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1010 Ryan just-healthy-mop-1-2017-11-17-redactedCHARLES D. BAKER Governor KARYN E. POLITO Lieutenant Governor INSTRUCTIONS The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 111h Floor, Boston, MA 02111 NUV l Ii MARYLOU SUDDERS Secretary MONICA BHAREL, MD, MPH Commissioner Tel: 617-660-5370 www.mass.gov/medlcalmarljuana MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate of Registration to Operate a Registered Marijuana Dispensary This application form is to be completed by a non-profit corporation or domestic business corporation that wishes to apply for a Certificate of Registration to operate a Registered Marijuana Dispensaiy ("RMD") in Massachusetts, and has been invited by the Department of Public Health ("Department") to submit a Management and Operations Profile ("applicant"). Once invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile within 45 days from the date of the invitation letter, or the applicant must submit a new Application of Intent and fee. If invited by the Department to submit more than one Management and Operations Profile, the applicant must submit a separate Management and Operations Profile, attachments, and application fee for each proposed RMD. Please identify each application of multiple applications by designating it as Application 1, 2 or 3 in the header of each application page. Please note that no executive, member, or any entity owned or controlled by such an executive or member, may directly or indirectly control more than three RMDs. However, even if submitting a Management and Operations Profile for more than one RMD, an applicant need only submit one background check packet, including authorization forms for all required individuals, and fee associated with the background checks. Unless indicated otherwise, all responses must be typed into the application fonns. Handwritten responses will not be accepted. Please note that character limits include spaces. Attachments should be labeled or marked so as to identify the question to which it relates. Each submitted application must be a complete, collated response, printed single-sided on 8 W' x 11" paper, and secured with a binder clip (no ring binders, spiral binding, staples, or folders). Application _1 _ of_1 __ Applicant Corporation !Just Healthy, Inc. Mail or hand-deliver the Management and Operations Profile, with all required attachments, the $30,000 application fee, and completed Remittance Form to: Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Channey Street, 11th Floor Boston, MA 02111 All fees are non-refundable and non-transferable. REVIEW Applications are reviewed in the order they are received. After a completed application packet and fee is received by the Department, the Department will review the information and will contact the applicant if clarifications or updates to the submitted application materials are needed. The Department will notify the applicant whether it has met the standards necessary to be invited to submit a Siting Profile. Applicants must receive an invitation from the Department to submit a Siting Profile within I year of the date of submission of the Management and Operations Profile, or the applicant must submit a new Application of Intent and fee in order to proceed in the application process. PROVISIONAL CERTIFICATE OF REGISTRATION Applicants must receive a Provisional Certificate of Registration from the Department within I year of the date of the invitation letter from the Department to submit a Siting Profile. If the applicant does not meet this deadline, the application will be considered to have expired. Should the applicant wish to proceed with obtaining a Certificate of Registration, a new application must be submitted, beginning with an Application of Intent, together with the associated fee. REGULATIONS For complete information regarding registration of an RMD, please refer to I 05 CMR 725.100, as well as materials posted on the Medical Use of Marijuana Program website: Yi.!YY,'.Jllili!LgcQ.Y!Jlli;Q].£illfil!lliJ.lli!Jllil· It is the applicant's responsibility to ensure that all responses are consistent with the requirements of I 05 CMR 725.000, et seq., and any requirements specified by the Department, as applicable. PUBLIC RECORDS Please note that all application responses, including all attaclnnents, 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). 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: _NP __ Management and Operations Profile~ Page 2 Application _1 _ of_1 __ QUESTIONS Applicant Corporation )Just Healthy, Inc. If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or R11!2:m£'1i\::'llk'llli0il:lklllildl:i· Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: ~NP~-- Management and Operations Profile -Page 3 Application_, _ of_1 __ Applicant Corporation jJust Healthy, Inc. 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 0 A copy of the applicant's Articles of Organization (as outlined in Section B) 0 A copy of the applicant's Certificate of Good Standing (as outlined in Section B) 0 A copy of the applicant's bylaws (as outlined in Section B) 0 An Employment and Education form for each required individual (as outlined in Section D) 0 A completed Remittance Form (use template provided) 0 A bank or cashier's check made payable to the Commonwealth of Massachusetts for $30,000 0 A sealed envelope with the name of the applicant and marked "authorization forms," that contains the background check authorization forms (use forms provided) and fee, for each of the following actors: The Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; individual/entity responsible for marijuana for medical use cultivation operations; individual/entity responsible for the RMD security plan and security operations; each member of the Board of Directors; each Member of the Corporation, if any; and each person and entity known to date that is committed to contributing 5% or more of initial capital to operate the proposed RMD. If the applicant does not have a Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer, it must identify the individuals performing the equivalent duties for the applicant and submit these forms for each said individual. For entities conh"ibuting 5% or more of initial capital to operate the proposed RMD, the forms must be completed by the entity's Chief Executive Officer or Executive Director and President or Chair of the Board of Directors. If the entity does not have a Chief Executive Officer or Executive Director or President or Chair of the Board of Directors, it must identify the individuals performing the equivalent duties for the entity and submit these forms for each said individual. Information 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: _N_P __ Management and Operations Profile -Page 4 Application _1 _ of_1 __ Applicant Co1poration SECTION A. APPLICANT INFORMATION !Just Healthy, Inc. 1. Legal name of Applicant Corporation jNeil Phelan 2. 3. Name of Applicant Corporation's ChiefExecntive Officer 1 56 Colborne Road Boston, MA 02135 !Just Healthy, Inc. Mailing address of Applicant Corporation (Street, City/Town, Zip Code) !Neil Phelan 4. Applicant Corporation's point of contact (name of person Department should contact regarding this application) 1(518) 369-0542 5. Point of contact's telephone number l~~il@justhealthy.org 6. Point of contact's e-mail address 7. Number of applications: How many Management and Operations Profiles does the applicant intend to submit? SECTION B. INCORPORATION 8. Attach a copy of the applicant's Articles of Organization, documenting that the applicant is a non-profit corporation or domestic business corporation incorporated in Massachusetts. 9. Attach a copy of the applicant's Certificate a/Good Standing from the Massachusetts Secretary of the Commonwealth. 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 applicant's bylaws. 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: _NP __ Manage1nent and Operations Profile -Page 5 Application _1 _ of_1 __ Applicant Corporation jJust Healthy, Inc .. SECTION C. NON-PROFIT COMPLIANCE If the applicant is a non-profit corporation, answer each of the questions in Section C to explain how the corporation will remain iu compliance with the non-profit 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 iu completing this Section. 11. Please identify any management company that the applicant intends to utilize and summarize the terms of any agreement or contract, executed or proposed, with the management company. Just Healthy, Inc. ("JH") does not intend to utlilize a management company. In the event that JH elects to utilize a management company, JH will be prepared to provide any documentation required or requested by the Department of Public Health. 12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a Related Party Transactionand summarize the terms of each suchagreement. JH is engaging in a Related Party Transaction through JHs agreement with Turnberry Partners, LP. Turnberry Partners, LP is the capital contributor for JH. A copy of the agreement and an independent legal opinion stating that the agreement complies with the non-profit requirements of 105 CMR 725.1 OO(A)(1) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance will be provided to DPH. 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: _N_P __ Management and Operations Profile~ Page 6 Application _1 _ of_1 __ Applicant Corporation jJust Healthy, Inc. 13. Please identify whether any members of the Board of Directors are also serving as employees of the proposed RMD and, if so, their title and role with the proposed RMD. Neil Phelan is a member of the Board of Directors as well as the Clerk and Chief Executive Officer. As CEO, Neil Phelan, will implement JH's short and long term goals. Brett Sprau is a member of the Board of Directors as well as the Chief Operations Officer and Director of Cultivation. Brett Sprau's role at JH is to oversee all operations. 14. Please identify whether any members of the Board of Directors are serving as officials, executives, corporate members or board members for any management company, investor or other third party proposed to contract or otherwise conduct business with the proposed RMD. William Phelan is a member of the Board of Directors and is also the managing partner of Turnberry Partners LP, which is an entity that is the capital contributor to JH. 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: _NP __ Management and Operations Profile -Page 7 Application_, _ of_1 __ Applicant Corporation pust Healthy, Inc. 15. Please identify any contract or agreement, executed or proposed, under which a percentage or portion of the applicant's revenue will be distributed to a third party and summarize the terms of any such agreement or contract. JH does not have any contract or agreement, executed or propsed, under which a percentage or portion of the applicant's revenue will be distributed to a third party. ATTESTATION The applicant agrees and attests that it will operate in compliance with the "Guidance for Registered Marijuana Dispensaries Regardin mpliance." !Neil Phelan Print Name of Authorized Signatory !chief Executive Officer Title of Authorized Signatory I IC ~;Jov-11- Date Signed 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: _NP __ Management and Operations Profile -Page 8 Application_, _of _1 __ SECTION D. EXPERIENCE Applicant Corporation JJust Healthy, Inc. 16. Attach a completed and signed Employment and Education form (use template provided) for each required individual (as outlined in the Employment and Education Form) 17. Describe the experience, and length of experience, of the applicant's Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, or their equivalent, with running a business or non-profit organization. Neil Phelan, CEO, does not have any direct experience running a business or non-profit. Brett Sprau, COO, founded and ran a licensed wholesale adult use cannabis cultivation facility in the State of Colorado from 2014 to 2016. Brett has experience obtaining licensing, working on the site during construction and running the facility once operational. Brett has experience hiring all growers, trimmers and assistants, maintaining inventory management procedures, training procedures and compliance procedures, and scheduling and training all employees. Brett also has experience maintaining seed-to-sale inventory tracking systems and is trained on multiple systems including Bio Track THC and METRC. Additionally, Brett has expierence completing payroll, paying monthly taxes, updataing software systems, and running a large scale state-of-the-art cultivation facility. Daniel Schiavo, CFO, does not have any direct experience running a business or non-profit. 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: _NP __ Management and Operations Profile -Page 9 Application _1 _ of_1 __ Applicant Corporation jJust Healthy, Inc. 18. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, or their equivalent, with providing health care services. Neil Phelan, CEO, does not have any experience providing health care services. Brett Sprau, COO, does not have any experience providing health care services. Daniel Schiavo, CFO, does not have any experience providing health care services. Information 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 authodzed signatory here: _NP __ Manage1nent and Operations Profile-Page 10 Application_, _ of_1 __ Applicant Corporation pust Healthy, Inc. 19. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, or their equivalent, with providing services for marijuana for medical purposes. Neil Phelan, CEO, has no experience providing services for marijuana for medical purposes. Brett Sprau, COO and Director of Cultivation does not have direct experience providing services for marijuana for medical purposes, but Brett does posses experience and expertise in providing services for marijuana for recreational or adult use purposes. Brett was the founder of a licensed marijuana cultivation facility in Colorado. Brett has hands on experience in every area of a cultivation from designing the facility for maximum efficiency and yields, too physically growing and harvesting large scale cannabis cultivations, maintaining compliance, cloning thousands of plants, mixing nutrients, balancing pH levels, growing vegetative plants, growing flowering plants and performing preventative maintenance procedures to ensure the facility never had a pest or mold/mildew problem. Daniel Schiavo, CFO, does not have any direct experience providing services for marijuana for medical purposes. 