BCWC, INC. 679 Washington St., Suite 8

BOX #117 South Attleboro, MA 02703

September 7, 2017

Massachusetts Department of Public Health Executive Office of Health and Human Services Depattment of Public Health Bureau of Health Care Safety and Quality Medical Use of Marijuana Progratn 99 Chauncy Street, 11th Floor Boston, MA 02111

RE: Amendment to Management and Operations Profile/Siting Profile

Dear Sir/Madam:

Enclosed please find the following information relative to BCWC, Inc. 's request for a Certificate of Registration to operate a Registered Marijuana Dispensary at 34 Extension Street, Attleboro, Massachusetts (Application 1 of 1):

1. Revised response to Question 12 of the Management and Operations Profile (Application 1 of 1), previously-submitted by BCWC, Inc.;

2. A fully and properly-completed Siting Profile, signed by the authorized signatmy ofBCWC, Inc.

a. Warranty Deed for property located at 34 Extension Street, Attleboro, Massachusetts from 34 Extension Road, LLC to Harris Commercial Holdings, LLC.

b. A copy of Agreement of Lease between Harris Commercial Holdings, LLC and BCWC, Inc. for property located at 34 Extension Street, Attleboro, Massachusetts.

c. 500-foot Radius Map for property located at 34 Extension Street, Attleboro, Massachusetts.

d. List of abutters within 500 feet of34 Extension Street, Attleboro, Massachusetts. e. Letter of Non-Opposition, executed by Frank B. Cook, President of Attleboro

Municipal Council, dated July 20, 2017.

Thank you for your attention to this matter.

VG!:lyyo=,

Derek A. Ross, President/CEO Encls.

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

SITING PROFILE: Request for a Certificate of Registration to

Ope.ate 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 Matijuana Dispensary ("RMD") in Massachusetts, and has been invited by the Department ofrublic Health (the "Department") to submit a Siting Profile.

If Invited by the Department to submit more than one Siting Profile, you must submit a separate Siting Profile and attachments 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.

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

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

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

Application _1_ of_l_ Applicant Non-Profit Corporation_B_C_W_Cc.,_ln_c_. ________ _

Mail or hand-deliver the Siting Profile, with all required attachments, to:

REVIEW

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, I Ith Floor

Boston, MA 02111

Applications are reviewed in the order they are received. After a completed application packet is received by the Department, the Department will revie\v the information and \Vill 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 receive a Provisional Certificate of Registration.

PROVISIONAL CERTIFICATE OF REGISTRATION

Applicants must receive a Provisional Certificate of Registration from the Department \Vi thin 1 year of the date of the invitation letter from the Departrnentto submit a Siting Profile. If the applicant does not meet this deadline, the application will be considered to have expired. Should the applicant wish to proceed with obtaining a Certificate of Registration, a new application must be submitted, beginning with an Applicant of Intent, together \Vith the associated fee.

REGULATIONS

For complete information regarding registration of an RMD, please refer to 105 CMR 725. l 00.

It is the applicant's responsibility to ensure that all responses are consistent with the requirements of 105 CMR 725.000, et seq., and any requirements specified by the Department, as applicable.

PUBLIC RECORDS

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

Information on this page has been reviewed by the applicant, and where provided by the aP.plicant, is accurate and complete, as indicated by the 1nitials of the authorized signatory here:~

Siting Profile - Page 2

Application _1_ of_1 __ Applicant Non-Profit Corporation _s_c_w_c_,_l_nc_. ___ ~-----

QUESTIONS

If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or jUv!l)application(i11state.ma.us.

CHECKLIST

The forms and documents listed belo\v must accompany each application~ and be submitted as outlined above:

ll1 A fully and properly completed Siting Profile, signed by an authorized signatory of the applicant non-profit corporation (the .. Corporation")

00 Evidence of interest in property, by location (as outlined in Section B)

ll1 Letter(s) of local support or non-opposition (as outlined in Section C)

Information on th ls page has been revlewed by the applicant, and where provided by the ~epllcant, Is accurate and complete, as indicated by the initlals of the authorized signatory here:~

Siting Profile - Page 3

Application _1 _ of_1 _ Applicant Non-Profit Corporation _B_c_w_c_,_l_nc_. ________ _

SECTION A: APPLICANT INFORMATION

l, BC\VC, Inc.

Legal name of Corporation

z. Derek Ross

Name of Corporation's Chief Executive Officer

679 Washington Street, Suite 8 3. P.0.Box#ll7

Attleboro MA 02703 Address of Corporation (Street, City/Town, Zip Code)

4. Derek Ross

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

5. 508·212-4490

Applicant point of contact's telephone number

6. DerekARoss86@yahoo.com

Applicant point of contaci's e~1nail address

7. Number of applications: How many Siting Profiles do you intend to submit? _1 __ _

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

Siting Profile- Page 4

Application _1 _ of_1 _ Applicant Non-Profit Corporation _B_c_w_c_,_l_n_c_. ----------

SECTION B: PROPOSED LOCAT!ON(S)

Provide the physical address of the proposed dispensary site and the physical address of the additonal location, if any, where marijuana for 1nedical use will be cultivated or processed.

Attach supporting documents as evidence of interest in the property, by location Interest may be demonsn·ated by (a) a clear legal title to the proposed site; (b) an option to purchase the proposed site; (c) a lease; (d) a legally eriforceable agreement to give such title under (a) or (b), or such lease under (c), in the event that Departn1ent deterniines that the applicant qualifies for regish·atlon as a RMD,· or (e) evidence ofbindingpern1ission to use the pre1nises.

Location Full Address County

34 Extension Street, Bristol 1 Dispensing Attleboro, MA 02703

34 Extension Street Bristol 2 Cultivation Attleboro, MA 02703

34 Extension Street Bristol 3 Processing Attleboro, MA 02703

~Check here if the applicant would consider a location other than the county or physical address provided within this application.

Information on this page has been reviewed by the applicant, and where provided by ttie applicant, Is accurate and complete, as Indicated by the lnltlals of the authorized signatory here:·~

Siting Profile - Page S

Application _1_ of_1 _ Applicant Non-Profit Corporation _s_c_w_c_, _ln_c_. ________ _

SECTION C: LETTER OF SUPPORT OR NON-OPPOSITION

Attach a letter of support or non-opposition, using one of the templates below (Option A or B), signed by the local municipality in which the applicant intends to locate a dispensary. The applicant may choose to use either template, in consultation with the host community. if the applicant is proposing a dispensary location and a separate cultivation/processing location, the applicant must submit a letter of support or non-opposition from both municipalities. This letter may be signed by (a) the Chief Executive Officer/Chief Administrative Officer, as appropriate, for the desired municipality; or (b) the City Council, Board of Alderman, or Board of Selectmen for the desired municipality. The letter of support or non-opposition must contain the language as provided below. The letter must be printed on the municipality's official letterhead. The letter must be dated on or after the date that the applicant's Application of Intent was received by the Department.

Temnlate Option A: Use this language if signatory is a Chief Executive Officer/Chief Administrative Officer /,[Name of person], do hereby provide [s11pporl/non~opposilio11] to [name o/11011·profit organization] to operate a Registered Marijuana Dispensary ("RMD") in [name of city or town]. I have venfied with Jhe appropriate local o.fflcials that the proposed RMD facility is located in a ::oning district that allows such use by right or pursuant to local pennitting.

Nnme and Title of Individual

Signature

Date

Temnlate Option B: Use this language if signatory is acting on behalf of ;i City Council, Board of Aldernian. or Board of Selectman The [name of councillboardj, does hereby provide [s11pport/no11~oppositio11] to {name ofnon·projit organlzatio11] to operate a Registered Marijuana Dispensary in [name of city or town]. I have been authorized to provide this letter on behalf of the [name of c01111ciVboardj by a vote taken at a duly noticed meeting held on [date].

The {nmne of council/hoard] ltas verified with the appropriate local officials thal the proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permitting.

