the commonwealth of massachusetts...2018/01/25 · the commonwealth of massachusetts executive...

CHARLES D. BAKER Governor

KARYN E. POLITO Lieutenant Governor

INSTRUCTIONS

The Commonwealth of Massachusetts Executive Office of Health and Human Services

Department of Public Health Bureau of Health Care Safety and Quality

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

JAN 0 8 2018

MANAGEMENT AND OPERATIONS PROFILE Request for a Certificate of Registration to

Operate a Registered Marijuana Dispensary

MARYLOU SUDDERS Secretary

MONICA BHAREL, MD, MPH Commissioner

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

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 Dispensary ("RMD") in Massachusetts, and has been invited by the Department of Public Health ("Department") to submit a Management and Operations Profile ("applicant").

Once invited by the Department to submit a Management and Operations Profile, the applicant must submit the Management and Operations Profile within 45 days from the date of the invitation letter, or the applicant must submit a new Application of Intent and fee.

If invited by the Department to submit more than one Management and Operations Profile, the applicant must submit a separate Management and Operations Profile, attachments, and application fee for each proposed RMD. 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 forms. Handwritten responses will not be accepted. Please note that character limits include spaces.

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

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

Application _3 _of _3_ Applicant Corporation Garden Remedies. Incorporated

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

Depmiment of Public Health Medical Use of Marijuana Program

RMD Applications 99 Chauncy Street, 11th Floor

Boston, MA 02111

All fees are non-refundable and non-transferable.

REVIEW

Applications are reviewed in the order they are received.

After a completed application packet and fee is received by the Depmtment, the Depmiment 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 Depmiment to submit a Siting Profile within 1 year of the date of submission of the Management and Operations Profile, or the applicant must submit a new Application of Intent and fee in order to proceed in the application process.

PROVISIONAL CERTIFICATE OF REGISTRATION

Applicants must receive a Provisional Ce1iificate of Registration from the Department within 1 year of the date of the invitation letter from the Depmiment to submit a Siting Profile. If the applicant does not meet this deadline, the application will be considered to have expired. Should the applicant wish to proceed with obtaining a Certificate of Registration, a new application must be submitted, beginning with an Application of Intent, together with the associated fee.

REGULATIONS

For complete information regarding registration of an RMD, please refer to 105 CMR 725.100, as well as materials posted on the Medical Use of Marijuana Program website: www.mass.gov/medicalmarijuana.

It is the applicant's responsibility to ensure that all responses are consistent with the requirements of 105 CMR 725.000, et seq., and any requirements specified by the Depa1iment, 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 applica indicated by the initials of the authorized signatory here:

ere provided by the applicant, is accurate and complete, as

Management and Operations Profile -

Application _3 _ of _3_ Applicant Corporation Garden Remedies, Incorporated

QUESTIONS

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

Information on this page has been reviewed by the applic indicated by the initials of the authorized signatory here:

ovided by the applicant, is accurate and complete, as



CHECKLIST

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

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

~A copy of the applicant's Articles of Organization (as outlined in Section B)

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

~A copy of the applicant's bylaws (as outlined in Section B)

~An Employment and Education form for each required individual (as outlined in Section D)

~A completed Remittance Form (use template provided)

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

~ A sealed envelope with the name of the applicant and marked "authorization forms," that contains the background check authorization foims (use f01ms 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 contributing 5% or more of initial capital to operate the proposed RMD, the forms must be completed by the entity's Chief Executive Officer or Executive Director and President or Chair of the Board of Directors. If the entity does not have a Chief Executive Officer or Executive Director or President or Chair of the Board of Directors, it must identify the individuals petforming the equivalent duties for the entity and submit these forms for each said individual.


vided by the applicant, is accurate and complete, as


Application _3_ of _3_ Applicant Corporation Garden Remedies, Incorporated

SECTION A. APPLICANT INFORMATION

I Garden Remedies Incorporated 1.

Legal name of Applicant Corporation

2. Name of Applicant Corporation's Chief Executive Officer

3. Mailing address of Applicant Corporation (Street, City/Town, Zip Code)

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

5. mber

6.

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 of 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 applican indicated by the initials of the authorized signatory here:

re provided by the applicant, is accurate and complete, as


Examiner

'r/.Y-Name Approved

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1Ebt ~ommontutaltb of ~a.6'.6'acbu~ttti William Francis Galvin

Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF ORGANIZATION (General Laws, Chapter 180)

ARTICLE I The exact name of the corporation is:

Garden Remedies, Inc.

ARTICLE JI The purpose of the corporation is to engage in the following actiyities:

See Attached.

_...;7 ___ , Note: lf the space provided under any article (Jf /tent 011 lhls form is insufficient, addilions shall be set fort// on one side only of separate 8112x11 :~heels of paper with a left margin of al least 1 inc/1. Additions to more 1110,, orre article may be made on a single sheet so long llS eacll article requiri11g each addition is clearly indicated

P.C.

Garden Remedies, Inc. Articles of Organization Article II: Purposes

The corporation is organized for nonprofit purposes including, but not limited to, providing wellness services to patients suffering from debilitating medical conditions; educating patients and community stakeholders about wellness and public health; and engaging in community activities related to wellness and public health. 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 corporation formed under Chapter 180 of the General Laws of Massachusetts. Any revenue from the corporation shall be used solely in furtherance of the corporation's nonprofit purposes.

ARTICLE Ill A corporation may have one or more classes of members. If it does, the designation of such classes, the mannerof election or appointments, the duration of membership and the qualification 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 Bylaws.

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:

See Attached.

ARTICLEV The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

••If there are 110 proYisions, stale "None". Note: T/1e preceding four (4) articles are considered to be permanent and mfly only be cltanged by filing appropriate Article.s of Ame11dme11t.

Garden Remedies, Inc. Articles of Organization Article IV: Other Provisions

The corporation is organized exclusively for nonprofit purposes. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation.

In the event of dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, as the board of directors shall determine, in accordance with the statutes of the Commonwealth of Massachusetts.

No officer or director of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (I) for a breach of the officer's or director's duty of loyalty to 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 law, or (iii) for any transaction from which the officer or director derived an improper personal benefit.

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith In the reasonable belief that such action was in the best Interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

This Article constitutes a contract between the corporation and the indemnified officers and directors. No amendment or repeal of the provisions of this Article which adversely affects the right of an Indemnified officer or director under this Article shall apply to such officer or director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE VI The effective date oforganization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date offtling.

ARTICLE VII The information contained in Article VII is not a permanent part of the Articles of Organization.

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

60 Kendrick Street Needham, MA 02494

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

President:

Treasurer:

Clerk:

Directors: (or officers having the powers of directors)

NAME RESIDENTIAL ADDRESS

See Attached.