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: _N_P __ Management and Operations Profile -Page 11 Application _1 _ of_1 _ Applicant Corporation /Just Healthy, Inc. 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. Brett Sprau, Director of Cultivation, has experience running a large scale marijuana grow in Colorado from 2014 until 2016. Brett has worked hands on in the following areas; receiving a license to cultivate marijuana, designing, building and running a state-of-the-art cultivation facility and team. In addition to the office work side of a cultivation, Brett has has years of commercial experience in every stage of marijuanas life; from cloning to harvesting, all while remaining compliant with the States regulations. Additionally, Brett has a proven pest and mold/mildew preventative maintenance plan which is completely organic and within the Commonwealths legal methods. Brett is an advocate of using green-energy and advanced technology to design grow facilities. Brett's years of experience in every area from inventory management, greenhouse design, seed-to-sale tracking, growing, training, trellising, and harvesting, will help JH stand out even more while also ensuring the Commonwealth that JH will always remain in good standing with the DPH and Commonwealth. Prior to Brett's marijuana career, he obtained his BS in Management and Marketing from Penn State University and a JD from Widener University School of Law. Clark Petschek, Director of Security, is principal and general counsel for DDCues. Clark oversees all legal and risk management matters for DDCues. Before founding DDCues, Clark practiced law for over 10 years at WilmerHale and served as senior counsel and director at an investment bank in New York. Clarks security background began when he served 8 years as an officer in the Army Special Forces and Infantry. At this position Clark commanded several Green Beret and Infantry units in a varity of startegic operations. Clark holds an AD in Economics from Harvard College and a JD from Northeastern University School of Law. DDCues is a risk management and security services firm that delivers a full spectrum of intelligence and operational solutions to business, government and international clients. The principals of DDCues are veterans of the US military special operations and intelligence communtities with expertise and extensive experience in risk management and security operations. The leadership team of DDCues includes the former commander of Navy Seal Team Six, the former commander of Army Special Forces Operational Detachment-Delta Force, and the former Director of the Defense Intelligence Agency. DDCues provides the following services to its business clients in a variety of industries; threat and vulnerability assessments, security services, crisis managment, and risk mitigation and management. DDCues has C-suite experience in the bio-tech, financial services, defense contracting, and oil/gas industries. Info1mation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signato1y here: _NP __ Management and Operations Profile-Page 12 Application _1 _ of_1 __ SECTION E. OPERATIONS Applicant Corporation pus! Healthy, Inc. 2 L Provide a summary of the RMD' s operating procedures for the cultivation of marijuana for medical use. JH's marijuana cultivation SOP's are intended to cover the requirements set forth in 105 CMR 725.105(A) to ensure agent, product & public safety; produce consistent, predictable yeilds based on accepted science; and create transparent, compliant & efficient operations. Our extensive SOPs address cultivation topics include, but are not limited to: C02 Systems; Crop/Supply Management; Disease Management; Environmental Controls; Pest Management; Fertilizer/Soil/Media Management; Spray/Feeding Protocols; Nutrient Prep Form; Hygiene/Sanitation; Infected Handler Guidelines; Security/Limited Access Areas; Monitoring/Record Keeping; Inventory Management/ Storage; Procedure Variances; Quality Assurance; and Water Quality. No non-organic pesticides will be used and cultivation will be consistent with DPH guidance on US DOA 7 CFR, Part 205 Organic Requirements. JH's cultivation process will use best practices to prevent contamination, including but not limited to mold, fungus, bacterial diseases, rot, pests, non-organic prsticides, mildew, and other contaminants identified as posing potential harm. The soil used for cultivation will meet the US Agency for Toxic Substnces and Disease Registry's Environmental Media Evaluation Guidelines for residental soil levels. Waste disposed of to minimize odor/pests. Pursuant to 725.105(8)(1 )(c)-(f), all phases of cultivation (strain selection, seed germination, grow mediums and organic nutrient selection, establishment of lighting grow cycle, harvesting, drying, and curing) will take place in designated, locked, limited access areas that are monitored by a surveillance system compliant with 725.110(D)(1 )(d)-(i). All of JH soils/solids will be sampled/analyzed prior to use, when the new soils/solids are received from a different source, and annually. Proper sampling collection steps will be followed including use of disposable gloves, clean sampling area, appropriate tools and containers, no cross contamination and time records kept for each sample. Representative samples will be collected and maintained for DPH review with duplicate samples collected at least annually and 1 for every 20 samples. All logbooks and chain of custody forms will be available for DPH review. JH will create and maintain cultivation and sampling diagrams for review. JH will have a sufficient plumbing system and water supply and JH's water will be derived from a public source and public records of analysis will be maintained and available for DPH review. Best Management Practice, Good Agricultural Practice, and Good Handling Practice will be used. JH has adopted marijuanan cultivation standards from the American Herbal Pharmacopoeia and the American Herbal Products Association and adapted USDA Organic Standards and FDA standards to create a holistic medical marijuana crop management system. JH also has adopted the use of HACCP Principles & Application Guidelines. (National Advisory Committee on Microbiological Criteria for Foods). Information 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: _NP __ Management and Operations Profile -Page 13 Application _1 _ of_1 __ Applicant Corporation !Just Healthy, Inc. 22. Describe the types and forms of Marijuana Infused Products ("MIPs") that the RMD intends to produce, if any. JH will produce high-quality MIP's and comply with regulations. Ml P's will be medicinal in nature, lab tested, and packaged in dosage levels allowing patients to self-titrate. At minimum, product line will include; transdermal/topical salve and patches, creams and lotions, oral musocal/ sublingual dissolving tablets, tinctures, sprays, inhalation ready to use C02 hash oils, pre-dosed vaporizers, ingestion capsules, and food/oil/beverages. MIPs will have a legible, affixed label with letters at least 1 /16" in size and info required by 725.105(E)(3). The MIPs will not resemble commercially available candy and will be packaged in a plain/opaque tamper/child proof containers without depictions except JH logo. Accidental injestion of MIPs to be avoided via proper packaging and labeling. MIPs produces are not considered a food/drug per M.G.L c94, s.1. Ingredients and cannabinoid profiles will be on all labels. Food additives will be approved and properly used. Third party sample results to calculate extract addition qualities for exact dosage and consistent results. 23. Provide a sununary of the RMD's methods of producing MIPs, if the RMD intends to produce MIPs. JHs SOPs for producing MIPs will meet the sanitation requirements of 105 CMR 725.105(C) and 725.105(E) will be strictly adhered to. Ingredients from approved source will be safe, unadulterated and labeled. Agents will wear golves and utilize hand washing facilities in kitchen without pests. Surfaces, utensils, equipment and linens will be properly sanitized, stored, dried and handled to prevent contamination during preparation, storage, and display. Proper cooling methods to prevent microorganism growth; approved thawing methods and accurate thermometors. Prepared on food grade stainless steel tables and packaged in a secure area with security cameras. MIPs will be tested pursuant to 725.105(C)(2) and HACCP compliant. Flowers of femal plants processed in safe/sanitary manner, well cured and free of seeds, stems, dirt, debries and other foreign matter; and free of contamination by mold, rot, fungus and bacterial disease. Extraction/Refining: prepration with lab quality grinder; oil, ethanol and or superctrical C02 extraction; external testing for cannabinoid profile and potency; decarboxylation. Fracturing, separating and purifying active cannabinoids to produce concentrates that are high in sepcific single cannabinoids. 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: _NP __ Management and Operations Profile -Page 14 - 29. Provide a summary of the RMD's operating procedures for quality control and testing of product for potential contaminants. JH SOP'S comply with DPH Regs and pro!ocols for quality con1orl/testing. AH sampling; -de<:ontaminated area -proepr tools & gloves -separate & store in appropriate con1ainer; no cross contamina!ion -use chain of custody form -recrods kept over 1 year Finished MJ; -sample from 5% of finished MJ -collection plan for each product type produced -log collection date/time, agent lDs, product type and procedure, sampling lD's by ba!ch #, ID#, batch impacted -labels-batch/Samp!e ID#, date/~me of colleclion am:! agent ID Grow Media; -source soi! and solids prior to use, when changed, not less than 1xl 6mo. wt duplicates ever 20x -media lots tracked to plants used wi!h and logged per DPH re{JS. -non-PWS; sampled prior to use and quartelry; PWS: records mainlained and avail. Tes11ng; -completed post sampling by DPH approved indpenden1 ISO 17025 lab. Tested for cannabinold profile and contaminants. Excess MJ from lab destroyed by JH. Lab lo provide signed narrative detailing; -Saflllle -analysis -methods -chain of custody docs -info sought -summary and deJail of results including uni!s of measure, date/llme results kept >1yr, how deslrucllon of product, investigation of source of conlamlnatlon & mitigation steps. No JH agent Will have financial interest in lab, no lab employee will get compensa11on from JH. Lab employees to be registered JH agents. Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:-"-' __ Management and Operations Profile-Page 18 Application _1 _ of_1 __ Applicant Corporation jJust Healthy, Inc. 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. In compliance with 105 CMR 725.200, 725.105(H)-(I), patients, caregivers and agents info is confidential and shall not be disclosed without the written consent of the individual to whom the infomration applies, or as required under or court order. DPH may access this information to carry out offical duties. Hard copies of records stored in secure locked area, w/ LAA. Any loss/alteration of records related to MJ/MIPs, patients, caregivers, or agents reported to DPH, law enforecment and protected party. Agents will have documented mandatory confidentiality training. Patient tracking software will be in accordance with HIPAA principles & encrypted. Network servers will be protected by SSL, firewall, biometric locks in a secure area with 24hr surveillance. Soafware will be compliant & compatible with DPHs electronic system. Access to database limited to key agents. Data security strategies include frequent password changes, lengt & character diversity requirements, restrictions of personal flash/thumb drives on computers, marking software for each system and securing when not in use Depending on siting and balanced with security, parking entrance and exit will be discreet. 31. Provide a summary of the RMD's personnel policies. JH is in compliance with 105 CMR 725.105(1)(4) & committed to safety, professional development, compliance, equitable compensation & healthcare benefits. JH to register in the MMJ online system-BOD/Agents/EMTsNolunteers will be RMD agents & remain compliant per 725.030(A)-(C)&(E). Personnel records will be kept for at least 1 yr. following termination. JH to notify DPH no more than 1 business day after termination. To strengthen the local community, recuriting locally is a priortiy. Agents will receive training on confidentiality, internal security policies, emergency procedures and will complete training specific to their job functions. Agents will receive, at minimum, 8 hours of on going training annually. Any agent who diverts MJ or engages in unsafe practices will be dismissed and such activities will be reported to law enforcement & DPH. Agents in contact with MJ or non-edible MIPs, will be subject to the requirement for food handlers specified in 105 CMR 300.000 & shall conform to sanitary & good hygienic practices. JH provides equal opportunities regardless of race, religion, ethnicity, sexual orientation or other factors resulting in discrimination. Policies include; safety, harassment, work hours, job reviews, maintaining alcohol, tabacco, and drug free workplace, compensation, benefits, vacation/holidays/leaves, training/professional development, record keeping, agent registration, compliance, security, standards of conduct, confidentiality. lnfonnation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and co1nplete, as indicated by the initials of the authorized signatory here: _N_P __ Management and Operations Profile-Page 19 !Just Healthy, Inc. 33. Provide a summary of the RMD's operating procedures for record keeping. JH's SOPs ensure records are accurate & compliant with 105 CMR 725.105(G)-(I). Records maintained & avail. upon request include, but not limited to: •Inventory •Sales/Seed-to-Sale Tracking/Cultivation Records-incl. ID of buyer, quantity, form, price & inventory records per DPH Regs ·Personnel Records-incl. staffing planlorg charts{job descriptionsftraining materials; list of non-profit BOD&EMT; records for agents kept for >1 yr. after termination incl. agent registration/de-registration notification, age, crim. history incl. CORI (separate from others); agents' written acknowledgment of limitations on cultivate/harvest/prepare/packageftransportldispense authority; attestation that agent will not divert; DPH ID card; agent application fee; yearly renewal of DPH ID; changes to submitted info; salaries/wages/stipends/compensation/bonuses/benefits to anyone associated with JH •Business Records-assets & liabilities; monetary transactions; account info incl. journals/ledgers/ supporting documents/agreements/checks/invoices/vouchers; 3rd party financial audits ·Training Records ·Patient Ed. Materials •Waste Disposal ·Transportation •ProductT esting •Recalls/Withdrawals/Complaints •Security •Incident Reports-immediately notify PD & DPH w/in 24hrs of discovering loss/unauthorized alteration of records ·SOPs/Changes to SOPs ·DPH correspondence Records kept in secure location per DPH Regs. After closure, records kept min of 2yrs at JH's expense in form/location acceptable to DPH. 