -Aggressive recmiting pre/post opening -Practice of all-hands-on-deck ethic by all managers -Exhaustive on boarding, including practical hands-on training of all leadership -Ongoing training Measurements: -Patient experience survey data -Average time/visit -Retuming patient ratios

Patient Service and Satisfaction Milestone: Patient service needs meet 90%+ satisfaction Activities: -Deploy patient support effort, per strategic plan Offer spot feedback oppmtunities to all patients -Conduct comprehensive patient experience and satisfaction survey: 2 months+6 months+9 months Measurements: -Survey results, per above -Anecdotal feedback

Home Delivery Efficacy Milestone: Home delive1y service successfully meets programs goals Activities: -Deploy 7.8 response plan -Conduct patient satisfaction survey; analyze results Measurements: -Coverage area -Resource allocation: actual vs. budget -Patient satisfaction survey data

Community Outreach/ Acceptance Milestone: Positive community/stakeholder support level achieved Activities: -Deploy plan, per Section 5.7 response -Conduct stakeholder understanding and experience survey; analyze results Measurements: -75%+ positive feedback -Continued feedback/response loop

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j ORIGINAL- New England Treatment Access, Inc. #2 !

Security/Incident Response/Compliance Milestone: Plans successfully deployed throughout operating year Activities: -Deploy plans, as summarized in 7.15, 7.16, 7.17 -Create "culture of compliance" Measurements: -Total incident #'s vs. %preventable - Reporting procedures followed - Root cause analysis effected, with corresponding corrective actions

Budget/Cash Management Milestone: All budget differences identified/analyzed each quarter Activities: -Conduct monthly/quarterly expense reviews and management updating -Track all expenses to strict bottom-up budget projections -Track daily/weekly/monthly revenue to projections Measurements: -Actuals vs. budget accounting -Full 6 month and annual audit]

7.3 Describe the applicant's knowledge of(and experience with) growing methods to be used in the cultivation of medical marijuana. Note that a copy of the marijuana cultivation and management plan will be reviewed as a component of the provisional inspection process.

[Russel Wise, Director of Production, and Bryland Thomas, Cultivation Team Manager will manage NET A's cultivation operation, under the direct oversight of Kevin Fisher, ED/COO. Combined, they possess over thirty years of legal medical marijuana cultivation experience using a variety of models and approaches, with a particular emphasis on organic and pesticide-free practices. They have cultivated medical marijuana in both indoor and greenhouse environments, incorporating situation-specific mediums, methods, and techniques such as soil, soilless, aeroponic, top feed, ebb and flow, undercun·ent, deep water culture, sea of green, screen of green, and perpetual harvest.

The 20,000 square feet of aggregate indoor cultivation space they've developed in Colorado supplies Kevin's processing facility as well as his 'Type 3' medical marijuana center, the largest license class as determined by the State. They have consistently produced plants and flower products with strong cannabinoid and terpene profiles, and reported above-average medicinal efficacy.

Our team's shared experience and technical expertise as cultivators and managers will be directly embedded into the methods intended for use in our 70,000 square foot Franklin facility. Leveraging their Colorado experience, we will internally source 100% of flower material needed to meet our supply requirement projections. This will also allow for condition-specific strain availability; speed to market; reliability of quality and purity; and rapid scalability as dictated by likely patient demand; and high CBD-to-THC ratios.

As shown in our Section 4.3 and 7.1 responses, NETA possesses the capital resources required to quickly launch a large-scale facility. We have already made significant investment into the planning, design, and preparations necessary to bring product to patients within 6 months of provisional registration receipt.

General features of our approach include:

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• Ultra-clean work environment: As described in our response to Section 7 .4, we will establish environmental controls throughout the facility, including mandated hygiene requirements, coveralls, air showers at the restricted area entrance, and routine deep cleaning of all surfaces and equipment.

• Modular facility layout: The vegetative and flowering areas of the facility will be constructed in a modular format with individual unit footprints of approximately 1,000 square feet, permitting us to stagger full facility build-out and commence cultivation quickly upon receipt of final registration. These smaller scale rooms will contain the spread of any potential plant pathogens, thus ensuring early and consistent delive1y dates for product, per our plan attached as Exhibit 7.1. Precise environmental controls can be adjusted for each unit to accommodate specific strain demands. We will assign one cultivation staff member per unit, creating a sense of individual "ownership" for harvest outcomes and product quality.

Specific methods that are currently utilized in the ED's cultivation operations and which will be scaled to ensure flower production, quality, and variety include:

• Customized algorithm/for individual strains and rooms applied in a perpetual harvest environment which will structure scheduling for rooting, vegetative, and flowering stages to maximize flowering-footprint utilization.

• Comprehensive breeding program • Strain rotation • Tight environmental controls: heavy investment in state-of-the-art HVAC systems; routine, filtered,

fi·esh air circulation (plants need fresh air to thrive); 60% humidity in vegetative rooms, 40% humidity in flower rooms.

• Appropriate harvest date recognition as determined by trichome coloration as pertinent to each strain, while accounting for intra-strain variability harvest-to-harvest.

• Proper cloning from female stock that reduces plant stress and deleterious hormone production • Reverse-osmosis purification of water: our water reports from the proposed cultivation facility's

municipal water system shows: total dissolved solids of 450 ppm and chloride levels of 194 ppm. These must be removed for the development of reliable feed schedules and nutrient solution assessment.

• Organic nutrient solutions • C02 emichment to 1200 ppm, which allows for increased yields and flower density. We recognize

that this is only useful when all other aspects of the growing environment are optimized and all other variables have been stabilized.

• Proper lighting intensity: moderated T5 fluorescence in the clone areas; -4,500 lumens per sqft. in the vegetative areas; and -10,000 lumens per square foot.

• Proper lighting spectrum: a preferred mix of cool and wann wavelengths for vegetative vigor and a focus on warm wavelengths for the flowering cycle including 660nm wavelength emichment.

Specific cultivation styles, techniques and equipment that are cunently utilized in our ED's Colorado cultivation operations and will be applied in our proposed Franklin facility include:

• "Ebb and Flow" • 2' x 4' tray tables for clones • 4' x 8' tray tables for vegetative plants • 3' x 6' tray tables for flowering plants • Stage & strain specific potting sizes, pint, quart, 1 gallon, 3 gallon • 90 gallon solution reservoirs for veg and flower • Well-aerated and well-mixed solutions • 66-68 degree temperature solutions • Metered watering schedules w/ human oversight • Digital monitoring of ec and ph • Routine reservoir changes

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• Thorough flush before harvest • "Sea of Green"(SOG) "Screen of Green"(SCROG) • Topping & fimming • Maximized canopy area • Constant, individual, and redundant attention and maintenance of plants • Clones to be taken from both mothers and vegetative plants • Scheduled tissue culturing to assure genetic vitality

We believe that the use of the above practices will allow us to produce the highest quality medicine for the Commonwealth's patients, and also prevent catastrophic crop failures due to pathogenic infestation.]

7.4 Describe steps that will be taken to ensure the quality of the medical marijuana, including purity and consistency of dose and the presence of potential contaminants. Include a description of the testing process and frequency, quality standards, and plans to engage with a lab to conduct the testing. Note that a copy of the RMD's quality control plan will be reviewed as a component of the provisional inspection process.

[NETA 's procedural steps to ensure high quality, dose-consistent, contaminant-free medical marijuana include the cultivation and MIPs production practices contained in application responses 7.3 and 7.6, respectively. All staff members shall adhere to sanitary requirements as outlined in 105 CMR 725.(C)(6)

These steps start with strict sanitary protocols and personal hygiene requirements for all cultivation center staff, as outlined in our personnel manual, and include, but are not limited to, the following: depositing of non-essential personal belongings in sequestered locker rooms upon first entering the main facility; coverall and head covering for all employees/authorized visitors; and, before entering the cultivation area, mandated use of secondary locker/changing rooms for air-showering and further change into fi·esh clothing, a coverall, and a hair-net.

All medical marijuana products will tested at Franklin-based Pro Verde Laboratories, with whom we've executed an LOI. Testing will be conducted under Good Laboratory Practices (GLP) guidelines and ISO 17025 certification, consistent with 105 CMR 725.105.

Product testing objectives include both qualifying and quantifying the potential medicinal benefits. This would include evaluating the profiles for both cannabinoids and terpenoids, both of which have been anecdotally reported to have patient treatment outcome value. Cannabinoid profiles will include identification and quantification of the predominant compounds present in a sample, and may include THC, CBD, CBN, CBG, CBC, and the acid forms of each of these (THCA, CBDA, CBNA, CBGA, and CBCA). Terpenoid profile should include the most abundant terpenes present and may include myrcene, limonene, linalool, alpha-pinene and trans-caryophyllene in addition to others. Pro Verde Laboratories will focus on the application of Convergence Chromatography to these evaluations using the UltraPerformance Convergency Chromatography instrumentation. This technique utilizes supercritical carbon dioxide in place of the hazardous solvents typically used for chromatographic analyses, dramatically reducing the amount of hazardous waste generated, and minimizing the impact to the environment.

In addition, all cannabis products will be tested for the presence of pesticides and microorganisms, including bacteria and mold which may present a health risk to patients, many of which may be immune compromised with increased sensitivity to these toxic components. Additional testing is available for mycotoxins, a secondary toxic byproduct of mold. Molds such as Aspergillus, Pennicillium and Cladosporium can be found in almost all marijuana plant material, but testing should insure that levels of mold and mycotoxins are within acceptable levels under general guidelines for herbal products. Real time PCR ( qPCR)

52


will be used to identify and quantifY the microorganisms present, while additional chromatographic techniques, in combination with monoclonal antibody-based ImmunoAffinity assays, can be used to detect the presence and levels of mycotoxins in a sample. Similar chromatographic methodologies will used for the identification of plant growth regulators in medical marijuana products.

Samples will be tested for the presence of heavy metals using X-ray fluorescence. For samples of flower, residual moisture will be measured; for cannabis extracts, residual solvents will be measured.

Any marijuana plan material or product, along with its associated batch in which contaminants are found to be present, shall be disposed of in a manner consistent with the procedures contained in our 7.5 response.

We will strictly adhere to all testing fi·equencies as determined by the DPH. Testing results will be retained for no less than I year.

To ensure accurate and consistent dosing and labeling, no infused products will be produced until the cannabinoid profile test results are made available for the utilized batch of concentrate. ]

7.5 Describe the applicant's plan to dispose of excess or damaged plants or products, including security and plans to avoid diversion. Note that a copy of the RMD's marijuana disposal plan will be reviewed as a component of the provisional inspection process.

[All solid excess, damaged, and waste plants or products shall be physically disposed of in a uniform manner by grinding such products with an equal amount of non-marijuana material (at least 50% by weight), consisting of either paper, plastic or cardboard, before the resulting matter is removed to a permitted solid waste management facility.

Solid marijuana waste disposal units shall consist of a "Predator" model 6\12 hp gas-powered chipper/shredder mounted to a wheeled pedestal that shall accommodate a fifty-five gallon refuse container placed beneath the discharge outlet of the shredder.

To minimize contamination of any quality, usable marijuana product stored within aNETA licensed facility, these disposal units will be stored outside of the licensed facility but inside a locked, secure, and limited-access enclosure located within the overall security perimeter.

Refuse containers that are used only for short-term storage of waste marijuana material before grinding shall be marked either as "Waste Plant.Material" or "Waste Marijuana Products."

Grinding of the waste material shall be conducted only once per day. Material designated as excess, damaged, or waste by a supervising NETA staff member shall be weighed and labeled with its weight in grams. ANETA staff member shall then retrieve an equal amount, by weight, of waste paper, plastic, or cardboard and label that material's weight, before proceeding to the grinding process.

No fewer than two separately reporting NETA staff members, including one security staff member, shall take the marijuana and non-marijuana product to the waste disposal unit storage area. The equal amounts of marijuana and non-marijuana waste material shall then be processed through the waste disposal unit. These staff members will then sign a log verifYing the quanitity disposed, the manner of disposal and the staff present during disposal. Precautions as designated in OSHA's "Chipper/Shredder Safety for the Landscaping and Hmticultural Services Industry" shall be adhered to at all times when operating the waste disposal unit.

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The resulting matter shall be removed to an all-metal, locked refuse bin place outside of the licensed facility but inside of a limited access area within the secured perimeter of the facility.

At no time will any of the damaged or waste marijuana products be removed to an area of the facility that is not visible via our video-based surveillance system. The entire process of disposal will be videorecorded, with a time-stamped record of its start and finish, for auditing purposes.

This material shall then be removed to a solid waste management facility that holds a valid permit issued by the DEP or appropriate state agency.

To ensure that there is no diversion of this material, any marijuana plant matter which is generated and disposed of in this mmmer by NET A's licensed facilities shall be accounted for in a manner compliant with our inventory practices as outlined in 7.7 of this application.

Our licensed facilities shall also accept at no charge any unused, excess, or contaminated marijuana from a registered qualifYing patient or caregiver and dispose of this material in a manner identical as described above. Written records including the name of the supplying registered qualifying patient or caregiver shall also be maintained. Returned product will be tracked using its corresponding unique inventory code, as found on the original packaging and in the accompanying patient purchase record, also described in 7. 7 of this application.

In an effort to reduce the amount of net solid refuse generated by NET A's licensed facilities, all paper, plastic or cardboard waste fi·om all facilities shall be retained internally for use in this disposal process.

Liquid waste containing marijuana or marijuana by-products shall be disposed of in compliance with requirements for discharge into surface water (314 CMR 3.00), groundwater (314 CMR 5.00), and sewers (314 CMR 7.00)]

7.6 If the proposed RMD intends to produce M!Ps, describe the types and fonns of M!Ps that the RMD intends to produce, the methods of production (including sanitation and food protection processes), and procedures for labeling, storing, disposing, dispensing, and tracking MIPs. Note that a copy of the MIPs production plan will be reviewed as a component of the provisional inspection process. If the RMD does not plan to produce MIPs, indicate N/ A.

[We will produce a comprehensive range ofMIPs to meet a variety of patient administration needs. These include, but are not limited to:

• Hashes/Concentrates • Edible products, including beverages • Tinctures • Topicals • Capsules/pills • Personal vaporizer solutions

MJ Freeway (MJF), a HIPAA-compliant, cloud-based software system designed specifically for medical marijuana dispensaries, will serve as the foundation ofNETA's inventory management program. MJF integrates point-of-sale (POS), inventory control, cultivation process management, and patient record management modules.

We will use the system to generate legible, firmly affixed and detailed labels for all MIPs, on which the wording is no less than 1116 inches as required under 725.105 (E)(3), and include information as listed below:

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• The registered qualifying patient's name • The name and registration number ofthe RMD that, together with the RMD's telephone number and

mailing address, and website infonnation, if any • The name ofthe product • The quantity of usable marijuana contained within the product as measured in ounces; • A list of ingredients, including the cannabinoid profile of the marijuana contained within the product,

including the THC level • The date of product creation and the recommended "use by" or expiration date; • A batch number, sequential serial number, and barcode when used, to identify the batch associated

with manufacturing and processing • Directions for use of the product if relevant • A statement that the product has been tested for contaminants, that there were no adverse findings, and

the date of testing in accordance with 105 CMR 725.105(C)(2) • A waming if nuts or other known allergens are contained in the product • This statement, including capitalization: "This product has not been analyzed or approved by the

FDA. There is limited information on the side effects of using this product, and there may be associated health risks. Do not drive or operate machinery when under the influence of this product. KEEP THIS PRODUCT AWAY FROM CHILDREN."

Additionally, all edible MIPs that resemble a typical food or beverage product will be packaged in an opaque package and labeled as required; provided that no MIP's produced shall resemble candy.

All production ofMIPs for oral consumption will take place in our registered processing facility. Production areas for these items shall meet all standards as required by 105 CMR 590.000. The infusion/extraction manager shall provide evidence of satisfactory completion of ServSafe's (or equivalent) "Manager Training and Examination" process as required by 105 CMR 590.003(A)(2). All other employees involved with production of these items shall undergo, and pass, ServSafe's "Food Handler Training and Examination" process. Employees involved in MIP production shall adhere to all sanitary requirements as set fmth in 105 CMR 725.105(C)(5) & (6).

Hashes will be produced using water, C02, alcohol, butane, and dry-sieve extraction processes. Intemal transfer of raw flower product for concentrate production will be recorded in MJF. All weights will be taken on certified scales under video surveillance. Butane storage and use will be compliant with OSHA guidelines established in 1910.110. C02 storage and use will be compliant with OSHA guidelines established in 1910.101. All hashes produced using butane or alcohol will be heat and vacuum purged, then tested to ensure residual solvent levels ofless than 100ppm remain. These methods are currently utilized in our ED's facilities in Colorado and hashes with cannabinoid purities of up to 97.81% have been produced.

NETA Director of Product Safety and Quality, Russel Wise, founded the The Growing Kitchen, leading Colorado-based MIPs manufacturer. We will leverage his years of experience producing symptom and dosagespecific edible products to provision a wide-range of offerings from "Day One" of operation.

Topicals will be developed in collaboration with Little Moon Essentials, a socially responsible enterprise dedicated to making the most therapeutic and natural body care products on the market. Many are gluten-free, and all are without preservatives and artificial ingredients. Product offerings will include dosage and symptomspecific lotions, balms, ointments, bath salts, and salves.

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We will also provide for sale dose-controllable, portable, vaporizer solutions, such as RemPen line of personal vaporizers developed by our ED/COO, that are currently available in Colorado dispensaries. For many patients, the most efficacious method of cannabinoid ingestion is via pulmonary administration. We recognize that it is ve1y difficult, and in some physicians' opinions deleterious, to combust raw cmmabis flower in an attempt to create a measured dose. To help address this challenge, we will offer strain and dosage-specific concentrate-based vaporizer liquids. These liquids can be used in a variety of OEM devices offered in the RemPen line of products and can scale individual cannabinoid doses to as low as 2.5 mg.

Warehousing of all infused products will be in the climate controlled secured storage room (SSR) in both the cultivation facility and RMD.

Due to the fingerprint scanning

technology employed with these locks, it will ensure that even if a master RFID key card is stolen, secure access to the SSR will not be compromised. Perishable products will be stored according to batch number in refrigerated compmiments within the SSRs.

Dispensing of all MIPs will be in compliance with 725.105 (F). MJF will track and record all purchases as described in application responses 7.7 and 7.8.

Refer to application response 7.5 for MIP disposal procedures.]

7.7 Describe the applicant's inventmy management program, including seed-to-sale tracking procedures, prevention of diversion, and storage of marijuana products. Note that a copy of the inventory management program policies and procedures will be reviewed as a component of the provisional inspection process.

[MJ Freeway (MJF), a HIP AA-compliant, cloud-based software system designed specifically for medical mm·ijuana dispensaries, will serve as the foundation ofNETA's inventory management program. MJF integrates point-of-sale (POS), inventory control, cultivation process management, and patient record management modules. MJF officials have guaranteed compatibility with the DPH's electronic registration and dispensing tracking system. If it is not, processes mirroring the description below will be applied within the State's system.

Only trained supervisors will be permitted to edit values within the MJF system. Additionally, any edits, the reason for each edit, and the editing usemame will be recorded in perpetuity for review.

MJF's GrowTracker and Gram Tracker modules will allow select NETA staff to track real-time inventory of all plants and products at each NETA facility. Tracking begins at the cultivation facility. When a clone is taken from existing stock, or a seed is germinated, a Senior Team Member, using a unique user ID, will input relevant descriptive data into the GrowTracker module and the program will generate a unique identifYing serial number (UI) and barcode. As a plant progresses through its growth stages, its status will be updated from clone, to vegetative, to flowering. The identifier, which is attached to the plant's cultivation container when generated, remains constant.

When the plant is ready for harvest, its UI will be transposed into a new group known as a "batch." A batch can be defined as single sh·ain harvested from a single cultivation unit on the same day. All plants within this batch will now be identified by a new, unique "batch number." At this point, gross plant count will no longer be the important metric. Instead, weight in grams becomes the critical tracked value. This marijuana will be weighed repeatedly, on certified scales accurate to 1/1 OOth of a gram, on video camera. The first recorded weight will be that of the "wet" weight of all the plants in the batch. Primary trimming will commence and the wet weights of the usable marijuana and resulting waste will be recorded.

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Following the drying and curing ofthe marijuana batch (which takes place in a climate-controlled, structurally reinforced area), a secondaty trim of the product will commence. This product will then be weighed separately as dried marijuana and waste. These weights will again be recorded both manually and input into MJF. MJF will generate a label for each package of marijuana, which lists the batch ID number, gross weight, and net weight.

These labeled packages will be transfened under supervision to the cultivation facility's secure storage room.

Access will be limited to select supervisory staff. The weight of each

package will be recorded both on intake, and distribution from the secure storage room.

All infused product manufacturing will be recorded in a similar manner prior to the finished products being entered into the MJF system. Production for these items will take place in the same facility as the cultivation of marijuana. Thus, all transfers will be internal.

For concentrate production, weights of incoming raw product will be recorded both in a manual log, and in MJF. Finished product weights and waste will be recorded. A batch number will be assigned by MJF, in a manner identical as that for dried flower, i.e., the same strain processed on the same day via the same method will constitute a batch.

Infused product production tracking is similar to the concentrate methodology. In this case, however, incoming concentrate weight will be recorded, rather than dried flower. A batch will be defined as the same product produced from the same batch of concentrate with the same potency and profile. Finished concentrates and infused products will be stored within the same secure storage room as finished dried flower marijuana prior to distribution to the RMD.

Protocols as described in the response to application item 7.8 will be enforced for the transportation of marijuana and marijuana infused products fi·om the cultivation facility to any NET A-registered RMD. Each RMD will have on premises a reinforced, vault-like secure storage room similar to the cultivation facility's storage room. Protocols for accessing this room, and checking products in or out, will be the same as those for the cultivation facility. Initial receipt of product will be done in "package" increments as defined by the MJF system. Staff will weigh each individual package and generate a new label, which includes the package's gross and net weights, as well as a unique package identifying number and full ingredient list. Intake gross weight variances of more that 5% are not permitted for input by the MJF system. If such an event occurs, the General Manager or his supervisor will be required to investigate, document, and address the occmTence.

The RMD Team Leader shall complete daily initial inventory allocation and nightly inventory reconciliation for staff responsible for provisioning. All provisioning activities of marijuana products will occur within MJF 's retail module. Verification of patient registration status will take place at the secure patient intake area, and then again at a patient provisioning station. MJF allows RMD staffto upload and reference scanned copies of a patient/patient caregiver's photo ID and other referenced paperwork, which NETA security staff will use to validate identity. Warnings of expired registration cards and approaching purchase limits are also displayed within the MJF system. ]

7.8 Describe how the applicant will transport marijuana, whether between the cultivation and dispensing site or between the dispensing site and a patient's home, including provisions for preventing diversion and tracking inventory during transport. Include a description of the RMD's proposed home delivery protocol, including an

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ORIGINAL- New England Treatment Access, Inc, #2

identification check of the registered patient or registered personal caregiver and record keeping. Note that a copy of the transportation program policies and procedures will be reviewed as a component of the provisional inspection process.

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7.9 Define the applicant's service area and provide an analysis of the projected patient population and projected need in the service area of the proposed RMD, including the applicant's strategy for delivering culturally competent and linguistically appropriate services.

[Identifying our RMD service area, corr-esponding projected patient population, and related need requires hard data as well as educated assumptions. While relying primarily on data from the Massachusetts DPH, we have also considered contributing factors such as potential utilization by patients fi·om nearby communities who may choose our facility due to it accessibility via Pioneer Valley Transportation's R44 bus route, which stops directly in fi·ont of the building. There are also ample parking spots at the location.

In Northampton (population 28,548, 35.8 square miles), we !mow the leading causes of death are heart disease and cancer, followed closely by stroke and mental disorders. Lyme Disease and Hepatitis C are the most prevalent communicable diseases, and with 14% of the population greater than 65 and a rapid increase of those over 75, residents are challenged by multiple chronic diseases. Diabetes, arthritis, movement disorders, hype1tension and COPD all have some potential for relief from medical marijuana.

The contiguous areas of Amherst (population 35,971,27.9 square miles), Hadley (population 4,740, 23.3 square miles), and Easthampton (population 16,176, 13.6 square miles) are also considered for this analysis. This comprises all ofthe cunent residents of potential service area. 85% in this wider service area are adults. Therefore, 72,620 individuals is our presumed gross service population.

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In an attempt to determine the percent of the population that is likely to access RMDs, we reviewed data fi·om CO, RI and NM. Qualifiers included length of experience and geographic distribution ofRMDs, allowable conditions, numbers of medical recommenders and revisions to the law. We expect 1.5%-2% of the immediate population may qualify and register, which results in a high estimate of 1,090-1,452 patients.

While the above metrics provide a reasonable estimate for the patient population and geographic size of the service area for a Northampton RMD, location information for the balance of the state's RMD registrations is not yet available. Therefore, a broader interpretation may need to also be applied, and the assumption made that the service area extends to a 15 mile radius surrounding our RMD. Within this radius, we assumed a total of 3 RMDs. A zip code analysis shows 496,181 people in that area. By applying a 1.5%-2% registration rate for this population, and assuming that all 3 RMD's equally share the patient load, we arrive at a high estimated potential patient count of2,480-3,307 individuals.

Cultural Competence and Linguistic Appropriateness

Our strategy for delivering culturally competent and linguistically appropriate services is rooted in the National CLAS Standards 2013, which offers a comprehensive and expanded definition of culture and health. We intend to provide the best care tln·ough staff training, language access services for those with limited English proficiency, and translation of all educational materials and signage. Staff training and subsequent supervision will emphasize the role culture and health beliefs play in perceptions and expressions of pain and wellness. Staffwillleam that culture is not solely race/ethnicity based, and that a culture of those living with disabilities and chronic illness exists, too. With leadership support, staff will endeavor to maintain such awareness in their work with patients.

All materials will be translated into Spanish, Mandarin Chinese, Russian, Portuguese, and Braille. Interpreter services will be provided by trained NETA staff or through Qwest Language Link. These services will be available during all hours of operation. Deaf and hard of hearing interpretation will be available tln·ough a contracted vendor.]

7.10 Describe the RMD's procedures for safely dispensing medical marijuana to registered qualifying patients or their registered personal caregiver, including a process for identifying patients/caregivers, ensuring their safety, and protecting their privacy.

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7.11 Describe the RMD's patient record keeping system and planned use of technology to support business operations, including use of the Department's electronic registration and dispensing tracking system. Note that a copy of the patient record keeping policies and procedures will be reviewed as a component of the provisional inspection process.

[NETA is committed to the best use of secure technology to support our business operations and provide the DPH with visibility into areas of regulatory compliance.

Central to our plans is leveraging our extensive experience with MJ Freeway (MJF), a HIP AAcompliant, cloud-based software system designed specifically for medical marijuana dispensaries, will serve as the foundation ofNETA's patient record management. MJF integrates point-of-sale (POS), inventory control, cultivation process management, and bookkeeping records. Kevin Fisher, our ED/COO, has successfully used MJF in his facilities in Colorado. MJF officials have guaranteed compatibility with the DPH's planned

61


electronic registration and dispensing tracking system. If it is not, processes that mirror the description below will be applied within the State's system.

As described in our response to Section 7.12, we will utilize the systems' interoperability upon a patient's initial visit to verify their registration status, as demonstrated by their State issued registration card unique and State issued registration number. Using this number, we will create a unique patient record within MJF, allowing us to comprehensively track all purchases, changes of registration status, usage limits, and other any other patient-related compliance activities.

We plan to leverage other similar tools to efficiently ensure compliance. We will address incident reporting and con·ective action management through Convercent, a cloud-based system that provides an integrated tools suite to track incident cases and manage employee training and education, in alignment with our organizational values.

Quality control and testing data will be integrated into batch-based inventory records, using testing results from our contracted provider, Pro Verde Laboratories.

All mobile communications, both calls and texts, to and from dispensary agents delivering medical marijuana to RMD facilities and patient homes will securely monitored in real-time using Awareness Technologies' Interguard application.

Other planned uses of technology include a patient-facing website (which is addressed in more detail in our response to Section 7.14), as well as mobile smartphones which will provide secure, remote access to inventmy data as needed.

We also will use tablet devices to assist in patient education, especially during their initial orientation process.

All NETA computers will run the latest Windows operating system (Windows 8), along with definitionbased anti-virus and anti-spyware software from Symantec. NET A's computers will access the internet via a secure LAN, equipped with an enterprise level firewall from Checkpoint. Remote connections to the NETA network will be available only over a triple data enc1yption VPN. As described above, patient data will not be stored on any local NETA computers.]

7.12 Provide a detailed summa1y of the proposed RMD's policies and procedures for the provision of marijuana to registered qualifying patients with verified financial hardship at no cost or reduced cost, including a sliding fee scale. Note that a copy of these policies and procedures will be reviewed as a component of the provisional inspection process.

[NET A understands that access to medical marijuana is a challenge for registered qualifying patients who have verified financial hardship. We also recognize that it is generally preferable for patients to access medical marijuana fi'om a RMD in a safe, regulated environment, rather than obtaining "home grown" supplies from a registered caregiver.

NETA is therefore committed to addressing the issue of hardship-related access through policies and procedures that allow for sliding scale discounts based on verified fmancial hardship.

Whenever possible, NETA will rely on means tests performed by government programs that rigorously and frequently assess financial hardship. Using 300% of federal poverty guidelines, we will proactively

62


determine that those registered qualifying patients ctuTently receiving these benefits can access medical marijuana on a discounted, sliding fee basis.

We will rely on the website MassResources.org, an up-to-date database that specifically describes eligibility for the most commonly accessed programs for Massachusetts residents in need. In general, anyone who can show emollment in the programs listed below will meet the 300% FPG and will therefore be eligible for our sliding fee scale.

These programs include but are not limited to the following:

MassHealth Fuel Assistance (LIHEAP) SNAP Food Stamps Transitional Aid to Families with Dependent Children (TAFDC) Supplemental Secmity Income (SSI)

There are some exceptions to using acceptance into govemment benefits as a proxy to verify income, as some residents may be categorically ineligible for most govemment programs. For example, in rare cases undocumented immigrants will be assessed separately using recent pay stubs. We also understand that Veterans are precluded from obtaining a recommendation for medical marijuana within their bona fide doctor/patient relationship as part of the Veterans Administration network. NET A will develop a specific policy to address this.

Information regarding a registered qualifying patient's participation in our financial hardship support program will be entered in our secure patient information database, usually at the time of a patient's initial visit to the RMD and new patient orientation. Hardship status will be considered confidential information and visible only to senior leadership team members, to the provisioning agent at the time of purchase, or to a Director of Product Transportation authorized agent. Appropriate discounts will be automatically applied by the point-ofsale system. When the sales system alerts a provisioning specialist to a hardship status when a new order is begun, that agent shall not proceed to highlight or in any other way behave in a manner that would be perceived by the patient as not respectful. Conversations with patients about their status and qualifying financial conditions will always be conducted in a private setting. Information about the program will be made available to prospective registered qualifying patients and their caregivers on om website or through consultation with a Patient Services Specialist.

We will apply to a sliding fee scale that provides a variable discount paradigm for qualifying patients with a hardship status.

Each qualifying patient's household income will be represented as a percentage of the corresponding 300% FPL figure. That number will be equal to the percent of the full retail value of the medical marijuana product provisioned.

As an example, a registered qualifying patient is a member of a family of fom with an annual household income of $61,000. The 300% FPL figure for that household size is $70,650. Therefore we divide $61,000 by $70,650 and arrive a .8634. This means that the registered qualifying patient will pay 86.34% of the full retail value of the provisioned medical marijuana product.

Any registered qualifying patient with household income at or below 100% of the FPL will be provisioned medical marijuana product at no cost.]

63


1:8:1 Proposed sliding price scale attached as exhibit 7.12

7.13 Describe the proposed plans to provide counseling and educational materials to registered qualifying patients and their personal caregivers related to methods of marijuana administration and information about the health effects of marijuana use.

[NETA understands and appreciates the importance of ensuring that patients and personal caregivers are provided with comprehensive, accurate and current education related to the methods of marijuana administration and the information about the health effects of marijuana use. At the center of our model of care is a relationship with patients that provides the suppmtive and efficient delivery of information and counsel they need to follow a beneficial course oftreatment as recommended by their physicians.

Under the supervision of Andy Epstein, NET A's Patient Education/Medical Director, our team will provide every registered qualifying patient and registered caregiver with the knowledge, informational materials, and tools to best achieve their treatment goals. The process will begin with an intake interview and presentation of introductory materials, which will include at a minimum:

- Background and history of medical marijuana in Massachusetts -NET A's mission and vision -A clear warning that marijuana has not been analyzed or approved by FDA, that there is limited

infonnation on side effects, that there may be health risks associated with using marijuana, and that it should be kept away from children

-A warning that when under the influence of marijuana, driving is prohibited by M.G.L. c. 90, s. 24, and machinery should not be operated

- An interactive discussion about tolerance, potential dependence issues, and symptoms of withdrawal - Clear information about substance abuse signs and symptom - Referral information for local substance abuse treatment programs - Information regarding routes and forms of administration, along with details about the vaporizer

products we offer - A clear statement that registered qualifying patients may not distribute marijuana to any other

individual, and that they must retum unused, excess, or contaminated product for us to dispose. Patients will be required to acknowledge receipt of this statement before they are provisioned marijuana. A signed copy will remain in their patient record.

- Strain selection information that describes the possible associated effects of each strain, along with forms to track their experience following administr·ation.

- Information about potency and the need to manage administration to achieve the desired palliative effects with the minimum amount of product

- Infonnation about continuing opportunities to meet with patient suppmt team members to discuss their condition and complete a pain self assessment

All educational materials will be available in languages accessible to all patients we serve, as well for those patients and caregivers who are visually-and hearing-impaired.

In addition to these primary printed materials, we will have available for viewing NET A-produced videos demonstrating safe administration methods and other related advisories.

Additionally, NETA will support and encourage all of its patients and personal caregivers to complete a "Medical Marijuana Educational Certification Program" created by om educational partners, Dr. Stephen Com M.D. and TheAnswerPage. TheAnswerPage has pioneered quality, innovative, on-line education since 1998

64

! ORIGINAL- New England Treatment Access, Inc. #2

with readership in over 120 countries and has accreditation by the Massachusetts Medical Society. While cmrently focused on the educational needs of researchers and clinicians, TheAnswerPage is developing patientcentered content as well.

We will provide tablet devices in our RMD for patients to familiarize themselves with these resources, address questions before leaving the facility, and schedule their follow-on sessions with our patient suppott team. We will incentivize patients and personal caregivers to complete TheAnswerPage's "Medical Marijuana Education Program." Upon fulfillment of the program's requirements, they will receive a certificate showing their understanding of the various modules. This cettificate may then be presented to any of our local health and wellness partners for discounted services. We feel that by providing certification by a respected educational resource, we can help citizens distinguish between the medical and non-medical use of cannabis.

Though "patient certification" is not required, NETA believes that patient and personal caregiver certification and education is key to maximizing the benefits of the use of medical marijuana and will help facilitate a meaningful relationship between the RMD and the public.]

7.14 Describe the RMD's proposed marketing and advertising plan, including the company logo, printed materials and flyers, external signage, advertising practices, and outreach and promotional materials. Note that a copy of the marketing and advertising plan will be reviewed as a component of the provisional inspection process. Do not include reproductions or representations of the logo, printed materials, or flyers.

[Our marketing program will focus on patient education and helping stakeholders and the sun·ounding community better understand our mission, the role medical marijuana can potentially play in a registered qualifying patient's care regimen, and our safety and anti-diversion efforts.

We will conduct continued outreach to local hospitals and other organizations charged with delivering suppmt to individuals and caregivers seeking alternative palliative relief from chronic or debilitating conditions. When invited, we will take in patt in local community informational events. We will also conduct individual and small group presentations to physicians and other medical professionals in our area.

Shortly after receiving a provisional registration, we will launch an infonnation-rich website describing the nature of our organization with special emphasis paid to our mission, vision, and core values. Timely updates on planned operations, including the projected start date will also be provided. Visitors will be greeted by a landing page inviting them to provide an email address to receive updates on our progress and blog posts concerning medical marijuana implementation in the Commonwealth. We will also actively encourage participation in our monthly moderated online Q&A forums. We will prominently feature a page that describes in detail our financial hardship support program and patient home delivery capacity. After we launch, we will continue to maintain an active digital presence via select social media tools, largely to respond to stakeholder questions and concerns. Our intention with all advertising and marketing is to establish and secure our position as a trusted, knowledgeable resource with various stakeholder groups, and the community at-large.

Our logo consists of two vertically arranged hands, blue in color, with "NETA" in upper-case letters located to their right, with "Northampton". In no way can the logo's appearance be constmed to resemble medical symbols, images of marijuana, related paraphernalia, and colloquial references to catmabis and marijuana, as prohibited by 725.105 (L).

Printed materials will generally consist of written information about the palliative value of products we provision only to "registered qualifying patients", a qualifier that will appear on all materials. All language will be reviewed for accuracy by Stephen Corn, M.D. At no time will printed materials depict marijuana plants or

65


flowers. Strains will be discussed only in relation to repotted palliative effects, not perceived aesthetic features that would encourage or imply the use of marijuana for recreational purposes. Materials will be available in languages appropriate to the projected patient population in both the area immediately sun·ounding and other regions of the State to which we will likely deliver, namely English, Spanish, Mandarin Chinese, Russian, Portuguese, and Braille.

External signage on our RMD will be limited to a one non-illuminated sigu, measuring 14"xl6", containing our registered name and logo against a white background. Our facility's physical profile will mirror that of a medical clinic.

We will rely heavily upon organic SEO to create visible online presence. We expect to receive much "earned media" through news articles in the local and regional press following the announcement of a provisional registration and then again upon opening. Throughout this period of heightened attention, our message will remain unifotm and consistent with our mission. All statements and interviews will track directly back to the needs of registered qualifying patients, and the intentions and restrictions contained within MGL 369.

All materials will include a statement about our accessibility via Pioneer Valley Transportation's R44 bus route, which stops directly in front of the building, and om ample on-location parking. ]

7.15 Describe the RMD's emergency preparedness procedures, including a disaster plan with procedures to be followed in case of fire or other emergency. Note that a copy of the safety and security procedures will be reviewed as a component of the provisional inspection process.

66


7.16 Describe the RMD's employee security policies, such as an employee ID/badge system and personal safety. Note !bat a copy of employee security policies will be reviewed as a component of the provisional inspection process.

67

ORIGIN~-New England Treatment Access, Inc. #2

7.17 Describe the RMD's incident management program, including policies and procedures to document, repmi, and manage adverse incidents, consumer complaints, operational concerns, and issues that will be repmied to law enforcement and/or the Department. Note that a copy of the incident management program policies will be reviewed as a component of the provisional inspection process.

[NET A's incident management program is designed to identifY, analyze, understand, report and reduce opportunities for the recurrence of adverse events, including incidents, near-misses, concerns, serious incidents, and unexpected patient care and product-related outcomes.

Our procedural objectives will be to: reveal the immediate and underlying causes of incidents; log the incident into a secure, cloud-based database, accessible to the DPH; properly docmnent the incident; develop remedial actions that address causes in order to prevent recurrence; monitor follow-up by management to ensure that prescribed actions are successfully implemented; express management concern about the fact of the incident and its effects, whether actual or potential; and to appropriately report the incident and an accompanying root-cause assessment to the DPH and law enforcement officials within a specified time period.

68


Upon discovery or notification, incident will be classified by severity and type (as outlined below) to help guide the nature of our response and subsequent reporting. Following classification, an investigation will be launched to determine how and why staff, equipment, supplies, systems, or other factors failed to behave or function as anticipated. Our investigative activities will not be intended to place blame, but rather to define the facts and circumstances relating to the event.

We will document each incident within the database through an Incident Report (IR), using standardized, searchable forms that petmit cross-report analysis. Documentation and repmting will occur no later than 24 hours of initial discovery.

1. Near Miss Incident- No impacts, whether to individuals or propetty; however it may have resulted in harm under slightly different circumstances. A supervisor should be informed and the incident formally logged into tlte IR database. Examples include a slip but no fall; and an audible alarm on a security DVR.

2. Minor Incident- An incident tltat can typically be dealt with by the person identifYing the problem. A supervisor should be infonned and the incident formally logged into the IR database and documented. Examples include when a patient verbally reacts in anger after being denied RMD entrance due to an expired registration card; patient desiring to return flower after consuming half the dispensed amount.

3. Serious Incident- Immediate action should be taken when possible by tlte person identifYing the incident. A supervisor should be immediately informed and will assess tlte situation. Thereafter, tlte supervisor will contact the necessary emergency services and officials, per the emergency plan. Examples would include a breach of confidentiality; patient reports that he/she was sexually harassed by staff member.

4. Severe Incident- Immediate action should be taken when possible by the person identifYing the incident. The supervisor should be immediately infmmed and should assess the situation. The supervisor will immediately contact the necessmy emergency services and officials, including tlte DPH, per the emergency plan and Department rules and regulations advisories. Examples include diversion by dispensaty agent; patient reports contracting salmonella from infused edible.

We will also categorize incidents by type, as listed below. Each combination of category type and severity classification would trigger a particular set of responses, including immediate dispensary agent dismissal per 725.105(A)(15), the level and nature of management review, and mandated reporting activity.

The list includes, but is not limited to, physical violence, sexual assault/incidents, threatening behavior, theft, vandalism, loss, unautltorized use of equipment or property owned by the NETA, employee misconduct, bomb threats, incidents involving law enforcement, fire or security alatms, unlawful activity, anests, robbery, attempted robbery, threats, suspicious persons, fire, missing property, injuries, hazardous matter leak, explosion, homicide, weapons, intentional sabotage, substance abuse, missing or lost data, trespassing, unetltical behavior, and any oilier events that may adversely affect NETA or its participation in the State's medical marijuana program.

NETA will form a Safety and Incident Review Team, which includes our ED/COO, Compliance Director, and Security Director and other operational leadership. The team will report to the Board, on a quarterly basis, all incidents and the cmTective measures taken.]

69


ORGANIZATIONAL CHART (Exhibit 1.3)

This exhibit must be completed and attached to a required document and submitted as part of the application.



Attach organizational chart.


Organizational Chart New England Treatment Access, Inc. Application #2 Community Health Stakeholder

Patlent/l'atlent caregiver Stakeholder

Commlllllt'/Advlsory Board (volunteertnon-st;J!'I'- reports to Board cf Dlrl!l:torsl

Publ!~ Silfety Stakeholder

- Youth Services/toea! Sdloo!s Stal<eho!der At-large

Community Stakeholder At-large

fb\lonts~,poll:'n!oro Mom!!Or - RO"Po11J)tllolorpo~""t.o~rvkno~dpr<N!>Tonin~

General Manager, Dispensary Operations o·ISpensar;Tt:am lead ~>l~:~~t,~~~~~,!"l<uMdprwl•loTIIng TBD TBO •• Responsible for day-to-o:ay RMD - Respot\Sible for staif tralnlng ami !:'t:.~~~~'i,,'~:'~!!,~=l==ndof<llllolonlng brlellngs, p;~tloot servl.:o cullut'l) and operations and controls . processes, and lnve/ltoiY management ~=~~~~1.~:.r:O",";!":l= ~ndpi'<I'Vl•lonln~

P<>ttontS"l'PO~'fbomMonltlat - Ro<po"'Jblo Totpo~ont.ooNku•nd pf<N!01ooln~

Director, Patient Services {EMT) leslie Laurie - Responsible for assessing oveN~!! pa!:lomt needs and developing new service Initiatives,

Patient Educaticn(Medlcal Director (EMT) Oeputy Olrnctor, Comtni,lnlaatlcru: Digital contentManag:er Anr:lyEpsteln TBO TBO - R.csponslblaftlrdcvcloplog and Jrnptcmcntlng education. - Responsible for rnl>n1lsling <::ommWllaatlons -Responsible for =t!ng websi~ SUpport. and community EJ'lgageme.ntlnil;!atives lnltla~ves,soclal media,. and retuted ch~nnets . and saelal me<fla content

Board of Directors I and a119nin9 these with amergln~t research and outcome j analysis _

Chter Medlc:al Officer TBD Responslbtefor medlc:al program development and outreach

Security Spcdcl!:;t Tao - R<5J)onslblefor on·slte se<:urlty servle...:

s~curlty Spedallsl: TaO - Responsible for on·slte se;;urlty servlos

Security Spedalist OJitlvatlon cent.erSecurlll; Team 1.1!:ad TaO TBO - Rcs~onsible for on-site se<:urity sarviccs - ResporlSlblc for perimctorsecurity, sltesurveiUanCI.>, Socurrty Spoc;!:~llsl: aec<$S control, and prodl.lct movement t;Qmpllance . TaO Sec:urlt;y Dlrector(EMT) Rosponsibltl for on-site sccurltyservkl!S

Patrick. Dente - R.esponsllllefcrensurlng patient. st~. s~curity Specialist: and prodtJctsecolitythrcughcutthe TBO productton and pl'()vlslcnlnr.JSystem - Raspo<~Sible for on-site securityscrvi= .