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

d. The name and business address of the resident agent, if any, of the corporation is: NA

POST OFFICE ADDRESS

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 WJJEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator~ji'iid whose name(s) and business or residential address( es) are clearly typed or printed beneath each signature, do bere~;ociate with the intention of forming this corporation un,11£r the provisions of General Laws, Chapter 180 and doh 15 gn these Articles of Organization as incorporator(s) this~ay of July , 2013.

~cey Bolotnick Hurwit & Associates, 1150 Walnut Street, Newton, MA 02461

N()te: If an existing corporation is acting as i11corporator, type 111 tl1e exact name of the corporalior1, the state or other jurisdiction where it was i11corporated, Ille name of the pe~on signing on /Jeholf of so/'1 ctJrporaJlon and the title lie/she ftolds or other authority by w/Jiclt such a~lion is taken.

Garden Remedies, Inc. Articles of Organization Article VII: Officers and Directors

THE COMMONWEAL TH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION (General Laws, Chapter 180)

I hereby certify that, upon examination of these Articles of Organiza

tion, duly submitted to me, it appears that the provisions of the General

Laws relative to the organization of corporations have been complied

with, and l hereby approve said articles; and the filing fee in the

amount of$~ having been paid, said articles are deemed to have ~ been filed with me this LL_day of )Pi 2ofl_~{J

,.~ ,,, .. Effective dare: ________________ _

WILLIAM FRANCIS GALVIN Secretary of rhe Commonwealth

TO BE FILLED IN BY CORPORATION Contact information: .

Adam Fine Vicente Sederberg LLC 77 Franklin Street, Floor 3 Boston, MA 02 I I 0

Telephone: (617) 299-6650

Email: [email protected]

A copy this filing will be available on-line at www.state.ma.us/sec/cor once the document is filed.

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William Francis Galvin Secretary of the Commonwealth

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Jeayzary (!/thr7 (Jonvnmzmea!t/v Jtatf:/ :llotue, {ifo,stoa; Afa&S:achtuettJ/ 021.3.3

Date: December 29, 2017

To Whom It May Concern :

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

GARDEN REMEDIES, INC.

is a domestic corporation organized on July 22, 2013

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, llA, or llB; that said c01poration has filed all

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

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

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

>~~~ Secretary of the Commonwealth

Certificate Number: 18010001690

Verify this Ce1iificate at: http://corp.sec.state.ma.us/CorpWeb/CertificatesNerify.aspx

Processed by:

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BYLAWS

of


December 21, 2015

Article 1.

Article 2. Article 3.

Article 4.

Article 5.

Article 6. Article 7. Article 8. Article 9. Article 10. Article 11. Article 12.

BYLAWS

of


Table of Contents

Page

General Provisions I.I Name 1.2 Offices 1.3 Fiscal Year 1.4 No Voting Members Statement of Purposes Board of Directors 3.1 Authority 3 .2 Composition 3 .3 Terms of Office 3 .4 Meetings 3 .5 Quorum and Voting 3 .6 Meetings By Remote Communication 3. 7 Action Without a Meeting 3.8 Waiver of Notice for Meetings 3.9 Committees 3 .10 Compensation 3 .11 Resignation 3.12 Removal 3.13 Vacancies Officers 4.1 Officers 4.2 Election 4.3 Vacancies 4.4 Removal 4.5 President 4.6 Treasurer 4.7 Clerk Corporate Transactions 5 .1 Contracts 5.2 Indebtedness 5.3 Deposits Books and Records Restrictions on Activities Dissolution Conflicts oflnterest Personal Liability Indemnification Amendment to Bylaws

1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 6 6

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BYLAWS

Of


November 7, 2017

ARTICLE 1

General Provisions

Section 1.1 Name. The name of this corporation is Garden Remedies, Inc. and shall herein be referred to as "the corporation."

Section 1.2 Offices. The principal business office of the corporation shall be at 116 Chestnut Hill Rd., Newton MA 02467. The corporation may also have offices at such other places as the corporation may require.

Section 1.3 Fiscal Year. The fiscal year of the corporation shall begin on January 1 and end on the following December 31 of each year.

Section 1.4 No Voting Members. The corporation shall have no voting members. All powers of the corporation shall be held by the board of directors. Any action or vote required or petmitted by any law, rule, or regulation to be taken by members shall be taken by action or vote of the same percentage of the board of directors of the corporation. No person now or hereafter designated by the corporation as a "member" for fundraising or other purposes shall be or be deemed to be a member for purposes of the Articles of Organization or bylaws of the corporation nor shall such person have any voting or fiduciary rights or responsibilities of the corporation.

ARTICLE2

Statement of Purposes

The cotporation is organized for nonprofit pmposes including, but not limited to, providing wellness services to patients suffering from debilitating medical conditions; educating patients and community stakeholders about wellness and public health; and engaging in community activities related to wellness and public health. As permitted by law, the corporation may engage in any and all activities in fmtherance of, related to, or incidental to these purposes, the activities being lawful for a corporation formed under Chapter 180 of the General Laws of Massachusetts. All Registered Medical Dispensaries (RMDs) related to the corporation shall at all times operate on a non-profit basis for the benefit of registered qualifying patients, and shall ensure that any revenue from the corporation's RMD(s) shall be used solely in furtherance of the corporation's nonprofit purposes.

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ARTICLE3

Board of Directors

Section 3.1 Authority. The business and affairs of the corporation shall be controlled and governed by the board of directors, which shall have the right to exercise all powers of the corporation as permitted by law.

Section 3.2 Composition. The number of directors and the manner by which new directors are nominated and appointed shall be determined by the directors.

Section 3.3 Terms of Office. Except as provided herein, the board of directors shall determine the length and number of terms to be served by directors.

Section 3.4 Meetings. The board of directors shall hold annual meetings each year and may select the time and place for annual and other meetings of the board. Other meetings of the board of directors may be called by the president or by a majority of the directors then in office by delivering notice in writing, of the date, time, place, and purpose of such meeting, to all directors at least three (3) days in advance of such meeting.

Section 3.5 Quorum and Voting. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. At any meeting of the board of directors at which a quorum is present, a majority of those directors present shall decide any matter, unless a different vote is specified by law, the Articles of Organization, or these bylaws.

Section 3.6 Meetings by Remote Communication. One or more directors may attend any annual, regular, special, or committee meeting of the board through telephonic, electronic, or other means of communication by which all directors have the ability to fully and equally participate in all discussions and voting on a substantially simultaneous basis. Such patticipation shall constitute presence in person at such meeting.

Section 3.7 Action Without a Meeting. Any action required or permitted to be taken at any board meeting may be taken without a meeting if a consent in writing, setting fmth the action to be taken, shall be signed by all of the directors with respect to such subject matter. Such consent, which may be signed in counterpaits, shall have the same force and effect as a vote of the board of directors.