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: ~N_P __ Application _1 _ of_1 __ Applicant Corporation jJust Healthy, Inc. 34. Provide a smnmary of the RMD's plans for providing patient education. As per 725.105(K) JH will have an adequate supply of up-to-date educational materials for patients & caregivers. Materials will be available in languages accessable to all patients and caregivers, including for the visually and hearing impaired. In addition to patient consulation and education, JH will hold educational meetings. Educational materials include but are not limited to; -Warnings-FDA has not analyzed or approved marijuana; there is limited information on side effects; potential health risks; marijuana should be kept away from children; driving under the influance of marijuanan is prohibited by M.G.L c. 90, s. 24; machinery should not be operated ·Info to assist in selection, descriptions of the differing effects of strains, as well as the various forms & routes of administration -Patient log-to track the strains used and their associated effects ·Dosage guidelines-proper dosage and titration for each route of administration; emphasis on using the smallest amount possible to achieve the desired effect; impact of potency explained -Info regarding tolerance, dependence and withdrawal -Substance abuse signs & symptoms & referral info for treatment programs -Statement that patients may not distribute marijuana to other individuals & that unused, excess, or contaminated product must be returend to RDM for disposal -Patients rights -Condition-specific booklets -Any other info required by DPH All materials will be made available to DPH upon request. Information 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: _N_P __ Management and Operations Profile-Page 21 Application_'_ of_1 __ Applicant Corporation !Just Healthy, Inc. 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. JH is committed to assisting those with verfied financial hardships (VFH). Patients will be considered to have a VFH if they are a recipient of MassHealth or Supplemental Security Income, or their household income does not exceed 300% of the federal poverty level, adjusted for family size. All patients with a documented VFH as defined by 105 CMR 725.004 will be provided reduced cost or free medical marijuanan. JH will provide patients with a VFH affidavit form to determine whether a patients qualifies for a VFH per 105 CMR 725.004 and 105 CMR 725.1 OO(A)(6) The form will request that patients provide proof of a VFH by submitting a copy of one of the following; -offical MassHealth card issued by Commonwealth -supplemental security income benefit verification letter, or Mstate or federal tax return from current or previous year Based on current projections, JH plans to provide free or low cost medicine through hardship programs for those making 300% or less above current federal poverty levels, adjusted for family size. 37. Provide a summary of the training(s) that the RMD intends to provide to Dispensary Agents. JH has identified areas of training required for all agents to perform job du11es and functions safely and in compliance with all applicable laws and regulallons. Training programs will be tailored to the roles and responsibilities of lhe job function of each dispensary agent. Dispensary agents mus! complete I raining prior to performing job functions. Al a minimum, 8 hours of on-going tralning will be requlred annually. All training records will include a signed statement of the agent indicating the date, llme, and place !hey received training and the 1opics discussed, including the name and 11Ue of presenters Tranining, depending on agent posilion, will inlcude; -New agent orien!allon, overvlew of the Act of Humanitarian Use of Medical Marijuanan and 105 CMR 725.000 -Smoke, alcohol & drug free workplace -Storage -Pa11enl & Caregiver idenHfication -Compliance, regulation arid law -Privacy and confidentiality ·Cultivation and MIPS processing, safety, and security -Dispensary safety, security, and LAAs -Emergency and incident managem1n -lnven!ory management and diversion prevention -Manufactwing safety and security -waste disposal -Community and patient Interaction ·Record keeping and reporting -Product handeling and sanitation -Transportalion ·Advertising restrictkins -Whis!leblowlng -Law enforcement in1eraction -Internal audits -Pa1ien1s w/ disabitt!ies -Testing arid sampling -Dispensing limits -Packaging and labeling JH's SOPs also detail evaluations and reviews 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 autholized signatory here: _N_e __ _ Management and Operations Profile -Page 22 Application _1 _ of_1 __ Applicant Corporation !Just Healthy, Inc. 38. Will the applicant provide worker's compensation coverage to the RMD's Dispensary Agents? Yes0No0 39. Will the applicant obtain professional and commercial insurance coverage? Yes0No0 40. Describe the applicant's plan to obtain liability insurance or place in escrow the required amount to be expended for the coverage ofliabilities. JH will contract with insurance provider to maintain general liability insurance coverage, no less than $1,000,000/occurence and $2,000,000 in aggregate annually, product liability coverage for no less than $1,000,000/occurrence & $2,000,000 in aggregate annually. Deductible no higher than $5,000/occurrence. If adequate coverage is unavailable, JH will place in escrow at least $250,000 to be expended for coverage of liabilities. Any withdrawal from escrow to be replenished within 10 business days. JH will carry auto coverage, as well as property and casualty coverage. Replacement cost will be used to value all property ensuring a full recovery in event of a catastrophe. Business interruption coverage will allow JH to continue paying employeed, venfors, taxes, and fees during reconstruction. It will also provide capital for any emergency inventory purchase from another RMD. JH will also carry personal and advertising injury insurance, as well as employment practice liability coverage for directors and officers. Staff that transports cash or medical marijuana or MIPs will be bonded. RMD will consider additional coverage based on availability and a cost-benefit analysis. JH will keep reports documenting compliance with105(Q). 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: _NP __ Management and Operations Profile -Page 23 Application _1 _ of_1 __ Applicant Corporation JJust Healthy, Inc. 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 or Executive Director and President or Chair of the Board of Directors, or their equivalent. Attach additional tables if needed. Individual Name Amount oflnitial Capital % oflnitial Capital Committed Committed NIA $ l $ I $ I $ I $ I Entity Name Leadership Names Amount of Initial % of Initial Capital Capital Committed Committed William Phelan rurnberry Partners, LP Entity CEO or ED !Wiiiiam Phelan $$500,000 lioo.oo Entitv Pres or Chair I Entity CEO or ED $ I Entity Pres or Chair I Entity CEOor ED $ I Entitv Pres or Chair Info1mation on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _NP __ Management and Operations Profile -Page 24 Application_' _of_1 __ Applicant Corporation ATTESTATIONS pust Healthy, Inc. Signed under the pains and penalties of perjury, I, the authorized signat01y of the applicant, agree and attest that all infmmation included in this application is complete and accurate and that I have an ongoing obligation to submit updated informatio · e information presented within this application has changed. Si jNeil Phelan Print Name of Authorized Signatory !chief ExecutiveOfficer Title of Authorized Signatory I /(;-Nov -l 7- Date Signed The applicant agrees and attests that it will operate in compliance with all applicable state laws and regulations, including, but not limited to laws regarding child support and taxation. INeil Phelan Print Name of Authorized Signat01y icheif Executive Officer Title of Authorized Signat01y J !G-JJov -I 7 Date Signed 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: _NP __ Management and Operations Profile -Page 25 Application_, _ of_1 __ Applicant Corporation pust Healthy, Inc. I, the authorized signatmy for the applicant, hereby attest that if the applicant is allowed to proceed to submit a Siting Profile, the applica · re ared to comply with all Siting Profile requirements. ~~ ll~ -ivov-11 uthorized Signato1y INeil Phelan Print Name of Authorized Signatory lchief Executive Officer Title of Authorized Signatory Date Signed 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: _NP __ Management and Operations Profile -Page 26 CHARLES D. BAKER Governor The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 11th Floor, Boston, MA 02111 MARYLOU SUDOERS Secretary MONICA BHAREL, MD, MPH KARYN E. POLITO Lieutenant Governor Commissioner Tel: 617-660-5370 www.mass.gov/medicalmarijuana Remittance Form Registered Marijuana Dispensary Application Fee Please remit this form with your bank/cashier's check payable to "The Commonwealth of Massachusetts" for proper posting of your payment Date 111/17/2017 I.lust Healthy, Inc. Name of Applicant Corporation MAILING ADDRESS OF APPLICANT CORPORATION Address 156 Colborne Road City I Boston State ll\/1AH . Zip Code I 02135 CONTACT PERSON First Name [Neil Last Namel,.. P_h_e_l_a_n---~-~-~--~~-- Email Address! n~il@justhealthy.org Phone Number I (518) 359-o54z Amount Enclosed $ 130, 000. 00 Bank/Cashier's Check Enclosed l./l Application Fee, Management and Operations Profile MA SOC Filing Number: 201753915210 Date: 9/14/2017 3:07:00 PM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $35.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: ( 617) 727-9640 Identification Number: 001290788 ARTICLE I The exact name of the corporation is: JUST HEALTHY, INC. ARTICLE II The purpose of the corporation is to engage in the following business activities: THE CORPORATION IS ORGANIZED AND AT ALL TIMES SHALL BE OPERATED EXCLUSIVELY FOR CHARITABLE, SCIENTIFIC, CIVIC, RELIGIOUS, LITERARY, OR EDUCATIONAL PURPOSES PURSUANT TO CHAPTER 180 § 4. ARTICLE Ill A corporation may have one or more classes of members. lf 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: MAY BE SET FORTH IN THE BY-LAWS. 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 limiting, 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'/ THE CORPORATION IS ORGANIZED SOLELY FOR THE FURTHERANCE OF ITS NONPROFIT PU RPOSES. THE NET EARNINGS OF THE NONPROFIT SHALL NOT INURE TO THE BENEFIT OF IT S DIRECTORS, OFFICERS, OR OTHER PRIVATE PERSON OR BE DISTRIBUTABLE THERETO; HO WEVER, REASONABLE COMPENSATION MAY BE PAID, AT THE AUTHORITY OF THE CO RPO RATION, FOR SERVICES RENDERED AND PAYMENTS AND DISTRIBUTIONS MAY BE EXECUT ED IN FURTHERANCE OF THE NONPROFIT PURPOSES OF THE CORPORATION. IN ACCORDA NCE WITH THE STATUTES OF THE COMMONWEALTH OF MASSACHUSETTS, THE BOARD OF DIRECTORS SHALL DISPOSE OF ALL THE ASSETS OF THE CORPORATION EXCLUSIVELY FO R THE PURPOSE OF THE CORPORATION, AFTER PAYING OR MAKING PROVISIONS FOR THE PAYMENT OF ALL OF THE LIABILITIES OF THE CORPORATION, IN THE EVENT OF THE DISS OLUTION OF THE CORPORATION, AS THE BOARD OF DIRECTORS SHALL DETERMINE. THE CORPORATION'S OFFICERS AND DIRECTORS SHALL NOT BE PERSONALLY LIABLE TO THE CORPORATION FOR MONETARY DAMAGES FOR A BREACH OF FIDUCIARY DUTY, OR ARISI NG THEREOF AS AN OFFICER OR DIRECTOR NOTWITHSTANDING·ANY PROVISION OF LAW IMPOSING SUCH LIABILITY. HOWEVER, TO THE EXTENT THAT APPLICABLE LAW IMPOSES L !ABILITY, THE FOREGOING SHALL NOT ELIMINATE OR LIMIT THE LIABILITY OF AN OFFICE R OR DIRECTOR (I) FOR A BREACH OF THE OFFICER'S OR DIRECTOR'S DUTY OF LOYALTY T 0 THE CORPORATION OR ITS MEMBERS, (II) FOR ACTS OR OMISSIONS NOT IN GOOD FAITH OR WHICH INVOLVE INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF THE LA W, OR (III) FOR ANY TRANSACTION FROM WHICH THE OFFICER OR DIRECTOR DERIVED AN IMPROPER PERSONAL BENEFIT. TO THE EXTENT LEGALLY PERMISSIBLE, THE CORPORATIO N SHALL INDEMNIFY EACH PERSON WHO MAY SERVE OR WHO HAS SERVED -AT ANY TIM E -AS AN OFFICER OR DIRECTOR OF THE CORPORATION AGAINST ALL EXPENSES AND LIA BILITIES WITHOUT LIMITATION, WHICH SHALL INCLUDE, INTER ALIA, COUNSEL FEES, JUD GMENTS, FINES, EXCISE TAXES, PENAL TIES AND SETTLEMENT PAYMENTS, REASONABLY I NCURRED BY OR IMPOSED UPON SUCH PERSON IN CONNECTION WITH ANY THREATENE D, PENDING OR COMPLETED ACTION, SUIT OR PROCEEDING IN WHICH HE OR SHE MAY BE COME INVOLVED BY REASON OF HIS OR HER SERVICE IN SUCH CAPACITY. HOWEVER, NO INDEMNIFICATION WILL BE PROVIDED FOR ANY SUCH PERSON WITH RESPECT TO ANY M ATTER IN WHICH THE INDIVIDUAL SHALL HA VE BEEN FINALLY ADJUDICATED TO HA VEN OT ACTED IN GOOD FAITH WITH THE REASONABLE BELIEF THAT SUCH ACTION WAS IN TH E BEST INTERESTS OF THE CORPORATION IN ANY PROCEEDING. FURTHER, A MAJORITY V OTB OF A QUORUM OF DIRECTORS WHO ARE NOT AT THAT TIME PARTIES TO THE PROCEE DING SHALL APPROVE ANY COMPROMISE OR SETTLEMENT PAYMENT THERETO. THE INDE MNIFICATION HEREUNDER PROVIDED WILL INURE TO THE BENEFIT OF THE HEIRS, EXECUT ORS, AND ADMINISTRATORS OR OTHER INDIVIDUALS ENTITLED TO INDEMNIFICATION. U I NDER THE AUTHORITY OF THIS ARTICLE, THE RIGHT OF INDEMNIFICATION SHALL BE IN A DDITION TO -NOT EXCLUSIVE OF -ALL OTHER RIGHTS TO WHICH ANY INDIVIDUAL MAY BE ENTITLED. AS BETWEEN THE CORPORATION AND ITS INDEMNIFIED OFFICERS AND DIR ECTORS, THIS ARTICLE CONSTITUTES A CONTRACT. AMENDMENTS TO OR APPEALS OF TH E PROVISIONS OF THIS ARTICLE THAT ADVERSELY AFFECT THE RIGHTS OF AN INDEMNIF! I ED OFFICER OR DIRECTOR SHALL NOT APPLY TO ANY SUCH OFFICER OR DIRECTOR WITH RESPECT TO THOSE ACTS OR OMISSIONS THAT OCCURRED AT ANY TIME PRIOR TO SUCH I AMENDMENT OR REPEAL. I Notes: The preceding four (4) atricles are considered to be permanent and may only be changed by filing appropriate Articles of Amendment. I' I• ARTICLEV The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other I• presiding, financial or recording officers, whose names are set out on the following page, have been duly elected. ARTICLE VI The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the 1: Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the 1: date of filing. I I ARTICLE VII I The information