sp, app 1 (2016-3-22) – alternative compassion services

March 22, 2016

To:

The Department of Public Health

Medical Marijuana Program

To whom it may concern,

Per your letter dated March 21, 2016 Inviting Alternative Compassion Services, Inc to submit a

Siting profile, attached please find our completed Siting Profile.

Thank you and please contact me with any questions.

RECEIVED MAR 2 2 2016

MA=PublicHeaftl:'I 99 8lreet 9oetoo.M .02111

March 22, 2016

To:

The Department of Public Health

Medical Marijuana Program

From:

Alternative Compassion Services, Inc

To whom it may concern,

As requested in your letter dated February 2, 2016, please find the following updated

Information to question C.14:

C.14 -As requested, I am providing a signed promissory note (loan agreement) and an

independent legal opinion.

Thank you and please contact me with any questions.

RECEIVED MAR 2 2 2015

MAm;PabficHealth 99 ~ Boelon. .02111

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

REVIEW

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, 11th Floor

Boston, MA 02111

Applications are reviewed in the order they are received. After a completed application packet is received by the Department, the Department will review the information and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they have met the standards necessary to receive a Provisional Certificate of Registration.

PROVISIONAL CERTIFICATE OF REGISTRATION

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

REGULATIONS

For complete information regarding registration of an RMD, please refer to I 05 CMR 725.100.

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

PUBLIC RECORDS

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

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

Siting Profile - Page 2

QUESTIONS

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

CHECKLIST

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

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

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

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



I. Alternative Compassion Services, Inc

Legal name of Corporation

SECTION A: APPLICANT INFORMATION

' • - t t I t • t hief Executive Officer

treet. C ityffown, Zip Code)

1 t f contact (name of person Department of Public Health should contact regarding this application)

f contact's telephone number

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

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


SECTION B: PROPOSED LOCATION(S)

Provide the physical address of the proposed dispensary site and the physical address of the addilonal location, if any, where marijuana for medical use will be cullivated or processed.

Attach s11pporti11g doc11ments as evidence of interest in the property, by location. Interest may be demonstrated by (a) a clear legal title to the proposed site; (b) an option to purchase the proposed site; (c) a lease; (d) a legally enforceable agreement to give such title under (a) or (b), or such lease under (c), in the event that Department determines that the applicant qualifies for registration as a RMD; or (e) evidence of binding permission to use the premises.

Location Full Address County

693 Elm St Plymouth 1 Dispensing Bridgewater, MA 02324

693 Elm St Plymouth 2 Cultivation Bridgewater, MA 02324

693 Elm St Plymouth 3 Processing Bridgewater, MA 02324

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

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

Siting Profile Page S

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rtOWN OF BRIDGEWATE.R

Michael M. Dutton Town Manager

OFFICE OF THE TOWN MANAGER

0 . . . .

508.697.0919 508.697.1468 (Faxt mdutton@;bridgewaterma.org

Memorial Building, 25 South Street Bridgewater, MA 02324

Department of Public Health Commissioner Monica Bharel, MD, MPH 250 Washington Street Boston, Massachusetts 02108

Commissioner Bharel:

August 12, 2015

I, Michael Dutton, do hereby provide a letter of non-opposition to Alternative Compassion Services, Inc. to operate a Registered Marijuana Dispensary ("RMD") in the Town of Bridgewater.

I have verified with the appropriate local officials that the proposed RMO facility is located in the Town's zoning district (IE); that allows such use by special permit.

/ ji~e -l Town Manager

SECTION C: LETTER OF SUPPORT OR NON-OPPOSITION

Attach a letter of support or 11011-opposition, using one of the templates below (Option A or B), signed by the local municipality in which the applicant intends to locate a dispensary. The applical1/ may choose lo use either template, in co11su/1atio11 with the host community. If the applicant is proposing a dispensary location and a separate cultivatio11/processi11g location, the applicant must submit a letter of support or non-opposition from bot/1 municipalities. This letter may be signed by (a) the Chief Executive Officer/Chief Administrative Officer, as appropriate, fo,. the desired municipality; or (b) the City Council, Board of Alderman, or Board of Selectmen for the desired municipality. The letter of support or no11-opposition must contain the la11g11age as provided below. The letter must be pri11ted on the municipality's official letterhead.