Section 3.8 Waiver of Notice for Meetings. Whenever any notice of a meeting is required to be given to any director under the Atticles of Organization, these bylaws, or the laws of Massachusetts, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 3.9 Committees. The board of directors may create such standing and special committees as it dete1mines to be in the best interest of the corporation. The board of directors shall dete1mine the duties, powers, and composition of such committees, except that the board shall not delegate to such committees those powers which by law may not be delegated. Each such committee shall submit to the board of directors at such meetings as the board may designate, a report of the actions and recommendations of such committees for consideration and approval by the board of directors. Any committee may be terminated at any time by the board of directors.

Section 3.10 Compensation. Directors as such shall not receive any salaries for their services on the board, but directors shall not be precluded from serving the corporation in any other capacity and receiving reasonable compensation.

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Section 3.11 Resignation. Any director may resign by delivering a written resignation to the corporation at its principal office or to the president or clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.

Section 3.12 Removal. Except as provided herein, any director may be removed, with or without assignment of cause, by a vote of the majority of the entire board of directors at any meeting of the board of directors. No member of the board shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and opp01tunity to be heard at such meeting is given to the director whose removal is sought. Notwithstanding the notice provision of Section 3.4 above, written notice shall be delivered to all directors at least fomteen (14) days in advance of a meeting at which removal is sought. Founding Directors Ken or Karen Munkacy shall be directors in perpetuity and may only be removed for Cause upon a 3/4 vote of the disinterested directors. For the purpose of this Section "Cause" shall mean if any director: (I) fails to qualify as a dispensaiy agent as determined by the Massachusetts Depa1tment 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; (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-profits ability to receive or a renew a marijuana dispensary permit, as determined in a written opinion of the nonprofit' s legal counsel; or ( 4) or disability of the director such that the director cannot perform the director's duties for a period equal to ninety (90) days in any three hundred sixty-five (365) day period.

Section 3.13 Vacancies. Any vacancy occunfog in the board of directors shall be filled by the board of directors in accordance with Section 3 .2. A director elected to fill a vacancy shall be elected for the unexpired te1m of his or her predecessor in office.

ARTICLE4

Officers

Section 4.1 Officers. The officers of the corporation shall be a president, a treasurer, and a clerk of the board of directors and such other officers as may be elected in accordance with the provisions of this Atticle.

Section 4.2 Election. The officers of the corporation shall be elected annually by the board of directors at the annual meeting. Each officer shall hold office until a successor shall have been elected and qualified.

Section 4.3 Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.

Section 4.4 Removal. Any officer may be removed, with or without assignment of cause, by a vote of a majority of the entire board of directors at any meeting of the board of directors. No officer shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and opportunity to be heard at such meeting is given to the officer whose removal is sought. Notwithstanding the notice provision of Section 3.4 above, written notice shall be delivered to all directors at least fourteen (14) days in advance of a meeting at which removal is sought.

Section 4.5 President. The president shall preside at all meetings of the board of directors. The president, or other proper officer or agent of the corporation authorized by the board of directors, may sign any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed. The president shall perfonn all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

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Section 4. 7 Treasurer. The treasurer, or other proper officer or agent of the corporation authorized by the board of directors, shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipt for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors; and in general pe1form all of the duties incident to the office of treasurer and such others as may from time to time be assigned by the board of directors.

Section 4.8 Clerk. The clerk shall keep the minutes of the meetings of the board of directors in one or more books provided for that purpose; ensure that all notices are given in accordance with the provisions of these bylaws; be custodian of the corporate records; and in general perform all such duties as may from time to time be assigned by the board of directors.

ARTICLES

Corporate Transactions

Section 5.1 Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined by specific instances.

Section 5.2 Indebtedness. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by the president or treasurer, or such other officer or agent of the corporation as from time to time may be dete1mined by the board of directors. In the absence of such determination of the board, such instruments shall be signed by the president or treasurer of the corporation.

Section 5.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, brokerages, or other depositories as the board of directors shall select.

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ARTICLE6

Books and Records

The corporation shall keep at the principal office of the corporation correct and complete books and records of account; minutes of the proceedings of board of directors; and a register of the names and addresses of the directors of the corporation. All books, and records of the corporation may be inspected by any director, or agent or attorney thereof, for any proper purpose at any reasonable time.

ARTICLE7

Restrictions on Activities

No pmt of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation.

ARTICLES

Dissolution

In the event of dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, as the board of directors shall dete1mine, in accordance with the statutes of the Commonwealth of Massachusetts.

ARTICLE9

Conflicts oflnterest

Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval. This Atticle may be further defined by the directors in pursuant to a written policy incorporated herein.

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ARTICLElO

Personal Liability

No officer or director of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the officer's or director's duty of loyalty to 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 law, or (iii) for any transaction from which the officer or director derived an improper personal benefit.

ARTICLE 11

Indemnification

The corporation shall, to the extent legally pe1missible, indemnify each person who may serve or who has served at any time as an officer or director of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incun-ed by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable beliefthat such action was in the best interests of the corporation; and fmther provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

This A1ticle constitutes a contract between the corporation and the indemnified officers and directors. No amendment or repeal of the provisions of this A1ticle which adversely affects the right of an indemnified officer or director under this A1ticle shall apply to such officer or director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE12

Amendments to Bylaws

These bylaws may be amended or repealed by a majority vote of the entire board of directors, provided however that amendment or repeal of Sections 3.12 and this Section 12, must also be approved by founding director, Dr. Karen Munkacy.

6

Article 13

Policies

The Board of Directors may adopt policies that shall be incorporated into these By-Laws. The following policies have been adopted and incorporated herein:

Appendix 1: Conflict of Interest Policy Appendix 2: Whistleblower Policy Appendix 3: Document Retention and Destruction Policy Appendix 4: Compensation Setting Policy Appendix 5: Comprehensive Information Security Policy

7

Appendix 1

I. Definitions

GARDEN REMEDIES, INC CONFLICT OF INTEREST POLICY

For purposes of this policy, the term "interest" shall include any personal connection or connection as a director, officer, member, stockholder, shareholder, pa1tner, manager, trustee, beneficiary, employee or consultant of any concern on the patt of a director, officer or key employee of Garden Remedies, Inc. (the corporation) or his/her immediate family member.

The term "concern" shall mean any corporation, association, trust, pa1tnership, limited liability group, firm, person or entity other than the corporation.

IL Policy No director, officer or key employee of the corporation shall be disqualified from holding any office or post in the corporation by reason of any interest in any concern. A director, officer or key employee of the corporation shall not be disqualified from engaging, either as vendor, purchaser or othetwise, or contracting or entering into any transaction with the corporation or with any entity of which the corporation is an affiliate, provided, however, that the following precautions are unde1taken:

1. The interest of such director, officer or key employee is fully disclosed to the board of directors prior to its entering into the transaction.

2. No interested director, officer or key employee may vote or lobby (lobbying shall not include presenting to the board or a director about the benefits of the transaction) on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.

3. Any transaction in which a director, officer or key employee has an interest shall be duly approved by the disinterested directors as being in the best interest of the Non-profit. The disinterested directors shall seek and examine comparison data, showing the availability and price of alternative transactions, in making such determination.

