2 of3

March tst, 2016

Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncey Street, 11th Floor Boston, MA 02111

By Hand

Re: Request For Information

Dear Director Sheehan,

Healthwise Foundation, INC

Thank you for the opportunity to provide the requested information to the Department. We are confident that the materials herein will satisfy the requests outlined in your letter of Feburary 9, 2016.

I hope this aids in your evaluation of the Health wise Foundation, IN C's Management and Operations profiles. We are excited to work with the Department as we seek an invitation to submit our Siting Profiles.

I am available 24 hours a day, 7 days a week to answer any further questions, and shall do all within my power to make myself and the Healthwise Foundation as open as possible. If any further information is required to inform your decision, I will be happy to provide it immediately.

mrector Healthwise Foundation

RECEIVED MAR 0 1 2016

MA Dapt of Public Ht 99 Chauncy !tree Boston. MA 02111

Hcallhwisc Foundation. INC

Application 2 of 3 Applicant Non-Profit Corporation -------------

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education fonn must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education fonn for each of the above individuals when submitting a Management and Operations Prqfile to the Department of Public Health.

Name _ ________ ___.

Residential Address

Title (at applicant non-profit corporation)

I Chief Operntions Officer

Name of Applicant Non-Profit Corporation

Highest Education Attained - Institution, Degree, and Year

No Fonnal Degree

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

Application 2 of 3 Applicant Non-Profit Corporation Healthwise Foundation, INC

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

Employer Title Time Period

Bukharian Communities Ctr. of Jamaica Estates Operations Manager 2004 - Present

JRJ Metro Realty, LTD Manager 2005 - Present

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

2/16/16

Date Signed

Man:1111"m,•nt itnrl On1•r:uion~ Pmfil1• FmnlnvmPnt nnn F'rhwntinn F'nrrn - Pnu1• J

Date: 8/20/2015 4:25:00 PM MA SOC Filing Number: 2015431 35910

Application 2 of 3 Healthwise Foundation, INC

--

The Commonwealth of Massachusetts William Francis Galvin

Secretary of the Commonwealth, Corporauons D!Vlsion One Ashbunon Place, 17th floor

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

- - . . . - -- --- -.: . -·-

Minimum Fee: SJS.00

$p•<i•I Filln• Jns1ru<llon1

- - -

Articles of Organization (General Laws. Chapter 180)

- - - . - - - •' - - - - - - . - - - --- - - , -Identification Number: 0011 86405

ARTICLE I

The exact name of the corporation is

HEALTHWISE FOUNDATION. INC

ARTICLE II

The purpose of the corporation 1s to engage in the following business act1vil1es

ANY OR ALL PURPOSES ALLOWED UNDER M.G.L. CHAPTER 180 SECTION 4. OR .-\NY RELEV ANT ACTS PASSED BY THE MASSACHUSETTS STATE LEGISLATURE AND ENTERED INTO THE MASSACHUSETTS GENERAL LAWS.

ARTICLE Ill

A corporation may have one or more classes of members. If it does. the designation of such classes. the manner of election or appointments, the duration or membership and the qualifications and nghts, including voting nghts. of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

THE CORPORATION SHALL HA VE NO MEMBERS.

ARTICLE IV

Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporal1on for ts voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of rts directors or msmbers, or of any class of members. are as follows: (If there are no provisions state "NONE")

I

THE PERTINENT INFOR.i\1ATION MAY BE SET FORTH IN THE BYLAWS

Notes Tt>e preceomg four (4) atflcles ere considered ro be permanem and may only be changeri by filing apprcpr;are Amcles of Amendment

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

ARTICLE VI

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

i

Application 2 of 3 Healthwise Foundation, INC

08120/2015

ARTICLE VII

The information contained in Article VII is not a permanent part or lhe Articles of Organization

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

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

Tiile lndivid1..1al Name

PRESIDEN T

TREASURER

CLERK

DEPUTY DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

c. The fiscal year (i.e., tax year) of the business entity shall en December

Address ('lo PO Box)

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

Name

E)(piration

of Term

Application 2 of 3 Healthwise Foundation, INC

r . . • I ' t • ~ • t • I f I I I p p p I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knon·ledgc the abo"e-named officers ban not I • I II I I • O t I I ed, explain:

IN WITNESS WHEREOF ANO UNDER THE PAINS AND PENALTIES OF PERJURY, Ul\e, \\hose signature(s) appear below as incorporator(s) and whose namc(s) and business or residential address (es) beneath each signature do hereby associate with the intention of forming this business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as ini;orporator(s) thi£ 20 Day of August, 2015. (Jf an eristing co1poration is acring as inco1pora1oi- np~ in the exacc name oj the busmess enciry, the state or other Jurisdiction wht:re a \ias mcorpomred, rhe name of the person signing on behalf of said business entity and the tic le he site holds or other awhonr; b.\ ,~, 1• •I""

Cl 2001 2015 Commonwealth o~ Man acl'h.lsctu; All Rights Reserved

MA SOC Filing Number: 201543135910 Application 2 of 3

Date: 8/20/2015 4:25:00 PM Healthwise Foundation, INC

THE COMMONWEAL TH OF MASSACHUSETTS

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

that the provisions of the General Laws relative to corporations have been complied with,

and l hereby approve satd articles; and the fihng fee having been paid, said articles are

deemed to have been filed with me on:

August 20, 2015 04:25 PM

WILLlAM FRANCIS GAL VI!\

Secrerary of the Commom.,,eailh

Hcalthwisc Foundation. INC

Application 1.. of~ Applicant Non-Profit Corporation ~~~~~~~~~~~~~~~~~

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

d Executive Direc cvelopment, LT

ation. Said note has been submitted for

A further RPT has been conducted with Board membe s been assisting Heallhwisc Foundation with municipal planning and zoning matters on a short term contmct basis. Said contmct has been submitted for review by the DPH along with an independent legal opinion.

