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CHARLES D. BAKER Governor KARYN E. POUTO Li eutenant Go-...or INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 11th Floor, Boston, MA 02111 MARYLOU SUDDERS Secretary MONICA BHAREL, MO, MPH Coonmlsaloner Tel: 117-660·5370 - .mua.govlmedlcalmarijuana MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to Registration to Operate a Registered Marijuana Dispensary This application form is to be completed by a non-profit corporation that wishes to apply for a Certificate of Registration to operate a Registered Marijuana Dispensary ("RMD") in Massachusetts, and has been invited by the Department of Public Health (the "Department") to submit a Management and Operations Profile. Once invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile within 45 days from the date of the invitation letter, or the applicant must submit a new Application of Intent and fee. If invited by the Department to submit a Management and Operations Profile for more than one proposed RMD, you must submit a separate Management and Operations Profile, attachments, and application fee for each proposed RMD. Please identify each application of multiple applications by designating it as Application I, 2 or 3 in the header of each application page. Please note that no executive, member, or any entity owned or controlled by such an executive or member, may directly or indirectly control more than three RMDs. However, even if submitting a Management and Operations Profile for more than one RMD, an applicant need only submit one background check packet, including authorization forms for all required individuals, and fee associated with the background checks. Unless indicated otherw is e, all responses must be typed into the application fonns. Handwritten responses will not be accepted. Please note that character limits include spaces. Attachments should be labelled or marked so as to identify the question to which it relates. Each submitted application must be a complete, collated response, printed single-sided, and wlffi. a .... binder clip (no ring binders, spiral binding, staples, or folders). g 9.. '.:> -0 §- <!2 B' -a :t .... (')"' --g s- I I .

The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

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Page 1: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

CHARLES D. BAKER Governor

KARYN E. POUTO Lieutenant Go-...or

INSTRUCTIONS

The Commonwealth of Massachusetts Executive Office of Health and Human Services

Department of Public Health Bureau of Health Care Safety and Quality

Medical Use of Marijuana Program 99 Chauncy Street, 11th Floor, Boston, MA 02111

MARYLOU SUDDERS Secretary

MONICA BHAREL, MO, MPH Coonmlsaloner

Tel: 117-660·5370 - .mua.govlmedlcalmarijuana

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to Registration to

Operate a Registered Marijuana Dispensary

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

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

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

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

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

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

Each submitted application must be a complete, collated response, printed single-sided, and 5!,{~d wlffi. a .... binder clip (no ring binders, spiral binding, staples, or folders). g ~ 9.. ~

-· '.:> -0 ~.:' §-

<!2 B' -a :t .... (')"' --g s-

I

I .

Page 2: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation _ _ _ __________ _

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

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, I I th Floor

Boston, MA 02111

All fees are non-refundable and non-trnnsfernble.

REVIEW

Applications are reviewed in the order they are received.

After a completed application packet and fee is received by the Department, the Department will review the infonnation and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they have met the standards necessary to be invited to submit a Siting Profile.

PROVISIONAL CERTIFICATE OF REGISTRATION

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

REGULATIONS

For complete information regarding registration of an RMD, please refer to I 05 CMR 725. l 00.

It is the applicant's responsibility to ensure that all responses are consistent with the requirements,Qf 105 CMR 725.000, et seq., and any requirements specified by the Department, as applicable. o:i :g ~ 0

~ <?<:> <> Ci.,.'£ -i

PUBLIC RECORDS ~ § ~ t-=>

~~'~ t Please note that all application responses, including all attachments, will be subject to release e,ursUa.nt t&':h public records request, as redacted pursuant to the re,quirements at M.G.L. c. 4, § 7(26). ~ :!?. ~ u;

5'

QUESTIONS

If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-53 70 or [email protected].

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

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

Management and Operations Profile - Page 2

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation--------------

CHECKLIST

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

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

0 A copy of the Corporation's Articles of Inco1poration

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

0 A copy of the Corporation's bylaws

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

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

0 A completed Remittance Form (use template provided)

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

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

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

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

Management and Operations Profile - Page 3

Page 4: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

Holistic Industries, Inc.

I. . 3 f 3 App icatlon __ o __ Applicant Non-Profit Corporation _____________ _

SECTION A. APPLICANT INFORMATION

I. Holistic Industries, Inc.

Legal name of Corporation

~ : II . t t It t < t I Chief Executive Officer

3.

Address of Co oration (Street, City/Town, Zip Code)

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

5. Applicant point of contact's telephone number

6. Applicant point of contact's e-mail address

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

3

SECTION B. INCORPORATION

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

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

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

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

e provided by the applicant, is accurate ond complete, as

Management and Operations Profile - Page 4

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

SECTION C. NON-PROFIT COMPLIANCE

Answer each of the questions below to explain how the Corporation will remain in compliance with the non­profit requirements of Ch. 369 of the Acts of 20 I 2, the regulations at I 05 CMR 725.000, and "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance." Please refer to the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" document in completing this form.

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

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

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

d c provided by the applicant, is accurate and complete, as

Management and Operations Profile - Page S

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

Holistic Industries proposes lo enter loan agreements with: (I) Holistic Remedies LLC (contributor of n mnjority of the initial capital required for RMD operations).and (2) Richard Genderson and Staci Walkes, husband and wife (contributors for remnining amount of initial capital required for RMD operations).

Interest rates related to either of the proposed loan agreements will not exceed 14%. The proposed loon agreements will contain commercially reasonable terms and will only involve compensation at fair market value in full compliance with MA law.

Holistic Industries will require all interested panics to disclose their relntionship in any Related Party Transaction to the Board of Directors in accordance with the Conflict of Interest provision contained in Anicle VI, Section 7 of our Bylaws. Pursuant to our Bylaws, (I) such interested persons are not permitted to vote on nny Related Party Transactions, and (2) an affirmative vole ofa majority of the disinterested Directors is required before Holistic may enter into any such contract.

Holistic Industries is prepared to provide nn independent legal opinion thnt the proposed loan agreements comply with the Regulations.

