Manzi Bonanno Bowers - Mass.Gov...Mar 16, 2018 · The· Certificate of Good Standing must be...

Hon. Mary McCauley Manzi (Ret.) Vincent C. Manzi, Jr. Maria Bonanno Jam es M. Bowers

VIAFEDEX

Manzi Bonanno & Bowers ATTORNEYS AT LAW

280 Merrimack Street, Suite B Methuen, Massachusetts 01844

February 16, 2018

Medical Use of Marijuana Program RMD Applications 99 Chauncy Street, ll'h floor Boston, MA 02111

RE: Be Well Organic Medicine, Inc. RMD Management and Operations Profile (#1 ofl)

Dear Sir/Madam:

tel: 978.686.9000 fax: 978. 794.9628

Real Estate fax: 888.655.3060

Of Counsel Charles Scott Nierman

Rachel L. Judkins Alex Moskovsky

r-H<.O :p

Paralegal Jennifer M. Boylan

Paulina Taveras

On behalf of BeW ell Organic Medicine, Inc. ("Be Well"), kindly find enclosed:

(1) Management and Operations Profile;

(2) Remittance form;

(3) Articles of Organization (with Certificate of Change of Directors/Officers);

( 4) Certificate of Good Standing;

(5) By,Laws (with Conflict of Interest Policy);

(6) Employment and Education Forms (5); and

(7) Bank checks in the sum of $30,000.00 (payable to the Commonwealth of Massachusetts) and $3,555.00 (payable to Creative Services, Inc.).

Please note that the Character and Competency Forms were completed and submitted with the Application for Intent. It is our understanding that they do not need to be resubmitted again with Management and Operations Profile.

Medical Use of Marijuana Program RMD Applications Page2

Also, I am enclosing the following documents, relative to the loan agreement by and between Arthur P. Napolitano, Jr./ Jennifer Napolitano, and Be Well Organic Medicine, Inc.:

(1) Demand Promissory Note; and (2) Legal Opinion Regarding Loan Commitment.

These documents are provided, as they were requested by DPH in an earlier application that had been submitted for an RMD license. BeWell did not proceed under the earlier application, as it was timed-out due to an inability to submit a Siting Profile within the one-year time frame.

Thank you for your assistance.

JMB/pt Enclosures

;::;_truly yours,

~ J1n~O

CHARLES D. BAKER Governor

KARYN E. POLITO Lieutenant Governor

INSTRUCTIONS

The Commonwealth of Massachusetts Executive Office of Health and Human Services

·Department of Public Health Bureau of Health Care Safety and Quality

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

MARYLOU SUDDERS Secretary

MONICA BHAREL, MD, MPH Commissioner

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

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate of Registration to

Operate a Registered Marijuana Dispensary

This application form is to be completed by an entity 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 ("Department") to submit a Management and Operations Profile ("applicant").

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

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

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

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

Each submitted application must be a complete, c6llated response, p1inted single-sided on 8 Yi" x 11" paper, and secured with a binder clip (no ring binders, spiral binding, staples, or folders).

Application_'_ of_1 __ Applicant Corporation jseWellOrganic Medicine, Inc.

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 Channey Street, 11th Floor

Boston, MA 02111

All fees are non-refundable and non-transferable.

REVIEW

Applications are reviewed in the order they are received.

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

Applicants must receive an invitation from the Department to submit a Siting Profile within I year of the date of submission of the Management and Operations Profile, or the applicant must submit a new Application of Intent and fee in order to proceed in the application process.

PROVISIONAL CERTIFICATE OF REGISTRATION

Applicants must receive a Provisional Certificate of Registration from the Department within I year of the date of the invitation letter from the Department to 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 Application of Intent, together with the associated fee.

REGULATIONS

For complete information regarding registration of an RMD; please refer to I 05 CMR 725.100, as well as materials posted on the Medical Use of Marijuana Program website: www.mass.gov/medicalmarijuana.

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).

Info:i:rnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the il~itials of the authorized signatory here: -~-s __

Management and Operations Profile -- Page 2

Application _1 _of _1 __

QUESTIONS Applicant Corporation

!seWell Organic Medicine, Inc.

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

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

Manage1nent and Operations Profile - Page 3

Application _1 _ of _1 __ Applicant Corporation jseWell Organic Medicine, Inc.

CHECKLIST

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

[{] A fully and properly completed Management and Operations Profile, signed by an authorized signatory of the applicant

[{]A completed Remittance Form (use template provided)

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

[{]A copy of the applicant's Articles of Organization (as outlined in SectionB)

[{] A copy of the applicant's Certificate of Good Standing (as outlined in Section B)

[{]A copy of the applicant's bylaws or operating agreement (as outlined in Section B)

[{] An Employment and Education Form for each required individual (as outlined in Section D)

DA completed and signed Character and Competency Form for each required actor (as outlined in Section G)

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

The 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 individual performing onsite services on behalf of a consulting or contracted company as Cultivation or Security Manager or the equivalent, if known during the application process; 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. If the applicant does not have a Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer, it must identify the individuals performing the equivalent duties for the applicant and submit these forms for each said individual.

For entities contributing 5% or more of initial capital to operate the proposed RMD, the forms must be completed by the entity's Chief Executive Officer or Executive Director and President or Chair of the Board of Directors. If the entity does not have a Chief Executive Officer or Executive Director or President or Chair of the Board of Directors, it must identify the individuals perfonning the equivalent duties for the entity and.submit these forms for each said individual.

Info1mation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and coinplete, as indicated by the initials of the authorized signatory here: ~--:~

Management and Operations Profile- Page 4

Application _1 _ of_1 __ Applicant Corporation jseWell Organic Medicine, Inc.

SECTION A. APPLICANT INFORMATION

l. I Be Well Org~ni~Medicine, l~c. Legal name of Applicant Corporation

2_ fcha;les J Saba . rn •••••

Name of Applicant Corporation's Chief Executive Officer

3.

128():=,k St M~:oo. MA 018:4

Mailing address of Applicant Corporation (Street, Cityffown, Zip Code)

I Charles J s_ ab~ 4.

Applicant Corporation's point of contact (name of person Department should contact regarding this application)

5. I (978) 3Y6-844 7

Point of contact's telephone number

Fjsaba@pitchfT1;t~nt.com 6.

Point of contact's e-mail address

7. Number of applications: How many Management and Operations Profiles does the applicant intend to submit?

SECTION B. INCORPORATION

8. Attach a copy of the applicant's Articles of Organization, documenting that the applicant is an entity incorporated in Massachusetts.

9. Attach a copy of the applicant's Certificate of Good Standing from the Massachusetts Secretary of the Commonwealth. The· Certificate of Good Standing must be daented no earlier than 90 days prior to the date the Management and Operations Profile is received by the Department.

10. Attach a copy of the applicant's bylaws (if a non-profit or domestic business corporation) or operating agreement (if a limited liability company).

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

Manage1nerit and Operations Profile- Page 5

Application _1 _ of_1__ Applicant Corporation JseWell Organic Medicine, Inc. ··

SECTION C. NON-PROFIT COMPLIANCE

If the applicant is a non-profit corporation, answer each of the questions in Section C to explain how the corporation will remain in compliance with the non-profit requirements of Ch. 369 of the Acts of 2012, the regulations at 105 CMR 725.000, and "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance." Please refer to the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" document in completing this Section.

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.

None

BeWell will not engage the services of a management company.

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

BeWell Organic Medicine, Inc., has entered into a lease agreement with Chart Holdings, LLC. The managers and members of Chart Holdings, LLC, are Arthur P. Napolitano, Jr., and Charles M. Saba.

BeWell Organic Medicine, Inc. has entered into an agreement with Arthur and Jennifer Napolitano for financing of $500,000.