Template Option A: Use this language if signatory is a Chief Executive Officer/Chief Administrative Officer /,[Name of person], do hereby provide [suppor1!11on-oppositio11] to [name of non-profit organizatio11] to operate a Registered Marijuana Dispensary ("RMD") in [name of city or tow11]. I have verified with the appropriate local officials that the proposed RMD facility is located in a zo11i11g district that allows such use by right or pursuant to local permi1ti11g.

Name and Title oflndividual

Signature

Date

Template Option B: Use this language if signatory is acting on behalf of a City Council, Board of Alderman, or Board of Selectman The [name of cormcillboardj, does hereby provide [supportlno11-oppositiot1) to (name of non-profit organization) to operate a Registered Marijuana Dispensary in [name of city or town]. I have been authorized to provide this letter on behalfofthe [name of counciflboardj by a vote taken at a duly noticed meeting held on [date].

The [name of co1mcillboardj has verified with the appropriate local officials that tire proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permilling.

Name and Title oflndividual (or person authorized to act on behalfofcouncil or board) (add more lines/or 11ames if needed)

Signature (add more lines for sig11at11res if needed)

Date

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


SECTION D: LOCAL COMPLIANCE

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

Alternative Compassion Services, Inc. (ACS) met with the Bridgewater Town Planner and obtained zoning ordinance D-2013-014, amending Bridgewater's Zoning By-Laws to include siting of a Medical Marijuana Treatment Center (MMTC)/Registered Marijuana Dispensary (RMD). The RMD will be located and allowed by special pennit in the Industrial E District of the town. ACS confinned the proposed location at 693 Elm Street falls within the district, meeting the criteria of the ordinance. To be granted a special pennit by the town, ACS will comply with all requirements of MA 105 CMR 725.000 and meet the standards and criteria of Section 21 Town of Bridgewater By-Laws effective 12120/2013. ACS's CEO is responsible for maintaining ongoing contact with town officials to ensure compliance with all local codes, ordinances and by-laws.

Information on thfs page has been reviewed by the applicant, and where provided b is accurate and complete, as indicated by the initials of the authorized signatory her

I •. e e . I


SECTION E: THREE-YEAR BUSINESS PLAN BUDGET PROJECTIONS

Provide the three-year business plan for the RMD. including revenues and expenses.

Projected Start Date for the First Full Fiscal Year: 01/01/2017

FIRST FULL FISCAL SECOND FULL FISCAL THIRD FULL FISCAL YEAR PROJECTIONS YEAR PROJECTIONS YEAR PROJECTIONS

20 17 20 18 20 19

Projected Revenue $ 3,974,400.00 $4,769,280.00 $ 5,246,208.00

Projected Exoenses $3,258,749.47 $ 3,619,646.50 $ 3,945,823.16

VARIANCE: $ 715,650.53 $ 1,149,633.50 $ 1,300,384.84

Number of unique patients for the year 1600 1920 2112

Number of patient visits for the year 39744 47,693 52,462

Projected % of oatient ~rowth rate annually -- 20% 10%

Estimated purchased ounces per visit 0.25 0.25 0.25

Estimated cost oer ounce 350 300 300

Total FTEs in staffing 25 33 36

Total marijuana for medical use inventory 900 1080 1260

for the year (in lbs.) Total marijuana for medical use sold for the

848 1018 1192 year (in lbs) Total marijuana for medical use left for roll

52 62 68 over (in lbs.)

Projected date the RMD plans to open: _121_ 26_12_0_1_6 ________________ _

Information on this page has been reviewed by the applicant, and where provided b , ~i..n ~--11 t, is accurate and complete, as indicated by the initials of the authorized signatory her


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

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

•

•

I certify, that the Applicant is in compliance and shall maintain compliance with all applicable federal and state laws protecting the rights of persons with disabilities, including but not limited to the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12131-12134; Article CXJV of the Massachusetts Constitution; and; Chapter 93, § 103; Chapter 15 IB; and Chapter 272, §§ 98 and 98A of the Massachusetts General Laws.

