PLANTOPIA CARE CENTER, INC. - Mass.Gov · Background Check Authorization Cover Sheet, CORI...

PLANTOPIA CARE CENTER, INC. c/o Steven Monacelli, 132 Central Street, Foxboro, MA 02035

August 24, 2017

Via Hand Deliver!'

Department of Public Health Commonwealth of Massachusetts Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Channey St., 11th Floor Boston, MA 02111

Re: Plantopia Care Center, Inc. ("PCC'J

Dear Sir/Madam:

AUG 2 4 2017

Enclosed please find the Management and Operations Profile and required attachments as outlined in the Management and Operations Profile instructions, including the following for each of three (3) application packages:

1. Management and Operations Profile, together with:

a. Articles of Organization for PCC; b. Certificate of Good Standing for PCC; c. Bylaws for PCC; d. Employment and Education Forms; e. Remittance Form; and b. Bank check in the amount of $30,000.

11. Envelope containing the background check authorization forms, including the Background Check Authorization Cover Sheet, CORI Acknowledgment Forms, Disclosure and Aclmowledgment Forms and Release & Authorization Forms.

Please date-stamp the enclosed copy of this letter provided at time of delivery. If you have any questions, please feel free to contact the undersigned at ( 401) 486-0448 at your convenience. Thank you for your attention to this matter.

Regards,

Enclosures

cHARLEs D, BAKER Governor

KARYN E. POLITO Lieutenant Governor

INSTRUCTIONS

Plantopia Care Center, Inc. - Application 3 of3

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 Chauhcy Street, 11 1

h Floor, Boston, MA 02111

MARYLOU SUDDERS Secretary

MONICA BHAREL, MD, MPH Commissioner

Tel: 617-660-5370 www.mass.gov/medlcalmar!juan<1

11/IANAGEMENT AND OPERATIONS PROFILE Request for a Certificate to Registration to

Operate a Registered Marijuana Dispensary

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

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

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

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

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

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

Plantopia Care Center, Inc.

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

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

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, 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 Depattment, the Depaitment will review the information and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Depattment will notify the applicant whether they have 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 1 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 1 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 105 CMR 725.100.

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 Depaitment, 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).

QUESTIONS

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 applic~here provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:

Managen1ent and Operations Profile - Page 2


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

CHECKLIST

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

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

0 A copy of the Corporation's Articles of Organization

[Zl A copy of the Corporation's Cettificate of Good Standing from the Massachusetts Secretary of State. The Certtficate of Good Standing must be dated no earlier than 90 days prior to the date the Management and Operations Profile is received by the Department.

[Zl A copy of the Corporation's bylaws

l2l An Employment and Education form (use template provided) for each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations

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

tzl A completed Remittance Form (use template provided)

[21 A sealed envelope with the name of the Corporation and marked "authorization forms," that contains the

background check authorization forms (use forms provided) and fee, for each of the following actors:

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

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

Manage1nent and Operations Profile - Page 3

Plantopia Care Center, Inc. 3 3

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

SECTION A. APPLICANT INFORMATION

1.

2.

Plantopia Care Center, Inc. (referred to hereinafter as "PC")

Legal name of Corporation

Robert J. Rodio

Name of Corporation's Chief Executive Officer

3. c/o Steven Monacelli, 132 Central Street, Foxboro, MA 02035

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

4. Steven Monacelli

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

5. (401) 741-0771

Applicant point of contact's telephone number

6. [email protected]

Applicant point of contact's e-mail address

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

3

SECTION B. INCORPORATION

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

9. Attach a copy of the corporation's Ce1tificate of Good Standing from the Massachusetts Secretary of State. The Certificate of Good Standing must be dated 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 corporation's bylaws.

Information on this page has been reviewed by the applica11t, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: ~

Management and Operations Profile - Page 4


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

SECTION C. NON-PROFIT COMPLIANCE

Answer each of the questions below to explain how the Corporation will remain in compliance with the nonprofit requirements of Ch. 369 of the Acts of2012, 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 form.

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

As of the date of sub1nission of this Manage1nent and Operations Profile, PC has not identified a n1anage1nent co1npany that it intends to utilize. As such, PC has no agrec1nent or contract that can be sun11narized.

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: ~




12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a Related Party Transaction and summarize the te1ms of each such agreement.

Robe1t Rodio, CEO and Board Men1ber of PC, is also a conttibutor of 5% or 111ore of initial capital to operate the proposed RMD. At this tin1e, such contribution is contemplated and proposed to be in the fonn of a loan characterized by the following: amounts outstanding will be due and payable no later than 6 years from the date of the loan but will be a111ortized over a 30-year period; the principal a1nount outstanding from titne to titne will bear interest at an annual rate of 8o/o; the RMD will con1111ence 1nonthly pay1nents on such loan upon 24 months fron1 the loan date; interest shall accrue but not be payable until pay111ents corn1nence on 1nonth 24; and no prepayment penalties will exist. As the agree1nent is proposed/conte111plated, an actual copy of the agree111ent does not yet exist. When PC obtains a physical copy of the agreement, it will sub1nit the actual agree1nent and an independent legal opinion on such as soon as possible, but prior to receiving a Provisional Certificate of Registration, with the legal opinion detnonstrating that the agreement is in compliance with the non-profit requirements of 105 CMR 725.!00(A)(l) and the Guidance for Registered Marijuana Dispensaties Regarding Non-Profit Co1npliance.

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: arv




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.

Robert J. Rodio sits on the Board of Directors, and he will also serve as the Chief Executive Officer of PC. In that role, he will serve as the tnost senior corporate offi'cer in charge of1nanaging PC. Steven Monacelli sits on the Board of Directors, and he will also serve as the Chief Financial Officer of PC and will be responsible for tnanaging PC's financial planning, risk and reporting.





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 patty proposed to contract or otherwise conduct business with the proposed RMD.

No 1ne1nbers of the Board of-Directors are serving as officials, executives, corporate-111e111bers or board tne111bers for any inanage1nent co1npany, investor or other third party proposed to contract or othetwise conduct business with PC.

Inforn1ation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and con1plete, as indicated by the initials of the authorized signatory here: ~



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

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.

As of the date ofsubtnission of this Managetnent and Operations Profile, no agreement or contract, executed or proposed, exists in which a percentage or portion of PC's revenue will be distributed to a third party. Due to the absence of such an arrange1nent, no tenns of any agreement or contract exist for PC to sununarize in this response to Item 15.

The applicant agrees and attests that it will operate in compliance with all applicable state laws and regnlations, including, but not limited to, laws regarding child support and taxation, as well as the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance."

Robert J. Rodio

Print Name of Authorized Signatory

08/23/2017

Date Signed

Chief Executive Officer

Title of Authorized Signatory

Information on this page has been reviewed by the applican37;n~11,here provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:~~">--

Manage1nent and Operations Profile- Page 9



SECTION D. EXPERIENCE

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

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

Robert Rodio, CEO, has run nlanufacturing, 1narketing and real estate businesses dating back to 1975. Fro111 1975 to 1987, Rodio owned and operated Goldenwheel/Giftcraft, Inc. ("G/G"). Rodio became President ofG/G in 1979, and grew it fro111 a sn1all co1npany to a 50-person finn, $2,500,000 in annual sales, 25,000 square feet of production, and one of the top case 1nanufachll'ers to the cos111etic indust1y in the U.S. After expanding sales into Europe, Saudi Arabia, Japan and Canada, Rodio sold the business in 1987. Fro1n 1988 to 2000, Rodio owned and operated Tooling Corporation of A111erica (an itnporter and 1narketing finn for custo111 iten1s to the inail order industiy) and TCA Fulfilhnent, Inc. (a drop ship and nlaterials handling finn that serviced the inail order industiy). The businesses, sitnilar to A1nazon's stocking and shipping 1nodel, was sold in 2000. Frotn 1998 to present, Radio has owned and operated R. Rodio Develop111ent, Inc., a real estate business which has focused on excavation, fra1ning, electrical, plu111bing and foundation work; co111111ercial and industrial develop1nent; and re111ediation and develop1nent work with hazardous waste sites.