contained in Article VII is not a permanent part of the Articles of Organization. I' ,: a. The street address (post office boxes are not acceptable) of the principal office of the corporation in I Massachusetts is: I No. and Street 56 COLBORNE ROAD City or Town: BOSTON State: MA Zip: 02135 Country: USA a.. Ti... ... ..,., ... ..,,.,,.,. ..... c.irlan+h:r.I c;:frAAt ::.ddress and oost office address of each director and officer of the corporation is as follows: Title PRESIDENT TREASURER CEO CFO CLERK coo DIRECTOR DIRECTOR DIRECTOR Individual Name First, Middle, Last, Suffix WILLIAM PHELAN WILLIAM PHELAN NEIL PHELAN DANIEL SCHIAVO NEIL PHELAN BRETT SPRAU NEIL PHELAN WILLIAM PHELAN ALEXANDER ERIKSEN Address (no PO Box) Address, City or Town, State, Zip Code c. The fiscal year (i.e., tax year) of the business entity shall end on the last day of the month of: December d. The name and business address of the resident agent1 if any, of the business entity is: Name: NEIL PHELAN No. and Street: 56 COLBORNE ROAD Expiration of Term City or Town: BOSTON State: MA Zip: 02135 Counuy: USA I/We, the below signed incorporator(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 certify that to the best of my/our knowledge the above-named officers have not been similarly convicted. If so convicted, explain: IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address {es) beneath each si2nature do hereby associate with the intention of forming this business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 14 Day of September, 2017. (If an existing corporation is acting as incorporator, type in the exact name of the business entity, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said business entity and the title he/she holds or other authority by which such action is taken.) JEREMY SHAW AS ATTORNEY FOR JUST HEALTHY, INC. © 2001 -2017 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201753915210 Date: 9/14/2017 3:07:00 PM THE COMMONWEAL TH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: September 14, 2017 03:07 PM r WILLIAM FRANCIS GALVIN Secretary of the Commonwealth William Francis Galvin Secretary of the Commonwealth :3'h0 ~ !!fi- Jeouay ff' tlw @omnwmu-ea!tlv Jtat& :lloit.4&, !2Jo<£toa, Jffas.<£acAturctt& 02/SS Date: November 16, 2017 To Whom It May Concern : I bereby ce1tify that according to the records of this office, JUST HEALTHY, INC. is a domestic corporation organized on September 14, 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 charter of said corporation; that the State Secretary has not received notice of dissolution of the corporation pursuant to Massachu- setts General Laws, Chapter 180, Section 11, l!A, or llB; that said corporation has filed all annual reports, and paid all fees with respect to such repmts, 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 written. /Y~~~ Secretary of the Cmmnonwealth Ce1tificate Number: 17110314130 Verify this Certificate at: http://corp.sec.state.rna.us/CorpWeb/CertificatesNerify.aspx Processed by: Just Healthy, Inc. Applicant Non-Profit Corporation ~~~~~~~~~~~~~~- SECTION D. EMPLOYMENT AND EDUCATION FORM This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health. Name Clark Petschek Residential Address Title (at applicant non-profit corporation) Director of Security Name of Applicant Non-Profit Corporation Just Healthy, Inc. Highest Education Attained -Institution, Degree, and Year Northeastern University School of Law, JD, 2003 Manage111ent and Operations Profile -Employment and Education Fotm ~ Page I Just Healthy, Inc. Applicant Non-Profit Corporation------------- Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries. Employer Title Time Period DDCuesLLC Principal and General Counsel Feb 2015 -present BMO Capital Markets Senior Counsel and Director Feb 2014-Dec 2014 WilmerHale Counsel Oct 2003 -Feb 2014 Signed under the pains and penalties of perjury, I agree and attest that all information included in this form is complete and accur 1i¢;z- Date Signed Management and Operations Profile -Employment and Education Form -Page 2 Just Healthy, Inc. Applicant Non-Profit Co1poration _____________ _ SECTION D. EMPLOYMENT AND EDUCATION FORM This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's CbiefExecutive 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 Brett Sprau Title (at applicant non-profit corporation) Chief Operating Officer/Director of Cultivation/Member Name of Applicant Non-Profit Corporation I Just Healthy, Inc. Highest Education Attained -Institntiou, Degree, and Year Widener University School of Law, Juris Doctorate, 2014 Manage111ent and Operations Profile -Employment and Education Form -Page 1 Just Healthy, INC. Applicant Non-Profit Corporation _____________ _ Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries. Em plover Title Time Period Colorado Leaf, LLC Founder/Head Grower October 2014-August 2016 Stevens & Lee, PC Summer Associate/Intern June 2012-September 2012 Main Beverage, LLC Manager January 2006-August 2011 Signed under the pains and penalties of perjury, I agree and attest that all information included in this form is complete and accurate.~ / ~ -10/04/2017 Sii,il{atUrefth"'111dividual Date Signed Management and Operations Profile-Employment and Education Form -Page 2 Just Healthy, Inc. Applicant Non-Profit Corporation _____________ _ SECTION D. EMPLOYMENT AND EDUCATION FORM This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health. Name Neil Phelan Residential Address Chief Executive Officer/Director/Clerk Name of Applicant Non-Profit Corporation Just Healthy, Inc. Highest Education Attained -Institution, Degree, and Year La Salle Institute, High School Diploma, 2007 Managen1ent and Operations Profile -E1nploy1nent and Education Forn1 -Page I Just Healthy, INC. Applicant Non-Profit Corporation ~~~~~~~~~~~~~~ Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries. Emnlover Title Time Period C-4 Analytics Digital Consultant November 2016-May 2017 Act-On Software, Inc. Regional Sales Manager January 2015-October 2016 BuyerZone.com Regional Sales Manager September 2013-Dec. 2014 Cay an Account Executive April 2012-August 2013 Lionbridge Technology Marketing Intern May 2011-August 2011 Signed under the pains and penalties of terjury, I agree and attest that all information included in this fonn is complete and ac~urate. . / /z~~/ ,,/ • .r/ ,,/_,:r ----"" /5-Nov·) 1 Signaftlfe ofthe}?dividual · Date Signed Management and Operations Profile -Employment and Education Form -Page 2 Just Healthy, Inc. Applicant Non-Profit Corporation _____________ _ SECTION D. EMPLOYMENT AND EDUCATION FORM This Employment and Education form must be completed and signed by each of the following individuals: The Corporation's Chief Executive Officer, Chief Operations Officer, Chief Financial Officer, individual/entity responsible for marijuana for medical use cultivation operations, and individual/entity responsible for the RMD security plan and security operations. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Profile to the Department of Public Health. Name Daniel Schiavo Residential Address Title (at applicant non-profit corporation) I Chief Financial Officer Name of Applicant Non-Profit Corporation I Just Healthy, Inc. Highest Education Attained -Institution, Degree, and Year Bachelors of Science, Bentley University, 2011 Manage1nent and Operations Profile -Employ1nent and Education Form ~Page 1 Just Healthy, Inc. Applicant Non-Profit Corporation ____________ _ Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment. Add more forms if space is needed for additional employment history entries. Emnloyer Title Time Period Brookline Bank Manager 2011-Present Date Signed Management and Operations Profile -Employment and Education Form -Page 2 EXECUTION VERSION BY-LAWS OF JUST HEALTHY, INC. A MASSACHUSETTS NON-PROFIT CORPORATION ARTICLE I: General Section 1. Name and Purposes. The name of the Corporation is Just Healthy, Inc. The purpose of the Corporation shall be as set forth in the Corporation's Articles of Organization as adopted and filed with the Office of the Secreta1y of State of the Connnonwealth of Massachusetts (as now in effect or as hereafter amended or restated from time to time, the "Articles of Organization"). As permitted by law, the Corporation may engage in any and all activities in furtherance of, related to, or incidental to these purposes, the activities being lawful for a non-profit corporation formed under Chapter 180 of the General Laws of Massachusetts ("Chapter 180 "). 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 non-profit purpose. Section 2. Articles of Organization. These Bylaws (these "Bylaws"), the powers of the Corporation and its Board of Directors, and all matters concerning the conduct and regulation of the business of the Corporation shall be subject to the provisions in regard thereto that may be set forth in the Articles of Organization. In the event of any conflict or inconsistency between the Articles of Organization and these Bylaws, the Articles of Organization shall control. Section 3. Corporate Seal. The Board of Directors may adopt and alter the seal of the Corporation. The seal of the Corporation, if any, shall, subject to alteration by the Board of Directors, bear its name, the word "Massachusetts" and the year of its incorporation. Section 4. Fiscal Year. The fiscal year of the Corporation shall connnence on Jannary 1, and end on December 31 of each year, unless otherwise determined by the Board of Directors. Section 5. Location of Offices of Corporation. The principal office of the Corporation shall be 56 Colbome Road, Boston, MA. The Board of Directors may approve a change of the location of the principal office in the Commonwealth of Massachusetts effective upon the filing of a ce1tificate indicating the new location with the Office of the Secretary of State of the Connnonwealth of Massachusetts. The Corporation may establish and maintain offices in such other locations, within and outside of the Commonwealth of Massachusetts, as the Board of Directors may determine. ARTICLE II: Members Section I. Identity of hlitial Members. The initial members of the Corporation shall be Alexander Eriksen of 17915 Foster Road, Los Gatos, CA 95030, William Phelan of 6 Turnberry Lane, Loudonville, NY 12211, and Brett Sprau of 821 Silver Spur Road, Walsenburg, CO 81005 (hereinafter referred to herein as the "Original Members"). In the event an Original Member dies or becomes incapacitated and, at that time, the legal representative of the estate of the 01iginal Member shall be vested with exclusive authority to appoint a substitute Member, subject to such terms and conditions, including te1ms and conditions with respect to voting rights, as such legal representative may detern1ine to be appropriate at the time of such appointment. Just Healthy, Inc. Corporate Bylaws I EXECUTION VERSION Section 2. Additional and Substitute Members. The Original Members may increase the number of members of the Corporation and may appoint additional members and substitute members on such terms and conditions, including terms and conditions related to voting rights, as the Original Members may from time to time determine ("Additional Members"). Rights confen-ed upon an Additional Member by the Original Members, including voting rights, need not be unifonn for all Additional Members. As used in these Bylaws, the tenn "Member(s)" shall refer only to the Original Members (including their substitute Member described in Section 1 of this Article), unless and until the Original Members act to designate one or more Additional Members as specified in these Bylaws, at which time the term "Member(s)" shall refer to the Original Members and the Additional Members collectively. Section 3. Tenure. Unless a different term is designated at the time an Additional Member is admitted by the Original Members, for so long as a Member continues to comply with the qualifications, rules and regulations applicable to Membership as shall be established from time to time by the Members, each such Member shall continue to be a Member in good standing until such Member dies, resigns, withdraws, dissolves, becomes incapacitated or disqualified. Section 4. Resignation. Any Member may resign by delivering a written resignation to the President or Clerk of the Corporation, to the Board of Directors, or to the principal office of the Corporation. Such resignation shall be effective upon receipt (unless specified to be effective at another time), and acceptance thereof shall not be necessary to make it effective; provided, however, that the non-resigning Members may act to accept such resignation immediately or at any other time sooner than the time specified by such resigning Member in his, her, or its resignation. Section 5. Annual Meeting. The annual meeting of the Members shall be held on such day and at such hour as may be named in the notice of such meeting designated by the Members. In the event that the annual meeting is not held on such date, a special meeting in lieu thereof may be held with all of the force and effect of an annual meeting. Section 6. Special Meetings. Special meetings of the Members may be called by the Members, the President or by a majority of the Directors, and shall be noticed by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer. Section 7. Notice. A written notice of the date, place, and hour of all meetings stating the purposes of the meeting shall be given by the Clerk (or by any other officer) at least seven calendar (7) days before the meeting to the Members. The Members may waive notice either before or after a meeting. Section 8. Action by Written Consent. Any action required or pennitted to be taken at any meeting of the Members may be taken without a meeting and without notice if the Members consent to the action in writing and the written consent is filed with the records of the meetings of the Members. Such consent shall be treated for all purposes as a vote at a meeting. Section 9. Action at Meetings; Proxy Voting Not Peffllitted. Except as otherwise provided by law, the Articles of Organization or these Bylaws, at all meetings of the Members, a unanimous vote of the Members then in office shall constitute a transaction of business, and the unanimous vote of the Members shall be the act of the Members. A Member may adjourn any meeting to Just Healthy, Inc. Corporate Bylaws 2 EXECUTION VERSION another time, date and place. Each Member shall be entitled to one (1) vote on any matter that comes before the Members. There shall be no voting by proxy. Section 10. Presence through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, Members may participate