Security Spceiollst Tao - t'i!l!iPQOSible for on·sita sceurltyscrvl'as

~~~¢1'1?1Y security Sp!XiQii~t

- Responsible for perimeter security. sl~ survcillanC<=. ~<:cc::s control, ::md pat!anter~elll:k>khe<:IG

Ol~pen!:i!ry Sc:~rlty Speelallst TBO - R~po~b'lc for perimmcr security, site survcll!anre, aa:ess ccnttt~l, and patient eredentlal-c:hedcs

DellVI!IYSPCCiallst TBO -Responsible for secure <:~nd compl!snt:'fr.lnspcrt:atlon of medical m~ ~jucn~ products

Otspcns.a.y OellvcryTeam Lead OciiVI!IYSPedallst; Teo TaO

Director. ProductTtansportatloo - Res~onslb!e for coortllnatln~J: and manlrestin~J: ~ Re.spo~blc for secwe and product transport compll~nt"tran...~ltlltlon

TSD . ofme.:!lcal mari)uan~ products -Responsible for ensuring soeure.

Delivery Specialist efficient and compliant product transport - TBO -Responslble fOr secure :am:! wmpllant:lransportal:lon

Board Chair of medlccl marlj!J.flna products

"' Home Dellvery"I!:llm (.ead Delivery Specialist "TBD

Executive Dlrectot'JChtcl Opllrntlng Officer (EMT/ - Rc:sponslble ror lo~lstlc:;. 'omplicnce Doltv~Sr>eel~llst

Kevin Fisher <md Inventory m~Msement . DelivnrySpedallst

- Rc:sponslble for -ensuring th~t ~e ornanl2:al!on mec:ts llil flnandaJ. programmatic. and compliance soa!sand objectives -

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BOARD OF DIRECTORS (Exhibit 1.4)


Corporation Name: __ New England Treatment Access, Inc. ___ _ Application# (if more than one): 2. ___ _

Board Role Name Date of Birth Business Email Business Address

1 President/Chair Kevin Fisher [email protected] 2750 Downhill Plaza #205

m Steamboat Springs, CO 80487

2 Vice President/ N!A Vice Chair

3 Treasurer/

Arnon Vered 45 Orchard Road Swampscott, MA

Secretary [email protected]

01907

4 Clerk Richard Snyder [email protected] 100 High Street, Suite 2400 Boston,

MA02110

5 Director Leslie Laurie [email protected] 296 Nonotuck Street Northampton, MA 01062

6 Director Lee Prosenjak [email protected] 2625 E 3rd Avenue, Denver, CO

80206

7 Director N/A

8 Director N/A

9 Director N/A

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MEMBERS OF THE CORPORATION

(Exhibit 1.5)

This exhibit must be completed or marked N/ A and submitted as part of the application.

Corporation Name:_New England Treatment Access, Inc. _______ _ Application# (if more than one): 2 ___ _

A. Member as Individuals

Individual Name Business Address Type of Membership Rights If Member of Other RMD, Which One?

2750 Downhill Plaza #205 Two membership voting units; right to 1 Kevin Fisher Steamboat Springs, CO elect one class A1 and one class A2 NIA

80487 director

2 Howard Kessler 120 Casa Bendita, Palm One membership voting unit; right to elect NIA Beach, FL 33480 one class B 1 and one class B2 director

3 Add more rows as needed ........

B. Member as Corporations Corporate Name/ Business Address

Leadership Type of Membership Rights If Member of Other RMD, Which One?

CEO/ED:

1 NIA President/Chair: Treasurer: Clerk/Secretary: CEO/ED:

2 NIA President/Chair: Treasurer: Clerk/Secretary: CEO/ED:

3 Add more rows as President/Chair: needed ........ Treasurer:

Clerk/Secretary

RMD Phase 2 application- Updated November 7, 2013

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CORPORATE BYLAWS

(Exhibit 1.6)


Corporation Name: _New England Treatment Access, Inc. ______ _

Application# (if more than one): 2 ____________ _

Attach bylaws.

RMD Phase 2 application- October 71 2013


BYLAWS

OF

NEW ENGLAND TREATMENT ACCESS, INC.

DMJ\2667512.5 U2727/0000J


BYLAWS

OF


ARTICLE I

INTRODUCTORY

Section 1.

The name of the corporation is New England Treatment Access, Inc. (The "Corporation").

Section 2. Section 2. Definitions:

The following capitalized terms as used in these Bylaws shall have the following meamng:

(a) "Articles" shall mean the Articles of Organization of this Corporation, as the same may from time to time be amended and/or restated.

(b) "Board" shall mean the Board of Directors of this Corporation as described in Article III.

(c) "Chapter 180" shall mean Massachusetts General Laws, Chapter 180, as amended from time to time.

(d) "Director" shall mean a member of the Board of Directors.

(e) "Commonwealth" shall mean the Commonwealth of Massachusetts.

(f) "Key Employees" shall mean an officer ofthe Corporation or employee earning in excess of One Hundred Thousand Dollars ($100,000.00).

(g) "Obligations" shall mean any obligation of the Corporation to repay borrowed money to a single lender in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000.00).

Section 3. Purpose

The Corporation is a non-profit corporation organized under the provisions of Chapter 180 of the General Laws of the Commonwealth for the purposes set f01ih in the Articles, as the same may be amended and/or restated from time to time.

Section 4. Governance:

DM3\2667512.5 U2727/00001


All matters concerning the conduct and regulation of the affairs of the Corporation shall be subject to the Articles, these Bylaws and applicable law.

Section 5. Construction

For pmposes of these Bylaws: (a) section headings are inserted only as a matter of convenience and for reference and in no way define, limit or extend the scope of any of the provisions hereof, and (b) "including" and other words or phrases of inclusion will not be construed as terms of limitation. Any word in these Bylaws signifying the masculine gender shall include the feminine gender and, if the context shall so warrant, may be applied to include the neuter.

ARTICLE II

MEMBERSHIP

Section 1. Members

(a) There shall be two classes of members: a Class A Member and a Class B Member (each a "Member" and together the "Members").

(b) The Class A Member shall be entitled to two voting units and to elect one Class A-1 Director, and one Class A-2 Director (the "Class A Directors"). The Class B Member shall be entitled to one voting unit and to elect one Class B-1 Director and one Class B-2 Director (the "Class B Directors").

(c) Except as otherwise provided in these Bylaws or the Articles, all matters submitted to the Members for a vote of the Members will require the approval of Members then holding a majority in interest of the voting units, including without limitation any matter required to be approved by Members under Chapter 180. At any time that the Board has fewer Directors than provided to be appointed herein, the Class A Member or Class B Member, as the case may be, who has fewer Directors than such Member is entitled to elect, may (but shall not be required to) by written notice to the other Members, appoint a Director, or Directors, to serve on the Board such that he shall have appointed the number and types of Directors as he shall be entitled to elect hereunder. No vacancy on the Board shall be deemed to exist if either the Class A Member or Class B Member does not elect in writing to appoint the full number of Directors that either class is entitled to appoint.

(d) Any provision of these Bylaws to the contrary notwithstanding, during such time as any Obligations shall be outstanding the following matters shall require the unanimous written consent of both Members:

DM3\2667512.5 U2727/00001

(i) Key Employees including the terms of employment: Salaries, bonuses, benefits and severance

(ii) Decisions that impact compliance with state and federal laws

2


(iii) Travel and entertainment policies

(iv) Annual budget

(v) Donations in excess of Twenty Five Thousand Dollars ($25,000) a year

(vi) Service payments to related parties

And the following matters shall always require such unanimous consent without regard to whether any obligations shall be outstanding.

(vii) Service payments to related parties

(viii) Related parties compensation (e.g., hiring offamily members)

(ix) Capital expenditure (per project)- Greater than One Hundred Thousand Dollars ($100,000.00)

(x) Any other decision that can be understood to be a conflict of interest

(e) The Corporation shall maintain with the books and records of the Corporation, a membership register containing the names and address of each of its current Members, and a designation of whether such Member is a Class A Member or a Class B Member.

Section 2. Qualifications

To qualifY as a Member an individual shall (i) be at least twenty one (21) years of age (ii) not have been convicted of a felony drug offense in the Commonwealth, or a like violation of the laws of another state, the United States, or a military, territorial, or Indian Tribal authority, and (iii) meet all requirements as any license, permit or registration from the Commonwealth or any agency or political subdivision thereof to the Corporation shall so require for the fulfillment of its purposes as set forth in its Articles.

Section 3. Eligibility

Failure at any time to meet any of the requirements set forth in Section 2 of this Article II shall be grounds for removal of the Member in accordance with Section 5 of this Article II. Each Member shall from time to time as a requirement of admission to, or retention as a Member of this Corporation, sign and deliver to the Corporation, to be maintained with the books and records of this Corporation, a written acknowledgment in form and substance prescribed by the Board, agreeing to be bound by the provisions of the Articles and Bylaws of the Corporation, as same may from time to time be amended and! or restated.

Section 4. Disqualification of Members

3 DMJ\2667512.5 U2727/0000l


Upon the death or upon the resignation, withdrawal, or removal of a Member in accordance with the provisions of these Bylaws, and subject to the provisions of Section l3 of tllis Article II, such Member shall immediately and automatically cease to be a Member ofthe Corporation.

Section 5. Removal

The Board may remove a Member by the affirmative vote of all of the Directors for failure to continue to satisfy the qualifications set forth in Section 2 of this Article II. Any Member who is subject to removal pursuant to the provisions of the immediately preceding sentence shall be given at least ten (10) days' advance written notice setting forth the date, time and place of the meeting of the Board, and the proposed action and the grounds therefor. The Member shall be given an opportunity to be heard at the Board meeting.

Section 6. Resignation

A Member may resign at any time by giving written notice of such resignation to the Clerk or President. Such resignation shall become effective upon the date specified therein or, if no date is specified, thirty (30) days following receipt by the Clerk or President, unless otherwise determined by the Board.

Section 7. Annual Meetings

The annual meeting of the Members required by law shall be held within one hundred eighty (!80) days of the close of the fiscal year on a date determined by the Board, at such time and place in the Commonwealth of Massachusetts as the Clerk shall designate in the notice thereof. Such meeting may be adjourned from time to time until its business is completed. If the annual meeting is for any reason not held on the date determined in accordance with this Section 7, a special meeting in lieu of the annual meeting may be held at any time thereafter with the full force and effect of the annual meeting.

Section 8. Special Meetings

Special meetings of the Members shall be called by the Clerk for any lawful purpose, at any time upon the request of (i) the President, (ii) any Member or (iii) a vote of the Board at a meeting at which a quorum exists. Any such special meeting shall be called for a date not less than five (5) nor more than sixty (60) days after the receipt of any such request, but not more than thirty (30) days after the time when notice thereof is given. If the Clerk fails to give notice of the requested special meeting within seven (7) days after receipt of any such request, the person or persons who duly requested the meeting may call the meeting for not less than five (5) days nor more than thirty (30) days after the time of giving notice thereof. Special meetings shall be held on such date and at such place and time as designated by the person( s) calling the meeting.

Section 9. Notice of Meetings

Written notice of each annual meeting of the Members shall be delivered or mailed by the Clerk not less than thirty (30) days before the meeting to all Members. Written notice of each

4 DMJ\2667512.5 U2727/00001


special meeting of !he Members shall be delivered or mailed by the Clerk, or the other persons entitled to call such meeting, not less than seven (7) days before the meeting, to all Members. Each such notice of meeting shall state the time and place of the meeting and in the case of a special meeting, the purpose or purposes thereof. Written notice of each meeting hereunder shall be given to each Member of record entitled to vote at such meeting at such address as appears on the books and records of the Corporation. Notice of any meeting may be waived in writing by a Member at any time.

Section 10. Quorum

A quorum for any annual or special meeting of the Members shall be the presence in person or by proxy, of the Class A Member and the Class B Member. If any meeting cannot be organized because of lack of a quorum, those present in person, or by proxy shall have the power, except as otherwise provided by law, to adjourn the meeting to such time and place as they may dete1mine, without notice other than an announcement at the meeting, until the requisite number Members for a quorum shall be present. Notwithstanding anything herein to the contrary in the case of any meeting called solely for the election of Class A Directors, a quorum shall be the presence in person or by proxy, of the Class A Member and at any meeting called solely for the election of Class B Directors, a quorum shall be the presence in person or by proxy, of the Class B Member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting if a quorum had been present.

Section 11. Proxies

Any Member may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the Member or his duly authorized attorney in fact and filed with the Clerk of the Corporation. A proxy shall be revocable at will notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Clerk of the Corporation. A proxy shall not be revoked by the death or incapacity of the maker, unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Clerk of the Corporation by any party.

Section 12. Action by Writing

Any action required or permitted to be taken by the Members may be taken without a meeting if all those entitled to vote consent in writing and if the written consents are filed with the records of the Corporation. Such consents shall be treated for all purposes as a vote at a meeting.

Section 13. Transfers, Successors

(a) No Member may sell, assign, pledge, encumber, dispose of or otherwise transfer (each a "Transfer") his Membership interest or any Voting Units held by such Member except (i) as may be expressly approved by all ofthe Members and (ii) only if and as may be permitted by Chapter 180. Notwithstanding anything herein to the

5 DM3\2667512.5 U2727/0000I


contrary, any successor Member approved pursuant to the provisions of this Section 13(a) shall at all times satisfY the qualifications set forth in Section 2 of this Article II.

(b) Subject to applicable law, without any approval ofthe Board, a Class A Member and/or a Class B Member may in a writing ("Permitted Appointment") signed by such Member and delivered to the President or Clerk, to be maintained with the records of the Corporation, specify that in the event of such Member's disqualification or removal as a Member as set forth in Section 5 of this Article II, that such Member appoints his or her spouse and/or his or her child or children (or a trust established for the benefit of any one or more of them) ("Permitted Appointee") to succeed him or her, and hold the same class of membership, including the voting units, that he or she had held immediately prior to such Member's disqualification or removal. Subject to applicable law and the last sentence of this Section 13(b ), such Permitted Appointee shall succeed to the membership rights and voting units held by the Member making such appointment. A Member may amend, revoke, or replace a Permitted Appointment at any time and from time to time prior to a disqualification event. Notwithstanding anything herein to the contrary, any such Permitted Appointee appointed pursuant to the provisions of this Section 13(b) shall at all times satisfY the qualifications set forth in sub-clauses (i) through (iii) of Section 2 of this Article II.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers

Except as otherwise provided by law, the Articles or these Bylaws, ail of the property and affairs of the Corporation shall be managed by the Board, which may exercise all of the powers of the Corporation. Without limiting the generality of the foregoing, among the functions of the Board shall be to establish corporate policies for the direction and guidance of the Corporation, the officers and the management of the Corporation.

Section 2. Membership and Eligibility

Except as otherwise provided by this Section of Article III, the Board shall consist of four (4) Directors or such other number as shall be fixed by unanimous vote of the Members. One Director shall be a Class A-1 Director, one Director shall be a Class A-2 Director, one Director shall be a Class B-1 Director and one Director shall be a Class B-2 Director. Directors shall not vote by classes unless otherwise provided for in these Bylaws. Each Director shall have one vote except that the Class A-1 Director shall have two (2) votes. To be eligible to serve as a Director of this Corporation an individual must be (i) at least twenty one (21) years of age, (ii) not have been convicted of a felony drug offense in the Commonwealth, or a like violation of the laws of another state, the United States, or a military, territorial, or Indian Tribal authority, and (iii) meet all requirements as any license, permit or registration from the Commonwealth or any agency or political subdivision thereof to the Corporation shall so require for fulfillment of its purposes as set forth in its Articles. Each Director shall serve at the pleasure of the class of Member appointing such Director, and shall, subject to Section 3 of this Article III, serve until his or her

6 DMJ\2667512.5 U2727/00001

ORIGINAL- New England Treatment Access, Inc. #2 ;

death, resignation, removal or replacement by the appointing class of Member. Successor Directors shall be elected as follows: the Class A Member voting as a class shall elect the Class A Directors and the Class B Member voting separately as a class shall elect the Class B Directors.

Section 3.

Subject to the provisions of these Bylaws, the term for each Director shall be three (3) years. As each Director's term expires, he or she shall be replaced or re-elected for a term of three (3) years. A person elected to fill the vacancy of a Director shall serve the unexpired tenn of said Director. Each Director may serve unlimited successive terms.

Section 4. Resignation

A Director may resign at any time by filing with the Clerk a written resignation, effective upon receipt unless otherwise specified. If the resignation is effective at a future time, a successor may be elected before such time to take office when the resignation becomes effective. Loss of eligibility to be a Member or loss of eligibility to be a Director shall be deemed to constitute the immediate resignation of a Director. Resignation as a Director shall also constitute resignation as an officer and as a member of all committees of the Board.

Section 5. Removal

Any Class A Director may be removed at any time with or without cause by a vote of the Class A Member. Any Class B Director may also be removed at any time with or without cause by a vote of the Class B Member. Any Class A Director may be removed at any meeting of the Class A Member called for that purpose. Any Class B Director may be removed at any meeting of the Class B Member called for that purpose. At least seven (7) days' written notice of the proposed action and the grounds therefor (except that if such action of removal is proposed to be taken at such a meeting of the Members without cause, no grounds need be given to such Director) shall be given in the notice of the meeting to the Director against whom the proposed action is intended. The affected Director shall be given an opportunity to be heard at the Board or membership meeting, as applicable, and the decision at or following such meeting shall be final.

Section 6. Annual Meetings

The annual meeting of the Board shall be the first Board meeting following the annual meeting of the Members. Such meeting may be adjourned from time to time until its business is completed.

Section 7. Regular Meetings

Regular meetings of the Board shall be held, at such time and as often as the Board shall determine, but subject to the immediately following sentence, at least quarterly per year. Whenever in the view of the President there is not sufficient business before the Board, the regular meeting may be canceled.

7 DM3\2667512.5 U2727/00001


Section 8. Special Meetings

Special Meetings of the Board shall be called by the Clerk at the direction of (i) the President, (ii) at the written request of no fewer than a majority of the Directors, and (iii) at the request of any Member.

Section 9. Quorum and Voting

(a) Except as may be otherwise provided in these Bylaws, a majority of the Directors votes (provided that such majority shall include at least one Class A Director and one Class B Director) shall constitute a quorum for the transaction of business, but the Director or Directors present, ifless than a quorum, may adjourn any meeting from time to time until such quorum shall be present. Each Director shall have, with respect to, any matter which is properly brought before a meeting of the Board such number of votes as are provided in Section 2 of this Article III. Except as otherwise provided by law, the Articles or these Bylaws, when a quorum is present any matter before the Board shall be decided by a majority vote of the Directors voting thereon (provided that such majority vote shall include at least one Class A Director and one Class B Director).

(b) The following actions of the Board shall not be effective unless and until approved by vote of at least eighty percent (80%) of the votes of all of the Directors (provided that such vote shall include at least one Class A Director and one Class B Director) present at a meeting at which a quorum is present:

Section 10. Notice

(xi) Merger, consolidation, or dissolution of the Corporation.

(xii) Sale of substantially all of the assets of the Corporation.

(xiii) Joint ventures, partnerships, and network affiliations involving the Corporation.

(xiv) Formation of subsidiaries of the Corporation.

A schedule of Board meetings shall be distributed to all current Directors prior to the start of the calendar year. Changes in the schedule or special meetings of the Board shall be called by written notice to each Director at his or her last known address, and by e-mail, at least seven (7) days prior to the date thereof, stating the time, place and purpose of the meeting. The presence of a Director at any meeting shall be deemed a waiver of actual notice and notice of any meeting may be waived in writing by a Director at any time.

Section 11. Action Without a Meeting

Any action required or petmitted to be taken by the Board may be taken without a meeting if all those entitled to vote consent in writing and if the written consents are filed with the records of the Corporation. Such consents shall be treated for all purposes as a vote at a meeting.

8 DM3\2667512.5 U2727/00001


Section 12. Telephonic Participation in Meetings

The Directors may participate in their meetings by means of a conference telephone call or similar connnunications equipment so long as all persons participating in the meeting can hear each other at the same time, and pmiicipation by such means shall constitute presence in person at a meeting.

ARTICLE IV

OFFICERS

Section 1. Officers

The officers of the Corporation shall consist of a President, a Chief Executive Officer, a Treasurer, a Chief Financial Officer, a Clerk and an Assistant Clerk, and such other officers, including a Vice President, if any, as the Board may from time to time deem proper, each of whom shall be elected by the Bom·d at the Board's mmual meeting. If the election of these officers is not held at this meeting, or if a vacancy arises for a particular office, an election shall be held as soon as reasonably convenient thereafter. The Board may also appoint, or may authorize the President to appoint, such additional operating officers and agents as it shall consider advisable for the efficient operation of the Cmporation's affairs. No officer shall be prevented from being a salaried employee of the Corporation by reason of the fact that the officer is also a Director of the Corporation.

Section 2. Election and Te1m

The Directors shall elect all officers to hold office until the next annual meeting or until their successors are elected and qualified. Each officer may serve unlimited successive terms.

Section 3. Resignations and Removal

An officer may resign at any time by filing with the Clerk a written resignation, effective upon receipt unless otherwise specified. An officer may be removed by an affirmative vote of two thirds of the Directors (provided that such vote shall include at least one Class A Director and one Class B Director), with or without cause, after notice and an opportunity to be heard before a meeting of the Board. If any office becomes vacant, the Directors may choose or appoint a successor by vote of a majority of the Directors present at the meeting at which such choice or appointment is made. An officer selected to fill a vacancy shall serve the unexpired term of the officer whose position was vacated.

Section 4. President

The President shall preside at all meetings of the Members of the Corporation and at all meetings of the Board at which he or she is present. The President shall have general supervisory responsibility over the affairs and operations of the Corporation. The President shall perform all duties prescribed elsewhere herein or usually incident to the office of the President, including such duties as the Board may from time to time assign.

9 DM3\26675l2.5 02727/00001

ORIGINAL- New England Treatment Access, Inc. #2 i

Section 5. Chief Executive Officer

The Chief Executive Officer shall have such powers and responsibility normally of the President, or otherwise, as the board shall from time to time dete1mine.

Section 6. Executive Director

The Executive Director shall have such powers and responsibility normally of the President, or otherwise, as the Board shall from time to time determine.

Section 7. Vice President

The Vice President, if any, shall perform the duties and have the powers of the President in the event the President is absent or otherwise unavailable, and shall perform all duties usually incident to the office of Vice President, including such duties as the board or the President may from time to time assign.

Section 8. Treasurer

The Treasurer shall be the chief financial officer of the Corporation and shall, subject to the direction and control of the Board, have general charge of the financial affairs of the Corporation, and the care and custody of its funds, security and valuable papers, including but not limited to such of the following duties as the Board or President may assign: causing the books and accounts of the Corporation to be audited or reviewed annually by a Certified Public Accountant to be selected by the Board; rendering an account of the condition and assets of the Corporation on an annual basis, or at such other time as the Board may request; giving bond in such fom1 and with such sureties as the Board may require; endorsing for deposit or collection all notes, checks, drafts, and other obligations and orders for the payment of money to the Corporation; and accepting drafts on behalf of the Corporation. The Treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the Board or the President.

Section 9. Chief Financial Officer

The Chief Financial Officer shall have such powers and responsibilities normally of the Treasurer, or otherwise, as the Board shall from time to time determine.

Section 10.

The Clerk shall keep records of all meetings of the Corporation and the Board, and shall keep a record of the names and addresses of the members of the Corporation, the Board, its officers and those serving on its various committees; shall issue notices for meetings; and shall perform such other duties usually incident to the office of Clerk, including such as the Board or the President may fi·om time to time assign. There shall be a Secretary and/or an Assistant Clerk with the same responsibilities who may act in place of the Clerk.

10 DM3\2667512.5 U2727/0000J


ARTICLEV

COMMITTEES

Section 1. Standing and Special Committees

The Board, acting unanimously, may delegate such of its powers as it considers advisable, except those powers which by law, the Articles or these Bylaws may not be so delegated, to such standing or special committees as may be established by the Board, the President with the approval of the Board, or these Bylaws from time to time, provided that any committee to which any power(s) of the Board are delegated shall consist solely of Directors. Standing committees shall be such committees as the Board shall authorize from time to time. Special committees may be appointed by the Board for such special tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the tasks for which they were created and appointed and shall have no power to act except as may be specifically conferred by action of the Board. Upon completion of the tasks for which they were appointed, such special committees shall stand discharged. The Board may also appoint advisory committee(s) consisting in whole or in part ofperson(s) who are not Directors. Such advisory committee(s) shall serve only in an advisory capacity to the Board and shall have no legal authority to act for the Corporation, but shall report their findings and recommendations to the Board. Unless otherwise provided by these Bylaws, members of all standing, special and advisory committees shall be appointed by the President and approved by the Board. The President shall appoint the chairperson of each committee, who shall preside at, and shall fix the place, time and date of committee meetings. All committees shall be under the control of the Board and shall have charge of such duties as may be assigned to them by the Board. Committees shall meet as frequently as may be necessary or appropriate to fulfill properly their assigned duties. Any member of a committee may be removed therefrom with or without cause by an affirmative vote of two-thirds (2/3) of the Board.

Section2. General

The minutes and records of the meetings of each committee shall be kept by a secretary or clerk appointed by the chairperson of such committee or under these Bylaws, and complete copies of such minutes and records shall be filed promptly with the Clerk. The secretary of each committee shall in the case of a special meeting of the committee give notice of the meeting to the committee members at least forty-eight ( 48) hours in advance in person or by telephone or fax, or at least five (5) days in advance by mail (postage prepaid). A Committee may at its first meeting schedule regular meetings to be held during the ensuing year. No further notice is required to be given of a regularly scheduled meeting of any committee. At a committee meeting, a quorum shall be a majority of the total number of members of the committee. When a quorum is present at any meeting, the vote of a majority of the committee members present and voting may decide any question brought before the meeting; provided, however, that each committee shall have at least one member of each of the Class A and Class B Directors. A committee may adopt rules and regulations concerning the conduct of its affairs as it may from time to time determine to be desirable and which are not inconsistent with these Bylaws. Each member of a committee shall have one (1) vote with respect to matters before the committee. Committee members may participate in, and be deemed present at any committee meeting, by

II DM3\2667512.5 U2727/00001


means of a conference telephone or similar equipment, provided that all persons participating in the meeting can hear each other at the same time. Any action required or permitted to be taken by a committee may be taken without a meeting if all the members of the committee consent to the action in writing and the written consents are filed with the records of the meeting of the committee. Such consent shall be treated as a vote at a meeting of the committee for all purposes.

ARTICLE VI

CONFLICT OF INTEREST

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

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

(b) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board or a committee thereof.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

ARTICLE VII

MISCELLANEOUS

Section 1. Contracts and Agreements

The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or to execute any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to specified instances. Unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit to render it liable for any purpose to any amount.

Section 2. Rules of Order

12 DMJ\2667512.5 U2727/00001


Robert's Rules of Order, revised current edition, shall be the parliamentary guide when not inconsistent with law, the Articles, or these Bylaws.

Section 3. Liability

Members of the Corporation shall not be held personally liable or called upon for the payment of any sum of money or assessment other than such sums as the members personally agree in writing to pay to the Corporation. The Members, Directors and officers of the Corporation shall not be personally liable for any debts, liability or obligation of the Corporation. All persons extending credit to, contracting with, or having any claims against the Corporation shall look only to the funds and property of the Corporation for payment of any such contract or claim, or for the satisfaction of any claim, damage, judgment or decree that may otherwise become due or payable to them from the Corporation. The Members of the Corporation, Directors, or officers, present or future, shall not be held personally liable for any such claims.

Section 4. Indemnification

The Corporation shall, to the extent legally permissible, indemnifY against all liabilities and expenses, including reasonable fees of counsel, any Member, officer or Director, and may, upon approval of the Board, indemnifY any employee or agent of the Corporation, threatened with or made a party to any action, suit or other proceeding by reason of the fact that he, she, his or her testator or intestate is or was a Director, officer, employee or other agent of the Corporation; or, is or was a Member, Director, officer, employee or other agent of the Corporation who serves or served, at the request of the Corporation, as a member, director, officer, employee or other agent of another organization, or who, at the request of the Corporation, serves or served in any capacity with respect to an employee benefit plan; or, took any action or omitted the taking of any action in any such capacity; except that no indemnification shall be provided for any person with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests ofthe Corporation, or of the participants or beneficiaries of the employee benefit plan; provided, however, as to matters disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification, either for said payment or for any other expenses in connection with the matter so disposed of, shall be provided unless snch compromise and indemnification shall be approved:

(a) by a disinterested majority of the Directors then in office; or

(b) if a majority of such Directors are interested, by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of special independent legal counsel to the effect that the person to be indemnified appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation or to the extent that such matter relates to service with respect to an employee benefit plan in the best interests of the participants of an employee benefit plan; or

(c) by vote of a majority of the Members; or

13 DM3\26675125 U2727/00001


(d) by a Court of competent jurisdiction.

The Board may from time to time authorize payment by the Corporation of expenses incurred by any such person in defending any such action, suit or other proceeding in advance of final disposition upon receipt of an undertaking from such person to repay such payment if such person shall have been adjudicated to be not entitled to indemnification under this Section 4 of Article VII or if the matter involved shall be disposed of by a compromise payment with respect to which such person shall not be entitled to indemnification under this Section 4 of Article VII. Such undertaking may be accepted without reference to the financial ability of such person to make repayment.

Absence of an express provision in these Bylaws for indemnification shall not limit any right of indemnification existing independently of this Section 4 of Article VII. The Board may enter into one or more contracts or establish one or more programs for the indemnification of persons to the fullest extent permitted by applicable law, whether or not such indemnity is expressly contained in this Section 4 of Article VII, or otherwise.

Section 5. Notices

year.

(a) Delivery. Whenever, under the provisions oflaw, or of the Articles or these Bylaws, written notice is required to be given to any Director or Member, such notice may be given by mail, addressed to such Director or Member, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Unless written notice by mail is required by law, written notice may also be given by email, telecopy, commercial delivery service, or similar means, addressed to such Director or Member at his address as it appears on the records of the Corporation, in which case such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such transmission, the transmission charge to be paid by the corporation or the person sending such notice and not by the addressee.

(b) Waiver ofNotice. Whenever any notice is required to be give under the provisions oflaw or of the Articles or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall terminate with the 31st day of December of each

14 DM3\2667512.5 U2727/00001


ARTICLE IX

PROPRIETARY INFORMATION

The Members, Directors, officers and employees of the Corporation shall at all times hold in the strictest confidence, and will not, without the Board's prior written consent, use for his or her personal benefit, any copyrighted, proprietary, secret or confidential information or product of the Corporation (the "Proprietary Information and Products"). Such Proprietary Information and Products shall include, but not be limited to, symbols, trademarks, services, designed management information systems, utilization procedures and protocols, forms and claims processing techniques, quality assurance mechanisms, agreements with providers and purchasers of services, and educational programs related to the activities of the Corporation. The Proprietary Information and Products shall at all times be the property of the Corporation. The Members, Directors, officers and employees of the Corporation shall cease any and all use of the Proprietary Information and Products and shall return any Proprietary Information and Products in their possession to the Corporation immediately upon termination of their employment or engagement by, or any other association with, the Corporation.

ARTICLE X

AMENDMENTS OF BYLAWS

Except as otherwise required by law the Members may make, amend or repeal these Bylaws by unanimous vote.

I, Richard J. Snyder, Clerk of New England Treatment Access, Inc. (the "Corporation"), do hereby certify that these are the true, complete and correct Bylaws of the Corporation as of November 21,2013, and that these Bylaws have been duly adopted by the Board and the Members of the Corporation. These Bylaws have not been amended, restated, or modified in any respect, and no action has been taken by the Corporati n's Members, Directors or officers in contemplation of making any amendment to the By! of the Corporation.

15 DM3\2667512.5 U2727/00001


AMENDED ARTICLES OF ORGANIZATION (Exhibit 1.7)

This exhibit must be completed and attached to a required document (if applicable) and submitted as

part of the application.

Corporation Name: ___ New England Treatment Access, Inc. ______ _

Application# (if more than one): ---~2. __________ _

Please check box if articles have changed since Phase 1:

DYES ~NO


1

2

3

4

5

PARENT OR SUBSIDIARY CORPORATIONS (Exhibit 1.8)


Corporation Name:_ New England Treatment Access, Inc. __ Application# (if more than one): 2. __ _

Corporation Chief Executive CEO Business Corporation's Board Officers Corporate Relationship to Applicant

Name Officer Phone & Email

President/Chair:

N/A Treasurer:

Clerk/Secretary:

President/Chair:

Treasurer: . Clerk/Secretary:

President/Chair:

Treasurer:

Clerk/Secretary:

President/Chair:

Treasurer:

Clerk/Secretary:

President/Chair:

Treasurer:

Clerk/Secretary:

----- ---


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REFERENCES (Exhibit 1.9)


Corporation Name: _New England Treatment Access, Inc .. _____ _ Application# (if more than one): __ 2. ____ _

Name of Reference Business Phone & Email Relationship to Applicant Dates of Relationship

1 Greg Golston 720-252-2214 Medical marijuana center owner and

2011 - Present [email protected] business associate

2 Howard Kessler 617-450-4000

Senior advisor and non-profit partner 04/2013 - Present [email protected]

3 Michael Elliot 720-3 82-3 009 Executive director of the Medical

2011 - Present [email protected] Marijuana Industry Group

-· ..... ··--


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EXECUTIVE MANAGEMENT TEAM

(Exhibit 2.1)


Corporation Name: New England Treatment Access, Inc. _____ _ Application# (if more than one): 2. __ _

Management Role Name Date of Birth Business Email and

Business Address Phone Number

Chief Executive [email protected] 2750 Downhill Plaza #205

1 Officer/Executive Director

Kevin Fisher om Steamboat Springs, CO (970) 846-1081 80487

Chief Financial [email protected] 45 Orchard Road

2 Arnon Vered Swampscott, MA Officer/Director of Finance (617) 838-2168

01907

Chief Operations [email protected] 2750 Downhill Plaza #205 3 Officer/Director of Kevin Fisher om Steamboat Springs, CO

Operations (970) 846-1081 8087

[email protected] 132 Bald Mountain Road

4 Security Director Patrick Dente Bernardston, MA (413) 575-3980

01337

Personal Retired

5 Patient Education/Medical

Andy Epstein [email protected] 26 Toxteth Street

Director (617) 834-7769 Brookline, MA 02445

Personal Retired

6 Director of Compliance Laura Harris [email protected] 5660 W. 109th Circle Westminster, CO 80020

(303) 358-6626 -· ------


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7 Patient Services Director Leslie Laurie [email protected]

296 Nonotuck Street

(413) 568-2016 x106 N ortharnpton, MA 01062


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RESUMES FOR EXECUTIVE MANAGEMENT TEAM (Exhibit2.2)

This exhibit must be completed and attached to the required documents and submitted as part of the application.

Corporation Name: _New England Treatment Access, Inc. ________ _ Application# (if more than one): 2 __ _

List the resumes attached:

Title Name

1 Chief Executive Officer/

Kevin Fisher Executive Director

2 Chief Financial Officer/Director of

Arnon Vered Finance

3 Chief Operations Officer/Director of

Kevin Fisher (same as Executive Director- line 1) Operations/Other

4 Security Director Patrick Dente

5 Patient Education/Medical Director Andy Epstein

6 Director of Compliance Laura Harris

7 Patient Services Director Leslie Laurie



Kevin Fisher, Executive Director/COO

Kevin Fisher 2750 Downhill Plaza #205 u Steamboat Springs, CO 80487 u Phone: {970) 8,16-1081 u E-Mail: [email protected]

Objective

To utilize my operational, legislative, and industry expertise for the production ;:md provisioning of medicinal cannabis for the patients of

Massachusetts through New England Treatment Access, Inc.licensed Ri\1D facilities.

Experience

Owner/Operator RK Enterprises 08/2009 - Present

Developed, expanded and evolved a Type 3 medical mar\juana center from hvo employees to over fifty

Supply concentrate-based vaporizer refill solution to over 100 Mi\1C's in Colorado

Successfully transitioned operations from anAlnendment 20 environment to the 'veil regulated statutorily~governed present

Helped develop the City ofStemnboat Springs' local authority ordinm1ce regulating medical and adult use marijuana centers

Operate one Type 3 retail center, one manufacture of infused products center and six optional premises cultivation locations

Successfully ran a campaign against a ballot initiative which was to have banned ntedicalmarijuana centers in the City of Steamboat Springs

Board Chair, Medical Marijuana Industry Group 2011 - Present

'i\T orked with government officials and industry stakeholders in developing the legislative framework for Colorado's medical

marijmmamodel

Developed a reasonable and workable model lOr industry advertising standards now implemented in the City of Denver

Guided MMIG's participation in past mld present rulemaking sessions for HB 10-1281. and 104.3

Me1nber, Record Keeping, Enforcement, and Discipline Working Group 07/2013- 08/2013

Developed recommendations aitd proposed statutory rules for the implementation of Amendment 64

Member, Consumer Safety/Social Issues vVorkgroup 01/2013 - 03/2013

Developed recommendations lOr the implementation of Alnendment 6t1., including personally authoring segments on product

packaging, product testing, and potency limitations

Owner/Operator Pro-Fish LLC 2002 - Present

GreY\' a residential real estate rental portfolio from one unit into a multi-million dollar entity

Co-ordinated compliance with myriad local regulations a11d managed income sourcing from government agencies including the U.S.

Department of Housing and Urban Development and the Ohio Housing Finance Agency

Education

Miami University

Y oungstmvn State Univcrsily B.S. Psychology

Skills

1991 - 1996

1996- 1998

A comprehensive description of role-specific attributes are contained v;.i_thin the responses to application questions 2.2 and 2.3

Arnon Vered, CFO

Arnon Vered

Professional Experience

2011- 2013 Kessler Group (Massachusetts, USA) Business Development


45 Orchard Road, Swampscott, MA arnon. [email protected]

(781) 595-2026

• Advisor and thought-partner to Howard Kessler (Founder and Chairman). • Worked closely with CEOs and top leadership of multiple mid-sized financial services companies to

develop their business development strategy. • Worked closely with all Kessler senior executives on strategy building and execution. • Manages new business development opportunities: product development, digital marketing,

international marketing advisory, debt sales, de-novo co-brand programs.

2010- 2011 Sovereign I Santander (Massachusetts, USA) Consumer Credit Cards • Launched Sovereign I Santander's credit card business in the US as manager of overall credit card

products and marketing strategy. • Overall credit card launch project budget (including IT development): $20MM. • Workstream lead for all product IT /Ops development; worked closely with Santander counterparts in

Spain, Brazil and the UK to benchmark development best practices. • Initial marketing campaign won the 2011 Cannes Lions MoFilm Festival of Creativity competition

over brands like AT&T, Coke and Chevrolet. Advertising Age review of the submission concluded that it exemplified a "strategy that has eluded thousands of advettising agencies pretty much forever ... by switching the focus from the product to the customer."

2002- 2010 Capital One (Virginia, USA) Consumer Credit Cards • Launched Capital One's Small Business Loans product line. • Managed a $100MM annual marketing budget. • Focused on strategy development, new product development, account acquisitions and customer

management. • Headed Capital One's Online Re-invention Analytics Initiative- an effort to utilize online data to

differentiate online experience, products and credit policy in real time. o Created the initial business case, built support for the idea across the organization and staffed a team to deliver the agenda. o The initiative resulted in an increase of20+% in Capital One's site conversion as well as a reduction of credit risk by 50% in several segments. o A front-page story in The Wall Street Journal that reviewed the initiative described it as the "web's cutting edge."

• Achieved goal of making non-direct mail channels become >40% of new accmmts. • Headed development of the overall Small Business website analysis and strategy, including product

offers, customer experience, credit policy, and web analytics. • Directed "driving visitor volume" initiatives: various Internet marketing strategies, cross-sell

channels and word-of-mouth marketing.


Arnon Vered, CFO

o Led a cross-functional team of Product Analysts, Credit Policy Analysts, Process Managers, IT as well as a Internet Brand Manager and Web Design Team.

2001 Bain & Company (Toronto, Canada) • Performed strategic analysis for Fortune 500 companies; worked directly with the clients' senior

management. • Analyzed investment distribution channels for a leading financial institution to capitalize on the

consolidation of the independent financial planners segment. • Analyzed financial performance ofthe hand-held wireless market for a leading technology company.

1993 - 1997 Israeli Defense Forces, Paratroops Brigade (Israel) First Lieutenant • Platoon commander and head of administrative and HR functions at the brigade level. • Designed emergency action plans that were implemented during September 1996; promoted to head

of administrative services for a 2,000-soldier multi-task force created during a crisis period.

Education

2008 MBA, Queen's School of Business, Queen's University (Kingston, Canada) • Concentration: Finance, Strategy, Innovation & Entrepreneurship, Corporate Social Responsibility. • Provided strategic consulting to Air Canada in improving their on-flight environmental practices. • Program was ranked #I International Program by Business Week.

2002 Bachelor of Commerce and Finance, The University of Toronto (Toronto, Canada) o Cumulative GPA 3.77/4.00, Dean's List (1998-2002), Trinity College Scholar (1998-2002) • Relevant coursework: Finance, Statistics, Strategic Management, Marketing, Accounting, Statistics,

Organizational Behavior, Economics. • Elected President of the Trinity College Overseas Development through Education Committee;

raised awareness of development issues and over $70,000 for schools in Nepal and Mozambique.

Community

• President of the TODEC, a Canadian organization committed to international development through education. Raised $70,000 for schools in Nepal and Mozambique.

• Board Member of the Rudlin Torah Academy and the Aleph Bet Preschool in Richmond Virginia. Focused on financial management and growth opportunities for both schools.

Work Experience:



Patrick John Dente

Abatem Heat Treatment Systems LLC 71 Ad Brooks Rd Vernon, VT 05354 United States

Owner I Product Development Specialist Supervisor: HeatherRobinson (802-254-8413)

0912008

Present

Responsible for product research, development, patenting and marketing of newly developed electronic PLC controlled mobile heat treatment system to be used in the pest control industry; this included the design, building, programming and testing of equipment as well as the production of marketing, video and graphic material (including PowerPoint presentations) to be used at trade shows, seminars and educational events

Joint inventor I owner of the patent for this equipment

Hampden County Sheriffs Department and Correctional Center 0212006 627 Randall Rd Ludlow, MA 01056 United States 0812008