The directors of BeWell Organic Medicine, Inc. are Dr. Jean Tabit, Jennifer L. Napolitano, Charles J. Saba, Robyn A. Saba, Vincent C. Manzi, Jr., David T. Hild\, Ronald D'Arcangelo, and Hon. Kevin P. Herlihy (ret.). There are directors and officers of seWell Organic Medicine, Inc., who are related to Arthur P. Napolitano, Jr., and Charles M. Saba, namely: Jennifer L. Napolitano is the spouse of Arthur P. Napolitano, Jr.; Charles J. Saba is the son.of Charles M. Saba; and Robyn A. Saba is the spouse of Charles M. Saba. The majority of the directors for BeWell Organic Medicine, Inc. are not related to the principals of Chart Holdings, LLC.

Info1mation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _c_Js __

Management and Operations Profile Page 6

Application _1 _ of_1__ Applicant Corporation IBeW~ll Organic Medici~e, Inc.

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.

The following Board Members will be working as employees of the RMD:

Charles J. Saba will hold the position of CEO and Executive Director David T. Hildt will be the Operations Director Jennifer Napolitano will act as the Comptroller I CFO Robyn A. Saba will be the Director of Training & Education Ron D'Arcangelo will act as Director of Security

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.

None

No member of the Board of Directors are serving as officials, executives, corporate members or board members for any management company, or other third party proposed to contract or otherwise conduct business with the proposed RMD, although Board of Director Jennifer Napolitano is an individual investor.

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

---Manage1ncnt and Operations Profile- Page 7

Application _1 _ of_1__ Applicant Corporation JBeWell Organic Medicine, Inc.

15. Please identify any contract or agreement, executed or proposed, under which a 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.

None.

BeWell Organic Medicine, Inc. has not entered into any contract or agreement, executed or proposed, under which a percentage or portion of the applicants revenue will be distributed to a third party.

ATTESTATION

The applicant agre~ and attests that it will operate in compliance with the "Guidance for Registered Marijuana Dispensaries J>egfding Non-Profit Compliance."

/ lf !! /f,1 - l('f_,. 1 ,~/Iv {'t(

I I ' f •} $<:uthorized Signatory Date1 Sign~d

jcharles J Saba

Print Name of Authorized Signatory

jcEO I President

Title of Authorized Signatory

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

Managen1ent and Operations Profile -Page 8

Application _1 _ of_1 __ SECTION D. EXPERIENCE

Applicant Corporation IBeW~llOrganic Medicine, Inc.

16. Attach a completed and signed Employment and Education Form (use template provided) for each required individual (as outlined in the Employment and Education Form)

17. Describe the experience, and length of experience, of the applicant's Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, or their equivalent, with running a business.

CEO Charles J Saba has worked in every roll from support, to engineer, to management. In his current role he has worked with regulators in countries like Turkey, and has overseen the built out of office sites in New York City, San Francisco, Bulgaria, Berlin, and Dubai. Now as VP of International IT he manages a global team of engineers and administrators that are responsible for the offices and off-site locations in London, Sydney, Bulgaria, Berlin, Hong Kong, Shenzhen, and Israel.

COO David T. Hildt has a long career working within the non profit sector spanning from 1968-present. He has worked as Director of after school programs at the Lawrence Family Development Charter School, Executive Director of Adelante Inc., an academic enrichment, test prep, community service and scholarship program for youth in Lawrence, Massachusetts. David spent three years as a Peace Corps volunteer in Brazil. Upon returning to the US, he became the Program Director for Boston School Volunteers and later worked as a writing consultant, and Interim Director of the Lawrence Public Library. With lifelong interests in education and public service, Hild! has developed and taught courses for immigrants and refugees in English, employability skills and family literacy. A resident of Amesbury, Hild! served as the city's Mayor for two terms, from 2002 to 2006. While mayor, he was an active member of the Massachusetts Municipal Association and served as president of the Massachusetts Mayors Association. He was a long-time member of the Amesbury School Committee, and a graduate of Georgetown University. He has served as a member of many community and regional boards and commissions, and has a long list of working with and running non-profit corporations

CFO Jennifer L. Napolitano is the CFO and office manager for a 240 million dollar marketing company, World Class Holdings, LLC. For over the past 5 plus years she has been preparing P/L's, monthly Commission Reports, accounts receivable and payable, bookkeeping an(j_paying out monthly commissions to the company partners.

Information on this page has been reviewed by the applicant, and \Vhere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: c,is

---

Managen1ent and Operations Profile Page 9

Application _1 _ of_1 _ Applicant Corporation IBeWell Organic Medicine, Inc.

18. Describe the experience, and length of experience, of the application's Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, or their equivalent, with providing health care services.

BeWell Organic Medicine, Inc. corporation's Chief Executive Officer and Chief Operations Officer have no experience with providing health care services.

CFO Jennifer Napolitano has completed education in the medical assistant field with past employment for OBGYN Associates of Southern NH. Responsibilities included preparing charts and rooms for patients. Perform vitals and update patient files. She assisted the doctor with exams and medical procedures, taking specimens from the procedures, labeling and sending them to the lab for analysis. She also prepared results for the doctor, ran lab tests for urinalysis, i.e. pregnancy, and did first time appointments with new pregnant couples.

Our Medical Advisor and Board Member Jean Tabit has vast experience with health care services. Upon graduating from New Hampshire Dartmouth Medicine Residency in 2004, Dr. Tabit joined the Greater Lawrence Family Health Center. She has worked there serving the Lawrence Community for nearly 10 years. Among her many duties at GLFHC she supervises group medicine visits for prenatal, child obesity, adolescents and diabetes. Dr. Tabit also serves as the Medical Director for Reach Out and Read within her clinic. Dr Tabit is a Clinical Instructor in Family Medicine for Tufts University School of Medicine and enjoys spending part of her time teaching Residents as well medical students. She has been recognized for her work among the underserved and has been awarded a grant from the National Health Service Corps to continue her efforts. Board Certified in Family Medicine, Dr Tabit is an active member in good standing of the Medical Staff at Lawrence General Hospital where she admits and rounds on her patients. She is familiar with and complies with the guidelines of many regulatory boards including Massachusetts Board of Registration in Medicine, American Board of Family Medicine, Department of Public Health, Controlled Substances Bureau, Joint Commission Accreditation Health Care Administration, and Occupation Safety and Health Administration. As an Osteopath, Dr. Tabit is interested in Holistic medicine as an adjunct to traditional medicine. She has participated in Continuing Medical Education programs for Medical Marijuana and continues to educate herself in this regard. Her office offers many alternative medicine programs including Osteopathic Manipulation, Hypnosis, Acupuncture, Group Exercise and Yoga. Dr Tabit envisions integrating traditional western medicine with alternative medicine practices and utilizing the medicinal qualities of marijuana to create a holistic clinic environment for patients in need.

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

Management and Operations Profile-· Page 10


19. Describe the experience, and length of experience, of the applicant's Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, or their equivalent, with providing services for marijuana for medical purposes.

None

BeWell Organic Medicine, Inc. Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer have no experience with providing services for marijuana for medical purposes.

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


Application _1 _ of_1 __ Applicant Corporation lseWell Organic Medicine, Inc.

20. Describe the experience, and length of experience, of the applicant'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.

CULTIVATION

Anthony Troiano worked cultivating medical marijuana in several grow cooperatives in & around Santa Rosa, CA for the last 10 years assisting with cultivating high quality medical marijuana sold to local dispensaries. As Facilities Production Manager of Mercy Wellness Center, Cotati, CA, Anthony planned & scheduled all phases of growth from seed to planting, mother creation, cloning, pruning, fertilizing, pest control, harvesting & curing. Additionally, he setup standards assuring all aspects of cleanliness & sanitation. At Mercy Wellness, he maintained a positive relationship with surrounding neighbors, the Police Department & the City of Cotati. Anthony is familiar with & has cultivated numerous strains of lndica, Saliva and cross strains including some that he has created. His creation, Darth Tone, competed at the High Times Cannabis Cup & now a staple strain in some California dispensaries. Anthony is the founder & owner of Tone Tea, a Santa Rosa based producer of composted organic fertilizers, which he sold to traditional farms as well as medical marijuana cultivation centers & cooperatives.