in a meeting by means of a conference telephone or similar communications equipment so that all persons participating in the meeting can hear each other at the same time and pa1ticipation by such means shall constitute presence in person at the meeting. Section 11. Powers of the Members. In addition to and without limiting the powers, rights and privileges the Members shall have that are afforded to "members" of a Corporation organized under Chapter 180, the Articles of Organization, these Bylaws and other applicable law, the actions and powers oftlte Corporation listed below shall be reserved exclusively to the Members: (a) Amend or amend and restate the Articles of Organization, provided that any amendment of the Articles of Organization shall require a two-tltirds vote of the Members; (b) Adopt, amend or repeal these Bylaws; ( c) Appointment, removal or suspension of any Director of tlte Corporation; ( d) Change in the number of members of the Board of Directors of the Corporation; ( e) Approval of any sale or other disposition of all, or substantially all, of the assets or operations of the Co1poration; (f) Approval of any merger or consolidation of the Corporation, provided that any merger or consolidation shall require a two-thirds vote of the Members; (g) Approval of any plan of dissolution of tlte Corporation, or other action related to dissolution or liquidation of the Co1poration; and (h) Appointment, suspension or removal of a Member of the Cmporation; and (i) Authorize the Corporation to enter into any agreement to do any of the foregoing. Section 12. For any action requiring a vote of the Members under tltese Bylaws, in tlte event of a tie vote, the matter shall be resolved by a vote of the Board of Directors. In such case, a majority vote of the disinterested Directors shall function as a vote of the Members under these Bylaws. ARTICLE III: Directors Section 1. Enumeration; Qualifications. The Corporation shall have a Board of Directors that shall serve as the governing body of the Corporation and shall have all the powers and duties of a board of directors under Massachusetts law, subject to Section 11 of Article II and Section 6 of Just Healthy, Inc. Corporate Bylaws 3 EXECUTION VERSION this Article. The Board of Directors shall consist of such number of Directors as shall be determined initially by the incorporator, and thereafter by the Members (but not less than the minimum number required by law). Directors shall possess such qualifications as may be determined by the Members. The initial Board of Directors shall be Alexander Eriksen of 17915 Foster Road, Los Gatos, CA, William Phelan of 6 Turnberry Lane, Loudonville, NY, and Neil Phelan of 56 Colborne Road, Boston, MA. Section 2. Election of Directors; Te1m of Office. Directors shall be elected by the Members at an annual meeting of the Members or at any special meeting held in lieu thereof by the affirmative vote of the Members or by unanimous wiitten consent of the Members. Subject to other provisions of these Bylaws, unless the Members specify a different term at the time of election or appointment, each Director shall, subject to these Bylaws, serve until the next annual meeting of the Members, or special meeting held in lieu thereof, and until his or her successor is duly elected and qualified, or until he or she sooner dies, becomes incapacitated, resigns, is removed or becomes disqualified. Section 3. Vacancies. Any vacancy at any time existing in the Board of Directors (including any newly created seats on the Board) may be filled by the Members at any meeting of the Members or by unanimous written consent of the Members. Unless the Members specify a different term at the time of election or appointment, each successor Director shall hold office for the remainder of his or her predecessor's unexpired term and until his or her successor is duly elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Section 4. Resignation. Any Director may resign by delivering his or her written resignation to the Corporation at its principal office, to any meeting of the Board of Directors, or to the President or Clerk of the Corporation. 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) and acceptance thereof shall not be necessary to make it effective unless it so states; provided, however, that the Board of Directors may act to accept such resignation immediately or at any other time sooner than the time specified by such resigning Director in his or her resignation. Section 5. Removal. A Director may be removed from office, with or without cause, by an affirmative vote of the majority of the Members. A Director may be removed for cause only after reasonable notice and opportunity to be heard prior to action thereon. For the purpose of this Section "Cause" shall mean if any director: (1) fails to qualify as a dispensary agent as determined by the Massachusetts Department of Public Health ("DPH"); (2) is found unsuitable or unqualified to sit as director of a registered marijuana dispensary as determined by DPH pursuant to written notice to the Non-profit; or (3) engages in any negligent, reckless, or intentional action or inaction that causes substantial financial or reputational injury to the Non-profit, or jeopardizes the Non- profit's ability to receive or renew a marijuana dispensary registration, as determined in a written opinion of the Non-profit's legal counsel. Section 6. Powers. The Board of Directors shall manage, control and be responsible for oversight of the affairs and property of the Corporation, and at all times may exercise on behalf of the Corporation all lawful powers, rights and privileges of the Corporation under Chapter 180 and any other applicable law, except those powers reserved to the Members by law, the Articles of Organization or these Bylaws. The Board of Directors, in its discretion, may from time to time Just Healthy, Inc. Corporate Bylaws 4 EXECUTION VERSION establish committees, appoint individuals to serve as members of any such committee, define or limit the powers and duties of any such committee, and thereafter may disband the same. The Board of Directors may delegate its powers, or a portion thereof, to committees that either consist solely of Directors or give voting power only to Directors on any such committee, except that the Board of Directors may not delegate the powers specified in Section 55 of Chapter 156B of the Massachusetts General Laws or other actions under Massachusetts law that require action by the Board of Directors including, without limitation, the Board may not delegate the power to: (a) Change the location of the principal office of the Corporation; (b) Adopt, amend or repeal these Bylaws; (c) Change the number of Directors; ( d) Appoint, elect, suspend or remove Directors or officers; ( e) Amend or amend and restate the Articles of Organization; (f) Authmize any sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation; (g) Authorize any merger or consolidation of the Corporation; or (h) Authorize the dissolution of the Corporation. Subject to these Bylaws and applicable law, the Board of Directors may authorize officers, attorneys or agents of the Corporation to act on its behalf subject to such limitations as the Board of Directors determines. Section 7. Compensation of Directors. Directors as such shall not receive any salaries for their services on the Board of Directors, but Directors shall not be precluded from serving the Corporation in any other capacity and receiving reasonable compensation for any such services. The Corporation may reimburse Directors for reasonable expenses incmred in the performance of their duties to the Corporation as approved by the Board of Directors. A Director, solely because of being a member of the Board of Directors, shall not be precluded from serving the Corporation in any other capacity and receiving reasonable compensation for any such other service. ARTICLE IV: Meetings of the Board of Directors Section I. Place. Meetings of the Board of Directors shall be held at such place within or outside of Massachusetts as may be determined by the Board and identified in the notice of any such meeting. Section 2. Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such hom as may be determined by the Board and identified in the notice of such meeting. Special meetings of the Board may be called by the Members, the President or by a majority of the Directors, and shall be noticed by the President or the Clerk, or in the case of the death, absence, incapacity or refusal of the President or the Clerk, by the Members or any other officer. Section 3. Notice. Unless othe1wise required by law, the Articles of Organization or these Bylaws, notice of each meeting of the Board of Directors shall be given, not later than two (2) business Just Healthy, Inc. Corporate Bylaws 5 EXECUTION VERSION days before the meeting is scheduled to c01mnence, by the President or the Clerk (or the Members or other officer as set forth in Section 1 above) and each such notice shall state the place, date and time of the meeting. Notice of each meeting may be delivered to a Director by hand or given to a Director orally (either by telephone or in person) or mailed, sent by electronic mail or sent by facsimile transmission to a Director at his residence or usual place of business. If mailed, the notice shall be deemed given when deposited in the United States mail, postage prepaid; if sent by electronic mail, the notice shall be deemed given when directed to an electronic mail address at which the Director has consented to receive notice; and if sent by facsimile h·ansmission, the notice shall be deemed given when transmitted with transmission confirmed. Notice of any meeting need not be given to any Director who shall submit, either before or after the time stated therein, a signed waiver of notice or who shall attend the meeting, other than for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Notice of an adjourned meeting, including the place, date and time of the new meeting, shall be given to all Directors not present at the time of the adjournment, and also to the other Directors unless the place, date and time of the new meeting are announced at the meeting at the time at which the adjournment is taken. Section 4. Qu01um; Action at Meetings; Proxy Voting Not Permitted. Except as otherwise provided by law, the Articles of Organization or these Bylaws, at all meetings of the Board of Directors, a majority of the total number of Directors then in office shall constitute a quorum and the vote of a majority of the Directors present and voting at a meeting when a quorum is present shall be the act of the Board. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time, date and place. Each Director shall be entitled to one (1) vote on any matter that comes before the Board of Directors. There shall be no voting by proxy. Section 5. Action by Unanimous Written Consent. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting and without notice if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all pnrposes as a vote at a meeting. Section 6. Presence through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the Board of Directors or any conunittee thereof may participate in a meeting by means of a conference telephone or similar communications equipment so that all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting. ARTICLE V: Officers and Agents Section 1. Enumeration. The officers of the Corporation shall be a President, a Treasurer, a Clerk, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, and such other officers, if any, as the Board of Directors may from time to time determine. The Corporation may also have such agents, if any, as the Board of Directors may appoint from time to time and each shall have such powers as may be designated from time to time by the Board of Directors. Section 2. Term of Office. Subject to other provisions of these Bylaws, unless the Board of Directors indicate a different term at the time of election or appointment, officers of the Just Healthy, Inc. Corporate Bylaws 6 EXECUTION VERSION Corporation shall serve at the pleasure of the Board of Directors, and until their respective successors are elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Section 3. Qualifications. An officer of the Corporation may but need not be a Director of the Corporation. Any two (2) or more offices may be held by the same person. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Directors to give bond for the faithful performance of his or her duties to the Corporation in such amount and with such sureties as the Directors may determine. The premiums for such bonds may be paid by the Corporation. Officers shall meet such other qualifications as the Board of Directors may determine from time to time. Section 4. Vacancies. Any vacancy at any time existing in any office of the Corporation may be filled by the Directors at any meeting of the Board of Directors and such successor shall serve at the at the pleasure of the Board of Directors, and until his or her successor is chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Section 5. Resignation. Any officer or agent may resign by delivering his or her written resignation to the Corporation at its principal office, to any meeting of the Board of Directors, or to the President or Clerk of the Corporation, and 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) and the acceptance thereof shall nol be necessary to make it effective unless it so states; provided, however, that the Board of Directors may act to accept such resignation immediately or at any other time sooner than the time specified by such resigning officer in his or her resignation. Section 6. Removal. The Board of Directors may remove any officer, with or without cause, by the affirmative vote of not less than a majority of the total number of Directors then in office at any regular meeting or special meeting of the Board of Directors. An officer may be removed for cause only after reasonable notice and opportunity to be heard prior to action thereon. Each agent appointed by the Board shall retain his or her authority at the pleasure of the Board of Directors and each agent so appointed may be removed, with or without cause, at any time by the Board of Directors. Section 7. President. The President shall preside over the operations and business of the Board of Directors. Subject to limitations that the Board of Directors may approve generally or in any specific instance, all checks drawn on bank accounts of the Corporation may be signed on its behalf by the President or such other persons as may be