Facilities and Security Systems Manager Responsible for management and oversight of all technical depattments (including all security systems) within the support services division for an eleven building complex of the Hampden County Correctional Center

Responsible for the supervision of depattment managers for departments under my supervision including Security and Electronic Systems, Electrical, Plumbing, HV AC, Locksmiths, Automotive Repair Shop and General Maintenance

Oversee and ensure the safe and compliant operation of the teclmical depattments of the Hampden County Correctional Center including:

* Periodic review of written policy and procedure

* Ensure proper staffing and develop emergency staffmg plans



* Resolve any departmental or interdepartmental issues

* Authorization of department overtime

* Authorization of individual departmental purchases as well as develop or review RFP material for upcoming purchases

* Oversee vendors working within the facility

* Perform annual employee performance reviews

* Initiate any departmental employee discipline

* Provide assistance and technical guidance to other department heads to ensure compliance to standards within the capabilities of our physical plant

Special Projects:

*Member of the planning team for construction of new Women's Correctional facility in Chicopee MA; responsible for review of RFP and submittal documents as well as overseeing construction progress with regard to security, electronics, and physical plant systems to assure the delivered product met required RFP specifications

*Lead member of interdepartmental team to monitor and oversee the implementation of facility wide energy conservation project involving the upgrade of facility electrical, Intelligent HV AC, plumbing and structural systems

* Lead role in committee for the implementation of facility wide fixed assets control system, including development of documentation strategies and supervision of committee members documentation and tasking process

Hamden County Sheriff's Department and Correctional Center 01/1994 627 Randall Rd Ludlow, MA 01056 United States 02/2006

Security I Electronic Systems Manager Responsible for the proper operation and control of all security, access control, cctv, guard tour, video recording, metal detectors, PLC door controls, fire alann and emergency electronic systems within the eleven building complex of the Hamden County Correctional Center

Responsibilities included:



* Staff t:raining on system operations

* Development of policies and procedures surrounding the proper use and maintenance of electronic systems and review of departmental policies and procedures with regard to security and electronic systems

* Supervision of all repairs, repair proposals, upgrades, additions, inspections, testing and documentation pertaining to all security, electronic and life safety systems

* Aid in the design and oversee the installation of new fiber optic network for facility wide video and data gathering secmity systems

* Assist in the planning, design, development and implementation of new systems as well as the upgrade of older systems to provide proper and effective operation to ensme the safety and security of the facility

*Oversee and maintain proper parts inventory to repair security and mission critical systems and equipment in the event of catastrophic failure

* Review RFP information and submittals for equipment pmchases and upgrades

*Actively involved in the construction review team for the new Woman's Correctional Facility in Chicopee, MA while in the planning and construction phases

*Aid in the design and oversee the installation of fiber optic video conferencing system installed between the Hamden County Correctional Center and the five Hamden County courthouses to be used in video court proceedings

Hampden County Sheriffs Department and Correctional Center 03/1992 627 Randall Rd Ludlow, MA 01056 United States 01/1994

Security System Technician Responsible for maintenance and repair of all security and electronic systems at the Hamden County Correctional Center

Responsible for successful start up of systems at new correctional facility as well as aid in training of officers and staff on new equipment

Education:

Job Related Training:



Lee Audio and Secul"ity Fairview St Lee, MA United States

Senior Service Technician

06/1989

03/1992

Senior field service technician for security alarm, fire alarm, CCTV and access contro I systems

Sonitrol Security Systems of Springfield Maple St Springfield, MA 01020 United States

Security System Technician

06/1984 - 03/1989

Installation I service technician for commercial and residential security systems

Greeenfield Community College Greenfield, MA United States

Relevant Coursework, Licenses and Certifications: Greenfield Community College Liberal Arts Sonitrol Academy Central Station Equipment Certification Fire Lite Academy Fire Alarm Service Certification Ademco Security Systems Manufacturer training Vicon Digital Video Recording Training Commonwealth ofMA Security Systems Technician License (expired) Commonwealth ofMA Contractors License (expired)

Springfield Technical College Autocad; Excel for engineers George Washington University Integrating Electronic Security Allen Bradley Enfield Ct PLC fundamentals and troubleshooting

Greenfield Community College Liberal Arts Sonitrol Academy Central Station Equipment Certification Fire Lite Academy Fire Alarm Service Certification Ademco Security Systems Manufacturer training Vicon Digital Video Recording Training Commonwealth ofMA Security Systems Technician License Commonwealth ofMA Contractors License Springfield Technical College Autocad; Excel for engineers George Washington University Integrating Electronic Security Allen Bradley Enfield Ct PLC fundamentals and troubleshooting

Affiliations:



ASIS American Society for Industrial Security- fonner member

Boy Scouts of America- Outdoor Activity Coordinator

Appalachian Mountain Club - member

i ORIGINAL- New England Treatment Access, Inc. #2 ' ~

Andy Epstein Patient Education/Medical Director

Ms. Andy Epstein, R.N., M.P.H.

Summary of Qualifications

Extensive experience in Program Development and management strategies for Public Health entities

• Managed projects and programs ranging to $15 million

• Directed clinical programs at a neighborhood health center in Dorchester and primary and tertiary care in Mozambique, Africa

• Evaluated public health interventions

• Managed long-term care program for inner-city homebound elderly and disabled

• MPH in Health Services, Boston University School of Public Health, Boston, MA; Registered Nurse

Area of Expertise

• Program design, policy development for HN I AIDS and primary care • Writing proposals, grant applications and publishing • Expertise in identifYing and targeting services for underserved and high-risk

populations • Clinical expertise in HN/AIDS, geriatrics and homecare; familiar with family

planning and reproductive health • Training and Curriculum Development • Conversant in Portuguese, knowledge of Spanish

Employment History

Massachusetts Department ofPuhlic Health Special Assistant to the Commissioner, 2007 to present



• Responsible for oversight ofHIV/AIDS and Substance Abuse Bureaus • Senior management team member • Initiated, developed and evolved an opiate overdose prevention program using

Nasal Naloxone; to date, I, 700 opiate overdoses reversed and 17,000 drug users, parents and friends, substance abuse treatment providers and public safety officers trained and equipped with Nasal Naloxone

• Co-lead the expert panel on end of life and implemented the MOLST program • Lead the effort to integrate primary care, substance abuse and mental health care

for community health centers and other practices • Actively designing the medical marijuana program which operationalizes Ballot

Question 3

Carr Foundation, 2005 to 2007

• Health Care Consultant • Developing plan for health center to care for park employees and their families

within Gorongosa National Park, Mozambique • Public health strategies for 14 local communities surrounding the park boundaries

Boston Public Health Commission, 2003 to present

• Special advisor to the Commissioner • Regional smoking ban conception and implementation • West Nile virus community strategy • Development of community coalitions addressing the emergent heroin and

oxycontin epidemics, ongoing substance abuse efforts with active injection drug users including pilot program to distribute Narcan for opioid overdoses

HIV/AIDS consultancies in Africa: Trainer, clinical mentor and program development

2002 Namibia (World Education, Inc.) Assessment of counseling and testing programs

2003 Mozambique: MCTC+ (Columbia University) at HIV clinic on ARVadherence

2004 Mali: HIV program assessment (University of West Virginia) 2004 Mozambique: Health Alliance International HIV clinical capacity

assessment for ARV rollout, adherence through peer-led consumer group development

The Cambridge Health Alliance June 2002 to July 2003

Cambridge Hospital The Zinberg Clinic Clinic Manager

2



• Managing a busy, multidisciplinary, multicultural HIV clinic that serves a diversity of patients

• Outreach and patient recruitment and development of innovative programming within the clinical setting

Massachusetts Department of Public Health, AIDS Bureau 1990-1999 Director Health Services Unit

• Senior manager with a staff of eight, responsible for all aspects of health services for HIV infected individuals in Massachusetts, including developing primary care and specialty programs for uninsured, access to AIDS medications across the Commonwealth, developed supported housing for 900 clients, home care and comprehensive HIV/AIDS programs for infected incarcerated men and women

• Responsible for programmatic evaluation, intergovernmental collaboration and policy development; produced eight requests for proposals, five successful grant applications for federal funding; oversaw the Needle Exchange Program evaluation

Boston City Hospital, Long Term Care Medical Group, 1987-1990 Nurse Coordinator

• Directed and coordinated a five-physician practice that delivered home care to inner city elderly

• Developed a geriatrics clinic in the outpatient department and trained house staff in community-based geriatrics; authored an infonnation column in local paper

Dorchester House Health Center, 1985-1987 Director of Nursing

•

•

•

Responsible for all aspects of clinic management including nurse practitioners, licensed practical nurses, nursing assistants and nutritionists Staffed the family planning clinic; managed staff, hired employees and evaluated performance Responsible for quality of nursing care

Cambridge Visiting Nurse Association, 1980-1985 Staff nurse to the Portuguese community

• Responsible for planning and providing care to immigrant population, primarily from the Azores

• Liaison with the Cambridge Organization of Portuguese Americans

Ministry of Health, Mozambique, Africa, 1978-1980 Hospital Central da Beira Clinician

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• Head nurse in the Emergency Room and Neighborhood Health Post diagnosing and treating endemic diseases that included malaria, TB, Schistosomiasis, cholera and malnutrition

• Organized preventative health services in marketplaces, schools and factories • Developed occupational health, vaccination programs, TB detection and malaria

prophylaxis programs • Managed a health post that initiated prenatal and family planning services • Taught midlevel technicians and nurses • Wrote reports and collected data for the Ministry

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I ORIGINAL- New England Treatment Access, Inc. #2


Publications, Studies and Affiliations

• Ascherio A, Biellik R, Epstein A, et al. Deaths and Injuries Caused by Land Mines in Mozambique. The Lancet 1995; 346:721-24

• Jelley D, Epstein A, Epstein PR. Mozambique. In: Saltman RB (Ed.) The International Handbook of Health-Care Systems. Greenwood Press 1988 Westpmt, Conn. USA pp. 197-214

• Epstein A. HIV, Massachusetts HIV-1 programme. In: The Lancet 1998; vol: 351: p.1439

• Epstein A, Case P, Austin B, et al. Setting Up a Needle Exchange, MDPH, 1996

• Epstein A, Williams L. Debt Relief for Mozambique, The Boston Globe, 10 March 2000

• Organized Maputo Conference on Health in Southern Africa, 1990

• Conceived and participated in a study documenting the effects of the War in El Salvador on the civilian population, San Jose Las Flores, Chalatenango, 1988

• Co-sponsored a study on land mines in Mozambique, Africa documenting the impact of land mines in rural provinces. This research became the case study used by the International Committee to Ban Land Mines, sponsored by Physicians for Human Rights, 1994.

• Board of Directors, Health Alliance Intemational, 1994-present

• Board of Directors, Cambridge Cares about AIDS, 2003-present

5



Laura Harris


Division Director, Medical Marijuana Enforcement Division November 2011- July 2013

Administered Colorado's statewide licensing and enforcement program for Medical Marijuana regulation.

• Managed the $5.7 million program budget, including revenue forecasting, expenditure analysis and planning, fee setting, short-and long-term analysis of cash reserves, assisted in major purchasing decisions, space planning, and personnel resource allocation.

• Participated in legislative effmts to improve and stabilize medical marijuana policy. • Led a work group to evaluate and improved department rules related to medical marijuana

and retail marijuana regulation. • Ensured the employment of quality personnel by acting as the appointing authority for all

division staff. • In March 2012, developed and implemented an alternative program funding and

expenditure strategy to address an unexpected revenue shortfall and, thereby, stabilized the division's fiscal year budgets for 2012 and 2013.

• Shortly after taking the directorship, re-evaluated and streamlined the licensing and background investigation processes that were originally established in 2010, the inception year of the Colorado medical marijuana enforcement program.

• Recommended legislative change to allow the division to issue state licenses while local approval was pending, thus allowing the division to commence the license revenue cycle.

• Participated in Colorado's Amendment 64 Task Force Subcommittees for the implementation of marijuana legalization in Colorado.

• Managed an existing contractual obligation to implement Colorado's Medical Marijuana Inventory Tracking System during a budget shortfall.

Division Director, Liquor Enforcement Division September 2007- November 2011

Administered Colorado's statewide licensing and enforcement program for alcohol beverage regulation and the state's tobacco youth-access enforcement program.

• Managed the $2.25 million program budget through revenue forecasting, expenditure analysis and planning, fee setting, short-and long-term analysis of cash reserves, assisted in major purchasing decisions, space planning, and personnel resource allocation.

•

•

•

• • •



Participated with industry stakeholders in legislative efforts and rule-making to improve the regulatory atmosphere for industry and Coloradoans as it related to alcohol beverage and tobacco policy. Managed the Federal EUDL grant (Enforcing Underage Drinking Laws) in statewide effort to reduce youth access to alcohol. Ensured the employment of quality personnel by acting as the appointing authority for all division staff. Developed annual strategic goals and objectives and reported achievements . Participated on Colorado's Interagency Drunk Driving Task Force . Participated in Synar Interagency Committee (with Colorado Dept of Public Health and Environment and Colorado Health and Human Services) for statewide policy planning related to youth access of tobacco products.

Liquor Licensing Director and Tobacco Program Manager, January 2004- September 2007 Liquor Enforcement Division

• • • •

Administered the state-wide alcohol beverage licensing program . Managed the tobacco youth-access enforcement unit. Developed licensing policies and procedures . Supervised professional staff (criminal investigator and licensing specialists) .

Licensing Supervisor, Liquor Enforcement Division June 2002 -March 2004

• Liquor licensing supervisor of licensing specialists. Included performance planning, training, section oversight, evaluations, and disciplinary actions.

• Initiation of new licensing procedures, including implementing the review of licensee's tax status at the time oflicense renewal.

Criminal Financial Investigative Auditor October 1989- June 2002

•

•

Conducted complex investigations related to enforcement of the Colorado Liquor Code, in a lead role, with a specialty in financial and tax-related investigations. Conducted alcohol beverage supplier enforcement, with a specialty in trade practices investigations.

Revenue Agent/Special Agent July 1983- October 1989

•

•

Revenue Agent: July 1983 - January 31, 1988, Tax Audit and Compliance Division . Independently conducted audits of Colorado businesses for accurate reporting and remittance of state tax liabilities.

Special Agent: February I, 1998 - October 1989, Criminal Tax Enforcement Section in the Tax Audit and Compliance Division. Independently conducted audits and criminal investigations of persons and businesses allegedly engaged in the deliberate and willful evasion of Colorado taxes.



Education

• B.S. Business Administration- Accounting Concentration August 1978- May 1982 Colorado State University Fort Collins, Colorado

• Criminal Investigator Training Program CI-829 Apri124, 1988- June 20, 1988 Federal Law Enforcement Training Center Glynco, Georgia

Previous Certifications

2002- 2003 Certified Fraud Examiner, Association of Certified Fraud Examiners 1999-2003 Associate Member, Association of Certified Fraud Examiners 1985- 1987 Certified Public Accountant (Cert. #9292), Colorado State Board of Accounting




Founder and President/CEO Tapestry Health 296 Nonotuck Street Northampton, MA 01062

Curriculum vitae Leslie Laurie

September 1973 to present

Responsible for the overall administration of a diversely funded and comprehensive medical, training, and educational health organization serving western Massachusetts; employing a staff of over 120 individuals, and a budget of over $6 million. Serve as liaison to the Board of Directors, community organizations, and media. Responsible for the administration of the organization and its adherence with all federal, state, and private contracts.

Founded in 1973, Tapestry Health Systems, Inc., (formerly the Family Planning Council of Western Massachusetts) is a leading provider of multiple health services, including reproductive health care at 8 sites; HIV/ AIDS services, including counseling and testing, client services, harm reduction, needle exchange, and Women, Infants, and Children (WIC), a supplemental nutrition program. Tapestry Health serves approximately 20,000 people each year, with 97% of clientele living at or below 250% of the Federal poverty level.

President March 1980-March 1982 National Family Planning and Reproductive Health Association (NFPRHA) 1110 Vermont Avenue NW Suite 1210 Washington, DC 20005

Responsible for the oversight of all activities ofNFPRHA to further the organization's goal of maintaining the availability of family planning services to all citizens of the United States who desire and need such health care. NFPRHA is the largest organization in the U.S. composed of providers and consumers of reproductive health care services. Activities include a) working with the U.S. Congress, testifying as needed before House and Senate committees; b) working with the national media by appearing on news and information broadcasts; c) speaking at conferences; d) oversight of the National Board of Directors drawn from across the U.S.; and e) oversight of the national staff based in Washington, DC.

Instructor University of Massachusetts Women's Study Department Amherst, MA 01002

Spring Semester, 1978

Instructor for the Senior Seminar in the Women's Study Department, on the topic of"The Politics of Pregnancy."

1



Co-Leader Community Development Project Ada, Ghana

June-September 1976; June-September, 1977

Responsible, with a Ghanaian counterpart, for community development projects through Operation Crossroads Africa, on the island community ofPediatorkorpe, Ghana. Responsible for the functioning of a project that developed a primary school and health clinic with I 0 Americans, 10 Ghanaians, and the village community. Relations representative with local, regional, and national officials. Responsible for group travel to Togo, Burkina Faso, and Ivory Coast.

Western Massachusetts Coordinator Planned Parenthood League of Massachusetts 99 Bishop Allen Drive Cambridge, MA 02139

September 1971-1973

Responsible for the assessment, design, community organization, and planning needed to launch a comprehensive family planning educational and medical program in western Massachusetts, for all residents in need of subsidized care.

Director of Field Work Planned Parenthood of Southeastern Massachusetts 1220 Sansom Street Philadelphia, P A

September 1969 to 1971

Responsible for the development and initiation of three satellite medical sites. Responsible for the needs assessment and initiation of a comprehensive family planning program for Delaware County. Responsible for the training and supervision of the outreach staff, and the educational programming and community organization activities for a three-county area. Responsible for proposal development and the ongoing education and suppmt for the consumer advisory board.

Field Staff Neighborhood Health Center lOO'h Street New York, New York

September 1968 to June 1969

Responsible for the needs assessment to determine if satellite health sites needed to be established. Organized, trained and staffed the Consumer Board, the policy-making body for the Neighborhood Health Center.

Group Workcamp Project Operations Crossroads Africa Malawi, Africa

June 1966 to September 1966

Worked with Americans and African countetparts in the building of a secondary school in Malawi. Traveled top Tanzania and Kenya.

2

: OlUGINAL- New England Treatment Access, Inc. #2


Education

Colmnbia University, School of Social Work, New York, NY 1968 to 1970 M.S. Community Organization and Planning

American University, Washington, D.C., 1967,"Washington-Political Science Program"

Chatham College, Pittsburg, PA, 1964 to 1968 B.S. (Double major-Sociology and Political Science)

Activities

Perspectives Alan Guttmacher Institute, Editorial Advisory Board, 1990 to 2011

Massachusetts Council ofHmnan Service Providers, Board Member, 1978 to 1981; to 1995 to present

Human Service Forum, Steering Conunittee member, 1998 to 2010

Center for Research and Education in Women's Health, U. Mass School of Public Health, Advisory Board, 1999 to 2005

Housing Discrimination Project, Advisory Board, 1994 to 2001

Past Activities

World Education, John Snow Institute, Trustee, Member of Executive Committee, 1983 to 1998

Governor's Women's Advisory Commission on Women, 1991 to 1999, Co-Chair, Health Subcommittee, 1991 to 1998

Project ABLE, Founder and Co-Chair, Statewide AIDS Coalition, 1991 to present

On the Future of Public Health in the Commonwealth of Massachusetts, Commissioner, 1995 to 1997

Western Massachusetts Health Planning Council, Health Systems Agency for Westem Massachusetts, President, Board of Directors, 1977 to 1988

DIGNILIFE-The AIDS Organization for Westem Massachusetts, Board of Directors, 1987 to 1989

National Family Planning and Reproductive Health Association, Board of Directors; Past President and Chair of Public Affairs Committee, 1977 to 1987

Kaiser Permanente Health Plan, Founder, Board of Directors and Vice President, 1976 to 1980

Lifeways-Health Education Promotion Center, Board of Directors and Treasurers, 1977 to 1980

Massachusetts Family Planning Association, Chairperson, 1978 to 1980; Chairperson 2008-present

CETA-Hampshire County, Board of Directors, 1977 to 1979; Chairperson, 1979

Westem Massachusetts Title XX Coalition, Chairperson, 1977 to 1978

Depmiment of Mental Retardation, Regional Advisory Committee, member for Region 1, 1988 to 1989

Department of Social Services, Advisory Board, 1982 to 1987

3



County Commissioner's Advisory Committee, Home Energy Assistance Team/Emergency Fuel Bank; a program of Hampshire County, 1984

Honors

• Distinguished Alumna Award, Chatham College, 2000 • Marc A. Callahan Award, DIGNILIFE, 1989 • Abigail Adams Award, Massachusetts, Women's Political Caucus, 1988 • Irvin M. Cushner A ward, NFPRHA, 1987 • Local Hero Award, New England Monthly, 1985 • Sarah Levine Staff Award, FPCWM, 1984 • Margaret Sanger Award, FPCWM, 1981 • Special Award, NFPRHA, 1981 • National Institute of Health Fellowship, 1970 • Dean's List-Chatham College

4


EVIDENCE OF CAPITAL (Exhibit4.1)




Total Capital needed for this application: $ 400,000

Attach one-page bank statement.



FIRST REPUBLIC BANK It's a privilege to serve you®

November 19, 2013

To whom it may concern,

The bank is not able to issue an interim statement for Tuesday November 191h 2013, however, this letter is

to suffice as a statement.

As of today, November 19, 2013, the current balance for New England Treatment Access, Inc. in account

number , is $1,880,100.00.

If you have any questions, please do not hesitate to call me.

Regards,

Michelle Preus Senior Preferred Banker First Republic Bank

617-478-8522

160 FEDERAL STREET, BOSTON, MASSACHUSETTS 02ll0, TEL (617) 330-1288, !lAX (617) JJO-I278

CONVENIENT INTERNET BANKING AT WWW.firstrepublic.C0111 • MEMBER l'DIC

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1

2

INDIVIDUALS/ENTITIES CONTRIBUTING 5% OR MORE OF INITIAL CAPITAL (Exhibit4.2)


Corporation Name:_New England Treatment Access, Inc. _____ _ Application# (if more than one): __ 2. ___ _

$amount and% Type of Contribution Role in Dispensary

Individual Name Business Address of Initial Capital (cash, land, building, in- Terms of Agreement (if any) Provided kind)

Operations

120 Casa Bendita $9.0MM 7% for 5 years. Repayment

Howard Kessler Palm Beach, FL Cash Member 33480 %100 commencing: 01/01/2015

$ %

Add more rows as $ needed ........ %

$amount and% Type of

Entity Name/ Leadership Names of Initial Capital

Contribution Role in Dispensary Terms of Agreement (if Business Address (cash, land, Operations any)

Provided building, in-kind)

CEO/ED: President/Chair: $ Treasurer: % Clerk/Secretary:

CEO/ED: Add more rows as President/Chair: $ needed ........ Treasurer: %

Clerk/Secretary:

RMD Phase 2 application- Updated November 7, 2013

I I

~ ~ [

i ~ ~ " ~~ ~ i!3


Northampton we are creating a 3,000 sq ft dispensary. Based on quotes from Nadeau Corporation and Vision 3.

Based on quote from Nadeau Corporation and Vision 2 Painting and finishes $81,290 3.

3 Security system $345,000 Based on quote from SMC, our security consultant.

4 Landscape work - No landscaping work is required in either site

5 Parking facility - No parking facility work is required in either site

6 Other- describe -

7 -

8 -

9 -

Equipment Costs -

Assumes an initial fleet of 3 vehicles (transpo1iation

1 Vehicles and transportation $75,000 from cultivation center to dispensary, and home delivery); security outfitting for each.

Equipment in cultivation and processing rooms:

2 Cultivation equipment $720,000 Clone, Vegetative, Flower Cure, Trim, Butane, Safe, Lab and Concentrate

In both sites (Franklin- cultivation/processing and Northampton- dispensary). Includes safe rooms,

3 Furniture and storage needs $190,000 customer counters, employee furniture/break rooms, reception, bathrooms, office, general storage.

38 computers (30 in Franklin and 6 in Northampton)-

4 Computer equipment part of the "seed-to-sale" inventory tracking system

$54,000 (including scales)

RMD Phase 2 application~ October 7, 2013


Based on quote from Nadeau Corporation and Vision 5 HVAC $350,000 3.

Kitchen/food prep Based on NET A's Executive Director experience

6 equipment $130,000 building a MIPs kitchen in Colorado.

7 Other- describe -

Power supply Based on quote from Vision 3, our architectural and 8 infrastructure $200,000 design firm.

Inventory + incident

9 management tracking

software $4,600 Based on vendor quotes.

Generator, water filtration, Based on Kevin Fisher's (NET A's Executive

10 electricity room equipment Director) experience in building similm facilities in

$75,000 Colorado

TOTAL $ 3 811,119



YEAR-ONE OPERATING BUDGET (Exhibit 4.4)


Corporation Name: New England Treatment Access, Inc. Application# (if more than one): 2 Budget Period: August 1st 2014 to July 31th 2015 Projected Number of Patients: 1,660 Number of Visits: 49,800

Year ONE Budget Notes i

Budget REVENUE

Assumes 1.6 ounces per month per patient. Based on Kevin Fisher's (NET A's Executive

1 Medical Marijuana sales $ 9,561,600 Director) 4 year data from his dispensary in Colorado. Average price per pound of $4,800 (below market rate)

2 Other supplies sold $286,848 Assume 3% of Medical Marijuana Sales

3 Other revenue sources $0 No plan for other revenue sources

A TOTAL REVENUE: $ 9,848,448

. .. .

PAYROLL EXPENSES

Personnel Category #

FTE Executive director, CFO, Patient Education/Community relations, Chief

1 Executive Management Team 3.75 $455,000 Medical Officer and Compliance. Outside of the ED and CFO, the roles are, initially, not 1 full FTE equivalent. General Manager, Operations and

2 Senior Leaders 5.5 $459,000 quality/safety, Compliance, Transportation, Community outreach

3 Dispensary Team 6 $ 275,000 Patient-facing associates in Brookline

4 Security Team 8.5 $467,500 In both locations Franklin (Cultivation, Processing) and Brookline (Dispensary)

5 Transpmiation Team 8 $320,000 Transportation to dispensary and to patients' homes

6 Cultivation Team 18 $765,000 Cultivation and trim teams 7 Extraction/Infusion Team 6 $255,000 MIPs (Marijuana Infused Product) Team

8 Administration/HR/Comrnunic

4.5 $264,000 Includes financing/accounting, purchasing ations

B TOTAL SALARIES $3,260,500

% Based on "Tapestry Health" a Massachusetts

c Fringe Rate and Total 28

$ 912,940 Depatiment of Health Agency with which we have create a community collaboration

D TOTAL SALARIES PLUS

$4,173,440 FRINGE (B+C)

.


OTHER EXPENSES

1 Consultants $120,000 Focus on operations/governance, financial

Assume $15 per pound based on Kevin 2 Equipment $29,880 Fisher's (NET A's Executive Director) 4 year

. data from his dispensary in Colorado Assume $30 per pound based on Kevin

3 Supplies $ 59,760 Fisher's (NET A's Executive Director) 4 year data from his dispensaty in Colorado Based on Kevin Fisher's (NET A's Executive

4 Office Expenses $60,000 Director) 4 year data from his dispensary in Colorado Assume $150 per pound based on Kevin

5 Utilities $298,800 Fisher's (NET A's Executive Director) 4 year data fi·om his dispensary in Colorado Based on Kevin Fisher's (NET A's Executive

6 Insurance $72,000 Director) 4 year data from his dispensaty in Colorado

7 Interest $ 351,950 $9MM loan for 5 years at 7%, payments begin on January 1st 2015

5 year depreciation (straight line method) on 8 Depreciation/ Amortization $ 533,500 equipment and vehicles (assume 10%

salvage value) Leases in Franklin (Cultivation and

9 Leasehold Expenses $ 562,069 Processing) and Northampton (Dispensary). Includes triple nets.

10 Bad Debt $ 39,394 Assume 0.4% of revenue

11 Loan principal repayment $ 895,526 $9MM loan for 5 years at 7%, payments begin on January 1st 2015

Assume $50 per pound based on Kevin 12 Lab testing $ 99,600 Fisher's (NET A's Executive Director) 4 year

data from his dispensary in Colorado $4,000 per location per year (2 locations-

13 Software licensing (MJ Freeway) $ 8,000 Franklin and Brookline)

14 Training and development $ 60,250 $1,000 per FTE

2% of Total Revenue. The% will increase

15 Charitable contributions $ 200,000 in the future with revenue growth and

scalability

One of NET A's core missions- reach out to 16 Educational and outreach programs $ 75,000 the community


Assume 65% of revenue. In other words, our

17 "Other Supplies Sold" cost (e.g.

$ 186,451 margin on elements such as vaporizers is

vaporizers) 35%

Assume $100 per pound based on Kevin

18 Packaging (including child proof) $ 199,200 Fisher's (NET A's Executive Director) 4 year data from his dispensary in Colorado

19 Transpmiation/delivery $20,000 Fuel and vehicle maintenance

Based on Kevin Fisher's (NET A's Executive

20 T&E $ 50,000 Director) 4 year data from his dispensmy in Colorado

21 Licensing fees $ 55,000 DPH license plus local fees

Assume 5% of patients will get an average of

22 Financial hardship plan $ 246,211 50% reduction. Equals 2.5% of Total

Revenue

Assume that 25% of expenses (excluding loan principal) are "front of the house" (not

23 Tax reserve for "front of house"

$750,051 grow-related) and thus are not tax deductible

expenses (280E) (280E). NETA will have to pay an assumed 40% tax rate on these expenses.

E TOTAL OTHER EXPENSES $4,972,642

TOTAL EXPENSES: (D+E) $ 9,146,082

From a cash flow perspective our DIFFERENCE $702,366 "Difference" will be higher because

depreciation is a non-cash expense.

; Enter short explanation of expenses

THREE-YEAR BUSINESS PLAN BUDGET PROJECTIONS (Exhibit 4.5)


Corporation Name: New England Treatment Access, Inc. Application# (if more than one): __ 2 ___ _

Fiscal Year Time Period: August 1" to July 31st Projected Start Date for the First Full Fiscal Year: August I st 2014

FIRST FULL FISCAL SECOND FULL THIRD FULL FISCAL YEAR PROJECTIONS FISCAL YEAR YEAR PROJECTIONS

2015 PROJECTIONS 2016 2017 Projected Revenue $ 9,848,448 $ 18,984,960 $ 18,984,960 Projected Expenses $ 9,146,082 $ 15,655,311 $ 16,005,779 TOTAL: $ 702,366 $ 3,329,649 $ 2,979,181

Number of Patients 1,660 3,200 3,200 Number of Patient Visits 49,800 96,000 96,000 Projected% of growth rate annually Base year 92% 0% Total PTE in staffing 60.25 PTE 93 PTE 93 PTE Projected Medical Marijuana Inventory

--------- . 1<:J92Lbs.

------___1,8~0 Lbs. 3,840 Lbs.

---------


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f :;3 " g a § ~

J"

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EVIDENCE OF INTEREST IN DISPENSARY SITE

(Exhibit 5.1)

This exhibit must be completed or marked N/ A and attached to required documents and submitted as part of the application.

Corporation Name:_New England Treatment Access, Inc. ___ _ Application# (if more than one): 2 __

Physical Address County Type of Evidence Attached

296 Nonotuck Street Hampshire Lease

Northampton, MA 01062


§ ~ I

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LEASE

THIS LEASE, made as of this ll day ofNovember, 2013 by and between NONOTUCK MILL, LLC, a Massachusetts limited liability company with its principal place ofbusiness at 270 Exchange Street, Chicopee, MA 01013 (the "Landlord") and NEW ENGLAND TREATMENT ACCESS, INC., a Massachusetts non-profit corporation with a principal place of business at 45 Orchard Street, Swampscott, Massachusetts 01907 (the ''Tenant'').

1. PREMISES, TERM AND COMMENCEMENT DATE

Landlord hereby leases and demises to the Tenant and Tenant hereby takes and leases from Landlord the following premises: approximately 3,073 square feet of space (the "Premises"), shown on Exhibit A attached hereto and incorporated by this reference. The Premises are located in the multiple office building complex, which includes a remote parking lot, known as Nonotuck Mill and located at 296 Nonotuck Street, Northampton, MA (the "Building"). The Building and remote parking lot are shown on Exhibit B attached hereto and incorporated herein by this reference. Landlord agrees that Tenant, its employees, licensees, invitees, successors and assignees shall have, as appurtenant to the Premises, the right to use the Common Area at no additional cost, in common with others. As used herein, "Common Areas" means the parts of Nonotuck Mill designated by Landlord from time to time for the common use of all tenants, including among other facilities, parking area, sidewalks, landscaping, curbs, loading areas, private streets and alleys, lighting facilities, hallways, malls, rest rooms, and other areas and improvements

· provided by Landlord for the common use of all tenants. ·

The term of this Lease shalll'llli for a period of seven (7) years commencing on the day Tenant is granted a medical marijuana license in connection with the Tenant's Use by the Commonwealth of Massachusetts pursuant to Chapter 369 of the Acts of2012 and 105 CMR 725.000 (the "Code") and all other necessary permits and approvals from the Town of Northampton for the Tenant's Use including, but not limited to, site plan approval from the Northampton Planning Board (collectively, the "Necessary License") and the expiration of any applicable appeal periods (the "Commencement Date") and ending on the last day of the eighty fourth (84th) month following the Commencement Date (the "lnitial Term"), unless sooner terminated as provided herein, subject to the provisions herein contained. Notwithstanding the foregoing, Tenant's obligations hereunder are conditioned upon and Tenant shall not be required to pay Rent hereunder until the Commencement Date. In the event that Tenant is unable to obtain the Necessary License or if the applicable appeals periods did not expire on or before September 1, 2014, this Lease shall terminate and be deemed null and void without recourse to the parties hereto.

Provided that the Tenant shall have kept, observed and performed all of the terms, covenants and conditions of the Lease on Tenant's part to be kept, observed and performed, Tenant shall have two (2) separate options to extend the term of this Lease for two (2) additional term(s) of five (5) years each (the "Option Term(s)") upon the same terms, covenants and conditions as are contained herein except that Base Rent for the Option Term shall be payable as provided below.

1


Landlord shall deliver the Premises to Tenant on the Commencement Date clean and free of debris with Landlord's Work (defined below) substantially completely in accordance with the plans and specifications approved by Tenant and in compliance with all applicable laws .. Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system; lighting, HV AC and electrical systems in the Premises shall be in good operating condition on the Commencement Date.

Notwithstanding the foregoing, should the Use (defined below) be rendered illegal under state law or any applicable municipal code or ordinance, or should Tenant, despite its good faith efforts not be able to renew the applicable licenses for the Use (except as a result of a wrongful act ofTenant), such occurrences shall not be deemed a default by Tenant hereunder, but Tenant shall have the right to terminate this lease by a written notice to the Landlord, in which.case Tenant shall promptly surrender possession of the Premises to Landlord and pay Landlord an amount to six (6) months of Base Rent in cash, certified or bank check, or by wire transfer to an account designated by Landlord on or before the termination date set forth in said written notice. Tenant shall remain liable for and shall pay to Landlord all amounts due for Base Rent, Additional Rent and any other charges attributable to the Premises which are obligations of the Tenant under the Lease through the aforesaid termination date.

·2. RENT

A. Base Rent. Tenant shall pay Base Rent in advance on or before the first day of each month of the Term in accordance with the following schedule by means of a direct deposit agreement whereby Tenant electronically deposits each payment of Base Monthly Rent in a bank account designated by Landlord of the day of each and every calendar month:

Lease Years 1 through 5 $3,841.25 per month

Lease Years 6 and 7 $4,097.34 per month

If the Term shall commence and end on a day other than the first day of a month, the Base Rent for the first and last partial month shall be prorated on a per diem basis. The term "Lease Year" as used herein will mean a period of twelve (12) consecutive full calendar months, except if the Commencement Date is not the first day of a calendar month, then the first Lease Year will begin on the first day of the calendar month following the Commencement Date. Each succeeding Lease Year will begin upon the anniversary date of the first Lease Year.

Base Rent for the Option Terms shall be shall be calculated by multiplying the monthly Base Rent paid in the immediately preceding Lease Year by the percentage increase (if any) in the Consumer Price Index (CPI) for Boston-Brockton-Nashua in the preceding five year period. In no event shall monthly Base Rent for the Option Term be less than the monthly Base Rent paid in the preceding Lease Year.

B. Additional Rent. As used herein, "Additional Rent" shall mean Tenant's Pro Rata Share of real estate taxes and Operating Expenses. The Tenant covenants and agrees that during the term

2

ORJGINAL- New England Treatment Access, Inc. #2 ]

of this Lease it shall pay and discharge as Additional Rent its Pro Rata Share of general real estate taxes, assessments and betterments charged and imposed upon Building and/or the Premises. Landlord, however, shall remain solely responsible for all sales taxes due on the rent payable herein and for its own income taxes, capital, stock, succession, transfer, franchise taxes, gift, estate or inheritance tax, business taxes and other similar rates and taxes peculiar to Landlord.

Tenant shall, within twenty (20) days of receipt from the Landlord of an invoice, pay to the Landlord the amount equal to Tenant's Pro Rata Share of the real estate taxes which are attributable to the Premises. At Tenant's election, Tenant shall have the right to pay 1112 of the Tenant's Pro Rata Share of real estate taxes on a monthly basis. The Tenant shall be responsible for the payment of all interest or penalties which accrue to the Landlord as a result of the failure of the Tenant to make payment to the Landlord in accordance herewith.

Additionally, Tenant agrees to pay, as Additional Rent, its Pro Rata Share of the Operating Expenses of the Building, which Operating Expenses include, but are not limited to, snow removal, common area heating, common area lighting, insurance, water and sanitary and storm drainage services; janitorial and security services in the Building common areas; general

. maintenance and repairs of the Building's common areas and its landscaping; insurance premiums, including fire and all-risk coverage; professional building management fees; and, legal, accounting, inspection, and other consultation fees incurred in the ordinary course of operating the Building.

Notwithstanding the foregoing, the following expenses are specifically excluded from the Operating Expenses: (i) repairs to foundations, replacement of roofs, repair of exterior walls, or any other structural repairs; (ii) principal, interest or loan payments of any type or ground lease rent payments; (iii) Building leasing costs, including commissions, legal fees and tenant improvement costs; (iv) costs for investigating, monitoring or remediating Hazardous Materials;

· (v) costs recovered under any of Landlord's insurance policies, (vi) legal fees to settle disputes with other tenants; (vii) reserves for replacements and/or repairs; (viii) costs of remodeling or renovating the Building; (ix) capital improvements made to the Building, other than costs for improvements made to the Building which, although capital in nature, are (a) expected to reduce normal Operating Expenses, as amortized without interest over the useful life of such improvement and only to the extent of actual savings, as well as (b) capital improvements made in order to comply with any law hereafter promulgated by any governmental authority or any interpretation hereafter rendered with respect to any existing law, as amortized without interest over the useful life of such improvement; (x) any charge for depreciation of the Building or equipment, fixtures, improvements and facilities used in connection therewith; (xi) Landlord's general corporate overhead and general administrative expenses; the cost of supervisory personnel above the level of property manager; (xii) costs to remedy defects in the original construction of the Building or to correct non-compliance with laws and codes in effect prior to · the Commencement Date; (xiii) costs incurred by Landlord with respect to goods and services to the extent that Landlord is entitled to reimbursement for such costs; (xiv) income, excess profits, excise, franchise, estate, succession, inheritance, gift and transfer taxes; (xv) tax penalties incurred as a result of Landlord's failure to make payments when due; (xvi) any costs incurred as a result of Landlord's willful misconduct or gross negligence or Landlord's default under the

3


· Lease; or (xvii) taxes and assesstnerits attributable to the tenant improvements of other tenants or the property of other tenants if such taxes or assessments are separately paid by said tenant or are payable by said tenant pursuant to its lease. All capital expenditures shall be amortized over the useful life of the applicable item; as used herein, "capital expenditures" means expenditures which, in accordance with generally accepted accounting principles, are not fully chargeable to current expense in the year the expenditure is incurred.

Tenant shall make said payment to Landlord within thirty (30) days of written notice ofthe amount due hereunder. At Tenant's election, Tenant shall have the right to pay 1/12 of the Tenant's Pro Rata Share of Operating Expenses on a monthly basis. Tenant may, at its sole coast and expense, audit Landlord's records pertaining to real estate taxes and Operating Expenses no more than one time each lease year.

Tenant's Pro Rata Share is 2.0%. The approximate rentable square footage of the Building on which Tenant's Pro Rata Share is based is 153,073 rentable square feet.

C. Rent. Base Rent Additional Rent and any other amounts which Tenant is or becomes obligated to pay Landlord under this Lease are herein referred to collectively as "Rent", and all remedies applicable to the nonpayment of Rent shall be applicable thereto. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant. Rent and other charges required to be paid under this Lease shall be paid without any prior notice or demand therefor and without deduction or set-off (except as expressly set forth in this Lease) or counterclaim and without relief from any valuation or appraisement laws. In the event Tenant fails to pay Rent due under this Lease within ten (1 0) days of due date of said Rent, Tenant shall pay to Landlord a late charge of ten percent (10%) on the amount overdue.

3. USE

Tenant shall use the Premises for Registered Marijuana Dispensary in accordance with license and permits duly issued by the Departments of Health for the Commonwealth of Massachusetts and the City of Northampton and for incidental uses related thereto (the "Use"), and for no other purpose whatsoever, subject to and in compliance with all other provisions of this Lease and Landlord's Rules and Regulations, a copy of which are attached hereto as Exhibit C and incorporated herein by this reference. Tenant shall keep and maintain the Premises, its use thereof and its business in compliance with all state laws, ordinances, rules and regulations. Landlord makes no representation that the Premises are suitable for Tenant's purposes.

· 4. LEASEHOLD IMPROVEMENTS

Landlord shall upon execution of this Lease by Landlord and Tenant, and at Landlord's sole cost and expense, perform the following work (the "Landlord's Work"): construct a steel framed mezzanine of approximately 3,073 square feet at the Premises; and, install a wood floor of said mezzanine with 1" plywood sheathing/decking. Upon completion of this work by Landlord, Tenant shall commence and complete any and all other improvements to the Premises in accordance with plans and specifications (the "Plans") provided by Tenant and approved by

4 '·


Landlord (the "Tenant's Work") all as more particnlarly described on Exhibit E, attached hereto and incorporated herein by this reference.

Notwithstanding what is shown on the Plans, Tenant shall be responsible for the purchase and . installation of any and all equipment and wiring for its telecommunications and data systems. Tenant shall also be responsible to purchase and install its own security system for the Premises.

Landlord will deliver the Premises to Tenant with all of Landlord's Work substantially completed on or before the Commencement Date. If Landlord is delayed in completing Landlord's Work by strike, shortages oflabor or materials, delivery delays or other matters beyond the reasonable control of Landlord, then Landlord shall give notice thereof to Tenant and the Commencement Date shall be postponed for an equal number of days as the delay as set forth in the notice. If such delays (including the delays caused by strike, shortages of labor or materials, delivery delays or other matters beyond the reasonable control of Landlord) exceed ninety (90) days, then

· Tenant upon notice shall have the right to terminate this Lease without liability to either party. Landlord and Tenant agree to execute a writing confirming the Commencement Date in the form attached hereto as Exhibit D.

5. SERVICES

Landlord shall furnish heat or air conditioning to the Premises from Monday through Friday and between the hours of 8:00 a.m. and 6:00p.m. ("Normal Business Hours of Building") as required in Landlord's reasonable judgment for the comf01table use and occupation of the Premises. If Tenant requires heat or air conditioning at any other time, Landlord shall use reasonable efforts to furnish such service upon reasonable notice from Tenant, and Tenant shall pay all of Landlord's charges therefore on demand. The performance by Landlord of its obligations under this Article is subject to Tenant's compliance with the terms of this Lease including any connected electrical load established by Landlord. Tenant shall not use the Premises or any part thereof in a manner exceeding the heating, ventilating or air-conditioning ("HV AC") design conditions (including any occupancy or connected electrical load conditions), including the rearrangement of partitioning which may interfere with the normal operation of the HV AC equipment, or the use of computer or data processing machines or other machines or equipment in excess of that normally required for a standard office use of the Premises.

Landlord shall provide janitorial and cleaning services to the common areas of the Building. Tenant shall be responsible for janitorial and cleaning services in the Premises.

Landlord shall make available domestic water in reasonable quantities to the common areas of the Building and to the Premises and provide electric service sufficient for lighting the Premises and for the operation of office equipment wired for 120 volt electric service and rated and using less than 6 amperes or 750 watts of electric current. Tenant's use of electric energy in the Premises shall not at any time exceed the capacity of any of the risers, piping, electrical conductors and other equipment in or serving the Premises.

Tenant shall make application in Tenant's own name for all utilities not provided by Landlord, including, but not limited to, telephone and other communication and alarm services and shall:

5


(i) comply with all utility company regulations for such utilities, including requirements for the installation of meters, and (ii) obtain such utilities directly from, and pay for the same when due directly to, the applicable utility company.

Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption and Tenant acknowledges that any one or more of such services may be suspended by reason of accident, repairs, inspections, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or canses beyond the reasonable control of Landlord. Any interruption or discontinuance or service ·shall not be deemed an eviction or disturbance of Tenant's use and possession of the Premises, or any part thereof, nor render Landlord liable to Tenant for damages by abatement of the Rent or otherwise, nor relieve Tenant from performance of Tenant's obligations under this Lease. Landlord