Will Kuss holds a B.S. of Agronomy & Soil Science from Auburn University graduating in 2010. Since January 2010, Will has worked as Head Indoor Cultivation Instructor for the Cannabis Career Institute teaching at events across the United States and consulting in various states for dispensary/cultivation license applications and installations, integrating patient feedback and dispensary sales with strain selection and cultivation site harvest schedules, cultivation site output projections, custom layouts, troubleshooting/caretaking, strain selection, employee training, assisting qualified individuals in finding employment opportunities in the medical cannabis industry, overseeing large scale patient collective or medical cultivation sites in Arizona, California, and Maryland.

SECURITY

As Director of Security Ronald D'archangelo will implement and oversee the security for buildings & transportation. Ron has over 30 years experience in corrections & law enforcement & is a retired Chief Probation Officer for Amesbury and Newbury District Courts, beginning in 1991. In 1980 he received a Master's Degree in Criminal Justice from Ave Maria College. From 1966 through 1972, he worked at the Essex County Reformatory in Lawrence, MA. In 1973, he was appointed to the Massachusetts Probation Department assigned to the Amesbury District Court. He was the Vice Chairman of the Board of Directors at the Haverhill Boys Club, as well as Vice Chairman of the Whittier Vocations/Technical High School Committee. He also received numerous awards for outstanding achievements & his department was the first in the Commonwealth to receive certification for casework and management.

Ron has no prior experience with providing services for marijuana for medical purposes. Security will be in compliance with 105 CMR 725.110.

Infonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and cOmplete, as indicated by the initials of the authorized signatory here: CJs __ _

Management and Operations Profile- Page 12

Application _1 _ of_1 __ SECTION E. OPERATIONS

Applicant Corporation rEleWell Organic Medicine, Inc~

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

Be Well will predominantly use hydroponic growing methods utilizing a recirculating deep-water culture system. Our cultivation specialists have set up numerous systems using this and other methods. Recirculating water & nutrients throughout each day will optimize root-zone health and increase nutrient-uptake efficiency. Deep-water culture maintains uniformity throughout the entire system, assuring proper pH & EC levels for all plants. The constant fluid motion boosts the nutrient solution with dissolved oxygen creating a hyper-aerobic condition upon which plants & their roots thrive and results in larger yields and faster grow cycles. Watering, lighting & other environmental variables, will be automatically controlled in order to minimize human error. Plant life-cycle will be tracked with BioTrackTHC software. These automations, in conjunction with our trained team closely following growing protocols will result in consistent, safe marijuana for patients.

The primary reason for a hydroponic growing process is that it greatly limits the introduction of microbial pests traditionally carried in through soil. Additionally it makes it much easier to maintain a sterile environment while allowing for an organic & environmentally safe growing program. We will create an integrated pest and disease management plan in the event of an outbreak utilizing smaller rooms which allow for more control of environment & quarantine in the unlikely event of an outbreak. Our software will allow us to track batches, quarantine, and destroy contaminated plants and medicine. Sterilization will be part of our protocol and all cultivation staff will wear full Tyvek suits, booties, and rubber gloves.

We will grow in coco coir, clay, or other mediums and use water soluble organic nutrients. We will start with a variety of strains including indica, saliva, and hybrids and a wide variety of plant genetics with differing THC/CBD percentages. We will increase strains over time based on patient needs.

We will use High Pressure Sodium (HPS) lights in conjunction with Light Emitting Plasma (LEP). The advantage of LEP is that it uses 1/3 of the electricity for comparable output, lamps last 5 times longer, emits no heat rad and no electromagnetic interference. Most importantly, the light output most closely resembles the sun in terms of spectrum coverage as measured by photons.

Use of High Efficiency Particulate Air (HEPA) filters and C02 in smaller grow rooms will help maximize pounds per light and increase our volumetric efficiency. Our team understands cultivation concepts, how to apply them, and the products and organic nutrients that will best achieve desired results in the healthiest and most environmentally sound manner.

Cultivation and cultivation rooms will be in compliance with 105 CMR 725.110 and cultivation will be consistent with U.S. Dept. of Agriculture requirements at 7 CFR Part 205 and in compliance with applicable provisions of 105 CMR 725.105.

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

Management and Operations Profile - Page 13


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

BeWell's experienced culinary staff will utilize the most up to date & safe methods to infuse THC and CBD into delicious, healthful foods in compliance with appropriate provisions of 105 CMR 725.105 and 105 CMR 725.110. MIPs Include -Candy: Hard Candies, Lollipops, Gummy Products, Mints, Chocolates, Chocolate Bars, Gums, etc. Baked Goods: Traditional, as well as Gluten Free formulas for Cookies, Brownies, Cakes, Cup Cakes, etc. Beverages: Sodas, Ice Teas, etc. Snacks: Popcorn, Pretzels, Chips, Corn Puffs, etc. We will also offer other products: Tinctures, Oils, Waxes, Lip Balm, Butters, Topical Creams, Honey, and Transdermal Patches. Together these products provide a safe, fast and/or time released medication, as an alternative to smoking and/or vaporizing. All prepared foods will contain wholesome ingredients and be produced under the direction of ServSafe certified staff. All MIPs will be packaged and labeled in a manner eliminating any resemblance to typical food or beverage products and in compliance with appropriate provisions of 105 CMR 725.105. We will follow Department of Health standards and guidelines for Wholesale Food Labeling, as well as all Commonwealth of MA statutory requirements,

23. Provide a sununary of the applicant's methods of producing MIPs, if the applicant intends to produce MIPs.

In compliance with local food safety, Board of Health, and ServSafe regulations, BeWell will combine science & culinary art techniques to process, cook and package MIPs as a healthy alternatives to smoking.

We will use a state of the art Supercritical Fluid (SCF) separator & extractor for CBD & THC dosing of MIPs. SFCs are effectively replacing petroleum-based solvents & is an alternative to alcohol & food grade vegetable glycerin extraction processes, which will make our product more healthful.

Our commercial grade kitchen will utilize a ServSafe certified learn & follow all Board of Health & OSHA regulations to produce safe & healthful edibles.

Processes using SCFs to produce oils for tinctures & edibles leave no toxic residue. With the properties & benefits of both a gas & a liquid SCF offers solubility without surface tension, making even the most sensitive of processes possible. The SCF Separator and Extractor utilizes a safe and effective Carbon Dioxide (C02) system. MIPs will be produced within our secured production laboratory & commercial grade kitchen.

All methods of production will be done in compliance with all applicable provision of 105 CMR 725.105, 105 CMR 725.110 and 105 CMR 300 & 105 CMR 500.

Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the autho1ized signatory here: ~-·~·" ...


jseWell Organic Medicine, Inc.

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

Quality Control Standards An analytical testing laboratory will comply with all DPH regulations set forth now and in the future.

We will contract with a DPH approved analytical testing laboratory. The contractor must provide the full range of testing services, including:

Microbiological testing (mold, mildew) with qPCR (quantitative polymerase chain reaction) for genomic testing. This testing can detect the presence of even a single organism;

Heavy metals testing using atomic absorption spectroscopy (AAS), capable of detecting metals in the parts per billion (ppb) concentration range;

Pesticides testing using liquid chromatography - tandem mass spectroscopy (LC - MS/MS), detecting hundreds of pesticides beyond the ppb range, as advised by agricultural industry experts;

Plant growth regulators testing using high-performance liquid chromatograph (HPLC), detecting paclobutrazol, daminozide, and other dangerous PGRs;

Cannabinoid profiling: using HPLC, we will go beyond the requirements and quantify THC, THCa, CBD, CBDa, and CBN.