A proposed RPT has been contemplated wit n an independent contnictor basis for development of a physical and operational security system an p an: a un er proposed RPT is contemplated with IJU Agency for provision of insur.mce, a brokerage where Deputy Director Chris Aco!tta is an employee. Any formal agreements that may arise from these contemplated instances shall be submilled lo the DPH along with independent legal opinions immediately.

Information on this page has been reviewed by lhe indicated by the initials of the authoriLed signatory

here provided by the applicant, is accurate and complete, as

Management and Operations Profile Page 6

Hcullhwisc Fouo<lation. INC

Application~ of-~ Applicant Non-Profit Corporation---------------

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

As noted earlie n uncom ensated mellllof Directors for the Healthwise Foundation. IN . u i.crvc~ us \..r.u evelopme evelopment, LTD has issued a promissory note on behalf of the Heal ation. A copy o sa1 note along with independent legal opinion have been submitted to the DPH for review.

n unco er of the Board of Directors for the Healthwise Foundation. INC. t • • I . I II t

• a so mamtams a egal private prnctic has been retained to assist Healthwise Foundation on municipal planning and zoning matters related to real estate acquisition. A copy of the letter of engagement along with independent legal opinion ha.'i been submitted to DPH for review.

Information on this page has been reviewed by the indicated by the initials of the authorized signatory

provided by the applicant, is accurate and complete. as

Management and Operations Prolile Page 8

Hcalthwisc Foundation, INC

Application L of.}__ Applicant Non-Profit Corporation---------------

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

Healthwise Foundation shall establish a charitable trust fund lo supplement provision of mnrijuana for medical use lo VFH patients as part of the Healthy Soul Initiative. Heahhwise Foundation expects up 10 35% of their patients statewide to enjoy some fonn of supplemental assistance.

This trust fund shall be overseen by the Gener.ti Counsel in conjunction with patient advisors :rnd will reinvest IOO% of donations to this progr.am. In addition lo direct funding from Healthwisc Foundation. INC .• non-VFH patients and caregivers will be given opportunities to donate funds at the time of their purchase and during appeals to help their follow patients.

Potential VFH patients who are eligible for for assistance under the factors outlim:d in 105 CMR 725.Cl04 shall be considered in compliance for assistance from the Healthy Soul lnitialive. including access to reduced price or no cost MMJ.

The Gener.al Counsel shall review insurance and/or financial records submined by the patient in support of their eligibility, and such records shall be enlered into a confic.lentinl patient file. The General Counsel shall then interview the patient and explain the HSI protocols and !>ystems.

Any denial shall be explained in writing. with notice on how to begin an appeal process. Patients who qualify as eligible for the system shall be scored on an income and need-based sliding scale. with assistance rnnging from a 10% discount 10 no-cost services.

Information on thii. page has been re\ iewcd by the indicated by the initials of the authorized signatory

•re provided by the applicant. is accurate and complete, as

Management and Operations Profile - Page 29

Hcallhwisc Foundation. INC

Application 1::_ of~ Applicant Non-Profit Corpomtion ---------------

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

Yes 121 No 0

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

Yes 121 No 0

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

Heallhwise Foundalion has executed an memonmdum or understanding in contemplation or engaging the services or IJU Agency LTD, a national insurance broker licensed to do business in Massachusetls.

IJU Agency is a boutique firm specializing in custom policies for special-risk clients. !JU is especially well regurded in the field or insuring ultrn-high-value physical goods shipments. IJU's services shall be retained according to the written conflicts of inlerest policy. and uny conlracls shall be submiued to the DPH for review along with independent legal opinion.

All contemplated policy coverages.at minimum, shall meet the levels required in 105 CMR 725.I05(Q). that is, Gener.ii Liability coverage for no less than SI ,000,000 per occurrence and :!.000,()()() in annual aggregate: with identical numbers for Products Liability covemge. except as olherwise provided for by statute. The deductible shall be no less than $5,00<) per occurrence.

IJU will provide the Healthwise Foundation with at least two dedicated account managers with specialized training in the MMJ industry. as well as frequent onsite compliance seminars and inspections or ;111 covered propenics to assist compliance and identiry any upgrades to security or opemtions protocols.

All policies begin coverage on date of provisional licensurc or earlier as needed. All statutory repons shall be in form and manner required by DPH.

Information on this page has been reviewed by the indicated by the initials of the authorized signato

provided by the applicant, is accurnte and complete, as

Management and Operations Profile - Page 31