I understand that federal and state laws prohibit discrimination in public accommodations and employment based solely on disability. I recognize that to make goods, services, facilities, privileges, advantages, or accommodations readily accessible lo and usable by persons with disabilities, the Applicant, under the ADA, must: • remove architectural and communication barriers in existing facilities, when readily achievable and, if not readily achievable, must use alternative methods; • purchase accessible equipment or modify equipment; • modify policies and practices; and • furnish appropriate auxiliary aids and services where necessary to ensure effective communication.

• I understand that reasonable accommodation is required in both program services and employment, except where to do so would cause an undue hardship or burden. I also understand that the Massachusetts Constitution Article CXIV provides that no otherwise qualified individual shall, solely by reason of disability, be excluded from the participation in, denied the benefits of, or be subject to discrimination under any program or activity within the Commonwealth.

• I agree that the Applicant shall cooperate in any compliance review and shall provide reasonable access to the premises of all places of business and employment and to records, files, information, and employees therein for reviewing compliance with the ADA, the Massachusetts Constitution, other applicable state and federal laws, including I 05 CMR 725.000, et seq.

• I agree that any violation of the specific provisions and terms of this Assurance or of the ADA, and/or of any Plan of Correction shall be deemed a breach of a material condition of any Certificate of Registration issued to the Applicant for operation of a Registered Marijuana Dispensary. Such a breach shall be grounds for suspension or revocation, in whole or in part, of a Certificate of Registration issued by the Department.

• I agree that, if selected, I will submit a detailed floor plan of the premises of the proposed dispensary in compliance with 105 CMR 725.lOO(m) in compliance with the Architectural Review required pursuant to 105 CMR 725.100(8)(5)(f).

Signed under the pains and penalties of perjury, I, the authorized signatory for the applicant non-profit corporation, understand the obligations of the Applicant under the Certification of Assurance of Compliance: ADA and Non-Discrimination based on Disability, and agree and attest that the Applicant will comply with those obligations as stated in the Certification.

03/22/2016

Date Signed

. ~ . . g ry

CEO

Title of Authorized Signatory

Information on this page has been reviewed by the applicant, and where provide · · is accurate and complete, as indicated by the initials of the authorized signatory


ATTESTATIONS

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

. ., • - I • I I ed Signatory

CEO


03/22/2016

Date Signed

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

CEO



03/22/2016

Date Signed


I, the authorized signatory for the applicant non-profit corporation, hereby attest that if the corporation is approved for a provisional certificate of registration, the corporation is prepared to pay a non-refundable registration fee of $50,000, as specified in I 05 CMR 725.000, after being notified that the RMD has been approved for a provisional certificate of registration.

Print Name of Authorized Signatory

CEO


03/22/2016

Date Signed

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


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PURCHASE AND SALE AGREEMENT

1. PARTIES

MMC Realty LLC of 693 Elm Street, Bridgewater, MA 02324 hereinafter called the SELLER. agrees to SELL and Alternative Compassion Services Incorporated of 120 Gilson Road, Scituate, MA 02066 hereinafter called the BUYER, agrees to BUY, upon the tenns hereinafter set forth

2. DESCRIPTION

The following desciibed premises: the land with the buildings thereon located at 693 Elm Street, Bridgewater, MA 02324. Plymouth County, Massachusetts, consisting of approx. 18,400 +/-SF gross building area on approx. 7.67 +/-acre parcel ofland. For title reference see deed to the Seller recorded in Plymouth County Registry of Deeds in Book 39833. Page 296.

3. BUILDINGS, STRUCTURES, IMPROVEMENTS. FIXTURES

Included in the sale as a part of said premises are the Buildings, structures, and improvements now thereon, and the fixtures belonging to the SELLER and used in connection therewith.

4. TITLE DEED

Said premises are to be conveyed by a good and sufficient Quitclaim deed rwming to the BUYER, or to the nominee designated by the BUYER by written notice to the SELLER at least seven days before the deed is to be delivered as herein provided, and said deed shall convey a good and clear record and marketable title thereto, free from encumbrances. except

a. Provisions of existing Building and zoning laws, providing the same do not interfere with the proposed use of the premises as a Medical Marijuana Dispensary and cultivation facility; b. Such taxes for the then current year as are not due and payable on the date of the delivery of such deed; c. Any liens for municipal bettennents assessed after the date of this Agreement. d. Easements, restrictions, agreements, and other matters of record, if any. insofar as now in force and applicable, providing the same do not interfere with the proposed use of the premises as a Medical Marijuana Dispensary and cultivation facility.