. shall however, exercise reasonable diligence to restore any service so interrupted. Upon any interruption in utilities or services resulting from the gross negligence or willful misconduct of Landlord or its agents, contractors or employees, Tenant shall have the right to abate Rent until the

· utilities and services are restored if the interruption in utilities or services has substantially interfered with Tenant's use or enjoyment of the Premises or Tenant's conduct of business for more than seven (7) consecutive business days.

5. INSURANCE

. A. Required Insurance. Tenant shall maintain insurance policies, with responsible companies licensed to do business in Massachusetts and satisfactory to Landlord, naming Landlord as an additional insured and providing the following coverages: (i) "all risk" property insurance on Tenant's property, including its equipment (but excluding its inventory), in an amount adequate to cover their replacement cost; (ii) business interruption insurance, (iii) comprehensive general liability insurance on an occurrence basis with limits of liability in an amount not less than $1,000,000 (One Million Dollars) combined single limit for each occurrence.

Tenant shall furnish to Landlord certificates of insurance evidencing the aforesaid insurance coverage, including naming Landlord as an additional insured. Renewal certificates must be furnished to Landlord at least thirty (30) days prior to the expiration date of such insurance policies showing the above coverage to be in full force and effect. All such insurance shall provide that it cannot be canceled except upon thirty (30) days prior written notice to Landlord. Tenant shall

· comply with all rules and directives of any insurance board, company or agency determining rates of hazard coverage for the Premises, including but not limited to the installation of any equipment and/or the correction of any condition necessary to prevent any increase in such rates.

Landlord shall maintain in full force and effect, during the Term of this Lease, commercial general liability and property damage insurance with such deductibles and in such amounts as may from time to time be carried by reasonably prudent owners of similar buildings in the area in which the Building is located but in no event less than One Million Dollars ($1,000,000.00) for any single occurrence and Two Million Dollars ($2,000,000.00) in the aggregate and, fire and extended coverage insurance in amounts at least equal to 100% of the actual insurable cash value of the Building (excluding footings and foundations). · ·

6


B. Waiver of Subrogation. 'Landlord and'Tenant each agree that neither Landlord nor Tenant will have any claim against the other for any loss, damage or injury which is covered by property

• insurance carried by either party and for which recovery from such insurer is made, notwithstanding the negligence of either party in causing the loss. This release shall be valid only if the property insurance policy in question permits waiver of subrogation or if the insurer agrees in writing that such waiver of subrogation will not affect coverage under said policy. Each party agrees to use its best efforts to obtain such an agreement from its insurer if the policy does not expressly permit a waiver of subrogation.

6. INDEMNIFICATION

Except to the extent caused by gross negligence or willful misconduct of Landlord and its agents, . successors, assigns, employees and contractors, Tenant shall indemnifY and hold harmless

Landlord and its agents, successors and assigns, from and against all injury, loss, costs, expenses, claims or damage (including reasonable attorneys' fees and disbursements) to any person or property arising from, related to, or in connection with any use or occupancy of the Premises by Tenant or any act or omission (including, without limitation, construction and repair of the Premises arising out of Tenant's Work or subsequent work) of Tenant, its agents, contractors, employees, customers, and invitees, which indemnity extends to any and all claims arising from

·. any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease.

Except to the extent caused by gross negligence or willful misconduct of Tenant and its agents, successors, assigns, employees and contractors, Landlord shall indemnifY and hold harmless Tenant and its agents, successors and assigns, from and against all injury, loss, costs, expenses, claims or damage .(including reasonable attorneys' fees and disbursements) to any person or property arising from, related to, or in connection with gross negligence or willful misconduct of Landlord, its agents, contractors, employees, customers, and invitees, which indemnity extends to any and all claims arising from any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease .

. This indemnification provision shall survive the expiration or termination of the Lease Term.

Landlord shall not be liable for any injury or damage to persons or property resulting in whole or in part from the criminal activities or willful misconduct of others.

7. CASUALTYDAMAGE

·Tenant shall promptly notifY Landlord of any fire or other casualty to the Premises or to the extent . it knows of damage, to the Premises. In the event the Premises or any substantial part of the . Premises is wholly or partially damaged or destroyed by fire or other casualty which is covered by

Landlord's insurance, the Landlord will within one hundred and twenty (120) days after such casualty, subject to the rights of its mortgage lender, proceed to restore the same to substantially the same condition existing immediately prior to such damage or destruction unless such damage or destruction is incapable of repair or restoration within one hundred twenty (120) days (or is not in fact so repaired and restored within such 120-day period), in which event Landlord and Tenant

7


may by written notice given to the other "within· sixty (60) days of such damage or destruction, declare this Lease terminated as of the happening of such damage or destruction. To the extent after fire or other casualty that Tenant shall be deprived of the use and occupancy of the Premises, parkhig, access thereto or any portion thereof as a result of any such damage, destruction or the repair thereof, the Rent shall abate proportionately based on the amount of damaged or useless space in the Premises bears to the rentable square footage of the Premises until such time as the Premises may be restored. Tenant shall reasonably determine the amount of damaged or useless space and the square footage of the Premises referenced in the prior sentence.

8. CONDEMNATION

In the event of a condemnation or taking of the entire Premises by a public or quasi-public authority, and subject to the rights of Landlord's mortgage lender, this Lease shall terminate as of the date title vests in the public or quasi-public authority. In the event of a taking or condemnation of fifteen percent (15%) or more (but less than the whole) of the Premises, Landlord and Tenant may elect to terminate this Lease by giving notice to the other within sixty (60) days of the receipt by such party of notice of such condemnation. If the Lease is not terminated as set forth above, Landlord shall restore the Premises to the condition inunediately preceding such taking within one hundred and twenty (120) days of such taking. The Rent shall abate proportionate to the portion of the Premises so taken, until and unless-such taken portion of the Premises is restored by Landlord. All compensation awarded for any condemnation shall be the property of Landlord, whether such

. damages shall be awarded as a compensation for diminution in the value of the leasehold or to the -fee of the Premises, and Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to any and all such compensation. Notwithstanding anything herein to the contrary, any condemnation ·award to Tenant shall be available only to the extent such award is payable separately to Tenant and does not diminish the award available to Landlord or any Lender of

:Landlord. Any additional portion of such award shall belong to the Landlord.

9. REP Am AND MAINTENANCE

A. Tenant's Obligations. Excluding the repairs to be made by Landlord below, Tenant shall keep the interior of Premises in good working order, repair and condition and shall make all necessary non-structural repairs thereto. Tenant's obligations hereunder shall include but not be limited to Tenant's trade fixtures and equipment, security systems, signs, keys and locks, and alterations to the Premises whether installed by Tenant or Landlord. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right, at its sole cost and expense with at least thirty (30) days prior written notice and subject to Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed to perform at any time during the Term: (1) an electrical upgrade or alterations as are necessary to comply with the security requirements under the. Code for the Tenant's Use; and (2) such other changes and alterations as may be required as a condition of the issuance of the Necessary License. Tenant shall submit all plans and specifications for any of the foregoing work at least thirty (30) days prior to the commencement of any such work. In the event that any work requires any upgrade or modification to the Building, or any of its systems, including, but not limited to, the electric system, then Tenant shall be solely responsible for the costs of said upgrade or modification. · ·

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B. Landlord's Obligations. Landlord shall make all necessary structural repairs (including the exterior walls, foundation, .roof and roof membrane) to the Building (at Landlord's sole cost and expenses without reimbursement from Tenant) and any necessary repairs to the Premises and the Common Areas including standard mechanical, HV AC, electrical, and plumbing systems in or servicing the Premises (the cost of which shall be included in Operating Expenses), excluding repairs required to be made by Tenant pursuant to this Article. · Landlord shall have no

. responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair. Landlord shall not be liable for any failure to make repairs or to perform any maintenance unless such failure shall persist for an unreasonable time (set forth in Section 16) after written notice of the need for such repairs or maintenance is received by Landlord from Tenant. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible to perform or pay any portion of the cost of any capital improvements required to be made to the Premises except such as (i) are required for Tenant's Use or (ii) are required by applicable laws first enacted after the Commencement Date. The capital improvements under subclause (ii), above, shall be performed and paid for by Landlord and shall be amortized over the useful life of such

· improvement (as determined according to GAAP) on a straight line basis, without interest, and with a reasonable salvage value and Tenant shall pay such portion of such amortized costs which fall within the Lease Term.

10. INSPECTION OF PREMISES

Tenant shall permit the Landlord, and its authorized representatives upon not Jess than 48-hour notice to enter the Premises to show the Premises to prospective lenders or purchaser during normal business hours of Premises and at other reasonable times to inspect the Premises and to make such repairs, improvements, alterations or additions in the Premises or in the Premises of which they are a part as Landlord may deem necessary or appropriate, provided that Landlord shall use commercially reasonable efforts to minimize any interference with Tenant's use and enjoyment and access to the Premises.

11. SURRENDER OF PREMISES

Upon the expiration of the Term, or sooner termination of the Lease, Tenant shall quit and surrender to Landlord the Premises, broom clean, in good order and condition, normal wear and tear and damage by fire and other casualty or condemnation excepted. All leasehold improvements and other fixtures in or serving the Premises, whether installed by Tenant or Landlord, remaining after expiration or termination shall be Landlord's property and shall remain, all without compensation, allowance or credit to Tenant, except that Tenant shall have the right to remove its personal property, trade fixtures or equipment prior to said expiration or termination.

12. HOLDING OVER

Tenant shall pay Landlord 150% of the amount of Base Rent (plus 100% of the Additional Rent) ·• then applicable prorated on a per diem basis for each day Tenant Shall retain possession of the Premises or any part thereof after expiration or earlier termination of this Lease.

13. SUBLETTING AND ASSIGNMENT

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Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign or sublet all, or any portion ot; the Premises (each, a "Transfer"). Consent by Landlord hereunder,~hall in no way operate as a waiver by Landlord of, or to release or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord's consent to any subsequent assignment, subletting, transfer, use or occupancy. Notwithstanding the foregoing, Landlord's consent shall not be required for any of the following Transfers (each of which shall be a "Permitted Transfer"): (1) a public or private offering or transfer of shares or other ownership interests of Tenant, or the sale or transfer thereof on a stock exchange or equivalent trading system, (2) a Transfer to any person(s) or entity who controls, is controlled by or is under common control with Tenant, (3) a Transfer to any entity resulting from the merger, consolidation or other reorganization with Tenant,

· whether or not Tenant is the surviving entity or (4) a Transfer to any person or legal entity which acquires all or substantially all of the assets or stock (or other ownership interests) of Tenant (each of the foregoing is hereinafter referred to as a ''Tenant Affiliate"); provided that for such Permitted Transfer to be effective, (a) in the case of an assignment of this Lease, said Tenant Affiliate shall assume, in full, the obligations of Tenant under this Lease, (b) Landlord shall be given written notice of such Permitted Transfer and (c) the use of the Premises (or portion thereof) by the Tenant Affiliate shall be the same as permitted to Tenant under this Lease. For purposes of this paragraph, the term "control" means possession, directly or indirectly, of the power to direct or cause the .direction of the management, affairs and policies of anyone, whether through the ownership of voting securities, by contract or otherwise. If Landlord's consent is required hereunder for a proposed Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice which includes a reasonably detailed description of the proposed Transfer and the transferee. Landlord's consent shall be granted to denied within thirty (30) days of receipt of Tenant's notice.

14. ·. SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

This Lease is subject and subordinate to all mortgages and encumbrances and other matters of public record applicable to the Premises. If any foreclosure or power of sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Tenant agrees, upon written request of any such Lender or any purchaser at such foreclosure sale, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment.

15. ESTOPPEL CERTIFICATE

Tenant shall from time to time, upon written request by Landlord or Lender, deliver to Landlord or . Lender, within ten (1 O) business days after from receipt of such request, a statement in writing certifYing: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifYing that the Lease, as modified, is in full force and effect); (ii) the dates to which the Rent has been paid; (iii) that Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifYing each such default); and, (iv) the address to which notices to Tenant shall be sent; it being understood that any such statement so delivered may be relied upon by a Landlord's lender or purchase in connection with

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any lease, mortgage or transfer.

16. DEFAULTS

If Tenant: (i) fails to pay within five (5) business days after receipt of Landlord's notice of such failure, provided that Landlord shall not be required to give more than two (2) such notices in any given 12-month period any installment or other payment of Rent, or to keep in effect any insurance required to be maintained; or (ii) abandons the Premises without payment of Rent, or (iii) becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary bankruptcy or an involuntary petition in bankruptcy is filed against Tenant which petition is not dismissed within sixty (60) days of its filing, or (iv) fails to perform or observe any of the other covenants, conditions or agreements contained herein on Tenant's part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord, provided, however, such time period shall be extended if the subject default is not reasonably capable of being cured in such thirty (30) day period if Tenant commences to cure in such thirty (30) day period and thereafter diligently prosecutes such cure to completion, then any such event or conduct shall constitute a "default" hereunder.

If Tenant shall file a voluntary petition pursuant to the United States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the "Bankruptcy Code"), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant pursuant to the Bankruptcy Code and said petition is not dismissed within sixty (60) days after such filing, or if a receiver shall be appointed for its business or its assets and the appointment of such receiver is not vacated within sixty (60) days after such appointment, or if it shall make an assignment for the benefit of its creditors, then Landlord shall have all of the rights provided for in the event of nonpayment of the Rent.

Landlord shall be in default under this Lease if Tenant has given written (or verbal, in case of emergency) notice to Landlord (and, if requested by Landlord, to Landlord's mortgagee ifthe mortgagee has notified Tenant in writing of its interest and the address to which such notices are to be sent) of any such default by Landlord and Landlord has failed to cure such default within thirty (30) days (or with reasonable promptness, in case of emergency) after Landlord received notice thereof Provided, however, that if the nature of Landlord's default in a non-emergency situation is such that more than thirty (30) days are reasonably required for a cure, then Landlord shall not be deemed to be in default if Landlord commences such cure within the original thirty (30) day period and thereafter diligently prosecutes the cure to completion. In the event Landlord defaults in any obligation under the Lease and the applicable cure period has expired, Tenant shall be entitled to cure the default, at Tenant's option, including the payment of monies directly to the party to whom the obligation is owed, or Tenant may pursue any other remedy permitted or available to Tenant under Applicable Law. In the event of any such payment by

· Tenant, Tenant shall receive credit toward any Rent due to Landlord to the extent of any payment made. The failure of Tenant to pursue any remedy shall not be deemed as a waiver by reason of any subsequent breach or breaches by the Landlord. The exercise of any remedy by Tenant shall not be deemed an election of remedies or preclude Tenant from exercising any other remedies in the future. In no event will Landlord be responsible for lost profits or interruption of business as a result of any alleged default by Landlord hereunder.

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17. REMEDIES OF LANDLORD

The remedies provided Landlord under this Lease are cumulative.

(a) Upon the occurrence of any default, Landlord may serve notice on Tenant that the Term and the estate hereby vested in Tenant and any and all other rights of Tenant hereunder shall cease on the date specified in such notice and on the specified date this Lease shall cease and expire as ·fully and with the effect as if the Term had expired for passage of time.

(b) Without terminating this Lease in case of a default or if this Lease shall be terminated for default as provided herein, Landlord may re-enter the Premises, remove Tenant, or cause Tenant to be removed from the Premises in such manner as Landlord may deem advisable, with legal process, and using such reasonable force as may be necessary. In the event of re-entry without terminating this Lease, Tenant shall continue to be liable for all Rents and other charges accruing or coming due under this Lease.

(c) If Landlord, without terminating this Lease, shall re-enter the Premises or if this Lease shall ·be terminated as provided in paragraph (a) above:

(i) All Rent due .from Tenant to Landlord shall thereupon become due and shall be paid up to the . time of re-entry, dispossession or expiration,· together with reasonable costs and expenses

(including, without limitation, attorneys' fees) of Landlord;

(ii) Landlord, without any obligation to do so, may relet the Premises or any part thereof for a term or terms which may at Landlord~s option be less than or exceed the period which would otherwise have constituted the balance of the Term and may grant such concessions in reletting as Landlord, in the exercise of its reasonable business judgment, deems desirable. In counection with such reletting, Tenant shall be liable for all costs of the reletting including, without limitation, rent concessions, leasing commissions, legal fees and alteration and remodeling costs; and

(iii) If Landlord shall have terminated this Lease, Tenant shall also be liable to Landlord for all damages provided for in law and under this Lease resulting from Tenant's breach including, without limitation, the difference between the aggregate rentals reserved under the terms of this Lease for the balance of the Term together with all other sums payable hereunder as Rent for the balance of the Term, less the fair rental value of the Premises for that same period. For purposes of this paragraph, Tenant shall be deemed to include any guarantor or surety of the Lease.

(d) In addition to the above, Landlord shall have any and all other rights provided a landlord under law or equity for breach of a lease or tenancy by a tenant.

(e) Tenant and Landlord hereby waive all right to trial by jury in any claim, action proceeding · or counterclaim by either Landlord or Tenant against each other or any matter arising out of or in

.. any way·connected with this Lease, the relationship of Landlord and Tenant, and/or Tenant's use or occupancy or the Premises.

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(f) Notwithstanding anything to the contrary set forth in this Lease, or any default damages that may be pennitted or authorized by applicable law, in no event shall damages recoverable from

· Tenant as a consequence of Tenant's default under this Lease include any consequential or punitive damages.

18. QUIET ENJOYMENT

Landlord covenants and agrees with Tenant that so long as Tenant pays the Rent and observes and perfonns all the tenns, covenants, and conditions of this Lease on Tenant's part to be observed and perfonned, Tenant may peaceably and quietly enjoy the Premises subject, nevertheless, to the

· tenns and conditions of this Lease, and Tenant's possession will not be disturbed by anyone claiming by, through, or under Landlord.

19. FORCE MAJEURE

Landlord and Tenant shall be excused for the period of any delay in the perfonnance of any . obligation (except for any monetary obligations) hereunder when prevented from so doing by a cause or causes beyond its control, including all labor-disputes, civil commotion, war, war-like operations, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, inability to obtain any material, services or financing, or through acts of God.

20. BROKER .

. Landlord and Tenant represent and warrant to each other that neither has dealt with any broker, finder or agent except for McDonough Realty Services, Inc. and that no commissions, fees, or compensation of any kind are due and payable in connection herewith to any broker, agent

· .commission salesperson, or other person. Landlord shall be responsible for paying the brokerage fees of the broker referenced above. Landlord and Tenant agree to indemnifY each other and hold one another harmless from any and all claims, suits, or judgments (including, without limitation, reasonable attorneys' fees and court costs incurred in connection with any such claims, suits, or judgments, or in connection with the enforcement of this indemnity) for any fees, commissions, or compensation of any kind which arise out of or are in any way connected with any claimed agency relationship not referenced herein. ·

21. PARKING

Landlord hereby grants to Tenant the right, at no additional cost to Tenant, in common with others authorized by Landlord and subject to availability, to park up to fifteen (15) motor vehicles in the remote Nonotuck Mill parking lot shown on Exhibit B. Landlord, at its sole election, may designate the types and locations of parking spaces within the parking lot which Tenant shall be allowed to use from time to time.

22. HAZARDOUS MATERIALS · ·

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A. Defmition of Hazardous Materials. The tenn "Hazardous Materials" for purposes hereof shall mean any chemical, substance, materials or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous or toxic chemical, substance, materials or waste or component thereof (including without limitation mold) by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community "right-toknow" requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of a materials safety data sheet C'MSDS").

B. No Hazardous Materials. Tenant shall not transport, use, store, maintain, generate, manufacture, handle,· dispose, release or discharge any Hazardous Materials. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance and handling within the Premises of Hazardous Materials customarily used in the business or activity expressly permitted to be undertaken in the Premises under Article 3, provided: (a) such Hazardous Materials shall be used and maintained only in such quantities as are

· reasonably necessary fur such permitted use of the Premises and the ordinary course of Tenant's business therein, strictly in accordance with applicable law, highest prevailing standards, and the manufacturers' instructions therefor, (b) such Hazardous Materials shall not be disposed of, released or discharged in the Premises, and shall be transported to and from the Premises in compliance with all applicable laws, and as Landlord shall reasonably require, (c) if any applicable law or Landlord's trash removal contractor requires that any.such Hazardous Materials be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), and (d) any remaining such Hazardous Materials shall be completely, properly and lawfully removed from the Premises upon expiration or earlier termination of this Lease.

C. Notices To Landlord. Teoant shall promptly upon receipt of a notice thereof notifY Landlord of: (i) . any eoforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the preseoce of any Hazardous Materials on the Premises or the migration thereof from or to other property, (H) any demands or claims made or threatened by any party relating to any loss or injury resulting from any Hazardous Materials on the PremiseS, (iii) any release, discharge or non-routine, improper or unlawful disposal or transportation of any Hazardous Materials on or from the Premises or in violation of this Article, and (iv) any matters where Tenant is required by law to give a notice to any governmental or regulatory authority respecting any Hazardous Materials on the Premises. Landlord shall have the right (but not the obligation) to join and participate, as a party, in any legal proceedings or actions

· affecting the Premises initiated in connection with any environmental, health or safety law. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list, certified to be true and complete, identifYing any Hazardous Materials thea used, stored, or maintained upon the.Premises, the use and approximate quantity of each such materials, a copy of any MSDS issued by the manufacturer therefor, and such other infonnation as Landlord may reasonably require or as may be required by law.

D. Indemnification of Landlord. Except to the extent ·caused by Landlord, its employees, contractors, invitees, successors or assigus, if any Hazardous Materials are released, discharged or

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disposed of by Tenant or any other occupant of the Premises, or their employees, agents, invitees or contractors, on or about the Premises in violation of the foregoing provisions, Tenant shall immediately, properly and in compliance with applicable laws clean up, remediate and remove the Hazardous Materials from the Premises and any other affected property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant's expense (without limiting Landlord's other remedies therefor). Tenant shall further be required to indemnify and hold Landlord, Landlord's directors, officers, employees and agents harmless from and against any and all claims, demands, liabilities, losses, damages, .penalties and judgments directly or indirectly arising out of or attributable to a violation of the provisions of this Article by Tenant, Tenant's

·occupants, employees, contractors or agents. Any clean up, remediation and removal work shall be . subject to Landlord's prior written reasonable approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any governmental body having jurisdiction or reasonably required by Landlord. If Landlord or any Lender or governmental body arranges for any tests or studies showing that this Article has been violated by Tenant, Tenant shall pay for the costs of such tests.

The provisions of this Article shall survive the expiration or earlier termination of this Lease.

21. MISCELLANEOUS PROVISIONS

A.. NOTICES.

All notices and directions to either party shall be in writing and, shall be deemed given . when delivered or deposited in the Unites States mail, and, if delivered by mail, shall be mailed . by registered or certified first class mail, return receipt requested, or by a national overnight

delivery courier service, postage prepaid, and addressed as follows:

(i) to Landlord at 270 Exchange Street, Chicopee, MA 01013; with a copy to Michael P. Ryan, Esq., Crevier & Ryan, LLP, 1500 Main Street, Springfield, MA 01115-5727

(ii) to Tenant at the Premises with a copy to: 45 Orchard Street, Swampscott, Massachusetts 01907

or, as to all of the foregoing, to such other address as the addressee shall have indicated by prior notice (in accordance with the provisions of this Section) to the one giving the notice or direction in question

B. RELATIONSlliP OF THE PARTIES.

-Nothing contained in this Lease shall be construed by the parties hereto, or by any third party, as constituting the parties as principal and agent, partners or joint venturers, nor shall anything herein render either party liable for the debts and obligations of any other party, it being understood and agreed that the only relationship between Landlord and Tenant is that of Landlord and Tenant.

C. ENTIRE AGREEMENT: MERGER.

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OR1GINAL- New England Treatment Access, Inc. #2

T.bis Lease embodies the entire agreement and understanding betw.een the parties respecting the Lease and the Premises and supersedes all prior negotiations, agreements and understandings between the parties, all of which are merged herein. No provision of this Lease may be modified, waived or discharged except by an instrument in writing signed by the party against which

· enforcement of such modification, waiver or discharge is sought.

D. MEMORANDUM OF LEASE.

·Neither party, without the written consent of the other, will execute or record this Lease or any sununary or memorandum of this Lease in any public recorders office, except that upon request of Tenant, Landlord shall execute and deliver to Tenant a notice of Lease in the recordable form mutually acceptable to Landlo~d and Tenant, which Tenant shall have the right to record with the applicable Registry of Deeds.

E. NOW AIVERS: AMENDMENTS.

Failure of Landlord to insist upon strict compliance by Tenant of any condition or provision of this . Lease shall not be deemed a waiver by Landlord of that condition. No waiver shall be effective against Landlord unless in writing and signed by Landlord. Similarly, this Lease cannot be amended except by a writing signed by Landlord and Tenant. Landlord hereby waives any right of

. distraint or other common law or statutory lien it may have, if any, on Tenant's personal property located on or about the Premises.

F. SUCCESSORS AND ASSIGNS.

· The conditions, covenants and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

G. CAPTIONS.

The captions and headings used in this Lease are for convenience only and in no way define or limit the scope, inte~retation or content of this Lease.

H. GOVERNING LAW

This Lease shall be construed and governed by the Laws of the Commonwealth of Massachusetts. Each term and provision of this Lease shall be enforced to the fullest extent permitted by law. Should any provisions of this Lease be held to be wholly invalid, illegal or not enforceable under

. such state laws or any federal laws, it or they shall be considered severable and the Lease, its remaining terms and conditions, shall remain in full force and be binding upon Landlord and Tenant as though such severed provisions had never been included.

I. ATTORNEY'S FEES

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In the event a suit is filed by either Landlord or Tenant in order to enforce the terms, conditions and covenants of this Lease, the prevailing party shall be entitled to reasonable attorney's fees and costs incurred in connection therewith at both the trial and appellate levels.

[signatures appear on the following page]

17


IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have duly executed this Lease as a Massachusetts contract under seal as of the date first written above.

Attest or Witness:

Attest or Witness:

By: ./ Name Typed: )1J!!/fkw ). fll oN.t!'-'"'J/, Title: />1 11;.; 11 CfVL

TENANT: NEW ENGLAND TREATMENT ACCESS, INC.

I')' I. . . By: . N arne Typed: .4, K N (] 1'/ ·J f!f t:O Title: CF 0

18


EXHIBIT A


EXHIBITB

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Exhibit C

Building's Rules and Regulations and Janitorial Specifications

Ifthese Rules and Regulations conflict with the Lease, provisions of the Lease shall Control

' '

1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Building shall not be obstructed or encumbered or used for any purpose other than ingress and egress to and from the premises demised to any tenant or occupant.

2. No awnings or other projection shall be attached to the outside walls or windows of the Building without the prior consent of Landlord. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the premises demised to any tenant or occupant, without the prior consent of Landlord. Such awnings, projections, curtains, blinds, shades, screens or other fixtures must be of a quality, type, design and color, and attached in a manner, approved by Landlord.

3. No sign, advertisement, object, notice or other lettering shall be exhibited, inscribed, painted or affixed on any part of the outside or inside of the premises demised to any tenant or occupant of the Building without the prior consent of Landlord. Interior signs on doors and directory tables, if any, shall be of a size, color and style approved by Landlord.

4. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed, nor shall any bottles, parcels, or other articles be placed on any window sills.

5. No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors, vestibules or other public parts of the Building.

6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other substances shall be thrown therein. No tenant shall bring or keep, or permit to be brought or kept, any inflannnable, combustible, explosive or hazardous fluid, materials, chemical or substance in or about the premises demised to such tenant.

7. No tenant or occupant shall mark, paint, drill into, or in any way deface any part of the · Building or the premises demised to such tenant or occupant. No boring, cutting or stringing of wires shall be permitted, except with the prior consent of Landlord, and as Landlord may direct. No tenant or occupant shall install any resilient tile or similar floor covering in the premises demised to such tenant or occupant except in a manner approved by Landlord.


8. No animals of any kind, except service animals, shall be brought into or kept in or about the premises demised to any tenant. No cooking shall be done or permitted in the Building by any tenant without the approval of the Landlord. No tenant shall cause or permit any unusual or objectionable odors to emanate from the premises demised to such tenant.

9. No space in the Building shall be used for manufacturing, for the storage of merchandise, or for the sale of merchandise, goods, or property of any kind at auction, without the prior consent of Landlord.

10. No tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with other tenants or occupants of the Building or neighboring buildings or premises whether by the use of any musical instrument, radio, television set or other audio device, umnusical noise, whistling, singing, or in any other way. Nothing shall be thrown out of any doors or window.

11. No additional locks or bolts of any kind shall be placed upon any of the doors or windows, nor shall any changes be made in locks or the mechanism thereof. Each tenant must, upon the termination of its tenancy, restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such tenant.

12. All removals from the Building, or the carrying in or out of the Building or the premises demised to any tenant, of any safes, freight, furniture or bulky matter of any description must take place at such time and in such manner as Landlord or its agents may determine, from time to time. Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of the Rules and Regulations or the provisions of such Tenant's lease.

13. No tenant or occupant shall purchase spring water, ice, food, beverage, lighting maintenance, cleaning towels or other like service, from any company or person not approved by Landlord. No vending machines of any description shall be installed, maintained or operated upon the premises demised to any tenant without the prior consent of Landlord.


· 14. Landlord shall have the right to prohibit any advertising by any tenant or occupant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon notice from Landlord, such tenant or occupant shall refrain from or discontinue such advertising.

15. Landlord reserves the right to exclude from the Building, between the hours of 6:00P.M. and 8:00A.M. on business days and at all hours on Saturdays, Sundays and holidays, all persons who do not present a pass to the Building signed by Landlord. Landlord will furnish passes to persons for whom any tenant requests such passes. Each tenant shall be responsible for all persons for whom it requests such passes and shall be liable to Landlord for all acts of such persons.

16. Each tenant, before closing and leaving the premises demised to such tenant at . any time, shall see that all entrance doors are locked and all windows closed. Corridor doors, when not in use, shall be kept closed.

17. Each tenant shall, at its expense, provide artificial light in the premises demised to such tenant for Landlord's agents, contractors and employees while performing janitorial or other cleaning services and making repairs or alterations in said premises.

18. No premises shall be used, or permitted to be used for lodging or sleeping, or for any immoral or illegal purposes.

19. The requirements of tenants will be attended to only upon application at the office of Landlord. Building employees shall not be required to perform, and shall not

. be requested by any tenant or occupant to perform, and work outside of their regular duties, unless under specific instructions from the office of Landlord.

20. Canvassing, soliciting and peddling in the Building are prohibited and each tenant and occupant shall cooperate in seeking their prevention.

21. There shall not be used in the Building, either by any tenant or occupant or by their agents or contractors, in the delivery or receipt of merchandise, freight, or other matter, any hand trucks or other means of conveyance except those equipped with rubber tires, rubber side guards and such other safeguards as Landlord may require,

22. Ifthe Premises demised to any tenant become infested with vermin, such tenant, at its sole cost and expense, shall cause its premises to be exterminated, from time to time, to the satisfaction of Landlord, and shall employ such exterminators therefor as shall be approved by Landlord.

23. No premises shall be used, or permitted to be used, at any time, without the prior approval of Landlord, as a store for the sale or display of goods, wares or merchandise of any kind, or as a restaurant, shop, booth, bootblack or other stand,


or for the conduct of any business or occupation which predominantly involves direct patronage of the general public in the premises demised to such tenant, or for manufacturing or for other similar purposes.

24. No tenant shall clean any window in the Building from the outside.

25. No tenant shall move, or permit to be moved, into or out of the Building or the premises demised to such tenant, any heavy or bulky matter, without the specific approval of Landlord. If any such matter requires special handling, only a qualified person shall be employed to perform such special handling. No tenant shall place, or permit to be placed, on any part of the floor or floors of the premises demised to such tenant, a load exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of safes and other heavy matter, which must be placed so as to distribute the weight.

26. Landlord shall provide and maintain an alphabetical directory board for the tenants and occupants of the Building and no other directory shall be permitted without the prior consent of Landlord. Each tenant shall be allowed one line on such board unless otherwise agreed to in writing.

27. With.respect to work being performed by a tenant in its premises with the . approval of Landlord, the tenant shall refer all contractors, contractors'

representatives and installation technicians to Landlord for its supervision, approval and control prior to the performance of any work or services. This

. provision shall apply to all work performed in the Building including installation of telephones, telegraph equipment, electrical devices and attachments, and installations of eve1y nature affecting floors, walls, woodwork, trim, ceilings, equipment and any other physical portion of the Building.

28. Landlord shall not be responsible for lost or stolen personal property, equipment, money, or jewelry from the premises of tenants or public rooms whether or not such loss occurs when the Building or the premises are locked against entry.

29. Landlord shall not permit entrance to the premises of tenants by use of pass keys controlled by Landlord, to any person at any time without written permission from such tenant, except employees, contractors, or service personnel directly supervised by Landlord and employees of the United States Postal Service.

30. Each tenant and all of tenant's employees and invitees shall observe and comply with the driving and parking signs and markers on the Land surrounding the Building, and Landlord shall not be responsible for any damage to any vehicle towed because of noncompliance with parking regulations.


31. Without Landlord's prior approval, no tenant shall install ariy radio or television antenna, loudspeaker, music system or other device on the roof or exterior walls of the Building or on common walls with adjacent tenants.

· 32. Each tenant shall store all trash and garbage within its premises or in such other areas specifically designated by Landlord. No materials shall be placed in the ·trash boxes or receptacles in the Building unless such materials may be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage and will not result in a violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be only through entryways and elevators provided for such purposes and at such times as Landlord shall designate.


EXHIBITD COMMENCEMENT DATE AGREEMENT

THIS COMMENCEMENT DATE AGREEMENT ("Agreement") is entered into as of this . __ day of · 20_ by and between NONOTUCK MILL, LLC, a Massachusetts limited liability company, hereinafter called "Landlord," and NEW ENGLAND TREA1MENT ACCESS, INC., a Massachusetts non-profit corporation, hereinafter called "Tenant".

WITNESSETH:

· 1. This Agreement is made pursuantto Section 4 of that certain Lease dated as of _______ , 2013, between Landlord and Tenant (the "Lease").

2. It is hereby stipulated that the Commencement Date, as defined in the Lease, is --------> 20_ and the Initial Term shall expire on ______ __, 20 as set forth and provided for in the Lease.

IN WITNESS WHEREOF, the parties hereto have executed this instrument under seal as of the day and year first above written.

LANDLORD:

NONOTUCK MILL, LLC ·

By.~· ----------------------Name.~·-----------~---Title:. ______________ _

TENANT:

NEW ENGLAND TREATMENT ACCESS, JNC.

By:. ______________________ __ .Name: _____________ _

Title:. _____________ _

ExhibitE Tenant's Work


Tenant's Work shall consist of the following: safe separation of electrical, mechanical and HV AC systems necessary for the construction of the Premises; construction of all interior and demising partitions; installation of all interior door frames, doors and hardware; floor preparation and floor finishes; wall treatments; painting; communications, data and electrical distribution; ceiling; lighting controls and fixtures; HV AC units and all gas piping and wiring and roof curbs distribution and control of perimeter control units; rest rooms with all required plumbing therefor; fire alarm devices and fire suppression system; and, any specific requirements as described on the Plans which Tenant will submit to Landlord for approval, such approval will not be unreasonably delayed or conditioned. ·

EVIDENCE OF INTEREST IN CULTIVATION SITE

(Exhibit 5.2)


Corporation Name: New England Treatment Access, Inc. _____ _ Application# (if more than one): __ 2 __ _


5 Forge Parkway, Norfolk Lease

Franklin MA 02038

.

L_ ____


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~ 13

LEASE AGREEMENT


THIS LEASE AGREEMENT dated as of the I'' day of September, 2013 (the "Effective Date"),

by and between CURTIS PATALANO and JAMES F. DADDARIO, Trustees of the JD FAMILY

TRUST, under declaration of trust dated June 6, 2012, of 20 Marvin Avenue, Franklin, Massachusetts

02038, hereinafter called "Landlord," and NEW ENGLAND TREATMENT ACCESS, INC., a

Massachusetts non-profit corporation with a principal place of business at 45 Orchard Street,

Swampscott, Massachusetts 01907, hereinafter called "Tenant," provides:

WITNESSETH

1. PREMISES

1.1. In consideration of the rents and covenants hereinafter reserved and contained and other

good and valuable consideration, subject to the conditions hereinafter expressed, Landlord leases to

Tenant, and Tenant leases from Landlord, that certain parcel of improved real property (the "Property")

having a mailing address of 5 Forge Parkway, located in the Town of Franklin, Norfolk County,

Massachusetts and more particularly described on Exhibit A attached hereto and made a pmt hereof,

including the building (the "Building") and other improvements thereon, and together with all rights,

privileges, tenements, hereditaments, easements and appurtenances thereunto belonging or in anywise

appertaining, including without limitation, loading docks, parking m·eas, garage and Building

mezzanine, being hereinafter referred to as the "Premises." The Premises include the entire Building

containing approximately 60,150 rentable square feet of space. Landlord shall deliver the Premises to

Tenant on the Rent Commencement Date (defined below) clean and free of debris and other tenant's

improvements and belongings. Landlord warrants to Tenant that the roof, plumbing, fire sprinkler

system, lighting, HV AC and electrical systems in the Premises shall be in good operating condition on

the Rent Commencement Date and during the initial twelve (12) months of the Initial Period (as

hereinafter defined). In the event of a non-compliance with such warranty, Landlord shall, except as

otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting fotth the

natme and extent of such non-compliance, rectify same at Landlord's cost and expense.

2. TERM 2.1. The term of this Lease shall commence on the Effective Date. Tenant shall be entitled to

occupy the Premises and shall commence paying rent on the date Tenant is granted a medical

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marijuana license in connection with the Tenant's Use (as hereinafter defined) by the Commonwealth

of Massachusetts pursuant to Chapter 369 of the Acts of2012 and 105 CMR 725.000 (collectively, the

"Code") and all other necessary pennits and approvals from the Town of Franklin for the Tenant's Use

including, but not limited to, site plan approval from the Franklin Planning Board (collectively, the

"Necessary License") (such date after expiration of any applicable appeals periods is hereinafter called

the "Rent Commencement Date"); provided, however, that in no event shall the Rent Commencement

Date be later than April!, 2014. In the event that Tenant is unable to obtain the Necessary License or

if the applicable appeals periods did not expire on or before April I, 2014, this Lease shall terminate

and be deemed null and void without recourse to the parties hereto and Landlord shall promptly return

to Tenant all deposits, prepaid rent or escrow funds, if any. The Premises shall be delivered to Tenant

in "AS-IS" condition, except as set forth in Section 1.1. The initial term of this Lease will expire at

twelve o'clock, midnight, Eastern Standard Time on the last day of the tenth (lOth) full "Lease Year"

(as hereinafter defined) after the Rent Commencement Date, such period hereinafter called the "Initial

Period," except as may be earlier terminated or extended as set fmth in the Lease. The term "Lease

Year" as used herein will mean a period of twelve (12) consecutive full calendar months, except if the

Rent Commencement Date is not the first day of a calendar month, then the first Lease Year will begin

on the first day of the calendar month following the Rent Commencement Date. Each succeeding

Lease Year will begin upon the anniversary date of the first Lease Year. Landlord and Tenant shall,

upon request, execute a memorandum setting fmth the Rent Commencement Date and the date of

expiration of the Initial Period in the form attached hereto as Exhibit B.

2.2. Provided no uncured Event of Default (as hereinafter defined) has occurred and is

continuing, Tenant shall have the option to extend this Lease for one (I) additional period of five

(5) years, hereinafter called the "Extension Period," upon the same terms and conditions as provided

herein, saving and excepting the increase in rent provided for herein. The phrases "term of this Lease"

or "Lease Term" as used herein shall include the properly exercised Extension Period. The Extension

Period shall be exercised by Tenant giving written notice to Landlord not less than twelve (12)

calendar months prior to the expiration of the Initial Period.

3. RENT

3.1. Throughout the Initial Period of this Lease, Tenant covenants and agrees to pay to

Landlord a monthly base rent, payable in advance on the first day of each calendar month thereof,

prorated for pmtial lease months, as follows:

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RENT PERIOD MONTHLY RENT ANNUAL RENT