4. Payments to the interested director, officer, or key employee shall be reasonable and shall not exceed fair market value.

5. The minutes of the meeting at which the disinterested directors vote on the transaction shall reflect that disclosure of the potential conflict was made, that the interested director(s) abstained from voting, the rationale for approval, and how each disinterested director voted. The minutes shall be prepared and finalized within 30 days of such meeting.

Directors, officers and key employees are required to disclose interests that could give rise to conflicts at least annually.

8

Appendix 2

I. Expectation

GARDEN REMEDIES, INC WHISTLEBLOWER POLICY

Garden Remedies, 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 patticular 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 chair of the board of directors or any other director. With respect to officers and employees, the relevant individual is the Executive Director, 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 Executive Director, 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 termination.

III. Requirement oflnvestigation Within a reasonable time of receiving a complaint, concern or question regarding compliance with a law, regulation or ethics requirement, the Executive Director and/or board member shall open an investigation into the matter and pursue it to resolution. Should the Executive Director 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 under this Whistleblower Policy shall be kept confidential.

V. Protection from Retaliato1y Action Neither the corporation nor its managers may take any negative employment or other retaliatory action against any director, officer or employee who in good faith repmts a violation of a law or regulatmy requirement. An employee who retaliates against someone who has repmted a violation in good faith is subject to discipline including, but not limited to, termination of employment.

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.

9

Appendix3 GARDEN REMEDIES, INC.

DOCUMENT RETENTION AND DESTRUCTION POLICY

I. Retention Policy Garden Remedies, 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.

From time to time, the corporation may suspend the destruction of records due to pending, threatened, or otherwise reasonably foreseeable litigation, audits, government investigations, or similar proceedings.

Corporate Bylaws and Articles of Incorporation Permanent

Records

Corporate resolutions Pe1manent

Board and committee meeting agendas and Permanent minutes

Conflict-of-interest disclosure forms 4 years

Finance and Financial statements (audited) 7 years

Administration

Auditor management letters 7 years

Payroll records 7 years

Check register and checks 7 years

Bank deposits and statements 7 years

Chart of accounts 7 years

General ledgers and journals (includes bank 7 years

reconciliations)

Investment pe1formance reports 7 years

Equipment files and maintenance records 7 years after disposition

Contracts and agreements 7 years after all obligations end

Correspondence - general 3 years

Insnrance Policies - occurrence type Permanent

Records

Policies - claims-made type Permanent

Accident reports 7 years

Safety (OSHA) reports 7 years

Claims (after settlement) 7 years

Group disability records 7 years after end of benefits

Real Estate Deeds Permanent

Leases (expired) 7 years after all 10

Tax

Humau Resources

Technology

Mortgages, security agreements

IRS Tax returns and related correspondence

IRS Form I 120s

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

II. Electronic Documents and Records

obligations end

7 years after all obligations end

Permanent

7 years

7 years

Permanent

Permanent

Permanent

7 years

7 years after use ends

3 years

Greater of 1 year after end of service, or three years

7 years

3 years

7 years after all obligations end

Electronic documents will be retained as if they were paper documents. Therefore, any electronic files that fall into one of the document types on the above schedule will be maintained 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.

Ill. Emergency Planning

The corporation 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 should, if possible, be duplicated or backed up at least weekly and maintained off-site.

IV. Document Destruction

Documents should be eliminated at the end of the relevant retention period. Destmction of financial and personnel-related documents should be accomplished by shredding.

Document destruction with respect to relevant documents will be suspended immediately, 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.

II

-:\:! 1 i)

V. Compliance

The corporation will periodically review these procedures with legal counsel or the corporation's certified public accountant to ensure that they are in compliance with new or revised regulations.

12

~ JO

Appendix4

I. Introduction

GARDEN REMEDIES, INC COMPENSATION SETTING POLICY

This policy codifies the procedures by which the board of directors of Garden Remedies, Inc. ("the corporation") sets the compensation of directors, top management officials, officers an\! key employees ("executive compensation"). These procedures are designed to comply with the "safe harbor" requirements set fmth in the tax regulations on intermediate sanctions to create a rebuttable presumption ofreasonableness in compensation levels.

II. Policy The board of directors shall oversee the setting of executive compensation and shall (I) 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 circumstances. The pruticular 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:

i. 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 members involved in setting and approving executive compensation, as well as any third parties providing professional advice to the board members 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 members shall have no conflict of interest for these purposes if they (i) will not economically benefit from the compensation arrangement, (ii) are not family members of a person who will economically benefit, (iii) have no material financial interest affected by the compensation rurnngement, and (iv) are not family members of a person who has a material financial interest affected by the compensation arrangement.

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 (1) the terms of the approved compensation arrangement and the date approved, (2) a list of the board members present during discussion, showing those who approved the arrangement, those who rejected it and those who recused themselves due to conflicts of interest, (3) the comparability data relied upon and how such data was obtained, and ( 4) the rationale for determining that the a1rnngement was reasonable if it exceeded the range of the comparability data.

13

Appendix 5

I. OBJECTIVE

GARDEN REMEDffiS, INC COMPREHENSIVE INFORMATION SECUIRTY POLICY

It is the objective of Garden Remedies, 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 and 105 CMR 725.200(0). This CISP sets forth our procedure for evaluating our electronic and physical methods of accessing, collecting, storing, using, transmitting, and protecting personal info1mation. 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 stateissued 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 permit 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 government records lawfully made available to the general public. Non-profit generally acquires personal information in connection with hiring employees and payroll, and in connection with sales to the public.

II.PURPOSE

The purpose of the CISP is to:

• Ensure the security and confidentiality of personal infmmation;

• 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 infmmation in a manner that creates a substantial risk of identity theft or fraud.

III. DATA SECURITY COORDINATOR

The corporation appoints the Treasurer to be its 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 party service providers to implement and maintain appropriate security measures for the personal information to which the corporation permits them access, and requiring such third patty service providers to implement and maintain appropriate security measures;

14

• 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 of records containing personal information; and

• Conducting an annual 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 destruction 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 ifhand 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 Executive Director.

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 Security 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 perfotm their job duties; and

• 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.

15

Restriction on E-mailing Personal Information. 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 information 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 infonnation.

Virus protection. All computers containing personal infmmation shall be protected by reasonably up-Iodate 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 The corporation routinely shares personal and financial information with its payroll service, its CPA firm, legal counsel, credit card vendors and Pay Pal. The corporation requires each of these organizations to send written evidence, signed by an authorized person, confirming that they follow a security plan that fully complies with 201 CMR 17 and I 05 CMR 725.200(D).

D. Confidentiality Notwithstanding anything to the contrary contained herein, information held 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 information applies, or as required under law or pursuant to an order from a court of competent jurisdiction, provided however, the Massachusetts Department of Public Health may access this information to carry out official duties.

V. TRAINING

The Data Security Coordinator shall ensure that all employees, whether full-time, pa1t-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.