Our BioTrackTHC software allows our RMD to record and attach test results to each batch of medicinal marijuana within the system. Since BioTrackTHC easily tracks who is to receive any part of a given batch, labeling is a reliable way to assure patients of the consistent purity and potency of their medication.

Info1mation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _CJ_s __

Manage1nent and Operations Profile -Page 18


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

BeWell operating procedures for maintaining confidentiality and compliance with 105 CMR 725.200.

Identity and Access Management - BeWell will utilize software that complies with HIPAA guidelines. Information stored in the database will be password protected and all agents will be trained on professional conduct, ethics and state and federal Jaws regarding patient confidentiality.

System and Environment Configuration - Patient, Caregiver and Dispensary Agent information will be stored and processed on encrypted, secure systems that are strictly controlled and regularly backed up.

Monitoring - All access to protected information will be monitored regularly. A record will be kept of all logins and records created or edited during that login time.

Information Flow Control and Encryption - Protected information will only be moved/copied when authorized and will be encrypted in storage and while transmitted.

Any protected information not in electronic form will be stored in a locked facility with access limited to management as determined by the Director of Operations. In addition to the rules and regulations regarding access and security of protected information, all applicable individuals will be provided documentation that informs them of their rights to privacy.

All employees will undergo confidentiality training.

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

Be Well has developed personnel policies for recruitment, hiring, training and managing our team to enhance a consistently safe, work environment, focussing on patients needs and staffed by a competent team. Proper safety guideline protocols and adequate oversight is the basis of our personnel policies. BeWell is committed to competitive wages, opportunities for advancemen~ merit-based increases, potential bonuses, and competitive benefits package.

Highllghts:

Definition of responsibilities Clearly understood chain of command and authority Inclusive Open Door Policy Well paid, qualified, and trained team Promote from within High patienVstaff ratio Professional recruiting practices Cross-training to limit job fatigue Documented Orientation & Training of new hires Documented Confidentiality Training Documented annual re-training

Employee Handbook: A comprehensive handbook that will guide our team's behavior and assure proper staffing and consistency.

Training: A training program with a strict focus on legal, medical, patient care, sales and safety issues.

Equal Employment Policy: BeWell practices & encourages equal-opportunity employment & advancement

Compensation: A competitive "living wage" range for all job skills.

Benefits: A comprehensive program including health, dental, vision, life, vacation, sick, maternity and personal time, disability, retirement, educational reimbursement, Sec. 125 Plan, prepaid legal and more.

Workers Compensation: As required

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

----

Managernent and Operations Profile - Page 19


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

All records of the RMD must be available for inspection by the DPH and other approved enforcement agencies upon request. Written records that are required and are subject to inspection include but are not necessarily limited to all records required in any section of 105 CMR 725.000, in addition to the following:

(1) Operating procedures as required by 105 CMR 725.105(A); (2) Inventory records as required by 105 CMR 725.105(G); (3) Seed-to-sale tracking records for all marijuana and MIPs as required by 725.105(G)(5).

BeWell will maintain all records as identified in 105 CMR 725.105 (1)(1)-(7), and shall maintain compliance with all applicable provision of 105 CMR 725.000 as it may pertain to record keeping and with a concentrated focus on all applicable provisions of 105 CMR 725.105.

Patient and product record keeping will be tracked by BioTrackTHC software along with other electronic systems, methods, and processes.

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

Manage1nent and Operations Profile"-- Page 20

Application_1 _ of_1__ Applicant Corporation jseWell Organic M~clicine, Inc.

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

Patient Education.

BeWell will provide educational materials about marijuana to registered patients and their personal caregivers. Our RMD will have adequate supplies of educational material available for distribution in various languages. Educational materials will be available in translations accessible to all patients of the RMD, including for the visually- and hearing-impaired and be available for inspection by the DPH upon request.

The educational material will include but is not limited to the following:

1. A warning that marijuana has not been analyzed or approved by the FDA, there is limited information on side effects, there may be health risks associated with using marijuana, and marijuana should be kept away from children; 2. A warning that driving is prohibited by M.G.L. c. 90, s. 24, and that machinery should not be operated while under the influence of marijuana. · 3. Information to assist in the selection of marijuana, the various effects of specific strains, and various forms and use such as ingesting, topical application, sublingual use, transdermal use, vaporizing, and smoking.

In addition to the above, BeWell will provide all the educational materials as identified in 105 CMR 725.105(K)(4)-(9). as well as maintain compliance with all applicable provisions of of 105 CMR 725.000 as it may pertain to patient education with a concentrated focus on all applicable provisions of 105 CMR 725.105.

Information on this page has been revieweO by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signato1y here: ~c_Js __

Management and Operations Profile ~--Page 21

Application _1 _ of _1 __ Applicant Corporation· jseWell Organic Medicine, Inc.

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

Free or reduced cost marijuana will be provided to registered patients with verified financial hardship based on individual's income & Federal Poverty Level (FPL) with a 300% of the federal poverty level adjusted for family size (105 CMR 725.004).

A detailed summary of BeWell's policies & procedures for registered qualifying patients with verified financial hardship for no charge or at less than the market price, as required by 105 CMR 725.100(A)(6), is as follows; 1. Patients who earn or receive 100% or less of the FPL qualify for a free 1 /8 ounce of marijuana for medical use per week. Purchases above the 1/8 ounce within that week will be discounted at 50%. 2. Patients who earn or receive between 101%-200% of the FPL qualify for a 75% discount for 1/8 ounce of marijuana for medical use per week. Purchases above the 1/8 ounce within that week will be discounted at 50%. 3. Patients who earn or receive between 201%-300% of the FPL qualify for a 50% discount for 1/8 ounce of marijuana for medical use per week. Purchases above the 1/8 ounce within that week will be discounted at 25%. 4. Any patient providing evidence of Mass Health or Supplemental Security Income qualify for a 50% discount for 1/8 ounce of marijuana for or medical use per week. Purchases above the 1/8 ounce within that week will be discounted at 25%. Our Financial Hardship Program will not discriminate & will be posted in house & online & explained to patients on their initial intake by our social worker.

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

Dispensary Agent Training

BeWell will ensure that all Dispensary Agents' complete training prior to performing job functions. Training will be tailored to the roles & responsibilities of the job function of each Dispensary Agent, and include confidentiality and other topics as specified by the DPH. All staff will receive annual on-going training.

Orientation training will include the employee handbook, Marijuana FAQs, specific hands-on training & quizzes. Extensive security training as well as safety in the workplace: preventing slips & falls, fire, equipment/machinery, and proper lifting.

State & Federal Law training related to marijuana, & marijuana for medical use, obligations of RMDs, rules and regulations, sexual harassment, and the rights & responsibilities of patients.

Patient care training is focused on assisting patients in making appropriate decisions, choosing the type of marijuana strains for their disease or condition, as well as delivery methods.

HIPPA, confidentiality training, sensitivity and rights of disabled persons. Identifying and interaction with patients during a medical emergency. Uses and benefits of marijuana for medicinal use.

All training will be iri compliance with 105 CMR 725. 105(A) and other applicable provisions of 105 CMR 725.000.

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

Managen1ent and Operations Profile - Page 22

Application _1 _ of_1 __ Applicant Corporation jBeWell Organic M~dicine, Inc.

3 8. Will the applicant provide worker's compensation coverage to its Dispensary Agents? YesE]NoO

39. Will the applicant obtain professional and commercialinsurance coverage? Yesl7:JNo0

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

Be Well has sent out RF P's to four insurance agencies .that have sourced carriers insuring Medical Marijuana Cultivation, Production and Dispensary Centers: Premier Southwest Insurance Group, Fitzgerald Insurance, ·integrated Insurance Solutions, and Anthony & Malcolm Insurance. The RFP asked for general liability insurance coverage for $1,000,000 per occurrence and $2,000,000 in aggregate, annually, and product liability insurance coverage for $1,000,000 per occurrence and $2,000,000 in aggregate, annually.

