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Mass MediSpa Co-Located Adult Use Marijuana Retail and Medical Marijuana Dispensary Proposal_2
Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment The designated Contact Person for the Mass Medi-Spa Town of Nantucket Proposal for Co- Located Adult Use Marijuana Retail Establishment and Medical Marijuana Dispensary is: Steven Cohen, Counsel to MMSI Cohen & Cohen Law, PC 34 Main Street, 2nd Floor PO Box 786 Nantucket, MA 02554 Phone: (508) 228-0337 Email: steven@cohenlegal.net Box _______ of _______ Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment Binder # _______ Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment Table of Contents Cover Letter 1. Business Information 2. Property and Zoning Information 3. Application Primary Point of Contact 4. Management Team Experience 5. Capital Contributions 6. Entity Information 7. Affidavits 8. Proposed Timeline & Development Plan 9. Business Plan 10. Plan for Employee Staffing 11. List of Locations 12. Plan for Continuous Local Supply 13. Support of Coop/Craft Grower Programs 14. Community Benefit Plan 15. Draft Massachusetts Cannabis Control Commission Application & Department of Public Health Submissions 16. Traffic and Parking Plan 17. Additional Plans a. Exterior Nuisance Mitigation Plan b. Energy & Water Usage Plan c. Wastewater Treatment Plan d. Security Plan e. Plan for Testing Products 18. Design & Marketing Plan 19. Willingness to Sign Draft HSA Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment Cover Letter All proposals must include a check made out to the “Town of Nantucket” in the amount of $500.00 and provide cover letter to the attention of C. Elizabeth Gibson, Town Manager signed by a Controlling Person legally authorized to bind the Applying Entity to its proposal. The letter shall include a brief overview of the Applying Entity’s approach to operate a co-located Adult Use Marijuana Retail Facility and Medical Marijuana Dispensary, with supporting documentation Mass Medi-Spa Inc – Town of Nantucket Proposal, Cover Letter 1 December 28, 2018 C. Elizabeth Gibson Town Manager Town of Nantucket 16 Broad Street Nantucket MA 02554 BY HAND Re: RFQ for Co-Located MRE and MMTC Dear Libby, Mass Medi-Spa Inc. (“MMSI”), a Massachusetts non-profit corporation, herein submits the responses, supporting materials and the required application fee with respect to the Request for Qualifications issued by the Town of Nantucket related to the Cannabis license in Nantucket, Massachusetts. MMSI is the same - in name only - to the first entity awarded a PCR in Nantucket. MMSI has gone through a major transformation and the former owners are no longer associated in any way with the current company. So just who exactly are we? We are a group of Nantucket local professionals with deep ties to the community who want to see things done right. To this end, we have sought the guidance and experience of the top experts in the medical marijuana industry. Part of the strength of MMSI’s application, is our strategic partnership with South Shore Bio-Pharma, LLC, a subsidiary of Acreage Holdings (in this application, we collectively refer to this collaboration as “we”). This relationship allows MMSI to tap into an unparalleled repository of cannabis knowledge. MMSI is, in essence, a local company. However, it is one that is able to draw from the resources and a footprint of 70 dispensaries and 15 cultivation operations in 18 states. Each facility is operated by very successful locally-based cannabis teams. MMSI represents a pre-packaged powerhouse of knowledge and training, with essential lessons learned from years of industry experience. MMSI will be led by a superb local team of Nantucket residents who are highly motivated to provide the standard of excellence on the island. As described above and in the RFQ, MMSI comes fully prepared to this process with a tremendous depth of unique resources ready for deployment. MMSI will therefore be able to open for business on Nantucket in a timely manner and the Town of Nantucket can be assured it will incorporate the best practices in a number of critical areas including but not limited to security/safety, cultivation, product testing and sales. Further and equally important to the business itself, is our vision to build strong cooperative relationships with local growers, as well as patient counseling, community outreach and Mass Medi-Spa Inc – Town of Nantucket Proposal, Cover Letter 2 education. In a word, we are putting our money back into the community well beyond any formal agreements with the town and the taxes levied by the state. The new MMSI team represents the most professional, experienced, dependable and local operation on the island. Our operation on Nantucket will not just meet, but far exceed all expectations as our formula for success matches the best of local energy and talent with the tested methods and execution of the cultivation and dispensaries in the 18 states that our strategic partners have brought online. The introduction of cannabis into any community requires thoughtful deliberation and regulation. It is from our collective insights that operating teams with past experience matters the most for safeguarding the community. At the same time, local oversight over the management of operations provides its own protections, as well as local direction from our Community Advisory Board on how best to re-invest resources and contribute to the Nantucket community. MMSI is unique to Nantucket because it is the only applicant that has a track-record, thru its management partnership. We are proud of an unblemished history regarding safety, security, training, operations and treating patients. Our sites are carefully managed to provide excellent patient counseling and customer service, while sensitive to the needs of our island community. Our expanding knowledge base and experience allows us to continue to improve in all aspects of operations, including security, cultivation, manufacturing, testing, and retail. Local staff development and training is the cornerstone of our success. And further, our commitment to investing-back into the community includes research initiatives and other community-targeted philanthropic endeavors. The recent change in Massachusetts law regarding the addition of cultivation and sale of cannabis for recreational use has altered the playing field. The timing of these new regulations dictates a limit on the degree of local experience in these matters. Our local team represents the best in areas associated with industry needs, and more importantly they are individuals who have long served the economic, social and political vitality of Nantucket. Our combined local years of service is nothing short of astounding. This is the culture of the new MMSI, one that is committed to giving back to Nantucket. Our Executive Management Board includes the following year-round residents: • Kevin Flynn has worked and lived on Nantucket for decades. He founded the Nantucket Comedy Festival and its non-profit Stand Up and Learn. Stand up and Learn is a year-round educational program for kids on the island, giving them confidence and the ability to communicate in a very supportive environment. • Dan LeMaitre is a long time local resident, the founder and co-owner of Nantucket Seafood, and is connected and respected by our local growers. He brings knowledge of best practices in food handling, staff development and management. His connection to the local cannabis industry will help build our Co-op and Craft Grower initiative. • Joanna Roche is a long time Nantucket resident with an expertise in the spa management industry. Joanna was formerly the spa manager of the Westmoor Club, is member of Town Mass Medi-Spa Inc – Town of Nantucket Proposal, Cover Letter 3 Finance Committee, and is the parent of local school children. Joanna will ensure that MMSI operates as a quality facility. • Andrew Spollett is a long time Nantucket resident and is the head vegetable farmer at Bartlett’s Farm. He brings substantial local farming and food safety experience and is a Board Member of Community Farm and Sustainable Nantucket. Andrew will ensure that MMSI offers the best and safest projects and is tied into our local grower community. • Helene Weld is a year-round Nantucket resident and a nurse. She has served for many years on the Nantucket Board of Health, as a member and as Chair. She also is on the Board of the Maria Mitchell Association, whose educational programs for the young and old have been a mainstay of the island community. Helene will ensure that MMSI’s medical and philanthropic approaches are solid, and that education is the cornerstone of our endeavors as well. MMSI was founded when the state regulations required that Medical Marijuana licenses were restricted to non-profit corporations. While that is no longer a requirement, MMSI is proud to proceed under that model, as it allows us to engage in a community sensitive approach, not a profit-oriented approach. To further assist with the community involvement, MMSI has developed a Community Advisory Board, which will help bring in various community voices on important issues, as well as decisions for charitable giving. The Community Advisory Board includes a group of individuals who have served and contributed to the Nantucket community for many years as well. They include: • Mike Boylan owns and operates the UPS Store on Nantucket and Martha’s Vineyard. He served on the Nantucket Chamber of Commerce Board of Directors holding the positions of Director, Vice President of the Executive Board and on the Membership, Financial, and Student Scholarship Committees. • Sunny Daily is a proud Nantucket resident, an experienced doula, an internationally certified childbirth education, a LaLeche League Leader, student midwife, EMT, and mother of two. She is currently working on an associates of midwifery degree through the MEAC accredited National College of Midwifery. She also teaches childbirth education classes privately, and at the Nantucket College Hospital since 2007. • Jim Gross: Owner, Nantucket Land and Sea. Jim has been an on-island resident for 45 years. He has owned Nantucket Land and Sea for 35 years, which is a standby generator company servicing Nantucket's boating community as well as all residential and commercial properties. He is the unofficial dean of beekeeping on the island as well as one of the finest gardeners/ horticulturists on Nantucket. • Laurie Richards has lived on Nantucket for 18 years. She is a photographer who owns her own studio, Pixel perfect. Her children, Mookie and Caroline graduated from Nantucket High School. She managers Core, the Pilates studio and clothing store downtown. She serves on the board of FONPS and was the Advisor for Veritas for 2 years. • Dirk Roggeveen has recently been battling Lymphoma and involved with many Nantucket residents in similar situations. He was a long-time member and Chair of the Historic District Commission, and Administrator of the Nantucket Conservation Commission. He also was very Mass Medi-Spa Inc – Town of Nantucket Proposal, Cover Letter 4 involved in the Nantucket Boy Scouts as a leader and member of the local Board. His family traces back to the original settlers of the island, and he raised three children on Nantucket. • Jacques Zimicki has been a Nantucket resident for 40 years. For years, he was a midwife and specialist in women’s healthcare issues. He had a medical research lab specializing in microbiology and disease control, as part of Evergreen State College. He is a member of Nantucket’s Tipping Point as its science advisor and expert on hydroponics. He is also very involved with the Nantucket Water Company and Nantucket aquifer issues. He is an active leader with the local growers on Nantucket. In addition to the Executive Management Board and the Community Advisory Board, MMSI has designated long time Nantucket resident Michael Alpert as our Director of Security. Having moved to Nantucket in 1993 from New York, Michael has been a year-round resident for 25 years. In 2001 Michael started his business Nantucket Media Systems whose primary focus is home automation systems, home theaters, surveillance systems, and networking. Nantucket Media Systems has installed systems in many of Nantucket's nicest homes. Legal counsel services are provided by Nantucket resident Steven Cohen. DEEP FUNDING ASSURES NANTUCKET A COMMITTED LONG-TERM OPERATOR The relationship to SSBP also means that MMSI has access to significant funding and resources that will ensure that we are operating on Nantucket for the long-haul. We have plans designed by Emeritus, a local architect and have hired The Andersen Company, a local contractor to start the construction planning process as soon as the license is awarded. There is no risk of funding shortfalls that would allow anything other than a first-class roll-out and a year-round operation of a successful Nantucket cultivation and retail facility. What we have found historically is that many applicants can apply for licenses giving the appearances that they are local, but then go raise money from outside investors after the license is awarded. This is not the case for MMSI: we have already chosen our funding partner. Moreover, compared to any of our competition, we will have the best ability to withstand the fluctuations of a seasonal economy while maintaining our ambitious plans to support meaningful charitable programs, cooperate in public health programs, fund local research projects, our give back to our Nantucket community. Not only is this level of resources important to the vitality of our Nantucket operations, it also means that our well-vetted business plan can be implemented without exception. This is particularly important when it involves staff hiring, training and retention. MMSI will not only be providing jobs to our local island residents, it will also be providing training that is both necessary and costly to ensure and maintain the quality of all our operations. It is our commitment that all jobs be awarded to local residents, and that these jobs will have competitive salaries and benefit packages. MMSI is prepared to build, buy, or rent employee housing, as needed, both for year-round and seasonal employees. Our facilities will be supported by cutting-edge security and environmental systems. Our local staff will have access to the most advanced policies and procedures for community education and counseling. Finally, this solid foundation means better product. MMSI has access to an unparalleled seed library and experience with growing and recommending dosages and strains for targeting specific diseases. Mass Medi-Spa Inc – Town of Nantucket Proposal, Cover Letter 5 MMSI is engaging in the necessary steps to establish a Nantucket-friendly retail/growing site in an area where community impact is minimalized, and securing a property large enough to provide necessary employee housing as needed. At this time, we have control of two proposed sites. MMSI is applying for consideration with both cannabis sites and will work closely with the Town of Nantucket on their preferred location. MMSI has the option to build a facility at 40 Old South Road, which is one of the largest lots in the CN zoning District at over 25,000 SF. This is a premium location with almost no abutters and is uniquely located with accessibility by car, bike, foot, or bus. MMSI has also secured the option to build a facility at 11, 13, 15, and 17 Tomahawk Road, which is a series of lots that total 20,000 SF in the CI Zoning District. While this site is not as optimal for a retail location, it has no residential abutters and has access via two major traffic arteries (Old South Road and Milestone Road). Either of the two options are materially better than the substantially smaller sites controlled by the other applicants. Each MMSI site allows for more medical and retail space, more growing and storage space, local craft cultivator growing space, more parking, better traffic flow, and better security. Both sites are zoning compliant, and are compliant with state buffer requirements. Additionally, MMSI also has control of 4 Forest Avenue, a 20,000 SF lot in the RC-2 District that abuts 40 Old South Road. This lot could be used for future expansion, or meet immediate needs, such as off-site parking, employee housing, or for use by a charitable organization. Regardless of the location, MMSI will provide NRTA bus passes to all of its employees and install bike racks to encourage less vehicle traffic. We believe both locations provide substantially more parking that any of our competitor’s locations, offer sufficient loading and delivery options, and are easily accessible from the Police and Fire stations. For either location MMSI will offer a valet parking service, online appointment scheduling, a courtesy vehicle for transporting patients, and cooperate with the Town on adding sidewalks, bike lanes, turning lanes, and any other recommended improvements for access. MMSI also has the experience and resources in place to professionally quickly and efficiently tackle each Massachusetts and Nantucket permitting steps. Specifically, at the local level, we have obtained the services of Steven Cohen (legal and land use), Matthew McEachern (Architect) and Paul Santos (Surveyor), as well as the best local general contractors on the island. MMSI also has an expertise in state permitting and has already in place (unlike our competitor, ACK Natural) a Provisional Certificate of Registration from the State Department of Public Health. This is a prerequisite for any MRE or MMTC to continue toward final certification to open for business. Further, as MMSI acquired this PCR before July 1, 2017, we can apply to the state Cannabis Control Commission as a Priority Applicant for recreational use, potentially saving months of review time. MMSI is highly confident it will achieve a Final Certificate of Registration from DPH as soon as it gets the non-opposition letter from the Town of Nantucket. MMSI will sign the proposed Host Community Agreement as was presented by the town and then prepare to file its priority application with the CCC. MMSI has building designs ready for submission to the Historic District Commission and has relationships with engineers that have worked on and permitted similar facilities already. MMSI Mass Medi-Spa Inc – Town of Nantucket Proposal, Cover Letter 6 expects that it can have all of its permits and licenses in hand within 3-4 months, construction starting by summer of 2019, employees hired and trained, and the facility open and operating by Spring of 2020. MMSI’s relationship with SSBP will ensure that its plans for nuisance mitigation (including light, noise, emissions, odor, debris), minimization of water use, wastewater treatment, use of renewable energy sources; fire safety, recycling and handling of solid waste, security plan (for location, facility, interior environment, data and products), and plan for testing of products are all at or above the best practices available. In particular, MMSI is proud that it will be implementing a state of the art in house lab testing facility that will far exceed the minimum requirement under the island exemption in state law. Additionally, MMSI has relationships with MCR Labs, a Massachusetts cannabis testing lab, and Vitale Scientific Associates (VSA), who helped advise the DPH, wrote the Massachusetts testing regulations for all state marijuana facilities, and were contracted to conduct third-party audits on all testing labs licensed by the Commonwealth. These third-party companies will work with us to setup our lab and provide technical expertise and ongoing support. Public Health and Safety is a critical concern for MMSI, not a budget matter. MMSI will ensure the design of our facility, product packaging, signage and marketing plan will be sensitive to the fabric of the Nantucket community. We are committed to using environmentally sensitive materials in our packaging and avoid the use of plastics and other non-biodegradable materials whenever possible. All marketing activities will be limited to ensure compliance with all Massachusetts requirements, particularly regarding rules prohibiting marketing to anyone under 21 years of age. MMSI is very proud to submit this RFQ response, and feel that we are the strongest candidate for the second Island license. We look forward to meeting with the review committee as soon as possible. If the review committee or any Town staff or officials would like a tour of a cultivation, processing and/or retail facility, please let us know and we can arrange for that to happen at your convenience. Thank you for taking the time to review this proposal. Signed, ______________________________________________________________ By: Daniel C. LeMaitre Title: Controlling Person, Executive Management Board Mass Medi-Spa, Inc. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 1. Business Information Name, DBA or business name; documentation of Massachusetts business registration; and required certificates of good standing; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 1 1 MMSI Business Documentation Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Enclosed are the following Mass Medi-Spa, Inc (MMSI) documents: • Articles of Organization • Massachusetts Secretary of State Certificate of Good Standing • Massachusetts Department of Revenue Certificate of Good Standing • Federal EIN The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $35.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Special Filing Instructions Articles of Organization (General Laws, Chapter 180) Federal Employer Identification Number: 001113511 (must be 9 digits) ARTICLE I The exact name of the corporation is: MASS MEDI-SPA INC. ARTICLE II The purpose of the corporation is to engage in the following business activities: THE CORPORATION IS ORGANIZED FOR SPECIFIC CIVIC, EDUCATIONAL, AND SCIENTIFIC PURPOSES. ALL FUNDS, WHETHER INCOME OR PRINCIPAL, AND WHETHER ACQUIRED BY GIFT OR CONTRIBUTION OR OTHERWISE, SHALL BE DEVOTED TO SAID PURPOSES. ARTICLE III A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below: THE CORPORATION SHALL HAVE NO VOTING MEMBERS. THE MANAGEMENT AND AFFAIRS OF THE CORPORATION SHALL BE AT ALL TIMES UNDER THE DIRECTION OF A BOARD OF DIRECTORS, WHOSE OPERATIONS IN GOVERNING THE CORPORATION SHALL BE DEFINED BY STATUTE AND BY THE CORPORATION'S BY-LAWS. NO DIRECTOR SHALL HAVE ANY RIGHT, TITLE, OR INTEREST IN OR TO ANY PROPERTY OF THE CORPORATION. ARTICLE IV Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows: (If there are no provisions state "NONE") AT ALL TIMES THE FOLLOWING SHALL OPERATE AS CONDITIONS RESTRICTING THE OPERATIONS AND ACTIVITIES OF THE CORPORATION: 1. NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF ANY DIRECTOR, OFFICER, OR OTHER PRIVATE PERSON, EXCEPT AS REIMBURSEMENT FOR REASONABLE AND NECESSARY EXPENSES INCURRED IN CONDUCTING THE CORPORATION'S AFFAIRS AND IN CARRYING OUT ITS EXEMPT PURPOSES, OR AS REASONABLE COMPENSATION FOR SERVICES RENDERED; 2. NO SUBSTANTIAL PART OF THE ACTIVITIES OF THE CORPORATION SHALL CONSTITUTE THE CARRYING ON OF PROPAGANDA OR OTHERWISE ATTEMPTING TO INFLUENCE LEGISLATION, OR ANY INITIATIVE OR REFERENDUM BEFORE THE PUBLIC, AND MA SOC Filing Number: 201346331690 Date: 8/7/2013 10:54:00 AM THE CORPORATION SHALL NOT PARTICIPATE IN, OR INTERVENE IN(INCLUDING BY PUBLICATION OR DISTRIBUTION OF STATEMENTS), ANY POLITICAL CAMPAIGN ON BEHALF OF, OR IN OPPOSITION TO, ANY CANDIDATE FOR PUBLIC OFFICE; AND 3. THE CORPORATION SHALL NOT LEND ANY OF ITS ASSETS TO ANY OFFICER OR DIRECTOR OF THIS CORPORATION [UNLESS SUCH LOAN PROGRAM IS REGULARLY CONDUCTED AS PART OF THE ACTIVITIES OF THE ORGANIZATION AND THE QUALIFICATION OF THE INDIVIDUAL TO PARTICIPATE IN SAME IS DETERMINED BY A PANEL COMPRISED SOLELY OF NON- BOARD MEMBERS], OR GUARANTEE TO ANY PERSON THE PAYMENT OF A LOAN BY AN OFFICER OR DIRECTOR OF THIS CORPORATION. Notes: The preceding four (4) atricles are considered to be permanent and may only be changed by filing appropriate Articles of Amendment. ARTICLE V 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. ARTICLE VI The effective date of organization 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 of filing. 08/07/13 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: No. and Street: 84 POLPIS RD City or Town: NANTUCKET State: MA Zip: 02554 Country: USA b. The name, residential street address and post office address of each director and officer of the corporation is as follows: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT JEFFREY C ROOS 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 2020 TREASURER ELIZABETH RACHEL ROOS 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 2020 SECRETARY ELIZABETH RACHEL ROOS 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 2020 CCO JOE STEVENS 14 ELS WAY SUSSEX, NJ 07461 USA 14 ELS WAY SUSSEX, NJ 07461 USA 2020 OFFICER DAVID WILLIAM COFFIN 84 POLPIS RD. NANTUCKET, MA 02554 USA 84 POLPIS RD. NANTUCKET, MA 02554 USA 2020 DIRECTOR JEFFREY C ROOS 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 2020 c. The fiscal year (i.e., tax year) of the business entity shall end on the last day of the month of: December d. The name and business address of the resident agent, if any, of the business entity is: Name: D.W. COFFIN No. and Street: 84 POLPIS RD. City or Town: NANTUCKET State: MA Zip: 02554 Country: USA I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not been similarly convicted. If so convicted, explain: JEFFREY ROOS DW COFFIN ELIZABETH ROOS JOSEPH STEVENS IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address (es) beneath each signature do hereby associate with the intention of forming this business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 7 Day of August, 2013. (If an existing corporation is acting as incorporator, type in the exact name of the business entity, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said business entity and the title he/she holds or other authority by which such action is taken.) JEFFREY ROOS DW COFFIN ELIZABETH ROOS JOSEPH STEVENS © 2001 - 2013 Commonwealth of Massachusetts All Rights Reserved THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: WILLIAM FRANCIS GALVIN Secretary of the Commonwealth August 07, 2013 10:54 AM MA SOC Filing Number: 201346331690 Date: 8/7/2013 10:54:00 AM MASS MEDI-SPA 84 POLPIS RD NANTUCKET MA 02554-2356 Commonwealth of Massachusetts Department of Revenue Christopher C. Harding, Commissioner mass.gov/dor CERTIFICATE OF GOOD STANDING AND/OR TAX COMPLIANCE Case ID: L1056190592 April 10, 2018 0-000-556-108 Letter ID: Notice Date: The Commissioner of Revenue certifies that, as of the date of this certificate, MASS MEDI-SPA is in compliance with its tax obligations under Chapter 62C of the Massachusetts General Laws. This certificate doesn't certify that the taxpayer is compliant in taxes such as unemployment insurance administered by agencies other than the Department of Revenue, or taxes under any other provisions of law. This is not a waiver of lien issued under Chapter 62C, section 52 of the Massachusetts General Laws. Why did I receive this notice? What if I have questions? Visit us online! Visit mass.gov/dor to learn more about Massachusetts tax laws and DOR policies and procedures, including your Taxpayer Bill of Rights, and MassTaxConnect for easy access to your account: • Review or update your account • Contact us using e-message • Sign up for e-billing to save paper • Make payments or set up autopay If you have questions, call us at (617) 887-6367 or toll-free in Massachusetts at (800) 392-6089, Monday through Friday, 8:30 a.m. to 4:30 p.m.. Edward W. Coyle, Jr., Chief Collections Bureau In testimony of which, I have hereunto affixed the Great Seal of the Commonwealth on the date first above written. Secretary of the Commonwealth The Commonwealth of Massachusetts Secretary of the Commonwealth State House, Boston, Massachusetts 02133 William Francis Galvin Secretary of the Commonwealth Date: To Whom It May Concern : I hereby certify that according to the records of this office, is a domestic corporation organized on I further certify that there are no proceedings presently pending under the Massachusetts Gen- eral Laws Chapter 180 section 26 A, for revocation of the charter of said corporation; that the State Secretary has not received notice of dissolution of the corporation pursuant to Massachu- setts General Laws, Chapter 180, Section 11, 11A, or 11B; that said corporation has filed all annual reports, and paid all fees with respect to such reports, and so far as appears of record said corporation has legal existence and is in good standing with this office. Certificate Number: Verify this Certificate at: http://corp.sec.state.ma.us/CorpWeb/Certificates/Verify.aspx Processed by: April 10, 2018 MASS MEDI-SPA INC. August 07, 2013 18040205840 Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 2. Property and Zoning Information Proposed address for facility; proof of property interest/site control (i.e. deed, lease or NOI to lease) and proof of the proposed location’s compliance with local zoning requirements, including location within the permitted zoning district and compliance with required buffers; Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 2 1 MMSI Zoning and State Buffer Compliance Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Mass Medi-Spa, Inc. (MMSI) controls two properties that are proposed as potential locations for a co- located Retail Marijuana Establishment and Medical Marijuana Treatment Center. At each potential RME & MMTC site, the proposed use is as an integrated grow, process, test, and retail facility with no other uses in the lot. All three locations are on paved and improved roads with Town Water, Town Sewer, and other utilities within the road. None of the locations are subject to wetlands or wetlands buffer zones, and MMSI has a MESA “No Take” letter for the small area of the 40 Old South Road lot that is MESA mapped. 40 Old South Road This lot contains about 25,307 SF of lot area in the CN Zoning District, with well over 100 feet of frontage on OSR and also on Forrest Ave where only 7,500 feet of lot area and 50 feet of frontage are required. The lot was created under an ANR subdivision and is oversized with extra frontage. It is a legally buildable lot and both the Recreational Marijuana Establishment and Medical Marijuana Treatment Center uses are allowed by Special Permit under 139-7A. This location is not within 500 feet of a school or state licensed day care facility. There is a proposed Bylaw amendment, now pending at the Attorney General’s Office that would provide that “except where co-located, a separation of 2,000 feet, measured by lot lines, is required between RMEs. This is not problematic for 40 Old South Road because 1) we assert that the exception applies to facilities where an RME and MMTC are co-located and that the rule for separation applies only to freestanding RMEs, 2) that the rule is not effective, as it has not yet been approved by the AGO, and 3) that there is currently no licenses RME on Nantucket. The Green Lady only has an Adult Use Host Community Agreement, not a license, and is not open or operating in that capacity. MMSI has filed two Warrant Articles to clarify this issue, which will likely be voted on in April 2019, likely before there is an RME on Nantucket. Regardless, MMSI has secured an alternative site without this question. 11, 13, 15, and 17 Tomahawk Road This lot contains about 20,000 SF of lot area in the CI Zoning District, about 160 feet frontage on Tomahawk Road where only 15,000 feet of lot area and 75 feet of frontage are required. The lot was created under an AR subdivision and is oversized with extra frontage. It is a legally buildable lot and both the Recreational Marijuana Establishment and Medical Marijuana Treatment Center uses are allowed by Special Permit under section 139-7A. This location is not within 500 feet of a school or state licensed day care facility. It is also not within 2,000 feet of the proposed Green Lade RME at 11 Amelia Drive. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 2 1 MMSI Property Info: Option 1 Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Enclosed are the following Mass Medi-Spa, Inc (MMSI) documents regarding their property located at: 40 Old South Road, Nantucket, MA 02554. • Deed • GIS Map • Abutters Map • Abutters List • MESA Letter • Site Plans • Exterior Building Plans • Floor Plan 159515 Cert:27030 Doc: DD Registered: 09/18/2018 09:08 AM QUITCLAIM DEED I, BRIAN K. HOLDGATE a/k/a BRIAN HOLDGATE, with an address of P.O. Box 93569, Southlake, Texas 75092 for and in consideration paid in the amount of THREE MILLION THREE HUNDRED THOUSAND AND NO/100 ($3,300,000.00) DOLLARS grant to ACREAGE MASSACHUSETTS, LLC, a Delaware limited liability company duly registered in Massachusetts, with an address of 366 Madison Avenue, 11 th Floor, New York, NY 10017 with QUITCLAIM COVENANTS, The vacant land now known and numbered as 40 Old South Road, Nantucket Town and County, Massachusetts, bounded and described as follows: Lot 1 upon Plan numbered 32880-B, drawn by Josiah S. Barrett, Surveyor, dated January 6,1973, and filed with Certificate of Title No. 6817 at the Registry District of Nantucket County. For title, see Certificate of Title No. 26538 filed at the Registry District of Nantucket. And The vacant land known and numbered as 4 Forrest Avenue, Town and County of Nantucket, Massachusetts, bounded and described as follows: Lot 4 on plan numbered 32880-C drawn by Josiah S. Barrett, surveyor dated June 30, 1974, and filed with Certificate of Title No. 7239, at the Registry District of Nantucket County. For title, see Certificate of Title No. 23546 filed at the Registry District of Nantucket. 159515 Said Lot 1 is subject to, and has the benefit of the following matters ofrecord at the Registry District of Nantucket County, to wit: 1) Order of Taking by the County of Nantucket for the layout of Old South Road dated October 239, 1975, registered on October 31, 1975, as Document No. 16561 on Certificate of Title No. 26538. (2) Bike Path Easement given the County of Nantucket dated December 8, 2004, registered on March 2, 2005, as Document No. 110960 on Certificate of Title No. 26538. (3) Order of Layout by the County of Nantucket for the Old South Road Bike Path dated March 9, 2005, registered on March 30, 2005, as Document No. 111272 on Certificate of Title No. 26538. (4) Order of Layout by the County ofNantucket for the Old South Road Bike Path dated March 9, 2005, registered on March 30, 2005, as Document No. 111273, on Certificate of Title No. 26538. Said Lot 4 is subject to, and has the benefit of the following matters of record at the Registry District of Nantucket County, to wit: (I) Nantucket Planning Board Covenant dated September 9, 1974, registered on October 8, 1974, as Document No. 15647, as affected by a Release dated October 10, 2008, registered on November 13, 2008, as Document No. 125636, on Certificate of Title No. 23546. (2) Easement given Nantucket Electric Co. dated July 16, 1975, registered on July 16, 1975, as Document No. 16247, on Certificate of Title No. 23546. 159515 I, Brian K. Holdgate, a/k/a Brian Holdgate, am married to Sandra G. Izzarelli, who has signed below waiving any rights of homestead. I, Sandra G. Izzarelli, married to Brian K. Holdgate, a/k/a Brian Holdgate, join in this Deed for the purpose of releasing any right of homestead that I may have in the properties described above pursuant to M.G.L. c. 188. We state that we are married to each other and neither ofus has an ex-spouse or civil union partner who occupies or intends to occupy the land as a principal residence or is entitle to claim the benefit of an existing estate of homestead in the above properties by court order or otherwise. SIGNATURE PAGE TO FOLLOW l 159515 MASSACHUSETTS EXCI TAX ' /~A Nantucket County R #16 001 ~ Date: 09/18/201 9:08 AM Ctrl# 463593 Fee: $15, WITNESS my hand under seal this /J.ffe day of September 2018. NANTUCKET LAND BANK CERTIFICATE ~d $ la, 00') CAJ 0Exempt _____ 1 0Non-appllcable Lloo lc.f 9-lt-~-,-,R::-• No. Date Authorlza1lon ~ (County) Brian K. Holdgate a/k/a Brian Holdga STATE OF TEXAS September /3~ 2018 On this jJ!f. day of September 2018, before me, the undersigned notary public, personally appeared BRIAN K. HOLDGATE a/k/a BRIAN HOLDGATE (a) X personally known to me, or (b) __ proved to me through satisfactory evidence of identification which was ---------~ to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as his free act and deed. i.''''~W,,,,. EVAN J FELDMAN li~ft-:; Notary Public, State of Texas ;,;_! .. "'/lj comm. Expires 01-28-2019 "'lll,'oi~-S' Notary ID 1147578-0 ,, .. ,,. (seal) No 1c Signature ~LL My::ion Expires: ,~/4 159515 WITNESS my hand under seal this /~ day of September 2018. STA TE OF TEXAS D.:>l(;,S September\~ 2018 (County) On this ~ day of September 2018, before me, the undersigned notary public, personally appeared SANDRA G. IZZARELLI (a) X personally known to me, or (b) __ proved to me through satisfactory evidence of identification which was ____ _ to be the person whose name is signed on the preceding or attached document, and acknowledged to me that she signed it voluntarily for its stated purpose as her free act and deed. ~~'J.'f_:J.1,~ EVAN J FELDMAN /ft:A..::~i Notary ~ublic, State of Texas ·~.~••.~-~~ Comm. Expires 01·28-2019 ~~~····~:.:~ ~,,,,flt,,,,,~ Notary ID 1147578-0 (seal) 159515 I> ,_, 1/1 0 iD 0,, 0 ::, !• '1 z 0 l=I ,, . ' ~.,.~·~ ~:..., i:.r; iO "O 1~ (r:'J 8 1.-::: :::ct -l C, 0 1:";I :z: 0 Town and County of Nantucket, MA June 13, 2018 Property Information Property ID 68 157 Location 59 OLD SOUTH RD Owner OLD SOUTH RETAIL I LLC MAP FOR REFERENCE ONLY NOT A LEGAL DOCUMENT Town and County of Nantucket, MA makes no claims and no warranties, expressed or implied, concerning the validity oraccuracy of the GIS data presented on this map. Parcels updated December, 2014 Properties updated 06/13/2018 1" = 184 ft Town and County of Nantucket, MA June 7, 2018 Property Information Property ID 68 157 Location 59 OLD SOUTH RD Owner OLD SOUTH RETAIL I LLC MAP FOR REFERENCE ONLY NOT A LEGAL DOCUMENT Town and County of Nantucket, MA makes no claims and no warranties, expressed or implied, concerning the validity oraccuracy of the GIS data presented on this map. Parcels updated December, 2014 Properties updated 06/07/2018 1" = 369 ft ID Site Address Owner Name USE 68 583 99 GOLDFINCH DR EL KAM REALTY COMPANY Res. 68 733 9 MAYFLOWER CI RICHMOND GREAT POINT DEVEL Res. 68 734 7 MAYFLOWER CI RICHMOND GREAT POINT DEVEL Res. 68 999.2 71 OLD SOUTH RD RICHMOND GREAT POINT DEVEL Vacant 68 584.1 26A BLUEBIRD LN SHETRON GENE E Res. 68 584.2 26 B BLUEBIRD LN BRUSCA RAYMOND J & LAURA G Res. 68 248 73A OLD SOUTH HOUSING NANTUCKET INC Res. 68 248.1 OLD SOUTH RD NHA PROPERTIES INC Res. 68 194.1 7 CHICORY PL MEADOWS ONE ACK LLC Res. 68 197.1 4 CHICORY PL MEADOWS ONE ACK LLC Res. 68 198.1 2 CHICORY PL MEADOWS ONE ACK LLC Res. 68 994.1 97C GOLDFINCH BATCHELDER CHARLES Res. 68 994.2 97 D GOLDFINCH WILSON FRED S & HOLLY JEAN Res. 68 994.3 97 E GOLDFINCH CROWE JAMES B Res. 68 994.4 97 A GOLDFINCH PETERSON ERIC & ERSU DORUK Res. 68 994.5 97 B GOLDFINCH WEINER ANDREW D & CHRISTINE A Res. 68 18.1 50 OLD SOUTH RD NANTUCKET ISLANDS LAND BANK Res. Conserve. 68 18.2 54 OLD SOUTH RD MAURY LAWRENCE M & MICHELLE B Retail 68 18.3 54.5 OLD SOUTH MAURY LAWRENCE M & MICHELLE B Retail 68 57 20 DAVKIM LN RICHMOND GREAT POINT DEVEL Indstrl. 68 82 OLD SOUTH RD STATE OF MASSACHUSETTS Conserve. 68 83 56 OLD SOUTH RD LEMAITRE DANIEL TRUSTEE Fish Mkt 68 84 58 OLD SOUTH RD US REIF MARINE NANTUCKET FEE Res. 68 85 64 OLD SOUTH RD VALERO WARREN G & RICHARD A Grden Ctr 68 85.2 62 OLD SOUTH RD OLD SOUTH ROAD TRUST Flooring 68 85.3 60 OLD SOUTH RD OLD SOUTH ROAD TRUST Grden Ctr 68 85.4 66 OLD SOUTH RD VALERO WARREN G & RICHARD A CPA 68 85.5 68 OLD SOUTH RD VALERO WARREN G & RICHARD A Salon 68 129 73 OLD SOUTH RD RICHMOND GREAT POINT DEVEL Res. 68 130 14 NANCY ANN LN RICHMOND GREAT POINT DEV LLC Offices 68 131 2 GREGLEN AV RICHMOND GREAT POINT PROP LLC Retail 68 132 3 NANCY ANN LN RICHMOND GREAT POINT DEVEL Vacant 68 156 57 OLD SOUTH RD RICHMOND GREAT POINT DEVEL Market 68 158 67 OLD SOUTH RD RICHMOND GREAT POINT DEVEL Retail 68 176 12 NANCY ANN LN RICHMOND GREAT POINT DEVEL Res. 68 177 4 GREGLEN AV RICHMOND GREAT POINT DEVEL Vacant 68 194 5 CHICORY PL MEADOWS ONE ACK LLC Res. 68 195 14 LOVERS LN GAITHER THOMAS A Vacant 68 196 12 LOVERS LN LIMPERIS SAMUEL N & MARSHA E Res. 68 197 3 CHICORY PL MEADOWS ONE ACK LLC Res. 68 198 1 CHICORY PL MEADOWS ONE ACK LLC Res. 68 199 10 LOVERS LN COLEMAN DANIEL & MAUREEN K Res. 68 201 6 LOVERS LN LOVERS LANE LLC Lumber 68 202 4 LOVERS LN READE ARTHUR I JR TR ETAL Auctions 68 203 2 LOVERS LN RICHMOND GREAT POINT DEVOP Liquor 68 204 4 NANCY ANN LN RICHMOND GREAT POINT DEVEL Vacant 68 205 6 NANCY ANN LN RICHMOND GREAT POINT DEVEL Vacant 68 206 8 NANCY ANN LN RICHMOND GREAT POINT DEVEL Vacant 68 207 10 NANCY ANN LN RICHMOND GREAT POINT DEVEL Vacant 68 574 81 GOLDFINCH DR BODENSTAB ALEX B & LYNN C Res. 68 575 83 GOLDFINCH DR GERAGHTY JAMES & SUSAN Res. 68 576 85 GOLDFINCH DR RUSTAD BINTH Res. 68 577 87 GOLDFINCH DR BYRNE JAMES Res. 68 578 89 GOLDFINCH DR DIX LORY L & WHITE LISA TRST Res. 68 579 91 GOLDFINCH DR WHITE MICHAEL Res. 68 580 93 GOLDFINCH DR GRAY NATHAN & MICHELLE Res. 68 581 95 GOLDFINCH DR NANTUCKET TOWN OF Res. 68 585 24 BLUEBIRD LN DAUME SHEILA B Res. 68 586 22 BLUEBIRD LN PLANZER NEIL R & ANDREA N Res. 68 587 20 BLUEBIRD LN COUSINS LIZA K Res. 68 588 18 BLUEBIRD LN SULLIVAN STEPHEN J & MARY ANN Res. 68 589 16 BLUEBIRD LN RENZULLI SUSAN L ETAL Res. 68 591 12 BLUEBIRD LN 12 BLUEBIRD LANE LLC Res. 68 592 10 BLUEBIRD LN KELLEY JAMES A & SHARON B Res. 68 590 14 BLUEBIRD LN ROETHKE STEVEN M & JILL H Res. 68 633 24 KITTIWAKE LN FREEDMAN DEBRA O TRUSTEE Res. 68 634 0 KILLDEER LN DOWLING ROBERT M & JO L Res. 68 635 11 BLUEBIRD LN TROAST WILLIAM D & CRISS L Res. 68 636 9 BLUEBIRD LN ACK JWT LLC Res. 68 637 7 BLUEBIRD LN ROBERTS NATHEN A & TRACY L TR Res. 68 657 2 KILLDEER LN SMITH STEVEN & SANDRA TR Res. 68 658 4 KILLDEER LN CABRAL HERB & HARRIGAN ANNE Res. 68 659 6 KILLDEER LN GORDON MICHAEL J Res. 68 660 8 KILLDEER LN LAMB ELIZABETH A Res. 68 661 10 KILLDEER LN MARTIN LAURA TITTMANN Res. 68 693 88 GOLDFINCH DR MONTGOMERY CRAIG T & DIANE B Res. 68 694 90 GOLDFINCH DR KATZ JON M & ANDREA T Res. 68 695 92 GOLDFINCH DR COTTER COURTNEY F Res. 68 696 94 GOLDFINCH DR CURREN MICHAEL L & NANCY M Res. 68 697 96 GOLDFINCH DR KELLEY JONATHAN Res. 68 698 98 GOLDFINCH DR MALLOY PATRICIA H TRST Res. December 20, 2018 Acreage Massachusetts LLC 366 Madison Avenue, 11th Floor Nantucket MA 10017 RE: Project Location: 40 Old South Road/4 Forrest Avenue, Nantucket Project Description: Commercial Building NHESP File No.: 18-38225 Dear Applicant: Thank you for submitting the MESA Project Review Checklist, site plans (dated October 15, 2018) and other required materials to the Natural Heritage and Endangered Species Program of the MA Division of Fisheries & Wildlife (the “Division”) for review pursuant to the Massachusetts Endangered Species Act (MESA) (MGL c.131A) and its implementing regulations (321 CMR 10.00). Based on a review of the information that was provided and the information that is currently contained in our database, the Division has determined that this project, as currently proposed, will not result in a prohibited Take of state-listed rare species. This determination is a final decision of the Division of Fisheries & Wildlife pursuant to 321 CMR 10.18. Any changes to the proposed project or any additional work beyond that shown on the site plans may require an additional filing with the Division pursuant to the MESA. This project may be subject to further review if no physical work is commenced within five years from the date of issuance of this determination, or if there is a change to the project. Please note that this determination addresses only the matter of state-listed species and their habitats. If you have any questions regarding this letter please contact Emily Holt, Endangered Species Review Assistant, at (508) 389-6385. Sincerely, Thomas W. French, Ph.D. Assistant Director cc: Paul Santos, Nantucket Surveyors, LLC 40 OSR 4 Forrest Ave UPUP32'-0" 8'-5 1/2"83'-0"84'-0"6'-0"37'-0" 10'-0" 37'-0" 123'-5 1/2" 7'-11"13'-1"Security 10'-0"7'-7"6'-0"5'-0"7'-7"Sitting/Waiting Vault Lab Dry Extraction Kitchen Package Break Room ADA Lift LULA 13'-6"15'-5"20'-10"10'-0"46'-1"25'-10"13'-6" 14'-7"9 1/2"16'-9"17'-5" 9 1/2" 17'-4 1/2" 9 1/2" 10'-3 1/2" 9 1/2" 17'-4 1/2" 9 1/2" 17'-5" 14'-11"5'-0"15'-2 1/2"20'-6 1/2"29'-4 1/2"16'-5 1/2"6'-1"6'-1"11'-0"7'-7"23'-2 1/2" 11'-9"11'-0"10'-1 1/2"20'-8"13'-8 1/2"13'-5"10'-0"6'-1" 10'-8"2'-0" 3'-6" 2'-6" 3'-6" 2'-6" 3'-6" 2'-6" 6'-11"12'-5 1/2"19'-0 1/2" Flower 1 Flower 2 14'-5 1/2"30'-0" Utility Veg. 110'-3 1/2"13'-5 1/2" 13'-5 1/2"10'-0"C110'-0"13'-2"14'-7"C W5'-0" C 10'-0"4'-0"4'-0" T Vault10'-0"17'-9"20'-1 11/32"10'-4"4'-0" Map & Parcel: Current Zoning: Minimum Frontage: Front Setback: Side/Rear Setback: 8 Williams Lane Nantucket, MA 02554 P. 508.325.4995 F. 508.325.6980 www.emeritusdevelopment.com Zoning InformationNantucket Dispensary 40 Old South Road Nantucket, MA 02554 ------ ------ ------ ------ ------ First Floor Plan SK.110.26.18 Sc: 3/32" = 1'-0" DNDN8'-4" Break Room20'-3"19'-11 1/2" Office Space Office Space7'-6"28'-6"9 1/2"16'-9"9 1/2"19'-6"9 1/2"14'-11 1/2"36'-6 1/2"14'-5" 5'-3"5'-9"17'-5" 9 1/2" 17'-4 1/2" 9 1/2" 10'-3 1/2" 9 1/2" 17'-4 1/2" 9 1/2" 17'-5"28'-0 1/2"7'-7"36'-1" 10'-5 1/2" Break Room Map & Parcel: Current Zoning: Minimum Frontage: Front Setback: Side/Rear Setback: 8 Williams Lane Nantucket, MA 02554 P. 508.325.4995 F. 508.325.6980 www.emeritusdevelopment.com Zoning InformationNantucket Dispensary 40 Old South Road Nantucket, MA 02554 ------ ------ ------ ------ ------ Second Floor Plan SK.210.26.18 Sc: 3/32" = 1'-0" Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 2 1 MMSI Property Info: Option 2 Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Enclosed are the following Mass Medi-Spa, Inc (MMSI) documents regarding the property located at: 11, 13, 15 & Tomahawk Road, Nantucket, MA 02554 • Signed Option Agreement • GIS Map, annotated • Abutters Map • Abutters List • Site Plan • Floor Plan Affirmation of Option As of December 19, 2018, I, Michael T. Allen, Trustee of Tidal Creeks Realty Trust (TCRT), under Declaration of Trust dated November 6, 2006, registered with Nantucket Registry District as Document No. 119173, affirm the following: 1)I am the owner of the property now known and numbered as 11 Tomahawk Road, Nantucket, Massachusetts, shown as Lot 174 on Land Court Plan 26984-8. See Certificate of Title No. 24921 at the Nantucket Registry District of the Land Court for record owner. 2)I am the lessee and contract purchaser of the property now known and numbered as 13, 15, and 17 Tomahawk Road, Nantucket, Massachusetts, shown as Lots 175-177 on Land Court Plan 26984-8. Said purchase is contracted in a binding Purchase and Sale Agreement with the owner of record, Kenneth C. Coffin Inc., to close on January 10, 2019. See Certificate of Title 11346 at said Registry District for record owner. 3)I have entered into an Option To Purchase with Acreage Massachusetts LLC, a Delaware limited liability company registered in Massachusetts. Said Option provides the right to purchase said Lots 17 4-1 77 from me at a date certain for a fixed price on fixed terms 4)At any time under this option, AM LLC or is designee may apply, at its own cost and risk, for any permit, license or approval for development of Lots 17 4-1 77, for the development of a state and locally licensed cannabis growing, processing, and sales facility. Executed on the date first above by: Michael T. Allen, Trustee Tidal Creeks Realty Trust Town and County of Nantucket, MA December 22, 2018 Property Information Property ID 69 313 Location 11 TOMAHAWK RD Owner ALLEN ELISA H TRST MAP FOR REFERENCE ONLY NOT A LEGAL DOCUMENT Town and County of Nantucket, MA makes no claims and nowarranties, expressed or implied, concerning the validity oraccuracy of the GIS data presented on this map. Geometry updated 11/13/2018Data updated 11/19/2018 1" = 2541 ft Map Theme Legends Aerial Photo, 2014 PARCELS Town and County of Nantucket, MA December 22, 2018 500 Ft abutter map 11 Tomahawk Property Information Property ID 69 313 Location 11 TOMAHAWK RD Owner ALLEN ELISA H TRST MAP FOR REFERENCE ONLY NOT A LEGAL DOCUMENT Town and County of Nantucket, MA makes no claims and nowarranties, expressed or implied, concerning the validity oraccuracy of the GIS data presented on this map. Geometry updated 11/13/2018Data updated 11/19/2018 1" = 1270 ft Map Theme Legends Aerial Photo, 2014 PARCELS ID Site Address Owner Name Use 69 350 7 SPEARHEAD RD TWO GOATS LLC Commercial 69 58.1 6 B ARROWHEAD DR DEX DOG LLC Commercial 69 303 2 TOMAHAWK RD GIBSON STEVEN W & KARA C Commercial 69 304 5 ARROWHEAD DR GIBSON STEVEN W & KARA C Commercial 69 305 7 ARROWHEAD DR GLIDDEN RICHARD J TRST Commercial 69 306 1 SPEARHEAD RD GLIDDEN RICHARD J TRST Commercial 69 307 2 SPEARHEAD RD ISLAND GAS INC Commercial 69 308 9 ARROWHEAD DR ISLAND GAS INC Commercial 69 309 11 ARROWHEAD DR BJP LLC Commercial 69 310 5 TOMAHAWK RD RUTHERFORD SETH H & MICHELE A TRSCommercial 69 311 7 TOMAHAWK RD RUTHERFORD SETH H & MICHELE A TRSCommercial 69 312 9 TOMAHAWK RD RUTHERFORD SETH H & MICHELE A TRSCommercial 69 314 13 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 315 15 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 316 17 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 331 4 SPEARHEAD RD ISLAND GAS INC Commercial 69 332 6 SPEARHEAD RD ISLAND GAS INC Commercial 69 333 8 SPEARHEAD RD ISLAND GAS INC Commercial 69 279 3 ARROWHEAD DR KENNETH COFFIN INC Commercial 69 280 1 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 343 34 TOMAHAWK RD NANTUCKET & TOMAHAWK LLC Commercial 69 342 34 TOMAHAWK RD NANTUCKET & TOMAHAWK LLC Commercial 69 338 6 FLINT RD HANLEY MARIANNE TRST Commercial 69 337 4 FLINT RD LOFTUS CHRISTOPHER TRST Commercial 69 336 14 SPEARHEAD RD 14 SPEARHEAD ROAD LLC Commercial 69 335 12 SPEARHEAD RD HUGHES SEPTIC SERVICE INC Commercial 69 334 10 SPEARHEAD RD SANTOS PATRICIA TRST Commercial 69 356 19 SPEARHEAD RD ARROWHEAD DRIVE LLC Commercial 69 355 17 SPEARHEAD RD ARROWHEAD DRIVE LLC Commercial 69 354 15 SPEARHEAD RD KENAKQUAP LLC Commercial 69 353 13 SPEARHEAD RD KENAKQUAP LLC Commercial 69 352 11 SPEARHEAD RD JONES KEVIN J & J THOMAS TRS Commercial 69 351 9 SPEARHEAD RD JONES KEVIN J & J THOMAS TR Commercial 69 349 5 SPEARHEAD RD TWO GOATS LLC Commercial 69 348 3 SPEARHEAD RD GLIDDEN RICHARD J TRST Commercial 69 365 4 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 364 6 TOMAHAWK RD VISCO DONALD T & PHYLLIS J TRST Commercial 69 362 10 TOMAHAWK RD ACK TOMAHAWK LLC Commercial 69 361 12 TOMAHAWK RD WIXTED KRISTINA & DESMOND Commercial 69 360 14 TOMAHAWK RD AIRPORT STOP LLC Commercial 69 359 16 TOMAHAWK RD LOUIE DOG LLC Commercial 69 358 18 TOMAHAWK RD LOUIE DOG LLC Commercial 69 357 20 TOMAHAWK RD CLARKE BROTHERS REALTY LLC Commercial 69 347 34 TOMAHAWK RD NANTUCKET & TOMAHAWK LLC Commercial 69 346 34 TOMAHAWK RD NANTUCKET & TOMAHAWK LLC Commercial 69 326 37 TOMAHAWK RD BURTON GRAHAM N & LUANN M Commercial 69 325 35 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 324 33 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 323 31 TOMAHAWK RD KENNETH C COFFIN INC Commercial 69 322 29 TOMAHAWK RD TRAVAGLIONE RICHARD A TR ETAL Commercial 69 321 27 TOMAHAWK RD MITCHELL KATE TR ETAL Commercial 69 320 25 TOMAHAWK RD TROTT WILLIAM L Commercial 69 319 23 TOMAHAWK RD TROTT WILLLIAM L Commercial 69 318 21 TOMAHAWK RD BYRNE BARRY E Commercial 69 317 19 TOMAHAWK RD BYRNE BARRY E Commercial 78 1 14 AIRPORT RD NANTUCKET TOWN OF Airport 78 2 MACYS LN NANTUCKET TOWN OF Airport 78 2.5 OLD SOUTH RD NANTUCKET AIRPORT COMMISSION Airport 78 2.6 OLD SOUTH RD UPS Airport 69 10.1 154 OLD SOUTH RD NANTUCKET AIRPORT COMMISSION Airport 69 10.3 13 ARROWHEAD DR GREAT POINT PARTNERS LLC Commercial 69 11 138 OLD SOUTH RD 138 OSR LLC Commercial 69 39 136 OLD SOUTH RD MNB LLC Commercial 69 43 8 SQUARE RIGGER RD SANTOS PATRICIA TRUSTEE Commercial 69 45 9 SQUARE RIGGER RD TUTTLE E SANFORD ETAL TRS Commercial 69 46 7 SQUARE RIGGER RD MOORE GREGORY M Commercial 69 52 18 ARROWHEAD DR COLLINS CRONIN & CORCORAN LLC Commercial 69 55 12 ARROWHEAD DR MACDONALD CHARLES TRUSTEE Commercial 69 56 10 ARROWHEAD DR GLYNS MARINE INC Commercial 69 57 8 ARROWHEAD DR GLYNS MARINE INC Commercial 69 58 6 ARROWHEAD DR NORTH ATLANTIC DEVELOPMENT LLC Commercial 69 59 4 ARROWHEAD DR CHAMPOUX LANDSCAPE REALTY TR Commercial 69 60 140 OLD SOUTH RD CHAMPOUX LANDSCAPE REALTY TR Commercial 69 61 142 OLD SOUTH RD DUNN LEE H INC Commercial 69 64 144 OLD SOUTH RD 150 OLD SOUTH ROAD LP Commercial 69 66 152 OLD SOUTH RD BYRNE BARRY E Commercial 69 73 7 TEASDALE CI ALGER SARAH F TRUSTEE Commercial 69 74 5 TEASDALE CI CITY ELECTRIC SUPPLY CO Commercial +MMSI + ACK Natural + this structure was removed + UPUPSecuritySitting/WaitingVaultLabDryExtractionKitchenPackageBreak RoomADA LiftLULAFlower 1Flower 2UtilityVeg.1C1CWCTVault65'-0"123'-5 1/2"40.45'40.60'40.60'40.60'125.30'40.60'40.60'40.60'123.20'10'-0" Setback5'-0" Setback5'-0" Setback5'-0" Setback40.54'162.34'TOMAHAWK ROAD162.25'35'-6"20'-6" 15'-0"LOT 135001.1 SFLOT 145001.1 SFLOT 155001.1 SFLOT 165003.5 SF45.00°16'-0"83'-0"8'-5 1/2" 32'-0"Mechanical6'-0"5'-0"5'-0"5'-0"15'-0"15'-0"8'-6 1/2"2'-0"2'-0"12 3 4 56 7 8910 11Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------Site PlanSK.012.27.181/16" = 1'-0'' 40.45'40.60'40.60'40.60'125.30'40.60'40.60'40.60'123.20'10'-0" Setback5'-0" Setback5'-0" Setback5'-0" Setback40.54'162.34'TOMAHAWK ROAD162.25'35'-6"20'-6" 15'-0"LOT 135001.1 SFLOT 145001.1 SFLOT 155001.1 SFLOT 165003.5 SF45.00°Mechanical15'-0"15'-0"1 2 3 45 6 7 89 10 11Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------Site PlanSK.112.27.181/16" = 1'-0'' UPUP32'-0"8'-5 1/2"83'-0"65'-0"6'-0"29'-6" 6'-0" 29'-6"123'-5 1/2"7'-11"13'-1"Security10'-0"7'-7"6'-0"7'-7"Sitting/WaitingVaultLabDryExtractionKitchenPackageBreak RoomADA LiftLULA13'-6"12'-3 3/8"16'-5 5/8"6'-0"16'-11"13'-6"14'-7" 9 1/2" 16'-9"14'-11"5'-0"15'-2 1/2"16'-9 1/2"21'-7"6'-1"6'-1"9'-6"7'-7"23'-2 1/2"11'-9"9'-6"10'-1 1/2"20'-8"9'-9 1/2"9'-7 1/2"6'-1"1'-6" 8'-6" 2'-6" 4'-7"12'-5 1/2"19'-0 1/2"Flower 1Flower 214'-5 1/2"UtilityVeg. 114'-8 1/2"13'-5 1/2"6'-0"C111'-5"10'-0"10'-3"CWC10'-0"4'-0"4'-0"TVault10'-0"10'-3"20'-1 11/32"5'-0"15'-11" 9 1/2" 9'-4 1/2" 9 1/2"9 1/2" 9'-4 1/2" 9 1/2" 15'-11"6'-6"6'-0"11'-6"20'-6"21'-4 1/2"6'-3"4'-3"5'-0"37'-2 5/32"5'-0"28'-9"28'-9"6'-0"70'-6"24'-6" 16'-0" 24'-6"Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------First Floor PlanSK.212.27.18Sc: 1" = 10'-0" DNDN8'-4"Break Room12'-9"Office Space7'-6"28'-6" 9 1/2" 16'-9" 9 1/2" 19'-6" 9 1/2" 14'-11 1/2"14'-5"5'-3"5'-9"15'-11" 9 1/2" 9'-4 1/2" 9 1/2" 10'-3 1/2" 9 1/2" 9'-4 1/2" 9 1/2" 15'-11"20'-6 1/2"7'-7"28'-7" 6'-5 1/2"Break Room19'-11 1/2"ADA LiftLULA20'-2"9'-8 1/2"7'-7"61'-8"66'-4 1/2"15'-8 1/2"7'-11 1/2"21'-1"6'-0"29'-0 1/2"Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------Second Floor PlanSK.312.27.18Sc: 1" = 10'-0" 612412512412612512412Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------Exterior ElevationsSK.412.27.183/32" = 1'-0"North Elevation3/32" = 1'-0"South Elevation 612412412612612412Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------Exterior ElevationsSK.512.27.183/32" = 1'-0"West Elevation3/32" = 1'-0"East Elevation Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------Perspective ASK.612.27.18 Map & Parcel:Current Zoning:Minimum Frontage:Front Setback:Side/Rear Setback:Zoning InformationNantucket DispensaryTomahawk RoadNantucket, MA 02554------------------------------Perspective BSK.712.27.18 Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 3.Application Primary Point of Contact Contact Information for primary point of contact(s) to discuss application issues; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 3 1 MMSI Contact Person Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment The designated Contact Person for the Mass Medi-Spa Inc (MMSI) Town of Nantucket Proposal for Co- Located Adult Use Marijuana Retail Establishment and Medical Marijuana Dispensary is: Steven Cohen, Counsel to MMSI Cohen & Cohen Law, PC 34 Main Street, 2nd Floor PO Box 786 Nantucket, MA 02554 Phone: (508) 228-0337 Email: steven@cohenlegal.net Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 4. Management Team Experience Names and resumes of all executives, managers, persons, or entities (such as the Applying Entity’s local Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Director of Security) having direct or indirect authority over management, policies or security operations, including description of prior cannabis experience for each, if applicable, and the following additional information; a. experience with growing and processing cannabis in Massachusetts or similar climate conditions; b. experience with growing and processing cannabis for targeted uses; testing and inspecting cannabis products; c. experience with counseling patients and non-patients on cannabis use, including for medical and other conditions; d. relationships with research entities, medical professionals; e. experience with education and support programs, including community, substance abuse prevention and mitigation, veterans support, hospice and disease support; f. experience with product control, diversion prevention, over-sale prevention; g. experience working with local governments, schools and law enforcement; h. experience working with local community groups and non-profits; i. any ties to the Nantucket community; Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 1 MMSI Team Experience Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Overview Mass Medi-Spa, Inc (MMSI) was founded when the state regulations required that Medical Cannabis licenses were restricted to non-profit corporations. While that is no longer a requirement, MMSI is proud to proceed under that model, as it allows us to engage in a community-oriented approach, not just a profit-oriented approach. To further assist with the community involvement, MMSI has developed a local Executive Management as well as a Community Advisory Board, which helps our organization bring in a wide variety community perspectives and voices on important local issues, as well as decisions for charitable giving. The Community Advisory Board includes a group of individuals who have served and contributed to the Nantucket community for many years as well. This model allows Mass Medi-Spa to provide Nantucket with the best of two worlds. Local leadership on the Management Board and Advisory Committee provides important guidance and accountability to the Island in the opening and ongoing management of the licensed facility. National experience fortifies this local know-how, and further furnishes a proven track-record of success unmatched by any other applicant on Nantucket. This national experience also is accompanied with a team of experts in every aspect of cannabis and its application. It is these elements, the dedicated leadership of our local Management Board and Advisory Committee, combined with the experience and professionalism of the national operation, that will do the most to protect Nantucket and our Island community. What is at stake are critical issues like safety and security, and the necessary resources to train and operate in a manner that reflects the positive culture of our organization. Given the relatively recent change in Massachusetts law regarding the production and retail sale of adult-use cannabis, Nantucket virtually has no codified experience in the functions required to operate a cannabis growing facility or retail space. Despite this obvious reality, the we have assembled a strong group of Nantucket residents with experience in related fields. While we have included lists of our local Management Board, Advisory Committee and the operational resource team that will oversee the Nantucket operations, what follows then are specific references to our local experience and national back-up as it relates the individual questions posed by this section of the proposal. A. Experience with growing and processing cannabis in Massachusetts or similar climate conditions: LOCAL Andrew Spollett is a farmer and educator who has been the Vegetable Production Manager at Bartlett’s Farm on Nantucket for nine years, overseeing 100 acres of field production and three acres of greenhouse production. Jacques Zimicki also is an active leader with local growers on Nantucket. NATIONAL Philip Hague is a long-time industry leader, with international acclaim, and has had a productive 17-year horticultural career before he began cultivating medical marijuana. His experience includes: • In 2000, he became a Texas Master Certified Nursery Professional by the Texas Nursery Association & Landscape Association, the highest level of professional certification available. He Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 2 comes from a traditional large-scale commercial controlled agriculture environment. • He has designed, built, staffed, and maintained over 1,000,000 square feet of state licensed indoor cannabis cultivation facilities, and more than 20 acres of greenhouse facilities, in Colorado, Illinois, Massachusetts and New York. • He became Chief Horticulturalist for a major cultivation facility, and in 2016, became the Chief Science Officer and Head of Horticulture in the United States for a major Canadian-US cannabis company. • In 2017, he became the Chief Production Officer of a 90,000-square foot cultivation and manufacturing facility in New York. After transitioning from horticulture into cannabis, he quickly built some of the most successful brands in the industry, gaining the respect of his peers and the media. Winner of multiple prestigious cannabis awards, he has been featured in numerous articles and news programs on the industry. B. Experience with growing and processing cannabis for targeted uses; testing and inspecting cannabis products LOCAL Andrew Spollett also has experience in the organic certification process, as well as coordinating the occupational safety program and the SOP’s for Food Safety Certification for the farm. Dan LeMaitre, as founder and co-owner of Nantucket Seafood Company, took leadership in being HACCP (Hazard Analysis and Critical Control Point) and Serve Safe food safety and monitoring manager, retail sales and inventory management, payroll management, liaison with the local Board of Health and FDA inspectors, establishment security, and employee management. Jacques Zimicki, as part of Evergreen State College, has a medical research lab specializing in microbiology and disease control. Jim Gross is a long- time businessman on the island, successfully working with locals and summer residents. His work as a beekeeper is valued for its honey product which is recognized as among the best on the island, and keeping with the island's character and respectful of its fragile resources. NATIONAL Frank Matthews is the Chief Security Officer for a number of existing and in-development Cannabis operations. With overall responsibility for all safety and security aspects of these operations, Matthews evaluates and directs the physical security developments, technology enhancements, testing and strict regulation compliance across all cultivation and dispensary operations. Having developed a robust employee training and background investigation platform, Matthews also oversees all hiring background investigations and continued safety education for all employees. Matthews coordinates with law enforcement and emergency services agencies to ensure direct communication and information sharing regarding the security of cultivation and dispensary matters, including anti-diversion, theft and robbery prevention. Until his retirement in 2015, Frank Matthews was the Lieutenant Colonel, Commanding Officer of the Investigative Division of the Massachusetts State Police. In that role he directed all criminal, forensic, and Homeland Security investigations while maintaining command over 700 sworn and civilian members assigned to 41 separate units. Matthews has thirty-three years of experience in coordinating with federal, state and local law enforcement agencies as well as private organizations to lead and institute crime prevention, investigation, training and response. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 3 C. Experience with counseling patients and non-patients on cannabis use, including for medical and other conditions. LOCAL Helene Weld is a Registered Nurse, and the Chair of the Nantucket Board of Health. In this capacity, she has worked diligently with the Nantucket Cottage Hospital to address the needs of patients infected with tick borne diseases. As part of his practice, Jacques Zimicki has years of experience caring for women and is a specialist in women’s healthcare issues. Sunny Daily is an experienced certified doula, LaLeche League Leader, student midwife and EMT, where she counsels and supports women and their partners through the birthing and parenting experience. NATIONAL Corey Burchman, MD, is a prominent expert in anesthesia and pain management. Having served as an instructor in Anesthesiology at the Harvard School of Medicine and a Clinical Associate at Mass General Hospital, Dr. Burchman is currently an Assistant Professor of Anesthesiology at the Dartmouth School of Medicine. With dozens of journal article author credits, he holds a major interest in pain management research, focusing largely on opioid and cannabinoid applications. D. Relationships with research entities, medical professionals. LOCAL Helene Weld has helped create and administer a survey of tick-borne related disease on Nantucket. Working with local physicians and the hospital, these efforts have produced some of the best data known about this dangerous disease on-and-off the Island. Jacques Zimicki’s research lab specializes in microbiology and disease control, and he is very involved with the Wannacomet Water Company and aquifer issues. NATIONAL Corey Burchman, MD, is a prominent expert in anesthesia and pain management. Having served as an instructor in Anesthesiology at the Harvard School of Medicine and a Clinical Associate at Mass General Hospital, Dr. Burchman is currently an Assistant Professor of Anesthesiology at the Dartmouth School of Medicine. With dozens of journal article author credits, he holds a major interest in pain management research, focusing largely on opioid and cannabinoid applications. E. Experience with education and support programs, including community substance abuse prevention and mitigation, veterans support, hospice and disease support. LOCAL Again, Helene Weld’s position as Chair of the Nantucket Board of Health will go far in our continued efforts to outreach to organizations involved with these important initiatives. Sunny Daily is an internationally certified childbirth educator, and she has been teaching childbirth education classes privately and at the Nantucket Cottage Hospital since 2007. Dirk Roggeveen, a relatively recent cancer survivor battling Lymphoma, participates with local hospice groups and has learned first-hand the relief from chemotherapy-induced nausea that can be provided by medical marijuana. Laurie Richards was the adult liaison to the Nantucket High School newspaper, counseling and guiding a spectrum of students through the literary process and their adolescent years. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 4 NATIONAL Angela D'amico has successfully operated a dispensary in the State of Connecticut for over three years, and has maintained a high level of operations, medical efficacy, and full compliance without incident. It should be mentioned that CT has perhaps the most rigid and highly regulated medical marijuana program in the country. Angela supervises and oversees daily operations including but not limited to; laws, ordering, paperwork, sales, vendor relationships, patient services, regulatory compliance, patient communication and education. In addition, Angela’s responsibilities include: • Speaks and coordinates all educational classes in dispensary and at support groups for approved diseases. • Trains, coaches and encourages success of all managers and staff. • Maintains daily contact with security specialist to ensure all security measure are current and operational. • Maintains all patient lists and communicate with expired card holders to help in the recertification process. • Handles all marketing and merchandising. • Responsible for all aspects of Wellness and Holistic Services. Corey Burchman, MD, is a prominent expert in anesthesia and pain management. Having served as an instructor in Anesthesiology at the Harvard School of Medicine and a Clinical Associate at Mass General Hospital, Dr. Burchman is currently an Assistant Professor of Anesthesiology at the Dartmouth School of Medicine. With dozens of journal article author credits, he holds a major interest in pain management research, focusing largely on opioid and cannabinoid applications. F. Experience with product control, diversion prevention, over-sale prevention. LOCAL As a spa development consultant and a passionate brand and wellness activist, Joanna Roche has more than 25 years of experience in management, marketing and operations for spa and hospitality companies globally. Mike Boylan purchased the territory rights from UPS to own and operate two stores, one on Nantucket which opened 14 years ago, and one on Martha’s Vineyard which opened 12 yeas ago. Mike is responsible for all operations, from production to employee management. NATIONAL Tamer Mohamed’s experience includes a background in chemical and biological engineering, which he now utilizes in helping pioneer product development and quality assurance in Cannabis operations. His knowledge will help ensure our products are safe, efficacious, and consistent, and that our quality assurance program is top-notch. He brings a wealth of critical knowledge and strategy, which will not only improve patient care, product innovation, and safety, it will help transform the entire cannabis industry. Angela D'Amico has successfully operated a dispensary in the State of Connecticut for over three years, and has maintained a high level of operations, medical efficacy, and full compliance without incident. It should be mentioned that CT has perhaps the most rigid and highly regulated medical marijuana program in the country. Angela supervises and oversees daily operations including but not limited to; laws, ordering, paperwork, sales, vendor relationships, patient services, regulatory compliance, patient communication and education. In addition, Angela’s responsibilities include: • Speaks and coordinates all educational classes in dispensary and at support groups for approved diseases. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 5 • Trains, coaches and encourages success of all managers and staff. • Maintains daily contact with security specialist to ensure all security measure are current and operational. • Maintains all patient lists and communicate with expired card holders to help in the recertification process. • Handles all marketing and merchandising. • Responsible for all aspects of Wellness and Holistic Services. G. Experience in working with local governments, schools, and law enforcement. LOCAL Michael Alpert, founder and owner of Nantucket Media Systems, has focused on home surveillance systems and has worked closely with the Nantucket Police Department to secure home safety since 2001. Dan LeMaitre served as the liaison with his seafood business and the local Board of Health for many years. NATIONAL Scott L. Rudy is a senior manager with proven, consistent and measurable success in developing, managing and expanding businesses across a spectrum of industries, revenue sizes and complexities, both in the U.S. and internationally. Scott is well-positioned to take on a key business management role due to substantial experience in business plan development and execution, relationship management, and P&L and management responsibility. H. Experience working with local community groups and non-profits. LOCAL Our team members have vast experience in regard to working with local community groups and non- profits, including: • Michael Alpert: Active participant in the Pan Mass Challenge whose proceeds support the Dana- Farber Cancer Institute. • Mike Boylan: Nantucket Chamber of Commerce Board of Directors holding the positions of director, membership committee, financial committee, student scholarship committee, and Vice President of the Executive Board. • Sunny Daily: Beekeeper who cares for predominantly female bees and their male drone bees. All honey produced is local, raw, unpasteurized and harvested without use of chemicals. • Kevin Flynn: Co-founder and executive director of the non-profit Nantucket Comedy Festival which supports the children’s educational program Standup & Learn. Standup & Learn works to build self-esteem and self-confidence through public speaking and storytelling. • Dan LeMaitre: Personal supporter of Palliative and Supportive Care of Nantucket, A Safe Place, Sustainable Nantucket, and a life-long member of the Massachusetts Archeological Society. • Joanne Roche: Executive Director of the Green Spa Network, and current member of the Nantucket Finance Committee • Dirk Roggeveen: Administrator of the Conservation Commission, Chair of the Nantucket Historic District Commission, Human Service Contract Review Committee, NRCS Conservation District. • Andrew Spollett: Board of Directors of Sustainable Nantucket, Advisor to the Community Farm Institute where he conducts workshops on Soil Health, Composting, Pest Identification and Control, and Small-Scale Farm Implements and Equipment. • Helene Weld: Nantucket Board of Health, Tick Borne Disease Committee, Mosquito Control Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 6 Advisory Committee, and Community Association. Board Member, Life Trustee, President of the Parent Association, V.P. of Internal Affairs, V.P. of Development and Chair of the Admissions/Financial Aid, Nominating and Development Committee at the Spence School in New York. • Jacques Zimicki: A member of Nantucket’s Tipping Point as its science advisor and expert on hydroponics. NATIONAL Lauren Silberman holds a Graduate Certificate in Non-Profit Management and has worked for over 10 years with a wide variety of community-based organizations serving low income communities and at-risk youth across the country. Her first non-profit job was working for the legendary Vivien Li, Founder and President of The Boston Harbor Association, where she supported the annual Harbor Auction and the continued development of the Boston Harbor Walk. Since moving back to the West Coast after completing her studies at Boston University, her non-profit administrative support and management work has focused on small arts education and community- based organization, primarily through increasing capacity and integrating digital media resources into operational management. Lauren’s non-profit work is driven a passion for increasing access to arts and music education, and her published, peer-reviewed master’s thesis focused on the global expansion of Venezuela’s El Sistema music education and social justice program, which was brought to the U.S. through a partnership between the TED Foundation and the New England Conservatory. When Lauren entered the cannabis industry in 2011, her passions turned to increasing access to medical cannabis and increasing awareness around the therapeutic benefits of medical cannabis and cannabis products. She founded the Coastside Cannabis Coalition in 2017, which is a community-based information and resource sharing organization focused on cannabis education and professional development in Half Moon Bay, California. She leads monthly meetings on cannabis policy, research, advocacy, and patient education, and successfully led a local campaign in 2018 to allow limited commercial cannabis licensing in Half Moon Bay for local nursery farmers, who are struggling to find economic sustainability and are seeking to explore cannabis and hemp cultivation for new commercial crops You can learn more about the coalition at www.coastsidecannabis.org. I. Any ties to the Nantucket Community. LOCAL Michael Alpert, Mike Boylan, Sunny Daily, Dan LaMaitre, Joanne Roche, Dirk Roggeveen, Andrew Spollett, Helene Weld, and Jacques Zimicki are current year-round Nantucket residents, with the total combined years measured in hundreds. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 7 Current Local Management Team Mass Medi-Spa has already secured the support of two local team members to support management of local operations on Nantucket, including Legal Counsel and a designated Director of Security. Michael Alpert – Designated Director of Security Having moved to Nantucket in 1993 from New York, Michael has been a year-round resident for 25 years. In 2001 Michael started his business Nantucket Media Systems whose primary focus is home automation systems, home theaters, surveillance systems, and networking. Nantucket Media Systems has installed systems in many of Nantucket's nicest homes and was awarded best home theater in the country in 2016. What Michael loves most about Nantucket is the diversity of its residents and Nantucket itself which seems to provide all its residents a special experience that is unique to them. Michael enjoys sailing the harbor on his 22’ Marshall Catboat, cycling both on and off road, and the many dog friendly places to walk. After a heart attack scare in 2012, Michael adopted a whole food plant-based diet, became more active, and subsequently dropped 60 lbs while eliminating medicines. Through his own transformation, he has inspired others to do the same. Michael participates in the Pan Mass Challenge, a 190-mile bike ride that raises money for the Dana-Farber Cancer Institute. Steven Cohen – Legal Counsel Steven is Partner at the law firm of Cohen and Cohen Law PC, a firm that he founded with his wife Jennifer (a 1992Nantucket High School graduate) in 2014, which practices exclusively in Nantucket Massachusetts, focusing on real estate, land use planning, permitting, small business, nonprofits, and trusts and estates. Steven has been very active in zoning, planning, and other actions with high community impact on Nantucket, both with his current and former law firm, Reade, Gullicksen, Hanley, and Gifford and LLP. Before moving to Nantucket in 2005, Steven graduated with honors from the University of Massachusetts at Amherst in 1996 and with honors from the Tulane University School of Law in 1999. From 1999 to 2001 Steven was an Attorney for the U.S. Department of Transportation. In November 2001, he helped establish the new Transportation Security Administration and then served as Attorney-Advisor to the Secretary of Homeland Security until 2005. The Cohens have lived on Nantucket year-round since 2005, and have a daughter who is an 8th Grader at the Cyrus Pierce Middle School. In addition to his legal practice, Steven is the President of the Nantucket Bar Association and serves or has served on the Boards of the Nantucket Dreamland Foundation, Congregation Shirat Ha Yam, the Nantucket Democratic Town Committee, Fairwinds, and the Nantucket Education Trust. He also serves as counsel to numerous local non-profits and community groups. Steven’s legal expertise will help ensure our operation is consistently up to date with regulatory issues, state and local authority communications, and is always in full compliance. Executive Management Board The Executive Management Board is made up of the five Controlling Persons of Mass Medi-Spa, Inc. Their background and experience is summarized as as follows: Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 8 Kevin Flynn Kevin Flynn has thrilled audiences for years with his stand-up comedy performances having headlined at clubs and colleges across the country. Flynn’s career as a comedian took off after winning the Boston Comedy Riot in 1988, where he then began appearing on numerous comedy specials. He has since added several film and television credits to his name appearing in The Heartbreak Kid with Ben Stiller; Me, Myself and Irene with Jim Carrey; Osmosis Jones with Billy Murray, and Sex and the City. After graduating from the University of Massachusetts where he was captain of the soccer team, Kevin went on to play three years of professional soccer in the Major Indoor Soccer League (MISL). Following his soccer career, Kevin transitioned from pro-athlete to professional sportscaster, host and entertainer. He covered World Cup Soccer for Fox Sports, ESPN and ABC. Flynn’s Sports Figure’s show on ESPN received the POLK Award for excellence in children’s programming. In 1996, Kevin became the host of The Discovery Channel’s Go For It, an extreme outdoor adventure show where he swam with sharks, jumped out of airplanes and scaled dangerous peaks. The show led Kevin to create his one-man show Around the Kitchen Table, which won the “Best of Fest” at the Boston Comedy Festival and HBO’s prestigious U.S. Comedy Arts Festival in Aspen. Along with continually performing his stand-up around the world, Kevin is also the co-founder and executive director of the non-profit Nantucket Comedy Festival which supports the children’s educational program Standup & Learn. Standup & Learn works to build self-esteem and self-confidence through public speaking and storytelling. Dan LeMaitre Dan has been an island resident since 1982 after living in central Massachusetts. In his earlier years Dan developed a love of the outdoors, organic gardening and working with animals on farms in his hometown of Hardwick, Ma. After establishing a caretaking/property management business for discerning clients, Dan started Nantucket Seafood , a successful wholesale and retail seafood business on the Island. As co-owner of the company Dan always wanted to make sure the store not only supplied the best and most varied seafood and other hard to find food items on island but also supported local restaurants, fisherman, scallopers and local farms by stocking their products in the store. Dan also made sure Nantucket seafood supported other organizations such as Sustainable Nantucket and Palliative and Supportive Care of Nantucket. Dan's responsibilities included being HACCP (Hazard Analysis Critical Control Point) and Serve Safe food safety and monitoring manager, payroll management, retail sales and inventory management , wholesale and retail sales, employee management and "Person in Charge" liaison with local and State Board of Health and FDA inspectors and facility security. Given Dan’s long-time commitment to the Nantucket community and local businesses, along with his practical experience in operating a successful local business, he will make an integral team-member for the Mass Medi-Spa operation. Joanna Roche Joanna is the Executive Director of The Green Spa Network, a non-profit trade association of 1800 Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 9 members, serving the spa and hospitality industries globally in support of action for a sustainable future. As a spa development consultant and a passionate brand and wellness activist, she has more than twenty-five years of experience in management, marketing and operations for spa and hospitality companies globally. Her most recent project was the development of The Beach House Spa at Ocean Edge on Cape Cod, creating a spa that specialized in unique bridal services. She was the Wellness Director at The Westmoor Club, an exclusive, private club on Nantucket. Prior to moving to Nantucket, Joanna & Company was focused on business development and digital marketing projects for UK based companies TribeSports and Celessence Technologies, and spa product companies focusing on textiles; Studio Twist, Majestic International and Cypress. She managed a young team of talented publicists as the EVP of Pierce Mattie Public Relations in NYC focusing on beauty and lifestyle for several years, and worked as the Communications Director on the executive management team at Canyon Ranch for eight years. Joanna has spoken several times at the Esthetic Spa International conferences as a pro educator on retail strategies and customer engagement, at the annual 2016 CSFA conference on The Future of Wellness in Private Clubs, and most recently in June at the IECSC on Creating a Sustainable Culture. Joanna currently serves on the Town of Nantucket’s Finance Committee and on Theater Workshop’s advisory council. Joanna’s experience will lend greatly to our customer engagement strategy, wellness centered approach to medical Patients, and help ensure all of our patrons as well as the community are well taken care of. Andrew Spollett Andrew Spollett is a farmer and educator who has been the Vegetable Production Manager at Bartlett’s Farm on Nantucket for nine years, overseeing 100 acres of field production and three acres of greenhouse production. His expertise includes all aspects of row crop production on a large scale, including field preparation and tractor operations, greenhouse systems management, crop scheduling, delegation of daily employee tasks, sales targeting and analysis, fertility management, and pest and disease control. A licensed pesticide applicator since 2009, Andrew has extensive knowledge of Integrated Pest Management and the latest in crop controls. Andrew has experienced in the organic certification process and also coordinates the occupational safety program for the farm, including the development of SOP’s for Food Safety certification. Andrew is member of the Board of Directors for Sustainable Nantucket, a non-profit organization whose mission is to build a more locally-based and self-reliant food system on island. Serving on the board since 2015, Andrew contributes his knowledge and experience for growing food to multiple aspects of Sustainable Nantucket’s mission. He serves as an advisor for the Community Farm Institute and conducts workshops on Soil Health, Composting, Pest Identification and Control, and Small Scale Farm Implements and Equipment. Andrew’s vast knowledge in horticulture and crop management will help ensure our operation consistently provides the highest quality products, meets fluctuating demand, and always puts quality first. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 10 Helene Weld Helene devotes much of her energies to improving life on Nantucket. She currently Chairs the Nantucket Board of Health, and has supported the Board’s efforts to address the issue and research regarding tick-borne diseases. To this end, and in addition, she serves on the Nantucket Tick Borne Disease Committee and the Nantucket Mosquito Control Advisory Committee. Helene also has been a major advocate for the island as a long-time member of the Nantucket Community Association. Her commitment to science and education continues through her work as a member and the Chair of the Board of Directors of the Maria Mitchell Association. Mrs. Weld is a Registered Nurse, and is a member of the Cornell University-School of Nursing Alumni Association, and the Columbia-University-School of Nursing Board of Visitors. While living in New York, Helene was a Board Member, Life Trustee, President of the Parent Association, V.P. of Internal Affairs, V.P. of Development and Chair of the Admissions/Financial Aid, Nominating and Development Committees of the Spence School, where her leadership was instrumental in the Spence School’s successful development. Community Advisory Board Our Community Advisory Board will help our team establish and maintain relationships with local outreach, guide charitable giving and benefit programs, and community support groups to ensure we create a positive community impact for the island of Nantucket. Mike Boylan After several years in national sales management position for international consumer products companies and serving on a New York coop board for 8 years, Mike Boylan and his wife sold our their former home and built a home on Nantucket and have lived on the Island for the past 15 years. Mike purchased the territory rights from UPS to open two stores, one on Nantucket 14 years ago, and one on Martha’s Vineyard 12 years ago. He is proud to say that both stores have been very successful over the years and contribute back to the Nantucket community regularly. His stores offer far more than shipping, having initiated printing services for the business community as well as printing artwork for the local art community all of which has been a model for the UPS Store network. Mike was recruited to serve on the Nantucket Chamber of Commerce Board of Directors holding the positions of director, membership committee, financial committee, student scholarship committee and VP of the Executive Board. Sunny Daily Sunny Daily is a proud Nantucket resident, an experienced doula, an internationally certified childbirth education, a LaLeche League Leader, student midwife, EMT, and mother of two. She is currently working on an associates of midwifery degree through the MEAC accredited National College of Midwifery. She also teaches childbirth education classes privately, and at the Nantucket College Hospital since 2007. Her focus is on patient support, offering prenatal care, home birth, newborn and postpartum care. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 11 Jim Gross Established in 1974, Nantucket Land & Sea Co., Inc. will soon mark its 35th year of continuous ownership. Although our early focus was on Nantucket’s boating community, our work with marine engines and generators provided a smooth and natural transition to the residential side. In 1994, we became an authorized Kohler® Generator dealer. Their President is Jim Gross. As a lifelong mechanic and certified Kohler® technician, Jim has the knowledge and expertise to tailor every project to its individual needs. In his off-hours, Jim is a beekeeper of local renown. Every new generator comes with a jar of his award-winning honey. From the beginning, quality of both equipment and workmanship has been our guiding principle. As we celebrate our 35th Anniversary, and look ahead to future years, we remain committed to offering our customers the best generators, Kohler®, along with the best installations and service possible. And we are right here on-island, year-round. Laurie Richards Laurie's affinity for both children and weddings is reflected in her sensitive portraits and candid photography. Her relaxed, intuitive approach to any photographic assignment, combined with her state of the art technical savvy, always ensures beautiful, enduring images that connect the viewer to the person or event year after year. Dirk Roggeveen Dirk Roggeveen's legal career includes serving as a criminal prosecutor at the U.S. Department of Justice and the U.S. Attorney's Office for the District of Columbia. He also clerked for the Honorable Daniel Manion on the U.S. Seventh Circuit Court of Appeals in Chicago. After moving to Nantucket with his family he served as Administrator of the Conservation Commission for over ten years. Roggeveen presently is in private practice, publicly representing clients before the Conservation Commission. Roggeveen also served as Chairman of the Historic District Commission for ten years, as well as stints on the local Contract Review Committee and the NRCS Conservation District. More recently, Roggeveen has been battling Lymphoma, and has observed first hand the relief from chemotherapy-induce nausea that can provided by medicinal marijuana. Jacques Zimicki Jacques Zimicki has been a Nantucket resident for 40 years. He was a midwife and is a specialist in women’s healthcare issues. He had a medical research lab in Olympia, Washington, as part of Evergreen State College. He is a member of Tipping Point as its science advisor and expert on hydroponics and CO2 extraction. He is also very involved with the Water Company and Nantucket aquifer issues. Jacques is an active leader with the local growers on Nantucket. Operational Cannabis Industry Expertise and Experience Our management and consulting provider, South Shore BioPharma LLC (SSBP) has acquired expertise in the full scope of Cannabis operations as well as medicine, research, philanthropy, nutrition, and alternative therapy from long-time industry veterans and pioneers working to contribute knowledge and intellectual property which will be the foundation of our enterprise. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 12 With the support of SSBP, our team has developed in-depth operational and management procedures that are designed to promote successful, compliant business with top-tier quality assurance, and afocus on positive customer experience and treatment. Employees will be trained at the highest levels in retail operations, cannabis specific applications, along with a number of other non-cannabis customer service oriented elements, and will have continued learning mandated as necessary to incorporate new products and services throughout our operation. Professionalism and proper demeanor will be reflected down to the medically styled uniforms. These policies, procedures, and training modules include: • Employee Best Practices • Facility Specific Controls • Access Controls • Security and Site Control • Employee Procedures & Practices • Customer service • Operations • Inventory: Control and Compliance • Security and safety • Research and development participation • Alternative therapy, nutrition, and holistic counseling Our goal is to provide the highest quality of products in a fully compliant, wellness-oriented setting. All products produced and sold by our team will follow strict quality control standards to ensure safety, potency, and compositional factors before it is shelved and distributed. Our team will receive specialized training on the strict quality control procedures to ensure our products are safe, reliable, and consistent. Contributors to the SSBP Expertise and Intellectual Property Development Group include: Ryan Clendenin Ryan Clendenin is a manufacturing and business systems strategist, a small business owner, an educator, and executive leadership professional serving the legal cannabis industry since 2013. He is focused on craft cultivation and extraction, whole plant products, and custom supply chain management solutions for boutique and corporate clients alike. With over fifteen years of international experience developing systems solutions for the global defense, financial services, and agricultural supply chain verticals, Ryan is uniquely driven to achieve profitability in fragmented regulatory environments. Ryan has developed award-winning cannabis business, brands, and products across nine states, from New York to California, aiming to broaden access to cannabis for industrial, medicinal, and recreational markets. As a part of the award-winning team that first introduced “Live Resin” to the Colorado recreational cannabis market in 2014, Ryan is dedicated to people, plants, and process. His products are regularly featured in cannabis industry publications, and Ryan was briefly featured in the film “Rolling Papers” about the regulated cannabis industry. Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 13 Angela D'Amico Angela has successfully operated a dispensary in the State of Connecticut for over three years, and has maintained a high level of operations, medical efficacy, and full compliance without incident. It should be mentioned that CT has perhaps the most rigid and highly regulated medical cannabis program in the country. Angela supervises and oversees daily operations including but not limited to; laws, ordering, paperwork, sales, vendor relationships, patient services, regulatory compliance, patient communication and education. In addition, Angela’s responsibilities include: • Speaks and coordinates all educational classes in dispensary and at support groups for approved diseases. • Trains, coaches and encourages success of all managers and staff. • Maintains daily contact with security specialist to ensure all security measure are current and operational. • Maintains all patient lists and communicate with expired card holders to help in the recertification process. • Handles all marketing and merchandising. • Responsible for all aspects of Wellness and Holistic Services. Philip Hague Philip is a long-time industry leader, with international acclaim, and has had a productive 17-year horticultural career before he began cultivating medical cannabis. Highlights of his career include: • In 2000, he became a Texas Master Certified Nursery Professional by the Texas Nursery Association & Landscape Association, the highest level of professional certification available. He comes from a traditional large-scale commercial controlled agriculture environment. • He has designed, built, staffed, and maintained over 1,000,000 square feet of state licensed indoor cannabis cultivation facilities, and more than 20 acres of greenhouse facilities, in Colorado, Illinois, Massachusetts and New York. • He became Chief Horticulturalist for a major cultivation facility, and in 2016, became the Chief Science Officer and Head of Horticulture in the United States for a major Canadian-US cannabis company. • In 2017, he became the Chief Production Officer of a 90,000-square foot cultivation and manufacturing facility in New York. After transitioning from horticulture into cannabis, he quickly built some of the most successful brands in the industry, gaining the respect of his peers and the media. Winner of multiple prestigious cannabis awards, he has been featured in numerous articles and news programs on the industry. Frank Matthews Frank is the Chief Security Officer for a number of existing and in-development Cannabis operations. With overall responsibility for all safety and security aspects of these operations, Matthews evaluates and directs the physical security developments, technology enhancements, testing and strict regulation compliance across all cultivation and dispensary operations. Having developed a robust employee training and background investigation platform, Matthews also oversees all hiring background investigations and continued safety education for all employees. Matthews coordinates with law enforcement and emergency services agencies to ensure direct communication and information sharing regarding the security of cultivation and dispensary matters, Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 14 including anti-diversion, theft and robbery prevention. Until his retirement in 2015, Frank Matthews was the Lieutenant Colonel, Commanding Officer of the Investigative Division of the Massachusetts State Police. In that role he directed all criminal, forensic, and Homeland Security investigations while maintaining command over 700 sworn and civilian members assigned to 41 separate units. Matthews has thirty-three years of experience in coordinating with federal, state and local law enforcement agencies as well as private organizations to lead and institute crime prevention, investigation, training and response. Tamer Mohamed Tamer’s experience includes a background in chemical and biological engineering, which he now utilizes in helping pioneer product development and quality assurance in cannabis operations across the country. He is a dynamic leader with five years of experience in developing, operating, and growing cannabis extraction, processing, and manufacturing labs in Colorado, California, Illinois, and Pennsylvania. He has played a critical role in designing new labs, bringing new products to market, maintaining compliance while managing and growing a team. His greatest passion is to provide the highest quality extracts to medical patients in whichever delivery method works best for their conditions. Tamer’s knowledge will help ensure our products are safe, efficacious, and consistent, and that our quality assurance program is top-notch. He brings a wealth of critical knowledge and strategy, which will not only improve patient care, product innovation, and safety, it will help transform the entire cannabis industry. Scott L. Rudy Scott is a senior manager with proven, consistent and measurable success in developing, managing and expanding businesses across a spectrum of industries, revenue sizes and complexities, both in the U.S. and internationally. Scott is well-positioned to take on a key business management role due to substantial experience in business plan development and execution, relationship management, and P&L and management responsibility. His other relevant positions and accomplishments include: • Start-up regional airline: transformed founder’s vision into professional business creation process defined build-out strategy and key business deliverables, developed professional-level business plan and financial models, generated competitor and demand/market analysis and lead fund-raising efforts resulting in $500,000 finance round • Well-established, local business owner with diversified interests: advisor for $15 million business portfolio and for proposed roll-up of new opportunities. Focus on strategic planning, business integration and operational issues • Start-up medical testing facility: critical review of key elements of business plan including funding amounts/strategy, roll-out milestone identification/issues, management, legal, and risks for urine-based testing facility with $5 million in soft-circled sales commitments • Woods Hole Oceanographic Institute Technology Transfer Office: “Project Champion” for business planning and commercialization of potentially game-changing municipal wastewater testing device • Taurus Investment Holdings, LLC: a leading global real estate investment advisor, owner- Mass Medi-Spa, Inc – Town of Nantucket Proposal, Section 4 15 operator and value-add developer of residential and commercial properties o Newly created position and a direct CEO report, charged with diversifying investor/client base to expand growth opportunities envisioned by company board o Within six months, developed significant investor group with access to over $15 billion Lauren Silberman Lauren is a versatile cannabis industry consultant with over five years of hands on cannabis experience in Oregon and California with cultivators, extractors, and dispensaries alike. She is a specialist in start- ups and licensing, and has helped cannabis businesses across the United States with initial infrastructure build-out, business development, communications, and market research. Lauren has also supported cannabis licensing and state compliance for a range of clients from small-scale farmers to multi-million dollar vertically integrated companies. Before working in cannabis, Lauren gained experience coordinating and publishing academic research, and has since supported cannabis research and education projects in the United States and Israel. Her cannabis specific experience includes: • Licensing & Compliance Consultant – Cannabis Industry o Worked with established and start-up cannabis businesses to support state and local licensing and compliance. Range of projects include developing and drafting cannabis licensing and land use applications, developing compliant SOPs and employee protocols, establishing compliant seed-to-sale tracking and reporting systems, security protocols, and more. • Start-Up Support & Communications Consultant – Cannabis Industry o Worked with start-up cannabis businesses to support business strategy, infrastructure build-out, and SOP development. Projects included determining compliant standard operating procedures, creating employee handbooks/HR paperwork, brand building, developing social media strategy and building websites, R&D licensing, market research, and more. Recent communications work ranges from developing content to fact checking cannabis educational courses. Medical Advisory and Research Team Dr. Burchman will lead the development of a comprehensive Medical Advisory and Research Advisory Board, which will provide guidance and oversight for all Mass Medi-Spa medical and research activities. Corey Burchman, MD Corey Burchman, MD, is a prominent expert in anesthesia and pain management. Having served as an instructor in Anesthesiology at the Harvard School of Medicine and a Clinical Associate at Mass General Hospital, Dr. Burchman is currently an Assistant Professor of Anesthesiology at the Dartmouth School of Medicine. With dozens of journal article author credits, he holds a major interest in pain management research, focusing largely on opioid and cannabinoid applications. South Shore Bio-Pharma Consultant Resumes External Operational Consultant Resumes Are Included Below CURRICULUM VITAE NAME: Corey Burchman, MD ADDRESS: Office: Home: Department of Anesthesiology, DHMC One Medical Center Drive Lebanon, NH 03756 (603) 650-5922 Corey.A.Burchman@Hitchcock.org One Storrs Road Hanover, NH 03755 EDUCATION: DATE INSTITUTION DEGREE 1983 George Washington University Washington, DC MD 1979 Cornell University Ithaca, NY BA POSTDOCTORAL TRAINING: DATE SPECIALTY INSTITUTION 1988 Fellowship, Ambulatory Anesthesia Massachusetts General Hospital Boston, MA 1988 Fellowship, Obstetrical Anesthesia Brigham & Women’s Hospital Boston, MA 1987 Fellowship, Neurosurgical Anesthesia Massachusetts General Hospital Boston, MA 1984 Resident in Anesthesiology Massachusetts General Hospital Boston, MA 1983 Intern, Internal Medicine US Naval Hospital Oakland, CA 1979 Research Associate, Histopharmacology National Institutes of Health Bethesda, MD 1978 Research Fellow, Department of Neurosurgery University of Maryland College Park, MD LICENSURE AND CERTIFICATION: DATE LICENSURE/CERTIFICATION 2009 Recertification, American Board of Anesthesiology 2005 Medical License, State of New Hampshire 2005 Diplomate, American Board of Pain Medicine 2005 PALS Provider 1991 ACLS Provider and Instructor, American Heart, current Curriculum Vitae Corey Burchman, MD Page 2 1988 Diplomate, American Board of Anesthesiology 1983 Diplomate, National Board of Medical Examiners ACADEMIC APPOINTMENTS: DATE ACADEMIC TITLE INSTITUTION 2006-present Assistant Professor of Anesthesiology Dartmouth Medical School Hanover, NH 1992-1993 Assistant Professor of Anesthesiology University of Maryland School of Medicine College Park, MD 1989 - 1991 Clinical Associate in Anesthesiology Massachusetts General Hospital Boston, MA 1988 Instructor in Anesthesiology Harvard Medical School Boston, MA 1985-1988 Clinical Fellow in Anesthesiology Harvard Medical School Boston, MA HOSPITAL APPOINTMENTS: DATE HOSPITAL TITLE INSTITUTION 2006-present Attending Staff Anesthesiologist Dartmouth-Hitchcock Medical Center Lebanon, NH 1993-2005 Attending Staff Anesthesiologist York Hospital York, PA 1993-2005 Attending Staff Anesthesiologist Apple Hill Medical Center York, PA 1993-2005 Medical Director York Hospital Pain Relief Center York, PA 1993-2005 Attending Physician in Pain Medicine York Hospital York, PA OTHER PROFESSIONAL POSITIONS: DATE POSITION TITLE INSTITUTION/ORGANIZATION 2012-Present Medical Director, PACU, Pre-Admission Testing, Same-Day Surgical Program Dartmouth-Hitchcock Medical Center Lebanon, NH 2011 Principal Scientist BBR Medical Innovations, Inc Curriculum Vitae Corey Burchman, MD Page 3 2009 President, CEO Global Children’s Art Programme Hanover, NH 2006-Present Division Director, Neurosurgical Anesthesia Dartmouth-Hitchcock Medical Center Lebanon, NH 1995-Present Member, Board of Directors Anesthesia Associates of York, PA, Inc. York, PA 1995-Present Senior Managing Partner Anesthesia Associates of York, PA, Inc. York, PA 1992-1993 Chief, Department of Anesthesiology James Lawrence Kernan Hospital (UMMS) Baltimore, MD 1992-1993 Director, PACU, ICU, Respiratory Services, Pain Service James Lawrence Kernan Hospital Baltimore, MD 1989-1991 Chairman, Department of Anesthesiology US Naval Hospital Roosevelt Roads, Puerto Rico 1988-1991 Director, PACU, ICU, Respiratory Services, Pain Service US Naval Hospital Roosevelt Roads, Puerto Rico 1984-1985 Fleet General Medical Officer USS Roanoke United States Navy 1983-1984 Executive Board Member USS Roanoke (A0R-7) United States Navy MAJOR COMMITTEE ASSIGNMENTS AND CONSULTATIONS: Institutional: YEAR COMMITTEE ROLE INSTITUTION 2008-present Acute Pain Service Clinical Consultant Dartmouth-Hitchcock Medical Center Lebanon, NH 2008-present Executive Committee Voting Member NH Medical Society Concord, NH 2008-present Veteran’s Health Task Force Member NH Medical Society Concord, NH 2008 Anesthesiology Executive Committee Member Dartmouth-Hitchcock Medical Center Lebanon, NH 2007 Task Force: Patient Hand- Offs Member Dartmouth-Hitchcock Medical Center Lebanon, NH 2006-present OR Improvement Committee Member Dartmouth-Hitchcock Medical Center Lebanon, NH Curriculum Vitae Corey Burchman, MD Page 4 2006-present Neurosurgery Faculty Search Committee Member Dartmouth-Hitchcock Medical Center Lebanon, NH 2006-present Neurology Faculty Search Committee Member Dartmouth-Hitchcock Medical Center Lebanon, NH 2006-present Anesthesiology Resident Practice Management Seminars Director Dartmouth-Hitchcock Medical Center Lebanon, NH 2003-2004 Medical Education Committee Member York Hospital York, PA 1992-1993 Senior Management Directorate Member James Lawrence Kernan Hospital Baltimore, MD 1992-1993 Pharmacy & Therapeutics Committee Chairman James Lawrence Kernan Hospital Baltimore, MD 1992-1993 Executive Committee of the Medical Staff Member James Lawrence Kernan Hospital Baltimore, MD MEMBERSHIP, OFFICE & COMMITTEE ASSIGNMENTS IN PROFESSIONAL SOCIETIES: DATE SOCIETY ROLE 1985-present American Society of Anesthesiologists Member 1991 American Medical Association Member 1991 Society for Ambulatory Anesthesia Member 1992 Pennsylvania Society of Anesthesiologists Member 1992 Pennsylvania Medical Society Member 2002-present New England Pain Society Member 2002-present American Pain Society Member 2003-present American Society of Interventional Pain Physicians Member 2005-present Society of Neuro Anesthesia and Critical Care Member 2005-present NH Medical Society Member 2008-present European Society of Anaesthesiology Affiliate Member 2009-present Global College of Neuroprotection and Neuroregeneration Member 2009-present Poetry Society of Vermont Member Curriculum Vitae Corey Burchman, MD Page 5 2010-present National Collegiate Inventors and Innovators Alliance Member 2011-present Society of Obstetrical Anesthesiology and Perinatology Member 2011-present National Collegiate Inventors & Innovators Alliance Member AWARDS AND HONORS: DATE AWARD NAME 1982 William Beaumont Society Inductee MAJOR RESEARCH INTERESTS: My research interests are many, but have a fundamental basis in patient safety. Along that theme, with reference in particular to the prevalence of opportunistic and nosocomial infection, many of my projects have a basis in identifying microorganisms in the workplace, and suggestions for eradicating them. From this, guidelines for hand sanitation of anesthetic providers have been elucidated, the development of a novel intravenous fluid sterilizer has been described, and development of single-use ECG wire/pad equipment is in the planning stages. While not trained as an engineer, I look at problem-solving mechanistically, and employ engineering principles often to solve clinical problems. I saw clinicians struggle with endoscopic approaches to direct visualization, whether it is the airway or gastrointestinal tract. I felt a robotically assisted approach would be novel, safe, and more efficient. The early prototype turned out to be remarkable, and further refinements will probably see commercial applications in both anesthesiology and other disciplines. Current talks involve possible establishment of a medical robotics program here at DHMC. I also have an interest in serum chemistry and real-time examination thereof. I designed an indwelling spectrophotometric assembly to ascertain serum chemical values, including gas tensions. This was initially in collaboration with University of Strathclyde, in Glasgow, Scotland. The prototype for the catheter system has been awarded a US Patent. I further recently applied for a US patent on a device utilizing ET CO2 as the marker for blind intubation. While the market for intubation devices has all gone to direct visualization, this single-use, inexpensive system has a niche in the clinical realm. I am currently involved in design and patenting of a single-use micro-video camera to be incorporated into an intubating bougie. I am involved in a project designed to utilize high energy reactive particles to sterilize an entire operating room between surgical cases. Plasmatreat Corporation, the world’s leaders in plasma technology, is undergoing review of the collaborative proposal. A further medical research project involves medical waste disposal. I am in the preliminary stages of outlining a study to identify its disposition, into composites to be used by the construction industry. Curriculum Vitae Corey Burchman, MD Page 6 RESEARCH FUNDING: Present: 1. 2009; Thayer School of Engineering, Dartmouth College Materiel Grant; PI Burchman CA 5%; Karl Storz Corporation, El Segundo, CA, for Robotics Project 190/290; $75,000. In Preparation: 1. Hitchcock Clinic; Translational Science Pilot Grant; PI Burchman CA; $30,000. TEACHING EXPERIENCE/CURRENT TEACHING RESPONSIBILITIES: Dartmouth Medical School: DATE TEACHING 2008-present Faculty Sponsor Engineering Sciences 190/290 Working bench-side with senior students at the Thayer School of Engineering to deliver a working prototype of an intravenous fluid sterilizer. Patent protection acquired 2009-present Faculty Sponsor Engineering Sciences 190/290 Working bench-side with senior students at the Thayer School of Engineering to deliver a working prototype of an robotic intubation device Patent protection in acquisition process 2009-present Faculty Sponsor, First Year Project, Tuck School of Business, Dartmouth College Working in concert with first year business students in moving the Intravenous Sterilization Device to market Dartmouth-Hitchcock Medical Center: DATE TEACHING 2002-2005 Pre-operative Anesthesia Assessment Monthly rounds with senior students at Penn State Hershey & University of Pennsylvania Schools of Medicine, York Hospital, York, PA. 2002-Present Postoperative Considerations of Regional Anesthesia Senior Students at Penn State Hershey & University of Pennsylvania Schools of Medicine, York Hospital, York, PA. 2006-present Attending Anesthesia Physician for Residency Training Program Division Director, Neurosurgical Anesthesia Daily intra-operative teaching anesthesia residents, Dartmouth-Hitchcock Medical Center; assisting in research project design; preparing didactic lectures. Clinical interaction with medical students, Dartmouth College students, CRNA students. Section Chief, neurosurgical anesthesia 2006 Anesthesiology Resident Lecture Series, “Evoked Potentials” Curriculum Vitae Corey Burchman, MD Page 7 Regional: DATE TEACHING 2009-present Faculty Sponsor, First year Project, Tuck School of Business, Dartmouth College Working in concert with first year business students in moving the Intravenous Sterilization Device to market INVITED PRESENTATIONS: Regional: DATE TOPIC ORGANIZATION LOCATION 2013 2013 2013 Medicine Grand Rounds: The Neurobiology of Creativity The Neurobiology of Creativity Spinal Cord Injury York Hospital Tuck Executive Institute Department of Anesthesiology, Dartmouth-Hitchcock Medical Center York, PA Hanover, NH Lebanon, NH 2012 Anesthesiology Grand Rounds: Art & Medicine Department of Anesthesiology, Dartmouth-Hitchcock Medical Center Lebanon, NH 2012 Neurology Grand Rounds: The Neurobiology of Creativity Department of Neurology, Dartmouth-Hitchcock Medical Center Lebanon, NH 2012 Evoked Potential Monitoring Department of Anesthesiology, Dartmouth-Hitchcock Medical Center Lebanon, NH 2006 Spinal Cord Injury Department of Anesthesiology, Dartmouth-Hitchcock Medical Center Lebanon, NH 2006 Anesthesiology Practice Management Seminar: Operating Room Administration Dartmouth-Hitchcock Medical Center Lebanon, NH 2006 Anesthesiology Practice Management Seminar: Rural Anesthesia Dartmouth-Hitchcock Medical Center Lebanon, NH 2006 Anesthesiology Practice Management Seminar: Anesthesia in Lesser Developed Countries Dartmouth-Hitchcock Medical Center Lebanon, NH 2006 Anesthesiology Grand Rounds: Dartmouth-Hitchcock Lebanon, NH Curriculum Vitae Corey Burchman, MD Page 8 Hemorrhagic Shock Medical Center 2006 Spinal Anesthesia Department of Anesthesiology, Dartmouth-Hitchcock Medical Center Lebanon, NH 2007 Anesthesiology Practice Management Seminar: Conflict Resolution Dartmouth-Hitchcock Medical Center Lebanon, NH 2008 Anesthesiology Grand Rounds: Herbal Medicine- Perioperative Considerations Dartmouth-Hitchcock Medical Center Lebanon, NH 2011 Herbal Medicine Northeast Medical Association Winter Conference Sunday River, ME 2011 Anesthesiology Grand Rounds: Herbal Medicine Penn State Milton S. Hershey Medical Center Hershey, PA National: DATE TOPIC ORGANIZATION LOCATION 2002 Hypermagnesemia Department of Anesthesiology, York Hospital York, PA 2002 Anesthetic Considerations for Obstetrical Patients Department of Obstetrics, York Hospital York, PA 2002 Surgery Grand Rounds: Impact of a Successful Pain Management Program York Hospital York, PA 2002 Family Medicine Grand Rounds: Impact of a Successful Pain Management Program York Hospital York, PA 2002 Internal Medicine Grand Rounds: Impact of a Successful Pain Management Program York Hospital York, PA 2002 Postoperative Pain Control – PACU Department of Anesthesiology. York Hospital York, PA 2002 Wellness Apple Hill Surgical Center York, PA 2002 Misuse of Prescription Drugs York County Medical Society York, PA Curriculum Vitae Corey Burchman, MD Page 9 2002 Family Medicine Grand Rounds: Misuse of Prescription Drugs York Hospital York, PA 2002 Internal Medicine Grand Rounds: Misuse of Prescription Drugs York Hospital York, PA 2002 Surgery Grand Rounds: Misuse of Prescription Drugs York Hospital York, PA 2002 Family Medicine Grand Rounds: Optimizing Opioid Therapy for Chronic Non-malignant Pain York Hospital York, PA 2002 Internal Medicine Grand Rounds: Optimizing Opioid Therapy for Chronic Non-malignant Pain York Hospital York, PA 2002 Surgery Grand Rounds: Optimizing Opioid Therapy for Chronic Non- malignant Pain York Hospital York, PA 2002 Anesthesia Dinner Lecture: Adverse Effects of Analgesic Management York Hospital York, PA 2003 Medical Grand Rounds: Pain Medicine York Hospital York, PA 2007 Medical/Surgical Grand Rounds: Hemorrhagic Shock Update York Hospital York, PA 2009 Surgical Resident Visiting Professor Lecture: Amplification of multi-drug Resistant Organisms in the Operating Room York Hospital York, PA 2009 Medical/Surgical Grand Rounds: Herbal Medicine- Perioperative Considerations York Hospital York, PA International: DATE TOPIC ORGANIZATION LOCATION 2007 Attenuation of Pain Associated with Local Anesthetic Infiltration European Society of Anaesthesiology Annual Meeting Euroanaesthesia 2007 Munich, Germany 2008 A Prospective Observational Study of Handwashing Behavior in Anesthesia Providers: Analysis and Implications European Society of Anesthaesiology Annual Meeting, Euroanaesthesia 2008 Copenhagen, Denmark Curriculum Vitae Corey Burchman, MD Page 10 Media Appearances: DATE TOPIC ORGANIZATION LOCATION 2003 Pain Management-“Medically Speaking” Cable Channel 3 York, PA 2004 Misuse of Prescription Drugs- “Medically Speaking” Cable Channel 3 York, PA COLLABORATIVE ACTIVITY: DATE TOPIC ORGANIZATION LOCATION 2008 Real-time in vivo spectrophotometric assessment of serum blood chemistries, oximetry, and red cell mass In collaboration with University of Strathclyde, Institute of Photonics Glasgow, Scotland BIBLIOGRAPHY: Original Journal Articles: 1.Burchman CA, Datta S, Ostheimer GW. Delivery temperature of heated intravenous solutions during rapid infusion. J of Clinical Anesthesiology 1. 