authorized from time to time by the Board of Directors. The President shall initially be William Phelan of 6 Tumberry Lane, Loudonville, NY 12211. Section 8. Treasurer. The Treasurer shall have such powers and duties as customarily belong to the office of Treasurer or as may be designated from time to time by the Board of Directors. The Treasurer shall have the power to endorse for deposit or collection all notes, checks, drafts and similar documents that are payable to the Corporation or its order, provided that the Treasurer shall not deposit any funds of the Corporation in any banking institution unless such institution has been designated as a depository by a vote of the majority of the members of the Board of Directors, Just Healthy, Inc. Corporate Bylaws 7 EXECUTION VERSION exclusive of any Director who is an officer or Director of the depository so designated. Subject to limitations that the Board of Directors may approve generally or in any specific instance, all checks drawn on bank accounts of the Corporation may be signed on its behalf by the Treasurer or such other persons as may be authorized from time to time by the Board of Directors. The Treasurer shall initially be William Phelan of 6 Turnberry Lane, Loudonville, NY 12211. Section 9. Clerk. The Clerk shall record all proceedings of the Members and the Board of Directors in a book or books to be kept therefor and shall have custody of the seal of the Corporation. If the Clerk is absent from any meeting of the Board of Directors, a temporary Clerk shall be chosen at the meeting who shall keep a true record of the proceedings thereof. The Clerk shall initially be Neil Phelan of 56 Colborne Road, Boston, MA. Section 10. Chief Executive Officer. The CEO shall have charge of the affairs of the Corporation subject to the supervision of the Board of Directors. The CEO shall also have such other powers and duties as customarily belong to the office of the chief executive or as may be designated from time to time by the Board of Directors. The CEO shall be responsible for the administration of the Corporation in all its activities subject to such policies as may be adopted and such orders as may be issued by the Board of Directors from time to time, or by any committees of the Board to which the authority for such action has been specifically delegated. The Chief Executive Officer ("CEO") shall initially be Neil Phelan of 56 Colborne Road, Boston, MA. Section 11. Chief Operating Officer. The COO shall have such powers and duties as customarily belong to the office of the chief operating officer or as may be designated from time to time by the CEO or the Board of Directors. The Chief Operating Officer ("COO") shall initially be Brett Sprau of 821 Silver Spur Road, Walsenburg, CO. Section 12. Chief Financial Officer. The CFO Shall have such powers and duties as custommily belong to the office of the chief financial officer or as may be designated from time to time by the CEO or the Board of Directors. The Chief Financial Officer ("CFO") shall initially be Daniel Schiavo of 140 Neal Street, Malden, MA. Section 13. Additional Powers and Duties. Each officer shall, subject to these Bylaws and to any applicable provisions of law and the Articles of Organization, have, in addition to the duties specifically set forth in these Bylaws, such duties and powers as are customarily incident to such officer's office and such additional duties and powers as the President or the Directors may from time to time designate. Section 14. Compensation of Agents and Employees. The Corporation may pay compensation in reasonable amounts to its officers, agents and employees for services rendered, such amount to be fixed by the Board of Directors, or, if the Board of Directors delegate power to any officer or officers, then by such officer or officers;provided, however, any such officer or officers authorized by the Board of Directors to fix compensation may not be authorized to fix his or her own compensation. The Directors may require officers, agents or employees to give security for the faithful performance of their duties. Just Healthy, Inc. Corporate Bylaws 8 EXECUTION VERSION ARTICLE VI: Inspection of Records Books, accounts, documents and records of the Corporation shall be open to inspection by any Director for any proper purpose during the usual hours of business. The original, or attested copies, of the Articles of Organization, these Bylaws and records of all meetings and actions of the Members, the Board of Directors and its committees, and records which shall contain the names of all Directors and their record addresses, shall be kept in the Commonwealth of Massachusetts at the principal office of the Corporation, or at an office of the Clerk, attorney of record or the resident agent, if any, of the Co1poration. ARTICLE VII: Execution oflnstruments; Evidence of Authority Section l. Checks, Notes, Drafts and Other Instmments. Unless the Board of Directors shall otherwise generally or in any specific instance authorize: (i) all checks, notes, drafts, and other instmments for the payment of money drawn or endorsed in the name of the Corporation shall be signed by the President or the Treasurer of the Cotporation or such other officers and/or agents as shall be authorized to do so from time to time by the Board of Directors; and (ii) contracts, leases, transfers, conveyances, deeds, notes, bonds and all other written instruments shall be signed in the name and on behalf of the Corporation by the President or the Treasurer of the Corporation or such other officers and/or agents as shall be authorized to do so from time to time by the Board of Directors, and such person or persons so signing such instmment may also seal, acknowledge, and deliver the same. Any instrument purporting to affect an interest in real estate, executed in the name of the Corporation, shall be executed by any two (2) officers of the Corporation, at least one of whom shall be the President or the Treasurer of the Corporation and shall be binding on the Corporation in favor of a purchaser or other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the Articles of Organization, Bylaws, resolutions or votes of the Corporation. Section 2. Evidence of Authority. A cetiificate executed by the Clerk, an assistant clerk or a temporary clerk as to any action taken by the Board of Directors, or any officer or representative of the Corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action. ARTICLE VIII: Conflicts oflnterest; Transactions with Interested Parties Section 1. Whenever a Member, director or officer has a financial or personal interest in any matter coming before the Members or the board of directors, the affected person and transaction shall comply with the Conflicts of Interest Policy set forth in Appendix 1. ARTICLE IX: Personal Liability; Indemnification Section I. Personal Liability. The Members, Directors and officers of the C01poration shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claint, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation. Just Healthy, Inc. Corporate Bylaws 9 EXECUTION VERSION Section 2. Indemnification. The Corporation shall, to the fullest extent legally permissible, indemnify each Indemnified Person (as defined below) against all liabilities and losses, including amounts paid in satisfaction of judgments, in compromise or as fines, penalties, excise taxes, court costs, witness fees, and Costs and Expenses (as defined below) incurred by, or imposed upon, the Indemnified Person in connection with or arising out of the defense or disposition of any Proceeding (as defined below) in which the Indemnified Person is or may become involved or with which the Indemnified Person may be threatened, while in office or thereafter, as a party, witness or otherwise, by reason of his or her being or having been an Indemnified Person. Notwithstanding the foregoing, as to any matter disposed of by a compromise payment by an Indemnified Person, pursuant to a consent decree or otherwise, no indemnification for said payment shall be provided unless such compromise and indemnification therefor 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 of a committee of the Board of Directors consisting of all the disinterested Directors then in office; ( c) By the Members if they are disinterested; ( d) 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 Independent Legal Counsel (as defined below) 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 Indemnified Person appears to have acted in good faith and in the reasonable belief that the Indemnified Person's actions were in the best interests of the Corporation (or, to the extent that such matter relates to service with respect to a Related Entity, in the best interests of the Related Entity (and, if the Related Entity is an employee benefit plan, in the best interests of the participants or beneficiaries of such plan)); and with such care as an ordinarily prudent person in a like position with respect to a similar corporation organized lmder Chapter 180 would use under similar circumstances; or ( e) By a court of competent jurisdiction. Costs and Expenses incurred by an Indemnified Person in connection with the defense or disposition of any Proceeding shall be paid promptly by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such Indemnified Person to repay the amounts so paid by the Corporation if it is ultimately determined that indemnification for such Costs and Expenses is not authorized by law or under this Article. Such undertaking shall be accepted without reference to the financial ability of such Indemnified Person to make repayment. Just Healthy, Inc. Corporate Bylaws 10 EXECUTION VERSION If both the Corporation and the Indemnified Person are parties to a Proceeding (other than a claim, action or suit by or in the light of the Corporation to procure a judgment in its favor), counsel representing the Corporation therein also may represent such Indemnified Person (unless such dual representation would involve such counsel in an actual or potential conflict of interest in violation of applicable principles of professional ethics), and the Corporation shall pay all Costs and Expenses of such counsel incurred duling the period of dual representation. The right of indenmification hereby provided shall not be exclusive. Nothing contained in this Article shall affect any rights to indemnification to which such Indemnified Person or other corporate pers01111el may be entitled by contract, by vote of the Board of Directors or otherwise under law. Section 3. Definitions. As used in this Article, the terms: (a) "Costs and Expenses" means all reasonable costs and expenses incurred by an Indemnified Person in investigating, defending or appealing any Proceeding, including attorneys', accountants', experts' and other professional fees and disbursements; reasonable compensation for time spent by the Indemnified Person on behalf of the Corporation during which he or she is not otherwise compensated by the Corporation or a third party; any premium, security for, and other costs relating to any costs or other appeal bond or its equivalent, whether such Proceeding is of a civil, criminal, arbitrational, administrative or investigative nature, whether formal or informal, including an action by or in the name of the Corporation. Costs and Expenses shall include all reasonable costs and expenses incurred by an Indemnified Person, including attorneys', accountants', experts' and other professional fees and disbursements, in connection with successfully establishing his or her light to indemnification, in whole or in part, hereunder. (b) "Indemnified Person" means each person who: (i) Shall be, or at any time shall have been, a Member, a Director or officer of the Corporation, or (ii) At the request of the Corporation, shall serve, or at any time shall have served, as an incorporator, director, trustee, officer, employee, agent, member, manager or in any other capacity with respect to any Related Entity, or (iii) The Board of Directors by vote shall designate, who shall be, or at any time shall have been, an employee or agent of the Corporation or who shall serve, or at any time shall have served, at the request of the Corporation, in any capacity with respect to any Related Entity. Just Healthy, Inc. Corporate Bylaws II EXECUTION VERSION ( c) "Proceeding" means any threatened, pending or completed claim, action, suit or proceeding or any alternative dispute resolution mechanism (including an action by or in the right of the Corporation or an affiliate of the Corporation) or any formal or informal inquiry, hearing or investigation, whether conducted by the Corporation or an affiliate of the Corporation or any other party, and any other action that an Indemnified Person in good faith believes might lead to the instih1tion of any such action, suit or proceeding, whether civil, criminal, arbitrational, administrative, investigative or other, including any appeal relating to any of the foregoing. ( d) "Related Entity" means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise in which the Corporation is in any way interested in, or as to which an Indemnified Person is serving or shall have served at the Corporation's request or on its behalf, as a director, officer, partner, employee, agent, fiduciary, member, manager or representative including, but not limited to, any employee benefit plan or any corporation of which the Corporation or any Related Entity is, directly or indirectly, a stockholder, member, limited or general partner, beneficiary or creditor. ( e) "Independent Legal Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the previous five (5) years has been retained to represent: (A) the Corporation or the Indemnified Person in any other matter material to either party, or (B) any other party to the threatened, pending or completed proceeding or action giving rise to the claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Legal Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the Indemnified Person in a proceeding or action to determine the Corporation's obligations or such Indemnified Person's rights hereunder. (f) "Person," "director," "officer," "employee," "agent" and Hlndemnified Person" shall include their respective heirs, executors and administrators, and an "interested" director, officer, employee or agent is one against whom in such capacity the Proceedings in question or other Proceedings on the same or similar grom1ds is then pending. Section 4. Enforceability. It is the intention of the Corporation that the obligations of the Co1poration, and the rights and benefits oflndemnified Persons shall vest upon the date of adoption of these Bylaws. It is the further intention of the Corporation to provide for indemnification in all cases under all circumstances where to do so would not violate applicable law (and notwithstanding any limitations permitted, but not required by statute or collllilon law) and the terms and provisions of this Article shall be interpreted and construed consistent with that intention. Nonetheless, if any term or provision of this Article, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this Just Healthy, Inc. Corporate Bylaws 12 EXECUTION VERSION Article, 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 provision of this Article shall be held valid and be enforced to the fullest extent permitted by law. Any amendment, alteration or repeal of this Article or Chapter 180 that adversely affects any right of an Indemnified Person (or his or her respective heirs, executors and administrators), shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to any such amendment, alteration or repeal. Section 5. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against or incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify or advance expenses to him or her against such liability. ARTICLE X: Advisory Boards or Committees The Board of Directors may determine to establish one or more advisory boards or committees to further the goals of the Corporation. Advisory boards or committees may be constituted of persons who are not Directors, but have an interest and willingness to advance the purposes of the Corporation. Any advisory board or committee may be discontinued by the Board of Directors at any time. An advisory board or committee shall be required to make at least annual reports to the Board of Directors. ARTICLE XI: Nondiscrimination Policy Persons of all races, religions, genders, sexual orientations and national origins shall be entitled to all the rights and privileges generally made available by the Corporation through the activities and programs that it conducts, and the Corporation shall not discriminate on the basis of race, religion, gender, sexual orientation, national origin or disability. ARTICLE XII: Amendments These Bylaws may be altered, amended or repealed, in whole or in part, solely by the Members. ARTICLE XIII: Policies The Members may adopt policies that shall be incorporated into these Bylaws. The following policies have been adopted and incorporated herein: Appendix 1: Conflict of Interest Policy Appendix 2: Whistleblower Policy Appendix 3: Document Retention and Destrnction Policy Appendix 4: Compensation Setting Policy Appendix 5: Comprehensive Information Secmity Policy Appendix 6: Antitrnst Policy Just Healthy, Inc. Corporate Bylaws 13 Appendix 1 JUST HEALTHY, INC. CONFLICT OF INTEREST POLICIES AND PROCEDURES I. PURPOSE JUST HEALTHY, INC. (the "Corporation") must be aware of and diligently address and manage all conflicts of interest and appearances of any conflicts of interest in order to protect the best interest of the Corporation when it is contemplating entering a transaction that might benefit the private interest of directors, members, officers or the executive management team. The Board of Directors shall evaluate conflicts of interest to dete1mine whether it is in the best interest of the Corporation to enter into the proposed transaction and, if so, to ensure 1hat the terms of the h·ansaction are fair and reasonable. II. Conflict oflnterest Policy All Directors, officers and other persons in a position of significant authority designated by the Board of Directors or the President of the Non-Profit shall adhere to such policies on conflicts of interest as may be adopted from time to time by the Directors and the Members. III. Transactions with Interested Parties Nothing shall prevent the Non-Profit from entering into any contract or h·ansaction between the Non-Profit and one or more of its Members, Directors or officers, or between the Non- Profit and any other corporation, partnership, association, or other organization in which one or more of the Non-Profit's Members, Directors or officers are directors or officers, or have a financial interest. In addition, no contract or transaction between the Non-Profit and one or more of its Members, Directors or officers, or between the Non-Profit and any other corporation, limited liability company, partnership, association, or other organization in which one or more of the Non-Profit's Members, Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Member, Director or officer is present at or participates in the meeting of the Board of Directors or conunittee thereof which authorizes the contract or transaction or solely because the votes of such Member, Director or officer are com1ted for such purpose, if: (a) the material facts as to his, her or its relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee authorizes the contract or transaction by the affinnative 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 or its relationship or interest and as to the contract or transaction are disclosed or are known to the Member (provided that the Member is disinterested), and the contract or transaction is specifically approved by the vote of the Members; and Just Healthy, Inc. Corporate By-Laws EXECUTION VERSION ( c) the contract or transaction is fair as to the Non-Profit as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the Members. [REMAINDER OF THIS PAGE lNTENT!ONALL Y LEFT BLANK] * * * Just Healthy, Inc. Corporate Bylaws 15 * EXECUTION VERSION Appendix2 msT HEALTHY, INC. WHISTLEBLOWER POLICY I. EXPECTATION Just Healthy, Inc. (the "Corporation") expects directors, officers and employees to observe high ethical standards in carrying out their responsibilities and to comply with all applicable laws and regulations. II. OPEN DOOR POLICY If any director, officer or employee has complaints, concerns, or questions as to the ethics or legality of a particular action taken by another director, officer or employee, he/she is encouraged to raise such complaints, concerns or questions with the relevant individual. With respect to directors, the relevant individual is the president of the board of directors or any other director. With respect to officers and employees, the relevant individual is the Chief Executive Officer, if there is one in office, and if not, any member of the board. In the event the director, officer or employee believes there may have been a legal transgression, and that it is not reasonable to raise the issue with a board member or the Chief Executive Officer, he/she should contact an outside attorney. Anyone filing a complaint concerning a violation or suspected violation of a law, regulation or ethical requirement must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Individuals making baseless or malicious accusations will be disciplined up to and including tennination. III. REQUIREMENT OF INVESTIGATION Within a reasonable time of receiving a complaint, concern or question regarding compliance with a law, regulation or ethics requirement, the Chief Executive Officer and/or board member shall open an investigation into the matter and pursue it to resolution. Should the Chief Executive Officer or board member find that a law, regulation or ethics requirement has been violated, appropriate action should be taken. IV. CONFIDENTIALITY To the degree possible, the names of the individuals reporting m1der this Whistleblower Policy shall be kept confidential. V. PROTECTION FROM RETALIATORY ACTION Neither the Corporation nor its directors, officers, or employees may take any negative employment or other retaliatory action against any director, officer or employee who in good faith reports a violation of a law or regulatory requirement. A director, officer, or employee who retaliates against someone who has reported a violation in good faith is subject to discipline including, but not limited to, tennination of employment. Just Healthy, Inc. Corporate Bylaws 16 EXECUTION VERSION VI. GENERAL POLICY This general policy is not a contract and it may be rescinded or amended at any time by the Corporation. It is not intended to and does not create any legally enforceable rights whatsoever for any employee. Just Healthy, Inc. Corporate Bylaws 17 EXECUTION VERSION Appendix 3 JUST HEALTHY, INC. DOCUMENT RETENTION AND DESTRUCTION POLICY I. RETENTION POLICY Just Healthy, Inc. (the "Corporation") takes seriously its obligations to preserve information relating to litigation, audits, and investigations. The information listed in the retention schedule below is intended as a guideline and may not contain all the records the Corporation may be required to keep in the future, and may include records that the Corporation is not required to keep. From time to time, the Corporation may suspend the destrnction of records due to pending, threatened, or otherwise reasonably foreseeable litigation, audits, government investigations, or similar proceedings. Corporate Records Bylaws and Articles of Organization Board resolutions Board and committee meeting agendas and minutes Conflict-of-interest disclosure forms Finance and Administration Financial statements (audited) Auditor management letters Payroll records Check register and checks Bank deposits and statements Chart of accounts General ledgers and journals (includes bank reconciliations) Investment pe1formance reports Equipment files and maintenance records Contracts and agreements Correspondence -general Just Healthy, Inc. Corporate Bylaws 18 Permanent Permanent Permanent 4 years 7 years 7 years 7 years 7 years 7 years 7 years 7 years 7 years 7 years after disposition 7 years after all obligations end 3 years EXECUTION VERSION Insurance Records Real Estate Tax Human Resources Technology Policies -occurrence type Policies -claims-made type Accident reports Safety (OSHA) reports Claims (after settlement) Group disability records Deeds Leases (expired) Mortgages, security agreements IRS Tax returns and related correspondence IRS Form 1120s State Tax returns Employee personnel files Retirement plan benefits (plan descriptions, plan documents) Employee handbooks Workers comp claims (after settlement) Employee orientation and training materials Employment applications IRS Form I-9 (store separate from personnel file) Withholding tax statements Timecards Software licenses and support agreements Permanent Permanent 7 years 7 years 7 years 7 years after end of benefits Pem1anent 7 years after all obligations end 7 years after all obligations end Permanent 7 years 7 years Permanent Pem1anent Pennanent 7 years 7 years after use ends 3 years Greater of l year after end of service, or three years 7 years 3 years 7 years after all obligations end II. ELECTRONIC DOCUMENTS AND RECORDS Electronic documents will be retained as if they were paper documents. Therefore, any electronic files that full into one of the document types on the above schedule will be maintained Just Healthy, Inc. Corporate Bylaws 19 EXECUTION VERSION for the appropriate amount of time. If a user has sufficient reason to keep an e-mail message, the message should be printed in hard copy and kept in the appropriate file or moved to an "archive" computer file folder. Backup and recovery methods should be tested on a regular basis. III. EMERGENCY PLANNING The Corporation's records should be stored in a safe, secure, and accessible manner. Documents and financial files that are essential to keeping the Corporation operating in an emergency will, if possible, be duplicated or backed up at least weekly and maintained off-site. N. DOCUMENT DESTRUCTION Documents should be eliminated at the end of the relevant retention period. Destruction of financial and personnel-related documents should be accomplished by shredding. Document destruction with respect to relevant documents will be suspended inunediately, upon any indication of an official investigation or when a lawsuit is filed or appears imminent. Destruction will be reinstated upon conclusion of the investigation or lawsuit. V. COMPLIANCE The Corporation's will periodically review these procedures with legal counsel or Corporation's certified public accountant to ensure that they are in compliance with new or revised regulations. Just Healthy, Inc. Corporate Bylaws 20 EXECUTION VERSION Appendix 4 msT HEALTHY, INC. COMPENSATION SETTING POLICY I. INTRODUCTION This policy codifies the procedures by which the board of directors of Just Healthy, Inc. (the "Corporation") sets the compensation of directors, top management officials, officers and key employees ("Executive Compensation"). These procedures are designed to comply with the "safe harbor" requirements set forth in the tax regulations on inte1mediate sanctions to create a rebuttable presumption of reasonableness in compensation levels. II. POLICY The board of directors shall oversee the setting of Executive Compensation and shall (1) determine compensation of all directors, top management officials, officers and key employees, and (2) review, assess and approve the reasonableness of such compensation on a regular basis. In order to be approved as reasonable, compensation must be an amount that would ordinarily be paid for comparable work by similarly situated organizations under like circun1stances. The particular education, experience and skill of the compensated individual may also be taken into account. III. Guidelines Compensation determinations made by the directors will be made in accordance with the following guidelines: t. In setting and determining the reasonableness of Executive Compensation, the board shall obtain and rely upon compensation information for comparable work by similarly situated organizations under like circumstances, as defined in Section II above. ii. Board directors involved in setting and approving Executive Compensation, as well as any third parties providing professional advice to the board of directors in connection with setting and approving Executive Compensation shall be independent and have no conflicts of interest as to the executive whose compensation is being reviewed. Board directors shall have no conflict of interest for these purposes if they (a) will not economically benefit from the compensation arrangement, (b) are not family members of a person who will economically benefit, ( c) have no material financial interest affected by the compensation arrangement, and ( d) are not family members of a person who has a material financial interest affected by the compensation atrnngement. iii. Timely and accurate minutes of all final actions by the board regarding the setting and approval of Executive Compensation will be recorded and held with board records. Such minutes will include (a) the te1ms of the approved compensation arrangement and the date approved, (b) a list of the directors present during discussion, showing those who approved the arrangement, those who rejected it Just Healthy, Inc. Corporate Bylaws 21 EXECUTION VERSION and those who recused themselves due to conflicts of interest, (c) the comparability data relied upon and how such data was obtained, and ( d) the rationale for detennining that the arrangement was reasonable if it exceeded the range of the comparability data. Just Healthy, Inc. Corporate Bylaws 22 EXECUTION VERSION Appendix 5 JUST HEALTHY, INC. COMPREHENSIVE INFORMATION SECURITY POLICY I. OBJECTIVE It is the objective of Just Healthy, Inc. (the "Corporation") in the development and implementation of this comprehensive information security program ("CISP") to create effective administrative, technical and physical safeguards for the protection of personal information, and to comply with obligations under 201 CMR 17. 