See response to Question 14 for more infonnation

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

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

Management and Operations Profile - Page 6

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Holistic lnduslries, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation----------------

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

Clerk of the Bonrd of Directors (and also ChiefOpernting Officer), will also serve as an employee of the proposed RMD. His employment titles will include Cultivation Supervisor and Security Supervisor.

In his role as Cultivation Superviso ill be responsible for the oversight and management of all RMD activities related to marijunnn for medical use cultivation onrr:iort i?c!uding but not limited to design nnd implemcnmtion of the RMD cultivntion and processing pla •ill also ensure all cultivation nnd processing stofT are properly trained, develop and mnnage all remediation efforts related to cultivation/processing operational issues, and liaise with DPH (re: records nnd inspections).

In his role as Security Supervis ·n be responsible for the oversight and management of the RMD security plan and security operations, including but not limited the purchnse and installation of all security equipment, implementntion of the security personnel training program, man:iging RMD relationships with local commercial security services providers (re: equipment and monitoring), managing outreach and communication efforts with local police depllrtments, and liaising with DPH.

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

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

Management and Operations Profile - Page 7

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Holistic lndustrics, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation ______________ _

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

ember of the Bonrd of Directors ofRMD npplicant Holistic Industries, Inc. (ond also CEO and ficial/executive of Holistic Remedies, LLC, the investor-entity responsible for contributing a

majority of the initial capitnl required for proposed RMD operations. Mis titles at Holistic Remedies include Managing Member, Chninnan of the Board of Directors, President and CEO/Executive Director.

I Additionally, Holistic Industries' Director and Treasurer/CF individuals, will contribute the remaining amount of necessa • I I ti .~. I

ong with his wife Staci Walkes, as d for RMD operations.

nd ill recuse from voting on any RMD matters which present interest pursuant to Holistic Industries' conflict of interest policies set forth in Article

lnformntion on this pnge has been reviewed by the app indicated by the initials oflhe authorized signatory her

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

Management and Operations Profile - Page 8

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Holistic Industries, Inc. 3 3

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

15. Please identify any contract or agreement, executed or proposed, under which 11 percentage or portion of the applicant's revenue will be distributed to a third party and summarize the terms of any such agreement or contract.

Holistic Industries does NOT have any contract, cxeculed or proposed, under which a percenlnge or portion of the RMD's revenue will be distributed lo n lhird party. Accordingly, this question is NOT APPLICABLE.

The applicant agrees and attests that it will operate in compli.ance with all applicable state laws and regulations, including, but not limited to, laws regarding child support and taxation, as well as the "Guidance for R istered Mar·· na Dispensaries Regarding Non-Profit Compliance."

Print Name of Authorized Signatory

Information on this page has been reviewed by 19111'1> · indicated by the initials of the authorized signatory her

09/29/2015

Date Signed ChiefOpernting Officer, Dircclor, Clerk

Title of Authorized Signatory

where provided by the applicant, is accurate and complete, ns

Management and Operations Profile - Page 9

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

SECTION D. EXPERIENCE

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

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

CEO~Schneider's of Capitol Hill, a family-owned and operated wine shop and one of the top retail~ns worked at Schneider's since graduating from the University of Maryland with a BS in Plant Genetics/Horticulture in 1978. As Schneider's VP, he is responsible for day to day operations, including interfacing with top customers, staffing, purchasing, advertising and promotions, and the company's award-winning website, Ce lier.com. In its 66 years of existence, Schneider's has never been cited for a violation by Washington DC's Alcoholic Beverage Regulation Administration. He also has business experience as a Managing Member of Karajoel LLC, a commercial real estate company with holdings in DC.

on-profit experience includes serving as a Board Member of ( 1) Capitol Hit I Association of Merchants and ro ess1on11ls, (2) Capitol Hill Village, a volunteer based non-profit helping aging residents remain in their homes, and (3)

Barracks Row Main Street, an economic development non-profit working with the DC and federal government to improve conditions of this historic locnl street. He has also volunteered for several non-profit fund-raisers, including the National Brain Tumor Society, Starlight·Starbrighl Children's Foundation Mid-Atlantic and lnovn Hospital.

COO is President of Schneider's and has overseen its growth to over S 14MM in revenue. As President, Josh oversees shop operations i~cludinr the development and growth of Schneider's website Cellar.com, n nntionnl platfonn for wine and spirit sal is also General Manager of Holistic Remedies and Organic Wellness, 2 ofDC's top licensed Cultivation Centers and the only operators to focus on high CBD strains suitable for children-patients suffering from seizures.

Josh is a member of the Young Presidents Organization, DC Chapter. His non-profit experience includes serving as Bonrd Member of Hearts Delight, a subsidiary of the American Heart Association and American Stroke Association.

Treasurer of Schneider's and has nt times served ns Pr Universi m wt a Clegree in Management. Thereafter, he worked S years 11 Manger and Sales Manager before joining Schneider's.

graduated Adelphi ons as General

- profit experience includes serving as Board Member of (I) the National Brain Tumor Society, (2) MEI Futures Academy, a charter school for unwed mothers and daycnre for their infants, and (3) Starlight-Slarbright Children's Foundation Mid-Atlantic (including tenures as Treasurer, VP and President), a non-profit dedicated to improving the quality of life for children with chron--·c life-th tening illnesses and life-altering injuries by providing entertainment, education and family activities. Also rves as a Board Member of SWC Tempe and SWC Prescott, non-profit medical marijuana companies licens cultivate and dispense.

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

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

Management and Operations Profile - Page I 0

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Holistic (nduslries, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation _______________ _

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

s Managing Member and CEO/President of Holistic Remedies LLC, the District of Columbia's first beens me 1co manJunna Cultivation Center, offering a variety of high quality medical marijuana strains, including high CBD strains, and medical marijuana infused products to qualifying DC patients since 2012. Holistic Remedies is one of only 7 operational Cultivation Centers in the District a- as a rfe · nee record to date, undergoing comprehensive regulatory inspections on a monthly basis ealth care services extend to his volunteer work at fund-raisers for several health care non-profit organizations, including the National Brain Tumor Society, Starlight-Stnrbright Children's Foundation Mid-Atlantic and !nova Hospital.