1989; (4):259-261. 2.Burchman CA, Judy K. Application of cold to the skin: Does it effectively attenuate the pain associated with the infiltration of local anesthetic? Eur J Anaesthesiology 24. 2007; (S39):95. 3. Loftus R, Koff M, Burchman C, et al. Transmission of Pathogenic Bacterial Organisms in the Anesthesia Work Area. Anesthesiology. 2008; Sep;109(3):399-407. 4. Koff M, Loftus R, Burchman C, et al. Reduction in Postoperative Bacterial Contamination of Peripheral Intravenous Tubing Through the Use of a Novel Device. Anesthesiology. 2009; 110: 978- 985. Case Reports: 1. Johnson MD, Birnbach DJ, Burchman CA, Greene MF, Datta S, Ostheimer GW. Fetal Surgery and general anesthesia: A case report and review. Journal of Clinical Anesthesiology, 1989; 1(5): 363- 367. Letters to the Editor: 1.Burchman CA, deBros F. How to make tape stick to sandpaper. J of Anesthesiology. 1988; 69:147. 2.Burchman CA, Lappas DG. Thermodilution cardiac output provides unanticipated intraoperative diagnosis. J of Cardiothoracic Anesthesia. 1988; 2:84-585. Abstracts Presented at National/International Meetings: Curriculum Vitae Corey Burchman, MD Page 11 1. Burchman CA, Education in Obstetric Anesthesia. Scientific Exhibit, American Society of Anesthesiology Annual Meeting, George Moscone Center, San Francisco, CA, USA, 1988. 2. Koff M, Loftus R, Burchman CA, Hogan D, Beach ML. Microbial Contamination in the Anesthesia Workspace. Are we as Clean as We Think? Anesthesiology. 107, A1788. 10-16-2007. Ref Type: Poster and Abstract Presentation, America Association of Anesthesiologists Annual Meeting, San Francisco, CA, 2007. 3. Burchman CA, Application of Cold to the Skin: Does it Effectively Attenuate the Pain Associated with the Infiltration of Local Anesthetic? Poster and abstract presentation, European Society of Anesthesiology Annual Meeting, ICM Convention Center, Munich, Germany, 2007. 5. Koff M, Loftus R, Burchman CA, Beach ML. Reduction in Postoperative Nosocomial Infections through the use of a Novel Device in the Operating Room. Poster and abstract presentation, (accepted) National Patient Safety Foundation Patient Annual Safety Congress, Gaylord Convention Center, Nashville, TN, 2008. 6. Burchman C, Loftus R, Henry E, Koff M. A Prospective Observational Study of Handwashing Behavior in Anesthesia Providers: Analysis and Implications. Poster and abstract presentation, (accepted) European Society of Anaesthesiology Annual Meeting, Bella Centre, Copenhagen, Denmark, 2008. Book Chapters: 1. Burchman CA. Education in obstetric anesthesia. In: Manual of Obstetric Anesthesia. GW Ostheimer (Ed.) Churchill Livingstone Inc., New York, 1992. 2. Burchman CA and Ostheimer GW. Organization of an obstetrical anesthesia teaching service. In Manual of Obstetric Anesthesia. GW Ostheimer (Ed.) Churchill Livingstone Inc., New York, 1992. 3. Burchman CA. Anesthesia for fetal surgery. In: Manual of Obstetric Anesthesia. GW Ostheimer (Ed.) Churchill Livingstone Inc., New York, 1992. 4. Burchman CA. Maternal Aspiration. In Manual of Obstetric Anesthesia. GW Ostheimer (Ed.) Churchill Livingstone Inc., New York, 1992. 5. Burchman CA. Anesthesia for fetal surgery. In: pain relief and anesthesia in obstetrics. A. van Zundert and GW Ostheimer (Eds.) WB Saunders, Philadelphia, 1996. 6. Burchman CA. Education in obstetric Anesthesia. In: pain relief and anesthesia in obstetrics. A. van Zundert and GW Ostheimer (Eds.) WB Saunders, Philadelphia, 1996. 7. Burchman CA and GW Ostheimer. Organization of an obstetric anesthesia service---USA. In pain relief and anesthesia in obstetrics. WB Saunders, Philadelphia, 1996. 8. Burchman CA. Anesthetic management of the pregnant surgical patient. In Ostheimer’s Manual of Obstetrical Anesthesia. DJ Birnbach (Ed.) Churchill Livingstone Inc., New York, 2000. Books: 1. Burchman CA. Spirits of the Playing Surface, A Collection of Poetry in Four Acts. Shires Press, Manchester, VT, 2010. Curriculum Vitae Corey Burchman, MD Page 12 Patent Applications: 1. US Patent Issued for System and Method for Venous Oximetry using a Catheter, 2006 2. US Patent Application for Blind Intubation Component System, 2006 3. US Patent Application for Intravenous Fluid Sterilizer, 2009 Other: 1.Editor, “A Respite from Pain,” a quarterly monograph in South Central Pennsylvania 1995-2005. Updated: Sept, 2013 By: Kacey Gardner Contact ryan.clendenin@gmail.com www.linkedin.com/in/ryanclendenin (LinkedIn) Top Skills Strategic Leadership Marketing Strategy Market Research Languages Spanish (Limited Working) English (Native or Bilingual) Certifications ServSafe: Food Protection ManagerCertification Honors-Awards Best Aroma 2nd Place Shatter - Indica 1st Place Topical - Angel Salve J. Ryan Clendenin Make America High Again. Fort Collins, Colorado Summary Ryan Clendenin is a manufacturing and business systems strategist, a small business owner, an educator, and executive leadership professional serving the legal cannabis industry since 2013. He is focused on craft cultivation and extraction, whole plant products, and custom supply chain management solutions for boutique and corporate clients alike. With 15+ years of international experience developing systems solutions for the global defense, financial services, and agricultural supply chain verticals, Ryan is uniquely driven to achieve profitability in fragmented regulatory environments. Ryan has developed cannabis business, brands, and products across 9 states, from New York to California, aiming to broaden access to cannabis for industrial, medicinal, and recreational markets. As a part of the award-winning team that first introduced “Live Resin” to the Colorado recreational cannabis market in 2014, Ryan is dedicated to people, plants, and process. Experience Acreage Holdings Director, Manufacturing Process & Systems August 2018 - Present New York, New York Leading change and discovery in the emerging cannabis markets across the globe. PATH Management, LLC Managing Partner April 2018 - Present Fort Collins, Colorado PATH Management, LLC is dedicated to serving medical and recreational cannabis cultivation, extraction, production & distribution businesses nationwide. Page 1 of 6 PATH is focused on yielding steady profits from regenerative cultivation practices, meticulous extraction techniques, zero-waste production models, and patient driven product development. How can we help your business stay on a higher path? Kind Bill Concentrates / Live Resin Company Strategic Advisor / Co-Founder April 2014 - Present Greater Denver Area All things Live Resin Related. Business development strategy, CO2 extraction research & development, and national consulting on laboratory best practices and SOPs. Johann Does Extraction Services Independent Business Owner May 2013 - Present United States I develop high quality legal cannabis infused product solutions from inception through retail distribution. Sub-critical CO2 Extract product development is my craft. Making great medicine is my passion. My all natural products are in California, Colorado, Washington, and Nevada with widespread distribution and steady growth in each respective market. Hit me up and let's hash it out. X-Tracts Strategic Partner May 2017 - May 2018 (1 year 1 month) Greater Nashville Area, TN Seeking out new business development in high flow hemp and cannabis oil extraction & distillation. Pioneering industrial scale processes for mining off-take from valuable green waste streams. Green Goat Estates Strategic Advisor September 2017 - January 2018 (5 months) Page 2 of 6 Mendocino, California I collaborate and advise the daily operations, business development, and compliance initiatives for a collective of small sustainable farms representing the world’s finest sun-grown cannabis, bred for terroir and harvested for exclusive reserves of Live Resin. PharmaCannis Sr. Cannabis Extracts Advisor February 2017 - December 2017 (11 months) Oak Park, Illinois Production management, strategic planning, workflow optimization, standard operating procedures, supply chain optimization, and technical training for extraction, processing, and quality control initiatives across PharmaCannis operations nationwide. INTIVA Extraction Systems & Laboratory Services Director of Technology & Marketing October 2016 - December 2017 (1 year 3 months) Denver, Colorado As lead technical consultant, I provide detailed operating plans and product strategies for international clients. INTIVA Extraction Systems are based out of Denver, CO, offering scalable solutions for botanical extraction laboratories across the globe. Our 20 L production system uses supercritical CO2 to extract botanical essential oils, pristine oils, and concretes for use in product formulation. Kynd Cannabis Company Director of Production May 2016 - January 2017 (9 months) Reno, Nevada Area At Kynd, we craft high quality medicinal cannabis products from whole plant extractions. Our laboratory develops edible, sublingual, topical, and vape medicines based on emerging research on essential cannabis compounds. In many cases, our products work in synergy with other all-natural botanicals in order to advance the healing potential of so many amazing plants. Lit, Inc. Head of Product Development August 2015 - May 2016 (10 months) Denver, Colorado Page 3 of 6 Developing new products and building awesome cannabis brands for the future of legalization. EVOLAB - cannabis evolved Operations Director & Compliance Officer October 2014 - May 2015 (8 months) Denver, Colorado - People Management - Product Development - Project Management - Process Workflow Engineering - Compliance Management - Supply Chain Integration - Technology & Data Services - Documentation & Training - Intake, Production, Processing, Fulfillment MiNDFUL Marketing & Operations Director April 2014 - September 2014 (6 months) Denver, Colorado All things concentrate product sales & marketing... Some things compliance, supply chain, training, and systems administration... Do whatever it takes. The Farm Operations Project Manager October 2013 - April 2014 (7 months) Boulder, CO Operations role managing and rolling-out large scale technology projects related to production, supply chain & inventory tracking, compliance reporting, and business intelligence. I directly managed new product implementations through detailed workflow strategies, custom documentation & training, and on-hand support throughout the project life cycle. I worked across all aspects of the organization from Production through Retail and consult directly with Leadership and across Management. Various Corporate and Public Sector Clients Page 4 of 6 Internet Marketing Consultant August 2004 - May 2013 (8 years 10 months) Everywhere Brand development, web site traffic growth, web site UI and advertising revenue. Developed various brand strategies and attribution systems. Strategic Consulting, including business plan & sales strategy development. Various markets, including Retail Consumer Goods, Financial Services, eCommerce, Online Learning, Healthcare, Supply Chain Management, Manufacturing, Agriculture, Non-Profit and Publishing. Informz E-Marketing Manager October 2009 - June 2010 (9 months) Saratoga Springs, NY Senior team leader providing direct support to the COO for all digital advertising, SEO & creative content, client design services, and client email strategy professional services; extensive on-site client engagement. Cengage Learning Marketing Manager February 2007 - October 2009 (2 years 9 months) Clifton Park, NY Mid-level leadership role driving all direct marketing initiatives for health care professional development software; executing annual convention for 500+ clients; managing cross organizational team & direct reports. ICLogistics Strategic Communications Consultant August 2003 - January 2007 (3 years 6 months) Everywhere Cross functional role managing corporate documentation, product development specifications, technical writing, and content creation for web, print, PR, mobile solutions, corporate branding, and investor pitches; presenting to senior decision makers at large enterprises while driving customer service and software implementation; international business development experience throughout Europe & the Caribbean. SUNY Fredonia Adjunct Instructor, English Composition and Literature August 2001 - August 2003 (2 years 1 month) Fredonia, NY Page 5 of 6 Instruction and practice in various stages of the writing process; composing essays using narration, description, persuasion, exposition, and explanation; writing and discussion of ideas with emphasis on reading critically. Education State University of New York at Fredonia MA, English · (2001 - 2003) State University of New York at Fredonia BA, English · (1996 - 2001) Middlesex University N/A, English · (2000 - 2000) Irondequoit High School New York State Regents Diploma, Fine Art and Foreign Languages · (1991 - 1995) Page 6 of 6 Angela D'�mico CORPORATE BUSINESS OWNER Dynamic results-oriented professional with over 30 years of broad based experience and visible achievements in business development/startup, strategic business partnerships and emerging markets. Out of the box thinker with visonary leadership strengths;resourceful team player charaterized by innovative entrepreneurial spirit. CORE COMPETENCIES Business Start Up and Turnaround, Market Assessment and Research, Customer Relationship Management. Strategic Business Planning. Product Development and Launch. Client Needs Analysis, Productivity and Process Improvement. Training and Development. Major Account and National Sales. Strategic Sales and Marketing. CAREER D&B WELLNESS, LLC dba COMPASSIONATE CARE CENTER OF CT-FOUNDER 2014- PRESENT One of the first of 6 Medical Marijuana Dispensaries in the State Supervise and oversee daily operations of CCC including but not limited to; laws, ordering, paperwork, sales, vendor relationships, patient services, regulatory compliance, patient communication and education. Speak and coordinate all educational classes in dispensary and at support groups for approved diseases. Meet with doctors to educate and hopefully sign up to become a certifying doctor for the program. Train, coach and encourage success of all managers and staff.Maintain daily contact with security specialist to ensure all security measure are current and operational. Maintain all patient lists and communcate with expired card holders to help in the recertification process. Handle all marketing and merchandising for CCC of CT. Responsible for all aspects of Wellness and Hollistic Services. A.O. LINES EURO GROUP, INC. PRESIDENT/OWNER 1986-PRESENT Art publishing and Licensing Developed and built business from start up to generate muliti million dollar sales annually;established strong account customer base of retailers, manufactuers, and independents. Increased sales year after year by leveraging referenceable accounts to build credibility and introducing new sales tools and marketing collateral. Opened the market ahead of the competitions, persuasively overcoming customers concerns about current economic down trend and belief in our product viability. Created marketing presentation and demo products. Developed all trade show booth design and trend. Hired, trained and supervised all staff, sales team, and independent contractors WARNER/ELEKTRA/ATLANTIC RECORDS SALES & MARKETING 1979-1986 Recording Industry Atlantic Records 1979-1983 Elektra/Asylum Records 1983 -1984 Warner Brothers/Bearsville Records 1984-1986 Coordinate all upcoming albums releases regarding marketing and advertising to Billboard and other trades.'. Traveled through the mid-atlantic region to support new releases to all record chains. Liase between artist managers and sales and marketing regarding projected budgets. Coordinate placement of tour memorbilia for each national venue. EDUCATION BARUCH COLLEGE THE CITY UNIVERITY OF NEW YORK ZICKLIN SCHOOL OF BUSINESS B.S. 1979 55 BRITTANY ROAD • TRUMBULL, CONNECTICUT 06611 • 203.362.8461 • angela@ccc-ct.com Phil Hague, Cannabis Cultivation Expert p.hague@acreageholdings.com 720-412-3668 Phillip Hague is widely recognized as the one of the cannabis industry’s most responsible leader of specialized growing practices at a commercial scale. Phillip had a productive 17-year horticultural career before cultivating medical cannabis. Having grown up working in his family’s twelve-acre greenhouse complex, he possesses a lifetime of horticultural knowledge encompassing large-scale commercial greenhouse production, large commercial landscape projects, and extensive knowledge of commercial farming practices. He understands the intricacies of industrial gardening and uses that experience to grow the highest quality cannabis with an eye toward honoring, protecting and improving genetics. In 2000, he became a Texas Master Certified Nursery Professional by the Texas Nursery Association & Landscape Association, the highest level of professional certification available. He comes from a traditional large-scale commercial controlled agriculture environment. Philip has served as the Head Cultivator for many national cannabis cultivation companies that included a wide range of indoor, mixed light, and outdoor cultivation facilities. He has designed, built, staffed, and maintained over 1,000,000 square feet of state licensed indoor cannabis cultivation facilities, and more than 20 acres of greenhouse facilities, in Colorado, Illinois, Massachusetts and New York. He has also served as Chief Horticulturalist for a major cultivation facility, and in 2016, became the Chief Science Officer and Head of Horticulture in the United States for a major Canadian-US cannabis company. In 2017, he became the Chief Production Officer of a 90,000-square foot cultivation and manufacturing facility in New York. After transitioning from horticulture into cannabis, he quickly built some of the most successful brands in the industry, gaining the respect of his peers and the media. Winner of multiple prestigious cannabis awards, he has been featured in numerous articles and news programs on the industry. Winner of numerous awards, including the prestigious Cannabis Cup, Phillip has been featured in a number of articles on the cannabis industry including High Times centerfold feature “The Indoor Acre”, in Rolling Stone Magazine, 60 Minutes, The New York Times, Yahoo News, The Wall Street Journal, in foreign press representing some 45 countries and will soon be featured in National Geographic. Contact www.linkedin.com/in/frank- matthews-b954255 (LinkedIn) Top Skills Criminal Investigations First Responder Corporate Security Frank Matthews Matthews & Matthews, LLC - Investigations, Security and Management Consulting Greater Boston Area Experience Matthews & Matthews, LLC Co-Founder August 2015 - Present 265 Franklin Street, Suite 1702, Boston, MA 02110 Investigations, Security, and Management Consulting Francis J. Matthews is the co-founder of Matthews and Matthews, LLC, an investigation, security, and management consulting company supporting government agencies, corporations, non-profit organizations and individuals in civil, criminal and security matters. Until his retirement in August 2015, Frank Matthews was the Lieutenant Colonel, Commanding Officer of the Investigative Division for the Massachusetts State Police. In that role he directed all criminal, forensic, and Homeland Security investigations while maintaining command of over 700 sworn and civilian members assigned to 41 separate units. Frank Matthews has thirty-three years of experience in coordinating federal, state and local law enforcement agencies as well as private organizations to lead and institute crime prevention, investigation, training and response. He possesses a demonstrated high level of administrative and analytic skills which helped him rise through the organizational ranks to the highest levels of the State Police. Matthews is a recognized expert in managing sensitive investigations involving white collar and financial crime, violent crime, terrorism, sexual assault, harassment, workplace violence and Cyber- crimes. In April 2013, Frank Matthews managed and directed the State Police investigative responses to the Boston Marathon Bombing and the State Police investigation into the murder of MIT Police Officer Sean Collier at the hands of the terrorist bombers. Highly trained in advanced areas of personal and dignitary protection, Matthews commanded the Executive Protection teams for several chief executives and cabinet level elected officials as well as private dignitaries and high profile celebrities. Page 1 of 2 Matthews has a proven ability to manage multi-faceted, complex situations while ensuring effective two-way communication and the delivery of exceptional service to clients and stakeholders. Massachusetts State Police Lt. Colonel -Division Commander-Division of Investigative Services January 2010 - August 2015 (5 years 8 months) Commanding Officer of the State Police Investigative Services Division. Overseeing 700 Sworn and civilian members assigned to 40 separate Sections / Units, the Forensic Service Group (Crime Lab) and the Commonwealth Fusion Center. Massachusetts State Police Lt. Colonel- Division Commander - Division of Standards and Training January 2009 - December 2009 (1 year) Commanding Officer of the Standards and Training Division. Oversaw all Department professional standards, discipline and Internal Affairs investigations. Directed all Department Training including the State Police Academy. Massachusetts State Police Major - Deputy Division Commander - Division of Investigative Services August 2006 - January 2009 (2 years 6 months) Deputy Division Commander overseeing 16 Section / Units including State Police Homicide teams, Violent Fugitive Apprehension Section, the Fire and Explosion Investigations Section and the Gang Unit. Education Westfield State University · (1994 - 1997) Police Executive Research Forum Senior Leadership in Policing Catholic Memorial High School · (1976 - 1980) Page 2 of 2 Tamer Mohamed 235 W. Van Buren St., Chicago, IL 60607 Apt. 4119 | 720-233-8267 | t.mohamed@acreageholdings.com Education BACHELORS | MAY 2014 | UNIVERSITY OF COLORADO AT BOULDER · Major: Chemical and Biological Engineering · Certificate: Entrepreneurship Skills & Abilities MANAGEMENT · Dynamic leader with five years of experience developing, operating, and growing extract labs in Colorado, California, Illinois, and Pennsylvania. I have played a critical role in designing new labs, bringing new products to market, maintaining compliance while managing and growing a team. My greatest passion is providing the highest quality extracts to medical patients in which ever form they desire. PRODUCT CAPABILITIES · Live Resin(trained by the inventor of the process) · Live Sugar · Live Budder · High Terpene Full Spectrum Extract · High Cannabinoid Full Spectrum Extract · CO2 Shatter · CO2 Wax · Distillate · Vape Cartridges · CBD Isolate · Edibles(Infusing both Food and Beverages) · Infused Patches · Capsules · Tinctures · Lotion · Bath Balms · Diamonds · Diamond Shatter · Liquid Live Resin Experience SENIOR PROCESS ENGINEER | ACREAGE HOLDINGS | SEPTEMBER 2018 – PRESENT · In charge of instituting and maintaining the highest quality cannabis extract products. Responsible for quality control, product development, designing labs, launching new labs, and overall growth of the extraction department. VICE PRESIDENT OF MANUFACTURING | CRESCO LABS | AUGUST 2017 – SEPTEMBER 2018 · In charge of instituting and maintaining the highest quality cannabis extract products. Responsible for quality control, product development, designing labs, launching new labs, and overall growth of the extraction department. LAB DIRECTOR | QUEST CONCENTRATES | JANUARY 2017 – JULY 2017 · Helped to grow extract production from 6,000 grams per month(gpm) and 3 SKUs to 30,000 gpm and 9 SKUs. Page 2 LAB MANAGER| NUVUE PHARMA | APRIL 2016 – DECEMBER 2016 · Built entire extract lab from scratch. Everything from designing the lab, getting proper licensing, recruiting and training a team to producing 20,000 gpm. LAB MANAGER| TR SCIENTIFIC | MARCH 2013 – FEBRUARY 2016 · Trained under Kind Bill and Chem James learning to make Shatter, Wax, and eventually live resin. By the end of my tenure I was managing the lab helping and helped to increase production from 7,000 gpm to 50,000 gpm. Skills & Abilities · 1st Place 710 Cup (TR Scientific 2014) · 2nd Place THC Championship (TR Scientific 2015) · 2nd Place THC Championship (Quest Concentrates 2017) · 2nd Place Hybrid High Times Cannabis Cup( Concentrate Remedies 2016) · 2nd Place High Times Cannabis Cup San Bernardino (Kind Bill 2017) · 1st Place Hybrid High Times Cannabis Cup NorCal Cup (Team Elite Genetics 2018) scottlrudy@icloud.com Scott L. Rudy 508 681 9398 __________________________________________________________________________________________________________ PROFILE Senior manager with proven, consistent and measurable success in developing, managing and expanding businesses across a spectrum of industries, revenue sizes and complexities, both in the U.S. and internationally. Well-positioned to take on key business management role (e.g. geographic/product expansion point person, COO, major client relationship officer) due to substantial experience in: Business Plan Development/Execution • Key Relationship Management Internal/External C-Level Interaction • P&L and Management Responsibility Mergers & Acquisitions PROFESSIONAL EXPERIENCE Business Development and Expansion Significant roles requiring strategic and hands-on operational experience in new/early phase businesses or those undergoing rapid change and/or growth August 2013 – Present Osterville, MA • South Shore BioPharma: medical marijuana operations professional responsible for building-out the regional and international physical infrastructure including cultivation and dispensary facilities • Start-up regional airline: transformed founder’s vision into professional business creation process - defined build-out strategy and key business deliverables, developed professional-level business plan and financial models, generated competitor and demand/market analysis and lead fund-raising efforts resulting in $500,000 finance round • Well-established, local business owner with diversified interests: advisor for $15 million business portfolio and for proposed roll-up of new opportunities. Focus on strategic planning, business integration and operational issues • Start-up medical testing facility: critical review of key elements of business plan including funding amounts/strategy, roll-out milestone identification/issues, management, legal, and risks for urine-based testing facility with $5 million in soft-circled sales commitments • Woods Hole Oceanographic Institute Technology Transfer Office: “Project Champion” for business planning and commercialization of potentially game-changing municipal wastewater testing device • Taurus Investment Holdings, LLC: a leading global real estate investment advisor, owner-operator and value-add developer of residential and commercial properties - Newly created position and a direct CEO report, charged with diversifying investor/client base to expand growth opportunities envisioned by company board - Within six months, developed significant investor group with access to over $15 billion Shinsei International Ltd 2003 - 2010 Co-Founding Managing Director Frankfurt • Bootstrapped first European unit operations of Shinsei Bank (Tokyo). Played key role in creating, and growing entity into major revenue producer and brand in the European financial services market • Impressive growth: year 1 revenues of $5 million and grew to $80 million by year 5; team increased from initial 4 to 30 across locations in Frankfurt and London; run at lowest cost level in the Bank • Positioned Shinsei into one of the top European non-performing loan investors (portfolio over $3.5 billion) and a leading provider of real estate mezzanine finance (portfolio over $2.5 billion) • Reported directly to Shinsei’s Head of Banking in Tokyo • Responsible (along with co-MD) for overall management and strategic direction of the business with additional specific responsibility for client relationships and deal generation • Successful add-on businesses included establishment of $200 million annual European distribution platform for additional products sourced in Japan High-growth, $100 million German heavy equipment manufacturer 2012 - 2013 Lead Cross-Border Strategy/Implementation Team Frankfurt/Osterville • Created and implemented business model to diversify the European business by developing North and South American markets • Cross-border assignment, created and appointed to U.S. Board with direct report to Company CEO • Lead critical tasks including target market planning, make-or-buy decisions, identification of and negotiations with international partners and integration within existing businesses. Initial goal to establish $25 million in new revenues over 3 year period after project implementation • Role necessitated developing trust and buy-in from various constituents, from local plant supervisors, product managers to senior management and European Board Morgan Stanley 2010 - 2012 Germany Business Development Frankfurt • Brought in as point person in Commercial Real Estate Loan business unit in Germany, reporting to European Group Head in London • Tasked to reposition entity from “another big American bank” to European lending “partner” • Developed and executed bespoke strategy complementing existing Morgan Stanley infrastructure • Resulted in significant deal flow increase, yielding over $250 million of loan syndications • Re-focused intra-company communication to take advantage of potential cross-selling opportunities with investment banking and fund management units U.S./International Investment Banking With over a decade of experience in the industry, developed diverse skill set over a range of sectors including automotive, telecommunication, banking, pharmaceutical, construction, manufacturing Credit Suisse First Boston 2000 - 2002 Senior Vice President, Mergers & Acquisitions / Corporate Finance London • Recruited to CSFB to help lead cross-border transaction teams for key clients UBS Warburg 1997 - 2000 Senior Associate Director, Mergers & Acquisitions Zurich/London • Requested to join bilingual business deal teams across Zurich, Frankfurt and London offices Dresdner Bank AG 1992 - 1995 Corporate Finance Associate Frankfurt • Executed transactions for Bank’s major clients and special projects for Dresdner Board. Also developed valuation models, teaching manuals and prospectuses for use as internal standards Kidder Peabody & Co., Inc 1989 - 1991 Corporate Finance Analyst New York/London • Ranked amongst top analysts in New York, selected for senior analyst posting to London office _______________________________________________________________________________________________________________________ Education University of Chicago Booth School of Business 1995 - 1997 MBA (Finance/International Business) Chicago Worcester Polytechnic Institute BS (Management Engineering) 1988 1983 - 1988 College of the Holy Cross Worcester, MA BA (Economics) 1987 Combined 5-year (“3-2”) double degree program _________________________________________________________________________ Other Nationality: American • UK passport holder (thus ability to work in all EU member states) Languages: mother-tongue English, high level of German fluency Background: Grew up in Holliston, Massachusetts and graduated from Holliston High School, where he played football, basketball, and baseball for the Panthers. His athleticism led him to Holy Cross on a football scholarship, and his career took him around the world. He moved back to Massachusetts in 2016 to start his own business, and his story was featured in the Metrowest Daily News in 2017. • “Whatever Happened To: Holliston’s Scott Rudy” by Rick Smith (March 11, 2017 – Metrowest Daily News): https://www.metrowestdailynews.com/sports/20170311/whatever-happened-to-hollistons-scott-rudy Lauren Silberman P.O. Box 370139 Montara, CA 94037 sequoiaintl@gmail.com – (+1)650.296.7120 bio Lauren Silberman is a versatile cannabis industry consultant with over five years of hands on cannabis experience in Oregon and California with cultivators, extractors, and dispensaries alike. She is a specialist in start-ups and licensing, and has helped cannabis businesses across the United States with initial infrastructure build-out, business development, communications, and market research. Lauren has also supported cannabis licensing and state compliance for a range of clients from small-scale farmers to multi-million dollar vertically integrated companies. Before working in cannabis, Lauren gained experience coordinating and publishing academic research, and has since supported cannabis research and education projects in the United States and Israel. Relevant EXPERIENCE Licensing & Compliance Consultant – Cannabis Industry May 2015 – present Independent Contractor • Work with established and start-up cannabis businesses to support state and local licensing and compliance. Range of projects include developing and drafting cannabis licensing and land use applications, developing compliant SOPs and employee protocols, establishing compliant seed-to-sale tracking and reporting systems, security protocols, and more. • Relevant clients include: Treadwell Nursery (Florida, vertically integrated), Dirty Arm Farm (Oregon, cultivation/extraction), Tomato Hill Co. (Oregon, cultivation), Phat Dawg Pharms (Oregon, cultivation/extraction), Tokie Farms (Oregon, cultivation), Advanced Growing Solutions (Arkansas, vertically integrated) Start-Up Support & Communications Consultant – Cannabis Industry November 2014 – present Independent Contractor • Work with start-up cannabis businesses to support business strategy, infrastructure build-out, and SOP development. Projects included determining compliant standard operating procedures, creating employee handbooks/HR paperwork, brand building, developing social media strategy and building websites, R&D licensing, market research, and more. Recent communications work ranges from developing content to fact checking cannabis educational courses. • Relevant clients include: Green Valley Wellness (Oregon, dispensary), Health Research Institute Scientific Advisory Board (Oregon, research), Kanabo Research (Israel, research), Medical Marijuana 411 Inc. (Washington, research/education), Joe Dolce Communications (New York, research/education) Harvest, Process & Trim Manager – Cannabis Industry September to November 2012 – 2016 Independent Contractor • Work with various cannabis farms (both small and large scale) to manage long season harvest, post-harvest, processing, and trimming operations each fall from 2012 to 2016. Responsibilities range from managing 4 to 20 person teams to cut, big leaf, hang, buck, and trim cannabis both by hand and using various bucking and trimming machines (wet & dry). • Relevant clients include: Oregon Medical Marijuana Program (OMMP) licensed farms in Southern Oregon, up to 96 plants Organizational Management & Communications Consultant July 2013 – March 2015 Independent Contractor • Worked with various non-profit arts education organizations to support growth and development of organizational infrastructure, strategic planning, and business development. Range of projects included support with business incorporation and build-out, human resources and compliance reporting, operational management, employee training, content development, database creation and management, and more. • Specialized in digital marketing and communications for organizations or individuals, providing support in brand development, social media marketing, streamlined media management, as well as print based communication support as needed. Range of projects include website development, social media marketing plans, newsletter design and distribution, content development, and more. Marketing & Communications Coordinator – full tuition remission & stipend January – June 2013 University of Oregon Parent and Family Programs • Managed monthly newsletter, website, social media profiles, and general communications for the Parent and Family Programs department and the UO Parent and Family Association, including all print publications for the department and affiliated programs. • Provided administrative and event management support to the department. Graduate Research Fellow – full tuition remission & stipend September 2011 – December 2012 University of Oregon Center for Community Arts and Cultural Policy • Lead administrative coordinator for research center associated with UO Arts and Administration department (AAD) responsible for managing schedules, budgets, communications, general administration, and supervision of work study employees. Additionally responsible for writing and managing all publications, including quarterly eNews and yearly Annual Bulletin and Student Research Journal. • Served as Communications Director for Eugene Arts and Economic Prosperity IV Study, a local chapter of Americans for the Arts year-long study of the economic impact of local arts organizations. • Other projects include database building and maintenance, research support, and event support. EDUCATION M.A. Arts Management, Performing Arts Concentration September 2010 – June 2013 Graduate Certificate, Nonprofit Management M.M. Clarinet Performance University of Oregon, Graduate School Concurrent Master’s Degree Program B.M., Clarinet Performance and Musicology September 2004 – May 2008 Boston University, College of Fine Arts SKILLS Admin: Project management, community and team building, organizational infrastructure development, branding/communications, program design/evaluation, content & curriculum development, license application/grant writing, website and social media design/build out/maintenance, event planning and management, database/seed-to-sale tracking system building and management, SOP development, HR/bookkeeping, policy/regulatory compliance, volunteer management, corporate fundraising, photography Technology: Mac and Windows, MS Office Suite, QuickBooks, Adobe CS5/6 (Illustrator, Photoshop, InDesign, DreamWeaver, etc.), SalesForce and other database platforms, Constant Contact and other email marketing programs, SquareSpace and other blog/hosting platforms, MJ Freeway and other seed-to-sale/POS platforms, Social Media (Facebook, Twitter, Instagram, Tumblr, etc.) Certifications: Red Cross First Aid, CPR for the Professional Rescuer, Lifeguarding, AED Defibrillation, and Water Safety Instruction; Safe Zone LGBT Ally Activities & Volunteerism World Traveler, Mexico, Israel, Jordan, Argentina, Uruguay, Brazil, Europe… July 1998 to present Co-Founder, Coastside Cannabis Coalition, Half Moon Bay, California November 2017 Session Host, Cannatech Conference, Tel Aviv, Israel March 2017 Israel Research Trip Coordinator, Health Research Institute (Oregon) March 2016 Presenter, Oregon Health Authority Task Force: Researching Medical Cannabis Meeting January 2016 Israel Research Trip Coordinator, Farma Dispensary (Oregon) September 2015 Conference Manager, National El Sistema Inspired Programs Conference, Philadelphia, PA January 2015 Representative, UO Graduate School Student Advisory Board September 2012 – June 2013 Representative, Arts & Administration Dept. Student Advisory Group March 2011 – June 2012 Administrative & Development Assistant, Oregon Bach Festival, Eugene, OR Sept. 2010 – June 2011 Curator, Electronic Instrument Petting Zoo, UO [m] concert, Eugene, OR May 2011 Contributing Writer, UO Sustainable Cities Initiative Report, Salem, OR January – March 2011 Representative, UO School of Architecture and Allied Arts Vision Plan December 2010 – June 2011 Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 5. Capital Contributions Names of persons contributing more than 10% or more of capital to operate; and description of prior cannabis experience if applicable; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 4 1 MMSI Capital Contributions Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Mass Medi-Spa Inc. (“MMSI”) has received capital contributions from South Shore Bio Pharma LLC (“SSBP”), a wholly-owned subsidiary of High Street Capital Partners, LLC, d/b/a “Acreage Holdings.” We have chosen our funding partner, SSBP, which has pledged to contribute 100% of capital required to operate through a loan agreement of up to $8,000,000. The letter of intent (LOI) for the Loan Agreement is included with this proposal. This is an adequate amount for MMSI’s project and MMSI also has the ability to increase the loan amount if needed. MMSI has worked with SSBP for the past few years and it has provided all of MMSI’s funding to date. Throughout the industry, there are many groups that pledge to have a funding partner, only later to have its funding fall through after the license is awarded, which is why they must go out and find actual funding. MMSI is committed to working with SSBP and SSBP is ready to fund MMSI’s project immediately. SSBP has already committed to purchase the property at 40 Old South Road and 4 Forest Ave, as well as providing the option payment for Tomahawk Drive. In SSBP, MMSI has a strong funding partner who is committed to making MMSI’s project on Nantucket a long-term success. MMSI and SSBP also have a strategic relationship, as SSBP holds the Management and Consulting Services Agreement for MMSI’s operations. This relationship allows MMSI to tap into an unparalleled repository of cannabis expertise, while maintaining local operational control through our locally-based Executive Management Board and Community Advisory Board. This relationship between SSBP and MMSI represents a pre-packaged powerhouse of knowledge, experienced consultants, resources, and training, with essential lessons learned and best practices built from years of cannabis industry experience across a myriad of regulated cannabis markets. MMSI brings with it to Nantucket a tremendous depth of unique cannabis and business focused resources. The Town of Nantucket can be assured that MMSI will open for business on Nantucket in a manner that incorporates the best in methodologies, resources, and practices to ensure professionalism, safety, and community benefit. This wealth of knowledge, resources, and expertise includes safety, security, a state-of-the-art in-house lab testing facility, and a strong cooperative relationship with local growers. Specific details regarding the prior cannabis experience of the SSBP consultants who will support our operations can be found in the previous section of this proposal. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 6. Entity Information Copies of articles of incorporation, bylaws and similar charter documents, as well as lists of officers and directors of any and all current licensed or certified medical or adult-use locations, entities or establishments, including those located in other state(s), where the Applying Entity, or any affiliated persons, controls or otherwise has an interest in the license(s); Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 6 1 MMSI Entity Documentation Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Enclosed are the following Mass Medi-Spa, Inc (MMSI) documents: • Board Documentation • Bylaws & Amendments • Annual Reports 2013-2018 • Board Meeting Minutes • Tax Returns 2013-2017 • Management and Consulting Services Agreement • LOI to Enter Loan Agreement MA SOC Filing Number: 201810075260 Date: 5/21/2018 4:33:00 PM FORM MUST BE TYPED FORM MUST BE TYPED 5IF$PNNPOXFBMUIPG.BTTBDIVTFUUT 8JMMJBN'SBODJT(BMWJO 4FDSFUBSZPGUIF$PNNPOXFBMUI 0OF"TICVSUPO1MBDF #PTUPO .BTTBDIVTFUUT c156ds502s1508950c11321 01/13/05 D F PC PSBUUBDISFHJTUFSFEBHFOUhTDPOTFOUIFSFUP 4UBUFNFOUPG$IBOHFPG 3FHJTUFSFE"HFOU3FHJTUFSFE0ċDF (FOFSBM-BXT$IBQUFS% 4FDUJPOBOE4FDUJPO $.3 &YBDUOBNFPGDPSQPSBUJPO T @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ $VSSFOUSFHJTUFSFEPċDFBEESFTT@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ OVNCFS TUSFFU DJUZPSUPXO TUBUF [JQDPEF /FXSFHJTUFSFEPċDFBEESFTT@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ OVNCFS TUSFFU DJUZPSUPXO TUBUF [JQDPEF $VSSFOUSFHJTUFSFEBHFOU@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ OBNFPGDVSSFOUSFHJTUFSFEBHFOU 3FHJTUFSFEBHFOUXJMM DIFDLBQQSPQSJBUFCPY DIFDLBQQSPQSJBUFCPY ® DIBOHFUP@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ OBNFPGOFXSFHJTUFSFEBHFOU ® SFNBJOUIFTBNF ɨ FTUSFFUBEESFTTPGUIFSFHJTUFSFEPċDFPGUIFDPSQPSBUJPOBOEUIFCVTJOFTTBEESFTTPGUIFSFHJTUFSFEBHFOUBSFJEFOUJDBM BTSF RVJSFECZ(-$IBQUFS% 4FDUJPO ɨ JTDFSUJmDBUFJTFĊFDUJWFBUUIFUJNFBOEPOUIFEBUFBQQSPWFECZUIF%JWJTJPO VOMFTTBMBUFSFĊFDUJWFEBUFOPUNPSFUIBOEBZT GSPNUIFEBUFPGmMJOHJTTQFDJmFE@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ 4JHOFECZ @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ TJHOBUVSFPGBVUIPSJ[FEJOEJWJEVBM ® $IBJSNBOPGUIFCPBSEPGEJSFDUPST ® 1SFTJEFOU ® 0UIFSPċDFS ® $PVSUBQQPJOUFEmEVDJBSZ POUIJT@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ EBZPG@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@EBZPG@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@EBZPG @@@@@@@@@@@@@@@@@@@@@@ $POTFOUPGSFHJTUFSFEBHFOU * @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ SFHJTUFSFEBHFOUPGUIFBCPWFDPSQPSBUJPO DPOTFOUUPNZBQQPJOUNFOUBTSFHJTUFSFEBHFOUQVSTVBOUUP(- $IBQUFS% 4FDUJPO 1$ $0..0/8&"-5)0'."44"$)64&554 8JMMJBN'SBODJT(BMWJO 4FDSFUBSZPGUIF$PNNPOXFBMUI 0OF"TICVSUPO1MBDF #PTUPO .BTTBDIVTFUUT 4UBUFNFOUPG$IBOHFPG 3FHJTUFSFE"HFOU3FHJTUFSFE0ċDF (FOFSBM-BXT$IBQUFS% 4FDUJPOBOE 4FDUJPO $.3 *IFSFCZDFSUJGZUIBUVQPOFYBNJOBUJPOPGUIJTDFSUJmDBUFPGDIBOHF EVMZTVCNJUUFE UPNF JUBQQFBSTUIBUUIFQSPWJTJPOTPGUIF(FOFSBM-BXTUPUIFPSHBOJ[BUJPOPG DPSQPSBUJPOTIBWFCFFODPNQMJFEXJUI BOE*IFSFCZBQQSPWFTBJETUBUFNFOU BOE UIFmMJOHGFFJOUIFBNPVOUPG@@@@@@IBWJOHCFFOQBJE TBJETUBUFNFOUJTEFFNFE UPIBWFCFFOmMFEXJUINFUIJT@@@@@@@@ EBZPG@@@@@@@@@ BU@@@@@BNQN UJNF &ĊFDUJWFEBUF@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ NVTUCFXJUIJOEBZTPGEBUFTVCNJUUFE 8*--*".'3"/$*4("-7*/ 4FDSFUBSZPGUIF$PNNPOXFBMUI 'JMJOHGFFGPSQBQFSPSGBYmMJOHT /PGFFJGmMFEFMFDUSPOJDBMMZ 50#&'*--&%*/#:$03103"5*0/ $POUBDU*OGPSNBUJPO @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ 5FMFQIPOF@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ &NBJM @@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@ 6QPOmMJOH BDPQZPGUIJTmMJOHXJMMCFBWBJMBCMFBUXXXTFDTUBUFNBVTDPS *GUIFEPDVNFOUJTSFKFDUFE BDPQZPGUIFSFKFDUJPOTIFFUBOESFKFDUFEEPDVNFOUXJMM CFBWBJMBCMFJOUIFSFKFDUFERVFVF CSC CSC- Ewing www.cscglobal.com Suite 160 100 Princeton South Corporate Center Ewing, NJ 08628 800-631-2155 609-530-0877 (Fax) Matter#Order# Project Id : Order Date 420133 377614-5 09/07/2018 Entity Name :MASS MEDI-SPA INC. Jurisdiction :MA-Secretary of the Commonwealth Request for :Amendment/Correction/Restated/Designation Filing File# :201826459340 File date :09/07/2018 Result :Filed Ordered by MARILYN D. ADELMAN at COZEN O'CONNOR Thank you for using CSC. For real-time 24 hour access to the status of any order placed with CSC, access our website at www.cscglobal.com. If you have any questions concerning this order or CSCGlobal, please feel free to contact us. Betty-Jean Konieczny bkoniecz@cscinfo.com The responsibility for verification of the files and determination of the information therein lies with the filing officer; we accept no liability for errors or omissions. MA SOC Filing Number: 201826459340 Date: 8/9/2018 5:09:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: WILLIAM FRANCIS GALVIN Secretary of the Commonwealth August 09, 2018 05:09 PM MA SOC Filing Number: 201826459340 Date: 8/9/2018 5:09:00 PM LEGAL\37328583\2 UNANIMOUS WRITTEN CONSENT OF THE TRUSTEES OF MASS MEDI-SPA INC. As of August 31, 2018 The undersigned, being all of the trustees of the Board of Trustees (the “Board”) of Mass Medi-Spa Inc., a Massachusetts non-profit corporation (the “Corporation”), by unanimous consent in writing, without the formality of convening a meeting, do hereby consent to the following actions of the Corporation: WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation to appoint the trustees and the officers of the Corporation; NOW, THEREFORE, BE IT RESOLVED, that as of the date first written above, the Board hereby resolves that there shall be one (1) trustee; FURTHER RESOLVED, that as of the date first written above, the Board hereby appoints Richard Schlott as trustee to serve on the Board until his successor shall have been duly elected and qualified, or until his earlier resignation, removal, disability, or death. FURTHER RESOLVED, that as of the date first written above, the Board hereby appoints the following individuals to serve as officers of the Corporation in the capacity set forth next to their respective name, until the next election of officers and until their respective successor(s) shall have been duly elected and qualified, or until their earlier resignation, removal, disability, or death: Richard Schlott - President Richard Schlott - Treasurer Richard Schlott - Clerk FURTHER RESOLVED, that any one of the President, Treasurer, and Clerk of the Corporation (each an “Authorized Officer”) is authorized and empowered to take any and all further actions and to execute and deliver any and all additional documents that he or she deems necessary or desirable to carry out the intent and purposes of the foregoing resolutions; and FURTHER RESOLVED, that all actions heretofore taken by any Authorized Officer of the Corporation or any trustee of the Corporation and any other authorized representatives and agents of the Corporation to carry out the purposes and intent of these resolutions be, and they hereby are ratified and approved. 2 LEGAL\37328583\2 FURTHER RESOLVED, that this Unanimous Written Consent may be signed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same instrument. [Signature page follows] The Commonwealth of Massachusetts William Francis Galvin No Fee Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Change of Directors or Officers of Non-Profit Corporations (General Laws, Chapter 180, Section 6D) Identification Number: 800957397 I, DAN LEMAITRE X Clerk Assistant Clerk , of MASS MEDI-SPA INC. having a principal office at: 26 BROOKSIDE DRIVE FEEDING HILLS , MA 01030 USA certify that pursuant to General Laws, Chapter 180, Section 6D, a change in the directors and/or the president, treasurer and/or clerk of said corporation has been made and that the name, residential street address, and expiration of term of the president, treasurer, clerk and each director are as follows: (Please provide the name and residental street address of the assistant clerk if he/she is executing this certificate of change. Also, include the names of any additional officers of the corporation.) Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT KEVIN FLYNN 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 TREASURER JOANNA ROCHE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 SECRETARY DAN LEMAITRE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 CLERK DAN LEMAITRE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR HELENE WELD 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR ANDREW SPOLLETT 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR KEVIN FLYNN 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR JOANNA ROCHE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR DAN LEMAITRE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 SIGNED UNDER THE PENALTIES OF PERJURY, this 26 Day of December, 2018, DAN LEMAITRE , Signature of Applicant. © 2001 - 2018 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201854980360 Date: 12/26/2018 5:08:00 PM LEGAL\36218209\1 AMENDMENT TO THE BYLAWS OF MASS MEDI-SPA INC. As of May 4, 2018 The undersigned, being the Trustees of Mass Medi-Spa Inc., a Massachusetts non-profit corporation (the “Corporation”), in accordance with Section 10.2 of the Bylaws of the Corporation filed on August 19, 2013 (the “Bylaws”), do hereby amend the Bylaws as follows: Section 4.1 of the Bylaws is hereby amended by deleting and replacing the first two sentences thereof with the following: “Section 4.1 Number of Trustees. The Board of Trustees of the Corporation shall determine the number of Trustees of the Corporation, provided that the number of Trustees shall be not less than three (3) or more than ten (10).” Except as modified in this Amendment above, all of the terms, provisions and covenants of the Corporation’s Bylaws are in all other respects hereby ratified and confirmed and shall remain in full force and effect. This Amendment shall become effective when it shall have been executed by a majority of the Trustees. [Signature page follows] Signature page to Amendment to the Bylaws of Mass Medi-Spa Inc. LEGAL\36218209\1 IN WITHNESS WHEREOF, the undersigned Trustees have executed this Amendment as of the date set forth above. MASS MEDI-SPA INC. By:_______________________ George Allen Trustee By:_______________________ Anita Ganesan Trustee By:_______________________ Christopher Tolford Trustee LEGAL\37329085\1 UNANIMOUS WRITTEN CONSENT OF THE TRUSTEES OF MASS MEDI-SPA INC. As of August 31, 2018 The undersigned, being all of the trustees of the Board of Trustees (the “Board”) of Mass Medi-Spa Inc., a Massachusetts non-profit corporation (the “Corporation”), by unanimous consent in writing, without the formality of convening a meeting, do hereby consent to the following actions of the Corporation: WHEREAS, Section 10.2 of the bylaws of the Corporation filed on August 19, 2013 (the “Bylaws”) provides that the Bylaws may be amended by a majority vote of the Board; and WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation to amend the number of trustees; NOW, THEREFORE, BE IT RESOLVED, that Section 4.1 of the Bylaws of the Corporation is amended effective as of the date first written above, by deleting and replacing the first two sentences thereof with the following: “Section 4.1 Number of Trustees. The Board of Trustees of the Corporation shall determine the number of Trustees of the Corporation, provided that the number of Trustees shall be at least one (1).” FURTHER RESOLVED, that except as modified above, all of the terms, provisions and covenants of the Bylaws are in all other respects hereby ratified and confirmed and shall remain in full force and effect. FURTHER RESOLVED, that this Unanimous Written Consent may be signed in two or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same instrument. [Signature page follows] The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $15.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 180) Federal Employer Identification Number: 001113511 (must be 9 digits) Filing for November 1, 2013 In compliance with the requirements of Section 26A of Chapter one hundred and eighty (180) of the General Laws: 1. Exact name of the corporation: MASS MEDI-SPA INC. 2. Location of its principal office: No. and Street: 84 POLPIS RD City or Town: NANTUCKET State: MA Zip: 02554 Country: USA 3. DATE OF THE LAST ANNUAL MEETING: 10/27/2013 (mm/dd/yyyy) (if none leave blank) 4. State the names and street addresses of all officers, including all the directors of the corporation, and the date on which the term of office of each expires: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT JEFFREY C ROOS 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 2020 TREASURER ELIZABETH RACHEL ROOS 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 2020 SECRETARY KAREN FOREMAN 4020 W 39TH AVE DENVER, CO 80212 USA 2020 CFO ELLIOT DESANTO 2201 CHERRY STREET #704 PHILADELPHIA, PA 19103 USA 2020 VICE PRESIDENT DAVID WILLIAM COFFIN 84 POLPIS RD. NANTUCKET, MA 02554 USA 2020 OFFICER MICHAEL LINDLEY 4 MORGAN SQUARE NANTUCKET, MA 02554 USA 2020 DIRECTOR JOE STEVENS 14 ELS WAY SUSSEX, NJ 07461 USA 2020 5. Check if the corporation is a cemetery corporation that does NOT hold perpetual care funds in trust. If the corporation is a cemetery corporation that holds perpetual care funds in trust, a copy of the written instrument establishing the trust and any amendments thereto must be attached, and the annual report must be filed by facsimile, mail or in person. I, the undersigned, KAREN FOREMAN of the above-named business entity, in compliance with the General Laws, Chapter 180, hereby certify that the above information is true and correct as of the MA SOC Filing Number: 201353978480 Date: 10/28/2013 5:48:00 PM dates shown. IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, I hereto sign my name on this 28 Day of October, 2013. © 2001 - 2013 Commonwealth of Massachusetts All Rights Reserved The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $15.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 180) Federal Employer Identification Number: 800957397 (must be 9 digits) Filing for November 1, 2014 In compliance with the requirements of Section 26A of Chapter one hundred and eighty (180) of the General Laws: 1. Exact name of the corporation: MASS MEDI-SPA INC. 2. Location of its principal office: No. and Street: 84 POLPIS RD City or Town: NANTUCKET State: MA Zip: 02554 Country: USA 3. DATE OF THE LAST ANNUAL MEETING: 9/1/14 (mm/dd/yyyy) (if none leave blank) 4. State the names and street addresses of all officers, including all the directors of the corporation, and the date on which the term of office of each expires: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT JEFFREY C ROOS 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 2020 TREASURER ELIZABETH RACHEL ROOS 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 2020 SECRETARY KAREN FOREMAN 4020 W 39TH AVE DENVER, CO 80212 USA 2020 CFO ELLIOT DESANTO 2201 CHERRY STREET #704 PHILADELPHIA, PA 19103 USA 2020 OFFICER MICHAEL LINDLEY 4 MORGAN SQUARE NANTUCKET, MA 02554 USA 2020 VICE PRESIDENT DAVID WILLIAM COFFIN 84 POLPIS RD. NANTUCKET, MA 02554 USA 2020 DIRECTOR JOE STEVENS 14 ELS WAY SUSSEX, NJ 07461 USA 2020 5. Check if the corporation is a cemetery corporation that does NOT hold perpetual care funds in trust. If the corporation is a cemetery corporation that holds perpetual care funds in trust, a copy of the written instrument establishing the trust and any amendments thereto must be attached, and the annual report must be filed by facsimile, mail or in person. I, the undersigned, JEFFREY C ROOS of the above-named business entity, in compliance with the General Laws, Chapter 180, hereby certify that the above information is true and correct as of the MA SOC Filing Number: 201402311930 Date: 11/11/2014 2:14:00 AM dates shown. IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, I hereto sign my name on this 11 Day of November, 2014. © 2001 - 2014 Commonwealth of Massachusetts All Rights Reserved The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $15.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 180) Identification Number: 800957397 Filing for November 1, 2015 In compliance with the requirements of Section 26A of Chapter one hundred and eighty (180) of the General Laws: 1. Exact name of the corporation: MASS MEDI-SPA INC. 2. Location of its principal office: No. and Street: 84 POLPIS RD City or Town: NANTUCKET State: MA Zip: 02554 Country: USA 3. DATE OF THE LAST ANNUAL MEETING: (mm/dd/yyyy) (if none leave blank) 4. State the names and street addresses of all officers, including all the directors of the corporation, and the date on which the term of office of each expires: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT JEFFREY C ROOS 2172 S TRENTON WAY 7-308 DENVER, CO 80231 USA 2017 TREASURER ELLIOT DESANTO 370 FIRST AVENUE, APT. 14H NEW YORK, NY 10010 USA 2017 CFO ELLIOT DESANTO 370 FIRST AVENUE, APT. 14H NEW YORK, NY 10010 USA 2017 OFFICER MICHAEL LINDLEY 4 MORGAN SQUARE NANTUCKET, MA 02554 USA 2020 COO JOHN MARCUS 7 LEONARD RD. WALPOLE, MA 02081 USA 2017 CLERK JEFFREY C ROOS 2172 S TRENTON WAY 7-308 DENVER, CO 80231 USA 2017 MEDICAL ADVISOR ROBERT ARNOT 10 MOUNTAIN GLEN STOWE, VT 05672 USA 2017 PHARMACIST DANIEL BALLING 66 FAIRGROUNDS RD NANTUCKET, MA 02554 USA 2017 NURSE MARY JOAN ROOS 26 BROOKSIDE DR FEEDING HILLS, MA 01030 USA 2017 VICE PRESIDENT DAVID WILLIAM COFFIN 84 POLPIS RD. NANTUCKET, MA 02554 USA 2020 DIRECTOR MICHAEL LINDLEY 4 MORGAN SQUARE NANTUCKET, MA 02554 USA 2020 MA SOC Filing Number: 201552675900 Date: 11/24/2015 1:26:00 PM 5. Check if the corporation is a cemetery corporation that does NOT hold perpetual care funds in trust. If the corporation is a cemetery corporation that holds perpetual care funds in trust, a copy of the written instrument establishing the trust and any amendments thereto must be attached, and the annual report must be filed by facsimile, mail or in person. I, the undersigned, JEFFREY C ROOS of the above-named business entity, in compliance with the General Laws, Chapter 180, hereby certify that the above information is true and correct as of the dates shown. IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, I hereto sign my name on this 24 Day of November, 2015. © 2001 - 2015 Commonwealth of Massachusetts All Rights Reserved The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $15.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Special Filing Instructions Annual Report (General Laws, Chapter 180) Identification Number: 800957397 Filing for November 1, 2016 In compliance with the requirements of Section 26A of Chapter one hundred and eighty (180) of the General Laws: 1. Exact name of the corporation: MASS MEDI-SPA INC. 2. Location of its principal office: No. and Street: 84 POLPIS RD City or Town: NANTUCKET State: MA Zip: 02554 Country: USA 3. DATE OF THE LAST ANNUAL MEETING: (mm/dd/yyyy) (if none leave blank) 4. State the names and street addresses of all officers, including all the directors of the corporation, and the date on which the term of office of each expires: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT JEFFREY C ROOS 171 PROMONTORY DRIVE W NEWPORT BEACH, CA 92660 USA 2017 TREASURER ELLIOT DESANTO 370 FIRST AVENUE, APT. 14H NEW YORK, NY 10010 USA 2017 CFO ELLIOT DESANTO 370 FIRST AVENUE, APT. 14H NEW YORK, NY 10010 USA 2017 NURSE MARY JOAN ROOS 26 BROOKSIDE DR FEEDING HILLS, MA 01030 USA 2017 MEDICAL ADVISOR ROBERT ARNOT 10 MOUNTAIN GLEN STOWE, VT 05672 USA 2017 PHARMACIST DANIEL BALLING 66 FAIRGROUNDS RD NANTUCKET, MA 02554 USA 2017 COO DANIEL BALLING 66 FAIRGROUNDS RD NANTUCKET, MA 02554 USA 2017 COO JOHN MARCUS 7 LEONARD RD. WALPOLE, MA 02081 USA 2017 CLERK JEFFREY C ROOS 171 PROMONTORY DRIVE W NEWPORT BEACH, CA 92660 USA 2017 DIRECTOR MARY JOAN ROOS 26 BROOKSIDE DR FEEDING HILLS, MA 01030 USA 2017 DIRECTOR EDWARD MOSKAL 119 CENTRAL PARK DRIVE HOLYOKE, MA 01040 USA 2018 MA SOC Filing Number: 201699444560 Date: 12/6/2016 5:49:00 PM 5. Check if the corporation is a cemetery corporation that does NOT hold perpetual care funds in trust. If the corporation is a cemetery corporation that holds perpetual care funds in trust, a copy of the written instrument establishing the trust and any amendments thereto must be attached, and the annual report must be filed by facsimile, mail or in person. I, the undersigned, JEFFREY C ROOS of the above-named business entity, in compliance with the General Laws, Chapter 180, hereby certify that the above information is true and correct as of the dates shown. IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, I hereto sign my name on this 6 Day of December, 2016. © 2001 - 2016 Commonwealth of Massachusetts All Rights Reserved The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $15.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 180) Identification Number: 800957397 Filing for November 1, 2017 In compliance with the requirements of Section 26A of Chapter one hundred and eighty (180) of the General Laws: 1. Exact name of the corporation: MASS MEDI-SPA INC. 2. Location of its principal office: No. and Street: 26 BROOKSIDE DRIVE City or Town: FEEDING HILLS State: MA Zip: 01030 Country: USA 3. DATE OF THE LAST ANNUAL MEETING: (mm/dd/yyyy) (if none leave blank) 4. State the names and street addresses of all officers, including all the directors of the corporation, and the date on which the term of office of each expires: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT JEFFREY CRAIG ROOS 10 PEACHCROFT RD MORRISTOWN, NJ 07960 USA 2033 TREASURER JOHN MARCUS 7 LEONARD RD. WALPOLE, MA 02081 USA 2035 CLERK JEFFREY CRAIG ROOS 10 PEACHCROFT RD MORRISTOWN, NJ 07960 USA 2033 MEDICAL ADVISOR MARY JOAN ROOS 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 2035 CHIEF SECURITY OFFICER EDWARD MOSKAL 119 CENTRAL PARK DRIVE HOLYOKE, MA 01040 USA 2037 PHARMACIST DANIEL BALLING 66 FAIRGROUNDS RD. NANTUCKET, MA 02554 USA 2033 MEDICAL ADVISOR FRANK COLARUSSO 79 WEST SHORE DRIVE PENNINGTON, NJ 08534 USA 2037 DIRECTOR EDWARD MOSKAL 119 CENTRAL PARK DRIVE HOLYOKE, MA 01040 USA 2037 5. Check if the corporation is a cemetery corporation that does NOT hold perpetual care funds in trust. If the corporation is a cemetery corporation that holds perpetual care funds in trust, a copy of the written instrument establishing the trust and any amendments thereto must be attached, and the annual report must be filed by facsimile, mail or in person. MA SOC Filing Number: 201759626750 Date: 10/18/2017 10:42:00 PM I, the undersigned, JEFFREY CRAIG ROOS of the above-named business entity, in compliance with the General Laws, Chapter 180, hereby certify that the above information is true and correct as of the dates shown. IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, I hereto sign my name on this 18 Day of October, 2017. © 2001 - 2017 Commonwealth of Massachusetts All Rights Reserved The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $15.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 180) Identification Number: 800957397 Filing for November 1, 2018 In compliance with the requirements of Section 26A of Chapter one hundred and eighty (180) of the General Laws: 1. Exact name of the corporation: MASS MEDI-SPA INC. 2. Location of its principal office: No. and Street: 26 BROOKSIDE DRIVE City or Town: FEEDING HILLS State: MA Zip: 01030 Country: USA 3. DATE OF THE LAST ANNUAL MEETING: (mm/dd/yyyy) (if none leave blank) 4. State the names and street addresses of all officers, including all the directors of the corporation, and the date on which the term of office of each expires: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT KEVIN FLYNN 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 TREASURER JOANNA ROCHE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 SECRETARY DAN LEMAITRE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 CLERK DAN LEMAITRE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR KEVIN FLYNN 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR DAN LEMAITRE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR JOANNA ROCHE 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 DIRECTOR HELENE WELD 26 BROOKSIDE DRIVE FEEDING HILLS, MA 01030 USA 12/26/2038 5. Check if the corporation is a cemetery corporation that does NOT hold perpetual care funds in trust. If the corporation is a cemetery corporation that holds perpetual care funds in trust, a copy of the written instrument establishing the trust and any amendments thereto must be attached, and the annual report must be filed by facsimile, mail or in person. MA SOC Filing Number: 201854920780 Date: 12/26/2018 3:00:00 PM I, the undersigned, KEVIN FLYNN of the above-named business entity, in compliance with the General Laws, Chapter 180, hereby certify that the above information is true and correct as of the dates shown. IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, I hereto sign my name on this 26 Day of December, 2018. © 2001 - 2018 Commonwealth of Massachusetts All Rights Reserved Form 7004 Application for Automatic Extension of Time To File Certain OMB No. 1545-0233(Rev December 2012)Business Income Tax, Information, and Other Returns G File a separate application for each return.Department of the Treasury G Information about Form 7004 and its separate instructions is at www.irs.gov/form7004.Internal Revenue Service Name Identifying number Print Number, street, and room or suite number. (If P.O. box, see instructions.)or Type City, town, state, and ZIP code (If a foreign address, enter city, province or state, and country (follow the country's practice for entering postal code)). File request for extension by the due date of the return for which the extension is granted. See instructions before completing this form.Note. Part I Automatic 5-Month Extension 1a Enter the form code for the return that this application is for (see below). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 1065 Form 1041 (estate other than a bankruptcy estate)09 04 Form 8804 Form 1041 (trust)31 05 Automatic 6-Month ExtensionPart II b Enter the form code for the return that this application is for (see below). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 706-GS(D)Form 1120-ND (section 4951 taxes)01 20 Form 706-GS(T)Form 1120-PC02 21 Form 1041 (bankruptcy estate only)Form 1120-POL03 22 Form 1041-N Form 1120-REIT06 23 Form 1041-QFT Form 1120-RIC07 24 Form 1042 Form 1120S08 25 Form 1065-B Form 1120-SF10 26 Form 1066 Form 3520-A11 27 Form 1120 Form 861212 28 Form 1120-C Form 861334 29 Form 1120-F Form 872515 30 Form 1120-FSC Form 883116 32 Form 1120-H Form 887617 33 Form 1120-L Form 892418 35 Form 1120-ND Form 892819 36 If the organization is a foreign corporation that does not have an office or place of business in the United States, check here. . . . . . G2 If the organization is a corporation and is the common parent of a group that intends to file a consolidated return, check here. . . . . G3 If checked, attach a statement, listing the name, address, and Employer Identification Number (EIN) for each member covered by this application. Part III All Filers Must Complete This Part If the organization is a corporation or partnership that qualifies under Regulations section 1.6081-5, check here. . . . . . . . . . . . . . . . . . . G4 The application is for calendar year 20 , or tax year beginning , 20 , and ending , 205a Initial return Final returnShort tax year.If this tax year is less than 12 months, check the reason:b Change in accounting period Consolidated return to be filed Other (see instructions 'attach explanation) 6 Tentative total tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Total payments and credits (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Balance due. Subtract line 7 from line 6 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Form 7004 (Rev 12-2012)BAA For Privacy Act and Paperwork Reduction Act Notice, see separate instructions. CPCZ0701L 11/30/12 80-0957397MASS MEDI-SPA INC. C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 12 8/07 13 12/31 13 X 0. 0. 0. OMB No. 1545-0123U.S. Corporation Income Tax ReturnForm 1120 For calendar year 2013 or tax year beginning , 2013, ending ,Department of the Treasury 2013GInternal Revenue Service Information about Form 1120 and its separate instructions is at www.irs.gov/form1120. Employer identification numberACheck if:B Consolidated return1a(attach Form 851). . TYPELife/nonlife consoli-b Date incorporatedCORdated return. . . . . . Personal holding co.PRINT2(attach Sch PH). . . Total assets (see instructions)DPersonal service3corp (see instrs). . . $ Schedule M-34 Check if:Initial return Final return Name change Address changeE(1)(2)(3)(4)attached . . . . . . . . 1a 1aGross receipts or sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 1bReturns and allowances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 1cBalance. Subtract line 1b from line 1a. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2Cost of goods sold (attach Form 1125-A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 3 3Gross profit. Subtract line 2 from line 1c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N C 4 4Dividends (Schedule C, line 19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . O M 55Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E 6 6Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Capital gain net income (attach Schedule D (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10Other income (see instructions ' attach schedule). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total income. Add lines 3 through 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11G 12 12Compensation of officers (see instructions 'attach Form 1125-E). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 13 13Salaries and wages (less employment credits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14Repairs and maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F 1515Bad debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D OER 16 16Rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DU L 17 17Taxes and licenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C ITM 18 18Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I IO 19 19Charitable contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TNA 20 20Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562). S T I 21 21Depletion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S OEN 22 22Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E S 23 23Pension, profit-sharing, etc, plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I ONN 24 24Employee benefit programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ST D 25 25Domestic production activities deduction (attach Form 8903). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R EUD 26 26Other deductions (attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C UTC Total deductions. Add lines 12 through 26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27GITOI2828Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11. . . . . . . . . . . . . . . . . . . . N OSN 29a 29aNet operating loss deduction (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . S b 29bSpecial deductions (Schedule C, line 20). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 29cAdd lines 29a and 29b. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable income. Subtract line 29c from line 28 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 30TCXR3131Total tax (Schedule J, Part I, line 11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SR 32 32ETotal payments and refundable credits (Schedule J, Part II, line 21). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AFN 33 33UEstimated tax penalty (see instructions). Check if Form 2220 is attached. . . . . . . . . . . . . . . . . . . . GDNAmount owed. If line 32 is smaller than the total of lines 31 and 33, enter amount owed. . . . . . . . . . . . . . 34 34DPAMOverpayment.If line 32 is larger than the total of lines 31 and 33, enter amount overpaid. . . . . . . . . . . . . 35 35BTLS3636Refunded GEGEnter amount from line 35 you want: Credited to 2014 estimated tax. . . . Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge May the IRS discussand belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.this return with theSignpreparer shown below(see instructions)?Here A ASignature of officer Date Title Yes No Print/Type preparer's name Preparer's signature Date PTINCheckif self-employedPaid GPreparer Firm's EINFirm's name GUse Only GFirm's address Phone no. CPCA0205L 07/30/13 Form 1120 (2013)BAA For Paperwork Reduction Act Notice, see separate instructions. 8/07 12/31 2013 8/07/2013 MASS MEDI-SPA INC.C/O ALTMAN CPA 131 JERICHO TPKE #302JERICHO, NY 11753 945,505.X 45. 45. 40,000. 203,884. 243,884. -243,839. -243,839. 0. 0. 0. PRESIDENT X HARVEY ALTMAN & CO. CPA PC 11-2648173131 JERICHO TPKE STE 302JERICHO, NY 11753-1072 (516) 333-3352 80-0957397 HARVEY ALTMAN, CPA SEE STATEMENT 1 Form 1120 (2013)Page 2 Schedule C Dividends and Special Deductions (b) Percentage (c) Special deductions(a) Dividends(see instructions)(a) x (b)received Dividends from less-than-20%-owned domestic corporations (other1 70than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned domestic corporations (other2 80than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . seeDividends on debt-financed stock of domestic and3 instructionsforeign corporations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of less-than-20%-owned4 42public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of 20%-or-more-owned5 48public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from less-than-20%-owned foreign corporations and6 70certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned foreign corporations and7 80certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1008Dividends from wholly owned foreign subsidiaries. . . . . . . . . . . . . . . . . . Total. Add lines 1 through 8. See instructions for limitation . . . . . . . . . 9 Dividends from domestic corporations received by a small business10investment company operating under the Small Business 100Investment Act of 1958. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10011Dividends from affiliated group members. . . . . . . . . . . . . . . . . . . . . . . . . . 10012Dividends from certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from foreign corporations not included on lines 3, 6, 7, 8,13 11, or 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from controlled foreign corporations under subpart F14 (attach Form(s) 5471). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Foreign dividend gross-up. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 IC-DISC and former DISC dividends not included on lines 1, 2, or 3. 17 Other dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deduction for dividends paid on certain preferred stock of18 public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total dividends. Add lines 1 through 17. Enter here and on19 page 1, line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G Total special deductions. Add lines 9, 10, 11, 12, and 18. Enter here and on page 1, line 29b. . . . . . . . . . . . . . . . . . 20 G Form 1120 (2013) CPCA0212L 07/30/13 MASS MEDI-SPA INC. 80-0957397 Form 1120 (2013)Page 3 Tax Computation and Payment (see instructions)Schedule J Part I 'Tax Computation 1 Check if the corporation is a member of a controlled group (attach Schedule O (Form 1120)). . . . . . . . G 2 Income tax. Check if a qualified personal service corporation 2(see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 3 3Alternative minimum tax (attach Form 4626). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4Add lines 2 and 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5a 5aForeign tax credit (attach Form 1118). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 5bCredit from Form 8834 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 5cGeneral business credit (attach Form 3800). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 5dCredit for prior year minimum tax (attach Form 8827). . . . . . . . . . . . . . . . . . . . . . . . . e 5eBond credits from Form 8912. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 5a through 5e. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 7 7Subtract line 6 from line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Personal holding company tax (attach Schedule PH (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9a 9aRecapture of investment credit (attach Form 4255). . . . . . . . . . . . . . . . . . . . . . . . . . . . b 9bRecapture of low-income housing credit (attach Form 8611). . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'completed long-term contractsc 9c(attach Form 8697). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'income forecast method (attachd 9dForm 8866). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e 9eAlternative tax on qualifying shipping activities (attach Form 8902). . . . . . . . . . . . . f 9fOther (see instructions 'attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. Add lines 9a through 9f. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total tax. Add lines 7, 8, and 10. Enter here and on page 1, line 31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Part II 'Payments and Refundable Credits 12 122012 overpayment credited to 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 132013 estimated tax payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 142013 refund applied for on Form 4466. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15Combine lines 12, 13, and 14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16Tax deposited with Form 7004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17Withholding (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total payments. Add lines 15, 16 and 17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Refundable credits from:19 a 19aForm 2439. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 19bForm 4136. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 19cForm 8827, line 8c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 19dOther (attach statement 'see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 19a through 19d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Total payments and credits. Add lines 18 and 20. Enter here and on page 1, line 32. . . . . . . . . . . . . . . . . . . . . . . 21 21 Other Information (see instructions)Schedule K Check accounting method Cash Accrual Other (specify) G1abc Yes No See the instructions and enter the:2 a Business activity code no. G Business activity Gb Product or service Gc Is the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 If 'Yes,' enter name and EIN of the parent corporation G At the end of the tax year:4 Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax-exempta organization own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part I of Schedule G (Form 1120) (attach Schedule G). . . . . . . . . . . . b Did any individual or estate own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part II of Schedule G (Form 1120) (att Schedule G). . CPCA0234L 07/30/13 Form 1120 (2013)BAA MASS MEDI-SPA INC. 80-0957397 0. 0. 0. 0. 0. 0. X 446190EDUCATIONAL & SCIENTPRODUCT X X X Form 1120 (2013)Page 4 Schedule K Other Information continued (see instructions) Yes No5At the end of the tax year, did the corporation: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation not included on Form 851,Affiliations Schedule? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iii) Country of (iv) Percentage(i) Name of Corporation Identification Number Incorporation Owned in Voting Stock(if any) Yes NoOwn directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in any foreign or domesticbpartnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iv)Maximum(iii) Country of (i) Name of Entity Identification Number Organization Percentage Owned in(if any)Profit, Loss, or Capital During this tax year, did the corporation pay dividends (other than stock dividends and distributions in exchange for stock) in6 excess of the corporation's current and accumulated earnings and profits? (See sections 301 and 316.). . . . . . . . . . . . . . . . . . . . . If 'Yes,' file Form 5452, Corporate Report of Nondividend Distributions. If this is a consolidated return, answer here for the parent corporation and on Form 851 for each subsidiary At any time during the tax year, did one foreign person own, directly or indirectly, at least 25% of (a)the total voting power of7 all classes of the corporation's stock entitled to vote or (b)the total value of all classes of the corporation's stock?. . . . . . . . . . . For rules of attribution, see section 318. If 'Yes,' enter: (i)Percentage owned G and (ii)Owner's country G (c) The corporation may have to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Enter the number of Forms 5472 attached G 8 GCheck this box if the corporation issued publicly offered debt instruments with original issue discount . . . . . . . . . . . . . . . . . If checked, the corporation may have to file Form 8281, Information Return for Publicly Offered Original Issue Discount Instruments. $9 Enter the amount of tax-exempt interest received or accrued during the tax year G Enter the number of shareholders at the end of the tax year (if 100 or fewer) G10 If the corporation has an NOL for the tax year and is electing to forego the carryback period, check here. . . . . . . . . . . . . . G11 If the corporation is filing a consolidated return, the statement required by Regulations section 1.1502-21(b)(3) must be attached or the election will not be valid. $12 Enter the available NOL carryover from prior tax years (do not reduce it by any deduction on line 29a.) G Are the corporation's total receipts (page 1, line 1a, plus lines 4 through 10) for the tax year and its total assets at the end13 of the tax year less than $250,000?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' the corporation is not required to complete Schedules L, M-1, and M-2. Instead, enter the total amount of cash distributions and the book value property distributions (other than cash)$made during the tax year.G Is the corporation required to file Schedule UTP (Form 1120), Uncertain Tax Position Statement (see instructions)?. . . . . . . . . . 14 If 'Yes,' complete and attach Schedule UTP. Did the corporation make any payments in 2013 that would require it to file Form(s) 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15a If 'Yes,' did or will the corporation file required Forms 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b During this tax year, did the corporation have an 80% or more change in ownership, including a change due to redemption of16 its own stock?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . During or subsequent to this tax year, but before the filing of this return, did the corporation dispose of more than 65% (by17 value) of its assets in a taxable, non-taxable, or tax deferred transaction?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the corporation receive assets in a section 351 transfer in which any of the transferred assets had a fair market basis or18 fair market value of more than $1 million. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 1120 (2013)CPCA0234L 07/30/13 X NONE X NONE X X MASS MEDI-SPA INC. 80-0957397 X X X X X X X X Form 1120 (2013)Page 5 Beginning of tax year End of tax yearSchedule L Balance Sheets per Books (a)(b)(c)(d)Assets 1 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a Trade notes and accounts receivable. . . . . . . . b Less allowance for bad debts. . . . . . . . . . . . . . . 3 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 U.S. government obligations. . . . . . . . . . . . . . . . 5 Tax-exempt securities (see instructions). . . . . 6 Other current assets (attach statement). . . . . . . . . . . . . . 7 Loans to shareholders. . . . . . . . . . . . . . . . . . . . . . 8 Mortgage and real estate loans. . . . . . . . . . . . . 9 Other investments (attach statement). . . . . . . . . . . . . . . 10a Buildings and other depreciable assets. . . . . . b Less accumulated depreciation . . . . . . . . . . . . . 11a Depletable assets. . . . . . . . . . . . . . . . . . . . . . . . . . b Less accumulated depletion . . . . . . . . . . . . . . . . 12 Land (net of any amortization). . . . . . . . . . . . . . 13a Intangible assets (amortizable only). . . . . . . . . b Less accumulated amortization . . . . . . . . . . . . . 14 Other assets (attach statement). . . . . . . . . . . . . . . . . . . 15 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities and Shareholders' Equity 16 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 17 Mortgages, notes, bonds payable in less than 1 year. . . . 18 Other current liabilities (attach stmt). . . . . . . . . . . . . . . . 19 Loans from shareholders. . . . . . . . . . . . . . . . . . . 20 Mortgages, notes, bonds payable in 1 year or more . . . . . 21 Other liabilities (attach statement). . . . . . . . . . . . . . . . . 22 aCapital stock:Preferred stock. . . . . . . . . . . . b Common stock. . . . . . . . . . . . 23 Additional paid-in capital. . . . . . . . . . . . . . . . . . . 24 Retained earnings 'Approp (att stmt). . . . . . . . . . . . . . 25 Retained earnings 'Unappropriated. . . . . . . . 26 Adjmt to shareholders' equity (att stmt). . . . . . . . . . . . . . 27 Less cost of treasury stock . . . . . . . . . . . . . . . . . 28 Total liabilities and shareholders' equity . . . . . Schedule M-1 Reconciliation of Income (Loss) per Books With Income per Return Note: Schedule M-3 required instead of Schedule M-1 if total assets are $10 million or more 'see instructions Income recorded on books this year not71Net income (loss) per books. . . . . . . . . . . . . . . . included on this return (itemize):2 Federal income tax per books. . . . . . . . . . . . . . . $3 Tax-exempt interestExcess of capital losses over capital gains. . . Income subject to tax not recorded on books4 this year (itemize): Deductions on this return not charged8 Expenses recorded on books this year not against book income this year (itemize):5 deducted on this return (itemize):$a Depreciation. . $$a b Charitable contribnsDepreciation. . . . . . . . $b Charitable contributions. . $Travel & entertainment. . . c 9 Add lines 7 and 8. . . . . . . . . . . . . . . . . . . . . 6 10Add lines 1 through 5. . . . . . . . . . . . . . . . . . . . . . Income (page 1, line 28) 'line 6 less line 9. . . . . Schedule M-2 Analysis of Unappropriated Retained Earnings per Books (Line 25, Schedule L) 1 5 aBalance at beginning of year . . . . . . . . . . . . . . . Distributions. . . . . . . . . . . . . . . Cash. . . . 2 b cNet income (loss) per books. . . . . . . . . . . . . . . . Property. . . Stock Other decreases (itemize):Other increases (itemize):3 6 7 Add lines 5 and 6. . . . . . . . . . . . . . . . . . . . . 4 8Add lines 1, 2, and 3. . . . . . . . . . . . . . . . . . . . . . . Balance at end of year (line 4 less line 7). . . . . . . CPCA0234L 07/30/13 Form 1120 (2013) MASS MEDI-SPA INC. 80-0957397 945,505. 0.945,505. 1,190,025. -244,520. 0.945,505. -244,520. 681. 681.0. -243,839.-243,839. -244,520. -244,520.-244,520. SEE ST 2 2013 FEDERAL STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 1120, LINE 26 OTHER DEDUCTIONS AIRFARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,276.BANK CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.BUSINESS CONFERENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,337.CONSULTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,905.DUES, SUBSCRIPTIONS & MEMBERSHIP FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000.EQUIPMENT RENTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,400.FILING FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,019.INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.LEGAL AND PROFESSIONAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,625.MEALS AND ENTERTAINMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 682.OFFICE SUPPLIES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,769.STATIONERY & PRINTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,270.TRAVEL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,530.TOTAL $203,884. STATEMENT 2 FORM 1120, SCHEDULE L, LINE 21 OTHER LIABILITIES BEGINNING ENDING LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.$1,190,025.TOTAL $0.$1,190,025. Detach Here 88-12-00018 MassachusettsForm 355-7004 Application for Corporate Extension '2013 Department of Revenue Federal Identification number Is the corporation incorporated in Massachusetts?Period end date Amount enclosed Yes No Business name Type of extension being applied for Automatic six-month Extension until:a b Mailing address City/Town State Zip Sign here. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of officer or agent Signature of paid preparer Date Employer Identification number of paid preparer Social Security number or PTIN of paid preparer MACZ0812L 11/05/13 2013 0167 104 X80-0957397 12/31/2013 500. XMASS MEDI-SPA INC. C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 11-2648173 MA13397110322013 Form 355 Business or Manufacturing Corporation Excise Return Year beginning Ending GIs the corporation incorporated within Massachusetts?Yes No1 GType of corporation Section 38 manufacturer Mutual fund service2 GType of corporation R&D Classified manufacturing RIC REIT3 GIs the corporation filing a Massachusetts unitary return?Yes No4 GIs the corporation's tax year different from the 355U?Yes No5 GIs the corporation an insurance mutual holding corporation?Yes No6 GIs the corporation requesting alternate apportionment?Yes No7 GIs this a final Massachusetts return?Yes No8 GPrincipal business code 99 GFID of principal reporting corporation if answer to line 4 is Yes10 10 Average number of employees in Massachusetts11 11 Average number of employees worldwide12 12 Date of charter or first date of business in Massachusetts13 13 GLast year audited by IRS 1414 Have adjustments been reported to Massachusetts?Yes No15 GIs the corporation deducting intangible or interest expenses paid to a related entity?Yes No16 GIs the taxpayer enclosing a Taxpayer Disclosure Statement?Yes No17 G Yes NoIs the taxpayer claiming exemption from the income measure of the excise pursuant to PL 86-272?18 SIGN HERE. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of appropriate officer Date Print paid preparer's name Paid preparer's SSN or PTIN G Title Paid preparer's phone Paid preparer's EIN Are you signing as an authorized delegate Paid preparer's signature Date Check if self-employedof the appropriate officer of the corporation? Yes No(see instructions) Taxpayer's e-mail address PRIVACY ACT NOTICE AVAILABLE UPON REQUEST MACA0112L 12/4/13 08072013 12312013 MASS MEDI-SPA INC.800957397C/O ALTMAN CPA 131 JERI JERICHO NY 11753 X XXXXX 446190 08072013 XXX PRESIDENT X 090414 100510 A HARVEY ALTMAN, CPA 11-2648173(516) 333-3352 HARVEY ALTMAN & CO. CPA PC 131 JERICHO TPKE STE 302 JERICHO, NY 11753-1072 2013 Excise CalculationMA1339721032 Business or Manufacturing Corporation Excise Return G GTaxable Massachusetts tangible property, if applicable x .0026 =1 1 G GTaxable net worth, if applicable x .0026 =2 2 G Gx .0800 =Massachusetts taxable income 33 GCredit recapture4 4 GTax on installment sales5 5 Excise before credits6 6 GTotal credits7 7 Excise after credits8 8 Combined filer tax due9 9 Minimum excise10 10 Excise due before voluntary contribution11 11 GVoluntary contribution for endangered wildlife conservation12 12 GExcise due plus voluntary contribution13 13 G2012 overpayment applied to your 2013 estimated tax14 14 G2013 Massachusetts estimated tax payments15 15 GPayment made with extension16 16 GGPass-through entity withholding. Payer ID number17 17 GTotal refundable credits18 18 Total payments19 19 Amount overpaid20 20 G21 21Amount overpaid to be credited to 2014 estimated tax GAmount overpaid to be refunded Refund22 22 GBalance due Balance due23 23 G a + b=M-2220 penalty Late file/pay penalties24ab 24 Interest on unpaid balance25 25 GTotal payment due at time of filing Total due26 26 MACA0112L 12/4/13 MASS MEDI-SPA INC. 0 0 456 456 500 4444 0 800957397 090414 100510 A 500 000 000 0456 MA13060110322013 Schedule A Balance Sheet A B Accumulated CTangible Assets Original depreciation and Net bookcostamortizationvalueCapital assets in Massachusetts:1 GBuildingsa1aG Landb 1bG GMotor vehicles and trailersc 1cG GMachinery taxed locallyd 1dG Machinery not taxed locallye 1e Equipmentf 1f Fixturesg 1g GLeasehold improvements taxed locallyh 1hG Leasehold improvements not taxed locallyi 1i Other fixed depreciable assetsj 1j Construction in progressk 1k Total capital assets in Massachusettsl 1 lG Inventories in Massachusetts:2 General merchandisea 2a Exempt goodsb 2bG Supplies and other non-depreciable assets in Massachusetts3 3 Total tangible assets in Massachusetts4 4G Capital assets outside of Massachusetts:5 Buildings and other depreciable assetsa 5a Landb 5b Leaseholds/leasehold improvements outside Massachusetts6 6 GTotal capital assets outside Massachusetts7 7G MACA0135L 12/27/13 MASS MEDI-SPA INC.800957397 090414 100510 A 2013 Schedule A, page 2MA1306021032 Business or Manufacturing Corporation Excise Return Inventories outside Massachusetts8 8 Supplies and other non-depreciable assets outside Massachusetts9 9 Total tangible assets outside of Massachusetts10 10 Total tangible assets. Add lines 4 and 1011 11 Investments:12 Investments in subsidiary corporations at least 80% owned (enclose Schedule A-1)a 12aG Other investmentsb 12bG Notes receivable13 13 Accounts receivable14 14 Intercompany receivables (enclose Schedule A-2)15 15G Cash16 16 Other assets17 17 Total assets18 18G Liabilities and Capital Mortgages on:19 Massachusetts tangible property taxed locallya 19a Other tangible assetsb 19b Bonds and other funded debt20 20 Accounts payable21 21 Intercompany payables (enclose Schedule A-3)22 22G Notes payable23 23 Miscellaneous current liabilities24 24 Miscellaneous accrued liabilities25 25 Total liabilities26 26G Total capital stock issued27 27 Paid-in or capital surplus28 28 Retained earnings and surplus reserves29 29G Undistributed S corporation net income30 30G Total capital31 31 Treasury stock32 32 Total liabilities and capital33 33 MACA0135L 12/27/12 800957397MASS MEDI-SPA INC. 945505 945505 11900251190025 -244520 -244520 945505 090414 100510 A STATEMENT 1 MA13061110322013 Schedule B Tangible or Intangible Property Corporation Classification Total Massachusetts tangible property1 1 Massachusetts real estate2 2 Massachusetts motor vehicles and trailers3 3 Massachusetts machinery taxed locally4 4 Massachusetts leasehold improvements taxed locally5 5 GMassachusetts tangible property taxed locally6 6 Massachusetts tangible property not taxed locally7 7 Total assets8 8 Massachusetts tangible property taxed locally9 9 Total assets not taxed locally10 10 Investments in subsidiaries at least 80% owned11 11 Assets subject to allocation12 12 Income apportionment percentage13 13 GAllocated assets14 14 Tangible property percentage15 15 Schedule C. Tangible Property Corporation Total Massachusetts tangible property1 1 Exempt Massachusetts tangible property:2 Massachusetts real estatea 2a Massachusetts motor vehicles and trailersb 2b Massachusetts machinery taxed locallyc 2c Massachusetts leasehold improvements taxed locallyd 2d Exempt goodse 2e Certified Massachusetts industrial waste/air treatment facilitiesf 2f Certified Massachusetts solar or wind power deductiong 2g Total exempt Massachusetts tangible property3 3 Taxable Massachusetts tangible property4 4 MACA0135L 12/27/13 MASS MEDI-SPA INC.800957397 945505 945505 9455051.000000945505 090414 100510 A MA13062110322013 Schedule D Intangible Property Corporation Total assets1 1 Total liabilities2 2 Massachusetts tangible property taxed locally3 3 Mortgages on Massachusetts tangible property taxed locally4 4 Subtract line 4 from line 35 5 Investments in subsidiaries at least 80% owned6 6 Deductions from total assets7 7 Allocable net worth8 8 Income apportionment percentage9 9 Taxable net worth10 10 Schedule E-1.Dividends Deduction Total dividends1 1 Dividends from Massachusetts corporate trusts2 2 Dividends from non-wholly-owned DISCs3 3 Dividends, if less than 15% of voting stock owned4 4 Dividends from RICs5 5 Dividends from REITs6 6 Total taxable dividends7 7 Dividends eligible for deduction8 8 Dividends deduction9 9 MACA0168L 11/19/13 800957397 MASS MEDI-SPA INC. 9455051190025 1190025 1.000000 090414 100510 A MA13064110322013 Schedule E Taxable Income Gross receipts or sales1 1G Gross profit 22G Other deductions3 3G Net income4 4G Allowable U.S. wage credit5 5G Subtract line 5 from line 46 6 State and municipal bond interest not included in U.S. net income7 7G Foreign, state or local income, franchise, excise or capital stock taxes deducted from U.S. net income8 8G Section 168(k) 'bonus' depreciation adjustment9 9G Section(s) 31I and 31K intangible expenses10 10G Section(s) 31J and 31K interest expenses11 11G Federal production activity add back12 12G Other adjustments, including research and development expenses13 13G Add lines 6 through 1314 14 x .10 =Abandoned building renovation deduction15 15G Dividends deduction16 16G Add back of intangible expenses exception17 17G Add back of interest expenses exception18 18G Income subject to apportionment19 19 Income apportionment percentage20 20G Multiply line 19 by line 2021 21G Income not subject to apportionment22 22G Total net income allocated or apportioned to Massachusetts23 23G Certified Massachusetts solar or wind power deduction24 24G Massachusetts taxable income before NOL deduction25 25 Net operating loss deduction26 26G Massachusetts taxable income27 27 Net operating loss carryover28 28G MACA0168L 11/19/13 MASS MEDI-SPA INC.800957397 203884-243839 -243839 -243839 -2438391.000000-243839 -243839 -243839 -243839243839 090414 100510 A 2013 Schedule CRMA13CRE11032 Other Corporate Credits Economic Development Incentive Program Credit. Certificate number1 1GG Economic Opportunity Area Credit2 2G 3% credit for certain or new expanded investments 33G Vanpool Credit4 4G Research Credit5 5G Harbor Maintenance Credit6 6GBrownfields Credit. Certificate number7 7GGLow-Income Housing Credit. Building Identification number8 8GGHistoric Rehabilitation Credit. Certifcate number9 9GGFilm Incentive Credit. Certificate number10 10GGMedical Device Credit. Certificate number11 11GG Employer Wellness Program Credit. Certificate number12 12G Life Science FDA User Credit13 13G Total credits14 14 Schedule RF. Refundable Credits Refundable Film Credit1 1G Refundable Dairy Credit. Enter certificate number2 2GG Refundable Life Science Credit 33G Refundable Economic Development Incentive Credit4 4G Conservation Land Credit. Enter certificate number5 5GG Total refundable credits6 6 MACZ3601L 12/03/13 800957397MASS MEDI-SPA INC. 090414 100510 A 88-12-00018 2013 MassachusettsSchedule M-1 Department of RevenueFederal Reconciliation For calendar year 2013 or taxable period beginning 2013 and ending Name of corporation Federal Identification number Part 1. Income and Expenses Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 Cost of goods sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Capital gains on net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Gain or loss (from Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9 Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Compensation of officers deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 Salaries and wages deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 13 Repairs and maintenance deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 Bad debts deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15 Rents deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16 Taxes and licenses deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 Interest expense deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Charitable contributions deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 19 Depreciation deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Depletion deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21 Advertising deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 22 Pension and profit sharing deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 23 Employee benefit programs deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 24 Production activity deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 25 Total other deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 26 Total deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27 Net income before NOL deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 28 Part 2. Corporate Ownership At the end of the tax year did any foreign or domestic corporation, partnership, including any entity treated as a partnership, trust or tax-exempt organization own, directly or1 indirectly, more than 50% of the total voting power of all the corporation's stock entitled to vote?Yes No d Country of e Ownershipb Federala Name of entity c Type of entity organization percentageidentification number At the end of the tax year did the corporation own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or2 domestic corporation?Yes No b Federal c Country of d Ownershipa Name of corporation identification number incorporation percentage MACZ2412L 12/02/13 -243,839. 243,884. 203,884. 40,000. 45. 45. 80-0957397MASS MEDI-SPA INC. 12/31/201308/07 X X 88-12-00018 2013 MassachusettsSchedule NOL Department ofNet Operating Loss Carryforward Revenue For calendar year 2013 or taxable period beginning 2013 and ending Name of corporation Federal Identification number Date of most recent ownership change 1Corporation's total income allocated or apportioned to Massachusetts for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Yes NoIs the amount of NOL available for any year below different from the NOL remaining as shown on last year's tax return?2 If Yes, explain (see instructions) List the available losses by tax year end. Losses may be carried forward up to five taxable years, or up to 20 years for losses incurred in3 2010 or later. List any available losses from the oldest prior year first. Then list, in descending order, the available loss for each succeeding prior taxable year. If the taxpayer did not incur a loss in a prior year enter '0' for the amount of NOL available. Post apportionment NOL availablePeriod end date NOL used or shared Remaining NOL 4Total NOL available. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5Total NOL used or shared this year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6Total NOL not used. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7Total NOL expired (if applicable). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8Total NOL available for carryover to future years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Complete below if filing Form 355U. Name of principal reporting corporation Federal Identification number 9Amount of NOL used by member against its own income (not shared). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 MACA9112L 12/19/13 243839 0 243839 0 243839 X -243839 8/07/2013 80-0957397MASS MEDI-SPA INC. 12/31/20138/07 12/31/2008 0 0 0 12/31/2009 0 0 0 12/31/2010 0 0 0 12/31/2011 0 0 0 12/31/2012 0 0 0 2013 MASSACHUSETTS STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 355, SCHEDULE A, LINE 25 MISCELLANEOUS ACCRUED LIABILITIES LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,190,025.TOTAL $1,190,025. Form Payment Record Name of Bank Routing Transit Number Bank Account Number Type of Account Amount of Tax Payment Tax Type Requested Payment Date Taxpayer's Daytime Phone Number FDIL4001L 05/15/13 2013 ELECTRONIC PAYMENT--MASSACHUSETTS EXTENSION PAGE 1 MASS MEDI-SPA INC.80-0957397 THE TAXPAYER'S BALANCE DUE WILL BE PAID ELECTRONICALLY USING THE FOLLOWINGINFORMATION. MODIFY THE BANK AND ACCOUNT INFORMATION USING THE MASSACHUSETTSELECTRONIC PAYMENT INPUT FIELDS IN SCREEN 4.1. BANK OF AMERICA CHECKING $500. 355-7004 NEXT BUSINESS DATE AFTER ACCEPTANCE 516 333-3352 Form 7004 Application for Automatic Extension of Time To File Certain OMB No. 1545-0233(Rev December 2012)Business Income Tax, Information, and Other Returns G File a separate application for each return.Department of the Treasury G Information about Form 7004 and its separate instructions is at www.irs.gov/form7004.Internal Revenue Service Name Identifying number Print Number, street, and room or suite number. (If P.O. box, see instructions.)or Type City, town, state, and ZIP code (If a foreign address, enter city, province or state, and country (follow the country's practice for entering postal code)). File request for extension by the due date of the return for which the extension is granted. See instructions before completing this form.Note. Part I Automatic 5-Month Extension 1a Enter the form code for the return that this application is for (see below). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 1065 Form 1041 (estate other than a bankruptcy estate)09 04 Form 8804 Form 1041 (trust)31 05 Automatic 6-Month ExtensionPart II b Enter the form code for the return that this application is for (see below). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 706-GS(D)Form 1120-ND (section 4951 taxes)01 20 Form 706-GS(T)Form 1120-PC02 21 Form 1041 (bankruptcy estate only)Form 1120-POL03 22 Form 1041-N Form 1120-REIT06 23 Form 1041-QFT Form 1120-RIC07 24 Form 1042 Form 1120S08 25 Form 1065-B Form 1120-SF10 26 Form 1066 Form 3520-A11 27 Form 1120 Form 861212 28 Form 1120-C Form 861334 29 Form 1120-F Form 8725 3015 Form 1120-FSC Form 883116 32 Form 1120-H Form 887617 33 Form 1120-L Form 892418 35 Form 1120-ND Form 892819 36 If the organization is a foreign corporation that does not have an office or place of business in the United States, check here. . . . . . G2 If the organization is a corporation and is the common parent of a group that intends to file a consolidated return, check here. . . . . G3 If checked, attach a statement, listing the name, address, and Employer Identification Number (EIN) for each member covered by this application. Part III All Filers Must Complete This Part If the organization is a corporation or partnership that qualifies under Regulations section 1.6081-5, check here. . . . . . . . . . . . . . . . . . . G4 The application is for calendar year 20 , or tax year beginning , 20 , and ending , 205a Initial return Final returnShort tax year.If this tax year is less than 12 months, check the reason:b Change in accounting period Consolidated return to be filed Other (see instructions 'attach explanation) 6 Tentative total tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Total payments and credits (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Balance due. Subtract line 7 from line 6 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 BAA For Privacy Act and Paperwork Reduction Act Notice, see separate instructions.Form 7004 (Rev 12-2012) CPCZ0701L 11/30/12 80-0957397MASS MEDI-SPA INC. C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 12 14 0. 0. 0. OMB No. 1545-0123U.S. Corporation Income Tax ReturnForm 1120 For calendar year 2014 or tax year beginning , 2014, ending ,Department of the Treasury 2014GInternal Revenue Service Information about Form 1120 and its separate instructions is at www.irs.gov/form1120. Employer identification numberACheck if:B Consolidated return1a(attach Form 851). . TYPELife/nonlife consoli-b Date incorporatedCORdated return. . . . . . Personal holding co.PRINT2(attach Sch PH). . . Total assets (see instructions)DPersonal service3corp (see instrs). . . $ Schedule M-34 Check if:Initial return Final return Name change Address changeE(1)(2)(3)(4)attached . . . . . . . . 1a 1aGross receipts or sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 1bReturns and allowances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 1cBalance. Subtract line 1b from line 1a. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2Cost of goods sold (attach Form 1125-A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 3 3Gross profit. Subtract line 2 from line 1c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N C 4 4Dividends (Schedule C, line 19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . O M 55Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E 6 6Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Capital gain net income (attach Schedule D (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10Other income (see instructions ' attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total income. Add lines 3 through 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11G 12 12Compensation of officers (see instructions 'attach Form 1125-E). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 13 13Salaries and wages (less employment credits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14Repairs and maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F 1515Bad debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D OER 16 16Rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DU L 17 17Taxes and licenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C ITM 18 18Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I IO 19 19Charitable contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TNA 20 20Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562). S T I 21 21Depletion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S OEN 22 22Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E S 23 23Pension, profit-sharing, etc, plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I ONN 24 24Employee benefit programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ST D 25 25Domestic production activities deduction (attach Form 8903). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R EUD 26 26Other deductions (attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C UTC Total deductions. Add lines 12 through 26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27GITOI2828Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11. . . . . . . . . . . . . . . . . . . . N OSN 29a 29aNet operating loss deduction (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . S b 29bSpecial deductions (Schedule C, line 20). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 29cAdd lines 29a and 29b. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable income. Subtract line 29c from line 28 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 30TCXR3131Total tax (Schedule J, Part I, line 11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SR 32 32ETotal payments and refundable credits (Schedule J, Part II, line 21). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AFN 33 33UEstimated tax penalty (see instructions). Check if Form 2220 is attached. . . . . . . . . . . . . . . . . . . . GDNAmount owed. If line 32 is smaller than the total of lines 31 and 33, enter amount owed. . . . . . . . . . . . . . 34 34DPAMOverpayment.If line 32 is larger than the total of lines 31 and 33, enter amount overpaid. . . . . . . . . . . . . 35 35BTLS3636Refunded GEGEnter amount from line 35 you want: Credited to 2015 estimated tax. . . . Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge May the IRS discussand belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.this return with theSignpreparer shown below(see instructions)?Here A ASignature of officer Date Title Yes No Print/Type preparer's name Preparer's signature Date PTINCheckif self-employedPaid GPreparer Firm's EINFirm's name GUse Only GFirm's address Phone no. CPCA0205L 08/07/14 Form 1120 (2014)BAA For Paperwork Reduction Act Notice, see separate instructions. 8/07/2013 MASS MEDI-SPA INC.C/O ALTMAN CPA 131 JERICHO TPKE #302JERICHO, NY 11753 1,228. 162. 162. 18,000.456.186. 33,822. 52,464. -52,302. 0. -52,302. 0. 0. 