Since 2015, Michael Pendleton, COO, has se1ved as Assistant to General Manager of Su111111it Medical Con1passion Center, Inc., a non-profit and vertically integrated nledical 1narijuana con1pany in RI, to itnple111ent hu1nan resources se1vices and nlaterials relating to organizational charts, staffing, training and work environ1nent; point of sale and inventory tracking syste1ns; budgets; and pricing, sales and product develop111ent strategies. In 2009 at Monarch Industries, Inc., Michael beca1ne Head Engineer overseeing the engineering of cabinets for over 3,000 Starbucks stores throughout the world, including inanaging over 30 e111ployees, schedule deadlines, ship111ent execution and on-site construction activities. In 2011 at Monarch, Michael headed up invento1y 111anage1nent and quality control for the entire con1pany.

Steven Monacelli, CPA/PFS, MST, CFO of Plantopia, co-founded Restivo Monacelli, LLP in 1990, a boutique tax, accounting and business adviso1y finn with ctuTently over 35 en1ployees. As a pa1iner and since 1990, Steven has helped clients nationwide i111plen1ent growth and exit strategies to tnaxin1ize business value and ensure compliance with tax laws. In 2015, he received a Certificate of Congressional Recognition as one of the 11Top Public Accounting Professionals for Rhode Island. 11 Steven stays ahead of the cu1ve on industry trends, regulations and resources to provide beneficial tax planning strategies to closely-held businesses across diverse industries; and has represented business clients in connection with nlultinational interests, tnultistate taxation, federal and state level tax exa111inations, and financial planning. Steven also se1ved as board nletnber (June 2011- June 2016) of the non-profit civic organization known as The University Club of Providence overseeing the financial inatters/operations thereof.

Infonnation on this page has been revie\ved by the applicaP'Fnt and where provided by the applicant, is accurate and co111plete, as indicated by the initials of the authorized signatory here:

-~-- Manage111ent and Operations Profile - Page 10


App!ication _3_ of_3 __ Applicant Non-Profit Corporation----------------

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

Robert Rodio, CEO, does not have experience with p.roviding health care service_s.

Since 2015, Michael Pendleton, COO, has provided services at Su1n1nit Medical Co1npassion Center, Inc. ("Sununit"), a non-profit and vertically integrated inedical inarijuana co111pany in Rhode Island, in con1pliance with applicable laws and best practices for patients with debilitating inedical conditions, while inaintaining quality control and 1neeting patient expectations. Michael was instru1nental in shaping Sununit's inedical business as a pain n1anage111ent, health and wellness resource for patients in connection with holistic inedical and wellness consultation and services, and he has served as a prin1a1y patient liaison for the education and counseling of patients on a one-on-one basis. The foregoing has also included the creation by Michael of opportunities for patient participation in workshops conducted by support groups regarding nledical cannabis therapies in combination with con1ple1nentary and alternative inedicines. Michael also prioritized at Su1n1nit the protection of patient confidential health care infonnation ("PHI"}, ensuring that personnel understood the scope and 1neaning of patient confidentiality, PHI and related policies and procedures.

Steven Monacelli, CFO, has serviced for-profit and non-profit client's in the state licensed tnarijuana space in IL, ME and FL since 2011, including providing tax, financial and business planning for Sununit since 2015. Relating to Sununit, Steven has helped structure dispensary services relating to patient in-take and servicing, dispensary e1nployee staffing and roles, and dispensary-related equip1nent and technology in a n1anner to best achieve financial, tax and accounting co1npliance, goals and best practices. Steven has also advised on the charitable ann of Sununit in connection with pricing and other policies with respect to certain indigent patients and tern1inally ill patients, and charitable donation practices and policies in connection with third patty nonprofit organizations. Steven has assu1ned a consulting role in the 1narijuana space in various facets including but not li1nited to participating at board ineetings at Sum1nit to assist with board decisions on various health care services and initiatives of Su1n1nit for the benefit of patients. Such oversight and guidance by Steven has helped to advance Su1n1nit in a financially prudent and tax co111pliant inanner as a reliable health care service provider for the befit of patients and the health care co1nn1unity in general, and as a significant participant within the conventional tnedical co1111nunity. Steven also serves as an outside financial, accounting and tax service provider with respect to ntunerous financial accounting, tax, and consulting n1atters applicable to other health care co1npanies including significant experience with drug rehabilitation facilities, inedical practices, and urgent care centers.

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


Plantopia Care Center, Inc,


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

Robert Rodio, CEO, does not have experience with providing services for n1edical inarijuana purposes.

Michael Pendleton, COO, has, under the direction of the General Manager of Sununit Medical Compassion Center, Inc. ("Stnnn1it"), assisted with 111anaging and operating ahnost all aspects ofSu1111nit since 2015. Su1n1nit is a non-profit, vertically integrated, medical 1narijuana facility in Rhode Island that services thousands of patients. In such capacity and titne period, Michael has assisted with the develop1nent of staffing tnodels for dispensa1y and cultivation operations, and training protocols specific to such; hu111an resources functions, including hiring policies, desired skill sets and ongoing education; point-of-sale and inventory tracking systen1s specific to the inedical inarijuana industty, including con1pliance with State 1nandated patient registration 1natters; and standard operating procedures and protocols with respect to dispensing tnedicine and cultivating n1edicinal cannabis. In connection with Stunn1it, Michael has been instnunental in overseeing the operational pe1fonnance ofSununit, and ensuring Sun11nit co1npliance with City and State require1nents (i.e. fire, packaging, labeling and licensing). In addition, Michael has ensured the presence of strict policies and adherence thereto in connection with pesticide 1natters, C02 require1nents, quality control testing, and State 1nedical enrolhnent.

Since 2015, Steven Monacelli, CPS/PFS, MST, CFO of Plantopia, has been an outside financial, accounting, tax and business planning service provider to Sun11nit and other n1edical niarijuana facilities in states listed in question nun1ber 18 above. In such capacity and time period, Steven has participated fron1 a financial, accounting, tax and business planning perspective with the expansion of Stnnn1it's dispensa1y and cultivation facilities. He has advised on owning and leasing inedical tnarijuana-related equip1nent, and desired types of such; and staffing tnatters relating to en1ployees and independent contractors of a 1nedical n1arijuana operation. Steven has assisted Stun1nit to re1nain cu1Tent on 26 U.S. Code §280(E) developments as such apply to inedical inarijuana facililies, and seed-to-sale invento1y tracking progra111s tied to a point of sale syste111 for regulatory con1pliance and fiscal control. Steven has helped guide Su1111nit's outreach and conununication efforts with respect to financiers, banking and tax authorities. In tenns of business perfonnance, Steven has assisted Sununit officers in the creation and imple1nentation of business strategies, budgets, and regulatory con1pliance with respect to financial reporting 1natters. Such has enabled Su1111nit to be a financially and operationally stable inedical marijuana service provider for the benefit of patients. As such, Steven brings a inedical 111arijuana perspective developed in strict regulato1y niarkets, and experience in assisting the growth ofa start-up inedical inarijuana non-profit business.

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




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

Michael Pendleton, Cultivation Manager, has been a inedical cannabis cultivator in RI dating back to 2008 as a licensed caregiver, and dating back to 2015 as Assistant Cultivation Manager at the tnedical inarijuana facility "Sun1111it Medical Coin passion Center, Inc." ("Sun1111it"). In 2014, Michael headed up design and engineering for cultivation operations of MediStrains, LLC, enabling such inedical inarijuana con1pany to beco111e the first licensed caregiver cooperative in RI. Michael's experience with 1narijuana for inedical use cultivation operations has covered training and supervising Sun11nit growers; overseeing Su1111nit cultivation facility expansion; providing safe and effective 111edicine for thousands of patients by itnple1nenting a true organic growth strategy, as well as an environ111entally sound process for du111ping biological waste; growing cannabis in soil, soil-less 1nediu1ns and hydroponics; using various nutrient lines, additives, enhancers and bloo1ning agents; using drain-to-waste syste111s to allow for correct nutrient delive1y to each plant during different stages of growth; utilizing Organic Materials Review Institute certified nutrients so as to leave no che111ical residues in the plant; and using organic co1nbative 1nethods to.1naintain the integrity of the t11an-111ade ecosysten1, including the introduction of beneficial predato1y insects (i.e. ladybugs), beneficial bacterias (i.e. "Gnatural" brand larvicide), and a variety ofnahll'al fungicides, inildewcides, algaecides, and virucides based on necessity. Michael's quality control experience also includes using advanced analysis to scientifically quantify inedicinal cannabis through analysis of1noisture content, cannabinoid co111position and potency, 111icrobiological contatnination, and presence/absence of pesticides.