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5. PURCHASE PRICE

The agreed purchase price for said premises is $1,050,000.00, of which

$ 5,000.00

$ 20,000.00

$1,025,000.00

$1,050,000.00

have been paid previously

have been paid as a deposit this day and

are to be paid at the time of recording of the deed in accordance with standard conveyancing practice in cash, certified check or bank treasurers check, wire transfer or attorney's IOLTA check

TOTAL

6. TIME FOR PERFORMANCE DELIVERY OF DEED

Such deed is to be delivered at 11 o'clock A.M. on the 151h day of January, 2016, at the Plymouth

Registry of Deeds, unless otherwise agreed upon in writing, subject to the possible extensions as provided herein. It is agreed that time is of the essence of this agreement. Notwithstanding any of the foregoing provisions to the contrary, the BUYER may, upon not less than three (3) days prior written notice delivered or mailed postage prepaid to the seller and the seller's attorney at their respective addresses set forth herein, change the place for the closing to the office of the BUYER'S attorney or the attorney for the BUYER'S lender provided such office is located within thirty (30) miles of the Registry of Deeds or the registry district in which deeds to the premises are required to be recorded.

7. POSSESSION AND CONDITION OF PREMlSES

Full possession of said premises free of all tenants and occupants, is to be delivered at the time of the delivery of the deed, said premises to be then (a) in the same condition as they now are, reasonable use and wear thereof excepted, and (b) not in violation of said building and zoning laws, and (c) in compliance with the provisions of any instrument referred to in clause 4 hereof.

8. EXTENSION TO PERFECT TITLE OR MAKE PREMISES CONFORM

If the SELLER shall be unable to give title or to make conveyance. or to deliver possession of the premises, all as herein stipulated, or if at the time of the delivery of the deed the premises do not conform with the provisions hereof, the SELLER shall use reasonable efforts to remove any defects in title, or to deliver possession as provided herein, or to make the said premises conform to the provisions hereof. as the case may be, and the time for performance hereof shall be

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extended for a period of thirty (30) days. However, under no circumstances shall the SELLER be required to expend more than $2,000.00 (in addition to the costs of removing any liens incurred during the course of SELLER's ownership) to remove any defects in title or to make the said premises conform to the provisions hereof.

9. FAIL URE TO PERFECT TITLE OR MAKE PREMISES CONFO~ ETC

If at the expiration of the extended time the SELLER shall have failed so to remove any defects in title, deliver possession, or make the premises conform, as the case may be, all as herein agreed, then, at the BUYER's option, any payments made under this agreement shall be forthwith refunded and all other obligations of all parties hereto shall cease and this agreement shaU be void without recourse to the parties hereto.

10. BUYER'S ELECTION TO ACCEPT TITLE

The BUYER shall have the election, at either the original or any extended time for performance, to accept such title as the SELLER can deliver to said premises in their then condition and to pay therefor the purchase price without deduction, in which case the SELLER shall convey such title, except that in the event of such conveyance in accord with the provisions of this clause, if the said premises shall have been damaged by fire or casualty insured against, then the SELLER shall, unless the SELLER has previously restored the premises to their former condition either pay over or assign without recourse to the BUYER, on delivery of the deed, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by the SELLER for any partial restoration or if a holder of a mortgage on said premises shall not permit the insurance proceeds or a part thereof to be used to restore the said premises to their former condition or to be so paid over or assigned, give to the BUYER a credit against the purchase price, on delivery of the deed, equal to said amounts so recovered or recoverable and retained by the holder of the said mortgage less any amounts reasonably expended by the SELLER for any partial restoration.

11. ACCEPTANCE OF DEED

The acceptance of a deed by the BUYER or its nominee as the case may be, shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the temts hereof, to be performed after the delivery of the deed.