A local company, Anthony & Malcolm Insurance Agency of Bradford MA, has obtained, completed and submitted applications to insurance carriers to procure insurance in accordance with the requirements set forth in code 105 CMR725.105(0)(2). The insurance companies approached include, but are not limited to Markel Insurance Company, Chubb Insurance Company and Scottsdale Insurance Company, all of which are experienced in the area of insuring Registered Marijuana Dispensaries. Markel Insurance Company has accepted, reviewed and offered coverage which meets or surpasses the requirements. Markel Insurance Company is prepared to issue the insurance policy upon request by Be Well Organic Medicine, Inc.

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

Management and Operations Profile - Pngc 23


SECTION F. CAPITAL CONTRIBUTORS

List all persons and entities known to date that are connnitted 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 or Executive Director and President or Chair of the Board of Directors, or their equivalent.

Attach additional tables if needed.

Individual Name Amount of Initial Capital % of Initial Capital

Committed Committed

Arthur P. Napolitano, Jr. and Jennifer L. Napoli!; $ 500,000 j100% a

$ I

l -----

$ .

$ I

$ I

EntityName Leadership Names Amount of Initial % of Initial Capital

Capital Committed Committed

Entity CEOorED

I ·--" $ I

Entity Pres or Chair

I rntity CEQorED $ I

Entity Pres or Chair

Entity CEO or ED $ I

Entitv Pres or Chair

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


Application 1 of 1 -- --- Applicant Corporation IBeWell Organic Medicine, Inc.

SECTION G. CHARACTER AND COMPETENCY FORMS

41. Attach a completed and signed Character and Competency Form (use templates provided) for each required actor (as outlined in the Character and Competency Forms). Please note that there is a "Form for an Individual" and a "Form for an Entity."

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


Application _1 _ of_1 __ Applicant Corporation ATTESTATIONS

jseWell Organic Medicine, Inc.

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

'/;/ /;' ~-i-1 --+--\I //;1 // I ?/,7.f 1!5

Signatory Date Signed{

jcharles J Saba


icEO I President


The applicant agrees and attests that it will operate in compliance with all applicable state laws and regulations, including, but pot iimitedf, laws regarding child support and taxation.

;1 "y ' ,/\ { I r; .. :!/ )<\~ i // " I ~~ f 1 c. f i zr Sigtllffur.e of Autho ize ~gnatory •. Date Signed i

,/

jcharles J Saba


jcEO I President


Information on this page has been revie\.ved by the applicant, and vvhere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _c_Js __


Application _1 _ of_1 __ Applicant Corporation ·1BeWell Organic Medicine, Inc.

I, the authorized signatory for the applicant, hereby attest that if the applicant is allowed to proceed to submit a Siting Profile the 'plicant is prepared to comply with all Siting Profile requirements.

7 I .-2 I iLZ !ZJ Date $igne

!charles J Saba


j CE Of P~~side~t Title of Authorized Signatory

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


i I

c p

1d

RA.

P.C.

William Francis Galvin Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF ORGANIZATION (General Laws, Chapter 180)

ARTICLE I The exact name of the corporation is:

BeWell Organic Medicine, Inc.

ARTICLEll 'lbe purpose of the corporation is to engage in the folJowing activities:

The puf]lase of BeWell Organic Medicine is ta provide medical and managed care 1o persons within !he limits of the area to be served by the corporation, by providing med lea I supplies, support, counseling, and educanonal materials to qualifying patients or their personal caregivers.

To promote, cooperate, and assist In the establishment, maintenance, and support of a managed medical care facility, by promoting knowledge of !he services provided 1herein and the encouragement of the use of the servl~.s provided by such managed medical care facility.

The corporation may have and exercise all powers necessary or convenient to effect all of the purposes for which the corporation is fanned; provided thal no such power will be exercised in a manner inconsistent with M.G.L. c. 180, or any other chapter of the General Laws of the Commonwealth, or provisions of the Internal Revenue Code.

See Page 2 - Continuation of Purposes.

NaM: I/ lht! space proulded vtuler any antck M item on tbls form Is insufficient, uddltlmrs sbull be Itel forth on one side on'1 of sepnTate 8 1/2 !'( 11 sbeJJts of ""per wllh tz ltifl '1J4'i'.ln ttf m I.east l lncb. AddUlons lo man! than one artlcfc may be ma4e ori a single sbtJel so long a&- l!acb artlck reqnJrlng eacb iJtldl#flrt #:clear~ indlcalad.

I I-

ARTICLE II - CONTINUATION OF PURPOSES

The Corporation may buy, lease, or otherwise acquire and-to construct, reconstruct, ann, occupy, operate, mortgage, invest in, lease, sell, convey or otherwise dispose of real estate, interests in real estate, and all other real and personal property, tangible or intangible, as may be necessary for or incidemal to purposes of this corporation.

The Corporation may engage· in all other activities permitted by law in furtherance of the aforementioned purposes and to solicit conoibutions from any source in order to obtain the resources necessary to accomplish said purposes.

The Corporation may make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes and in time of war or other national emergency in aid therefor. The Corporation may be a partner in any business enterprise which the Corporation would have power to conduct by itself.

The Corporation may purchase, take receive, subscribe for or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise deal in and with, bonds, and other obligations, shares, or securities or interests issued by others, whether engaged in similar or different business, governmemal, or other activities.

No part of the assets of the Corporation and no part of any net earnings of the Corporation shall be divided among or inure to the benefit of any officer or director of the Corporation or any private individual or be appropriated for any purposes other than the purposes of the Corporation as herein set forth.

In the event that the Corporation is a private foundation as that term is defined in Section 509 of the Internal Revenue Code, then notwithstanding any other provisions of the articles of organization or the by-laws of the corporation, the following provisions shall apply,

The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undisoibutedincornei:mposed by Section 494 2 of the Internal Revenue Code.

Upon dissolution or liquidation of this Corporation, all of its assets remaining after the satisfaction of its obligations shall be distributed among any one or more charitable corporations which are exempt from taxation by the United States and the Commonwealth of Massachusetts, and in no event shall assets be distributed to members of this Corporation upon dissolution or liquidation.

All references herein to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1954 and shall be deemed to include statutes which succeed said provisions (i.e., corresponding provisions of future Internal Revenue laws).

The Be Well Organic Medicine, Inc., is formed for charitable and educational purposes within the meaning of Section 501 ( c) (3) of the Internal Revenue Code in order to provide health and social services for all persons who live or are employed in the Greater Lawrence area. The co:rporation is formed to establish a community-based neighborhood health center which will operate to fulfill the aforementioned purposes.

ARTICLEfil A corporation may have one or more classes of members. If 1t does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class1 may be set forth ;n the by-laws of the corporation or may be set forth below:

Not Applicable.

ARTICLE IV ••other Ja.wful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for Um!tfng, defining, or regulating the po,vers of the corporatloh, or of its directors or members, or of any class of members, arc as follows:

See attached pages.

ARTICLEV The by.Jaws 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 followJng page, have been duly e~ected.

it~Jf t™->re are ni:;i pro Visions, slato "None". Nate: 1be preceding/our (4) artkk& are c:on:ddcted to be permanem and mny only be changed by fl/Jng appropriate Anldes of A.mendmtml.

.,,,: !·.

ARTlCLE IV - OTIIER LAWFUL PROVISIONS

The corporation shall have the following powers in furtherance of its corporate purposes:

a) The corporation shall have perpetual succession in its corporate name.

b) The corporation may sue and be sued_

c) The corporation may have a corporate seal which it may alter at pleasure.

d) The corporation may elect or appoint directors, officers, employees and other agents, fix their compensation and define their duties and obligations.

e) The corporation may purchase, receive, take by grant:, gift, devise, bequestor otherwise, lease, or otherwise acquire, own, hold, improve, employ, use or otherwise deal in and with real or personal property, or any interests therein wherever situated, in an unlimited amount.