C~n is General Manager of both Holistic Remedies LLC and Organic Wellness LLC, two of the top Ii;~ Centers in Washington DC, home of one of the country's most highly regulated medical marijuana programs. Under his tenure, both licensees have become the District's only operators to cultivate and manufacture high CBD medical marijuana products produced specifically to address qualifying registered children-patients suffering from seizures and associated symptoms. These trend setting health care companies have flawless compliance records and boast a strong relationship with program regulators, including the Metropolitan Police Department.

• CF ealth care experience includes serving as Board Member of(l) the National Brain Tumor Soc nderny, a charter school for unwed mothers and daycare for their infants, nnd (3) Starlight-Starbright Children's Foundation Mid-Atlantic (including tenures as its Treasurer, VP and President), a non-profit dedicated to improving the quality oflife for children wilh chronic life-threatening illnesses and life-altering injuries by providing entertainment, education and family activities.

serves as a Board Member of SWC Tempe and SWC Prescott, each a non-profit medical marijuana company 1cen by the state of Arizona pursuant to its highly regulated program serving thousands of the state's registered

patients for the last several years. Both companies hold licenses for a Dispensary (located in Tempe and Prescott, respectively) and a Cultivation Center (indoor and greenhouse facilities located in Wickenburg and Chino Va1ley).

s also Managing Member and CEO/President of Organic Wellness LLC, a Cultivation Center licensee vetted and pp~ e by Washington DC's Medical Marijuana Program regulators. Organic Wellness was among the quickest

licensees 10 build out its commercial facility and commence operations pursuant to District law.

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

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

Management and Operations Profile - Page 11

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

. . s Managing Member and CEO/President of Holistic Remedies LLC, the District of Columbia's . , • • i - : JUana Cultivation Center, offering 11 voriety of high quality medical marijuana strains, including

high CBD strains, and medical marijuana infused products to qualifying DC patients since 2012. Holistic Remedies is one of only 7 operational Cultivation Centers in the District and has a perfect compliance record to date, undergoing comprehensive regulatory inspections on a monthly basis. In addition to its exemplary status as a model licensee, medical-grade products manufactured by Holistic Remedies have never failed testing and are regularly requested by name from registered District patients.

COO s General Manager of both Holistic Remedies LLC and Orgonic Wellness LLC, two of the top licensed Cultivation Centers in Washington DC, home of one of the country's most highly regulated medical marijuana programs. Under his tenure, both licensees have become the District's only operators to cultivate and manufacture high CBD medical marijuana products produced specifically to address qualifying registered children-patients suffering from seizures and associated symptoms. Both companies have nawless compliance records, boast strong relationships with program regulators and the Metropolitan Police Department, ond hove consistently supplied safe, high-quality medical-grade marijunna products to the District's 4200+ registered patients. Neither cultivation facility has suffered a crop failure or large-scale pest/disease infiltration and are leading the program in the consistent supply of top quality medicine,

C cs as a Board Member ofSWC Tempe and SWC Prescott, each a non-profit medical m nJunnn company 1cens by the state of Arizona pursuant to its highly regulated program serving thousands of the state's registered patients for the last several years. Both companies hold licenses for a Dispensary (located in Tempe ond Prescott, respectively) and n Cultivation Center (located in Wickenburg ond Chino Valley). The AZ cultivation facilities include indoor and greenhouse cultivation methods to provide a consistent and predictable supply of medical-grade marijuano products and affordable price points.

also Managing Member and CEO/President of Organic Wellness LLC, a Cultivation Center licensee vetted and approved by Washington DC's Medical Marijuana Program regulators. Organic Wellness was awarded a license during the program's second round of issuances in 20 I 4 and was among the quickest licensees to build out its indoor cultivation facility and commence operations.

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

Information on this page has been reviewed by the appli indicated by tbe initials of the authorized signatory here:

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

Management and Operations Profile - Page 12

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Holistic Industries. Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

olistic Industries' COO, Cultivation Supervisor and Security Supervisor is responsible for both or mei:lical use cultivation operations and for the RMD security plan and security operations. He has extensive

real world experience providing services for marijuana for medical purposes by virtue of his tenure as General Manager position with both Holistic Remedies LLC and Organic Wellness LLC, two out of the 7 operatioruil licensed Cultivation Centers in Washington, DC's stringent Medical Marijuana Program. Notably, the DC program is substantially similar to that of the Commonwealth's, particuhirly in regards to comprehensive cultivation standards and strict security regulations, thereby lending to Mr. Genderson's ideal skill set for Massachusetts RMD operations.

Since 2012,~as overseen cultivation operations of the District of Columbia's first licensed Cultivation Center. His ~elude managing the design and build-out of 2 sophisticated, commercial indoor medical marijuana cultivation facilities, securing all necessary cultivation equipment and tools (e.g. lighting systems, hydroponic systems, environmental control systems and nutrient lines), securing nil necessary processing equipment nnd tools (e.g. extraction machines, packaging/label machines), and vetting, staffing and managing cultivation/processing personnel. Mr. Genderson is one of the most experienced cultivation managers in the country whose background is exclusively in a fully legal, medical-only state-run program. He successfully managed a licensed Cultivation Center from the initial licensing process through the program's roll-out and gradual regulatory changes.

Contempornneousl- overseen the security plan and security operations of2 licensed medical marijuann compan~ responsibilities include liaising with DCs Metropolitan Police Department on behalf of the Cultivntion Centers, ensuring operational and securily-measure compliance with program regulations, managing updates/upgrades to facility security plans (particularly as regulations have changed over time), securing all necessary security equipment (e.g. alarms, motion detectors, controlled-ac.cess equipment, locks, snfes, surveillance equipment, etc.), and vetting, staffing and managing secu of whom are FOP members and retired law enforcement. To ensure an enhanced security environmen orks hand-in-hand wilh local District commercial security providers with regards to preferred m es and updated equipment and operational policies.

hosted District regulators on countless site-inspections and has maintained a flawless record to dnte. 1s compames now supply safe, medical-grade medical marijuana products for over 4200 qualifying DC patients. His

reputation in the District as a compliance-first manager is well known to program regulators and industry insiders.