12. USE OF MONEY TO CLEAR TITLE

To enable the SELLER to make conveyance as herein provided, the SELLER may, at the time of delivery of the deed, use the purchase money or any portion thereof to clear the title of any or all encumbrances or interests, provided that all instruments so procured are recorded simultaneously

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with the delivery of the deed, or as to mortgages to recognized financial lending institutions, within a reasonable amount of time thereafter in accordance with customary conveyancing practice.

13. INSURANCE

Until the delivery of the deed, the SELLER shall maintain the present insurance on said premises. All risks (fire, flood, or other damage), shall remain with the Seller until the cJosing.

14. ADJUSTMENTS

Taxes for the then current year, shall be apportioned as of the day of performance of this agreement and the net amount thereof shall be added to or deducted from, as the case may be, the purchase price payable by the BUYER at the time of delivery of the deed.

15. ADJUSTMENT OF UN ASSESSED AND ABATED TAXES

If the amount of said taxes is not known at the time of the delivery of the deed, they shall be apportioned on the basis of the taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained; and, if the taxes which are to be apportioned shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless herein otherwise agreed.

16. DEPOSIT

All deposit~ made hereunder shall be held by Robert 1 Mather, Esq. as Escrow Agent, subject to the terms of this agreement and shall be duly accounted for at the time for performance of this agreement. The escrow agent holding the deposit pursuant to the provisions hereof will not be liable for any action or nonaction taken in good faith in the performance of such agent's duties hereunder, but shall be liable only for such agent's own willful default or misconduct. In the event of any dispute relating to the right of possession or disposition of the deposit, the escrow agent shall retain dominion and control over the same until such dispute shall have been settled by mutual written agreement of BUYER and SELLER with instructions to the escrow agent, whereupon the deposit will be paid over in accordance with such mutual agreement; or if such dispute is taken to a court of competent Jurisdiction, the deposit will be paid over unto the custody of such court or otherwise paid over in accordance with the final order, decree or judgment of such court.

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17. BUYER'S DEFAULT DAMAGES

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If the BUYER shall fail to fulfill the BUYER's agreements herein, all deposits made hereunder by the BUYER shall be retained by the SELLER as liquidated damages, and this shall be SELLER'S sole legal and equitable remedy. The parties acknowledge that SELLER has no adequate remedy in the event ofBUYER's default hereunder because it is impossible to compute exactly the damages which would accrue to the SELLER in such event. The parties have therefore taken these facts into account in setting the amount of the deposit hereunder and hereby agree that: (i) the deposit is the best pre-estimate of such damages which would accrue to SELLER in the event ofBUYER's default thereunder: (ii) said deposit represents damages and not any penalty against BUYER and (iii) if BUYER shall fail to fulfill BUYER's obligations hereunder. said deposit shall be due the SELLER from the BUYER as its full damages in lieu of other rights and remedies which SELLER may have against BUYER at law or in equity.

18. WARRANTIES AND REPRESENTATIONS

The BUYER acknowledges that the BUYER has not been influenced to enter into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this agreement or previously made in writing, except for the following additional warranties and representations, if any, made by the SELLER:

NONE

19. TITLE INSURANCE AFFIDAVIT

At closing, SELLER shall execute and deliver to BUYER and to BUYER'S title insurance company an affidavit in the standard form of said company with respect to:

a) There is not any mechanic's or materialmen's liens with regard to the premises; b) There being no parties in possession of or entitled to possession of the premises;

20. TITLE

Without limitation, said premises shall not be considered to be in compliance with the provisions of this Agreement with respect to title unless title to said premises is insurable, for the benefit of the BUYER, by a nationally recognized title insurance company, in a fee owner's policy of title insurance at normal premium rates, in the American Land Title Association fonn currently in use, subject only to those printed exceptions to title nonnally included in the "jacket" to such fonn or policy.

Any matter or practice arising under or relating to this Agreement which is the subject of a title standard or a practice standard of the Massachusetts Real Estate Bar Association at the time for

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the delivery of the deed shall be governed by said title standard or practice standard to the extent applicable.