Name and Title of Individual (or person authorized to act on behalf of council or board) (add 11101\1 lines /i)r names ~f 11eedi•11)

Signature (add mcin• linesfi.w sig11at111·c.~ ifnl'eded)

Date

lnformatlon on this page has been reviewed by the appllcant, and where provided by the applicant; is accurate and complete, as Indicated by the inltlals of the authorized signatory here; __ _

Siting Profile- Page 6

Application _1 _ of_1 __ Applicant Non-Profit Corporation _B_c_w_c_, _ln_c_. ________ _

SECTION D: I.OCAL COMPUANCE

Describe how the Corporation has ensured, and will continue to ensure, that the proposed RM:D is in compliance with local codes, ordinances, and bylaws for the physical address( es) of the RMD.

BCWC, Inc. met \Vi th the Attleboro Director of Planning and determined that the property at 34 Extension St. is in an Industrial zone. Attleboro's Zoning Ordinance, Se<::. 17· 10, 15 permits registered marijuana dispensaries (RMD) by Special Pennit in the Industrial zone. Sec. 17·10.15 requires that a R"MD be located n1ore than 100 feet from any residential zoning district, more than l,000 feet from another RMD, any adult entertainment use, and any public or private school, more than 500 feet from a registered daycare center, any family daycare home and group daycare home, any public park, recreational area, or facility in which children commonly congregate.

We have applied for the Special Permit 'vi th the Attleboro Municipal Council. We have engugcd a Surveyor and Civil Engineer to prove compliance with the requirements in Sec. 17~10.15 including all the setback requirements. The public hearing for the Special Permit was opened and continued. We will continue the application process with the Municipal Council and will comply with all conditions of approval. The CEO ofBCWC, Inc. is responsible for maintaining ongoing compliance 'vi th all local rules and regulations in Attleboro.

Information on this page has been reviewed by the applicant, and where provided by theaP12_1icant, Is accurate and complete, as Indicated by the initials of the authorized signatory here:~

Siting Profile - Page 7

Application _I_ of_l __ Applicant Non-Profit Corporation _B_c_w_c_, _ln_c_. ________ _

SECTION E: THREE-YEAR BUSINESS PLAN BUDGET PROJECTIONS

Provide the three-year business plan/or the RMD, including revenues and expenses.

Projected Start Date for the First Full Fiscal Year: 01/0112018

FIRST FULL FISCAL SECOND FULL FISCAL YEAR PROJECTIONS YEAR PROJECTIONS

2018 2019 Proiected Revenue $ 1 560 000.00 $ 3118 080.00 Proiected Exnenses $ 4 050 000.00 $ ') '""' "'"' '"' VARIANCE: $ - ') A"-"""" nn $ ooo non on

Number ofuniaue oatients for the vear 07< 7<0

Number ofoatient visits for the vear <n ~nn nnnnn

Proiected % of oatient e.rowth rate annuallv --- 1nn3 Estimated nurchased.ounces per visit .25 ?~

Estimated cost ner ounce mnnn nn <oonnn

Total FTEs in staffing '" on

Total marijuana for medical use inventory forthevearfinlbs) nm 7Aa

Total marijuana for medical use sold for the year (in lbs) MA RnQ Total marijuana for medical use left for roll over lin lbs.) "' 107

Projected dale the RMD plans to open: --~0~7~/0~1~/~20~1~8~------

Information on this page has been reviewed by the applicant, and where provided by the appllcant, Is accurate and complete, as Indicated by the initials of the authorized signatory here:~

TIDRD FULL FISCAL YEAR PROJECTIONS

20?n

$ 6 240 000.00 $ 1 Al:'n nnn nn

$ A "10..., f'\fV\ nn

1 "M 70 nnn

1nn3

.25 <oonnn

on

< rn7

'01Q

"<O

Siting Profile- Page 8

Application _1_ of_! _ Applicant Non-Profit Corporation _B_C_W_C_,_l_n_c_. ----------

SECTION F: CERTIFICATION OF ASSURANCE OF COMPLIANCE: ADA AND NON-DISCRIMINATION BASED ON DISABILITY

Applicants must certify that they will comply with all state and federal requirements regarding equal employment opportunity, nondiscrimination, and civil rights for persons with disabllities. The Applicant must complete a Certification of Assurance of Compliance: ADA and Non~Discrimination based on Disability. By signing, the Applicant fonrtally notifies the Department that the Applicant is in compliance and shall maintain compliance with all applicable requirements.

I certify, that the Applicant is in compliance and shall maintain compliance with all applicable federal and state laws protecting the rights of persons with disabilities, including but not limited to the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12131-12134; Article CXIV of the Massachusetls Constitution; and; Chapter 93, § 103; Chapter 151B; and Chapter 272, §§ 98 and 98A of the Massachusetts General Laws.

I understand that federal and state laws prohibit discrimination in public accommodations and employment based solely on disability. I recognize that to mnke goods, services, facilities, privileges, advantages, or accommodations readily accessible to and usable by persons with disabilities, the Applicant, under the ADA, must:

remove architectural and communication barriers in existing facilities, when readily achievable and, if not readily achievable, must use alternative methods; purchase accessible equipment or modify equip1nent; modify policies and practices; and furnish appropriate auxiliary aids and services where necessary to ensure effective communication.

I understand that reasonable acconunodation is required in both program services ;;ind employment, except where to do so would cause an undue hardship or burden. I also understand that tlte Massachusetts Constitution Article CXIV provides that no othenvise qualified individual shall, solely by reason of disability, be excluded from the participation in, denied the benefits of, or be subject to discrimination urider any program or activity within the Commonwealth. I agree that the Applicant shall cooperate in any compliance review and shall provide rensonable access to the premises of all places of business and employment and to records, files, infonnation, and employees therein for reviewing compliance with the ADA, the Massachusetts Constitution, other applicable state and federal laws, including 1 OS CMR 725.000, et seq. I agree that any violation of the specific provisions and tenns of this Assurance or of the ADA. and/or of any Plan of Correction shall be deemed a breach of a material condition of any Certificate of Registration issued to the Applicant for operation of a Registered Marijuana Dispensary, Such a breach shall be grounds for suspension or revocation, in whole or in part, of a Certificate of Registration issued by the Department. I agree that, if selected, I will submit a detailed floor plan of the premises of the proposed dispensary in compliance with 105 CMR 7').5. lOO(m) in compliance with the Architectural Review required pursuant to 105 CMR 725.lOO(B)(S)(f).

under the pains and penalties of perjury, J, the authorized signatory for the applicant non-profit corporation, understand the obligations of1he Applicant under i.fication of Assurance of Compliance: ADA and Non-Discrimination bnscd on Disability, and agree and attest that the Applicant will comply with those

ons as stated in Certification.

3· rCof Authorized Signatory

'1><?.-vc.... l <,, 12.. <Is> Print Name of Authorized Signatory

.-:.~·~e.v-v ~ /ce_<2. __ _ TiifJ Of Authorized Signatory

Information on this page has been reviewed by the appllcant, and where provided by the applicant, Is accurate and complete, as Indicated by the initials of the authorized signatory here:~

Siting Profile~ Page 9

Application _I_ of_l __ Applicant Non-Profit Corporation_B_C_W_Cc.,_ln_c_. ________ _

ATTESTATIONS

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

~~ c/~7-rl._Cli? g orized Signatory Date Signed

'l>e.-vc /<::. \(___ o S ~ Print Name of Authorized Signatory

~""'--'>, ~ e.v-i-- ( t e o

I, the authorized signatory for the applicant non-profit corporation, hereby attest that the corporation has notified the chief administrative officer and the chiefofpolice of the proposed city or town in which the RMD would be sited, as well as the sheriff of the applicable county, of the intent to su m a Manage ent and Operations Profile and a Siting Profile.