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

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

Management and Operations Profile - Page 13

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Holislic lnduslrics, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

SECTION E. OPERATIONS

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

Plant Care: Our RMD's sister operations in Washington, DC will provide the model for our MA cultivation plnn, pnrticularly with regards to proven genetic selection npproprinte for MA qualifying conditions, customized nutrient schedule to maximize both quality and yield production, effective organic pest/disease prevention and control, and efficient hnrvest procedures. All vegetative and flowering plants will be tracked, analyzed and assessed on a daily basis by our highly trained indoor cultivation professionals using our proprietary inventory trncking software system aptly named Plant Manager to ensure a consistent, predictable supply of medical-grade marijuann. Actions will be taken to promote healthy growth and flower production leading to safe, pure, high quality, contaminant-free final products. To the extent necessary, an action plan will be developed by management and immediately followed by all relevant personnel to address any concerns (such as a pest/disease outbreak), especially those which could inadvertently affect our patients' health. Cultivation staff will monitor and evaluate plants at all stages of growth to determine necessary actions to maintain operational excellence.

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

Environmental Control: Perhaps the most crucial aspect of our RM D's cultivation procedures is our plan to maximize control over the facility's environment which promotes a snfe, sterile working workplace, healthy, vibr.int crop production, and mitigation of batch failure. To effectuate total environmental control, our RMD will: (I) compartmentalize facility rooms by function (e.g. nursery, grow rooms, trim room, dry/cure room, quarantine etc), (2) install a customized lighting plan, (3) install a customized HVAC system capable of reducing odor while enhancing air flow and exchange, (4) install sophisticated temperature and humidity controls, and (5) implement a stringent cleanliness and sterility program for all employees to follow.

Staffing: RMD cultivo1ion staff will be cross-trained to handle plants from germination/propagation through harvest, however teams will be assigned to specific specialized tasks to develop expertise at each major growth stage.

Information on this page has been reviewed by the app indicalcd by the initials of the authorized signatory he

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

Management and Operations Profile - Page 14

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

As is the case with our two sister operations in Washington DC, Holistic Remedies LLC and Organic Wellness LLC, our RMD intends to produces a limited number of MIPs initially then introduce new varieties as the market develops. Our product line will reflect an army of MlPs suitable to address MA's specific qualifying conditions- each condition is unique and requires a unique medication fonn. Leveraging our MIP production experience, we will quickly adapt our extraction lechniques and infusion recipes to local tastes. Ultimalely, our MIPs will be produced on a reliable and predictable basis, free of contaminants and with appropriate and consistent dosaging such that patients can monitor their medications and develop a regular regimen alongside their physician's recommendations.

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

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

Each oflhe above MIPs will be available in measured and consistent high and low potency dosages. Young patients can expecl half-sized capsules to facilitale ingestion and cherry/grape flavored tinctures and sprays.

Information on this page has been reviewed by the a .. d where provided by the applicant, is accurate and complete, as indicated by tJ1e initials of the authorized signatory h

Management and Operations Profile - Page 15

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

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

Extraction: Like our Washington DC affiliates, our RMD will install an APEX brand C02 extraction machine capable of safely producing medical-grade, contruninnnt-free extracts for use in MlP production. Specialized staff will be trained using internal manuals 1111d one-on-one sessions with experienced operators from our sister facilities. Using C02 ns a solvent, os opposed to harsh chemicals, pennits grenter control on extraction efficiency while utilizing n product that is not harmful to patient health. Note, after an extraction cycle, all resulting extracts will be purged of any residual solvent then tested to assess purity and cannabinoid profile.

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

Packaging: In a secure area, staff will package and label oil MIPs in opaque, tamper-proof, child-proof containers to (I) maintain MlP purity and integrity, (2) facilitate storage, and (3) prevent contamination. Compliant labels will be timely affixed.

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

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

Management and Operations Profile - Page 16

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

24. Provide a summary of the RMD's operating procedures for the provision for security at the RMD.

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

where provided by the applicant, is accurate nnd complete, as

Management and Operations Profile - Page 17

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Holistic Industries, Inc.

Application _3_ of_J __ Applicant Non-Profit Corporation---------------

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

Information on this poge hos been reviewed by the :i indicated by the initials of the authorized signatory h

d where provided by the applicant, is accurate and complete, as

Management and Operations Profile - Page 18

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Holistic Industries, Inc.

Application _3_ of l._ Applicant Non-Profit Corporation---------------

26. Provide a summary of the RM D's operating procedures for the storage of marijuana for medical use.

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

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

Management and Operations Profile - Page 19

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Holistic Industries, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation---------------

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

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

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

Management and Operations Profile - Page 20

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Holistic Industries, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation---------------

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

lnformalion on this page hi1S been reviewed by the app- · where provided by the applicant, is accurate and complete, as indicated by lhe initials of the authorized signatory he

Management and Operations Profile - Page 21

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Holistic lndus1rics, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation----------------

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

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

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

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

d where provided by the applicant, is accurate and complete, as

Management and Operations Profile - Page 22

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

Maintaining patient and caregiver confidentiality and privacy is critical to Holistic's patient-centric mission. As such. we will cross-train our Dispensary Manager to act as a Privacy Officer, akin to the head phannacist in a trnditional phannacy environment. The Privacy Officer will (I) manage the privacy seuings and accessibility of our electronic patient records, (2) safeguard all hard copies of patient files in a Jocked cabinet within their secured and monitored office, and (3) ensure all staffis properly trained to handle confidential information. Staff training, conducted annually, will include detailed handbooks, role playing scenarios and a comprehensive exam. Staff must pass the exam prior to continuing work at the RMD. Also, staff will affirm their commitment to maintaining patient confidentiality through the RMD's Code of Conduct, requiting signature and yearly re-affirmation.

Most patient information will be stored electronically in a manner protecting identifying information by assigning each patient an alphanumeric code and using such code when updating files. Only the Privacy Officer will have access to unredacted identifying information. Electronic records will be access-controlled by password such that only authorized staff trained in maintaining patient confidentiality in a pharmaceutical environment will be pcnniued to enter infonnation. The RMD will take measures lo ensure patient records are maintained in strict compliance with HlPPA guidelines.