VI. PERSONS SEPARATING FROM THE COMP ANY

All employees, whether full-time, pait-time, seasonal or temporary, and independent contractors, consultants and volunteers upon termination or resignation shall immediately be denied access to physical and electronic records containing personal information and will be required to return 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, pmtable devices, or other media, or in files, records, notes, or papers.

VII. SECURITY BREACH AND NOTIFICATION

All employees, whether full-time, pait-time, seasonal or temporaiy, and independent contractors, consultants and volunteers, shall as soon as practicable and without unreasonable delay notify the Data Security Coordinator when such person knows or has reason to know of a security breach or when the

16

person knows or has reason to know 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(!) 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 corporation's security program;

• A phone number to call within the corporation for further information;

• Suggestion of extra caution, to review account statements, and to obtain a credit report; and

• Phone numbers and addresses of the Federal Trade Commission, state agencies that may be of assistance, and major consumer repmting agencies. The notice will not be provided if law enforcement personnel 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 nature and circumstances of the breach of security;

• The number of people affected as of the time of notification;

• 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 repmts a security breach or noncompliance 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 paities 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.

17

Application _3 _of _3_ Applicant Corporation Garden Remedies, Incorporated

SECTION C. NON-PROFIT COMPLIANCE

If the applicant is a non-profit corporation, answer each of the questions in Section C to explain how the corporation will remain in compliance with the non-profit requirements of Ch. 369 of the Acts of2012, the regulations at 105 CMR 725.000, and "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance." Please refer to the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" document in completing this 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.

Garden Remedies, Inc. (GRI) does not currently have an executed or proposed agreement to utilize a management company.

12. Please identify any agreements or contracts, executed or proposed, in which the applicant will engage in a !{_elated Party Jrans~ction and summarize the terms of each suchagreement.

GRI has two related party transactions.

1) Kenneth Munkacy is a Lender to GRI and is the husband EO Garden Remedies In~ required to recuse herself from any Board decisions related to GRI'S funding relationships with GRI Lenders

FO ofGRI) is related to the owner of Shear Holdings Limited a Lender to GRI .• not a member ofGRI's Board ofDirectors.

Information on this page has been reviewed by the a indicated by the initials of the authorized signatory h


Management and Operations Profile - Page 6

Application _2_ of~3_ Applicant Corporation Garden Remedies, Incorporated

13. Please identify whether any members of the Board of Directors are also serving as employees of the proposed RMD and, if so, their title and role with the proposed RMD.

the only Board ofDirector that is also an employee of GR!. Executive Officer of GR!.

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.

the GR! Board of Director President and is also an investor.

No other GR! Board of Directors serve as officials, executives, corporate members or board member of any management company, investor or third party proposed to contract or otherwise conduct business with GR!.


• • I t • " • I & Nided by the applicant, is accurate and complete, as


Application _3 _of _3_ Applicant Corporation Garden Remedies. lncot]orated

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.

GRI does not have any contracts or agreements, executed or proposed, under which a percentage or portion of GRI revenue will be distributed to a third party.

IfGRI enters into an agreement in which a percentage or portion ofGRI revenues is distributed to a third party, GRI will use a market based rate. Any agreement would adhere to non-profit requirements thoroughly established in 105 CRM 725.IOO(A)(l)and the guidance fur Registered Marijuana Dispensaries Reguarding Non-profit Compliance.

ATTESTATION

The applicant agrees and attests that it will operate in compliance with the "Guidance for Registered Marijuana I ... r·.. .. .... • aiUI

ChiefExecutive Officer

Title of Authorized Signatory

iance."

12/4/2017 Date Signed


rovided by the applicant, is accurate and complete, as


I Garden Remedies, Incorporated Applicant Corporation.

SECTION D. EMPLOYMENT AND EDUCATION FORM

This Employment and Education f01m must be completed and signed by each of the following individuals: The applicant's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, individual responsible for marijuana for medical use cultivation operations, and individual responsible for the RMD security plan and security operations. 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 this form for each said individual. 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.

m Individual

Residential Address oflndividnal

I Title oflndividnal at A plicant Corporation)


Name of A plicant Corporation

Garden Remedies, lncorportated

Highest Education Attained - Institution, Degree, and Year

University of Michigan Medical Schooi Doctor of Medicine, 1982

Management and Operations Profile - Employment and Education Form

I Garden Remedies, Incorporated Applicant 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.

Emolover Title Time Period

I °"""'" R<~di··· Joc. ChiefExecutive Officer

I July 2013 - Present

Massachusetts Medical Society Member Resolution Committee Member Executive Committee I 2013 -Present Delegate

Americans fur Sare Access

I Board Member

I 2011 - Present

I Soi<lm«de '"~"'""' I

President

I May 2004 - June 2008

I

I

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

1116/2017 Date Signed i I -0 - ! 7


I Garden Remedies, Incorporated Applicant Corporation ·


This Employment and Education form must be completed and signed by each of the following individuals: The applicant's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, individual responsible for marijuana for medical use cultivation operations, and individual responsible for the RMD security plan and security operations. 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 this f01m for each said individual. 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 of Individual

Residential Address oflndividual

Title of Individual (at Applicant Corporation) l Chief Operations Officer

!"1'1,ll!e of Applicant Corporation i Garden Remedies, Inc i

l:ljgl~~~!}".~l!C~!!on A_tfaine~ - I_ns_t_it_u_ti_o_n,~D__,eg,,,.1_·e~e,~a_n_d_Y_. _ea_1_· --------------1 Suffolk Universtiy BSBA Management, 2010 l 1


~· ------------~--· ~· -~

Applicant Corporation I Garden Remedies, Incorporated


Em plover Title Time Period

Garden Remedies, INC I Chi;f ap;,;,;°"' Offfooc I July 2017 - P~~sent

Brady Enterprises Supply Chain Manager

I April 2017-July 2017

LSG Sky Chefs, Inc I Di,.;otorn f OP"""""" J Oct 2008-April '.201 7

US Navy Petty Officer

I May 2003-May2007 - - -

I I

I

Signed u1 and accm

f pe1jury, I agree and attest that all information included in this form is complete

11/7/2017 Signature Date Signed


Garden Remedies, Incorporated Applicant Corporation i


This Employment and Education form must be completed and signed by each of the following individuals: The applicant's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, individual responsible for marijuana for medical use cultivation operations, and individual responsible for the RMD security plan and security operations. 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 this form for each said individual. Submit one Employment and Education form for each of the above individuals when submitting a Management and Operations Pr~file to the Departtnent of Public Health.