'1- ?- J,<li? Date Signed

Print Name of Authorized Signatory

·~ve-S1~"'"'),_ I Cc.CJ

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

Siting Profile - Page 10

Application_!_ of_l __ Applicant Non-Profit Corporation _B_C_W_C_,_ln_c_. ---------

I~ the authorized signatory for the applicant non-profit corporation, hereby attest that if the corporation is approved for a provisional certificate of registration, the corporation is prepared to pay a non-refundable registration fee of $50,000, as specified in 105 CMR 725.000, after being notified tha~\ RMD has been approved for a provisional certificate of registration.

~Vl-- 9-7-l't-Signature of Authorized Signatory Date Signed

Information on th ls page has been reviewed by the applicant, and where provided by thj)l)l.Plicant, ls accurate and complete, as indicated by the initials of the authorized signatory here: V\,

Siting Profile - Page 11

WARRANTY DEED

11111111111111~~111~111~~~~~~~~1111111111111 Bl<: 23854 Pg: 14 Page: 1 of 2 Doc: DEED 07/06/2017 01:44 PM ATTEST: Ba11y J. A1noH.tl, Register Bristol County North Registry ol Deeds

KNOW ALL MEN BY THESE PRESENTS, that 34 EXTENSION ROAD, LLC, of 120 Turtle Creek Circle, Oldsmar, Florida 34677

for consideration paid of $890,000.00

grants to HARRIS COMMERCIAL HOLDINGS, LLC, a Vermont LLC, of 717 Dakin Road, Ferrisburgh, Vermont 05856

With WARRANTY COVENANTS:

the land in Attleboro, Bristol County, Massachusetts, situated on the easterly side of Extension Street in the Attleboro Industrial Park, containing 77,070 square feet, more or less, and bounded and described as follow:

Beginning at a point in the easterly side line of Extension Street (said point being 400 feet from Frank Mossberg Drive as measured along said Street side line; and also being the northwest corner of land now or formerly of Aijala Realty Trust; thence running S. 50° -28' -30" E. along said Aljala Realty Trust land a distance of 300.00 feet; thence turning and running S. 39° -31' -30" W. along other land of the grantors a distance of 275 feet to a point at land now or formerly of Stone-E-Lea Golf Inc.; thence turning and running N. 50° -28' -30" W. along said Golf Inc. land a distance of 209.56 feet to a point; thence turning and running N. 15° -16' -40" W. and continuing along said Golf, Inc. land a distance of 86. 75 feet to a point; thence turning and running N. 50° -28" -30" W. along land of said Golf Inc., a distance of 33. 72 feet to a point on the arc of a curve with radius of 60 feet which defines the turnaround layout of said Extension Street; thence running easterly and northerly along the arc of said curve with radius of 60 feet, a distance of 149.04 feet to a P.R.C. of a curve with radius of 30 feet; thence turning and running northerly and easterly along the arc of said curve with radius of 30 feet, a distance of 27.40 feet to the P.T. of said curve; thence running N. 39° -31' -30" E. along the easterly side line of said street a distance of 93.76 feet to the point of beginning.

The above described parcel of land is further identified as being Lot 5-C, New Plat 14 in the City of Attleboro Assessor's Records and shown on "Plan of Land in Attleboro Industrial Park in Attleboro, Mass. to be conveyed to Robert R. Bears, Scale 40 Feet to an Inch, October 1973, James A. Freeman Engineering Inc." which plan is recorded in the Bristol County Northern District Registry of Deeds in Book 1651 on Page 505.

Said parcel being subject to an easement of the Algonquin Gas Transmission Company along the southerly property line for a width of 50 feet and covering an area of 12,520 square feet.

This conveyance is made subject to the CONDITIONS and RESTRICTIONS set forth in that deed from the Attleboro Redevelopment Authority to Robert R. Bears dated May 4, 1977 and recorded with said Registry of Deeds in Book 1733, Page 447, to the extent the same are in force and applicable.

Being the premises conveyed to this Granter by deed of Robert R. Bears, dated January 15, 2010, and recorded with Bristol County Northern District Registry of Deeds in Book 18570, Page 193.

The post office address of said premises is 34 Extension Road, Attleboro, MA 02703.

WITNESS my hand and seal this _j_ day of July, 2017.

MASSACHUS JTS EXClv~·E TA' 81istol Co ND RO 1 Date: /06/2017. 1 :44 '

Ctrl 069509 19 1 O Doc# 00026098 Fee: $4,058.40 Cons: $B90,000.00

Bristol, ss

34 Extension Road, LLC

By:~ (_,. )/( ~r4t~ Obert R. Bears, Manager

COMMONWEAL TH OF MASSACHUSETTS

July~,2017 On this C day of July, 2017, before me, the undersigned Notary Public,

personally appeared Robert R. Bears, Manager of 34 Extension Road, LLC, personally known to me, to be the person whose name is signed on the preceding or attached document in my presence, and acknowledged to me that e signed it voluntarily as his free act and deed and that of the LLC.

: John F. D. Jacobi, Ill on Expires: 12/14/18

IJ1\Station2\JFDJ\LLC\34 Extension Road, LLC\Sale of Business - 2:011\Bears-34 Extension Road LLC - Deed 6-20-17.docx

End of Document

' OFF:ICE OF

Government Conter • 77 Park Street Attleboro, MasscichusE;tts

Massachusetts Department of Public Health 250 Washington Street Boston, MA 02108

RE: Letter of Non-Opposition for BCWC, Inc,

Dear Sir or Madam:

The Attleboro Municipal Council does hereby provide this letter of non-opposition to BCWC, Inc, to operate a Registered Marijuana Dispensary at 34 Extension Street, Attleboro. I have been authorized to provide this letter on behalf of the Attleboro Municipal Council by a vote taken at a duly noticed meeting, held on May 16, 2017,

The Attleboro Municipal Council has verified with the appropriate local officials that the proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permitting,

Frank B, Cook, President Attleboro Municipal Council Date: 7/20/2017

!002991 vi

LIST OF ABUTTERS WITHIN 500 FT. OF BUILDING LOCATED AT 34 EXTENSION STREET,

ATTLEBORO, MASSACHUSETTS DESIGNATED AS ATTLEBORO TAX ASSESSOR'S PLAT 147, LOT SC

143/ I 21 I STONE E LEA GOLF COURSE, INC. 1411 COUNTY ST ATTLEBORO, MA 02703

ALGONQUIN GAS TRANSMISSION CO PROPERTY TAX DEPT PO BOX 1642 HOUSTON TX 77251

145/ I 1/ I WINDSOME REALTY LLC PO BOX 1721 EAST GREENWICH, RI 02818

147/ I 5/A I BRAININ-ADVANCE INDUSTRIES INC. 48 FRANK MOSSBERG DR. ATTLEBORO, MA 02703

147/ I 5/B I BRAININ-ADVANCE INDUSTRIES LLC 48 FRANK MOSSBERG DR. ATTLEBORO, MA 02703

147/ I 5/D I MMEEINC 35 EXTENSION ST. ATTLEBORO, MA 02703

147/ I 5/E I UNDERDOG REALTY TRUST CERTUSE JOHN P TRUSTEE 15 EXTENSION ST. ATTLEBORO, MA 02703

147/ I 5/F I FOXX RIVER TRUST P.O. BOX26 FOXBORO, MA 02035

147/ I 5/J I GENERAL METAL FINISHING CO. INC. 42 FRANK MOSSBERG DR. ATTLEBORO, MA 02703

147/ I 5/L I BRAININ-ADV ANCE INDUSTRIES INC. 48 FRANK MOSSBERG DR. ATTLEBORO, MA 02703

147/ I 5G DWJLLC 1299 COUNTY STREET ATTLEBORO, MA 02703

147/ I 10 & lOB HIGHLAND TOWNSEND ASSOC. LIMITED PARTNERSHIP 65 SPRAGUE STREET HYDE PARK, MA 02136

147/ I lOA THE ROBERTSON FAMILY LIMITED PARTNERSHIP C/O: GLEN ROBERTSON P.O. BOX 3038 NORTH ATTLEBORO, MA 02761

AGREEMENT OF LEASE

LANDLORD

HARRIS COMMERCIAL HOLDINGS, LLC

TENANT BCWC, INC. d/b/a BRISTOL COUNTY WELLNESS CENTER

LEASE

THIS LEASE is made as of the 21'1 day of July, 2017, by and between Harris Commercial Holdings, LLC with a principal place of business in Ferrisburgh, Vermont (hereinafter refeITed to as "Landlord") and BCWC, Inc., d/b/a Bristol County Wellness Center a Massachusetts nonprofit with a principle place of business at 679 Washington Street, Suite 8, Attleboro, MA 02703 (hereinafter referred to as "Tenant").