21. NOTICES

Any notices contemplated by this Agreement shall be sent by hand delivery, certified, or registered mail, return receipt requested, postage prepaid, to the parties and their respective counsel, representative, or agents at the following addresses:

and:

TO SELLER: MMC Realty LLC 693 Elm Street Bridgewater, MA 02324

and: Robert J Mather, Esq. 1 Lakeville Business Park Lakeville, MA 02347 Telephone: 508-946-0066 Facsimile: 508-946-4474 Email: [email protected]

TO BUYER: Alternative Com assion Services, Inc.

Susan S. Craighead Craighead Law LLC Tel: 508-281-6101. Fax: 508-281-6686 56 Central Street Southborough MA 01745 Email: [email protected]

22. TITLE PROVISIONS

It is understood and agreed by the parties that the premises shall not be in conformity with the title provisions of this agreement unless:

a. All buildings, structures and improvements, including but not limited to any driveways, garages and cesspools, and all means of access to the premises, shall be located completely within the boundary lines of said premises and shall not encroach upon or under the property of any other person or entities;

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b. No building, structure or improvement of any kind belonging to any other person or entity shall encroach upon or under said premises.

c. Said premises have lawful access from the premises to a public way • duly laid out or accepted as such by the city or town in which the premises are located.

d. All utilities, including water and sewer, gas, electdcity and telephone are in place adjacent to or accessible to the premises, such that the building maybe connected.

23. PUBLIC AUTHORITY

SELLER hereby represents and covenants that no notice or communication has been received by SELLER from any public authority that there exists with respect to the premises any condition which violated any municipal, state or federal law, rule or regulation which has not heretofore been rectified. The foregoing sentence shall survive the delivery of the deed.

24. BROKER

A broker's fee for professional services is due from the SELLER to Quinn Associates, Inc. but only if, as, and when title passes, and full consideration is received by SELLER.

The Broker named herein warrants that they are duly licensed as such by the Commonwealth of Massachusetts.

BUYERS and SELLERS mutually warrant and represent to each other that neither has dealt with a real estate broker or salesperson in connection with this transaction other than as identified in this Agreement, and that neither was directed to the other by any such agent or broker other than as identified herein, and each agrees to indemnify and hold the other harmless against all costs, damages, expenses or liability, including attorneys fees, incurred by the other arising out of or resulting from breach of this warranty or failure of this representation. The provisions of this paragraph shall survive delivery of the deed.

25. EFFECTIVE DATE

The effective date of execution of this Agreement shall be considered to the later date of signature by the BUYER or SELLER.

26. CONSTRUCTION OF AGREEMENT

This instrument, executed in multiple copies is to be construed as a Massachusetts contract, is to take effect as a sealed instrument, sets forth the entire contract between the parties, is binding upon and inures to the benefit of the parties hereto and their respective heirs, devisee, executors, administrators, successors and assigns, and may be cancelled. modified or amended only by a

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IJPp/rc!thorl 1 {I written instrument executed by both the SELLER and the BUYER. If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this agreement or to be used in detennining the intent of the parties to it.

ADDITIONAL PROVISIONS

1. Buyer,s performance under this agreement shall be conditioned upon Buyer obtaining all federal, state or local approvals required to conduct the business of a Medical Marijuana Dispensary and cultivation facility. If Buyer, after using reasonably diligent efforts, is Wlable to obtain these approvals on or before January 15, 2016, the time for performance recited herein, the Buyer shall have the option to either:

a. terminate this agreement, whereupon all deposits made hereunder shall be refunded to the Buyer. Upon the giving of such notice and the refunding of the deposit, all obligations of the parties hereunder shall cease and this agreement shall be void and without recourse to the parties hereto; or

b. elect to extend the time for perfonnance for successive thirty (30) day time periods upon the payment of an additional deposit of $5,000 for each such thirty (30) day extension, for a maximum of three thirty (30) day extensions. Upon the giving of notice by Buyer to Seller of its intention to extend the time for performance, all deposits made hereunder, including the original $25,000.00 deposit and any additional $5,000.00 deposits made upon any extension shall then become nonrefundable for any reason other than the default of the Seller; provided, however, that in the event that the closing is conswnmated, all such deposits paid to the Seller shall be credited to the purchase price at closing.