First Lease Year $32,581.25 $390,975.00

Second Lease Year $33,721.59 $404,659.13

Third Lease Year $34,901.85 $418,822.15

Fourth Lease Year $36,123.41 $433,480.93

Fifth Lease Year $37,387.73 $448,652.76

Sixth Lease Year $38,696.30 $464,355.61

Seventh Lease Year $40,050.67 $480,608.06

Eighth Lease Year $41,452.45 $497,429.34

Ninth Lease Year $42,903.28 $514,839.37

Tenth Lease Year $44,404.90 $532,858.75

3.2. Should this Lease be extended as provided herein, the base rent for the first year of the

Extension Period shall be equal to the "fair market rent" for the Premises at the time of the execution of

the option but in no event less than the base rent paid in the Lease Year immediately preceding the

Extension Period. The "fair market rent" shall be the rent mutually determined by Landlord and Tenant

through the process of negotiation. Notwithstanding anything to the contrary contained herein,

however, if for any reason whatsoever Landlord and Tenant shall not agree in writing upon the "fair

market rent" for the first year of the Extension Period at least nine (9) months prior to the expiration of

the Initial Period, then the fair market rent for the Premises shall be determined by licensed real estate

appraisers havil).g at least five (5) years' experience in the appraisal of commercial real estate in the

Franklin, Massachusetts area, one such appraiser to be designated by each of Landlord and Tenant. If

either party shall fail to designate its appraiser by giving notice of the name of such appraiser to the

other party within fifteen (15) days after receiving notice of the name of the other party's appraiser, then

the appraiser chosen by the other party shall determine the fair market rent and such appraiser's

determination shall be final and conclusive. If the appraisers designated by Landlord and Tenant shall

disagree as to the fair market rent, but if the difference between their estimates of fair market rent shall

be five percent (5%) or less of the greater of the estimates, then the average of their estimates shall be

the fair market rent for purposes hereof. In determining "fair market rent", the appraisers may take into

account, among other considerations, (i) the size and location of the Premises, (ii) the lease term, (iii)

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the condition of the Premises, (iv) the extent of services provided to the Premises; (v) the date as of

which the Extension Period is to become effective; (vi) free rent; (vii) brokerage commissions; and

(viii) other tenant concessions. If the appraisers designated by Landlord and Tenant shall disagree as to

the fair market rent, and if their estimates of fair market rent shall vary by more than five percent ( 5%)

of the greater of said estimates, then they shall jointly select a third appraiser meeting the qualifications

set forth above, and such third appraiser's estimate of fair market rent shall be the fair market rent for

purposes hereof if it is not greater than the greater of the other two estimates and not less than the lesser

of the other two estimates. If said third appraiser's estimate is greater than the greater of the other two

estimates, then the greater of the other two estimates shall be the fair market rent for purposes hereof;

and if the estimate of the third appraiser shall be less than the lesser of the other two estimates then the

lesser of the other two estimates shall be the fair market rent for purposes hereof. Each of Landlord and

Tenant shall pay for the services of its appraiser, and if a third appraiser shall be chosen, then each of

Landlord and Tenant shall pay for one-half of the services of the third appraiser. The base rent shall

increase by three and one-half percent (3.5%) during each subsequent year during the Extension Period.

3. 3. All payments of rent hereunder shall be made in cash or by check payable to Landlord,

without demand, and shall be mailed to Landlord at the address specified in the Notice section of this

Lease or to such other party and place as may be designated by written notice from Landlord to Tenant.

All amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly

denominated as 'rent, will constitute reut.

3.4. Tenant shall pay a service charge equal to five percent (5.0%) of the rent due if not

received within ten (10) days of its due date. In addition to such service charge, any rent paid more

than tbirty (30) days after due sball accrue interest at the rate of ten percent (10.0%) per annum, if

permissible, but in no event exceeding the maximum rate allowed by law, from the due date until paid.

Such service charge and interest payments shall not be deemed consent by Landlord to late payments,

nor a waiver of Landlord's right to insist upon timely payments at any time, nor a waiver of any

remedies to which Landlord is entitled as a result of the late payment of rent.

4. USE OF PREMISES

4.1. The Premises may be used for tbe cultivation, storage and distribution of medical

marijuana pursuant to the Code together with related offices, administrative uses and outdoor storage

of materials (the "Tenant's Use"), and for no other use without Landlord's prior written consent which

consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein

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contained to the contrary, Tenant shall have no right to occupy the Premises until the Rent

Commencement Date, provided, however that Tenant shall have access to the Premises prior to the

Rent Commencement Date for purposes ofperfonning such inspections and studies as may be required

to obtain the Necessary License. Commencing on the Rent Commencement Date, Tenant and Tenant's

employees and contractors shall have twenty-four (24)-hour access to the Building, seven (7) days per

week, subject to local ordinances and regulations.

5. UTILITIES

5 .I. Commencing on the Rent Commencement Date, Tenant shall pay all usual and customary

utility charges and security deposits for all utilities including, but not limited to, electricity, potable

water, storm sewer, sanitary sewer, telephone, telecom and natural gas service to the Premises

(collectively, the "Utilities"). All separately metered, non-shared Utilities shall be placed in Tenant's

name promptly following delivery of the Premises to Tenant. All non-separately metered, shared

Utilities shall be kept in Landlord's name during the term of this Lease and Tenant shall pay to

Landlord its share of such Utilities within thirty (30) days of written request, accompanied by a copy of

the subject utility bill. Landlord represents and warrants that the Premises is currently served by the

Utilities set forth above and all initial connection charges, hook-up and tap fees for such Utilities

(excluding usual and customary security deposits) have been paid or will be fully paid by Landlord on

or before the Rent Commencement Date. It Tenant requires additional utilities or services for the

Tenant's Use, Landlord shall cooperate with Tenant to enable Tenant to obtain such additional services

and utilities at Tenant's sole cost and expense.

5.2. Upon any interruption in utilities or services resulting fi·om the gross negligence or willful

misconduct of Landlord or its agents, contractors or employees, Tenant shall have the right to abate

rent until all the utilities and services are restored if Tenant determines, in its reasonable discretio[!, that

the interruption in utilities or services has substantially interfered with Tenant's use or enjoyment of

the Premises or'Tenant's conduct of business for more than two (2) consecutive business days. Tenant

shall have the right to terminate this Lease if (i) any such interruption in the utilities or services

continues for twenty (20) consecutive days and (ii) the interruption was the result of the gross

negligence or willful misconduct of Landlord or its agents, contractors or employees.

6. ALTERATIONS; EXPANSION OF PREMISES

6.1. During the term of this Lease, Tenant shall have the right at any time, and from time to

time, to make non-structural changes or alterations to the Premises without Landlord's prior consent

(but only after providing notice thereof to Landlord) and, upon Landlord's prior written consent, which

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ORIGINAL- New Engl~nd Treatment Access, Inc. #2

consent shall not be umeasonably withheld, conditioned or delayed, to make structural changes or

alterations to the Premises, provided that any such changes or alterations shall be made by Tenant at

Tenant's sole cost and expense, in a good and workmanlike manner pursuant to valid building permits,

if required, and in accordance with all applicable federal, state and local laws, regulations, ordinances,

rules, orders, building codes and zoning (collectively, "Applicable Laws"). Upon receipt of Tenant's

request for consent to any structural changes and alterations to the Premises, Landlord shall consent or

refuse such consent stating the reasons for such refusal within fomteen (14) days of receipt of such

Tenant's request. Each change or alteration, whether temporary or permanent in character, made by

Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and business

and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the

expiration or termination of this Lease without compensation to Tenant; provided, however, that

Landlord shall have the right to require Tenant to remove such changes and alteration at Tenant's sole

cost and expense, which required removal shall be specified by Landlord when Landlord consents to

Tenant's requested changes and alterations; fmther provided, however that Landlord shall not require

Tenant to remove any electrical, telecom, data and other cabling or wiring. Notwithstanding the

foregoing, Landlord hereby consents to the following work, which Tenant may perform at any time

during the Lease Term (the "Work"): (1) an electrical upgrade to 2,000 amps with expansion to 6,000

amps, Three Phase, 240 volts; (2) such alterations as are necessary to comply with the security

requirements under the Code for the Tenant's Use; and (3) such other changes and alterations as may be

required as a condition of the issuance of the Necessary License, but only after providing notice thereof

to Landlord.

6.2. In the event that, during the Initial Period, Tenant determines that Tenant's Use reasonably

requires the construction and addition of additional usable space to the Building (the "Expansion")

Tenant shall so notify Landlord (the "Expansion Notice") and Landlord shall, with reasonable

promptness (but no later than sixty (60) days after receipt of the Tenant's specifications for the

Expansion provided that Landlord shall have obtained a valid building permit for the Expansion)

commence construction of the Expansion for Tenant and pursue such construction with all due

diligence and complete the same in a good and workmanlike manner and in accordance with all

Applicable Laws and Tenant's specifications. The Landlord's obligations shall be contingent npon (i)

Landlord obtaining all necessary Local Approvals (as hereinafter defined) for the Expansion and (ii)

Landlord obtaining fmancing for the construction of the Expansion upon such terms and conditions as

are acceptable to Landlord in its sole and absolute discretion, provided, however, that if Landlord is not

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able to obtain such financing, despite Landlord's commercially reasonable efforts, Tenant may, but

shall not be required to, in its sole discretion, elect to finance such Expansion, in which case such

financing amount at the then prevailing financing rate (or Tenant's actual financing rate, if applicable)

shall be offset against rent next becoming due hereunder, until Tenant is completely reimbursed for

such costs. In cmmection with the Expansion, Landlord shall be responsible for performing all work

associated therewith but shall only be responsible for the cost of the Expansion work as described in

Schedule 6.2 attached hereto and Tenant shall be responsible for all costs associated with the

Expansion as described in Schedule 6.2. Upon issuance of a ce1iificate of occupancy by the Town of

Franklin for the Expansion, the base rent paid by Tenant pursuant to Section 3.1 of this Lease shall

increase by an amount equal to the rentable square footage of the Expansion multiplied by the per

square foot rent then paid by Tenant for the Premises. Upon substantial completion of the Expansion,

Tenant shall have the right to have its architect confirm Landlord's calculation of the rentable square

footage of the Expansion. Notwithstanding anything herein contained to the contrary, if the Expansion

Notice is sent to Landlord during the last tluee Lease Years of the Initial Period, such Expansion Notice

shall be accompanied by Tenant's exercise of the option set forth in Section 2.2 of the Lease.

7. LIENS

7.1. Tenant shall keep the Premises fi·ee and clear of mechanics', materialmen's and other liens,

and all charges, claims, and encumbrances caused or created by Tenant or anyone claiming through or

under Tenant. Tenant shall permit Landlord and its agents to enter into and upon the Premises at all

reasonable times upon a prior 24-hour notice and subject to compliance with Tenant's security

requirements for the purpose of placing upon the Premises notices of non-responsibility for the claims

of mechanics, matedalmen, and/or contractors, provided such entrance does not interfere with Tenant's

operations or access to the Premises.

7 .2. If Tenant shall cause any such mechanic's or other lien to be filed against the Premises,

Tenant shall either cause the same to be discharged of record within thirty (30) days after receipt of the

notice offiling of same or bonded over.

8. MAINTENANCE

8.1. Tluoughout the term of this Lease, Landlord shall keep (i) the roof (including the roof

membrane), foundation, exterior walls and other structural components of the Building, (ii) the

exterior sewer, water and utility lines servicing the Premises from the property line to the Building and

(iii) all exterior pavement on or about the Premises, in good condition and repair, excluding damage

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resulting from the negligence or willful misconduct of Tenant, its agents, employees or invitees which

shall be Tenant's responsibility. Further, Landlord shall be responsible for the replacement of all

mechanical, electrical, plumbing, lighting and other building and utility systems (the "Building

Systems") or any major components thereof whenever the cost to repair the said system or component

exceeds fifty percent (50%) of the replacement cost of such system or component. Landlord's

obligations under subparagraphs (i) - (iii) shall be performed at Landlord's sole cost and expense

without reimbursement from Tenant.

8.2. Throughout the term of this Lease, Tenant shall keep (i) the interior, non-structural

portions of the Premises, (ii) all Building Systems (excluding replacement as described in Section

8. 1, above) and (iii) all other portions of the Premises which are not the responsibility of Landlord

under the terms of this Lease, in like condition and repair as when received at the Rent

Commencement Date, reasonable wear and tear, casualty and condemnation excepted, and excluding

damage resulting from the negligence or willful misconduct of Landlord, its agents, employees or

invitees. Tenant shall be responsible for the removal of all snow and ice from the Premises and for all

landscaping of the Premises, except as set forth in Section 8.1 above.

8.3. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible to

perform or pay any portion of the cost of any capital improvements required to be made to the

Premises except such as (i) are required for Tenant's Use or (ii) are required by Applicable Laws first

enacted after the Rent Commencement Date. The capital improvements under subclause (ii), above,

shall be performed and paid for by Landlord and shall be am01tized over the useful life of such

improvement (as determined according to GAAP) on a straight line basis, without interest, and with a

reasonable salvage value and Tenant shall pay such portion of such amortized costs which fall within

the Lease Term. Tenant shall have the right upon written request to Landlord review Landlord's

records with respect to any charges alleged to be due from Tenant to Landlord under this Lease (with

the exception of base rent set forth in Section 3).

9. TAXES.

9 .I . Commencing on the Rent Commencement Date, Tenant covenants and agrees to pay and

discharge before delinquency thereof and before penalties shall accrue thereon, all general real estate

taxes and assessments ('Taxes") levied on the Premises during the term of this Lease, unless the same

are being contested in good faith. All such taxes during the first and last Lease Years shall be prorated.

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Landlord shall forward copies of all general real estate tax bills and assessments to Tenant not less

than twenty (20) days prior to their due date, otherwise Landlord shall be liable for all penalties,

interest payments, additional assessments or delinquency charges proximately resulting from

Landlord's delay in forwarding the subject tax bill. Tenant fmther agrees to pay all franchise taxes,

business taxes, personal property taxes or other similar rates and taxes which may be levied or

imposed upon Tenant's business and personal property located on or about the Premises. Landlord,

however, shall remain solely responsible for all sales taxes due on the rent payable herein, , and for its

own income taxes, capital, stock, succession, transfer, franchise taxes, gift, estate or inheritance tax,

business taxes and other similar rates and taxes peculiar to Landlord. The foregoing provisions of this

Section are predicated upon the present system of real estate taxation in the Commonwealth of

Massachusetts and the Town of Franklin. If taxes upon rentals, occupancy, or other factors shall be

imposed, in substitution, in whole or in part, for the present ad valorem real estate taxes, or which are

otherwise in the nature of a tax on real property, Taxes shall include such taxes on rentals, occupancy

or such other factors. For the purpose of determining Taxes for any given Lease Year, the amount to

be included for such Lease Year shall be Taxes which are assessed or become a lien during such Lease

Year rather than Taxes which are due for payment or paid during such Lease Year. If Landlord secures

an abatement or refund of any Taxes, Tenant shall receive its proportionate share of the amount of

such abatement or refund (i.e., the net amount remaining after paying all reasonable costs and

expenses of securing the abatement or refund, including reasonable attorneys' fees) as a credit to be

applied by Landlord against rent next becoming due (or, if no fmther rent is due from Tenant, by a

cash payment by Landlord to Tenant). Tenant may, at its sole discretion, initiate and pursue any

appeals and abatements of any Taxes.

l 0. LI~BILITY INSURANCE

J 0.1. Landlord and Tenant shall each obtain and maintain during the term of this Lease,

Commercial General Liability insurance against (i) liability for injmy to or death of any person and (ii)

liability for third pmty property damage occurring upon the Premises in an amount not less than

$1,000,000 per occurrence and $2,000,000 in the aggregate. Landlord shall be named as an additional

insured on the Tenant's insurance policy and certificates of insurance and Tenant shall be named as an

additional insured on the Landlord's insurance policy. The parties shall provide their respective

insurance certificates to the other on or before the Rent Commencement Date and armually upon

renewal of the subject policies. Upon demand, Tenant shall reimburse Landlord for the cost of

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Landlord's insurance premium.

11. PROPERTY INSURANCE

11.1. Tenant shall obtain and maintain, at its expense, during the term of this Lease ISO Special

Form (Causes of Loss) propeiiy insurance coverage in an amount that will provide for payment of one

hundred percent (100%) of replacement cost of the Building and other insurable improvements upon

the Premises issued by a company or companies licensed to do business in the Commonwealth of

Massachusetts and acceptable to Landlord in its reasonable discretion. Landlord shall be named as an

insured on such insurance policy and ceiiificates of insurance shall be provided to Landlord by Tenant

at the Rent Commencement Date and annually by Tenant upon renewal of the subject policy. Landlord

may contact the insurance company directly to inquire regarding any cancellation or other terms of

such policy. Tenant shall provide to Landlord replacement certificates of insurance prior to any

termination or cancellation thereof and shall provide copies of any cancellation or termination notices

received from the insurance company. In the event of an insured casualty to the Premises, all proceeds

of the insurance maintained by Tenant hereunder (with the exception of the proceeds of the insurance

maintain by Tenant pursuant to Section 11.2) shall be paid to Landlord, together with Tenant's

deductible amount, to be applied to the restoration of the Building or, if this Lease is terminated in

com1ection with such casualty, to be retained by Landlord for its sole benefit, except with respect to the

cost of such improvements which were made at the sole cost of Tenant.

11.2. Tenant shall obtain and maintain, at its expense, during the term of this Lease personal

property insurance coverage in such amonnt as Tenant shall deem necessary to fully insure Tenant's

furniture, fixtures, machinery, equipment, and other personal property (excluding inventory)located

on or abont the Premises.

12. WAIVER OFSUBROGATION

12.1. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant hereby

release each other and each other's agents, officers and employees of liability and responsibility, and

each hereby waives any and every claim which arises or may arise in its favor against the other party

hereto during the term of this Lease, for any loss or damage that may occur to the Premises or any

improvements thereto or any personal propeiiy located thereon, arising from any cause that (i) is

insured against under the terms of any property insurance required to be carried hereunder, or (ii) is

insured against under the terms of any property insurance actually carried by Landlord or Tenant,

regardless of whether it is required hereunder. Such mutual waivers by Landlord and Tenant shall be in

addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease

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with respect to any loss or damage that may occur to the Premises or any improvements thereto or any

personal property located thereon. The foregoing waiver shall apply regardless of the cause or origin

of the claim, including but not limited to the negligence of Landlord or Tenant or their agents, officers

and employees, and shall apply regardless of the extent of the actual coverage (for example, each party

shall be responsible for any deductible, co-insurance or self-insurance with respect to the insurance

maintained by that party). Inasmuch as such mutual waivers will preclude the assigmnent of any

aforesaid claim .by way of subrogation or otherwise to any insurance company (or any other person),

Landlord and Tenant hereby agree to give to each insurance company which has issued property

insurance covering the Premises written notice of the terms of such mutual waivers, if required by the

terms of such policies, and to cause such insurance policies to be properly endorsed, if necessary, to

prevent the invalidation of such insurance coverages by reason of such mutual waivers.

13. FIREANDCASUALTYDAMAGE

13.1. If the Building should be damaged or destroyed by fire or other casualty, hereinafter

called "Casualty Damage," Tenant shall give prompt written notice thereof to Landlord. If the Building

should be (i) totally destroyed or (ii) materially damaged, such that restoration cannot reasonably be

completed within one hundred eighty (180) days of the Casualty Damage (the "Restoration Date"),

then in either event Tenant, at its option, may terminate this Lease by giving Landlord written notice

within thirty (30) days of the date of the Casualty Damage, whereupon all rights and obligations

hereunder shall cease effective as of the date of the Casualty Damage and all rents and other expenses

paid or payable hereunder shall be apportioned and abated as of such date.

13.2. Unless this Lease is terminated as provided above, Landlord shall proceed promptly, at its

sole cost and risk, to restore the Building to its pre-Casualty Damage condition, provided that if the

Casualty Damage occurs during the final six (6) months of the term of this Lease, Landlord shall not

be required to restore such damage unless Tenant shall have exercised the Extension Period.

13.3. If the Building is to be restored, rent and other charges payable hereunder shall be abated

equitably, in proportion to the extent to which the loss of use of the affected portion of the Building

adversely affects Tenant's business operations, during the period in which the Building is wholly or

partially untenantable. If restoration is not promptly commenced and thereafter completed on or before

the Restoration Date, Tenant, at its option, may terminate this Lease by written notice to Landlord, in

which event all rights and obligations hereunder shall cease and all rents and other charges payable

hereunder shall be apportioned and abated as of the date of the Casualty Damage, or alternatively,

Tenant may continue the Lease, complete the repairs itself using the insurance proceeds available for

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that purpose (which Landlord shall make readily available to Tenant), and/or seek recovery of any

losses it may have suffered as a consequence of Landlord's failure or refusal to complete the repairs

within the time prescribed above.

14. CONDEMNATION

14.1. In the event that all or a portion of the Premises is taken by condemnation or like

proceeding and in Tenant's reasonable judgment the remainder of the Premises shall not be suitable for

Tenant to continue its business therein, Tenant, at Tenant's option, may terminate this Lease and all

rents and other charges payable hereunder shall be prorated as of the date of termination. Landlord

shall be entitled to receive the entire award in any condemnation or like proceeding, including any

award for the value of any unexpired term of this Lease, and Tenant shall have no claim against

Landlord or against the proceeds of the condemnation, except that Tenant shall have the right to

claim and recover from the condemning authority compensation for Tenant's moving expenses,

business interruption, increased rental costs or taking of Tenant's personal property (not including

Tenant's leasehold interest); provided that such damages may be claimed only if they are separately

awarded and do not reduce the damages recoverable by Landlord.

14.2. Unless this Lease is terminated as provided above, Landlord will restore the remainder of

the Premises as promptly as practicable to a satisfactory condition so that Tenant may continue its

operations as nearly as possible in the same manner as before such taking. Rent and other charges

payable hereunder shall be temporarily abated in proportion to the percentage of the Premises

rendered untenantable during restoration and pennanently abated thereafter in propmiion to the

percentage of the Premises condemned or otherwise taken.

15. DEFAULT

15.1. Each of the following events, hereinafter called an "Event of Default," shall be a default

hereunder by Tenant and a breach of this Lease:

(a) If Tenant shall violate any covenant or agreement providing for the payment of rent or

other charges payable hereunder and such violation shall continue for ten (10) days after receipt of the

written notice of such violation from Landlord, provided that Landlord shall not be required to give

more than two (2) such notices in any given 12 month period.

(b) If Tenant shall be adjudicated bankrupt, whether voluntarily or involuntarily, or make

any general assignment for the benefit of creditors or take or attempt to take the benefit of any

insolvency or bankruptcy act.

(c) If a receiver or trustee shall be appointed for or take possession of all or a substantial

pmi of Tenant's assets.

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(d) The attachment, execution or other judicial seizure of all or a substantial part of

Tenant's assets, where such an attachment, execution or seizure is not discharged within thirty (30)

days.

(e) If Tenant shall be in default in fulfilling any non-monetary covenants and conditions

of this Lease and such default shall continue for thitty (30) days after written notice thereof from

Landlord to Tenant, provided, however, such time period shall be extended if the subject default is not

reasonably capable of being cured in such thirty (30) day period if Tenant commences to cure in such

thirty (30) day period and thereafter diligently prosecutes such cure to completion.

(f) If Tenant shall fail to comply with any conditions imposed by the Necessary License

or shall no longer hold all licenses required for Tenant's Use, as a result of Tenant's failure to comply

with the conditions imposed by such licenses or the Code and such failure continues for a period of

thirty (30) days or such longer period as is reasonably necessary so long as Tenant diligently pursues

the cure in accordance with the provisions of the Code or the licenses.

15.2. Tennination of Lease. In the event of default, it will be lawful for the Landlord thereupon, or

at any time thereafter, upon written notice of termination to Tenant, and with or without process of law

(forcibly, if necessary) to enter into and upon the Premises or any part thereof or mail a notice of

termination addressed to Tenant pursuant to Section 26 hereof, and repossess the same and expel Tenant

and those claiming through or under Tenant and remove its and their effects (forcibly, if necessary)

without being deemed guilty of any manner of trespass and without prejudice to any remedies which

might otherwise be used for arrears of rent or prior breach of covenant, and upon such entry or mailing as

aforesaid this Lease shall terminate, Tenant hereby waiving all statutory rights (including without

limitation rights of redemption, if any, to the extent such rights may be lawfi.Jlly waived) and Landlord,

without notice to Tenant, may store Tenant's effects, and those of any person claiming through or under

Tenant at the expense and risk of Tenant, and, if Landlord so elects, may sell such effects at public auction

or private sale and apply the net proceeds to the payment of all sums due to Landlord J:i'mn Tenant if any,

and pay over the balance, if any, to Tenant.

15.3. Remedies. Upon the tennination of this Lease under any provision contained in Section 15.1,

Tenant shall nevetiheless remain liable for all rent (including, without limitation, annual base rent and all

other payments ,or amounts deemed to be additional rent hereunder) then due and payable hereunder

through the date of the termination of this Lease, together with all damages due or sustained by Landlord

prior to such termination or arising as a result of events or conditions occurring or in existence during the

Lease Term and prior to or after such termination, and all reasonable costs, fees and expenses incurred by

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Landlord in pursuit of, or in the collection of its remedies hereunder or under any law, or in leasing or

attempting to lease all or any portion the Premises to others from time to time (including, without

limitation, all repossession costs, brokerage commissions, reasonable attorney's fees in connection with the

foregoing matters, and all costs of such alterations, repairs, and decorations as Landlord, in its reasonable

judgment, considers necessaty or advisable in connection with such reletting) (all such Rent, damages,

costs, fees and expenses being referred to herein as the "Termination Datnages ") and, in addition thereto,

additional damages (the "Liguidated Damages"), which, at the election of Landlord, shall be either of the

following:

(i) an amount or amounts equal to all rent including, without limitation, mmual base rent and all

additional rent) which, but for termination, would have been payable to Landlord over the

remainder of the Lease Term, reduced by the amount of rent, if any, which the Landlord shall

actually receive from time to time during such period from others to whom the Premises may be

rented from time to time. The Landlord shall not be obligated to attempt to collect any rental or

other payment obligation fi·om any other person renting all or any portion of the Premises by

litigation or otherwise. Such Liquidated Damages shall be computed and payable in monthly

installments, with interest on any amount in arrears at the rate of twelve percent (12%) per year,

in arrears, on the first day of each calendar month following termination of the Lease and shall

continue to become due and payable in monthly installments until the date on which the Lease

Term would have expired but for such termination and any and all ammmts due and payable

hereunder, including any amount in arrears, shall be a continuing liability of Tenant thereafter,

and interest thereon shall accrue at the rate of twelve percent (12%) per year, until Tenant shall

discharge smne by payment to Landlord of the amount due, and any suit or action brought fi·om

time to time to collect any such Liquidated Damages for any month or months shall not in any

marmer prejudice the right of Landlord to collect any Liquidated Damages for any subsequent

month or months by a similm· proceeding. There shall be added to any payment required to be

made hereunder, as additional Liquidated Damages, all reasonable costs, fees, and expenses

incurred by Landlord during the month preceding the due date of such payment, in pursuit of, or

in the collection of any of its remedies hereunder, or under any law, or in leasing or attempting to

lease the Premises to others (including, without limitation, all repossession costs, brokerage

commissions, fees for legal services in connection with such reletting, and all costs of such

alterations, repairs, and decorations as Landlord considers necessary or advisable in cormection

with such reletting); or

(ii) an amount equal to the present value (as of the date of such termination) of all rent (including,

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without limitation, annual base rent and additional rent) which, but for termination of tllis Lease,

would have become due during the remainder of the Lease Term, reduced by an amount equal to

the fair rental value of the Premises over the remainder of the Lease Term, as determined by an

independent real estate appraiser named by Landlord, in which case such Liquidated Damages

shall be payable to Landlord in one lump sum on demand made by Landlord at any time and shall

bear interest at the rate oftwelve percent (12%) per year from the date oftennination until paid.

For pm:poses of this clause (ii), present value shall be computed by the application of a discount

rate equal to the discount rate in effect at the Federal Reserve Bank nearest to the location of the

Premises as of the date of detennination.

In addition, if this Lease is terminated under any provision contained in Section 15.1, Landlord may,

but shall have no obligation to, relet the Premises or any part thereof, alone or together with other premises,

for such reasonable term or terms (which may be greater or less than the period which otherwise would have

constituted the balance of the Lease Term) and on such reasonable terms and conditions (which may include

concessions or free rent and alterations of the Premises) as Landlord, in its uncontrolled discretion, may

determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by

reason of, failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon

such reletting, and Tenant, to the extent Tenant may lawfully do so, hereby waives all right to require

Landlord to relet the Premises.

Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for

and obtain in proceedings under any federal or state laws relating to bankruptcy or insolvency or

reorganization or mmngement by reason of the termination of this Lease, an amount equal to the maximum

allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the

damages are to be proved, whether or not the amount be greater than the amount ofthe loss or damages

referred to above.

15.4. In addition to and without limiting Landlord's remedies set forth above, in the event

Tenant shall fail to perform its obligations hereunder (other than the payment of rent by Tenant), then

after written notice and allowance of a reasonable time period to perform such obligation, as set forth

in Section 15.1 above, the Landlord shall have the right (but not the obligation) to perform such

obligation on the Tenant's behalf and add any out-of-pocket costs to any rent thereafter due hereunder

until said party shall recover its full expenditures in this regard. Any and all rights and remedies

which Landlord may have under this Lease, and at law and equity, shall be cumulative and shall not

be deemed inconsistent with each other and any two or more of all such rights and remedies may be

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ORIGINAL- New England Treatment Access, Inc. #2 i

exercised at the same time insofar as permitted by law.

15.5. Notwithstanding anything to the contrary set forth in this Lease or any default damages

that may be pelmitted or authorized by Applicable Law, in no event shall damages recoverable from

Tenant as a consequence of Tenant's default under this Lease include any consequential or punitive

damages.

15.6. Landlord shall be deemed to be in default under this Lease if Tenant has given written (or

verbal, in case of emergency) notice to Landlord (and, if requested by Landlord, to Landlord's

mortgagee if the mortgagee has notified Tenant in writing of its interest and the address to which such

notices are to be sent) of any such default by Landlord and Landlord has failed to cure such default

within thirty (30) days (or with reasonable promptness, in case of emergency) after Landlord received

notice thereof. Provided, however, that if the nature of Landlord's default in a non-emergency

situation is such that more than thirty (30) days are reasonably required for a cure, then Landlord shall

not be deemed to be in default if Landlord commences such cure within the original thirty (30) day

period and theJ'eafter diligently prosecutes the cure to completion. In the event Landlord defaults in

any obligation under the Lease and the applicable cure period has expired, Tenant shall be entitled to

cure the default, at Tenant's option, including the payment of monies directly to the party to whom the

obligation is owed, or Tenant may terminate the Lease by notice to Landlord at any time before the

default is cured, or Tenant may pursue any other remedy permitted or available to Tenant under

Applicable Law. In the event of any such payment by Tenant, Tenant shall receive credit toward any

Rent due to Landlord to the extent of any payment made. Tenant shall be entitled to a fair and

reasonable abatement of Rent during the time and to the extent that the Premises are untenantable as a

result of Landlord's failure to perform any condition or covenant required under the Lease to be

performed by Landlord. The failure of Tenant to pursue any remedy shall not be deemed as a waiver

by reason of any subsequent breach or breaches by the Landlord. The exercise of any remedy by

Tenant shall not be deemed an election of remedies or preclude Tenant from exercising any other

remedies in the future.

15.7. Notwithstanding the foregoing, should Tenant's Use be rendered illegal under state law or

any applicable municipal code or ordinance, or should Tenant, despite its good faith effotis not be able

to renew the applicable licenses for the Tenant's Use (except as a result of a wrongful act of Tenant),

or should Landlord receive written notice from any federal govermnental authority that the Tenant's

Use violates federal law (provided that if such notice is unique to the Property, Tenant shall have sixty

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ORIGINAL- New England Treatment Access, Inc. #2 j

(60) days (or such longer time as is commercially reasonable) after the termination notice to relocate

its operations to another property, in which case the indmm1ity provisions in Section 23.1 shall apply),

such occurrences shall not be deemed an Event of Default hereunder, but Landlord or Tenant shall

have the right to terminate this lease by a written notice to the other, in which case Tenant shall

promptly surrender possession of the Premises to Landlord. Notwithstanding anything herein

contained to the contrmy, should termination pursuant to this Section 15.7 occur, Landlord shall be

entitled to retain the Additional Deposit then held by Landlord pursuant to Section 35.2 of this Lease,

which shall be Landlord's sole liquidated damages hereunder and Landlord sha11 have no further

recourse against Tenant under this Lease.

16. COVENANT OF QUIET ENJOYMENT

16.1. Landlord represents and warrants (i) that it is the fee simple owner of the Premises and

that it has full right, authority and power to execute and perform this Lease and to grant the estate

demised herein, (ii) that the person signing this Lease on behalf of Landlord has authority to bind

Landlord to the terms hereof, (iii) that the execution of this Lease by Landlord will not contravene the

tenns of any financing or other agreement to which Landlord is a party, and (iv) to the best of the

Landlord's actual knowledge, that the use of the Premises for the Tenant's Use is permissible under all

Applicable Laws and deed restrictions applicable to the Premises at the Rent Commencement Date

without the necessity of any special or conditional use permit, variance, rezoning or other

governmental or private party approval, nor m1y improvements, upgrades or renovations to the

Building and/or the Premises. Provided no uncured Event of Default has occurred, Landlord

covenants and wmTants that Tenant will have quiet and peaceable possession and enjoyment of the

Premises free and clear of a11 prior tenancies or other patiies in possession for the fu11 term of this

Lease without hindrance or molestation by Landlord or any third party, including without limitation

parties claiming by, through or under Landlord.

17. LANDLORD'S RIGHT OF ENTRY

17.1. Landlord and its authorized agents shall have the right to enter the Premises during normal

working hours and upon such prior notice as sha11 be reasonable under the circumstances (but not less

than 24-hours notice for non-emergency access) for the purposes of inspecting the general conditions

and state of repair of the Premises or the making of repairs required of Landlord herein, showing the

Premises to prospective purchasers or mortgagees, and, after expiration of any renewal notice period,

for the purpose of showing the Premises to prospective tenants, provided such entrance shall not

unreasonably interfere with Tenant's operations.

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18. SURRENDER OF POSSESSION

18.1. Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave and

surrender the Premises to Landlord. Except for ordinary wear and tear, casualty, condemnation and

permitted improvements, Tenant shall return the Premises in substantially the same condition in which

they were on the Rent Commencement Date.

18.2. All changes or alterations to the Premises made by Tenant pursuant to the terms of this

Lease and all permanently affixed building systems installed by Tenant in the Premises shall

become the property of Landlord at the expiration or earlier termination of this Lease unless pursuant

to provisions of Section 6.1, Landlord has indicated that such changes or alterations are to be removed

by Tenant. Tenant shall repair any damage to the Premises or the Building caused by removal of its

alterations, trade fixtures and signs.

19. HOLDING OVER

19 .I. Unless otherwise agreed in writing, should Tenant, or any of its successors in interest, hold

over the Premises or any part thereof at the expiration of the Lease Term, Tenant shall pay Landlord

for such use and occupancy at a per diem rate equal to two hundred percent (200%) of the base rent

payable during the last month of the immediately preceding Lease Term. Inclusion of this section shall

not be construed as Landlord's consent for Tenant to hold over nor shall there be an extension of this

Lease by operation of law.

20. MEMORANDUM OF LEASE

20. I. Upon request of Landlord or Tenant, the parties hereto shall execute a Memorandum of

Lease, have it properly acknowledged for the purpose of recording, and record such in the Norfolk

County Registry of Deeds. Such Memorandum of Lease shall have included therein such of the

provisions hereof as may be requested by either of the parties, but shall not include the amount of

rental payable hereunder. The cost of recording shall be borne by the requesting party.

21. SALE, TRANSFER OR CONVEYANCE; SUBORDINATION; ESTOPPELS

21.1. Landlord covenants and agrees to make the purchaser in any sale of the Premises expressly

aware of this Lease and agrees that any sale, transfer, or conveyance of the Premises shall be subject to

the leasehold estate created herein. It shall be deemed and construed without further agreement

between the patties to this Lease and the purchaser at any such sale, or the transferee or conveyee, as

the case may be, that such purchaser, transferee, or conveyee has assumed and agreed to carry out all of

Landlord's covenants and obligations under this Lease, and Landlord shall be released from all further

liability and obligations under this Lease arising or accruing after the effective date of the transfer.

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2 I .2. Landlord and Tenant agree that this Lease and Tenant's rights in and to the Premises shall

be subject and subordinate to the lien of any mortgage or deed oftrust ("Mmtgage") hereafter placed on

all or any pmtion of the Premises by Landlord, its heirs, successors or assigns. Tenant agrees that,

within ten (10) business days of written request of Landlord, Tenant shall execute ti·om time to time a

subordination, non-disturbance and attornment agreement, in form and substance reasonably

acceptable to Landlord, its mortgagee and Tenant, with the holder of any mortgage hereafter

placed upon the Premises. Notwithstanding the foregoing, as a condition precedent to Tenant's

obligations to subordinate the Lease hereunder, Landlord shall deliver to Tenant mmtgagee- and

Landlord-executed and notarized nondistnrbance agreements ("Nondisturbance Agreements"), in

recordable form, from all future lessors under all ground leases or underlying leases, from all

mottgagees under all Mortgages affecting the Premises, in form and content reasonably acceptable to

Tenant, stating that so long as Tenant is not in default under any of the terms, covenants, conditions, or

agreements of this Lease, this Lease and all of the terms, provisions, and conditions of this Lease, shall

remain in full force and effect, and neither this Lease, nor Tenant's rights nor Tenant's possession of

the Premises will be distnrbed during the Lease Term. Landlord represents to Tenant that as of the date

of this Lease there is no Mortgage encumbering the Premises.

21.3. Tenant also agrees that, within ten (I 0) business days of written request of Landlord,

Tenant shall execute an estoppel cettificate stating, among other things, the effective dates of this

Lease, the monthly rent payable hereunder, whether any rent has been prepaid, whether, to the best of

Tenant's knowledge, Landlord and Tenant are cmTently in compliance with the tenns of the Lease,

and such other provisions as Landlord may reasonably request, in form and substance reasonably

acceptable to Landlord, its mortgagee and Tenant. Such certificate can be replied upon by the

Landlord's mortgagee or a purchase of the Premises.

22. COMPLIANCEWITHLAW

22.1. Tenant shall comply with all Applicable Laws relating to Tenant's Use and occupancy of

the Premises, provided that Tenant shall not be required to modify or otherwise improve the Premises

unless required as a result of and specifically related to any leasehold improvements performed by

Tenant or Tenant's Use of the Premises. Notwithstanding anything herein to the contraty, Landlord

acknowledges that Tenant's Use violates Federal Law and Tenant shall not be deemed to be in breach

of this Section 22 simply as a result thereof.

23. INDEMNIFICATION

23. 1. Except to the extent caused by the negligence, recklessness or willful misconduct of

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Landlord, its eniployees, or agents (in which event Landlord shall defend, indemnify and hold

harmless Tenant, its subsidiaries, affiliates, successors and assigns, and their respective officers,

directors, shareholders, employees, and agents from and against any and all claims, losses, liabilities,

damages and expenses (including, without limitation, reasonable attorneys' fees)), Tenant shall defend

with counsel reasonably approved by Landlord, all actions against Landlord, any partner, trustee,

employee or beneficiary of Landlord, holders ofmmtgages secured by the Premises and any other

patty having an interest in the Premises (hereinafter all said parties m·e collectively referred to as the

"Indemnified Parties") with respect to, and shall pay, protect indemnify and save harmless all

Indemnified Parties fi·om and against any and all liabilities, losses, damages, costs, expenses (including

reasonable attorney's fees and expenses) causes of action, suits, claims, demands or judgments of any

nature arising from (i) injury to or death of any person, or damage to or losses of property, in the

Premises and/or connected with the use or occupancy of the Premises by Tenant, (ii) violation by

Tenant of the terms of this Lease, (iii) any negligent act, fault or other misconduct of Tenant or any of

its employees, agents, contractors, licensees, sublessees or invitees or (iv) the Tenant's Use in the

Premises or the leasing of the Premises by Landlord to Tenant. In case Landlord shall, without fault

on its part, be made a party to any such litigation commenced by or against Tenant, then Tenant shall

protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney's fees

incurred or paid by Landlord in connection with such litigation.

24. HAZARDOUS MATERIAL

24.1. In the event the Premises are contaminated by Hazardous Materials (as hereinafter

defined) brought thereon by Tenant, its officers, employees, or agents (hereinafter called a "Tenant's

Release"), Tenant shall indemnify, defend and hold Landlord harmless from any and all claims,

judgments, damages, penalties, fines, costs, liabilities or losses (including without limitation, attorneys'

fees, consultant fees and expert fees) to the extent resulting from a Tenant's Release. Without limiting

the generality of the foregoing, the indemnification, defense and hold harmless provided by this section

shall specifically cover, to the extent resulting from a Tenant's Release: (i) costs incurred in connection

with any investigation of site conditions or any clean-up, remedial, removal or restoration work

required by any federal, state or local government agency or political subdivision because of the

presence of Hazardous Materials on, under, in or about the Premises; and (ii) natural resource damages