WITNESSETH:

In consideration of the rent to be paid and the terms, conditions and mutual covenants set forth in this Lease, the pmiies hereto agree as follows:

1. Premises. The Landlord does hereby rent and lease to the Tenant and the Tenant does hereby rent and lease from the Landlord the approximately 24,469 SF building and approximately 1.48 acres of land located at 34 Extension Street, Attleboro, MA (hereinafter call the "Premises", "Leased Premises" or "Demised Premises").

2. Term/Lease Year.

2.1 Term. The Term of this Lease shall be ten (10) years and nine (9) months (the "Term") commencing on the date of acquisition of the Premises by Landlord, July 6, 2017 (the "Term Commencement Date"), and terminating ten (! 0) years and nine (9) months thereafter (the "Termination Date") unless terminated sooner pursuant to the terms hereof.

2.2 Option. Tenant shall have the option, with twelve month's written notice prior to the Termination Date, to extend the term of the lease for one(!) additional ten (10) year period. Rent shall increase 2% each year during the Option Term.

2.3 Landlord's Termination. This Lease Agreement is subject to the tenant receiving final approval from the Commonwealth of Massachusetts and the City of Attleboro to operate a registered marijuana dispensary. Landlord shall have the right to terminate this lease and sell the Premises, at Landlord's sole discretion, after July 1, 2018 so long as Tenant has not received final approvals from the Commonwealth of Massachusetts and the City of Attleboro to operate a Registered Marijuana Dispensary. Should receipt of said approvals be imminent Tenant shall have the right to extend this date until September 1, 2018.

3. Use.

3.1 The Premises shall be used and occupied for the sole purpose of Tenant's business, a cultivation and Registered Marijuana Dispensary, and such other uses as consented to by Landlord, which consent may not be unreasonably withheld. Tenant may not occupy or use or permit the Leased Premises to be occupied or used for any other business or purposes without the prior written consent of Landlord.

3.2 Tenant shall obtain any and all necessary permits required for the operation of its business.

3.3 Tenant shall use and occupy the Premises in accordance with all Applicable Laws (as defined in Sections 21 and 25 below) and shall keep the Premises in a clean, safe and well­maintained manner.

3 .4 The Premises shall not be used for any illegal purpose, nor in violation of any valid regulations of any governmental body, nor in any manner to create any nuisance or trespass, nor in any manner caused by the Tenant to vitiate the insurance or increase the rate of insurance on the Premises or on the building. Landlord and Tenant acknowledge that the proposed use as a cultivation and registered marijuana dispensary is not permitted under federal law but is permitted under the laws of the Commonwealth of Massachusetts. The fact that the proposed use may be invalid under Federal Law shall not constitute an event of default under this Lease Agreement as long as the tenant is in compliance with all state and local laws and regulations.

3.5 In the event that Tenant fails to comply with these provisions, the (i) Tenant shall reimburse Landlord, as Additional Rent hereunder, for that po1tion of all expenses previously or thereafter paid by Landlord which shall have been charged because of such failure by Tenant to so comply, such payment to be made within thirty (30) days after payment of charges by Landlord, and (ii) Landlord may exercise any other remedy provided for herein with respect to default by Tenant.

3 .6 Security Deposit. Tenant shall deliver to Landlord at the time Phase III funding is received by Tenant or December 1, 2017, whichever event occurs first, a check equal to $16,466.00 to be used as a damage deposit.

4. Rents. Tenant shall pay the Landlord as rental for the Leased Premises, without notice or demand and without any deduction or setoff, as follows (all such sums being hereafter collectively referred to as "Rent"):

4.1 Rent.

(a) Rent for the Lease Term shall be as follows: (b)

Annually Monthly Yearl $197,600.00 $16,466.70 Year2 $201,552.00 $16,796.00 Year3 $205,583.00 $17,131.90 Year4 $209,694.70 $17,474.60 Years $213,888.60 $17,824.00 Year6 $218,166.40 $18,180.50 Year7 $222,529. 70 $18,544.10

Years Year9 Year 10

$226,980.30 $231,519.90 $236,150.30

$18,915.00 $19,293.30 $19,679.20

(b) Additional Rent. In addition to the Annual Base Rent, Tenant agrees to pay the following as additional rent (the "Additional Rent") immediately upon acquisition of the property by Landlord. It is understood that this lease is a true triple net lease and that the Tenant shall be responsible for all operating expenses from the date of acquisition by Landlord. Said expenses shall include but not be limited to real estate taxes, building insurance, landscaping and other grounds maintenance, as well as parking lot, mechanical, electrical, roof and structural systems maintenance, repair and replacement. Again, it is understood that this is a true triple net lease.

(i) In addition to the Rent provided in Article 4 hereunder, Tenant shall install, maintain, repair and pay metered utilities including gas, electricity and telecommunications pursuant to Paragraphs 5, 6, 7, 8.2, 10 and 11 of this Agreement.

4.2 Rent Commencement Date. Tenant's obligation to pay Rent shall begin on the first day of each month starting March 1, 2018 or as soon as final approvals to operate the Registered Marijuana Dispensary are received, whichever is sooner. Tenant shall be responsible for Additional Rent from the date of acquisition by Landlord. Each monthly installment of Rent and Additional Rent shall be payable on the first day of each month during the Term.

4.3 Place of Payment, Form of Payment, Past Due Rent and Returned Checks. The Tenant shall pay Rent to Landlord on or before the date due at the notice address provided herein until Landlord notifies Tenant of a different payment method or address.

Tenant agrees that if any Rent is due and unpaid ten (10) days after the amount is due, the amount due shall be increased by ten (10%) percent and interest shall accrue on the (301h)

thirtieth day on the amount due at the rate of eighteen percent ( 18%) per annum from the due date to the date of payment. The increased amount shall be deemed to be liquidated damages for the additional expense incurred by Landlord and shall be paid by Tenant as Rent pursuant to Section 4.1. of this Lease. The provisions of this Section shall not be in lieu of Landlord's remedies upon the occurrence of an Event of Default (as defined below).

4.4 Option Term Rent. Rent during the first year of the Option Term shall be the previous year's rental amount increased by 2%. Rent for each subsequent year shall be the prior year's rent increased by 2%.

5. Real Estate and Personal Prope1iy Taxes. Tenant shall be responsible for paying the real estate taxes. Tenant shall pay, when due and before any delinquency, all taxes and assessments levied against any Real Estate taxes as well as taxes levied against personal prope1iy or trade fixtures in or about the Premises.

6. Utilities/Fees. Commencing as of the Term Commencement Date, Tenant shall be responsible for the payment of all utility services to the Premises directly to the provider of such services, including, without limitation, all electricity, gas, heat, air conditioning, telephone, and Tenant shall hold Landlord harmless from payment thereof. If the Tenant fails to pay any such utility charge on or before its due date, Landlord may, upon notice to Tenant, at its option, pay such amounts and such amounts shall become immediately due and payable as Rent under Section 4.1 of this Lease.