£) The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest

g) The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property or any interest therein, wherever siruated_

h) The corporation may purchase, take, and receive. subscribe .for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities q:r interests issued by others, whether engaged. in similar or different business, goverruilental, or other activities.

i) The corporation may make contracts, give guarantees and incur liabilities borrow money, at such .rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever' situated and take of funds

j) The corporation may lend money, invest and reinvest its funds, and hold real and personal property as security for the amount so loaned or invested_

k) The corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts General Laws, Chapter 180, as now in force or as hereafter amended, in any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on for profit a trade or business.

.. ··------------------

1) Unless the corporation is entitled to exemption from federal income tax under Section SOI (c) (3) of the Internal ~~venue Code in which caseitshalllllllkeno contribution for other than religious, charitable, scientific, literary or educational purposes, the corporation may make donations in such amounrs as the members or directors shaU determine, irrespective of corporate benefit, for the public welfare or for community fond, hospital, charitable religious, educational, scientific, civic or similar purposes, and in time of war or othei: national emergency in aid thereof.

m) The corporation may be an incorporator ofother corporations ofany type or kind.

n) The corporation may be a partner in any business enterprise which it would have power to conduct by itself.

o) The directors tnay make, amend orrepeal the by-laws in whole or in part, except with respect to any provision thereof which by law or the by-laws requires action by the members.

p) Meetings of the members may be held anywhere in the United States.

q) The corporation shall, to the extent legally pennissible, indemnify each of its directors, officers, employees or other agents, (including persons who serve at its request as directors, officers, employees or orher agents of another orgairization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfacti~n of judgments, in compromise or as fines and penalties and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, office employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in rhe best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the corporation, after notice that it involves such fudemnificatibn; (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or ( c) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses including counsel fees, reasonably incurred by any such director, officer, trustee, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the corporation in advance of the final disposition thereofupon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent may be entitled, nothing contained herein shall affect any rigbts to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms

"directors", "officer", "emplciyee", aitd "agent" indude their respective heirs, executors and administrators, and an "interested" director is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.

r) No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer, ormember of this corporation, individually or any individual having any interest in any concern in which any interest, may be part to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this corporation;

1) and such contract, transaction, or act shall not be in any way invahdated or otherwise affeeted by that fact:

2) '110 such director, officer, member, or individual shall be liable to this corporation for any profit or benefit realized tlrrough any such contract, transaction, or act; and

3) any such director of this corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof whicn snail authorize any such contract, transaction, or act, and may vote to

authorize the same;

Tue term "interest" including personal interest and interest as a director, officer, stockholder, sharenolder, trustee, member or beneficiary of any concern; the term "concern' meaning any corporation, association, trust, partnership, finn, person, or other entity other than this corporation.

s) No part of the assets of the corporation and no pai:t of any net earnings of the corporation shall be divided among or inure to tbe benefit of any officer or director of the corporation or any private individual or be appropriated for any purposes other than tb.e purposes of tb.e corporation as herein set forth and no substantial pai:t of the activities of tne corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501 ( c) (3) of the Internal Revenue Code and shall not be a private foundation under Section 509 (a) of the Internal Revenue Code.

t) Upon tb.e liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision thereof, all of the assets of tb.e corporation shall be disposed of to one or more organizations in accordance with the regulations of the Mass. Attorney General's Office, and its Division of Public Charities.

u) The corporation may have and exercise all powers necessary or convenient to effect any or all of the purposes for which tbe corporation is formed; provided that no-such power shall be exercised in a mann.er inconsistent with Massachusetts General Laws, Chapter 180.

ARTICLE VI The effective date oforganizatioo of the cocporatlon shall be the date approved and filed bylhe Secretary of the Commonwealth. If a larer effective date is desired, specify such datewbich sball. not be more thao thirty days after the date of Jiling.

ARllCLEVII lhe informatio11 contained in Article vrr is not a permanent part of the Articles of Organization.

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

26 Kimball Circle, Methuen, MA 01844

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

NAME

President: Charles M.Saba

Treasurer: Chartes M. Saba

Clerk: Arthur Napolitano

Directors: Charles M, Saba cOr office.rs having the Charles J, Saba powers of tlireetors) Arthur Napolitano

Glenn T. Saba

(continued on attached pg).e

RESIDENTIAL ADDRESS

26 Kimball Circle, Methuen, MA 01844 Same


15 Richardson Rd., Ho:'. NH·03049~ Same


12 Mt Vernon Circle, Lawrence, MA Same

15 Richardson Rd., Hollis, NH 03049 Same

8 Brushwood Avenue, Atkinson, NH Same

POST OFFlCE MlDRESS

c. The fiscal year of the corporation shall end on the last day of the month of: December 31st

d. The.n:ame.and.bnsint,ss addi:ess of the resident agent, if any, of the corporation is: ~-- - --·~ ,._..

Charles M. Saba, 26 Kimball Circle, Methuen, MA 01844

T./WC.1 the below signed incorporatot(s), do hereby certify under the pains a.nd penalties of perjury that Jfwe have not been convicted of any crlr.n.es relating to alcohol or gamiag with.in the past ten yearS. I/We do hereby further certify that to the best: of my/our knowledge the above~named officers )Jave not been similarly convicted. If so convicted, explain.

IN WITNl!SS WHEREOF AND UNDER THE PAINS AND PEN,t\L'l'IES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose namc(s) and business or residential address( es) are dearly typed or prinred beneath each signature, d0 hereby associate wJtb mten of forming tltls corporation under the provisions of General Laws, Chapter 180 and do ' by sign these 'cles olOrg ation as incorporator(s) this ...J2l!!_ day of August , 20 :!.;L_,

...._,

Charles M. Saba, 26 Kimball Circle, Methuen, MA 01844

lncorporator

NQta: If an e:ithting cot'jloratian ls acling as tncorpot'ator, type in tbe l!Xrla rrarne oftbe corporation, the stall! or otbe.r jurlsdfctlor1 where It was lnCf>rporated, the mnne of 1he perS()ll :dgning o" behalf of said corporation QJfd tbe tltle hclsba bolds or otlter authority &y whlc:b such actitm is taken.

AR TICIE VII(b) Directors - Continued

Kevin P. Herlihy, 3 West Lowell Street, Lawrence, MA 01841

Ronald D'Arcangelo, 4 Lawrence Road, Bradford, MA 01835

Nunzi L Napolitano, 76 Camp Street, West Yarmouth, MA 06236

.Robyn A. Saba, 26 Kimball Circle, Methuen, MA 01844 -

Jennifer L. Napolitano, 15 Richardson Road, Hollis, NH03049

TIIB COMMONWEALlli OF MASSACHUSETTS

ARTICLES OF ORGANIZATION (General Laws, Chapter 180)

I hereby certify thatt upon examination of these Articles of Organiza~

ti on, dulysubmltted to me, it appears that the provisions of the General

Laws relative to the organii.atlon of corporations have been complied

wfth~~ereby approve said anicles; and the filing fee in the amount

of $ ~ havin$ pald, sald art151es are deemed to have been

filed with me this d:ly of ttt ~· c#' 20 1.3..' J

Effective date: ________________ _

WILUAM FRANCIS GALVIN Secretary of the Commonwealth

1204605

TO BE Fill.ED IN BY CORPORATION Co11tact Information:

James M. Bowers, Esq.

Manzi Bonanno & Bowers

2808 Merrimack1Street, Methuen, MA 01844

Telepbone: 978 686-9000

Email: [email protected]

A copy this filing will be availnble on-Hoe at www.stnte,rna.us/sec/cor once the document i!j filed.