liability. The foregoing inde1nnity shall survive the expiration or earlier termination of this Lease.

Tenant shall have no liability or obligation in connection with any investigation, clean-up, remedial,

removal, restoration or other response costs related to any Hazardous Materials on, under, in or about

the Premises, except to the extent resulting from a Tenant's Release, and Landlord hereby releases

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Tenant fi'mn all liability and obligations in connection with such matters. Tenant hereby represents and

warrants that the Tenant's Use, and its operations or activities upon, or any use or occupancy of the

Premises, or any pmtion thereof, by Tenant tln·oughout the Lease Term shall be in all respects in

compliance with all Applicable Laws relating to Hazardous Materials. Upon request from Landlord,

Tenant shall provide to Landlord a written list of all Hazardous Materials which are stored upon the

Premises.

24.2. Landlord hereby represents, to the best of Landlord's actual knowledge, that no Hazardous

Materials exist on, under, in or about the Premises as of the Rent Commencement Date. Landlord shall

indemnify, defend and hold Tenant harmless from all claims, judgments, damages, penalties, fines,

costs, liabilities or losses (including, without limitation, attorneys' fees, consultant fees, and expert

fees) which arise fi'Om or in connection with the presence of Hazardous Materials on, under, in or

about the Premises, except to the extent resulting from a Tenant's Release. Without limiting the

generality of the foregoing, the indemnification, defense and hold harmless provided by this section

shall specifically cover, except to the extent resulting from a Tenant's Release: (i) costs incurred in

connection with any investigation of site conditions or any clean-up, remedial, removal or restoration

work required by any federal, state or local government agency or political subdivision because of the

presence of Hazardous Materials on, under, in or about the Premises; and (ii) any increase in cost for

Tenant's improvements and alterations resulting from the presence of Hazardous Materials. The

foregoing indemnity shall survive the expiration or earlier termination of this Lease.

24.3. "Hazardous Materials" as used herein shall mean any pollutant, toxic or regulated substance

or material, hazardous waste, hazardous material, hazardous substance, methane, petroleum product or

oil as defined in or regulated by the Resource Conservation and Recovery Act, as amended, the

Comprehensive Enviromnental Response, Compensation, and Liability Act ("CERCLA"), as

amended, the Federal Clean Water Act, as amended, or any other Applicable Laws for the preservation

of public health, safety or the enviromnent, whether existing as of the Rent Commencement Date or

subsequently enacted.

25. SIGNS

25.1. Subject to Applicable Laws and Landlord's prior written consent, not to be unreasonably

withheld, conditioned or delayed, Tenant shall have the right, at its sole cost and expense, to erect

signage upon the Building, on the monument sign at the driveway and/or otherwise about the Premises.

Tenant shall not erect any signs other than customary trade signs identifying its business and products,

and may not erect a sign or signs on the roof of the Building unless approved in writing by Landlord.

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At the expiration or earlier termination of this Lease, Tenant shall remove its signage and repair any

damage to the Premises or the Building caused thereby.

26. NOTICES

26.1. All notices required or permitted herein shall be in writing and shall be hand delivered,

sent by certified or registered mail, return receipt requested or sent by any other delivery service

providing a delivery receipt. The first (1st) day following receipt of such notice shall be the start date

for all time periods stated herein. Any time period provided for herein which shall end on a Saturday,

Sunday, or Federal holiday shall automatically be extended through the next full business day. All

notices shall be addressed to Landlord or Tenant, respectively, at the following addresses, or to such

other address as either party may designate in writing from time to time:

LANDLORD: Curtis Patalano, Trustee James F. Daddario, Trustee JD Family Trust 20 Marvin Avenue Franklin, MA 02038

With a copy to: Craig A. Ciechanowski, Esq. Doherty, Ciechanowski, Dugan & Cam10n, P.C. 124 Grove Street, Suite 220 Franklin, MA 02028

'

TENANT: New England Treatment Access, Inc. 45 Orchard Street Swampscott, MA 01907

27. WAIVER OF TRIAL BY JURY

27.1. Landlord and Tenant hereby agree to and do hereby waive trial by jury in any action,

proceeding or counterclaim brought by either of the parties against the other on any matters whatsoever

arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant,

Tenant's use or occupancy of said Premises and/or any claim of injury or damage, and any statutory

remedy.

28. GOVERNING LAW

28.1. This Lease shall be construed and governed by the Laws of the Commonwealth of

Massachusetts. Each term and provision of this Lease shall be enforced to the fullest extent permitted

by law. Should any provisions of this Lease be held to be wholly invalid, illegal or not enforceable

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under such state laws or any federal laws, it or they shall be considered severable and the Lease, its

remaining terms and conditions, shall remain in full force and be binding upon Landlord and Tenant as

though such severed provisions had never been included.

29. ATTORNEY'S FEES

29 .I. In the event a suit is filed by either Landlord or Tenant in order to enforce the terms,

conditions and covenants of this Lease, the prevailing party shall be entitled to reasonable attorney's

fees and costs incurred in connection therewith at both the trial and appellate levels.

30. ASSIGNMENT AND SUBLETTING

30.1. Provided Tenant is not in default hereunder, Tenant shall have the right, upon prior written

consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, to

sublease the Premises or assign its rights under this Lease in whole or in part (each, a "Transfer"). For

the avoidance of doubt, it shall be unreasonable for Landlord to condition its consent hereunder on,

among other things, increase in Tenant's rent or other monetary obligations. Notwithstanding any

assignment of this Lease or sublease of the Premises, in whole or in part, Landlord and Tenant

acknowledge and agree that Tenant (or any successor by merger with Tenant) shall remain fully liable

for the payment of all rent and the performance of all other Tenant obligations hereunder.

Notwithstanding the foregoing, Landlord's consent shall not be required for any of the following

Transfers (each of which shall be a "Permitted Transfer"): (1) a Transfer to any person(s) or entity who

controls, is controlled by or is under common control with Tenant or (2) a Transfer to any entity

resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is

the surviving entity (each of the foregoing is hereinafter referred to as a "Tenant Affiliate"); provided

that for such Permitted Transfer to be effective, (a) in the case of an assignment of this Lease, said

Tenant Affiliate shall assume, in full, the obligations of Tenant under this Lease, (b) Landlord shall be

given prior written notice of such Permitted Transfer and (c) the use of the Premises (or portion thereof)

by the Tenant Affiliate shall be the same as permitted to Tenant under this Lease. For purposes of this

paragraph, the term "control" means possession, directly or indirectly, of the power to direct or cause the

direction of the management, affairs and policies of anyone.

30.2. If Landlord's consent is required hereunder for a proposed Transfer, Tenant shall submit to

Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice

which includes a reasonably detailed description of the proposed Transfer and the transferee.

Landlord's consent shall be granted or denied within thirty (30) days of receipt of Tenant's notice.

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31. INTERPRETIVE PROVISIONS

31.1. The captions are inse1ted only as a matter of convenience and reference and in no way

define, limit or describe the scope of this Lease, or the intent of any provision hereof. The neuter

singular pronoun shall be deemed to include the masculine, the feminine, and the plural. The term

"include" and "including" shall mean without limitation by way of enumeration. Unless otherwise

expressly provided herein, the words 11 herein11, "hereof', "hereunder" and similar words refer to this

Lease as a whole and not to any particular provision of this Lease.

32. SUCCESSORS AND ASSIGNS

32.1. All of the covenants, agreements, terms, conditions and unde~iakings in this Lease shall

extend and inure to and be binding upon successors in interest, transferees, heirs, legal representatives,

successors and assigns of Landlord and Tenant.

33. ENTIRE AGREEMENT

33.1. This Lease constitutes the sole and entire agreement of Landlord and Tenant and

supersedes any prior understandings or written or oral agreement between the pmiies respecting the

within subject matter. No amendment, modification, or alteration of the covenants and terms of this

Lease shall be binding unless the same are in writing, dated subsequent to the date hereof and duly

executed by Landlord and Tenant. This Lease may be executed in one or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and same Lease.

34. WAIVERS

34.1. No waiver by Landlord of any default or breach of any term, covenant or condition of this

Lease shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent

default or breach of the same or any other term, covenant or condition hereof. Landlord's consent to or

approval of any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or

approval of any subsequent or similar act by Tenant. Further, Landlord hereby waives any right of

distraint or other common law or statutory lien it may have, if any, on Tenant's personal property

located on or about the Premises.

35. DEPOSITS

35.1. Tenant shall on or before the Rent Commencement Date deposit with Landlord a security

deposit in the· amount of Thirty-two Thousand Five Hundred Eighty-one and 25/100 Dollars

($32,581.25) (the "Security Deposit") as security for the performance of Tenant's obligations

hereunder. If there is an Event of Default hereunder, Landlord in its sole discretion may elect to use,

apply or retain all or any pmt of the Security Deposit for the payment of any base rent or other sum due

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to Landlord hereunder or for the payment of any other loss or damage which Landlord may suffer by

reason of such Event of Default. If any portion of the Security Deposit is so used or applied, Tenant

shall, within ten (10) business days after written demand therefor, deposit with Landlord an amount

sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall an

Event of Default hereunder. Unless required by Applicable Law, Landlord shall not be required to

keep the Security Deposit separate from its general funds and Tenant shall not be entitled to interest on

such deposit. If Tenant shall fully and faithfully perform each provision of this Lease to be performed

by it, the Security Deposit or any unused balance thereof shall be returned to Tenant, within thirty (30)

days following the expiration or earlier termination of this Lease and upon Tenant vacating the

Premises and removing all of its property therefrom. The Security Deposit shall not constitute prepaid

base rent or liquidated damages, but it may, at Landlord's sole option, be applied toward the payment

of the final month's base rent due under this Lease. Landlord shall transfer the Security Deposit to a

transferee of Landlord's interest in the Property whereupon Landlord shall be released from any further

·liability with respect to the Security Deposit.

35.2. Tenant shall on or before the Rent Commencement Date deposit with Landlord a deposit

in the amount of Two Hundred Ninety-three Thousand Two Hundred Thirty-one and 25/100 Dollars

($293,231.25) (the "Additional Deposit') as security for the performance of Tenant's obligations under

Paragraph 15.3 of this Lease, which Additional Deposit may, at any time during the Lease Term, as

Tenant's sole election be converted to a letter of credit in a form reasonably approved by Landlord. If

this Lease is terminated and Tenant fails to pay Landlord the amounts required by said Pm·agraph 15.3,

Landlord in its sole discretion may elect to use, apply or retain all or any patt ofthe Additional Deposit

for the payment of any amounts due under said Paragraph 15.3. Unless required by Applicable Law,

Landlord shall not be required to keep the Additional Deposit separate from its general funds and

Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform each

provision of this Lease to be performed by it, the Additional Deposit or any unused balance thereof

shall be returned to Tenant, within thilty (30) days following the expiration or earlier termination of

this Lease and upon Tenant vacating the Premises and removing all of its property therefrom. Landlord

shall transfer the Additional Deposit to a transferee of Landlord's interest in the Property whereupon

Landlord shall be released from any further liability with respect to the Additional Deposit.

35.3. Notwithstanding anything contained in this Section 35 to the contrary, provided that an

Event of Default has not previously occurred and is not then continuing, portions of the Additional

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Deposit shall be released to Tenant on the following dates and in the following amounts, so that the

Additional Deposit shall then be such lesser amount for the balance of the Lease Term:

35.2.a

35.2.b.

Last day of Third Lease Year $97,743.75

Last day of Sixth Lease Year $97,743.75

36. INDEPENDENT COVENANTS

36.1. Tenant covenants and agrees that, notwithstanding any other provision of this Lease to the

contrary, the obligations of Tenant under this Lease, including the obligation to pay base rent,

additional rent and other charges when and as provided for herein, are covenants which are

independent of any covenants or obligations to be performed by Landlord hereunder; and except as

expressly set forth in the Lease no breach of any obligations or covenants to be performed by Landlord

hereunder shall give rise to any right of termination of this Lease by Tenant, or any right to withhold,

setoff, abate or otherwise reduce the payment and other obligations of Tenant hereunder.

37. SUBMISSION OF LEASE

3 7 .1. The submission of this document does not constitute a binding lease until such time as it

has been executed and delivered by Tenant and Landlord.

38. RIGHTS OF FIRST OFFER AND FIRST REFUSAL

38.1. Right of First Offer. If at any time during the Term, Landlord shall desire to sell the

Premises, Landlord shall first offer to sell the Premises to Tenant (the "Right of First OtTer") as

follows: (i) Landlord shall give to Tenant a written notice (an "Offer Notice") specifying the Basic

Sale Terms (as hereinafter defined) upon which Landlord is willing to sell the Premises to Tenant; and

(ii) Tenant shall then have the right to purchase the Premises by notifying Landlord in writing of the

exercise of such Right of First Offer not later than five (5) business days after the date of the Offer

Notice. lf Tenant timely exercises the Right of First Offer, then Tenant shall have the right and

obligation to purchase the Premises upon the Basic Sale Terms and the Additional Sale Terms (as

hereinafter defined) to the extent that the Additional Sale Terms are not inconsistent with the Basic

Sale Terms. lf Tenant either rejects the Right of First Offer or does not timely exercise the Right of

First Offer pursuant to written notice as aforesaid, then, subject to Section 38.2 hereof, Landlord shall

be free to sell the Premises to any other person or entity on such terms and conditions as

Landlord may elect.

38.2. Right of First Refusal.

(a) If, at any time during the Term, Landlord receives a bona-fide third-party offer (the

"Offer") to purchase the Premises on terms that are acceptable to Landlord, Landlord shall, within five

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(5) business days of receipt of the offer, so notify Tenant in writing, then Tenant shall be afforded a

right of first ref11Sal to acquire the Premises on the same terms and conditions contained in the Offer

and the Additional Sale Terms to the extent that the Additional Sale Terms are not inconsistent with

the terms contained in the Offer. As used herein, the word "purchase" shall be deemed to include,

without limitation, sale of all or any portion of the Premises to a third party and any transaction

whereby Landlord contributes all or any portion of the Premises, or Landlord's beneficial interest

therein, to a partnership, corporation, limited liability company, trust or other entity, in exchange for

an interest in such entity and any transaction in which the beneficial interest in Landlord is sold or

conveyed to a bona-fide third party purchaser.

(b) Tenant shall have five (5) business days after receipt of notice from Landlord of the

Offer, which notice shall include a copy of the Offer, within which to exercise its right of first refusal

in accordance with the terms and conditions contained in the Offer.

38.3. Notwithstanding any of the foregoing to the contrary, (i) Landlord may sell all or any

portion of the fee interest in the Premises without the necessity of complying with the provisions of this

Section in connection with any transfer to an affiliate of Landlord, or in connection with any transfer of

shares of stock, membership interests or other ownership interests to or among existing or new

shareholders, members or other owners, provided that the transferee in any such transaction shall hold

title to the Premises subject to Tenant's rights under this Section in connection with a subsequent

transaction that triggers Tenant's rights hereunder and (ii) nothing in this Section shall be construed as a

prohibition against, or limitation on Landlord's right to, (a) make a collateral or actual assignment of

rents in connection with any financing arrangement Landlord may enter into in connection with the

Premises, (b) the granting of a mortgage or deed of trust encumbering the Premises or any foreclosure or

deed in lieu of foreclosure, or (c) the sale and subsequent leaseback by Landlord of its interest in the

Premises or any pmtion thereof provided that such sale and subsequent leaseback is done for financing

purposes; Tenant acknowledging and agreeing that Landlord shall not be required to afford Tenant the

opportunity to purchase the fee interest in the Premises prior to making any such assignment, granting

any such mortgage or deed of trust (or any such foreclosure sale or deed in lieu of foreclosure) or

consummating any such sale and subsequent leaseback.

38.4. In addition, notwithstanding anything in this Section to the contrary, the rights set forth in

this Section 38 shall be one-time rights such that if the Premises is sold to a third party and Landlord

shall have complied with the provisions of this Section in connection with such sale, then this Section

shall be null and void and of no further force and effect and shall be deemed to be deleted from this

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Lease.

38.5. As used herein, the phrase "Basic Sale Terms" shall mean the purchase price, terms of

payment of the purchase price, closing date, place of closing and any other terms Landlord desires to

include in the Offer Notice. As used herein, the phrase "Additional Sale Terms" shall mean the

following:

(a) The Premises shall be conveyed in its "as is" condition, except to the extent, at

Landlord's sole discretion, otherwise expressly set fotth in the Offer Notice. The closing will take

place at 10:00 A.M. eastern time at the office ofDohetty, Ciechanowski, Dugan & Cannon, P.C., 124

Grove Street, Suite 220, Franklin, Massachusetts 02038 (or such other place as may be agreed in

writing by the pmties) on the day that is sixty (60) days after Landlord receives Tenant's written notice

exercising the Right of First Offer or such emlier date as may be agreed to by the parties.

(b) Landlord shall convey marketable title to the Premises subject only to encumbrances

of record as of the date of the Offer Notice and to such matters as are excepted from coverage in the

so-called "jacket" to the then-current ALTA form of owner's title insurance for Massachusetts, but free

and clear in any event of any mortgages, liens, or other encumbrances securing the payment of money

(other than such mmtgage(s), if any, as shall be assumed by the buyer pursuant to the express terms of

the Offer Notice). Notwithstanding for foregoing, to enable Landlord to make conveyance as herein

provided, Landlord may, at the time of the delivery of the deed, use the purchase price, or any part

thereof, to clear the title of any and all encumbrances or interests which are to be discharged, removed

or eliminated by the terms hereof, provided the instruments required to clear title are either recorded

simultaneously with the delivery of the deed or arrangements reasonably satisfactory to Tenant

(including the delivery of a pay-off letter from any lienholder stating that its lien will be discharged

upon receipt of a specified amount of money) for the subsequent recording are made at the closing.

(c) If the Premises is damaged by casualty or taken pursuant to an exercise of the eminent

domain power before the closing date, the closing shall nevettheless continue, Tenant shall pay the

full purchase price without deduction for such damage and Landlord's interest in the insurance

proceeds or the condemnation proceeds, as the case may be, shall be paid or assigned to Tenant at

closing.

(d) ·There shall be no adjustments for real estate taxes, water and sewer use charges,

insurance and the like, all of which are payable by Tenant under this Lease. Tenant shall be solely

responsible for all survey and title examination costs and title insurance premiums. Any matter of

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practice arising under or relating to the transaction under this Section 38 which is the subject of a title

standard or a practice standard of the Real Estate Bar Association of Massachusetts at the time for

delivery of the deed shall be governed by such title standard or practice standard to the extent

applicable.

(e) In the event that Tenant does not purchase the Premises after exercising the Right of

First Offer for any reason other than Landlord's default in conveying the Premises to Tenant as

required under this Section, then, in addition to all remedies available to Landlord at law or in equity,

Tenant's rights under this Section shall tenninate and this Section shall be uull and void and of no

further force and etiect and shall be deemed to be deleted from this Lease.

38.6. Time is of the essence with respect to all ofthc terms and provisions of this Section.

38.7. If Tenant assigns this Lease or sublets all or substantially all of the Premises, except

pursuant to a Permitted Transfer, the right set fmih in this Section shall terminate and this Section


Lease.

38.8. If, at any time, any default of Tenant is not remedied prior to the expiration of any

applicable cure period, this Section shall automatically be deemed to have been deleted. Fmihermore,

if, at any time when Tenant wishes to exercise the rights set fmih herein, there exists a default of

Tenant as to which any applicable cure period has not yet expired, Tenant's exercise of the rights set

forth herein shall not be deemed to be effective unless, prior thereto or simultaneously therewith,

Tenant remedies such default.

39. BROKERS.

39.1. Tenant and Landlord represent and warrant to each other that they had no dealings with

any agent or broker in connection with this Lease and the rights granted hereunder other than

CBRE/New England, who shall be paid by Landlord pursuant to a separate agreement, and covenant to

defend the other, with counsel approved by the indemnified party, hold harmless and indemnify the

other from and against any and all cost, expense or liability for any compensation, commissions or

charges claimed by any other brokers or agent with respect to such patiy's dealings in connection with

this Lease or the negotiations hereof.

40. EXCLUSIVITY.

40.1. As additional consideration for Landlord entering into tllis Lease and Landlord's covenants

set forth herein, Tenant shall, commencing on the Effective Date and continuing on the first (1st) day of

each month thereafter until the earlier of the (i) the Rent Commencement Date; or (ii) the termination of

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this Lease by Tenant pursuant to the provisions of the Lease (the "Exclusivity Period"), pay to

Landlord Ten Thousand Dollars ($10,000.00) per month (collectively, the "Exclusivity Payments"),

which Exclusivity Payments shall in no event be refunded to Tenant and shall in no event be applied

to any other payments due from or obligations of Tenant under this Lease. In consideration of the

Exclusivity Payments, during the Exclusivity Period, Landlord shall not, directly or indirectly

(including, without limitation, brokers, attorneys and accountants) negotiate or solicit proposals or

offers from any person relating to a lease of the Premises, or any portion thereof.

41. FORCE MAJEURE.

41.1. Except for Landlord's or Tenant's obligations to timely pay any monetary amounts due

hereunder, neither party shall be in default hereunder if such party is prevented from performing any of

its obligations hereunder due to any accident, breakage, strike, shortage of materials, acts of God or

other causes beyond such party's reasonable control.

42. ROOF-TOP EQUIPMENT.

42.1. Tenant may during the Lease Term, at its option and expense, with the prior written

consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, install,

maintain, repair and replace certain equipment on the Building's roof, including, without limitation, air

conditioning and heating equipment and condenser units associated therewith, cable, wiring, rooftop

antermae, and other equipment associated with or reasonably required by Tenant's use and occupancy

of, and conduct of its business within, the Premises (collectively, the "Equipment") at a location on the

roof and a chase within the Building mutually agreed upon by the parties hereto, provided that the

Equipment does not provide undue stress to the roof or otherwise cause damage to the Building.

Tenant will provide the plans and specifications for the Equipment to Landlord for Landlord's approval

(not to be unreasonably witW1eld, delayed or conditioned) prior to installation. Tenant shall be

responsible for the cost of installation, repair and maintenance of the Equipment. Tenant, upon

expiration or early termination of the Lease, shall remove the Equipment and repair any damage caused

by the installation and/or removal of the Equipment. The installation and operation of the Equipment

shall comply with all applicable laws. Landlord and Tenant hereby agree that it shall not be considered

unreasonable for Landlord to witW10ld approval of any such work if such work would void or otherwise

negatively impact any warranty pertaining to the Building, its roof or any other structural component.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Landlord and Tenant have hereunto subscribed their names as of

the date set fmth above.

WITNESS

WITNESS

LANDLORD:

JD FAMILY TRUST

By: ~v~ V (if-/u{o Cwtis Patalano, Trustee

TENANT:


1,1/ h\'\1-By:-,--------------1/_. _ _.:1 ' '----

Name: A ~ rf (• r/ Title: C .,

r!J

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EXHIBIT "A" Recorded Land

A certain parcel of unregistered and registered land, together with the buildings and other improvements thereon. situated in Franklin, Norfolk County, Massachusetts, shown as Lot 13 on a plan entitled "Plan of Land in Franklin, MA (Norfolk County)" dated June I, 1987, by Seals and Thomas, Inc., recorded with the Norfolk Registry of Deeds in Plan Book 358, Plan I 028, bounded and described as follows:

NORTHEASTERLY by the southwesterly side line of Forge Parkway on said plan, seven hundred ten and 20/100 (71 0.20) feet;

SOUTHWESTERLY by Lot 49 on said plan, two hundred forty-two and 19/100 (242.19) feet;

SOUTHERLY by the same, one hundred fotiy and 57/100 (140.57) feet;

SOUTHEASTERLY by the same, one hundred eighty-four and 70/100 (184.70) feet;

EASTERLY by Lot 49 and Lot 46 on said plan, four hundred thitiyone and 19/100 ( 431. I 9) feet;

SOUTHEASTERLY by Lot 4 I on said plan, two hundred twenty-seven and 44/100 (227.44) feet;

SOUTHWESTERLY by L.C. Lot No. 53 on said plan, six hundred fiftyseven and 89/100 (657.89) feet; and

NORTHWESTERLY by L.C. Lot No. 52 and Lot 12 on said plan, seven hundred twenty- one and 88/100 (721.88) feet.

Containing 9.82 ±acres of land, more or less, according to said plan.

Registered Land

The registered portion of the premises is bounded and described as follows:

NORTHEASTERLY by the southwesterly side line of Forge Parkway on a plan hereinafter referred to, three hundred sixty-two and 49/100 (362.49);


SOUTHERLY by the same, one hundred forty and 571100 (140.57)

feet; SOUTHEASTERLY by the same, one hundred eighty-four and

70/100 (184 70) feet;

EASTERLY by Lot 49 and Lot 46 on said plan, four hundred thhiy-


one and 19/100 (431 19) feet:

SOUTHEASTERLY by Lot 41 on said plan, two hundred twentyseven and 44/100 (227 .44) feet;

SOUTHWESTERLY by L.C. Lot No. 53 as shown on said plan, six hundred fifty-seven and 89/100 (657.89) feet;

NORTHWESTERLY by L.C. Lot No. 52 on said plan, three hundred eightynine and 22/100 (389.22) feet; and

NORTHERLY by Lot II on said plan, five hundred thirty-six and 17/100 (536.17) feet.

All of said boundaries of said registered parcel are located as shown on a plan entitled "Subdivision Plan of Land in Franklin, MA (Norfolk County) Being a Subdivision of Lot 50 shown on Land Court Plan 7594-12" dated June I, 1987, by Seals and Thomas, Inc., filed with the Land Registration Office in Boston, and said registered parcel is shown thereon as L.C. Lot No. 51. Said registered parcel is also shown as lot numbered 55 on a plan drawn by Beals and Thomas Inc., Surveyors, dated June I, 1987, as approved by the Land Court, filed in the Land Registration Office as No. 7594-14, a copy of a portion of which is filed in Norfolk Registry District with Certificate No. 127194, Book 636.

Together with the benefit of all rights, easements, restrictions, agreements, and covenants set forth in the Deed of James R. Allen, et al., Trustees of Forge Park Realty Trust, dated August 31, 1987, recorded in Book 7730, Page 508, and filed as Document No. 530758, upon which Certificate of Title No. 127194 shall be issued by said Registry District.

Together with the right to use Forge Parkway in common with others entitled thereto for all purposes for which streets and ways are now, or in the future may be, used in the Town of Franklin.

Together with the appurtenant rights set forth in Document No. 493443, as referred to in Document No. 530758.

There is also appurtenant to the above described land the right to use Forge Parkway as set forth in said Document No. 530758.

Together with the benefit of the Access and Utility Easement shown on said plan, as set forth in Document Nos. 521795 and 530758.


Exhibit "B" COMMENCEMENT DATE AGREEMENT

THIS COMMENCEMENT DATE AGREEMENT ("Agreement") is entered into as of this __ day of , 20_by and between CURTIS PATALANO and JAMES F. DADDARIO, Trustees of the JD FAMILY TRUST, under declaration oftrust dated June 6, 2012, hereinafter called "Landlord," and NEW ENGLAND TREATMENT ACCESS, INC., a Massachusetts non-profit corporation, hereinafter called 11 Tenant, 11

•

WITNESSETH:

1. This Agreement is made pursuant to Section 2.1 of that certain Lease dated as of September 1, 2013, between Landlord and Tenant (the "Lease").

2. It is hereby stipulated that the Rent Commencement Date, as defined in the Lease, is =-----;;---:--' 20_ and the Initial Period shall expire on ______ _ 20_ as set fmth and provided for in the Lease.

IN WITNESS WHEREOF, the patties hereto have executed this instrument under seal as of the day and year first above written.

LANDLORD:

TRUSTEES OF JD FAMILY TRUST

By: --------------CURTIS PATALANO, Trustee

By:~~~~~~~~~----JAMES F. DADDARIO, Trustee

TENANT:


By: ____________ _ Name: ______________ _

Title:. ______________ _


Section 6.2

Expansion Work

Landlord shall be responsible for all permitting associated with Expansion Landlord shall be responsible for "Vanilla box" of additional area to consist of:

Poured concrete floor Exterior shell (from studs out)

Rough electrical, plumbing and HVAC

Roof • Tenant shall be responsible for cost of all finish work, to include, but not be limited to:

Ceiling

Finish electrical, plumbing and HVAC • Finish from inside plane of studs in • Flooring

• All interior demising walls (if any)

EVIDENCE OF INTEREST IN PROCESSING SITE

(Exhibit 5.3)


Corporation Name: __ New England Treatment Access, Inc .. _____ _ Application# (if more than one): 2 __


5 Forge Parkway, Norfolk Lease

Franklin MA 02038


I I z ~

c& [ @'

i ~ [] S"

~ 13

LEASE AGREEMENT


THIS LEASE AGREEMENT dated as of the 1" day of September, 2013 (the "Effective Date"),

by and between CURTIS PATALANO and JAMES F. DADDARIO, Trustees of the JD FAMILY

TRUST, under declaration oftrust dated June 6, 2012, of20 Marvin Avenue, Franklin, Massachusetts

02038, hereinafter called "Landlord," and NEW ENGLAND TREATMENT ACCESS, INC., a

Massachusetts non-profit corporation with a principal place of business at 45 Orchard Street,

Swampscott, Massachusetts 01907, hereinafter called "Tenant," provides:

WITNESSETH

I. PREMISES

1.1. In consideration of the rents and covenants hereinafter resetved and contained and other

good and valuable consideration, subject to the conditions hereinafter expressed, Landlord leases to

Tenant, and Tenant leases from Landlord, that certain parcel of improved real property (the "Property")

having a mailing address of 5 Forge Parkway, located in the Town of Franklin, Norfolk County,

Massachusetts and more particularly described on Exhibit A attached hereto and made a part hereof,

including the building (the "Building") and other improvements thereon, and together with all tights,

privileges, tenements, hereditaments, easements and appurtenances thereunto belonging or in anywise

appertaining, including without limitation, loading docks, parking areas, garage and Btiilding

mezzanine, being hereinafter refetTed to as the "Premises." The Premises include the entire Building

coniaining approximately 60,150 rentable square feet of space. Landlord shall deliver the Premises to

Tenant on the Rent ConnnencementDate (defined below) clean and free of debris and other tenant's

. improvements and belongings. Landlord warrants to Tenant that the roof, plumbing, fire sprinkler

system, lighting, HVAC and electrical systems in the Premises shall be in good operating condition on

the Rent Commencement Date and during the initial twelve (12) months of the Initial Period (as

hereinafter defined). In the event of a non-compliance with such wruranty, Landlord shall, except as

otherwise provided in this Lease, promptly after receipt of written notice fi·om Tenant setting forth the

nature and extent of such non-compliance, rectifY same at Landlord's cost and expense.

2. TERM 2.1. The term of this Lease shall commence on the Effective Date. Tenant shall be entitled to

occupy the Premises and shall commence paying rent on the date Tenant is granted a medical

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marijuana license in connection with the Tenant's Use (as hereinafter defined) by the Commonwealth

ofMassaclmsetts pursuant to Chapter 369 of the Acts of2012 and 105 CMR 725.000 (collectively, the

"Code") and all othel' necessary permits and approvals from the Town ofFtanklin for the Tenant's Use

including, but not limited to, site plan approval from the Franklin Planning Board (collectively, the

"Necessary License") (such date after expiration of any applicable appeals periods is hereinafter called

the "Rent Commencement Date"); provided, however, that in no event shall the Rent Commencement

Date be later than April 1, 2014. In the event that Tenant is tmable to obtain the Necessary License or

if the applicable appeals periods did not expire on or before April 1, 2014, this Lease shall terminate

and be deemed null and void without recourse to the parties hereto and Landlord shall promptly return

to Tenant all deposits, prepaid rent or escrow fimds, if any. The Premises shall be delivered to Tenant

in "AS-IS" condition, except as set fmih in Section 1.1. The initial term of this Lease will expite at

twelve o'clock, midnight, Eastern Standard Time on the last day of the tenth (1Oth) full "Lease Year"

(as heteinaftel' defined) aftel' the Rent Commencement Date, such petiod hereinafter called the "Initial

Period," except as may be earlier terminated or extended as set forth in the Lease. The tel'm "Lease

Year" as used hetein will mean a period of twelve (12) consecutive full calendar months, except if the

Rent Commencement Date is not the fitst day of a calendal' month, then the first Lease Year will begin

on the first day of the calendar month following the Rent Commencement Date. Each succeeding

Lease Year will begin upon the anniversaty date of the first Lease Year. Landlord and Tenant shall,

upon request, execute a memol'andum setting forth the Rent Commencement Date and the date of

expiration of the Initial Period in the form attached hereto as Exhibit B.

2.2. Provided no uncured Event of Default (as hereinafter defined) has occurred and is

continuing, Tenant shall have the option to extend this Lease for one (1) additional period of five

(5) years, heteinafter called the "Extension Period," upon the same terms and conditions as provided

herein, saving and excepting the increase in rent provided for herein. The phrases "term of this Lease"

or "Lease Term" as used hetein shall include the propel'ly exercised Extension Period. The Extension

Period shall be exercised by Tenant giving written notice to Landlord not less than twelve (12)

calendar months priol' to the expiration ofthe Initial Pedod.

3. RENT

3 .I. Throughout the Initial Period of this Lease, Tenant covenants and agrees to pay to

Landlord a monthly base rent, payable in advance on the first day of each calendar month theteof,

prorated for partial lease months, as follows:

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RENT PERIOD MONTHLY RENT ANNUAL RENT

First Lease Year $32,581.25 $390,975.00

Second Lease Year $33,721.59 $404,659.13

Third Lease Year $34,901.85 $418,822.15

Fomih Lease Year $36,123.41 $433,480.93

Fifth Lease Year $37,387.73 $448,652.76

Sixth Lease Year $38,696.30 $464,355.61

Seventh Lease Year $40,050.67 $480,608.06

Eighth Lease Year $41,452.45 $497,429.34

Ninth Lease Year $42,903.28 $514,839,37

Tenth Lease Year $44,404.90 $532,858.75

3 .2. Should this Lease be extended as provided herein, the base rent for the first year of the

Extension Period shall be equal to the "fair market rent" for the Premises at the time of the execution of

the option but in no event less than the base rent paid in the Lease Year immediately preceding the

Extension Period. The "fair market rent" shall be the rent mutually determined by Landlord and Tenant

through the process of negotiation. Notwithstanding anything to the contrary contained herein,

however, if for any reason whatsoever Landlord and Tenant shall not agree in writing upon the "fair

market rent" for the first year of the Extension Period at least nine (9) months prior to the expiration of

the Initial Period, then the fair market rent for the Premises shall be determined by licensed real estate

appraisers having at least five ( 5) years' experience in the appraisal of connnercial real estate in the

Franklin, Massachusetts area, one such appraiser to be designated by each of Landlord and Tenant. If

either pmty shall fail to designate its appraiser by giving notice of the name of such appraiser to the

other pmiy within fifteen (15) days after receiving notice of the name of the other pmty's appraiser, then

the appraiser chosen by the other pmty shall determine the fair mmket rent and such appraiser's

detennination shall be final and conclusive. If the appraisers designated by Landlord and Tenant shall

disagree as to the fair market rent, but if the difference between their estimates of fair market rent shall

be five percent (5%) or less of the greater of the estimates, then the average of their estimates shall be

the fair mm·ket rent for purposes hereof. In determining "fair market rent", the appraisers may take into

account, a!'llong other considerations, (i) the size and location of the Premises, (ii) the lease term, (iii)

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the condition of the Premises, (iv)·the extent of services provided to the Premises; (v) the date as of

which the Extension Period is to become effective; (vi) free rent; (vii) brokerage commissions; and

(viii) other tenant concessions. If the appraisers designated by Landlord and Tenant shall disagree as to

the fair market rent, and if their estimates of fair market rent shall vary by more than five percent (5%)

of the greater of said estimates, then they shall jointly select a third appraiser meeting the qualifications

set forth above, and such third appraiser's estimate of fair market rent shall be the fair market rent for

purposes hereof if it is not greater than the greater of the other two estimates and not less than the lesser

of the other two estimates. If said third appraiser's estimate is greater than the greater of the other two

estimates, then the greater of the other two estimates shall be the fair market rent for purposes hereof;

and if the estimate of the third appraiser shall be less than the lesser of the other two estimates then the

lesser of tl1e other two estimates shall be the fair market rent for purposes hereof. Each of Landlord and

Tenant shall pay for the services of its appraiser, and if a third appraiser shall be chosen, t11en each of

Landlord and Tenant shall pay for one-half of the services of the third appraiser. The base rent shall

increase by three and one-half percent (3.5%) during each subsequent year during the Extension Period.

3. 3. All payments of rent hereunder shall be made in cash or by check payable to Landlord,

without demand, and shall be mailed to Landlord at the address specified in the Notice section of this

Lease or to such other party and place as may be designated by written notice fi'om Landlord to Tenant.

All amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly

denomi'nated as rent, will constitute rent.

3.4. Tenant shall pay a service charge equal to five percent (5.0%) of the rent due if not

received within ten (1 0) days of its due date. In addition to such service charge, any rent paid more

than thirty (30) days after due shall accrue interest at the rate of ten percent (10.0%) per atmum, if

permissible, but in no event exceeding the maximum rate allowed by law, fi·om the due date until paid.

Such service charge and interest payments shall not be deemed consent by Landlord to late payments,

nor a waiver of Landlord's right to insist upon timely payments at any time, nor a waiver of any

remedies to which Landlord is entitled as a result of the late payment of rent.

4. USE OF PREMISES

4.1. The Premises may be used for the cultivation, storage and distribution of medical

marijuana pursuant to the Code together with related offices, administrative uses and outdoor storage

of materials (the "Tenant's Use"), and for no other use without Landlord's prior written consent which

consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anythi'ng herein

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contained to the contrary, Tenant shall have no right to occupy the Premises until the Rent

Commencement Date, provided, however that Tenant shall have access to the Premises prior to the

Rent Commencement Date for purposes of performing such inspections and studies as may be required

to obtain the Necessary License. Commencing on the Rent Commencement Date, Tenant and Tenant's

employees and contractors shall have twenty-four (24)-hour access to the Building, seven (7) days per

week, subject to local ordinances and regulations.

5. UTILITIES

5.1. Commencing on t)le Rent Commencement Date, Tenant shall pay all usual and customary

utility charges and security deposits for all utilities including, but not limited to, electricity, potable

water, storm sewer, sanitary sewer, telephone, telecom and natural gas service to the Premises

(collectively, the "Utilities"). All separately metered, non-shared Utilities shall be placed in Tenant's

name promptly following delivery of the Premises to Tenant. All non-separately metered, shared

Utilities shall be kept in Landlord's name during the term of this Lease and Tenant shall pay to

Landlord its share of such Utilities within thitty (30) days of written request, accompanied by a copy of

the subject utility bill. Landlord represents and warrants that the Premises is cmTently served by the

Utilities set f01ih above and all initial connection charges, hook-up and tap fees for such Utilities

(excluding usual and cust01mny security deposits) have been paid or will be fully paid by Landlord on

or before the Rent Commencement Date. It Tenant requires additional utilities or services for the

Tenant's Use, Landlord shall cooperate with Tenant to enable Tenant to obtain such additional services

and utilities at Tenant's sole cost and expense.

5 .2. Upon any interruption in utilities or services resulting from the gross negligence or willful

misconduct of Landlord or its agents, contractors or employees, Tenant shall have the right to abate

rent until all the utilities and services are restored if Tenant detennines, in its reasonable discretion, that

the interruption in utilities or services has substantially interfered with Tenant's use or enjoyment of

the Premises or Tenant's conduct of business for more than two (2) consecntive business days. Tenant

shall have the right to terminate this Lease if (i) any such interruption in the utilities or services

continues for twenty (20) consecutive days and (ii) the it1terruption was the result of the gross

negligence or willful misconduct of Landlord or its agents, contractors or employees.

6. ALTERATIONS; EXPANSION OF PREMISES 6.1. During the term of this Lease, Tenant shall have the right at any time, and from time to

time, to make non-structural changes or alterations to the Premises without Landlord's prior consent

(but only after providing notice thereof to Landlord) and, upon Landlord's prior written consent, which

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consent shall not be unreasonably withheld, conditioned or delayed, to make structural changes or

alterations to the Premises, provided that any such changes or alterations shall be made by Tenant at

Tenant's sole cost and expense, in a good and workmanlike manner pursuant to valid building permits,

if required, and in accordance with all applicable federal, state and local laws, regulations, ordinances,

rules, orders, building codes and zoning (collectively, "Applicable Laws"). Upon receipt of Tenant's

request for cons.ent to any structural changes and alterations to tbe Premises, Landlord shall consent or

refuse such consent stating the reasons for such refusal within fourteen (14) days of receipt of such

Tenant's request. Each change or alteration, whether temporary or permanent in character, made by

Landlord or Tenant iu or upon the Premises (excepting only Tenant's furnitm·e, equipment and business

and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the

expiration or termination of this Lease without compensation to Tenant; provided, however, that

Landlord shall have the right to require Tenant to remove such changes and alteration at Tenant's sole

cost and expense, which required removal shall be specified by Landlord when Landlord consents to

Tenant's requested changes and alterations; fmther provided, however that Landlord shall not require

Tenant to remove any electrical, telecom, data and other cabling or wiring. Notwithstanding the

foregoing, Landlord hereby consents to the following work, which Tenant may perform at any time

during the Lease Term (the "Work"): (1) an electrical upgrade to 2,000 amps witb expansion to 6,000

amps, Three Phase, 240 volts; (2) such alterations as are necessary to comply with the security

requirements under the Code for tbe Tenant's Use; and (3) such other changes and alterations as may be

required as a condition of the issuance of tbe Necessary License, but only after providing notice thereof

to Landlord.

6.2. In the event that, during the Initial Period, Tenant determines that Tenant's Use reasonably

requires the construction and addition of additional usable space to the Building (the "Expansion")

Tenant shall so notifY Landlord (the "Expansion Notice") and Landlord shall, witb reasonable

promptness (but no later than sixty (60) days after receipt of the Tenant's specifications for the

Expansion provided that Landlord shall have obtained a valid building permit for the Expansion)

commence construction of the Expansion for Tenant and pursue such construction with all due

diligence and complete the same in a good and workmanlike manner and in accordance witb all

Applicable Laws and Tenant's specifications. The Landlord's obligations shall be contingent upon (i)

Landlord obtaining all necessary Local Approvals (as hereinafter defined) for the Expansion and (ii)

Landlord obtaining financing for the construction of the Expansion upon such terms and conditions as

are acceptable to Landlord in its sole and absolute discretion, provided, however, that if Landlord is not

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able to obtain such fmancing, despite Landlord's commercially reasonable effmts, Tenant may, but

shall not be required to, in its sole discretion, elect to finance such Expansion, in which case such

financing amount at the then prevailing financing rate (or Tenant's actual financing rate, if applicable)

shall be offset against rent next becoming due hereundel", until Tenant is completely reimbursed for

such costs. In counection with the Expansion, Landlord shall be responsible for performing all work

associated therewith but shall only be responsible for the cost of the Expansion work as described in

Schedule 6.2 attached hereto and Tenant shall be responsible for all costs associated with the

Expansion as described in Schedule 6.2. Upon issuance of a certificate of occupancy by the Town of

Franklin for the Expansion, the base rent paid by Tenant pursuant to Section 3.1 of this Lease shall

increase by an amount equal to the rentable square footage of the Expansion multiplied by the per

square foot rent then paid by Tenant for the Premises. Upon substantial completion of the Expansion,

Tenant shall have the right to have its architect confinn Landlord's calculation of the rentable square

footage of the Expansion. Notwithstanding anythh1g herein contained to the contrary, if the Expansion

Notice is sent to Landlord during the last three Lease Years of the Initial Period, such Expansion Notice

shall be accompanied by Tenant's exercise of the option set forth in Section 2.2 of the Lease.

7. LIENS

7.1. Tenant shall keep the Premises free and clear of mechanics', materialmen's and other liens,

and all charges, claims, and encumbrances caused or created by Tenant or anyone claiming through or