Robert McQueeney, Security Manager, as a board 111e1nber of Sun1111it, is experienced in effecting security se1vices for inedical inarijuana inatters. Dating back to 2011, Roberl oversaw the establislunent of security protocols and designs for the pretnises and operations of Sun11nit. Robert was instnunental in (i) adopting the safety and security plans and ineasures for Su1111nit's pre1nises, personnel and patients, (ii) adopting the coordination and liaison activities with local and State law enforcement, (iii) adopting Su111111it's etnergency action plans and procedures, and related training and compliance, and (iv) adopting the coordination of spokesperson matters relating to law cnforce1nent, safety and secutity. Robert, through his work as a director with Su111111it, is experienced with safety and security plans specific to 1nedical 111arijuana operations, including state-of-art security syste111s including door switches, tnotion detectors and vault seis1nic detectors; alann systetns inonitored redundantly by two UL-approved alann cotnpanies; digital CCTV syste1ns; tnarijuana transportation/delivery best practices; establish111ent of secure areas inside the RMD; and the provision of trained guards for security and safety.

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: fi!fv:

Manage111ent and Operations Profile- Page 13



SECTION E. OPERATIONS

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

PC's operating procedures for the cultivation of1narijuana for n1edical use incorporate PC's knowledge in organic pest 1nanage1nent, nutrient delive1y, ahuospheric and environ1nental controls and strain selection. PC will establish the highest cotnpliance and production standards with controls geared towards tuitigating pests and pathogens through use of air showers, quarantine roon1s, HY AC syste1ns calibrated in a special n1anner with respect to the cultivation facility's specific needs and New England cli1natc, UV lighting and quality control tests to elin1inate over 98o/o of bacteria, viruses, inold and allergens at the source. As such, PC's cultivation process will deliver consistent, high quality inarijuana that is potent and effective from a therapeutic standpoint, and with quality characterized by: (a) carefully selected phenotypes and a variety of superior strains ranging frotn sativa to indica-do1ninant, including hybrid and high CBD strains; (b) grown using tnethods consistent with U.S.D.A. 7 CFR Part 205; (c) bio-security controls creating an environ1nent free of pesticides and conta1ninants; (d) hand harvested and trinuned procedures to respect the delicate nature of the inature plant; (e) a careful drying and curing process inarked by daily observation and analysis; (f) inte1nal testing, in addition to third-party testing~ to ineasure THC, CBD and CBN content and to ensure that marijuana is free ofp'esticidcs, 1nolds and fungus; and (g) safe and sealed packaging.

PC has particular growing procedure stages, including daily procedures incorporating inventory counts, environ1nental observations/recordings, plant feeding, pruning and plant tagging featuring the following: (a) all plants shall be fitted with a bar-coded tag containing a unique code to identify the plant at co1nn1encen1ent of the Vegetative Stage, and (b) the plant tag shall retnain intact with the plant until processing.

PC's growing activities also incorporate proprietary nutrient regi1nens and lighting arrange1nents for the following stages: Cloning; Early Vegetative; Mid Vegetative; Late Vegetative; Flower Week 1-6; Week 7; Flush Days 1-4; Flush Days 5-11. PC ensures that plants use different nutrient co1nbinations and strengths relative to their strain, size and growth stage, and requires its custo1n nutrient regin1en to be 1nixed in house. No ready-1nade fertilizer will be purchased off the shelf, resulting in a 90% reduction in the cost of otherwise relying totally on the purchase of off-the-shelf pre-packaged nutrients. Such processes allow PC to control plant intake and che1nical co1nposition, and to 1nitigate water pollution risks. PC's stage-specific nutrient recipes utilize only natural and organic plant food to ensure that all ingredients are non-toxic and safe for hu1nan consutnption. PC's overall cultivation techniques, protocols and environ1nent not only ensures that the end product is safe for hu1nan consu1uption, but also advances the itnprove1nent of 1nedicine flavor, aro1na and potency.

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: ~·




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

PC will focus on MIPs consisting.of concentrates, constunables and topicals, all derived fro1n or constituting extracted and refined cannabis oil, in the fonn of (a) tinctures: extract to be fonnulated with glycerin or oil base (typically olive, avocado or coconut oil), and packaged in a bottle with a dropper for ad1ninistralion; (b) capsules/gel-caps: extract to be forn1ulated with raw coconut oil as the canier, and filled into gelatin capsules; (c) lozenges: extract to be co111bined with traditional phannaceutical excipients to produce oral dosing products ( excipients inay include saccharides, cellulose/starch, gelatin, polyn1ers, preservatives and flavors); (d) infused honey/oils: extract to be fonnulated and infused into honey or coconut oil (for honey infusion, the incorporation of an etnulsifier 1nay aid in the preparation of a hotnogeneous 111ixture); (e) topicals/salvcs: extract to be inixed with various ingredients to produce lotions or salves (constituents can include a wide variety of essential oils in addition to bees wax, coco butter, shea butter, vitatnin E, lanolin, and aloe vera); (f) vaporizing products: extract to be fonnulated with carriers specific for vaporizers and 1nay include polyethylene glycol as the pritnary carrier; and (g) fresh-baked goods: extract to be used in the preparation of traditional baked goods. By first introducing the cannabinoid extract into the oil or shortening constituents, excellent homogeneity has been observed for prepared products.

Infonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and con1plete, as indicated by the initials of the authorized signatory here: W

Managetnent and Operations Profile - Page 15

Plantopia Care Center, Inc,

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

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

Liquid C02 will be the extraction solvent utilized in PC's closed loop supercritical fluid extraction syste1n to produce refined cannabis oil and ulti1nately MIPs. The closed loop syste111 allows for recycling of spent C02, 1ninitnizing the a1nount of C02 released to the environn1ent. Initial extracted oil will be refined to (a) re1nove water, waxes and solvents, (b) decarboxylize the "acid" fonn of the cannabinoids into "active" decarboxylated fonn, (c) remove terpenes, (d) produce a viscous, heavy oil through use ofa vacuun1 in a glass rotary evaporator, and (e) de1nonstrate a cannabinoid profile through I-IPLC use. While this process typically does not use organic solvents, food grade ethanol 1nay be used to flush and clean the extraction systen1 between extractions. For this reason, extracts will be tested for residual solvents (volatile organic con1pounds) using gas chro1natography. Post extraction processing including vacuu1n oven drying 1nay be used to re1nove trace residual ethanol constituents. No use of organic solvents other than ethanol is planned. E1nployee safety considerations will include training for handling co1npressed gases; appropriate ventilation syste1ns will be utilized; and a cleaner environ1nent will be advanced by air supply through HEPA Filters of Fan Powered HEPA units, and recirculating the conditioned air to re1nove hnpurities fro1n the space. Utilizing clean roo1n standards for pressure and air flow will allow the room's air to be cleansed of suspended parlicles.