7. Condition of Premises/Alterations/Improvements. Tenant accepts the Premises in its present ("as is") condition and Landlord shall have no obligation to fit-up or otherwise alter the Premises for Tenant's occupancy. Tenant may make any alterations and improvements, including increases in capacity of sewer and water services, to the Leased Premises it deems appropriate and necessary for its use of the Leased Premises, provided, however, Tenant shall submit to Landlord, for its written approval, plans for the proposed alterations and improvements, which approval shall not be unreasonably withheld or delayed.

Any such alterations, and the maintenance, repair or replacement thereof, shall be at Tenant's expense and such alteration shall comply with all applicable rules, regulations, permits, laws, or orders of any governmental authority, or any rules or conditions established by Landlord or Landlord's insurance carriers. Tenant shall obtain all necessary inspections and permits prior to making any such alterations and shall obtain all necessary inspections, permits and approvals, prior to using altered structures or improvements at Tenant's expense. Tenant shall make or pay for any repairs or replacements caused for any reason whatsoever because of any such alterations made by Tenant.

All fixtures, furniture, machinery and equipment installed by and at the expense of Tenant shall become and remain the sole property of Tenant and shall be removed by Tenant upon termination of this Lease, unless Landlord shall consent, in Landlord's sole discretion, in writing to such remaining on the Premises. The foregoing notwithstanding, in the event that this Lease is te1minated due to Tenant's default, the fixtures, machinery and equipment shall not be removed and shall become the prope1iy of Landlord and remain with the Premises with a credit to Tenant for the value of such fixtures, machinery and equipment against Landlord's damages due to default. Any damage done to the Premises caused by removal of Tenant's fixtures, furniture, machinery and equipment shall be repaired by Tenant at Tenant's sole cost and expense.

As a condition of Landlord's consent for any alteration to the Leased Premises after the Term Commencement Date, Landlord, in its sole discretion, may require Tenant upon termination of this Lease, to return the Leased Premises to the condition pre-existing such approved further alteration and any cost thereof shall be at Tenant's expense.

8. Repair and Maintenance Responsibilities.

8.1 Landlord's Responsibilities. As this is a true triple net lease, Landlord shall have no obligations for repair and maintenance of the building or property.

8.2 Tenant's Responsibilities. Tenant shall, at its sole cost and expense, be solely responsible for the repair, maintenance, replacement, good care and upkeep of the building and prope1ty per Section 4.1.b.

9. Mechanic's and Materialmen's Liens. Tenant shall keep the fee estate of the Leased Premises free and clear from all mechanic's and materialmen' s liens and other liens for labor done, services performed, materials contributed, used or furnished in or about the Leased Premises, for or in connection with any operation of Tenant, or any alteration, improvement, repair or addition which Tenant may make or permit or cause to be made on or about the Leased Premises. If such a lien is filed against the fee estate of Landlord, Tenant shall forthwith pay or discharge such lien or escrow suitable money or provide other means of surety sufficient to obtain the discharge of said lien. Nothing contained herein shall obligate Tenant to pay, discharge or bond-over any lien created by Landlord or any paity other than Tenant, its agents, employees or contractors.

I 0. Casualty Insurance and Damage to Premises. Landlord will insure the Premises against loss by fire and other casualty with an extended coverage/all risk policy, for the full replacement cost thereof, naming as insured both Tenant and Landlord. Tenant shall be responsible for paying the cost of said coverage.

Tenant acknowledges that Tenant shall be responsible for maintaining any and all insurance upon Tenant's contents in the Premises, of whatever nature and wherever situated, and Landlord shall not be held responsible for any damage thereto, regardless of the nature of the cause of damage. Without limiting the generality of the foregoing, Landlord shall not be liable for any damage to property in or upon the Premises from fire, water, rain or snow, gas, or electricity, which may get into, issue or flow from any pmt of the Leased Premises, or from the pipes or plumbing work in or upon the Leased Premises, and shall in no way be responsible for any loss of property however occurring in or about the Leased Premises. It is the intention of the paities hereto that Tenant shall protect its prope1ty in and about the Premises with casualty insurance which Tenant shall procure and for which Tenant shall be solely responsible to pay the premiums.

In the event that the Premises shall be totally or substantially (greater than 50%) destroyed or damaged by fire, lightning, tempest, casualty or any similar peril, either paity shall have the option to terminate the Lease. If the Lease is te1minated, rent shall be apportioned to the date of casualty. A pa1ty shall notify the other of its election within thirty (30) days of the casualty.

In all other cases where the Leased Premises is damaged by fire or other casualty, Landlord shall repair the Leased Premises to the condition prior to the casualty, provided that

Tenant shall be responsible for Tenant's improvements to the interior of the Leased Premises and replacement of its personal property. If the damage is such that it cannot be repaired within One hundred twenty (120) days, Landlord or Tenant shall have the option of terminating this Lease on written notice to the other. In the event of an election to repair, Landlord and Tenant shall repair the Leased Premises promptly, to the extent required by each.

In any case, unless such fire or other casualty shall have been caused by the negligence or malfeasance of Tenant, if the damage has rendered the Leased Premises untenable, in whole or in part, there shall be a proportionate abatement of the rent and all other sums until the damage has been completely repaired. Nothing in this section shall be construed to relieve Tenant of any liability for rent, charges or fees accruing prior to the date of the casualty, nor to constitute an obligation of Landlord to repair or replace any personal property, trade fixtures or improvements to the premises installed by Tenants or at Tenant's request.

11. Liability Insurance. Tenant agrees to maintain throughout the term of this Lease, at Tenant's cost, a policy or policies of general liability insurance, naming as insured both Landlord and Tenant, against all claims or demands for personal injuries to or death of any person, and damage to or destruction or loss of property, which may have or be claimed to have occmTed in or about the Leased Premises. During the Initial Tenn, such insurance shall be in an amount of not less than Two Million Dollars ($2,000,000.00) for injury to or death of one or more persons, in any single accident, and for not less than Two Million Dollars ($4,000,000.00) for damage to or destruction or loss of property, with a Two Million Dollar ($4,000,000.00) aggregate. Tenant shall deliver to Landlord a ce1iificate of such insurance coverage at the beginning of the Initial Term and at least annually thereafter. During the Option Terms, such insurance shall increase to an amount that is then required of tenants with similar businesses and leases in Bristol County, Massachusetts.

Tenant shall not do or commit any act upon the Leased Premises or bring into or keep upon the Leased Premises any article which will affect the fire risk or increase the rate of fire insurance or other insurance of the Leased Premises. In no event shall any inflammable materials, except for kinds and quantities required for ordinary occupancy and permitted by the insurance policies covering the Leased Premises, or any explosives whatsoever, be taken into the Leased Premises and retained therein. Should the rate of any type of insurance on Landlord's premises be increased by reason of any violation of this Lease by Tenant or by the use made of the Leased Premises by Tenant, Landlord, in addition to all other remedies, may pay the amount of such increase and the amount so paid shall be paid by Tenant as Additional Rent in accordance with Section 4.1.

12. Signs. Tenant shall be permitted to maintain such signs on the Premises as permitted by the City of Attleboro municipal ordinance and fmiher provided that Tenant obtains all necessary permits for such signs. Landlord shall cooperate in any application process concerning such signs.

13. Force Majeure. Landlord shall not be liable for failure to perform any of its obligations hereunder, or for damage or loss to the other party if such failure, damage or loss is caused by Acts of God, fire or other casualty, war, disaster, riots, strikes, lockouts, extraordinary weather conditions or any similar circumstances or emergencies which are beyond its reasonable control.

Tenant shall not be liable for failure to perform any of its obligations hereunder, except Tenant's obligations to pay Rent as herein provided, or for damage or loss to the other party if such failure, damage or loss is caused by Acts of God, fire or other casualty, war, disaster, riots, strikes, lockouts, extraordinary weather conditions or any similar circumstances or emergencies which are beyond its reasonable control.