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

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

Management and Operations Profile - Page 23

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

Our RMD is nn equnl opponunity employer. We will source staff from the local MA talent pool and hire bnsed on qualifications and experience. All candidates must submit 3 references, pass a comprehensive drug screen and CORI background check (no felony drug offenses). and be interviewed before being considered as a hire. Once vetted, staff will be hired on a probationary status to eosure they are an ideal tit. During orientation, staff will be trained inn classroom setting and one-on-one by management and operational experts sourced from our affiliates in Washington DC. CORI checks will be run annually on all employees to ensure continuing exemplary character.

Management: Managers must hove al least 5 years experience leading n tenm in a phannacy, retail, manufacturing/processing or other highly regulated business setting, ns the case may be.

Manufacturing: Core staff must hove experience with indoor horticulture, commercial kitchen, or botanical extraction and processing, as the case may be. Experience in medical marijuana is preferred but not required.

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

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

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

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

Management and Operations Profile - Page 24

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Holistic Industries, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation ______________ _

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

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

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

Management and Operations Profile - Page 25

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Holislic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation----------------

33. Provide a summary of the RMD's operating procedures for r~ord keeping.

Records related to RMD personnel, operating procedures, inventory/nudils, seed-to-sale marijuann and MIP tracking, wasle disposals, business records, and so on will be created and stored in Plant Mnnager, our proprietary web-based, HlPAA compliant, fully integrated record keeping softwnrc system developed by affiliates in Washington DC. All data can be exported via Excel and PDF files. Staff will be trained (and aMunlly retrained) lo create/update appropriate records nccording to their position. Staff handling patient records will be specially trained in maintaining patient confidentiality in nccordance with our RMD policy and HlPAA guidelines. Dispensary rcceptionisls nnd dispensing associates will be trained to properly ulilize the DPH-supported interoperable database for certification and possession verification.

Records will be created, maintained and backed up electronically using Plant Manager. Digital records will be password controlled with access limited to authorized personnel. All staff will be assigned unique ID numbers to use ns digital signatures when entering infonnation in the system so we can track employee activity by date/time/action. In some cases, particularly with audit records, duplicale hard copies will be crealed then secwely slored in a locked cabinet within the manager's office.

Managers of each of our facilities will ultimately be responsible for the accuracy and safeguarding of all RMD records ond to make records available to DPH upon request.

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

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

Management and Operations Profile - Page 26

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Holistic Industries, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation---------------

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

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

Educational material will include: information to assist in the selection of products (eg, effects, dosages, forms, routes or administration, etc), tracking sheets to assess the effects of strains/products over time, proper dosages and titration for different routes of administration (with a focus on using the smalled amount of medicine to achieve the desired effect), potency impacts, warnings against driving and machinery operation under the influence of marijuana, warnings of the potential associated health risks and that marijuana hnsn't been tested by the FDA so infonnation of side effects is limited, warnings to keep marijuana away from children, facts regarding substance abuse signs and symptoms (including local treatment program referrals), and statements that patients may not distribute marijuana to any other individual and that they must return unused, excess or contaminated product to our RMO for disposnl.

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

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

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

Management and Operations Profile - Page 27

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation _____________ _

35. Provide a summary of the RMD's operating procedures for patient or personal caregiver home-delivery, if the RMD plans to provide home-delivery services.

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

tr. I .t • •I' t rovided by the applicant, is accurate and complete, as

Management and Operations Profile - Page 28

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Holistic lnduslries, Inc.

Application _3_ of _3 __ Applicant Non-Profit Corporation----------------

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

Holislic will offer registered qualifying patients with verified financial hardship subsidized access to products nnd services on 11 sliding scale basis delermined by need (potentially up to I 00°/o off of retail prices). Additional discounts may be earned based on our patient loyalty program described below.

To qualify for hardship subsidies, a patient must complete our Subsidy Request Application Form and submit proof of hnrdship, such as pay stubs, recenl tax returns or SSl letters, which will be reviewed by dispensary management who will ullimately decide the appropriate level of discount Qualifying patients will have to renew their participalion in the hardship program on an annual basis.

In recognition of the diverse qualifying conditions, some of which are besl addressed using vaporizntion ns a means of administralion, our RMD will offer discounts and/or deferred payment plans for hardship program participants to purchase vaporizer equipment. Such equipment can be relatively expensive for the highest qualily products, so we will take sleps to assure nffordability and nccess to these preferred medical devices.

To qualify for the loynlty program, subsidy program participants simply need to regisler with our RMD to trnck their purchases and frequency of visits over time. Upon reaching pre-designaled payment benchmarks or meeting frequency criteria, patients will enm discounts on products and services in oddition to, not in lieu of, any other hardship discounts available.

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

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

Management and Operations Profile - Page 29

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation---------------

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

All Dispensary Agents will be trained upon hire and will also undergo annual re-training (minimum 8 hours annually). Training will be conducted by management, experienced personnel nndlor subject matter experts including MA licensed attomeys and top staff from our Washington DC affiliates, as the case may be. Initial training takes place during orientation utilizing group seminars, one-on-one training based on position responsibilities, role playing modules and quizzes to reinforce learning.

Training subjects include: MA medical marijuana program and legal compliance, product offerings (eg, strains, forms), dosaging for various disease states, administration methods and available devices, patient confidentiality protocol, patient counseling methods, pharmaceutical/clcon room environment maintenance, security system operation, record keeping and inventory system functionality, emergency procedures, ond our RMD rules, policies and procedures. Upon successful completion of any training session, trainees will be issued a Certificate of Completion, which will be required before continuing work, nnd a handbook containing RMD policies and procedures.

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

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

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

Management and Operations Profile - Page 30

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Holistic Industries, Inc.

Application _3_ of_3 __ Applicant Non-Profit Corporation----------------

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

Yes IZI No 0

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

Yes J;ZJ 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.

Holistic Industries intends to utilize Lloyds of London, the liability insurance provider for our Wnshington DC affiliates, Holistic Remedies LLC and Orgllllic Wellness LLC. Accordingly, Holistic Industries will ensure in~'Urance coverage in full compli1111ce with 105 CMR 725.105 (Q). Specifically, our RMD will obtain and maintain general liability insurance coverage and product liability insurance coverage for no Jess than $1,000,000 per occurrence and $2,000,000 in aggregate, annually. The deductible for our liability policy shall not exceed $5,000 per occurrence.