MA SOC Filing Number: 201699043150 Date: 10/5/2016 9:56:00 AM

The Commonwealth of Massachusetts William Francis Galvin

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

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

Identification Number: 463466824

I, ROBYN A. SABA .X. Clerk Assistant Clerk ,

of BEWELL ORGANIC MEDICINE, INC. having a principal office at: 92 BOLT STREET LOWELL, MA 01852 USA

No Fee

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

Title

PRESIDENT

TREASURER

CLERK

DIRECTOR

DIRECTOR

DIRECT-OR

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

DIRECTOR

Individual Name First, Middle, Last, Suffix

CHARLES J. SABA

JENNIFER L. NAPOLITANO

ROBYN A. SABA

DR. JEAN TABIT D.O.

JENNIFER L NAPOLITANO

-CtlA-Rl-ES J. SABA

ROBYN A. SABA

VINCENT C. MANZI JR.

DAVID T. HILDT

RONALD D'ARCANGELO

KEVIN P. HERLIHY

Address {no PO Box)

Address, City or Town, State, Zlp Code

SIGNED UNDER THE PENALTIES OF PERJURY, this 5 Day of October, 2016, ROBYN A. SABA , Signatnre of Applicant.

Expiration of Term

William Francis Galvin Secretary of the Commonwealth

£7he- eomnwntoea!t/z. [!/ Jf1a8&<ZClz~ Jeaumy[!/the· dommoatoea!th

Jtate :Yloa,re, 9.Jostotz, Jffa.ssacluuetts 02/SS

Date: February 08, 2018

To Whom It May Concern :

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

BEWELL ORGANIC MEDICINE, INC.

is a domestic corporation organized on August 20, 2013

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

eral 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, 11 A, 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: 18020143710

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

///~~~ Secretary of the Commonwealth

Verify this Certificate at: http://cotp.sec.state.rna.us/Corp Web/Ceitificates/Verify .aspx

Processed by:

Article I.

BY-LAWS OF BEWELL ORGANIC MEDICINE, INC.

ARTICLES OF ORGANIZATION, CORPORATE SEAL AND FISCAL YEAR

The name and purposes of the corporation shall be set forth in its Articles of Organization (meaning herein as from time to time in effect). These By-laws, the powers of the corporation, and of its directors and officers, and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization.

The seal shall be circular in form with the name of the corporation around the periphery and the year and state of the incorporation within.

The fiscal year shall commence on the first day of January of each year or such other date as the directors may determine.

Article II. MEMBERSHIP

The corporation shall have no members. Any action or vote required or permitted by law to be taken by members of the corporation shall be taken by action or vote of the same percentage of the directors of the corporation.

Article ill. OFFICERS AND DIRECTORS

Section 1. Enumeration. The corporation shall have a board consisting of directors who shall have the powers and duties of a board of directors under Massachusetts law. The officers of the corporation shall be a president, treasurer, clerk and such other officers as the board shall elect. The board of directors may designate persons or groups of persons as sponsors, henefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate.

Section 2. Qualifications. No officer need be a director. Two or more offices may be held by the same person. The clerk shall be a resident of Massachusetts unless a resident agent shall have been appointed pursuant to Massachusetts law.

Section 3. Directors. The initial directors shall be those persons named as directors in the articles of organization. Thereafter, the directors shall be elected at the annual meeting of the directors. The directors may, by vote of a majority of the directorship, elect from time to time additional directors of the corporation. Except as hereinafter provided, the directors shall hold office until the next annual meeting of the directors and until their respective successors are elected and qualified.

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The members of the Board of Directors shall serve initial regular terms of two (2) years. The regular terms of Directors shall be staggered to ensure that the terms of no more than one-third of the voting Directors shall expire on June 30 of any given year. The directors will consist of two classes, (a) Operational Directors, and (b) Seated Directors. Every director will possess the same voting rights, regardless of designation. Subsequent to the initial term of two (2) years, the term of the Directors shall be for a period of one (1) year.

Section 4. Officers. The initial officers shall be those persons named as officers in the Articles of Organization. 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 annual meeting of directors and until their respective successors are elected and qualified. The directors also may at any time elect such other officers as they shall determine. Officers may be removed from their respective offices with or without cause by vote of a majority of the directors then in office.

Section 5. Sponsors, Benefactors, Contributors, Advisors, Friends of the Corporation. 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 rigbt to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rigbts or responsibilities.

Section 6. Resignation. Any director or officer may resign at any time by giving his or her resignation in writing to the president, treasurer, clerk or any other officer or director of the corporation.

Section 7. Removal of Directors. Directors may be removed from office at any time with or without cause by a majority vote of the directors then in office or by a majority vote of the directors.

Section 8. Vacancies. Continuing directors may act despite a vacancy or vacancies in the board and shall for this purpose be deemed to constitute the full board. Any vacancy in the board of directors, however occurring, including a vacancy resulting from the enlargement of the board, may be filled by the directors, unless previously filled by the directors in the election of the directors. Vacancies in any office may be filled by the directors.

Article IY. MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Place. Meetings of the board of directors shall be held at such place within or without Massachusetts as may be named in the notice of such meeting.

Section 2. Annual and Regular Meetings. The annual meeting of the board of directors shall be held each year immediately after aod at the place of the annual meeting of the directors at which the board is elected. 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.

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Section 3. Special Meetings. Special meetings of the board of directors may be called by the president or any other officer or director at other times throughout the year.

Section 4. Notice. Notice of the time and place of each meeting of the directors shall be given to each director by mail, electronic mail, or facsimile at least seven days before the meeting. Fortyeight hours' notice by mail, telegraph, telephone or word of mouth shall be given for a special meeting unless shorter notice is adequate under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her.

Section 5. Quorum. A majority of the directors then in office shall constitute a quorum, but a smaller number may adjomn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law, the articles or organization or these bylaws.

Section 6. Action by Consent; Telephone Conference Meetings. Any action required or pem1itted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting. Directors 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 siniilar 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. Vote of Interested Directors. A director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the corporation contemplates contracting or transacting business shall disclose his or her relationship or interest to the other directors acting upon or in reference 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 affimiative vote of a majority of the disinterested directors shall be required before the corporation may enter into such contract or transaction.

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

Notwithstanding the foregoing, nothing in this section shall require a director who is a member, stockholder, trustee, director, officer or employee of an affiliate of the corporation to disclose his or her relationship with such affiliate in coooection with a discussion of, or vote on, any matter

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· ... ···· 1

!

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dealing with such affiliate and such relationship shall not be deemed a conflict of interest for any purpose, unless otherwise expressly determined by an affirmative vote of a majority of all the directors then in office.

Article V. POWERS AND DUTIES OF DIRECTORS AND OFFICERS

Section 1. Directors. The directors shall be responsible for the general management and supervision of the business and affairs of the corporation except with respect to those powers reserved to the directors by law, the articles of organization or these bylaws. The board of directors may from time to time, to the extent permitted by law, delegate any of its powers to committees, subject to such limitations as the board of directors may impose.

Section 2. President 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 present. The president shall also have such other powers and duties as customarily belong to the office of president or as may be designated from time to time by the board of directors.

Section 3. Treasurer. The treasurer shall be the chief fmancial officer of the corporation. The treasurer shall also have such powers and duties as customarily belong to the office of treasurer or as may be designated from time to time by the president or the board of directors. The treasurer shall, subject to the direction and control of the board of directors, have general charge of the financial affairs of the corporation and the care and custody of its funds, securities and valuable papers, except the treasurer's own bond, if any is required, and except records and documents required hereby or by vote of the directors to be kept by some other person. If required by vote of the board of directors, the treasurer shall give bond in such form and with such sureties as the board of directors may require. The treasurer shall keep or cause to be kept accurate books of account available at all reasonable times for inspection by any director and shall also prepare or oversee the preparation of all reports and filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. The treasurer shall have power to endorse for deposit or collection all notes, checks, drafts, and other obligations and orders for payment of money to the corporation, and to accept drnfts on its behalf. If at any time the treasurer is absent or unable to serve, the assistant treasurer, if one shall have been elected, shall have all of the powers given to the treasurer by these Bylaws.