Name of Individual

Title of In divi~ua I(a t;\.pj>licll~_t_ Cor~or~ti()(l) ... Chief Financial Officer

Name of Applicant Corporation : afl.rc1~~R;;~c1;;;~,-~;q,.;ra1~<l- ·

Highest Education Attained - Institution, Degree, and Year :· u~~;.,,-i!Y oichicago, 1300ilis~0;,i.;;:13~;_;~~Maste;.,,-;;[13~m.;;;~<l~1raili~ (MsA): 1988

i GardenR~ll'edies, lnco~orated Applicant Corporation I

Past 10 Years of Employment by Employer, Title and Time Period. List chronologically, beginning with most recent employment Add more forms if space is needed for additional employment history entries.

Emnlover

GJenco Developm:mt Corporation

Garden Remedies, Inc RE & Tech; Altira, Redhill, Algoval

Israel Techoologies Acquisition Corp.

-·-----·-----· -----·-

-·- -·---

Title

Principal

Financial Consultant & CFO Financial Consultant

CFO

--- --

Time Period

1- ----·---------------------··- ... --------~-

! 2013-Present /2009-2013 '

I 2oos-2001

I a ee and attest that all infomiation included in this form is complete




This Employment and Education form must be completed and signed by each of the following individuals: The applicant's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, individual responsible for marijuana for medical use cultivation operations, and individual responsible for the RMD security plan and security operations. 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 this form for each said individual. 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.

Residential Address of Individual

Title oflndividnal at A

Director of Cultivation

Name of Applicant Corporation I Garden Remedies Inc.

Highest Education Attained - Institution, Degree, and Year

Whitter vocational technical High Shcooi Diploma, 1991




Employer Title Time Period

Garden Remedies Inc. Director of Cultivation

I 04/01/2016 - To Present

I Greener Group.

I Hoisting Engineer

I 05/19/2014 - 12/24/2014

Pentucket Companies.

I Lead F orrnan

I 2004 - 2014

I

I I

I I


ll/7/2017 Date Signed




This Employment and Education form must be completed and signed by each of the following individuals: The applicant's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, individual responsible for marijuana for medical use cultivation operations, and individual responsible for the RMD security plan and security operations. If the applicant does not have a Chief Executive Officer, Chief Operating Officer. or Chief Financial Officer, it must identify the individuals perfonning the equivalent duties for the Applicant and submit this fom1 for each said individual. 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.

Residential Address oflndividual

Title of Individual (at Applicant Corporation)

I Chief Security Officer I

Name of Applicant Corporation

I Garden Remedies Incorporated ' Highest Education Attained - Institution, Degree, and Year

I Master of Science in Criniinal Justice Administration


I C..arden Remedies, Incorporated Applicant Corporation


I Em[lloyer Title Time Period I I - ' - I I!

Garden Remedies Incorporated Chief Security Officer ii '' I ' i I ii April 2015 to present ! ' I Ii I 'I I,

I: I 1 I i I

-I --I

I l i i i

I, -

I i 1 'l

I ! ! , I

Ii I

I r r i ! l Ii

I: ; i ' I I I I,

! I

' I I i I

! i I

--··-·-


t. 'i iek he-re to l~n11..~r :J d~11e. Date Signed



SECTION D. EXPERIENCE

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.

ChiefExecutive Office the visioruuy and motivating fuctor responsible for the implementation ofGRI as a non

pro orgarnza ion which was incorporated on July 22,2013. Our GRI mission and vision is to provide top quality medical marijuana to patients suffering from debilitating medical conditions; educate patients and community stakeholders about medical marijuana; and engage in community activities related to wellness, public health and research.

e president of GRI Board of Directors as well as a Director for Americans for Sare ccess w c JS e largest organization of atients medical profussionals, scientists and citizens promoting

safu and legal access to medical marijuana. s been a leading advocate for the implementation of medical marijuana since sisted with the development of the current Massachusetts regulations as a leading authority on medications for pain and debilitating medical conditions.

ows first-hand the debilitating side effects •• • • i • •ii· • mg

JS a veteran o avy. rom ere he attended Aerographers Mate A-School in Biloxi, as trained in the sciences of meteorology and physical oceanography. In his role he was a

contnbutor to emergency preparedness during Hurricanes Wilma and Ka~gan work with LSG Sky Chefu w~ed experience in operations management, supply chain, logistics, and LEAN manufuctur~the role of Director of Operations.

urrently the COO of Garden Remedies and is responsible for day to day operations and management of the Newton dispensary, Fitchburg cultivation/processing and home delivery operatio has worked for GRI since January 2017.

s 3 0 years expenence Jn financial services, investment banking, high-tech and real estate industries. ~s been~liill!~,.for the financial management, reporting and funding for GRI since 2014. In his role as CFO~ assured all contracts have been financially sound and market based. -responsible for all financial reporting to GRI banks, lenders and the Board of Directors.

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here provided by the applicant, is accurate and complete, as



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.

MIOffic a physician with more than 30 years in the me field

gree at the University of Michigan Medical Sc ce e m anesthesiology; fellowship trained in pain medicine, and has worked as a researcher and international medical consultant and advis served as an assistant professor at UCLA and USC medical Centers (Los Angeles, CA), where she trained anes and mn·se anesthesiologists while caring for low-income and indigent patient populatio also a Delegate to the Massachusetts Medical Society, which has over 24, p y members.

oordinated a Breast Cancer Research Study between Harvard School of Public Health and Sloan-Kettering. olvement included specifying research objectives, investigating initial

researc protocoL and team selection. ded the Scheherazade Foundation and was president from 2004 to 2008

cons e eading neonatal physicians at Harvard, Y tty oflowa to d effective system utilizing best clinical practices for Roma llaborated with Romanian government officials overseeing all obstetricians and neo gis p an effective and cost-efficient implementation plan for neonatal te1iia1y care. While residing in Asia and Central Europe between 1998 and 200 ed with international companies to identify and target critical gaps in medica r patient care coverage. Clients included General Electric, Statwood CapitaL Trizee Hahn, and the Shatrnn Group.II

luated patients, arranged for care, and completed follow-ups as well as built and manag relations with patients and specialists throughout Japan, Hong Kong, Thailand, Cambodia, Taiwan, Czech Republic, United Kingdom, Poland, Romania, and Germany.

- u • • ' ' !

I

s been the 14 s helped fucilitate raising capital to assist GRI ~ •• 1· - '

with its core mission of providing Massa~ere patients with access to safe, high quality pharmaceutical grade medical marijuana-Isa provides board lenders with quruterly financial reports and will report all required financial documents to the DPH upon request.

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Application _3 _ of _3_ Applicant Corporation Garden Remedies. Incorporated

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.

s been a oar mem er o ericans fur Safe Access, the largest organization fur patients, medical professionals, scientists and concerned citlllE' · afe and legal access to medical marijuana since 2011. As an unpaid medical expe s written editorials and bas testified in front of lawmakers, administrative committees, me 1ca specia ts, law enforcement officials, and community organizations on the safety and efficacy of medical marijuana treatment.