14. Indemnification. Parties agrees to indemnify, defend and save each other, their successors or assigns and its agents, officers, representatives and employees harmless from or against any and all claims, demands, suits, causes of action, orders, decrees, judgments, awards, penalties, liabilities, losses, costs, expenses and damages arising directly or indirectly in any way out of the acts, omissions or errors (whether intentional, negligent or otherwise) of the Parties, their agents, employees, servants, guests or invitees arising directly or indirectly, in whole or in part, from the use or possession of the Premises. Tenant shall, if Landlord so determines and requires, at Tenant's own cost and expense, defend any and all suits or actions which may be brought against Landlord or in which Landlord may be implicated in connection with any such acts or omissions.

15. Inspection/Locks. Landlord shall have the right, at all reasonable times upon reasonable advance notice to Tenant (and without notice in cases of emergency), to enter into the Premises to inspect, to show the Premises to prospective purchasers of the Premises, and during the last twelve (12) months of the Term, to show the Premises to prospective tenants. Landlord agrees to use its best eff01is to keep such entries to a minimum and, further, during any such entry, Landlord shall use its best eff01is not to disturb or inconvenience Tenant in the conduct of Tenant's business therein.

Tenant shall not change the locks on the exterior doors to the Leased Premises without first obtaining the approval of Landlord. If such approval is obtained, Tenant shall provide Landlord with a set of keys to such changed locks.

16. Assignment and Subleasing. Except as otherwise provided herein, Tenant shall not assign, mortgage, pledge or encumber this Lease or the Leased Premises, or sublet the whole or any pati of the Leased Premises without Landlord's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Consent to one assignment or sublease shall not destroy or waive this provision. In the event that Landlord consent' s to an assignment or sublease by Tenant, Tenant shall remain liable to Landlord for performance of all of Tenant's obligations under this Lease. Tenant shall pay to Landlord, in addition to and in accordance with Section 4.1, all reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting.

17. Default. The following shall constitute an event of default by Tenant under this Lease (herein referred to as an "event of default" or "default"):

(a) If Tenant shall fail to make punctual payment of any Rent or other sums payable under this Lease and such failure shall continue for a period of Ten (10) days after written notice after such amounts were due; or

(b) If Tenant fails to perform or comply with any of the agreements, terms, covenants or conditions in this Lease provided, other than those referred to in the foregoing subparagraph of this section with respect to payment and such failure continues for a period of thirty (30) days after written notice from Landlord to Tenant specifying such failures; or

( c) If Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or ifthere shall be appointed a receiver or trustee of all or substantially all of the property of the Tenant which appointment shall not be withdrawn or vacated within Ninety (90) days, or ifTenant shall make any assignment for the benefit of Tenant's creditors; or

In such event of default, Landlord or its agents (including attorneys) may give written notice to Tenant specifying such event of default or events of default and stating that this Lease and the term hereby demised shall expire and terminate on the date specified in such notice, which shall be at least ten (10) days after the giving of notice.

It is the essence of this Lease that the rental is for the entire term and is not to be reduced. Termination by Landlord of this Lease for default of Tenant or vacating of the Premises by Tenant will not affect the Tenant's responsibility to pay the Rent for the entire term.

Upon termination by Landlord, Tenant will at once smTender possession of the Premises to Landlord and shall remove all of Tenant's effects therefrom, and Landlord may forthwith reenter the Premises and repossess itself thereof without legal recourse, and remove all persons and effects therefrom or with using such legal process as may be necessary, without being guilty of trespass, forcible entry or detainer or other tort and without prejudice to any other remedies which Landlord may have.

If this Lease and/or Tenant's rights of possession are terminated by reason of Tenant's default, Landlord shall act in a commercially reasonable manner and use its good faith reasonable effmts to mitigate the damages and relet the Premises, provided, however, Landlord may relet the Premises or any part thereof, alone or together with other premises, for such term(s) (which may be greater or less than the period which otherwise would have constituted the balance of the lease term) and on such terms and conditions (which may include concessions of free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of any failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon such reletting.

If this Lease is terminated by reason of Tenant's default, Tenant nevertheless shall remain liable to Landlord for any Rent, damages, or other amounts which may be due or sustained prior to such default, all of Landlord's costs, fees and expenses, including, but not limited to, reasonable attorneys' fees, reasonable brokerage fees, expenses actually incurred in placing the Premises in rentable condition, and other costs and expenses actually incurred by Landlord in pursuit of its remedies hereunder, or in renting the Premises to others from time to time (all such rent, damages, costs, fees and expenses being hereinafter referred to as "Termination Damages"), and additional damages (hereinafter refetTed to as "Liquidated Damages") which, at the election of the Landlord, shall be either:

(i) An amount equal to the Rent, and other sums and charges which would have become due during the remainder of the term of this Lease, less the amount ofrental, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any Additional Rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), in which case such Liquidated Damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following Tenant's default and continuing until the date on which the term of this Lease would have expired but for Tenant's default. Separate suits or actions may be brought to collect any such Liquidated Damages for any month(s), and such separate suits or actions shall not in any manner prejudice the right of Landlord to collect any Liquidated Damages for any subsequent month(s) by similar proceedings, or Landlord may defer any suits or actions until after the expiration of the remaining lease term; or

(ii) An amount equal to the present value (as of the date of Tenant's default) of all Rent, and additional sums or charges which would have become due during the remainder of the term of this Lease in excess of the rents to be received under any leases relating to the Premises for such period, discounted at the rate of seven percent (7%) per annum, which Liquidated Damages shall be payable to Landlord in one lump sum on demand.

If any Rent owing or other expenses under this Lease are collected by or through an attorney at law, Tenant agrees to pay Landlord's reasonable attorney's fees and other related costs, including interest on all outstanding amounts of one and one-half percent (1 Yz%) per month.

Notwithstanding any provision of this Lease, LANDLORD hereby agrees that LANDLORD's rights and remedies following a default, breach, surrender, or any other failure to perform under this Agreement, shall not include the seizure of assets protected by the Humanitarian Medical Use of Marijuana Act., Ch. 369 of the Acts of2012, i.e. any product containing any amount of marijuana. LANDLORD shall not be entitled to a repayment or remedy that provides LANDLORD inventory of TENANT that contains any amount of marijuana, in any form, whether flower of infused product. LANDLORD hereby forfeits any such remedy. In addition, LANDLORD hereby understands and agrees that a Certificate of Registration, whether provisional or final, is non-transferrable, and may not be assigned or

transferred without prior Department of Public Health approval. LANDLORD agrees that TENANT's Certificate of Registration is not an asset that may be seized by LANDLORD or available as a remedy for TENANT' s default, breach or other failure to performed under this Lease.

18. Holding Over. If Tenant remains in possession of the Leased Premises or any part thereof, after expiration of the term hereof or after the termination of the Lease for default, no renewal or extension of this Lease shall result therefrom unless Landlord agrees in writing to such possession and Landlord and Tenant agree in writing to the terms and conditions of such renewal or extension. If Landlord shall not consent to Tenant remaining in possession of the Leased Premises or any part thereof after the expiration of the term hereof or after the te1mination of the Lease for default, or if Landlord and Tenant cannot agree in writing to the terms and conditions of renewal or extension, then Tenant shall be a tenant at will for the period from the date of expiration of the term or the termination of the Lease or default until the day Tenant surrenders possession of the Leased Premises and Tenant hereby agrees that such tenancy at will shall be upon all the same terms, conditions, and covenants of this Lease, except that the Rent in effect immediately before expiration of the term of the Lease or immediately before the termination of the Lease for default shall be increased by fifty percent (50%).

19. No Waste or Nuisance. Tenant shall not commit or suffer to be committed any waste upon the Leased Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any occupant of the surrounding lands and premises. Further, the Tenant shall in no manner create any nuisance or trespass, nor take any action which will vitiate the insurance or increase the rate of insurance on the Leased Premises.

20. Quiet Enjoyment. Upon payment by Tenant of the Rent herein provided for, and upon the observance and performance by Tenant of all of the agreements, covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Leased Premises for the lease term without hindrance or intenuption by Landlord, subject, neve1theless, to the terms and conditions of this Lease and mortgages, leases and other matters to which this Lease is subordinate.