0. PRESIDENT X HARVEY ALTMAN & CO. CPA PC 11-2648173131 JERICHO TPKE STE 302JERICHO, NY 11753-1072 (516) 333-3352 80-0957397 HARVEY ALTMAN, CPA SEE STATEMENT 1 SEE STATEMENT 2 SEE ST 3 Form 1120 (2014)Page 2 Schedule C Dividends and Special Deductions (b) Percentage (c) Special deductions(a) Dividends(see instructions)(a) x (b)received Dividends from less-than-20%-owned domestic corporations (other1 70than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned domestic corporations (other2 80than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . seeDividends on debt-financed stock of domestic and3 instructionsforeign corporations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of less-than-20%-owned4 42public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of 20%-or-more-owned5 48public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from less-than-20%-owned foreign corporations and6 70certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned foreign corporations and7 80certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1008Dividends from wholly owned foreign subsidiaries. . . . . . . . . . . . . . . . . . Total. Add lines 1 through 8. See instructions for limitation . . . . . . . . . 9 Dividends from domestic corporations received by a small business10investment company operating under the Small Business 100Investment Act of 1958. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10011Dividends from affiliated group members. . . . . . . . . . . . . . . . . . . . . . . . . . 10012Dividends from certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from foreign corporations not included on lines 3, 6, 7, 8,13 11, or 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from controlled foreign corporations under subpart F14 (attach Form(s) 5471). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Foreign dividend gross-up. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 IC-DISC and former DISC dividends not included on lines 1, 2, or 3. 17 Other dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deduction for dividends paid on certain preferred stock of18 public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total dividends. Add lines 1 through 17. Enter here and on19 page 1, line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G Total special deductions. Add lines 9, 10, 11, 12, and 18. Enter here and on page 1, line 29b. . . . . . . . . . . . . . . . . . 20 G Form 1120 (2014) CPCA0212L 07/11/14 MASS MEDI-SPA INC. 80-0957397 Form 1120 (2014)Page 3 Tax Computation and Payment (see instructions)Schedule J Part I 'Tax Computation 1 Check if the corporation is a member of a controlled group (attach Schedule O (Form 1120)). . . . . . . . G 2 Income tax. Check if a qualified personal service corporation 2(see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 3 3Alternative minimum tax (attach Form 4626). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4Add lines 2 and 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5a 5aForeign tax credit (attach Form 1118). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 5bCredit from Form 8834 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 5cGeneral business credit (attach Form 3800). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 5dCredit for prior year minimum tax (attach Form 8827). . . . . . . . . . . . . . . . . . . . . . . . . e 5eBond credits from Form 8912. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 5a through 5e. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 7 7Subtract line 6 from line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Personal holding company tax (attach Schedule PH (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9a 9aRecapture of investment credit (attach Form 4255). . . . . . . . . . . . . . . . . . . . . . . . . . . . b 9bRecapture of low-income housing credit (attach Form 8611). . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'completed long-term contractsc 9c(attach Form 8697). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'income forecast method (attachd 9dForm 8866). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e 9eAlternative tax on qualifying shipping activities (attach Form 8902). . . . . . . . . . . . . f 9fOther (see instructions 'attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. Add lines 9a through 9f. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total tax. Add lines 7, 8, and 10. Enter here and on page 1, line 31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Part II 'Payments and Refundable Credits 12 122013 overpayment credited to 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 132014 estimated tax payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 142014 refund applied for on Form 4466. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15Combine lines 12, 13, and 14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16Tax deposited with Form 7004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17Withholding (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total payments. Add lines 15, 16 and 17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Refundable credits from:19 a 19aForm 2439. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 19bForm 4136. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 19cForm 8827, line 8c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 19dOther (attach statement 'see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 19a through 19d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Total payments and credits. Add lines 18 and 20. Enter here and on page 1, line 32. . . . . . . . . . . . . . . . . . . . . . . 21 21 Other Information (see instructions)Schedule K Check accounting method Cash Accrual Other (specify) G1abc Yes No See the instructions and enter the:2 a Business activity code no. G Business activity Gb Product or service Gc Is the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 If 'Yes,' enter name and EIN of the parent corporation G At the end of the tax year:4 Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax-exempta organization own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part I of Schedule G (Form 1120) (attach Schedule G). . . . . . . . . . . . b Did any individual or estate own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part II of Schedule G (Form 1120) (att Schedule G). . CPCA0234L 01/05/15 Form 1120 (2014)BAA MASS MEDI-SPA INC. 80-0957397 0. 0. 0. 0. 0. 0. X 446190EDUCATIONAL & SCIENTPRODUCT X X X Form 1120 (2014)Page 4 Schedule K Other Information continued (see instructions) Yes No5At the end of the tax year, did the corporation: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation not included on Form 851,Affiliations Schedule? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iii) Country of (iv) Percentage(i) Name of Corporation Incorporation Owned in Voting StockIdentification Number(if any) Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in any foreign or domesticbpartnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iv)Maximum(iii) Country of (i) Name of Entity Identification Number Organization Percentage Owned in(if any)Profit, Loss, or Capital During this tax year, did the corporation pay dividends (other than stock dividends and distributions in exchange for stock) in6 excess of the corporation's current and accumulated earnings and profits? (See sections 301 and 316.). . . . . . . . . . . . . . . . . . . . . If 'Yes,' file Form 5452, Corporate Report of Nondividend Distributions. If this is a consolidated return, answer here for the parent corporation and on Form 851 for each subsidiary At any time during the tax year, did one foreign person own, directly or indirectly, at least 25% of (a)the total voting power of7 all classes of the corporation's stock entitled to vote or (b)the total value of all classes of the corporation's stock?. . . . . . . . . . . For rules of attribution, see section 318. If 'Yes,' enter: (i)Percentage owned G and (ii)Owner's country G (c) The corporation may have to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Enter the number of Forms 5472 attached G 8 GCheck this box if the corporation issued publicly offered debt instruments with original issue discount . . . . . . . . . . . . . . . . . If checked, the corporation may have to file Form 8281, Information Return for Publicly Offered Original Issue Discount Instruments. $9 Enter the amount of tax-exempt interest received or accrued during the tax year G Enter the number of shareholders at the end of the tax year (if 100 or fewer) G10 If the corporation has an NOL for the tax year and is electing to forego the carryback period, check here. . . . . . . . . . . . . . G11 If the corporation is filing a consolidated return, the statement required by Regulations section 1.1502-21(b)(3) must be attached or the election will not be valid. $12 Enter the available NOL carryover from prior tax years (do not reduce it by any deduction on line 29a.) G Are the corporation's total receipts (page 1, line 1a, plus lines 4 through 10) for the tax year and its total assets at the end13 of the tax year less than $250,000?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' the corporation is not required to complete Schedules L, M-1, and M-2. Instead, enter the total amount of cash distributions and the book value of property distributions (other than cash)$made during the tax year G Is the corporation required to file Schedule UTP (Form 1120), Uncertain Tax Position Statement (see instructions)?. . . . . . . . . . 14 If 'Yes,' complete and attach Schedule UTP. Did the corporation make any payments in 2014 that would require it to file Form(s) 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15a If 'Yes,' did or will the corporation file required Forms 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b During this tax year, did the corporation have an 80% or more change in ownership, including a change due to redemption of16 its own stock?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . During or subsequent to this tax year, but before the filing of this return, did the corporation dispose of more than 65% (by17 value) of its assets in a taxable, non-taxable, or tax deferred transaction?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the corporation receive assets in a section 351 transfer in which any of the transferred assets had a fair market basis or18 fair market value of more than $1 million?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 1120 (2014)CPCA0234L 01/05/15 NONE X 243,839. X NONE X X MASS MEDI-SPA INC. 80-0957397 X X X X X X X Form 1120 (2014)Page 5 Beginning of tax year End of tax yearSchedule L Balance Sheets per Books (a)(b)(c)(d)Assets 1 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a Trade notes and accounts receivable. . . . . . . . b Less allowance for bad debts. . . . . . . . . . . . . . . 3 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 U.S. government obligations. . . . . . . . . . . . . . . . 5 Tax-exempt securities (see instructions). . . . . 6 Other current assets (attach statement). . . . . . . . . . . . . . 7 Loans to shareholders. . . . . . . . . . . . . . . . . . . . . . 8 Mortgage and real estate loans. . . . . . . . . . . . . 9 Other investments (attach statement). . . . . . . . . . . . . . . 10a Buildings and other depreciable assets. . . . . . b Less accumulated depreciation . . . . . . . . . . . . . 11a Depletable assets. . . . . . . . . . . . . . . . . . . . . . . . . . b Less accumulated depletion . . . . . . . . . . . . . . . . 12 Land (net of any amortization). . . . . . . . . . . . . . 13a Intangible assets (amortizable only). . . . . . . . . b Less accumulated amortization . . . . . . . . . . . . . 14 Other assets (attach statement). . . . . . . . . . . . . . . . . . . 15 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities and Shareholders' Equity 16 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 17 Mortgages, notes, bonds payable in less than 1 year. . . . 18 Other current liabilities (attach stmt). . . . . . . . . . . . . . . . 19 Loans from shareholders. . . . . . . . . . . . . . . . . . . 20 Mortgages, notes, bonds payable in 1 year or more . . . . . 21 Other liabilities (attach statement). . . . . . . . . . . . . . . . . 22 aCapital stock:Preferred stock. . . . . . . . . . . . b Common stock. . . . . . . . . . . . 23 Additional paid-in capital. . . . . . . . . . . . . . . . . . . 24 Retained earnings 'Approp (att stmt). . . . . . . . . . . . . . 25 Retained earnings 'Unappropriated. . . . . . . . 26 Adjmt to shareholders' equity (att stmt). . . . . . . . . . . . . . 27 Less cost of treasury stock . . . . . . . . . . . . . . . . . 28 Total liabilities and shareholders' equity . . . . . Schedule M-1 Reconciliation of Income (Loss) per Books With Income per Return Note: The corporation may be required to file Schedule M-3 (see instructions). Income recorded on books this year not71Net income (loss) per books. . . . . . . . . . . . . . . . included on this return (itemize):2 Federal income tax per books. . . . . . . . . . . . . . . $3 Tax-exempt interestExcess of capital losses over capital gains. . . Income subject to tax not recorded on books4 this year (itemize): Deductions on this return not charged8 Expenses recorded on books this year not against book income this year (itemize):5 deducted on this return (itemize):$a Depreciation. . $$a b Charitable contribnsDepreciation. . . . . . . . $b Charitable contributions. . $Travel & entertainment. . . c 9 Add lines 7 and 8. . . . . . . . . . . . . . . . . . . . . 6 10Add lines 1 through 5. . . . . . . . . . . . . . . . . . . . . . Income (page 1, line 28) 'line 6 less line 9. . . . . Schedule M-2 Analysis of Unappropriated Retained Earnings per Books (Line 25, Schedule L) 1 5 aBalance at beginning of year . . . . . . . . . . . . . . . Distributions. . . . . . . . . . . . . . . Cash. . . . 2 b cNet income (loss) per books. . . . . . . . . . . . . . . . Property. . . Stock Other decreases (itemize):Other increases (itemize):3 6 7 Add lines 5 and 6. . . . . . . . . . . . . . . . . . . . . 4 8Add lines 1, 2, and 3. . . . . . . . . . . . . . . . . . . . . . . Balance at end of year (line 4 less line 7). . . . . . . CPCA0234L 01/05/15 Form 1120 (2014) MASS MEDI-SPA INC. 80-0957397 945,505.1,228. 945,505.1,228. 1,190,025.298,425. -244,520.-297,197. 945,505.1,228. -52,677. 375. 375.0. -52,302.-52,302. -244,520. -52,677. -297,197.-297,197. SEE ST 4 2014 FEDERAL STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 1120, LINE 17 TAXES AND LICENSES STATE TAX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $456.TOTAL $456. STATEMENT 2 FORM 1120, LINE 26 OTHER DEDUCTIONS AIRFARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,915.BANK CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312.BUSINESS CONFERENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 761.COMPUTER EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247.CONSULTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,807.DUES, SUBSCRIPTIONS & MEMBERSHIP FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496.FILING FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400.HOTELS & LODGING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 796.LEGAL AND PROFESSIONAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,648.LOCAL TRANSPORTATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 773.MEALS AND ENTERTAINMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375.OFFICE SUPPLIES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,593.ONLINE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 783.PROMOTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.STATIONERY & PRINTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 649.WEBSITE HOSTING FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.TOTAL $33,822. STATEMENT 3 FORM 1120, LINE 29A NET OPERATING LOSS DEDUCTION CARRYOVER GENERATED FROM YEAR END 12/31/13 $243,839. AVAILABLE FOR CARRYOVER TO 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243,839. NET OPERATING LOSSES AVAILABLE IN 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $243,839. TAXABLE INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -52,302. TOTAL NET OPERATING LOSS DEDUCTION (LIMITED TO TAXABLE INCOME). . . . . . . . . . . 0. STATEMENT 4 FORM 1120, SCHEDULE L, LINE 21 OTHER LIABILITIES BEGINNING ENDING LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,190,025.$298,425.TOTAL $1,190,025.$298,425. Detach Here 88-12-00018 MassachusettsForm 355-7004 Application for Corporate Extension '2014 Department of Revenue Federal Identification number Is the corporation incorporated in Massachusetts?Period end date Amount enclosed Yes No Business name Type of extension being applied for Automatic six-month Extension until:a b Mailing address City/Town State Zip Sign here. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of officer or agent Signature of paid preparer Date Employer Identification number of paid preparer Social Security number or PTIN of paid preparer MACZ0812L 11/18/14 2014 0167 104 X80-0957397 12/31/2014 500. XMASS MEDI-SPA INC. C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 11-2648173 MA14397110322014 Form 355 Business or Manufacturing Corporation Excise Return Year beginning Ending GIs the corporation incorporated within Massachusetts?Yes No1 GType of corporation Section 38 manufacturer Mutual fund service2 GType of corporation R&D Classified manufacturing RIC REIT3 GIs the corporation filing a Massachusetts unitary return?Yes No4 GIs the corporation's tax year different from the 355U?Yes No5 GIs the corporation an insurance mutual holding corporation?Yes No6 GIs the corporation requesting alternate apportionment?Yes No7 GIs this a final Massachusetts return?Yes No8 GPrincipal business code 99 GFID of principal reporting corporation if answer to line 4 is Yes10 10 Average number of employees in Massachusetts11 11 Average number of employees worldwide12 12 Date of charter or first date of business in Massachusetts13 13 GLast year audited by IRS 1414 Have adjustments been reported to Massachusetts?Yes No15 GIs the corporation deducting intangible or interest expenses paid to a related entity?Yes No16 GIs the taxpayer enclosing a Taxpayer Disclosure Statement?Yes No17 G Yes NoIs the taxpayer claiming exemption from the income measure of the excise pursuant to PL 86-272?18 SIGN HERE. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of appropriate officer Date Print paid preparer's name Paid preparer's SSN or PTIN G Title Paid preparer's phone Paid preparer's EIN Are you signing as an authorized delegate Paid preparer's signature Date Check if self-employedof the appropriate officer of the corporation? Yes No(see instructions) Taxpayer's e-mail address PRIVACY ACT NOTICE AVAILABLE UPON REQUEST MACA0112L 12/08/14 01012014 12312014 MASS MEDI-SPA INC.800957397C/O ALTMAN CPA 131 JERIC JERICHO NY 11753 X XXXXX 446190 08072013 XXX PRESIDENT X 091115 054706 P HARVEY ALTMAN, CPA 11-2648173(516) 333-3352 HARVEY ALTMAN & CO. CPA PC 131 JERICHO TPKE STE 302 JERICHO, NY 11753-1072 2014 Excise CalculationMA1439721032 Business or Manufacturing Corporation Excise Return Taxable Massachusetts tangible property, if applicable x .0026 =1 1GG Taxable net worth, if applicable x .0026 =2 2GG x .0800 =Massachusetts taxable income 33GG Credit recapture4 4G Tax on installment sales5 5G Excise before credits6 6 Total credits7 7G Excise after credits8 8 Combined filer tax due9 9 Minimum excise10 10 Excise due before voluntary contribution11 11 Voluntary contribution for endangered wildlife conservation12 12G Excise due plus voluntary contribution13 13G 2013 overpayment applied to your 2014 estimated tax14 14G 2014 Massachusetts estimated tax payments15 15G Payment made with extension16 16G Pass-through entity withholding. Payer ID number17 17GG Total refundable credits18 18G Total payments19 19 Amount overpaid20 20 21 21Amount overpaid to be credited to 2015 estimated tax G Amount overpaid to be refunded Refund22 22G Balance due Balance due23 23G a + b=M-2220 penalty Late file/pay penalties24ab 24G Interest on unpaid balance25 25 Total payment due at time of filing Total due26 26G MACA0112L 12/08/14 MASS MEDI-SPA INC. 0 0 456 456 500 4444 0 800957397 091115 054706 P 500 000 000 0456 MA14060110322014 Schedule A Balance Sheet A B Accumulated CTangible Assets Original depreciation and Net bookcostamortizationvalueCapital assets in Massachusetts:1 GBuildingsa1aG Landb 1bG GMotor vehicles and trailersc 1cG GMachinery taxed locallyd 1dG Machinery not taxed locallye 1e Equipmentf 1f Fixturesg 1g GLeasehold improvements taxed locallyh 1hG Leasehold improvements not taxed locallyi 1i Other fixed depreciable assetsj 1j Construction in progressk 1k Total capital assets in Massachusettsl 1 lG Inventories in Massachusetts:2 General merchandisea 2a Exempt goodsb 2bG Supplies and other non-depreciable assets in Mass.3 3 Total tangible assets in Massachusetts4 4G Capital assets outside of Massachusetts:5 Buildings and other depreciable assetsa 5a Landb 5b Leaseholds/leasehold improvements outside Mass.6 6 GTotal capital assets outside Massachusetts7 7G MACA0135L 12/08/14 MASS MEDI-SPA INC.800957397 091115 054706 P 2014 Schedule A, pg. 2MA1406021032 Business or Manufacturing Corporation Excise Return Inventories outside Massachusetts8 8 Supplies and other non-depreciable assets outside Massachusetts9 9 Total tangible assets outside of Massachusetts10 10 Total tangible assets. Add lines 4 and 1011 11 Investments:12 Investments in subsidiary corporations at least 80% owned (enclose Schedule A-1)a 12aG Other investmentsb 12bG Notes receivable13 13 Accounts receivable14 14 Intercompany receivables (enclose Schedule A-2)15 15G Cash16 16 Other assets17 17 Total assets18 18G Liabilities and Capital Mortgages on:19 Massachusetts tangible property taxed locallya 19a Other tangible assetsb 19b Bonds and other funded debt20 20 Accounts payable21 21 Intercompany payables (enclose Schedule A-3)22 22G Notes payable23 23 Miscellaneous current liabilities24 24 Miscellaneous accrued liabilities25 25 Total liabilities26 26G Total capital stock issued27 27 Paid-in or capital surplus28 28 Retained earnings and surplus reserves29 29G Undistributed S corporation net income30 30G Total capital31 31 Treasury stock32 32 Total liabilities and capital33 33 MACA0135L 12/08/14 800957397MASS MEDI-SPA INC. 1228 1228 298425298425 -297197 -297197 1228 091115 054706 P STATEMENT 1 MA14061110322014 Schedule B Tangible or Intangible Property Corp. Classification Total Massachusetts tangible property1 1 Massachusetts real estate2 2 Massachusetts motor vehicles and trailers3 3 Massachusetts machinery taxed locally4 4 Massachusetts leasehold improvements taxed locally5 5 Massachusetts tangible property taxed locally6 6G Massachusetts tangible property not taxed locally7 7 Total assets8 8 Massachusetts tangible property taxed locally9 9 Total assets not taxed locally10 10 Investments in subsidiaries at least 80% owned11 11 Assets subject to allocation12 12 Income apportionment percentage13 13 Allocated assets14 14G Tangible property percentage15 15 Schedule C. Tangible Property Corporation Total Massachusetts tangible property1 1 Exempt Massachusetts tangible property:2 Massachusetts real estatea 2a Massachusetts motor vehicles and trailersb 2b Massachusetts machinery taxed locallyc 2c Massachusetts leasehold improvements taxed locallyd 2d Exempt goodse 2e Certified Massachusetts industrial waste/air treatment facilitiesf 2f Certified Massachusetts solar or wind power deductiong 2g Total exempt Massachusetts tangible property3 3 Taxable Massachusetts tangible property4 4 MACA0135L 12/08/14 MASS MEDI-SPA INC.800957397 1228 1228 12281.0000001228 091115 054706 P MA14062110322014 Schedule D Intangible Property Corporation Total assets1 1 Total liabilities2 2 Massachusetts tangible property taxed locally3 3 Mortgages on Massachusetts tangible property taxed locally4 4 Subtract line 4 from line 35 5 Investments in subsidiaries at least 80% owned6 6 Deductions from total assets7 7 Allocable net worth8 8 Income apportionment percentage9 9 Taxable net worth10 10 Schedule E-1.Dividends Deduction Total dividends1 1 Dividends from Massachusetts corporate trusts2 2 Dividends from non-wholly-owned DISCs3 3 Dividends, if less than 15% of voting stock owned4 4 Dividends from RICs5 5 Dividends from REITs6 6 Total taxable dividends7 7 Dividends eligible for deduction8 8 Dividends deduction9 9 MACA0168L 12/09/14 800957397 MASS MEDI-SPA INC. 1228298425 298425 1.000000 091115 054706 P MA14064110322014 Schedule E Taxable Income Gross receipts or sales1 1G Gross profit 22G Other deductions3 3G Net income4 4G Allowable U.S. wage credit 55G Subtract line 5 from line 46 6 State and municipal bond interest not included in U.S. net income7 7G Foreign, state or local income, franchise, excise or capital stock taxes deducted from U.S. net income 88G Section 168(k) 'bonus' depreciation adjustment9 9G Section(s) 31I and 31K intangible expenses10 10G Section(s) 31J and 31K interest expenses 1111G Federal production activity add back12 12G Other adjustments, including research and development expenses13 13G Add lines 6 through 1314 14 x .10 =Abandoned building renovation deduction 1515G Dividends deduction16 16G Add back of intangible expenses exception 1717G Add back of interest expenses exception18 18G Income subject to apportionment19 19 Income apportionment percentage20 20G Multiply line 19 by line 2021 21G Income not subject to apportionment22 22G Total net income allocated or apportioned to Massachusetts 2323G Certified Massachusetts solar or wind power deduction24 24G Massachusetts taxable income before NOL deduction25 25 Net operating loss deduction26 26G Massachusetts taxable income27 27 Net operating loss carryover28 28G MACA0168L 12/09/14 MASS MEDI-SPA INC.800957397 33822-52302 -52302 456 -51846 -518461.000000-51846 -51846 -51846 -51846295685 091115 054706 P 2014 Schedule CRMA14CRE11032 Other Corporate Credits G1 1Economic Development Incentive Program Credit. Certificate number G 22Economic Opportunity Area Credit G 3 33% credit for certain or new expanded investments G 4 4Vanpool Credit G 55Research Credit G 6 6Harbor Maintenance Credit G 7 7Brownfields Credit. Certificate number G G 88GLow-Income Housing Credit. Building Identification number G 9 9Historic Rehabilitation Credit. Certificate number G G 10 10Film Incentive Credit. Certificate number G G 1111Medical Device Credit. Certificate number G G 12 12Employer Wellness Program Credit. Certificate number G G 13 13GCertified Housing Development Credit. Certificate number 14 14Life Science Company Credit G 15 15Total credits Schedule RF. Refundable Credits 1 1Refundable Film Credit G 2 GRefundable Dairy Credit. Enter certificate number 2G 33Refundable Life Science Credit G 44Refundable Economic Development Incentive Credit G G5Refundable Conservation Land Credit. Enter certificate number 5G 6 Refundable Community Investment Credit. Enter certificate no.G 6G 7 Total refundable credits 7 MACZ3601L 12/10/14 800957397MASS MEDI-SPA INC. 091115 054706 P 88-12-00018 2014 Massachusetts Schedule M-1 Department of RevenueFederal Reconciliation For calendar year 2014 or taxable period beginning 2014 and ending Name of corporation Federal Identification number Part 1. Income and Expenses Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 Cost of goods sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Capital gains on net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Gain or loss (from Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9 Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Compensation of officers deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 Salaries and wages deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 13 Repairs and maintenance deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 Bad debts deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15 Rents deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16 Taxes and licenses deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 Interest expense deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Charitable contributions deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 19 Depreciation deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Depletion deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21 Advertising deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 22 Pension and profit sharing deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 23 Employee benefit programs deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 24 Production activity deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 25 Total other deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 26 Total deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27 Net income before NOL deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 28 Part 2. Corporate Ownership 1 At the end of the tax year did any foreign or domestic corporation, partnership, including any entity treated as a partnership, trust or tax-exempt organization own, directly or indirectly, more than 50% of the total voting power of all the corporation's stock entitled to vote?Yes No d Country of e Ownershipb Federal identificationa Name of entity c Type of entity organization percentagenumber 2 At the end of the tax year did the corporation own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation?Yes No b Federal identification c Country of d Ownershipa Name of corporation number incorporation percentage MACZ2412L 11/18/14 -52,302. 52,464. 33,822. 186. 456. 18,000. 162. 162. 80-0957397MASS MEDI-SPA INC. X X 88-12-00018 2014 MassachusettsSchedule NOL Department ofNet Operating Loss Carryforward Revenue For calendar year 2014 or taxable period beginning 2014 and ending Name of corporation Federal Identification number Date of most recent ownership change 1Corporation's total income allocated or apportioned to Massachusetts for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Yes NoIs the amount of NOL available for any year below different from the NOL remaining as shown on last year's tax return?2 If Yes, explain (see instructions) List the available losses by tax year end. Losses may be carried forward up to five taxable years, or up to 20 years for losses incurred in3 2010 or later. List any available losses from the oldest prior year first. Then list, in descending order, the available loss for each succeeding prior taxable year. If the taxpayer did not incur a loss in a prior year enter '0' for the amount of NOL available. Post apportionment NOL availablePeriod end date NOL used or shared Remaining NOL 4Total NOL available. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5Total NOL used or shared this year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6Total NOL not used. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7Total NOL expired (if applicable). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8Total NOL available for carryover to future years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Complete below if filing Form 355U. Name of principal reporting corporation Federal Identification number 9Amount of NOL used by member against its own income (not shared). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 MACA9112L 12/16/14 295685 0 295685 0 295685 X -51846 8/07/2013 80-0957397MASS MEDI-SPA INC. 12/31/2009 0 0 0 12/31/2010 0 0 0 12/31/2011 0 0 0 12/31/2012 0 0 0 12/31/2013 243839 0 243839 2014 MASSACHUSETTS STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 355, SCHEDULE A, LINE 25 MISCELLANEOUS ACCRUED LIABILITIES LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $298,425.TOTAL $298,425. Form Payment Record Name of Bank Routing Transit Number Bank Account Number Type of Account Amount of Tax Payment Tax Type Requested Payment Date Taxpayer's Daytime Phone Number FDIL4001L 05/13/14 2014 ELECTRONIC PAYMENT--MASSACHUSETTS EXTENSION PAGE 1 MASS MEDI-SPA INC.80-0957397 THE TAXPAYER'S BALANCE DUE WILL BE PAID ELECTRONICALLY USING THE FOLLOWINGINFORMATION. MODIFY THE BANK AND ACCOUNT INFORMATION USING THE MASSACHUSETTSELECTRONIC PAYMENT INPUT FIELDS IN SCREEN 4.1. BANK OF AMERICA CHECKING $500. 355-7004 NEXT BUSINESS DATE AFTER ACCEPTANCE 516 333-3352 Form 7004 Application for Automatic Extension of Time To File Certain OMB No. 1545-0233(Rev December 2012)Business Income Tax, Information, and Other Returns G File a separate application for each return.Department of the Treasury G Information about Form 7004 and its separate instructions is at www.irs.gov/form7004.Internal Revenue Service Name Identifying number Print Number, street, and room or suite number. (If P.O. box, see instructions.)or Type City, town, state, and ZIP code (If a foreign address, enter city, province or state, and country (follow the country's practice for entering postal code)). File request for extension by the due date of the return for which the extension is granted. See instructions before completing this form.Note. Part I Automatic 5-Month Extension 1a Enter the form code for the return that this application is for (see below). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 1065 Form 1041 (estate other than a bankruptcy estate)09 04 Form 8804 Form 1041 (trust)31 05 Automatic 6-Month ExtensionPart II b Enter the form code for the return that this application is for (see below). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 706-GS(D)Form 1120-ND (section 4951 taxes)01 20 Form 706-GS(T)Form 1120-PC02 21 Form 1041 (bankruptcy estate only)Form 1120-POL03 22 Form 1041-N Form 1120-REIT06 23 Form 1041-QFT Form 1120-RIC07 24 Form 1042 Form 1120S08 25 Form 1065-B Form 1120-SF10 26 Form 1066 Form 3520-A11 27 Form 1120 Form 861212 28 Form 1120-C Form 861334 29 Form 1120-F Form 8725 3015 Form 1120-FSC Form 883116 32 Form 1120-H Form 887617 33 Form 1120-L Form 892418 35 Form 1120-ND Form 892819 36 If the organization is a foreign corporation that does not have an office or place of business in the United States, check here. . . . . . G2 If the organization is a corporation and is the common parent of a group that intends to file a consolidated return, check here. . . . . G3 If checked, attach a statement, listing the name, address, and Employer Identification Number (EIN) for each member covered by this application. Part III All Filers Must Complete This Part If the organization is a corporation or partnership that qualifies under Regulations section 1.6081-5, check here. . . . . . . . . . . . . . . . . . . G4 The application is for calendar year 20 , or tax year beginning , 20 , and ending , 205a Initial return Final returnShort tax year.If this tax year is less than 12 months, check the reason:b Change in accounting period Consolidated return to be filed Other (see instructions 'attach explanation) 6 Tentative total tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Total payments and credits (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Balance due. Subtract line 7 from line 6 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 BAA For Privacy Act and Paperwork Reduction Act Notice, see separate instructions.Form 7004 (Rev 12-2012) CPCZ0701L 11/30/12 80-0957397MASS MEDI-SPA INC. C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 12 15 0. 0. 0. OMB No. 1545-0123U.S. Corporation Income Tax ReturnForm 1120 For calendar year 2015 or tax year beginning , 2015, ending ,Department of the Treasury 2015GInternal Revenue Service Information about Form 1120 and its separate instructions is at www.irs.gov/form1120. Employer identification numberACheck if:B Consolidated return1a(attach Form 851). . TYPELife/nonlife consoli-b Date incorporatedCORdated return. . . . . . Personal holding co.PRINT2(attach Sch. PH). . . Total assets (see instructions)DPersonal service3corp. (see instrs). . $ Schedule M-34 Check if:Initial return Final return Name change Address changeE(1)(2)(3)(4)attached . . . . . . . . 1a 1aGross receipts or sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 1bReturns and allowances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 1cBalance. Subtract line 1b from line 1a. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2Cost of goods sold (attach Form 1125-A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 3 3Gross profit. Subtract line 2 from line 1c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N C 4 4Dividends (Schedule C, line 19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . O M 55Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E 6 6Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Capital gain net income (attach Schedule D (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10Other income (see instructions ' attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total income. Add lines 3 through 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11G 12 12Compensation of officers (see instructions 'attach Form 1125-E). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 13 13Salaries and wages (less employment credits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14Repairs and maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F 1515Bad debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D OER 16 16Rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DU L 17 17Taxes and licenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C ITM 18 18Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I IO 19 19Charitable contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TNA 20 20Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562). S T I 21 21Depletion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S OEN 22 22Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E S 23 23Pension, profit-sharing, etc., plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I ONN 24 24Employee benefit programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ST D 25 25Domestic production activities deduction (attach Form 8903). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R EUD 26 26Other deductions (attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C UTC Total deductions. Add lines 12 through 26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27GITOI2828Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11. . . . . . . . . . . . . . . . . . . . N OSN 29a 29aNet operating loss deduction (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . S b 29bSpecial deductions (Schedule C, line 20). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 29cAdd lines 29a and 29b. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable income. Subtract line 29c from line 28 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 30TCXR3131Total tax (Schedule J, Part I, line 11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SR 32 32ETotal payments and refundable credits (Schedule J, Part II, line 21). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AFN 33 33UEstimated tax penalty (see instructions). Check if Form 2220 is attached. . . . . . . . . . . . . . . . . . . . GDNAmount owed. If line 32 is smaller than the total of lines 31 and 33, enter amount owed. . . . . . . . . . . . . . 34 34DPAMOverpayment.If line 32 is larger than the total of lines 31 and 33, enter amount overpaid. . . . . . . . . . . . . 35 35BTLS3636Refunded GEGEnter amount from line 35 you want: Credited to 2016 estimated tax. . . . Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge May the IRS discussand belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.this return with theSignpreparer shown below(see instructions)?Here A ASignature of officer Date Title Yes No Print/Type preparer's name Preparer's signature Date PTINCheckif self-employedPaid GPreparer Firm's EINFirm's name GUse Only GFirm's address Phone no. CPCA0205L 08/25/15 Form 1120 (2015)BAA For Paperwork Reduction Act Notice, see separate instructions. 8/07/2013 MASS MEDI-SPA INC.C/O ALTMAN CPA 131 JERICHO TPKE #302JERICHO, NY 11753 1,573. 1. 1. 500. 136,550. 137,050. -137,049. 0. -137,049. 0. 0. 0. PRESIDENT X HARVEY ALTMAN & CO. CPA PC 11-2648173131 JERICHO TPKE STE 302JERICHO, NY 11753-1072 (516) 333-3352 80-0957397 HARVEY ALTMAN, CPA SEE STATEMENT 1 SEE STATEMENT 2 SEE ST 3 Form 1120 (2015)Page 2 Schedule C Dividends and Special Deductions (b) Percentage (c) Special deductions(a) Dividends(see instructions)(a) x (b)received Dividends from less-than-20%-owned domestic corporations (other1 70than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned domestic corporations (other2 80than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . seeDividends on debt-financed stock of domestic and3 instructionsforeign corporations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of less-than-20%-owned4 42public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of 20%-or-more-owned5 48public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from less-than-20%-owned foreign corporations and6 70certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned foreign corporations and7 80certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1008Dividends from wholly owned foreign subsidiaries. . . . . . . . . . . . . . . . . . Total. Add lines 1 through 8. See instructions for limitation . . . . . . . . . 9 Dividends from domestic corporations received by a small business10investment company operating under the Small Business 100Investment Act of 1958. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10011Dividends from affiliated group members. . . . . . . . . . . . . . . . . . . . . . . . . . 10012Dividends from certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from foreign corporations not included on lines 3, 6, 7, 8,13 11, or 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from controlled foreign corporations under subpart F14 (attach Form(s) 5471). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Foreign dividend gross-up. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 IC-DISC and former DISC dividends not included on lines 1, 2, or 3. 17 Other dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deduction for dividends paid on certain preferred stock of18 public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total dividends. Add lines 1 through 17. Enter here and on19 page 1, line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G Total special deductions. Add lines 9, 10, 11, 12, and 18. Enter here and on page 1, line 29b. . . . . . . . . . . . . . . . . . 20 G Form 1120 (2015) CPCA0212L 08/25/15 MASS MEDI-SPA INC. 80-0957397 Form 1120 (2015)Page 3 Tax Computation and Payment (see instructions)Schedule J Part I 'Tax Computation 1 Check if the corporation is a member of a controlled group (attach Schedule O (Form 1120)). . . . . . . . G 2 Income tax. Check if a qualified personal service corporation 2(see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 3 3Alternative minimum tax (attach Form 4626). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4Add lines 2 and 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5a 5aForeign tax credit (attach Form 1118). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 5bCredit from Form 8834 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 5cGeneral business credit (attach Form 3800). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 5dCredit for prior year minimum tax (attach Form 8827). . . . . . . . . . . . . . . . . . . . . . . . . e 5eBond credits from Form 8912. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 5a through 5e. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 7 7Subtract line 6 from line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Personal holding company tax (attach Schedule PH (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9a 9aRecapture of investment credit (attach Form 4255). . . . . . . . . . . . . . . . . . . . . . . . . . . . b 9bRecapture of low-income housing credit (attach Form 8611). . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'completed long-term contractsc 9c(attach Form 8697). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'income forecast method (attachd 9dForm 8866). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e 9eAlternative tax on qualifying shipping activities (attach Form 8902). . . . . . . . . . . . . f 9fOther (see instructions 'attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. Add lines 9a through 9f. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total tax. Add lines 7, 8, and 10. Enter here and on page 1, line 31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Part II 'Payments and Refundable Credits 12 122014 overpayment credited to 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 132015 estimated tax payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 142015 refund applied for on Form 4466. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15Combine lines 12, 13, and 14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16Tax deposited with Form 7004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17Withholding (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total payments. Add lines 15, 16 and 17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Refundable credits from:19 a 19aForm 2439. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 19bForm 4136. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 19cForm 8827, line 8c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 19dOther (attach statement 'see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 19a through 19d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Total payments and credits. Add lines 18 and 20. Enter here and on page 1, line 32. . . . . . . . . . . . . . . . . . . . . . . 21 21 Other Information (see instructions)Schedule K Check accounting method:Cash Accrual Other (specify) G1abc Yes No See the instructions and enter the:2 a Business activity code no. G Business activity Gb Product or service Gc Is the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 If 'Yes,' enter name and EIN of the parent corporation G At the end of the tax year:4 Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax-exempta organization own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part I of Schedule G (Form 1120) (attach Schedule G). . . . . . . . . . . . b Did any individual or estate own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part II of Schedule G (Form 1120) (att Schedule G). . CPCA0234L 08/25/15 Form 1120 (2015)BAA MASS MEDI-SPA INC. 80-0957397 0. 0. 0. 0. 0. 0. X 446190EDUCATIONAL & SCIENTPRODUCT X X X Form 1120 (2015)Page 4 Schedule K Other Information continued (see instructions) Yes No5At the end of the tax year, did the corporation: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation not included on Form 851,Affiliations Schedule? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iii) Country of (iv) Percentage(i) Name of Corporation Incorporation Owned in Voting StockIdentification Number(if any) Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in any foreign or domesticbpartnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iv)Maximum(iii) Country of (i) Name of Entity Identification Number Organization Percentage Owned in(if any)Profit, Loss, or Capital During this tax year, did the corporation pay dividends (other than stock dividends and distributions in exchange for stock) in6 excess of the corporation's current and accumulated earnings and profits? (See sections 301 and 316.). . . . . . . . . . . . . . . . . . . . . If 'Yes,' file Form 5452, Corporate Report of Nondividend Distributions. If this is a consolidated return, answer here for the parent corporation and on Form 851 for each subsidiary At any time during the tax year, did one foreign person own, directly or indirectly, at least 25% of (a)the total voting power of7 all classes of the corporation's stock entitled to vote or (b)the total value of all classes of the corporation's stock?. . . . . . . . . . . For rules of attribution, see section 318. If 'Yes,' enter: (i)Percentage owned G and (ii)Owner's country G (c) The corporation may have to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Enter the number of Forms 5472 attached G 8 GCheck this box if the corporation issued publicly offered debt instruments with original issue discount . . . . . . . . . . . . . . . . . If checked, the corporation may have to file Form 8281, Information Return for Publicly Offered Original Issue Discount Instruments. $9 Enter the amount of tax-exempt interest received or accrued during the tax year G Enter the number of shareholders at the end of the tax year (if 100 or fewer) G10 If the corporation has an NOL for the tax year and is electing to forego the carryback period, check here. . . . . . . . . . . . . . G11 If the corporation is filing a consolidated return, the statement required by Regulations section 1.1502-21(b)(3) must be attached or the election will not be valid. $12 Enter the available NOL carryover from prior tax years (do not reduce it by any deduction on line 29a.) G Are the corporation's total receipts (page 1, line 1a, plus lines 4 through 10) for the tax year and its total assets at the end13 of the tax year less than $250,000?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' the corporation is not required to complete Schedules L, M-1, and M-2. Instead, enter the total amount of cash distributions and the book value of property distributions (other than cash)$made during the tax year G Is the corporation required to file Schedule UTP (Form 1120), Uncertain Tax Position Statement (see instructions)?. . . . . . . . . . 14 If 'Yes,' complete and attach Schedule UTP. Did the corporation make any payments in 2015 that would require it to file Form(s) 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15a If 'Yes,' did or will the corporation file required Forms 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b During this tax year, did the corporation have an 80% or more change in ownership, including a change due to redemption of16 its own stock?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . During or subsequent to this tax year, but before the filing of this return, did the corporation dispose of more than 65% (by17 value) of its assets in a taxable, non-taxable, or tax deferred transaction?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the corporation receive assets in a section 351 transfer in which any of the transferred assets had a fair market basis or18 fair market value of more than $1 million?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 1120 (2015)CPCA0234L 08/25/15 NONE X 296,141. X NONE X X MASS MEDI-SPA INC. 80-0957397 X X X X X X X Form 1120 (2015)Page 5 Beginning of tax year End of tax yearSchedule L Balance Sheets per Books (a)(b)(c)(d)Assets 1 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a Trade notes and accounts receivable. . . . . . . . b Less allowance for bad debts. . . . . . . . . . . . . . . 3 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 U.S. government obligations. . . . . . . . . . . . . . . . 5 Tax-exempt securities (see instructions). . . . . 6 Other current assets (attach statement). . . . . . . . . . . . . . 7 Loans to shareholders. . . . . . . . . . . . . . . . . . . . . . 8 Mortgage and real estate loans. . . . . . . . . . . . . 9 Other investments (attach statement). . . . . . . . . . . . . . . 10a Buildings and other depreciable assets. . . . . . b Less accumulated depreciation . . . . . . . . . . . . . 11a Depletable assets. . . . . . . . . . . . . . . . . . . . . . . . . . b Less accumulated depletion . . . . . . . . . . . . . . . . 12 Land (net of any amortization). . . . . . . . . . . . . . 13a Intangible assets (amortizable only). . . . . . . . . b Less accumulated amortization . . . . . . . . . . . . . 14 Other assets (attach statement). . . . . . . . . . . . . . . . . . . 15 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities and Shareholders' Equity 16 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 17 Mortgages, notes, bonds payable in less than 1 year. . . . 18 Other current liabilities (attach stmt). . . . . . . . . . . . . . . . 19 Loans from shareholders. . . . . . . . . . . . . . . . . . . 20 Mortgages, notes, bonds payable in 1 year or more . . . . . 21 Other liabilities (attach statement). . . . . . . . . . . . . . . . . 22 aCapital stock:Preferred stock. . . . . . . . . . . . b Common stock. . . . . . . . . . . . 23 Additional paid-in capital. . . . . . . . . . . . . . . . . . . 24 Retained earnings 'Approp (att stmt). . . . . . . . . . . . . . 25 Retained earnings 'Unappropriated. . . . . . . . 26 Adjmt to shareholders' equity (att stmt). . . . . . . . . . . . . . 27 Less cost of treasury stock . . . . . . . . . . . . . . . . . 28 Total liabilities and shareholders' equity . . . . . Schedule M-1 Reconciliation of Income (Loss) per Books With Income per Return Note: The corporation may be required to file Schedule M-3 (see instructions). Income recorded on books this year not71Net income (loss) per books. . . . . . . . . . . . . . . . included on this return (itemize):2 Federal income tax per books. . . . . . . . . . . . . . . $3 Tax-exempt interestExcess of capital losses over capital gains. . . Income subject to tax not recorded on books4 this year (itemize): Deductions on this return not charged8 Expenses recorded on books this year not against book income this year (itemize):5 deducted on this return (itemize):$a Depreciation. . $$a b Charitable contribnsDepreciation. . . . . . . . $b Charitable contributions. . $Travel & entertainment. . . c 9 Add lines 7 and 8. . . . . . . . . . . . . . . . . . . . . 6 10Add lines 1 through 5. . . . . . . . . . . . . . . . . . . . . . Income (page 1, line 28) 'line 6 less line 9. . . . . Schedule M-2 Analysis of Unappropriated Retained Earnings per Books (Line 25, Schedule L) 1 5 aBalance at beginning of year . . . . . . . . . . . . . . . Distributions. . . . . . . . . . . . . . . Cash. . . . 2 b cNet income (loss) per books. . . . . . . . . . . . . . . . Property. . . Stock Other decreases (itemize):Other increases (itemize):3 6 7 Add lines 5 and 6. . . . . . . . . . . . . . . . . . . . . 4 8Add lines 1, 2, and 3. . . . . . . . . . . . . . . . . . . . . . . Balance at end of year (line 4 less line 7). . . . . . . CPCA0234L 08/25/15 Form 1120 (2015) MASS MEDI-SPA INC. 80-0957397 1,228.1,573. 1,228.1,573. 298,425.435,819. -297,197.-434,246. 1,228.1,573. -137,049. 0. -137,049.-137,049. -297,197. -137,049. -434,246.-434,246. SEE ST 4 2015 FEDERAL STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 1120, LINE 17 TAXES AND LICENSES STATE TAX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500.TOTAL $500. STATEMENT 2 FORM 1120, LINE 26 OTHER DEDUCTIONS ACCOUNTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $285.BANK CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,496.CONSULTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,040.DUES AND SUBSCRIPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.FILING FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,737.LEGAL AND PROFESSIONAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,000.OFFICE SUPPLIES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663.ONLINE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269.TOTAL $136,550. STATEMENT 3 FORM 1120, LINE 29A NET OPERATING LOSS DEDUCTION CARRYOVER GENERATED FROM YEAR END 12/31/13 $243,839. AVAILABLE FOR CARRYOVER TO 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243,839. CARRYOVER GENERATED FROM YEAR END 12/31/14 $52,302. AVAILABLE FOR CARRYOVER TO 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,302. NET OPERATING LOSSES AVAILABLE IN 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $296,141. TAXABLE INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -137,049. TOTAL NET OPERATING LOSS DEDUCTION (LIMITED TO TAXABLE INCOME). . . . . . . . . . . 0. STATEMENT 4 FORM 1120, SCHEDULE L, LINE 21 OTHER LIABILITIES BEGINNING ENDING LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $298,425.$435,819.TOTAL $298,425.$435,819. 88-12-00018 2015Form M-8453C MassachusettsCorporate Tax Declaration Department offor Electronic Filing Revenue Please print or type. Privacy Act Notice available upon request. For the year January 1 - December 31, 2015. Federal Identification numberCorporation name Form filed:355 355U 355S 355SC Mailing address City/Town State Zip Part 1. Tax Return Information for Electronic Filing Excise due before credits (from Form 355, line 6; Form 355U, line 24; Form 355S, line 9; or Form 355SC, line 7). . . . . . . . . . . . . . . . . . . . . 1 1 2 2Total credits (from Form 355, line 7; Form 355U, lines 25 and 26; Form 355S, line 10; or Form 355SC, lines 8 through 16). . . . . . . . . . . . . . Excise due before voluntary contributions (from Form 355, line 11; Form 355U, line 27; Form 355S, line 14;3 or Form 355SC, line 19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Overpayment amount (from Form 355, line 20; Form 355U, line 37; Form 355S, line 23; or Form 355SC, line 25). . . . . . . . . . . . . . . . . . . . . . 4 4 Balance due (from Form 355, line 23; Form 355U, line 40; Form 355S, line 26; or Form 355SC, line 28). . . . . . 5 5 Part 2. Declaration and Signature of Taxpayer Under pains and penalties of perjury, I declare that I have reviewed the information on my return with the information I have provided to myElectronic Return Originator and that the amounts above agree with the amounts shown on my 2015 Massachusetts return. To the best of myknowledge and belief this information is true, correct and complete. I consent that my return, including this declaration and accompanyingschedules, forms and statements be sent to the Massachusetts Department of Revenue by my Electronic Return Originator. I authorize DOR toinform my Electronic Return Originator and/or the transmitter when my electronic return has been accepted. In the event that it is rejected, Iauthorize DOR to identify the reasons for rejection so that the return can be corrected and re-transmitted. If I have filed a balance due return, Iunderstand that if DOR does not receive full and timely payment of my tax liability, I will remain liable for the tax liability and all applicablepenalties and interest. Your signature Date Part 3. Declaration and Signature of Electronic Return Originator (ERO) I declare that I have reviewed the above taxpayer's return and that the entries on this M-8453C are complete and correct to the best of myknowledge. (Collectors are not responsible for reviewing the taxpayer's return; however, they must ensure that the M-8453C accurately reflectsthe data on the return.) I have obtained the taxpayer's signature before submitting this return to the Massachusetts Department of Revenue. Ihave provided the taxpayer with a copy of all forms and information filed with the Massachusetts Department of Revenue. If I am also the paidpreparer, under pains and penalties of perjury I declare that I have examined the above taxpayer's return and accompanying schedules andstatements and to the best of my knowledge and belief, they are true, correct and complete. I declare that I have verified the taxpayer's proof ofaccount and it agrees with the name(s) shown on this form. This declaration of paid preparer (other than taxpayer) is based on all information ofwhich the preparer has any knowledge. Original Forms M-8453C should not be sent to DOR, but must instead be retained by the ERO on theERO's business premises for a period of three years from the date the return to which the M-8453C relates was filed. ERO's signature and SSN or PTIN Date EIN Firm name (or yours, if self-employed) and address City/Town State Zip Check if self- employed Check if alsoPart 4. Declaration and Signature of Paid Preparer (if other than ERO)paid preparer Under pains and penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and tothe best of my knowledge and belief it is true, correct and complete. This declaration of paid preparer (other than taxpayer) is based on allinformation of which the preparer has any knowledge. Paid preparer's signature and SSN or PTIN Date EIN Firm name (or yours, if self-employed) and address City/Town State Zip Check if self-employed MACZ0101L 10/27/15 XMASS MEDI-SPA INC.80-0957397 C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 456. 44. 11-2648173 HARVEY ALTMAN & CO. CPA PC131 JERICHO TPKE STE 302JERICHO, NY 11753-1072 X Detach Here MassachusettsForm 355-7004 Application for Corporate Extension '2015 Department of Revenue Federal Identification number Is the corporation incorporated in Massachusetts?Period end date Amount enclosed Yes No Tax type Voucher type ID type Vendor code Business name Type of extension being applied for Automatic six-month Extension until:a b Mailing address City/Town State Zip Sign here. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of officer or agent Signature of paid preparer Date Employer Identification number of paid preparer Social Security number or PTIN of paid preparer MACZ0812L 01/15/16 X80-0957397 12/31/2015 456. 014 18 004 1032 XMASS MEDI-SPA INC. C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 11-2648173 00100800957397 123115 0000000000 014 180041032 00000456005 MA15397110322015 Form 355 Business or Manufacturing Corporation Excise Return Year beginning Ending Check if Amended return Federal amendment Federal auditGGG GCheck if the corporation is incorporated within Massachusetts1 GType of corporation Section 38 manufacturer Mutual fund service2 GType of corporation R&D Classified manufacturing RIC REIT3 GCheck if the corporation is filing a Massachusetts unitary return4 GCheck if the corporation's tax year is different from the 355U5 GCheck if the corporation is an insurance mutual holding corporation6 GCheck if the corporation is requesting alternate apportionment7 GCheck if this is a final Massachusetts return8 Principal business code9 9G FID of principal reporting corporation if answer to line 4 is Yes10 10G Average number of employees in Massachusetts11 11 Average number of employees worldwide12 12 Foreign corporation: first date of business in Massachusetts13 13 Last year audited by IRS 1414G Check if adjustments have been reported to Massachusetts15 GCheck if the corporation is deducting intangible or interest expenses paid to a related entity16 GCheck if the taxpayer is enclosing a Taxpayer Disclosure Statement17 Check if the taxpayer is claiming exemption from the income measure of the excise pursuant to PL 86-27218 G SIGN HERE. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of appropriate officer Date Print paid preparer's name Paid preparer's SSN or PTIN G Title Paid preparer's phone Paid preparer's EIN Are you signing as an authorized delegate Paid preparer's signature Date Check if self-employedof the appropriate officer of the corporation? Yes No(see instructions) Taxpayer's e-mail address PRIVACY ACT NOTICE AVAILABLE UPON REQUEST MACA0112L 11/20/15 01012015 12312015 MASS MEDI-SPA INC.800957397C/O ALTMAN CPA 131 JERIC JERICHO NY 11753 X 446190 PRESIDENT 11-2648173 X 060916 110606 A HARVEY ALTMAN, CPA (516) 333-3352 HARVEY ALTMAN & CO. CPA PC 131 JERICHO TPKE STE 302 JERICHO, NY 11753-1072 2015 Excise CalculationMA1539721032 Business or Manufacturing Corporation Excise Return Taxable Massachusetts tangible property, if applicable x .0026 =1 1GG Taxable net worth, if applicable x .0026 =2 2GG x .0800 =Massachusetts taxable income 33GG Credit recapture4 4G Tax on installment sales5 5G Excise before credits6 6 Total credits7 7G Excise after credits8 8 Combined filer tax due9 9 Minimum excise10 10 Excise due before voluntary contribution11 11 Voluntary contribution for endangered wildlife conservation12 12G Excise due plus voluntary contribution13 13G 2014 overpayment applied to your 2015 estimated tax14 14G 2015 Massachusetts estimated tax payments15 15G Payment made with extension16 16G Pass-through entity withholding. Payer ID number17 17GG Total refundable credits18 18G Total payments19 19 Amount overpaid20 20 21 21Amount overpaid to be credited to 2016 estimated tax G Amount overpaid to be refunded Refund22 22G Balance due Balance due23 23G a + b =M-2220 penalty Late file/pay penalties24ab 24G Interest on unpaid balance25 25 Total payment due at time of filing Total due26 26G MACA0112L 11/20/15 456 45644 456 4444 800957397 060916 110606 A 500 456 MA15060110322015 Schedule A Balance Sheet A B Accumulated CTangible Assets Original depreciation and Net bookcostamortizationvalueCapital assets in Massachusetts:1 GBuildingsa1aG Landb 1bG GMotor vehicles and trailersc 1cG GMachinery taxed locallyd 1dG Machinery not taxed locallye 1e Equipmentf 1f Fixturesg 1g GLeasehold improvements taxed locallyh 1hG Leasehold improvements not taxed locallyi 1i Other fixed depreciable assetsj 1j Construction in progressk 1k Total capital assets in Massachusettsl 1 lG Inventories in Massachusetts:2 General merchandisea 2a Exempt goodsb 2bG Supplies and other non-depreciable assets in Mass.3 3 Total tangible assets in Massachusetts4 4G Capital assets outside of Massachusetts:5 Buildings and other depreciable assetsa 5a Landb 5b Leaseholds/leasehold improvements outside Mass.6 6 GTotal capital assets outside Massachusetts7 7G MACA0135L 12/21/15 MASS MEDI-SPA INC.800957397 060916 110606 A 2015 Schedule A, pg. 2MA1506021032 Business or Manufacturing Corporation Excise Return Inventories outside Massachusetts8 8 Supplies and other non-depreciable assets outside Massachusetts9 9 Total tangible assets outside of Massachusetts10 10 Total tangible assets. Add lines 4 and 1011 11 Investments:12 Investments in subsidiary corporations at least 80% owneda 12aG Other investmentsb 12bG Notes receivable13 13 Accounts receivable14 14 Intercompany receivables15 15G Cash16 16 Other assets17 17 Total assets18 18G Liabilities and Capital Mortgages on:19 Massachusetts tangible property taxed locallya 19a Other tangible assetsb 19b Bonds and other funded debt20 20 Accounts payable21 21 Intercompany payables22 22G Notes payable23 23 Miscellaneous current liabilities24 24 Miscellaneous accrued liabilities25 25 Total liabilities26 26G Total capital stock issued27 27 Paid-in or capital surplus28 28 Retained earnings and surplus reserves29 29G Undistributed S corporation net income30 30G Total capital31 31 Treasury stock32 32 Total liabilities and capital33 33 MACA0135L 12/21/15 800957397 1573 1573 435819435819 -434246 -434246 1573 060916 110606 A STATEMENT 1 MA15061110322015 Schedule B Tangible or Intangible Property Corp. Classification Total Massachusetts tangible property1 1 Massachusetts real estate2 2 Massachusetts motor vehicles and trailers3 3 Massachusetts machinery taxed locally4 4 Massachusetts leasehold improvements taxed locally5 5 Massachusetts tangible property taxed locally6 6G Massachusetts tangible property not taxed locally7 7 Total assets8 8 Massachusetts tangible property taxed locally9 9 Total assets not taxed locally10 10 Investments in subsidiaries at least 80% owned11 11 Assets subject to allocation12 12 Income apportionment percentage13 13 Allocated assets14 14G Tangible property percentage15 15 Schedule C. Tangible Property Corporation Total Massachusetts tangible property1 1 Exempt Massachusetts tangible property:2 Massachusetts real estatea 2a Massachusetts motor vehicles and trailersb 2b Massachusetts machinery taxed locallyc 2c Massachusetts leasehold improvements taxed locallyd 2d Exempt goodse 2e Certified Massachusetts industrial waste/air treatment facilitiesf 2f Certified Massachusetts solar or wind power deductiong 2g Total exempt Massachusetts tangible property3 3 Taxable Massachusetts tangible property4 4 MACA0135L 12/21/15 MASS MEDI-SPA INC.800957397 1573 1573 15731.0000001573 060916 110606 A MA15062110322015 Schedule D Intangible Property Corporation Total assets1 1 Total liabilities2 2 Massachusetts tangible property taxed locally3 3 Mortgages on Massachusetts tangible property taxed locally4 4 Subtract line 4 from line 35 5 Investments in subsidiaries at least 80% owned6 6 Deductions from total assets7 7 Allocable net worth8 8 Income apportionment percentage9 9 Taxable net worth10 10 Schedule E-1.Dividends Deduction Total dividends1 1 Dividends from Massachusetts corporate trusts2 2 Dividends from non-wholly-owned DISCs3 3 Dividends, if less than 15% of voting stock owned4 4 Dividends from RICs5 5 Dividends from REITs6 6 Total taxable dividends7 7 Dividends eligible for deduction8 8 Dividends deduction9 9 MACA0168L 11/20/15 800957397 1573435819 435819 1.000000 060916 110606 A MA15064110322015 Schedule E Taxable Income Gross receipts or sales1 1G Gross profit 22G Other deductions3 3G Net income4 4G Allowable U.S. wage credit 55G Subtract line 5 from line 46 6 State and municipal bond interest not included in U.S. net income7 7G Foreign, state or local income, franchise, excise or capital stock taxes deducted from U.S. net income 88G Section 168(k) 'bonus' depreciation adjustment9 9G Section(s) 31I and 31K intangible expenses10 10G Section(s) 31J and 31K interest expenses 1111G Federal production activity add back12 12G Other adjustments, including research and development expenses13 13G Add lines 6 through 1314 14 x .10 =Abandoned building renovation deduction 1515G Dividends deduction16 16G Add back of intangible expenses exception 1717G Add back of interest expenses exception18 18G Income subject to apportionment19 19 Income apportionment percentage20 20G Multiply line 19 by line 2021 21G Income not subject to apportionment22 22G Total net income allocated or apportioned to Massachusetts 2323G Certified Massachusetts solar or wind power deduction24 24G Massachusetts taxable income before NOL deduction25 25 Net operating loss deduction26 26G Massachusetts taxable income27 27 Net operating loss carryover28 28G MACA0168L 11/20/15 MASS MEDI-SPA INC.800957397 136550-137049 -137049 500 -136549 -1365491.000000-136549 -136549 -136549 -136549432234 060916 110606 A Massachusetts Department of Revenue Schedule M-1 2015Federal Reconciliation For calendar year 2015 or taxable year beginning and ending Name of corporation Federal Identification number Part 1. Income and expenses Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 Cost of goods sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Capital gains on net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Gain or loss (from Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9 Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Compensation of officers deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 Salaries and wages deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 13 Repairs and maintenance deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1414 Bad debts deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15 Rents deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16 Taxes and licenses deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 Interest expense deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1818 Charitable contributions deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 19 Depreciation deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Depletion deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21 Advertising deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2222 Pension and profit sharing deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 23 Employee benefit programs deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 24 Production activity deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 25 Total other deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 26 Total deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27 Net income before NOL deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 28 MACZ2412L 12/17/15 Rev. 3/15 MASS MEDI-SPA INC.80-0957397 1. 1. 500. 136,550. 137,050. -137,049. 2015 SCHEDULE M-1, PAGE 2 Federal Identification numberName of corporation Part 2. Corporate ownership At the end of the tax year did any foreign or domestic corporation, partnership, including any entity treated as a partnership, trust or tax-exempt organization own, directly or1 indirectly, more than 50% of the total voting power of all the corporation's stock entitled to vote?Yes No a c d Country of e Ownershipb Federal organization percentageName of entity Identification number Type of entity At the end of the tax year did the corporation own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or2 domestic corporation?Yes No a b Federal c Country of d Ownership Name of corporation Identification number incorporation percentage MACZ2412L 12/17/15 X X 80-0957397MASS MEDI-SPA INC. Massachusetts Department of Revenue Schedule NOL 2015Net Operating Loss Carryforward For calendar year 2015 or taxable year beginning and ending Name of corporation Federal Identification number Date of most recent ownership change 1 Corporation's total income allocated or apportioned in Massachusetts for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Yes No2Is the amount of NOL available for any year below different from the NOL remaining as shown on last year's tax return? If Yes, explain (see instructions) List the available losses by tax year end. Losses may be carried forward up to five taxable years, or up to 20 years for losses incurred in3 2010 or later. List any available losses from the oldest prior year first. Then list, in descending order, the available loss for each succeeding prior taxable year. If the taxpayer did not incur a loss in a prior year enter '0' for the amount of NOL available. Period end date Post apportionment NOL available NOL used or shared Remaining NOL Total NOL available. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Total NOL used or shared this year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Total NOL not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Total NOL expired (if applicable). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 8 Total NOL available for carryover to future years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Name of principal reporting corporationComplete if filing Form 355U Federal Identification number Amount of NOL used by member against its own income (not shared). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 MACA9112L 12/17/15 Rev. 3/15 432234 0 432234 0 432234 X -136549 8/07/2013 80-0957397MASS MEDI-SPA INC. 12/31/2010 0 0 0 12/31/2011 0 0 0 12/31/2012 0 0 0 12/31/2013 243839 0 243839 12/31/2014 51846 0 51846 2015 MASSACHUSETTS STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 355, SCHEDULE A, LINE 25 MISCELLANEOUS ACCRUED LIABILITIES LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $435,819.TOTAL $435,819. Form Payment Record Name of Bank Routing Transit Number Bank Account Number Type of Account Amount of Tax Payment Tax Type Requested Payment Date Taxpayer's Daytime Phone Number FDIL4001L 05/14/15 2015 ELECTRONIC PAYMENT--MASSACHUSETTS EXTENSION PAGE 1 MASS MEDI-SPA INC.80-0957397 THE TAXPAYER'S BALANCE DUE WILL BE PAID ELECTRONICALLY USING THE FOLLOWINGINFORMATION. MODIFY THE BANK AND ACCOUNT INFORMATION USING THE MASSACHUSETTSELECTRONIC PAYMENT INPUT FIELDS IN SCREEN 4.1. BANK OF AMERICA CHECKING $456. 355-7004 NEXT BUSINESS DATE AFTER ACCEPTANCE 516 333-3352 OMB No. 1545-0123 Form 8879-C IRS e-file Signature Authorization for Form 1120 ,For calendar year 2016,or tax year beginning , 2016,ending 2016GDo not send to the IRS. Keep for your records.Department of the Treasury G Information about Form 8879-C and its instructions is at www.irs.gov/form8879c.Internal Revenue Service Name of corporation Employer identification number Part I Tax Return Information (Whole dollars only) 1 1Total income (Form 1120, line 11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2Taxable income (Form 1120, line 30). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3Total tax (Form 1120, line 31). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4Amount owed (Form 1120, line 34). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5Overpayment (Form 1120, line 35). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Declaration and Signature Authorization of Officer. Be sure to get a copy of the corporation's return.Part II Under penalties of perjury, I declare that I am an officer of the above corporation and that I have examined a copy of the corporation's 2016 electronic income tax return and accompanying schedules and statements and to the best of my knowledge and belief, it is true, correct, and complete. I further declare that the amounts in Part I above are the amounts shown on the copy of the corporation's electronic income tax return. I consent to allow my electronic return originator (ERO), transmitter, or intermediate service provider to send the corporation's return to the IRS and to receive from the IRS (a)an acknowledgement of receipt or reason for rejection of the transmission, (b)the reason for any delay in processing the return or refund, and (c)the date of any refund. If applicable, I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the corporation's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. I have selected a personal identification number (PIN) as my signature for the corporation's electronic income tax return and, if applicable, the corporation's consent to electronic funds withdrawal. Officer's PIN: check one box only I authorize to enter my PIN as my signature ERO firm name do not enter all zeros on the corporation's 2016 electronically filed income tax return. As an officer of the corporation, I will enter my PIN as my signature on the corporation's 2016 electronically filed income tax return. Officer's signature G Date G Title G Part III Certification and Authentication ERO's EFIN/PIN. Enter your six-digit EFIN followed by your five-digit self-selected PIN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . do not enter all zeros I certify that the above numeric entry is my PIN, which is my signature on the 2016 electronically filed income tax return for the corporation indicated above. I confirm that I am submitting this return in accordance with the requirements of Pub 3112,IRS e-file Application and Participation, and Pub 4163,Modernized e-File (MeF) Information for Authorized IRS e-file Providers for Business Returns. ERO's signature G Date G ERO Must Retain This Form 'See Instructions Do Not Submit This Form to the IRS Unless Requested To Do So Form 8879-C (2016)BAA For Paperwork Reduction Act Notice, see instructions. CPCA1201L 08/23/16 MASS MEDI-SPA INC.80-0957397 0.-66,786. X HARVEY ALTMAN & CO. CPA PC 31993 PRESIDENT Form 7004 Application for Automatic Extension of Time To File Certain OMB No. 1545-0233(Rev December 2016)Business Income Tax, Information, and Other Returns G File a separate application for each return.Department of the Treasury G Information about Form 7004 and its separate instructions is at www.irs.gov/form7004.Internal Revenue Service Name Identifying number Print Number, street, and room or suite number. (If P.O. box, see instructions.)or Type City, town, state, and ZIP code (If a foreign address, enter city, province or state, and country (follow the country's practice for entering postal code)). Note: File request for extension by the due date of the return for which the extension is granted. See instructions before completing this form. Part I Automatic Extension for C Corporations With Tax Years Ending December 31. See instructions. 1a Enter the form code for the return listed below that this application is for. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 1120 Form 1120-ND (section 4951 taxes)12 20 Form 1120-C Form 1120-PC34 21 Form 1120-F Form 1120-POL15 22 Form 1120-FSC Form 1120-REIT16 23 Form 1120-H Form 1120-RIC17 24 Form 1120-L Form 1120-SF18 26 Form 1120-ND 19 Automatic Extension for Certain Estates and Trusts. See instructions.Part II b Enter the form code for the return listed below that this application is for. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 1041 (estate other than a bankruptcy estate)Form 1041 (trust)04 05 Automatic Extension for Entities Not Using Part I, II, or IV. See instructions.Part III c Enter the form code for the return listed below that this application is for. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 706-GS(D)Form 1120-ND (section 4951 taxes)01 20 Form 706-GS(T)Form 1120-PC02 21 Form 1041 (bankruptcy estate only)Form 1120-POL03 22 Form 1041-N Form 1120-REIT06 23 Form 1041-QFT Form 1120-RIC07 24 Form 1042 Form 1120S08 25 Form 1065 Form 1120-SF09 26 Form 1065-B Form 3520-A10 27 Form 1066 Form 861211 28 Form 1120 Form 861312 29 Form 1120-C Form 872534 30 Form 1120-F Form 880415 31 Form 1120-FSC Form 883116 32 Form 1120-H Form 887617 33 Form 1120-L Form 892418 35 Form 1120-ND Form 892819 36 Part IV Automatic Extension for C Corporations With Tax Years Ending June 30. See instructions. d Enter the form code for the return listed below that this application is for. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application Form Application Form Is For:Code Is For:Code Form 1120 Form 1120-ND (section 4951 taxes)12 20 Form 1120-C Form 1120-PC34 21 Form 1120-F Form 1120-POL15 22 Form 1120-FSC Form 1120-REIT16 23 Form 1120-H Form 1120-RIC17 24 Form 1120-L Form 1120-SF18 26 Form 1120-ND 19 CPCZ0701L 09/19/16 Form 7004 (Rev 12-2016)BAA For Privacy Act and Paperwork Reduction Act Notice, see separate instructions. MASS MEDI-SPA INC.80-0957397 C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 12 Form 7004 (Rev 12-2016)Page 2 Part V All Filers Must Complete This Part If the organization is a foreign corporation that does not have an office or place of business in the United States, check here. . . . . . G2 If the organization is a corporation and is the common parent of a group that intends to file a consolidated return, check here. . . . . G3 If checked, attach a statement listing the name, address, and Employer Identification Number (EIN) for each member covered by this application. If the organization is a corporation or partnership that qualifies under Regulations section 1.6081-5, check here. . . . . . . . . . . . . . . . . . . G4 The application is for calendar year 20 , or tax year beginning , 20 , and ending , 205a Initial return Final returnShort tax year.If this tax year is less than 12 months, check the reason:b Change in accounting period Consolidated return to be filed Other (see instructions 'attach explanation) 6 Tentative total tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Total payments and credits (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 8Balance due. Subtract line 7 from line 6 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Form 7004 (Rev 12-2016) CPCZ0701L 10/06/16 MASS MEDI-SPA INC. 80-0957397 16 0. 0. 0. OMB No. 1545-0123U.S. Corporation Income Tax ReturnForm 1120 For calendar year 2016 or tax year beginning , 2016, ending ,Department of the Treasury 2016GInternal Revenue Service Information about Form 1120 and its separate instructions is at www.irs.gov/form1120. Employer identification numberACheck if:B Consolidated return1a(attach Form 851). . TYPELife/nonlife consoli-b Date incorporatedCORdated return. . . . . . Personal holding co.PRINT2(attach Sch. PH). . . Total assets (see instructions)DPersonal service3corp. (see instrs). . $ Schedule M-34 Check if:Initial return Final return Name change Address changeE(1)(2)(3)(4)attached . . . . . . . . 1a 1aGross receipts or sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 1bReturns and allowances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 1cBalance. Subtract line 1b from line 1a. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2Cost of goods sold (attach Form 1125-A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 3 3Gross profit. Subtract line 2 from line 1c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N C 4 4Dividends (Schedule C, line 19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . O M 55Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E 6 6Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Capital gain net income (attach Schedule D (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10Other income (see instructions ' attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total income. Add lines 3 through 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11G 12 12Compensation of officers (see instructions 'attach Form 1125-E). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 13 13Salaries and wages (less employment credits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14Repairs and maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F 1515Bad debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D OER 16 16Rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DU L 17 17Taxes and licenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C ITM 18 18Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I IO 19 19Charitable contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TNA 20 20Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562). S T I 21 21Depletion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S OEN 22 22Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E S 23 23Pension, profit-sharing, etc., plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I ONN 24 24Employee benefit programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ST D 25 25Domestic production activities deduction (attach Form 8903). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R EUD 26 26Other deductions (attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C UTC Total deductions. Add lines 12 through 26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27GITOI2828Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11. . . . . . . . . . . . . . . . . . . . N OSN 29a 29aNet operating loss deduction (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . S b 29bSpecial deductions (Schedule C, line 20). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 29cAdd lines 29a and 29b. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable income. Subtract line 29c from line 28. See instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 30TCXR3131Total tax (Schedule J, Part I, line 11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SR 32 32ETotal payments and refundable credits (Schedule J, Part II, line 21). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AFN 33 33UEstimated tax penalty. See instructions. Check if Form 2220 is attached. . . . . . . . . . . . . . . . . . . . GDNAmount owed. If line 32 is smaller than the total of lines 31 and 33, enter amount owed. . . . . . . . . . . . . . 34 34DPAMOverpayment.If line 32 is larger than the total of lines 31 and 33, enter amount overpaid. . . . . . . . . . . . . 35 35BTLS3636Refunded GEGEnter amount from line 35 you want: Credited to 2017 estimated tax. . . . Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge May the IRS discussand belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.this return with theSignpreparer shown below?See instructions.Here A ASignature of officer Date Title Yes No Print/Type preparer's name Preparer's signature Date PTINCheckif self-employedPaid GPreparer Firm's EINFirm's name GUse Only GFirm's address Phone no. CPCA0205L 08/18/16 Form 1120 (2016)BAA For Paperwork Reduction Act Notice, see separate instructions. 8/07/2013 MASS MEDI-SPA INC.C/O ALTMAN CPA 131 JERICHO TPKE #302JERICHO, NY 11753 23,530. 0. 456. 66,330. 66,786. -66,786. 0. -66,786. 0. 0. 0. PRESIDENT X HARVEY ALTMAN & CO. CPA PC 11-2648173131 JERICHO TPKE STE 302JERICHO, NY 11753-1072 (516) 333-3352 80-0957397 HARVEY ALTMAN, CPA SEE STATEMENT 1 SEE STATEMENT 2 SEE ST 3 Form 1120 (2016)Page 2 Schedule C Dividends and Special Deductions (b) Percentage (c) Special deductions(a) Dividends(see instructions)(a) x (b)received Dividends from less-than-20%-owned domestic corporations (other1 70than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned domestic corporations (other2 80than debt-financed stock). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . seeDividends on debt-financed stock of domestic and3 instructionsforeign corporations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of less-than-20%-owned4 42public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on certain preferred stock of 20%-or-more-owned5 48public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from less-than-20%-owned foreign corporations and6 70certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from 20%-or-more-owned foreign corporations and7 80certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1008Dividends from wholly owned foreign subsidiaries. . . . . . . . . . . . . . . . . . Total. Add lines 1 through 8. See instructions for limitation . . . . . . . . . 9 Dividends from domestic corporations received by a small business10investment company operating under the Small Business 100Investment Act of 1958. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10011Dividends from affiliated group members. . . . . . . . . . . . . . . . . . . . . . . . . . 10012Dividends from certain FSCs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from foreign corporations not included on line 3, 6, 7, 8,13 11, or 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from controlled foreign corporations under subpart F14 (attach Form(s) 5471). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Foreign dividend gross-up. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 IC-DISC and former DISC dividends not included on line 1, 2, or 3. . 17 Other dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deduction for dividends paid on certain preferred stock of18 public utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total dividends. Add lines 1 through 17. Enter here and on19 page 1, line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G Total special deductions. Add lines 9, 10, 11, 12, and 18. Enter here and on page 1, line 29b. . . . . . . . . . . . . . . . . . 20 G Form 1120 (2016) CPCA0212L 08/18/16 MASS MEDI-SPA INC.80-0957397 Form 1120 (2016)Page 3 Tax Computation and Payment (see instructions)Schedule J Part I 'Tax Computation 1 See instructionsCheck if the corporation is a member of a controlled group (attach Schedule O (Form 1120)).G 2 Income tax. Check if a qualified personal service corporation. 2See instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 3 3Alternative minimum tax (attach Form 4626). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4Add lines 2 and 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5a 5aForeign tax credit (attach Form 1118). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 5bCredit from Form 8834 (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 5cGeneral business credit (attach Form 3800). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 5dCredit for prior year minimum tax (attach Form 8827). . . . . . . . . . . . . . . . . . . . . . . . . e 5eBond credits from Form 8912. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 5a through 5e. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 7 7Subtract line 6 from line 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8Personal holding company tax (attach Schedule PH (Form 1120)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9a 9aRecapture of investment credit (attach Form 4255). . . . . . . . . . . . . . . . . . . . . . . . . . . . b 9bRecapture of low-income housing credit (attach Form 8611). . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'completed long-term contractsc 9c(attach Form 8697). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest due under the look-back method 'income forecast method (attachd 9dForm 8866). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e 9eAlternative tax on qualifying shipping activities (attach Form 8902). . . . . . . . . . . . . f 9fOther (see instructions 'attach statement). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. Add lines 9a through 9f. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total tax. Add lines 7, 8, and 10. Enter here and on page 1, line 31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Part II 'Payments and Refundable Credits 12 122015 overpayment credited to 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 132016 estimated tax payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 142016 refund applied for on Form 4466. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15Combine lines 12, 13, and 14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16Tax deposited with Form 7004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17Withholding (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total payments. Add lines 15, 16 and 17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Refundable credits from:19 a 19aForm 2439. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 19bForm 4136. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c 19cForm 8827, line 8c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 19dOther (attach statement 'see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credits. Add lines 19a through 19d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Total payments and credits. Add lines 18 and 20. Enter here and on page 1, line 32. . . . . . . . . . . . . . . . . . . . . . . 21 21 Other Information (see instructions)Schedule K Check accounting method:Cash Accrual Other (specify) G1abc Yes No See the instructions and enter the:2 a Business activity code no. G Business activity Gb Product or service Gc Is the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 If 'Yes,' enter name and EIN of the parent corporation G At the end of the tax year:4 Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax-exempta organization own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part I of Schedule G (Form 1120) (attach Schedule G). . . . . . . . . . . . b Did any individual or estate own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If 'Yes,' complete Part II of Schedule G (Form 1120) (att Schedule G). . CPCA0234L 08/18/16 Form 1120 (2016)BAA MASS MEDI-SPA INC.80-0957397 0. 0. 0. 0. 0. 0. X 446190EDUCATIONAL & SCIENTPRODUCT X X X Form 1120 (2016)Page 4 Schedule K Other Information (continued from page 3) Yes No5At the end of the tax year, did the corporation: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation not included on Form 851,Affiliations Schedule? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iii) Country of (iv) Percentage(i) Name of Corporation Identification Number Incorporation Owned in Voting Stock(if any) Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in any foreign or domesticbpartnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' complete (i) through (iv) below. (ii) Employer (iv)Maximum(iii) Country of(i) Name of Entity Identification Number Organization Percentage Owned in(if any)Profit, Loss, or Capital During this tax year, did the corporation pay dividends (other than stock dividends and distributions in exchange for stock) in6 excess of the corporation's current and accumulated earnings and profits? See sections 301 and 316. . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' file Form 5452, Corporate Report of Nondividend Distributions. If this is a consolidated return, answer here for the parent corporation and on Form 851 for each subsidiary At any time during the tax year, did one foreign person own, directly or indirectly, at least 25% of (a)the total voting power of7 all classes of the corporation's stock entitled to vote or (b)the total value of all classes of the corporation's stock?. . . . . . . . . . . For rules of attribution, see section 318. If 'Yes,' enter: (i)Percentage owned G and (ii)Owner's country G (c) The corporation may have to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Enter the number of Forms 5472 attached G 8 GCheck this box if the corporation issued publicly offered debt instruments with original issue discount . . . . . . . . . . . . . . . . . If checked, the corporation may have to file Form 8281, Information Return for Publicly Offered Original Issue Discount Instruments. $9 Enter the amount of tax-exempt interest received or accrued during the tax year G Enter the number of shareholders at the end of the tax year (if 100 or fewer) G10 If the corporation has an NOL for the tax year and is electing to forego the carryback period, check here. . . . . . . . . . . . . . G11 If the corporation is filing a consolidated return, the statement required by Regulations section 1.1502-21(b)(3) must be attached or the election won't be valid. $12 Enter the available NOL carryover from prior tax years (don't reduce it by any deduction on line 29a.) G Are the corporation's total receipts (page 1, line 1a, plus lines 4 through 10) for the tax year and its total assets at the end13 of the tax year less than $250,000?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If 'Yes,' the corporation isn't required to complete Schedules L, M-1, and M-2. Instead, enter the total amount of cash distributions and the book value of property distributions (other than cash)$made during the tax year G Is the corporation required to file Schedule UTP (Form 1120), Uncertain Tax Position Statement? See instructions. . . . . . . . . . . 14 If 'Yes,' complete and attach Schedule UTP. Did the corporation make any payments in 2016 that would require it to file Form(s) 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15a If 'Yes,' did or will the corporation file required Forms 1099?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b During this tax year, did the corporation have an 80% or more change in ownership, including a change due to redemption of16 its own stock?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . During or subsequent to this tax year, but before the filing of this return, did the corporation dispose of more than 65% (by17 value) of its assets in a taxable, non-taxable, or tax deferred transaction?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Did the corporation receive assets in a section 351 transfer in which any of the transferred assets had a fair market basis or18 fair market value of more than $1 million?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . During the corporation's tax year, did the corporation make any payments that would require it to file Forms 1042 and 1042-S19 under chapter 3 (sections 1441 through 1464) or chapter 4 (sections 1471 through 1474) of the Code? Form 1120 (2016)CPCA0234L 08/18/16 NONE X 433,190. X NONE X X MASS MEDI-SPA INC. X X X X X X X X 80-0957397 Form 1120 (2016)Page 5 Beginning of tax year End of tax yearSchedule L Balance Sheets per Books (a)(b)(c)(d)Assets 1 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a Trade notes and accounts receivable. . . . . . . . b Less allowance for bad debts. . . . . . . . . . . . . . . 3 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 U.S. government obligations. . . . . . . . . . . . . . . . 5 Tax-exempt securities (see instructions). . . . . 6 Other current assets (attach statement). . . . . . . . . . . . . . 7 Loans to shareholders. . . . . . . . . . . . . . . . . . . . . . 8 Mortgage and real estate loans. . . . . . . . . . . . . 9 Other investments (attach statement). . . . . . . . . . . . . . . 10a Buildings and other depreciable assets. . . . . . b Less accumulated depreciation . . . . . . . . . . . . . 11a Depletable assets. . . . . . . . . . . . . . . . . . . . . . . . . . b Less accumulated depletion . . . . . . . . . . . . . . . . 12 Land (net of any amortization). . . . . . . . . . . . . . 13a Intangible assets (amortizable only). . . . . . . . . b Less accumulated amortization . . . . . . . . . . . . . 14 Other assets (attach statement). . . . . . . . . . . . . . . . . . . 15 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities and Shareholders' Equity 16 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 17 Mortgages, notes, bonds payable in less than 1 year. . . . 18 Other current liabilities (attach stmt). . . . . . . . . . . . . . . . 19 Loans from shareholders. . . . . . . . . . . . . . . . . . . 20 Mortgages, notes, bonds payable in 1 year or more . . . . . 21 Other liabilities (attach statement). . . . . . . . . . . . . . . . . 22 aCapital stock:Preferred stock. . . . . . . . . . . . b Common stock. . . . . . . . . . . . 23 Additional paid-in capital. . . . . . . . . . . . . . . . . . . 24 Retained earnings 'Approp (att stmt). . . . . . . . . . . . . . 25 Retained earnings 'Unappropriated. . . . . . . . 26 Adjmt to shareholders' equity (att stmt). . . . . . . . . . . . . . 27 Less cost of treasury stock . . . . . . . . . . . . . . . . . 28 Total liabilities and shareholders' equity . . . . . Schedule M-1 Reconciliation of Income (Loss) per Books With Income per Return Note: The corporation may be required to file Schedule M-3. See instructions. Income recorded on books this year not71Net income (loss) per books. . . . . . . . . . . . . . . . included on this return (itemize):2 Federal income tax per books. . . . . . . . . . . . . . . $3 Tax-exempt interestExcess of capital losses over capital gains. . . Income subject to tax not recorded on books4 this year (itemize): Deductions on this return not charged8 Expenses recorded on books this year not against book income this year (itemize):5 deducted on this return (itemize):$a Depreciation. . $$a b Charitable contribnsDepreciation. . . . . . . . $b Charitable contributions. . $Travel & entertainment. . . c 9 Add lines 7 and 8. . . . . . . . . . . . . . . . . . . . . 106Add lines 1 through 5. . . . . . . . . . . . . . . . . . . . . . Income (page 1, line 28) 'line 6 less line 9. . . . . Schedule M-2 Analysis of Unappropriated Retained Earnings per Books (Line 25, Schedule L) 1 5 aBalance at beginning of year . . . . . . . . . . . . . . . Distributions. . . . . . . . . . . . . . . Cash. . . . 2 b cNet income (loss) per books. . . . . . . . . . . . . . . . Property. . . Stock Other decreases (itemize):Other increases (itemize):3 6 7 Add lines 5 and 6. . . . . . . . . . . . . . . . . . . . . 4 8Add lines 1, 2, and 3. . . . . . . . . . . . . . . . . . . . . . . Balance at end of year (line 4 less line 7). . . . . . . CPCA0234L 08/18/16 Form 1120 (2016) MASS MEDI-SPA INC.80-0957397 1,573.746. 22,784. 1,573.23,530. 435,819.524,562. -434,246.-501,032. 1,573.23,530. -66,786. 0. -66,786.-66,786. -434,246. -66,786. -501,032.-501,032. SEE ST 4 SEE ST 5 2016 FEDERAL STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 1120, LINE 17 TAXES AND LICENSES STATE TAX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $456.TOTAL $456. STATEMENT 2 FORM 1120, LINE 26 OTHER DEDUCTIONS ACCOUNTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,864.BANK CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509.FILING FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000.LEGAL AND PROFESSIONAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,877.OFFICE SUPPLIES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,080.TOTAL $66,330. STATEMENT 3 FORM 1120, LINE 29A NET OPERATING LOSS DEDUCTION CARRYOVER GENERATED FROM YEAR END 12/31/13 $243,839. AVAILABLE FOR CARRYOVER TO 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243,839. CARRYOVER GENERATED FROM YEAR END 12/31/14 $52,302. AVAILABLE FOR CARRYOVER TO 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,302. CARRYOVER GENERATED FROM YEAR END 12/31/15 $137,049. AVAILABLE FOR CARRYOVER TO 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,049. NET OPERATING LOSSES AVAILABLE IN 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $433,190. TAXABLE INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66,786. TOTAL NET OPERATING LOSS DEDUCTION (LIMITED TO TAXABLE INCOME). . . . . . . . . . . 0. STATEMENT 4 FORM 1120, SCHEDULE L, LINE 14 OTHER ASSETS BEGINNING ENDING DUE FROM AFFILIATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.$22,784.TOTAL $0.$22,784. 2016 FEDERAL STATEMENTS PAGE 2 MASS MEDI-SPA INC.80-0957397 STATEMENT 5 FORM 1120, SCHEDULE L, LINE 21 OTHER LIABILITIES BEGINNING ENDING DUE TO AFFILIATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.$99,160.LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435,819.425,402.TOTAL $435,819.$524,562. 88-12-00018 2016Form M-8453C MassachusettsCorporate Tax Declaration Department offor Electronic Filing Revenue Please print or type. Privacy Act Notice available upon request. For the year January 1 - December 31, 2016. Federal Identification numberCorporation name Form filed:355 355U 355S 355SC Mailing address City/Town State Zip Part 1. Tax Return Information for Electronic Filing Excise due before credits (from Form 355, line 6; Form 355U, line 24; Form 355S, line 9; or Form 355SC, line 7). . . . . . . . . . . . . . . . . . . . . 1 1 2 2Total credits (from Form 355, line 7; Form 355U, lines 25 and 26; Form 355S, line 10; or Form 355SC, lines 8 through 16). . . . . . . . . . . . . . Excise due before voluntary contributions (from Form 355, line 11; Form 355U, line 27; Form 355S, line 14;3 or Form 355SC, line 19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Overpayment amount (from Form 355, line 20; Form 355U, line 37; Form 355S, line 23; or Form 355SC, line 25). . . . . . . . . . . . . . . . . . . . . . 4 4 Balance due (from Form 355, line 23; Form 355U, line 40; Form 355S, line 26; or Form 355SC, line 28). . . . . . 5 5 Part 2. Declaration and Signature of Taxpayer Under pains and penalties of perjury, I declare that I have reviewed the information on my return with the information I have provided to myElectronic Return Originator and that the amounts above agree with the amounts shown on my 2016 Massachusetts return. To the best of myknowledge and belief this information is true, correct and complete. I consent that my return, including this declaration and accompanyingschedules, forms and statements be sent to the Massachusetts Department of Revenue by my Electronic Return Originator. I authorize DOR toinform my Electronic Return Originator and/or the transmitter when my electronic return has been accepted. In the event that it is rejected, Iauthorize DOR to identify the reasons for rejection so that the return can be corrected and re-transmitted. If I have filed a balance due return, Iunderstand that if DOR does not receive full and timely payment of my tax liability, I will remain liable for the tax liability and all applicablepenalties and interest. Your signature Date Part 3. Declaration and Signature of Electronic Return Originator (ERO) I declare that I have reviewed the above taxpayer's return and that the entries on this M-8453C are complete and correct to the best of myknowledge. (Collectors are not responsible for reviewing the taxpayer's return; however, they must ensure that the M-8453C accurately reflectsthe data on the return.) I have obtained the taxpayer's signature before submitting this return to the Massachusetts Department of Revenue. Ihave provided the taxpayer with a copy of all forms and information filed with the Massachusetts Department of Revenue. If I am also the paidpreparer, under pains and penalties of perjury I declare that I have examined the above taxpayer's return and accompanying schedules andstatements and to the best of my knowledge and belief, they are true, correct and complete. I declare that I have verified the taxpayer's proof ofaccount and it agrees with the name(s) shown on this form. This declaration of paid preparer (other than taxpayer) is based on all information ofwhich the preparer has any knowledge. Original Forms M-8453C should not be sent to DOR, but must instead be retained by the ERO on theERO's business premises for a period of three years from the date the return to which the M-8453C relates was filed. ERO's signature and SSN or PTIN Date EIN Firm name (or yours, if self-employed) and address City/Town State Zip Check if self- employed Check if alsoPart 4. Declaration and Signature of Paid Preparer (if other than ERO)paid preparer Under pains and penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and tothe best of my knowledge and belief it is true, correct and complete. This declaration of paid preparer (other than taxpayer) is based on allinformation of which the preparer has any knowledge. Paid preparer's signature and SSN or PTIN Date EIN Firm name (or yours, if self-employed) and address City/Town State Zip Check if self-employed MACZ0101L 12/12/16 XMASS MEDI-SPA INC.80-0957397 C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO, NY 11753 456. 88. 11-2648173 HARVEY ALTMAN & CO. CPA PC131 JERICHO TPKE STE 302JERICHO, NY 11753-1072 X Form 355-7004 Corporate Extension Worksheet If you are mandated to file and pay electronically do not file this form. See TIR 15-9. Tentative Return Estimated amount of tax for the taxable year (must be at least minimum tax). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 .001 Advance and/or estimated payments made (if any). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 .002 Tax due with this application. Subtract line 2 from line 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 .003 Payment in full of the tax due must be made with the extension request for it to be considered valid. If at least 50% of the tax due or theminimum tax (whichever is greater) for the taxable year is not paid, the extension is null and void. Penalties for a late return will be assessedfrom the original due date of the return. Detach Here MassachusettsForm 355-7004 Application for Corporate Extension '2016 Department of Revenue Federal Identification number Is the corporation incorporated in Massachusetts?Period end date Amount enclosed Yes No .00 Tax type Voucher type ID type Vendor code Business name Type of extension being applied for a bAutomatic six-month Extension until: Mailing address City/Town State Zip Sign here. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of officer or agent Signature of paid preparer Date Employer Identification number of paid preparer Social Security number or PTIN of paid preparer MACZ0812L 02/24/17 544 44 500 X80-0957397 12/31/2016 500 014 18 004 1032 XMASS MEDI-SPA INC. C/O ALTMAN CPA 131 JERICHO TPKE #302 JERICHO NY 11753 11-2648173 00100800957397 123116 0000000000 014 180041032 00000500008 2016 Form 355MA16397011032Business or Manufacturing Corporation Excise Return Year beginning Ending Check if Amended return Federal amendment Federal audit Member of lower-tier entityGGG Enclosing Schedule TDS Final Massachusetts return Initial return Name change Address changeGGGGG Check if the corporation is incorporated within Massachusetts1 G Date of incorporation in Massachusetts2 2 Type of corporation3 Section 38 manufacturer Mutual fund serviceG GType of corporation Classified manufacturing RIC REITR&D4 GCheck if the corporation is filing a Massachusetts unitary return5 FID of principal reporting corporation if answer to line 5 is Yes6 6G GCheck if the corporation's tax year is different from the 355U7 GCheck if the corporation is an insurance mutual holding corporation8 GCheck if the corporation is requesting alternate apportionment9 10Principal business code10 G Average number of employees in Massachusetts11 11 Average number of employees worldwide12 12 Foreign corporation: first date of business in Massachusetts13 13 Last year audited by IRS14 14G Check if adjustments have been reported to Massachusetts15 GCheck if the corporation is deducting intangible or interest expenses paid to a related entity16 Taxable only with respect toTaxpayer is claiming exemption from the income measure of the excise pursuant to PL 86-272Check if17 G G partnership activity SIGN HERE. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of appropriate officer Date Print paid preparer's name Paid preparer's SSN or PTIN G Title Paid preparer's phone Paid preparer's EIN Are you signing as an authorized delegateof the appropriate officer of the corporation?Paid preparer's signature Date Check if self-employed Yes No(see instructions) Taxpayer's e-mail address PRIVACY ACT NOTICE AVAILABLE UPON REQUEST MACA0112L 12/19/16 01012016 12312016 MASS MEDI-SPA INC.800957397C/O ALTMAN CPA 131 JERIC JERICHO NY 11753 X 08072013 446190 PRESIDENT 11-2648173 X 101117 043657 P HARVEY ALTMAN, CPA (516) 333-3352 HARVEY ALTMAN & CO. CPA PC 131 JERICHO TPKE STE 302 JERICHO, NY 11753-1072 2016 Excise CalculationMA16397021032 Business or Manufacturing Corporation Excise Return x .0026 =Taxable Massachusetts tangible property, if applicable1 1GG x .0026 =Taxable net worth, if applicable 22GG Massachusetts taxable income x .0800 =3 3GG Credit recapture4 4G Tax on installment sales 55G Excise before credits6 6 Total credits7 7G Excise after credits8 8 Combined filer tax due9 9 Minimum excise10 10 Excise due before voluntary contribution11 11 Voluntary contribution for endangered wildlife conservation12 12G Excise due plus voluntary contribution13 13G 2015 overpayment applied to your 2016 estimated tax14 14G 2016 Massachusetts estimated tax payments15 15G Payment made with extension16 16G Pass-through entity withholding. Payer ID number 1717GG Total refundable credits18 18G Total payments19 19 Amount overpaid20 20 21 21Amount overpaid to be credited to 2017 estimated tax G Amount overpaid to be refunded Refund22 22G Balance due Balance due 2323G a + b =M-2220 penalty Late file/pay penalties24ab 24G Interest on unpaid balance25 25 Total payment due at time of filing Total due 2626G MACA0112L 12/19/16 456 45644 500 8888 800957397 101117 043657 P 544 456 2016 Schedule AMA16060011032 Balance Sheet A B Accumulated CTangible Assets Original depreciation and Net bookcostamortizationvalueCapital assets in Massachusetts:1 Buildings Ga1aG Landb 1bG Motor vehicles and trailers Gc1cG Machinery taxed locally Gd1dG Machinery not taxed locallye 1e Equipmentf 1f Fixturesg 1g Leasehold improvements taxed locally Gh1hG Leasehold improvements not taxed locallyi 1i Other fixed depreciable assetsj 1j Construction in progressk 1k Total capital assets in Massachusettsl 1 lG Inventories in Massachusetts:2 General merchandisea 2a Exempt goodsb 2bG Supplies and other non-depreciable assets in Mass.3 3 Total tangible assets in Massachusetts4 4G Capital assets outside of Massachusetts:5 Buildings and other depreciable assetsa 5a Landb 5b Leaseholds/leasehold improvements outside Mass.6 6 Total capital assets outside Massachusetts G77G MACA0134 12/19/16 MASS MEDI-SPA INC.800957397 101117 043657 P 2016 Schedule A, pg. 2MA16060021032 Business or Manufacturing Corporation Excise Return Inventories outside Massachusetts8 8 Supplies and other non-depreciable assets outside Massachusetts9 9 Total tangible assets outside of Massachusetts10 10 Total tangible assets. Add lines 4 and 1011 11 Investments:12 Investments in subsidiary corporations at least 80% owneda 12aG Other investmentsb 12bG Notes receivable13 13 Accounts receivable14 14 Intercompany receivables15 15G Cash16 16 Other assets17 17 Total assets18 18G Liabilities and Capital Mortgages on:19 Massachusetts tangible property taxed locallya 19a Other tangible assetsb 19b Bonds and other funded debt20 20 Accounts payable21 21 Intercompany payables22 22G Notes payable23 23 Miscellaneous current liabilities24 24 Miscellaneous accrued liabilities25 25 Total liabilities26 26G Total capital stock issued27 27 Paid-in or capital surplus28 28 Retained earnings and surplus reserves29 29G Undistributed S corporation net income30 30G Total capital31 31 Treasury stock32 32 Total liabilities and capital33 33 MACA0134 12/19/16 800957397 7462278423530 524562524562 -501032 -501032 23530 101117 043657 P STATEMENT 1 STATEMENT 2 2016 Schedule BMA16061011032Tangible or Intangible Property Corp. Classification Total Massachusetts tangible property1 1 Massachusetts real estate2 2 Massachusetts motor vehicles and trailers3 3 Massachusetts machinery taxed locally4 4 Massachusetts leasehold improvements taxed locally5 5 Massachusetts tangible property taxed locally6 6G Massachusetts tangible property not taxed locally7 7 Total assets8 8 Massachusetts tangible property taxed locally9 9 Total assets not taxed locally10 10 Investments in subsidiaries at least 80% owned11 11 Assets subject to allocation12 12 Income apportionment percentage13 13 Allocated assets14 14G Tangible property percentage15 15 Schedule C. Tangible Property Corporation Total Massachusetts tangible property1 1 Exempt Massachusetts tangible property:2 Massachusetts real estatea 2a Massachusetts motor vehicles and trailersb 2b Massachusetts machinery taxed locallyc 2c Massachusetts leasehold improvements taxed locallyd 2d Exempt goodse 2e Certified Massachusetts industrial waste/air treatment facilitiesf 2f Certified Massachusetts solar or wind power deductiong 2g Total exempt Massachusetts tangible property3 3 Taxable Massachusetts tangible property4 4 MACA0105L 11/21/16 MASS MEDI-SPA INC.800957397 23530 23530 235301.00000023530 101117 043657 P 2016 Schedule DMA16062011032 Intangible Property Corporation Total assets1 1 Total liabilities2 2 Massachusetts tangible property taxed locally3 3 Mortgages on Massachusetts tangible property taxed locally4 4 Subtract line 4 from line 35 5 Investments in subsidiaries at least 80% owned6 6 Deductions from total assets7 7 Allocable net worth8 8 Income apportionment percentage9 9 Taxable net worth10 10 Schedule E-1.Dividends Deduction Total dividends1 1 Dividends from Massachusetts corporate trusts2 2 Dividends from non-wholly-owned DISCs3 3 Dividends, if less than 15% of voting stock owned4 4 Dividends from RICs5 5 Dividends from REITs6 6 Total taxable dividends7 7 Dividends eligible for deduction8 8 Dividends deduction9 9 MACA0106L 11/21/16 800957397 23530524562 524562 1.000000 101117 043657 P 2016 Schedule EMA16064011032 Taxable Income Gross receipts or sales1 1G Gross profit 22G Other deductions3 3G Net income4 4G Allowable U.S. wage credit 55G Subtract line 5 from line 46 6 State and municipal bond interest not included in U.S. net income7 7G Foreign, state or local income, franchise, excise or capital stock taxes deducted from U.S. net income 88G Section 168(k) 'bonus' depreciation adjustment9 9G Section(s) 31I and 31K intangible expenses10 10G Section(s) 31J and 31K interest expenses 1111G Federal production activity add back12 12G Other adjustments, including research and development expenses13 13G Add lines 6 through 1314 14 x .10 =Abandoned building renovation deduction 1515G Dividends deduction16 16G Add back of intangible expenses exception 1717G Add back of interest expenses exception18 18G Income subject to apportionment19 19 Income apportionment percentage20 20G Multiply line 19 by line 2021 21G Income not subject to apportionment22 22G Total net income allocated or apportioned to Massachusetts 2323G Certified Massachusetts solar or wind power deduction24 24G Massachusetts taxable income before NOL deduction25 25 Net operating loss deduction26 26G Massachusetts taxable income27 27 Net operating loss carryover28 28G MACA0107L 11/21/16 MASS MEDI-SPA INC.800957397 66330-66786 -66786 456 -66330 -663301.000000-66330 -66330 -66330 -66330498564 101117 043657 P Massachusetts Department of Revenue Schedule M-1 2016Federal Reconciliation For calendar year 2016 or taxable year beginning and ending Name of corporation Federal Identification number Part 1. Income and expenses Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 Cost of goods sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Gross rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 Gross royalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 Capital gains on net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Gain or loss (from Form 4797). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 9 Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10 Total income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 Compensation of officers deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 Salaries and wages deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 13 Repairs and maintenance deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 Bad debts deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15 Rents deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 16 Taxes and licenses deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 Interest expense deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 18 Charitable contributions deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 19 Depreciation deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20 Depletion deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21 Advertising deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 22 Pension and profit sharing deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 23 Employee benefit programs deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 24 Production activity deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 25 Total other deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 26 Total deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 27 Net income before NOL deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 28 MACZ2412L 12/12/16 Rev. 3/15 MASS MEDI-SPA INC.80-0957397 456. 66,330. 66,786. -66,786. 2016 SCHEDULE M-1, PAGE 2 Federal Identification numberName of corporation Part 2. Corporate ownership At the end of the tax year did any foreign or domestic corporation, partnership, including any entity treated as a partnership, trust or tax-exempt organization own, directly or1 indirectly, more than 50% of the total voting power of all the corporation's stock entitled to vote?Yes No a c d Country of e Ownershipb Federal organization percentageName of entity Identification number Type of entity At the end of the tax year did the corporation own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or2 domestic corporation?Yes No a b Federal c Country of d Ownership Name of corporation Identification number incorporation percentage MACZ2412L 12/12/16 X X 80-0957397MASS MEDI-SPA INC. Massachusetts Department of Revenue Schedule NOL 2016Net Operating Loss Carryforward For calendar year 2016 or taxable year beginning and ending Name of corporation Federal Identification number Date of most recent ownership change 1 Corporation's total income allocated or apportioned in Massachusetts for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Yes No2Is the amount of NOL available for any year below different from the NOL remaining as shown on last year's tax return? If Yes, explain (see instructions) List the available losses by tax year end. Losses may be carried forward up to five taxable years, or up to 20 years for losses incurred in3 2010 or later. List any available losses from the oldest prior year first. Then list, in descending order, the available loss for each succeeding prior taxable year. If the taxpayer did not incur a loss in a prior year enter '0' for the amount of NOL available. Period end date Post apportionment NOL available NOL used or shared Remaining NOL Total NOL available. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Total NOL used or shared this year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5 Total NOL not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6 Total NOL expired (if applicable). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 8 Total NOL available for carryover to future years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Name of principal reporting corporationComplete if filing Form 355U Federal Identification number Amount of NOL used by member against its own income (not shared). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 MACA9112L 11/15/16 Rev. 3/15 498564 0 498564 0 498564 X -66330 8/07/2013 80-0957397MASS MEDI-SPA INC. 12/31/2013 243839 0 243839 12/31/2014 51846 0 51846 12/31/2015 136549 0 136549 2016 MASSACHUSETTS STATEMENTS PAGE 1 MASS MEDI-SPA INC.80-0957397 STATEMENT 1 FORM 355, SCHEDULE A, LINE 17 OTHER ASSETS DUE FROM AFFILIATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,784.TOTAL $22,784. STATEMENT 2 FORM 355, SCHEDULE A, LINE 25 MISCELLANEOUS ACCRUED LIABILITIES DUE TO AFFILIATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $99,160.LOAN PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425,402.TOTAL $524,562. Form Payment Record Name of Bank Routing Transit Number Bank Account Number Type of Account Amount of Tax Payment Tax Type Requested Payment Date Taxpayer's Daytime Phone Number FDIL4001L 06/17/16 2016 ELECTRONIC PAYMENT--MASSACHUSETTS EXTENSION PAGE 1 MASS MEDI-SPA INC.80-0957397 THE TAXPAYER'S BALANCE DUE WILL BE PAID ELECTRONICALLY USING THE FOLLOWINGINFORMATION. MODIFY THE BANK AND ACCOUNT INFORMATION USING THE MASSACHUSETTSELECTRONIC PAYMENT INPUT FIELDS IN SCREEN 4.1. BANK OF AMERICA CHECKING $500. 355-7004 NEXT BUSINESS DATE AFTER ACCEPTANCE 516 333-3352 MOFFETT & ASSOCIATES 1960 E. GRAND AVENUE, SUITE 280 EL SEGUNDO, CA 90245 Tel: 310-820-1025 Fax: 310-524-9497 Mass Medi-Spa Inc. Instructions for Filing Form 8453-C U.S. Corporation Income Tax Declaration for an IRS e-file Return for the year ended December 31, 2017 The original form should be signed (using full name and title) and dated by an authorized officer of the corporation. The signed form should be returned on or before October 15, 2018. MOFFETT & ASSOCIATES 1960 E. GRAND AVENUE, SUITE 280 EL SEGUNDO, CA 90245 Although there is no tax for the current year, estimated tax payments may be required in order to avoid an underpayment penalty next year. Do NOT separately file Form 1120 with the Internal Revenue Service. Doing so will delay the processing of your return. We must receive your signed form before we can electronically transmit your return. The Internal Revenue Service will notify us when your return is accepted. Your return is not considered filed until the Internal Revenue Service confirms their acceptance. U.S. Corporation Income Tax Declarationfor an IRS e-file Return OMB No. 1545-0123Form8453-C IFile electronically with the corporation's tax return. Do not file paper copies.IGo to www.irs.gov/Form8453C for the latest information.Department of the Treasury Internal Revenue Service À¾µ» For calendar year 2017, or tax year beginning , ending Name of corporation Employer identification number Tax Return Information (Whole dollars only) Part I 1 2 3 4 5 1 2 3 4 Total income (Form 1120, line 11) Taxable income (Form 1120, line 30) Total tax (Form 1120, line 31) Amount owed (Form 1120, line 34) m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m5Overpayment (Form 1120, line 35) Declaration of Officer (see instructions) Be sure to keep a copy of the corporation's tax return. Part II 6a I consent that the corporation's refund be directly deposited as designated on the Form 8050, Direct Deposit of Corporate Tax Refund, that will be electronically transmitted with the corporation's 2017 federal income tax return. b c I do not want direct deposit of the corporation's refund or the corporation is not receiving a refund. I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the corporation's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment (settlement) date. I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment. If the corporation is filing a balance due return, I understand that if the IRS does not receive full and timely payment of its tax liability, the corporation will remain liable for the tax liability and all applicable interest and penalties. Under penalties of perjury, I declare that I am an officer of the above corporation and that the information I have given my electronic return originator (ERO), transmitter, and/or intermediate service provider (ISP) and the amounts in Part I above agree with the amounts on the corresponding lines of the corporation's 2017 federal income tax return. To the best of my knowledge and belief, the corporation's return is true, correct, and complete. I consent to my ERO, transmitter, and/or ISP sending the corporation's return, this declaration, and accompanying schedules and statements to the IRS. I also consent to the IRS sending my ERO, transmitter, and/or ISP an acknowledgment of receipt of transmission and an indication of whether or not the corporation's return is accepted, and, if rejected, the reason(s) for the rejection. If the processing of the corporation's return or refund is delayed, I authorize the IRS to disclose to my ERO, transmitter, and/or ISP the reason(s) for the delay, or when the refund was sent. Sign Here M MSignature of officer Date Title Declaration of Electronic Return Originator (ERO) and Paid Preparer (see instructions) Part III I declare that I have reviewed the above corporation's return and that the entries on Form 8453-C are complete and correct to the best of my knowledge. If I am only a collector, I am not responsible for reviewing the return and only declare that this form accurately reflects the data on the return. The corporate officer will have signed this form before I submit the return. I will give the officer a copy of all forms and information to be filed with the IRS, and have followed all other requirements in Pub. 3112, IRS e-file Application and Participation, and Pub. 4163, Modernized e-File (MeF) Information for Authorized IRS e-file Providers for Business Returns. If I am also the Paid Preparer, under penalties of perjury, I declare that I have examined the above corporation's return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. This Paid Preparer declaration is based on all information of which I have any knowledge. Date Check ifalso paid preparer Check ifself- employed ERO's SSN or PTINERO's signature MERO's Use Only Firm's name (oryours if self-employed), address, and ZIP code EIN Phone no.M Under penalties of perjury, I declare that I have examined the above corporation's return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. This declaration is based on all information of which I have any knowledge. Print/Type preparer's name Preparer's signature Date PTINCheck self-employed ifPaid Preparer Use Only II IFirm's name Firm's address Firm's EIN Phone no. For Privacy Act and Paperwork Reduction Act Notice, see instructions.Form 8453-C (2017) JSA7C3301 2.000 61402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 -9,555. NONE NONE NONE X X MOFFETT & ASSOCIATES 1960 E. GRAND AVENUE, SUITE 280 EL SEGUNDO, CA 90245 81-4577171 310-820-1025 OMB No. 1545-0123U.S. Corporation Income Tax Return Form 1 12 0 For calendar year 2017 or tax year beginning , ending Department of the TreasuryInternal Revenue Service IGo to www.irs.gov/Form1120 for instructions and the latest information.À¾µ» B Employer identification numberACheck if:Name Consolidated return(attach Form 851)1a m TYPE OR PRINT bLife/nonlife consoli-C Date incorporatedNumber, street, and room or suite no. If a P.O. box, see instructions.dated return m m mPersonal holding co.(attach Sch. PH)2 m m3Personal service corp. (see instructions)D Total assets (see instructions)City or town, state, or province, country, and ZIP or foreign postal code $Schedule M-3 attached4 m m m m E Check if:(1)Initial return (2)Final return (3)Name change (4)Address change Gross receipts or sales1a b c 1a 1b m m m m m m m m m m m m m m m m m m m m m m m Returns and allowances m m m m m m m m m m m m m m m m m m m m m m 1cBalance. Subtract line 1b from line 1a m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 22Cost of goods sold (attach Form 1125-A)m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 33Gross profit. Subtract line 2 from line 1c m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 44Dividends (Schedule C, line 19)m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 55Interestmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 66Gross rents m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 77Gross royalties m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 8Capital gain net income (attach Schedule D (Form 1120))8 m m m m m m m m m m m m m m m m m m m m m m m 99Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797)m m m m m m m m m m m m m m m m m 1010Other income (see instructions - attach statement)m m m m m m m m m m m m m m m m m m m m m m m m m m I11Total income. Add lines 3 through 10 11mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmIncomeI12Compensation of officers (see instructions - attach Form 1125-E)12mmmmmmmmmmmmmmmmmmm 13 Salaries and wages (less employment credits)13mmmmmmmmmmmmmmmmmmmmmmmmmmmmm 14 Repairs and maintenance 14mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 15 Bad debts 15mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 16 Rents 16mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 17 Taxes and licenses 17mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 18 Interest 18mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 19 Charitable contributions 19mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 20Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562) 21 22 23 24 25 26 27 28 29 20 m Depletion 21mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Advertising 22mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Pension, profit-sharing, etc., plans 23mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Employee benefit programs 24mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 25Domestic production activities deduction (attach Form 8903)m m m m m m m m m m m m m m m m m m m m m Other deductions (attach statement)26mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmITotal deductions. Add lines 12 through 26 27 28 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11 a Net operating loss deduction (see instructions)29ammmmmmmmmmm b Special deductions (Schedule C, line 20)29bmmmmmmmmmmmmmm c Add lines 29a and 29b m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 29cDeductions (See instructions for limitations on deductions.)30 Taxable income. Subtract line 29c from line 28. See instructions 30mmmmmmmmmmmmmmmmmmm 31 Total tax (Schedule J, Part I, line 11)31mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 32 Total payments and refundable credits (Schedule J, Part II, line 21)32mmmmmmmmmmmmmmmmmmI33Estimated tax penalty. See instructions. Check if Form 2220 is attached 33mmmmmmmmmmmm 34 Amount owed. If line 32 is smaller than the total of lines 31 and 33, enter amount owed m m m m m m m 34 35 Overpayment. If line 32 is larger than the total of lines 31 and 33, enter amount overpaid 35mmmmmmmII36Enter amount from line 35 you want: Credited to 2018 estimated tax Refunded 36Tax, Refundable Credits, andPaymentsUnder penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct,and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.Sign May the IRS discuss this return with the preparer shown below? See instructions. M MHereSignatureof officer Date Title Yes No Print/Type preparer's name Preparer's signature Date PTINCheck if self-employedPaidIIFirm's name Firm's EINPreparer Phone no.IFirm's addressUse Only For Paperwork Reduction Act Notice, see separate instructions.Form 1120 (2017) JSA7C1110 3.000 81402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC. 366 MADISON AVE, 11TH FLOOR NEW YORK, NY 10017 800957397 X 08/07/2013 310-820-1025 MOFFETT & ASSOCIATES 1960 E. GRAND AVENUE, SUITE 280 MARTIN L MOFFETT EL SEGUNDO, CA 90245 X 81-4577171 22,829. 9,555. 9,555. -9,555. NONE NONE -9,555. NONE NONE NONE NONE NONE SEE STATEMENT 1 STMT 2 Form 1120 (2017)Page 2 Dividends and Special Deductions (see instructions)(a)Dividends (c)Special deductions Schedule C (b)%received (a)x (b) 1 Dividends from less-than-20%-owned domestic corporations (other than debt- 70financed stock)m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 2 Dividends from 20%-or-more-owned domestic corporations (other than debt- 80financed stock)m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m seeinstructionsmmmm3 4 5 6 7 8 9 Dividends on debt-financed stock of domestic and foreign corporations Dividends on certain preferred stock of less-than-20%-owned public utilities Dividends on certain preferred stock of 20%-or-more-owned public utilities Dividends from less-than-20%-owned foreign corporations and certain FSCs Dividends from 20%-or-more-owned foreign corporations and certain FSCs Dividends from wholly owned foreign subsidiaries Total. Add lines 1 through 8. See instructions for limitation 42mm 48mmm 70mm 80mmm 100mmmmmmmmmmmmmmm m m m m m m m m m m 10 Dividends from domestic corporations received by a small business investment 100company operating under the Small Business Investment Act of 1958 m m m m m 10011 12 13 14 15 16 17 18 19 Dividends from affiliated group members Dividends from certain FSCs Dividends from foreign corporations not included on line 3, 6, 7, 8, 11, or 12 Income from controlled foreign corporations under subpart F (attach Form(s) 5471) Foreign dividend gross-up IC-DISC and former DISC dividends not included on line 1, 2, or 3 Other dividends Deduction for dividends paid on certain preferred stock of public utilities Total dividends. Add lines 1 through 17. Enter here and on page 1, line 4 m m m m m m m m m m m m m m m m m m m 100mmmmmmmmmmmmmmmmmmmmmmmmm m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Imm I20Total special deductions.Add lines 9, 10, 11, 12, and 18. Enter here and on page 1, line 29b m m m m m m m m m m Form 1120 (2017) JSA7C1120 2.000 91402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 Form 1120 (2017)Page 3 Tax Computation and Payment (see instructions) Schedule J Part I-Tax Computation I1Check if the corporation is a member of a controlled group (attach Schedule O (Form 1120)). See instructions I 22 3 Income tax. Check if a qualified personal service corporation. See instructions m m m m m m m m m m 3Alternative minimum tax (attach Form 4626)m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 44 5 Add lines 2 and 3 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 5c 5aa b c Foreign tax credit (attach Form 1118)m m m m m m m m m m m m m m m m m m m 5bCredit from Form 8834 (see instructions)m m m m m m m m m m m m m m m m m General business credit (attach Form 3800)m m m m m m m m m m m m m m m m d 5dCredit for prior year minimum tax (attach Form 8827)m m m m m m m m m m m e Bond credits from Form 8912 5emmmmmmmmmmmmmmmmmmmmmmm 66Total credits. Add lines 5a through 5e m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 77Subtract line 6 from line 4 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 88Personal holding company tax (attach Schedule PH (Form 1120))m m m m m m m m m m m m m m m m m m m m m 9a 9b 9c 9d 9e 9f 9a b c d e f Recapture of investment credit (attach Form 4255) Recapture of low-income housing credit (attach Form 8611) m m m m m m m m m m m mmmmmmmmm Interest due under the look-back method - completed long-term contracts (attach Form 8697)m m m m m m m m m m m m m m m m m m m m m m m m m m m m Interest due under the look-back method - income forecast method (attach Form 8866)m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Alternative tax on qualifying shipping activities (attach Form 8902) Other (see instructions - attach statement) m m m m mmmmmmmmmmmmmmmmmm 1010Total. Add lines 9a through 9f m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 11 Total tax. Add lines 7, 8, and 10. Enter here and on page 1, line 31 11mmmmmmmmmmmmmmmmmmm Part II-Payments and Refundable Credits 12 13 14 15 16 17 18 19 20 21 2016 overpayment credited to 2017 2017 estimated tax payments 2017 refund applied for on Form 4466 Combine lines 12, 13, and 14 Tax deposited with Form 7004 Withholding (see instructions) Total payments. Add lines 15, 16, and 17 Refundable credits from: Form 2439 Form 4136 Form 8827, line 8c Other (attach statement - see instructions) Total credits. Add lines 19a through 19d Total payments and credits. Add lines 18 and 20. Enter here and on page 1, line 32 12 13 14 15 16 17 18 20 21 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm ()m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm a b c d 19a 19b 19c 19d m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm m m m m m m m m m m m m m m mmmmmmmmmmmm Other Information (see instructions) Schedule K Yes NoI1Check accounting method:a Cash b Accrual c Other (specify) 2 See the instructions and enter the:IaBusiness activity code no.IbBusiness activity IcProduct or service 3 Is the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group? If "Yes," enter name and EIN of the parent corporation m m m m m m m m m m m m m m m m m m m m m mI 4 At the end of the tax year: a Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax-exempt organization own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If "Yes," complete Part I of Schedule G (Form 1120) (attach Schedule G)m m m m m m m m m m m m m m b Did any individual or estate own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation's stock entitled to vote? If "Yes," complete Part II of Schedule G (Form 1120) (attach Schedule G)m m m m m m m (2017)Form 1120 JSA 7C1130 2.000 101402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 NONE NONE NONE NONE NONE NONE NONE X 446190 EDUCATIONAL & SCIENT PRODUCT X X X Form 1120 (2017)Page 4 Other Information (continued from page 3) Schedule K Yes No 5 At the end of the tax year, did the corporation: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation not included on Form 851,Affiliations Schedule? For rules of constructive ownership, see instructions. If "Yes," complete (i) through (iv) below. (i) Name of Corporation (ii) Employer Identification Number(if any) (iii) Country of Incorporation (iv) Percentage Owned in VotingStock b Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in any foreign or domestic partnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions. If "Yes," complete (i) through (iv) below. (ii) Employer Identification Number(if any) (iv) Maximum Percentage Owned inProfit, Loss, or Capital (iii) Country of Organization(i) Name of Entity 6 During this tax year, did the corporation pay dividends (other than stock dividends and distributions in exchange for stock) in excess of the corporation's current and accumulated earnings and profits? See sections 301 and 316m m m m m m m m m m m m m m m m m m If "Yes," file Form 5452,Corporate Report of Nondividend Distributions. See the instructions for Form 5452. If this is a consolidated return, answer here for the parent corporation and on Form 851 for each subsidiary. 7 At any time during the tax year, did one foreign person own, directly or indirectly, at least 25% of the total voting power of all classes of the corporation's stock entitled to vote or at least 25% of the total value of all classes of the corporation’s stock?m m m m m m m For rules of attribution, see section 318. If "Yes," enter:I I(a) Percentage owned and (b) Owner's country (c)The corporation may have to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Enter the number of Forms 5472 attached I ICheck this box if the corporation issued publicly offered debt instruments with original issue discount8 m m m m m m m m m m m m If checked, the corporation may have to file Form 8281,Information Return for Publicly Offered Original Issue Discount Instruments.I9Enter the amount of tax-exempt interest received or accrued during the tax year $I10Enter the number of shareholders at the end of the tax year (if 100 or fewer)I11If the corporation has an NOL for the tax year and is electing to forego the carryback period, check here m m m m m m m m m m m If the corporation is filing a consolidated return, the statement required by Regulations section 1.1502-21(b)(3) must be attached or the election will not be valid. 12 13 Enter the available NOL carryover from prior tax years (do not reduce it by any deduction reported on page 1, line 29a.)Immmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm$ Are the corporation's total receipts (page 1, line 1a, plus lines 4 through 10) for the tax year and its total assets at the end of the tax year less than $250,000?m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m If "Yes," the corporation is not required to complete Schedules L, M-1, and M-2. Instead, enter the total amount of cash distributions and the book value of property distributions (other than cash) made during the tax year I$ 14 Is the corporation required to file Schedule UTP (Form 1120), Uncertain Tax Position Statement? See instructions If "Yes," complete and attach Schedule UTP. Did the corporation make any payments in 2017 that would require it to file Form(s) 1099? If "Yes," did or will the corporation file required Forms 1099? m m m m m m m m m m m m 15a m m m m m m m m m m m m m m m m m m m m m m m b m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 16 During this tax year, did the corporation have an 80% or more change in ownership, including a change due to redemption of its own stock? 17 During or subsequent to this tax year, but before the filing of this return, did the corporation dispose of more than 65% (by value) of its assets in a taxable, non-taxable, or tax deferred transaction?m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 18 Did the corporation receive assets in a section 351 transfer in which any of the transferred assets had a fair market basis or fair market value of more than $1 million?m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 19 During the corporation's tax year, did the corporation make any payments that would require it to file Forms 1042 and 1042-S under chapter 3 (sections 1441 through 1464) or chapter 4 (sections 1471 through 1474) of the Code?m m m m m m m m m m m m m m m m JSA Form 1120 (2017)7C1135 2.000 111402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 X X X X NONE 499,976. X 1,181. X X X X X X Form 1120 (2017)Page 5 Balance Sheets per Books Beginning of tax year End of tax year Schedule L (a)(b)(c)(d)Assets 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Cash Trade notes and accounts receivable Less allowance for bad debts Inventories U.S. government obligations Tax-exempt securities (see instructions) Other current assets (attach statement) Loans to shareholders Mortgage and real estate loans Other investments (attach statement) Buildings and other depreciable assets Less accumulated depreciation Depletable assets Less accumulated depletion Land (net of any amortization) Intangible assets (amortizable only) Less accumulated amortization Other assets (attach statement) Total assets m m m m m m m m m m m m m m m m a b a b a b a b m m (())m m m mmmmmmmmmmmmmmmmmmm m mmmmmmmmmmm m m ()()m m mmmmmmmmmm ()()m m m m mmmmmm ()()m m mmmmmmmmmmmmmmmm Liabilities and Shareholders' Equity 16 Accounts payable m m m m m m m m m17Mortgages, notes, bonds payable in lessthan 1 year m m m m m m m m m m m m m 18 Other current liabilities (attach statement) 19 Loans from shareholders m m m m m m20Mortgages, notes, bonds payable in 1 yearor more m m m m m m m m m m m m m m m 21 Other liabilities (attach statement)m m 22 Capital stock: a Preferred stock m m b Common stock m m 23 Additional paid-in capital m m m m m m 24 Retained earnings -Appropriated (attach statement) 25 Retained earnings -Unappropriated m 26 Adjustments to shareholders' equity(attach statement)m m m m m m m m m m ()()27 Less cost of treasury stock m m m m m 28 Total liabilities and shareholders' equity m Reconciliation of Income (Loss) per Books With Income per Return Note: The corporation may be required to file Schedule M-3. See instructions. Schedule M-1 7 Income recorded on books this year1 2 3 4 Net income (loss) per booksm m m m m m m not included on this return (itemize):Federal income tax per books m m m m m m Tax-exempt interest $ Excess of capital losses over capital gains Income subject to tax not recorded on books this year (itemize):8 9 10 5 6 7 8 Deductions on this return not charged against book income this year (itemize): Expenses recorded on books this year not5 a b Depreciation $m m m m m m mdeducted on this return (itemize): a b c Depreciation $Charitable contributions $m m m m m m m m Charitable contributions $m Travel and entertainment $m Add lines 7 and 8 m m m m m m m m m m 6 Add lines 1 through 5 m m m m m m m m m Income (page 1, line 28) - line 6 less line 9 Analysis of Unappropriated Retained Earnings per Books (Line 25, Schedule L) Schedule M-2 1 2 3 4 Balance at beginning of year Distributions:a Cashmmmmmm m m m m m m m m Net income (loss) per books b Stockmmmmmmm m m m m m m m m Other increases (itemize):c Property m m m m m m m Other decreases (itemize): Add lines 5 and 6 m m m m m m m m m m Add lines 1, 2, and 3 Balance at end of year (line 4 less line 7)m m m m m m m m m m Form 1120 (2017) JSA 7C1140 2.000 121402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 746. 45. 22,784. 23,530. 524,562. 22,784. 22,829. 524,562. -501,032. 23,530. -501,733. 22,829. -9,555. -9,555. -9,555. -501,032. -9,555. 10,035. -500,552. 1,181. 1,181. -501,733. STMT 3 STMT 3 SEE STATEMENT 4 141402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 ============================================================================== STATEMENT FORM 1120, PAGE 1 DETAIL 1 LINE 26 - OTHER DEDUCTIONS -------------------------- PROFESSIONAL FEES 9,500. BANK CHARGES 55. TOTAL 9,555. --------------- =============== 15 FORM 1120, PAGE 1 DETAIL MASS MEDI-SPA INC.800957397 ==================================================================================================== 1402NU 630N 10/10/2018 21:05:18 V17-7.2F 800957397 STATEMENT 2 LINE 29A - NON-SRLY NOL DEDUCTION --------------------------------- YEAR ENDING ORIGINAL NOL AMOUNT AVAILABLE AMOUNT USED CONVERTED CONTRIBUTIONS CARRYOVER TO NEXT YEAR ---------------------------------------------------------------------------------------------------- 243,839.12/31/2013 243,839. 243,839. 52,302.12/31/2014 52,302. 52,302. 137,049.12/31/2015 137,049. 137,049. 66,786.12/31/2016 66,786. 66,786. 9,555.12/31/2017 9,555. 9,555. TOTAL 509,531. --------------- =============== 509,531. --------------- =============== --------------- =============== 509,531. --------------- =============== --------------- =============== 161402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 ============================================================================== STATEMENT FORM 1120, PAGE 5 DETAIL BEGINNING --------------- ENDING --------------- 3 SCH L, LINE 14 - OTHER ASSETS ----------------------------- DUE FROM AFFILIATE 22,784. 22,784. TOTAL 22,784. --------------- =============== 22,784. --------------- =============== SCH L, LINE 21 - OTHER LIABILITIES ---------------------------------- DUE TO AFFILIATE 99,160. 99,160. LOAN PAYABLE 425,402. 425,402. TOTAL 524,562. --------------- =============== 524,562. --------------- =============== 171402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 ============================================================================== STATEMENT FORM 1120, PAGE 5 DETAIL 4 SCH M-2, LINE 3 - OTHER INCREASES --------------------------------- CASH CONTRIBUTIONS 10,035. TOTAL 10,035. --------------- =============== MOFFETT & ASSOCIATES 1960 E. GRAND AVENUE, SUITE 280 EL SEGUNDO, CA 90245 Tel: 310-820-1025 Fax: 310-524-9497 Mass Medi-Spa Inc. Instructions for Filing Form M-8453C Massachusetts Corporate Tax Declaration for Electronic Filing for the year ended December 31, 2017 The original form should be signed (using full name and title) and dated by an authorized officer of the corporation. The signed form should be returned on or before October 15, 2018 to: MOFFETT & ASSOCIATES 1960 E. GRAND AVENUE, SUITE 280 EL SEGUNDO, CA 90245 We must receive your signed Form M-8453C before we can electronically transmit your return. There is no tax due for the current year. DO NOT separately file Form 355 with the state of Massachusetts. Doing so will delay the processing of your return. The state of Massachusetts will notify us when your return has been accepted. Your return is not considered filed until the state confirms its acceptance. 89-000012 2017Form M-8453C MassachusettsCorporate Tax Declaration Department offor Electronic Filing Revenue Please print or type. Privacy Act Notice available upon request. For the year January 1 - December 31, 2017. Corporation name Federal Identification number Form filed:355 355U 355S 355SC Mailing address City/Town State Zip Part 1. Tax Return Information for Electronic Filing 1 2 3 4 5 Excise due before credits (from Form 355, line 6; Form 355U, line 24; Form 355S, line 9; or Form 355SC, line 7) Total credits (from Form 355, line 7; Form 355U, lines 25 and 26; Form 355S, line 10; or Form 355SC, line 8) Excise due before voluntary contributions (from Form 355, line 11; Form 355U, line 27; Form 355S, line 14; or Form 355SC, line 19) Overpayment amount (from Form 355, line 20; Form 355U, line 37; Form 355S, line 23; or Form 355SC, line 25) Balance due (from Form 355, line 23; Form 355U, line 40; Form 355S, line 26; or Form 355SC, line 28) 1 2 3 4 5 m mmmmmmmmmm m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m mmmmmmmmmm Part 2. Declaration and Signature of Taxpayer Under pains and penalties of perjury, I declare that I have reviewed the information on my return with the information I have provided to my Electronic Return Originator and that the amounts above agree with the amounts shown on my 2017 Massachusetts return. To the best of my knowledge and belief this information is true, correct and complete. I consent that my return, including this declaration and accompanying schedules, forms and statements be sent to the Massachusetts Department of Revenue by my Electronic Return Originator. I authorize DOR to inform my Electronic Return Originator and/or the transmitter when my electronic return has been accepted. In the event that it is rejected, I authorize DOR to identify the reasons for rejection so that the return can be corrected and re-transmitted. If I have filed a balance due return, I understand that if DOR does not receive full and timely payment of my tax liability, I will remain liable for the tax liability and all applicable penalties and interest. Your signature Date Part 3. Declaration and Signature of Electronic Return Originator (ERO) I declare that I have reviewed the above taxpayer's return and that the entries on this M-8453C are complete and correct to the best of my knowledge. (Collectors are not responsible for reviewing the taxpayer's return; however, they must ensure that the M-8453C accurately reflects the data on the return.) I have obtained the taxpayer's signature before submitting this return to the Massachusetts Department of Revenue. I have provided the taxpayer with a copy of all forms and information filed with the Massachusetts Department of Revenue. If I am also the paid preparer, under pains and penalties of perjury I declare that I have examined the above taxpayer's return and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct and complete. I declare that I have verified the taxpayer's proof of account and it agrees with the name(s) shown on this form. This declaration of paid preparer (other than taxpayer) is based on all information of which the preparer has any knowledge. Original Forms M-8453C should not be sent to DOR, but must instead be retained by the ERO on the ERO's business premises for a period of three years from the date the return to which the M-8453C relates was filed. ERO's signature and SSN or PTIN Date EIN Check ifself-employed Firm name (or yours, if self-employed) and address City/Town State Zip Check if alsopaid preparer Part 4. Declaration and Signature of Paid Preparer (if other than ERO) Under pains and penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief it is true, correct and complete. This declaration of paid preparer (other than taxpayer) is based on all information of which the preparer has any knowledge. Paid preparer's signature and SSN or PTIN Date EIN Check ifself-employed Firm name (or yours, if self-employed) and address City/Town State Zip 7D2491 1.000 181402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 800957397 X 366 MADISON AVE, 11TH FL NEW YORK, NY 10017 456. 81-4577171 X MOFFETT & ASSOCIATES 1960 E. GRAND AVENUE, SUITE 280 EL SEGUNDO, CA 90245 MASS MEDI-SPA INC. *MA17397011062* 2017 Form 355 MA17397011062 Business or Manufacturing Corporation Excise Return Year beginning Ending I I ICheck if:Amended return Federal amendment Federal audit Member of lower-tier entityIIII IEnclosing Schedule TDS Final Massachusetts return Initial return Name change Address changeI1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. Check if the corporation is incorporated within Massachusetts Date of incorporation in Massachusetts Type of corporation Type of corporation Check if the corporation is filing a Massachusetts combined return FID of principal reporting corporation if answer to line 5 is Yes Check if the corporation's tax year is different from the 355U Check if the corporation is an insurance mutual holding corporation Check if the corporation is requesting alternate apportionment Principal business code Average number of employees in Massachusetts Average number of employees worldwide Foreign corporation: first date of business in Massachusetts Last year audited by IRS Check if adjustments have been reported to Massachusetts Check if the corporation is deducting intangible or interest expenses paid to a related entity Check if: partnership activity 2 6 10 11 12 13 14 II Section 38 manufacturer R&D Mutual fund service Classified manufacturing RIC REITI III I I I II ITaxpayer is claiming exemption from the income measure of the excise pursuant to PL 86-272 Taxable only with respect to SIGN HERE. Under penalties of perjury, I declare that to the best of my knowledge and belief this return and enclosures are true, correct and complete. Signature of appropriate officer Date Print paid preparer's name Paid preparer's phone Paid preparer's SSN or PTINI Title Are you signing as an authorized delegate of the appropriate officer of the corporation? (see instructions) Taxpayer's e-mail address Paid preparer's EIN Paid preparer's signature Date Check if self-employed Yes No PRIVACY ACT NOTICE AVAILABLE UPON REQUEST 7D2411 1.000 01012017 12312017 MASS MEDI-SPA INC. 446190 800957397 X X 08/07/2013 366 MADISON AVE, 11TH FL NEW YORK NY 10017 MARTIN L MOFFETT 81-4577171310-820-1025 X 10/06/2018 21:05:18 *MA17397021062* 2017 Excise Calculation Business or Manufacturing Corporation Excise Return MA17397021062 III I III I 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. Taxable Massachusetts tangible property, if applicable Taxable net worth, if applicable Massachusetts taxable income Credit recapture Tax on installment sales Excise before credits Total credits Excise after credits Combined filer tax due Minimum excise Excise due before voluntary contribution Voluntary contribution for endangered wildlife conservation Excise due plus voluntary contribution 2016 overpayment applied to your 2017 estimated tax 2017 Massachusetts estimated tax payments Payment made with extension Payment with original return x .0026 =1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Ix .0026 = x .0800 = IIIIIIIIIPass-through entity withholding. Payer ID number Total refundable credits Total payments Amount overpaid Amount overpaid to be credited to 2018 estimated tax Amount overpaid to be refunded Balance due IIIRefund Balance due Ia. M-2220 penalty b. Late file/pay penalties a + b = IInterest on unpaid balance Total payment due at time of filing Total due 7D2412 1.000 800957397 456 456 456 88 368 456 10/06/2018 21:05:18 *MA17060011062* 2017 Schedule A MA17060011062 Balance Sheet A. Original cost B. Accumulated depreciation and amortization C. Net book valueTangible Assets 1. 2. 3. 4. 5. 6. 7. Capital assets in Massachusetts:IIII I I II I I a. b. c. d. e. f. g. h. i. j. k. l. a. b. a. b. Buildings Land Motor vehicles and trailers Machinery taxed locally Machinery not taxed locally Equipment Fixtures Leasehold improvements taxed locally Leasehold improvements not taxed locally Other fixed depreciable assets Construction in progress Total capital assets in Massachusetts 1a 1b 1c 1d 1e 1f 1g 1h 1i 1j 1k 1l 2a 2b 3 4 5a 5b 6 7 I Inventories in Massachusetts: General merchandise Exempt goods I Supplies and other non-depreciable assets in Mass. Total tangible assets in Massachusetts Capital assets outside of Massachusetts: I I Buildings and other depreciable assets Land Leaseholds/leasehold improvements outside Mass. Total capital assets outside Massachusetts 7D2413 1.000 MASS MEDI-SPA INC.800957397 10/06/2018 21:05:18 *MA17060021062* 2017 Schedule A, pg. 2 MA17060021062 Business or Manufacturing Corporation Excise Return 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. Inventories outside Massachusetts Supplies and other non-depreciable assets outside Massachusetts Total tangible assets outside of Massachusetts Total tangible assets. Add lines 4 and 10 Investments: a. b. Notes receivable Accounts receivable Intercompany receivables Cash Other assets Total assets Mortgages on: a. b. Bonds and other funded debt Accounts payable Intercompany payables Notes payable Miscellaneous current liabilities Miscellaneous accrued liabilities Total liabilities Total capital stock issued Paid-in or capital surplus Retained earnings and surplus reserves Undistributed S corporation net income Total capital Treasury stock Total liabilities and capital 8 9 10 11 12a 12b 13 14 15 16 17 18 19a 19b 20 21 22 23 24 25 26 27 28 29 30 31 32 33 IIInvestments in subsidiary corporations at least 80% owned Other investments Massachusetts tangible property taxed locally Other tangible assets I I I I II Liabilities and Capital 7D2414 1.000 800957397 45 22784 22829 524562 524562 -501733 -501733 22829 10/06/2018 21:05:18 SEE STATEMENT 1 *MA17061011062* 2017 Schedule B MA17061011062 Tangible or Intangible Property Corp. Classification 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Total Massachusetts tangible property Massachusetts real estate Massachusetts motor vehicles and trailers Massachusetts machinery taxed locally Massachusetts leasehold improvements taxed locally Massachusetts tangible property taxed locally Massachusetts tangible property not taxed locally Total assets Massachusetts tangible property taxed locally Total assets not taxed locally Investments in subsidiaries at least 80% owned Assets subject to allocation Income apportionment percentage Allocated assets Tangible property percentage 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 I I Schedule C. Tangible Property Corporation 1 2a 2b 2c 2d 2e 2f 2g 3 4 1. 2. 3. 4. Total Massachusetts tangible property Exempt Massachusetts tangible property: a. b. c. d. e. f. g. Total exempt Massachusetts tangible property Taxable Massachusetts tangible property Massachusetts real estate Massachusetts motor vehicles and trailers Massachusetts machinery taxed locally Massachusetts leasehold improvements taxed locally Exempt goods Certified Massachusetts industrial waste/air treatment facilities Certified Massachusetts solar or wind power deduction 7D2418 1.000 MASS MEDI-SPA INC.800957397 22829 22829 1.000000 22829 22829 10/06/2018 21:05:18 *MA17062011062* 2017 Schedule D Intangible Property Corporation MA17062011062 1. 2. 3. 4. 5. 6. 7. 8. 9. Total assets Total liabilities Massachusetts tangible property taxed locally Mortgages on Massachusetts tangible property taxed locally Subtract line 4 from line 3 Investments in subsidiaries at least 80% owned Deductions from total assets Allocable net worth Income apportionment percentage Taxable net worth 1 2 3 4 5 6 7 8 9 1010. Schedule E-1. Dividends Deduction Total dividends Dividends from Massachusetts corporate trusts Dividends from non-wholly-owned DISCs Dividends, if less than 15% of voting stock owned Dividends from RICs Dividends from REITs Total taxable dividends Dividends eligible for deduction Dividends deduction 1 2 3 4 5 6 7 8 9 1. 2. 3. 4. 5. 6. 7. 8. 9. 7D2419 1.000 800957397 22829 524562 524562 1.000000 10/06/2018 21:05:18 *MA17064011062* 2017 Schedule E MA17064011062 Taxable Income IIIII III 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. Gross receipts or sales Gross profit Other deductions Net income Allowable U.S. wage credit Subtract line 5 from line 4 State and municipal bond interest not included in U.S. net income Foreign, state or local income, franchise, excise or capital stock taxes deducted from U.S. net income Section 168(k) "bonus" depreciation adjustment Section(s) 31I and 31K intangible expenses Section(s) 3IJ and 31K interest expenses Federal production activity add back Other adjustments, including research and development expenses Add lines 6 through 13 Abandoned building renovation deduction Dividends deduction Add back of intangible expenses exception Add back of interest expenses exception Income subject to apportionment Income apportionment percentage Multiply line 19 by line 20 Income not subject to apportionment Total net income allocated or apportioned to Massachusetts Certified Massachusetts solar or wind power deduction Massachusetts taxable income before NOL deduction Net operating loss deduction Massachusetts taxable income Net operating loss carryover 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IIII IIII IIIII I I x .10 = 7D2435 1.000 MASS MEDI-SPA INC.800957397 9555 -9555 -9555 -9555 -9555 -9555 -9555 1.000000 -9555 -9555 508119 10/06/2018 21:05:18 *MA17635011062* Massachusetts Department of Revenue Schedule M-1 Federal Reconciliation 2017 For calendar year 2017 or taxable year beginning and ending Name of corporation Federal Identification number Part 1. Income and expenses 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Net sales Cost of goods sold Gross profit Dividends Interest income Gross rents Gross royalties Capital gains on net income Gain or loss (from Form 4797) Other income Total income Compensation of officers deduction Salaries and wages deduction Repairs and maintenance deduction Bad debts deduction Rents deduction Taxes and licenses deduction Interest expense deduction Charitable contributions deduction Depreciation deduction Depletion deduction Advertising deduction Pension and profit sharing deduction Employee benefit programs deduction Production activity deduction Total other deductions Total deductions Net income before NOL deduction 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm 7D2404 1.000 Rev. 3/15191402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 01/01/2017 12/31/2017 9,555. 9,555. -9,555. 2017 SCHEDULE M-1, PAGE 2*MA17635021062* Name of corporation Federal Identification number Part 2. Corporate ownership 1 At the end of the tax year did any foreign or domestic corporation, partnership, including any entity treated as a partnership, trust or tax-exempt organization own, directly or indirectly, more than 50% of the total voting power of all the corporation's stock entitled to vote? Yes No a. Name of entity b. Federal Identification number c. Type of entity d. Country of organization e. Ownership percentage 2 At the end of the tax year did the corporation own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation?Yes No a. Name of corporation b. Federal Identification number c. Country of incorporation d. Ownership percentage 7D2424 1.000 201402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 X X *MA17639011062* Massachusetts Department of Revenue Schedule NOL Net Operating Loss Carryforward 2017 For calendar year 2017 or taxable year beginning and ending Name of corporation Federal Identification number Date of most recent ownership change 1 Corporation's total income allocated or apportioned in Massachusetts for the year 1mmmmmmmmmmmmmmmmm 2 Is the amount of NOL available for any year below different from the NOL remaining as shown on last year's tax return? If Yes, explain (see instructions) Yes No 3 List the available losses by tax year end. Losses may be carried forward up to five taxable years, or up to 20 years for losses incurred in 2010 or later. List any available losses from the oldest prior year first. Then list, in descending order, the available loss for each succeeding prior taxable year. If the taxpayer did not incur a loss in a prior year enter "0" for the amount of NOL available. Period end date Post apportionment NOL available NOL used or shared Remaining NOL 4 5 6 7 8 Total NOL available Total NOL used or shared this year Total NOL not used Total NOL expired (if applicable) Total NOL available for carryover to future years 4 5 6 7 8 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Complete if filing Form 355U Name of principal reporting corporation Federal Identification number 9 Amount of NOL used by member against its own income (not shared)9mmmmmmmmmmmmmmmmmmmmmmm 7D2431 1.000 Rev. 3/15211402NU630N10/10/2018 21:05:18 V17-7.2F 800957397 01/01/2017 12/31/2017 MASS MEDI-SPA INC.800957397 08/07/2013 -9,555. X 508,119. 508,119. 508,119. 12/31/2013 243,839. 243,839. 12/31/2014 51,846. 51,846. 12/31/2015 136,549. 136,549. 12/31/2016 66,330. 66,330. 1402NU 630N 10/10/2018 21:05:18 V17-7.2F 800957397 MASS MEDI-SPA INC.800957397 ============================================================================== STATEMENT MASSACHUSETTS 355, PAGE 4 DETAIL 1 SCHEDULE A, LINE 25 - MISCELLANEOUS ACCRUED LIABILITIES ------------------------------------------------------- DUE TO AFFILIATE 99,160. LOAN PAYABLE 425,402. TOTAL 524,562. --------------- =============== Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 7. Affidavits All persons listed in Item 4 above shall submit an affidavit certifying that they have no outstanding or unresolved criminal proceeding, the disposition of which may result in a felony conviction, and have not been convicted of a felony or offense in Massachusetts, or a felony or offense in another state, that would result in Mandatory Disqualification or Presumption Determination of Unsuitability as set forth in 935 CMR 500.801 Table A; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 7 1 MMSI Affidavits Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Enclosed are affidavits for the following Mass Medi-Spa, Inc (MMSI) affiliated persons: • Michael Alpert • Michael Boylan • Corey Burchman • Johann Ryan Clendenin • Steven Cohen • Angela D’Amico • Sunny Daily • Kevin Flynn • James “Jim” Gross • Philip Hague • Daniel LeMaitre • Frank Matthews • Tamer Mohamed • Laurie Richard • Joanna Roche • Dirk Roggeveen • Scott Rudy • Lauren Silberman • Andrew Spollett • Helene Weld • Jacques Zimicki Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 8. Proposed Timeline & Development Plan Proposed Timeline and Development Plan (building reuse, new build) to be operational, including local resources for building and opening facility; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 8 1 MMSI Timeline & Development Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Overview As can be seen in the operational timetable below, multiple steps will be pursued and realized concurrently in order to ensure the timely execution of the schedule. Please note that we are assuming the issuance of the permit is 2/1/2019 and all tasks “waterfall” from that date. If that date changes all other dates will change accordingly. Our goal is to build a center which is highly efficient, while maintaining the aesthetic which is expected in the Nantucket community, utilizing local Nantucket firms, suppliers, and tradesmen. We intend to phase the buildout by completing the cultivation annex first, followed by the processing and dispensing annexes so as to minimize the time until we are able to dispense to patients and adult use customers. This approach will allow adequate overlap to run a full crop-cycle, then prepare for quality assurance and product development while the secondary annexes are developed creating a seamless transition into community engagement, education, marketing campaign launches, and then sales. Our financial capability along with our operating relationship with South Shore Bio-Pharma will utilize expertise in developing and operating numerous centers across the country, allowing us to become operational as soon as possible after licensing, and to become sustainable and successful in support of the Nantucket community. Their team has unique insight and experience in the development process, and has succeeded at achieving timeline and budget goals several times. Note: If our group receives approval for the 40 Old South Rd. location, we can move our operational timeline forward as much as 6 months to August of 2019 (versus February 2020). We've already received elevations and blueprint renderings for the site, and would be able to complete the permitting process and start construction utilizing the same phased approach as of April 2019. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 8 2 Developmental Timeline Estimates Activity Estimated Start Date Preparation and planning of operations Prior to permit issuance 12/2018 Issuance of permit 02/1/2019 Interaction to finalize permit 02/2/2019 Board Constitution 02/3/2019 Initiate administrative / accounting / HR plan 02/3/2019 Final budget approval by Board of Directors and allocation of funds 02/25/2019 Planning of sites and construction documents 02/25/2019 Website update 02/25/2019 IT system analysis and selection 02/25/2019 Contact all vendors and local authorities for required allowances 02/25/2019 Pre-Construction and Foundation elements Begin 03/2019 Final Construction and inspection (see construction timeline below) Complete by 12/2019 Company procedures confirmation 03/20/2019 Employee handbook finalized 04/20/2019 Final phase Initiate staffing plan / hiring process 08/01/2019 - 08/31/2019 staff orientation and training including mandatory training course 09/2019 - 10/2019 Finish security system installation 10/10/2019 IT System install including POS / management system, inventory tracking, accounting software 10/2019 Furniture, fixtures and equipment delivery and installation 10/2019 Finish vault installation 10/2019 Request for final inspection and local authorities for certificate of occupancy (or equivalent) – production annexes 10/2019 Receipt of certificate of occupancy (or equivalent) for production annexes 10/2019 Commence cannabis production via seeds 10/15/2019 Contact vendors (ancillary accessory /retail products) and finalize inventory delivery 11/2019 Request for final inspection and local authorities for certificate of occupancy (or equivalent) for dispensing annex 10/2019 Final inspection – dispensing annex 12/2019 Receipt of certificate of occupancy (or equivalent) – dispensing annex 12/2019 Contact local/craft vendors and finalize inventory delivery 12/2019 Communication with patients 11/15/2019 Case workers pre-enroll patients 11/15/2019 Finalization of Dispensary annex décor, site, and marketing launch 12/2019 Patient orientation and education (Online) 11/15/2019 (on-site) 12/2019 Product Development and Quality Assurance Completed 01/25/2020 Final Product Packaging and Preparation 01/28/2020 Dispensary opens for sales 02/1/2020 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 8 3 Production Timeline Estimates Cultivation Schedule Order supplies, nutrients and other materials 9/15/2019 Internal staff training for the growing of medical cannabis 10/2019 Commence production via seeds 10/15/2019 Move seedlings into vegetative growth 10/25/2019 Vegetation 10/25 - 11/15/2019 Flowering 11/15 - 1/15/2020 Harvest 1/15/2020 Processing Schedule (Start Dates) Internal staff training for processing and extraction equipment 10/2019 Calibrate testing, processing and post processing equipment 11/01/2019 Set up of all packaging stations 11/01/2019 Extraction of medical cannabis 1/15/2020 Post processing of medical cannabis 1/15/2020 Medical cannabis product formulations 1/24/2020 Quality / Assurance Control Testing 1/25/2020 Packaging and Preparation of products 01/28/2019 The Andersen Company LLC Scott W. Andersen P.O. Box 867 Siasconset MA 02564 MASS Medi Spa Estimate Costs 13-14-15-16 Tomahawk Nantucket MA 02554 MASS MEDI SPA Exhibit B / Budget SCHEDULE OF VALUES 12/26/18 Work Description Budgeted Amount Notes Building Permit Application Permit acquisition 13,000.00$ Construction / Engineering Plans By Owner Survey/Layout/As built plans By Owner Pre Construction Temporary Electrical Service 2,500.00$ Site Security 7,500.00$ Temporary Facilities 3,500.00$ Site Work Site Prep / Unuseable Soil Fees 35,000.00$ Excavation and Backfill Includes Sewer / Water/ Electric 112,000.00$ Drainage 52,000.00$ Parking Lot Prep 40,000.00$ Granite Curbing 16,500.00$ Hazmat Drainage *To be deternined*55,000.00$ Supply and Spread Loam 5,500.00$ Foundation Footings 50,000.00$ Walls 50,000.00$ Slab 135,000.00$ Concrete Pumping 6,500.00$ Foundation Insulation 25,000.00$ Foundation Waterproofing Labor & Materials 25,000.00$ Crane/Lift/lull Rental Charges 15,000.00$ Frame Labor 250,000.00$ Frame Material 250,000.00$ Exterior Trim Labor 75,000.00$ Exterior Trim Material 55,000.00$ Waterproofing Labor 3,500.00$ Windows Install including casing labor 108,000.00$ Storms, Material & Install 25,000.00$ Elevator Elevator Equip.160,000.00$ Shaft/Block walls 52,500.00$ Shaft Lighting 1,500.00$ Shaft Ventilation 3,500.00$ Pit Masonry 4,275.00$ Pit Waterproofing 3,750.00$ Platform Lift Interior -$ N/A Platform Lift Vent & Elec.-$ N/A Exterior Doors Materials 36,000.00$ Install Labor 4,500.00$ Flashing Materials/Fabrication 5,500.00$ Installation 3,250.00$ Roofing 3 Tap Asphalt Material 28,500.00$ 3 Tap Asphalt Labor 25,750.00$ Rubber Material 8,000.00$ Rubber Install 8,000.00$ Sidewall White Cedar Shingle Material 22,000.00$ White Cedar Shingle Labor 21,500.00$ HVAC Heat/AC 570,000.00$ Bathroom Venting -$ Included Laundry Venting -$ Included Fresh Air Intake -$ Included Kitchen Venting and Fresh Air Makeup -$ Included Design 35,000.00$ Plumbing Rough and Finish Labor 266,000.00$ Rough Materials -$ Included Design 15,000.00$ Finish Materials/Fixtures - *Allowance*10,000.00$ Propane Propane Tank 5,500.00$ Propane Connections 2,000.00$ Propane Generator 45,000.00$ Fire Suppression System Sprinkler Contractor 85,000.00$ Plumber 2,500.00$ Alarm System 15,000.00$ Design 9,000.00$ Electrical System Rough Labor & Materials Three Phase Service 300,000.00$ Finish Labor 120,000.00$ Fixtures - *Allowance*30,000.00$ Insulation Spray Foam 55,000.00$ Fiberglass Batt 22,000.00$ Drywall Labor 95,000.00$ Materials 65,000.00$ Interior Trim/Case Work Labor 75,000.00$ Materials 35,000.00$ Hardware Materials - *Allowance*10,000.00$ Hardware Install 5,500.00$ Interior Doors 30,000.00$ Millwork Cabinets - *Allowance* Bathrooms 5,000.00$ Kitchen 20,000.00$ Bathrooms Market 1,500.00$ Millwork/Counter Tops - *Allowance* Bathrooms 3,500.00$ Kitchen 25,000.00$ Kitchen Equipment Staff 10,000.00$ Laundry Staff 7,000.00$ Hardware Staff 2,500.00$ Millwork Install 18,500.00$ Appliances/Equipment - *Allowance* Refrigeration -$ By Owner Commercial Kitchen -$ By Owner POS -$ By Owner Millwork / FFE /OSE -$ By Owner Flooring - *Allowance* Wood Floor Material 24,000.00$ Stair Treads 12,000.00$ Wood Floor Install 24,000.00$ Wood Floor Finish 29,000.00$ Store Work Work Areas 15,000.00$ Concrete Floors 108 60,000.00$ Tile - *Allowance* Tile Material 10,000.00$ Tile Labor 20,000.00$ Painting Interior 195,000.00$ Exterior 55,000.00$ Security System 175,000.00$ AV/Phones /Internet Prewire Only / POS Not Included 60,000.00$ Project Cleaning 30,000.00$ Debris Removal - *Allowance*50,000.00$ Hardscaping and Paving 52,000.00$ Softscaping * Allowance*35,000.00$ National Grid Three Phase Service *Allowance*6,000.00$ Contingency 300,000.00$ Subtotal 4,951,525.00$ General Conditions 250,000.00$ Contractor Fee 500,000.00$ Total 5,701,525.00$ Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 9. Business Plan Current Business Plan, including credit line, credit history, financing sources, financial records that show current and proposed sources of funding sufficient to demonstrate financial stability to ensure the Establishment’s solvency and successful operation with a seasonal market; Mass Medi-Spa, Inc. Strategic Business Plan Nantucket Medicinal & Retail Cannabis Establishment Intended for exclusive review only. Any unauthorized redistribution or use of any elements, concepts, or data contained herein is strictly prohibited. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 2 MMSI Strategic Business Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Contents Contents ..................................................................................................................................... 2 Introduction ................................................................................................................................. 4 Principal Summary ...................................................................................................................... 5 Current Local Management Team ............................................................................................... 5 Michael Alpert – Designated Director of Security ..................................................................... 6 Steven Cohen – Legal Counsel ............................................................................................... 6 Executive Management Board .................................................................................................... 6 Kevin Flynn ............................................................................................................................. 7 Dan LeMaitre ........................................................................................................................... 7 Joanna Roche ......................................................................................................................... 8 Andrew Spollett ....................................................................................................................... 8 Helene Weld ............................................................................................................................ 9 Community Advisory Board ......................................................................................................... 9 Mike Boylan............................................................................................................................. 9 Sunny Daily ........................................................................................................................... 10 Jim Gross .............................................................................................................................. 10 Laurie Richards ..................................................................................................................... 10 Dirk Roggeveen .................................................................................................................... 10 Jacques Zimicki ..................................................................................................................... 11 Operational Cannabis Industry Expertise and Experience......................................................... 11 Ryan Clendenin ..................................................................................................................... 12 Angela D'Amico ..................................................................................................................... 12 Philip Hague .......................................................................................................................... 13 Frank Matthews ..................................................................................................................... 13 Tamer Mohamed ................................................................................................................... 14 Scott L. Rudy ......................................................................................................................... 14 Lauren Silberman .................................................................................................................. 15 Medical Advisory and Research Team ...................................................................................... 15 Corey Burchman, MD ............................................................................................................ 15 Financial Ability and Relationships ............................................................................................ 16 Educational Outreach, Branding, and Marketing ....................................................................... 16 Maintaining a Commitment to the Medical Program .................................................................. 16 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 3 Product Approach.............................................................................................................................................. 17 Medical Patient Oriented Services and Education .......................................................................................... 17 Intake/Orientation Process ........................................................................................................................... 17 Consultations ................................................................................................................................................. 17 Continued One-On-One Interviews and Training Sessions ......................................................................... 18 Ongoing Medical Studies and Research ....................................................................................................... 18 Events and Workshops.................................................................................................................................. 18 Pain Management and Wellness Community Calendar and Services ........................................................ 18 Security, Non-Diversion Assurance and Non-Deleterious Operation ............................................................. 18 Summary ........................................................................................................................................................ 19 Security Features Overview ........................................................................................................................ 19 Preventing the Diversion of Cannabis to Minors ..................................................................................... 19 Initial Access Controls ................................................................................................................................... 20 Inventory and Sales Control.......................................................................................................................... 20 Odor Control .................................................................................................................................................. 21 Available Parking and Traffic Concerns ........................................................................................................ 21 Community Benefits and Impact ...................................................................................................................... 21 Opioid Epidemic and Addiction Research ........................................................................................................ 22 Veteran Specific Access ..................................................................................................................................... 22 Environmental Impact Reduction ..................................................................................................................... 23 Treatment of Wastewater ................................................................................................................................ 24 Regarding Cultivation .................................................................................................................................... 24 Above-Ground Wastewater Holding Tank ................................................................................................... 24 Disposal of Liquid and Chemical Waste ....................................................................................................... 24 Site Summary ..................................................................................................................................................... 25 Estimated Local Job Creation ............................................................................................................................ 27 Sample Annual Tax Revenues ........................................................................................................................... 28 Market Analysis ................................................................................................................................................. 29 National Average Consumption Rate (by product category) ...................................................................... 29 Patient / Retail Customer Capture Rate ....................................................................................................... 30 Demographic Overview: Nantucket ............................................................................................................. 30 Overall Goal Summary....................................................................................................................................... 31 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 4 Introduction A new era of scientific and political progress is in reach, and Mass Medi-Spa Inc (“Mass Medi-Spa”) wishes to help maximize the potential benefit that cannabis and cannabis products can offer to patients and customers within the Nantucket community. Mass Medi-Spa’s operations on Nantucket represent the next chapter for our organization. Our team has built out an entirely new Board of Directors for our non-profit organization, along with a Local Advisory Board of primarily Nantucket residents, to ensure that all operations and decision-making will be guided by locally minded leaders who will keep the needs of our Nantucket community at the forefront. Mass Medi-Spa understands the importance of developing a collaborative partnership with the Town of Nantucket and entire island community by creating jobs for local residents, ensuring safety in and around our facility, maintaining relationships with local civic, philanthropic, and business associations, and providing customers with a best-in-class experience. Our retail establishment will uphold this image through discretion, professionalism, and reliance on best practices at all times. With several years of collective medical and business experience, we are prepared to operate as an organization which sets the standard in the cannabis industry for excellence in customer experience and operational protocol; secure operations; close collaboration with our immediate community; and full compliance with state and local regulations. Mass Medi-Spa has developed a strategic partnership with South Shore Bio Pharma LLC, a management and consulting services company and subsidiary of Acreage Holdings, which provides the highest levels of experience and operational insight among cannabis operations in the United States, providing Mass Medi-Spa with access to a full array of world-class resources from financial and intellectual capital to the expertise of long-time industry veterans and scientific researchers. Our focus is on ensuring each individual customer has an experience that provides high quality products, an outstanding experience, and a wide breadth of information about the safe use, transport, and storage of cannabis products. This relationship with South Shore Bio Pharma will ensure that Mass Medi-Spa Nantucket can exceed the expectations of the Nantucket community for a safe, professional, and best-in-class medical and adult- use cannabis establishment. In lieu of creating a standard cannabis establishment, Mass Medi-Spa seeks to cultivate an environment that is reminiscent of a “Health and Wellness Center” that will provide a number of palliative and direct benefits to customers as well as the community. These include health and educational services, ongoing counseling, adjunct healing / therapy options and products, and community outreach programs. The Mass Medi-Spa team understand the importance of preserving Nantucket’s tourist friendly, family- oriented image. Our mid-island location will provide excellent access to patients, while also maintaining architectural consistency with other island buildings, low key signage, and standard operating procedures that will ensure this facility will not attract more attention than any other conventional Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 5 business on Nantucket. Mass Medi-Spa’s facility will uphold the tourist-friendly, family-oriented town image through discretion, professionalism, and best practices at all times. Principal Summary Through our partnership with South Shore Bio Pharma, Mass Medi-Spa (MMSI) brings decades of cannabis operational experience and business acumen to our operations in order to ensure the compliance and best-in-class operations at our licensed cannabis facilities. These operations and all organizational decision making are managed by our Executive Management Board, made up of local business and community leaders. This Executive Management Board (EMB) ensures that the business operations and decision-making remain both professional and focused on the local needs of the Nantucket community. This EMB is also committed to hiring out a staff of qualified local residents on the island to ensure both successful operations and high returns to the Town of Nantucket and greater Nantucket community. MMSI was founded when the state regulations required that Medical Cannabis licenses were restricted to non-profit corporations. While that is no longer a requirement, MMSI is proud to proceed under that model, as it allows us to engage in a community-oriented approach, not just a profit-oriented approach. To further assist with the community involvement, MMSI has developed a Community Advisory Board, which helps our organization bring in a wide variety community perspectives and voices on important local issues, as well as decisions for charitable giving. The Community Advisory Board includes a group of individuals who have served and contributed to the Nantucket community for many years as well. Of particular importance to the strength of MMSI’s operations is our strategic partnership with South Shore Bio-Pharma. This relationship allows MMSI to tap into an unparalleled repository of cannabis expertise, while maintaining local operational control through our locally-based EMB and Community Advisory Board. This relationship between South Shore Bio Pharma and MMSI represents a pre- packaged powerhouse of knowledge, experienced consultants, resources, training, and more with essential lessons learned and best practices built from years of cannabis industry experience across a myriad of regulated cannabis markets. Mass Medi-Spa comes to Nantucket with a tremendous depth of unique cannabis and business focused resources. The Town of Nantucket can be assured that MMSI will open for business on Nantucket in a manner that incorporates the best in methodologies, resources, and practices to ensure professionalism, safety, and community benefit. This wealth of knowledge, resources, and expertise includes safety, security, a state of the art in house lab testing facility, and a strong cooperative relationship with local growers. Current Local Management Team Mass Medi-Spa has already secured the support of two local team members to support management of local operations on Nantucket, including Legal Counsel and a designated Director of Security. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 6 Michael Alpert – Designated Director of Security Having moved to Nantucket in 1993 from New York, Michael has been a year-round resident for 25 years. In 2001 Michael started his business Nantucket Media Systems whose primary focus is home automation systems, home theaters, surveillance systems, and networking. Nantucket Media Systems has installed systems in many of Nantucket's nicest homes and was awarded best home theater in the country in 2016. What Michael loves most about Nantucket is the diversity of its residents and Nantucket itself which seems to provide all its residents a special experience that is unique to them. Michael enjoys sailing the harbor on his 22’ Marshall Catboat, cycling both on and off road, and the many dog friendly places to walk. After a heart attack scare in 2012, Michael adopted a whole food plant-based diet, became more active, and subsequently dropped 60 lbs while eliminating medicines. Through his own transformation, he has inspired others to do the same. Michael participates in the Pan Mass Challenge, a 190-mile bike ride that raises money for the Dana-Farber Cancer Institute. Steven Cohen – Legal Counsel Steven is Partner at the law firm of Cohen and Cohen Law PC, a firm that he founded with his wife Jennifer (a 1992Nantucket High School graduate) in 2014, which practices exclusively in Nantucket Massachusetts, focusing on real estate, land use planning, permitting, small business, nonprofits, and trusts and estates. Steven has been very active in zoning, planning, and other actions with high community impact on Nantucket, both with his current and former law firm, Reade, Gullicksen, Hanley, and Gifford and LLP. Before moving to Nantucket in 2005, Steven graduated with honors from the University of Massachusetts at Amherst in 1996 and with honors from the Tulane University School of Law in 1999. From 1999 to 2001 Steven was an Attorney for the U.S. Department of Transportation. In November 2001, he helped establish the new Transportation Security Administration and then served as Attorney-Advisor to the Secretary of Homeland Security until 2005. The Cohens have lived on Nantucket year-round since 2005, and have a daughter who is an 8th Grader at the Cyrus Pierce Middle School. In addition to his legal practice, Steven is the President of the Nantucket Bar Association and serves or has served on the Boards of the Nantucket Dreamland Foundation, Congregation Shirat Ha Yam, the Nantucket Democratic Town Committee, Fairwinds, and the Nantucket Education Trust. He also serves as counsel to numerous local non-profits and community groups. Steven’s legal expertise will help ensure our operation is consistently up to date with regulatory issues, state and local authority communications, and is always in full compliance. Executive Management Board The Executive Management Board is made up of the five Controlling Persons of Mass Medi-Spa, Inc. Their background and experience is summarized as as follows: Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 7 Kevin Flynn Kevin Flynn has thrilled audiences for years with his stand-up comedy performances having headlined at clubs and colleges across the country. Flynn’s career as a comedian took off after winning the Boston Comedy Riot in 1988, where he then began appearing on numerous comedy specials. He has since added several film and television credits to his name appearing in The Heartbreak Kid with Ben Stiller; Me, Myself and Irene with Jim Carrey; Osmosis Jones with Billy Murray, and Sex and the City. After graduating from the University of Massachusetts where he was captain of the soccer team, Kevin went on to play three years of professional soccer in the Major Indoor Soccer League (MISL). Following his soccer career, Kevin transitioned from pro-athlete to professional sportscaster, host and entertainer. He covered World Cup Soccer for Fox Sports, ESPN and ABC. Flynn’s Sports Figure’s show on ESPN received the POLK Award for excellence in children’s programming. In 1996, Kevin became the host of The Discovery Channel’s Go For It, an extreme outdoor adventure show where he swam with sharks, jumped out of airplanes and scaled dangerous peaks. The show led Kevin to create his one-man show Around the Kitchen Table, which won the “Best of Fest” at the Boston Comedy Festival and HBO’s prestigious U.S. Comedy Arts Festival in Aspen. Along with continually performing his stand-up around the world, Kevin is also the co-founder and executive director of the non-profit Nantucket Comedy Festival which supports the children’s educational program Standup & Learn. Standup & Learn works to build self-esteem and self-confidence through public speaking and storytelling. Dan LeMaitre Dan has been an island resident since 1982 after living in central Massachusetts. In his earlier years Dan developed a love of the outdoors, organic gardening and working with animals on farms in his hometown of Hardwick, Ma. After establishing a caretaking/property management business for discerning clients, Dan started Nantucket Seafood , a successful wholesale and retail seafood business on the Island. As co-owner of the company Dan always wanted to make sure the store not only supplied the best and most varied seafood and other hard to find food items on island but also supported local restaurants, fisherman, scallopers and local farms by stocking their products in the store. Dan also made sure Nantucket seafood supported other organizations such as Sustainable Nantucket and Palliative and Supportive Care of Nantucket. Dan's responsibilities included being HACCP (Hazard Analysis Critical Control Point) and Serve Safe food safety and monitoring manager, payroll management, retail sales and inventory management , wholesale and retail sales, employee management and "Person in Charge" liaison with local and State Board of Health and FDA inspectors and facility security. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 8 Given Dan’s long-time commitment to the Nantucket community and local businesses, along with his practical experience in operating a successful local business, he will make an integral team-member for the Mass Medi-Spa operation. Joanna Roche Joanna is the Executive Director of The Green Spa Network, a non-profit trade association of 1800 members, serving the spa and hospitality industries globally in support of action for a sustainable future. As a spa development consultant and a passionate brand and wellness activist, she has more than twenty-five years of experience in management, marketing and operations for spa and hospitality companies globally. Her most recent project was the development of The Beach House Spa at Ocean Edge on Cape Cod, creating a spa that specialized in unique bridal services. She was the Wellness Director at The Westmoor Club, an exclusive, private club on Nantucket. Prior to moving to Nantucket, Joanna & Company was focused on business development and digital marketing projects for UK based companies TribeSports and Celessence Technologies, and spa product companies focusing on textiles; Studio Twist, Majestic International and Cypress. She managed a young team of talented publicists as the EVP of Pierce Mattie Public Relations in NYC focusing on beauty and lifestyle for several years, and worked as the Communications Director on the executive management team at Canyon Ranch for eight years. Joanna has spoken several times at the Esthetic Spa International conferences as a pro educator on retail strategies and customer engagement, at the annual 2016 CSFA conference on The Future of Wellness in Private Clubs, and most recently in June at the IECSC on Creating a Sustainable Culture. Joanna currently serves on the Town of Nantucket’s Finance Committee and on Theater Workshop’s advisory council. Joanna’s experience will lend greatly to our customer engagement strategy, wellness centered approach to medical Patients, and help ensure all of our patrons as well as the community are well taken care of. Andrew Spollett Andrew Spollett is a farmer and educator who has been the Vegetable Production Manager at Bartlett’s Farm on Nantucket for nine years, overseeing 100 acres of field production and three acres of greenhouse production. His expertise includes all aspects of row crop production on a large scale, including field preparation and tractor operations, greenhouse systems management, crop scheduling, delegation of daily employee tasks, sales targeting and analysis, fertility management, and pest and disease control. A licensed pesticide applicator since 2009, Andrew has extensive knowledge of Integrated Pest Management and the latest in crop controls. Andrew has experienced in the organic Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 9 certification process and also coordinates the occupational safety program for the farm, including the development of SOP’s for Food Safety certification. Andrew is member of the Board of Directors for Sustainable Nantucket, a non-profit organization whose mission is to build a more locally-based and self-reliant food system on island. Serving on the board since 2015, Andrew contributes his knowledge and experience for growing food to multiple aspects of Sustainable Nantucket’s mission. He serves as an advisor for the Community Farm Institute and conducts workshops on Soil Health, Composting, Pest Identification and Control, and Small Scale Farm Implements and Equipment. Andrew’s vast knowledge in horticulture and crop management will help ensure our operation consistently provides the highest quality products, meets fluctuating demand, and always puts quality first. Helene Weld Helene devotes much of her energies to improving life on Nantucket. She currently Chairs the Nantucket Board of Health, and has supported the Board’s efforts to address the issue and research regarding tick-borne diseases. To this end, and in addition, she serves on the Nantucket Tick Borne Disease Committee and the Nantucket Mosquito Control Advisory Committee. Helene also has been a major advocate for the island as a long-time member of the Nantucket Community Association. Her commitment to science and education continues through her work as a member and the Chair of the Board of Directors of the Maria Mitchell Association. Mrs. Weld is a Registered Nurse, and is a member of the Cornell University-School of Nursing Alumni Association, and the Columbia-University-School of Nursing Board of Visitors. While living in New York, Helene was a Board Member, Life Trustee, President of the Parent Association, V.P. of Internal Affairs, V.P. of Development and Chair of the Admissions/Financial Aid, Nominating and Development Committees of the Spence School, where her leadership was instrumental in the Spence School’s successful development. Community Advisory Board Our Community Advisory Board will help our team establish and maintain relationships with local outreach, guide charitable giving and benefit programs, and community support groups to ensure we create a positive community impact for the island of Nantucket. Mike Boylan After several years in national sales management position for international consumer products companies and serving on a New York coop board for 8 years, Mike Boylan and his wife sold our their former home and built a home on Nantucket and have lived on the Island for the past 15 years. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 10 Mike purchased the territory rights from UPS to open two stores, one on Nantucket 14 years ago, and one on Martha’s Vineyard 12 years ago. He is proud to say that both stores have been very successful over the years and contribute back to the Nantucket community regularly. His stores offer far more than shipping, having initiated printing services for the business community as well as printing artwork for the local art community all of which has been a model for the UPS Store network. Mike was recruited to serve on the Nantucket Chamber of Commerce Board of Directors holding the positions of director, membership committee, financial committee, student scholarship committee and VP of the Executive Board. Sunny Daily Sunny Daily is a proud Nantucket resident, an experienced doula, an internationally certified childbirth education, a LaLeche League Leader, student midwife, EMT, and mother of two. She is currently working on an associates of midwifery degree through the MEAC accredited National College of Midwifery. She also teaches childbirth education classes privately, and at the Nantucket College Hospital since 2007. Her focus is on patient support, offering prenatal care, home birth, newborn and postpartum care. Jim Gross Established in 1974, Nantucket Land & Sea Co., Inc. will soon mark its 35th year of continuous ownership. Although our early focus was on Nantucket’s boating community, our work with marine engines and generators provided a smooth and natural transition to the residential side. In 1994, we became an authorized Kohler® Generator dealer. Their President is Jim Gross. As a lifelong mechanic and certified Kohler® technician, Jim has the knowledge and expertise to tailor every project to its individual needs. In his off-hours, Jim is a beekeeper of local renown. Every new generator comes with a jar of his award-winning honey. From the beginning, quality of both equipment and workmanship has been our guiding principle. As we celebrate our 35th Anniversary, and look ahead to future years, we remain committed to offering our customers the best generators, Kohler®, along with the best installations and service possible. And we are right here on-island, year-round. Laurie Richards Laurie's affinity for both children and weddings is reflected in her sensitive portraits and candid photography. Her relaxed, intuitive approach to any photographic assignment, combined with her state of the art technical savvy, always ensures beautiful, enduring images that connect the viewer to the person or event year after year. Dirk Roggeveen Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 11 Dirk Roggeveen's legal career includes serving as a criminal prosecutor at the U.S. Department of Justice and the U.S. Attorney's Office for the District of Columbia. He also clerked for the Honorable Daniel Manion on the U.S. Seventh Circuit Court of Appeals in Chicago. After moving to Nantucket with his family he served as Administrator of the Conservation Commission for over ten years. Roggeveen presently is in private practice, publicly representing clients before the Conservation Commission. Roggeveen also served as Chairman of the Historic District Commission for ten years, as well as stints on the local Contract Review Committee and the NRCS Conservation District. More recently, Roggeveen has been battling Lymphoma, and has observed first hand the relief from chemotherapy-induce nausea that can provided by medicinal marijuana. Jacques Zimicki Jacques Zimicki has been a Nantucket resident for 40 years. He was a midwife and is a specialist in women’s healthcare issues. He had a medical research lab in Olympia, Washington, as part of Evergreen State College. He is a member of Tipping Point as its science advisor and expert on hydroponics and CO2 extraction. He is also very involved with the Water Company and Nantucket aquifer issues. Jacques is an active leader with the local growers on Nantucket. Operational Cannabis Industry Expertise and Experience Our management and consulting provider, South Shore BioPharma LLC (SSBP) has acquired expertise in the full scope of Cannabis operations as well as medicine, research, philanthropy, nutrition, and alternative therapy from long-time industry veterans and pioneers working to contribute knowledge and intellectual property which will be the foundation of our enterprise. With the support of SSBP, our team has developed in-depth operational and management procedures that are designed to promote successful, compliant business with top-tier quality assurance, and afocus on positive customer experience and treatment. Employees will be trained at the highest levels in retail operations, cannabis specific applications, along with a number of other non-cannabis customer service oriented elements, and will have continued learning mandated as necessary to incorporate new products and services throughout our operation. Professionalism and proper demeanor will be reflected down to the medically styled uniforms. These policies, procedures, and training modules include: • Employee Best Practices • Facility Specific Controls • Access Controls • Security and Site Control • Employee Procedures & Practices • Customer service • Operations • Inventory: Control and Compliance Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 12 • Security and safety • Research and development participation • Alternative therapy, nutrition, and holistic counseling Our goal is to provide the highest quality of products in a fully compliant, wellness-oriented setting. All products produced and sold by our team will follow strict quality control standards to ensure safety, potency, and compositional factors before it is shelved and distributed. Our team will receive specialized training on the strict quality control procedures to ensure our products are safe, reliable, and consistent. Contributors to the SSBP Expertise and Intellectual Property Development Group include: Ryan Clendenin Ryan Clendenin is a manufacturing and business systems strategist, a small business owner, an educator, and executive leadership professional serving the legal cannabis industry since 2013. He is focused on craft cultivation and extraction, whole plant products, and custom supply chain management solutions for boutique and corporate clients alike. With over fifteen years of international experience developing systems solutions for the global defense, financial services, and agricultural supply chain verticals, Ryan is uniquely driven to achieve profitability in fragmented regulatory environments. Ryan has developed award-winning cannabis business, brands, and products across nine states, from New York to California, aiming to broaden access to cannabis for industrial, medicinal, and recreational markets. As a part of the award-winning team that first introduced “Live Resin” to the Colorado recreational cannabis market in 2014, Ryan is dedicated to people, plants, and process. His products are regularly featured in cannabis industry publications, and Ryan was briefly featured in the film “Rolling Papers” about the regulated cannabis industry. Angela D'Amico Angela has successfully operated a dispensary in the State of Connecticut for over three years, and has maintained a high level of operations, medical efficacy, and full compliance without incident. It should be mentioned that CT has perhaps the most rigid and highly regulated medical cannabis program in the country. Angela supervises and oversees daily operations including but not limited to; laws, ordering, paperwork, sales, vendor relationships, patient services, regulatory compliance, patient communication and education. In addition, Angela’s responsibilities include: • Speaks and coordinates all educational classes in dispensary and at support groups for approved diseases. • Trains, coaches and encourages success of all managers and staff. • Maintains daily contact with security specialist to ensure all security measure are current and operational. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 13 • Maintains all patient lists and communicate with expired card holders to help in the recertification process. • Handles all marketing and merchandising. • Responsible for all aspects of Wellness and Holistic Services. Philip Hague Philip is a long-time industry leader, with international acclaim, and has had a productive 17-year horticultural career before he began cultivating medical cannabis. Highlights of his career include: • In 2000, he became a Texas Master Certified Nursery Professional by the Texas Nursery Association & Landscape Association, the highest level of professional certification available. He comes from a traditional large-scale commercial controlled agriculture environment. • He has designed, built, staffed, and maintained over 1,000,000 square feet of state licensed indoor cannabis cultivation facilities, and more than 20 acres of greenhouse facilities, in Colorado, Illinois, Massachusetts and New York. • He became Chief Horticulturalist for a major cultivation facility, and in 2016, became the Chief Science Officer and Head of Horticulture in the United States for a major Canadian-US cannabis company. • In 2017, he became the Chief Production Officer of a 90,000-square foot cultivation and manufacturing facility in New York. After transitioning from horticulture into cannabis, he quickly built some of the most successful brands in the industry, gaining the respect of his peers and the media. Winner of multiple prestigious cannabis awards, he has been featured in numerous articles and news programs on the industry. Frank Matthews Frank is the Chief Security Officer for a number of existing and in-development Cannabis operations. With overall responsibility for all safety and security aspects of these operations, Matthews evaluates and directs the physical security developments, technology enhancements, testing and strict regulation compliance across all cultivation and dispensary operations. Having developed a robust employee training and background investigation platform, Matthews also oversees all hiring background investigations and continued safety education for all employees. Matthews coordinates with law enforcement and emergency services agencies to ensure direct communication and information sharing regarding the security of cultivation and dispensary matters, including anti-diversion, theft and robbery prevention. Until his retirement in 2015, Frank Matthews was the Lieutenant Colonel, Commanding Officer of the Investigative Division of the Massachusetts State Police. In that role he directed all criminal, forensic, and Homeland Security investigations while maintaining command over 700 sworn and civilian members assigned to 41 separate units. Matthews has thirty-three years of experience in coordinating with federal, state and local law enforcement agencies as well as private organizations to lead and institute crime prevention, investigation, training and response. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 14 Tamer Mohamed Tamer’s experience includes a background in chemical and biological engineering, which he now utilizes in helping pioneer product development and quality assurance in cannabis operations across the country. He is a dynamic leader with five years of experience in developing, operating, and growing cannabis extraction, processing, and manufacturing labs in Colorado, California, Illinois, and Pennsylvania. He has played a critical role in designing new labs, bringing new products to market, maintaining compliance while managing and growing a team. His greatest passion is to provide the highest quality extracts to medical patients in whichever delivery method works best for their conditions. Tamer’s knowledge will help ensure our products are safe, efficacious, and consistent, and that our quality assurance program is top-notch. He brings a wealth of critical knowledge and strategy, which will not only improve patient care, product innovation, and safety, it will help transform the entire cannabis industry. Scott L. Rudy Scott is a senior manager with proven, consistent and measurable success in developing, managing and expanding businesses across a spectrum of industries, revenue sizes and complexities, both in the U.S. and internationally. Scott is well-positioned to take on a key business management role due to substantial experience in business plan development and execution, relationship management, and P&L and management responsibility. His other relevant positions and accomplishments include: • Start-up regional airline: transformed founder’s vision into professional business creation process defined build-out strategy and key business deliverables, developed professional-level business plan and financial models, generated competitor and demand/market analysis and lead fund-raising efforts resulting in $500,000 finance round • Well-established, local business owner with diversified interests: advisor for $15 million business portfolio and for proposed roll-up of new opportunities. Focus on strategic planning, business integration and operational issues • Start-up medical testing facility: critical review of key elements of business plan including funding amounts/strategy, roll-out milestone identification/issues, management, legal, and risks for urine-based testing facility with $5 million in soft-circled sales commitments • Woods Hole Oceanographic Institute Technology Transfer Office: “Project Champion” for business planning and commercialization of potentially game-changing municipal wastewater testing device • Taurus Investment Holdings, LLC: a leading global real estate investment advisor, owner- operator and value-add developer of residential and commercial properties Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 15 o Newly created position and a direct CEO report, charged with diversifying investor/client base to expand growth opportunities envisioned by company board o Within six months, developed significant investor group with access to over $15 billion Lauren Silberman Lauren is a versatile cannabis industry consultant with over five years of hands on cannabis experience in Oregon and California with cultivators, extractors, and dispensaries alike. She is a specialist in start- ups and licensing, and has helped cannabis businesses across the United States with initial infrastructure build-out, business development, communications, and market research. Lauren has also supported cannabis licensing and state compliance for a range of clients from small-scale farmers to multi-million dollar vertically integrated companies. Before working in cannabis, Lauren gained experience coordinating and publishing academic research, and has since supported cannabis research and education projects in the United States and Israel. Her cannabis specific experience includes: • Licensing & Compliance Consultant – Cannabis Industry o Worked with established and start-up cannabis businesses to support state and local licensing and compliance. Range of projects include developing and drafting cannabis licensing and land use applications, developing compliant SOPs and employee protocols, establishing compliant seed-to-sale tracking and reporting systems, security protocols, and more. • Start-Up Support & Communications Consultant – Cannabis Industry o Worked with start-up cannabis businesses to support business strategy, infrastructure build-out, and SOP development. Projects included determining compliant standard operating procedures, creating employee handbooks/HR paperwork, brand building, developing social media strategy and building websites, R&D licensing, market research, and more. Recent communications work ranges from developing content to fact checking cannabis educational courses. Medical Advisory and Research Team Dr. Burchman will lead the development of a comprehensive Medical Advisory and Research Advisory Board, which will provide guidance and oversight for all Mass Medi-Spa medical and research activities. Corey Burchman, MD Corey Burchman, MD, is a prominent expert in anesthesia and pain management. Having served as an instructor in Anesthesiology at the Harvard School of Medicine and a Clinical Associate at Mass General Hospital, Dr. Burchman is currently an Assistant Professor of Anesthesiology at the Dartmouth School of Medicine. With dozens of journal article author credits, he holds a major interest in pain management research, focusing largely on opioid and cannabinoid applications. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 16 Financial Ability and Relationships Our team has access to capital well in excess of our estimated budgetary requirements through the consulting and loan agreement with SSBP (with available capital up to $8,000,000.00), and what is to be above adequate for necessary initial and ongoing operating expenses, including completing renovations, purchasing all necessary equipment, and inventory and allowing the company to operate in a positive cash position until it is self-sufficient through the free cash flow generated from operations. Detailed estimates, engagement commitments, and timelines for completion have been secured for our location, and our spending plan includes all necessary items to become operational within months of earning appropriate licensing and permissions for our licensed cannabis business. Our estimated costs, income, and break-even estimates based on the local qualifying population of customers and patients, demographics, expected social acceptance growth and other contributing factors. Further, MMSI want to stress that we have hired local general contractors, engineering and design, construction and other firms to the largest extent possible for a project of this type, in addition to a multi-million-dollar build-out of our facility. We are not here to test the proverbial waters and then leave the Community. We intend to be here for the long haul. Educational Outreach, Branding, and Marketing Our team is committed to marketing through relationship building and community outreach that offers additional value to our customers when compared to other dispensaries that have less experience and financial wherewithal. Our competitive edge will be our commitment to providing the highest quality of customer experience in a wellness-oriented setting that is fully compliant with all regulations set forth by the Nantucket Township and the Commonwealth of Massachusetts. We will work with local partners to develop and market an image of a high-quality provider of our products and services. This image will be presented in our menu, signage, website, and the presentation and attitude of our employees. Service will be completed with compassion, and the customer will receive unparalleled service and response to questions, problems, or requests. Maintaining a Commitment to the Medical Program Mass Medi-Spa is committed to providing the highest quality of care to patients that are actively enrolled in the Commonwealth of Massachusetts’ Medical Use of Cannabis Program. Our team will work to ensure that a full range of medical cannabis products are available to our patients, which include options for different delivery methods, cannabinoid and terpene profiles, and dosing to ensure patient choice. Our larger company focus also includes continued cannabinoid oriented clinical trials and research participation in local and international universities and medical centers. Our product managers will be responsible for understanding specific use and benefit of cannabinoids and terpenes, their synergies with complimentary healing modalities, and serving as liaisons between patient needs, ongoing research participation, and producer output, thus creating a closed loop system which increases the ability to treat patients, and further the overall benefit them as well as the community. Products Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 17 may include: pill; oil; topical forms, including gel, creams or ointments; a form medically appropriate for administration by vaporization or nebulization; dry leaf or plant form; tincture; beverages; and edible forms (as allowed). We intend for our facility to serve as a health and wellness center providing patient-oriented care in addition to holistic medical and wellness services. A calendar of events and workshops integrating all aspects of well-being will be organized and posted in the dispensary facility and online. Workshops will include, but are not limited to: • Seminars featuring patients and their experiences. • Seminars featuring legal experts in the continuously developing and changing medical cannabis industry. • Scheduled talks by physicians, pharmacists, nurses and other medical practitioners and healthcare providers. • Seminars involving the common participation of patients, doctors and community though leaders will also be organized to allow cross education Product Approach Mass Medi-Spa will produce and dispense high quality cannabis products for a range of delivery methods that encompass a range of cannabinoid profiles to ensure a diverse range of products are available for both our patients and adult-use customers. Our production managers will be responsible for understanding the specific application and benefits of cannabinoid profiles and delivery methods/routes of administration along with their synergies with complimentary healing modalities. They will serve as liaisons between patient needs, ongoing research participation, and production output to create an internal product management system that increases our ability to provide consistent, safe, and reliable products for our patients, customers, and entire community. Medical Patient Oriented Services and Education Intake/Orientation Process Newly registered qualifying patients and their personal caregivers must initially participate in an orientation. The Orientation Process will provide patients with a comprehensive understanding of rules, special programs and library resources; various methods of medical-cannabis administration and/or ingestion options, and related side effects; safety, effectiveness and techniques relating to alternative dosage forms Consultations Will also aid in delivering ‘Patient centered care’, based on their specific needs, conditions, and provide the ability to perform and improve this care on an ongoing basis. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 18 Continued One-On-One Interviews and Training Sessions Mass Medi-Spa believes that the best way to provide counseling and education to member patients is through one-on-one interviews and information sessions. Through training and experience, our professional staff will share their knowledge in helping patients make the right choices of cannabis and application. We have dedicated space in the facility to accommodate this crucial function. We consider this a must-have so Patients can feel they can discuss a variety of issues in the privacy of a closed door setting away from the open space of the dispensary. Ongoing Medical Studies and Research Mass Medi-Spa is receptive to assisting new or ongoing medical studies and research and strives to help patients help themselves in a positive and compassionate way. We do this by offering patients the opportunity to participate in ongoing medical studies and research trials which, if agreed to, will be shared with their recommending physicians and our advisory medical committee on a voluntary, anonymous basis. Events and Workshops A calendar of events and workshops integrating all aspects of well-being will be posted and updated in the dispensary facility. These workshops will include, but are not limited to: • Seminars featuring patients and their experiences. • Seminars featuring legal experts in the continuously developing and changing medical cannabis industry. • Scheduled talks by physicians, pharmacists, nurses and other medical practitioners and healthcare providers. • Seminars involving the common participation of patients, doctors and community though leaders will also be organized to allow cross education Pain Management and Wellness Community Calendar and Services Mass Medi-Spa intends our dispensary facility to be viewed by patients as a pain management, general health and wellness resource whereby holistic medical and wellness consultation and treatment may occur through a wide range of professionals. • Compassionate understanding and assessment of the multidimensional nature of patients in pain; and • Diagnosis and alleviation of acute, chronic and cancer pain and the pain and suffering of persons with advanced serious illnesses; • Development and utilization of advanced modalities in pain medicine to help patients live more fulfilling and productive lives; and • Promotion of care and wellness for the whole patient and his or her family. Security, Non-Diversion Assurance and Non-Deleterious Operation Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 19 Summary The overall security of our facility, patients, children, our community, and team is absolutely paramount. Our dispensary will include protection far exceeding that of any standard medical or retail facility and will be on par or better than most bank security systems. Several physical features, staff protocols, and functional design concepts are being implemented to ensure a secure, comfortable environment which poses minimal risk and does not negatively impact the Town or the community. We take a multiple layer approach to security including a number of state-of-the-art physical and bio-metric controls, detailed record keeping software, adequate and aesthetically pleasing exterior lighting, education for staff and the public, direct relationships and oversight from local authorities, full-time security staffing, categorical access controls, and dozens of other applied measures to ensure our products are only in the hands of registered patients or adults 21 years of age or older, and only used to achieve their maximum benefits. Security Features Overview To prevent unauthorized access, and to ensure against theft, loss, and/or diversion, our facilities are constructed with: • Full access controls with keycard access • Comprehensive policy, procedures, and continuing training • Full video coverage of interior and exterior of building • A brick and mortar (or concrete) founded and walled structure with an affixed roof • Steel plate framing and/or steel reinforced concrete within shared-walls, and at interior visitor/agent access control points • Affixed access prevention equipment on exposed windows (along with affixed window coverings/anti-visibility treatments), vents, and other potential access points • Security doors using approved commercial grade locks, both manually operated and electronic, controlled by a secured, interior position along with access control protocols • Secured, automatically locking doors at all interior access points by auditable key- fobs system • Auto-lock and entry monitoring of all product areas to prevent access to persons during the temporary absence of management • A “Safe Room” where product will be stored with steel mesh in the walls • Sufficient battery backup for alarms, video cameras and recording equipment to support ongoing operation, recording, and storage in the event of power loss • A series of devices (motion, video/photo, pressure, DVR, etc.) to continuously detect and monitor all activities including unauthorized intrusion (alarm/surveillance system) • Dedicated DVR storage enclosure • Fire and smoke detection / alert / suppression systems • Exterior lighting- commercial HPS/MH/LED lighting, adequate to fully illuminate access points, walkways, and parking areas; timed/photo-sensed for sunset and sunrise Preventing the Diversion of Cannabis to Minors Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 20 We understand that the potential diversion of cannabis to minors is a major concern of the Nantucket community, and we will take steps to ensure the prevention of this aspect in multiple operational categories. These include: • Education for the staff and patients regarding the potential hazards of youth cannabis use • Outreach to youth-oriented programs and addiction centers • Branding and packaging that hold no similarity to products seen as enticing to children • Product development plans which exclude any items that are enticing to children • Child-proof packaging and packaging meeting ASTM standards to prevent accidental exposure • Policy prohibiting loitering, on-site consumption and diverting products in any way, and termination of membership as well as criminal prosecution as the consequence of violating these policies Initial Access Controls In order to prevent unauthorized persons or minors from obtaining products, Mass Medi-Spa will utilize preliminary identification and verification procedures to control access. Unauthorized persons cannot just walk into the facility as they might enter, for example, a liquor store. The establishment is designed to prevent access by anyone other than authorized customers 21 years of age or older, registered patients, staff, and approved visitors. Vendor and staff entry occur exclusively through the back entrance, which is monitored by security and controlled by card access. All public entry occurs exclusively through the front entrance, via a two-door waiting area that also functions as a man-trap. Upon entry into the waiting room, all public visitors are greeted by security personnel and reception personnel. Security personnel are trained to visually inspect all public visitors and be alert to any suspicious behaviors or warning indications. Visitors will be asked to approach the greeting window to present their government-issued photo identification and, if applicable, Medical Use of Marijuana Registration Card to reception staff. Once these are verified, the visitor is asked to sit in the waiting room until the retail floor is ready to accept another customer; the security officer will then unlock the dispensary door and direct the patient or customer inside. Any visitor who cannot provide the appropriate identification will immediately be directed to leave the premises. The dispensary door will not be unlocked while any unverified visitor is in the waiting room. Inventory and Sales Control Our team has implemented a stringent control system that will be put in place via: a point of sale/inventory tracking system; tools and form for accounting and verification; and tasks and processes that will ensure accountability at every stage through the product chain. Our team will implement a Cannabis Control Commission-approved industry management database system called 365 Cannabis. 