Infonnation on this page has been reviewed by the applica@Pnt and where provided by the applicant, is accurate and con1plete, as indicated by the initials of the authorized signatory here:

+'"--iif~-

Manage111ent and Operations Profile - Page 16


Application_'_ of_, __ Applicant Non-Profit Corporation _______________ _

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

Harvested flower, and produced concentrates and MIPs, will be tested using con1posite sa1npling techniques depending on intended use of the product. Flower as a final product will be tested as such. For inaterial to be subject to processing, testing will depend on the processing steps e1nployed and inay include cannabinoid profiling, as well as testing for pesticides, residual solvents and inicrobiological conta1ninants. For processing and fonnulations, routine cannabinoid profiling will be used at each step to identify particular cannabinoid fon11s (acid or neutral), as well as their concentrations. For final fonnulations, sa111ples will be drawn fro1n ho1nogenized bulk sa111ples prior to packaging or filling. For oral dosed products, including edibles, 1nultiple units will be tested fro1n each batch to confinn cannabinoid dosing and product ho1nogeneity. In addition to third-party testing, PC's internal testing, screenings and quality control will include as applicable and without li1nitation the use ofHPLC for quantitative analysis for delta 9 TI-IC, delta 9 THC Acid, CBD, CBD Acid and CBN, and others as standards beco1ne available; inicrobiological screening via standard plate count; foreign 1natter inspection through gross visual and n1icroscopic inspections; and pesticide and fungicide screening for inajor classes of pesticides and fungicides (i.e. DDE/DDT; Carbendaziin/Benzi1nidazole, Spinosyns; etc.); and assays in develop1nent to include heavy 1netal and nutrient analysis on live plants.

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



Application_'_ of_, __ Applicant Non-Profit Corporation----------------

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

Protected and confidential health care infonnation of qualifying patients, personal caregivers and dispensaty agents are subject to the itnple1nentation of operating procedures to ensure that: (a) such infonnation will be restricted to trained etnployees; (b) patients and caregivers will receive a copy of"Notice of Privacy Policies"; (c) data will be stored in secured data centers, with paper records to be kept in locked cabinets, and with electronic records to be "I-IIPAA" co1npliant; and (d) etnployees and agents will sign confidentiality agree1nents. Dispensing and data collection records will be tracked according to the patients' and caregivers' registry identification nu1nbers to protect confidentiality- i.e. patients and caregiver 1ne1nbership cards can be scanned to upload personal inforn1ation securely to the dispensa1y agent to interact with such persons in a confidential 1nanner. In the dispensaty, patients and caregivers will be referred to by first na111e only, and cell phone use will be prohibited, to protect confidentiality. Confidentiality will be 111aintained with personal infonnation of dispensary agents required in their personnel files. PC will require and verify professional references for each candidate. References will be docu1nented using a standard te1nplate and kept in a locked filing cabinet, later to be placed in the agent's personnel file if hired. PC will require that potential dispensa1y agents pass a pre-e1nploy1nent state and federal background check.

Infonnation on this page has been reviewed by the applican!,,.,.anj_,where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~fl(~ Y'_




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

PC's personnel policies are centered around safety, security, training and education, collegiality and tea1nwork, econo1nic benefits and opportunities, and codes of conduct. These principles will be outlined in an e111ployee handbook. The handbook will also include without 1in1itation 1natters such as co1npany structure, benefits, conditions of e1nploy1nent, and DPH regulations. With respect.to staffing (which includes exe1npt and non-exe1npt e1nployee positions at full- and part-ti1ne status and at co1npensation levels well above 1ninilnu1n wage in recognition of PC e1nployees having specialized knowledge and perfonning difficult work), PC personnel policies will ensure the presence of clear and regular work schedules; pro1note tea1nwork; ininin1ize erratic scheduling; siinplify recruittnent; and allow for a tiered syste1n including shift scheduling to pro1note coverage, healthy lifestyle and work balance. Equal e1nploy1nent opportunity at PC will be ensured, and PC will not tolerate harass1ncnt or intitnidation of e1nployees on any basis. PC will ensure that 1nanage1nent is co1nn1itted to ongoing con1pliance with its policies, all pertinent statutes and regulations, including without li1nitation those related to background checks, disqualifying drug convictions, disciplina1y policies, procedures and records, security and safety require1nents, confidentiality,job descriptions, en1ploy1nent contract policies, business records, personnel files, code of conducts and alcohol and drug-free workplace policies.

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



Application _3_ of_3 __ Applicant Non-Profit Corporation _______________ _

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

PC's operating procedures for record keeping begins with its accounting syste111 on Microsoft Dyna1nics GP which, when integrated with the POS syste1n NCR CounterPoint Enterprise and the inventory tracking systen1 Vicinity Manufacturing, offers state-of-art and custo1nized security, back-up and record-keeping features. Electronic equip1nent will be set up on a reliable and secure network, using unique login identification, including usage of secure remote access to an off-pre1nise server for software activity. Individually identifiable patient health or inarijuana infonnation which PC creates, receives, 1nainlains or trans1nits in an electronic form will be deetned protected health care infonnation. With such syste1ns and procedures, PC will ensure that scanned docun1ent storage and retrieval, operating procedures, invento1y records, seed-to-sale tracking records, personnel records, sales and other business records, waste disposal records, and other ad1ninistrative and regulatory reporting records and functions are 111aintained in a tnanner compliant with HIP AA standards. With such syste1ns and procedures, PC will also n1aintain (a) patient records in a confidential, privileged and secure environ111ent in accordance with HIP AA standards, which records will be used by PC for patient registration, verification and infonnation relating to dispensary transactions, and (b) sales records for 5 years covering the respective name of the purchaser, date, quantity, fonn of 111edicine and price.

Inforn1ation on this page has been reviewed by the applicant! :ndyhere provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~{:f]:::::__,..__




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

PC's progran1 of patient education co1nn1ences with its intake/orientation process which provides new ine1nbers with an understanding of PC's rules .and code of conduct, special discount progran1s, available inarijuana products, libra1y resources, strain variety and characteristics, inethods of inarijuana ad111inistration, and research sh1dies on the health effects of inarijuana. All patient education will e1nphasize the need to be stnart and respectful, and to «go slow", with respect to use, dosage and potency. Thereafter, PC will provide counseling and educational tnaterials to desiring patients through compassionate, infonnative, one-on-one or peer-based interaction led by PC's staff in collaboration with subject inatter experts. Ongoing patient education will also occur through newsletters, e-blasts and website postings of a calendar of events, se1ninars and workshops (conducted off pren1ises) covering inatters such as cooking, condition-centric support group counseling, and healthcare provider talks. Understanding the potential for patients to beco1ne habituated or addicted to ma1ijuana use, PC will also assist with patient understanding and/or awareness of continued one-on-one interviews and training sessions; events, se1ninars and workshops; patient infonnation and education center(s); inedical sh1dies and research; legal co1npliance; outreach with the 111edical co1nn1unity; signs of addictive use and dependence; drug addiction sympto1ns or behaviors; and when to see a doctor.


Manage1nent and Operations Profile~ Page 27



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

PC's policies and procedures will provide for the provision ofn1arijuana for 111edical use to registered qualifying patients with verified financial hardship (as such tennis defined below) based on a discount sliding scale representing less than 1narket price. The tenn "verified financial hardship" tneans that an individual is a recipient ofMassHealth, or Supplc111ental Security Inco111e, or the individual's inco111e docs not exceed 300% of the federal poverty level, adjusted for fa111ily size. Such discount sliding scale shall provide for a lOo/o discount on the first ounce of1nedicine purchased by a registered qualifying patient with verified financial hardship in connection with such patient's "Sixty-Day Supply" as defined in the Departn1ent's Regulations on Use of Marijuana for Medicinal Purposes in Massachusetts, and a 5% discount on additional ounces oftncdicine so purchased in connection with such patient's Sixty-Day Supply. A registered qualifying patient with verified financial hardship 1nay also take advantage of additional and further discount pricing through a separate application and approval process that will take into account overall financial and other circtnnstances of such applicant, including such applicant's earnings, living expenses, assets, debts and certain health condition(s). For exa111ple, PC shall provide inedicine to such a registered qualifying patient with verified financial hardship without charge in a situation such as an it11111inent-death health condition.