~as a leader in the successful ballot campaign leading to the legalization of medical niarijuana in Massachusetts. Her work continued as the Massachusetts Department of Public Health began to meet with leaders in the field and implement a model medical marijuana progra~stified numerous times befure Department of public Heath as they sought advice on how best to proceed. First as a member and then as a delegate, she bas actively urged the Massachusetts Medical Society to sponsor a physician education program on medical niarijuana, and they have posted CME Accredited physician education niaterial on medical marijuana to their website.

ai'Operating Office mas gained all of his experience in providing services fur marijuana fur medical purposes while employed at GardenRemedie tarted at GRI Januaiy 2018 and bas served as the Supply Chain Manager and coo.

ChiefFinancial Office Since November 2013, s been providing financial services to Garden remedies to include: market research, financial modeling, fund raising s · nd structuring, introductions to potential funders, discussions and negotiations with potential funder rovides start up advisory service fur key activities including: accounting, insurance, staffing, systems, nagement and banking, operating budgets, capital budgeting, tax planning, cultivation production arialysis, risk analysis, special permitting support, vendor negotiations, Board of Director support, and underwriting and due diligence arialysis fur GRI's niajor decisions.

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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.

Director of Security aMa

Business Administration. e· !ill la RI secur· sys ems.

in Criminal Justice Administration and a Bachelor's of Science in s been responsible for selecting, planning and assisting with the

was a Massachusetts State Trooper for 13 yeai erience includes the prevention of crime; Criminal and motor vehicle crash investigations; respon mg o, assessing and resolving c1imes and other critical incidents; emergency preparedness; including communicating, coordinating, collaborating with and the directing of vital support systems including law enforcement, fire and hazmat, ambulance, med flight, K-9 and Highway Department response; and chain of custody reports to the sate

· g and transportation of narcotic evidence. s experience in the transportation industry as a Safety and Training Supervisor.

uties include monitoring and directing the routing and re-routing of ground transportatio Massport Shuttle bus system as well as being responsible for the coordinating with the State Police for the security badge process and for returning badges after termination of employment.

Director ofCultivatio started at ORI on April 1, 2016 as a Cultivation Manager and was promoted to Director of

ation m anuary of2017. Michael also comes from a fiunily with 3 generations of funning and cultivation histmy. Before ORI Michael was employed at Greener Group as a Hoisting Engineer.

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here provided by the applicant, is accurate and complete, as



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

GRI will utilize a cultivation method te1med True Living Organics (TLO ), to create a bio-dynamic living habitat ofbeneficial bacteria and micro-life, mimicking Mother Natm·es process in an outside/greenhouse setting. GRI will only apply reverse osmosis water or natural compost teas to the plants. GRI will never use liquid fe1tilizers, which kill the habitat and limits the plants genetic expression.

TLO increases the plants natural immunity, eliminates source toxins common in liquid fertiliz.ers and nonorganic pesticides, and improves the plants expression of other desirable properties such as its terpene profile. GRI's living soil will improve the plants natm·al immunity and reduce the need for pest mitigation. If pest mitigation is required GRI will employ Ethical Pest Management techniques that include the use of compost teas, Neem oil, and other biological controls. If increasing mitigation is required, GRI will only use Organic Material Review Institutes certified products.

GRI will further mitigate the risk of pest problems by employing leading industly sanitation practices. Dispensary agents at the cultivation site will remove all jewelry and wear hair and beard nets. Dispensmy agents will step onto specialy designed mats to remove any contamination from the bottom of their shoes before entering the cultivation site. All equipment will be regularly smiitized and inspected for cleanliness. When appropriate, dispensmy agents will wear gloves for added sanitation.

All precautions will be taken to reduce the risk of an outbreak and spread of pathogens or contaminates. All phases of cultivation will take place in designated, locked, limited access areas that are monitored by a surveillance camera sysytem as required by the DPH and accessible to only a minimum number of dispensmy agents.

Dispensary agents will be proficient with the GRI Cultivation and Process Manual, Pest and Contamination Conti·ol Procedmes, Environmental Control Procedures, and Waste Management Procedures. To assure operating procedures are sti·ingently followed, management will implement Compliance Verification Procedures developed from the USDA audit program, Good Agricultural Practices and FDA Good Manufuctming Practices.

All cultivation will meet US Agency for Toxic Substance and Disease Registry's Environmental Medial Evaluation Guide lines for residential soil levels, and will use best practices to limit any contamination identifie.d as posing potential haim

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

GRI plans to provide patients with a variety of safe and effective MIP's to fucilitate consumption of medical marijuana. Consistency in dosages scaleable to each patient is one of the most important components in meeting patients needs. GRI will take great care to ensure that we deliver consitancy in dosage. GRI will package our products in dosage levels that allow patients to control the quantities they consume.

GRI will provide patients with a divers product line that includes chocolates, hard edibles, soft gelatin edibles, pill capsules, Sub -lingual syringes, tinctures, rosins, ready to use vaporizers and topicals. GRI will utiliz.e Supercritical C02 and Ethol alchohol for extractions. GRI will not use butane for the production ofMIP's, GRI does not believe butane has been studies sufficently enough in at risk patients. Patients and employee health and safety is of the utmost importance to GRI. Mips produced and dish·ibuted by GRI will be packaged and labeled as required by the DPH. MIP's produced and distnbuted by GRI will not bear a reasonable resemblance to any product available for consumption as a commercialy available candy.

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

GRI will process tested medical marijuana leaves and flowers in the production of our mips.All MIP production will talce place in an indushial commercial kitchen and will comply with sanitation requirements. In addition, GRI has incorporated best practices from FDA Food Code, Good Manufucturing Practices in manufucturing, packaging, or Holding Human Food, and food safety standards developed by the National Restraurant Association aud all DPH requinnents for MIPs.

MIP's will be tested in accordence with strict DPH regulations by an accredited and authorized ISO 17025 laboratory. Test records will be retained for no less than one year. In event of a product testing fuilure product will be destroyed and an internal assesment of the fuilure will be immediatly initiated.


provided by the applicant, is accurate and complete, as


Application _3_ of _3_ Applicant Corporation Garden Remedies. Incorporated

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

Fresh air will be utilized to reduse the rish of crop fuilure. Ethical pest management procedtu·es are utilized to naturally maintain a pest free environment alongside otu' TLO growing method.

Upon harvest all leaves are removed before marijuana is dried, in the dry room with a humidity level below 50%. Continuous air movement allows the flowers to decrease in moisture content to below 15%. Marijuana is then ctu·ed in containers until it is ready to be sampled for testing. Samples will be sent to an anthoriz.ed laboratmy which must follow all mandated testing requirements for Massachusetts Medical Marijuana Products and any other guidelines set forth by the DPH

Samples that pass DPH testing requirements will be packaged for patient use or utilized in the production of MIP's. Samples that fuil testing will be destroyed consistant with DPH regulations. Mips product will be further tested per DPH guidlines.

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Management and Operations Profile - Page I 8


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.

Each dispensmy agent will recieve training before they stmt working, as well as continualy, on the impo1tance ofkeeping qualified patienpersonal cm·egiver, and dispensary agent information confidential . Breaches of confidentuality may result in dispensary agent termination.