As was the case with our sister companies in DC, we expect to secure an insurance policy in line with the above mentioned coverage terms immediately following the provisional acceptance of our application by the Commonwealth. Notably, our affiliates currently maintain similar insurance coverage.

To the extent Holistic Industries is unable to obtain the intended coverage, we are prepared to place S250,000 in escrow to be expended for coverage of liabilities. This escrow account will be replenished within 10 business days of any expenditure in accordance with 105 CMR 725.105 (Q) (l).

Holistic Industries will provide reports documenting compliance with 105 CMR 725.105(Q) in a manner and form detennined by DPH pursuilllt to 105 CMR 725.IOS(M)

Information on this page hns been reviewed by the app indicated by the initials of the authorized signatory her

e provided by the applican1, is accurate and complete, as

Management and Operations Profile - Page 31

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Holistic Industries, Inc.

I. . 3 3 App 1cat1on __ of __ Applicant Non-Profit Corporation _____________ _

SECTION F. CAPITAL CONTRJBUTORS

List all persons and entities known to date that are committed to contributing 5% or more of initial capital to operate the proposed RMD. For entities contributing initial capital to operate the proposed RMD, list the entity's Chief Executive Officer/Executive Director and President/Chair of the Board of Directors.

Attach additional tables if needed.

Individual Name

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

Amount of Initial Capital Committed

Percentage of Initial Ca ital Committed

$ 80,000.00 6.15%

$ 80,000.00 6. I 5%

$

$

$

where provided by the applicant, is accurate and complete, ns

Management and Operations Profile - Pogc 32

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Holistic lnduslries, Inc.

A I. . 3 of _3~­PP 1cahon __ Applicant Non-Profit Corporation---------------

Entity Name

Holistic Remedies, LLC

Leadership Names

Entity CEO/ED:

Entity CEO/ED:

Entity President/Chair:

Entity CEO/ED:

Entity President/Chair:

Entity CEO/ED:

Entity President/Chair:

Entity CEO/ED:

Entity President/Chair:

lnfonnation on this page has been reviewed by the app indicated by the initials of the authorized signatory her

$

$

$

$

$

Amount of Initial Capital

Committed

1,140,000.00

Percentage of Initial Capital

Committed

87.7%

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

Management and Operations Profile - Page 33

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Holistic Industries, Inc. 3 3

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

ATTESTATIONS

Signed under the pains and penalties of perjury, 1, the authorized signatory of the non-profit applicant corporation, agree and attest that all information included in this application is complete and accurate and that 1 have an ongoing obligation to submit updated information to the Department if the information presented within this application has changed.

09/29/2015

Date Signed

Chief Operating Officer, Clerk, Director

Title of Authorized Signatory

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

Print Name of Authorized Signatory

Chief Operating Officer, Clerk, Director

Title of Authorized Signatory

Information on this poge hns been reviewed by the app indicated by the initials of the authorized signatory her

09/29/2015

Date Signed

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

Management and Operations Profile - Page 34

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SECTION B. INCORPORATION. Question 8

I

MA SOC Filing Number: 201534504060 Date: 6/10/2015 2:54:00 PM

The Commonwealth of Massachusetts William Francis Galvin

Secretary of the Commonwealth, Corporations Division One Ashburton Place, l 7th floor

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

Identification Number: 00I176982

ARTICLE I

The exact name or the corporation is:

HOLISTIC INDUSTRIES. INC.

ARTICLE II

Minimum Fee: 535.00

Sngd1! FD!ng lg!lrg<t!m Pl- Ille on aa apcdilcd basis (1$ l\Uiddy as po11ible)

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

THIS CORPORATION IS ORGANIZED FOR ANY CIVIC. EDUCATIONAL. CHAR.lT ABLE. BENEV OLENT OR RELIGIOUS PURPOSE. FOR nm PROSECUTION OF ANY ANTIOUARJAN. HISTORI CAL. LITERARY. SCIENTIFIC, MEDICAL. CIDROPRACTIC. ARTISTIC. MONUMENTAL OR MUSI CAL PURPOSE. AND FOR ANY OTHER LAWFUL PURPOSE PURSUANT TO M.G.L. CHAPTER 18 0 SECTION4.

ARTICLE Ill

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

l

l~~~~~~~~~~~~---i

ARTICLE IV

I Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or ot ils directors or members, or of any class of members, are as follows: (If there are no provisions state "NONEj

NONE

Notes: Tbs preceding four (4} slrlc/11s sro considered lo b11 p11rm111111nt end mey only be changed by ~ling opproprlsle Altlc/os of Amendment.

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

ARTICLE VI

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

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SECTION B. INCORPORATION. Question 8

date of filing.

ARTICLE VII

The Information contained in Article Vil is not a permanent part of the Articles of Organization.

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

No. and Street:

City or Town: State: MA Zip: 01103 Country: USA

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

Title

PRESIDENT

TREASURER

Ct.ERK

DIRECTOR

DIRECTOR

DIRECTOR

r Address lno PO Box) --

Address, C~y or Town, State, Zlp Code

Expiration of Term

Two years

Two years

Two years

Two yeal'$

Two years

_:J i 1 c. The fiscal year (I.e., tax year) of the business entity shall end on the last day of the month of:

December

d. The name and business address of the resident agent, If any, of the business entity Is:

Name: No. and Street: City or Town: Zip: 01103 Comtcy: USA

I/We, the below slgn ertify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not

so convicted, explain:

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SECTION B. INCORPORATION. Question 8

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, lvhose slgnature(s) appear below as incorporator(s) and whose name(s) and business or residential address (es) beneath each signature do hereby associate with the intention of forming this business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as lncorporator(s) this 10 Day of June, 2015. (If an existing corporation is acting as incorporator, type in the exact name of the business entity, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said business entity and the title he/she holds or other authority by ,,, ... , •1 • •1

c 2001 • 2015 Commonweallh of Mossachuseus AD Rights Reserved

Page 38: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

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

THE COMMONWEALTH OF MASSACHUSETTS

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

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

and I hereby approve said articles; and the filing fee having been paid, said articles are

deemed to have been filed with me on:

June 10, 2015 02:54 PM

WILLIAM FRANCIS GAL VIN

Secretary of the Commonwealth

Page 39: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

SECTION B. INCORPORATION. Question 8 MA SOC Filing Number: 201535265780 Date: 6/18/201511:05:00 AM

0

having a principal office a

The Commonwealth of Massachusetts William Francis Galvin

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

Boston, MA 02108-15 12 Telephone: (617) 727-9640

No Fee

Spgd1I flllng lmtrgrlfp11 Plc:ise expedh• liling

certify that pursuant lo G , , , e 1 ors and/or the president, treasurer and/or cle~ of said corporation has been made and that the name, residential street address, and expiration of term of the president, treasurer, clerk and each director are as follows: (Please provide the name and residental street address of the assistant clerk If he/she is executing this certificate of change. Also, Include the names of any additional officers of tho corporation.)

Title

PRESIDENT

TREASURER

CLERK

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

C 2001 • 2015 Commonwealth of Massachuaatt1 All Rights Reserved

Address (no PO Box) Expiration of Term

Two years

Two years

Two years

Two years

Two years

Twoye&B

Twoyeara

two years

, this 18 Day of June, 2015,

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SECTION B. INCORPORATION. Question 9

~

William Francis Galvin Secrctaty of ihc Commonwealth

~~ r5omnwnwea~ ff Jffassaclu"8elt& Jeatetay (/'th& eo-mmLm,1oeo/tA

Jtat~ %ture~ a101£tor1.~ ./l?fa.uadt.tt,.£ettiP 021cJS

Date: June 11, 2015

To Whom It May Concern :

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

HOLISTIC INDUSTRIES, INC.

is a domestic corporation organized on June 10, 2015

1 further certify that there are no proceedings presently pending under the Massachusetts Gen-

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

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

setts General Laws, Chapter 180, Section 11, I IA, or 11 B; that said corporation has filed all

annual reports, and paid all fees with respect to such reports, and so far as appears of record said

corporation has legal existence and is in good standing with this office.

Certificate Number: 15063706590

In testimony of which,

I have hereunto affixed the

Great Seal oflhe Commonwealth

on the date first above written.

>~~~ Secretary of the Commonwealth

Verify this Certificate at: http://corp.sec.state.ma.us/CorpWeb/Certificates/Verify.aspx

Processed by: smc

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SECTION B. INCORPORATION, Question 10

BYLAWS OF HOLISTIC INDUSTRIES, INC.

A Massachusetts Non-profit Corporation

Article I. Purpose

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

Article II. Seal and Fiscal Year

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

Article ill. Membership

Section 1. Enumeration. The initial Members of the Corporation shall be the fol· lowing:

• •

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

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

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SECTION B. INCORPORATION. Question 10

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

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

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

Article Iv. Member Meetings

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

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

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

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

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

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

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SECTION B. INCORPORATION. Question 10

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

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

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

Article V. Officers and Directors

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

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

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

Section 4. Directors. The initial Directors shall be those persons named as Direc· tors in the Articles of Organization and the Certificate of Change of Directors filed on June 181 2015. Thereafter, the Directors shall be elected biannually at the annu·

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SECTION B. INCORPORATION, Question 10

al Members meeting. The Members may, by vote of a supermajority of the member­ship interests elect from time to time additional Directors of the Corporation. Ex· cept as hereinafter provided, the Directors shall hold office until the next biannual Members meeting and until their respective successors are elected and qualified.

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

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

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

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

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

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

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SECTION B. INCORPORATION. Question 10

Article VI. Director Meetings

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

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

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

Section 4. Notice. No notice need be given for a regular or annual meeting. Forty­eight (48) hours' notice by mail, telegraph, telephone or word of mouth shall be giv· en for a special meeting unless shorter notice is adequate under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. No­tice of a meeting need not be given to any Director if a written waiver of notice, exe· cuted by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her.

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

Section 6. Action by Consent; Telephone Conference Meetings. Any action re· quired or permitted to be taken at any meeting of the Directors may be taken with· out a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the Director meetings. Such consents shall be treated for all purposes as a vote at a meeting. Members of the Board of Directors of the Corporation or any committee designated thereby may participate in a meeting of such Board or committee by means of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 7. Director Conflict of Interest. A Director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with

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SECTION B. INCORPORATION. Question 10

which the Corporation contemplates contracting or transacting business shall dis­close his or her relationship or interest to the other Directors acting upon or in ref· erence to such contract or transaction. No Director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested Directors shall be required before the Corporation may enter into such contract or transaction.

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

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

Article VII. Powers and Duties

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

Section 2. President. The initial President of the Corporation is Jonathan Gen· derson. The President shall be the Chief Executive Officer of the Corporation and as such shall have charge of the affairs of the Corporation subject to the supervision of the Board of Directors and shall preside at all meetings at which he or she is pre· sent. The President shall also have such other powers and duties as customarily be· long to the office of president or as may be designated from time to time by the Board of Directors.

Section 3. Treasurer. The initial treasurer of the corporation is Richard Gender­son. The Treasurer shall also have such powers and duties as customarily belong to

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SECTION B. INCORPORATION, Question 10

the office of treasurer or as may be designated from time to time by the President or the Board of Directors.

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

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

Article VIII. Indemnification

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

A person entitled to indemnification hereunder whose duties include service or re· sponsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary

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SECTION B. INCORPORATION. Question 10

or organization or of the participants or beneficiaries of, or other persons with inter· ests in, such subsidiary or organization to whom he or she had a fiduciary duty.

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

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

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

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

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

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

The right of indemnification under this article shall be a contract right inuring to the benefit of the Directors, Officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such Director, Officer or other person existing at the time of such amend­ment or repeal.

The indemnification provided hereunder shall inure to the benefit of the heirs, ex­ecutors and administrators of a Director, Officer or other person entitled to indemni­fication hereunder. The indemnification provided hereunder may, to the extent au-

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SECTION B. INCORPORATION. Question 10

thorized by the Corporation, apply to the directors, officers and other persons asso­ciated with constituent corporations that have been merged into or consolidated with the Corporation who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Corporation.