365 Cannabis is a leading cannabis seed-to-sale point-of-sale system and has been used by many companies across the United States. 365 Cannabis has a full integration to the Commonwealth’s Virtual Gateway system (Medical) and Metric (Adult use) which will track customers sales and purchase limits. This system will allow our team to strictly enforce the customer purchasing limits as established by the Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 21 Commonwealth. Additionally, these purchasing limits will be communicated to each customer verbally during orientation and through our customer education materials. Odor Control The community and anyone standing outside of the facility will not be able to detect any exterior cannabis odor. Our center will use a combination of state-of-the-art odor control methods to “scrub” the air free of odor particulates in a way that is natural and does not produce harmful byproducts, along with packaging and storage systems and overall facility design to ensure the maximum elimination and reduction of on-site and off-site odors. Key features of our odor control system include: • Active Carbon filtration is commonly employed by cannabis producers / growers / dispensaries, as it has been shown as extremely effective in eliminating Cannabis, Cannabinoid, Terpene, and other associated odor elements while maintaining a natural, safe, effective solution. • An amount of air flow will be cycled through the activated carbon filters equal to roughly 6,080 cubic feet per minute (CFM), enough to cycle / scrub an entire 15,200 cubic foot facility in 2.5 minutes will be asserted various times throughout the day. • High volume, in-line fans can easily produce these metrics, while consuming only a few square feet, operating on a patterned method to save energy. Available Parking and Traffic Concerns Our dispensary has ample parking available for our customers, our staff and our neighbors. Customers will have access to off-street parking, as well as dedicated ADA compliant parking spaces. 39 spaces are located adjacent to the site. In the event we have a traffic issue, we will work with local authorities to mitigate traffic concerns, for example by hiring a parking attendant, leasing additional parking spots for overflow, hiring local police authorities or potentially going to an appointment only model if traffic is a problem. We are committed to being proactive with traffic management. The thoroughfare which serves our location is not expected to see any substantial increase in volume due to our operations, nor should overall traffic flow be impeded or affected by customers entering/exiting the facility parking lot. A number of public transportation options are available nearby, allowing access to customers without vehicles while reducing local traffic impacts due to our presence. Additionally, we intend to encourage an Employee Carpool Program to further reduce our traffic related and environmental impacts. Community Benefits and Impact We are dedicated to giving back to the community we call home. Our dispensary model includes the use of a Community Advisory Board, consisting of Nantucket’s most passionate residents, who will be responsible for cooperating with the local community to determine and implement the most beneficial use of donated funds and services. In order to ensure the full benefit to our community, we intend to engage, develop, and continue community outreach relationships and specific programs. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 22 Our founding team has a long history of community service involvement and has philanthropically donated to, and led, numerous organizations that support those who need it most. We wish to continue this positive contribution, and we aim to identify, operate, and serve in areas of our island community where we can deliver the most substantial economic impact. This will include direct monetary contributions based on sales benchmarks that have been allocated for community impact programs, and will include fundraising for and donating to specific groups, as well as the development of our own proprietary causes, designed specifically for the needs of our local community. We are especially committed to providing community benefit programming dedicated to addressing the opioid epidemic, substance abuse prevention, supporting Veterans and active service members, and meeting the specific needs of the patients in our local community. Mass Medi-Spa has existing relationships with a number of world class physicians and researchers through our advisory boards and management. Their work is dedicated to understanding cannabis’ benefits and reducing opioid dependence in several states. In addition to these advisors, Mass Medi-Spa has sought out local partnerships to ensure that we are meeting the needs of our local patients and community. Opioid Epidemic and Addiction Research “An Observational, Prospective, Multicenter Study of the Effectiveness of Medicinal Cannabis in Reducing the Opiate Dosages Used in Pain Management Treatment: A Comparison of Pain Levels, Functioning, Quality of life, and Addiction Patterns.” Rationale, background information, and issue(s) intended to be studied: Under the guidance and supervision of our Medical Advisory Committee and Research Team, our research aims to analyze the effectiveness of medicinal cannabis as an aid to lower the dosage of opioid- based treatments in certified medical marijuana patients. Additionally, we seek to add to the existing body of research surrounding the “gateway hypothesis” as well as the “reserve-gateway-effect” by examining the relationship between the use of medicinal marijuana and the use of alcohol and other drugs by patients throughout their participation. We recognize that effective research into treatment outcomes will require the collection of vast data. The following describes how these data will be collected, aggregated, secured and utilized. We already have extensive experience in collecting electronic data from patients through an existing relationship with Dr. Burchman who has undertaken epidemiological research on the use of cannabis within the states of Vermont and Maine, looking at clinical diagnoses, clinician prescribing patterns and costs. Veteran Specific Access Our team has partnered with a group called Veterans For Cannabis (VFC), which is a group working to improve cannabis categorization and education so veterans can improve their lives. VFC’s vision is a world where the suffering of those who served our country can be mitigated by treatment that does not further damage their bodies, minds and lives, or cause the death of more than 50 Veterans a day from Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 23 suicide and accidental overdose. VFC’s mission is to reduce deaths associated with accidental overdose from prescription pain medication and overall suffering associated with PTSD and chronic pain in Veterans and all patients through the distribution of highest quality DNA-sequenced CBD oil. In addition, we will provide Veterans for Cannabis a platform to reach out to Veterans in our local community through education and in support we will provide a donation to this group. We will invite veterans to join our team through employment opportunities for security, reception, technicians and any other positional opportunity. Environmental Impact Reduction In order to responsibly operate while acting to best serve the Nantucket community, we have applied an in-depth understanding of the potential and concurrent impacts of indoor commercial cannabis cultivation, processing, and dispensing, and developed a series of environmental impact reduction techniques, technology applications, practices, and outreach programs which serve complimentary to our goal of community mindedness and continual improvement. The environmental impact reduction programs include the following: • Environmental Impact Assessment and Goals • Program Structure and Frequency • Environmental Impact Minimization • Internal and External Programs & Contributions • Additional / Future Concepts • EPA ‘WaterSense at Work’ reduction, conservation, and utilization guidance Our operational plans and goals include a number of best practices, techniques, and methodologies to reduce our environmental impact, while maintaining full compliance with any and all relevant rules and regulations for the Commonwealth of Massachusetts and Town of Nantucket. These include: Practices and Methodologies • Preemptive solutions / environmental controls o ‘Green’ sanitation & cleaning practices o Quality assurance assessment at all stages of cultivation o Clean-room separation from sensitive area access with Air-shower usage o Employee / sensitive area access wardrobe requirements o Electricity consumption reduction techniques & efficient space design o Proper disposal of lighting related toxins (mh / hps bulbs) o Organic nutrient & pest/crop solutions o Minimal water usage & minimal nutrient wasting o Maximizing usable products / minimizing waste • Equipment, Usage, and Technology o High efficiency equipment and environmental practices o Office related o Agriculture related Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 24 o Transportation (Traffic, Employee, Patient) related • Internal and External Programs & Contributions o Recycling program / waste minimization o Road segment/ rest-stop sponsorship program o Rainforest protection / local carbon reduction sponsorships o Compost / waste usage program • Additional / Future Concepts o Solar panels o Bio-diesel and/or electric vehicles o Consideration of LED systems as technology improves o Commitment to continual improvement Treatment of Wastewater In order to maintain an eco-friendly relationship with our beloved island of Nantucket, and in order to meet and exceed wastewater and other waste regulatory codes, we’ve developed an in-depth approach to issue. The designated facility and operations manager will hold the responsibility of coordinating, executing, acquiring technology, and delegating the accompanying matters to achieve our goals. This person will also be responsible for monitoring waste water content levels, automated equipment for monitoring, coordinating with disposal service providers, recordkeeping, and determination of suitability for the given disposal method as defined per CMR and EPA statutes and guidelines. Regarding Cultivation Any wastewater will be processed internally for re-use as much as possible, and if declared unfit will be cleansed as much as possible before being sent to drainage, or to an above-ground holding tank for disposal by an approved remediation service. It is anticipated that the wastewater quality will fall within the limits of domestic waste. Also note that our highly efficient cultivation systems re-utilize 85-95% of input water. Above-Ground Wastewater Holding Tank In order to contain wastewater from cultivation, extraction, or other processing and manufacturing which does not meet the preliminary exemption or quality standards for discharge, we intend to purchase, install and utilize an above-ground holding tank, to be emptied and disposed of / recycled by an approved provider. Disposal of Liquid and Chemical Waste We intend that any wastewater from cultivation, extraction, or other processing and manufacturing which does not meet the preliminary exemption or quality standards for discharge, as well as any hazardous or non-hazardous liquid or chemical waste will be collected and disposed of by a Centralized Waste Treatment (CWT) Facility permitted by the Department under 314 CMR 7.00: a full service “hazardous waste disposal company that specializes in the disposal of chemical waste, flammable liquids (Class 3)” “as well as other types of hazardous wastes requiring special removal, transportation, and Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 25 disposal” in full compliance with local, state, and federal regulations. Waste will be collected and stored per our operations manual including safety data sheets, protective equipment usage, and chemical storage area usage of the facility. Maximum anticipated waste generation is >30 gallons per month, which will qualify the facility as a Small Quantity Conditionally Exempt generator under the Resource Conservation and Recovery Act. Waste will be accumulated until up to 55 gallons is collected, at which time it will be disposed through a Treatment, Storage and Disposal facility. All hazardous waste solvent will be managed according to sections 3001—3024 of the Resource Conservation and Recovery Act of 1976. Site Summary Our goal is to create an environment that exudes professionalism, will help build community confidence, and serve as a standard for any similar facilities. We have committed significant resources into designing an aesthetic that puts our customers into an atmosphere of trust and a relaxation in a well-appointed, relaxing interior. The facility will be located in an area that meets Commonwealth requirements for distance from schools, churches, and child-care centers, and in full cooperation with all Town of Nantucket zoning regulations and approval. The façade blends into and is consistent with island aesthetics and is intended to be indistinguishable from any other buildings in the area. The cultivation and processing areas, while attached to the overall structure, will also meet our exterior aesthetic standards. No plants, equipment, or processes will be visible from the exterior. We have secured a location that we believe will be an ideal location for our facility and the community we serve, which is central to the Nantucket community and does not encroach on any sensitive or family-oriented sites. Ensuring that our location meets all state and local requirements is paramount, along with ensuring the facility meets and exceeds the imagery and quality of nearby retail and high-end design standards. Example photos of cultivation, processing, and dispensary facilities are included below: Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 26 Fig. 1: An example cultivation facility flower room Fig. 2: Example extraction/ processing equipment used to extract cannabis oil Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 27 Fig. 3: Example dispensary design rendering Fig. 4: Example dispensary design rendering Estimated Local Job Creation This project will directly and indirectly create sustainable income initially, and permanently for a number of residents, local contractors and service providers. At full capacity we expect to hire between 27-30 employees made up of local residents. Please also note the communal economic gain of well compensated employees that have year-round employment and income which meets or exceeds current average ‘per capita’ income rates based on the most current demographic data. These employees will also receive full benefits for medical and dental needs along with their families. The summary of potential job growth is as follows: Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 28 Outside service providers such as landscaping, maintenance, contractors, ancillary services, etc. will be sourced from within the Nantucket community to the extent practicable. Sample Annual Tax Revenues This summary reflects revenues for Town of Nantucket, based on a potential 3% local tax rate on all sales. The combined National average spend rate is approximately $50.00 per person per visit, with medical patients averaging 1 visit per week. Retail (Adult-Use) sales are slightly higher at $65-75 per customer, with a non-habitual visit pattern as many adult-use customers are expected to be visitors to the island. 20 18 16 14 12 10 Minimal Dispensary Based Job Creation Ability Combined Production Center and Dispensary Based Job Creation Ability Initial Phase Ramp-Up Phase Full Operating Capacity Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 29 Note: Estimates are based on conservative patient and customer capture rates at (national) average purchase values per visit and on traffic averages that do not account for seasonal increase or decrease in overall traffic. Customer/Patient Amount Anticipated Gross Anticipated Annual Gain 20 per day $365,000 $10,950 49 per day $816,000 $24,480 76 per day $1,387,000 $41,610 103 per day $1,879,750 $56,392 Market Analysis Our financial and traffic projections are based on statistical trends from the industry, qualifying patient statistics, average spend and market capture rates, which we have assessed and determined a conservative series of estimates thereof. We anticipate an increase in traffic as the social paradigm shifts towards cannabis acceptance as it has in other states with medical and adult-use cannabis programs, and as more doctors begin to become educated in cannabinoid therapies and become certified to write recommendations. Over the next five years, the industry will continue to benefit from increasingly favorable attitudes toward medical cannabis-based treatments. Additionally, the industry will be led by the growth in demand for recreational cannabis. The Medical and Recreational Cannabis Growing industry is expected to grow at an average annual rate of 31.4% over the next five years, placing national industry revenue at $7.4 billion in 2020. National Average Consumption Rate (by product category) 0 10000 20000 30000 40000 50000 60000 Low Patient Count Intermediate Patient Count Mean Patient Count High Patient Count Tax Gain at 3% Tax Gain at 3% Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 30 • Flower 45% • Concentrates 30% • Edibles 15% • Topicals, tinctures, capsules, patches etc. 10% Patient / Retail Customer Capture Rate We expect an initial 0.002 medical patient capture rate, and a 0.01 - 0.015 retail customer capture rate of the overall population, given proprietary data and national averages comparable to Massachusetts qualifying conditions, social climate, and term of the medical/adult-use cannabis program. We expect this to grow by 0.0005 to 0.001 annually for 3-5 years, with an annual growth rate of 0.001 – 0.0015 thereafter. • Nantucket Overall Population: c.11,200 (off season) to c.55,000 (summer residents) o Per the 2017 U.S. Census Bureau • Nantucket Annual Visitors: 400,000+ • Expected Capture Rate (ECR): Average Qualifying Percentage of Population vs. Social Factors o ECR (medical patients) = 0.002 § Initial Patient Estimate (@.002) = 22 off season / 110 summer o ECR (adult-use customers) § Initial Adult-Use Estimate (@ .01) = 4,000 retail customers annually, primarily anticipated during summer months Demographic Overview: Nantucket1 Nantucket Domestic Economic Impact on Massachusetts Counties, 2012-2016: • County Expenditures ($ Millions): 169.35 • Payroll ($ Millions): 38.68 • Employment (Thousands): 1.08 • State Tax Receipts ($ Millions): 5.45 • Local Tax Receipts ($ Millions): 6.08 In FY2017, there were 24.2 million total domestic visitors to Massachusetts. Visitors from New England and the mid-Atlantic states (NY, NJ, and PA) accounted for 75.4% of all domestic person trips to the state. The largest state source of visitors was Massachusetts residents themselves, 7.8 million person trips, 32.3% of all domestic trips; followed by New York state with 3.1 million person trips, 12.9% of trips; and Connecticut, 2.0 million person trips, 8.5% of trips. The definition of a visitor is one who travels 50 or more miles one way or who stays overnight in paid accommodations. Nantucket Room Occupancy Tax Collections by County, FY2017: • Local Collections ($000): $3,498 1 Source: Massachusetts Office of Travel and Tourism, accessed December 2018 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 9 31 • Share: 1.7% Nantucket Census Information, FY2017:2 Population Nantucket (Town) Population estimates, July 1, 2017, (V2017) 11,229 Population per square mile, 2010 226.2 Income & Poverty Median household income (in 2016 dollars), 2012-2016 $89,428 Per capita income in past 12 months (in 2016 dollars), 2012-2016 $46,009 Persons in poverty, percent 10.3% Health With a disability, under age 65 years, percent, 2012-2016 5.9% Persons without health insurance, under age 65 years, percent 6.6% Population Characteristics Veterans, 2012-2016 558 Age and Sex Persons under 5 years, percent 5.1% Persons under 18 years, percent 19.9% Overall Goal Summary The Mass Medi-Spa team’s primary goal is to provide high quality, trusted products and customer- oriented service. We believe in client-focused decision making in everything we do, from the products we offer to the way we reach the people in Nantucket community. In order to ensure our mutual successes, we will be committed to first-class customer service, the highest quality products, maintaining compliance, and effectively capturing the existing and future market share while also generating a positive image and impact for our local community. This is carried out through strict protocol, high quality training, and constantly improved operating procedures. Quality service, competitive pricing, sound business practices, a safe environment and attention to detail shall always be top priority. 2 Source: U.S. Censure Bureau, accessed December 2018 Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 10. Plan for Employee Staffing Plan for employee staffing – number and type of jobs created, expected wage range, and potential benefit to the town; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 10 1 MMSI Employee Staffing Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment This document describes the anticipated employee staffing needed for our Nantucket operations, including a list identifying the total proposed personnel required for operations during low and high season and an overview of job responsibilities. This proposed staffing plan is intended to be a living document, reviewed at least annually and updated as needed. Overview Mass Medi-Spa has prepared an elaborate pro-forma and staffing plan. The level of staff will be proportional to the level of activity and business needs. Mass Medi-Spa will hire qualified talents for its three departments: • Cultivation / Processing o Cultivation Manager o Processing & Manufacturing Manager o Cultivation Tech o Lab Tech x2 • Dispensary o Dispensary Manager o Dispensary Techs x 2-5 o Administrative, Security, and Management. o C-Suite: CEO, COO, CFO & CSO o Security Director o Compliance Officer o Community Impact Manager MMSI is committed to hiring local Nantucket residents to run the on the ground day-to-day operations. We will do this through a number of avenues including using local connections with affiliated parties and holding job fairs on island. We feel it is important to keep our roots local when hiring out our team, allowing our company to stay connected to the true “pulse” of the island and already has relationships with many of our customers. It is not our intention to be like other larger companies on the island which bring staff over from the mainland in the summer season to meet business demands – we will hire from on island. While we will have some shared resources from off island – including training, marketing, etc – all day-to-day staff will be on-island residents. We plan on holding a job fair soon prior to opening to being getting a potential employee pool and make sure the employees meet our needs. We will perform hiring in a phased approach to meet the demands of opening our operations. One of the most important positions we will be hiring is the Community Impact Manager. This position will work directly with the BOD, Advisory board and HR Manager to facilitate partnerships with local individuals and groups. This person will be holding the job fair and will utilize their relationships to help staff the company. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 10 2 Using our Advisory Board, Community Impact Manager and HR Manager, collectively will make up our Hiring Committee who will determine wages for our staff. We understand wages are different in different parts of the country and understand the Nantucket market may have different demands and requirements, which is why we are using the local hiring committee. We will work with our group to determine wage ranges for each of our positions depending upon past working experience and history. We offer very competitive wage rates (see below) and company subsidized benefits including health and dental insurance. Mass Medi-Spa could hire over 8-12 FTE employees within its first 12 months across 3 departments and 27-30 FTE employees during the high season of activity depending on the time of year. The first phase of hiring would include the Administrative, Security and Management team that will oversee the initial company ramp-up, followed by a cultivation and processing team, and finally by the dispensing team. Mass Medi-Spa does not intend on hiring volunteers at this point, but will hire out additional staff as needed for high season operations. All staff members will be registered employees, paid every other week through a standard payroll system and will have access to employee benefits including company subsidized health and dental insurance, as well as an Employee Assistance Program. Mass Medi-Spa will also pay all usual taxes, and worker’s compensation insurance. More benefits will be added and then offered to the employees in the future as they become available, such as fully vesting matching retirement contributions for each eligible full-time employee. The staffing assumptions are based on a 35-day hiring process, including a detailed online application, phone and face-to-face interviews and federal, commonwealth and local background checks. An HR Manager will coordinate the process in accordance with Massachusetts marijuana regulations. This will include being background checked by the Commonwealth of Massachusetts using CSI Background Screening who will coordinate the background checks. MMSI will ensure that the team will have the appropriate skills and experience to perform their jobs successfully, offering training or support needed in order to succeed. Mandatory training will include but not limited to Massachusetts Commonwealth law regarding cannabis as well as training on cannabis basics and company protocols, protected health information training (PHI), security and safety protocols, confidentiality policy, MMSI code of conduct and sexual harassment policy. Skills will be assessed, and all skill gaps will be addressed. Job responsibilities are tailored based on life cycle phase and actual staffing needs. It is quite common for multiple roles to be assigned to a single position. The job description will list the responsibilities and requirements for the functions as being assigned to a single position. The initial employee intake will include training and issuance of a badge as well as review of employee handbook and other documents necessary for the employee to perform and other appropriate rules and standards. Initial Staffing Plan FTE Totals by Department Year 1 Year 2 Year 3 Administration 4 6 8 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 10 3 Cultivation / Processing 2 6 10 Dispensary 3 5 9 Total 9 17 27 Administration / Security / Management: (not including C level staff): 9am-6pm (with constant monitoring for compliance, security, surveillance); 4 FTE employees through phase 1; up to 8 during phase 3; 3-5 contractors for service, security etc. Cultivation / Processing: (not including C level staff): 9am – 7pm (with constant monitoring for crops, security, surveillance); 2 FTE employees during phase 1; up to 10 through phase 3 Dispensing: (not including C level staff): 9am-7pm 3 employees during phase 1; up to 9 through phase 3 Position Descriptions MMSI Executive Management Team This team will serve all Mass Medi Spa operations across Massachusetts and are committed to 0.5 FTE equivalency time to manage licensed cannabis operations on Nantucket. Chief Executive Officer (FT equivalency, exempt position) will directly implement and oversee on a day- to-day basis the practice, mission and strategic vision. This person will provide the necessary leadership relating to the daily execution of operational matters. Functional managers will report to this position. This position will report to the Executive Management Board. Chief Financial Officer (FT equivalency, exempt position) will oversee budgeting and financial affairs, administrative management, compliances and IT. The CFO will report to the Executive Management Board. Chief Operating Officer (FT equivalency, exempt position) will oversee all employee positions, general operations and internal affairs, administrative management, compliances and IT. The COO will report to the Executive Management Board. Chief Financial Officer (FT equivalency, exempt position) will oversee budgeting and financial affairs, administrative management, compliances and IT. The CFO will report to the Executive Management Board. Chief Security Officer (FT equivalency, exempt position) will oversee the security team and perform and/or comply with rules and regulations. The CSO will report to the Executive Management Board. Nantucket Management & Operations Team This team will exclusively serve Nantucket operations, and will be hired at either FTE or PTE equivalency as needed for each departments’ respective operations. This team will report to the Executive Management Board and the Local Advisory Board. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 10 4 Cultivation & Processing Cultivation Manager - $40,000 – 60,000/Salary (FT equivalency, exempt position) will oversee the Cultivation team to produce cannabis material for processing and manufacturing and perform and/or comply with rules and regulations as well as supervise quality control and manage testing plan. Cultivation Tech - $12 - 20/hr (PT/FT equivalency, non-exempt position) will support the Cultivation Manager in all cultivation operation and comply with rules and regulations to ensure quality control Processing & Manufacturing Manager - $40,000 – 60,000/Salary (FT equivalency, exempt position) will oversee the Processing, Manufacturing, and general lab team and perform and/or comply with rules and regulations as well as supervise quality control and manage testing plan. Lab Tech - $12 - 20/hr (PT/FT equivalency, non-exempt position) will support the Processing & Manufacturing Manager in all processing, manufacturing, and general lab operations and comply with rules and regulations to ensure quality control Dispensing Dispensing Manager - $40,000 – 60,000/Salary (FT equivalency, exempt position) will oversee the Dispensing team to package, label and dispense cannabis products and perform and/or comply with rules and regulations as well as supervise quality control and manage testing plan. Duties include receiving and checking in (and weighing for accuracy) cannabis products; entering inventory data into system; maintaining an accurate count of inventory by performing inventory control. Dispensary Tech - $14-20/hr (PT/FT equivalency, non-exempt position) will support the Dispensing team to package, label and dispense cannabis products and comply with rules and regulations to ensure quality control Administration, Security & Management Security Manager $40,000 – 60,000/Salary (PT equivalency, non-exempt position) will oversee the Security team to ensure security throughout all licensed facility operations and perform and/or comply with rules and regulations as well as supervise compliance, recordkeeping and reporting activities. Security & Compliance Officer - $40,000 – 60,000/Salary (PT/FT equivalency, non-exempt position) reports to Chief Security Officer. Provide services for the licensed facility in connection with personal safety and crime-prevention techniques, transportation of medical cannabis, storage of usable medical cannabis, use of safety and security systems, provision of physical security in general. Will assist as Driver for transport and delivery goods between different locations in a safe, courteous, and timely manner. Community Impact Manager - $40,000 – 60,000/Salary (PT/FT equivalency, exempt position) Works with internal team and the Community Advisory Board to facilitate partnerships and alliances with local individuals and groups; Researches companies and organizations for partnerships and develops relationship opportunities; Works with organizations and neighborhoods in the community to meet the needs of the population; Speaks publicly at events on behalf of MMSI; Monitors MMSI’s progress in community relations; Collaborates with HR ; Plans community events with MMSI’s Community Engagement Manager. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 11. List of Locations List of locations where applicant already has establishment(s) in other Massachusetts communities or has pending applications. List of locations in other states where applicant has applied for or has secured licenses or permits to operate adult use retail or medical dispensary locations; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 11 1 MMSI Application & License Details Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Mass Medi-Spa, Inc. has applied for the following licensure in the Commonwealth of Massachusetts: Jurisdiction Type of Licensure License Number Dates License Held Date License Applied For Business Name and Physical Address State: Commonwealth of Massachusetts Municipality: Norwell Provisional RMD Certificate for Dispensary, Cultivation and Processing n/a 6/30/2016 to present 6/29/2015 Mass Medi-Spa Inc. 26 Brookside Dr. Feeding Hills, MA 01030 State: Commonwealth of Massachusetts Municipality: Nantucket Provisional RMD Certificate for Dispensary, Cultivation and Processing n/a 3/10/2017 to present 6/29/2015 Mass Medi-Spa Inc. 26 Brookside Dr. Feeding Hills, MA 01030 State: Commonwealth of Massachusetts Municipality: Norwell Cannabis Control Commission / RMD Priority Registration RFP201967 5/1/2018 to present 4/11/2018 Mass Medi-Spa Inc. 26 Brookside Dr. Feeding Hills, MA 01030 State: Commonwealth of Massachusetts Municipality: Nantucket Cannabis Control Commission / RMD Priority Registration RFP201967 5/1/2018 to present 4/11/2018 Mass Medi-Spa Inc. 26 Brookside Dr. Feeding Hills, MA 01030 Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 12. Plan for Continuous Local Supply Plan demonstrating an ability to grow marijuana products locally and maintain supply of locally grown product for sale; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 12 1 MMSI Plan for Continuous Local Supply Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Introduction Mass Medi-Spa is committed to offering a continuous supply of high quality, safe, and consistent cannabis and cannabis products year-round to the island of Nantucket. We’ve anticipated the challenges surrounding a limited supply chain due to geographic and waterway restrictions for cannabis transport, limited access to local and craft growers, and the summer seasonal influx of residents and tourists. An inability to meet demand due to limited resources would be a failure and a disservice to the patients, community, and visitors of Nantucket. Mass Medi-Spa has fulfilled its goal to secure adequate financing, expertise, and a location with a cultivation facility large enough to ensure we can meet and exceed the expectations and cannabis needs of the Islanders. Experience Our expert management and consulting team has experience with cultivation, processing, dispensing and logistics of the seed-to-sale process, with input from long time industry leaders with international acclaim, with varied backgrounds including research, patient care, site and product development specific to the cannabis industry in the nation’s most highly regulated states. Mass Medi-Spa will utilize this knowledge and know how to be up and running as soon as possible, and to ensure a successful, compliant, quality-oriented approach. Adequate Resources The Mass Medi-Spa team understands that substantial funding will be necessary to build first class facilities. As of the date of this submitted proposal, Mass Medi-Spa has secured at least: • An initial funding commitment of $8,000,000; and • A location for cultivation, processing, and dispensing facility spaces with ample room to meet production and retail needs The funding will enable Mass Medi-Spa to cover start-up expenses such as security equipment, technology, cultivation/processing equipment, site build-out and staff; post start-up operational expenses; and incur any ramp up period costs until market viability or crop failure scenarios. At the same time, with adequate cultivation space, Mass Medi-Spa will have sufficient space to meet future increases in demand without having to secure zoning variances or other special permits. Along with the expected seasonal influx of residents and tourists to the island, significant increases in demand appear to be inevitable in the future due to shifting social and cultural climates as the cannabis industry becomes more and more a part of everyday life. Mass Medi-Spa has the necessary resources - financial, expertise and building space to keep up with any such increase in demand. Appropriate Facilities Mass Medi-Spa will cultivate its cannabis in a state-of-the-art center, featuring mother and clone rooms, a vegetative growth phase room, with staggered–cycle flower rooms, dry room and packaging room. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 12 2 The center features automated lighting, supplemental horticulture and dedicated propagative lighting, full environmental controls, and is capable of sustaining a consistent supply of cannabis for the facility’s needs. This will allow Mass Medi-Spa to create a systematic perpetual cycle, yielding a large-scale harvest every two to four weeks. Based on the current estimated average, Mass Medi-Spa will be able to provide a steady supply of inventory immediately after its first harvesting cycle. We have the resources to secure the finest extraction and product development equipment available, and to perform any necessary building development to accommodate it. We also utilize in-house testing with the highest caliber equipment as a preliminary precaution and quality control in tandem with required compliance testing. Anticipated Consumer Metrics and Expected Seasonal Influx Our facility will allow us to not only meet the initial demand but also grow with consumer needs, even at the maximum allowable purchase limits for medical patients or adult-use customers. By anticipating an influx of summer month consumers to the island, we can easily meet and exceed production needs in the preceding months and safely store products for future use (utilizing our quality assurance and shelf- life testing capabilities) as our production cycle replenishes. Through continuing education and improved growing techniques, the number of patients and customers who will be able to grow will increase as well and our operations will be able to handle and expand based on the demand and needs of the program over time. Patient / Retail Customer Capture Rate We expect an initial 0.002 medical patient capture rate, and a 0.01 - 0.015 retail customer capture rate of the overall population, given proprietary data and national averages comparable to Massachusetts qualifying conditions, social climate, and term of the medical/adult-use cannabis program. We expect this to grow by 0.0005 to 0.001 annually for 3-5 years, with an annual growth rate of 0.001 – 0.0015 thereafter. • Nantucket Overall Population: c.11,200 (off season) to c.55,000 (summer residents) o Per the 2017 U.S. Census Bureau • Nantucket Annual Visitors: 400,000+ • Expected Capture Rate (ECR): Average Qualifying Percentage of Population vs. Social Factors o ECR (medical patients) = 0.002 § Initial Patient Estimate (@.002) = 22 off season / 110 summer o ECR (adult-use customers) § Initial Adult-Use Estimate (@ .01) = 4,000 retail customers annually, primarily anticipated during summer months National Average Consumption Rate (by product category) • Flower 45% • Concentrates 30% • Edibles 15% • Topicals, tinctures, capsules, patches 10% Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 12 3 Genetic Library and Development We intend to utilize an array of cannabis genetics, with diverse profiles regarding both THC or CBD dominance as well as Indica, Sativa, and Hybrid characteristics. This will allow us to create a full spectrum of products based on Cannabinoid and Terpene profiles, allowing us to serve patient’s and customer’s needs efficaciously by creating consistent product formulations. Our Cultivation Manager will monitor success rates, viability, and phenotypic variation, and ensure that only the most successful lineages are preserved. Upon selecting genetic distinction and success rates, new plants will be created by ‘cloning’ procedures from original ‘mother’ plants to preserve their genetically unique traits. Upon discerning that a mother plant has begun generating lower hormone levels and/or beginning to mutate, it will be destroyed with a new mother taking its place. Mass Medi-Spa understands that each strain of flower cultivates under specific growing conditions. Mass Medi-Spa will be able to create growing conditions to optimize strain quality and yield. Given the size and equipment of the Cultivation Center, Mass Medi-Spa can be deliberate in strain assortment to select a variety of strains which will be most beneficial to our patients underlying conditions, and customer’s desires. Mass Medi-Spa will have an offering of a wide selection of strains, with at least 12 to 15 strains after year one, depending on the demand and needs. Our team will continue to monitor and evaluate our genetic library over time. Mass Medi-Spa will monitor inventory levels and create an inventory forecast by strain. This forecast will be made by estimating yields based on historical yields of Mass Medi-Spa’s plants. Data collection is extremely important in this process. Data will include, but not be limited to, yields per plant and strain, yield from harvest to how much product makes it into the package, fine-trimming time and number of finished items produced. Based on this information, Mass Medi-Spa will be able to analyze and build forecasts to ensure each strain has proper supply. The production forecast will help prepare the harvest cycle as well as informing our patient base of future availability. Mass Medi-Spa realizes it’s important to maintain adequate levels in stock, but it is equally important to not over produce to create a lower quality product. Mass Medi-Spa will also monitor inventory’s aging to ensure that stocks are rotated regularly and thus only the freshest medicine is made available. Contingency Planning and Logistics Mass Medi-Spa understands it is dealing with an agricultural product and crop failures may occur for a variety of reasons. A typical cannabis plant takes approximately three months to cultivate. To offset these risks, Mass Medi-Spa will strive to maintain at least three months’ worth of back stock inventory at the Center of each strain to maintain supply in the event of crop failure. While cultivating cannabis is extremely important in the process of maintaining continuous supply. It is equally important in the logistics of transferring inventory to the dispensary. In order to maintain continuous levels at the dispensary, the entire cultivation and production team will work together to deliver the appropriate finished goods. Using Mass Medi-Spa’s real-time inventory system, the team will evaluate need and the appropriate inventory order will be placed to be prepared, labeled, recorded and transferred. The Compliance Officer will be working with the logistics team to transfer the product to the dispensary. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 12 4 Mass Medi-Spa has the resources, as far as talent acquisition, financial and technical expertise, operation experience and building space, to handle any significant increases in patient demand for the foreseeable future and make this project a success for the entire Community of Nantucket. Processing Medical Cannabis In order to create the highest quality products with consistent results, our starting plant material must be homogenized; the first step of which is flash-freezing by liquid nitrogen in a commercial immersion freezer. This will make the plant material brittle, and it will crumble easily when ground. By grinding the material, we maximize the surface area to ensure that a maximum amount of plant material is exposed to the extraction solvent. This will maximize our yield of cannabinoids. Preparation for Extraction Extraction technician will: • Perform a visual check to ensure machinery is cleaned and working properly • Prepare equipment based on which extraction method is chosen • Consult the manual’s instructions pertinent to chosen extraction method • Start machinery and monitor its gauges throughout extraction process • Shut down the machinery at the appropriate time and deliver extracted material to the refinement technician • Thoroughly clean machinery and prepare for next extraction Solvents and Workplace Safety Bulk chemicals such as Hydrocarbons and CO2 will be stored in a marked and locked flammable cabinet outside of the facility. Small storage tanks containing 5 gallons/5 pounds or less of hydrocarbons, ethanol alcohol, and isopropyl alcohol (cleaning) will be kept in a marked and locked flammable cabinet inside the facility. Fire Department will suggest a maximum amount of chemical solvents to be allowed inside the facility at once based on size, which we will set as a standard. All Material Safety Data Sheets will be available in a folder located adjacent to these flammable cabinets, as well as on site juxtaposed to each piece of machinery which involves that specific chemical. All chemicals will be properly labeled to GHS/HCS OSHA standards. Personal Protective Equipment, including Fire Retardant Clothing, Safety Glasses, Hair nets, Dust masks, etc. will be worn at all times in designated areas to ensure the safety of our team members. Gas detectors will be located in each extraction area which uses a solvent. Hydrocarbons (Butane/Propane), CO2, Water, and Ethanol are all chemical solvents used in the production of different items in our facilities. Each solvent interacts with raw plant material in a different way and produces its own unique result. Solvent Purity Compliance Officer and reporting Chief Operating Officer (COO) will ensure that the solvents will be at least 99 percent pure. We will select a 99.9% pure solvent provider, and will maintain this standard for all solvents used. All solvents shall regularly be inspected, with residual/process validation for ensuring ongoing purity and performance. H2O extraction (and ice): performed with reverse osmosis (and filtered) water to ensure purity. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 12 5 Closed-Loop Extraction Systems We will require the use of solvents in a professional grade, closed-loop extraction system designed to recover the solvents. Mass Medi-Spa has selected closed loop hydrocarbon and CO2 extractors which: • Pressurized Closed Loop reclaims extraction system Made from (at minimum rating) Sanitary 316L surgical stainless steel. • Recovers Up To 99% of Solvents through closed loop extraction • Remove 'Mystery Oil' and contamination from dirty solvents • No open gases • Environmentally friendly • Certified, Assembled & Tested • Recovery & Gauge Manifold • View Port Sight glasses for Base • Operation training • Operation Manual • Recovery Pump (CPS TRS21, Haskell Model 59025 or EXT420) • 1/4" line Filter-Drier • Stainless Steel Condensing Coil or Molecular Transformator (CPS MT69) & additional 1/4" Teflon lined stainless steel braided hose • 50# Refrigerant Recovery Tank • Refrigerant Scale • High Vacuum Pump • Teflon lined stainless steel braided hoses • Gas leak detection equipment Workplace Safety Our methodology will require work in a spark-free environment with proper ventilation. Spark-free tools and equipment shall be utilized per best practices. At minimum, the following OSHA standards shall be implemented as applicable: • Control System A (3.8.12.1) 1-Ducts and all metal hatches constructed of metal; 2-Able to withstand maximum deflagration pressures. • Control System B (3.8.12.2) 1-Metal Ducts protected by a LISTED EXPLOSION SUPPRESSION SYSTEM that is able to withstand maximum deflagration pressures. • Control System C (3.8.12.3) 1-Metal Ducts located INDOORS; 2-Equipped with DEFLAGRATION RELIEF PIPES less than 20 feet length; 3-Extending to safe areas outside of building; 4-Able to withstand maximum deflagration pressures. • Control System D (3.8.12.4 1-Metal Ducts located INDOORS; 2-equipped with deflagration relief vents EXHAUSTING THROUGH LISTED FLAME QUENCHING DEVICES; 3-Able to withstand maximum deflagration pressures. • Control System E (3.8.12.5) 1-Metal Ducts located Outdoors; 2-equipped with deflagration relief vents; 2-Able to withstand maximum deflagration pressures. • Control System F (3.8.12.6) 1-Metal Ducts located Outdoors; 2-Having weaker construction permitted IF subject to a RISK ANALYSIS acceptable to the AHJ. 3.8.13 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 12 6 Pressure Ratings For CO2 extraction: the standard operating procedure requires every vessel be rated to a minimum of 900 pounds per square inch. Our tentatively chosen equipment manufacturer uses the following specifications: • 2-liter stainless steel vessel with id of 4’x6". Jacketed for heating/cooling, flanged at each end. • 2,000 psi rating a 5-liter oil separator with id of 2'X4". Jacketed for heating, flanged at each end. • 2-liter gas cleanup vessel with id of 2"x18". Jacketed for heating. 900 psi rating. For butane extraction: every vessel shall be rated to a minimum of 200 pounds per square inch. Our tentatively chosen equipment manufacturer uses the following specifications: • Polished Sanitary 316L surgical stainless steel. • 1000 PSI locking Valves • Deep collection tank for multiple column runs • Stainless Steel braided PTFE crimped gas hoses. • High quality pressure gauges • Static Pressure tested units 200psi In-House Quality Control/Assurance Testing Quality assurance and control measures as well as analytical chemical testing are essential to producing safe, consistent, products. We have allocated space and resources and have designed an in-house quality control testing laboratory to better help us meet the requirements regarding quality control testing and quality assurance for our products, patients and customers. For an in-depth overview, please reference our MMSI Plan for Testing Products for full details. Shelf Life and Expiration Dates For each cannabis product, samples will be tested and monitored for shelf life using accelerated and/or normal aging studies. Samples for each product line will be set aside for studies, stored either under normal storage conditions, or under accelerated aging conditions (higher temp, exposure to light and/or moisture). For each set, routine testing of cannabinoid profiles will monitor any deterioration of cannabinoids that may affect product efficacy and/or quality. Product lifetime and storage specifications can be determined based on these stability studies. Based on the experience of our expert consulting and management service, we find the shelf life of flower to be 6 months and concentrates to be one year. The testing procedures described in detail in the MMSI Plan for Testing Products will be used to confirm or modify this expectation. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 13. Support of Coop/Craft Grower Programs Summary of any support of coop/craft grower programs, if any; Mass Medi-Spa Inc. – Town of Nantucket Proposal, Section 13 1 MMSI Coop/Craft Grower Program Support Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment According to the Guidance on Types of Marijuana Licenses published by the Massachusetts Cannabis Control Commission reflecting the regulations unanimously approved on March 6, 2018 (935 CMR 500.00) a Craft Marijuana Cooperatives is a type of Marijuana Cultivator which may cultivate, obtain, manufacture, process, package and brand marijuana and marijuana products to deliver to Marijuana Establishments, but not to consumers, and must consist of: • Massachusetts residents who have formed a limited liability company, limited liability partnership, or a cooperative corporation; • A business may only have one Craft Marijuana Cooperative license; • Members of a Craft Marijuana Cooperative may not have a controlling interest in any other marijuana establishment; • A Craft Marijuana Cooperative is not limited to a particular number of cultivation locations, but is limited to a total canopy of 100,000 square feet and three locations for activities authorized for marijuana product manufacturers; • One member of the Craft Marijuana Cooperative must have filed a Schedule F tax form (reporting farm income) in the past five years. • The Craft Marijuana Cooperative must operative according to the seven cooperative principles published by the International Cooperative Alliance. Under the leadership of Dan LaMaitre, Mass Medi-Spa Inc (MMSI) will work with local growers to develop specific support programs for co-op and craft growers on the island. While this program is still under development, we are confident that we can work together to provide an innovative plan that incorporates both regulatory support and education to craft cultivators in exchange for a Supply Agreement with the right of first refusal on 100% of their production. This will provide local product and provides a revenue return to local growers, while maintaining compliance with all state and local regulations. By securing supply agreements with craft cultivators, MMSI will provide its patients with access to many strains which have not been yet available in the regulated market. MMSI craft cannabis program will offer significant value for future craft growers by providing a sales channel directly to consumers, with a health margin and local exposure. We are dedicated to supporting our local community through our significant resources and experienced team, and securing the confidence and trust of our local community. In particular, we are hoping to provide the following coop/craft grower support services: • By sharing resources and expertise with Craft Cultivators through education and other ventures. • By providing a marketplace for Craft Cultivator products in our retail space, to the extent allowed by developing state and local regulations. • By providing for a “Guest Grower/Craft Cultivator” program in our growing and retail spaces, subject to security, health, quality control, and other necessary regulatory compliance protocols. This program is intended to provide a bridge opportunity until a Craft Marijuana Cooperative can be permitted and established. • Brand exposure through our retail dispensary Mass Medi-Spa Inc. – Town of Nantucket Proposal, Section 13 2 • Regulatory support • Supply agreements with 100% ROFR with prices based on fair-market value Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 14. Community Benefit Plan Proposal for any additional community benefits, including non-monetary goals and local charitable benefits; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 14 1 MMSI Community Benefits Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment We at Mass Medi-Spa Inc (MMSI Nantucket) believe in supporting the physical, emotional and spiritual well-being of those who live and work within our island community. We welcome all of the healthcare organizations on island to share in a cohesive effort to promote wellness throughout Nantucket. Overview Our Community Health Initiatives take an educational-driven approach to healthcare. Our work and funded research addresses issues such as opioid addiction, depression, PTSD, and geriatric care, which are key concerns on the minds of the Nantucket community. Our vision includes assisting local health and support organizations (ASAP, Fairwinds, NCH, Nantucket Wheelers, Our Island Home) in helping them achieve their goals for a healthier Nantucket. Our Community Outreach Education Program will seek to assist all members of the community in understanding more about the positive effects of medical marijuana on patients with conditions that are certified for use by the Commonwealth of Massachusetts. Mission Statement Mass Medi-Spa is dedicated to the improvement of community health through leadership and effective partnerships to promote wellness. Our core values will assist the community in the highest degree to help educate the public on the medicinal uses of cannabis to help treat debilitating, progressive and chronic diseases. Objectives and Goals Our plan to give back to the Nantucket community is in two parts; first through the Host Community Agreement and secondly through our own Internal Community Health Initiative and giving program. We are committed to signing the Town Host Community Agreement as currently drafted. This would include an Annual Community Impact fee of 3% of revenues back to the town, an additional $25,000 for the purposes of funding substance abuse and mental health services, including, but not limited to school substance abuse and counselling services. In addition, there will be an annual $10,000 to the Town’s Scholarship Committee. These are all donations we are contractually committed to provide. Outside of this agreement, we take our Community Health Initiatives very seriously. Our plan to give back involves monetary support and strategic partnerships with local nonprofits and organizations. In addition to the monetary contributions on behalf of MMSI, our goal is to also educate the community about the responsible use of medical cannabis for community family members so that they have a choice in the medicines that they choose to use for their illnesses. We have already been reaching out Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 14 2 and connecting with many local partners to begin this narrative. These are 2 organizations we strongly believe need our help and where we can make a strong impact. This is just the beginning. NCH Wellness Initiative Mass-Medi Spa has had preliminary discussions and meetings with the Nantucket Cottage Hospital (NCH)'s CEO Margot Hartmann and Chris Glowacki, its managing director of strategy and development, regarding the potential for MMSI to provide funding for research and aligned patient services to explore the benefits of medical cannabis, including non-psychotropic CBD. NCH has indicated that it is interested in exploring this relationship further and is open to future conversations. We are committed to continue these discussions after being awarded a license on Nantucket and are excited about the possibility of partnering with NCH. Mental Health Support Transport Program We believe that mental health is a critical and often overlooked aspect of healthcare, and pledge to support access to critical mental health services for island residents. MMSI proposes to financially support the Human Services Department in transferring Behavior Health Patients off island by ambulance as needed for medical care, and to specifically support the physical transfer from Nantucket to appropriate off island facilities to help facilitate mental health treatment for a variety of behavioral and mental health issues. This includes opioid addiction, depression, PTSD, and other psychiatric illnesses. Currently there is no mechanism in place to fund this effort, so MMSI pledges to donate $110,000 in gap funds and provide ongoing fundraising support to the Human Services Department Ambulance Transfer Fund. There are approximately 30 people per year that need this assistance, and we hope that MMSI can support them in receiving critical access to mental health care and support the ongoing efforts of the Human Service Department. Additional Wellness Services Offered at MMSI Nantucket Our additional wellness services can benefit anyone, not just medical marijuana patients. We plan on hosting free monthly events outside the dispensary in other locations to allow others in the community experience what our patient members do. These services include: • Reiki: Reiki healing is a natural therapy that gently balances life energies and brings health and well-being to the recipient. • Dietary Planning and Nutritionist Consulting: With specific illnesses come dietary insufficiencies and a compromise in nutrition. Our goal is to address each client’s needs on an individual basis and provide the necessary dietary recommendations to facilitate a full return to health. • Guided Meditations: Meditation will improve your health by strengthening your immune system, reducing your blood pressure and lowering cholesterol levels. It is often of particular interest to people who are diagnosed with a chronic or potentially life threatening illness. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 14 3 People with serious medical conditions like cancer will sometimes turn to meditation as a means to enhance the process of healing and recovery. • Massage Therapy: Therapeutic massage incorporates a variety of advanced modalities that enhance the body’s natural restorative functioning. Regular massage can enhance health, providing relaxation, release of muscle tightness, relief from anxiety and tensions, and balancing aspects of body/mind/spirit. Educational Benefits We are a firm believer in educating our patients on the alternative medicinal treatments of cannabis. We plan to help our community be aware and not be afraid of this type of alternative treatment and that it is healthier than other types of treatment for debilitating illnesses. We will develop an educational program that will help this awareness be spread through brochures, pamphlets, seminars, and consultations of this subject. In addition, we will also focus education on the negative effects of other drugs, such as opioids and how to positively change those issues that we are faced today in Nantucket. Three Year Plan for our Community Our three-year plan involves yearly goals to attain the objectives for a safer, healthier Nantucket through education, awareness and giving. Each year our goal is achieved, our new objective will be to help the community with additional resources. Year One Year Two Year Three Create local alliances with Nantucket community groups for supporting our cause Continue education and support with local groups Outreach and awareness beyond local community borders Educate Nantucket community on medicinal cannabis R & D with NCH Publicize research and educational papers Give donations to key community organizations and assist them Donations to organization increase to a higher level Increase list of organizations for donations Ongoing Effort Between each year, there will be an evaluation to see how our plan is affecting Nantucket and the impact it is having on the community. A comprehensive survey will be sent out where the community can participate and help define our objectives. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 15. Draft Massachusetts Cannabis Control Commission Application & Department of Public Health Submissions Copy of draft Massachusetts Cannabis Control Commission (MCCC) application for a Marijuana Retailer license and any other applicable MCCC license applications for the proposed location (e.g. marijuana cultivator or product manufacturer); and, all draft or completed submissions to the Massachusetts Department of Public Health or MCCC (as applicable) for the Applying Entity’s Medical Use of Marijuana Certificate of Registration, including all application materials and notices of status change; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 15 1 MMSI Copy of Draft CCC Application Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Enclosed is the draft Massachusetts Cannabis Control Commission (MCCC) application for a Marijuana Retailer license for the proposed location (e.g. marijuana cultivator or product manufacturer), including the following documents: • Cover Page • Application of Intent, with the following attachments: o Provisional Certificate of Registration (PCR) o LOI to Enter Loan Agreement o Bond or Escrow Statement o Signed Option Agreement o Host Community Agreement o HCA Commitment o Community Benefits Plan • Background Check, with the following attachment: o Background Check Statement • Management and Operations Profile, with the following attachments: o Articles of Organization o Massachusetts Secretary of State Certificate of Good Standing o Massachusetts Department of Revenue Certificate of Good Standing o Bylaws o Strategic Business Plan o Timeline & Development Plan o Plan for Obtaining Liability Insurance o Plan for Continuous Local Supply o Plan for Separating Adult-Use and Medicinal Operations o Plan for Restricting Access to Age 21 and Older o Security Policy and Procedures o Prevention of Diversion Plan o Cannabis Storage Plan o Cannabis Transportation Plan o Inventory Procedures o Quality Control & Testing o Dispensing Procedures o Personnel Policies o Recordkeeping Procedures o Plan for Maintaining Financial Records o Diversity & Local Hiring Plan o Plan for Qualifications & Training 12/27/2018 MassCIP https://www.massciportal.com/licenses/5a95d16446d5d20bd2f75dbe 1/2 Massachusetts Cannabis Industry Portal (MassCIP) Cannabis Control Commission >My Licenses >Marijuana Retailer This page provides details about your application(s) for Marijuana Retailer license. You may use this page to: Start a brand new application View the status of your applications Return to an application that is in progress and not yet submitted Withdraw an application that is in progress, but has not been submitted If you would like to begin or continue working on applications for a different type of license, certi cation or registration you may do so by navigating to this page. PR Most applications have multiple packets. An application is not complete until all packets have been submitted. You may receive email noti cations about your applications as they are processed by the Massachusetts CannabisControl Commission. The status of each application will also be displayed on this page. Please note, you have the ability to withdraw an application. You will be prompted to con rm withdrawal ofthe application before it is nalized. If multiple packets are involved in obtaining this license or registration,then withdrawing one application packet will delete all other related application packets, regardless of their status.You may always start a brand new application again Marijuana Retailer - Application of Intent | Mass Medi-Spa Inc | (Incomplete) Application #: MRN282228 Packet: AOI In the Application of Intent packet, the applicant must provide information about: The Marijuana Establishment The proposed location of the Marijuana Establishment Individuals and entities with authority, association, or providing capital to the Marijuana Establishment Host Community Outreach and Agreements Complete This Packet Marijuana Retailer - Background Check | Mass Medi-Spa Inc | (Incomplete) Application #: MRN282228 Packet: BGC In the Background Check packet, the applicant must provide information necessary to conduct background checks on all individuals and entities listed in the Application of Intent. Complete This Packet 12/27/2018 MassCIP https://www.massciportal.com/licenses/5a95d16446d5d20bd2f75dbe 2/2 Start an application for a new Marijuana Retailer license For assistance please call the Cannabis Control Commission at 617-701-8400 or email at cannabiscommission@state.ma.us Withdraw this Application Marijuana Retailer - Management and Operations Pro le | Mass Medi-Spa Inc | (Incomplete) Application #: MRN282228 Packet: MOP In the Management and Operations Pro le packet, the applicant must provide detailed information about the Marijuana Establishment's: Business Registration Business Plan Operating policies and procedures Complete This Packet Marijuana Retailer - Application Fee Payment | (Incomplete) Application #: MRN282228 Packet: PMT Pay your application fee. Complete This Packet 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9b 1/5 Massachusetts Cannabis Industry Portal (MassCIP) Cannabis Control Commission >My Licenses >Marijuana Retailer Application #: MRN282228 Please review your Marijuana Retailer - Application of Intent packet below. If all information is accurate, click the "Submit" button at the bottom of the page. Three things will happen when you submit this packet: You will go to a con rmation page on this site – please print this page or save a screenshot for your records; You will receive a con rmation email with your application number con rming the submission of this packet; and Your application packet will enter the review queue if you have paid the application fee. After you submit your application packet, you may login and view it on this website, but you cannot make edits unless the Commission gives permission for changes. That may happen if the reviewer has questions or needs more information. A timestamp will be issued when your full application which is comprised of four packets has been received an approved. Upon approval, a fth “License Fee Payment” packet will be available on your main page. The review process may take several weeks or longer. You will be noti ed via email when the Commission has made a decision regarding your application. About the Marijuana Establishment Business Legal Name: Mass Medi-Spa Inc Federal Tax Identi cation Number EIN/TIN: 80-0957397 Phone Number: 508-221-3152 Email Address: steven@cohenlegal.net Business Address 1: 26 Brookside Drive Business Address 2: Business City: Feeding Hills Business State: MA Business Zip Code: 01030 Mailing Address 1: PO Box 786 Mailing Address 2: Mailing City: Nantucket Mailing State: MA Mailing Zip Code: 02554 Certi ed Disadvantaged Business Enterprises (DBEs) Certi ed Disadvantaged Business Enterprises (DBEs): Not a DBE Priority Applicant Priority Applicant: Yes Priority Applicant Type: RMD Priority Economic Empowerment Applicant Certi cation Number: RMD Priority Certi cation Number: RP201967 RMD Information Name of RMD: Mass Medi-Spa Inc Department of Public Health RMD Registration Number: RP201967 Operational and Registration Status: Obtained Provisional Certi cate of Registration only Certi cate of Registration Upload a scanned copy of your current Certi cate of Registration (Provisional or Final) from the Department of Public Health PR About theMarijuanaEstablishment PriorityApplicant RMDInformation PersonswithDirect orIndirectAuthority EntitieswithDirect orIndirectAuthority CloseAssociatesandMembers CapitalResources-Individuals CapitalResources- Entities BusinessInterestsin otherStates orCountries DisclosureofIndividualInterests IndividualInterestDocumentation MarijuanaEstablishmentPropertyDetails HostCommunityInformation Plan forPositiveImpact Document Name: mass-medi-spa-pcr-2-3-10-2017.pdf 1 2 3 4 5 6 7 8 9 10 11 12 13 14 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9b 2/5 To your knowledge, is the existing RMD certi cate of registration in good standing?: Yes If no, describe the circumstances below: Persons with Direct or Indirect Authority Person with Direct or Indirect Authority 1 Percentage Of Ownership: 0 Percentage Of Control: 20 Role: Board Member Other Role: First Name: Kevin Middle Name: Last Name: Flynn Suf x: Former Last Name: Alias - 1: Alias - 2: Alias - 3: Phone: 917-903-7357 Email: kevin@mmsi.org Primary Address 1: 23 Friendship Lane Primary Address 2: City: Nantucket State: MA Zip Code: 02554 Gender: Male User De ned Gender: What is this person's race or ethnicity?: White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 2 Percentage Of Ownership: 0 Percentage Of Control: 20 Role: Board Member Other Role: First Name: Helene Middle Name: Last Name: Weld Suf x: Former Last Name: Alias - 1: Alias - 2: Alias - 3: Phone: 646-361-2315 Email: helene@mmsi.org Primary Address 1: 16 Gardner Street Primary Address 2: City: Nantucket State: MA Zip Code: 02554 Gender: Female User De ned Gender: What is this person's race or ethnicity?: White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 3 Percentage Of Ownership: 0 Percentage Of Control: 20 Role: Board Member Other Role: First Name: Dan Middle Name: Last Name: LeMaitre Suf x: Former Last Name: Alias - 1: Alias - 2: Alias - 3: Phone: 508-221-1552 Email: dan@mmsi.org Primary Address 1: 5 West Way Primary Address 2: City: Nantucket State: MA Zip Code: 02554 Gender: Male User De ned Gender: What is this person's race or ethnicity?: White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Document Category: Provisional Certi cate Upload Date: 12/26/18 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9b 3/5 p y y Person with Direct or Indirect Authority 4 Percentage Of Ownership: 0 Percentage Of Control: 20 Role: Board Member Other Role: First Name: Joanna Middle Name: Last Name: Roche Suf x: Former Last Name: Alias - 1: Alias - 2: Alias - 3: Phone: 413-441-4531 Email: joanna@mmsi.org Primary Address 1: PO Box 3772 Primary Address 2: City: Nantucket State: MA Zip Code: 02584 Gender: Male User De ned Gender: What is this person's race or ethnicity?: White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 5 Percentage Of Ownership: 0 Percentage Of Control: 20 Role: Board Member Other Role: First Name: Andrew Middle Name: Last Name: Spollett Suf x: Former Last Name: Alias - 1: Alias - 2: Alias - 3: Phone: 508-221-7830 Email: andrew@mmsi.org Primary Address 1: Bartlett Farm, 33 Bartlett Farm Rd.Primary Address 2: City: Nantucket State: MA Zip Code: 02554 Gender: Male User De ned Gender: What is this person's race or ethnicity?: White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Entities with Direct or Indirect Authority Entity with Direct or Indirect Authority 1 Percentage of Ownership: 100 Percentage of Control: 0 Entity Legal Name: South Shore BioPharma LLC Entity DBA: DBA City: Entity Description: Foreign Limited Liability Company Foreign Subsidiary Narrative: This Delaware-based LLC is a 100% owned subsidiary of High Street Capital Partners, LLC, DBA Acreage Holdings Entity Phone: 863-738-4697 Entity Email:j.bethell@acreageholdings.com Entity Website: Entity Address 1: 400 Cordwainer Dr.Entity Address 2: Entity City: Norwell Entity State: MA Entity Zip Code: 02061 Entity Mailing Address 1: 200 Portland St.Entity Mailing Address 2: Entity Mailing City: Boston Entity Mailing State: MA Entity Mailing Zip Code: 02114 Relationship Description: Mass Medi-Spa Inc (MMSI) has signed a Management and Consulting Services Agreement with South Shore BioPharma (SSBP) to provide the following consulting and support services: Design, Construction, and OngoingMaintenance of Facilities; Cultivation, Quality Control, and Related Operations; Proprietary Protocols; Information Technology Security Services; Website Development Services; Marketing and Public Relations Services; Business, Financial, andOperations Services; Operations Manual Services; Inventory Services; and Continuing Education Services. The authority is exercised by the signed agreement. Close Associates and Members No entries were provided for this section. 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9b 4/5 Capital Resources - Individuals No entries were provided for this section. Capital Resources Documentation - Individuals Amounts and Sources of Capital Documentation Documentation detailing the amounts and sources of capital resources available to the applicant from any entity that will be contributing capital resources to the applicant for purposes of establishing or operating the identi ed Marijuana Establishment for each license applied for. Capital Resources - Entities Entity Contributing Capital 1 Entity Legal Name: South Shore BioPharma Entity DBA: Email:j.bethell@acreageholdings.com Phone: 863-738-4697 Address 1: 200 Portland St.Address 2: City: Boston State: MA Zip Code: 02114 Types of Capital: Debt Other Type of Capital: Total Value of Capital Provided:$8,000,000.00 Percentage of Initial Capital: 100 Capital Attestation: Yes Capital Resources Documentation - Entity Amounts and Sources of Capital Documentation Business Interests in other States or Countries No entries were provided for this section. Business Interest Documentation Supporting Document Disclosure of Individual Interests No entries were provided for this section. Individual Interest Documentation Supporting Documents Marijuana Establishment Property Details Establishment Address 1: 11 Tomahawk Road Establishment Address 2: Establishment City: Nantucket Establishment Zip Code: 02554 Approximate square footage of the establishment: 9846 How many abutters does this property have?: 50 Have all property abutters been noti ed of the intent to open a Marijuana Establishment at this address?: I Don't Know Bond or Escrow Documentation Documentation of a bond or other resources held in an escrow account in an amount suf cient to adequately support the dismantling and winding down of the Marijuana Establishment Document Name: E4 MMS - LOI to Enter Loan Agreement 12.11.18.pdf Document Category: Existence of Capital Veri cation Upload Date: 12/26/18 Document Name: 3 MMSI Bond or Escrow Statement.pdf Document Category: Documentation of Bond 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9b 5/5 Property Interest DocumentationDocumentation of a property interest in the proposed address. Interest may be demonstrated by one of the following: Clear legal title to the proposed site; An option to purchase the proposed site; A legally enforceable agreement to give such title; or Binding permission to use the premises. Host Community Information Host Community Documentation Please upload the required documentation below Plan for Positive Impact Plan to Positively Impact Areas of Disproportionate Impact Upload narrative Additional Information Noti cation Noti cation: I understand For assistance please call the Cannabis Control Commission at 617-701-8400 or email at cannabiscommission@state.ma.us Upload Date: 12/26/18 Document Name: Option Af rmation signed.pdf Document Category: Permission to Use Premises Upload Date: 12/25/18 Document Name: HCA commitment.pdf Document Category: Plan to Remain Compliant with Local Zoning Upload Date: 12/25/18 Document Name: Host Community Agreement.pdf Document Category: Certi cation of Host Community Agreement Upload Date: 12/26/18 Document Name: 7 ACK Community Bene ts Plan 122618LS.pdf Document Category: Plan for Positive Impact Upload Date: 12/26/18 << Go To Previous Page Submit The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health CHARLES D. BAKER Governor KARYN E. POLITO Lieutenant Governor March 10, 2017 Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 11 1h Floor, Boston, MA 02111 BY U.S. MAIL AND E-MAIL Mr. Jeffrey Craig Roos Mass Medi-Spa, Inc. 84 Polpis Road Nantucket, MA 02554 MARYLOU SUDDERS Secretary MONICA BHAREL, MD, MPH Commissioner Tel: 617-660-5370 www.mass.gov/medlcalmarijuana Re: Provisional Certificate of Registration for a Registered Marijuana Dispensary for a Dispensary, Cultivation and Processing Facility in Nantucket Dear Mr. Roos: Please be advised that Mass Medi-Spa, Inc. has been selected to receive a Registered Marijuana Dispensary ("RMD") Provisional Certificate of Registration at its proposed co-located Nantucket facility and to move forward to the Inspectional Phase. The issuance of this RMD Provisional Certificate ofRegistrntion is subject to the following ongoing conditions: 1. All dispensary agents and capital contributors shall be subject to a background check as set fmth in the Guidance for Registered Marijuana Dispensaries Regarding Background Checks prior to commencing work as a dispensary agent or contributing funds to the RMD. 2. The RMD shall comply with the Humanitarian Medical Use of Marijuana Act, Ch. 369 of the Acts of2012 (the "Act"), as implemented by Department of Public Health (the "Department") Regulations, 105 CMR 725.000, et seq. ("Regulations"), during the period of its provisional registration, except as expressly waived in writing by the Department pursuant to 105 CMR 725.700. 3. The RMD shall be subject to inspection and audit to ascertain compliance with any applicable law or regulation, including laws and regulations of the Commonwealth relating to taxes, child suppmt, workers compensation, and professional and commercial insurance coverage. 4. The RMD shall be subject to inspection and audit to asce1tain that the RMD is operating at all times in a manner not detrimental to public safety, health, or welfare. 5. The RMD shall be subject to inspection and audit to asce1iain that its facilities are compliant with all applicable state and local codes, bylaws, ordinances and regulations. 6. The RMD shall be subject to inspection and audit to asce1iain that it has sufficient financial resources to meet the requirements of the Act or 105 CMR 725.000, et seq. 7. The RMD shall cooperate with and provide information to Department inspectors, agents and employees upon request. 8. The RMD shall, as necessary, amend its bylaws to expressly require compliance with 725.lOO(A)(l) and the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" by stating that the RMD shall "at all times operate on a non- profit basis for the benefit of registered qualifying patients" and shall "ensure that revenue of the RMD is used solely in furtherance of its nonprofit purpose." If the bylaws do not expressly include such requirement, they shall be amended within thirty days of the date of this letter and the amended bylaws shall be filed with the Depmiment by mail at the above address and by email at RMDcompliance@state.ma.us. 9. The RMD shall keep cmTent all information required by 105 CMR 725.000, et seq., or as otherwise required by the Department pursuant to 725 .1OO(F)(4) and may not make ce1iain changes without prior approval from the Depmiment pursuant to 725 .1 OO(F)(l )- (3 ). 10. The RMD must submit payment of the registration fee required pursuant to 105 CMR 725.lOO(C)(l) and 801 CMR 4.02. In the Inspections Phase, the Depmiment will continue to verify, among other things, that the RMD will operate in compliance with the RMD operational requirements, see 105 CMR 725.105 (A)-(Q), and security requirements, see 105 CMR 725.1 lO(A)-(F). Furthermore, the Depmiment may impose other conditions that the Depmiment detennines necessary to ensure the RMD will operate in accordance with applicable Massachusetts laws and regulations. Please be advised pursuant to 105 CMR 725. lOO(C)(l) the Department may issue a Final Certificate of Registration only after an applicant has successfully completed the Inspections Phase and the Department has issued final approval. Please mail the enclosed remittance form with a bank/cashier's check in the amount of $50,000 payable to the Commonwealth of Massachusetts within thirty (30) days of the date of this letter to: Department of Public Health Medical Use of Marijuana Program RMD Registration 99 Chauncy Street, 11th Floor Boston, MA 02111 After the registration fee is processed, this letter shall serve as Mass Medi-Spa, Inc.'s Provisional Cetiificate of Registration with the aforementioned conditions. The Department will continue to verify all information provided by the RMD, and that the RMD is compliant with applicable Massachusetts law and regulations. It is within the Depatiment's discretion to revoke this Provisional Certificate of Registrntion at any time. Should you have any questions, please contact the Department at RMDcompliance@state.ma.us. Sincerely, {'/1~1! I ,#1·1 ~ ( Ji J 'El) 1Sheeh , J.D. Jtrireau Direc J Bureau of Health Cat·e Safety attd Quality Massachusetts Depatiment of Public Health MMSI Plan for Obtaining Surety Bond Prior to commencing operations, Mass Medi-Spa Inc (MMSI) commits to obtaining a surety bond, issued by a corporate surety licensed to transact surety business in the Commonwealth, in an amount equal to its licensure fee payable to the Marijuana Regulation Fund to ensure payment of the cost incurred for the destruction of cannabis goods necessitated by a violation of St. 2016, c. 334, as amended by St. 2017, c. 55 or 935 CMR 500.000 or the cessation of operation of our Marijuana Establishment. Upon obtaining this bond, MMSI will provide proof of having obtained such bond to the appropriate authorities. If adequate coverage is unavailable, Mass Medi-Spa will place in escrow a sum of no less than $5,000, or such other amount approved by the Commission, to be expended for coverage of liabilities as required by 935 CMR 500.105(16). Any withdrawal from such escrow will be replenished within ten business days. MMSI will keep reports documenting compliance with 935 CMR 500.105(10), and will promptly send to the Commission as applicable. Affirmation of Option As of December 19, 2018, I, Michael T. Allen, Trustee of Tidal Creeks Realty Trust (TCRT), under Declaration of Trust dated November 6, 2006, registered with Nantucket Registry District as Document No. 119173, affirm the following: 1)I am the owner of the property now known and numbered as 11 Tomahawk Road, Nantucket, Massachusetts, shown as Lot 174 on Land Court Plan 26984-8. See Certificate of Title No. 24921 at the Nantucket Registry District of the Land Court for record owner. 2)I am the lessee and contract purchaser of the property now known and numbered as 13, 15, and 17 Tomahawk Road, Nantucket, Massachusetts, shown as Lots 175-177 on Land Court Plan 26984-8. Said purchase is contracted in a binding Purchase and Sale Agreement with the owner of record, Kenneth C. Coffin Inc., to close on January 10, 2019. See Certificate of Title 11346 at said Registry District for record owner. 3)I have entered into an Option To Purchase with Acreage Massachusetts LLC, a Delaware limited liability company registered in Massachusetts. Said Option provides the right to purchase said Lots 17 4-1 77 from me at a date certain for a fixed price on fixed terms 4)At any time under this option, AM LLC or is designee may apply, at its own cost and risk, for any permit, license or approval for development of Lots 17 4-1 77, for the development of a state and locally licensed cannabis growing, processing, and sales facility. Executed on the date first above by: Michael T. Allen, Trustee Tidal Creeks Realty Trust Steven L. Cohen Steven@cohenlegal.net C.Elizabeth Gibson Town Manager Town of Nantucket 16 Broad Street Nantucket MA 02554 BY HAND Dear Libby, n LAW PC December 24, 2018 Jennifer G. Cohen J ennifer@cohenlegal.net RFO for Cannabis Licenses Pursuant to Proposal Requirement 19 in the Request for Qualifications issued by the Town of Nantucket related to Cannabis licenses in Nantucket, Massachusetts, please be advised that my client, Mass Medi-Spa Inc., a Massachusetts non-profit corporation, has authorized me to confirm to the Town that MMSI is entirely willing and able to execute the Host Community Agreement substantially in the form and terms provided in the proposed draft HCA attached to the RFQ. MMSI does not object to any material terms therein. As an aside, as you will recall, MMSI already has another medical use HCA signed with the Town, which would be amended or terminated as part of this process, and MMSI has no concern with doing so consistent with the terms of the draft HCA attached to the RFQ. Best regards, Steven Cohen Counsel to MMSI P.O. Box 786 34 Main Street, 2nd Floor Nantucket, MA 02554 508.228.0337 OFFICE 508.228.0970 FAX cohenlegal.net 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9c 1/5 Massachusetts Cannabis Industry Portal (MassCIP) Cannabis Control Commission >My Licenses >Marijuana Retailer Application #: MRN282228 Please review your Marijuana Retailer - Background Check packet below. If all information is accurate, click the "Submit" button at the bottom of the page. Three things will happen when you submit this packet: You will go to a con rmation page on this site – please print this page or save a screenshot for your records; You will receive a con rmation email with your application number con rming the submission of this packet; and Your application packet will enter the review queue if you have paid the application fee. After you submit your application packet, you may login and view it on this website, but you cannot make edits unless the Commission gives permission for changes. That may happen if the reviewer has questions or needs more information. A timestamp will be issued when your full application which is comprised of four packets has been received an approved. Upon approval, a fth “License Fee Payment” packet will be available on your main page. The review process may take several weeks or longer. You will be noti ed via email when the Commission has made a decision regarding your application. About the Marijuana Establishment Business Legal Name: Mass Medi-Spa Inc Federal Tax Identi cation Number EIN/TIN: 80-0957397 Phone Number: 508-228-0337 Email Address: steven@cohenlegal.net Business Address 1: 26 Brookside Drive Business Address 2: Business City: Feeding Hills Business State: MA Business Zip Code: 01030 Mailing Address 1: PO Box 786 Mailing Address 2: Mailing City: Nantucket Mailing State: MA Mailing Zip Code: 02554 PR About the Marijuana Establishment Individual Background Information Entity Background Check Information Attestations Submit 1 2 3 4 5 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9c 2/5 Individual Background Information Individual Background Information 1 Role: Board Member Other Role: First Name: Kevin Middle Name: Last Name: Flynn Suf x: Former Last Name: Alias 1: Alias 2: Alias 3: Phone: 917-903- 7357 Email: kevin@mmsi.org Primary Address 1: 23 Friendship Lane Primary Address 2: Primary City: Nantucket Primary State: MA Primary Zip Code: 02554 Years at this Address: 5 Date of Birth: January 01, 1950 Last Four Digits of Social Security Number: 5555 RMD Association: RMD Manager Background Question: No Description of Background Events: Individual Background Information 2 Role: Board Member Other Role: First Name: Helene Middle Name: Last Name: Weld Suf x: Former Last Name: Alias 1: Alias 2: Alias 3: Phone: 646-361- 2315 Email: helene@mmsi.org Primary Address 1: 16 Gardner Street Primary Address 2: Primary City: Nantucket Primary State: MA Primary Zip Code: 02554 Years at this Address: 5 Date of Birth: January 01, 1950 Last Four Digits of Social Security Number: 5555 RMD Association: RMD Manager 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9c 3/5 Background Question: No Description of Background Events: Individual Background Information 3 Role: Board Member Other Role: First Name: Dan Middle Name: Last Name: LeMaitre Suf x: Former Last Name: Alias 1: Alias 2: Alias 3: Phone: 508-221- 1552 Email: dan@mmsi.org Primary Address 1: 5 West Way Primary Address 2: Primary City: Nantucket Primary State: MA Primary Zip Code: 02554 Years at this Address: 5 Date of Birth: January 01, 1950 Last Four Digits of Social Security Number: 5555 RMD Association: RMD Manager Background Question: No Description of Background Events: Individual Background Information 4 Role: Board Member Other Role: First Name: Joanna Middle Name: Last Name: Roche Suf x: Former Last Name: Alias 1: Alias 2: Alias 3: Phone: 413-441- 4531 Email: joanna@mmsi.org Primary Address 1: PO Box 3772 Primary Address 2: Primary City: Nantucket Primary State: MA Primary Zip Code: 02584 Years at this Address: 5 Date of Birth: January 01, 1950 Last Four Digits of Social Security Number: 5555 RMD Association: 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9c 4/5 RMD Manager Background Question: No Description of Background Events: Individual Background Information 5 Role: Board Member Other Role: First Name: Andrew Middle Name: Last Name: Spollett Suf x: Former Last Name: Alias 1: Alias 2: Alias 3: Phone: 508-221- 7830 Email: andrew@mmsi.org Primary Address 1: Bartlett Farm, 33 Bartlett Farm Rd. Primary Address 2: Primary City: Nantucket Primary State: MA Primary Zip Code: 02554 Years at this Address: 5 Date of Birth: January 01, 1950 Last Four Digits of Social Security Number: 5555 RMD Association: RMD Manager Background Question: No Description of Background Events: Background Check Supporting Documentation Supporting Documentation Entity Background Check Information Entity Background Check Information 1 Role: Investor/Contributor Other Role: Entity Legal Name: South Shore Entity DBA: Federal Tax Document Name: 1 MMSI Background Check Statement.pdf Document Category: Disclosure and acknowledgement form Upload Date: 12/27/18 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9c 5/5 Bio Pharma Identi cation Number EIN/TIN: 47-5241423 Entity Description: Foreign Limited Liability Company Phone: 863-738- 4697 Email: j.bethell@acreageholdings.com Primary Business Address 1: 200 Portland St. Primary Business Address 2: Primary Business City: Boston Primary Business State: MA Principal Business Zip Code: 02114 Additional Information: Attestations I certify that no additional entities or individuals meeting the requirement set forth in 935 CMR 500.101(1)(b)(1) or 935 CMR 500.101(2)(c)(1) have been omitted by the applicant from any marijuana establishment application(s) for licensure submitted to the Cannabis Control Commission.: I Agree I understand that the regulations stated above require an applicant for licensure to list all executives, managers, persons or entities having direct or indirect authority over the management, policies, security operations or cultivation operations of the Marijuana Establishment; close associates and members of the applicant, if any; and a list of all persons or entities contributing 10% or more of the initial capital to operate the Marijuana Establishment including capital that is in the form of land or buildings.: I Agree I certify that any entities who are required to be listed by the regulations above do not include any omitted individuals, who by themselves, would be required to be listed individually in any marijuana establishment application(s) for licensure submitted to the Cannabis Control Commission.: I Agree Noti cation: I Understand For assistance please call the Cannabis Control Commission at 617-701-8400 or email at cannabiscommission@state.ma.us << Go To Previous Page Submit MMSI Background Check Statement Prior to submitting this application, Mass Medi-Spa Inc (MMSI) will submit the appropriate documentation for each individual identified in 935 CMR 500.101(1)(1)1, which will include: a. The individual’s full legal name and any aliases; b. The individual’s address; c. The individual’s date of birth; d. A photocopy of the individual’s driver’s license or other government-issued identification card; e. A CORI Acknowledgment Form, pursuant to 803 CMR 2.09: Requirements for Requestors to Request CORI, provided by the Commission, signed by the individual and notarized; and f. Authorization to obtain a full set of fingerprints, in accordance with M.G.L. c. 94G, § 21, submitted in a form and manner as determined by the Commission. 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9d 1/4 Massachusetts Cannabis Industry Portal (MassCIP) Cannabis Control Commission >My Licenses >Marijuana Retailer Application #: MRN282228 Please review your Marijuana Retailer - Management and Operations Pro le packet below. If all information is accurate, click the "Submit" button at the bottom of the page. Three things will happen when you submit this packet: You will go to a con rmation page on this site – please print this page or save a screenshot for your records; You will receive a con rmation email with your application number con rming the submission of this packet; and Your application packet will enter the review queue if you have paid the application fee. After you submit your application packet, you may login and view it on this website, but you cannot make edits unless the Commission gives permission for changes. That may happen if the reviewer has questions or needs more information. A timestamp will be issued when your full application which is comprised of four packets has been received an approved. Upon approval, a fth “License Fee Payment” packet will be available on your main page. The review process may take several weeks or longer. You will be noti ed via email when the Commission has made a decision regarding your application. About the Marijuana Establishment Business Legal Name: Mass Medi-Spa Inc Federal Tax Identi cation Number EIN/TIN: 80-0957397 Phone Number: 508-221-3152 Email Address: steven@cohenlegal.net Business Address 1: 26 Brookside Drive Business Address 2: Business City: Feeding Hills Business State: MA Business Zip Code: 01030 Mailing Address 1: PO Box 786 Mailing Address 2: Mailing City: Nantucket Mailing State: MA Mailing Zip Code: 02554 Massachusetts Business Registration Massachusetts Business Identi cation Number: 001113511 Doing-Business-As Name: DBA Registration City: Required Business Documentation Please upload and categorize each of these four required documents: Certi cate of Good Standing from the Secretary of the Commonwealth of Massachusetts Certi cate of Good Standing from the Massachusetts Department of Revenue Articles of Organization Bylaws PR About the Marijuana Establishment Massachusetts Business Registration Business Plan Operating Policies and Procedures Additional Information Noti cation Submit 1 2 3 4 5 6 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9d 2/4 Business Plan Business Plan Documentation Operating Policies and Procedures Policies and Procedures Documentation Upload documentation for each area listed above. Select the appropriate document type to identify the le. Document Name: MMS - Articles of Organization.pdf Document Category: Articles of Organization Upload Date: 12/25/18 Document Name: MMS - Certi cate of Good Standing Sec. of Commonwealth.pdf Document Category: Secretary of Commonwealth - Certi cate of Good Standing Upload Date: 12/25/18 Document Name: C2.1 MMS - Bylaws.pdf Document Category: Bylaws Upload Date: 12/25/18 Document Name: Mass Medi-Spa - Certi cate of Good Standing Dept. of Revenue.pdf Document Category: Department of Revenue - Certi cate of Good standing Upload Date: 12/25/18 Document Name: 5 MMS - Nantucket Business Plan 122618LS.pdf Document Category: Business Plan Upload Date: 12/27/18 Document Name: 6 MMS - Proposed Timeline (Nantucket).pdf Document Category: Proposed Timeline Upload Date: 12/27/18 Document Name: 7 MMS - Plan for Obtaining Liability Insurance.pdf Document Category: Plan for Liability Insurance Upload Date: 12/27/18 Document Name: 1 ACK Plan for Continuous Local Supply 122718LS.pdf Document Category: Plan for obtaining marijuana or marijuana products Upload Date: 12/27/18 Document Name:2 ACK Separating Operations 122618LS pdf 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9d 3/4 Document Name: 2 ACK Separating Operations 122618LS.pdf Document Category: Separating recreational from medical operations, if applicable Upload Date: 12/27/18 Document Name: 3 ACK Restricting Access to 21+ 122618LS.pdf Document Category: Restricting Access to age 21 and older Upload Date: 12/27/18 Document Name: 4 ACK Security Plan 122718LS.pdf Document Category: Security plan Upload Date: 12/27/18 Document Name: 5 ACK Preventing Diversion 122618LS.pdf Document Category: Prevention of diversion Upload Date: 12/27/18 Document Name: 6 ACK Storage Plan 122618LS.pdf Document Category: Storage of marijuana Upload Date: 12/27/18 Document Name: 7 ACK Transportation Plan 122618LS.pdf Document Category: Transportation of marijuana Upload Date: 12/27/18 Document Name: 8 ACK Inventory Procedures 122618LS.pdf Document Category: Inventory procedures Upload Date: 12/27/18 Document Name: 9 ACK QC & Testing 122618LS.pdf Document Category: Quality control and testing Upload Date: 12/27/18 Document Name: 10 ACK Dispensing Procedures 122618LS.pdf Document Category: Dispensing procedures Upload Date: 12/27/18 Document Name: 11 ACK Personnel Policies 122618LS.pdf Document Category: Personnel policies including background checks Upload Date: 12/27/18 12/27/2018 MassCIP https://www.massciportal.com/licenses/apply/5c2309a2a8a6bb721699af9d 4/4 Additional Information Noti cation Noti cation: I Understand For assistance please call the Cannabis Control Commission at 617-701-8400 or email at cannabiscommission@state.ma.us Document Name: 12 ACK Recordkeeping Procedures 122618LS.pdf Document Category: Record Keeping procedures Upload Date: 12/27/18 Document Name: 13 ACK Maintaining Financial Records 122618LS.pdf Document Category: Maintaining of nancial records Upload Date: 12/27/18 Document Name: 14 ACK Diversity & Local Hiring Plan 122618LS.pdf Document Category: Diversity plan Upload Date: 12/27/18 Document Name: 15 ACK Qual & Training 122618LS.pdf Document Category: Quali cations and training Upload Date: 12/27/18 << Go To Previous Page Submit The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $35.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Special Filing Instructions Articles of Organization (General Laws, Chapter 180) Federal Employer Identification Number: 001113511 (must be 9 digits) ARTICLE I The exact name of the corporation is: MASS MEDI-SPA INC. ARTICLE II The purpose of the corporation is to engage in the following business activities: THE CORPORATION IS ORGANIZED FOR SPECIFIC CIVIC, EDUCATIONAL, AND SCIENTIFIC PURPOSES. ALL FUNDS, WHETHER INCOME OR PRINCIPAL, AND WHETHER ACQUIRED BY GIFT OR CONTRIBUTION OR OTHERWISE, SHALL BE DEVOTED TO SAID PURPOSES. ARTICLE III A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below: THE CORPORATION SHALL HAVE NO VOTING MEMBERS. THE MANAGEMENT AND AFFAIRS OF THE CORPORATION SHALL BE AT ALL TIMES UNDER THE DIRECTION OF A BOARD OF DIRECTORS, WHOSE OPERATIONS IN GOVERNING THE CORPORATION SHALL BE DEFINED BY STATUTE AND BY THE CORPORATION'S BY-LAWS. NO DIRECTOR SHALL HAVE ANY RIGHT, TITLE, OR INTEREST IN OR TO ANY PROPERTY OF THE CORPORATION. ARTICLE IV Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows: (If there are no provisions state "NONE") AT ALL TIMES THE FOLLOWING SHALL OPERATE AS CONDITIONS RESTRICTING THE OPERATIONS AND ACTIVITIES OF THE CORPORATION: 1. NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF ANY DIRECTOR, OFFICER, OR OTHER PRIVATE PERSON, EXCEPT AS REIMBURSEMENT FOR REASONABLE AND NECESSARY EXPENSES INCURRED IN CONDUCTING THE CORPORATION'S AFFAIRS AND IN CARRYING OUT ITS EXEMPT PURPOSES, OR AS REASONABLE COMPENSATION FOR SERVICES RENDERED; 2. NO SUBSTANTIAL PART OF THE ACTIVITIES OF THE CORPORATION SHALL CONSTITUTE THE CARRYING ON OF PROPAGANDA OR OTHERWISE ATTEMPTING TO INFLUENCE LEGISLATION, OR ANY INITIATIVE OR REFERENDUM BEFORE THE PUBLIC, AND MA SOC Filing Number: 201346331690 Date: 8/7/2013 10:54:00 AM THE CORPORATION SHALL NOT PARTICIPATE IN, OR INTERVENE IN(INCLUDING BY PUBLICATION OR DISTRIBUTION OF STATEMENTS), ANY POLITICAL CAMPAIGN ON BEHALF OF, OR IN OPPOSITION TO, ANY CANDIDATE FOR PUBLIC OFFICE; AND 3. THE CORPORATION SHALL NOT LEND ANY OF ITS ASSETS TO ANY OFFICER OR DIRECTOR OF THIS CORPORATION [UNLESS SUCH LOAN PROGRAM IS REGULARLY CONDUCTED AS PART OF THE ACTIVITIES OF THE ORGANIZATION AND THE QUALIFICATION OF THE INDIVIDUAL TO PARTICIPATE IN SAME IS DETERMINED BY A PANEL COMPRISED SOLELY OF NON- BOARD MEMBERS], OR GUARANTEE TO ANY PERSON THE PAYMENT OF A LOAN BY AN OFFICER OR DIRECTOR OF THIS CORPORATION. Notes: The preceding four (4) atricles are considered to be permanent and may only be changed by filing appropriate Articles of Amendment. ARTICLE V 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. ARTICLE VI The effective date of organization 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 of filing. 08/07/13 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: No. and Street: 84 POLPIS RD City or Town: NANTUCKET State: MA Zip: 02554 Country: USA b. The name, residential street address and post office address of each director and officer of the corporation is as follows: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code Expiration of Term PRESIDENT JEFFREY C ROOS 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 2020 TREASURER ELIZABETH RACHEL ROOS 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 2020 SECRETARY ELIZABETH RACHEL ROOS 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST #4 HOBOKEN, NJ 07030 USA 2020 CCO JOE STEVENS 14 ELS WAY SUSSEX, NJ 07461 USA 14 ELS WAY SUSSEX, NJ 07461 USA 2020 OFFICER DAVID WILLIAM COFFIN 84 POLPIS RD. NANTUCKET, MA 02554 USA 84 POLPIS RD. NANTUCKET, MA 02554 USA 2020 DIRECTOR JEFFREY C ROOS 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 921 GARDEN ST. #4 HOBOKEN, NJ 07030 USA 2020 c. The fiscal year (i.e., tax year) of the business entity shall end on the last day of the month of: December d. The name and business address of the resident agent, if any, of the business entity is: Name: D.W. COFFIN No. and Street: 84 POLPIS RD. City or Town: NANTUCKET State: MA Zip: 02554 Country: USA I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not been similarly convicted. If so convicted, explain: JEFFREY ROOS DW COFFIN ELIZABETH ROOS JOSEPH STEVENS IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address (es) beneath each signature do hereby associate with the intention of forming this business entity under the provisions of General Law, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 7 Day of August, 2013. (If an existing corporation is acting as incorporator, type in the exact name of the business entity, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said business entity and the title he/she holds or other authority by which such action is taken.) JEFFREY ROOS DW COFFIN ELIZABETH ROOS JOSEPH STEVENS © 2001 - 2013 Commonwealth of Massachusetts All Rights Reserved THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: WILLIAM FRANCIS GALVIN Secretary of the Commonwealth August 07, 2013 10:54 AM MA SOC Filing Number: 201346331690 Date: 8/7/2013 10:54:00 AM In testimony of which, I have hereunto affixed the Great Seal of the Commonwealth on the date first above written. Secretary of the Commonwealth The Commonwealth of Massachusetts Secretary of the Commonwealth State House, Boston, Massachusetts 02133 William Francis Galvin Secretary of the Commonwealth Date: To Whom It May Concern : I hereby certify that according to the records of this office, is a domestic corporation organized on I further certify that there are no proceedings presently pending under the Massachusetts Gen- eral Laws Chapter 180 section 26 A, for revocation of the charter of said corporation; that the State Secretary has not received notice of dissolution of the corporation pursuant to Massachu- setts General Laws, Chapter 180, Section 11, 11A, or 11B; that said corporation has filed all annual reports, and paid all fees with respect to such reports, and so far as appears of record said corporation has legal existence and is in good standing with this office. Certificate Number: Verify this Certificate at: http://corp.sec.state.ma.us/CorpWeb/Certificates/Verify.aspx Processed by: April 10, 2018 MASS MEDI-SPA INC. August 07, 2013 18040205840 MASS MEDI-SPA 84 POLPIS RD NANTUCKET MA 02554-2356 Commonwealth of Massachusetts Department of Revenue Christopher C. Harding, Commissioner mass.gov/dor CERTIFICATE OF GOOD STANDING AND/OR TAX COMPLIANCE Case ID: L1056190592 April 10, 2018 0-000-556-108 Letter ID: Notice Date: The Commissioner of Revenue certifies that, as of the date of this certificate, MASS MEDI-SPA is in compliance with its tax obligations under Chapter 62C of the Massachusetts General Laws. This certificate doesn't certify that the taxpayer is compliant in taxes such as unemployment insurance administered by agencies other than the Department of Revenue, or taxes under any other provisions of law. This is not a waiver of lien issued under Chapter 62C, section 52 of the Massachusetts General Laws. Why did I receive this notice? What if I have questions? Visit us online! Visit mass.gov/dor to learn more about Massachusetts tax laws and DOR policies and procedures, including your Taxpayer Bill of Rights, and MassTaxConnect for easy access to your account: • Review or update your account • Contact us using e-message • Sign up for e-billing to save paper • Make payments or set up autopay If you have questions, call us at (617) 887-6367 or toll-free in Massachusetts at (800) 392-6089, Monday through Friday, 8:30 a.m. to 4:30 p.m.. Edward W. Coyle, Jr., Chief Collections Bureau 1 Mass Medi-Spa, Inc. Strategic Business Plan for Nantucket Retail Cannabis Establishment Intended for exclusive review only. Any unauthorized redistribution or use of any elements, concepts, or data contained herein is strictly prohibited. 2 Contents Introduction ................................................................................................................................. 3 Principal Summary ...................................................................................................................... 3 Executive Management Board .................................................................................................... 4 Community Advisory Board ......................................................................................................... 7 Operational Cannabis Industry Expertise and Experience........................................................... 8 Medical Advisory and Research Team ...................................................................................... 12 Financial Ability and Relationships ............................................................................................ 12 Educational Outreach, Branding, and Marketing ....................................................................... 13 Maintaining a Commitment to the Medical Program .................................................................. 13 Product Approach ..................................................................................................................... 13 Medical Patient Oriented Services and Education ..................................................................... 14 Security, Non-Diversion Assurance and Non-Deleterious Operation ......................................... 15 Summary ............................................................................................................................... 15 Security Features Overview ................................................................................................ 15 Preventing the Diversion of Cannabis to Minors ................................................................ 16 Initial Access Controls ........................................................................................................... 16 Inventory and Sales Control .................................................................................................. 16 Odor Control .......................................................................................................................... 17 Available Parking and Traffic Concerns ................................................................................. 17 Community Benefits and Impact ............................................................................................... 17 Opioid Epidemic and Addiction Research ................................................................................. 18 Veteran Specific Access ........................................................................................................... 18 Environmental Impact Reduction .............................................................................................. 18 Treatment of Wastewater .......................................................................................................... 19 Above-Ground Wastewater Holding Tank.............................................................................. 20 Disposal of Liquid and Chemical Waste ................................................................................ 20 Site Summary ........................................................................................................................... 20 Estimated Local Job Creation ................................................................................................... 22 Sample Annual Tax Revenues .................................................................................................. 23 Market Analysis ........................................................................................................................ 24 National Average Consumption Rate (by product category) .................................................. 24 Patient / Retail Customer Capture Rate ................................................................................. 25 Demographic Overview: Nantucket ....................................................................................... 25 Overall Goal Summary .............................................................................................................. 