2. Notwithstanding Provision 6 above regarding the closing date hereunder, the Buyer agrees to close on the first business day that is 60 days after it has obtained all licenses, permits and approvals necessary to conduct the business of a Medical Marijuana Dispensary, and all appeals periods have expired without appeal having been taken, as set forth above, should that date occur before January 15, 2016.

3. The Seller represents and warrants that to the best of Seller's knowledge, there are no hazardous materials (as defined by Massachusetts General Laws Chapter 21 E) existing or present at the premises or in the groundwater. The foregoing sentence shall survive the delivery of the deed. The Buyer may have an environmental assessment made at the premises for the pwpose of detecting the presence of hazardous materials. !fit is the opinion of the person or entity engaged to conduct such environmental assessment that oil or haz.ardous materials as defined in the Massachusetts Hazardous Waste Management Act M.G.L. c. 21C or the Massachusetts Super Fund Law, M.G.L. c. 21E do exist at the premises or in the groundwater, then the Buyer, at its sole option, shall have the right to terminate this agreement by notifying Seller in writing prior to, whereupon any payments made under this Agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this Agreement shall be void without recourse to the parties

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hereto. Seller shall be entitled to copies of all reports and/or certifications prepared for relative to the existence of hazardous mate1ials. The cost of said environmental assessment shall be paid for by Buyer. Notwithstanding the above, in the event that the environmental assessment does detect the presence of hazardous materials, the Seller shall have the option to remove the hazardous materials from the site, provided that any such removal shall be conducted pursuant to the rules and regulations of the Department of Environmental Protection, and that subsequent to any such removal a new environmental assessment report is obtained by Seller. In the event that Seller does so elect to conduct such removal, the time for performance hereunder shall be extended for sixty (60) days upon written notice from Seller to Buyer.

4. From and after the date of this Agreement the SELLER agrees to permit BUYER and its designees, including but not limited to architects, builders and prospective mortgage lenders, reasonable access at reasonable times, to the said premises for the purpose of making measurements, inspections and the like and for the purpose of showing said premises to prospective mortgage lenders, insurance agents and for similar purposes. Said right of access shall be exercised only in the presence of SELLER, or the broker named herein, and only after reasonable prior notice to the SELLER.

5. The SELLER understands that the Lender will require the SELLER to execute certain documents at the time of the closing, including, without limitation, federal loan disclosure and adjustment sheets, and an affidavit regarding the existence of mechanic's liens and parties in possession. The SELLER agrees to sign all such documents containing true information.

6. SELLER represents and warrants that it has full authority to enter into and perform its obligations hereunder and that the person signing on SELLER's behalf has authority to do so. The foregoing sentence shall survive the delivery of the deed. SELLER shall provide Buyer reasonable evidence of its existence and authority upon request and shall update the same prior to closing.

7. SELLER shall either represent that this conveyance is not all or substantially all of its assets or provide such other evidence as is reasonably acceptable to BUYER's attorney and/or title company to avoid any tax lien.

8. SELLER certifies that they are not foreign persons and therefore, the BUYER are not required under Section 1445 of the Internal Revenue Code to withhold any truces upon the disposition of the Premises to the BUYER, and SELLER agree to execute an affidavit to this effect at the closing.

9. The attorneys, if any, for the SELLER and/or BUYER shall have the authority to execute in the name of their respective clients, any extensions of this agreement that may be agreed upon, and the parties agree that the signature of said attorney and/or clients transmitted to each other via facsimile shall have the same legal force and effect as original signatures.

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flr'·~~N I/ j 10. The premises shall be delivered to BUYER in °Broom Clean" condition, free of all personal

property not being purchased, and all outside building materials and trash shall be removed from the property by the SF.J .J .ER.

11 . Faxed and/or scanned signatures on this agreement shall be considered as binding as original signatures. This Agreement may be executed in multiple counterparts.

12. SELLER agrees to provide BUYER with copies of any existing title insurance policies, surveys and environmental reports within five business days of the Effective Date.

MMC Realty LLC - SELLER

Cf olJ.tS by CL:,J-~ {;...LU~ Date Julianne A. Walsh, Member/Manager

' . ' . ...... .. . . ..... ated-BUYER

Date

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sp, app 1 (2016-3-22) – alternative compassion services

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