Infonnation on this page has been revie,ved by the applican.!_,.and,,_where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~l:!t_'-'-'~-




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

PC will provide to dispensary agents training 1nodules covering all critical aspects of the pctfonnance, analysis and cooperative efforts expected by PC to be required of dispensary agents. These tnodules will exist as a 111andatory training and testing progra111 focused on the following: applicable laws and regulations governing tnedical n1arijuana; confidentiality require1n6nts relating to 111atters such as patient privacy, HJPAA ·standards and record keeping; protocols for reception and registration specialists; protocols for the "dispensa1y counter and sales" venue of the dispensary facility; and safety, security and disaster preparedness. These training progra1ns are 1nandatory, and written testing will be conducted, at orientation and at one-year anniversaries, in order for PC to confinn that its policies and procedures are well understood and consistently itnple111ented by its dispensa1y agents. The probationa1y status of a dispensary agent will not be lifted prior to the successful co1npletion of the required training and testing progra111. Not in litnitation of the foregoing, each dispensary agent will have received at the tin1e of initial appointtnent training relating to professional conduct and ethics, and infonnational developtnents in the field of1nedical use of111arijuana field. In addition, career developn1ent and personal growth training will be discussed in an individual develop111ent plan for dispensary agents.

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



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

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

Yes IZI No D

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

Yes IZI No D

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

PC has been working the insurance provider Gallo-Thon1as Insurance ("Gallo") located at 117 Metro Center Blvd., Suite 1004, Warwick, RI 02886. Gallo specializes in insurance coverage within the tnedical inarijuana industry, and provides various insurance policies and coverages for nun1erous inatters relating lo inedical marijuana facilities licensed and regulated under State law throughout New England. In fact, Gallo and its agent Terry Biafore provide coverage for two n1edical 111arijuana facilities in the State of Rhode Island, and they have confi1111ed that they will provide PC with general liability insurance coverage reflecting: no less than $1,000,000 per occurrence and $2,000,000 in aggregate, annually; product liability insurance coverage for no less than $1,000,000 per occurrence and $2,000,000 in aggregate, annually; deductible for such a liability policy to be no higher than $5,000 per occurrence; and any other n1atter or in any other inanner so as to enable PC to be in co1npliance with the provisions and require111ents of 105 CMR 725.105(Q).

Infonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co111plete, as indicated by the initials of the authorized signatory here: ~



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

SECTION F. CAPITAL CONTRIBUTORS

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

Attach additional tables if needed.

Individual Name Amount of Initial Capital Percentage of Initial

Committed Capital Committed

Robert J. Rodia $ 1,712,011.44 100%

$

$

$

$




Application _3_ of

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

Amount of Initial Percentage of Entity Name Leadership Names Capital Initial Capital

Committed Committed

Not applicable Entity CEO/ED:

Entity President/Chair: $

Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


Entity CEO/ED:


Infonnation on this page has been reviewed by the applican~ :ndyhere provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: ~t'!IL_~_



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

ATTESTATIONS

Signed under the pains and penalties of pe1jury, I, the authorized signatory of the non-profit applicant corporation, agree and attest that all information included in this application is complete and accurate and that I have an ongoing obligation to submit updated information to the Department ifthe information presented within this application has changed. ·

Sign~th~gnatory 08/23/2017

Date Signed

Robert J. Rodio




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

08/23/2017

Date Signed

Robert J. Rodio




Information on this page has been reviewed by the applicafll?where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~f-4--"-fl--


Plantopia Care Center, Inc. - Application 3 of 3 MA SOC Filing Number: 201741122910 Date: 6/22/20171:19:00 PM

ii Identification Number: 001279481

11 ARTICLE I

The exact name of the corporation Is:

PLAN TOPIA CARE CENTER INC.

ARTICLE II

The purpose of the corporation Is to engage In the following business activities:

THE CORPORATION IS ORGANIZED FOR CHARITABLE AND EDUCATIONAL AND WELLNESS PURPOSES. INCLUDING, WITHOUT LIMITATION. TO PROMOTE AND SUPPORT AND ASSIST T HE HEALTH AND WELL-BEING OF INDIVIDUALS WITHIN THE COMMONWEAL TH OF MASSA CHUSETTS. THE CORPORATION. AS PERMITTED BY LAW. SI-IALL ENGAGE IN ANY AND ALL ACTIVITIES DIRECTLY OR INDIRECTLY IN FURTHERANCE OF. RELATED TO. OR INCIDENT A L TO TIIBSE PURPOSES. AND IN SUCH OTHER ACTMTIES THAT ARE LAWFULLY PERMISSIB ll LE UNDER THE GENERAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.

ARTICLE Ill

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

NONE

ARTICLE IV

Other laWful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for Its volunlary dissolution, or for limltlng, defining, or regulating the powers of the corporation, or of Its directors or members, or of any class of members, are as follows: (If there are no provisions state "NONE'~

(1) NO OFFICER OR DIRECTOR SHALL BE PERSONALLY LIABLE TO THE CORPORATION FOR MONETARY DAMAGES FOR ANY BREACH OF FIDUCIARY DUTY AS AN OFFICER OR DIRECT /j OR NOTWITHSTANDING ANY PROVISION OF LAW IMPOSING SUCH LIABILITY. EXCEPT CTO j THEEXTENT PROVIDED BY APPLICABLE LAW) FOR LIABILITY m FOR BREACH OF THE OFFI ~:.·.·. GER'S OR DIRECTOR'S DUTY OF LOYAL TY TO THE CORPORATION. (II) FOR ACTS OR OMISS ~---------- -- -- - ' --- -- --------------------------. - - ----------- -- . ---------

Plantopia Care Center, Inc. - Application 3 of 3

MA soc Filing Number: 201741122910 Date:6/22/20171:19:DO PM

Identification Number: 001279481

ARTICLE I

The exact name of the corporation Is:

PLANTOPIA CARE CENTER. INC.

I! ARTICLE II 11 1; 1 l The purpose of the corporation Is to engage In the following business activities:

Ii THE CORPORATION IS ORGANIZED FOR CHARITABLE AND EDUCATIONAL AND WELLNESS I! PURPOSES, INCLUDING, WITHOUT LIMITATION, TO PROMOTE AND SUPPORT AND ASSIST T Ii HE HEALTH AND WELL-BEING OF INDIVIDUALS WITHIN THE COMMONWEAL TH OF MASSA i' CHUSETTS. THE CORPORATION, AS PERMITTED BY LAW, SHALL ENGAGE IN ANY AND ALL Ii ACTIVITIES DIRECTLY OR INDIRECTLY IN FURTHERANCE OF. RELATED TO, OR INCIDENTA ! i L TO THESE PURPOSES, AND IN SUCH OTHER ACTIVITIES THAT ARE LAWFULLY PERMISSIB l i LE UNDER THE GENERAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. iil--~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-IJI

" i: ARTICLE Ill

11 A corporation may have one or more classes of members. If It does, the designation of such classes, the manner of

I;_·.·· election or appointments, the duration of membership and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

I I

NONE

ARTICLE IV

Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for Its voluntary dissolution, or for llmlling, defining, or regulating the powers of the corporation, or of Its directors or members, ~ •. ·.·l or of any class of members, are as follows: , (If there are no provisions state "NONE'1

(1) NO OFFICER OR DIRECTOR SHALL BE PERSONALLY LIABLE TO THE CORPORATION FOR MONETARY DAMAGES FOR ANY BREACH OF FIDUCIARY DUTY AS AN OFFICER OR DIRECT OR NOTWITHSTANDING ANY PROVISION OF LAW IMPOSING SUCH LIABILITY. EXCEPT (TO THE EXTENT PROVIDED BY APPLICABLE LAW) FOR LIABILITY (l) FOR BREACH OF THE OFF! CER'S OR DIRECTOR'S DUTY OF LOYAL TY TO THE CORPORATION, an FOR ACTS OR OMISS


T AND RECEIVE CONTRIBUTIONS FROM ANY AND ALL SOURCES AND MAY RECEIVE AND HOLD. IN TRUST OR OTHERWISE. FUNDS RECEIVED BY GIFT OR BEQUEST. (4) THE CORPOR ATION MAY PAY REASONABLE COMPENSATION FOR SERVICES RENDERED AND MAKE PA YMENTS AND DISTRIBUTIONS IN FURTIIBRANCE OF ITS PURPOSES. (5) IF THE CORPORA TI ON IS TO BE DISSOLVED. IT WILL ABIDE BY THE GENERAL LAWS OF THE COMMONWEAL T HOF MASSACHUSETTS. (6) ALL REFERENCES HEREIN TO (I) THE INTERNAL REVENUE CODE SHALL BE DEEMED TO REFER TO THE INTERNAL REVENUE CODE OF 1986, AS NOW IN FORC E OR HEREAFTER AMENDED. (Il) ANY CHAPTER OF THE MASSACHUSETTS GENERAL LAWS SHALL BE DEEMED TO REFER TO SAID CHAPTER AS NOW IN FORCE OR HEREAFTER AMEND ED, AND (Ill) PARTICULAR SECTIONS OF THE INTERNAL REVENUE CODE OR MASSACHUSE TTS GENERAL LAWS SHALL BE DEEMED TO REFER TO SIMILAR OR SUCCESSOR PROVISION S HEREAFTER ADOPTED.