00. This CISP sets forth our procedure for evaluating our electronic and physical methods of accessing, collecting, storing, using, transmitting, and protecting personal information. For purposes of this CISP, "personal information" means an individual's first name and last name or first initial and last name in combination with any one or more of the following data elements that relate to such resident: (a) Social Security number; (b) driver's license number or state-issued identification card number; or (c) financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would pennit access to an individual's financial account; provided, however, that "personal information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local govenunent records lawfully made available to the general public. The Corporation generally acquires personal information in connection with hiring employees and payroll, and in connection with sales to the public, and all such infonnation is subject to this CISP. II. PURPOSE The purpose of the CISP is to: • Ensure the security and confidentiality of personal information; • Protect against any anticipated threats or hazards to the security or integrity of such information; and • Protect against unauthorized access to or use of such information in a manner that creates a substantial risk of identity theft or fraud. III. DATA SECURITY COORDINATOR The Members shall appoint a Data Security Coordinator. The Data Security Coordinator will be responsible for: • Initial implementation of the CISP; • Regular testing of the CISP's safeguards; • Evaluating the ability of each of the Corporation's third patty service providers to implement and maintain appropriate security measures for the personal information to which the Corporation permits them access, and requiring such third party service providers to implement and maintain appropriate security measures; • Reviewing the scope of the security measures in the CISP at least annually, or whenever there is a material change in the Corporation's business practices that may implicate the security or integrity ofrecords containing personal information; and Just Healthy, Inc. Corporate Bylaws 23 EXECUTION VERSION • Conducting an ammal training session for all directors, officers, employees, volunteers and independent contractors, including temporary and contract employees who have access to personal information on the elements of the CISP. IV. HANDLING PERSONAL INFORMATION A. Paper Records. All paper records containing personal information shall be kept in a locked file cabinet with restricted access. Paper records will be destroyed regularly in accordance with the Corporation's document destrnction policy using an office-grade shredder. Records containing personal information may not be taken out of the office and may be accessed only by personnel with a business necessity. Checks that need to be transported from the dispensary to the bank may be sent by US mail or hand delivered by the responsible employee, and if hand delivered, will not be left unattended at any point in the transition. Checks. When the Corporation receives checks from members of the public, it will make only one hard copy and keep it in a locked file cabinet with restricted access. The checks themselves will also be kept under lock and key until they are deposited. Paper employment records. Paper employment records must be kept under lock and key and accessed only by staff members responsible for employment issues and/or by the Chief Executive Officer. B. Electronically Held Records. The Corporation requires the following security systems with respect to the maintenance of personal information on its computers: Authentication Protocols. The Data Security Coordinator shall secure user authentication protocols including: • Control of user IDs and other identifiers; • A reasonably secure method of assigning and selecting passwords, or use of unique identifier technologies, such as biometrics or token devices; • Control of data security passwords to ensure that such passwords are kept in a location and/or format that does not compromise the security of the data they protect; • Restricting access to active users and active user accounts only; and • Blocking access to user identification after multiple unsuccessful attempts to gain access. Access Protocols. The Data Secmity Coordinator shall implement the following secure access control measures: • Restrict access to records and files containing personal information to those who need such information to perform their job duties; and Just Healthy, Inc. Corporate Bylaws 24 EXECUTION VERSION • Assign unique identifications plus passwords, which are not vendor supplied default passwords, to each person with computer access that is reasonably designed to maintain the integrity of the security of the access controls. Restriction on E-mailing Personal Infonnation. The Corporation will not, as a general rule, send or accept personal information by e-mail. To the extent exceptions must be made, the security measures described in this CISP shall be taken. Encryption. Should any records and files containing personal infonnation be transmitted across public networks or wirelessly, such records or files shall be encrypted. Personal information stored on laptops and other portable devices shall also be encrypted. Monitoring. The Corporation shall take all steps necessary to reasonably monitor its computer network for unauthorized use of or access to personal information. Firewalls. All files containing personal information on a system that is connected to the Internet shall be protected by a reasonably up-to-date firewall protection and operating system security patches designed to maintain the integrity of the personal information. Virus protection. All computers containing personal information shall be protected by reasonably up-to-date versions of system security agent software, including malware protection and reasonably up-to-date patches and virus definitions, or a version of such software that can still be supported with up-to-date patches and virus definitions, and is set to receive the most current security updates on a regular basis. C. Vendors. Pursuant to 105 CMR 725.200, information held by the Non-Profit about dispensary agents, qualifying patients, and personal caregivers is confidential and shall not be disclosed without the written consent of the individual to whom the infonnation applies, or as required under law or pursuant to an order from a court of competent jurisdiction, provided however, the Department may access this information to carry out official duties. Only upon receipt of written consent of the individual to whom the confidential infonnation applies will the Non-Profit share personal and financial infonnation with its vendors. The Non-Profit requires each of their vendors to send written evidence, signed by an authorized person, confirming that they follow a confidentiality plan that fully complies with 105 CMR 725.200 and 201CMR17.00. V. TRAINING The Data Security Coordinator shall ensure that all employees, whether full-time, part-time, seasonal or temporary, and independent contractors, consultants and volunteers who have access to personal information are trained on the data security requirements provided in this CISP. Just Healthy, Inc. Corporate Bylaws 25 EXECUTION VERSION VI. PERSONS SEPARATING FROM THE CORPORATION All employees, whether full-time, part-time, seasonal or temporary, and independent contractors, consultants and volunteers upon termination or resignation shall inm1ediately be denied access to physical and electronic records containing personal information and will be required to retnm or destroy all records and files containing personal information in any form that may at the time of such termination or resignation be in their possession or control, including all such information stored on laptops, portable devices, or other media, or in files, records, notes, or papers. VII. SECURITY BREACH AND NOTIFICATION All employees, whether full-time, part-time, seasonal or temporary, and independent contractors, consultants and volunteers, shall as soon as practicable and without unreasonable delay notify the Data Security Coordinator when such person !mows or has reason to know of a security breach or when the person knows or has reason to !mow that personal information was acquired or used by an unauthorized person or used for an unauthorized purpose. A "security breach" is any unauthorized acquisition or unauthorized use of unencrypted data or, encrypted electronic data and the confidential process or key that is capable of compromising the security, confidentiality, or integrity of personal information that creates a substantial risk of identity theft or fraud. A good faith but unauthorized acquisition of personal information by a person or agency, or employee or agent thereof, for lawful purposes, is not a breach of security unless the personal information is used in an unauthorized manner or subject to further unauthorized disclosure. When the Data Security Coordinator is informed of a security breach, she will (1) notify the individual whose information was compromised, and (2) notify the Massachusetts Attorney General and the Office of Consumer Affairs and Business Regulation. The notice to the individual will be in writing, possibly by electronic mail, and will include the following information: • A general description of the incident; • Identification of the personal information that may be at risk; • A description of the security program; • A phone nUil1ber to call for further information; • Suggestion of extra caution, to review account statements, and to obtain a credit rep01t; and • Phone numbers and addresses of the Federal Trade Commission, state agencies that may be of assistance, and major consumer reporting agencies. The notice will not be provided if law enforcement perso1111el advise against it. The notice to the Office of Consumer Affairs and Business Regulation and to the Attorney General will include the following: • A detailed description of the natnre and circumstances of the breach of security; • The number of people affected as of the time of notification; Just Healthy, Inc. Corporate Bylaws 26 EXECUTION VERSION • The steps already taken relative to the incident; • Any steps intended to be taken relative to the incident subsequent to notification; and • Information regarding whether law enforcement is engaged investigating the incident. Non-Retaliation. The Corporation will not retaliate against anyone who reports a security breach or non-compliance with CISP, or who cooperates in an investigation regarding such breach or non-compliance. Any such retaliation will result in disciplinary action by the responsible parties up to and including suspension or termination. Documentation. The Corporation shall document all responsive actions taken in connection with any incident involving a security breach. VIII. CONFIDENTIALITY Notwithstanding anything to the contrary contained herein, info1mation held by the Non-Profit about registered qualifying patients, personal caregivers, and dispensary agents is confidential and shall not be disclosed without the written consent of the individual to whom the infmmation applies, or as required nnder law or pursuant to an order from a court of competent jurisdiction, provided however, the Department may access this information to carry out official duties. Just Healthy, Inc. Corporate Bylaws 27 EXECUTION VERSION Appendix 6 msT HEALTHY, INC. ANTITRUST POLICY It is the policy of Just Healthy, Inc. the ("Corporation") to comply fully with all federal and state antitrust laws, which prohibit companies from working together to restrict competition. It is also the policy of the Corporation that it and its directors and officers are infom1ed about antitrust laws and recognize possible antitrust issues or questions. It is legal for competitors within the medical use of marijuana industry to work together, unless such work unlawfully restricts competition within the industry. Although the Corporation's activities generally do not present antitmst issues, to ensure against inadvertent violations of federal and state antitrust laws, directors, except to insure that prices are reasonable and affordable for the Corporation's patients, and to prevent diversion for non-medical purposes, directors, officers and employees shall not discuss with competitors the following: increasing, decreasing, or stabilizing prices for medical marijuana or related products and services; and establishing market monopolies for products or services. Fmihermore, directors, officers, and employees shall not engage in any actions in the context of the Corporation's activities which appear to be anti-competitive in purpose or inconsistent with this policy. Any questions regarding antitrust issues and the Corporation's activities shall be directed to the President, if any, and refen-ed to counsel if deemed necessary. Pursuant to 105 CMR 725.IOO(A)(2), no executive, member, director or any entity owned or controlled by such executive, member or director may directly or indirectly control more than three (3) registered marijuana dispensaries in the Commonwealth of Massachusetts. ) Inc. Corporate Bylaws 28 I EXECUTION VERSION I, William Phelan, President of the Board Directors, attest that these Bylaws with the incorporated Appendices were adopted by Just Healthy, Inc. on q -I 'j -, 2017, by laZ~bers. "' William Phelan President of the Board of Directors Just Healthy, Inc. Just Healthy, Inc. Signature Page of Corporate Bylaws & Appendices 29