21. Governmental Regulations. Tenant, at Tenant's sole cost and expense, shall comply with all requirements of all county, municipal, state, federal or other applicable governmental authorities, now in force, or which may hereafter be in force, pe1taining to Tenant's use of the Premises, and shall faithfully observe in the use of the Leased Premises all municipal and county ordinances and state and federal statutes now or hereafter in effect.

22. Subordination of Lease/Non-Disturbance Agreement. Tenant agrees and acknowledges that its leasehold interest in the Leased Premises and this Lease is subordinate to any and all existing mmigages recorded and constituting a lien against the Leased Premises and fmiher acknowledges and agrees that its leasehold interest in Leased Premises and this Lease shall be automatically subordinate to any future mortgage lien of record against said Leased Premises or any portion thereof, provided however, so long as Tenant is not in default hereunder,

Tenant's covenant to subordinate to any future mortgage shall be conditioned upon the execution and delivery of a subordination, non-disturbance and attornment agreement from such mortgagee in a form reasonably acceptable to Tenant.

23. Estoppel Certificate. Either party, upon written request of the other, shall furnish to the other pmiy a statement duly executed and acknowledged, to any mortgagee or purchaser, or any other person or entity specified in such request:

(a) As to the validity and force and effect of this Lease;

(b) As to whether this Lease has been amended and, if so, the substance of such amendment;

( c) As to the existence of any default hereunder, and if any default exists, the nature of such default;

( d) As to the existence of any offsets, counterclaims or defenses thereto on the part of the pmiy executing the cetiification; and

(e) As to any other matters as may reasonably be so requested.

The statement must be furnished within ten (10) business days after receipt of the request and the contents thereof shall be binding upon the party executing the certification.

24. Condenmation or Eminent Domain. If, at any time during this Lease or extension thereof, there is any taking by eminent domain or otherwise by any governmental authority of the Leased Premises or any part thereof (a "Taldng"), Landlord reserves to itself, and Tenant assigns to Landlord, all rights to dmnages accrning on account of a Taking by which damages are payable. Tenant agrees to execute such instrnments of assignment which may reasonably be required by Landlord in any petitions for recovery of such damages, if requested by Landlord. Although all compensation and damages in the event of a Taking are to belong to Landlord, whether such compensation or dmnages are awarded for diminution in value of the leasehold or to the fee of the Leased Premises, Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation or damages as may be separately awarded or recoverable by Tenant in Tenant's own right (on account of any and all dmnages to Tenant's business by reason of the condenmation) for or on account of any costs or loss to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures, machinery and equipment. Tenant shall be entitled to receive and retain amounts which may be specifically awarded to Tenant in any such condemnation proceedings due to the taking of its trade fixtures, leasehold improvements, moving expenses and such business loss as Tenant shall separately and specifically establish. Without limiting the generality of the foregoing, Tenant expressly waives, as to the Landlord only, any damages arising solely from Tenant's loss of its leasehold interest herein as a result of a Taking or by reason of any action by a public authority for which dmnages are payable.

If the Leased Premises are totally acquired by such condemnation, this Lease shall terminate as of the date Tenant shall be deprived of the physical possession thereof. If the Leased Premises are pattially acquired by such condemnation and if the Leased Premises remain reasonably suitable for the continuance of Tenant's operations, this Lease shall continue as to that po1tion of the Leased Premises which is not so condemned or taken, and the rental provided herein shall be reduced in the proportion that the value of the Leased Premises so condemned shall bear to the total value of the Leased Premises prior to such condemnation. In the event this Lease shall be terminated pursuant to this Section, any rentals or other charges paid in advance to Landlord by Tenant shall be refunded to Tenant.

The provisions of this Section shall apply to a Taking of the Leased Premises, or any part thereof, whether the procedures result in formal legal action or by stipulation between a governmental authority and Landlord.

25. Hazai·dous Waste.

25.1 Tenant hereby agrees that all operations or activities upon, or any use or occupancy of the Premises, or any portion thereof, by Tenant, its assignees, subtenants, and their respective agents, servants, employees, representatives and contractors (collectively, "Tenant Affiliates"), throughout the term of this Lease, shall be in all respects in compliance with all Applicable Laws, as hereinafter defined, then governing or in any way relating to the generation, handling, manufacturing, treatment, storage, use, transpo1tation, release, spillage, leakage, dumping, discharge or disposal of any Hazardous Material.

25.2 Tenant agrees to indemnify, defend and hold Landlord harmless from any and all claims, actions, administrative proceedings (including informal proceedings), judgments, damages, punitive datnages, penalties, fines, costs, liabilities, interest or losses, including reasonable attorneys' fees and expenses, consultant fees, and expert fees, together with all other costs and expenses of any kind or nature that arise during or after the term of this Lease, directly or indirectly, from or in connection with the presence, suspected presence, release or suspected release of any Hazardous Material in or into the air, soil, surface water or groundwater at, on, about, under or within the Premises, or any po1tion of either thereof as a result operations or activities upon, or any use or occupancy of any p01tion of the Premises by Tenant or Tenant's Affiliates. Tenant or Tenant's Affiliates shall not be responsible or liable for any Hazardous Materials existing at the Premises on the Initial Term Commencement Date unless Tenant or Tenant's Affiliates negligently cause a release of such Hazardous Material by their actions.

25.3 In the event any investigation or monitoring of site conditions or any clean-up, containment, restoration, removal or other remedial work (collectively, the "Remedial Work") is required under any Applicable Law, by any judicial order, or by any governmental entity as the result of operations or activities upon, or any use or occupancy of any portion of the Premises by Tenant or Tenant's Affiliates, then, at Landlord's option, either Tenant shall perform or cause to be performed the Remedial Work in compliance with such Applicable Law or Landlord may

cause the Remedial Work to be performed and Tenant shall reimburse Landlord within ten (10) days of demand therefor. All Remedial Work performed by Tenant shall be performed by one or more contractors, selected by Tenant and approved in advance in writing by Landlord, and under the supervision of a consulting engineer selected by Tenant and approved in advance in writing by Landlord. All costs and expenses of such Remedial Work shall be paid by Tenant, including, without limitation, the charges of such contractor(s), the consulting engineer, and Landlord's reasonable attorneys' fees and costs incurred in connection with monitoring or review of such Remedial Work. Nothing in this Subsection shall affect any of Landlord's rights (or Tenant's obligations) pursuant to the other provisions of this Section 25 above or elsewhere in this Lease.

As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste as defined by Applicable Law, as hereinafter defined, or which is or becomes regulated by any local governmental authority, the State of Vermont or the United States Government, including, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance" or "hazardous material" under any Applicable Law, (ii) petroleum, or (iii) asbestos.

"Applicable Laws" or "Applicable Law" means any and all federal, state and local laws, statutes, codes, rules, regulations, orders, conditions or ordinances imposed or established by any governmental entity, agency or division or any court of competent jurisdiction relative or otherwise applicable to the zoning or environmental condition of the Premises, construction, leasing or use of the same or any building thereon, now or hereafter promulgated, affecting the Premises.

Tenant is not liable for or responsible to take any action whatsoever with respect to Hazardous Materials already on the Entire Premises or deposited on the Entire Premises by Landlord and its assignees, subtenants, and their respective agents, servants, employees, representatives and contractors.

26. Successors and Assigns. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors and assigns of the said paiiies. No rights, however, shall inure to the benefit of any assignee or subtenant of Tenant unless the assignment to such assignee, or sublease to such subtenant, has been approved by Landlord in writing as provided in Section 16 hereof.

27. Waiver. The waiver by Landlord of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition, or a waiver of any subsequent breach of the same or any other term, covenant or condition. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. No covenant, term or

condition of this Lease shall be deemed to have been waived by Landlord, unless such waiver shall be in writing by Landlord.

28. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than an account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease provided.

29. Entire Agreement. This Lease sets forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Leased Premises, and there are no covenants, promises, agreements, conditions or understandings, oral or written, between them other than as herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by the patiy against whom such alteration, amendment, change or addition is to be enforced.

30. Captions, Headings. The captions, section numbers and headings appearing in this Lease are insetied only as a matter of convenience, and in no way define, limit, construe or describe the scope or intent of such paragraphs or sections, nor in any way affect this Lease.

31. Partial Invalidity. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent pe1mitted by law.

32. Recording. Tenant shall not record this Lease without the written consent of Landlord. However, upon the request of either party hereto, the other party shall join in the execution of a Memorandum of Lease for the purposes of recordation in accordance with 27 V.S.A. § 34l(c).

33. Applicable Law. This Lease shall be construed in accordance with the laws of the State of Vermont without regard to its conflict of laws principles. The patiies waive the benefit of any rule that this Agreement is to be construed against one party or the other.

34. Notices. Any notices to be given pursuant to this Lease shall be sufficient if given by a writing deposited in the United States mails, certified mail or registered mail, postage prepaid, and addressed as set forth below, or ifhand delivered to the following addresses:

If to Landlord: HatTis Commercial Holdings, LLC 717 Dakin Road Ferrisburgh, VT 05456 (802)343-4661

If to Tenant: BCWC, Inc. c/o Derek Ross 34 Extension Street Attleboro, MA Phone: (508)212-4490

Any such notice given in accordance with the requirements of this section will be deemed given three days from its deposit in the U.S. mail, or if personally delivered the date of actual receipt by the recipient.

35. Exhibits. All Exhibits attached hereto are incorporated herein by reference.

36. Variations in Pronouns. All of the terms and words used in this Lease, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number or gender, as the context or sense of this Lease or any paragraph or clause may require, as ifthe terms and words had been fully and properly written in the appropriate number and gender.

37. No Other Representations. Tenant agrees that neither Landlord nor any other pa1ty acting on behalf of Landlord has made any representations or covenants except those that are expressly set forth in this Lease. Landlord shall not be liable, and Tenant shall not be entitled to any remedy including the termination of this Lease, for the breach of any representations or covenants which are not expressly set forth in this Lease.

38. Time of Essence. Time is of the essence of this Lease and each and all of its provisions.

39. Authority and Liability of Tenant. Each individual executing this Lease on behalf of Tenant hereby covenants and wan·ants that Tenant is a duly authorized and existing Company, that Tenant is, or will be within thilty (30) days from the date of this Lease, qualified to do business in the State of Vermont, that the Company has full right power and authority to enter into this Lease, and that each person signing on behalf of the company is authorized to do so. Tenant shall provide Landlord on demand with such evidence of such authority as Landlord shall reasonably request, including, without limitation, resolutions, ce1tificates and opinions of counsel.

40. Attorney's Fees. Not withstanding any other provisions of this lease, in the event the paities hereto become involved in any action or proceeding to enforce this Lease or the rights, duties or obligations hereunder, the unsuccessful paity in such action or proceeding agrees to reimburse the successful party for the reasonable expenses of attorney's fees, paralegal fees and disbursements incurred therein by the successful paity. Such reimbursement shall include all legal expenses incurred prior to trial, at trial and at all levels of appeal and post judgment proceedings.

41. Joint and Several Liability. Each Tenant is jointly and severally liable for the obligations of the Tenant hereunder. If Tenant is more than one person or party, Tenant's obligations shall be joint and several. Unless repugnant to the context, "Landlord" and "Tenant" mean the person or persons, natural or corporate, named above as Landlord and Tenant respectively, and their heirs, executors, administrators, successors and assigns.

42. Subordination.

(a) Tenant agrees, at the request of Landlord, to subordinate this Lease to any mortgage or mortgages placed upon the Premises by Landlord, and, if required by the mortgagee or mortgagees or, to agree not to prepay rent more than ten ( 10) days in advance, provided the holder of any such mortgage or mortgages shall agree that, in the event such holder takes possession of the Premises or forecloses such mortgage or takes a deed in lieu of foreclosure, Tenant shall continue its occupancy of the Premises in accordance with the terms and provisions of this Lease so long as Tenant shall then recognize such holder as Landlord hereunder and continue to pay the Rent when due and otherwise punctually perform all Tenant's obligations hereunder.

43. Landlord's Right to Sell. Landlord shall have the right to sell, assign, transfer or otherwise alienate its interest in the Building. Upon such sale, assignment, transfer or alienation, the new owner shall succeed to all of Landlord's obligations hereunder, and Tenant shall be bound to the new owner to the same extent as it was bound the Landlord. At such time, Landlord hereunder shall be entirely freed and relieved of any further obligation or responsibility under this Lease.

44. Fumigation of Premises. Tenant shall, as needed, spray the Demised Premises for pests, and shall take all other reasonable precautions to ensure that the Demised Premises are free from pests, bugs and rodents.

45. Personal Guaranty. It is also understood and agreed that each of the following members of Tenant shall personally guaranty the payment of all operating expenses for a period of two years. It is also herein understood that this guaranty shall terminate automatically upon the receipt of all state and local approvals to operate the Registered Marijuana Dispensary. Said members are: Derek Ross, John Kenyon, Brett Fish, Michael Shine, Zachary Allen, Mark Rioux, John May and Duncan Harris.

IN WITNESS WHEREOF, the parties herein have executed this Lease of the day and year first above written.

In Presence of:

Witness

STATE OF VERMONT ADDISON COUNTY

LANDL~.HA S MME ALHOLDINGS,LLC

By: Duncan S. Harris Managing Member

At Ferrisburgh, VT this .1i_ day of · , 20 _{J,personally appeared II- ~ .

Duncan Hanis, of Harris Commercial Holdings, C,andhe acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act of deed ofBiirris··· Commercial Holdings, LLC. <J.. • __ · _:

Beforeme, ~d._fo- ~,Ji Notary PubJil:'·. " --

My commission expires: _J.;;...;;::tk...;;.__"L_"'...;''""1'--_....;.....;... ___ .· ·•

In Presence of: TENANT: Bristol County Wellness Center

Witness Derek Ross President and CEO

COMMONWEALTH OF MASSACHUSETTS BRISTOL, COUNTY

At this __ day of , 20 __ , personally appeared Derek Ross of Bristol County Wellness Center and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act of deed of Bristol County Wellness Center.

Before me, Notary Public

My commission exph-es: ------

IN WI1NESS WHEREOF, the parties herein have executed this Lease of the day and year first above written.

In Presence of: LANDLORD: HARRIS COMMERCIAL HOLDINGS, LLC

Witness B.y:. --------,-----------

Dtmcan S. Harris Managing Member

STATE OF VERMONT ADDISON COUNTY

At Ferrisburgh, VT this __ day of 20 _, personally appeared Duncan-Harris, of Harris Commercial Holdings, LLC, and he acknowledged this instrument, by him sealed and s-ubscribed, to be his free act and deed and the free act of deed of Harris Commercial Holdings, LLC.

Before me, _________________ _ Notary Public

My commission expires: -----------

ty Wellness Center

~~~p--~ BRfS'fOL, COUN I Y (<>\1'1 J.<."'-c:.C (J:;Jv..Yy

At .s,.;~t1..\~ ~~ this 2! ::sl--day of 'J U \in , 20 l1_, personally appeared Derek Ross of Bristol' County Wellness Center and he ac owledged this instrument, by him sealed and subscribed, to be his free act and deed and the fr act of deed of Bristol County Wellness.Center.

Before me, l l Notary Public fr.. 0111 (.,sc:;., My commission expires: \ l 'd.o l'i ~~c..J' \=jr \)~rdl ~. ~~sf ONL~ - s -- AN1HONY M. CASCIO

""'ldentilcatin' 757448 Elplres JanlllJy 7, 2019