The right of indemnification under this article shall be in addition to and not exclu· sive of all other rights to which such Director or Officer or other persons may be en­titled. Nothing contained in this article shall affect any rights to indemnification to which Corporation employees or agents other than Directors and Officers and other persons entitled to indemnification hereunder may be entitled by contract or other­wise under law.

Article IX. Bylaw Amendments

These Bylaws may be altered, amended or repealed, in whole or in part, by the af­firmative supermajority vote of the interests held by all Members. The notice of a Member meeting for the purpose of voting on Bylaw amendments must contain a statement of the proposed alteration or amendment. The Directors may also make, amend or repeal these Bylaws in whole or in part and shall give written notice of such action to the membership before the next meeting of Members. Any such alter­ation, amendment or repeal by the Directors may then be altered, amended or re­pealed, in whole or in part, by the affirmative vote of a supermajority of the mem­bership entitled to vote thereon. Notwithstanding the above provisions of this Arti­cle IX, any amendment, alteration or repeal of a Bylaw by the Directors as provided for in this Article shall be valid and given full force and effect unless and until acted upon by the membership.

I hereby attest that the foregoing represents the Bylaws of Holistic Industries, Inc. and such Bylaws were duly adopted by the Board of Directors on July 1, 2015.

Dated: July 1, 2015

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Holistic Industries, Inc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Residential Address

Title (at npplicant non-profit corporation)

President, Director, Chief Executive Officer

Name of Applicant Non-Profit Corporation

I Holistk lndu"ries, loc.

Highest Education Attained - Institution, Degree, and Year

BS in l-lorticulture The University of Maryland 1978

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

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. . Holistic Industries, Inc.

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

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

Em lo er Title Time Period

Holistic Remedies LLC Managing Member, Director 2012-Present

Schneider's of Capitol l lill VP, Secretary, COO 1979-Present

Mnnagement and Opernlions Profile - Employment and Education Form • Pogc 2

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Holistic Industries, Inc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Residential Address

Title (at applicant non-profit corporation)

I Direclor

Name of Applicant Non-Profit Corporation

Highest Education Attained - Institution, Degree, and Year

Kumali High School in Kumali, Ukraine Diploma 1976

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

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Holistic Industries, Inc.

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

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

Employer Title Time Period

Uncle Sam Unlimited, Maryland, USA Secretary 1995 - current

I .. ~-.. ' I • I I • : I ' Ill .• • included in this fonn is complete

2712015

g < te Signed

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

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Holistic Industries, lnc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Title (at applicant non-profit corporation)

I Director

Name of Applicant Non-Profit Corporation I Hol~tio f•dustrios, loo.

Highest Education Attained- Institution, Degree, and Year

Kyiv National University of Construction ond Architecture, National university in Kiev, Ukraine. Bachelor Degree. 1983

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

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Holistic Industries, Inc.

AppJicant Non-Profit Corporation------------

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

Em plover Title Time Period

Uncle Sam Unlimited, Maryland, USA President 1995 - current

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

0812712015

Date Signed

Monagemcnt nnd Operations Profile ~ Employment and Education Form - Page 2

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Holis1ic Industries, Inc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Residential Address

Title (at applicant non-profit corporation)

None (contributing 5% or more of initial cnpitul to operate proposed RMD)

Name of Applicant Non-Profit Corporation

I Holistk I od•stri<>, I"'.

Highest Education Attained - Institution, Degree, and Yenr

JD (1991)- University of Pennsylvania

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

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Holist ic lnduslrics, Inc.

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

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

Emolover

On-Site Staffing

-. =-

!.' .. f • I · t ' t I "

Title Time Period

Human Resources Manager 2004- Moy, 2008

nd attest that all information included in this form is complete

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

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Holistic Industries, Inc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Title (at applicant non-profit corporation)

I Clerk, Director, Chief Operations Officer

Name of Applicant Non-Profit Corporation

I Holisti' lodustries, I"'.

Highest Education Attained - Institution, Degree, and Year

BA - UMUC, 2008

M:inagemenl and Operations Profile - Employment and Education Form - Page I

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Holistic Industries, Inc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Residential Address

Title (at applicant non-profit corporation)

Responsible for marijuana for medical use cultivation operations

Name of Applicant Non-Profit Corporation I Holi•lio ln<h"tri'" I no.

Highest Education Attained - Institution, Degree, and Year

BA- UMUC, 2008

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

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Holistic Industries, Inc.

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Residential Address

Title (at applicant non-profit corporation)

Responsible for RMD security plan and security operations

Name of Applicant Non-Profit Corporation I HoJ;~;c Ind-cs, I"'.

Highest Education Attained - Institution, Degree, and Y car

BA- UMUC, 2008

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

Page 61: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

Holistic Industries, Inc.

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

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

Emolover Title Time Period Schneider's of Capitol Hill President 2009-2015

Holistic Remedies LLC General Mnnogcr 2012-2015

Organic Wellness LLC General Mnnngcr 201 5-

The Artisan Collection Sales Mnnngcr 2008-2009

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

11~11 ;( Dale Signed

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

Page 62: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

Hohsuc lndustncs. Inc

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer. Chief Financial Officer. individual/entity responsible for marijuana for medical use cultivation operations. and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the obovc individuals when submitting a Managemenl and Operations Prufi/1! to the Department of Public Health

Name

w.: • • ! • t

Title (at applicant non-profit corporation)

Treasurer, Director, Chief Financial Officer

Name of Applicant Non-Profit Corporation I Holisti< lndusuics •. ln<.

Highest Education Attained - Institution, Degree, and Year

BBA from Adelphi Umvcrsity, 1975

Management and Operations Profile - Employment and Educa1ion Form - Page I

Page 63: The Commonwealth of Massachusetts · Holistic Industries, Inc. Application _3_ of_3 __ Applicant Non-Profit Corporation-----CHECKLIST The forms and documents listed below must accompany

Holistic Industries, Inc.

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

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

Em plover Title Time Period

Schneider's of Capitol Hill President 1980-Present

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

Date Signed

Management and Operations Profile - Employment and Education Fonn • Page 2