under Tenant. Tenant shall permit Landlord and its agents to enter into and upon the Premises at all

reasonable tin1es upon a prior 24-hour notice and subject to compliance with Tenant's securi1y

requirements for the purpose of placing upon the Premises notices of non-responsibili1y for the claims

of mechanics, materialmen, and/or contractors, provided such eutrance does not intmfere with Tenant's

operations or access to the Premises.

7.2. If Tenant shall cause any such mechanic's or other lien to be filed against the Premises,

Tenant shall either cause the same to be discharged of record within thirty (30) days after receipt of the

notice of filing of same or bonded over.

8. MAINTENANCE

8.1. Throughout the te1m of this Lease, Landlord shall keep (i) the roof (including the roof

membrane), foundation, exterior walls and other structural components of the Building, (ii) the

exterior sewer, water and utili1y lines servicing the Premises fi·om the property line to the Building and

(iii) all exterior pavement on or about the Premises, in good condition and repair, excluding damage

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resulting from the negligence or willful misconduct of Tenant, its agents, employees or invitees which

shall be Tenant's responsibility. Further, Landlord shall be responsible for the replacement of all

mechanical, electrical, pltnnbing, lighting and other building and utility systems (the "Building

Systems") or any major components thereof whenever the cost to repair the said system or component

exceeds fifty percent (50%) of the replacement cost of such system or component. Landlord's

obligations under subparagraphs (i) - (iii) shall be performed at Landlord's sole cost and expense

without reimbursement from Tenant.

8.2. Throughout the term of this Lease, Tenant shall keep (i) the interior, non-structural

pmtions of the Premises, (ii) all Building Systems (excludiug replacement as described in Section

8. 1, above) and (iii) all other portions of the Premises which are not the responsibility of Landlord

under the terms of this Lease, in like condition and repair as when received at the Rent

Commencement Date, reasonable wear and tear, casualty and condemnation excepted, and excluding

damage resulting from the negligence or willful misconduct of Landlord, its agents, employees or

invitees. Tenant shall be responsible for the removal of all snow and ice from the Premises and for all

landscaping of the Premises, except as set fmth in Section 8.1 above.

8.3. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible to

perform or pay any portion of the cost of any capital improvements required to be made to the

Premises except such as (i) are required for Tenant's Use or (ii) are required by Applicable Laws first

enacted after the Rent Commencement Date. The capital improvements under subclause (ii), above,

shall be performed and paid for by Landlord and shall be amortized over the useful life of such

improvement (as determined according to GAAP) on a straight line basis, without interest, and with a

reasonable salvage value and Tenant shall pay such portion of such amortized costs which fall within

the Lease Tenn. Tenant shall have the right upon written request to Landlord review Landlord's

records with respect to any charges alleged to be due from Tenant to Landlord under this Lease (with

the exception of base rent set fmth in Section 3).

9. TAXES.

9 .1. Commencing on the Rent Commencement Date, Tenant covenants and agrees to pay and

discharge before delinquency thereof and before penalties shall accrue thereon, all general real estate

taxes and assessments ('Taxes") levied on the Premises during the term of this Lease, unless the same

are being contested in good faith. All such taxes during the first and last Lease Years shall be prorated.

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Landlord shall forward copies of all general real estate tax bills and assessments to Tenant not less

than twenty (20) days prior to their due date, otherwise Landlord shall be liable for all penalties,

interest payments, additional assessments or delinquency charges proximately resulting from

Landlord's delay in forwarding the subject tax bill. Tenant further agrees to pay all franchise taxes,

business taxes, personal property taxes or other similar rates and taxes which may be levied or

imposed upon Tenant's business and personal property located on or about the Premises. Landlord,

however, shall remain solely responsible for all sales tmws due on the rent payable herein, , and for its

own income taxes, capital, stock, succession, transfer, franchise taxes, gift, estate or inheritance tax,

business taxes and other similar rates and taxes peculiar to Landlord. The foregoing provisions of this

Section are predicated upon the present system of real estate taxation in the Commonwealth of

Massachusetts and the Town of Franklin. If taxes upon rentals, occupancy, or other factors shall be

imposed, in substitution, in whole or in patt, for the present ad valorem real estate taxes, or which are

otherwise in the natme of a tax on real property, Taxes shall include such taxes on rentals, occupancy

or such other factors. For the purpose of determining Taxes for any given Lease Year, the amotmt to

be included for such Lease Yem shall be Taxes which me assessed or become a lien during such Lease

Yem rather than Taxes which are due for payment or paid dming such Lease Y em. If Landlord secures

an abatement oi· refund of any Taxes, Tenant shall receive its proportionate share of the amount of

such abatement or refund (i.e., the net amount remaining after paying all reasonable costs and

expenses of securing the abatement or refund, including reasonable attorneys' fees) as a credit to be

applied by Landlord against rent next becoming due (or, if no further rent is dne fi·om Tenant, by a

cash payment by Landlord to Tenant). Tenant may, at its sole discretion, initiate and pmsne any

appeals and abatements of any Taxes.

10. LIABILITY INSURANCE

10.1. Landlord and Tenant shall each obtain and maintain dming the term of this Lease,

Commercial General Liability insurance against (i) liability for injury to or death of any person and (ii)

liability for third pmty propetty damage occuning upon the Premises in an amount not less than

$1,000,000 per occurrence and $2,000;000 in the aggregate. Landlord shall be named as an additional

insured on the Tenant's insmance policy and certificates of insurance and Tenant shall be nffil1ed as an

additional insured on the Landlord's insmance policy. The parties shall provide their respective

insurance certificates to the other on or before the Rent Commencement Date and annually upon

renewal of the subject policies. Upon demand, Tenant shall reimbmse Landlord for the cost of

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Landlord's insurance premium.

11. PROPERTY INSURANCE

11.1. Tenant shall obtain and maintain, at its expense, during the term of this Lease ISO Special

Form (Causes of Loss) property insurance coverage in an amount that will provide for payment of one

hundred percent (100%) of replacement cost of the Building and other insurable improvements upon

the Premises issued by a company or companies licensed to do business in the Commonwealth of

Massachusetts and acceptable to Landlord in its reasonable discretion. Landlord shall be named as an

insured on such insurance policy and certificates of insurance shall be provided to Landlord by Tenant

at the Rent Commencement Date and annually by Tenant upon renewal ofthe subject policy. Landlord

may contact the insurance company directly to inquire regarding any cancellation or other tenus of

such policy. Tenant shall provide to Landlord replacement certificates of insurance prior to any

termination or cancellation thereof and shall provide copies of any cancellation or termination notices

received fi·om the insurance company. In the event of an insured casualty to the Premises, all proceeds

of the insurance maintained by Tenant hereunder (with the exception of the proceeds of the insurance

maintain by Tenant pursuant to Section 11.2) shall be paid to Landlord, together with Tenant's

deductible amount, to be applied to the restoration of the Building or, if this Lease is terminated in

connection with such casualty, to be retained by Landlord for its sole benefit, except with respect to the

cost of such improvements which were made at the sole cost of Tenant.

11.2. Tenant shall obtain and maintain, at its expense, during the term of this Lease personal

property insurance coverage in such amount as Tenant shall deem necessary to fully insure Tenant's

furniture, fixtures, machinety, equipment, and other personal property (excluding inventory) located

on or about the Premises.

12. WAIVER OF SUBROGATION

12.1. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant hereby

release each other and each other's agents, officers and employees of liability and responsibility, and

each hereby waives any and every claim which arises or may arise in its favor against the other party

hereto during the term of this Lease, for any loss or damage that may occur to t~e Premises or any

improvements thereto or any personal property located thereon, arising from any cause that (i) is

insured against under the terms of any property insurance required to be canied hereunder, or (ii) is

insured against under the tenus of any property insurance actually canied by Landlord or Tenant,

regardless of whether it is required hereunder. Such mutual waivers by Landlord and Tenant shall be in

addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease

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ORIGINAL- New England Treatment Access, lnc. #2

with respect to any loss or damage that may occur to the Premises or any improvements thereto or any

personal property located thereon. The foregoing waiver shall apply regardless of the cause or origin

of the claim, including but not limited to the negligence of Landlord or Tenant or their agents, officers

and employees, and shall apply regardless of the extent of the actual coverage (for example, each party

shall be responsible for any deductible, co-insurance or self-insurance with respect to the insurance

maintained by that party). Inasmuch as such mutual waivers will preclude the assigmnent of any

aforesaid claim by way of subrogation or otherwise to any insm·ance company (or any other person),

Landlord and Tenant hereby agree to give to each insurance company which has issued property

insurance covering the Premises written notice of the terms of such mutual waivers, if required by the

tenus of such policies, and to cause such insurance policies to be properly endorsed, if necessary, to

prevent the invalidation of such insurance coverages by reason of such mutual waivers.

13. FIRE AND CASUALTY DAMAGE

13.1. If the Building should be damaged or destroyed by fire or other casualty, hereinafter

called "Casualty Damage," Tenant shall give prompt written notice thereof to Landlord. If the Building

should be (i) totally destroyed or (ii) materially damaged, such that restoration cannot reasonably be

completed within one hundred eighty (180) days of the Casualty Damage (the "Restoration Date"),

then in either event Tenant, at its option, may tenninate this Lease by giving Landlord written notice

within thirty (30) days of the date of the Casualty Damage, whereupon all 1ights and obligations

hereunder shall cease effective as ofthe date of the Casualty Damage and all rents and other expenses

paid or payable hereunder shall be apportioned and abated.as of such date.

13.2. Unless this Lease is terminated as provided above, Landlord shall proceed promptly, at its

sole cost and risk, to restore the Building to its pre-Casualty Damage condition, provided that if the

Casualty Damage occurs during the final six (6) months of the term of this Lease, Landlord shall not

be required to restore such damage unless Tenant shall have exercised the Extension Period.

13.3. If the Building is to be restored, rent and other charges payable hereunder shall be abated

equitably, in proportion to the extent to which the loss of use of the affected po1tion of the Building

adversely affects Tenant's business operations, during the period in which the Building is wholly or

partially untenantable. If restoration is not promptly commenced and thereafter completed on or before

the Restoration Date, Tenant, at its option, may terminate this Lease by written notice to Landlord, in

which event all rights and obligations hereunder shall cease and all rents and other charges payable

hereunder shall be apportioned and abated as of the date of the Casualty Damage, or altematively,

Tenant may continue the Lease, complete the repairs itself using tbe insurance proceeds available for

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that purpose (which Landlord shall make readily available to Tenant), and/or seek recovery of any

losses it may have suffered as a consequence of Landlord's failure or refusal to complete the repairs

within the time prescribed above.

14. CONDEMNATION

14.1. In the event tbat all or a portion of the Premises is taken by condemnation or like

proceeding and in Tenant's reasonable judgment the remainder of the Premises shall not be suitable for

Tenant to continue its business therein, Tenant, at Tenant's option, may terminate this Lease and all

rents and other charges payable herennder shall be prorated as of the date of termination. Landlord

shall be entitled to receive the entire award in any condemnation or like proceeding, including any

award for the value of any nnexpired term· of this Lease, and Tenant shall have no claim against

Landlord or against the proceeds of the condemnation, except that Tenant shall have the right to

claim and recover fi·om the condemning authority compensation for Tenant's moving expenses,

business intenuption, increased rental costs or taking of Tenant's personal property (not including

Tenant's leasehold interest); provided that such damages may be claimed only if they are separately

awarded and do not reduce the damages recoverable by Landlord.

14.2. Unless this Lease is terminated as provided above, Landlord will restore the remainder of

the Premises as promptly as practicable to a satisfactoty condition so that Tenant may continue its

operations as nearly as possible in the same mmmer as before such taking. Rent and other charges

payable herennder shall be temporarily abated in proportion to the percentage of the Premises

rendered untenantable during restoration and permanently abated thereafter in proportion to the

percentage of the Premises condemned or otherwise taken.

15. DEFAULT

15 .I. Each of the following events, hereinafter called an "Event of Default," shall be a default

hereunder by Tenant and a breach of this Lease:

(a) If Tenant shall violate any covenant or agreement providing for the payment of rent or

other charges payable hereunder and such violation shall continue for ten (I 0) days after receipt of the

written notice of such violation from Landlord, provided that Landlord shall not be required to give

more than two (2) such notices in any given 12 month period.

(b) . If Tenant shall be adjudicated bankrupt, whether voluntmily or involuntarily, or make

any general assignment for the benefit of creditors or take or attempt to take the benefit of any

insolvency or bankruptcy act.

(c) If a receiver or trustee shall be appointed for or take possession of all or a substantial

pmt of Tenant's assets.

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(d) The attachment, execution or other judicial seizure of all or a substantial part of

Tenant's assets, where such an attachment, execution or seizure is not discharged within thirty (30)

days.

(e) If Tenant shall be in default in fulfilling any non-monetary covenants and conditions

of this Lease and such default shall continue for thirty (30) days after written notice thereof from

Landlord to Tenant, provided, however, such time period shall be extended if the subject default is not

reasonably capable of being cured in such thirty (30) day period if Tenant commences to cure in such

thirty (30) day period and thereafter diligently prosecutes such cure to completion.

(f) If Tenant shall fail to comply with any conditions imposed by the Necessary License

or shall no longer hold all licenses required for Tenant's Use, as a result of Tenant's failure to comply

with the conditions imposed by such licenses or the Code and such failure continues for a period of

thirty (30) days or such longer period as is reasonably necessary so long as Tenant diligently pursues

the cure in accordance with the provisions of the Code or the licenses.

15.2. Termination of Lease. In the event of default, it will be lawful for the Landlord thereupon, or

at any thne thereafter, upon written notice of termination to Tenant, and with or without process oflaw

(forcibly, if necessary) to enter into and upon the Premises or any part thereof or mail a notice of

tmmination addressed to Tenant pursuant to Section 26 hereof, and repossess the same and expel Tenant

and those claiming through or under Tenant andremove its and their effects (forcibly, if necessary)

without being deemed guilty of any manner of trespass and without prejudice to any remedies which

might othetwise be used for arrears of rent or prior breach of covenant, and upon such entry or mailing as

aforesaid tllis Lease shall terminate, Tenant hereby waivh1g all statutory rights (including without

limitation rights of redemption, if any, to the extent such rights may be lawfully waived) and Landlord,

without notice to Tenant, may store Tenanfs effects, and those of any person claiming through or under

Tenant at the expense and risk of Tenant, and, if Landlord so elects, may sell such effects at public auction

or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant if any,

and pay over the balance, if any, to Tenant.

15.3. Remedies. Upon the termination of this Lease under any provision contained in Section 15.1,

Tenant shall neyettheless remain liable for all rent (including, without lhnitation, annual base rent and all

other payments or amounts deemed to be additional rent hereunder) then due and payable hereunder

tl1rough the date of the termination of this Lease, together witl1 all damages due or sustained by Landlord

prior to such tennination or arising as a result of events or conditions occurring or in existence during the

Lease Term and prior to or after such termination, and all reasonable costs, fees and expenses incurred by

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Landlord in pursuit of, or in the collection of its remedies hereunder or under any law, or in leasing or

attempting to lease all or any portion the Premises to others fi·om time to time (including, without

limitation, all repossession costs, brokerage commissions, reasonable attomey's fees in connection with the

foregoing matteis, and all costs of such alterations, repairs, and decorations as Landlord, in its reasonable

judgment, considers necessmy or advisable in connection with such reletting) (all such Rent, damages,

costs, fees and expenses being referred to herein as the "Termination Dmnages") and, in addition thereto,

additional damages (the "Liquidated Damages"), which, at the election of Landlord, shall be either of the

following:

(i) an amount or amounts equal to all rent including, without limitation, mmual base rent and all

additional rent) which, but for tennination, would have been payable to Landlord over the

remainder of the Lease Tenn, reduced by the amount of rent, if any, which the Landlord shall

actually receive from time to time during such period fi·om others to whom the Premises may be

rented from time to time. The Landlord shall not be obligated to attempt to collect any rental or

other payment obligation from any other person renting all or any portion of the Premises by

litigation or otherwise. Such Liquidated Damages shall be computed and payable in monthly

instalh(lents, with interest on any mnount in atTears at the rate of twelve percent (12%) per yem·,

in anears, on the first day of each calendm· month following termination of the Lease and shall

continue to become due and payable in monthly instalhnents until the date on which the Lease

Tenn would have expired but for such termination and any and all mnounts due and payable

hereunder, including any amount in arrears, shall be a continuing liability of Tenant thereafter,

and interest thereon shall accrue at the rate of twelve percent (12%) per year, until Tenant shall

discharge same by payment to Landlord of the amount due, and any suit or action brought from

time to time to collect any such Liquidated Damages for any month or months shall not in any

ma1mer prejudice the right of Landlord to collect any Liquidated Damages for any subsequent

month or months by a similar proceeding. There shall be added to any payment required 1u he

made hereunder, as additional Liquidated Dmnages, all reasonable costs, fees, and expenses

incuned by Landlord during the month preceding the due date of such payment, in pursuit of, or

in the collection of any of its remedies hereunder, or under any law, or in leasing or attempting to

lease the Premises to others (including, without limitation, all repossession costs, brokerage

commissions, fees for legal services in connection with such reletting, and all costs of such

alterations, repairs, and decorations as Landlord considers necessary or advisable in connection

with such reletting); or

(ii) an amount equal to the present value (as of the date of such termination) of all rent (including,

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ORIGINAL-NewEngland Treatment Access, Inc. #2

without limitation, annual base rent and additional rent) which, but for termination ofthis Lease,

would have become due during tbe remainder ofthe Lease Term, reduced by an amount equal to

the fair rental value of the Premises over the remainder of the Lease Term, as determined by an

independent real estate appraiser named by Landiord, in which case such Liquidated Damages

shall be payable to Landlord in one lump sum on demand made by Landlord at any time and shall

bear interest at the rate of twelve percent (12%) per year fi·om the date of termination until paid.

For ptnposes cifthis clause (ii), present value shall be computed by the application of a discount

rate equal to the discount rate in effect at the Federal Reserve Bank nearest to the location oftbe

Premises as of the date of detennination.

In addition, ifthis Lease is terminated under any provision contained in Section 15.1, Landlord may,

but shall have no obligation to, relet the Premises or any part tbereof, alone or together with other premises,

for such reasonable term or terms (which may be greater or less than the period which otherwise would have

constituted the balance of the Lease Tenn) and on such reasonable terms and conditions (which may include

concessions or free rent and alterations of the Premises) as Landlord, in its uncontrolled discretion, may

determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by

reason of, failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon

such reletting, and Tenant, to the extent Tenant may lawfully do so, hereby waives all right to require

Landlord to relet the Premises.

Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove for

and obtain in proceedings under any federal or state laws relating to bankruptcy or insolvency or

reorganization or arrangement by reason ofthe termination of this Lease, an amount equal to the maximum

allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, tbe

damages are to be proved, whether or not the amount be greater than the amount ofthe loss or damages

referred to above.

15.4. In addition to and without limiting Landlord's remedies set forth above, in the event

Tenant shall fail to perform its obligations hereunder (other than tbe payment of rent by Tenant), then

after written notice and allowance of a reasonable time period to perform such obligation, as set forth

iu Section 15.1 above, the Landlord shall have the right (but uot the obligation) to perform such

obligation on the Tenant's behalf and add any out-of-pocket costs to any rent thereafter due hereunder

until said party shall recover its full expenditures in this regard. Any and all rights and remedies

which Landlord may have under this Lease, and at law and equity, shall be cumulative and shall not

be deemed inconsistent with each other and any two or more of all such rights and remedies may be

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exercised at the same time insofar as permitted by law.

15.5. Notwithstanding anything to the contrary set forth in this Lease or any default damages

that may be permitted or authorized by Applicable Law, in no event shall damages recoverable from

Tenant as a consequence of Tenant's default 1mder this Lease include any consequential or punitive

damages.

15.6. Landlord shall be deemed to be in default under this Lease if Tenant has given written (or

verbal, in case of emergency) notice to Landlord (and, if requested by Landlord, to Landlord's

mortgagee if the mortgagee has notified Tenant in writing of its interest and the address to which such

notices are to be sent) of any such default by Landlord and Landlord has failed to cure such default

within thirty (30) days (or with reasonable promptness, in case of emergency) after Landlord received

notice thereof. Provided, however, that if the nature of Landlord's default in a non-emergency

situation is such that more than thirty (30) days are reasonably required for a cure, then Landlord shall

not be deemed to be in default if Landlord commences such cure within the original thirty (30) day

period and thereafter diligently prosecutes the cure to completion. In the event Landlord defaults in

any obligation imder the Lease and the applicable cure period has expired, Tenant shall be entitled to

cure the default, at Tenant's option, including the payment of monies directly to the party to whom the

obligation is owed, or Tenant may terminate the Lease by notice to Landlord at any time before the

default is cured, or Tenant may pursue any other remedy permitted or available to Tenant under

Applicable Law . .In the event of any such payment by Tenant, Tenant shall receive credit toward any

Rent due to Landlord to the extent of any payment made. Tenant shall be entitled to a fair and

reasonable abatement of Rent during the time and to the extent that the Premises are untenantable as a

result of Landlord's failure to perform any condition or covenant required under the Lease to be

performed by Landlord. The failure of Tenant to pursue any remedy shall not be deemed as a waiver

by reason of any subsequent breach or breaches by the Landlord. The exercise of any remedy by

Tenant shall not be deemed an election of remedies or preclude Tenant from exercising any other

remedies in the future.

15.7. Notwithstanding the foregoing, should Tenant's Use be rendered illegal under state law or

any applicable municipal code or ordinance, or should Tenant, despite its good faith efforts not be able

to renew the applicable licenses for the Tenant's Use (except as a result of a wrongful act of Tenant),

or should Landlord receive written notice from any federal govermnental authority that the Tenant's

Use violates federal law (provided that if such notice is unique to the Prope1ty, Tenant shall have sixty

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(60) days (or such longer time as is commercially reasonable) after the termination notice to relocate

its operations to another property, in which case the indemnity provisions in Section 23.1 shall apply),

such occunences shall not be deemed an Event of Default hereunder, but Landlord or Tenant shall

have the right to terminate this lease by a written notice to the other, in which case Tenant shall

promptly surrender possession of the Premises to Landlord. Notwithstanding anything herein

contained to the contrary, should termination pursuant to this Section 15.7 occur, Landlord shall be

entitled to retain the Additional Deposit then held by Landlord pmsuant to Section 35.2 of this Lease,

which shall be Landlord's sole liquidated damages hereunder and Landlord shall have no fmther

recourse against Tenant under this Lease.

16. COVENANT OF QUIET ENJOYMENT

16.1. Landlord represents and warrants (i) that it is the fee simple owner of the Premises and

that it has full right, authority and power to execute and perform this Lease and to grant the estate

demised herein, (ii) that the person signing this Lease on behalf of Landlord has authority to bind

Landlord to the terms hereof, (iii) that the execution of this Lease by Landlord will not contravene the

terms of any financing or other agreement to which Landlord is a party, and (iv) to the best of the

Landlord'_s actual knowledge, that tbe use of the Premises for the Tenant's Use is permissible under all

Applicable Laws and deed restrictions applicable to the Premises at the Rent Commencement Date

without the necessity of any special or conditional use permit, variance, rezoning or other

governmental or private party approval, nor any improvements, upgrades or renovations to the

Building and/or the Premises. Provided no uncured Event of Default has occurred, Landlord

covenants and warrants that Tenant will have quiet and peaceable possession and enjoyment of the

Premises free and clear of all prior tenancies or other patties in possession for the full term of this

Lease without hindrance or molestation by Landlord or any third party, including without limitation

patties claiming by, through or under Landlord.

17. LANDLORD'S RIGHT OF ENTRY

17 .1. Landlord and its authorized agents shall have the right to enter the Premises during normal

working hours and upon such prior notice as shall be reasonable under the circumstances (but not Jess

than 24-hours notice for non-emergency access) for the purposes of inspecting the general conditions

and state of repair of the Premises or the making of repairs required of Landlord herein, showing the

Premises to prospective purchasers or mmtgagees, and, after expiration of any renewal notice period,

for the purpose of showing the Premises to prospective tenants, provided such entrance shall not

unreasonably interfere with Tenant's operations.

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ORIGINAL- New England Treatment Access, lnc. #2 ,

18. SURRENDER OFPOSSESSION

18.1. Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave and

surrender the Premises to Landlord. Except for ordinary wear and tear, casualty, condemnation and

permitted improvements, Tenant shall return the Premises in substantially the same condition in which

they were on the Rent Commencement Date.

18.2. All changes or alterations to the Premises made by Tenant pursuant to the terms of this

Lease and all pennanently affixed building systems installed by Tenant in the Premises shall

become the prope1ty of Landlord at the expiration or earlier termination of this Lease unless pursuant

to provisions of Section 6.1, Landlord has indicated that such changes or alterations are to be removed

by Tenant. Tenant shall repair any damage to the Premises or the Building caused by removal of its

alterations, trade fixtures and signs.

19. HOLDING OVER

19.1. Unless otherwise agreed in writing, should Tenant, or any ofits successors in interest, hold

over the Premises or any part thereof at the expiration of the Lease Term, Tenant shall pay Landlord

for such use and occupancy at a per diem rate equal to two hundred percent (200%) of the base rent

payable during the last month of the immediately preceding Lease Tenn. Inclusion of this section shall

not be construed as Landlord's consent for Tenant to hold over nor 'shall there be an extension of tliis

Lease by operation of law.

20. MEMORANDUM OF LEASE

20.1. Upon request of Landlord or Tenant, the pmties hereto shall execute a Memorandum of

Lease, have it properly acknowledged for the purpose of recording, and record such in the Norfolk

County Registry of Deeds. Such Memorandum of Lease shall have included therein such of the

provisions hereof as may be requested by either of the pmties, but shall not include the mnount of

rental payable hereunder. The cost of recording shall be borne by the requesting pmty.

21. SALE, TRANSFER OR CONVEYANCE; SUBORDINATION; ESTOPPELS

21.1. Landlord covenants and agrees to make the purchaser in any sale of the Premises expressly

aware of this Lease and agrees that any sale, transfer, or conveyance of the Premises shall be subject to

the leasehold estate created herein. It shall be deemed and construed without fmther agreement

between the parties to this Lease and the purchaser at any such sale, or the transferee or conveyee, as

the case may be, that such purchaser, transferee, or conveyee has assumed and agreed to carry out all of

Landlord's covenants and obligations under t!Iis Lease, and Landlord shall be released from all fmther

liability and obligations under this Lease arising or accruing after the effective date of the transfer.

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. ORIGINAL- New England Treatment Access, Inc. #2

21.2. Landlord and Tenant agree that this Lease and Tenant's rights in and to the Premises shall

be subject and subordinate to the lien of any mortgage or deed of trust ("Mortgage") hereafter placed on

all or any pmtion of the Premises by Landlord, its heirs, successors or assigns. Tenant agrees that,

within ten (I 0) business days of written request of Landlord, Tenant shall execute from time to time a

subordination, non-disturbance and attornment agreement, in form and substance reasonably

acceptable to Landlord, its mortgagee and Tenant, with the holder of any mmtgage hereafter

placed upon the Premises. Notwithstanding the foregoing, as a condition precedent to Tenant's

obligations to subordinate the Lease hereunder, Landlord shall deliver to Tenant mottgagee- and

Landlord-executed and notarized nondisturbance agreements ("Nondisturbance Agreements"), in

recordable form, from all future lessors under all ground leases or underlying leases, from all

mmtgagees under all Mortgages affecting the Premises, in form and content reasonably acceptable to

Tenant, stating that so long as Tenant is not in default under any of the terms, covenants, conditions, or

agreements of this Lease, this Lease and all of the terms, provisions, and conditions of this Lease, shall

remain in full force and effect, and neither this Lease, nor Tenant's rights nor Tenant's possession of

the Premises will be disturbed during the Lease Term. Landlord represents to Tenant that as of the date

of this Lease there is no Mortgage encumbering the Premises.

21.3. Tenant also agrees that, within ten (10) business days of written request of Landlord,

Tenant shall execute an estoppel certificate stating, among other things, the effective dates of this

Lease, the monthly rent payable hereunder, whether any rent has been prepaid, whether, to the best of

Tenant's knowledge, Landlord and Tenant are currently in compliance with the terms of the Lease,

and such other provisions as Landlord may reasonably request, in form and substance reasonably

acceptable to Landlord, its mortgagee and Tenant. Such certificate can be replied upon by the

Landlord's mmtgagee or a purchase of the Premises.

22. COMPLIANCEWITHLAW

22.1. Tenant shall comply with all Applicable Laws relating to Tenant's Use and occupancy of

the Premises, provided that Tenant shall not be required to modify or otherwise improve the Premises

unless required as a result of and specifically related to any leasehold improvements performed by

Tenant or Tenant's Use of the Premises. Notwithstanding anything herein to the contrary, Landlord

acknowledges that Tenant's Use violates Federal Law and Tenant shall not be deemed to be in breach

of this Section 22 simply as a result thereof.

23. INDEMNIFICATION

23.1. Except to the extent caused by the negligence, recklessness or willful misconduct of

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Landlord, its employees, or agents (in which event Landlord shall defend, indemnify and hold

harmless Tenant, its subsidiaries, affiliates, successors and assigns, and their respective officers,

directors, shareholders, employees, and agents from and against any and all claims, losses, liabilities,

damages and expenses (including, without limitation, reasonable attorneys' fees)), Tenant shall defend

with counsel reasonably approved by Landlord, all actions against Landlord, any partner, trustee,

employee or beneficiary of Landlord, holders of mortgages secured by the Premises and any other

party having an interest in the Premises (hereinafter all said parties are collectively referred to as the

"Indemnified Parties") with respect to, and shall pay, protect indemnify and save harmless all

Indemnified Parties from and against any and all liabilities, losses, damages, costs, expenses (including

reasonable attorney's fees and expenses) causes of action, suits, claims, demands or judgments of any

nature arising from (i) injury to or death of any person, or damage to or losses of property, in the

Premises and/or com1ected with the use or occupancy of the Premises by Tenant, (ii) violation by

Tenant of the terms of this Lease, (iii) any negligent act, fault or other misconduct of Tenant or any of

its employees, agents, contractors, licensees, sublessees or invitees or (iv) the Tenant's Use in the

Premises or the leasing of the Premises by Landlord to Tenant. In case Landlord shall, without fault

on its part, be made a party to any such litigation commenced by or against Tenant, then Tenant shall

protect and hold Landlord hmmless and shall pay all costs, expenSes and reasonable attorney's fees

incurred or paid by Landlord in coilllection with such litigation.

24. HAZARDOUS MATERIAL

24.1. In the event the Premises are contaminated by Hazardous Materials (as hereinafter

defined) brought thereon by Tenant, its officers, employees, or agents (hereinafter called a "Tenant's

Release"), Tenant shall indemnify, defend and hold Landlord harmless from any and all claims,

judgments, damages, penalties, fines, costs, liabilities or losses (including without limitation, attorneys'

fees, consultant fees and expert fees) to the extent resulting from a Tenant's Release. Without limiting

the generality of the foregoing, the indemnification, defense and hold hmmless pmvided by this section

shall specifically cover, to the extent resulting from a Tenant's Release: (i) costs incurred in COilllection

with any investigation of site conditions or any clean-up, remedial, removal or restoration work

required by any federal, state or local government agency or political subdivision because of the

presence of Hazardous Materials on, under, in or about the Premises; and (ii) natural resource damages

liability. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

Tenant shall have no liability or obligation in coilllection with any investigation, clean-up, remedial,

removal, restoration or other response costs related to any Hazm·dous Materials on, under, in or about

the Premises, except to the extent resulting from a Tenant's Release, and Landlord hereby releases

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Tenant from all liability and obligations in connection with such matters. Tenant hereby represents and

warrants that the Tenant's Use, and its operations or activities upon, or any use or occupancy of the

Premises, or any portion thereof, by Tenant throughout the Lease Term shall be in all respects in

compliance with all Applicable Laws relating to Hazardous Materials. Upon request from Landlord,

Tenant shall provide to Landlord a written list of all Hazardous Materials which are stored upon the

Premises.

24.2. Landlord hereby represents, to the best of Landlord's actual knowledge, that no Hazardous

Materials exist on, under, in or about the Premises as of the Rent Commencement Date. Landlord shall

indemnifY; defend and hold Tenant hatmless fi·om all claims, judgments, datnages, penalties, fines,

costs, liabilities. or losses (including, without limitation, attomeys' fees, consultant fees, and expert

fees) which at"ise from or in connection with the presence of Hazardous Materials on, under, in or

about the Premises, except to the extent resulting from a Tenant's Release. Without limiting the

generality of the foregoing, the indemnification, defense atld hold harmless provided by this section

shall specifically cover, except to the extent resulting fi·om a Tenant's Release: (i) costs incurred in

connection with any investigation of site conditions or any clean-up, remedial, removal or restoration

work required by any federal, state or local govennnent agency or political subdivision because of the

presence of Hazat·dous Materials on, under, in or about the Premises; and (ii) any increase in cost for

Tenant's improvements and alterations resulting fi·om the presence of Hazat·dous Materials. The

foregoing indemnity shall survive the expiration or eat"lier termination of this Lease.

24.3. "Hazardous Materials" as used herein shall mean any pollutant, toxic or regulated substance

or material, hazat"dous waste, hazardous material, hazardous substance, methane, petroleum product or

oil as defined in or regulated by the Resource Conservation and Recovery Act, as amended, the

Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), as

amended, the Federal Clean Water Act, as amended, or any other Applicable Laws for the preservation

of public health, safety or the environment, whether existing as of the Rent Commencement Date or

subsequently enacted.

25. SIGNS

25.1. Subject to Applicable Laws at1d Landlord's prior written consent, not to be unreasonably

withheld, conditioned or delayed, Tenat1t shall have the right, at its sole cost and expense, to erect

signage upon the Building, on the monument sign at tl1e driveway and/or otherwise about the Premises.

Tenant shall not erect at1y signs other than customat"y trade signs identifying its business at1d products,

and may not erect a sign or signs on the roof of the Building unless approved in writing by Lat1dlord.

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At the expiration or earlier termination of this Lease, Tenant shall remove its signage and repair any

damage to the Premises or the Building caused thereby.

26. NOTICES

26.1. All notices required or permitted herein shall be in writing and shall be hand delivered,

sent by certified or registered mail, return receipt requested or sent by any other delivery service

providing a delivery receipt. The first (1st) day following receipt of such notice shall be the statt date

for all time periods stated herein. Any time period provided for herein which shall end on a Saturday,

Sunday, .or Federal holiday shall automatically be extended through the next full business day. All

notices shall be addressed to Landlord or Tenant, respectively, at the following addresses, or to such

other address as either party may designate in writing from time to time:

LANDLORD: Cmtis Patalano, Trustee James F. Daddario, Trustee JD Family Trust 20 Matvin A venue Franklin, MA 02038

With a copy to: Craig A. Ciechanowski, Esq. Doherty, Ciechanowski, Dugan & Catmon, P.C. 124 Grove Street, Suite 220 Franklin, MA 02028

TENANT: New England Treatment Access, Inc. 45 Orchard Street Swampscott, MA 01907

27. WAIVER OF TRIAL BY JURY

27.1. Landlord and Tenant hereby agree to and do hereby waive trial by jury in any action,

proceeding or counterclaim brought by either of the parties against the other on any matters whatsoever

arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant,

Tenant's use or occupancy of said Premises and/or any claim of injury or damage, and any statutory

remedy.

28. GOVERNING LAW

28.1. This Lease shall be construed and governed by the Laws of the Commonwealth of

Massachusetts. Each term and provision of this Lease shall be enforced to the fullest extent permitted

by law. Should any provisions of this Lease be held to be wholly invalid, illegal or not enforceable

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under such state laws or any federal laws, it or they shall be considered severable and the Lease, its

remaining terms and conditions, shall remain in full force and be binding upon Landlord and Tenant as

though such severed provisions had never been included.

29. ATTORNEY'S FEES

29.1. In the event a suit is filed by either Landlord or Tenant in order to enforce the terms,

conditions and covenants of this Lease, the prevailing pmiy shall be entitled to reasonable attorney's

fees and costs incurred in connection therewith at both the trial and appellate levels.

30. ASSIGNMENT AND SUBLETTING

30.1. Provided Tenant is not in default hereunder, Tenant shall have the right, upon prior written

consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, to

sublease the Premises or assign its rights under this Lease in whole or in part (each, a "Transfer"). For

the avoidance of doubt, it shall be umeasonable for Landlord to condition its consent hereunder on,

among other things, increase in Tenant's rent or other monetary obligations. Notwithstanding any

assigmnent of this Lease or sublease of the Premises, in whole or in pmt, Landlord and Tenant

acknowledge and agree that Tenant (or any successor by merger with Tenant) shall remain fully liable

for the payment of all rent and the performance of all other Tenant obligations hereunder.

Notwithstanding the foregoing, Landlord's consent shall not be required for any of the following

Transfers (each of which shall be a "Permitted Transfer"): (I) a Transfer to any person(s) or entity who

controls, is controlled by or is under common control with Tenant or (2) a Transfer to any entity

resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is

the surviving entity (each of the foregoing is hereinafter referred to as a "Tenant Affiliate"); provided

that for such Permitted Transfer to be effective, (a) in the case of an assignment of this Lease, said

Tenant Affiliate shall assume, in full, the obligations of Tenant under this Lease, (b) Landlord shall be

given prior written notice of such Permitted Transfer and (c) the use of the Premises (or portion thereof)

by the Tenant Affiliate shall be the same as permitted to Tenant under this Lease. For pmposes of this

paragraph, the term "control" means possession, directly or indirectly, of the power to direct or cause the

direction of the management, affairs and policies of anyone.

30.2. If Landlord's consent is required hereunder for a proposed Transfer, Tenant shall submit to

Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice

which includes a reasonably detailed description of the proposed Transfer and the transferee.

Landlord's consent shall be granted or denied within thirty (30) days of receipt of Tenant's notice.

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31. INTERPRETIVE PROVISIONS

31.1. The captions are inserted only as a matter of convenience and reference and in no way

define, limit or describe the scope of tllis Lease, or the intent of any provision hereof. The neuter

singular pronoun shall be deemed to include the masculine, the feminine, and the plural. The term

"include" and "including" shall mean without limitation by way of enumeration. Unless otherwise

expressly provided herein, the words "herein", "hereof ', "hereunder" and similar words refer to this

Lease as a whole and not to any pmticular provision of this Lease.

32. SUCCESSORS AND ASSIGNS

32.1. All of the covenants, agreements, terms, conditions and undertakings in this Lease shall

extend and inme to and be binding upon successors in interest, transferees, heirs, legal representatives,

successors and assigns of Landlord and Tenant.

33. ENTIREAGREEMENT

33.1. This Lease constitutes the sole and entire agreement of Landlord and Tenant and

supersedes any prior understandings or written or oral agreement between the parties respecting the

within subject matter. No amendment, modification, or alteration of the covenants and terms of this

Lease shall be binding unless the same are in writing, dated subsequent to the date hereof and duly

executed by Landlord and Tenant. This Lease may be executed in one or more counterpmts, each of

which shall be deemed an original, but all of which together shall constitute one and same Lease.

34. WAIVERS

34.1. No waiver by Landlord of any default or breach of any term, covenant or condition of this

Lease shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent

default or breach of the same or any other term, covenant or condition hereof. Landlord's consent to or

approval of any act shall not be deemed to render unnecessary the obtaining ofLandlord's consent to or

approval of any subsequent or similar act by Tenant. Further, Landlord hereby waives any right of

distraint or other common law or statutory lien it may have, if any, on Tenant's personal property

located on or about the Premises.

35. DEPOSITS

35.1. Tenant shall on or before the Rent Commencement Date deposit with Landlord a security

deposit in the amount of Thirty-two Thousand Five Hundred Eighty-one and 25/100 Dollars

($32,581.25) (the "Secmity Deposit") as security for the performance of Tenant's obligations

hereunder. If there is an Event of Default hereunder, Landlord in its sole discretion may elect to use,

apply or retain all or any pmt of the Security Deposit for the payment of any base rent or other sum due

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to Landlord h~reunder or for the payment of any other loss or damage which Landlord may suffer by

reason of such Event of Default. If any portion of the Security Deposit is so used or applied, Tenant

shall, within ten (I 0) business days after written demand therefor, deposit with Landlord an amount

sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall an

Event of Default hereunder. Unless required by Applicable Law, Landlord shall not be required to

keep the Security Deposit separate from its general funds and Tenant shall not be entitled to interest on

such deposit. If Tenant shall fully and faithfully perform each provision of this Lease to be performed

by it, the Security Deposit or any unused balance thereof shall be teturned to Tenant, within thirty (30)

days following the expiration or earlier termination of this Lease and upon Tenant 'vacating the

Premises and removing all of its property therefrom. The Security Deposit shall not constitute prepaid

base rent or liquidated damages, but it may, at Landlotd's sole option, be applied toward the payment .

of the final month's base rent due under this Lease. Landlord shall transfer the Security Deposit to a

transferee of Landlord's interest in the Property whereupon Landlord shall be released fi'om any further

liability with respect to the Security Deposit.

35.2. Tenant shall on or before the Rent Commencement Date deposit with Landlord a deposit

in the amount of Two Hundred Ninety-three Thousand Two Hundred Thirty-one and 25/100 Dollars

($293,231.25) (the "Additional Deposit') as security for the performance of Tenant's obligations under

Paragraph 15.3 of this Lease, which Additional Deposit may, at any time dming the Lease Term, as

Tenant's sole election be converted to a letter of credit in a form reasonably approved by Landlord. If

this Lease is terminated and Tenant fails to pay Landlord the amounts required by said Paragraph 15.3,

Landlord in its sole discretion may elect to use, apply or retain all or any pa.t of the Additional Deposit

for the payment of any amounts due under said Paragraph 15.3. Unless required by Applicable Law,

Landlord shall not be required to keep the Additional Deposit separate from its general funds and

Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully pe1fonn each

provision of this Lease to be performed by it, the Additional Deposit or any unused balance thereof