Notes: The preaed/ng four (4) atricles are considered to be pafIT1anent and may only be changed by fillng appropriate Artfales of Amendment.

ARTICLEV /; The by-laws of the corporation have been duly adopted and the initial directors, presiden~ treasurer and clerk or other

presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

ARTICLE VI

II, The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the

1; Commonwealth. If a later effective date Is desired, specify such date which shall not be more than thirty days after the

>' date of filing. !1

l N/A

'I •

•n-~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~lll

L ,, ARTICLE VII l' i' I; The Information contained in Article Vil ls not a permanent part of the Articles of Organization. ll

J ! a. The street address (post office boxes are not acceptable} of the principal office of the corporation in i' Massachusetts is:

ii

~ ~ j

C!O STEVEN MONACELLI :.\·· .. 132 CENTRAL STR£ET

! , City or Town: FOXBORO State: MA Zip: 02035 Countr·y: USA

i · No. and Street: i'

'.u'-------------1 ... ·1 ii 1; b. The name, residential street address and post office address of each director and officer of the I: corporation Is as follows: !

Title

PRESIDENT

TREASURER

CLERK

Individual Name First, Mlddle, last, Suffix

ROBERT RODIO

STEVEN MONACELLI

STEVEN MONACELLI

Address (no PO Box)

Address, City or Town1 State, Zip Code

Expiration of Term

2,2022


DIRECTOR STEVEN MONACELLI June 22, 2022

DIRECTOR ROBERT RODIO June 22, 2022

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

1:1-D~ec_e_m_b_e_r~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-i~ d. The name and business address of the resident agent, if any, of the business entity is:

ll Name: STEVEN MONACELLI i·

l ~~ :~~=:~~t: ~~is~i~ ST~!~e: MA Zip: 02035 Country: USA : 11:1--~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~1

i I I ! f I i

I/We, the below signed incorporntor(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further ce1iify that to the best of my four knowledge the above-named officers have not been similarly convicted. If so convicted, explain:

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTillS OF PERJURY, I/we, whose 1 signature(s) appear below as incorporator(s) and whose name(s) and business or residential address ~.·.··.l.1-. (es) beneath each signature do hereby associate with the intention of forming tltis business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 22 Day of June, 2017. (Jf an existing corporation is acting as inco1porator, type in the exact name of the business entity, the state or other jurisdiction where ii was incmporated, the name of the person signing on behalf of said business entity and the title he/she holds or other authority by which such action is taken.) THOMAS A. TARRO III

i © 2001 ~ 2017 Commonwealth of Massachusetts ! { All Rights Reserved

j

l

l:~~.::.c:.=;,;.:,·,;...=;·;=:.:..:;::,-~'i-"'"'"°-~;.;~:;.;=,~~l=:..:;;;..o!::,;~,.:.:.:;,,;,.;;;:;._;;,.,,,,_t.'~~-=:.co:..-;:o~-l.O~o;;;~,..::...:~.:.....;-:...:....:.:.=:;:.;.....;..c;;:..c.:_,f.'.~"'-:...;'-..::.;~.:.;.;.';~:::!if

Plantopia Care Center, Inc. - Application 3 of 3 MA SOC Filing Number: 201741122910 Date: 6/22/2017 1 :19:00 PM

TIIE COMMONWEALTH OF MASSACHUSETTS

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

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

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

deemed to have been filed with me on:

June 22, 2017 01:19 PM

(

WILLIAM FRANCIS GALVIN

Secretmy of the Commonwea/lh

\'lfillian1 Francis Galvin Secretaiy of the Co1nn1onwealth

Plantopia Care Center, Inc. Application 3 of 3

97iv (:Jo;rnJllO/Ztoeaft-ft.# Jd:assaclitt8-et:t5>

c_Jecl'etay g/'the Co1n!?W!Zt0-ealt/2,. cltate %1r.se; gzf06'.to1z, jffa,ysac!'f ttsetts 02 ;{'},'}

Date: August 14, 2017

To Whom It May Concern :

I hereby certif·y that according to the records of this office,

PJLANTOPXA CARE CENTER, INC,

is a domestic corporation organized on June 22, 2017

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

era! Laws Chapter 180 section 26 A, for revocation of the chatter 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, l lA, or 1 lB; that said corporation has filed all

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

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

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above wtitten.

/f'J!v44A~~ Secretary of the Commonwealth

Certificate Number: 17080240150

\ferify this Certificate at: http://corp.sec.state.111:,Lus/Coq) Web/C.ertificates/Verify .aspx

Processed by:


BY-LAWS

OF

PLANTOPIA CARE CENTER, INC. (the "Corporation")

Effective as of June 22, 2017

SECTION 1 OFFICES

1.1 Offices. The Corporation shall have and continuously maintain an office in the Commonwealth of Massachusetts and may have other offices within or without the Commonwealth of Massachusetts as the Board (as such term is defined below) may from time to time determine.

SECTION2 MEMBERS

2.1 Members. The C01poration shall not have any voting members. Any action or vote required or permitted by law to be taken by voting members shall be taken by action or vote of the same percentage of the Board of Directors of the Corporation.

SECTION3 BOARD OF DIRECTORS

3 .1 Powers. The Board of Directors of the Corporation ("Directors" or the "Board") shall have the entire charge, control and management of the Co1poration and its property and may exercise all or any of its powers manage the affairs of the Co1poration, shall exercise all the powers of the Corporation and shall be solely responsible for making policies of the Corporation.

3.2 Number and Election. Except as otherwise provided by these By-Laws or in the Articles of Organization, the number of Directors that shall constitute the whole Board shall be fixed, and the Directors elected, by the Directors at the annual meeting. Any person may be re-elected to unlimited consecutive terms as a Director. The number of Directors shall be fixed from time to time by the Board.

3.3 Chairperson. The Chai1person shall have general charge and supervision of the affairs of the Corporation. In the event of a tie vote by the Board, the Chai1person shall have a tiebreaker vote, and in such circumstance, he/she shall be entitled to cast one (1) additional vote.

3.4 Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, initial Directors shall hold office for two years and thereafter until their successors are chosen and qualified.

1


3 .5 Removal. A Director may be removed from office, with cause, by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body or individuals proposing such Director's removal.

3 .6 Resignation. Any Director may resign by delivering his/her written resignation to the Corporation at its principal office or to the President or Secretary/Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

3. 7 Vacancies. Any vacancy at any time, existing in the Board, may be filled by the Directors at any meeting. Should the resignation or removal of a Director pursuant hereto result in there being fewer than the number fixed by the Board, the Board shall elect such number of new Directors necessary to bring the number of Directors in compliance with these By-Laws.

3. 8 Annual Meeting. The date, place and time of the annual meeting of the Directors shall be fixed by the Directors. In the event that no date for the annual meeting is established or if no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the armual meeting.

3.9 Regular Meetings. Regular meetings of the Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board and no notice need be given of regular meetings held at times and places so fixed, provided, however, that any resolution relating to the holding of regular meetings shall remain in force only until the next annual meeting of Directors, or the special meeting held in lieu thereof, and that if at any meeting of Directors, at which a resolution is adopted fixing the times or place or places for any regular meetings, any Director is absent, no meeting shall be held pursuant to such resolution until either each such absent Director has in writing or by electronic mail approved the resolution or seven days have elapsed after a copy of the resolution certified by the Secretary/Clerk has been mailed, postage prepaid, addressed to each such absent Director at his/her last known home or business address.