26 3 Introduction A new era of scientific and political progress is in reach, and Mass Medi-Spa Inc (“Mass Medi-Spa”) wishes to help maximize the potential benefit that cannabis and cannabis products can offer to patients and customers within the Nantucket community. Mass Medi-Spa’s operations on Nantucket represent the next chapter for our organization. Our team has built out an entirely new Board of Directors for our non-profit organization, along with a Local Advisory Board of primarily Nantucket residents, to ensure that all operations and decision-making will be guided by locally minded leaders who will keep the needs of our Nantucket community at the forefront. Mass Medi-Spa understands the importance of developing a collaborative partnership with the Town of Nantucket and entire island community by creating jobs, ensuring safety in and around our facility, maintaining relationships with local civic, philanthropic, and business associations, and providing customers with a best-in-class experience. Our retail establishment will uphold this image through discretion, professionalism, and reliance on best practices at all times. With several years of collective medical and business experience, we are prepared to operate as an organization which sets the standard in the cannabis industry for excellence in customer experience and operational protocol; secure operations; close collaboration with our immediate community; and full compliance with state and local regulations. Mass Medi-Spa has developed a relationship with South Shore Bio Pharma LLC, a management and consulting services company, which provides the highest levels of experience and operational insight among cannabis operations in the United States, providing Mass Medi-Spa with access to a full array of world-class resources from financial and intellectual capital to the expertise of long-time industry veterans and scientific researchers. Our focus is on ensuring each individual customer has an experience that provides high quality products, an outstanding experience, and a wide breadth of information about the safe use, transport, and storage of cannabis products. This relationship with South Shore Bio Pharma will ensure that Mass Medi-Spa Nantucket can exceed the expectations of the Nantucket community for a safe, professional, and best-in-class medical and adult-use cannabis establishment. In lieu of creating a standard cannabis establishment, Mass Medi-Spa seeks to cultivate an environment that is reminiscent of a “Health and Wellness Center” that will provide a number of palliative and direct benefits to customers as well as the community. These include health and educational services, ongoing counseling, adjunct healing / therapy options and products, and community outreach programs. The Mass Medi-Spa team understand the importance of preserving Nantucket’s tourist friendly, family- oriented image. Our mid-island location will provide excellent access to patients, while also maintaining architectural consistency with other island buildings, low key signage, and standard operating procedures that will ensure this facility will not attract more attention than any other conventional business on Nantucket. Mass Medi-Spa’s facility will uphold the tourist-friendly, family-oriented town image through discretion, professionalism, and best practices at all times. Principal Summary Through our partnership with South Shore Bio Pharma, Mass Medi-Spa (MMSI) brings decades of cannabis operational experience and business acumen to our operations in order to ensure the compliance and best-in-class operations at our licensed cannabis facilities. These operations and all organizational decision making are managed by our Executive Management Board, made up of local 4 business and community leaders. This Executive Management Board (EMB) ensures that the business operations and decision-making remain both professional and focused on the local needs of the Nantucket community. This EMB is also committed to hiring out a staff of qualified local residents on the island to ensure both successful operations and high returns to the Town of Nantucket and greater Nantucket community. MMSI was founded when the state regulations required that Medical Cannabis licenses were restricted to non-profit corporations. While that is no longer a requirement, MMSI is proud to proceed under that model, as it allows us to engage in a community-oriented approach, not just a profit-oriented approach. To further assist with the community involvement, MMSI has developed a Community Advisory Board, which helps our organization bring in a wide variety community perspectives and voices on important local issues, as well as decisions for charitable giving. The Community Advisory Board includes a group of individuals who have served and contributed to the Nantucket community for many years as well. Of particular importance to the strength of MMSI’s operations is our strategic partnership with South Shore Bio-Pharma, a subsidiary of Acreage Holdings. This relationship allows MMSI to tap into an unparalleled repository of cannabis expertise, while maintaining local operational control through our locally-based EMB and Community Advisory Board. This relationship between South Shore Bio Pharma and MMSI represents a pre-packaged powerhouse of knowledge, experienced consultants, resources, training, and more with essential lessons learned and best practices built from years of cannabis industry experience across a myriad of regulated cannabis markets. Mass Medi-Spa comes to Nantucket with a tremendous depth of unique cannabis and business focused resources. The Town of Nantucket can be assured that MMSI will open for business on Nantucket in a manner that incorporates the best in methodologies, resources, and practices to ensure professionalism, safety, and community benefit. This wealth of knowledge, resources, and expertise includes safety, security, a state of the art in house lab testing facility, and a strong cooperative relationship with local growers. Executive Management Board Dan LeMaitre Dan has been an island resident since 1982 after living in central Massachusetts. In his earlier years Dan developed a love of the outdoors, organic gardening and working with animals on farms in his hometown of Hardwick, Ma. After establishing a caretaking/property management business for discerning clients, Dan started Nantucket Seafood , a successful wholesale and retail seafood business on the Island. As co-owner of the company Dan always wanted to make sure the store not only supplied the best and most varied seafood and other hard to find food items on island but also supported local restaurants, fisherman, scallopers and local farms by stocking their products in the store. Dan also made sure Nantucket seafood supported other organizations such as Sustainable Nantucket and Palliative and Supportive Care of Nantucket. Dan's responsibilities included being HACCP (Hazard Analysis Critical Control Point) and Serve Safe food 5 safety and monitoring manager, payroll management, retail sales and inventory management , wholesale and retail sales, employee management and "Person in Charge" liaison with local and State Board of Health and FDA inspectors and facility security. Given Dan’s long-time commitment to the Nantucket community and local businesses, along with his practical experience in operating a successful local business, he will make an integral team-member for the Mass Medi-Spa operation. Helene Weld Helene devotes much of her energies to improving life on Nantucket. She currently Chairs the Nantucket Board of Health, and has supported the Board’s efforts to address the issue and research regarding tick- borne diseases. To this end, and in addition, she serves on the Nantucket Tick Borne Disease Committee and the Nantucket Mosquito Control Advisory Committee. Helene also has been a major advocate for the island as a long-time member of the Nantucket Community Association. Her commitment to science and education continues through her work as a member and the Chair of the Board of Directors of the Maria Mitchell Association. Mrs. Weld is a Registered Nurse, and is a member of the Cornell University-School of Nursing Alumni Association, and the Columbia-University-School of Nursing Board of Visitors. While living in New York, Helene was a Board Member, Life Trustee, President of the Parent Association, V.P. of Internal Affairs, V.P. of Development and Chair of the Admissions/Financial Aid, Nominating and Development Committees of the Spence School, where her leadership was instrumental in the Spence School’s successful development. Kevin Flynn Kevin is founder and executive director of the annual Nantucket Comedy Festival, which brings national headliner comics to Nantucket Island. Beloved by comedians and attendees alike since its 2008 inception, the event unites an intimate group of people who live to laugh. Join the party! Kevin graduated from the University of Massachusetts, where he was captain of the soccer team and was named New England College Player of the Year in 1983. He went on to play three years of professional soccer in the Major Indoor Soccer League (MISL) – the sport’s top level in the U.S. before the launch of Major League Soccer. Kevin’s connections within, and devotion to the island community will be instrumental in helping our team establish positive community outreach, impact, and benefit programs. Joanna Roche Joanna is the Executive Director of The Green Spa Network, a non-profit trade association of 1800 members, serving the spa and hospitality industries globally in support of action for a sustainable future. As a spa development consultant and a passionate brand and wellness activist, she has more than twenty-five years of experience in management, marketing and operations for spa and hospitality companies globally. Her most recent project was the development of The Beach House Spa at Ocean Edge on Cape Cod, creating a spa that specialized in unique bridal services. She was the Wellness Director at The Westmoor Club, an exclusive, private club on Nantucket. Prior to moving to Nantucket, Joanna & Company was 6 focused on business development and digital marketing projects for UK based companies TribeSports and Celessence Technologies, and spa product companies focusing on textiles; Studio Twist, Majestic International and Cypress. She managed a young team of talented publicists as the EVP of Pierce Mattie Public Relations in NYC focusing on beauty and lifestyle for several years, and worked as the Communications Director on the executive management team at Canyon Ranch for eight years. Joanna has spoken several times at the Esthetic Spa International conferences as a pro educator on retail strategies and customer engagement, at the annual 2016 CSFA conference on The Future of Wellness in Private Clubs, and most recently in June at the IECSC on Creating a Sustainable Culture. Joanna currently serves on the Town of Nantucket’s Finance Committee and on Theater Workshop’s advisory council. Joanna’s experience will lend greatly to our customer engagement strategy, wellness centered approach to medical Patients, and help ensure all of our patrons as well as the community are well taken care of. Andrew Spollett Andrew Spollett is a farmer and educator who has been the Vegetable Production Manager at Bartlett’s Farm on Nantucket for nine years, overseeing 100 acres of field production and three acres of greenhouse production. His expertise includes all aspects of row crop production on a large scale, including field preparation and tractor operations, greenhouse systems management, crop scheduling, delegation of daily employee tasks, sales targeting and analysis, fertility management, and pest and disease control. A licensed pesticide applicator since 2009, Andrew has extensive knowledge of Integrated Pest Management and the latest in crop controls. Andrew has experienced in the organic certification process and also coordinates the occupational safety program for the farm, including the development of SOP’s for Food Safety certification. Andrew is member of the Board of Directors for Sustainable Nantucket, a non-profit organization whose mission is to build a more locally-based and self-reliant food system on island. Serving on the board since 2015, Andrew contributes his knowledge and experience for growing food to multiple aspects of Sustainable Nantucket’s mission. He serves as an advisor for the Community Farm Institute and conducts workshops on Soil Health, Composting, Pest Identification and Control, and Small Scale Farm Implements and Equipment. Andrew’s vast knowledge in horticulture and crop management will help ensure our operation consistently provides the highest quality products, meets fluctuating demand, and always puts quality first. Steven L. Cohen Steven is Partner at the law firm of Cohen and Cohen Law PC, a firm that he founded with his wife Jennifer (a 1992 Nantucket High School graduate) in 2014, which practices exclusively in Nantucket Massachusetts, focusing on real estate, land use planning, permitting, small business, nonprofits, and trusts and estates. Steven has been very active in zoning, planning, and other actions with high community impact on Nantucket, both with his current and former law firm, Reade, Gullicksen, Hanley, and Gifford and LLP. Before moving to Nantucket in 2005, Steven graduated with honors from the University of Massachusetts at Amherst in 1996 and with honors from the Tulane University School of Law in 1999. From 1999 to 7 2001 Steven was an Attorney for the U.S. Department of Transportation. In November 2001, he helped establish the new Transportation Security Administration and then served as Attorney-Advisor to the Secretary of Homeland Security until 2005. The Cohens have lived on Nantucket year-round since 2005, and have a daughter who is an 8th Grader at the Cyrus Pierce Middle School. In addition to his legal practice, Steven is the President of the Nantucket Bar Association and serves or has served on the Boards of the Nantucket Dreamland Foundation, Congregation Shirat Ha Yam, the Nantucket Democratic Town Committee, Fairwinds, and the Nantucket Education Trust. He also serves as counsel to numerous local non-profits and community groups. Steven’s legal expertise will help ensure our operation is consistently up to date with regulatory issues, state and local authority communications, and is always in full compliance. Community Advisory Board Our Community Advisory Board will help our team establish and maintain relationships with local outreach, guide charitable giving and benefit programs, and community support groups to ensure we create a positive community impact for the island of Nantucket. Jim Gross Established in 1974, Nantucket Land & Sea Co., Inc. will soon mark its 35th year of continuous ownership. Although our early focus was on Nantucket’s boating community, our work with marine engines and generators provided a smooth and natural transition to the residential side. In 1994, we became an authorized Kohler® Generator dealer. Their President is Jim Gross. As a lifelong mechanic and certified Kohler® technician, Jim has the knowledge and expertise to tailor every project to its individual needs. In his off-hours, Jim is a beekeeper of local renown. Every new generator comes with a jar of his award-winning honey. From the beginning, quality of both equipment and workmanship has been our guiding principle. As we celebrate our 35th Anniversary, and look ahead to future years, we remain committed to offering our customers the best generators, Kohler®, along with the best installations and service possible. And we are right here on-island, year-round. Elizah Tripp ACKtive Care is owned and operated by Leona Tripp, CNA and Elizah Tripp, CNA. Leona Tripp first became a Certified Nurses Assistance in 2001. Elizah decided to follow in her mother's footsteps after helping care for her aging Grandmother at the age of 16. Elizah became a Certified Nurses Assistant in 2014 and joined Leona as co-owner of ACKtive Care. ACKtive Care believes that Seniors thrive in their home environment under one-on-one care. ACKtive Care acts as the liaison between healthcare professionals, family members and Seniors to keep Seniors living at home and independently as long as possible. ACKtive Care works to provide personalized care to each client, that includes getting them out and about in the Nantucket community, engaging and socializing in many different ways. Dirk Roggeveen Dirk Roggeveen's legal career includes serving as a criminal prosecutor at the U.S. Department of Justice and the U.S. Attorney's Office for the District of Columbia. He also clerked for the Honorable Daniel 8 Manion on the U.S. Seventh Circuit Court of Appeals in Chicago. After moving to Nantucket with his family he served as Administrator of the Conservation Commission for over ten years. Roggeveen presently is in private practice, publicly representing clients before the Conservation Commission. Roggeveen also served as Chairman of the Historic District Commission for ten years, as well as stints on the local Contract Review Committee and the NRCS Conservation District. More recently, Roggeveen has been battling Lymphoma, and has observed first hand the relief from chemotherapy-induce nausea that can provided by medicinal marijuana. Mike Boylan “After several years in national sales management position for international consumer products companies and serving on a New York coop board for 8 years, my wife and I sold our home and built a home on Nantucket and have lived here for 15 years. I purchased the territory rights from UPS to open two stores, one on Nantucket 14 years ago, and one on Martha’s Vineyard 12 years ago. I’m proud to say that both stores have been very successful over the years and contribute back to the Nantucket community regularly. Our stores offer far more than shipping, having initiated printing services for the business community as well as printing artwork for the local art community all of which has been a model for the UPS Store network. I was recruited to serve on the Nantucket Chamber of Commerce Board of Directors holding the positions of director, membership committee, financial committee, student scholarship committee and VP of the Executive Board.” Laurie Richards Laurie's affinity for both children and weddings is reflected in her sensitive portraits and candid photography. Her relaxed, intuitive approach to any photographic assignment, combined with her state of the art technical savvy, always ensures beautiful, enduring images that connect the viewer to the person or event year after year. Operational Cannabis Industry Expertise and Experience Our management and consulting provider, South Shore Bio Pharma LLC (SSBP) has acquired expertise in the full scope of Cannabis operations as well as medicine, research, philanthropy, nutrition, and alternative therapy from long-time industry veterans and pioneers working to contribute knowledge and intellectual property which will be the foundation of our enterprise. With the support of SSBP, our team has developed in-depth operational and management procedures that are designed to promote successful, compliant business with top-tier quality assurance, and afocus on positive customer experience and treatment. Employees will be trained at the highest levels in retail operations, cannabis specific applications, along with a number of other non-cannabis customer service oriented elements, and will have continued learning mandated as necessary to incorporate new products and services throughout our operation. Professionalism and proper demeanor will be reflected down to the medically styled uniforms. These policies, procedures, and training modules include: • Employee Best Practices • Facility Specific Controls • Access Controls 9 • Security and Site Control • Employee Procedures & Practices • Customer service • Operations • Inventory: Control and Compliance • Security and safety • Research and development participation • Alternative therapy, nutrition, and holistic counseling Our goal is to provide the highest quality of products in a fully compliant, wellness-oriented setting. All products produced and sold by our team will follow strict quality control standards to ensure safety, potency, and compositional factors before it is shelved and distributed. Our team will receive specialized training on the strict quality control procedures to ensure our products are safe, reliable, and consistent. Contributors to the SSBP Expertise and Intellectual Property Development Group include: Angela D'amico Angela has successfully operated a dispensary in the State of Connecticut for over three years, and has maintained a high level of operations, medical efficacy, and full compliance without incident. It should be mentioned that CT has perhaps the most rigid and highly regulated medical cannabis program in the country. Angela supervises and oversees daily operations including but not limited to; laws, ordering, paperwork, sales, vendor relationships, patient services, regulatory compliance, patient communication and education. In addition, Angela’s responsibilities include: • Speaks and coordinates all educational classes in dispensary and at support groups for approved diseases. • Trains, coaches and encourages success of all managers and staff. • Maintains daily contact with security specialist to ensure all security measure are current and operational. • Maintains all patient lists and communicate with expired card holders to help in the recertification process. • Handles all marketing and merchandising. • Responsible for all aspects of Wellness and Holistic Services. Lauren Silberman Lauren is a versatile cannabis industry consultant with over five years of hands on cannabis experience in Oregon and California with cultivators, extractors, and dispensaries alike. She is a specialist in start-ups and licensing, and has helped cannabis businesses across the United States with initial infrastructure build-out, business development, communications, and market research. Lauren has also supported cannabis licensing and state compliance for a range of clients from small-scale farmers to multi-million dollar vertically integrated companies. Before working in cannabis, Lauren gained experience coordinating and publishing academic research, and has since supported cannabis research and education projects in the United States and Israel. Her cannabis specific experience includes: • Licensing & Compliance Consultant – Cannabis Industry o Worked with established and start-up cannabis businesses to support state and local licensing and compliance. Range of projects include developing and drafting cannabis 10 licensing and land use applications, developing compliant SOPs and employee protocols, establishing compliant seed-to-sale tracking and reporting systems, security protocols, and more. • Start-Up Support & Communications Consultant – Cannabis Industry o Worked with start-up cannabis businesses to support business strategy, infrastructure build-out, and SOP development. Projects included determining compliant standard operating procedures, creating employee handbooks/HR paperwork, brand building, developing social media strategy and building websites, R&D licensing, market research, and more. Recent communications work ranges from developing content to fact checking cannabis educational courses. Frank Matthews Frank is the Chief Security Officer for a number of existing and in-development Cannabis operations. With overall responsibility for all safety and security aspects of these operations, Matthews evaluates and directs the physical security developments, technology enhancements, testing and strict regulation compliance across all cultivation and dispensary operations. Having developed a robust employee training and background investigation platform, Matthews also oversees all hiring background investigations and continued safety education for all employees. Matthews coordinates with law enforcement and emergency services agencies to ensure direct communication and information sharing regarding the security of cultivation and dispensary matters, including anti-diversion, theft and robbery prevention. Until his retirement in 2015, Frank Matthews was the Lieutenant Colonel, Commanding Officer of the Investigative Division of the Massachusetts State Police. In that role he directed all criminal, forensic, and Homeland Security investigations while maintaining command over 700 sworn and civilian members assigned to 41 separate units. Matthews has thirty-three years of experience in coordinating with federal, state and local law enforcement agencies as well as private organizations to lead and institute crime prevention, investigation, training and response. Scott L. Rudy Scott is a senior manager with proven, consistent and measurable success in developing, managing and expanding businesses across a spectrum of industries, revenue sizes and complexities, both in the U.S. and internationally. Scott is well-positioned to take on a key business management role due to substantial experience in business plan development and execution, relationship management, and P&L and management responsibility. His other relevant positions and accomplishments include: • Start-up regional airline: transformed founder’s vision into professional business creation process defined build-out strategy and key business deliverables, developed professional-level business plan and financial models, generated competitor and demand/market analysis and lead fund- raising efforts resulting in $500,000 finance round • Well-established, local business owner with diversified interests: advisor for $15 million business portfolio and for proposed roll-up of new opportunities. Focus on strategic planning, business integration and operational issues • Start-up medical testing facility: critical review of key elements of business plan including funding 11 amounts/strategy, roll-out milestone identification/issues, management, legal, and risks for urine-based testing facility with $5 million in soft-circled sales commitments • Woods Hole Oceanographic Institute Technology Transfer Office: “Project Champion” for business planning and commercialization of potentially game-changing municipal wastewater testing device • Taurus Investment Holdings, LLC: a leading global real estate investment advisor, owner-operator and value-add developer of residential and commercial properties • Newly created position and a direct CEO report, charged with diversifying investor/client base to expand growth opportunities envisioned by company board • Within six months, developed significant investor group with access to over $15 billion Tamer Mohamed Tamer’s experience includes a background in chemical and biological engineering, which he now utilizes in helping pioneer product development and quality assurance in cannabis operations across the country. He is a dynamic leader with five years of experience in developing, operating, and growing cannabis extraction, processing, and manufacturing labs in Colorado, California, Illinois, and Pennsylvania. He has played a critical role in designing new labs, bringing new products to market, maintaining compliance while managing and growing a team. His greatest passion is to provide the highest quality extracts to medical patients in whichever delivery method works best for their conditions. His knowledge will help ensure our products are safe, efficacious, and consistent, and that our quality assurance program is top-notch. He brings a wealth of critical knowledge and strategy, which will not only improve patient care, product innovation, and safety, it will help transform the entire cannabis industry. Philip Hague Philip is a long time industry leader, with international acclaim, and has had a productive 17-year horticultural career before he began cultivating medical cannabis. Highlights of his career include: • In 2000, he became a Texas Master Certified Nursery Professional by the Texas Nursery Association & Landscape Association, the highest level of professional certification available. He comes from a traditional large-scale commercial controlled agriculture environment. • He has designed, built, staffed, and maintained over 1,000,000 square feet of state licensed indoor cannabis cultivation facilities, and more than 20 acres of greenhouse facilities, in Colorado, Illinois, Massachusetts and New York. • He became Chief Horticulturalist for a major cultivation facility, and in 2016, became the Chief Science Officer and Head of Horticulture in the United States for a major Canadian-US cannabis company. • In 2017, he became the Chief Production Officer of a 90,000-square foot cultivation and manufacturing facility in New York. After transitioning from horticulture into cannabis, he quickly built some of the most successful brands in the industry, gaining the respect of his peers and the media. Winner of multiple prestigious cannabis awards, he has been featured in numerous articles and news programs on the industry. Ryan Clendenin Ryan Clendenin is a manufacturing and business systems strategist, a small business owner, an educator, and executive leadership professional serving the legal cannabis industry since 2013. He is focused on craft cultivation and extraction, whole plant products, and custom supply chain management solutions 12 for boutique and corporate clients alike. With over fifteen years of international experience developing systems solutions for the global defense, financial services, and agricultural supply chain verticals, Ryan is uniquely driven to achieve profitability in fragmented regulatory environments. Ryan has developed award-winning cannabis business, brands, and products across nine states, from New York to California, aiming to broaden access to cannabis for industrial, medicinal, and recreational markets. As a part of the award-winning team that first introduced “Live Resin” to the Colorado recreational cannabis market in 2014, Ryan is dedicated to people, plants, and process. His products are regularly featured in cannabis industry publications, and Ryan was briefly featured in the film “Rolling Papers” about the regulated cannabis industry. Medical Advisory and Research Team Gilbert J. Fanciullo, MD, MS, Dr. Fanciullo is a leading medical expert in anesthesia and pain management; he has served as an instructor in anesthesia at Harvard Medical School, and is currently professor of anesthesia at Dartmouth Medical School. In addition, he serves as the director for the Pain Management Fellowship at Dartmouth. A practicing anesthesiologist as well, Dr. Fanciullo has held chair and board-of-director positions with the American Academy of Pain Medicine. With over fifty journal article author credits, he holds a major interest in pain management research, focusing particularly on opioid and cannabinoid applications. He currently serves as the Editor-in-Chief for the International Journal of Medical Cannabinoids. Corey Burchman, MD Like his colleague Dr. Fanciullo, Dr. Burchman, MD, is a prominent expert in anaesthesia and pain management. Having served as an instructor in Anesthesiology at the Harvard School of Medicine and a Clinical Associate at Mass General Hospital, Dr. Burchman is currently an Assistant Professor of Anaesthesiology at the Dartmouth School of Medicine. With dozens of journal article author credits, he holds a major interest in pain management research, focusing largely on opioid and cannabinoid applications. Financial Ability and Relationships Our team has access to capital well in excess of our estimated budgetary requirements through the consulting and loan agreement with SSBP (with available capital up to $8,000,000.00), and what is to be above adequate for necessary initial and ongoing operating expenses, including completing renovations, purchasing all necessary equipment, and inventory and allowing the company to operate in a positive cash position until it is self-sufficient through the free cash flow generated from operations. Detailed estimates, engagement commitments, and timelines for completion have been secured for our location, and our spending plan includes all necessary items to become operational within months of earning appropriate licensing and permissions for our licensed cannabis business. Our estimated costs, income, and break-even estimates based on the local qualifying population of customers and patients, demographics, expected social acceptance growth and other contributing factors. Further, MMSI want to stress that we have hired local general contractors, engineering and design, construction and other firms to the largest extent possible for a project of this type, in addition to a multi- 13 million dollar build-out of our facility. We are not here to test the proverbial waters and then leave the Community. We intend to be here for the long haul. Educational Outreach, Branding, and Marketing Our team is committed to marketing through relationship building and community outreach that offers additional value to our customers when compared to other dispensaries that have less experience and financial wherewithal. Our competitive edge will be our commitment to providing the highest quality of customer experience in a wellness-oriented setting that is fully compliant with all regulations set forth by the Nantucket Township and the Commonwealth of Massachusetts. We will work with local partners to develop and market an image of a high-quality provider of our products and services. This image will be presented in our menu, signage, website, and the presentation and attitude of our employees. Service will be completed with compassion, and the customer will receive unparalleled service and response to questions, problems, or requests. Maintaining a Commitment to the Medical Program Mass Medi-Spa is committed to providing the highest quality of care to patients that are actively enrolled in the Commonwealth of Massachusetts’ Medical Use of Cannabis Program. Our team will work to ensure that a full range of medical cannabis products are available to our patients, which include options for different delivery methods, cannabinoid and terpene profiles, and dosing to ensure patient choice. Our larger company focus also includes continued cannabinoid oriented clinical trials and research participation in local and international universities and medical centers. Our product managers will be responsible for understanding specific use and benefit of cannabinoids and terpenes, their synergies with complimentary healing modalities, and serving as liaisons between patient needs, ongoing research participation, and producer output, thus creating a closed loop system which increases the ability to treat patients, and further the overall benefit them as well as the community. Products may include: pill; oil; topical forms, including gel, creams or ointments; a form medically appropriate for administration by vaporization or nebulization; dry leaf or plant form; tincture; beverages; and edible forms (as allowed). We intend for our facility to serve as a health and wellness center providing patient-oriented care in addition to holistic medical and wellness services. A calendar of events and workshops integrating all aspects of well-being will be organized and posted in the dispensary facility and online. Workshops will include, but are not limited to: • Seminars featuring patients and their experiences. • Seminars featuring legal experts in the continuously developing and changing medical cannabis industry. • Scheduled talks by physicians, pharmacists, nurses and other medical practitioners and healthcare providers. • Seminars involving the common participation of patients, doctors and community though leaders will also be organized to allow cross education Product Approach Mass Medi-Spa will produce and dispense high quality cannabis products for a range of delivery methods that encompass a range of cannabinoid profiles to ensure a diverse range of products are available for both our patients and adult-use customers. Our production managers will be responsible for 14 understanding the specific application and benefits of cannabinoid profiles and delivery methods/routes of administration along with their synergies with complimentary healing modalities. They will serve as liaisons between patient needs, ongoing research participation, and production output to create an internal product management system that increases our ability to provide consistent, safe, and reliable products for our patients, customers, and entire community. Medical Patient Oriented Services and Education Intake/Orientation Process. Newly registered qualifying patients and their personal caregivers must initially participate in an orientation. The Orientation Process will provide patients with a comprehensive understanding of rules, special programs and library resources; various methods of medical-cannabis administration and/or ingestion options, and related side effects; safety, effectiveness and techniques relating to alternative dosage forms Consultations Will also aid in delivering ‘Patient centered care’, based on their specific needs, conditions, and provide the ability to perform and improve this care on an ongoing basis Continued One-On-One Interviews and Training Sessions. Our company believes that the best way to provide counseling and education to member patients is through one-on-one interviews and information sessions. Through training and experience, our professional staff will share their knowledge in helping patients make the right choices of cannabis and application. We have dedicated space in the facility to accommodate this crucial function. We consider this a must-have so Patients can feel they can discuss a variety of issues in the privacy of a closed door setting away from the open space of the dispensary. Ongoing Medical Studies and Research. Mass Medi-Spa is receptive to assisting new or ongoing medical studies and research and strives to help patients help themselves in a positive and compassionate way. We do this by offering patients the opportunity to participate in ongoing medical studies and research trials which, if agreed to, will be shared with their recommending physicians and our advisory medical committee on a voluntary, anonymous basis. Events and Workshops A calendar of events and workshops integrating all aspects of well-being will be posted and updated in the dispensary facility. These workshops will include, but are not limited to: • Seminars featuring patients and their experiences. • Seminars featuring legal experts in the continuously developing and changing medical cannabis industry. • Scheduled talks by physicians, pharmacists, nurses and other medical practitioners and healthcare providers. • Seminars involving the common participation of patients, doctors and community though leaders will also be organized to allow cross education Pain Management and Wellness Community Calendar and Services 15 Mass Medi-Spa intends our dispensary facility to be viewed by patients as a pain management, general health and wellness resource whereby holistic medical and wellness consultation and treatment may occur through a wide range of professionals. • Compassionate understanding and assessment of the multidimensional nature of patients in pain; and • Diagnosis and alleviation of acute, chronic and cancer pain and the pain and suffering of persons with advanced serious illnesses; • Development and utilization of advanced modalities in pain medicine to help patients live more fulfilling and productive lives; and • Promotion of care and wellness for the whole patient and his or her family. Security, Non-Diversion Assurance and Non-Deleterious Operation Summary The overall security of our facility, patients, children, our community, and team is absolutely paramount. Our dispensary will include protection far exceeding that of any standard medical facility and will be on par or better than most bank security systems. Several physical features, staff protocols, and functional design concepts are being implemented to ensure a secure, comfortable environment which poses minimal risk and does not negatively impact the City or its community. These include a number of state- of-the-art physical and bio-metric controls, detailed record keeping software, adequate and aesthetically pleasing exterior lighting, education for staff and the public, direct relationships and oversight from local authorities, full-time security staffing, categorical access controls, and dozens of other applied measures to ensure our products are only in the hands of registered patients or adults 21 years of age or older, and only used to achieve their maximum benefits. Security Features Overview To prevent unauthorized access, and to ensure against theft, loss, and/or diversion, our facilities are constructed with: • Full access controls • Comprehensive policy, procedures, and training • A brick and mortar (or concrete) founded and walled structure with an affixed roof • Steel plate framing and/or steel reinforced concrete within shared-walls, and at interior visitor/agent access control points • Ballistic level glass at interior visitor/agent access points and glass treatments at exterior windows • Affixed access prevention equipment on exposed windows (along with affixed window coverings/anti-visibility treatments), vents, and other potential access points • Security doors using approved commercial grade locks, both manually operated and electronic, controlled by a secured, interior position along with access control protocols • Secured, automatically locking doors at all interior access points by auditable biometric systems, key- fobs or codes • Auto-lock and entry monitoring of all product areas to prevent access to persons during the temporary absence of management • State approved safe(s) housed within a fortified, secured vault area (steel plate framing within concrete walls, walk-through vault door) • Sufficient battery backup for alarms, video cameras and recording equipment to support ongoing operation, recording, and storage in the event of power loss 16 • A series of devices (motion, video/photo, pressure, DVR, etc.) to continuously detect and monitor all activities including unauthorized intrusion (alarm/surveillance system) • Dedicated DVR storage enclosure • Fire and smoke detection / alert / suppression systems • Exterior lighting- commercial HPS/MH/LED lighting, adequate to fully illuminate access points, walkways, and parking areas; timed/photo-sensed for sunset and sunrise Preventing the Diversion of Cannabis to Minors We understand that the potential diversion of cannabis to minors is a major concern of the Framingham community, and we will take steps to ensure the prevention of this aspect in multiple operational categories. These include: • Education for the staff and patients regarding the potential hazards of youth cannabis use • Outreach to youth-oriented programs and addiction centers • Branding and packaging that hold no similarity to products seen as enticing to children • Product development plans which exclude any items that are enticing to children • Child-proof packaging and packaging meeting ASTM standards to prevent accidental exposure • Policy prohibiting loitering, on-site consumption and diverting products in any way, and termination of membership as well as criminal prosecution as the consequence of violating these policies Initial Access Controls In order to prevent unauthorized persons or minors from obtaining products, Mass Medi-Spa will utilize preliminary identification and verification procedures to control access. Unauthorized persons cannot just walk into the facility as they might enter, for example, a liquor store. The establishment is designed to prevent access by anyone other than authorized customers 21 years of age or older, registered patients, staff, and approved visitors. Vendor and staff entry occurs exclusively through the back entrance, which is monitored by security and controlled by card access. All public entry occurs exclusively through the front entrance, via a two-door waiting area that also functions as a man-trap. Upon entry into the waiting room, all public visitors are greeted by security personnel and reception personnel. Security personnel are trained to visually inspect all public visitors and be alert to any suspicious behaviors or warning indications. Visitors will be asked to approach the greeting window to present their government-issued photo identification and, if applicable, Medical Use of Marijuana Registration Card to reception staff. Once these are verified, the visitor is asked to sit in the waiting room until the retail floor is ready to accept another customer; the security officer will then unlock the dispensary door and direct the patient or customer inside. Any visitor who cannot provide the appropriate identification will immediately be directed to leave the premises. The dispensary door will not be unlocked while any unverified visitor is in the waiting room. Inventory and Sales Control Our team has implemented a stringent control system that will be put in place via: a point of sale/inventory tracking system; tools and form for accounting and verification; and tasks and processes that will ensure accountability at every stage through the product chain. Our team will implement a Cannabis Control Commission-approved industry management database system. This system will allow our team to strictly enforce the customer purchasing limits as established by the Commonwealth. Additionally, these purchasing limits will be communicated to each customer verbally during orientation 17 and through our customer education materials. Odor Control The community and anyone standing outside of the facility will not be able to detect any exterior cannabis odor. Our center will use a combination of state-of-the-art odor control methods to “scrub” the air free of odor particulates in a way that is natural and does not produce harmful byproducts, along with packaging and storage systems and overall facility design to ensure the maximum elimination and reduction of on-site and off-site odors. Key features of our odor control system include: • Active Carbon filtration is commonly employed by cannabis producers / growers / dispensaries, as it has been shown as extremely effective in eliminating Cannabis, Cannabinoid, Terpene, and other associated odor elements while maintaining a natural, safe, effective solution. • An amount of air flow will be cycled through the activated carbon filters equal to roughly 6,080 cubic feet per minute (CFM), enough to cycle / scrub an entire 15,200 cubic foot facility in 2.5 minutes will be asserted various times throughout the day. • High volume, in-line fans can easily produce these metrics, while consuming only a few square feet, operating on a patterned method to save energy. Available Parking and Traffic Concerns Our dispensary has ample parking available for our customers, our staff and our neighbors. Customers will have access to off-street parking, as well as dedicated ADA compliant parking spaces. 39 spaces are located adjacent to the site. The thoroughfare which serves our location is not expected to see any substantial increase in volume due to our operations, nor should overall traffic flow be impeded or affected by customers entering/exiting the facility parking lot. A number of public transportation options are available nearby, allowing access to customers without vehicles while reducing local traffic impacts due to our presence. Additionally, we intend to encourage an Employee Carpool Program to further reduce our traffic related and environmental impacts. Community Benefits and Impact We are dedicated to giving back to the communities we call home. Our dispensary model includes the use of a Community Advisory Board, consisting of Nantucket’s most passionate residents, who will be responsible for cooperating with the local community to determine and implement the most beneficial use of donated funds and services. In order to ensure the full benefit to the surrounding communities, we intend to engage, develop, and continue community outreach relationships and specific programs. Our founding team has a long history of community service involvement and has philanthropically donated to, and led, numerous organizations that support those who need it most. We wish to continue this positive contribution, and we aim to identify, operate, and serve in communities where we can deliver the most substantial economic impact. This will include direct monetary contributions based on sales benchmarks that have been allocated for community impact programs, and will include fundraising for and donating to specific groups, as well as the development of our own proprietary causes, designed specifically for the needs of our local community. We are especially committed to providing community benefit programming dedicated to addressing the opioid epidemic, substance abuse prevention, supporting Veterans and active service members, 18 and meeting the specific needs of the patients in our local community. Mass Medi-Spa has existing relationships with a number of world class physicians and researchers through our advisory boards and management. Their work is dedicated to understanding cannabis’ benefits and reducing opioid dependence in several states. In addition to these advisors, Mass Medi-Spa has sought out local partnerships to ensure that we are meeting the needs of our local patients and community. Opioid Epidemic and Addiction Research “An Observational, Prospective, Multicenter Study of the Effectiveness of Medicinal Cannabis in Reducing the Opiate Dosages Used in Pain Management Treatment: A Comparison of Pain Levels, Functioning, Quality of life, and Addiction Patterns.” Rationale, background information, and issue(s) intended to be studied: Under the guidance and supervision of our Medical Advisory Committee and Research Team, our research aims to analyze the effectiveness of medicinal cannabis as an aid to lower the dosage of opioid- based treatments in certified medical marijuana patients. Additionally, we seek to add to the existing body of research surrounding the “gateway hypothesis” as well as the “reserve-gateway-effect” by examining the relationship between the use of medicinal marijuana and the use of alcohol and other drugs by patients throughout their participation. We recognize that effective research into treatment outcomes will require the collection of vast data. The following describes how these data will be collected, aggregated, secured and utilized. We already have extensive experience in collecting electronic data from patients through an existing relationship with Dr. Fanciullo and Dr. Burchman who have undertaken epidemiological research on the use of cannabis within the states of Vermont and Maine, looking at clinical diagnoses, clinician prescribing patterns and costs. Veteran Specific Access Our team has partnered with a group called Veterans For Cannabis (VFC), which is a group working to improve cannabis categorization and education so veterans can improve their lives. VFC’s vision is a world where the suffering of those who served our country can be mitigated by treatment that does not further damage their bodies, minds and lives, or cause the death of more than 50 Veterans a day from suicide and accidental overdose. VFC’s mission is to reduce deaths associated with accidental overdose from prescription pain medication and overall suffering associated with PTSD and chronic pain in Veterans and all patients through the distribution of highest quality DNA-sequenced CBD oil. In addition, we will provide Veterans for Cannabis a platform to reach out to Veterans in our local community through education and in support we will provide a donation to this group. We will invite veterans to join our team through employment opportunities for security, reception, technicians and any other positional opportunity. Environmental Impact Reduction In order to responsibly operate while acting to best serve the Nantucket community, we have applied an in-depth understanding of the potential and concurrent impacts of indoor commercial cannabis cultivation, processing, and dispensing, and developed a series of environmental impact reduction techniques, technology applications, practices, and outreach programs which serve complimentary to our goal of community mindedness and continual improvement. The environmental impact reduction 19 programs include the following: • Environmental Impact Assessment and Goals • Program Structure and Frequency • Environmental Impact Minimization • Internal and External Programs & Contributions • Additional / Future Concepts • EPA ‘WaterSense at Work’ reduction, conservation, and utilization guidance Our operational plans and goals include a number of best practices, techniques, and methodologies to reduce our environmental impact, while maintaining full compliance with any and all relevant rules and regulations for the Commonwealth of Massachusetts and Town of Nantucket. These include: • Practices and Methodologies o Preemptive solutions / environmental controls o ‘Green’ sanitation & cleaning practices o Quality assurance assessment at all stages of cultivation o Clean-room separation from sensitive area access with Air-shower usage o Employee / sensitive area access wardrobe requirements o Electricity consumption reduction techniques & efficient space design o Proper disposal of lighting related toxins (mh / hps bulbs) o Organic nutrient & pest/crop solutions o Minimal water usage & minimal nutrient wasting o Maximizing usable products / minimizing waste • Equipment, Usage, and Technology o High efficiency equipment and environmental practices o Office related o Agriculture related o Transportation (Traffic, Employee, Patient) related • Internal and External Programs & Contributions o Recycling program / waste minimization o Road segment/ rest-stop sponsorship program o Rainforest protection / local carbon reduction sponsorships o Compost / waste usage program • Additional / Future Concepts o Solar panels o Bio-diesel and/or electric vehicles o Consideration of LED systems as technology improves o Commitment to continual improvement Treatment of Wastewater In order to maintain an eco-friendly relationship with our beloved island of Nantucket, and in order to meet and exceed wastewater and other waste regulatory codes, we’ve developed an in-depth approach to issue. The facility and operations manager, reporting to the chief operating officer will hold the responsibility of coordinating, executing, acquiring technology, and delegating the accompanying matters to achieve our goals. This person will also be responsible for monitoring waste water content levels, automated equipment for monitoring, coordinating with disposal service providers, recordkeeping, and determination of suitability for the given disposal method as defined per CMR and EPA statutes and guidelines. 20 Regarding Cultivation: Any wastewater will be processed internally for re-use as much as possible, and if declared unfit will be cleansed as much as possible before being sent to drainage, or to an above-ground holding tank for disposal by an approved remediation service. Wastewater quality will fall within the limits of domestic waste. Above-Ground Wastewater Holding Tank In order to contain wastewater from cultivation, extraction, or other processing and manufacturing which does not meet the preliminary exemption or quality standards for discharge, we intend to purchase, install and utilize an above-ground holding tank, to be emptied and disposed of / recycled by an approved provider. The tank will be housed in an enclosure which meets the aesthetic of the exterior structure- with the same high-end feel and design. Per CMR 18.07: Design and Operation Requirements for Above-ground Holding Tanks Owners and operators using an above-ground holding tank to accumulate or store industrial wastewater prior to off- site recycling, treatment or disposal, and 314 CMR: DIVISION OF WATER POLLUTION CONTROL 18.07 Disposal of Liquid and Chemical Waste We intend that any wastewater from cultivation, extraction, or other processing and manufacturing which does not meet the preliminary exemption or quality standards for discharge, as well as any hazardous or non-hazardous liquid or chemical waste will be collected and disposed of by a Centralized Waste Treatment (CWT) Facility permitted by the Department under 314 CMR 7.00: a full service “hazardous waste disposal company that specializes in the disposal of chemical waste, flammable liquids (Class 3)” “as well as other types of hazardous wastes requiring special removal, transportation, and disposal” in full compliance with local, state, and federal regulations. Waste will be collected and stored per our operations manual including safety data sheets, protective equipment usage, and chemical storage area usage of the facility. Maximum anticipated waste generation is >30 gallons per month, which will qualify the facility as a Small Quantity Conditionally Exempt generator under the Resource Conservation and Recovery Act. Waste will be accumulated until up to 55 gallons is collected, at which time it will be disposed through a Treatment, Storage and Disposal facility. All hazardous waste solvent will be managed according to sections 3001— 3024 of the Resource Conservation and Recovery Act of 1976 Site Summary Our goal is to create an environment that exudes professionalism, will help build community confidence, and serve as a standard for any similar facilities. We have committed significant resources into designing an aesthetic that puts our customers into an atmosphere of trust and a relaxation in a well-appointed, relaxing interior. The facility will be located in an area that meets Commonwealth requirements for distance from schools, churches, and child-care centers, and in full cooperation with all Town of Nantucket zoning regulations and approval. The façade blends into and is consistent with island aesthetics and is intended to be indistinguishable from any other buildings in the area. The cultivation and processing areas, while attached to the overall structure, will also meet our exterior aesthetic standards. No plants, equipment, or processes will be visible from the exterior. 21 We have secured a location that we believe will be an ideal location for our facility and the community we serve, which is central to the Nantucket community and does not encroach on any sensitive or family- oriented sites. Ensuring that our location meets all state and local requirements is paramount, along with ensuring the facility meets and exceeds the imagery and quality of nearby retail and high-end design standards. Example photos of cultivation, processing, and dispensary facilities are included below: 22 Estimated Local Job Creation This project will directly and indirectly create sustainable income initially, and permanently for a number of residents, local contractors and service providers. Please also note the communal economic gain of well compensated employees that have year-round employment and income which meets or exceeds current average ‘per capita’ income rates based on the most current demographic data. These employees will also receive full benefits for medical, vision, and dental needs along with their families. The summary of potential job growth is as follows: 23 Outside service providers such as landscaping, maintenance, contractors, ancillary services, etc. will be sourced from within the Nantucket community to the extent practicable. Sample Annual Tax Revenues This summary reflects revenues for Town of Nantucket, based on a potential 3% local tax rate on all sales. The combined National average spend rate is approximately $50.00 per person per visit, with medical patients averaging 1 visit per week. Retail (Adult-Use) sales are slightly higher at $65-75 per customer, with a non-habitual visit pattern as many adult-use customers are expected to be visitors to the island. 20 18 16 14 12 10 Minimal Dispensary Based Job Creation Ability Combined Production Center and Dispensary Based Job Creation Ability Initial Phase Ramp-Up Phase Full Operating Capacity 24 Note: Estimates are based on conservative patient and customer capture rates at (national) average purchase values per visit and on traffic averages that do not account for seasonal increase or decrease in overall traffic. Customer/Patient Amount Anticipated Gross Anticipated Annual Gain 20 per day $365,000 $10,950 49 per day $816,000 $24,480 76 per day $1,387,000 $41,610 103 per day $1,879,750 $56,392 Market Analysis Our financial and traffic projections are based on statistical trends from the industry, qualifying patient statistics, average spend and market capture rates, which we have assessed and determined a conservative series of estimates thereof. We anticipate an increase in traffic as the social paradigm shifts towards cannabis acceptance as it has in other states with medical and adult-use cannabis programs, and as more doctors begin to become educated in cannabinoid therapies and become certified to write recommendations. Over the next five years, the industry will continue to benefit from increasingly favorable attitudes toward medical cannabis-based treatments. Additionally, the industry will be led by the growth in demand for recreational cannabis. The Medical and Recreational Cannabis Growing industry is expected to grow at an average annual rate of 31.4% over the next five years, placing industry revenue at $7.4 billion in 2020. National Average Consumption Rate (by product category) • Flower 45% • Concentrates 30% • Edibles 15% 0 10000 20000 30000 40000 50000 60000 Low Patient Count Intermediate Patient Count Mean Patient Count High Patient Count Tax Gain at 3% Tax Gain at 3% 25 • Topicals, tinctures, capsules, patches etc. 10% Patient / Retail Customer Capture Rate We expect an initial 0.002 medical patient capture rate, and a 0.01 - 0.015 retail customer capture rate of the overall population, given proprietary data and national averages comparable to Massachusetts qualifying conditions, social climate, and term of the medical/adult-use cannabis program. We expect this to grow by 0.0005 to 0.001 annually for 3-5 years, with an annual growth rate of 0.001 – 0.0015 thereafter. • Nantucket Overall Population: c.11,200 (off season) to c.55,000 (summer residents) o Per the 2017 U.S. Census Bureau • Nantucket Annual Visitors: 400,000+ • Expected Capture Rate (ECR): Average Qualifying Percentage of Population vs. Social Factors o ECR (medical patients) = 0.002 § Initial Patient Estimate (@.002) = 22 off season / 110 summer o ECR (adult-use customers) § Initial Adult-Use Estimate (@ .01) = 4,000 retail customers annually, primarily anticipated during summer months Demographic Overview: Nantucket1 Nantucket Domestic Economic Impact on Massachusetts Counties, 2012-2016: • County Expenditures ($ Millions): 169.35 • Payroll ($ Millions): 38.68 • Employment (Thousands): 1.08 • State Tax Receipts ($ Millions): 5.45 • Local Tax Receipts ($ Millions): 6.08 In FY2017, there were 24.2 million total domestic visitors to Massachusetts. Visitors from New England and the mid-Atlantic states (NY, NJ, and PA) accounted for 75.4% of all domestic person trips to the state. The largest state source of visitors was Massachusetts residents themselves, 7.8 million person trips, 32.3% of all domestic trips; followed by New York state with 3.1 million person trips, 12.9% of trips; and Connecticut, 2.0 million person trips, 8.5% of trips. The definition of a visitor is one who travels 50 or more miles one way or who stays overnight in paid accommodations. Nantucket Room Occupancy Tax Collections by County, FY2017: • Local Collections ($000): $3,498 • Share: 1.7% Nantucket Census Information, FY2017:2 Population Nantucket (Town) Population estimates, July 1, 2017, (V2017) 11,229 Population per square mile, 2010 226.2 1 Source: Massachusetts Office of Travel and Tourism, accessed December 2018 2 Source: U.S. Censure Bureau, accessed December 2018 26 Income & Poverty Median household income (in 2016 dollars), 2012-2016 $89,428 Per capita income in past 12 months (in 2016 dollars), 2012- 2016 $46,009 Persons in poverty, percent 10.3% Health With a disability, under age 65 years, percent, 2012-2016 5.9% Persons without health insurance, under age 65 years, percent 6.6% Population Characteristics Veterans, 2012-2016 558 Age and Sex Persons under 5 years, percent 5.1% Persons under 18 years, percent 19.9% Overall Goal Summary The Mass Medi-Spa team’s primary goal is to provide high quality, trusted products and customer- oriented service. We believe in client-focused decision making in everything we do, from the products we offer to the way we reach the people in Framingham community. In order to ensure our mutual successes, we will be committed to first-class customer service, the highest quality products, maintaining compliance, and effectively capturing the existing and future market share while also generating a positive image and impact for our local community. This is carried out through strict protocol, high quality training, and constantly improved operating procedures. Quality service, competitive pricing, sound business practices, a safe environment and attention to detail shall always be top priority. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 8 1 MMSI Timeline & Development Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Overview As can be seen in the operational timetable below, multiple steps will be pursued and realized concurrently in order to ensure the timely execution of the schedule. Please note that we are assuming the issuance of the permit is 2/1/2019 and all tasks “waterfall” from that date. If that date changes all other dates will change accordingly. Our goal is to build a center which is highly efficient, while maintaining the aesthetic which is expected in the Nantucket community, utilizing local Nantucket firms, suppliers, and tradesmen. We intend to phase the buildout by completing the cultivation annex first, followed by the processing and dispensing annexes so as to minimize the time until we are able to dispense to patients and adult use customers. This approach will allow adequate overlap to run a full crop-cycle, then prepare for quality assurance and product development while the secondary annexes are developed creating a seamless transition into community engagement, education, marketing campaign launches, and then sales. Our financial capability along with our operating relationship with South Shore Bio-Pharma will utilize expertise in developing and operating numerous centers across the country, allowing us to become operational as soon as possible after licensing, and to become sustainable and successful in support of the Nantucket community. Their team has unique insight and experience in the development process, and has succeeded at achieving timeline and budget goals several times. Note: If our group receives approval for the 40 Old South Rd. location, we can move our operational timeline forward as much as 6 months to August of 2019 (versus February 2020). We've already received elevations and blueprint renderings for the site, and would be able to complete the permitting process and start construction utilizing the same phased approach as of April 2019. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 8 2 Developmental Timeline Estimates Activity Estimated Start Date Preparation and planning of operations Prior to permit issuance 12/2018 Issuance of permit 02/1/2019 Interaction to finalize permit 02/2/2019 Board Constitution 02/3/2019 Initiate administrative / accounting / HR plan 02/3/2019 Final budget approval by Board of Directors and allocation of funds 02/25/2019 Planning of sites and construction documents 02/25/2019 Website update 02/25/2019 IT system analysis and selection 02/25/2019 Contact all vendors and local authorities for required allowances 02/25/2019 Pre-Construction and Foundation elements Begin 03/2019 Final Construction and inspection (see construction timeline below) Complete by 12/2019 Company procedures confirmation 03/20/2019 Employee handbook finalized 04/20/2019 Final phase Initiate staffing plan / hiring process 08/01/2019 - 08/31/2019 staff orientation and training including mandatory training course 09/2019 - 10/2019 Finish security system installation 10/10/2019 IT System install including POS / management system, inventory tracking, accounting software 10/2019 Furniture, fixtures and equipment delivery and installation 10/2019 Finish vault installation 10/2019 Request for final inspection and local authorities for certificate of occupancy (or equivalent) – production annexes 10/2019 Receipt of certificate of occupancy (or equivalent) for production annexes 10/2019 Commence cannabis production via seeds 10/15/2019 Contact vendors (ancillary accessory /retail products) and finalize inventory delivery 11/2019 Request for final inspection and local authorities for certificate of occupancy (or equivalent) for dispensing annex 10/2019 Final inspection – dispensing annex 12/2019 Receipt of certificate of occupancy (or equivalent) – dispensing annex 12/2019 Contact local/craft vendors and finalize inventory delivery 12/2019 Communication with patients 11/15/2019 Case workers pre-enroll patients 11/15/2019 Finalization of Dispensary annex décor, site, and marketing launch 12/2019 Patient orientation and education (Online) 11/15/2019 (on-site) 12/2019 Product Development and Quality Assurance Completed 01/25/2020 Final Product Packaging and Preparation 01/28/2020 Dispensary opens for sales 02/1/2020 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 8 3 Production Timeline Estimates Cultivation Schedule Order supplies, nutrients and other materials 9/15/2019 Internal staff training for the growing of medical cannabis 10/2019 Commence production via seeds 10/15/2019 Move seedlings into vegetative growth 10/25/2019 Vegetation 10/25 - 11/15/2019 Flowering 11/15 - 1/15/2020 Harvest 1/15/2020 Processing Schedule (Start Dates) Internal staff training for processing and extraction equipment 10/2019 Calibrate testing, processing and post processing equipment 11/01/2019 Set up of all packaging stations 11/01/2019 Extraction of medical cannabis 1/15/2020 Post processing of medical cannabis 1/15/2020 Medical cannabis product formulations 1/24/2020 Quality / Assurance Control Testing 1/25/2020 Packaging and Preparation of products 01/28/2019 MMSI Plan for Obtaining Liability Insurance Mass Medi-Spa Inc (MMSI) has contracted with the following vendor for liability insurance: Barry Zimberg Mark Edward Partners 505 Park Avenue New York, NY 10022 Tel: 212.813.8476 Fax: 212.813.8085 Website: http://www.markedwardpartners.com/ Mark Edward Partners is an independent full-service, international brokerage firm covering all lines of insurance for a wide variety of corporations, individuals, and families. MMSI has contracted with Mark Edward Partners for all liability insurance needs for our operations in Massachusetts, and will initiate required liability insurance coverage at the appropriate time during the application and licensure process, before our business is fully operational. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Plan for Continuous Local Supply Mass Medi-Spa Nantucket Facility Introduction Mass Medi-Spa is committed to offering a continuous supply of high quality, safe, and consistent cannabis and cannabis products year-round to the island of Nantucket. We’ve anticipated the challenges surrounding a limited supply chain due to geographic and waterway restrictions for cannabis transport, limited access to local and craft growers, and the summer seasonal influx of residents and tourists. An inability to meet demand due to limited resources would be a failure and a disservice to the patients, community, and visitors of Nantucket. Mass Medi-Spa has fulfilled its goal to secure adequate financing, expertise, and a location with a cultivation facility large enough to ensure we can meet and exceed the expectations and cannabis needs of the Islanders. Experience Our expert management and consulting team has experience with cultivation, processing, dispensing and logistics of the seed-to-sale process, with input from long time industry leaders with international acclaim, with varied backgrounds including research, patient care, site and product development specific to the cannabis industry in the nation’s most highly regulated states. Mass Medi-Spa will utilize this knowledge and know how to be up and running as soon as possible, and to ensure a successful, compliant, quality-oriented approach. Adequate Resources The Mass Medi-Spa team understands that substantial funding will be necessary to build first class facilities. As of the date of this submitted proposal, Mass Medi-Spa has secured at least: • An initial funding commitment of $8,000,000; and • A location for cultivation, processing, and dispensing facility spaces with ample room to meet production and retail needs The funding will enable Mass Medi-Spa to cover start-up expenses such as security equipment, technology, cultivation/processing equipment, site build-out and staff; post start-up operational expenses; and incur any ramp up period costs until market viability or crop failure scenarios. At the same time, with adequate cultivation space, Mass Medi-Spa will have sufficient space to meet future increases in demand without having to secure zoning variances or other special permits. Along with the expected seasonal influx of residents and tourists to the island, significant increases in demand appear to be inevitable in the future due to shifting social and cultural climates as the cannabis industry becomes more and more a part of everyday life. Mass Medi-Spa has the necessary resources - financial, expertise and building space to keep up with any such increase in demand. Appropriate Facilities Mass Medi-Spa will cultivate its cannabis in a state-of-the-art center, featuring mother and clone rooms, a vegetative growth phase room, with staggered–cycle flower rooms, dry room and packaging room. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 The center features automated lighting, supplemental horticulture and dedicated propagative lighting, full environmental controls, and is capable of sustaining a consistent supply of cannabis for the facility’s needs. This will allow Mass Medi-Spa to create a systematic perpetual cycle, yielding a large-scale harvest every two to four weeks. Based on the current estimated average, Mass Medi-Spa will be able to provide a steady supply of inventory immediately after its first harvesting cycle. We have the resources to secure the finest extraction and product development equipment available, and to perform any necessary building development to accommodate it. We also utilize in-house testing with the highest caliber equipment as a preliminary precaution and quality control in tandem with required compliance testing. Anticipated Consumer Metrics and Expected Seasonal Influx Our facility will allow us to not only meet the initial demand but also grow with consumer needs, even at the maximum allowable purchase limits for medical patients or adult-use customers. By anticipating an influx of summer month consumers to the island, we can easily meet and exceed production needs in the preceding months and safely store products for future use (utilizing our quality assurance and shelf- life testing capabilities) as our production cycle replenishes. Through continuing education and improved growing techniques, the number of patients and customers who will be able to grow will increase as well and our operations will be able to handle and expand based on the demand and needs of the program over time. Patient / Retail Customer Capture Rate We expect an initial 0.002 medical patient capture rate, and a 0.01 - 0.015 retail customer capture rate of the overall population, given proprietary data and national averages comparable to Massachusetts qualifying conditions, social climate, and term of the medical/adult-use cannabis program. We expect this to grow by 0.0005 to 0.001 annually for 3-5 years, with an annual growth rate of 0.001 – 0.0015 thereafter. • Nantucket Overall Population: c.11,200 (off season) to c.55,000 (summer residents) o Per the 2017 U.S. Census Bureau • Nantucket Annual Visitors: 400,000+ • Expected Capture Rate (ECR): Average Qualifying Percentage of Population vs. Social Factors o ECR (medical patients) = 0.002 § Initial Patient Estimate (@.002) = 22 off season / 110 summer o ECR (adult-use customers) § Initial Adult-Use Estimate (@ .01) = 4,000 retail customers annually, primarily anticipated during summer months National Average Consumption Rate (by product category) • Flower 45% • Concentrates 30% • Edibles 15% • Topicals, tinctures, capsules, patches 10% Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 3 Genetic Library and Development We intend to utilize an array of cannabis genetics, with diverse profiles regarding both THC or CBD dominance as well as Indica, Sativa, and Hybrid characteristics. This will allow us to create a full spectrum of products based on Cannabinoid and Terpene profiles, allowing us to serve patient’s and customer’s needs efficaciously by creating consistent product formulations. Our Cultivation Manager will monitor success rates, viability, and phenotypic variation, and ensure that only the most successful lineages are preserved. Upon selecting genetic distinction and success rates, new plants will be created by ‘cloning’ procedures from original ‘mother’ plants to preserve their genetically unique traits. Upon discerning that a mother plant has begun generating lower hormone levels and/or beginning to mutate, it will be destroyed with a new mother taking its place. Mass Medi-Spa understands that each strain of flower cultivates under specific growing conditions. Mass Medi-Spa will be able to create growing conditions to optimize strain quality and yield. Given the size and equipment of the Cultivation Center, Mass Medi-Spa can be deliberate in strain assortment to select a variety of strains which will be most beneficial to our patients underlying conditions, and customer’s desires. Mass Medi-Spa will have an offering of a wide selection of strains, with at least 12 to 15 strains after year one, depending on the demand and needs. Our team will continue to monitor and evaluate our genetic library over time. Mass Medi-Spa will monitor inventory levels and create an inventory forecast by strain. This forecast will be made by estimating yields based on historical yields of Mass Medi-Spa’s plants. Data collection is extremely important in this process. Data will include, but not be limited to, yields per plant and strain, yield from harvest to how much product makes it into the package, fine-trimming time and number of finished items produced. Based on this information, Mass Medi-Spa will be able to analyze and build forecasts to ensure each strain has proper supply. The production forecast will help prepare the harvest cycle as well as informing our patient base of future availability. Mass Medi-Spa realizes it’s important to maintain adequate levels in stock, but it is equally important to not over produce to create a lower quality product. Mass Medi-Spa will also monitor inventory’s aging to ensure that stocks are rotated regularly and thus only the freshest medicine is made available. Contingency Planning and Logistics Mass Medi-Spa understands it is dealing with an agricultural product and crop failures may occur for a variety of reasons. A typical cannabis plant takes approximately three months to cultivate. To offset these risks, Mass Medi-Spa will strive to maintain at least three months’ worth of back stock inventory at the Center of each strain to maintain supply in the event of crop failure. While cultivating cannabis is extremely important in the process of maintaining continuous supply. It is equally important in the logistics of transferring inventory to the dispensary. In order to maintain continuous levels at the dispensary, the entire cultivation and production team will work together to deliver the appropriate finished goods. Using Mass Medi-Spa’s real-time inventory system, the team will evaluate need and the appropriate inventory order will be placed to be prepared, labeled, recorded and transferred. The Compliance Officer will be working with the logistics team to transfer the product to the dispensary. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 4 Mass Medi-Spa has the resources, as far as talent acquisition, financial and technical expertise, operation experience and building space, to handle any significant increases in patient demand for the foreseeable future and make this project a success for the entire Community of Nantucket. Processing Medical Cannabis In order to create the highest quality products with consistent results, our starting plant material must be homogenized; the first step of which is flash-freezing by liquid nitrogen in a commercial immersion freezer. This will make the plant material brittle, and it will crumble easily when ground. By grinding the material, we maximize the surface area to ensure that a maximum amount of plant material is exposed to the extraction solvent. This will maximize our yield of cannabinoids. Preparation for Extraction Extraction technician will: • Perform a visual check to ensure machinery is cleaned and working properly • Prepare equipment based on which extraction method is chosen • Consult the manual’s instructions pertinent to chosen extraction method • Start machinery and monitor its gauges throughout extraction process • Shut down the machinery at the appropriate time and deliver extracted material to the refinement technician • Thoroughly clean machinery and prepare for next extraction Solvents and Workplace Safety Bulk chemicals such as Hydrocarbons and CO2 will be stored in a marked and locked flammable cabinet outside of the facility. Small storage tanks containing 5 gallons/5 pounds or less of hydrocarbons, ethanol alcohol, and isopropyl alcohol (cleaning) will be kept in a marked and locked flammable cabinet inside the facility. Fire Department will suggest a maximum amount of chemical solvents to be allowed inside the facility at once based on size, which we will set as a standard. All Material Safety Data Sheets will be available in a folder located adjacent to these flammable cabinets, as well as on site juxtaposed to each piece of machinery which involves that specific chemical. All chemicals will be properly labeled to GHS/HCS OSHA standards. Personal Protective Equipment, including Fire Retardant Clothing, Safety Glasses, Hair nets, Dust masks, etc. will be worn at all times in designated areas to ensure the safety of our team members. Gas detectors will be located in each extraction area which uses a solvent. Hydrocarbons (Butane/Propane), CO2, Water, and Ethanol are all chemical solvents used in the production of different items in our facilities. Each solvent interacts with raw plant material in a different way and produces its own unique result. Solvent Purity Compliance Officer and reporting Chief Operating Officer (COO) will ensure that the solvents will be at least 99 percent pure. We will select a 99.9% pure solvent provider, and will maintain this standard for all solvents used. All solvents shall regularly be inspected, with residual/process validation for ensuring ongoing purity and performance. H2O extraction (and ice): performed with reverse osmosis (and filtered) water to ensure purity. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 5 Closed-Loop Extraction Systems We will require the use of solvents in a professional grade, closed-loop extraction system designed to recover the solvents. Mass Medi-Spa has selected closed loop hydrocarbon and CO2 extractors which: • Pressurized Closed Loop reclaims extraction system Made from (at minimum rating) Sanitary 316L surgical stainless steel. • Recovers Up To 99% of Solvents through closed loop extraction • Remove 'Mystery Oil' and contamination from dirty solvents • No open gases • Environmentally friendly • Certified, Assembled & Tested • Recovery & Gauge Manifold • View Port Sight glasses for Base • Operation training • Operation Manual • Recovery Pump (CPS TRS21, Haskell Model 59025 or EXT420) • 1/4" line Filter-Drier • Stainless Steel Condensing Coil or Molecular Transformator (CPS MT69) & additional 1/4" Teflon lined stainless steel braided hose • 50# Refrigerant Recovery Tank • Refrigerant Scale • High Vacuum Pump • Teflon lined stainless steel braided hoses • Gas leak detection equipment Workplace Safety Our methodology will require work in a spark-free environment with proper ventilation. Spark-free tools and equipment shall be utilized per best practices. At minimum, the following OSHA standards shall be implemented as applicable: • Control System A (3.8.12.1) 1-Ducts and all metal hatches constructed of metal; 2-Able to withstand maximum deflagration pressures. • Control System B (3.8.12.2) 1-Metal Ducts protected by a LISTED EXPLOSION SUPPRESSION SYSTEM that is able to withstand maximum deflagration pressures. • Control System C (3.8.12.3) 1-Metal Ducts located INDOORS; 2-Equipped with DEFLAGRATION RELIEF PIPES less than 20 feet length; 3-Extending to safe areas outside of building; 4-Able to withstand maximum deflagration pressures. • Control System D (3.8.12.4 1-Metal Ducts located INDOORS; 2-equipped with deflagration relief vents EXHAUSTING THROUGH LISTED FLAME QUENCHING DEVICES; 3-Able to withstand maximum deflagration pressures. • Control System E (3.8.12.5) 1-Metal Ducts located Outdoors; 2-equipped with deflagration relief vents; 2-Able to withstand maximum deflagration pressures. • Control System F (3.8.12.6) 1-Metal Ducts located Outdoors; 2-Having weaker construction permitted IF subject to a RISK ANALYSIS acceptable to the AHJ. 3.8.13 Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 6 Pressure Ratings For CO2 extraction: the standard operating procedure requires every vessel be rated to a minimum of 900 pounds per square inch. Our tentatively chosen equipment manufacturer uses the following specifications: • 2-liter stainless steel vessel with id of 4’x6". Jacketed for heating/cooling, flanged at each end. • 2,000 psi rating a 5-liter oil separator with id of 2'X4". Jacketed for heating, flanged at each end. • 2-liter gas cleanup vessel with id of 2"x18". Jacketed for heating. 900 psi rating. For butane extraction: every vessel shall be rated to a minimum of 200 pounds per square inch. Our tentatively chosen equipment manufacturer uses the following specifications: • Polished Sanitary 316L surgical stainless steel. • 1000 PSI locking Valves • Deep collection tank for multiple column runs • Stainless Steel braided PTFE crimped gas hoses. • High quality pressure gauges • Static Pressure tested units 200psi In-House Quality Control/Assurance Testing Quality assurance and control measures as well as analytical chemical testing are essential to producing safe, consistent, products. We have allocated space and resources and have designed an in-house quality control testing laboratory to better help us meet the requirements regarding quality control testing and quality assurance for our products, patients and customers. For an in-depth overview, please reference our MMSI Plan for Testing Products for full details. Shelf Life and Expiration Dates For each cannabis product, samples will be tested and monitored for shelf life using accelerated and/or normal aging studies. Samples for each product line will be set aside for studies, stored either under normal storage conditions, or under accelerated aging conditions (higher temp, exposure to light and/or moisture). For each set, routine testing of cannabinoid profiles will monitor any deterioration of cannabinoids that may affect product efficacy and/or quality. Product lifetime and storage specifications can be determined based on these stability studies. Based on the experience of our expert consulting and management service, we find the shelf life of flower to be 6 months and concentrates to be one year. The testing procedures described in detail in the MMSI Plan for Testing Products will be used to confirm or modify this expectation. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Plan for Separating Adult-Use and Medical Operations Mass Medi-Spa Nantucket Facility In the event that Mass Medi-Spa, Inc (MMSI) is licensed to operate an adult use Retailer Establishment co-located with a retail Medical Marijuana Treatment Center, Mass Medi-Spa’s policies and procedures described below will ensure virtual and physical separation between medical and adult use marijuana operations in accordance with 935 CMR 500.101(2)(e)(4). Using sophisticated and customized seed-to-sale and point of sale software systems approved by the Commission, MMSI will virtually separate medical and adult use operations by designating at the point of sale whether a particular marijuana product is intended for sale to a registered patient or an adult use consumer 21 years of age or older. All inventory and sales transactions will be carefully tracked and documented in these software systems. In compliance with 935 CMR 500.140(10), Mass Medi-Spa will ensure that registered patients have access to a sufficient quantity and variety of marijuana and marijuana products to meet their medical needs and preferences. For the first six (6) months of operations, 35% of inventory will be marked for medical use and reserved for registered patients. Thereafter, a quantity and variety of marijuana products for patients that is sufficient to meet the demand indicated by an analysis of sales data collected during the preceding 6 months will be marked and reserved for registered patients. Marijuana products reserved for registered patients will be maintained on site in an area separate from marijuana products intended for adult use. MMSI will transfer a marijuana product reserved for medical use to its adult use inventory within a reasonable period of time prior to the product’s date of expiration. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Plan for Restricting Access to Age 21 and Older Mass Medi-Spa Nantucket Facility Mass Medi-Spa Inc’s (MMSI) Marijuana Establishment will only be accessible to individuals 21 years of age or older with a verified and valid, government-issued photo identification. In the event Mass Medi- Spa is permitted to co-locate a retail Medical Marijuana Treatment Center at the proposed location, the retail dispensary will also be accessible to individuals under the age of 21 who are in possession of a valid Medical Use of Marijuana Program ID card demonstrating the individual is a registered patient or caregiver. Before an individual may enter the facility, a Mass Medi-Spa security agent will inspect the individual’s proof of identification and confirm that the individual is at least 21 years of age. Mass Medi-Spa’s trained security agents will be on-site during business hours to observe, report and prevent loitering, solicitation, diversion of marijuana and marijuana product, and access by individuals under the age of 21. If Mass Medi-Spa discovers any of its agents intentionally or negligently sold marijuana to an individual under the age of 21 who is not a registered patient, the agent will be immediately terminated, and the Commission will be promptly notified. Mass Medi-Spa also will not hire as agents any individuals who are under the age of 21 or who have been convicted of distribution of controlled substances to minors. In compliance with 935 CMR 500.105(4), Mass Medi-Spa will not engage in any marketing, advertising or branding practices that are targeted to, deemed to appeal to or portray minors under the age of 21. Mass Medi-Spa will not engage in any advertising, marketing and branding by means of television, radio, internet, mobile applications, social media, or other electronic communication, billboard or other outdoor advertising, including charitable, sporting or similar events, unless at least 85% of the audience is reasonably expected to be 21 years of age or older as determined by reliable and current audience composition data. Mass Medi-Spa will not manufacture or sell any edible products that resemble a realistic or fictional human, animal or fruit, including artistic, caricature or cartoon renderings that may attractive to minors. In accordance with 935 CMR 500.105(4)(a)(5), any marketing, advertising and branding materials for public viewing will include a warning stating, “For use only by adults 21 years of age or older. Keep out of the reach of children.” Mass Medi-Spa’s packaging will be tamper or child-resistant, and will not use bright colors, resemble existing branded products, feature cartoons or celebrities commonly used to market products to minors, feature images of minors or other words that refer to products commonly associated with minors or otherwise be attractive to minors. Mass Medi-Spa’s website will require all online visitors to verify they are 21 years of age or older prior to accessing the website. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Security Policies and Procedures Mass Medi-Spa Nantucket Facility Table of Contents General Overview .................................................................................................................................... 2 Summary ............................................................................................................................................. 2 Security System Overview .................................................................................................................... 2 Preventing the Diversion of Cannabis to Minors Overview ................................................................... 3 Inventory and Sales Control Overview ................................................................................................. 3 Incident Reporting Overview ............................................................................................................... 4 Security and Safety Procedures................................................................................................................ 5 Diversion Prevention Policy ................................................................................................................. 5 Facility Access ...................................................................................................................................... 7 Security and Alarm System ................................................................................................................ 11 Additional Facility Physical Security.................................................................................................... 17 Security Personnel ............................................................................................................................. 18 Security Procedures ........................................................................................................................... 19 Other Duties ...................................................................................................................................... 20 Employee Security and Awareness ..................................................................................................... 22 Disaster Plan/Emergency Procedures ................................................................................................. 24 Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 General Overview Summary Mass Medi-Spa, Inc. (MMSI) will implement policies and procedures to maintain a secure facility and to prevent diversion or other loss of marijuana products in accordance with 935 CMR 500.110. These policies are intended to protect consumers, Mass Medi-Spa’s agents and authorized visitors, and the local community. A trained Mass Medi-Spa security agent will inspect the valid, government-issued photo identification of each individual seeking entrance into the establishment to ensure that only individuals 21 years of age or older, or registered patients with a valid Medical Use of Marijuana card, are allowed access. These policies will also provide for the proper storage and disposal of marijuana products. Mass Medi- Spa will ensure that all excess marijuana is disposed of safely and that there are sufficient storage areas and equipment for the proper storage of marijuana in limited access areas. This equipment will include, but is not limited to, locked safes or vaults, proximity keycard readers, alarms, and surveillance cameras. In addition to these measures, Mass Medi-Spa will ensure that no marijuana products are visible from the exterior of the facility. Mass Medi-Spa will also implement policies and procedures for situations following inadvertent diversion or loss of marijuana products. In addition, Mass Medi-Spa will work cooperatively with the Commission, the Town of Nantucket and local law enforcement authorities and fire services during the design, implementation and ongoing monitoring of the comprehensive security system and will share the security plans, policies, and procedures with those authorities. The overall security of our facility, patients, children, our community, and team is absolutely paramount. Our licensed facility will include protection far exceeding that of any standard medical or retail facility and will be on par or better than most bank security systems. Several physical features, staff protocols, and functional design concepts are being implemented to ensure a secure, comfortable environment which poses minimal risk and does not negatively impact the Town or the community. We take a multiple layer approach to security including a number of state-of-the-art physical and bio-metric controls, detailed record keeping software, adequate and aesthetically pleasing exterior lighting, education for staff and the public, direct relationships and oversight from local authorities, full-time security staffing, categorical access controls, and dozens of other applied measures to ensure our products are only in the hands of registered patients or adults 21 years of age or older, and only used to achieve their maximum benefits. Security System Overview To prevent unauthorized access, and to ensure against theft, loss, and/or diversion, our facilities are constructed with: • Full access controls with keycard access • Comprehensive policy, procedures, and continuing training • Full video coverage of interior and exterior of building • A brick and mortar (or concrete) founded and walled structure with an affixed roof • Steel plate framing and/or steel reinforced concrete within shared-walls, and at interior visitor/agent access control points Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 3 • Affixed access prevention equipment on exposed windows (along with affixed window coverings/anti-visibility treatments), vents, and other potential access points • Security doors using approved commercial grade locks, both manually operated and electronic, controlled by a secured, interior position along with access control protocols • Secured, automatically locking doors at all interior access points by auditable key- fobs system • Auto-lock and entry monitoring of all product areas to prevent access to persons during the temporary absence of management • A “Safe Room” where product will be stored with steel mesh in the walls • Sufficient battery backup for alarms, video cameras and recording equipment to support ongoing operation, recording, and storage in the event of power loss • A series of devices (motion, video/photo, pressure, DVR, etc.) to continuously detect and monitor all activities including unauthorized intrusion (alarm/surveillance system) • Dedicated DVR storage enclosure • Fire and smoke detection / alert / suppression systems • Exterior lighting- commercial HPS/MH/LED lighting, adequate to fully illuminate access points, walkways, and parking areas; timed/photo-sensed for sunset and sunrise Preventing the Diversion of Cannabis to Minors Overview We understand that the potential diversion of cannabis to minors is a major concern of the Nantucket community, and we will take steps to ensure the prevention of this aspect in multiple operational categories. These include: • Education for the staff and patients regarding the potential hazards of youth cannabis use • Outreach to youth-oriented programs and addiction centers • Branding and packaging that hold no similarity to products seen as enticing to children • Product development plans which exclude any items that are enticing to children • Child-proof packaging and packaging meeting ASTM standards to prevent accidental exposure • Policy prohibiting loitering, on-site consumption and diverting products in any way, and termination of membership as well as criminal prosecution as the consequence of violating these policies Inventory and Sales Control Overview Our team has implemented a stringent control system that will be put in place via: a point of sale/inventory tracking system; tools and form for accounting and verification; and tasks and processes that will ensure accountability at every stage through the product chain. Our team will implement a Cannabis Control Commission-approved industry management database system called 365 Cannabis. 365 Cannabis is a leading cannabis seed-to-sale point-of-sale system and has been used by many companies across the United States. 365 Cannabis has a full integration to the Commonwealth’s Virtual Gateway system (Medical) and Metric (Adult use) which will track customers sales and purchase limits. This system will allow our team to strictly enforce the customer purchasing limits as established by the Commonwealth. Additionally, these purchasing limits will be communicated to each customer verbally during orientation and through our customer education materials. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 4 Incident Reporting Overview Mass Medi-Spa will immediately notify the Commission and law enforcement authorities of any security breach including, but not limited to, discovery of discrepancies identified during inventory, diversion or loss of marijuana products, any loss or unauthorized alteration of records related to marijuana, suspicious actions within the establishment, failure of an alarm system, activation of an alarm system, or any criminal acts. Mass Medi-Spa will provide written notice to the Commission within ten (10) calendar days of any incident that occurs on the premises. Mass Medi-Spa will maintain records and documentation of any security incident for at least one (1) year. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 5 Security and Safety Procedures In accordance with all applicable Commonwealth and Town rules and regulations, Mass Medi-Spa will implement and maintain strict security and safety systems and protocols to ensure the safety and security of staff, visitors, cannabis goods, the licensed facility, and to ensure a safe, hazard free cultivation environment. The security and safety measures will be implemented to deter and prevent the unauthorized entrance to areas containing marijuana and containing usable marijuana and to prevent the theft of marijuana and usable marijuana. The Mass Medi-Spa team will ensure that all security procedures are conducted according to all applicable Commission rules and regulations, especially regarding the security personnel and procedures required to prevent unauthorized access to the licensed facility and restricted access areas, preventing theft or loss of cannabis products, limiting personnel access to areas necessary to complete job duties, the alarm and video surveillance systems with electrical support backup system, auditable documentation, secure storage of electronic records and surveillance footage, along with emergency procedures as follows: Diversion Prevention Policy Policy Summary • The Compliance Officer shall ensure that our policy and procedures are and/or will be adequate and implemented to train all registered agents on detection and prevention of diversion of medical cannabis. • Security and Surveillance equipment, Inventory control system and protocol, and physical features of the facility shall also be in place as to ensure prevention of any diversion, and detection in the event of any diversion. • Upon discovery of any discrepancy in the inventory, a process will be performed to assess the physical inventory on hand versus the inventory tracking system to determine whether there has been adverse loss versus a data entry error. Should the cause be adverse loss, the amount, product, location of storage, persons with access to that area at that time, and timeframe for the loss will be assessed, and the security/surveillance footage and access control logs will be used to visually identify the diversion and persons responsible. • All cannabis is accounted for and monitored from the purchase order phase through delivery, inspection, labeling, storage, and as applicable, segregation for waste, return to processor/destroyed, or dispensing, and assurance that dispensed products are received only by qualified patients/caregivers, in amounts or forms corresponding to their purchase, and not to exceed/conflict with their recommendation, State compliance limits per dispensing, and are not diverted by the recipient. • Only the Dispensary Manager will have authority to initiate purchase orders for product • Only management may authorize purchase orders and product procurement to be carried out by the Dispensary Manager • Only management may authorize payment for purchase orders Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 6 • Employees shall notify their supervising Dispensary Manager immediately upon discovery of need for re-stocking or purchase of products, or upon discovery of diversion, loss, theft, waste, etc. • The Dispensary Manager must be responsible for product receiving & inventory input per our ‘product transport and receiving’ policy and procedure • The following protocol, measures, and actions will be rigid in nature, and consistently practiced and enforced by employees, administration, security detail, respectively as is applicable Key pillars of diversion prevention policy are as follows: • Transparency and Compliance- Each patient will be registered internally (along with state & physician registries) and agree to allow monitoring / accounting of their allotment as is current at that time, while keeping their records privately anonymous for HIPAA compliance, yet accessible as necessary, and maintaining data such as registry certificate expiration dates, etc. in order to maintain full transparency and compliance. • Verification and Access Protocol- This registry status of each patient / caregiver will be verified, along with their personal identity, each time a patient / caregiver enters the facility, and before they are permitted to access or purchase Cannabis- • Patient Membership Terms & Enforcement- Part of the registry / membership agreement shall include terms that require patients not to divert or otherwise distribute Cannabis to non- registered patients. • Non-Diversion, and Anti Non-Medical Use-Aforementioned agreement will also require patients / caregivers to agree not to use Cannabis as a recreational outlet, or for any determined non- medical use. • Currency of Registration Status- Patients / caregivers with expired or lacking credentials, without valid state Identification, or those who have been found to violate, or are reasonably suspected of violating the agreement as per their membership by diverting Cannabis or other actions will be denied access as enforcement of member / patient agreement and policy. • Inventory Controls- Regular daily inventory, as well as a full accounting of all inventory at least every 30 days will be performed by the Dispensary Manager) on duty. In order to maintain record of inventory on hand, we will employ physical inventory logs as well as dedicated inventory control software (ICS), which tracks every gram of cannabis from Inventory Management (S2S). The software also captures each and every activity, allowing for a comprehensive accounting process regardless of product origin while maintaining a comprehensive patient & product database, which is fully HIPAA compliant. This same process of control will be implemented during product delivery and inventory introduction. This gives us the ability to produce full and responsible reporting, inventory tracking, assessment, and product plan development as needed Our software product suite includes: • Point of Sale • Inventory Tracking Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 7 • Selective User Functionality and Tracking • Product Management • HIPAA Compliance Additional Non-Diversion Deterrent Measures In addition to standard controls, in the event of: suspicious activity, witness report, or other cause for scrutiny- the number of patients each day into the product area will be compared to the overall number of purchases; any non-coinciding events, cancelled purchases, unauthorized entries, missing product, etc. will be reviewed via video footage, and applicable employees will be reviewed • If patient is found to have made purchase through an employee illegally, or to have stolen or improperly received any item, sample, cash, etc. • The patient (and / or employee- based on involvement, multiple documented offenses, and/or gross negligence) will be: o Terminated immediately o Permanently barred from future activity o Subject to criminal / legal action and reported to immediately Facility Access In order to prevent unauthorized persons or minors from obtaining products, Mass Medi-Spa will utilize preliminary identification and verification procedures to control access. Unauthorized persons cannot just walk into the facility as they might enter, for example, a liquor store. The establishment is designed to prevent access by anyone other than authorized customers 21 years of age or older, registered patients, staff, and approved visitors. Vendor and staff entry occur exclusively through the back entrance, which is monitored by security and controlled by card access. All public entry occurs exclusively through the front entrance, via a two-door waiting area that also functions as a man-trap. Upon entry into the waiting room, all public visitors are greeted by security personnel and reception personnel. Security personnel are trained to visually inspect all public visitors and be alert to any suspicious behaviors or warning indications. Visitors will be asked to approach the greeting window to present their government-issued photo identification and, if applicable, Medical Use of Marijuana Registration Card to reception staff. Once these are verified, the visitor is asked to sit in the waiting room until the retail floor is ready to accept another customer; the security officer will then unlock the dispensary door and direct the patient or customer inside. Any visitor who cannot provide the appropriate identification will immediately be directed to leave the premises. The dispensary door will not be unlocked while any unverified visitor is in the waiting room. Restricted Access Areas In accordance with all applicable Commonwealth and Town regulations, Mass Medi-Spa will maintain the following restricted access areas protocols: Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 8 • Mass Medi-Spa will designate limited access areas by posting clearly visible signs, no smaller than 12” x 12” and which state: “Do Not Enter-Limited Access Area-Access Limited to Authorized Personnel Only” in lettering no smaller than one (1) inch in height. • Mass Medi-Spa will limit the individuals allowed access to these areas to its registered agents, law enforcement, and others authorized by the Commission. • Mass Medi-Spa will require all agents to wear employee identification badges at all times while on the premises of the marijuana establishment. Agents will escort all visitors, including vendors and contractors, into limited access areas. These visitors will be logged in and out, and Mass Medi-Spa will maintain this log and make it available to the Commission and local law enforcement authorities for periodic inspection. Mass Medi-Spa will ensure that all visitor identification badges are returned before visitors leave the premises. Restricted Access: Visitors Mass Medi-Spa follows these security procedures for visitor access to the facility: • When any individual approaches and enters the facility, he or she will be under constant video surveillance, which will be recorded for playback, if necessary. • When visitors approach the facility, they will walk to the main entrance door and ring the doorbell. The doorbell will activate the video intercom to assist the Security Officer in facial recognition. This is the first tier of security. o If the visitor is a registered patient or caregiver, the visitor will be required to hold up their government issued ID and patient registration to the video intercom before being granted access to the facility. o If the visitor is not a registered patient or caregiver, such as suppliers, vendors, Commission personnel, and others, the visitor will be required to hold up their government issued ID and state the reasonable purpose for their visit to the video intercom before being granted access to the facility. • Once the intercom entry is granted, the individual will be directed to check in with the Security Officer for further directions in order to fully check into the facility. This is the second tier of security. • Upon reaching the Security Officer, visitors who are not registered patients or caregivers will be required to surrender their driver’s license, wear a visitors badge, and sign the entry log for the facility. • When the check in is completed, the individual will wait with the Security Officer until their facility host arrives and escorts them into the licensed premise. The host will be required to stay with their visit at all times that the visitor is in the facility. This is the third tier of security. • Once their visit is concluded, visitors will be required to check out of the facility by signing out, turning in visitor badges to the Security Officer, retrieving IDs, and exiting the facility. Restricted Access: Employees Mass Medi-Spa follows these security procedures for employee access to the facility: Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 9 • Restricted Access: Security Officers Entering the Facility • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 10 • Entrance Security Protocols • Exiting the Facility • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 11 • After Hours Security Procedures Authority Inspection Procedures Security and Alarm System Mass Medi-Spa will install and continually monitor alarms, video surveillance and other security equipment to prevent and detect potential loss and diversion of marijuana. Alarm System Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 12 • • Video Surveillance System • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 13 o • o • o • Cameras Features o • • Surveillance System Storage Features o Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 14 o Other System Features Mass Medi-Spa’s video surveillance system includes the following additional features: Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 15 Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 16 Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 17 • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 18 • Security Personnel Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 19 • Security Procedures Patrolling Duties Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 20 • Unauthorized Vehicles/Persons on Premise Other Duties Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 21 Preparing Delivery Vehicle for Transport • Delivery Vehicle GPS Tracking Trash Handling and Recycling Procedures • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 22 Employee Security and Awareness General Safety Measures • Exterior Safety Measures • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 23 § Employee Awareness Awareness: Closing • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 24 • Awareness: Incident Reporting • Disaster Plan/Emergency Procedures Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 25 • Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 26 • In the event of a fire alarm Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Prevention of Diversion Plan Mass Medi-Spa Nantucket Facility Mass Medi-Spa, Inc. (MMSI) operating policies and procedures ensure prevention of diversion, theft, and illegal or unauthorized conduct in compliance with 935 CMR 500 et seq. Considerations for diversion prevention measures include, but are not limited to, marijuana establishment agent and consumer accountability, and identifying, recording, and reporting diversion, theft, or loss. Marijuana in the process of transport, analysis, or retail sale will be securely stored and electronically tracked in a manner that prevents diversion, theft, or loss. More specifically, diversion measures include policies and procedures requiring that: • Employees will be trained on crime prevention techniques pursuant to 935 CMR 500.105(1)(b). • Any marijuana establishment agent who has diverted marijuana will be immediately dismissed and reported to the Commission and law enforcement. • All agents involved in the handling and sale of marijuana will complete a Responsible Vendor training program that covers diversion prevention and prevention of sales to minors, and will comply with all other agent training requirements under 935 CMR 500.105(2). • Samples of each product offered for sale are displayed only in secure, locked cases. • Mass Medi-Spa will only engage in reasonable marketing, advertising, and branding practices that do not promote the diversion of marijuana, and that comply with all other marketing and advertising requirements under 935 CMR 500.105(4). • Required warning statements will be included on the labeling of all applicable products. • Tamper or child-resistant packaging will be used for applicable marijuana products. • Mass Medi-Spa will maintain real-time inventory, and track and tag all marijuana and, using a seed-to-sale tracking methodology approved by the Commission. • Records will be maintained for inventory, seed-to-sale tracking, personnel (including documentation of the completion of required training), and waste disposal, and Mass Medi-Spa will comply with all other record keeping requirements under 935 CMR 500.105(9). • Marijuana that is outdated, damaged, deteriorated, mislabeled, or contaminated, or whose containers or packaging have been opened or breached, will be stored in a separate secured location, until such products are properly destroyed. • At least two (2) agents will witness and document how marijuana waste is disposed or handled. • All transported marijuana products will be linked to the seed-to-sale tracking program, all vehicles transporting marijuana will be staffed with a minimum of two (2) Mass Medi-Spa agents, and any vehicle accidents, diversions, or other reportable incidents that occur during transport will be reported to the Commission and law enforcement within 24 hours. • Mass Medi-Spa will include compliance with all applicable security requirements under 935 CMR 500.110, including: o Implementing sufficient safety measures to deter and prevent unauthorized entrance into areas containing marijuana and theft of marijuana; o Adopting procedures to prevent loitering and ensure that only individuals engaging in authorized activity are allowed to remain on the premises; Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 o Storing all finished marijuana products in a secure, locked safe or vault in such a manner as to prevent diversion, theft, and loss; o Restricting facility access to eligible customers, employees, authorized visitors or volunteers, Commission agents, state and local law enforcement and emergency personnel. o Implementing an adequate security system to prevent and detect diversion, theft or loss of marijuana, notifying law enforcement and the Commission within 24 hours of a diversion, theft or loss of any marijuana product, and compliance with all other security and alarm requirements under 935 CMR 500.110(5); and o Obtaining a security system audit by a vendor approved by the Commission. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Cannabis Storage Plan Mass Medi-Spa Nantucket Facility Mass Medi-Spa, Inc. (MMSI) will ensure that all cannabis and cannabis products are stored in compliance with 935 CMR 500.105(11). Specifically, Mass Medi-Spa will ensure the following: • The facility will have adequate lighting, ventilation, temperature, humidity, space, and equipment, in accordance with applicable provisions of 935 CMR 500.105 and 500.110; • The facility will have separate areas for storage of cannabis that is outdated, damaged, deteriorated, mislabeled, or contaminated, or whose containers or packaging have been opened or breached, until such products are destroyed; • All storage areas will be maintained in a clean and orderly condition, free from infestation by insects, rodents, birds, and pests of any kind; and • All storage areas will be maintained in accordance with the security requirements of 935 CMR 500.110. Per 935 CMR 500.110, all finished cannabis products will be stored in a secure, locked safe or vault in such a manner as to prevent diversion, theft, and loss. Furthermore, all safes, vaults, and any other equipment or areas used for the storage of marijuana products will be securely locked and protected from entry, except for the actual time required to remove or replace marijuana. The storage of finished products will be under conditions that will protect them against physical, chemical, and microbial contamination as well as against deterioration of finished products or their containers. All edible products will be handled and stored in compliance with the sanitation requirements in 105 CMR 590.000: Minimum Sanitation Standards for Food Establishments. In the event that Mass Medi-Spa needs to transport cannabis products and is approved to do so by the appropriate authorities, MMSI’s cannabis products will be transported in a secure, locked storage compartment that is a part of the vehicle transporting the marijuana products and is sufficiently secure such that it cannot be easily removed. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Cannabis Transportation Plan Mass Medi-Spa Nantucket Facility Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 3 Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Inventory Procedures Mass Medi-Spa Nantucket Facility Mass Medi-Spa, Inc. (MMSI) will maintain real-time inventory in compliance with 935 CMR 500.105(8), including maintaining inventory of marijuana plants; seeds and clones in any phase of development such as propagation, vegetation, and flowering; finished marijuana ready for dispensing; all marijuana products in any phase of development; and all damaged, defective, expired, or contaminated marijuana and marijuana products awaiting disposal. All marijuana seeds, clones, plants, and products will be tagged and tracked within a sophisticated real- time seed-to-sale tracking system approved by the Commission that provides electronic tracking of individual marijuana plants, including during cultivation, growth, harvest and preparation of marijuana products (as applicable), and final sale. Mass Medi-Spa’s tracking system will utilize batch identification numbers to accurately track inventory. Mass Medi-Spa will establish controls and procedures for the conducting of inventory reviews, and comprehensive inventory audits of marijuana in the cultivation process, and finished, stored marijuana. Mass Medi-Spa will conduct monthly inventory audits as well as comprehensive annual inventory audits at least once every year after the date of the previous comprehensive inventory. If a MMSI agent utilizes an oral recording device during inventory reviews, the agent will promptly transcribe the inventories taken. Each inventory record will include, at a minimum, the date of the inventory, a summary of the inventory findings, and the names, signatures, and titles of the agents who conducted the inventory. All inventory records will be maintained in accordance with Mass Medi-Spa’s recordkeeping procedures. MMSI’s agents will document any unusual discrepancies in weight or inventory and will report such discrepancies to the Commission and the local law enforcement authorities within 24 hours. In addition, any discrepancies found during an inventory review will be recorded with the root cause identified and preventative measures outlined. Mass Medi-Spa will only sell and market inventory that has been tested by their audited in-house testing laboratory. Waste Disposal Any inventory that becomes outdated, spoiled, damaged, deteriorated, mislabeled, or contaminated will be disposed of in accordance with the provisions of 935 CMR 500.105(12), and any such waste will be stored, secured, and managed in accordance with applicable state and local statutes, ordinances, and regulations. Specifically, liquid waste containing marijuana will be disposed of in compliance with all applicable state and federal requirements, including but not limited to, for discharge of pollutants into surface water or groundwater (Massachusetts Clean Waters Act, M.G.L. c. 21 §§ 26-53; 314 CMR 3.00: Surface Water Discharge Permit Program; 314 CMR 5.00: Groundwater Discharge Program; 314 CMR 12.00: Operation Maintenance and Pretreatment Standards for Wastewater Treatment Works and Indirect Dischargers; the Federal Clean Water Act, 33 U.S.C. 1251 et seq., the National Pollutant Discharge Elimination System Permit Regulations at 40 CFR Part 122, 314 CMR 7.00: Sewer System Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 Extension and Connection Permit Program), or stored pending disposal in an industrial wastewater holding tank in accordance with 314 CMR 18.00: Industrial Wastewater Holding Tanks and Containers. Organic material, recyclable material, and solid waste generated at Mass Medi-Spa’s retailer establishment will be redirected or disposed of as follows: 1. Organic material and recyclable material will be redirected from disposal in accordance with the waste disposal bans described at 310 CMR 19.017: Waste Bans. 2. To the greatest extent feasible: a. Any recyclable material as defined in 310 CMR 16.02: Definitions will be recycled in a manner approved by the Commission; and b. Any remaining marijuana waste will be ground and mixed with other organic material as defined in 310 CMR 16.02: Definitions such that the resulting mixture renders the marijuana unusable for its original purpose. Once such marijuana waste has been rendered unusable, the mixture may be composted or digested at an aerobic or anaerobic digester at an operation that is in compliance with the requirements of 310 CMR 16.00: Site Assignment Regulations for Solid Waste Facilities. 3. Solid waste containing marijuana waste will be ground up and mixed with solid wastes such that the resulting mixture renders the marijuana unusable for its original purposes. Once such marijuana waste has been rendered unusable, it will be transported to a solid waste transfer facility or a solid waste disposal facility (e.g., landfill or incinerator) that holds a valid permit issued by the Department of Environmental Protection or by the appropriate state agency in the state in which the facility is located. No fewer than two (2) Mass Medi-Spa agents will witness and document how the marijuana waste is disposed or otherwise handled (recycled, composted, etc.) in accordance with 935 CMR 500.105(12). Mass Medi-Spa will create and maintain a written or electronic record of the date, the type and quantity disposed or handled, the manner of disposal or other handling, the location of disposal or other handling, and the names of the two MMSI agents present during the disposal or other handling, with their signatures. Mass Medi-Spa will maintain these records for at least three (3) years. Mass Medi-Spa understands that this period will automatically be extended for the duration of any enforcement action and may be extended by an order of the Commission. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Plan for Quality Control & Testing Mass Medi-Spa Nantucket Facility Quality Control Mass Medi-Spa, Inc. (MMSI) will comply with the following sanitary requirements: • Any Mass Medi-Spa agent whose job includes contact with marijuana or nonedible marijuana products will comply with the requirements for food handlers set forth in 105 CMR 300.000. • All edible marijuana products will be handled and stored in compliance with the sanitation requirements in 105 CMR 500.000. • Any Mass Medi-Spa agent working in direct contact with marijuana or nonedible marijuana products will conform to sanitary practices while on duty, including: o Maintaining adequate personal cleanliness; and o Washing hands thoroughly in an adequate hand-washing area before starting work, and at any other time when hands may have become soiled or contaminated. • Mass Medi-Spa’s hand-washing facilities will be adequate and convenient and will be furnished with running water at a suitable temperature. Hand-washing facilities will provide effective hand-cleaning and sanitizing preparations and sanitary towel service or suitable drying devices; • Mass Medi-Spa’s facility will have sufficient space for placement of equipment and storage of materials as is necessary for the maintenance of sanitary operations; • Mass Medi-Spa will ensure that litter and waste is properly removed and disposed of so as to minimize the development of odor and minimize the potential for the waste attracting and harboring pests. The operating systems for waste disposal will be maintained in an adequate manner pursuant to 935 CMR 500.105(12); • Mass Medi-Spa’s floors, walls, and ceilings will be constructed in such a manner that they may be adequately kept clean and in good repair; • Mass Medi-Spa’s facility will have adequate safety lighting in all storage areas, as well as areas where equipment or utensils are cleaned; • Mass Medi-Spa’s buildings, fixtures, and other physical facilities will be maintained in a sanitary condition; • Mass Medi-Spa will ensure that all contact surfaces, including utensils and equipment, will be maintained in a clean and sanitary condition. Such surfaces will be cleaned and sanitized as frequently as necessary to protect against contamination, using a sanitizing agent registered by the US Environmental Protection Agency (EPA), in accordance with labeled instructions. Equipment and utensils will be so designed and of such material and workmanship as to be adequately cleanable; • All toxic items will be identified, held, and stored in a manner that protects against contamination of marijuana products; • Mass Medi-Spa will ensure that its water supply is sufficient for necessary operations, and that such water supply is safe and potable; • Mass Medi-Spa’s plumbing will be of adequate size and design, and adequately installed and maintained to carry sufficient quantities of water to required locations throughout the Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 marijuana establishment. Plumbing will properly convey sewage and liquid disposable waste from the marijuana establishment. There will be no cross-connections between the potable and wastewater lines; • Mass Medi-Spa will provide its employees with adequate, readily accessible toilet facilities that are maintained in a sanitary condition and in good repair; • Mass Medi-Spa will hold all products that can support the rapid growth of undesirable microorganisms in a manner that prevents the growth of these microorganisms; and • Mass Medi-Spa will store and transport finished products under conditions that will protect them against physical, chemical, and microbial contamination, as well as against deterioration of finished products or their containers. In the event that Mass Medi-Spa is approved to transport cannabis and cannabis products, MMSI’s vehicles and transportation equipment used in the transportation of marijuana products or edibles requiring temperature control for safety will be designed, maintained, and equipped as necessary to provide adequate temperature control to prevent the marijuana products or edibles from becoming unsafe during transportation, consistent with applicable requirements pursuant to 21 CFR 1.908(c). Mass Medi-Spa will follow established policies and procedures for handling voluntary and mandatory recalls of marijuana products due to any action initiated at the request or order of the Commission, and any voluntary action by Mass Medi-Spa to remove defective or potentially defective marijuana products from the market, as well as any action undertaken to promote public health and safety. Any inventory that becomes outdated, spoiled, damaged, deteriorated, mislabeled, or contaminated will be disposed of in accordance with the provisions of 935 CMR 500.105(12), and any such waste will be stored, secured, and managed in accordance with applicable state and local statutes, ordinances, and regulations. Testing Mass Medi-Spa will not sell or otherwise market marijuana or marijuana products that have not been tested by their in-house testing laboratory and deemed to comply with the standards required under 935 CMR 500.160. Testing will be performed in MMSI’s in-house testing laboratory in compliance with the Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana-Infused Products, as amended in November 2016, published by the Department of Public Health (“DPH”). Testing of Mass Medi-Spa’s environmental media will be performed in compliance with the Protocol for Sampling and Analysis of Environmental Media for Massachusetts Registered Medical Marijuana Dispensaries published by the DPH. Mass Medi-Spa will maintain testing results in compliance with 935 CMR 500.000 et seq and Mass Medi-Spa’s recordkeeping policies and will maintain the results of all testing for no less than one (1) year. Mass Medi-Spa’s policy of responding to laboratory results that indicate contaminant levels are above acceptable limits established in the DPH protocols identified in 935 CMR 500.160(1), include notifying the Commission within 72 hours of any laboratory testing results indicating that the contamination cannot be remediated and disposing of the production batch. Such notification will describe a proposed plan of action for both the destruction of the contaminated product and the assessment of the source of contamination. See attached Mass Medi-Spa Plan for Testing Products for further details. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Dispensing Procedures Mass Medi-Spa Nantucket Facility In accordance with 935 CMR 500.140(3), access to Mass Medi-Spa, Inc.’s (MMSI) establishment will be limited to verified individuals 21 years of age and older. Prior to entering the dispensary, a customer must present a valid, government-issued photo identification to a Mass Medi-Spa security agent to determine whether the customer is 21 years of age or older. Once the customer’s identity and age are verified, the security agent will permit the customer to enter the establishment’s sales area. Once inside the sales area, the customer will enter a queue to obtain individualized service from a Mass Medi-Spa agent who will help the customer select from the available products and complete the transaction. Prior to checkout, customers will be required to confirm their identities and ages a second time. The checkout also activates the seed-to-sale tracking system that will be compliant with 935 CMR 500.105(8). Sales will be limited to one (1) ounce of marijuana flower or five (5) grams of marijuana concentrate per consumer transaction. All required taxes will be collected at the point of sale. Once a customer has selected products for purchase, a Mass Medi-Spa agent will collect the requested items from a secure product storage area. The agent will then scan each product’s barcode into the Commission-approved point of sale system. All products will be packaged in tamper and child-resistant, resealable packaging that is compliant with 935 CMR 500.105(5) and properly labeled with warnings, strain information, cannabinoid profile, and other information detailed in 935 CMR 500.105. In the event a Mass Medi-Spa agent determines a consumer would place themselves or the public at risk, the agent will refuse to sell any cannabis products to the consumer. Mass Medi-Spa will use the point of sale system to accept payment and complete the sale. The system will back up and securely cache each sale for inspection. Pursuant to 935 CMR 500.140(6)(d), Mass Medi-Spa will conduct a monthly analysis of its equipment and sales data to confirm that no software has been installed that could be utilized to manipulate or alter sales data and that no other methodology has been employed to manipulate or alter sales data. If any such malware is found, Mass Medi-Spa will immediately report the occurrence to the Commission and assist in any subsequent investigation. MMSI will maintain records of these monthly analyses and will make them available for inspection by the Commission upon request. Further, Mass Medi-Spa will cooperate with the Commission and the Department of Revenue to ensure compliance with any and all taxes in accordance with the laws of the Commonwealth and 935 CMR 500.000. MMSI will utilize separate accounting practices at the point of sale to track marijuana product sales and non-marijuana sales. Mass Medi-Spa places a premium on cleanliness, hygiene, and proper product storage to achieve and maintain successful operation of the business. In addition to regularly sanitizing surfaces with products kept separately and away from marijuana products, MMSI staff will ensure personal hygiene including washing hands throughout the day and before handling or dispensing any marijuana products. All products available for sale will have been tested for cannabinoid content and contaminants by a Mass Medi-Spa’s in-house testing laboratory and subjected to Mass Medi-Spa’s policies and procedures for quality control. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 In compliance with 935 CMR 5001.140(8), Mass Medi-Spa will provide educational materials designed to help consumers make informed marijuana product purchases. The educational materials will describe the various types of products available, as well as the types and methods of responsible consumption. The materials will offer education on titration, which is the method of using the smallest amount of product necessary to achieve the desired effect. Additional topics discussed in the education materials will include potency, proper dosing, the delayed effects of edible marijuana products, substance abuse and related treatment programs, and marijuana tolerance, dependence, and withdrawal. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Personnel Policies Mass Medi-Spa Nantucket Facility Overview Mass Medi-Spa, Inc. (MMSI) will maintain personnel records as a separate category of records due to the sensitivity and importance of information concerning agents, including registration status and background check records. Mass Medi-Spa will keep, at a minimum, the following personnel records: • Job descriptions for each employee and volunteer position, as well as organizational charts consistent with the job descriptions; • A personnel record for each marijuana establishment agent; • A staffing plan that will demonstrate accessible business hours and safe conditions; • Personnel policies and procedures; and • All background check reports obtained in accordance with 935 CMR 500.030. Job Descriptions MMSI Executive Management Team This team will serve all Mass Medi Spa operations across Massachusetts and are committed to 0.5 FTE equivalency time to manage licensed cannabis operations on Nantucket. Chief Executive Officer (FT equivalency, exempt position) will directly implement and oversee on a day-to-day basis the practice, mission and strategic vision. This person will provide the necessary leadership relating to the daily execution of operational matters. Functional managers will report to this position. This position will report to the Executive Management Board. Chief Financial Officer (FT equivalency, exempt position) will oversee budgeting and financial affairs, administrative management, compliances and IT. The CFO will report to the Executive Management Board. Chief Operating Officer (FT equivalency, exempt position) will oversee all employee positions, general operations and internal affairs, administrative management, compliances and IT. The COO will report to the Executive Management Board. Chief Financial Officer (FT equivalency, exempt position) will oversee budgeting and financial affairs, administrative management, compliances and IT. The CFO will report to the Executive Management Board. Chief Security Officer (FT equivalency, exempt position) will oversee the security team and perform and/or comply with rules and regulations. The CSO will report to the Executive Management Board. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 Nantucket Management & Operations Team This team will exclusively serve Nantucket operations, and will be hired at either FTE or PTE equivalency as needed for each departments’ respective operations. This team will report to the Executive Management Board and the Local Advisory Board. Cultivation & Processing Cultivation Manager (FT equivalency, exempt position) will oversee the Cultivation team to produce cannabis material for processing and manufacturing and perform and/or comply with rules and regulations as well as supervise quality control and manage testing plan. Cultivation Tech (PT/FT equivalency, non-exempt position) will support the Cultivation Manager in all cultivation operation and comply with rules and regulations to ensure quality control Processing & Manufacturing Manager (FT equivalency, exempt position) will oversee the Processing, Manufacturing, and general lab team and perform and/or comply with rules and regulations as well as supervise quality control and manage testing plan. Lab Tech (PT/FT equivalency, non-exempt position) will support the Processing & Manufacturing Manager in all processing, manufacturing, and general lab operations and comply with rules and regulations to ensure quality control Dispensing Dispensing Manager (FT equivalency, exempt position) will oversee the Dispensing team to package, label and dispense cannabis products and perform and/or comply with rules and regulations as well as supervise quality control and manage testing plan. Duties include receiving and checking in (and weighing for accuracy) cannabis products; entering inventory data into system; maintaining an accurate count of inventory by performing inventory control. Dispensary Tech (PT/FT equivalency, non-exempt position) will support the Dispensing team to package, label and dispense cannabis products and comply with rules and regulations to ensure quality control Administration, Security & Management Security Manager (PT equivalency, non-exempt position) will oversee the Security team to ensure security throughout all licensed facility operations and perform and/or comply with rules and regulations as well as supervise compliance, recordkeeping and reporting activities. Security & Compliance Officer (PT/FT equivalency, non-exempt position) reports to Chief Security Officer. Provide services for the licensed facility in connection with personal safety and crime- prevention techniques, transportation of medical cannabis, storage of usable medical cannabis, use of safety and security systems, provision of physical security in general. Will assist as Driver for transport and delivery goods between different locations in a safe, courteous, and timely manner. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 3 Community Impact Manager (PT/FT equivalency, exempt position) Works with internal team and the Community Advisory Board to facilitate partnerships and alliances with local individuals and groups; Researches companies and organizations for partnerships and develops relationship opportunities; Works with organizations and neighborhoods in the community to meet the needs of the population; Speaks publicly at events on behalf of MMSI; Monitors MMSI’s progress in community relations; Collaborates with HR ; Plans community events with MMSI’s Community Engagement Manager. Agent Personnel Records Personnel records for each agent will be maintained for at least twelve (12) months after termination of the agent’s affiliation with Mass Medi-Spa and will include, at a minimum, the following: • All materials submitted to the Commission pursuant to 935 CMR 500.030(2); • Documentation of verification of references; • The job description or employment contract that includes duties, authority, responsibilities, qualifications, and supervision; • Documentation of all required training, including training regarding privacy and confidentiality requirements, and the signed statement of the individual indicating the date, time, and place he or she received said training and the topics discussed, including the name and title of presenters; • Documentation of periodic performance evaluations; • A record of any disciplinary action taken; • Notice of completed responsible vendor and eight-hour related duty training; • Results of initial background investigation, including CORI reports; and • Documentation of all security related events (including violations) and the results of any investigations and description of remedial actions, restrictions, or additional training required as a result of an incident. Personnel records will be kept in a secure location to maintain confidentiality and be only accessible to the agent’s manager or members of the executive management team. Staffing Plan and Business Hours Hiring and Recruitment Mass Medi-Spa’s Human Resource Manager will engage the executive management team and management staff on a regular basis to determine if vacancies are anticipated or specific positions need to be created in response to company needs. Mass Medi-Spa’s hiring practices will include but are not limited to the following and apply to all types of working situations including hiring, firing, promotions, harassment, training, wages and benefits: • Equal Employment Opportunity Commission (EEOC) Compliance; • Mass Medi-Spa’s Diversity Plan and Community Initiatives; • Mass Medi-Spa’s Plan to Positively Impact Areas of Disproportionate Impact; • Background Checks and References; • Mandatory reporting of criminal convictions (and termination if necessary); • State and Federal Family Leave Act; Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 4 • Workplace Safety Laws; • State and Federal Minimum Wage Requirements; and • Non-Disclosure and Non-Complete Agreements Standards of Conduct Mass Medi-Spa is committed to maintaining an environment conducive to the health and wellbeing of customers and employees. It is Mass Medi-Spa’s mission to provide a professional workplace free from harassment and discrimination for employees. Mass Medi-Spa will not tolerate harassment or discrimination on the basis of sex, race, color, national origin, age, religion, disability, sexual orientation, gender identity, gender expression, or any other trait or characteristic protected by any applicable federal, state, or local law or ordinance. Harassment or discrimination on the basis of any protected trait or characteristic is contrary to Mass Medi-Spa’s values and is a violation of the Company Code of Conduct. Harassment is a form of discrimination. There is a broad range of behavior that could constitute harassment. In general, harassment is any verbal or physical conduct that: • Has the purpose or effect of creating an intimidating, hostile, or offensive working environment; • Has the purpose or effect of unreasonably interfering with an individual’s work performance; or • Adversely affects an individual’s employment opportunities. Employees are expected to maintain the highest degree of professional behavior. All harassment or discrimination by employees is strictly prohibited. Further, harassing or discriminatory behavior of non- employees directed at Mass Medi-Spa employees or customers also is condemned and will be promptly addressed. Violence and Weapons in the Workplace Any and all acts of violence in the workplace will result in immediate dismissal of the employee, customer, or parties involved. Law enforcement will be contacted immediately in the case of a violent event. Weapons are not permitted on site by employees, customers, or other parties. Employees found carrying weapons on Mass Medi-Spa facilities will be immediately terminated. Customers found carrying weapons on the premises will be asked to leave and/or the police will be notified accordingly. At-Will Employment In the Commonwealth of Massachusetts, employment is assumed to be at-will unless otherwise stated. At-will employment implies that employer and employee alike may terminate the work relationship at any given moment and for any legitimate purpose. Wrongful termination may be more difficult to prove in an at-will arrangement because of the freedom that each party has to end the employment. However, there are still many instances wherein a termination or discharge can be called wrongful, even in an at- will employment. Workplace Attire The required attire for registered agents at Mass Medi-Spa varies based upon required duties. New hire training and the onboarding process will go over the workplace attire specific to each role and the department manager will be responsible for ensuring compliance with all requirements is met. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 5 Overview of Personnel Policies and Procedures Standard Employment Practices Mass Medi-Spa values the contributions of its management and staff positions. Mass Medi-Spa will strive to be the industry leader in workplace satisfaction by offering highly competitive wage and benefits packages and developing a culture that values a proper work-life balance, boasts a transparent and accessible executive management team, and fosters a work ethic that focuses on the mission of the company and spirit of the adult-use marijuana program in Massachusetts. Advancement The organization will be structured in a relatively flat manner, with promotional opportunities within each department. Participation in training and bi-annual performance evaluations will be critical for any promotions or pay increases. Written Policies Mass Medi-Spa 's written policies will address, among other things, the Family and Medical Leave Act (FMLA), the Consolidated Omnibus Budget Reconciliation Act (COBRA), equal employment opportunity, discrimination, harassment, the Employee Retirement Income Security Act (ERISA), disabilities, maintenance of personnel files, privacy, email policy, 935 CMR 500.000 et seq., holidays, hours, sick time, personal time, overtime, performance reviews, disciplinary procedures, working hours, pay rates, overtime, bonuses, veteran preferences, drug testing, personnel policies, military leaves of absence, bereavement leave, jury duty, CORI checks, smoking, HIPAA, patient confidentiality, and compliance hotline. Investigations Mass Medi-Spa will set forth policies and procedures to investigate any complaints or concerns identified or raised internally or externally in order to stay in compliance with 935 CMR 500.000 et. seq. Designated Outside Counsel Mass Medi-Spa may retain counsel specializing in employment law to assist the Human Resources Manager with any issues and questions. Job Status Job Classifications Positions at Mass Medi-Spa are categorized by rank and by department. The executive management team oversees the overall success of mission of the company; the CEO is responsible for implementation of the mission and the executive management team as a whole is responsible for ensuring that all departments are properly executing their functions and responsibilities. Job classification is comprised of three rank tiers: Executive Management, Management, and Non-Management Employee. Work Schedules Work schedules will be either part-time, full-time, or salaried, depending of the specific position. Schedules will be set according to the needs of each department as determined by the department manager and the executive manager they report to. It is the department manager’s responsibility to develop and implement a work schedule that provides necessary duty and personnel coverage but does not exceed what is required for full implementation of operations. It is also the department manager’s Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 6 responsibility to ensure that adequate coverage occurs on a daily basis and does not lead to unnecessary utilization of overtime coverage. Mandatory Meetings and Community Service Days There will be a mandatory reoccurring company-wide meeting on a monthly basis. All required personnel will be notified of their required attendance. Certain personnel, such as house-keeping staff, may not be required to attend. Each department will have a mandatory weekly meeting schedule by the department manager. The department managers will provide agendas for all meeting and will report to their executive manager. Breaks Daily breaks, including lunch breaks, will comply with the laws of the Commonwealth. Performance Reviews Performance reviews will be conducted by executive or department managers. Reviews will be conducted at three-month intervals for new employees during the first year and at 6-month intervals thereafter. A written synopsis must be provided to, and signed by, the employee under review. Reviews must be retained in each employee’s employment file. Performance reviews must take into account positive performance factors and areas requiring improvement. Scoring systems may be utilized to help reflect the employee’s overall performance. Leave Policies Mass Medi-Spa leave policies will comport with all state and federal statutes. All full-time employees will receive two 40-hour weeks of paid vacation per annum. Additional leave must be requested at least 2 weeks in advance and approved by the employee’s department manager. Mass Medi-Spa will determine which holidays will be observed and which departments will not be required to work. Mass Medi-Spa will offer paid maternity leave. Additional leave will not be paid and must be approved by the department manager. Mass Medi-Spa anticipates observing the following holidays: • New Year’s Day; • Martin Luther King Day; • Presidents’ Day; • Memorial Day; • Independence Day; • Labor Day; • Thanksgiving; and • Christmas Day. Disciplinary Policies Purpose Mass Medi-Spa’s discipline policy and procedure is designed to provide a structured corrective action process to improve and prevent a recurrence of undesirable behavior and/or performance issues. The steps outlined below of Mass Medi-Spa’s discipline policy and procedure have been designed consistent with Mass Medi-Spa’s organizational values, best practices, and employment laws. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 7 Mass Medi-Spa reserves the right to combine or skip steps depending upon facts of each situation and the nature of the offense. The level of disciplinary intervention may also vary. Some of the factors that will be considered depend upon whether the offense is repeated despite coaching, counseling, and/or training; the employee's work record; and the impact the conduct and performance issues have on Mass Medi-Spa’s organization. Procedure Step 1: Counseling and Verbal Warning Step 1 creates an opportunity for the immediate supervisor to schedule a meeting with an employee to bring attention to the existing performance, conduct, or attendance issue. The supervisor should discuss with the employee the nature of the problem or violation of company policies and procedures. The supervisor is expected to clearly outline expectations and steps the employee must take to improve performance or resolve the problem. Within five business days, the supervisor will prepare written documentation of a Step 1 meeting. The employee will be asked to sign the written documentation. The employee’s signature is needed to demonstrate the employee’s understanding of the issues and the corrective action needed. Step 2: Written Warning While it is hoped that the performance, conduct, or attendance issues that were identified in Step 1 have been corrected, Mass Medi-Spa recognizes that this may not always be the case. A written warning involves a more formal documentation of the performance, conduct, or attendance issues and consequences. During Step 2, the immediate supervisor and a department manager or director will meet with the employee and review any additional incidents or information about the performance, conduct, or attendance issues as well as any prior relevant corrective action plans. Management will outline the consequences for the employee of his or her continued failure to meet performance and/or conduct expectations. A formal performance improvement plan (PIP) requiring the employee’s immediate and sustained corrective action will be issued within five business days of a Step 2 meeting. A warning outlining that the employee may be subject to additional discipline up to and including termination if immediate and sustained corrective action is not taken may also be included in the written warning. Step 3: Suspension and Final Written Warning There may be performance, conduct, or safety incidents so problematic and harmful that the most effective action may be the temporary removal of the employee from the workplace. When immediate action is necessary to ensure the safety of the employee or others, the immediate supervisor may suspend the employee pending the results of an investigation. Suspensions that are recommended as part of the normal progression of this progressive discipline policy and procedure are subject to approval from a next-level manager and the Human Resources Manager. Depending upon the seriousness of the infraction, the employee may be suspended without pay in full- day increments consistent with federal, state and local wage-and-hour employment laws. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 8 Nonexempt/hourly employees may not substitute or use an accrued paid vacation or sick day in lieu of the unpaid suspension. Due to Fair Labor Standards Act (FLSA) compliance issues, unpaid suspension of salaried/exempt employees is reserved for serious workplace safety or conduct issues. The Human Resources Manager will provide guidance so that the discipline is administered without jeopardizing the FLSA exemption status. Pay may be restored to the employee if an investigation of the incident or infraction absolves the employee. Step 4: Recommendation for Termination of Employment The last and most serious step in the progressive discipline procedure is a recommendation to terminate employment. Generally, Mass Medi-Spa will try to exercise the progressive nature of this policy by first providing warnings, a final written warning, and/or suspension from the workplace before proceeding to a recommendation to terminate employment. However, Mass Medi-Spa reserves the right to combine and skip steps depending upon the circumstances of each situation and the nature of the offense. Furthermore, employees may be terminated without prior notice or disciplinary action. Management’s recommendation to terminate employment must be approved by the Human Resources Manager and department manager or designee. Final approval may be required from the CEO or designee. Nothing in this policy provides any contractual rights regarding employee discipline or counseling nor should anything in this policy be read or construed as modifying or altering the employment-at-will relationship between Mass Medi-Spa and its employees. Appeal Process Employees will have the opportunity to present information that may challenge information management has used to issue disciplinary action. The purpose of this process is to provide insight into extenuating circumstances that may have contributed to the employee performance and/or conduct issues while allowing for an equitable solution. If the employee does not present this information during any of the step meetings, he or she will have five business days after that meeting to present information. Performance and Conduct Issues Not Subject to Progressive Discipline Behavior that is illegal is not subject to progressive discipline and may be reported to local law enforcement. Theft, intoxication at work, fighting and other acts of violence are also not subject to progressive discipline and may be grounds for immediate termination. Documentation The employee will be provided copies of all progressive discipline documentation, including all performance improvement plans. The employee will be asked to sign copies of this documentation attesting to their receipt and understanding of the corrective action outlined in these documents. Copies of these documents will be placed in the employee’s official personnel file. Separation of Employment Separation of employment within an organization can occur for several different reasons. Employment may end as a result of resignation, retirement, release (end of season or assignment), reduction in Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 9 workforce, or termination. When an employee separates from Mass Medi-Spa, his or her supervisor must contact the Human Resources Manager to schedule an exit interview, typically to take place on employee’s last workday. Types of Separation 1. Resignation Resignation is a voluntary act initiated by the employee to end employment with Mass Medi- Spa. The employee must provide a minimum of two (2) weeks’ notice prior to resignation. If an employee does not provide advance notice or fails to actually work the remaining two weeks, the employee will be ineligible for rehire and will not receive accrued benefits. The resignation date must not fall on the day after a holiday. 2. Retirement An employee who wishes to retire is required to notify his or her department director and the Human Resources Manager in writing at least one (1) month before planned retirement date. It is the practice of Mass Medi-Spa to give special recognition to employees at the time of their retirement. 3. Job Abandonment An employee who fails to report to work or contact his or her supervisor for two (2) consecutive workdays will be considered to have abandoned the job without notice effective at the end of the employee’s normal shift on the second day. The department manager will notify the Human Resources Manager at the expiration of the second workday and initiate the paperwork to terminate the employee. Employees who are separated due to job abandonment are ineligible to receive accrued benefits and are ineligible for rehire. 4. Termination Employees of Mass Medi-Spa are employed on an at-will basis, and the company retains the right to terminate an employee at any time. 5. Reduction in Workforce An employee may be laid off due to changes in duties, organizational changes, lack of funds, or lack of work. Employees who are laid off may not appeal the layoff decision through the appeal process. 6. Release Release is the end of temporary or seasonal employment. The Human Resources Manager, in consultation with the department manager, will inform the temporary or seasonal worker of their release according to the terms of the individual’s temporary employment. Exit Interview The separating employee will contact the HR department as soon as notice is given to schedule an exit interview. The interview will be on the employee’s last day of work or other day, as mutually agreed upon. Return of Property The separating employee must return all company property at the time of separation, including but not limited to uniforms, cell phones, keys, computers, and identification cards. Failure to return some items may result in deductions from final paycheck. An employee will be required to sign the Wage Deduction Authorization Agreement to deduct the costs of such items from the final paycheck. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 10 Termination of Benefits An employee separating from Mass Medi-Spa is eligible to receive benefits as long as the appropriate procedures are followed as stated above. Two weeks’ notice must be given, and the employee must work the full two work weeks. Accrued vacation leave will be paid in the last paycheck. Accrued sick leave will be paid in the last paycheck. Health Insurance Health insurance terminates on the last day of the month of employment, unless employee requests immediate termination of benefits. Information about the Consolidated Omnibus Budget Reconciliation Act (COBRA) continued health coverage will be provided. Employees will be required to pay their share of the dependent health and dental premiums through the end of the month. Rehire Former employees who left in good standing and were classified as eligible for rehire may be considered for reemployment. An application must be submitted to the Human Resources Manager, and the applicant must meet all minimum qualifications and requirements of the position, including any qualifying exam, when required. Department managers must obtain approval from the Human Resources Manager or designee prior to rehiring a former employee. Rehired employees begin benefits just as any other new employee. Previous tenure will not be considered in calculating longevity, leave accruals, or any other benefits. An applicant or employee who is terminated for violating policy or who resigned in lieu of termination from employment due to a policy violation will be ineligible for rehire. Compensation As an employer, Mass Medi-Spa believes that it is in the best interest of both the organization and Mass Medi-Spa’s employees to fairly compensate its workforce for the value of the work provided. It is Mass Medi-Spa’s intention to use a compensation system that will determine the current market value of a position based on the skills, knowledge, and behaviors required of a fully-competent incumbent. The system used for determining compensation will be objective and non-discriminatory in theory, application and practice. The company has determined that this can best be accomplished by using a professional compensation consultant, as needed, and a system recommended and approved by the executive management team. Selection Criteria 1. The compensation system will price positions to market by using local, national, and industry specific survey data. 2. The market data will primarily include marijuana-related businesses and will include survey data for more specialized positions and will address significant market differences due to geographical location. 3. The system will evaluate external equity, which is the relative marketplace job worth of every marijuana industry job directly comparable to similar jobs at Mass Medi-Spa, factored for general economic variances, and adjusted to reflect the local economic marketplace. 4. The system will evaluate internal equity, which is the relative worth of each job in the organization when comparing the required level of job competencies, formal training and Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 11 experience, responsibility and accountability of one job to another, and arranging all jobs in a formal job-grading structure. 5. Professional support and consultation will be available to evaluate the compensation system and provide on-going assistance in the administration of the program. 6. The compensation system must be flexible enough to ensure that the company is able to recruit and retain a highly-qualified workforce, while providing the structure necessary to effectively manage the overall compensation program. Responsibilities The executive management team and will give final approval for the compensation system that will be used by Mass Medi-Spa. 1. On an annual basis the executive management team will review and approve, as appropriate, recommended changes to position-range movement as determined through the vendor's market analysis process. 2. As part of the annual budgeting process, the executive management team will review and approve, as appropriate, funds to be allocated for total compensation, which would include base salaries, bonus, variable based or incentive-based pay, and all other related expenses, including benefit plans. Management Responsibility 1. The CEO is charged with ensuring that Mass Medi-Spa is staffed with highly-qualified, fully- competent employees and that all programs are administered within appropriate guidelines and within the approved budget. 2. The salary budget will include a gross figure for the following budget adjustments, but the individual determinations for each employee's salary adjustment will be the exclusive domain of the CEO: determining the appropriate head count, titles, position levels, merit and promotional increases and compensation consisting of salary, incentive, bonus, and other discretionary pay for all positions. 3. The CEO will ensure that salary ranges are updated at least annually, that all individual jobs are market priced at least once every two years, and that pay equity adjustments are administered in a fair and equitable manner. Agent Background Checks • In addition to completing the Commission’s agent registration process, all agents hired to work for Mass Medi-Spa will undergo a detailed background investigation prior to being granted access to a Mass Medi-Spa facility or beginning work duties. • Background checks will be conducted on all agents in their capacity as employees or volunteers for Mass Medi-Spa pursuant to 935 CMR 500.100 and will be used by the Director of Security, who will be registered with the Department of Criminal Justice Information Systems pursuant to 803 CMR 2.04: iCORI Registration and the Commission for purposes of determining the suitability of individuals for registration as a marijuana establishment agent with the licensee. • For purposes of determining suitability based on background checks performed in accordance with 935 CMR 500.101(1), Mass Medi-Spa will consider: o All conditions, offenses, and violations are construed to include Massachusetts law or like or similar law(s) of another state, the United States or foreign jurisdiction, a military, territorial or Native American tribal authority, or any other jurisdiction. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 12 o All criminal disqualifying conditions, offenses, and violations include the crimes of attempt, accessory, conspiracy, and solicitation. Juvenile dispositions will not be considered as a factor for determining suitability. o Where applicable, all look back periods for criminal conditions, offenses, and violations included in 935 CMR 500.802 commence upon the date of disposition; provided, however, that if disposition results in incarceration in any institution, the look back period will commence upon release from incarceration. • Suitability determinations will be made in accordance with the procedures set forth in 935 CMR 500.800. In addition to the requirements established in 935 CMR 500.800, Mass Medi-Spa will: o Comply with all guidance provided by the Commission and 935 CMR 500.802: Tables B through D to determine if the results of the background are grounds for Mandatory Disqualification or Presumptive Negative Suitability Determination. o Consider whether offense(s) or information that would result in a Presumptive Negative Suitability Determination under 935 CMR 500.802. In the event a Presumptive Negative Suitability Determination is made, Mass Medi-Spa will consider the following factors: § Time since the offense or incident; § Age of the subject at the time of the offense or incident; § Nature and specific circumstances of the offense or incident; § Sentence imposed and length, if any, of incarceration, if criminal; § Penalty or discipline imposed, including damages awarded, if civil or administrative; § Relationship of offense or incident to nature of work to be performed; § Number of offenses or incidents; § Whether offenses or incidents were committed in association with dependence on drugs or alcohol from which the subject has since recovered; § If criminal, any relevant evidence of rehabilitation or lack thereof, such as information about compliance with conditions of parole or probation, including orders of no contact with victims and witnesses, and the subject’s conduct and experience since the time of the offense including, but not limited to, professional or educational certifications obtained; and § Any other relevant information, including information submitted by the subject. o Consider appeals of determinations of unsuitability based on claims of erroneous information received as part of the background check during the application process in accordance with 803 CMR 2.17: Requirement to Maintain a Secondary Dissemination Log and 2.18: Adverse Employment Decision Based on CORI or Other Types of Criminal History Information Received from a Source Other than the DCJIS. • Upon adverse determination, Mass Medi-Spa will provide the applicant a copy of their background screening report and a pre-adverse determination letter providing the applicant with a copy of their right to dispute the contents of the report, who to contact to do so and the opportunity to provide a supplemental statement. o After 10 business days, if the applicant is not disputing the contents of the report and any provided statement does not alter the suitability determination, an adverse action letter will be issued providing the applicant information on the final determination made by Mass Medi-Spa along with any legal notices required. • All suitability determinations will be documented in compliance with all requirements set forth in 935 CMR 500 et seq. and guidance provided by the Commission. • Background screening will be conducted by an investigative firm holding the National Association of Professional Background Screeners (NAPBS®) Background Screening Credentialing Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 13 Council (BSCC) accreditation and capable of performing the searches required by the regulations and guidance provided by the Commission. • References provided by the agent will be verified at the time of hire. • As deemed necessary, individuals in key positions with unique and sensitive access (e.g. members of the executive management team) will undergo additional screening, which may include interviews with prior employers or colleagues. • As a condition of their continued employment, agents, volunteers, contractors, and subcontractors are required to renew their Program ID cards annually and submit to other background screening as may be required by Mass Medi-Spa or the Commission. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Recordkeeping Procedures Mass Medi-Spa Nantucket Facility General Overview Mass Medi-Spa, Inc. (MMSI) has established policies regarding recordkeeping and record-retention in order to ensure the maintenance, safe keeping, and accessibility of critical documents. Electronic and wet signatures are accepted forms of execution of Mass Medi-Spa documents. Records will be stored at Mass Medi-Spa’s establishment in a secure location designated for record retention. All written records will be available for inspection by the Commission upon request. Recordkeeping To ensure that Mass Medi-Spa is keeping and retaining all records as noted in this policy, reviewing Corporate Records, Business Records, and Personnel Records to ensure completeness, accuracy, and timeliness of such documents will occur on a regular basis. In addition, Mass Medi-Spa’s operating procedures will be updated as needed and will undergo a review by the executive management team on an ongoing basis. • Corporate Records: are defined as those records that require, at a minimum, annual reviews, updates, and renewals, including: o Insurance Coverage: § Product Liability Policy § General Liability Policy § Umbrella Policy § Workers Compensation Policy § Employer Professional Liability Policy § Third-Party Laboratory Contracts o Commission Requirements: § Annual Agent Registration § Annual Marijuana Establishment Registration o Local Compliance: § Certificate of Occupancy § Special Permits, Site Plan Approvals and Variances § As-Built Drawings o Corporate Governance: § Annual Report § Secretary of State Filings • Business Records: Records that require ongoing maintenance and updates. These records can be electronic or hard copy (preferably electronic) and at minimum include: o Assets and liabilities; o Monetary transactions; o Books of accounts, which will include journals, ledgers, and supporting documents, agreements, checks, invoices, and vouchers; o Sales records including the quantity, form, and cost of marijuana products; Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 o Salary and wages paid to each agent, and any executive compensation, bonus, benefit, or item of value paid to any individual affiliated with Mass Medi-Spa, including members, if any. • Personnel Records: At a minimum will include: o Job descriptions for each agent and volunteer position, as well as organizational charts consistent with the job descriptions; o A personnel record for each marijuana establishment agent. Such records will be maintained for at least twelve (12) months after termination of the agent’s affiliation with Mass Medi-Spa and will include, at a minimum, the following: § All materials submitted to the Commission pursuant to 935 CMR 500.030(2); § Documentation of verification of references; § The job description or employment contract that includes duties, authority, responsibilities, qualifications, and supervision; § Documentation of all required training, including training regarding privacy and confidentiality requirements, and the signed statement of the individual indicating the date, time, and place he or she received said training and the topics discussed, including the name and title of presenters; § Documentation of periodic performance evaluations; § A record of any disciplinary action taken; and § Notice of completed responsible vendor and eight-hour related duty training. o A staffing plan that will demonstrate accessible business hours and safe operations conditions; o Personnel policies and procedures; and o All background check reports obtained in accordance with 935 CMR 500.030. • Handling and Testing of Marijuana Records o Mass Medi-Spa will maintain the results of all testing for a minimum of one (1) year. • Inventory Records o The record of each inventory will include, at a minimum, the date of the inventory, a summary of the inventory findings, and the names, signatures, and titles of the agents who conducted the inventory. • Seed-to-Sale Tracking Records o Mass Medi-Spa will use a seed-to-sale tracking system approved by the Commission to maintain real-time inventory, and inventory reporting will meet the requirements specified by the Commission and 935 CMR 500.105(8)(c) and (d), including, at a minimum, an inventory of marijuana ready for dispensing; all marijuana products; and all damaged, defective, expired, or contaminated marijuana and marijuana products awaiting disposal. o Mass Medi-Spa will also maintain METRC compliance and management records to the extent required by the Commission. • Incident Reporting Records o Within ten (10) calendar days, Mass Medi-Spa will provide written notice to the Commission of any incident described in 935 CMR 500.110(7)(a), by submitting an incident report, detailing the incident, the investigation, the findings, resolution (if any), confirmation that the Police Department and Commission were notified within twenty- four (24) hours of discovering the breach, and any other relevant information. Reports and supporting documents, including photos and surveillance video related to a reportable incident, will be maintained by Mass Medi-Spa for no less than one year or Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 3 the duration of an open investigation, whichever is longer, and made available to the Commission and law enforcement authorities upon request. • Visitor Records o A visitor sign-in and sign-out record will be maintained at the security office. The record will include the visitor’s name, address, organization or firm, date, time in and out, and the name of the authorized agent who will be escorting the visitor. • Waste Disposal Records o When marijuana or marijuana products are disposed of, Mass Medi-Spa will create and maintain a written record of the date, the type and quantity disposed of or handled, the manner of disposal or other handling, the location of disposal or other handling, and the names of the two Mass Medi-Spa agents present during the disposal or handling, with their signatures. Mass Medi-Spa will keep disposal records for at least three (3) years. This period will automatically be extended for the duration of any enforcement action and may be extended by an order of the Commission. • Security Records o A current list of authorized agents and service personnel that have access to the surveillance room will be available to the Commission upon request. o Twenty-four (24) hour recordings from all video cameras that are available for immediate viewing by the Commission upon request and that are retained for at least ninety (90) calendar days. • Transportation Records o Mass Medi-Spa will retain all shipping manifests for a minimum of one (1) year and make them available to the Commission upon request. • Agent Training Records o Documentation of all required training, including training regarding privacy and confidentiality requirements, and a signed statement of the individual indicating the date, time, and place he or she received the training, the topics discussed and the name and title of the presenter(s). • Closure o In the event Mass Medi-Spa closes, all records will be kept for at least two (2) years at Mass Medi-Spa’s expense in a form (electronic, hard copies, etc.) and location acceptable to the Commission. In addition, Mass Medi-Spa will communicate with the Commission during the closure process and accommodate any additional requests the Commission or other agencies may have. • Written Operating Policies and Procedures: Policies and Procedures related to Mass Medi-Spa’s operations will be updated as needed and will undergo a review by the executive management team on an ongoing basis. Policies and Procedures will include the following: o Security measures in compliance with 935 CMR 500.110; o Agent security policies, including personal safety and crime prevention techniques; o A description of Mass Medi-Spa’s hours of operation and after-hours contact information, which will be provided to the Commission, made available to law enforcement officials upon request, and updated pursuant to 935 CMR 500.000. o Storage of marijuana in compliance with 935 CMR 500.105(11); o Description of the various strains of marijuana to be sold, and the form(s) in which marijuana will be dispensed; o Procedures to ensure accurate recordkeeping, including inventory protocols in compliance with 935 CMR 500.160; Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 4 o Plans for quality control, including product testing for contaminants in compliance with 935 CMR 500.160; o A staffing plan and staffing records in compliance with 935 CMR 500.105(9); o Emergency procedures, including a disaster plan with procedures to be followed in case of fire or other emergencies; o Alcohol, smoke, and drug-free workplace policies; o A plan describing how confidential information will be maintained; o Policy for the immediate dismissal of any dispensary agent who has: § Diverted marijuana, which will be reported local law enforcement and to the Commission; § Engaged in unsafe practices with regard to Mass Medi-Spa operations, which will be reported to the Commission; or § Been convicted or entered a guilty plea, plea of nolo contendere, or admission to sufficient facts of a felony drug offense involving distribution to a minor in the Commonwealth, or a like violation of the laws of another state, the United States or a foreign jurisdiction, or a military, territorial, or Native American tribal authority. o A list of all executives of Mass Medi-Spa, and members, if any, of the licensee must be made available upon request by any Mass Medi-Spa. 935 CMR 500.105(1)(m) requirement may be fulfilled by placing this information on Mass Medi-Spa’s website. o Policies and procedures for the handling of cash on Mass Medi-Spa premises including but not limited to storage, collection frequency and transport to financial institution(s). o Policies and procedures to prevent the diversion of marijuana to individuals younger than 21 years old. o Policies and procedures for energy efficiency and conservation that will include: o Identification of potential energy use reduction opportunities (including but not limited to natural lighting, heat recovery ventilation and energy efficiency measures), and a plan for implementation of such opportunities; o Consideration of opportunities for renewable energy generation, including, where applicable, submission of building plans showing where energy generators could be placed on site, and an explanation of why the identified opportunities were not pursued, if applicable; o Strategies to reduce electric demand (such as lighting schedules, active load management and energy storage); and • Engagement with energy efficiency programs offered pursuant to M.G.L. c. 25 § 21, or through municipal lighting plants. Record-Retention Mass Medi-Spa will meet Commission recordkeeping requirements and retain a copy of all records for at least two (2) years. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Plan for Maintaining Financial Records Mass Medi-Spa Nantucket Facility Mass Medi-Spa, Inc.’s (“Mass Medi-Spa”) operating policies and procedures ensure financial records are accurate and maintained in compliance with the 935 CMR 500.000 et seq. Financial records maintenance measures include policies and procedures requiring that: Confidential financial information will be maintained in a secure location, kept separate from all other records, and will not be disclosed without the written consent of the individual to whom the information applies, or as required by law or pursuant to a court order. However, the Cannabis Control Commission (the “Commission”) may access this information to carry out its official duties. • Mass Medi-Spa will comply with all recordkeeping requirements under 935 CMR 500.105(9), including: o Keeping written business records, available for inspection, and in accordance with Generally Accepted Accounting Principles (GAAP), which will include manual or computerized records of: o Assets and liabilities; o Monetary transactions; o Books of accounts, including journals, ledgers, and supporting documents, agreements, checks, invoices, and vouchers; o Sales records including the quantity, form, and cost of marijuana products; and o Salary and wages paid to each employee and any executive compensation, bonus, benefit, or item of value paid to any individual affiliated with Mass Medi-Spa. • Mass Medi-Spa will comply with all sales recording requirements under 935 CMR 500.140(6), including: o Utilizing a point-of-sale (POS) system approved by the Commission, in consultation with the Massachusetts Department of Revenue (the “DOR”), and a sales recording module approved by DOR; o Conducting a monthly analysis of its equipment and sales data, and maintaining records, available to the Commission upon request, that the monthly analysis has been performed; o Complying with 830 CMR 62C.25.1: Record Retention and DOR Directive 16-1 regarding recordkeeping requirements; o Adopting separate accounting practices at the point-of-sale for marijuana sales and non- marijuana sales; o Maintaining such records that would allow for the Commission and the DOR to audit and examine the point-of-sale system used in order to ensure compliance with Massachusetts tax laws and 935 CMR 500; and o If Mass Medi-Spa is permitted to co-locate a Medical Marijuana Treatment Center at the proposed location, maintaining and providing the Commission on a biannual basis Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 accurate sales data collected during the preceding six (6) months to ensure an adequate supply of marijuana and marijuana products in accordance with 935 CMR 500.140(10). Additional written financial records will be securely maintained, including, but not limited to, records of: • Compliance with liability insurance coverage or maintenance of escrow requirements under 935 CMR 500.105(10) and all bond or escrow requirements under 935 CMR 500.105(16); • Fees paid under 935 CMR 500.005 and other applicable sections of the regulations; and • Fines or penalties, if any, paid under 935 CMR 500.550 or other applicable sections of the regulations. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Diversity & Local Hiring Plan Mass Medi-Spa Nantucket Facility Mass Medi-Spa Inc. (MMSI) is committed to ensuring diversity and committed to local hiring throughout our organization – from the people who make up our team to the patients, customers, and communities we serve. This plan outlines our organization’s plan to ensure diversity and local hiring are incorporated into every aspect of our operations and decision making. Internal Diversity & Local Hiring Goals • Ensure a diverse and equitable workplace • Ensure a company culture of inclusion, acceptance, tolerance, respect, and care • Recruit a diverse pool of applicants and equal employment opportunities for all • Recruit local residents to meet local hiring goals, seeking out community partnerships and training programs to mentor qualified applicants • Promote and support diverse groups and organizations within the community • Periodically audit the organization for diversity and local hiring goals and measure the results • Monitor records of all personnel activity, including referrals, placements, transfers, promotions, termination, and compensation at all levels • Require managers to periodically report on their efforts to meet goals – review report results with all levels of management • Advise top administration of program effectiveness and submitting recommendations to improve program as needed to ensure program goals are met • Ensure equal pay for job categories and experience without disparity between groups Identification of Focus Areas MMSI has identified the following areas of particular focus within our Diversity & Local Hiring Plan goals: • Low minority and female applicant rate • Inclusion of veterans and service disables veterans • Low numbers of STEM and medically focused applicants Action-Oriented Programs Mass Medi-Spa Inc. has instituted action programs to address identified focus areas and to help achieve specific Diversity and Local Hiring Plan goals. These programs include: • Conducting annual analyses of job descriptions to ensure they accurately reflect job functions; • Reviewing job descriptions by department and job title using job performance criteria; • Making job descriptions available to recruiting sources and available to all members of management involved in the recruiting, screening, selection and promotion processes; Evaluating the total selection process to ensure freedom from bias through: o Reviewing job applications and other pre-employment forms to ensure information requested is job-related; o Evaluating selection methods that may have a disparate impact to ensure that they are job-related and consistent with business necessity; Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 o Training personnel and management staff on proper interview techniques; and o Training in EEO for management and supervisory staff; • Using techniques to improve recruitment and increase the flow of minority and female applicants. MMSI presently undertakes the following actions: o Include the phrase "Equal Opportunity/Affirmative Action Employer" in all printed employment advertisements; o Place help wanted advertisement, when appropriate, in local minority news media and women's interest media; o Disseminate information on job opportunities to organizations representing minorities, women and employment development agencies when job opportunities occur; o Encourage all employees to refer qualified applicants; o Actively recruit at secondary schools, junior colleges, colleges and universities with minority or female enrollments and STEM training programs; and o Request employment agencies to refer qualified minorities and women; • Ensuring that all employees are given equal opportunity for promotion. This is achieved by: o Posting promotional opportunities; o Offering counseling to assist employees in identifying promotional opportunities, training and educational programs to enhance promotions and opportunities for job rotation or transfer; and o Evaluating job requirements for promotion. Guidelines on Ensuring Inclusion Mass Medi-Spa Inc. (MMSI) is committed to taking affirmative action to ensure that applicants are employed, without regard to their religion or national origin. Such action includes, but is not limited to, the following employment practices: hiring, promotion, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training. Employment practices have been reviewed to determine whether diverse candidates are receiving fair consideration for job opportunities. Attention has been directed toward executive and middle management levels. Internal policies and procedures will continue to be developed in this program to ensure that MMSI’s obligation to provide equal employment opportunity without regard to religion, national origin, or other personal identifier is being fully implemented. The policy concerning MMSI’s obligation to provide equal employment opportunity without regard to religion, national origin, or other personal identifier is communicated to all employees via employee handbooks, policy statements, the Diversity and Local Hiring Plan, training materials, and ongoing communication. Reasonable accommodations to the religious observances and practices of employees or prospective employees will be made, unless doing so would result in undue hardship. In determining whether undue hardship exists, factors such as the cost to the company, the impact on the rights of other employees would be considered, and the ability for patients to access needed products. Recruitment & Outreach Plan MMSI will establish and maintain an inclusive and diverse workforce to serve its patients and community through innovative corporate recruitment of underrepresented and minority communities, with a Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 3 particular emphasis on identified focus areas. MMSI will also establish and maintain innovative corporate recruitment programs dedicated to local community members. MMSI will prioritize the hiring of individuals of Black, African American, Hispanic or Latino descent, whose communities have previously been disproportionately harmed by marijuana prohibition and enforcement. MMSI will use best efforts to ensure that, by the end of the first year of operation, the racial and ethnic diversity of MMSI’s employees will exceed the ethnical and racial diversity of the Town of Nantucket. MMSI’s executive management team will conduct an employment composition review annually to determine what percentage of its employees identify as Black, African American, Hispanic or Latino. If the review reveals that the racial and ethnic diversity of MMSI’s employees does not reflect the racial and ethnic diversity of the municipality, MMSI will make a donation to the Commission’s Social Equity Program or local organizations that provide social services to communities that have had historically high rates of arrest, conviction, and incarceration related to marijuana crimes. MMSI will develop strategic corporate initiatives to ensure a diverse and qualified staff stands ready to serve MMSI’s customers’ needs. These strategic corporate initiatives may include: • Implement internal recruitment and retention goals, and ensure they are met; • Hosting career fairs in underrepresented and minority communities; • Provide training on cultural sensitivity and recognizing unconscious bias; and • Using vendors and suppliers who are also committed to diversity and inclusion. MMSI’s recruitment efforts are built on building strong relationships and ensuring inclusivity and representation. Recruitment efforts are designed to maintain a steady flow of qualified diverse and local applicants and include the following steps: • Developing relationships with organizations serving minorities, women, people of all gender identities and sexual orientations, veterans, and persons with disabilities for employment referrals; • Developing relationships with job training, STEM training, medical care training, and other professional development organizations serving the local community of Nantucket; • Providing briefings to representatives from mainstream and local recruitment sources concerning current and future job openings; o Advertise job listings in local publications, community boards, and similar sources of local information, including but not limited to: § Nantucket Inquirer & Mirror § Nantucket Classifieds • Encouraging employees from diverse and local groups to refer applicants for employment; • Participating in local job fairs and career day programs, and encouraging MMSI’s diverse and local employees to participate whenever possible; • Establishing recruitment efforts at community colleges, job training programs, STEM training programs, higher learning institutions, community-based organizations, and institutions with special programs that reach diverse people and the local community; • Establishing recruitment efforts with local veterans’ support and advocacy groups; • Developing relationships with community child care, housing, transportation, and other programs designed to improve employment opportunities for diverse persons; Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 4 • Ensuring that job openings are sent to community partners; • Ensuring that job openings are sent to industry groups focused on diverse representation in the cannabis industry, including but not limited to: o Minority Cannabis Business Association o Cannabis Cultural Association o National Diversity Inclusion & Cannabis Alliance o Minorities 4 Medical Cannabis o SuperNova o Women Abuv Ground o WomenGrow; and • Utilizing Zip Recruiter or equivalent online recruitment program to reach over 100 online career and job websites, as well as social media. Strategic Partnerships, Suppliers and Vendors Mass Medi-Spa Inc. (MMSI) will develop strategic investment partnerships with diverse individuals, minority-owned businesses, and businesses owned by other disadvantaged groups. MMSI will partner with local organizations focused on inclusion and opportunity for minorities, women, veterans, groups concerned with persons with disabilities, and people of all gender identities and sexual orientations. MMSI will seek guidance through these strategic partnerships on how best to utilize diversity and local group recruitment services, job fairs, colleges, adult learning centers, and open houses for employees during the preliminary hiring phase, and on an ongoing basis as the team increases in size to ensure our diversity and local hiring goals are met and exceeded. Charitable donations will be make on an ongoing basis to strategic partners and organizations serving the community, to groups that provide ongoing opportunity and development for diverse and local groups in the areas of education and employment, and to veteran support organizations including service disabled veteran recovery programs. MMSI will promote diversity and support the local economy through purchasing goods and services from vendors, contractors, and professional service providers that are owned and operated by individuals that have cultural and ethnically diverse characteristics. In selecting potential contractors, subcontractors, vendors and suppliers, MMSI will first contract with small and diverse businesses. MMSI’s goal is to maintain diverse organization, vendor, and contractor spending at or above 20% of total related expenses. External communication efforts that align with MMSI’s Diversity and Local Hiring Plan will include: • Advertising in employment and business sections of appropriate types of media; • Participating in employment and business notification programs; and • Distribution of literature to organizations actively supportive of minorities, women, disabled persons, the LGBTQ community, and veterans. Employee Retention, Training & Development MMSI will offer promotions, career counseling, and training to provide all employees with equal opportunity for growth and to decrease turnover. MMSI will ensure that all employees are given equal opportunities for promotion by communicating opportunities, training programs, and clearly-defined job Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 5 descriptions. MMSI will ensure that all employees receive equal opportunity for career counseling, counsel employees on advancement opportunities, and provide training programs to assist them in career development. MMSI will instruct managers and supervisors to refer employees seeking career counseling to the Human Resources Manager. MMSI’s diversity awareness training emphasizes MMSI’s zero-tolerance commitment of harassment and discrimination and MMSI’s strict adherence to take corrective action should any issues, concerns, or complaints arise to incorporate best practices, cultural awareness and acceptance, mutual respect, and promotion of an inclusive and diverse workplace. All MMSI employees are required to complete the diversity awareness training program during employee orientation. Training will begin immediately upon hiring, and all new employees will be required to participate in an orientation program that will introduce and stress the importance of the Diversity and Local Hiring Plan. Upon completion of the orientation program, new hires will be equipped to describe, discuss, and implement the Diversity and Local Hiring Plan. Following successful completion of the general orientation program, employees will undergo additional diversity training that will be tailored to the employee’s specific job function. All employees will also be required to undergo ongoing diversity training to ensure knowledge of newly determined best practices and policies and continued familiarity and compliance with the Diversity and Local Hiring Plan. Awareness of Diversity and Local Hiring Plan goals and MMSI’s efforts to create an open culture with zero tolerance for discrimination, harassment, or retaliation, is crucial to MMSI’s success. Management, staff, associates, vendors, contractors, and the general public all benefit from being informed of the Diversity and Local Hiring Plan objectives and procedures. Dissemination of information of the Diversity and Local Plan includes the following: • Inclusion of MMSI’s Equal Employment Opportunity and Reasonable Accommodation statement in the Employee Handbook; • Inclusion of MMSI’s zero-tolerance policies for harassment, discrimination, bullying, and other actions which oppose MMSI’s goal for a diverse workforce; • Postings in suitable areas for employee communication; • Diversity training programs for all employees; • Quarterly progress evaluation meetings with appropriate personnel; and • Formal presentations made to management and employees on diversity initiatives. Internal Audit and Reporting System Diversity Committee Mass Medi-Spa Inc. (MMSI) will establish a Diversity Committee (the “Committee”) to assist the executive management team and Human Resources Manager with the implementation and growth of the Diversity and Local Hiring Plan. The initial members of the Committee will be selected based on their diverse status and their personal commitments to diversity. Additional members of the Committee may be added at the discretion of MMSI’s executive management team. The Committee will be responsible for: Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 6 ● Developing Equal Employment Opportunity (EEO) statements, policies, programs, and internal and external communication procedures in support of the goals of the Diversity and Local Hiring Plan; ● Assisting in the identification of problematic areas for EEO, including receiving, reviewing, and resolving any complaints of discrimination or other non-compliance with regards to equal opportunity and fair treatment of all employees; ● Assisting management in arriving at effective solutions to problems regarding issues of diversity and inclusion; ● Designing and implementing internal reporting systems that measure the effectiveness of programs designed to support a company culture that fosters diversity; ● Keeping the company informed of equal opportunity progress through quarterly reports; ● Reviewing the Diversity and Local Hiring Plan with management at all levels of MMSI to ensure that the Diversity and Local Hiring Plan is understood; and ● Auditing MMSI’s internal and external job postings to ensure information is in compliance with MMSI’s diversity policies and procedures. Evaluation: Auditing and Reporting Mass Medi-Spa Inc. (MMSI) will ensure that all diversity practices, affirmative action plans, and local hiring goals are met to the best of the population’s demographic ability, and that all the components of our Diversity and Local Hiring Plan are recorded, filed indefinitely, and reported as necessary to the department, and any other pertinent regulatory body or authority. The Human Resources Manager at MMSI will be responsible for auditing the Diversity and Local Hiring Plan, assessing the degree to which MMSI’s diversity and local hiring goals have been obtained, and producing audit reports. Audit activities will include an assessment the following personnel activities to ensure nondiscrimination and equal employment opportunity for all individuals without regard to their race, color, sex, sexual orientation, gender identity, religion, national origin, or other unique identifier: • Recruitment, advertising, and job application procedures; • Hiring, promotion, upgrading, award of tenure, layoff, recall from layoff; • Rates of pay and any other forms of compensation including fringe benefits; • Job assignments, job classifications, job descriptions, and seniority lists; • Sick leave, leaves or absence, or any other leave; • Training, apprenticeships, attendance at professional meetings and conferences; and • Any other term, condition, or privilege of employment. The following documents will be maintained as a component of MMSI ’s internal audit process: • An applicant flow log showing the name, race, sex, date of application, job title, interview status and the action taken for all individuals applying for job opportunities; • Summary data of external job offers and hires, promotions, resignations, terminations, and layoffs by job group and by sex and minority group identification; • Summary data of applicant flow by identifying, at least, total applicants, total minority applicants, and total female applicants for each position; • Maintenance of employment applications (not to exceed one year); and • Records pertaining to MMSI’s compensation system. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 7 MMSI ’s audit system includes a regular audit reporting on a quarterly and/or annual basis documenting MMSI ’s efforts to achieve its Diversity and Local Hiring goals and responsibilities. Managers and supervisors will be asked to report any current or foreseeable areas of focus and are asked to outline their suggestions and recommendations for constructive solutions. During audit reporting, the Human Resources Manager will report and discuss any issues relating to diversity and local hiring ratios, goals, current status, and effective implementation. The audit report setting forth MMSI’s performance in fulfilling the goals of the Plan will contain: ● Employment data, including information on minority, women, disabled, and veteran representation in the workforce in all job classifications; average salary ranges; recruitment and training information (all job categories); and retention and outreach efforts; ● The total number and value of all contracts and/or subcontractors awarded for goods and services; ● An identification of each subcontract actually awarded to a member of a diverse group and the actual value of such subcontract; ● A comprehensive description of all efforts made by MMSI to monitor and enforce the Diversity and Local Hiring Plan; ● Information on diverse group investment, equity ownership, and other ownership or employment opportunities initiated or promoted by MMSI; ● Other information deemed necessary or desirable by the Nantucket Marijuana Advisory Team (MAT), the Department of Public Health (DPH), and the Cannabis Control Commission (CCC) to ensure compliance with the rules and regulations governing marijuana establishments in Massachusetts and locally in the Town of Nantucket; and ● When available, a workforce utilization report including the following information for each job category at MMSI: ○ The total number of persons employed; ○ The total number of men employed; ○ The total number of women employed; ○ The total number of veterans employed; ○ The total number of service-disabled veterans employed; and ○ The total number of members of each racial minority employed. Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 1 MMSI Plan for Qualifications & Training Mass Medi-Spa Nantucket Facility Mass Medi-Spa, Inc. (MMSI) will ensure that all individuals hired to work at Mass Medi-Spa’s Marijuana Establishment are qualified to work as a marijuana establishment agent and properly trained to serve in their respective roles in a compliant manner. Qualifications In accordance with 935 CMR 500.030, a candidate for employment as a marijuana establishment agent must be 21 years of age or older. In addition, the candidate cannot have been convicted of a criminal offense in the Commonwealth involving the distribution of controlled substances to minors, or a like violation of the laws of another state, the United States, or foreign jurisdiction, or a military, territorial, or Native American tribal authority. Mass Medi-Spa will also ensure that its employees are suitable for registration consistent with the provisions of 935 CMR 500.802. In the event that Mass Medi-Spa discovers any of its agents are not suitable for registration as a marijuana establishment agent, the agent’s employment will be terminated, and Mass Medi-Spa will notify the Commission within one (1) business day that the agent is no longer associated with Mass Medi-Spa. Training As required by 935 CMR 500.105(2), and prior to performing job functions, each of Mass Medi-Spa’s agents will complete training that is tailored to the roles and responsibilities of the agent’s job function. Agent training will at least include the Responsible Vendor Program and eight (8) hours of on-going training annually. On or after July 1, 2019, all of Mass Medi-Spa’s current owners, managers, and employees will have attended and successfully completed a Responsible Vendor Program operated by an education provider accredited by the Commission to be designated a “responsible vendor.” Mass Medi-Spa’s new, non- administrative employees involved in the handling and sale of marijuana will complete the Responsible Vendor Program within 90 days of the date they are hired. Mass Medi-Spa’s employees involved in the handling and sale of marijuana will then successfully complete the program once every year thereafter. Mass Medi-Spa’s records of Responsible Vendor training program compliance will be maintained for at least four (4) years and made available during normal business hours for inspection by the Commission and any other licensing authorities upon request. As part of the Responsible Vendor program, Mass Medi-Spa’s agents will receive training on a variety of topics relevant to marijuana establishment operations, including but not limited to the following: • Marijuana’s effect on the human body, including physical effects based on different types of marijuana products and methods of administration, and recognizing the visible signs of impairment; • Best practices for diversion prevention and prevention of sales to minors; • Compliance with tracking requirements; Mass Medi-Spa Inc – Cannabis Control Commission Marijuana Retailer Application # MRN282228 2 • Acceptable forms of identification, including verification of valid photo identification and medical marijuana registration and confiscation of fraudulent identifications; • Such other areas of training determined by the Commission to be included; and • Other significant state laws and rules affecting operators, such as: • Local and state licensing and enforcement; • Incident and notification requirements; • Administrative and criminal liability and license sanctions and court sanctions; • Waste disposal and health and safety standards; • Patrons prohibited from bringing marijuana onto licensed premises; • Permitted hours of sale and conduct of establishment; • Permitting inspections by state and local licensing and enforcement authorities; • Licensee responsibilities for activities occurring within licensed premises; • Maintenance of records and privacy issues; and • Prohibited purchases and practices. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 15 1 MMSI Completed DPH Submissions Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Enclosed are the completed submissions to the Massachusetts Department of Public Health or MCCC (as applicable) for Mass-Medi Spa, Inc.’s (MMSI) Medical Use of Marijuana Provisional Certificate of Registration, including all application materials and notices of status change. The documents included are as follows: • Provisional Certificate of Registration (PCR) • Application of Intent, with revisions • Management and Operations Profile, with revisions • Sitting Profile, with revisions The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health CHARLES D. BAKER Governor KARYN E. POLITO Lieutenant Governor March 10, 2017 Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 11 1h Floor, Boston, MA 02111 BY U.S. MAIL AND E-MAIL Mr. Jeffrey Craig Roos Mass Medi-Spa, Inc. 84 Polpis Road Nantucket, MA 02554 MARYLOU SUDDERS Secretary MONICA BHAREL, MD, MPH Commissioner Tel: 617-660-5370 www.mass.gov/medlcalmarijuana Re: Provisional Certificate of Registration for a Registered Marijuana Dispensary for a Dispensary, Cultivation and Processing Facility in Nantucket Dear Mr. Roos: Please be advised that Mass Medi-Spa, Inc. has been selected to receive a Registered Marijuana Dispensary ("RMD") Provisional Certificate of Registration at its proposed co-located Nantucket facility and to move forward to the Inspectional Phase. The issuance of this RMD Provisional Certificate ofRegistrntion is subject to the following ongoing conditions: 1. All dispensary agents and capital contributors shall be subject to a background check as set fmth in the Guidance for Registered Marijuana Dispensaries Regarding Background Checks prior to commencing work as a dispensary agent or contributing funds to the RMD. 2. The RMD shall comply with the Humanitarian Medical Use of Marijuana Act, Ch. 369 of the Acts of2012 (the "Act"), as implemented by Department of Public Health (the "Department") Regulations, 105 CMR 725.000, et seq. ("Regulations"), during the period of its provisional registration, except as expressly waived in writing by the Department pursuant to 105 CMR 725.700. 3. The RMD shall be subject to inspection and audit to ascertain compliance with any applicable law or regulation, including laws and regulations of the Commonwealth relating to taxes, child suppmt, workers compensation, and professional and commercial insurance coverage. 4. The RMD shall be subject to inspection and audit to asce1tain that the RMD is operating at all times in a manner not detrimental to public safety, health, or welfare. 5. The RMD shall be subject to inspection and audit to asce1iain that its facilities are compliant with all applicable state and local codes, bylaws, ordinances and regulations. 6. The RMD shall be subject to inspection and audit to asce1iain that it has sufficient financial resources to meet the requirements of the Act or 105 CMR 725.000, et seq. 7. The RMD shall cooperate with and provide information to Department inspectors, agents and employees upon request. 8. The RMD shall, as necessary, amend its bylaws to expressly require compliance with 725.lOO(A)(l) and the "Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance" by stating that the RMD shall "at all times operate on a non- profit basis for the benefit of registered qualifying patients" and shall "ensure that revenue of the RMD is used solely in furtherance of its nonprofit purpose." If the bylaws do not expressly include such requirement, they shall be amended within thirty days of the date of this letter and the amended bylaws shall be filed with the Depmiment by mail at the above address and by email at RMDcompliance@state.ma.us. 9. The RMD shall keep cmTent all information required by 105 CMR 725.000, et seq., or as otherwise required by the Department pursuant to 725 .1OO(F)(4) and may not make ce1iain changes without prior approval from the Depmiment pursuant to 725 .1 OO(F)(l )- (3 ). 10. The RMD must submit payment of the registration fee required pursuant to 105 CMR 725.lOO(C)(l) and 801 CMR 4.02. In the Inspections Phase, the Depmiment will continue to verify, among other things, that the RMD will operate in compliance with the RMD operational requirements, see 105 CMR 725.105 (A)-(Q), and security requirements, see 105 CMR 725.1 lO(A)-(F). Furthermore, the Depmiment may impose other conditions that the Depmiment detennines necessary to ensure the RMD will operate in accordance with applicable Massachusetts laws and regulations. Please be advised pursuant to 105 CMR 725. lOO(C)(l) the Department may issue a Final Certificate of Registration only after an applicant has successfully completed the Inspections Phase and the Department has issued final approval. Please mail the enclosed remittance form with a bank/cashier's check in the amount of $50,000 payable to the Commonwealth of Massachusetts within thirty (30) days of the date of this letter to: Department of Public Health Medical Use of Marijuana Program RMD Registration 99 Chauncy Street, 11th Floor Boston, MA 02111 After the registration fee is processed, this letter shall serve as Mass Medi-Spa, Inc.'s Provisional Cetiificate of Registration with the aforementioned conditions. The Department will continue to verify all information provided by the RMD, and that the RMD is compliant with applicable Massachusetts law and regulations. It is within the Depatiment's discretion to revoke this Provisional Certificate of Registrntion at any time. Should you have any questions, please contact the Department at RMDcompliance@state.ma.us. Sincerely, {'/1~1! I ,#1·1 ~ ( Ji J 'El) 1Sheeh , J.D. Jtrireau Direc J Bureau of Health Cat·e Safety attd Quality Massachusetts Depatiment of Public Health 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 SITING PROFILE: Request of for a Certificate of Registration to Operate a Registered Marijuana Dispensary This application form is to be completed by a non-profit corporation that wishes to apply for a Certificate of Registration to operate a Registered Marijuana Dispensary ("RMD") in Massachusetts, and has been invited by the Department of Public Health (the "Department") to submit a Siting Profile. If invited by the Department to submit more than one Siting Profile, you must submit a separate Siting Profile and attachments for each proposed RMD. Please identify each application of multiple applications by designating it as Application I, 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. 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 labelled or marked so as to identify the question to which it relates. Each submitted application must be a complete, collated response, printed single-sided, and secured with a binder clip (no ring binders, spiral binding, staples, or folders). Mail or hand-deliver the Siting Profile, with all required attachments, to: REVIEW Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Channey Street, 11th Floor Boston, MA 02111 Applications are reviewed in the order they are received. After a completed application packet is received by the Department, the Department will review the information and will contact the applicant if clarifications/updates to the submitted application materials are needed. The Department will notify the applicant whether they have met the standards necessary to receive a Provisional Certificate of Registration. PROVISIONAL CERTIFICATE OF REGISTRATION Appli~ants have one year from the date of the submission of the Management and Operations Profile to receive a Provisional Certificate ofR.egistration. If an applicant does not receive a Provisional of Certificate of Registration after one year, the applicant must ~ubmit a r1ew Application of Intent and fee. For cdmplete ir1formation regarding registration of an RMD, please refer to 105 CMR 725.100. It is rne applicant's responsibility to ensure that all responses are consistent with the requirements of 105 CMR 725.000, et seq., and any requiremerits specified by the Department, as applicable. Please; note that all application responses, including all attachments, will be subject to release pursuant to a public records request, as redacted pursuant to the requirements at M.G.L. c. 4, § 7(26). Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _JR __ Siting Profile -Page 2 QUESTIONS If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or Rlv1Dapplication(i!J.state.ma.us. CHECKLIST The forms and documents listed below must accompany each application, and be submitted as outlined above: [ti A fully and properly completed Siting Profile, signed by an authorized signatory of the applicant non-profit corporation (the "Corporation") [ti Evidence of interest in property, by location (as outlined in Section B) t!1 Letter( s) of local support or non-opposition (as outlined in Section C) Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: "'JR~- Siting Profile -Page 3 SECTION A: APPLICANT INFORMATION 1. Mass Medi-Spa Inc. Legal name of Corporation 2. Jeffrey Craig Roos 3. Name of Corporation's Chief Executive Officer 84 Polpis Road, Nantucket, MA 02554 Address of Corporation (Street, City/Town, Zip Code) 4. Jeffrey Craig Roos 5. Applicant point of contact (name of person Department of Public Health should contact regarding this application) 551-689-5179 Applicant point of contact's telephone number jeff@massmedispa.org 6. Applicant point of contact's e-mail address 7. Number of applications: How many Siting Profiles do you intend to submit? _2 __ _ Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _JR __ Siting Profile -Page 4 SECTION B: PROPOSED LOCATION(S) Provide the physical address of the proposed dispensary site and the physical address of the additonal location, if any, where marijuana for medical use will be cultivated or processed Attach supporting documents as evidence of interest in the property, by location. Interest may be demonstrated by (a) a clear legal title to the proposed site; (b) an option to purchase the proposed site; (c) a lease; (d) a legally enforceable agreement to give such title under (a) or (b), or such lease under (c), in the event that Department determines that the applicant qualifies for registration as a RMD; or (e) evidence of binding permission to use the premises. Location Full Address County 41 Old South Road# E Nantucket 1 Dispensing Nantucket, MA 02554 400 Cordwainer Drive Plymouth 2 Cultivation Norwell, MA 02061 400 Cordwainer Drive l'lymouth 3 Processing Norwell, MA 02061 ra' Check here if the applicant would consider a location other than the county or plly~ie11! !tddress provided within this application. Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _JR __ Siting Profile -Page 5 DocuSlgn Envelope ID: 1258D518-8F96-4CEB-A4E5-872E7F38F764 OFFER TO PURCHASE REAL J<;STATE TO: ~B~a=r=b=a=r=a~Y~a~n~d~e=r~h=i~l=t~ ____________________________ (Sellc1·) FROM: South Shore Biol?harn.~\a~L~I~,l?~-- DATE: Daoemb§lr 1, 2016 _________________ _(Buyel') Buyer hereby offers to bny the properly1 ltel'einafter known as the 11Pren1lses 1\ t'efctrcd to and identified as foJlows: 41 Old South Road j!E, Nantucket, MA 02554 ,alsoknownasMap_illl.__ ,Parcel 250 (Property Address-) Buyer hereby offers to buy the Premises which have been shown to us by Wllllam Raveis -Nantucket, LLC as Agent for the Buyer and Maury People Sotheby' s . ;as agentfor tl1c Sertect to the following terms and conditions: (1) Buycl'Willpaytl1e1·e.~ 2957 000 .. 00 J ZP1?1 1 OD/; /? GL- ' (I , (a) $ !i , 0 0 0 . 0 0 is paid herewith as a deposit to bind this Offel'. os (_)v (b) $ 24, 500. 00 is lo be paid as an additional deposit upon execution of Purchase and Sale d ZfJ/'J •· Agreement as 1irovided for below. f 1 ':I 0 l' (c) ':1>'265-r500,,. 00 is to be paid in cash, certified check orbanl< draJ\ at tl1e time of delivety of !) (;\/V the Deed. t') ,·, D PL' (d) $29'!r;llo~,oo istl1cPmchusePdce. (2) This Offer is good until '&: 00 DAM ll!J PM Oaoember .3, 2016 at or before which time u copy hereof (Time) (D:ite: MrnUh, Day, Ye11r) shall be signed by the Seller or its authorized representative, signifying acceptance of this Offer, and returned to U1c Duyer fo1thwith; otherwise tl1is Offer shail be considered as rejected and uny money deposited liercwitlt shall be returned fortl1\vith. (3) The parties hereto shall, on or before December 22 , 2 016 (Dale) 1 execute a Purchase nn.d Sale Agree1nent1 which when executed. shall be the Agrecn1c11t bclween the parties l1crcto. (4) A good and sufficient Deed, conveying a good, clear and rnarkctublo lillc ofrecord shail be delive1·cd at ___16,;_QQ__on (Time) -~li'~e~b=r=u"°a"'r~y~l=5~,~2~0=1~7~-at u pince to be mutually agreed upon. (Dale: Mmllh, Du.y, Year) (5) If the Duyer does not fulfill its obligations under this offe1', any deposits made as detailetl in (J) (a) and (b) mentioned above shall bccon1e the Seller's properly as liquidated darnagcs wllhout further recourse lo either party, Said deposit shall be held by an escrow agent, subject to the ter111s hereof provided howevel' that in the event of any disngrcen1ent between the parties1 t11c cscro\v agent n1ay retain said deposit pending insuuctions 111utua1ly given in wrltil\g by the parlics. A sbnilal' provision shall be included in the Pui'chase and Sale l\gree1nent with respect to any deposit held under its'tcrms. (6) Disclosures: F01· one to foul' fUmily residences, the Buyer 11creby acknowledges receipt of the Home Inspectors: Pacts fC_P for C?nsu1ners brochure produced by Lhe Office of Consun1er Affait's. Fur residential property constt11ctcd prior to J 978,,Buyer n1ust also sig11 Lead Paint 11Properly Transfer Notification.11 c~' \~}:J?) Time is of the essence hereof. Buyer(s) Initials@'-='='---·.:'! 'l 1~·/ Seller(s) lnftials ~ Offer to P11rc11ase_Cobroke (2).docx Page lof2. Hll_WG_7/J/2015 Wlllh1m Rnvcis Ren! Estuto ~ Nnntucl<c::I, 12 Onk Lane Nnutuckcl, MA 02554 Phonc:508.228,9117 F:ix: 508.228,9?.?.7 Mnrk Burlingham 41 OlrlS011thR<>11t{ P(IJduccd w!lh il(IForm@hy 1lpLog!x 16070 F!Uo1111 Mfo Rond, Fr11~or, Mlcl1lgan 40026 ~.\Wll!.wm DocuSlgn Envelope ID: 125BD51B-8F96-4CEB-A4E5-872E7F3BF764 --WINDWALKER·-- WILLlAM RAVEIS NAN'fUOl(EI • NOAIHf!/\$'f ~ t~LOSAI. OFFER TO PURCHASE REAL ESTATE (8) When, as, and if the deed is delivel'ecl nnd the pul'chnse price is pnid, a Professional Service Fee (Commission) of Two 500 /1000 percent ( 2. 500 %) shall be puid to William Havies -Namucket, LLC and 2 , 5'l> to Maurv l?eople ·· . , out of the proceeds of the sale Jn accordance with your listing agreement and the I.IN[{ Nantucket Listing Service. (9) The Buyer shall pay the 2% Land Bank Tax upon closing. (lO)Buyer Contingencies: (a) (b) __ _ SEE ADDENDUM (c) _____________ _ (d) (e) _______________ _ (I) NOTICE: This is a legal docu1ncnt that creates binding obligations. If not understood, consult an attorney. WITNESS my hand and seal. BUYER South Shore Biol?harma LLll Date 12/01/2016 BUYER _____________________________ ,,Date12/0l/2016 26 Brookside Dr. Feeding Hills, MA 01030 No. & Street City, State, Zip Phone Nu111ber: Horn~e:~-----------------"C~el~l:~--------------- Email· Address: This Offer is accepted upon the foregoing terms and conditlons. WITNESS rny hand and seal. SELLER lb;;J;;: 'vtUA,Jm,i(f ll'!~lil>.111/'riilnderb;il t SELLER No. & Street City, State, Zip Phone Number: Email Address: llo1uo: Offe·r.to Purchase_ Collrnkc ('2).docx Pagel ot'2 Date 12/3/2016 _____ Date _____ _ Cell: llR_WG_7/l/2015 Produced w1!h tlpForrrdilby 2lplogh1 10070 F111een Milo Rond, Frascir, Mlchlgm\ ~0026 l'll'CtYi2ln!,oa!X POU! 41 Old South Rond DocuSign Envelope ID: 1258051 B·BF96-4CEB-A4E5-872E7F3BF764 WILUAMRAVrns R•.11 l:HAI~ • Ml)llUIMlf 1 h/\lik~~(· · • It.< l.•j'.Al I l'U'!)'~t~«.f~"l f.<"l<('~"'l"")· 111\11'1•11\f.hl Property Address; 41 Old South Road #E, Nantucket, MA 02554 ADDENDUM ··---------·----------- DATE: December 1, 2016 ------------------·····-··-------- !he Buyer may, at the Buyer's owt) expense and on 01· before December 12th,2017, have the Property Inspected by_11 duly·llcensed person(s) engaged In the__bus!11_e_sJU?.f conducting home inspections. Such Inspections may Include, baj not be limited to, structurnl, mechanical. pest .. and environmental assessments. If s_!!\)h Inspections are not accep!_able to BU)lru'.1 In Buyer's sole discretion, then thq!l!!)l."1'.__. shall have the option of revoking the Agreement by written notice to the Seller and/or Broker representing the Seller on or befot•e December 19th, 2017, where upon all Deposits made by the Buyer shall be forthwith refunded, .;md this Agreement shall become n11ll and void and without further recourse to either .Pl!!'.!ll. ___ _ 2. Satlsfacto!Y review of Condomlnlutu.Documents. 3. Satisfactory evacuation of_c,,u,_,r'-'re.,n~t~t~en~a~n~t~s~. _______ _ -------··---·-···--------------------------- ---·------'-------- ----------------------------·---··------------- ------------~--------------·---- --~·---- r>~k Bu;;errrena t ---~'~~~~!~·,""'"' r&;;:·v~Milt Date ls';;llBi'&mhnn4 South Shore BloPharma LLP Barbara Vanderbilt Buyer/Tenant Date Seller/Landlord Wlllfom Rawl1 llul v.srn!o • N\111\!l(h~I, 11 011!t l.r.ine N~utudm, flt.\ 01554 Pl1on11: 50!1.Jlfl,Q( Ii Falt: 5US,'18.1ll7 Murl1 llurllnglrn1u Produced vAt!-i 1lpfom181 lly2lplo3b: 18070 FUtooll M!lo t!oad, Frasot, Mlci1l1.1110 4B026 y®v.2!ql gg!x AAITI 12/3/2016 Date Dale .fl tlld Su11th noad STANDARD FORM COMMERCIAL LEASE By and Between 1. PARTIES: SOUTH SHORE BIOPHARMA LLP LESSOR And MASS MEDI-SPA, INC. LESSEE South Shore BioPharma LLP, hereinafter "SSBP", as LESSOR, which expression shall include heirs, successors and assigns where the context so admits, does hereby lease to Mass Medi-Spa, Inc. , hereinafter "MMS", or their designee or entities, LESSEE, which expression shall include successors, executors, administrators and assigns where the context so admits. The LESSEE hereby leases the following described premises: 2. PREMISES: This 551 square feet of space with two light-filled offices, a full bathroom with shower, and a full basement with 445 square feet of storage space located at 41 Old South Rd. #E, Nantucket, Massachusetts, "Premises". All plans specifications, building permits and other plans which comprise "building plans are to be incorporated in this section as if set forth herein and LESSOR shall deliver to LESSEE a building substantially completed as planned. 3. TERM: Commencing February 15, 2017, or five days after the building receives an occupancy certificate if the building cannot be delivered by the 15th of February and for a term of Twenty (20) years through February 15, 2037. 3A. OCCUPANCY/LESSOR TO ACCOMMODATE EARLY ENNTRY: The LESSEE will be allowed access during times when construction is not yet completed assuming construction management can accommodate entry and inspection; 4. RENT: The LESSEE shall pay to the LESSOR rent at the rate of: Years 1-20, the rental rate will be calculated to be the total of all costs to erect the turn- key building as set forth in the agreed budget which shall include costs of land, hard construction costs, contingencies used, and all soft costs, then multiplied by .18, the yearly rate at which rent will be paid. The monthly rent shall be the yearly rent divided by 12. In addition to rent, the LESSEE pay rent NNN +Utilities; Beginning in year 11, the rent escalation clause will be in place. Each year after year 10, rent will increase a total of 2%. The LESSEE acknowledges that this is a "triple net" lease pursuant to the above "NNN" designation and further that the LESSEE is responsible for the payment of any additional rent as defined in Paragraph 6 of this lease if applicable. Lessee will be provided an estimate of what the expected charges for taxes, water, sewer and insurance will be, and unless otherwise agreed, will pay all additional expenses as they arise. The LESSEE has the option of deferring all of the first year's rent and if the election is made to defer rental payments, the outstanding rental obligation will be added to the total budgeted cost to erect the building and the second year rent will be then determined by multiplying the new building cost number by .18. The monthly rent will be the total yearly rent divided by 12. See Addendum A for cost to turnkey and thus yearly rental rate. All rent payments are due on or before the first day of each month, without offset or deduction for any reason whatsoever by the LESSEE unless deferred. In the event of any late payment (within 10 days) of rent or returned rent check for insufficient funds, LESSEE shall tender to the LESSOR an administrative fee equal to $250.00 and for each such occurrence. 4.A OPTION RENT AND/OR TERMS: Rent rate to be determined. LESSEE shall have the option of extending the term 10 years. 5. SECURITY: Waived. 6. RENT ADJUSTMENT: LESSEE will reimburse LESSOR for any insurance the LESSOR purchases to maintain liability coverage on the building. The insurance reimbursement shall be reimbursed each year before the renewal rate for the next insurance cycle begins. 6. UTILITIES: The LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment within the premises as of the commencement date of this lease. In the event the LESSEE requires additional utilities or equipment, the installation and maintenance thereof shall be the LESSEE'S sole obligation, provided that such installation shall be subject to the LESSOR'S written consent, which shall not be umeasonably withheld conditioned or delayed. The LESSOR shall not be liable for any interruption of electricity, gas, water, telephone, sewage, heat or other utility supplied to the premises. 7. OTHER EXPENSES: any other cost attributable to the building other than items for which the LESSOR is responsible are to be the responsibility of LESSEE. 8. USE OF LEASED PREMISES: The LESSEE shall use the leased premises for a marijuana dispensary so long as the LESSEE maintains necessary licenses thereto. Lessor makes no representations as to permitting and/or final use of the premises other than that the premises are to be for legal purposes and compliant with all local and state ordinances and laws as enumerated herein. 9. COMPLIAINCE WITH LAWS: The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises or use made thereof which will be unlawful, or contrary to any municipal by- law or ordinance in force in the city or town in which the premises are situated. LESSOR warrants and represents that the permitted uses sets forth in Paragraph 8 of this lease are allowed by all applicable laws. Unlawful means that the LESSEE shall comply with all laws relative to the use but that said use may be proscribed under federal laws. 10. INSURANCE The LESSOR will maintain general liability insurance on the property for which LESSEE shall pay for as set forth in Paragraph 6 of this lease. The LESSEE shall not permit any use of the leased premises which will make violable any insurance on the property of which the leased premises are a part, or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association, or any similar body succeeding to its powers. The LESSEE shall on demand reimburse the LESSOR for any extra insurance premiums caused by the LESSEE'S use of the premises. However, Lessee shall also maintain at their expense (and produce to Lessor a copy of said policy) a liability policy in an amount equal to or exceeding ONE MILLION DOLLARS of general liability and Lessee shall hold Lessor harmless and indemnify Lessor for ALL causes of actions, injuries, claims, suits including reimbursement of reasonable attorney fees for the defense of suits and the declaration of suits to enforce this clause. 