Information held by GRI about registered qualifing patients, cm·egivers, and dispensary agents is confidential and will not be disclosed without written consent of the individual to whom the infomiation applies, or as required under law or ptn·suant to an ordeTI' from a cotnt of competent jurisdiction, provided however, the DPH niay acess the information to carry out official duties.

Any records retained with private infonnation, as defined under DPH guidelines, will be stored in a secure filing cabinet in a limited acess area. Information no longer needed will be shredded and securly disposed of

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

It is GRI policy to provide equal opertunity in all areas of employment, including recruitment, hiring, training and developement, promotions, transfurs, tennination, layofl; compensation, benifits, social and recreational programs, and all other conditions and privleges of employment, in accordance with applicable fuderaL state, and local laws. GRI will make reasonable accommodations for qualified individuals with known disabilities, in accordance with applicable law.

Mmiagement is primarily responsible for seeing that equal enployment ope1tunity policies are implimented, but all members of the staff share the responsibility for enstning that, by their personal acions, the policies are e:ffuctive and apply uniformly to everyone. Any employee, including managers, detemlined by GRI to be involved in discrinlinatory practices are subject to disiplinary action and niat be temlinated.

GRI strives to niaintain a work environment that is free from dic1inlination, intimidation, hostility, or other o:ffunses that might inte1fer with work perfonnance. In keeping with this desire, we will not tolerate any unlawful harassement of employees by antone, including any Mmiager, co-worker, vendor or clients.

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rovided by the applicant, is accurate and complete, as



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

GRI records will be available to the DPH for inspection upon request. Records that will be available to the DPH are to inclnde operating procedures, inventory records, seed to sale tracking records for marijuana and MIPs, staffing plan that demonstrates accessible business hours and sare cultivation conditins; personal policies and procedures; CORI reports; personnel records, business records, and waste records.

Personnel records inclnde but are not limited to: job discripton or employee contacts; organizational chartsconsistant with the job discription; materials submitte to the DPH; verification ofrererences; signed and dated training records; a copy of perspective dispensary agent application submittalto the DPH;periodic performance evaluations;or disiplinary actions taken Personnel records will be kept for 12 months after tennination

Business records include but are not limited to: assets and liabilities; monetary transactions; books of accounts; sales records with name of patient or caregiver including quantnity, form and cost; sala1y and wages paid to dispensary agents. Business Records will be retained for a period in accordance with GRI bylaws, but never for less than 12 months.

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vided by the applicant, is accurate and complete, as



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

GRI will delvelope and schedule patient education seminars that cover cannabinoid medicine; strain selection; potential differing effects of various strains; discussion of tolerance, dependence, withdraw!, and overdosing symptoms and coping methods along with substance abuse sighns and symptoms as well as a refen-al for treatment programs. GRI will emphasize using the smallest amount possible to achieve the desired eflect. The impact of potency will also be explained. Educational materials will be avalable in language accessible to patients and caregivers served by our community, including the visualy and hearing-impaire. GRI will warn patients that marijuana has not been analyiz.ed or approved by the FDA, that there is limited information on side eflects, or heahh risks, and that marijuana should be keep away from children that are not registered patients. GRI will also inform registered patients that they may not distribute marijuana to any other individual and that driving is prohibited while under the influence and that machinaty should not be operated. Patients will be info=d that they must return unused, excess, or contaminated product to GRI for disposal


ded by the applicant, is accurate and complete, as



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.

GRI will ofter a hardship program to provide reduced cost or free marijuana to patients with documented verified financial hardship. Those below the poverty level will be recieving the most aid.

Any qualified patient that is a recipient ofMassHealth, or Supplemental Security Income, or the individuafs income does not exceed 300% of the federal poverty leveL adjusted for :tinnily size is eligable for the GRI hardship program

Patients must provide proof of hardship and fill out a request fonn before the discount can be applied.

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

GRI will ensure all dispensaiy agents complete training prior to performing job functions. Training will be tailored to the role and responsibilities of the job function. Dispensaiy agents will be trained for one week before acting as a dispensaiy agent. New dispensary agents will recieve employee orientation prior to beginning work with GRI. Each department managed will provide orientation for dispensaiy agents assigned to their depaitment. Orientaion will include a snmmarry overview of all the training moduals. Dispensaiy agents, at a minimum, will be trained and retrained on: Applicable federal and state mai'ijuana laws, regulations, guidelines, definitions of qualifing patient or cai·egiver; standars of conduct and reasons for dismissa~ inventoty management; patient relations; applicable operating procedures; emergency and incident management; diversion prevention and security measures; safety; record keeping; confidentiality; and other topice specified by the DPH. Training will be recorded and retained in dispensary agents file. Training records will be retained by GRI for at least one year after agents tennination. Dispensaiy agents will have continuous quality training and a minimum of8 hours annual on-goig training.

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ovided by the applicant, is accurate and complete, as


Application _3_ of _3_ Applicant Corporation Garden Remedies. Incorporated

38. Will the applicant provide worker's compensation coverage to the RMD's Dispensary Agents? Yes~ NoO

39. Will the applicant obtain professional and commercial insurance coverage? Yes~ NoO

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

GRI has general liability insurance coverage through Liability Insurance Group equal to or greater than $1,000,000 per occurrence and $2,000,000 in aggregate, annually and product liability insurance coverage fur equal to or greater than $1,000,000 per occurrence and $2,000,000 in aggregate, annually. The Deductible is equal to or less than $25,000.

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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 of Initial Capital % of Initial Capital

Karl Bandtel $1 David Bmsh $I J ennifur Egener $I

$I

$I

Entity Name Leadership Names

I David Edington

Edington Investments, LLC Entity CEO or ED

Entity Pres or Chair

Steve Foulke

RMC Holdings, LLC Entity CEO or ED

Entitv Pres or Chair

I Entity CEO or ED.

Entitv Pres or Chair

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Committed Committed

1,000,000 I 5%

1,000,000 I 5%

1,000,000 I 5%

I

I

Amount of Initial % of Initial Capital Capital Committed Committed

$1 1,500,000 I 7.5

$1 3,036,000 I 15.

$1 I

ided by the applicant, is accurate and complete, as


Application _3 _ of_3 _ Applicant Corporation Garden Remedies. Incorporated

ATTESTATIONS

Signed under the pains and penalties of perjury, I, the authorized signatory of the applicant, agree and attest that all information included in this application is complete and accurate and that I have an ongoing obligation to submit updated info1mation to the Department if the information presented within this application has changed.



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/2017 e Signed





I, the authorized signatory for the applicant, hereby attest that ifthe applicant is allowed to proceed to submit a . .. , ·. .. ... .. .. . . ..

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Infotmation on this page has been reviewed by the applic indicated by the initials of the authorized signatory here:

iting Profile requirements .


ided by the applicant, is accurate and complete, as