3.10 Special Meetings. Special meetings of the Directors may be called by the President, by the Chairperson, by the Secretary/Clerk, by any two Directors, or by one Director in the event that there is only one Director, and shall be held at the place designated in the notice or call thereof.

3.11 Notice of Meetings. Notices of any special meeting of the Directors shall be given to each Director by an officer of the Corporation: (a) by mailing to him/her, postage prepaid, and addressed to him/her at his/her address as registered on the books of the Corporation, or if not so registered at his/her last !mown home or business address, a written notice of such meeting at least five business days before the meeting; or (b) by giving notice to such Director in person, by telephone or via electronic mail at least one business day in advance of the meeting. Notice in the case of the annual meeting of the Board shall be given at least three (3) days before the meeting, in writing, stating the date, purpose, time and place of such meeting. Such notice, if the meeting

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is called otherwise than by the Secretary/Clerk, may be a copy of the call of the meeting; and if the meeting is not so otherwise called, such notice given by the Secretary/Clerk shall constitute a 3 call of the meeting by him/her. If an officer refuses or neglects for more than 24 hours after ~--

receipt of a call to give notice of such special meeting, such notice may be given by one of the Directors calling the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him/her 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/her. A notice or waiver of notice of a Directors' meeting need not specify the purposes of the meeting.

3.12 Quorum. At any meeting of the Directors a majority of the Directors then in office shall ·constitute a quorum. Any meeting may be adjourned by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3 .13 Action of Meeting. At any meeting of the Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present, unless a different vote is required by law, the Articles of Organization, or these By-Laws. The Directors present at a duly organized meeting may continue to transact business notwithstanding the withdrawal of any one or more Directors as to leave less than a quorum.

3.14 Action by Written Consent. Any action by the Directors, or any committee thereof, may be taken without a meeting if a written consent thereto signed by all the Directors and filed with the records of the Directors' meetings. Such consent shall be treated as a vote of the Directors for all purposes. Written consents may be, without limitation, by fax, letter or email.

3 .15 Telephone Conference Meeting. The Directors or the members of any committee may participate in a meeting of the Directors or such committee by means of a conference telephone or similar communications equipment by means of which persons participating in the meeting can hear each other at the same time, and pmiicipating by such means shall constitute presence in person at a meeting.

3.16 Committees. The Directors may, by vote of a majority of the number of Directors then in office, elect from within the Board an executive or other committees and may, by like vote, delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nem·ly as may be in the same manner as is provided by these By-Laws for the Directors. The Directors shall have the power to fill vacancies in, change the membership of, or to disband, any such committee. The President or the Board may activate at any time any committee that the Board may establish and may appoint a chairperson and members of each such committee. The chairperson and members of each committee shall serve one-year terms on the committee to which they are appointed, unless removed and replaced prior to the end of such term at the discretion of the President or the Board, or their prior resignation, and may be re-appointed for

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successive terms. Except as otherwise provided by the Board, members of committees need not be Directors. A report of all material actions taken by each committee shall be made to all Directors no later than the next meeting of the Board. Minutes of each committee shall be available to any Director for inspection. Except as otherwise provided by law, a majority of the members of any committee shall constitute a quorum at all meetings of such committee. Members of any committee may be present at and pmiicipate in such meetings by telephone as provided in these By-Laws. When a quorum is present at any committee meeting, the votes of a majority present and voting shall be necessary and sufficient for the decision of any question brought before the meeting except as otherwise provided by law or the Aiiicles of Organization.

3 .17 Transactions with Directors. The Corporation may enter into contracts or transact business with one or more of its Directors or officers, or with any finn of which one or more of its Directors or officers are members, or with any corporation, or association or business trust or other entity on which any one of its Directors or officer is a stockholder, director, officer, beneficiary and/or trustee, and such contract or transaction shall not be void or voidable solely by the fact that such director or officer has or may have interests therein which are or might be adverse to the interests of the Corporation, provided that:

(a) the material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are !mown to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(b) the material facts as to his/her relationship or interest a11d as to the contract or transaction are disclosed or are known to the Board prior to voting thereon, and the contract or transaction is specifically approved in good faith by a vote of a majority of Directors; and

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

SECTION4 OFFICERS AND SPECIAL COMMITTEES

4.1 Number a11d Qualification. The officers of the Corporation shall be a President, Treasurer and Secretary/Clerk ("Officers") and such other officers as may from time to time be determined by the Board. Any two or more offices may be held by the same person.

4.2 Election. The President, Treasurer and Secretary/Clerk shall be elected by the Directors at the Annual Meeting or at a special meeting held in lieu thereof. Other officers, if any, may be elected by the Directors at any time.

4.3 Tenure. Except as provided by law or these By-Laws, the President, Treasurer and Secretary/Clerk shall hold office until the annual meeting or the special meeting of the Board held in lieu thereof, and thereafter until his/her successor is chosen and qualified. Other officers shall hold office until the next annual meeting, or the special meeting held in lieu thereof, unless a sh01ier term is specified in the vote choosing or appointing them.

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4.4 President. The President shall have the power to see that all orders and resolutions of the 5 Directors are carried into effect. The President shall have such other duties and powers as the ----Directors shall dete1mine.

4.5 Treasurer. The Treasurer shall be the chief accounting officer of the Corporation. He or she shall have charge of all Corporation investments and shall receive all contributions, bequests and other amounts payable to the Corporation. The Treasurer shall, subject to the orders and under the supervision of the Board, have the custody and care of securities, cash and valuable papers of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements in the books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Directors or, in the absence of such designation, in such depositories as he or she shall deem proper. The Treasurer shall render to the President and the Directors such statement of transactions and accounts as the President and Directors may from time to time require. Notwithstanding the foregoing, the Treasurer shall perform such duties and have such powers as the Directors may designate.

4.6 Secretary/Clerk. The Secretary/Clerk shall record and maintain records of all proceedings of the Directors in a book or books kept for that purpose and shall have custody of the seal of the Corporation. The Secretary/Clerk shall perform such duties and have such powers in addition to the foregoing as the Directors shall designate. If the Secretary/Clerk is absent from any meeting of the Directors, a temporary Secretary/Clerk appointed by the President shall exercise the duties of the Secretary /Clerk at the meeting.

4.7 Other Officers. Other officers shall have such duties and powers as may be designated from time to time by the Directors.

SECTIONS INTERESTED DIRECTORS AND OFFICERS

5.1 Directors and officers may receive reasonable compensation for their services and may be reimbursed, subject to approval and ratification by the Board, for reasonable expenses incurred in com1ection with the affairs of the Cmporation, including attendance at meetings. The Board may determine the salaries or other compensation of Directors and officers and of each employee or agent of the Corporation, whether or not such employee or agent is also a Director or officer of the Corporation. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial or other interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his/her votes are counted for such purpose, nor shall any Director or officer be under any liability to the Corporation on account of any such contract or transaction and no employee or agent of the Corporation shall be prevented from receiving compensation for serving as such by reason of the fact that he/she is also a Director or officer, if:

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(a) The material facts as to his/her relationship or interest and as to the 6 contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee authorized the contract or transaction by the affirmative votes of a majority of the Directors; or

(b) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board or a committee thereof. Common or interested Directors may be counted in dete1mining the presence of a quorum at a meeting of the Board or of a connnittee which authorized the contract or transaction, and their votes may be counted for the purpose of a vote by the Directors approving such contract or transaction.

SECTION6 INDEMNIFICATION

6.1 The Corporation shall, to the extent legally permissible, indemnify any person serving or who has served as a Director, officer, employee or other agent of the Corporation, or at its request as a Director, officer, employee or other agent of any organization, or at its request in any capacity with respect to any employee benefit plan, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incuned by him/her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he/she may be involved or with which he/she may be threatened, while in office or thereafter, by reason of his/her being or having been such a Director or officer (or in any capacity with respect to any employee benefit plan), except with respect to any matter as to which he/she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan); provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise and indemnification therefore shall be approved:

(a) by a majority vote of a quorum consisting of disinterested Directors;

(b) if such a quorum cannot be obtained, then by a majority vote ofa committee of the Board consisting of all the disinterested Directors;

( c) if there are not two or more disinterested Directors in office, then by a majority of the Directors then in office, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan); or

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(d) by a court of competent jurisdiction.