shall be returned to Tenant, within thirty (30) days following the expiration or earlier termination of

this Lease and upon Tenant vacating the Premises and removing all of its propmty therefrom. Landlord

shall transfer the Additional Deposit to a transferee of Landlord's interest in the Property whereupon

Landlord shall be released from any further liability with respect to the Additional Deposit.

35.3. Notwithstanding anything contained in this Section 35 to the contrary, provided that an

Event of Default has not previously occurred and is not then continuing, pmtions of the Additional

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Deposit shall be released to Tenant on the following dates and in the following amounts, so that the

Additional Deposit shall then be such lesser amount for the balance of the Lease Term:

35.2.a

35.2.b.

Last day of Third Lease Year $97,7 4 3. 7 5

Last day of Sixth Lease Year $97,743.75

36. INDEPENDENT COVENANTS

36.1. Tenant covenants and agrees that, notwithstanding any other provision of this Lease to the

contrary, the obligations of Tenant under this Lease, including the obligation to pay base rent,

additional rent and other charges when and as provided for herein, are covenants which are

independent of any covenants or obligations to be performed by Landlord hereunder; and except as

expressly set fmth in the Lease no breach of any obligations or covenants to be performed by Landlord

hereunder shall give rise to any right of termination of this Lease by Tenant, or any right to withhold,

setoff, abate or otherwise reduce the payment and other obligations of Tenant hereunder.

37. SUBMISSION OF LEASE

3 7 .1. The submission of this document does not constitute a binding lease until such time as it

has been executed and delivered by Tenant and Landlord.

38. RIGHTS OFFIRSTOFFERANDFIRSTREFUSAL

38.1. Right of First Offer. If at any time during the Tenn, Landlord shall desire to sell the

Premises, Landlord shall first offer to sell the Premises to Tenant (the "Right of First Offer") as

follows: (i) Landlord shall give to Tenant a written notice (an "Offer Notice") specifYing the Basic

Sale Terms (as hereinafter defined) upon which Landlord is willing to sell the Premises to Tenant; and

(ii) Tenant shall then have the right to purchase the Premises by notifYing Landlord in writing of the

exercise of such Right of First Offer not later than five (5) business days after the date of the Offer

Notice. If Tenant timely exercises the Right of First Offer, then Tenant shall have the right and

obligation to purchase the Premises upon the Basic Sale Terms and the Additional Sale Terms (as

hereinafter defined) to the extent that the Additional Sale Terms are not inconsistent with the Basic

Sale Terms. If Tenant either rejects the Right of First Offer or does not timely exercise the Right of

First Offer pmsuant to written notice as aforesaid, then, subject to Section 38.2 hereof,' Landlord shall

be free to sell the Premises to any other person or entity on such terms and conditions as

Landlord may elect.

38.2. Right of First Refusal.

(a) If, at any time during the Term, Landlord receives a bona-fide third-patty offer (the

"Offer") to pmchase the Premises on terms that are acceptable to Landlord, Landlord shall, within five

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(5) business days of receipt of the offer, so notify Tenant in writing, then Tenant shall be afforded a

right of first refusal to acquire the Premises on the same ierms and conditions contained in the Offer

and the Additional Sale Terms to the extent that tbe Additional Sale Terms are not inconsistent with

the terms contained in tbe Offer. As used herein, the word "purchase" shall.be deemed to include,

without limitation, sale of all or any pmtion of the Premises to a third party and any transaction

whereby Landlord contributes all or any portion of the Premises, or Landlord's beneficial interest

therein, to a pminership, corporation, limited liability company, trust or other entity, in exchange for

au interest in such entity and any transaction in which the beneficial interest in Landlord is sold or

conveyed to a bona-fide third party purchaser.

(b) Tenant shall have five (5) business days after receipt of notice from Landlord of the

Offer, which notice shall include a copy of the Offer, within which to exercise its right of first refusal

in accordance with the terms and conditions contained in the Offer.

38.3. Notwithstanding any of the foregoing to the contrary, (i) Landlord may sell all or any

portion of the fee interest in the Premises without the necessity of complying with the provisions of this

Section in cormection with any transfer to an affiliate of Landlord, or in cormection with any transfer of

shares of stock, membership interests or other ownership interests to or among existing or new

shareholders, members or other owners, provided that the transferee in any such transaction shall hold

title to the Premises subject to Tenant's rights nnder this Section in connection with a subsequent

transaction that triggers Tenant's rights herennder and (ii) nothing in this Section shall be construed as a

prohibition against, or limitation on Landlord's right to, (a) make a collateral or actual assignment of

rents in connection with any financing arrangement Landlord may enter into in cormection with the

Premises, (b) the· granting of a mmigage or deed of trust encumbering the Premises or any foreclosure or

deed in lieu of foreclosure, or (c) the sale and subsequent leaseback by Landlord of its interest in the

Premises or any portion thereof provided that such sale and subsequent leaseback is done for financing

purposes; Tenant acknowledging and agreeing that Landlord shall not be required to afford Tenant the

oppotiunity to purchase the fee interest in the Premises prior to making any such assignment, granting

any snch mortgage or deed of trust (or any such foreclosure sale or deed in lien of foreclosure) or

consummating any such sale and subsequent leaseback.

38.4. In addition, notwithstanding anything in this Section to the contrary, the rights set forth in

this Section 38 shall be one-time rights such that if the Premises is sold to a third party and Landlord

shall have complied with the provisions of this Section in cormection with such sale, then this Section

shall be nnll and void and of no further force and effect and shall be deemed to be deleted from this

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ORiGINAL- New England Treatment Access, Inc. #2 I

Lease.

38.5. As used herein, the phrase "Basic Sale Terms" shall mean the purchase price, terms of

payment of the purchase price, closing date, place of closing and any other tenns Landlord desires to

include in the Offer Notice. As used herein, the phrase "Additional Sale Terms" shall mean the

following:

(a) The Premises shall be conveyed in its "as is" condition, except to the extent, at

Landlord's sole discretion, otherwise expressly set forth in the Offer Notice. The closing will take

place at 10:00 A.M. eastern time at the office of Doherty, Ciechanowski, Dugan & Cannon, P.C., 124

Grove Street, Suite 220, Franklin, Massachusetts 02038 (or such other place as may be agreed in

writing by the parties) on the day that is sixty (60) days after Landlord receives Tenant's written notice

exercising the Right of First Offer or such earlier date as may be agreed to by the parties.

(b) Landlord shall convey marketable title to the Premises subject only to encumbrances

of record as of the date of the Offer Notice and to such matters as are excepted from coverage in the

so-called "jacket" to the then-current ALTA form of owner's title insurance for Massachusetts, but free

and clear in any event of any mortgages, liens, or other encumbrances securing the payment of money

(other than such mortgage(s), if any, as shall be assumed by the buyer pursuant to the express terms of

the Offer Notice). Notwithstanding for foregoing, to enable Landlord to make conveyance as herein

provided, Landlord may, at the time of the delivery of the deed, use the purchase pdce, or any part

thereof, to clear the title of any and all encumbrances or interests which are to be discharged, removed

or eliminated by the terms hereof, provided the instruments required to clear title are either recorded

simultaneously with the delivery of the deed or arrangements reasonably satisfactory to Tenant ·

(including the delivery of a pay-off letter fi·mn any lienholder stating that its lien will be discharged

upon receipt of a specified amount of money) for the subsequent recording are made at the closing.

(c) If the Premises is damaged by casualty or taken pursuant to an exercise of the eminent

domain power before the closing date, the closing shall nevertheless continue, Tenant shall pay the

full purchase price without deduction for such damage and Landlord's interest in the insurance

proceeds or tbe condemnation proceeds, as the case may be, shall be paid or assigned to Tenant at

closing.

(d) There shall be no adjustments for real estate taxes, water and sewer use charges,

insurance and the like, all of which are payable by Tenant under this Lease. Tenant shall be solely

responsible for all survey and title examination costs and title insurance premiums. Any matter of

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practice arising under or relating to the transaction under this Section 3 8 which is the subject of a title

standard or a practice standard of the Real Estate Bar Association of Massachusetts at the time for

delivery ofthe deed shall be governed by such title standard or practice standard to the extent

applicable.

(e) In the event that Tenant does not purchase the Premises after exercising the Right of

First Offer for any reason other than Landlord's default in conveying the Premises to Tenant as

required under this Section, then, in addition to all remedies available to Landlord at law or in equity,

Tenant's rights under this Section shall tenninate and this Section shall be null and void and of no

further force and effect and shall be deemed to be deleted from this Lease.

38.6. Time is of the essence with respect to all of the terms and provisions of this Section.

38.7. If Tenant assigns this Lease or sublets all or substantially all of the Premises, except

pursuant to a Permitted Transfer, the right set forth in this Section shall terminate and this Section


Lease.

38.8. If, at any time, any default of Tenant is not remedied prior to the expiration of any

applicable cure period, this Section shall automatically be deemed to have been deleted. Furthemwre,

if, at any time when Tenant wishes to exercise the rights set forth herein, there exists a default of

Tenant as to which any applicable cure period has not yet expired, Tenant's exercise of the rights set

forth herein shall not be deemed to be effective unless, prior thereto or simultaneously therewith,

Tenant remedies such default.

39. BROKERS.

3 9 .1. Tenant and Landlord represent and warrant to each other that they had no dealings with

any agent or broker in connection with this Lease and the rights granted hereunder other than

CERE/New England, who shall be paid by Landlord pursuant to a separate agreement, and covenant to

defend the other, with counsel approved by the indemnified party, hold hatmless and indemnifY the

other fi·om and against any and all cost, expense or liability for any compensation, commissions or

charges claimed by any other brokers or agent with respect to such party's dealings in connection with

this Lease or the negotiations hereof.

40. EXCLUSNITY.

40.1. As additional consideration for Landlord entering into this Lease and Landlord's covenants

set forth herein, Tenant shall, commencing on the Effective Date and continuing on the first (1st) day of

each month thereafter until the em·lier of the (i) the Rent Commencement Date; or (ii) the termination of

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this Lease by Tenant pursuant to the provisions of the Lease (the "Exclusivity Period"), pay to

Landlord Ten Thousand Dollm·s ($10,000.00) per month (collectively, the "Exclusivity Payments"),

which Exclusivity Payments shall in no event be refunded to Tenant and shall in no event be applied

to any other payments due from or obligations of Tenant under this Lease. In consideration of the

Exclusivity Payments, during the Exclusivity Period, Landlord shall not, directly or indirectly

(including, without limitation, brokers, attorneys and accmmtants) negotiate or solicit proposals or

offers from any person relating to a lease of the Premises, or any pmtion thereof.

41. FORCEMAJEURE.

41.1. Except for Landlord's or Tenant's obligations to timely pay any monetary amounts dne

hereunder, neither party shall be in default hereunder if snch pmty is prevented from performing any of

its obligations hereunder due to any accident, breakage, strike, shortage of materials, acts of God or

other causes beyond such party's reasonable control.

42. ROOF-TOPEQUIPMENT.

42.1. Tenant may during the Lease Term, at its option and expense, with the prior written

consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, install,

maintain, repair and replace ce1tain equipment on the Building's roof, including, without limitation, air

conditioning and heating equipment and condenser units associated therewith, cable, wiring, rooftop

antennae, and other equipment associated with or reasonably required by Tenant's use and occupancy

of, and conduct of its business within, the Premises (collectively, the "Equipment") at a location on the

roof and a chase within the Building mutually agreed upon by the parties hereto, provided that the

Equipment does not provide undue stress to the roof or otherwise cause damage to the Building.

Tenant will provide the plans and specifications for the Equipment to Landlord for Landlord's approval

(not to be umeasonably witbheld, delayed or conditioned) prior to installation. Tenant shall be

responsible for the cost of installation, repair and maintenance of the Equipment. Tenm1t, upon

expiration or early termination of the Lease, shall remove the Equipment and repair any damage caused

by the installation and/or removal of the Equipment. The installation and operation of the Equipment

shall comply with all applicable laws. Landlord and Tenant hereby agree that it shall not be considered

umeasonable for Landlord to withhold approval of any such work if such work would void or otherwise

negatively impact any wmranty pettaining to the Building, its roof or any other structural component.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Landlord and Tenant have hereunto subscribed their names as of

the date set fmth above.

WITNESS LANDLORD:

JD FAMILY TRUST

By: Curtis Patalano, Trustee

WITNESS TENANT:


By:.,-----__ ""'c--{_1_1 -+.-)'j~l-:-'k~--Name: [email protected]'/ v6'H0 Title: c fo

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EXHIBIT "A" Recorded Land

A certain parcel of umegistered and registered land, together with the buildings and other improvements thereon. situated in Franklin, Norfolk County, Massachusetts, shown as Lot 13 on a plan entitled "Plan of Land in Franklin, MA (Nmfolk County)" dated June 1, 1987, by Seals and Thomas, Inc., recorded with the Norfolk Registry of Deeds in Plan Book 358, Plan 1028, bounded and described as follows:

NORTHEASTERLY by the southwesterly side line of Forge Parkway on said plan, seven hundred ten and 20/100 (710.20) feet;


SOUTHERLY by the same, one hundred forty and 57/100 (140.57) feet;

SOUTHEASTERLY by the same, one hundred eighty-four and 70/100 (184.70) feet;

EASTERLY by Lot 49 and Lot 46 on said plan, four hundred thirtyone and 19/100 (431.19) feet;

SOUTHEASTERLY by Lot 41 on said plan, two hundred twentyseven and 44/100 (227.44) feet;

SOUTHWESTERLY by L.C. Lot No. 53 on said plan, six hundred fiftyseven and 89/100 (657.89) feet; and

NORTHWESTERLY by L.C. Lot No. 52 and Lot 12 on said plan, seven hundred twenty- one and 88/100 (721.88) feet.

Containing 9.82 ± acres of land, more or less, according to said plan.

Registered Land

The registered portion of the premises is bounded and described as follows:

NORTHEASTERLY by the southwesterly side line of Forge Parkway on a plan hereinafter referred to, three hundred sixty-two and 49/100 (362.49);


SOUTHERLY by the same, one hundred forty and 57/100 (140.57)

feet; SOUTHEASTERLY by the same, one hundred eighty-fom and

70/100 (18470) feet;

EASTERLY by Lot 49 and Lot 46 on said plan, four hundred thirty-


one and 19/100 (431 19) feet:

SOUTHEASTERLY by Lot 41 on said plan, two hundred twentyseven and 44/100 (227.44) feet;

SOUTHWESTERLY by L.C. Lot No. 53 as shown on said plan, six hundred fifty-seven and 89/100 (657.89) feet;

NORTHWESTERLY by L.C. Lot No. 52 on said plan, three hundred eightynine and 22/100 (389.22) feet; and

NORTHERLY by Lot 11 on said plan, five hundred thirty-six and 17/100 (536.17) feet.

All of said b01mdaries of said registered parcel are located as shown on a plan entitled "Subdivision Plan of Land in Franklin, MA (Norfolk County) Being a Subdivision of Lot 50 shown on Land Comt Plan 7594-12" dated June 1, 1987, by Seals and Thomas, Inc., filed with the Land Registration Office in Boston, and said registered parcel is shown thereon as L.C. Lot No. 51. Said registered parcel is also shown as lot numbered 55 on a plan drawn by Beals and Thomas Inc., Surveyors, dated June I, 1987, as approved by the Land Comt, filed in the Land Registration Office as No. 7594-14, a copy of a pottion of which is filed in Norfolk Registry District with Certificate No. 127194, Book 636.

Together with the benefit of all rights, easements, restrictions, agreements, and covenants set forth in the Deed of Jan1es R. Allen, et al., Trustees of Forge Park Realty Trust, dated August 31, 1987, recorded in Book 7730, Page 508, and filed as Document No. 530758, upon which Certificate of Title No. 127194 shall be issued by said Registry District.

Together with the right to use Forge Parkway in common with others entitled thereto for all purposes for which streets and ways are now, or in the future may be, used in the Town of Franklin.

Together with the appmtenant rights set forth in Document No. 493443, as referred to in Docmnent No. 530758.

There is also apptutenant to the above described land the right to use Forge Parkway as set fmth in said Document No. 530758.

Together with the benefit of the Access and Utility Easement shown on said plan, as set forth in Document Nos. 521795 and 530758.

, ORIGINAL- New England Treatment Access, Inc. #2

Exhibit "B" COMMENCEMENT DATE AGREEMENT

THIS COMMENCEMENT DATE AGREEMENT ("Agreement") is entered into as ofthis __ day of 20_ by and between CURTIS PATALANO and JAMES F. DADDARIO, Trustees of the JD FAMILY TRUST, under declaration of trust dated June 6, 2012, hereinafter called "Landlord," and NEW ENGLAND TREATMENT ACCESS, INC., a Massachusetts non-profit corporation, hereinafter called 11 Tenant, u.

WITNESSETH:

1. This Agreement is made pursuant to Section 2.1 of that certain Lease dated as of September I, 2013, between Landlord and Tenant (the "Lease").

2. It is hereby stipulated that the Rent Commencement Date, as defined in the Lease, is ~-----ec---ce--' 20_ and the Initial Period shall expire on ______ _ 20_ as set forth and provided for in the Lease.

IN WITNESS WHEREOF, the parties hereto have executed this instrument under seal as of the day and year first above written.

LANDLORD:

TRUSTEES OF JD FAMILY TRUST

By: ------------------------CURTIS PATALANO, Trustee

By: ~~~~~~~~~-----

JAMES F. DADDARIO, Trustee

TENANT:


By: _____________ _

Name: ______________ _

Title: ______________ _


Section 6.2

Expansion Work

Landlord shaH be responsible for aU permitting associated with Expansion

Landlord shaH be responsible for "Vanilla box" of additional area to consist of:

Poured concrete floor

Exterior sheii (from studs out)

Rough electrical, plumbing and HVAC

Roof • Tenant shaH be responsible for cost of aU finish work, to include, but not be limited to:

Ceiling

Finish electrical, plumbing and HV AC

• Finish from inside plane of studs in

• Flooring

• Ail interior demising walls (if any)

--

EVIDENCE OF LOCAL SUPPORT

(Exhibit5.4)


Corporation Name: New England Treatment Access, Inc. _____ _ Application# (if more than one): 2. __ _

/

Site City/Town County Type of Support Attached

1 Northampton Hampshire Letter 1: Mayor and City Council

Letter 1: Letter of support from Town

2 Franklin Norfolk Administrator Letter 2: Letter of support from Town Council


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November 12,2013

Arnon V ered, CFO


MAYOR DAVID J. NARKEWICZ

City of Northampton Office ofthe Mayor

210 Main Street Room 12 Northampton, MA 01060-3199

(413) 587-1249 Fax: (413) 587-1275 [email protected]

New England Treatment Access, Inc. 45 Orchard Road Swampscott MA 01907

Dear Mr. Vered:

Relative to a possible siting of a medical marijuana dispensary in the City ofNotihampton, I hereby have enclosed the following:

• Cetiified copy of a Resolution passed by the Nmihampton City Council on November 7, 2013 with this conclusion:

NOW THEREFORE BE IT RESOLVED

that the Mayor and the City Council supp01i the award of a license( s) by the Massachusetts Depmiment of Public Health for a Hampshire County medical marijuana dispensary to be located in the City ofNorthampton subject to its local health, public safety, and zoning regulations.

• Certified copy of the City of Northampton ordinance relative to a dispensmy.

Sincerely,

( ~VV (,J

DAVID J. NARKEWICZ Mayor

Enclosures (2)

COUNCILORS

AT LARGE

WARD

Jesse M. Adams William H. Dwight

I 2 3 4 5 6 7

Maureen T. Carney Paul D. Spector Ow~n Freeman-Daniels Pamela C. Schwartz David A. Murphy Marianne L. LaBarge Eugene A Tacy

November 12, 2013

Mayor David J. Narkewicz 210 Main .Street Northampton, MA 01060


CITY COUNCIL

CITY OF NORTHAMPTON

MASSACHUSETTS

RE: Resolution Regarding Registered Marijuana Dispensary Licenses

Dear Mayor Narkewicz:

Enclosed is a certified copy of a Resolution passed by the Northampton City Council on November 7, 2013. This Resolution has also been mailed to President Barack H. Obama, GovemorDeval Patrick, Congressman Richard E. Neal, Congressman James P. McGovern, Senator Elizabeth Warren, Senator Edward Markey, State Representative Peter V. Kocot, and State Senator Stanley C. Rosenberg.

Sincerely,

Mary L. Midura Executive Secretary Northampton City Council

Enclosure

In City Council, November 7, 2013

City of Northampton

MASSACHUSETTS


Upon the recommendation of Mayor David J. Narkewicz and City Council President William H. Dwight

RESOLUTION

Whereas, in November 2012 the voters of Massachusetts approved a statewide ballot measure eliminating criminal and civil penalties for the use of marijuana by qualifYing patients who have been diagnosed with a debilitating medical condition; and

Whereas, the voters ofNorthampton overwhelmingly supported the legalization of medical marijuana by a margin of 8 I%; and

Whereas, five applicants have been qualified under Massachusetts Department of Health (DPH) regulations to apply for a Registered Marijuana Dispensary license as part of it's competitive final Phase 2 application process; and

Whereas, several applicants have expressed an interest in opening a medical marijuana dispensary in the City of Northampton and have met with city officials and community stakeholders to discuss their plans; and

Whereas, the City of Northampton has an established history and network of quality palliative care services and is an appropriate location for a Hampshire County medical marijuana dispensary; and

Whereas, the siting of a medical marijuana facility in the City of Northampton will provide economic development benefits through temporary construction jobs, permanent facility jobs, and the generation of new local revenue through property taxes or payments in lieu of taxes; and

Whereas, the Northampton City Council, with input and recommendations from the Planning Board and the Board of Health, has implemented responsible zoning regulations to ensure that any proposed medical marijuana facilities meet reasonable site plan criteria for issues like parking, traffic, hours of operation, lighting, security, and neighborhood character; and

Whereas, the Massachusetts Department of Public Health's final Phase Two application for a Registered Marijuana Dispensary license seeks a demonstration of support or non-opposition furnished by the local municipality; and so

NOW THEREFORE BE IT RESOL YEO

that the Mayor and the City Council support the award of a Iicense(s) by the Massachusetts Department of Public Health for a Hampshire County medical marijuana dispensary to be located in the City of Northampton subject to its local health, public safety, and zoning regulations.

Attest:

Attest:


In City Council, November 7, 2013 Passed First Reading, on a Voice Vote of9 Yes, 0 No

~"-""-'-1 ';[_ • ~"'-- , Clerk of Council \

In City Council, November 7, 2013 Passed Second Reading, on a on a Voice Vote of9 Yes, 0 No

Approved: David J. Narkewicz, Mayor Rules suspended, passed two readings and enrolled.

I hereby certify that the above Resolution passed the Northampton City Council on November 7, 2013.

David J. Narkewicz, Mayor approved the Resolution on November 8, 2013.

Attest: ~ ';i~~~CierkofCouncil \


City Council!0/3/2013: referred to Board ofHeallh, Ordinance, and Planning Board Board of Health meeting: 10/22/2013

Public Hearing (Ordinance and Planning Board): I 0/24/2013 Planning Board Recommended changes incorporated 10/24/2013- unanhnous recommendation

Ordinance Committee changes incorporated 11/4/2013- unanimous recommendation Ordinance Committee requesting two readings on 1117/2013

Amended in City Council November 7, 2013

City of Northampton

MASSACHUSETTS

In the Year Two Thonsand Thirteen

Upon the Recommendation of the Planning Board

ORDINANCE

An Ordinance of the City ofNorthampton, Massachusetts, providing that the Code of Ordinances, City of Northampton, Massachusetts, be amended by revising section §350-2.1, 8.1, 11.2, 11.6 of said code; providing that Regulate medical marijuana

Be it ordained by the City Council of the City ofNorthampton, in City Council assembled, as follows: That section §350-2.1, 8.1, 11.2, 11.6 of the Code of Ordinances of the City of Northampton, Massachusetts, be amended so that such section shall read as follows:

§ 350-2.0 Definitions. § 350-2.1 GeneraL {Insert the following definition in alphabetical order. No other changes to section.} MEDICAL MARIJUANA Medical Marijuana Treatment Center (MMTC) and Registered Marijuana Dispensary (RMDl, defined and reQUlated by Massachusetts General Laws and the Massachusetts Department of Health Regulations. and along with any related land use owned, controlled, or contracted by the MMTC where marijuana may be present. Medical marijuana is a subset of medical uses and medical dispensaries and is allowed in any facilities where new physicians' offices and new dispensaries and pharmacies may be located (but not locations where medical uses and dispensaries are allowed only as a pre-existing non-conforming use) and. for any growing or processing without dispensaries in any industrial area.

§ 350-8.1 Off-Street Parking Regulations {Amend table entry as shown. No other changes to section.}

Medical/dentist offices and 1Emsjlartatian tsrminalmedical mariiuana dispensaries 200 square feet of gross floor area

§ 350-11.2 Projects requiring site plan approval as intermediate projects. {Insert new subsection (F) as shown. No other changes to section.}

No building permit, zoning permit, or special permit shall be issued for the following intermediate projects prior to the review and approval of a site plan in accordance with this section:


A. Projects which involve new construction or additions of between 2,000 square feet and 5,000 square feet of gross floor area (excluding single-family dwellings, expansions in the CB District that do not involve footprint expansions, and projects used exclusively for agriculture, horticulture or floriculture). B. Projects for which this chapter requires the provision of six to nine additional parking places. C. Projects which require a special permit and which are not otherwise intermediate or major projects except that, notwithstanding any of the requirements of§ 350-10.12, the following projects do not require site plan approval: accessory apartments(§§ 350-5.2 and 350-10.10), accessory structures(§§ 350-5.2 and 350-6.7), accessory uses(§§ 350-5.2 and 350-5.3), historic association anduonprofit museum(§§ 350-5.2), home business(§ 350-5.2 and 350-10.12) and signs(§ 350-7) of this chapter. D. Any project that is requesting a provision of the zoning that is allowed only with site plan approval and which is not otherwise a major project. E. Planned Village (PV) projects which require a site plan review in accordance with § 350-10.15 and are not otherwise major projects. F. Medical Marijuana facilities.

§ 350-11.6 Approval criteria. {Make the following three additions to this section, but otherwise make Jio changes}

{FIRST, lJisert the following into the first line of the table showing the co=only required payment for in-lieu-of payments to fund a project's proportional share of necessary improvements to mitigate off-site traffic impacts required payment for mend mitigation fee table, as follows} Any Medical Marijuana project regardless of the district $2.000 per peak trip (Regardless of other entries below)

{SECOND, insert into the table showing how peak-hour trips are calculated) Grocery, personal services, retail and auto sales, Medical Mariiuana Dispensarv 12/1,000 square

feet Medical Marijuana growing and processing facilities 1/1,000 square feet

{THIRD, insert new approval criteria F(4)} (4) Medical Marijuana operations shall meet the following criteria:

a. Building facades and properlY must be consistent with the character of the neighborhood, including such items as transparent storefront windows with a view into to the interior of the building. Secmity measures must appear from outside of the building to be consistent with the character of the neighborhood. This does not create any restriction or compromise on security measures but does reguire that such measures be camouflaged to blend into the background.

b. Buildings must be ventilated with such filters or scmbbers to ensure that there are no odors from marijuana in any place where the public or clients are present and no public exposure to any pesticides, herbicides or other chemicals.

£,_ No medical marijuana dispensary and/or treatment center shall be located within 200 feet of any elementarv school, middle school, or high school; there are no other buffer limitations.

In City Council, November 7, 2013 Passed First Reading, on a Roll Call Vote of9 Yes, 0 No

Attest: --~-·~~=~==r-":;i,""-'-' -~--"'=_,' ===o-::::::-_ ___ , Cieri• of Council \

In City Council, November?, 2013 Passed Second Reading, on a Roll Call Vote of 8 Yes, 1 No (Councilor Tacy)

Attest: ____ C....,..-''C=='O;>-A'"""'\;---'';f_,&__,,_:~~~~~"""-'o-_,"'-,=._ __ ,, Clerk of Council \

Approved: David J, Narl(cwicz, Mayor . Rules suspended, passed two readings, ordained and enrolled.

I hct·cby certtfy that the above Ordinance passed the Northampton City Council on November 7, 2013.

David J. Nal'l<ewicz, Ma_vor, approved the ot·dinance on November 8, 2013.

Attest: ----~-'-'--C==\,--';[_"""-''-~i.'.._,'~~l:>!,_,.,o-._"'-,=._ __ , Clet•J< of Couucil \


Town Administrator Tel: (.:)08') 520-4949

November 6, 2013

Mr. Cullen Roberts

w nnm uf 1Ji nmltl ht

355 East Central Street Franklin, Massachusetts 02038-1352

The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health 250 Washington Street Boston, MA 02108-4619

Re: Support for New England Treatment Access (NET A) locating a RMD (Registered Marijuana Dispensary) in the Town of Franklin

Dear Mr. Roberts:

htx: (50Sl 520-4903

On June 5, 2013, the Franklin Town Council unanimously adopted Zoning Bylaws 13-708, 13-709, 13-710, 13-711 and 13-712 that will allow "as of right" siting of an RMD for dispensing, cultivation and processing of medical marijuana in three separate zones in the Town of Franklin.

As a result of that vote and meetings NET A representatives I support the siting of their RMD in the Town of Franklin in accordance with the laws and regulations of the Commonwealth and the Zoning Bylaws of the Town of Franklin. Please feel free to call or write with questions or clarifications.

'f'y J 'ffrey . Nutting

dministrator/Chief Executive Officer

cc: Bruce Hunchard, Chairman, Franklin Board of Health Robett Vallee, Chairman, Franklin Town Council

E-Mail: rownAdmin<(OFranklin.MA.lJS \Veh Site: www.Franklin.MA.lJS

0 ~'rinted Of\ r0eycled paper

ORIGINAL----- New England Tre;tment Acce~s, Inc. #2

Town Administrator Tel: (508) 520-4949

November 6, 2013

Mr. Cullen Roberts ·

Wntutt nf llintnklht

355 East Central Street Franklin, Massachusetts 02038-1352

The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health 250 Washington Street Boston, MA 02108-4619

Re: Support for New England Treatment Access (NET A) locating a RMD (Registered Marijuana Dispensary) in the Town ofFranldin

Dear Mr. Roberts:

Fax: (508) 520-4903

On June 5, 2013, the Franklin Town Council unanimously adopted Zoning Bylaws 13-708, 13-709, 13-710, 13-711 and 13-712 that will allow "as of right" siting ofanRMD for dispensing, cultivation and processing of medical marijuana in three separate zones in the Town of Franklin.

As a result of that vote and meetings and with NETA representatives, I suppmt the siting of their RMD in the Town of Franklin in accordance with the laws and regulations of the Commonwealth and the Zoning Bylaws of the Town of Franklin.

Please feel free to call or write with questions or clarifications.

Sincerely,

\?~eo Robert R. Vallee Town Council Chairman

E-Mail: [email protected] Web Site: www.Franklin.MA.US

() Printed on recycled paper

SUMMARY CHART OF LOCATIONS AND LOCAL SUPPORT

(Exhibit 5.5)

This exhibit must be completed or marked N/ A and submitted as part of the application.

Corporation Name:_ New England Treatment Access, Inc. Application# (if more than one): __ 2. ___ _

Site Full Address Evidence of Interest Submitted Evidence of Local Support

1 Dispensing 296 Nonotuck Street

Lease Letter I: Mayor and City Council Northampton, MA 01062

I

Letter I: Letter of support from

2 Cultivation 5 Forge Parkway,

Lease Town Administrator

. Franklin MA 02038 Letter 2: Letter of support from Town Council Letter I: Letter of support from

3 Processing 5 Forge Parkway,

Lease Town Administrator

Franklin MA 02038 Letter 2: Letter of support from Town Council

--· ........... -·· ------


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RMD ORGANIZATIONAL CHART (Exhibit 6.1)




Attach organizational chart.


Organizational Chart New England Treatment Access, Inc. Application #2 Community Health stakeholder

Patlent,IPatlent Carel!iver Sta~eflolr:ler

f:of::~~~~~~.:fi!~e~grtsto Boord ofolr.e~;tors) PLiblrc safety Stakeholder - Youth Servi~:es/l.Q~I Sctlools.

Stakeholder At-large

Community Stakeholder At-large

:.~~t;~~~~1a=~·.~.:!=-~Mprovlolollln~

General Manager, Dispensary operations Dispensary Team Lead ~'ll:~~~~:":~:.~~~co<~ndpr<Molonin~ TaD ~8~sp~:~nslblc forstofftcafnltl!l 01nd ~cll<:ntSU ,,.,.lol~'"""' -Responsible for day-to-day RMD brlatlngs, pi!tiOOt .Slll'VICe eu[b.ll'l) 0 nd -llo"l'o"'fr. forp~~•rttoONI=~nd ~oln9 operations and controls _ prctesses, and lmtentory management P.tiOrntsupport,....mMombor

Director, Patient Services {EMT) Wl!e Lilurte -Responsible for azesslng over;)!! patient needs and developing new service Initiatives.

- Flnopo..,lblo /ocpoU"'''"IVI=I~nd p......r.loolnp

POII<InOSuppoltToom Mombor -Ro<p<>n;ll>fo rorpo~o•'lt'"""~"-'•nd pf<>'J!<Ioolng

Patient Educaticn/Medlcal Dire:tcr(Erm Oeputyc!roc:t:or,Communlelltlcru: Digital Content Mana11 er Andy Eps~n · · 1BD • TBO - R~o:mslbtcfor dcvctoptog ;md 1mptcmenttng cc!Uc<:~tlon, -Responsible fer rnanar;mg <:QmrnwllCilti"ons - Respor~:;lb!cfor<:\lr.o.tlng webl support, and tQmmunlty -engagement lnitlatlves lnltla~ves, social med!a, ::~nd related ch~nnels 0 and ~eclat media-ccntlmt

Is< ~ f Direct and aligning these With emerging research !llld outcome ( • I' oa,.., 0 ors <~nalysts e

Chief Med(c:al Officer TBO ResponslbleformedtG~I program devel!lpmentand outre<:~ch

Seo:ur~Spcciolrst TBO - Rll5Qcnsible for on·sitc sco::urlty scrvl~:CS

Se.:urlty Spedal!st TBO - R(!Sptlns!ble for on·slta Sl!l:Urlty scrv!CI!s

Secur~ Speclallst cur~ vat! on Center Security Team lead TaD TBD - R,c!;ponsible for on-sitesecurityscmtl~es - RnsponsibJ~ for ~lmctorsecurlty,siteswvcUJancc, Seeurlty 5 c.:' a list access: central, and produc:t:movement comp~ance TBD P 1

~!~~tyo~:ectcr U::~>m - - f\aspcnstble for on--site sccurltyservl~ - Responsible for ensutlng pilttent. stllff. Security sped"allst and product security throughou~ the TBD prod1.11::tian and pl'¢vlslonlno system _ - f\cspDru;ihle for on-sitos~curitysorviccs

S~eurity Sp~cl~llst

"' - Rc:;ponsiblo: !or an-sll;g JO.QCurlty ""'"'lees

?:~c:~ry Scc:urlty Spec:ratrst

- RtlSpgnslb!o for perimeter security, site survcll!~n(;e, ~a:= central, ;111\1 p~tlant erC<I"Ciltlakh~k$;

OlsPCilSDtY Security Spec:l~llst T" - RtlSporolOic far pc.~matcr srx:ul"!ty, slt:c survalllanca. access conttt:t!, and pa~ant cred~ttak:hecks

D~lvery Special~ TBO - Responsible fOI" secure ;:ond compllaru:tr:anspartatlon of medica! m~ rljuon., produets

?~Jens;uy Dc!Jvary"Thllm Lllad ?ri~vCIJISPCl:lallst

O!rector: ProductTransportatlon - Responslbfe for coan:Unatlng: and maniresting - Re:;/r~~lo for~~Nl and TBD ' prorl1.1d:transport ~ ~~~~~arO:~fu~nn~~ucts - Responsible 1or ensuring sl:!cure.

lr"'"~'"""M"'"'~'o'="0m0p0n="c'"'cro"d"""""'"m0o"''='~"'<-~ ¥:gverySpactallst - Responsible tor secure :and compllal"ll::!rMsport:atlon

Board Ch;;~ir of medica; rna rijoonn products:

.;: ~ri'c Ocllvcry1l::lrn Lead DnliverySpednll.rt

Execlltlve Orrectof/Chteropcratlng omcer (EMT} - ResponslUte ror togfstlts, complia.nce DnllverySpetl~IIst Kevin Fisher .and tllllentory mallllgement ~ Deflvo:rySpeciatlst: - Rnsponslbte for -ensuttng that !:hn org~nil:otlon meel:s >:~II financial. programmatl~.ar~d c<Jmpllance goals .and oble~tlves _

:lba

0 ~ 8

~ I z ~

"" {§_ g_ ;t

i ~ " " ~ '" ~ 13

'-

Secretary

Treasurer

Clerk

Organizational Chart

Trim MoiUlg:er

""" - Responsible for moni~ri11g the: curing process.schedullng and product QUality control -

CUltivation Team Manager 8rYII!IId Tholm>S - fl.espcr~Slbl-o:f-or cultiV!ltlon pr-ocess adherer~ee and b!am management -

CU[ijv~tlon CQ"'"eam t.ear:ler Lee Smith

Dtrector of Production - fl.(l!;pon:;iblc for cultivation. te;~m

Russell Wlml member productllflty

-Responsible for an aspects of pror:luctlorl of safe, hlghest·posslble qua~tjcannabls produttstargeWd to patient needs: · - Cultlvatlon Co-Team Leader

760

-

Trim Team Mt!mb~r

""" mmmm11

Trim Team Member

Trim Team Momber

Trim Team Member

1l"lm TeDm ~!ember

Trim Team Member

Trim T@m Member

l!"lm Team Member

CUltlv<:~t1on Ta;:,m Member - Resoonslbfe for lrnllvklua11loi'l!lf

CUitiV~tlon Team M~mber - ResPOnsible for Individual flower room and plant malnterJant<:!

CUitlvatlon1l:!<lm Member

CUib"llatlonTeam Member

CUitlVUtlo;lt\Th~m Mc:mber - Responsible for Individual flawi!T room .and plant malnten~nce

- RcspoN>lblo(or-cultilflltion tll~m ( . memharpl'l><:luctl\lltY . _ Cr.lltiv~~ot\Te~m Member

CUitlvallot~ Team·Membcr

Ex,tr.:~ctlons Temn Member

""" - ResFWrtSlble. for production !lfvarletyor eoncet~!rates

~rctiM/lt~fuslon Mapasar E>;tmctlonsTonm Member

Exl:n!ctlonsT~am Member -Responsible for qualtcycontro[

Tnf~d ProductTeetm Member and !'lew product development - """ - RCSI'lonslblefor production or edible and neD-edible Infused prodllcts

Infused PmduetTeam Mem~r

Aet:.<.lUil~rlt BOQkkeopcr Allison Kusy """ - ResP'lnslblefor aU <Jccour~ting rul'lctlons - M<~inl:ains.fln~tttlal records by~bfLShlng

- .:~ccaunts and pcsttng tran~etlans

Manaoi!T. Human Re:so"rces TSD

<:h.lef Financiel Officer tEMTl -Responsible far the ovemll provisioning or Human

Arnonve.re.d Resout(eS:SeNices, policies, and programs-

- Responsll:lle for managing fimmcla! lndudlng tralnlno- throughout U>e organlziltlan.

record keeping, strategy, and risk F.acllll:le~ Man~ger - """ - Responsible for maintaining functiot~afity offtlcllltle:s and eqr.llpm~nt

S"ppUes: P"rcll<ls!ng Managi!T TOO - Rusponsible for procurement and par malnten~ncetorall fa.::UJtysupply needs.

Director, CampO;~nce {Er.m Uura H11rris - Respanslbleforcr!!l'ltlng and: directing

,_ reglllatory compli;~nce lnltllltlves

Olrector; Gove.mmen~ and <:ommunlty Relations Baroey Frank •• Responsible for addresstng rll!atlonshlp· building {)pportun(tle:s with elected ;md appointed officials, and the community at-large

~ aiJplic.atlons far cannabis-derhit!d products.

New England Treatment Access, Inc. Application #2 (Page 2)

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EVIDENCE OF ENROLLMENT WITH DEPARTMENT OF CRIMINAL JUSTICE

INFORMATION SERVICES (DCJIS)

(Exhibit 6.2)

This exhibit must be completed and attached to a required document and submitted as part of the

application.


Application# (if more than one): 2 ___________ _

Attach evidence of enrollment.


iCOR~ Logged in as: arnonneta 1 Home 1 Help 1 Logout

Commonwealth of Massachusetts Dcpmtment of Criminal Justice lnfom1allon Services

Add Request View CORI Results Manage Account iCORI Cart 10\

New England Treatment Access, Inc.

Account I Account Details I Reuresentatives

Account Details ---------- - ------ ----- - --- -- -

Account Status

I

Account Status: Active

Users

Date First Registered: 11/15/2013 . - --

Organization Details

Account Type(s): Employer

I

Status: Active Account Type(s): Employer

J'IJ.Jthorized Consumer Re[!:orting &Jencies

------------------- -- --- ----- ------- --- --- --------------- - --- ----

Date Last Renewed: - -

[Cancel Account] - -------- -

[£.Qill [Change Org Name] [View Org Name Htsto!Y]

Organization Name: New England Treatment Organization ID: Access, Inc.

Address: 45 Orchard Road, Swampscott, MA 01907

Phone No.: 617-838-2168

Website:

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© 2012 Massachusetts Department of Criminal Justice lnforrnution Services FAQ I Contact Us I Terms of Use I Accessibility I Policies! Version: L0.4

RMDSTAFF (Exhibit 6.4)


This exhibit must be completed or marked N/A and submitted as part of the application.

Name Role/Title

1 Russel Wise Director of Production

2 Bryland Thomas Cultivation Team Manager

3 Allison Kusy Accountant

4 Dr. Raphael Mechoulam Director, Science and Research

5 Barney Frank Director, Government and Coriununity Relations

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7

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I RMD START-UP TIMELINE ·-- I (Exhibit 7.1)

This exhibit must be completed and submitted as part of the application. Include benchmarks for ALL RMD sites.

Corporation Name: New England Treatment Access, Inc. Application# (if more than one): 2 ___ _

Key Benchmarks; Due Dates Person Responsible Risk Level If Not Completed on Time Date RMD

Opens

Provisional Certificate of Registration . 01/3112014 Arnon Vered High Building Permits Filed 02/03/2014 Kevin Fisher High Building Permits Received 02/24/2014 Kevin Fisher High

Cultivation Build-out Framing Begun 02/25/2014 Kevin Fisher High Framing Completed 03/12/2014 Kevin Fisher High Electrical Begun 03/13/2014 Kevin Fisher High HVACBe= 03113/2014 Kevin Fisher High Plumbing Begun 03/13/2014 Kevin Fisher High Security Equipment Begun 03113/2014 Patrick Dente High Electrical Completed 04/03/2014 Kevin Fisher High August 1, HV AC Completed 04/03/2014 Kevin Fisher High 2014 Plumbing Completed 04/03/2014 Kevin Fisher High Sheetrock Completed 04/ll/2014 Kevin Fisher Medium Security Equipment Completed 04/14/2014 Patrick Dente High IT Systems Installed 04/14/2014 Patrick Dente High Final Local Inspection Completed 04/15/2014 Kevin Fisher High Mass DPH Inspection 04/15/2014 Kevin Fisher High

Dispensary Build-out Framing Begun 02/25/2014 Kevin Fisher Medium Framing Completed 03/02/2014 Kevin Fisher Medium Electrical Begun 03/05/2014 Kevin Fisher Medium

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Plumbing Begun 03/05/2014 HVACBegun 03/05/2014 Security Equipment Be= 03/05/2014 Electrical Completed 03/16/2014 Plumbing Completed 03/16/2014 HV AC Completed 03/16/2014 Sheetrock Completed 03/24/2014 Security Equipment Completed 03/26/2014 Painting Completed 03/28/2014 Floors Completed 03/31/2014 IT Systems Installed 03/31/2014 Final Local Inspection Completed 04/07/2014 Mass DPH Inspection 04115/2014

Staffing Cultivation staff hired 03/01/2014 Cultivation staff trained 03/31/2014 Security staff hired 03/15/2014 Security staff trained 03/31/2014 Processing & Q&A staff hired 06/15/2014 Processing & Q&A staff trained 06/30/2014 Dispensary staff hired 07/0112014 Dispensary staff trained 07/15/2014

Cultivation Plan Germinate Seeds 04/15/2014 Vegetate Plants 05/01/2014 Flower Plants 05/15/2014 Harvest Plants 07/15/2014

Process & Packaging Package Cured Marijuana 07/29/2014 Produce MIPs 07/25/2014

OpenRMD 08/01/2014

Kevin Fisher Kevin Fisher Patrick Dente Kevin Fisher Kevin Fisher Kevin Fisher Kevin Fisher Patrick Dente Kevin Fisher Kevin Fisher Patrick Dente Kevin Fisher Kevin Fisher

Russell Wise Russell Wise Patrick Dente Patrick Dente Arnon Vered Arnon Vered Arnon Vered Kevin Fisher

Russell Wise Russell Wise Russell Wise Russell Wise

Russell Wise Russell Wise

Kevin Fisher

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PROPOSED SLIDING PRICE SCALE

(Exhibit 7.12)


Corporation Name: New England Treatment Access, Inc. ______ _

Application# (if more than one): 2 __ _

Attach sliding price scale.

New England Treatment Access, Inc. Sliding Price Scale policy:

Principle #1:

((verified income for family size) I (300% FPL for family size)) x (retail cost of medical marijuana product) = Discounted cost

Principle #2:

If verified family income is less than or equal to 100% FPL, then medical marijuana is provisioned at no cost.



APPLICATION RESPONSE FORM SUBMISSION PAGE

CERTIFICATION OF ASSURANCE OF COMPLIANCE: ADA and NON-DISCRIMINATION BASED ON DISABILITY

Applicants must ce1iif'y that they will comply with all state and federal requirements regarding equal employment opportunity, nondiscrimination, and civil rights for persons with disabilities. The Applicant must complete a Certification of Assurance of Compliance: ADA and Non-Discrimination based on Disability. By signing, the Applicant formally notifies the Depruiment that the Applicant is in compliance and shall maintain compliance with all applicable requirements.

•

•

I ceiiif'y, that the Applicant is in compliance and shall maintain compliance with all applicable federal and state laws protecting the rights of persons with disabilities, including but not limited to the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12131-12134; Aliicle CXIV of the Massachusetts Constitution; and; Chapter 93, § 103; Chapter 1518; and Chapter 272, §§ 98 and 98A of the Massachusetts General Laws. ·

I understand that federal and state laws prohibit discrimination in public accommodations and employment based solely on disability. I recognize that to make goods, services, facilities, privileges, advantages, or accommodations readily accessible to and usable by persons with disabilities, the Applicant, under the ADA, must:

o remove architectural and communication barriers in existing facilities, when readily achievable and, if not readily achievable, must use alternative methods;

o purchase accessible equipment or modify equipment;

o modifY policies and practices; and

o furnish appropriate auxilimy aids and services where necessaty to ensure effective communication.

I understand that reasonable acconunodation is required in both progratn services and employment, except where to do so would cause an undue hardship or burden. I also understand that the Massachusetts Constitution Article CXIV provides that no otherwise qualified individual shall, solely by reason of disability, be excluded from the patiicipation in, denied the benefits of, or be subject to discrimination under any program or activity within the Commonwealth.

• I agree that the Applicant shall cooperate in any compliance review and shall provide reasonable access to the premises of all places of business and employment and to records, files, information, and employees therein for reviewing compliance with the ADA, the Massachusetts Constitution, other applicable state and federal laws, and this Contractual Agreement.

• I agree that any violation of the specific provisions and terms of this Assurance or of the ADA, and/or of any Corrective Action Plan shall be deemed a breach of a material provision of the Registered Facility registration between DPH and the Registered Facility. Such a breach shall be grounds for cancellation, termination, or suspension, in whole or in part, of the registration by the Depmiment.

I affirm that I will comply with the requirements of this proposal.

Authorized Signatory (as designated in exhibit B): First Name: [Arnon] Last Name: [Vered]

Title: [CFO] .

Authorized Signature for the Applicant Organization (in blue ink):

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1 ORIGINAL- New England Treatment Access, Inc. #2

CHECKLIST OF REQUIRED DOCUMENTS FOR SUBMISSION IN PHASE 2

Assemble the required items for each individual application in the following order. If an exhibit is not applicable, indicate N/ A on the exhibit form and submit it in order.

~Package Label (attached to the front or side of banker's box)- exhibit C

~Package Label (with original only)- exhibit C

~Bank/cashier's check for $30,000 (with original only)

~ 2 CDs (with original only)

~ Sealed envelope with signed background check authorization fmms and list-exhibits AI-A5 (with original only)

~ List of authorized signatories-exhibit B

~Application Response Form (cover page on top)-original signed in blue ink by authorized signatory

~ Organizational chart-exhibit 1.3

~List of Board of Directors (as defined on the Application Response Form)-exhibit 1.4

~List of Members of the corporation (as defined on the Application Response Form), if any-exhibit 1.5

~ Corporation bylaws-exhibit 1.6

~ Amended articles of organization (if applicable )-exhibit I. 7

~List of parent or subsidiary corporations, if any-exhibit 1.8

~ List of references-exhibit 1.9

~List of Executive Management Team (as defined on the Application Response Form)-exhibit 2.1

~Resumes for Executive Management Team-exhibit 2.2

~ One-page statement demonstrating liquid funds in an account in the name of the corporation; or in an account in the name of the Corporation's CEO/Executive Director or President of the Board of Directors, with Letter of Commitment -exhibit 4.1

~ List of individuals/entities contributing 5% or more of the RMD 's initial capital-exhibit 4.2

~ Capital expenses-exhibit 4.3

~ Year-one operating budget-exhibit 4.4

~ 3-year budget projections-exhibit 4.5

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ISJ Evidence of interest in dispensary site-exhibit 5 .I

ISJ Evidence of interest in cultivation site-exhibit 5.2

ISJ Evidence of interest in processing site--exhibit 5.3

ISJ Evidence of local suppmt or non-opposition-exhibit 5.4

ISJ Summmy chart of responses to questions 5.1 to 5.4--exhibit 5.5

ISJ RMD organizational chart-exhibit 6.1

ISJ Proof of enrollment with the Department of Criminal Justice Information Services (DCJIS}-exhibit 6.2

ISJ List ofRMD staff, if known-exhibit 6.4

ISJ RMD statt-up timeline-exhibit 7.1

ISJ Proposed sliding price scale-exhibit 7.12

ISJ Certification of Assurance of Compliance: ADA and Non-Discrimination Based on Disability (original signed in blue ink)-part of Application Response Fonn

Addendums or attachments not specifically requested in this document or on Comm-PASS will not be reviewed.

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new england treatment access medical marijuana app

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