Section 4. Clerk. The clerk shall record all proceedings of the directors in a book or books to be kept therefore and shall have custody of the seal of the corporation. The clerk shall keep an attested copy of the Articles of Organization and articles of amendment thereof and of these Bylaws, and a true record of all meetings of the board of directors, in a book or books to be kept therefore, which books shall be kept within the Commonwealth of Massachusetts at the principal office of the corporation or at the office of the clerk, and they shall be open at all reasonable times to the inspection of any director. In the absence of the clerk or assistant clerk, if one shall have been elected, at any such meeting, a temporary clerk shall be chosen, who shall record the proceedings of such meeting in the aforesaid books. The clerk shall also keep or cause to be kept a complete list of all directors of tbe corporation and their residences, at the office of the corpora-

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tion in the Commonwealth of Massachusetts, and the list shall be open at all reasonable times to the inspection of any director.

Section 5. Other Officers. Other officers shall have such powers as may be designated from time to time by the board of directors.

Article VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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 threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided tlmt no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.

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

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

(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a

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majority 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 direetors who are parties may participate), or (3) by the directors 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 30 days, after the receipt by the corporation of a written request therefore 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 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 authorized 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 exclusive 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.

The directors and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting witli, or having any claim against the corporation, may look only t the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.

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Article VII. INTERESTED PARTIES

Section I. No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director or officer, or any concern in which any such director or officer has any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, act or other transaction (collectively called a "transaction") of the corporation, and

(a) such transaction shall not be in any way invalidated or otherwise affected by that fact;

(b) no such director, officer or concern shall be liable to account to the corporation for any profit or benefit realized through any such transaction;

provided, however, that such transaction either was fair at the time it was entered into or is authorized or ratified by a majority of the directors who are not so interested and to whom the nature of such interest has been disclosed. No interested director may vote or may be counted in determining the existence of a quorum at any meeting at which such transaction shall be authorized or ratified, but may participate in discussion thereof.

Section 2. For purposes of this Article VII, the term "interest" shall include personal interest and also interest as a trustee, officer, stockholder, shareholder, director, member or beneficial y of any concern; and the term "concern" shall mean any corporation, association, trust, partnership, firm, person or other entity other than this corporation.

Section 3. No transaction shall be avoided by reason of any provisions of this Article VII which would be valid but for such provisions.

Article VIII. EXECUTION OF PAPERS

Section I. Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted or endorsed by the corporation shall be sigoed by the Chairperson, President or Treasurer.

Section 2. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by the president and the treasurer, who shall be two different persons, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the Articles of Organization, Bylaws, resolutions or votes of the corporation.

Article IX. NONDISCRIMINATION POLICY

The corporation shall not discriminate on the basis of race, color, religion, national origin, gender, sexual orientation, age, disability and economic condition with respect to employment, volunteer participation or the provision of service.

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Article X. AMENDMENT

These bylaws may be altered, .amended or repealed, in whole or in part, by the affirmative vote of a majority of the directors present and voting at any meeting, the notice of which contains 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 directorship before the next meeting of directms. 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 majority of the directorship entitled to vote thereon. Notwithstanding the above provisions of this Article X, 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 directorship.

Article XI. PARLIMENTARY AUTHORITY

The rules contained in Robert's Rules of Order, Revised, shall govern the corporation in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

Voted the 13th.day of November, 2013.

Attested ~o by:,~

Arthur Napolitai{<\J. Clerk 'I Be Well Organic ~edicine_,hnc.

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ATTACHMENT A

CONFLICT OF INTEREST POLICY OF

Be Well Organic Medicine, Inc.

Article I Purpose-The purpose of the conflict of interest policy is to protect this tax-exempt organization's ("Organization") interest and to ensure compliance with the nonprofit requirements of 105 CMR 725.lOO(A)(l) when it is contemplating entering into a transaction or arrangement that might benefitthe private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II Definitions-1. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2., a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III Procedures-

1, Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all mate1ial facts to the directors and members of committees with governing board delegated powers conside1ing the proposed transaction or arrai;igement.

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2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at the governing board or

committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to

· explain the alleged failure to disclose.

b. If, after hearing the member's response and after making further investigation-as warranted by the circumstances, the governing"board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV Records of Proceedings-

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The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V Compensation-

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI Annual Statements-Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

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d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.

Article VII Periodic Reviews-To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII Use of Outside Experts-When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

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Be Well Organic Medicine, 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

Charles J Saba

Residential Address

Title (at applicant non-profit corporation)

CEO/President

Name of Applicant Non-Profit Corporation

I BeWell Organic Medicine, Inc

Highest Education Attained - Institution, Degree, and Year

Methuen High School - High School Diploma- 1998

Manage1nent and Operations Profile - E1nployment and Education Fonn --Page I

Be Well Organic Medicine, Inc


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.

Emnlover Title Time Period

Forex Capital Markets Vice President of Information Technology Dec 2012 - Present

Forex Capital Markets IT Project Manager Nov 2010 - Dec 2012

F orex Capital Markets Network Engineer Nov 2008 - Nov 2010

Forex Capital Markets Junior Windows Server Administrator and Nov 2006 - Nov 2008 Desktop Sup port

For ex Capital Markets Forex Sales and Support Aug 2005 - Nov 2006

dual Date Signed

1vlanage111ent and Operations Profile -En1ployn1ent and Education Forn1 - Page 2

Applicant Non-Profit Corporation



Name



Highest Education Attained- Institution, Degree, and Year

0:.eo '':ji\D\.\I •n Uv\.\-v~'<"~~j1 \N~~y...--~D"'- 1>-c_, ,

~-A- - \ C\ ts;ci,

Management and Operations Profile - Employment and Education Form - Page 1

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.

Emnlover Title Time Period

lo_.wne.-,,.,_~ ~ ~ kVI?.~~ . ~Y' 5.b\ Me.v~~~ilor

~ (,P)7. - jl._~2Cf{

Lo.:w~~.M.h

)\-~<11.~-\-~ -:C'V<C-, 8£.c..ii~"·"' b.:~cr-c:r ~ /t: '2,cOl, - J:>. Y) • i.v ('L.

'<)ovJ,"- f l'V~ ~

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

Signa~ 1\?r't:\11 Date Signed


BeWell Organic Medicine, Inc.

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



Name

I Jennifer Napolitano

Residential Address


Comptroller


I Be Well Organic Medicine, Inc.


Stearns High School, Diploma, 1982 Hesser College, Certified Medical Assistant, 2009



Applicant Non-Profit Corporation ____________ _


Employer Title Time Period

Family Concepts. LLC CFO/Office Manager 2005-Present

OBGYN Associates of Southern NH Certified Medical Assistant 2009-2010

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

z-1-1e, Date Signed




Name

Residential Address



Highest Edncation Attained - Institution, Degree, and Year

('

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

A 1. fi c · ,r · 1 • • I\ · 1 1 ~ · pp 1cant Non-Pro 1t orporat10n :\c \kiP/\!1, A0.(\r.1r r\ \01~1 (; L'l q


Time Period

Signed under the pains and penalties of perjury, I agree and attest that all information included in this form is complete and accurate. ,1

Date Signed

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




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

Ronald l D'Arcangelo

Residential Address


Director of Security


I BeWell Organic Medicine, Inc.


Master of Art Crin1inal Justice Anna Maria College 1980

1Vlanagen-1ent and Operations Profile - E111ployn1ent and Education Forn.1 - Page 1

. Be Well Organic Medicine, Inc.



Employer Title Time Period

Retired Since 2002

.·

Signed under the pains and penalties of pe1jury, I agree and attest that all information included in this form is complete and ac

NJanage1nent and Operations Profile- En1ployn1ent and _Education Fonn - Page 2

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