If authorized in the manner specified above for compromise payments, expenses including counsel fees, reasonably incurred by any such person 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 thereof upon receipt of (a) an affidavit of such individual of his/her good faith belief that he/she has met the standard of conduct necessary for indemnification under this A:tticle, and (b) an undertaking by such individual to repay the amounts so paid to the Corporation if it is ultimately determined that indemnification for such expenses is not authorized by law or under this Atticle, which undettaking may be accepted without reference to the financial ability of such person to make repayment.

If both the Corporation and any person to be indemnified are parties to an action, suit or proceeding (other than an action or suit by or in the right of the Corporation to procure a judgment in its favor), counsel representing the Corporation therein may also represent such indemnified person (unless such dual representation would involve such counsel in a conflict of interest in violation of applicable principles of professional ethics), and the Corporation shall pay all fees and expenses of such counsel incurred during the period of dual representation other than those, if any, as would not have been incmTed if counsel were representing only the Corporation; and any allocation made in good faith by such counsel of fees and disbursements payable under this paragraph by the Corporation versus fees and disbursements payable by any such indemnified person shall be final and binding upon the Corporation and such indemnified person.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such indemnified person may be entitled. Nothing contained in this Aiticle shall affect any rights to indemnification to which corporate personnel other than the persons designated in this Attic le may be entitled by contract, by vote of the Board, or otherwise under law.

By action of the Board, notwithstanding any interest of the Directors in such action, the Corporation may purchase and maintain insurance, in such amounts as the Board may from time to time deem appropriate, on behalf of any person who is or was an officer, Director, employee or other agent of the Corporation or who is or was seiving at the request of the Corporation as an officer, Director, employee or other agent or another organization, or with respect to any employee benefit plan, against any liability incurred by such person in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

As used in this A:tticle the terms "person," "Director," "officer," "employee," and "agent" include their respective heirs, executors and administrators, and an "interested" Director or officer is one against whom in such capacity the proceedings in question or other proceedings on the same or similar grounds is then pending.

If any term or provision of this A:tticle, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this Article,

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or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and 8 provision of this Article shall be held valid and be enforced to the fullest extent pennitted by law.----

SECTION7 FISCAL YEAR

7 .1 The Fiscal Year of the Corporation shall end in each year on December 31.

SECTION 8 CORPORATE SEAL

8.1 The Board may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization, and the word "Massachusetts."

SECTION9 EXECUTION OF INSTRUMENTS, RECEIPT AND DISBURSEMENT OF FUNDS

9.1 Except as otherwise provided in these By-Laws or as the Board may generally or in particular cases authorize, all instruments, documents, deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed by the President or Treasurer. Facsimile signatures may be used in the manner and to the extent authorized generally or in particular cases by the Board. The Board may designate such other officer or officers who, in addition to or instead of the Treasurer, shall be authorized to receive and receipt for all monies due and payable to the Corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharge and receipt therefore. Funds of the Corporation may be deposited in such banks or with such other corporations, firms, or individuals as the Board may from time to time designate.

SECTION 10 LIMITATIONS

10.1 At all times, notwithstanding any change in name, merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, voluntary or involuntary, or by operation of law, or any other provision hereof:

(a) No paii of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustee, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II of its A1ticles of Organization, as may be amended from time to time.

(b) The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

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( c) At no time shall the Corporation engage in any activities which are unlawful under the laws of the United States of America, the Commonwealth of Massachusetts, or any other jurisdiction where its activities are carried on.

(d) No substantial part of the activities of the 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 distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

The Corporation shall at all times operate on a non-profit basis for the benefit of registered qualifying patients, and shall ensure that revenue of the Corporation is used solely in furtherance of its nonprofit purpose.

SECTION 11 DISSOLUTION

11.1 By an affirmative vote of the majority of the Board entitled to vote at a meeting duly called for such purpose, the Corporation may be dissolved by the filing of a petition for its dissolution with the Supreme Judicial Comt of Massachusetts. Upon dissolution of the Corporation, any remaining assets shall be distributed to non-profit organizations, associations or entities to be chosen by the Board. These remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Code, or the conesponding section of any future Federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Comt of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, which are organized and operated exclusively for such purposes.

SECTION 12 AMENDMENT

12.1 These By-Laws may be altered, amended or repealed, in whole or in part, and new bylaws may be adopted by a majority of the Directors present at any regular meeting or special meeting, provided that at least two (2) days notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting.

SECTION 13 ADOPTION

13.1 These By-Laws shall be adopted by resolution of the Sole Incorporator of the Corporation.

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Plantopia Care Center, Inc. Application 3 of3

Applicant Non-Profit Corporation _____________ _

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

I Captain Robert A. McQueeney

Title (at applicant non-profit corporation)

Security Manager

Name of Applicant Non-Profit Corporation


Highest Education Attained - Institution, Degree, and Year

RI State Police Academy (graduate; '69) Expert: Narcotics; Organized Cri1ne; Terroris111; Hon1icide; Kidnapping; Drug Interdiction Rank:Detectivc ('69-'77); Corporal ('78); Lieutenant ('88); Captain ('90)

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



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

Su111111it Medical Co111passion Center, Inc. Me1nber of Board of Directors 2011 - present

McQueeney Private Security (sole Principal and Chief of Security 2006 - present proprietorship)

Lojack Corporation Rhode Island Account Manager 1994 - 1997

Rhode Island State Police Captain; Lieutenant; Co1poral; Detective 1969-1994

----

Signed und;;.~~~~ns~~l 'es ofpe1jury, I agree and attest that all information included in this form is complete and yc~tC::: ,._L,,?7 0/

/ c 4/ u I os12212011

/Signature of th~ Individual Date Signed

Management and Operations Profile -E111ploy111ent and Education Fenn - Page 2


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


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

\Michael Pendleton


Chief Operating Officer and Cultivation Manager




Tollgate High School; courses/credits through 1995; no degree New England Institute of Technology; courses/credits through 1999; no degree Entered workforce in 1998

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


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


Emolover Title Time Period

Sun1mit Medical Compassion Center, Inc. Assistant to General Manager; 2015 - present Assistant Cultivation Manager

Grow With Us Hydroponics General Manager 2014 -2015

MediStrains, LLC Head of Design and Engineering 2014

Monarch Industries, Inc. Inventory Manager and Expediter; 2006 - 2013 Head Engineer;Machine Prograrnn1er

Brada Manufacturing, Inc. Con1puter Numeric Control Fore1nan; 1998 - 2006 Secondaiy Machine Operator

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

08/22/2017

Date Signed

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


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


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 f01m for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health.

Name

I Steven Edgar Monacelli

Residential Address


I Chief Financial Officer



Highest Education Attained- Institution, Degree, and Year

B1yant University (fo1merly B1yant College) Master of Science in Taxation May 1990

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

Applicant Non-Profit Corporation


~~~~~~~~~~~~~~-


Emnloyer Title Time Period

Restivo Monacelli, LLP Partner 1990 - present

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

and accurate. /;. · ./////(µ/ l1l r r os12212011

Date Signed



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


This Employment and Education form must be completed and signed by each of the following individuals: The Co1poration'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 Pl'ofile to the Depaitment of Public Health.

Name

Robert J. Rodia

Residential Address


I Chief Executive Officer




Barrington College; BA; 1975





Em plover Title Time Period

R. Rodio Development Inc. President and Owner 1998 - present

Tooling Corporation of An1erica President and Owner 1988 - 2000

TCA Fulfillment, Inc. President and Owner 1988 - 2000

Goldenwheel/Giftcraft, Inc. President, Manager and Owner 1975 - 1987

Signed under the pains and penalties of pe1jury, I agree and attest that all info1mation included in this form is complete and accurate.

Date Signed Signa~linq?ftr-08/22/2017

Management and Operations Profile - E111ployment and Education Fonn ~ Page 2

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