11. MAINTENANCE: A. LESSEES OBLIGATIONS: The LESSEE agrees to maintain the interior of the lease premises in good condition, damage by fire and other casualty only excepted, and whenever necessary, to replace plate glass and other glass therein, acknowledging that the leased premises are now in good order and the glass whole. The LESSEE shall not permit the leased premises to be overloaded, damaged, stripped or defaced, nor suffer any waster. The LESSEE shall keep the premises adequately heated for the protection of the plumbing therein. The LESSEE shall obtain the LESSOR'S consent before erecting any sign on the premises, which consent shall not be unreasonably withheld, conditioned or delayed. The LESSESE shall maintain and keep all such permitted signage in good condition and repair. The removal of snow and ice from the walkways and sidewalks adjacent to and bordering upon the leased premises shall be the LESSEE'S responsibility. B. LESSOR'S OBLIGATIONS: 4 The LESSOR agrees to maintain the structure of the building including the roof and the main utilities to the premises, of which the leased premises are a part in the same condition as it is at the commencement of the term or as it may be put in during the te1m of this lease, reasonable wear and tear, damage by fire and other casualty only excepted, unless such maintenance is required because of the LESSEE or those for whose conduct the LESSEE is legally responsible. 12. ALTERATIONS/ADDITIONS: The LESSEE shall not make structural alterations or additions to the leased remises, but may make non-structural alterations provided the LESSOR consents therein to writing, which consent shall not be unreasonably withheld or delayed. For all such LESSOR allowed alterations, LESSEE shall procure each license or permit required and perform such work in compliance with applicable local building and zoning regulations at LESSEE'S Expense, which work shall be in quality at least equal to the present construction. Any alterations or improvements made by the LESSEE shall become the property of the LESSOR at the termination of occupancy as provided herein, unless the LESSOR shall agree in writing at or prior to the installation of such alterations and improvements that such items shall remain the property of the LESEE. LESSEE shall not permit any mechanics' liens, or similar liens to remain upon the leased premises for labor and material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed at the direction of LESSEE. LESSEE shall promptly indemnify and defend LESSOR FROM and against any and all such lien to be released of record forthwith without cost to LESSORS. 13. ASSIGNMENT SUBLEASING: The LESSEE shall not assign or sublet the whole or any part of the lease premises without LESSOR'S prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding such consent, LESSEE shall remain liable to LESSOR for the timely payment of all rent, including rent adjustments in Paragraph 6 of this lease. No consent by the LESSOR to an assignment or sublease shall be deemed to constitute consent to any future assignment or sublease. 14. SUBORDINATION: 'i The lease shall be subjected and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or any time hereafter, a lien or liens on the property of which the leased premises are in part and the LESSEE shall, when requested, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this lease to said mortgages, deeds of trust, or other instrument in the nature of a mortgage provided the LESSOR shall provide a subordination non- disturbance and atonement agreement from all existing and future mortgagees recognizing the rights and obligations of the LESSEE hereunder. 15. LESSOR'S ACCESS: The LESSOR or the agent of the LESSOR may, at reasonable times, enter to view the leased premises and remove placards and signs not approved and affixed as herein provided on the building and made repairs and alterations as LESSOR should elect to do and may be shown the leased premises to others, and at any time within three (3) months before the expiration of the term, may affix to any suitable part of the leased premises a notice of letting or selling the leased premises or property of which the leased premises are apart and keep the same so affixed without hindrance or molestation. So long, as the affixation shall not hinder the reasonable operations of LESSEEE. The LESSEE shall pe1mit access to the space for reading of the utility meters. LESSOR may also access the premises without notice to LESSEE at any time in which exigent circumstances warrant immediate entry for inspection or repair. The parties agree that forty-eight ( 48) hours notice, verbal or written, is reasonable notice of the purpose of this lease. It is expressly understood that landlord cannot access areas in which marijuana is present. Any inspections must be made visually from enclosed areas or by registered Dispensaiy agent. 16. INDEMNIFICAITON AND LIABILITY: The LESSEE shall save the LESSOR harmless and indemnified from all direct injury, loss, claims or damage whatsoever to any person or property in or about the demised premises arising from any act, omission or negligence of the part of the LESSEE or its employees, officer, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers; or claims/damages occasioned by the use or escape of water or by the bursting of pipes, resulting from neglect in not removing snow and ice from the walkways or sidewalks adjacent to or bordering upon the premises, or by any nuisance made or suffered on the leased premises. Upon written notice form the LESSOR, the LESSEE shall immediately take over the LESSOR'S defense in any action related to such matters for which the LESSEE has agreed to indemnify the LESSOR. In the event that the LESSEE fails to so indemnify and defend the LESSOR. The LESSOR shall be entitled to recover its costs, including reasonable attorney's fees and insurance deductibles, for defending against such claims. 17. LESSEE'S LIABILITY: The LESSOR and its employees, manager, agents, contractors or assigns, shall not be liable for any damages to tbe person or property of the LESSEE or its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers, except where such damage is attributable to the gross negligence or the LESSOR in the performance or failure to perform any of the obligations of the LESSOR under this lease. In any event, the LESSOR shall not under any circumstances be liable to the LESSEE for any injury, loss, claim or damage resulting from the interruption of business due to fire, explosion, utility failure, dampness, flooding, Act of God, hidden defects on the premises or acts or omissions of persons occupying adjacent premises. 18. FIRE CASUALTY EMIMENT DOMAIN: Should a substantial portion of tbe leased premises or of the property of which they are a part, be substantially damaged by fire or other casualty or be taken by eminent domain, tbe LESSOR may elect to terminate this lease. When such fire, casualty, or taking renders the leased premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the LESSEE may elect to terminate this lease if: a) The LESSOR fails to give written notice within thirty (30) days of intention to restore leased premises, or; b) The LESSOR fails to restore the leased premises to a condition substantially suitable for their intended use within sixty ( 60) days of said fire, casualty or taking. The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which tbe LESSEE may have for damages or injury to the leased premises for any taking by eminent domain, except for damage to the LESSEE'S fixtures, property, equipment or business relocation expenses. 19. DEFAULT AND BANKRUPTCY: The LESSEE shall be considered in default under this lease as follows: a) The LESSEE'S failure to timely pay when due any installations of rent, including LESSEE'S pro rata rent adjustment under Paragraph 6 of this lease, or other sum herein specified; or, 7 b) The LESSEE shall default in the observance or performance of any thereof the LESSEE'S covenants, agreements, or obligations hereunder which shall not be cured within ten (10) days after written notice theretofore, or such longer period as in the LESSOR'S sole discretion may be reasonable necessary to cure such default, provided the LESSEE is diligently pursuing such cure, but in no event longer than thirty (30) days without the LESSOR'S written consent; or, c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE'S property for the benefit of creditors; or d) The dissolution of the LESSEE corporation, voluntarily or involuntarily. Upon the LESSEE'S default, the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. Upon the LESSEE'S default, the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. However, due to the sensitivity of the product being manufactured, should the landlord wish to take possession due to a default, landlord shall provide 90 days from the date an execution issues in a court to allow the premises to be vacated in broom-clean condition. The tenant shall present the landlord with a closure plan and the landlord shall not re- enter the premises until the 91 '' day after the right inures to the landlord or when the closure plan is duly approved by Mass DPH or when the premises is certified by a HAZ Mat company to being broom clean with all trace elements of marijuana removed. During the 90 day period after default notices were issued, the landlord and tenant shall jointly establish a current inventory of all plantings contained within the premises. The tenant shall have the right to continue the cultivation of all existing inventory and either sell it to registered patients or sell up to 30% to other RMD's or destroy all unused inventmy. The tenant may have an additional 30 days to execute upon the closure plan if needed to harvest and sell off the additional inventory. Upon the LESEE'S default, the LESSEE shall indemnify the LESSOR against all loss of rent, rent adjustments under Paragraph 6 of this lease and other payment which the LESSOR may incur by reason of such terminating during the residue of the term. The LESSEE shall also be liable for the LESSOR'S reasonable attorneys' fees incurred for any reason related to LESSEE'S default, including court costs and reasonable attorneys' fees for having to commence and prosecute eviction or other legal proceedings against the LESSEE, all reasonable expenses incurred by the LESSOR in attempting to re-let the premises or parts thereof (including advertisements, brokerage commissions costs of cleaning, repairing and preparing the premises for occupancy by a new tenant) and all of the LESSOR'S other reasonable expenditures necessitated by the terminating of this lease, including the costs of insuring the premises and storing LESSEE'S personal property. If the LESSEE shall default in the observance or performance of any conditions or covenants on LESSEE'S part to be observed or performed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy any expenditures or incur any obligations for the payment of money in connection therewith, including but not limited to, court costs and reasonable attorney's fees in instituting, prosecuting, or defending any action or proceedings, such sums paid or obligations insures, with interest at the rate of eighteen percent (18%) per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent. 20. NOTICE: Any notice from the LESSOR to the LESSEE relating to the lease premises or the occupancy thereof, shall be deemed duly serviced, if mailed certified mail, return receipt requested, to the leased premises, via facsimile/email to the LESSEE for which the LESSOR obtains a facsimile/email confirmation or served in hand upon any person in charge of the LESSEE at the premises. Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof, shall be mailed certified mail return receipt requested, to LESSOR at 26 Feeding Hills MA. 01030. To the LESSEE, notice is to be sent in name of LESSEE at 2172 S Trenton Way (7-308) Denver, CO. 80231 21. SURRENDER & HOLDING OVER: The LESSEE shall at the expiration or other termination of this lease remove all LESSEES'S goods and effects form the leased premises, (including without hereby limiting the generality of the foregoing all signs and lettering affixed or painted by the LESSEE, either inside or outside the leased premises.) LESSEE shall deliver to the LESSOR the leased premises and all keys, locks thereto, and other fixtures connected therewith, and all alterations and additions made to our upon the leased premises, in good condition, damage by fire or other casualty only excepted. In the event of the LESSEE'S failure to remove any of LESSEE'S property from the premises, LESSOR is hereby authorized (but not obligated) to remove and store any of the property at LESSEE'S expense. Should the landlord wish to proceed under this paragraph, landlord shall follow the procedures outlined in paragraph 19. C) In the event LESSEE remains in possession of the premises after the expiration of the term created hereunder and without the execution of a new lease, LESSEE, at the option of LESSOR, shall be deemed to be occupying the premises either as a Tenant at Sufferance of as a LESSEE from month to month, at a monthly rental equal to the sum of the monthly rent installment, plus 10% of base rent payable during the last month of the term and the LESSEE'S additional rent adjustment identified in Paragraph 6 of this lease. LESSEE shall not interpose any counterclaim(s) other than compulsory counterclaims, in summary proceedings or other action based n holdover. 22. BROKERAGE: NIA 23. CONDITION OF PREMISES: The LESSEE will take occupancy of the premises in "as is" condition with the exception of: Landlord: A) Landlord shall establish a punch list for all constrnction related items and shall cause said punch list to be reviewed by LESSEE and landlord shall constrnct, fix, reconstrnct, or repair when reasonably necessary, all items identified on the punch list. B) The tenant will identify all punch list items and after completion of same will be charged only for materials and not labor to complete the punch list. The costs will be added to the budget which is used as denominator in establishing rent amounts. 24. SIGNAGE: The Lessee shall be responsible for all signage including placement and compliance with all Town of Nantucket's ordinances. 25.ACCESS: Lessee will have access to their leased space 24 hours a day, every day. 26. HAZARDOUS SUBSTANCES: 10 LESSEE agrees not to dump, flush or in any way introduce any hazardous substances or any other toxic substances into the septic, sewage or other waste disposal system serving the premises, nor to generate, store or dispose of hazardous substance in or on the premises or dispose of hazardous substances from the premises to any other location without the prior written consent of the landlord and then only in compliance with the resource Conservation and Recovery Act of 1986, as amended, 4z U.S.C. 8901 et seq., and all other applicable laws, ordinances and regulations; to notify LESSOR of any incident which would require the filing of a notice under applicable federal, state or local law; not to store or dispose of hazardous substances on the premises without first submitting to LESSOR; a list of all such hazardous substances and all permits required therefore and thereafter providing to LESSOR on an annual basis LESSEE'S certification that all such permits have been renewed with copies of such renewed permits; and to comply with all provisions of the lease between LESSOR and LESSEE and with the orders and regulations of all governmental authorities with respect to zoning, building, fire, health and other codes. "Hazardous substances" as used in this paragraph shall name "hazardous substances" as defmed in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended, 42 U.S.C., Section 9601, in M.G.L., C. 21C and 21E, as amended, and in regulations adopted pursuant to said Act. LESSEE agrees to save, defend, hold harmless and indemnify LESSOR; with respect to the cost of all fines or penalties imposed by any governmental authority and the cost of any clean-up-activities that are necessary on the premises or the lot on which the premises are located (including attorney's fees) as a result of failure to comply with the provisions of this Paragraph 26. The foregoing indemnification shall be in addition to and shall not limit any other indemnifications contained in this lease and shall not reduce or limit LESSEE'S obligations under this paragraph 26. 27. PARKING: Unreserved. 11 28. RUBBISH REMOVAL: The LESSEE is responsible for their waste and rubbish removal and shall contract with a private waste disposal company for both trash and any grease and/or other food related waste. The LESSEE is responsible for all costs associated with the placement of a dumpster(s) on the premises (i.e., concrete pad if necessary) and must receive the LESSOR'S prior approval for the dumpster(s) location. 29. MISCELLANEOUS: No consent or waiver, express or implied, by the LESSOR to or of any breach in the performance by the LESSEE under this lease shall be construed as a consent or waiver to any other breach by the LLESSEE of the same or any other covenant or agreement. Failure on the part of the LESSOR to complain of any action or non-action on the part of the LESSEE or to declare the LESSEE in default, no matter how long such failure may continue, shall not be deemed to be a waiver by the LESSOR of any of its rights under this lease. If any provision of this lease shall be to any extent deemed invalid or unenforceable, the remaining provisions this lease shall not be affected thereby and shall remain valid and enforceable to the fullest extent permitted by law. The LESSEE acknowledges that other tenants of the LESSOR at the Premises are entitled to the quiet and peaceful enjoyment of their respective leased premises, and the LESSEE agrees that its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers shall not interfere or hinder the rights of other tenants to peacefully enjoy the premises. This lease shall constitute the only agreement between the parties relative to the demised premises and no oral statements and no p1ior written matter not specifically incorporated herein shall be of any force and effect. In entering into this lease, the LESSEE relies solely upon the representations and agreements contained herein. The LESSEE further acknowledges that it has been afforded the opportunity to have legal counsel of its own selection review this lease and approve the terms and conditions hereof. This lease shall not be modified except by a writing executed by both pa1ties. This lease shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, and any claim, action, suit or other proceeding initiated hereunder shall be brought in courts of competent jurisdiction located in Plymouth County, Massachusetts. 1 ?. The LESSEE acknowledges that the LESSOR shall designate an LLC as the Landlord and it is specifically understood and agreed that there shall be no personal liability on the pait of any manager, member, beneficiary, paitner, trustee or shareholder of the LESSOR arising out of any damages suffered by the LESSEE or its employees, officers, directors, agents subtenants, contractors, suppliers, licensees, invitees or customers; or for any breach of the lease by the LESSOR. The LESSEE and LESSOR acknowledge that the paity(ies) executing this lease have been duly authorized to act on behalf o the LESSEE and LESSOR respectively pursuant to a binding corporate vote, bylaw provision or management agreement. patties hereunto set their hands and seals this LESSOR: South Shore BioPharma, LLP By it's General Paitner Christopher Roos Date: Date: DISCLAIMER In the event of a breach of this contract, it is expressly understood that neither the RMD license nor any supplies, inventory, or equipment which may contain traces of marijuana may be seized, attached, or liened to secure payment of damages. EXHIBIT A ADDENDUM A The total budget presented for a tum-key facility is $299,000. The rent per month is calculated at .18 % of the total facility cost. The yearly base rent in year one as per the lease is $53,820 yearly or $4,485 monthly. 14 EXHIBITB RIDER A: CONTRACT CONTINGENCY ON FEES BEING COMMERCIALLY REASONABLE The undersigned parties execute this "Rider A", to ensure that all contracts are contingent upon a continuing declaration by the Massachusetts Department of Public Health, as the enforcement agent which ensures regulatmy compliance with the ACT FOR THE HUMANITARIAN MEDICAL USE OF MARimANA, chapter 369 of the Acts of2012, '1he Act", its applicable regulations-105 CMR 725.000, "MMJ regulations "and guidance compliance documents which set forth compliance guidance regarding contracts with third-parties being "commercially reasonable" that the contract is and remains commercially reasonable. A Registered Marijuana Dispensary, "RMD" which enters into contracts with third-parties must ensure that said contract provisions regarding fees to be paid to that counterparty, are "commercially reasonable" and must be able to void any contract which is not commercially reasonable or be in violation with regulatory provisions. The following contract contingency shall be affixed to each contract entered into by a licensed RMD and the third-party and be binding upon the contract parties thereto: 1. It is understood and agreed by the Parties that the contract with an RMD shall be in conformity with the Act, the DPH regulations and any compliance guidance issued by DPH, and the contract being contingent upon it being in confo1mity with law and regulations, becomes voidable if and when the parties can no longer perform upon it without offending a provision of the Act, the DPH regulations, or compliance guidance. Specifically, the undersigned agree that the third-party contract entered into shall be for compensation which is cotnmercially reasonable, as that term is interpreted by the Act, the DPH regulations, and compliance guidance inte1preting the term: that in the event it is alleged and proved by any public agency clothed with authority for enforcing the Act or DPH regulations, then at the option of the RMD, the contract may be voided; provided, however, that the following occur: a.) The third-party contractor shall have the right and opportunity to defend its position that its fee or price structure is conunercially reasonable given the risks inherent in the business type, and the RMD shall cooperate with the effort of its counterparty to defend its fee sttucture as being commercially reasonable prior to the RMD exercising this option to void the agree1nent; and b.) Provided that if it be necessaiy for the RMD to void the contract because a third-party contract is determined to not be commercially reasonable, the RMD must allow the third-party vendor to amend said contt·act into becoming co1nmercially reasonable; and c.) Provided that if it becomes necessa1y for the RMD to void a third-party contract, any funds lent to or invested directly into the RMD shall be returned, and all payments of interest on notes, ren~ or other payments then due and payable must be paid up to the formal date of termination as if valid. 2. Each of the undersigned hereby agree that the RMD which enters into a third-party contract will not seek to avoid the agreement solely to gain advantage or to re-price the contract entered into unless it can demonstrate that its decision to enter into said contract was coerced or the subject of bad-faith. Executed as a sealed instrument as of this __ day of2016. South Shore BioPharma: By: Mass Medi-Spa, Inc. By: 1. PA!ITlll.S AND lVIAILING ADD!IF;SS.ES 1, D.E.~Cll.IPT!ON (/11c1t1de 1/1111 /'Cft:..ftJ/tL'e) 3, llUILDil'IGS, llTR'UCT@llS, IM'.PROVEMEN1' s & ~lX'l"OJU:S (fill ht vr de/de) 4. TITLE DllllD * Jucf11rfe tu~rt! 6y ~piic:(tti: teferntct11>; 1111)' reslrletlo1ts1 1111sou11111fs, rl[:lt/s nltd obl/g11/lv11• bl pdrlJ' Walls 110( f11cltuft'd 111 (b), leases, mu11lcip11l ltt1d of/let l/qnN, offutl' e,,1munhf1111clf.~, 11ud 11iaku prd1·l~·lu11-lo pYQ(Bc( $JtlL/!:Jl ogalttsl JJUYER'S brencfl (Jf SEL1.ER1s· COVJ!lf<111/$ t'u tefJ:tl'.S, W/tetd ltdl!t!.SSll1'j' 6, JllWllITEJ!P.ll 'ITIL!t STANDARD FORM PURC!IASE AND SALE AGREEMENT This 4 day ofScptcanbcr, 2015 Dnle R, v~uueenU or 106 Oak Streef, D1•nfut1·ee, :ivl.4. 011S4 hctoinnfter coUed SELLER, agrees to SELL ntld Mass Medi-Spa Appllcatlon 1 of 2 ~ f\1"-SS i>te i -5'f"~ /.. v~ '2. PROM THE QFF[CE OF: Ohrenberger, De Lisi & Harrist L.L.P 28 New Ddfuvay Scituate, 1.-!.A. 02066 Tel. 181-545-0020 Fa.X 781-545-471;-l Soutfi $1.torellfo P:h~1·ma, Ll.l1, ~ DeJaWntt lJmiftd t.iah-Uffy Parlntrship1 or Hs ndminco, hetei.naftcr- cnlted fhe B\Jl"ER ORPORCHASEJ1, ngrf!e.'> fo BOY', lipo.n the ttlrntS hereinatlet' ~et forth, the following doscrl~ed premises: Two l;n1U w·!Lh buildlui,'11 lhtil'~lJl( (l(llHY) sltuntt:d i:u Nonvt!lf, '£.11y1.l!01\Ul CQUJ.1ty1 fv!u!l!:lacloJ~elW <hltf [ot:at\!d off Atcord Pruk 11rlve, Cor<l\VOllll!r Drivu ru.ul Southeast :Expressway au tt.PV!'MrlrtJ§ 1w Lol 9 ou a Plan entitled "Lot L_nyoot PJnn Definitivo subdlVi.siou -in NO:tWell, Ivioss, At Accord Pnrk Dri\'e11 (Poge 2 uf !>) <lnted Septe1nheJ.' 4, l 9R:i te-vise1l Ocf()ber 23, J 9fl1 by f .nrlng H. Jncob:-i Co.1 111\d t.¢cnrde\1 wtth tlte l?Jyi11t.11Jtlt Counly·R~gi:;!ry· ofDeeW:l as Pliut No. 1:3 o( 1986 ill.P11Ut.Book 'l6, Pago 1311 couiainiug lipptoxintntely 2.87 ;1.Cn!s acuordir1gto said plnn,. aud nlsu $Ii.Own as NonveH Af.!lesBor1a .P"l.ll'IJEd N'o. Jvlnp l 1D, 1'lock 17, Lot ~7. Being the somo premi<e.'l deeded to the SJ!LLlll! by Quitoforrn oc'd of <inry T. Chrisfppher, Trustee ot'Ftontland l.:fcuvtell Re:a1tv 'trust date.cl 1vlarch 14, .1.00S, recorded 'viti1 the. ;{Bid llegl.sfry of Deeds ntBook 30146, Pnge 203. · 1nciuded in the s11le ns a pmt of sold premfoen nre tlie buildiugs'1 sfrt.lc{Uri'!s, mid impNvama111s tlQYf ther~n, and the fixtiwes belonging to I.he S'RLJ .RR nurf U!\ed in con\\ectl61l thel'\'1\vllh S•ld pre mis"' are to be conveyed by u goo cl an<l sufllclenf qnltcfn!m de'd ntnnlllg lo ""'Jiilnlm, ot lo the nominee dcslgt1nlcd 1iy tho BUYER by Writtcfl nonce to tho SELLER nt Joast l•V<n (!')~day• befure the d0<d Is to be dellve1~d ao herelu J>rovl<led, and •aid deed ,Jinll couwy a good aud clear .ret'.ord untl nmtkelal.Jlt: litid lfieroto, Jiee froru encuwbruw.:es-1 except: (n-) P1"0Visions of e.xisliug b\lildir1g Wid zoning fnws; (b) ExlsUug rJghto aud obligalio11• iupnrty wall• wltlclJ ore no! th<'ubj«f ofwdltcu •gr<ell1en~ (c) S1Jch l<\xes for the the11 cnrrentyear as arc not dna mtd p:nynblt:! on lbe dale of U1e delivery of such deed: (d) A.ny liens Cot n:toilldpal buttenncutt asscssl!d a.f\e1• th~ dafe or cfosfug; (c) E'a~cntcn1s, tc!Jtrjpflons l\nd (!lffcrvntioJuJ Of cc:Gotd, lf any1 !JO long a~ the snrue do 11ot prohibit or n1aterlnHy lntert¢r.e \Yhh the cw-rent ll!ie of..~nirl i;reruise:;. •(J) 11' :iaitf deei.f n~rt:r.:: lo a p1au11ec~ss111y lo be t'ecortlt!d lhel'e:wllh. lht: SE!.J'..Elt slmll d~Hvu1· such plau with tlte deed m fo11Il adeqtlate fot recording-or regJsiration. rn addftioJt to the foregoing:, lf1he t{tle tn sa(rl (lten1lse.'1 lff i:e19s1~r~d, !laid 1fued .shul! u~ ill Jin'lll suffi1..:lt!nt to eutl!le the BUY.ER to a Certlflcale ufTltle ofYiild 1>r<mllS<;, "1!d the SJlLl'.JlR sunll doilvet with <nld deed nil iustnimenl:!i, if 1111y, th!CC~srtl}' to en.nhla. the-BUYER to Qbfnin such Certificnte-of Title. 1 7, PURCITASE l'RtCE 8, J:L'.lill FOR PllRFOI!M'AJllCE; DELIVllll'\' OF DEED 9, POSSESSlON' . .\ND CONDUIONOF PREMISE: (<rll•clut /Isl of ~<cepllu11s, !fa11y) to. 'Jt'.\':TEN$IONTO PE.IU'llCT 'll'l'Lll Oll.MAKE PliflllWTSES CONFORM (<11n11go pdr/od of tint<• (fd.,/red), 11, Ji'A1Ll/RE TO PERFECT TITLE Oll.MA!<:ll I'lt'El\11$);;S CO'.NFOR.l"\1, \1fC, 12, BIJYER'S EL.ECT!ON"l'O ACCEPT Tffl.1£ 13. ACCF.PTANC!t OF'J)l];El) Mass Medi-Spa Application 1 of 2 /?-•~~ o"t<5S Mee ,·-5J'v-L_ ·;,('.' '1- Thu ngreed purchase price !Or said premises le ONE :\iIILLION 1\VO HUNDRED FlF1'¥ THOUSA.i.~D DOLL.ills &NO CENTS ($1,250,000.00), ofwltlch $ 50,000.00 $ l ,200,000.00 $1,25(),000.00 have-been paid as ii deposit tJ1ls day; liltd ore to be pnid at tho lime Or' delivery or me ilt:"ed In cn1d11 or by eertitied, cashier'$, trells~.r'B bank dl' atfornay's lOLT.i-~ e!l.crow cbeck(s). TOTAL Subject to and fu. nccon:fMr.e-\v.ith Po.mgrpph ·16 of ruder .A nu.:u:.:hed li~reto1 such deed ls to hr. delivered a( 12;00 01clock noon at th.cl'1ymouth County Reghtl'Y' orDt'¢ds 111 Plymouth.. '.i\rJns:111cllnsctts, on th~ f'111·1i~'I;" to ocrur ufR1'H day of JANt1Alt.Y11016 o~ 31) d1tys ti•tun the date thnf the BtJY.Elt noflrtc:; the SELLER in w1:ifh1g f1~11l lt lu.1s l'eceivetl nll finnl pe1·mits 1111d app1'0V'ail"l fl'oJ:n theTovot ()f Nnl'lfl'.II artrl the Cutnmonn•ealtb ofl\'1Jl8Stt~bu1;etv; ill nr.Co1·d11nte w.ltli FnJ'ngraplJ 44 fu R.ide1· .A ath1clltd ber,to, unl~ss ofh.envJs~ agreed uport in: wtiling. Jt l:; ugrueU tlhlt time ls of the ~ffse11cl.! of thW a~ement. Eull poS'st11n1fott of S'afd p1·emis~s rr~u of 1111 tenants and occnpauts, bi to be deJlvered a1 the time of the delivery of thl! d!!ed, :mid premfae~ to ba then: (n) i11 tha .'Silll:1e c011ditiou a8 they uov1 ill'e, reasotll\l>le use uud \veat tl.rcreof excepted, Rtid (b) not lit vfofatfon nf snid huildi11g IUld 7.tlUill!:} laws, and (c) llt C"tln.tp"tlueewith. provisions or any iastru01cnt refern:d lo 1n cluu::iec 41.tel't:ol If the SE'LLUR shaU be unable to give title or fo make conveyant!c:, or lo dollvtir pus!l~~slo1t of llnt pre1nises, all aa het~iu stipulatedt or if at th0 Ulll'1 of the delivery of the d¢t::d !hf! prl:!mfaes do aot confo.rm w!th the ptovbiullil htteoi1 lht:n the SELLER shn.ll llS'e ren.stinable effotfs fu i·einove any tlcfecfo in till~. or lo deliver possessiol1 rt!I pt-ovided herein, dr to inak.c U1e !Jn.id prentiscs ~mtforo1 ks thll pi:d1•lsi()US hcruot~ ns llie case 1uay bt:,.111 wbieli event the tim~ .tbr perfonlmtl<l"D h!!reof sboll b"' extertdei:I for a J,Jeriod of thirty (30) ••lendar dttyn. Seller sbal[ not bo olJJlgut•d to ox pend illo<• tlum $5,ooo.Oo ill u•lJlg i-easollllble ctl'ort.< her~\lndill'IJ1(Chtsivc of monetary CIL<lUlllbt'ilUCes. 1£nt Um cxplrado11 of llu! cx.k11dt:d !hue fht: SELLER sb.nU hnve fulled so fo i:cmtlve any detects 1u tltie, deliver pmrness1ou Pl' 1nake lht6 prall11ses ~nfortll.i as U1e cnsa may be, al.I as herein ngreed, or iftll au,y· liille durillg tlld peiiod ot' lllls ngreernent or nny .:sxtoosio.n lhCr<!of, the holder of e IllOtfgnge on snid pre- mises 9.hall refuse fo Jjenllit the insUtall.(!0 1:ixo~ed1', lf uny~ to be \L'lt!d for such piuposes, then any pay- ments mnd¢11nr1~r thhJ agrt:e1nentshall h~ lhrthwilJJ ruf'u.tttltitl ;111tl all olhl!l' ob1ig_11do11s of the pa1·1ies hereto .shnU cuusc ruu.J th.ls aR1'eeu1eut sh~lf beV'old wlthout te.cout-se to the partfo:; hcr1Jfo. 'rhe BUi'mt sbnU Lave the election, at ~ith« the original or •uty ¢x/:endcd Um~ tbr perfo1umnce, to accept such Utt~ a.s thll SELLER can deliver fo tl1e said pren1tse~ fn thelr then coitditiou wd lu pay 11.tl!refore th\! purchase price' \V.itJ1011t deduction, iu wWch eugu thu SE:LLER shaU couvc9 ru~h tlt1~. except lhat In. Uic: event of such cortvoynnce ill accord with th~ provfoio116 of this clm1.se1 if tlte said ptllutl1:1cs shall have hee11 drunaged by fire or casualty insured against, lheti U1e SEILER shall, unless the SEr .. tER bns prev1ous1y restored the premises io 1heir foJ'tUeI' coudilion. eillter' (n) pny over <>r ossigu to the Btri~ on delivery of the d(fed, all ltl11ounta te<!overed or tial'.!O\'<:table Oil accollllt of' such i11st1rnnoc11&,1;1 ah)' EinlOtiofs rcm1ounbly e11:pended by U1e :.i~LLffit for any pnr!ial J.'~{dralio11, or (b) if 4holder of n mortgagu-011 so id p1·emises shall not penult the: insurance proceeds or u purl tllcreof to be used to l'e:Jtor4 the .:tnid pcom.ises to their forut<:r con.c11tlon or to be so paid ov~r ot all'.sfgnc:dt g;iitc to the n'Ui1ER. a credit agafust the purchas:a _pric'*, on dclivi!ry ()f t.h.c deed, equnl fb .satct nuwunts flo recovered or reccwerab{() nttdre1nili!!d Uy the holder of Ute said mortgage less ouy mtlounls reasonably expencted i>y lhe SRLLER fat any p11Ilia1 re'1ornlioll. The accepfal.lt:e of a deed by llie BUYER or his nomineo ns the i:ase 1.tiay be;~ sl1a11 bti tleemed to btt a _full perfo1-111ance and dlschi1r~ oteveiy ~~eiutt11t1t.1ul nhllgatfon berein contained or e.'\[lt'eg:sedJ. except ooch as are, by Ule f¢ni1!i hereof, to ba.petfo.m1ctl 1Llh!t Ifie ~d'smlitdimrtl. 2 14. USEOF MONl~Y'rO CLEAR 'lTXLJt 15, IH$U!<ANCE {f1/.1tU'/ flJHfJt/UI (JJ.rl addfilottal {yJUfll tJf f11st1rfluce 1111d a;uou1us ns agr.,rt) 16, AD.TCSTMll<'iTS (I/sf np<rnt/11g '-'1'"'""" If nn;1, 01 nltacli .~ch11d11l11) 17, AI!JUSTMEN'f o:rr UMASSJ.>:S.SJ5il AND AllATED TAXES 19. BROKER'SFEE 19, JlROJmR(S) WALUIAN'iY 2t), D:EPOSI'r 21. BUYJill.'S DEF'AllLT; llA:Vli\.GES 22. l!R OJG!R AS PARTY 23, LIABILITY OF TRUSTEll, SJiA,t{llll'.OLDER , .UENEFICXAR':i:') etc, 24, W ARRA.>'ITIES AND Ml'RESEN'tATlONS /f1tllllt!1 sf11tr. "11oue11; lfnuy listed, J11dlcata hy Wflt)Jll 11ncl1 wnrra11ty or Mass Medi-Spa Application 1 of 2 r. C!J><! /Vld-5'> (l1e J , -5' 'I''-"2-" ;r '- To enable the SEL.L.nn h> tl)nke cmlveym1ce as heroin provided, the SELLUR m.ay. at !he time of deli Vet)' of th£! def!d1 use the \)Utc.halie1noney or any portion thereof1o cle:nr the title of any <1r all eucu111lil'1\1lCt;.>S or iuteresro, provided that al1 lnJ;tri.1meats so procur~d arurecorded uinluita.ul!ouslywlth the delivery of ani<t deed or c'llafo01ary collvey:u1cing escrow-proc:cdute!I arc followdd for '3Ubscq,ucnt <leUvei:y of ~uch i.nstnti:ueuts. Unlit the dell'\lel;)' of the deed~ li\e SELLER shrill J.11:tintala irlstlratlcQ 011 s11id ptenllse9 n& follows; Typo ofluAttrm:lct: Ao1011nt of Covor11gc (•)Fite aud E'xteuded Covernge (b) $ _45 Currl!UU)' 'r1t.'i'll\-i:d .$ \Vafet' use cfult'gu:t n1'd la:tes for th!<\ titeu oorr~nt .[isoal year shaH be apjjorlion.ed a11d fuel value !lltfi.11 be adjusted, as of tho day of petformntlOC of this ogroc1ucnt, aud the net UIUOllllt lho~·eoi' shafl bo ridded to or deducted from, as lite case may be, !be pucc:hase pdce p1\ynble by the BlT'iER at the ti.n:le of delivery of the aeed, Trthe mn01I11t of said tnx .. i<ooii lla<tu.wnafftlh<liimeaflfl!o>lltfu!cy)OofJ!lmk!etl\llllhY)llkbUllJ=1111mifinlU1H ou llw bnut& 01· the tax~n ass~Bm·ftlrenratmdihgµli&Q.i_lyj!IU'f1\'MOO!nritnit,P'~mtHfl.tfJf,'il"1t©.1tiarslfffi\ ne\V lnx rn1e ond Vlllt1atlo11 c11u be ascetta!ned: <1nd1 lfthe tal{(;l!1,vhiol.t 111v to be npporllonc.d .shuU U1ere~ alter be reduced by abntCrttcnt, !be runount of such aba!ent~nt, lesa Ute reaso11nble co~t of obtnining the same, shall be 11p.porlk>J1E!tl between fl1e. pn1tid~1 provided that Ue1thel' [Hirt}" :JhaU be obligated to institute or pcosecute proceedings (or ll11 ubaleuieu( uu1ess Ji~reiu otherwise a@;reed. NIA. Seller and Buyer wnunnt Md rep«Sent tha1 no brok~r is iuvo!veU: ill Ull:-; frnu~1\l!ti01i. All deposits 11u1de J1ereu11.d~r sh11l1 be h~ld fn e:;cr<'I\'/ by O!IltTINDnR.dER1 DU IJS1 & HARRIS, L.L.P. na escrow ng:ent i.llbjeot lo lhe-tc111u; oltWs agr~eutnud sb1dl be duly accollllfud for af the tllte for petful'illrui~c of th.ls af,'l'~ement. Jo the-eveol of any dlsrtgn!~Ul(.Ult behvee11 the p<1rtles, th.e escrow agenl woy· relain a.11 deposits umdc Utldct lltis agreement pending f-nstruetiorur mutunily giveu by fhe SELLltR and the BUYER. See PntaSJ.':lphs 46 and 4-7 nfltfr1er ._1\ attadt~cl hereto. !ftho B\'.JYER shrul foil Id Mflll tho lf(JYBR'S agr .. menlll h•tolo. all depo.;ts...mlsloWuuder by Ille BUYER shall be retained by tl!o SELLER "' li~uidnkd fonago>, Olld this shall !Do tll1'o Soller'• •olo aud exclusive remedy at lnv.· a11d Jt1 equity. N/A. lf the SELLER (jr BUYER ext!culcg llUt1 agreement In 11 represenrativa or D.<luciary ~n11ncity, on1y tbe prlli~ipa1 or llie estAte represented sltoJl bi: bou1:1~ artd .nclU1ct !he SELLER or BUYER so exec11Un1L not nny sborcl1older or be11efici<llJ of auy lnr:=;~ s~1'1l be fH!-t~ottally llnbla far nny' obligaliot-i, e:{~l'.CSS' or llnplied, fterenn<f~r. The-BlJ?JlR '1Gk11owledges that the BUYER b;ts not been i.tttluenccd to-entei' iaftJ this lm-ni;aclion not has be retled upou any \l/arnintics or represeutaHons not st:t fortb or fnt\ol]>orat~dlli lhili al.!fCt'llltllif Ol' prev:iously mode in writing, except th4 following aclditionril Wttn'lllllies aud repr<!$enfalions, if any, lUade by eithl:lt thll $!!LLER ot the Ilto!ill: 3 repre,se11ta//011 wns /JUI if fl 1.5, FINANCJ:'(G CONTJNGEN'cY CLAt:SE (olllll /f11ol provl1/M for ht Offer Id P111cluise) 16. LEASES Al'ID TENANCY .. A.GREEJ11IE1VrS 11. PERSONAL PROP:ERTI( iH. AIJJJlTlOl'IA.4 DOCll:MEl'ITS 19. SELLER'S WA.RRANTIBS 30. ACCESS ill ordc:r to help :llnuncc lfle ncqui&iUou nnd cdllDfruotlon reuovatiom: of sold prenUses, the BUYER shAfl sack to obiain prlv1.He eq\Jlty nllc:n1chlg of up to s1.200,ooo.oo on 1cn11s 1ttld conditfoll!I 11cC"e1JtabJe to aVY.ER Ju.its sole dist!reliau, If despile I.he BUYEU.1$ dtlig.~ni i!t'tOrfa the f.llJYBR cttnnot be obl.illn $'.tld .fimds by the fnnuary 81 :!OtS clodng-date specified h!.-!-rehfi ll.i~Bt.1YER wny (1;?l'11th1:ife this qgteemeut Dy· wdtton ttotkt.i to lh~ sn.l'..L.tnt. prlot to the BXpirntion or such tiiµ11, where\1plln any pnymeuta run de uuder thlR agreement shrill be fbrth\vith refunded (subjl>'!cf to the terms: And i:ondition.'f .,ct forth in Pnru~ph 46 of !Udet A alioched ht!:n~hl) and nJ.1 other obligations of the pncties hereto .'ihttll cert..<;e anrl ~his Agrctlntc:nf slmH be vold w1Utout reco1.asc -to the pnrtles herQto. 1nteutloru1lly Omitted. !nfcntiod11lly onliH'.ed. Th• SELLER 'hill fu1tilsh to tile BUYER, upon U1e d•llva')' of lhe d<ad, (i) • noll·for•igu affidavit In eontpliMJ:O\vith lhQ nppficabh! provisiorut of the .Ocllcitltcductio.nA~t of 1934; (ii) nu Mfidnvit to any 1;01u13uny p.ruvidh1e Htli: l!il>Urauce k> the Bl'.1YFJl, \vhfoh nfffdavltshidl ~IA le that lhete fa TlO _penion to whom n debl is due for Jtthor perfonned Ql' nrnferfaJs furnished (o the premises iu councctfuu wllh the perfornlartc~ of nay wo.ck thereon, nud tha! .uo pnrtl~!:i other than those spei:ifii:d in :rnid n.f:fida.Qit ar" 1n occupllllcy ot' 11ny porlfon of the 1ne111iscisi :ind (iii) tn1ch uddltiottul affi<lnvlts i111d certificntes n:i lh!i! Btn'lm. or the Bl'.JYER 's ruorle,age lender tnay r.e11~0F1Ably req_11esl The SELLER Wi'lmtnts, reptesenls /Ufd 11grei:m as tbUO\VS~ (1) The S'El'..J..Elt lias .uotrec~i.ved Wlitten notice ot'nny pending coudenn1nUou, uxproptlli.lluu, l;!Jl\h\e11t do1nnin or 6iu1ilor {1ror.e:adingflffeclii19 nJI 01·auy Jh>rt1oll of U1e pre1nln~~ ltlld bns no knowledge that Mty sttd1 proceecHug.is cnntt!1Ilploted. (li) There nr~ no mnu.agemeuf~ servi~~ equipwca11 suµp1y, Jubar, 111ujo(e1111ucl! ut sh1Ufar g:greeweufs·with recpi:ct to or ttffectf.ug all Dl' :IJ\Y pardon of Ote p~ndst!S which shall b11 bindltlg: upon tfte BUYER !.11h:1eq11ent. to the delivery of tl16 deed. (iii) The SELLER hns paid dt will p£1Y h1 fulf prior to cfcJlvery ot the cfeed all oufsfatldillg bills al1If h1Vt1iCe$ foi' uUHty cfrnrges .. labor', good.a. tnntar:inJs, pr.ld servfoes of WIY khtd refatlng to rlt~ preulisa.s. (lv) There is no nction, suit)prot!ccdlng dr JnvesUgctl:1ot1 p~11dfug agnin!>t tl1e SE1,T,Elt wiU1 tcspect to lhls a~t1tne11f, fh~ frans11clfon~ ~ont~fllplnted befeby, all or any portlan ot'the pi:eulls!il;S or the ownership U1qreof, in nuy con1t or before 01· any fed~ra~ state, couuty Qf Arumicfpn.l deportrue.o~ co.111ll11ssfon, boardt bu1-e1111, or agency or other goveromcn.fnl instrumen1alily. (v) 'fhe SELLER bait not rec?eived wdlteu notlce ofnny outsfandJng vfofat:ion of any fe.deraJ, state, couuty tlr 01uulcipaJ In\Y11, ordilloaces, orders, l!odeu, rules, reg,u!nfion11, or requirements affectutg :di or any tJortion of tho prcmls:e5. (vi) Tho SELLlttt illrn 1101 recefved "'ritf~n nQtice of a)ly propdsed guvornmaufuf assessntent tor publl~ iut.ProvetuenW fo 01· for the beaeflt of the ptenllscs. SnbjlX!t to the rights of teuftnls, tlui SELLER sh!ill ntak<.\ th!) prenllse$ avnttab!e upon reason11b(e advru.rce nof1ol! nt any time prior fo deUvety of the deed by repre:tentatiYijS" and designeea (htcludlUIJ s.tuveyors, engineers,. architects, JnndsCa(le architects, conb'f!dOtS, s11bcc1l\fr~ctQf~, ;ippmise1~1 n11rl thd like) of the BUYER and ruty party propo•i•B to provlde ilnrulciog or ""Jslhig frl lho 1icrutlllh1g •U<l d.velop1~eut of the preJDkeS", in order fa fncllitole thoBUYER's purclmse of th~ prenUs~s. 4 ;11, l'IO'J'JCJlS Ni.A. Mass Medi-Spa Ji>,pplication 1 of 2 t fl105' fltr;d(S!Jt\' .,_ ., f . ,-. ) .... <-J.-r1 -1!/° 32, CONS'rn.lfCTTON This inslrument~ executed In tnu1tfpf<;11 Co\U~fel))nttfl. ti'I to l>6 Conafruc:d as t\ Maa~ac.hU!:CIW COJ){tact, hs lo fak~ o~ AGRBEi'illiN'f ;ltect ;w n sealed Jt1s1t~meot, ••1• fo1·1(J the entire cotltl'act i>"hvee11 the J>0tUei, fa bindb!g upon Md on1ws to tho. btlt1¢UI cJf t/tl} parlicl! bcti::!o ~ml !ltofr l'~:{_v~tiVI} helf$1 de\rti::ee~, e!<e¢P(o1t., ttd1'f\h\lstn1tors1 s11ecessota mld M>ign~ •lid lll•Y uc ciUJeelcd, n101Utfod 01· 11meude1l ooly by a wrltrun instr1nncnt ;x~cul<!d by fio1h tho SELLER and the l)UY!lfl. Tftwo ol' 1001·~ pe1·soas nro 1"1Uod lioroln nl BIJYERIMilobligilllon;hei~ua<l<·t afial I b~ Joint ill1d ~ve1·af, 'rhe IUlJ)tfOl"IS flfld \')fH'~bifl l t10fM l'itO ll~IJd Only 11$ 0 011\ttCI' oe C-Olb'l':lllCJU.:C '4lld lll'O llOf lo be co1d<101\ltl a part otlhls "il"'"~ont m· tu "" '""'" In dotem1i11l11g d1e iu(l)ut of tu> i"'dle< to Jt, 3J, ADlH'.l'lONAl. 'fhe fnlli11led riders, lfnny, o®ched (1ereto, 111•0 JttcotponttOd hcroh1 by1•efo!>lllco. PROVISIONS SEE fUDllll "A'1 AT'l'ACllED HF.nwro Al'/J) MADE A l'A.llT llllltWll, NO!ICU: lhfo Js n Iceni doou1ttonlt[1oto«loter, bfodillg obll~ntfons. If not tmdcr&li>o<I, oonsull.11~:1t1Qmvy. SWl'/ATlffiFS: BUYaR: Sl!Hl.RRIZ: 80UTH nf!mm mo P.IW!Mki\.lll1JI' s Mass Medi-Spa 1'PPlic::;ition 1 of 2 ti,,.! f11.y5 -Fw-d; -1'"-z >I' 2 RIDER A Rider to Purchase ond Sule Agreement dated September I 7 , 20 l 5 between Du!e R, ValicentL SELLE!{, and South Sbot\J Bio Pb11nn11, LLP, a Delaware Limited Liability Partnerolllp, BUYER, of premises knowu mid 11umbered as Lo1 9, Cordwnincr Ddve, Norwell, Plymoutl1 Co1mw, MA. 33. All notices requfred or pennitted to h" given: hereunder shall he in writlug and delivered by· iumd 01· mailed postage pl'epllid, by registered or certified moil, 1'etm11 receipt requested or, sent by facsimile transmission (with a con:fumatlon sheet obtained by die senrler), addressed to BOYER oc SELLER at !heir respectivo addresses set forth in Paragraph I of this Agreement. or in Ille ca.~e ut'either profy, to . sllch other oddress os shall be designated. by written notica giwn 10 ~1e other party· and copies lhernof shnU be mailed by fit~t-class mail, postage prepaid, or by facsimile or e-mail 1.-ausmission with confirmation of receipt: SELLER'S At(orn<ly: Frederick C. Ghllldomenico, Esq. Ginudomenido & Giandomenico 40 .!-'rout Street Walpole, MA 02081 Tel. (508) 668-0~78 Facsimile (508) 66g.7909 Emni!: fqg@/li•.l!i.4<>.lnV? •. 9om BUYER'S Attorney: Jeffrey A. De Lisi, Esq,. Ohrenberger, De Lisi & Hnrrfo, LLP 28 New Ddftwny Scituate, lv1A 02066 Tel. (781) 545-0020 Facsimile (781) 545-4712 1-:mail: j~_l\@.\lrlliJ~,gn.l.co1t\ Such no ti co shall bu deemed given when so delivered by hand 01; if lllldkt! when deposited with the Voited States Postal Se1vi~e or, if sent by fac~hnile or e"mnil n·ansmi$sfon, 11po11 receipt by the sender of stundard suc~essful deliveiy. '.l4. Any provision of thfa Agreement which is prohibited or tmenfoxceabl~ i.t1 any gover11l.ugjurisdiction shall, as ro sttcltjtlrisdicfion, be ret<mned aud constrned so that ft will be vu!id, legal and enforceable fo the OlllXimum extant pcrrllitted by law and ~hall not Juvalidiite the temaf11h1g ptovisioru; hereof oc affect the validity or enforceability of sllch provision in ally other jurisdiotJon. No provision of this Agreement shall he corurtrucd ngofust a pnrty hereto merely by vfrtue of such Party's having drafted the Jl\Ilgunge therefor. Mass Medi~Spa ~P.Plication 1 of 2 (}.yd f"l-f--/$ J'h-( . .f I ·-5p"-°Z l /-"2,. 35. In matters respecting the tiUe to fue pl'ellliijes, standards of tl1e REBA, The Real Estate Bar of MassnchusetW :11'.k!tt the M11s~ac1u111etts Conveynncern Association shall be determinative. 36. The SELLER and BUYERS agtee Iha( the deposit made under the Purchase aud llale Agreement is a reasonable i'orec~st of SELLER'S losses thM cot1ld result lf HUYBRS were to breach this PmchMe and Sale Agree1nent, including, without lirnitarion. nny losses which couW result ftom SELLER'S innbility to resell the preJllises for the some agreed price due to any number of any p1·osontly undetemlinable factors, whether or not any such losses are nctUally incum~d by· the SELLER. 37, The SELLER agrees to fmnish the B1JYER, at the time of the delivery of the deed, executed affidavits and inde1nniJkatloM tegatcling mechanics' nnd lllatcrinlJlicn's lieus, parties in possession and waterfalH sufficient to eHminnto n11y title irts1irancc exceptions for these Itlntters and to execute and cleliver, nt such time, nny nffichtvilll and c21tificates cnstomruily and reas<l!lllbly required by the col!Veyatlcing attorney in connection with transactions ofthi11 type. 38. With regard to this Agreement, aur1 :my exteuslou lo the Agreement or <lDY' contingencies included in the Agrc~rueu(, facsimile or efocU:ouic signatures shall )ll!ve U1e mune el'!ect as migiual signatures. :l9. SE1LER hereby wrnnmts and represents that (i) SELLER is not a "foreign person", as defined by the futewnl R;>venue Code C'ill.C'?, Section 1445, end (ii) SELLER shall execute 11nd deliver lo BOY'fiR at closing an afildnvic or certi:tlcnte in compliance with IRC Section 1445 (b) (1) 11Ud the npplfonbfo regulatiollS thereunder, 40. Notwithstnnding th.e provisions of Paragraph 8. hereof, the plllce for llill delivery oft11a SELLER'S deed mny be designated Jn a written notice from the BDYER l<l the SELLER given at least seven (7) days before the data specified in Paragrn}ih g as the office of the BUYER'S conveynudug attomey. 41. BUYER and SELLER further agree to ait1hodze tbe.ir respective Attoweys, and by executing this Agreement, do so authorize their Attollleys, to execute, on hill or lier behalf, nuy and all eidensions in conuectlon with this Putobose ond Snfo Agree1neut, including, but l1otlinrited to, exte11~ioo• fot• completion of nuy and all lns.pec!i.ous and/or extewions for the date of closing or due diligence periods. SELLER fmther authorizes BUYER, BUYER's ATTORNEY, and/or the BUYER'S lender's Attorney to obtain information ou SELLER'S Illortgage, if nny, including pnyoff:tlgures, ftom SELLER'S mortgage lemling ilmlitulto11. 42. Any and all prior memoranda, eniail, correspondence, and agl'eerllenls between the parties herem. -illmllJw stlJll>m•mil<rlam:lslID•1l! uluw~nnordinlllilm1'tdi\ii:ee-tl ~ftect. Mass Medi-Spa Application 1 of 2 C.,,..f v"-<;15 ~ ·, ·-Sf~ '-" I-Z- 43. SELLER.represauts and covenants to BUYER tlie following: (u) SELLER bus the legal right, power and authority td entl'!' into thfa Agrnement and to pe1fo1m all of lts obligations hereunder; (b) SEU .. ER Jms not commenced nor hns SHI .LUR received notice Of the cotlnllencement of nny proceeding which would affect the present zoning classi.lfo1lfon of The property. SEUER will not initiate any such proceeding anrl wHI promptly notify BOYER if SELLER receives notice of any s1tch proceeding colllllleaccd by tl1fr<I pa11les; nud 44. BVYJ.iR'S obligation to perfoi.111 hereunder is subject t<11wu conth1ge11t upon lhe BUYER satisfying !lm following requfrements, for which the BUYER agrees to use prompt and diligent effor1s: (a) Obtain nil necessary pennits and approwtls from the 'l'ow11 of Norwell., County of Plymouth, MA, the Commonwealth of Massachusetts, and/01' Federal onthorities, liceusorn, divisions, depru1mcnts, anrllm· entities to opemte a Registered Madjua1111 Dispensary <lll the premises on or bofore on or before tl1e date of delivery of the deed specified Ju Paragraph S herein, and 11$ extended purnuaut to tl1e tenru of Parngrnpli •16, including but not limited to perntits and approvals from the Norwell Zoning Board of Appeafa (use), No.rwell Pla1111in~ Board (site plan), Norwell BQard of Henlth (approval of a 'l'itl.e 5 .~eptlc system design), Norwell Conservation Co!lllllission (01·dcr of Condltio11a), Massachnseus Depalitnent of l'nblic Ftenllh (RMD liccnso). 45. SELLER acknowledged that it has recently obtained an inspection nnd report pm~uant to Massachusetts General Laws, Ch'!Pfer 21E , ttnd ag>'ees to share said report with the BUYER. Nolwilbslrulding, no later !ban twenty,one dny$ following the date of execution of this Agreement, the Bl.JYER may lllnke or cm me to be made all inspec.ti.'11IB ir;irJ1 'flllwse.1 ",.,,.~l •ppnrldt,.J~•"'"'~daul11ta11mirul if there 1'1'10 au!ffll:nmrrlln11,W11Jait<l!IJ!jillha:aruldo11'1i\1h~:llm!ltb~~tlllruil.i.nr•frffillni:li iu ~ CGil!l111ruU I.JiJ3'111~, CUlhJlp!er 21Jlf(, irins11ialdpl'l~· illitlt las recomDWidlml Icy tlire BillilH!ill£ emrniimnnmlllhl cmm.wn.h# tlihtlt aa "Plib.Me n" • envfronmentnl report and soil testing should be pertbrmed, the BUYER shall nolify the SELLER ond the SEILER shall pennit sttch testing an is reasonably necessruy 10 conduct a "Phase 2" environmental tesL Tu the event that BUYER detennine.• !bat any hazardous wuslds or hazardous su!Jstnncas are. present iu or ou snirl 11remises, and so notiil~s th~ .SELLER no later than llinefy days from th<! date of execution of this Agreeruenf, all payments wmfo hereunder by the BUYER (subject to paragraph 3 Mass Medi~Spa'Jpplication 1 of 2 lL•'\i ""·•> Mc-' -51"-? •.f (. 46 berelu) •hall be forthwith rnf\mded and all other obligations of the parties hereto sh~ll cease imd this Agreement shall be void at1d witho11t recourse of the partie~ hereto. 46. The Seller nnd :Buyer each acknowledge and agree that the contingencie~ set forth in this Agreement, in pro.tlcnlar but not limited to, the .tlnnncing contingency set forth in Puragraph 25 of thfa AgrneJ11enf, and the peoninlng/approvals 4011tingenay set 101th in Pru:agraph 44 of this Agreement. will truce a snbstnntilll effort and time to achieve. Accordingly, notwithstanding any provision o!' U1is Ag1wmeut to the contrary, the pnrtles hereto agre•J as follo;w: a. At the time of execution of this Agreement, $5,000.00 of the deposit specitled in Paragraph 7 shall be teleased by the Escrow Ageut to the Seller nnd be r10.nrefund11ble. b. If tlifa transnctfou has not closed, or if tlle Agreement hns not been tel'minated, then 011 tl1e JS"' day of October, Novwnber, and December, respectively, $5,000.00 on each sllch day sfutll be t\llcased by the Escrow Agent to the Seller frollL the depusitspecified in Pamgrnph 7 will be nottreftmdable. c. ff this transaction has not clos~d. or if ilie Agreemenf. lms 1101 been lelllliilale<I. tl1et1 on Jnnuaty 8, 2016, the Escrow Agent, upon tlte option and direction of tire Buyer, shall release tl1e iemninlng $30,000.00 of the said deposit to the Seller, nt whlch time the date of delivery of the deed shall automatically be exfeuded to Febniaiy 8, 2016. Said payment shall be nonteftmdable. d. The Buyer may exercise an option to exteud the closing date from Febniary 8, 2016 11ntil Match 3tl. 2016 by cmming the Seller to receive $10,000.00 no later lhan Fcb1tuuy 8.1016. Paytnent of such a1nount as aforesaid from Bnyer to Seller shall automoticaliy extend rhe closing date to March 30, 2016. d. The Buyc't may exercise and option to extend the closing date from Mru:ch 30, 2016 until April S, ~016 by cuusiug Ute seller to receive $10,000.00 no later than March 30, 2016. Payment of suc11 w1ou11t as aforesaid from Buyer to Seller shall nutomalkally extend the closing dale Lo April 8, 2016. e, The Buyer n:llly e:{erdse an optiou to extend the closing date from April 8, 2016 until Jm1e B, 2016 by causing tho Seller to receive $15.000.00 no later than Aptil 8. 2016_ Payment of such amonnl as afore.,nid from flnyer to 8eller shall automatically extend the closing date to J1me 8, 2016. f. P:tyments mnde puinnant to(•~ (b), and (c) of thlli Paragraph46 sball reduce the amrnmt of tl1e deposit being held, and shall not bu in addition to the pnrclrnse pric~ set forth in Paragraph 1 hereof: g, One-half of the payment made p11rsunut to (d) of this l'ru:agraph 46 shall be applied to reduce the purchHse inice by l!llch mnoimt. h. One-l!all' of U1e 1myrueut mude pm11Unnt to (d) of this Paragraph 46, and oJ1 o:f the paynicnt mnde pursum1t lo (e) of this'Par•gi:uph 46, shall be in addition to, and shall not be applied to reduce, the purellase pl'ice. 47, 1u the event of any dispute relative to the deposit monies held in escrow, the Esc1:ow Agent may, iu its sole discretion. pay said deposit monies into the Clerk Mass Medi-Spa Application 1 of 2 1>-tM> r~J,-s,,_ 2-1 F 2- of Court of propel' jmisdiction in an Action ofJntcqileacfor, providing each party with notice thereof at the addre.1s recited hllrein, and thoro11po11 the f\scrow Agent shall be discl1arged J\·om its obligations as recited therein, !llld each party lo tWs Agreement. 8hall !hereafter hold the Escrow Agent harmless in such capacity. Both pa dies hereto agree that the Es Grow A gen! may deduct the cost of briogiug such JnMqileader acti011 (including rMsonuble Attomey's fo~s) from the deposit monies helct In escrow prior to the fol.Warding of same to the Cletk of such Court Tho B'UYKR agrees that, in the event Uta! a dispute adses regiu·diug this Purchase and Sale Agreeruent lllld/Ol' any nctfoM by th~ Escrow Agent, Ohrenbetger Associates may continue to represent the SELLER hl connection with said dispute a11d the ilDYER hereby waives its rights to o~jccf to snid repreHentnlfoll. 48. 1Jpon execution of this Agreement, the Seller shull provide the :auycr with copies of all documents. testing, pe11nits, applfontions, licenses. and plans relating the Premises $0 as to facilitate the Buyer in obtaiuiog all necesmuy permilll contemplutetf in Paragraph 44(a) herein. Additionally, iu the event that this Agreement fa tenllioated thou the Buyer hereby ngrees lo Qij~ign uml provide the Seller with all non-p1ivileged docnmenfg, testing, pen.uits, npplicatfons, licenses and plans whlch the Buyer Jum generated or obtained following the date of execntlon of tUfu Agreement relating to the Prcmisds. 49. The Fanies agree that the terom und conditions of this Agreement shnll he ct)llfidenlial and each pa11J agrees that it shall Mt share such information with tliird parties or indivldn~l•. 50. The Seller shall provide Buyer with reaaonable cooperation, including bu! nol limited to authorizations to file for permits and approvals and assfslauce during sttch processes, as reasonably requested by Buyer. SL SELLER(•) reseives the right to trent thfa sale as an exchange nuder l:foclion t031 of the Intetnol Revenue Code in which case RlJYilR agrees to coopet<1te, so long as that in providing such coopemtion the BUYER docs not incur any additional costs or e1<"pense.~. unleBs the SELLER shall reimbmsa the ·aUYER for any sucl1 cost~ or expeust!:l. 5 1-lt.JYRR: SOOTII SHORB nro l:'HAR}>L<\, LLP J1y:~~,~~ Ch1'1.1ioJlho1' Roos, Managing Partiic1· Duly Authol'fzcd 6 SliLl.ER: DALE R. VAUCENTI ~ f'l-4..?s lh.~l ; -Spv 2-al-l.. Mass Medi~Spa Application 1 of 2 ! 9-1/--is" <§i> STANDARD FORM COMMERCIAL LEASE By and Between 1. PARTIES: SOUTH SHORE BIOPHARMA LLP LESSOR And MASS MEDI-SPA, INC. LESSEE South Shore BioPharma LLP, hereinafter "SSBP", as LESSOR, which expression shall include heirs, successors and assigns where the context so admits, does hereby lease to Mass Medi-Spa, Inc., hereinafter "MMS", or their designee or entities, LESSEE, which expression shall include successors, executors, administrators and assigns where the context so admits. The LESSEE hereby leases the following described premises: 2. PREMISES: This single purpose building includes the land area and building of approximately 40,600 +!-square foot light industrial/ commercial space located at lot 9, Cotwainer Drive, in Norwell, Massachusetts, "Premises". All plans specifications, building permits and other plans which comprise "building plans are to be incorporated in this section as if set forth herein and LESSOR shall deliver to LESSEE a building substantially completed as planned. 3. TERM: Commencing October I, 2016, or five days after the building receives an occupancy certificate if the building cannot be delivered by the I st of October and for a te1m of Twenty (20) years through September 30, 2036. 3A. OCCUPANCY/LESSOR TO ACCOMMODATE EARLY ENNTRY: The LESSEE will be allowed access during times when construction is not yet completed assuming construction management can accommodate entry and inspection; 4. RENT: The LESSEE shall pay to the LESSOR rent at the rate of: Years 1-20, the rental rate will be calculated to be the total of all costs to erect the turn- key building as set forth in the agreed budget which shall include costs of land, hard construction costs, contingencies used, and all soft costs, then multiplied by .18, the yearly rate at which rent will be paid. The monthly rent shall be the yearly rent divided by 12. In addition to rent, the LESSEE pay rent NNN +Utilities; Beginning in year 11, the rent escalation clause will be in place. Each year after year 10, rent will increase a total of 2%. The LESSEE acknowledges that this is a "triple net" lease pursuant to the above "NNN" designation and further that the LESSEE is responsible for the payment of any additional rent as defined in Paragraph 6 of this lease if applicable. Lessee will be provided an estimate of what the expected charges for taxes, water, sewer and insurance will be, and unless otherwise agreed, will pay all additional expenses as they arise. The LESSEE has the option of deferring all of the first year's rent and ifthe election is made to defer rental payments, the outstanding rental obligation will be added to the total budgeted cost to erect the building and the second year rent will be then determined by multiplying the new building cost number by .18. The monthly rent will be the total yearly rent divided by 12. See Addendum A for cost to turnkey and thus yearly rental rate. All rent payments are due on or before the first day of each month, without offset or deduction for any reason whatsoever by the LESSEE unless deferred. In the event of any late payment (within 10 days) of rent or returned rent check for insufficient funds, LESSEE shall tender to the LESSOR an administrative fee equal to $250.00 and for each such occurrence. 4.A OPTION RENT AND/OR TERMS: Rent rate to be determined. LESSEE shall have the option of extending the term 10 years. 5. SECURITY: Waived. 6. RENT ADJUSTMENT: LESSEE will reimburse LESSOR for any insurance the LESSOR purchases to maintain liability coverage on the building. The insurance reimbursement shall be reimbursed each year before the renewal rate for the next insurance cycle begins. 6. UTILITIES: The LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment within the premises as of the commencement date of this lease. In the event the LESSEE requires additional utilities or equipment, the installation and maintenance thereof shall be the LESSEE'S sole obligation, provided that such installation shall be subject to the LESSOR'S written consent, which shall not be unreasonably withheld conditioned or delayed. The LESSOR shall not be liable for any interruption of electricity, gas, water, telephone, sewage, heat or other utility supplied to the premises. 7. OTHER EXPENSES: any other cost attributable to the building other than items for which the LESSOR is responsible are to be the responsibility of LESSEE . 8. USE OF LEASED PREMISES: The LESSEE shall use the leased premises for a marijuana dispensary so long as the LESSEE maintains necessary licenses thereto. Lessor makes no representations as to permitting and/or final use of the premises other than that the premises are to be for legal purposes and compliant with all local and state ordinances and laws as enumerated herein. 9. COMPLIAINCE WITH LAWS: The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises or use made thereof which will be unlawful, or contrary to any municipal by- law or ordinance in force in the city or town in which the premises are situated. LESSOR warrants and represents that the pe1mitted uses sets forth in Paragraph 8 of this lease are allowed by all applicable laws. Unlawful means that the LESSEE shall comply with all laws relative to the use but that said use may be proscribed under federal laws. 10. INSURANCE The LESSOR will maintain general liability insurance on the property for which LESSEE shall pay for as set forth in Paragraph 6 of this lease. The LESSEE shall not permit any use of the leased premises which will make violable any insurance on the property of which the leased premises are a part, or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association, or any similar body succeeding to its powers. The LESSEE shall on demand reimburse the LESSOR for any extra insurance premiums caused by the LESSEE'S use of the premises. However, Lessee shall also maintain at their expense (and produce to Lessor a copy of said policy) a liability policy in an amount equal to or exceeding ONE MILLION DOLLARS of general liability and Lessee shall hold Lessor harmless and indemnify Lessor for ALL causes of actions, injuries, claims, suits including reimbursement of reasonable attorney fees for the defense of suits and the declaration of suits to enforce this clause. 11. MAINTENANCE: A. LESSEES OBLIGATIONS: The LESSEE agrees to maintain the interior of the lease premises in good condition, damage by fire and other casualty only excepted, and whenever necessary, to replace plate glass and other glass therein, acknowledging that the leased premises are now in good order and the glass whole. The LESSEE shall not permit the leased premises to be overloaded, damaged, stripped or defaced, nor suffer any waster. The LESSEE shall keep the premises adequately heated for the protection of the plumbing therein. The LESSEE shall obtain the LESSOR'S consent before erecting any sign on the premises, which consent shall not be unreasonably withheld, conditioned or delayed. The LESSESE shall maintain and keep all such permitted signage in good condition and repair. The removal of snow and ice from the walkways and sidewalks adjacent to and bordering upon the leased premises shall be the LESSEE'S responsibility. B. LESSOR'S OBLIGATIONS: 4 The LESSOR agrees to maintain the structure of the building including the roof and the main utilities to the premises, of which the leased premises are a part in the same condition as it is at the commencement of the term or as it may be put in during the term of this lease, reasonable wear and tear, damage by fire and other casualty only excepted, unless such maintenance is required because of the LESSEE or those for whose conduct the LESSEE is legally responsible. 12. ALTERATIONS/ADDITIONS: The LESSEE shall not make structural alterations or additions to the leased remises, but may make non-structural alterations provided the LESSOR consents therein to writing, which consent shall not be unreasonably withheld or delayed. For all such LESSOR allowed alterations, LESSEE shall procure each license or permit required and perform such work in compliance with applicable local building and zoning regulations at LESSEE'S Expense, which work shall be in quality at least equal to the present constmction. Any alterations or improvements made by the LESSEE shall become the property of the LESSOR at the termination of occupancy as provided herein, unless the LESSOR shall agree in writing at or prior to the installation of such alterations and improvements that such items shall remain the property of the LESEE. LESSEE shall not permit any mechanics' liens, or similar liens to remain upon the leased premises for labor and material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed at the direction of LESSEE. LESSEE shall promptly indemnify and defend LESSOR FROM and against any and all such lien to be released of record forthwith without cost to LESSORS. 13. ASSIGNMENT SUBLEASING: The LESSEE shall not assign or sublet the whole or any part of the lease premises without LESSOR'S prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding such consent, LESSEE shall remain liable to LESSOR for the timely payment of all rent, including rent adjustments in Paragraph 6 of this lease. No consent by the LESSOR to an assignment or sublease shall be deemed to constitute consent to any future assignment or sublease. 14. SUBORDINATION: The lease shall be subjected and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or any time hereafter, a lien or liens on the property of which the leased premises are in part and the LESSEE shall, when requested, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this lease to said mortgages, deeds of trust, or other instrument in the nature of a mortgage provided the LESSOR shall provide a subordination non- disturbance and atonement agreement from all existing and future mortgagees recognizing the rights and obligations of the LESSEE hereunder. 15. LESSOR'S ACCESS: The LESSOR or the agent of the LESSOR may, at reasonable times, enter to view the leased premises and remove placards and signs not approved and affixed as herein provided on the building and made repairs and alterations as LESSOR should elect to do and may be shown the leased premises to others, and at any time within three (3) months before the expiration of the term, may affix to any suitable part of the leased premises a notice of letting or selling the leased premises or property of which the leased premises are apart and keep the same so affixed without hindrance or molestation. So long, as the affixation shall not hinder the reasonable operations of LESSEEE. The LESSEE shall permit access to the space for reading of the utility meters. LESSOR may also access the premises without notice to LESSEE at any time in which exigent circumstances warrant immediate entry for inspection or repair. The patties agree that forty-eight ( 48) hours notice, verbal or written, is reasonable notice of the purpose of this lease. It is expressly understood that landlord cannot access areas in which marijuana is present. Any inspections must be made visually from enclosed areas or by registered Dispensary agent. 16. INDEMNIFICAITON AND LIABILITY: The LESSEE shall save the LESSOR harmless and indemnified from all direct injury, loss, claims or damage whatsoever to any person or property in or about the demised premises arising from any act, omission or negligence of the part of the LESSEE or its employees, officer, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers; or claims/damages occasioned by the use or escape of water or by the bursting of pipes, resulting from neglect in not removing snow and ice from the walkways or sidewalks adjacent to or bordering upon the premises, or by any nuisance made or suffered on the leased premises. Upon written notice form the LESSOR, the LESSEE shall immediately take over the LESSOR'S defense in any action related to such matters for which the LESSEE has agreed to indemnify the LESSOR. In the event that the LESSEE fails to so indemnify and defend the LESSOR. The LESSOR shall be entitled to recover its costs, including reasonable attorney's fees and insurance deductibles, for defending against such claims. 17. LESSEE'S LIABILITY: The LESSOR and its employees, manager, agents, contractors or assigns, shall not be liable for any damages to the person or property of the LESSEE or its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers, except where such damage is attributable to the gross negligence or the LESSOR in the performance or failure to perform any of the obligations of the LESSOR under this lease. In any event, the LESSOR shall not under any circumstances be liable to the LESSEE for any injury, loss, claim or damage resulting from the interruption of business due to fire, explosion, utility failure, dampness, flooding, Act of God, hidden defects on the premises or acts or omissions of persons occupying adjacent premises. 18. FIRE CASUALTY EMIMENT DOMAIN: Should a substantial portion of the leased premises or of the property of which they are a part, be substantially damaged by fire or other casualty or be taken by eminent domain, the LESSOR may elect to terminate this lease. When such fire, casualty, or taking renders the leased premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the LESSEE may elect to terminate this lease if: a) The LESSOR fails to give written notice within thirty (30) days of intention to restore leased premises, or; b) The LESSOR fails to restore the leased premises to a condition substantially suitable for their intended use within sixty (60) days of said fire, casualty or taking. The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the LESSEE may have for damages or injury to the leased premises for any taking by eminent domain, except for damage to the LESSEE'S fixtures, property, equipment or business relocation expenses. 19. DEFAULT AND BANKRUPTCY: The LESSEE shall be considered in default under this lease as follows: a) The LESSEE'S failure to timely pay when due any installations of rent, including LESSEE'S pro rata rent adjustment under Paragraph 6 of this lease, or other sum herein specified; or, 7 b) The LESSEE shall default in the observance or performance of any thereof the LESSEE'S covenants, agreements, or obligations hereunder which shall not be cured within ten (I 0) days after written notice theretofore, or such longer period as in the LESSOR'S sole discretion may be reasonable necessary to cure such default, provided the LESSEE is diligently pursuing such cure, but in no event longer than thirty (30) days without the LESSOR'S written consent; or, c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE'S property for the benefit of creditors; or d) The dissolution of the LESSEE corporation, voluntarily or involuntarily. Upon the LESSEE'S default, the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. However, due to the sensitivity of the product being manufactured, should the landlord wish to take possession due to a default, landlord shall provide 90 days from the date an execution issues in a court to allow the premises to be vacated in broom-clean condition. The tenant shall present the landlord with a closure plan and the landlord shall not re- enter the premises until the 91 '' day after the right inures to the landlord or when the closure plan is duly approved by Mass DPH or when the premises is certified by a HAZ Mat company to being broom clean with all trace elements of marijuana removed. During the 90 day period after default notices were issued, the landlord and tenant shall jointly establish a current inventory of all plantings contained within the premises. The tenant shall have the right to continue the cultivation of all existing inventory and either sell it to registered patients or sell up to 30% to other RMD's or destroy all unused inventory. The tenant may have an additional 30 days to execute upon the closure plan if needed to harvest and sell off the additional inventory. Upon the LESEE'S default, the LESSEE shall indemnify the LESSOR against all loss of rent, rent adjustments under Paragraph 6 of this lease and other payment which the LESSOR may incur by reason of such terminating during the residue of the term. The LESSEE shall also be liable for the LESSOR'S reasonable attorneys' fees incurred for any reason related to LESSEE'S default, including court costs and reasonable attorneys' fees for having to commence and prosecute eviction or other legal proceedings against the LESSEE, all reasonable expenses incurred by the LESSOR in attempting to re-let the premises or parts thereof (including advertisements, brokerage commissions costs of cleaning, repairing and preparing the premises for occupancy by a new tenant) and all of the LESSOR'S other reasonable expenditures necessitated by the terminating of this lease, including the costs of insuring the premises and storing LESSEE'S personal property. If the LESSEE shall default in the observance or performance of any conditions or covenants on LESSEE'S part to be observed or performed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy any expenditures or incur any obligations for the payment of money in connection therewith, including but not limited to, court costs and reasonable attorney's fees in instituting, prosecuting, or defending any action or proceedings, such sums paid or obligations insures, with interest at the rate of eighteen percent (18%) per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent. 20.NOTICE: Any notice from the LESSOR to the LESSEE relating to the lease premises or the occupancy thereof, shall be deemed duly serviced, if mailed certified mail, return receipt requested, to the leased premises, via facsimile/email to the LESSEE for which the LESSOR obtains a facsimile/email confirmation or served in hand upon any person in charge of the LESSEE at the premises. Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof, shall be mailed certified mail return receipt requested, to LESSOR at 26 Feeding Hills MA. 01030. To the LESSEE, notice is to be sent in name of LESSEE at 2172 S Trenton Way (7-308) Denver, CO. 80231 21. SURRENDER & HOLDING OVER: The LESSEE shall at the expiration or other termination of this lease remove all LESSEES'S goods and effects form the leased premises, (including without hereby limiting the generality of the foregoing all signs and lettering affixed or painted by the LESSEE, either inside or outside the leased premises.) LESSEE shall deliver to the LESSOR the leased premises and all keys, locks thereto, and other fixtures connected therewith, and all alterations and additions made to our upon the leased premises, in good condition, damage by fire or other casualty only excepted. In the event of the LESSEE'S failure to remove any of LESSEE'S property from the premises, LESSOR is hereby authorized (but not obligated) to remove and store any of the property at LESSEE'S expense. Should the landlord wish to proceed under this paragraph, landlord shall follow the procedures outlined in paragraph 19. 9 In the event LESSEE remains in possession of the premises after the expiration of the term created hereunder and without the execution of a new lease, LESSEE, at the option of LESSOR, shall be deemed to be occupying the premises either as a Tenant at Sufferance of as a LESSEE from month to month, at a monthly rental equal to the sum of the monthly rent installment, plus I 0% of base rent payable during the last month of the term and the LESSEE'S additional rent adjustment identified in Paragraph 6 of this lease. LESSEE shall not interpose any counterclaim(s) other than compulsory counterclaims, in summary proceedings or other action based n holdover. 22. BROKERAGE: NIA 23. CONDITION OF PREMISES: The LESSEE will take occupancy of the premises in "as is" condition with the exception of: Landlord: A) Landlord shall establish a punch list for all construction related items and shall cause said punch list to be reviewed by LESSEE and landlord shall construct, fix, reconstruct, or repair when reasonably necessary, all items identified on the punch list. B) The tenant will identify all punch list items and after completion of same will be charged only for materials and not labor to complete the punch list. The costs will be added to the budget which is used as denominator in establishing rent amounts. 24. SIGNAGE: The Lessee shall be responsible for all signage including placement and compliance with all Town ofNorwell's ordinances. 25.ACCESS: Lessee will have access to their leased space 24 hours a day, every day. 26. HAZARDOUS SUBSTANCES: 10 LESSEE agrees not to dump, flush or in any way introduce any hazardous substances or any other toxic substances into the septic, sewage or other waste disposal system serving the premises, nor to generate, store or dispose of hazardous substance in or on the premises or dispose of hazardous substances from the premises to any other location without the prior written consent of the landlord and then only in compliance with the resource Conservation and Recovery Act of 1986, as amended, 4z U.S.C. 8901 et seq., and all other applicable laws, ordinances and regulations; to notify LESSOR of any incident which would require the filing of a notice under applicable federal, state or local law; not to store or dispose of hazardous substances on the premises without first submitting to LESSOR; a list of all such hazardous substances and all permits required therefore and thereafter providing to LESSOR on an annual basis LESSEE'S certification that all such permits have been renewed with copies of such renewed permits; and to comply with all provisions of the lease between LESSOR and LESSEE and with the orders and regulations of all govermuental authorities with respect to zoning, building, fire, health and other codes. "Hazardous substances" as used in this paragraph shall name "hazardous substances" as defined in the Comprehensive Enviromuental Response Compensation and Liability Act of 1980 as amended, 42 U.S.C., Section 9601, in M.G.L., C. 21Cand21E, as amended, and in regulations adopted pursuant to said Act. LESSEE agrees to save, defend, hold harmless and indemnify LESSOR; with respect to the cost of all fines or penalties imposed by any govermuental authority and the cost of any clean-up-activities that are necessary on the premises or the lot on which the premises are located (including attorney's fees) as a result of failure to comply with the provisions of this Paragraph 26. The foregoing indemnification shall be in addition to and shall not limit any other indemnifications contained in this lease and shall not reduce or limit LESSEE'S obligations under this paragraph 26. 27. PARKING: Unreserved. 11 28. RUBBISH REMOVAL: The LESSEE is responsible for their waste and rubbish removal and shall contract with a private waste disposal company for both trash and any grease and/or other food related waste. The LESSEE is responsible for all costs associated with the placement of a dumpster(s) on the premises (i.e., concrete pad if necessary) and must receive the LESSOR'S prior approval for the dumpster(s) location. 29. MISCELLANEOUS: No consent or waiver, express or implied, by the LESSOR to or of any breach in the performance by the LESSEE under this lease shall be construed as a consent or waiver to any other breach by the LLESSEE of the same or any other covenant or agreement. Failure on the part of the LESSOR to complain of any action or non-action on the part of the LESSEE or to declare the LESSEE in default, no matter how long such failure may continue, shall not be deemed to be a waiver by the LESSOR of any of its rights under this lease. If any provision of this lease shall be to any extent deemed invalid or unenforceable, the remaining provisions this lease shall not be affected thereby and shall remain valid and enforceable to the fullest extent permitted by law. The LESSEE acknowledges that other tenants of the LESSOR at the Premises are entitled to the quiet and peaceful enjoyment of their respective leased premises, and the LESSEE agrees that its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers shall not interfere or hinder the rights of other tenants to peacefully enjoy the premises. This lease shall constitute the only agreement between the parties relative to the demised premises and no oral statements and no prior written matter not specifically incorporated herein shall be of any force and effect. In entering into this lease, the LESSEE relies solely upon the representations and agreements contained herein. The LESSEE further acknowledges that it has been afforded the opportunity to have legal counsel of its own selection review this lease and approve the terms and conditions hereof. This lease shall not be modified except by a writing executed by both parties. This lease shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, and any claim, action, suit or other proceeding initiated hereunder shall be brought in courts of competent jurisdiction located in Plymouth County, Massachusetts. The LESSEE acknowledges that the LESSOR shall designate an LLC as the Landlord and it is specifically understood and agreed that there shall be no personal liability on the patt of any manager, member, beneficiary, pattner, trustee or shareholder of the LESSOR arising out of any damages suffered by the LESSEE or its employees, officers, directors, agents subtenants, contractors, suppliers, licensees, invitees or customers; or for any breach of the lease by the LESSOR. The LESSEE and LESSOR acknowledge that the party(ies) executing this lease have been duly authorized to act on behalf o the LESSEE and LESSOR respectively pursuant to a binding corporate vote, bylaw provision or management agreement. IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this _____ day of February, 2016. LESSEE: Mass Medi-Spa, Inc. By its President Jeffrey Roos LESSOR: South Shore BioPharma, LLP By it's General Partner Christopher Roos Date: Date: DISCLAIMER In the event of a breach of this contract, it is expressly understood that neither the RMD license nor any supplies, inventory, or equipment which may contain traces of marijuana may be seized, attached, or liened to secure payment of damages. SECTION C: LETTER OF SUPPORT OR NON-OPPOSITION Attach a letter of support or non-opposition, using one of the templates below (Option A or B), signed by the local municipality in which the applicant intends to locate a dispensary. The applicant may choose to use either template, in consultation with the host community. If the applicant is proposing a dispensary location and a separate cultivation/processing location, the applicant must submit a letter of support or non-opposition from both municipalities. This letter may be signed by (a) the Chief Executive Officer/Chief Administrative Officer, as appropriate, for the desired municipality; or (b) the City Council, Board of Alderman, or Board of Selectmen for the desired municipality. The letter of support or non-opposition must contain the language as provided below. The letter must be printed on the municipality's official letterhead. Template Option A: Use this language if signatory is a Chief Executive Officer/Chief Administrative Officer I, [Name of person], do hereby provide [support/non-opposition] to [name of non-profit organization] to operate a Registered Marijuana Dispensary ("RMD") in [name of city or town]. I have verified with the appropriate local officials that the proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permitting. Name and Title of Individual Signature Date Template Option B: Use this langnage if signatory is acting on behalf of a City Council, Board of Alderman, or Board of Selectman The [name of councillboardj, does hereby provide [support/non-opposition] to [name of non-profit organization] to operate a Registered Marijuana Dispensary in [name of city or town]. I have been authorized to provide this letter on behalfofthe [name of councillboardj by a vote taken at a duly noticed meeting held on [date]. The [name of councillboardj has verified with the appropriate local officials that the proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permitting. Name and Title of Individual (or person authorized to act on behalfof council or board) (add more lines for names if needed) Signature (add niore lines for signatures if needed) Date Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~JR=-- Siting Profile -Page 6 Town and County of Nantucket Board of Selectmen• County Commissioners Robert R. DeCosta, Chairman Rick Atherton Matt Fee Tobias Glidden Dawn E. Hill Holdgate July 23, 2015 Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy Street, 11111 Floor Boston, MA 02111 Re: Letter of Non-Opposition for Mass Medi-Spa Dear Commissioner Bharel: 16 Broad Street Nantucket, Massachusetts 02554 Telephone 15081 228-7255 Facsimile (508) 228-7272 www.nantucket-ma.gov C. Elizabeth Gibson Town & County Manager Please be advised that the Town of Nantucket has been contacted by Mass Medi-Spa regarding its plans to locate a Registered Marijuana Dispensary in Nantucket. The Board of Selectmen acting on behalf of the Town of Nantucket does hereby provide non-opposition to Mass Medi-Spa Inc. to operate a Registered Marijuana Dispensary in Nantucket as long as it is operated in strict compliance with the Department of Public Health Regulations at 105 CMR 725.001, et seq. and all local bylaws and regulations. I have been authorized to provide this letter on behalf of the Board of Selectmen by a vote taken at a duly noticed meeting held on July 22, 2015. The Board of Selectmen has verified with the appropriate local officials lhat the proposed RMD facility is lowled in a zoning district that allows such use by right or pursuant to local pe1mitting. Sincerely, ~~,?~:~:::> Robert R. DeCosta Chairman Cc: Nantucket Public Health Departm~ Andrew Vorce, Director of Plannin& Jeffrey Roos, Mass Medi-Spa < < <'',<11 ·' Town and County of Nantucket Board of Selectmen• County Commissioners Robert R. DeCosta, Chairman Rick Atherton 16 Broad Street Nantucket, Massachusetts 02554 Matt Fee Tobias Glidden Telephone (508) 228-7255 Facsimile (508) 228-7272 www.nantucket-ma.gov Dawn E. Hill Holdgate October 27, 2015 Medi-Spa Jeffrey Roos 2172 S Trenton Way 7-308 Denver, CO 80231 Dear Mr. Roos: C. Elizabeth Gibson Town & County Manager Recently, the Town of Nantucket has become aware that other communities have negotiated community benefit agreements with prospective Registered Marijuana Dispensaries (RMDs). As a result, we wish to negotiate such an agreement with your group; and, until such an agreement is reached, Medi-Spa may not submit the Letter approved earlier this year to the Department of Public Health, as the Board may reconsider its position on the application if an agreement is not reached. Additionally, please forward a complete list of the products you intend to catTy and sell from your site. We would appreciate your contacting Attorney John Goldrosen of our Town Counsel's office (617-556-0007) regarding this matter. Thank you. Sincerely, , 1 { c??tf''!/(vfr1f~ C. Elizabeth Gibson Town Manager Cc: Board of Selectmen John Giorgio, Town Counsel SECTION D: LOCAL COMPLIANCE Describe how the Corporation has ensured, and will continue to ensure, that the proposed RMD is in compliance will local codes, ordinances, and bylaws for the physical address( es) of the RMD. The company has retained Nantucket, MA based attorney Steven L. Cohen, Partner of Cohen & Cohen Law PC. Steven is well versed in the local bylaws and will ensure that all local zoning ordinances, codes and bylaws are clearly understood and followed to the letter of the law. We have met on numerous occasions over the past two years with local officials in order to better understand the intent behind various zoning bylaws. Mass Medi-Spa will continue to meet with the local to\Vll planners and other zoning officials in order to ensure that we are always aware of and in compliance of all local and state codes, ordinances and bylaws for the physical address of the RMD. Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~JR~-- Siting Profile -Page 7 SECTION E: THREE-YEAR BUSINESS PLAN BUDGET PROJECTIONS Provide the three-year business plan for the RMD, including revenues and expenses. Projected Start Date for the First Full Fiscal Year: 01/01/2017 FIRST FULL FISCAL SECOND FULL FISCAL YEAR PROJECTIONS YEAR PROJECTIONS 20 17 20 18 Projected Revenue $0.00 $1,843,380.00 Proiected Expenses $ 861,550.00 $2,051,152.00 VARIANCE: $ -861,550.00 $ Number of unique patients for the year 0 735 Number of patient visits for the year 0 8820 Projected% of patient growth rate annually ---10% Estimated purchased ounces per visit 0 0.79 Estimated cost per ounce 0 504 Total FTEs in staffing 14.5 14.5 Total marijuana for medical use inventory 107 321 for the vear (in lbs.) Total marijuana for medical use sold for the 0 214 year (in lbs) Total marijuana for medical use left for roll 107 107 over (in lbs.) Projected date the RMD plans to open: _0_21_0_112_0_1_8 __________ _ Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _JR __ -207,772.00 THIRD FULL FISCAL YEAR PROJECTIONS 20 19 $4,232,688.00 $3,484,805.00 $ 747,883.00 809 9708 10% 0.79 504 14.5 577 470 107 Siting Profile -Page 8 SECTION F: CERTIFICATION OF ASSURANCE OF COMPLIANCE: ADA AND NON-DISCRIMINATION BASED ON DISABILITY Applicants must certify that they will comply with all state and federal requirements regarding equal employment opportunity, nondiscrimination, and civil rights for persons with disabilities. The Applicant must complete a Certification of Assurance of Compliance: ADA and Non-Discrimination based on Disability. By signing, the Applicant formally notifies the Department that the Applicant is in compliance and shall maintain compliance with all applicable requirements. • I certify, that the Applicant is in compliance and shall maintain compliance with all applicable federal and state laws protecting the rights of persons with disabilities, including but not limited to the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12131-12134; Article CXIV of the Massachusetts Constitution; and; Chapter 93, § 103; Chapter !SIB; and Chapter 272, §§ 98 and 98A of the Massachusetts General Laws. • I understand that federal and state laws prohibit discrimination in public accommodations and employment based solely on disability. I recognize that to make goods, services, fucilities, privileges, advantages, or accommodations readily accessible to and usable by persons with disabilities, the Applican~ under the ADA, must: • remove architectural and communication barriers in existing facilities, when readily achievable and, if not readily achievable, must use alternative methods; • purchase accessible equipment or modify equipment; • modify policies and practices; and • furnish appropriate auxiliary aids and services where necessary to ensure effective communication. • I understand that reasonable accommodation is required in both program services and employment, except where to do so would cause an undue hardship or burden. I also understand that the Massachusetts Constitution Article CXIV provides that no otherwise qualified individual shall, solely by reason of disability, be excluded from the participation in, denied the benefits o±: or be subject to discrimination under any program or activity within the Commonwealth. • I agree that the Applicant shall cooperate in any compliance review and shall provide reasonable access to the premises of all places of business and employment and to records, files, information, and employees therein for reviewing compliance with the ADA, the Massachusetts Constitution, other applicable state and federal laws, including 105 CMR 725.000, et seq. , I agree that any violation of the specific provisions and terms of this Assurance or of the ADA, and/or of any Plan of Correction shall be deemed a breach ofa material condition of any Certificate of Registration issued to the Applicant for operation of a Registered Marijuana Dispensary. Such a breach shall be grounds for suspension or revocation, in whole or in part, of a Certificate of Registration issued by the Department. , I agree that, if selected, I will submit a detailed floor plan of the premises of the proposed dispensary in compliance with 105 CMR 725.IOO(m) in compliance with the Architectural Review required pursuant to I 05 CMR 725. I OO(B)( 5)( f). Signed under the pains and penalties of perjury, I, the authorized signatory for the applicant non-profit corporation, understand the obligations of the Applicant under the Certification of Assurance of Compliance: ADA and Non-Discrimination based on Disability, and agree and attest that the Applicant will comply with those obliga · s stat rtification. Print Name of Authorized Signatory President and CEO Title of Authorized Signatory !i/·i/!? Date signed Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: "-JR=--- Siting Profile -Page 9 ATTESTATIONS Signed under the pains and penalties of perjury, I, the authorized signatory for the applicant non-profit corporation, agree and attest that all information included in this application is complete and accurate and that I have an ongoing obligation to submit updated information to the Departme t if the in ti on presented within this application has changed. Date Signed President and CEO Title of Authorized Signatory I, the authorized signatory for the applicant non-profit corporation, hereby attest that the corporation has notified the chief administrative officer and the chief lice posed city or town in which the RMD would be sited, as well as the sheriff of the applicable county, of the intent to rations Profile a Siting Profile. 12-1--f& Date Signed ame of Authorized Signatory President and CEO Title of Authorized Signatory Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: _JR __ Siting Profile -Page I 0 I, the authorized signatory for the applicant non-profit corporation, hereby attest that if the corporation is approved for a provisional certificate of registration, the corporation is prepared to pay a non-refundable registration fee of $50,000, as specified in 105 CMR 725.000, after being notified that the has oved for a provisional certificate of registration. I Z -i-J fr Date Signed Pnnt Name of Authorized Signatory President and CEO Title of Authorized Signatory Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:-'-JR"'"-- Siting Profile -Page 11 MASS December 15th, 2016 Massachusetts Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy St., 11th FL Boston, MA 02111 I ,I i ' I ,1\ Re: Mass Medi-Spa Siting Profile 2 of 2 12/15/16 RF! To Whom It May Concern: Mass Medi-Spa has provided responses and additional documentation to answer all DPH RFI's received on December 15th 2016 pertaining to its Siting Profile 2 of 2 (Nantucket). After our initial submission, Mass Medi-Spa was able to secure a different location that will allow adequate space for dispensing, cultivation & processing to happen in one co-located facility on island. Exhibit I reflects an updated Section B with 27 Old South Rd. Nantucket. MA as our RMD location. Please note that an updated letter of support from the Town of Nantucket Board of Selectmen will also be provided in January, following the Board of Selectmen 1/4/17 meeting. Mass Medi-Spa wanted to submit all the other RFI materials now in order to expedite the processing of our application by the Department. Siting Profile 2 of 2 RFI Materials included • Exhibit I -REVISED SECTION B with New Nantucket Location for Dispensing, Cultivating & Processing • Exhibit II -Copy of Norwell Letter of Support/Non-Opposition & Current Property Interest in Norwell by MMS (not applicable to this revised Siting Profile but included as it was requested by the Department) • Exhibit Ill -New letter from Nantucket without conditional host community agreement language. (PLACEHOLDER -The signed original letter will be submitted after Nantucket BOS convenes in January) • Exhibit IV -Independent opinion that the lease agreements with South Shore Bio Pharma LLP are in compliance with the non-profit requirements • Exhibit V-More detailed response to Section D • Exhibit VI-Transport Plan w/ Detailed Discussion of additional authorizations needed Should you have any questions or need any further information, please contact Jeffrey Roos at leff@massmedispa.org or 551-689-5179. Sincerely, Jeffrey Roos President & 1. The most extended deadline for delivery in the Norwell Purchase and Sale Agreement for the purchase of the property by Sonth Shore BioPharma LLP, the applicant's Landlord, appears to have passed in Jnne, 2016 (pm·agraph 46(e)) and no further information has been submitted by the applicant as to whether the Purchase and Sale Agreement has been extended. Please submit documents demonstrating the current property interest of Mass Medi-Spa, Inc. in the property. 2 2. In response to Section C, the applicant did not provide a letter of support or non-opposition for the cultivation/processing location in Norwell. Applicant must submit a letter of support or non opposition for this location in compliance with the Application Instructions. Please note the letter of support or non-opposition must be dated on or after the date that the applicant's Application of Intent was received by the Department. 3. A July 23, 2015 letter of non-opposition from Nantucket has been submitted with an October 27, 2016 letter stating that the July 23, 2015 letter may not be submitted until a community benefit agreement has been reached with the applicant. The submission of the two letters together leaves the Town's position unclear to the Department. The Department does not accept letters of support or non-opposition that are contingent upon the execution of a host community agreement, as the Department does not evaluate whether an applicant has entered into a host community agreement prior to the issuance of a Provisional Certificate of Registration. Please submit a new letter from Nantucket without conditional host community agreement language. 4. Please submit an independent opinion that the lease agreements with South Shore Bio Pharma LLP are in compliance with the non-profit requirements of 105 CMR 725.IOO(A)(I) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance http://www.mass.gov/eohhs/docs/dph/guality/medical-marijuana/applications/non-profitcomplian ce-guidance.pdf Please be advised that the applicant must submit such infornation as soon as possible, but prior to receiving a Provisional Certificate of Registration. An application will not be deemed complete until all materials requested by the Department are submitted. 5. In response to Section D, the applicant does not provide sufficient information regarding the permitting required in Nantucket to proceed with the Registered Marijuana Dispensary. In addition, the applicant has not answered the question in regards to its Norwell location. Please submit a detailed response to Section D including this information. 6. Please describe your plan to transport marijuana from the Nonvell location to the Nantucket location, and to independent testing facilities in compliance with 105 CMR 725.105(C)(2), together with a detailed discussion of any permits or other authorizations required for such transportation. EXHIBIT I REVISED SECTION B with New Nantucket location for Dispensing, cumvaling & Processing SECTION B: PROPOSED LOCATION(S) Provide the physical address of the proposed dispensary site and the physical address of the additonal location, if any, where marijuana for medical use will be cultivated or processed. Attach supporting documents as evidence of interest in the property, by location. Interest may be demonstrated by (a) a clear legal title to the proposed site; (b) an option to purchase the proposed site; (c) a lease; (d) a legally enforceable agreement to give such title under (a) or (b), or such lease under (c), in the event that Department determines that the applicant qualifies for registration as a RMD; or (e) evidence of binding permission to use the premises. Location Full Address County 2 7 Old South Rd Nantucket 1 Dispensing Nantucket, MA 02554 27 Old South Rd Nantucket 2 Cultivation Nantucket, MA 02554 27 Old South Rd Nantucket 3 Processing Nantucket, MA 02554 G Check here if the applicant would consider a location other than the county or plly§i<ml llddress provided within this application. Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here:_J_R __ Siting Profile -Page 5 DocuSlgn Envelope ID: C50302FO-OC33-463C-890B-04&1?~is~3r{, t'l.IRCHASE REAL ESTATE "This Is a legally binding contract. If not understood, seek competent Advice" From the office of Fisher Real Estate Tuesday, December 20, 2016 TO: Santos Properties LLC PO Box 789 Slasconset MA 02564 FROM: South Shore BloPharma LLP Christopher Roos, GP 26 Brookside Drlv Feeding Hills MA 1030 · I I ~; I I I I~ Buyer hereby offers to buy the property, herein known as "the Propert-(', referred to and Identified as follows: 27 Old South Road, Nantucket MA 02554 Deed Ref Bk 1125/Pg 207 Map 68 Parcel 2 BUYER hereby offers to buy the Property, shown to us by Fisher Real Estate, under the following terms and conditions: (1) Buyer will pay therefore Nine Hundred Thousand Dollars ($900,000.00), of which: a. $ 10,000.00 Is paid herewith as a deposit to bind this offer. b. $ 80,000.00 Is to be paid as an additional deposit upon execution of Purchase and Sale Agreement as provided for below. c. $ 810,000.00 Is to be paid In cash, certified check, or bank draft at the time of delivery of the Deed. d. $ 900,000.00 Is the TOTAL Purchase Price. (2) This offer Is good until 4 PM on 12/21/2016 at or before which time a copy here of shall be signed by you, the Seller, Assigns or authorized representative, signifying acceptance of this Offer, and returned the Buyer forthwith; otherwise this offer shall be considered as rejected and any money deposited herewith shall be returned forthwith. (3) The parties hereto shall, on or before 5 PM 1/10/2017, execute a mutually agreeable Purchase and Sale Agreement, which when executed, shall be the Agreement between the parties hereto. (4) A good and sufficient Deed, conveying a good, clear and marketable title of record shall be delivered on or before 3/1/2017 at the Nantucket County Registry of Deeds, unless some other time and place are mutually agreed upon. (5) (a) if you (Seller) do not fulfill your (Seller's) obligations under this Agreement, said Agreement shall be enforceable both at law and in equity, (inclusive of specific performance). (b) If I (Buyer) do not fulfill my obligations under this Offer, the deposit (l)(a) mentioned above shall become your (Seller's) property as liquidated damages without recourse to either party. Said deposit shall be held by an escrow agent, subject to the terms hereof provided however that In the event of any disagreement between the parties, the escrow agent may retain said deposit pending Instructions mutually given in writing by the parties. A similar provision shall be included in the Purchase and Sale Agreement with respect to any deposit held under its terms. (6) Time Is of the essence hereof. (7) A fee of 5% will be paid by the Seller to Fisher Real Estate, the broker, upon passing of title. (8) Buyer will pay 2% Nantucket Land Bank Fee at Closing. (9) This Offer is subject to the following contingencies: (a) Subject to due diligence period with results acceptable to the buyer that expires at the full execution of the purchase and sale agreement. This offer is hereby accepted upon the foregoing terms and conditions at _AM/PM on ______ _ WITNESS m our) hand(s) a se l(s) • I LER: Santos Properties LLC RECEIPT FOR DEPOSIT Christopher Roos BUYER: South Shore Biopharma LLP 12/20/2016 DATE: Received From ________ (Buyer) the sum of $ ___________ ,as deposit under the terms and conditions of the above Offer, to be held in Escrow by ____________ Broker or Authorized Representative _______ _ DocuSlgn Envelope ID: C50302FO-OC33-463C-8908-04C2088863CC ,," ;.. -\. MASSACHUSETTS MANDATORY LICENSEE-CONSUMER ; ' RELATIONSHIP DISCLOSURE This disclosure is provided to you, the consumer, by the real estate agent listed on this form. Make sure you read both sides of the form. The reverse side contains a more detailed description of the different types of relationships available to you. This is not a contract. THE TIME WHEN THE LICENSEE MUST PROVIDE THIS NOTICE TO THE CONSUMER: All real estate licensees must present this form to you at the first personal meeting with you to discuss a specific property. The licensee can represent you as the seller (Seller's Agent) or represent you as the buyer (Buyer's Agent) and also can assist you as a facilitator. CONSUMER INFORMATION AND RESPONSIBILITY: Whether you are the buyer or seller, you can choose to have the advice, assistance and representation of your own agent who works for you. Do not assume that a real estate agent works solely for you unless you have an agreement for that relationship. With your consent, licensees from the same firm may represent a buyer and seller in the same transaction. These agents are referred to as dual agents. Also a buyer and seller may be represented by agents in the same real estate firm as designated agents. The "designated" seller or buyer agent" is your sole representative. However where both the seller and buyer provide written consent to have a designated agent represent them then the agent making such designation becomes a "dual agent" for both the buyer and the seller. All real estate agents must, by law, present properties honestly and accurately. They must also disclose known material defects in the real estate. The duties of a real estate agent do not relieve the consumers of the responsibility to protect their own interests. If you need advice for legal, tax, insurance or land survey matters, it is you responsibility to consult a professional in those area. Real Estate agents do not have a duty to perform home, lead paint, or insect inspections nor do they perform septic system, wetlands or environmental evaluations. RELATIONSHIP OF REAL ESTATE LICENSEE WITH THE CONSUMER (check one). __ Seller's Agent x Buyer's Agent ____ Facilitator IF A SELLER'S OR BUYER'S AGENT IS CHECKED ABOVE COMPLETE THE SECTION BELOW: Relationship with others affiliated with Fisher Real Estate License #422201 (check one) _x_ The real estate agent listed below, the real estate firm or business listed above and all other affiliated agents have the same relationship with the consumer named herein (seller or buyer agency, not designated agency) __ Only the real estate agent listed below represents the consumer named in this form (designated or buyer agency). In this situation any firm or business listed above and other agents affiliated with the firm or business do not represent you and may represent another party in your real estate transaction. By signing below I, the real estate licensee acknowledges that this disclosure has been provided timely to the consumer named here. -DoeuSlgned by: l'o, ~1; Brian sull i van 9534232 12/20/2016 (Signature o rea estate agent) (Printed name of real estate agent) (License Number/ Type) (Today's Date) By signing below, I the consumer, acknowledge that I have received and read information in this disclosure. 00'""'"i''. ~ •• 1 12/20/2016 1.U-1" f'<iv Christopher Roos ( g tu onsrimer) (Printed name of consumer) (Today's Date) _Check here if consumer declines to sign this notice DocuSlgn ~velope ID: ~(0302FO-OC33-463C-8908-04C208BB63CC [6~ . ~ TYPES OF AGENCY REPRESENTATION SELLER'S AGENT A seller can engage the services of a real estate agent to sell his property (called the listing agent) and the real estate agent is then the agent for the seller who becomes the agent's client. This means that the real estate agent represents the seller. The agent owes the seller undivided loyalty, reasonable care, disclosure, obedience to lawful instruction, confidentiality and accountability, provided, however, that the agent must disclose known material defects in the real estate: The agent must put the seller's interests first and negotiate for the best price and terms for their client, the seller. (The seller may authorize sub-agents to represent him/her in marketing its property to buyers, however the seller should be aware that wrongful action by the real estate agent or sub- agents may subject the seller to legal liability for those wrongful actions). BUYER'S AGENT A buyer can engage the services of a real estate agent to purchase property and the real estate agent is then the agent for the buyer who becomes the agent's client. This means that the real estate agent represents the buyer. The agent owes the buyer undivided loyalty, reasonable care, disclosure, obedience to lawful instruction, confidentiality and accountability, provided, however, that the agent must disclose known material defects in the real estate. The agent must put the buyer's interests first and negotiate for the best price and terms for their client, the buyer. (The buyer may also authorize sub-agents to represent him/her in purchasing property, however the buyer should be aware that wrongful action by the real estate agent or sub-agents may subject the buyer to legal liability for those wrongful actions). (NON-AGENT) FACILITATOR When a real estate agent works as a facilitator that agent assists the seller and buyer in reaching an agreement but does not represent either the seller or buyer in the transaction. The facilitator and the broker with whom the facilitator is affiliated owe the seller and buyer a duty to present each property honestly and accurately by disclosing known material defects about the property and owe a duty to account for funds. Unless otherwise agreed, the facilitator has no duty to keep information received from a seller or buyer confidential. The role of facilitator applies only to the seller and buyer in the particular property transaction involving the seller and buyer. Should the seller and buyer expressly agree a facilitator relationship can be changed to become an exclusive agency relationship with either the seller or the buyer. DESIGNATED SELLER'S AND BUYER'S AGENT A real estate agent can be designated by another real estate agent (the appointing or designating agent) to represent either the buyer or seller, provided the buyer or seller expressly agrees to such designation. The real estate agent once so designated is then the agent for either the buyer or seller who becomes their client. The designated agent owes the buyer or seller undivided loyalty, reasonable care, disclosure, obedience to lawful instruction, confidentiality and accountability, provided, however, that the agent must disclose known material defects in the real estate. The agent must put their client's interests first and negotiate for the best price and terms for their client. In situations where the appointing agent designates another agent to represent the seller and an agent to represent the buyer then the appointing agent becomes a dual agent. Consequently a dual agent cannot satisfy fully the duties of loyalty, full disclosure, obedience to lawful instructions which is required of an exclusive seller or buyer agent. The dual agent does not represent either the buyer or the seller solely only your designated agent represents your interests. The written consent for designated agency must contain the information provided for in the regulations of the Massachusetts Board of Registration of Real Estate Brokers and Salespeople (Board). A sample designated agency consent is available at the Board's website at WWW.JllaS>;.g_QY.LQillLre. DUAL AGENT A real estate agent may act as a dual agent representing both the seller and buyer in a transaction but only with the express and informed consent of both the seller and buyer. Written consent to dual agency must be obtained by the real estate agent prior to the execution of an offer to purchase a specific property. A dual agent shall be neutral with regard to any conflicting interest of the seller and buyer. Consequently a dual agent cannot satisfy fully the duties of loyalty, full disclosure, obedience to lawful instructions which is required of an exclusive seller or buyer agent. A dual agent does, however, still owe a duty of confidentiality of material information and accounting for funds. The written consent for dual agency must contain the information provided for in the regulations of the Massachusetts Board of Registration of Real Estate Brokers and Salespeople (Board). A sample dual agency consent is available at the Board's website at www.mass.gov/dpl/re. DocuSlgn Envelope ID: C50302FO-OC33-463C-8908-04C208BB63CC Massachusetts Consent to Dual Agency A real estate broker or salesperson may act as a dual agent who represents both the prospective Buyer and the Seller with their informed written consent. A dual agent is authorized to assist the Buyer and Seller in a transaction, but shall be neutral with regard to any conflicting interest of the Buyer and the Seller. Consequently, a dual agent will not have the ability to satisfy fully the duties of loyalty, full disclosure, reasonable care and obedience to lawful instructions, but shall still owe the duty of confidentiality of material information and the duty to account for funds. Buyers and Sellers should understand that material information received from either client that is confidential may not be disclosed by a dual agent, except: (1) if disclosure is expressly authorized; (2) if such disclosure is required by law; (3) if such disclosure is necessary to prosecute a claim against a person represented or to defend a claim against the broker or salesperson. This duty of confidentially shall continue after the termination of the brokerage relationship. Buyer /Seller Acknowledgement I acknowledge and agree that BRIAN SULLIVAN {insert first name of licensee} is authorized to represent both the buyer and the seller as a dual agent. I hereby consent to dual agency. Christopher Roos 12/20/2016 Signature of Buyer Print Name Date / 1gnature of Seller Print Name Date Broker /Salesperson Acknowledgement I acknowledge and agree to represent the above named consumer as a dual agent and my signature below signifies that I understand the duties and responsibilities of that relationship, and explained to the consumer that I am dual agent and therefore will assist the buyer and seller in a transaction, but shall be neutral with regard to any conflicting interest of the buyer and seller. ~ DocuSlgned by: l,,, ll . __,,__,,~17~'AF~CF~0e~19~19pl--~~~~~~9534232.~~~~~~~~~~~~ 12/20/2016 Signature of Agent License Number Date 2 Notice of Dual Agency (For use when previous consent was obtained from Seller in a listing agreement and from Buyer in Buyer representation agreement or in a Consent to Dual Agency from Buyer) Fisher Real Estate previously gave notice of the potential for a dual agency relationship to occur in connection with your real estate transaction. That disclosure was contained either in the Exclusive Listing Agreement (for Seller) or in the Exclusive Buyer Representation Agreement (for Buyer) or in a Consent for Dual Agency (for Buyer). You previously gave your consent to that relationship. Fisher Real Estate now gives its notice that a dual agency has occurred and that Fisher Real Estate and affiliated licensees represent both the Buyer and the Seller in connection with the property described as: 27 old south Road, Nantucket MA The dual agent is authorized to assist the Buyer and the Seller in a transaction, but shall be neutral with conflicting interest of the Buyer and Seller. Consequently, a dual agent will not have the ability to satisfy fully the duties of loyalty, full disclosure, reasonable care and obedience to lawful instructions, but shall still owe the duty of confidentiality of material information and the duty to account for funds. l-Ooo•Slg"od by' ll--1/- 6171' E~F8879199. .. Brian Sullivan 12/20/2016 Signature of Agent Printed Name Date I acknowledge receipt of this Dual Agency. SELLER Signature Printed Name Date BUYER (circle one) OocuSlgned by: ().u-i1for(u,r ~bl Christopher Roos 12/20/2016 1gnature Printed Name Date STANDARD FORM COMMERCIAL LEASE By and Between I. PARTIES: SOUTH SHORE BIOPHARMA LLP LESSOR And MASS MEDI-SPA, INC. LESSEE South Shore BioPbarma LLP, hereinafter "SSBP", as LESSOR, which expression shall include heirs, successors and assigns where the context so admits, does hereby lease to Mass Medi-Spa, lnc., hereinafter "MMS", or their designee or entities, LESSEE, which expression shall include successors, executors, administrators and assigns where the context so admits. The LESSEE hereby leases the following described premises: 2. PREMISES: This .38 acre lot located at 27 Old South Rd., Nantucket, Massachusetts, "Premises". All plans specifications, building permits and other plans which comprise "building plans" are to be incorporated in this section as if set forth herein and LESSOR shall deliver to LESSEE a building substantially completed as planned. 3. TERM: Commencing February 15, 2017, or five days after the building receives an occupancy certificate if the building cannot be delivered by the I 5th of February and for a tetm of Twenty (20) years through February 15, 2037. 3A. OCCUPANCY/LESSOR TO ACCOMMODATE EARLY ENNTRY: The LESSEE will be allowed access during times when construction is not yet completed assuming construction management can accommodate entry and inspection; 4. RENT: The LESSEE shall pay to the LESSOR rent at the rate of: Years 1-20, the rental rate will be calculated to be the total of all costs to erect the turn- key building as set forth in the agreed budget which shall include costs of land, hard construction costs, contingencies used, and all soft costs, then multiplied by .18, the yearly rate at which rent will be paid. The monthly rent shall be the yearly rent divided by 12. In addition to rent, the LESSEE pay rent NNN + Utilities; Beginning in year 11, the rent escalation clause will be in place. Each year after year 10, rent will increase a total of 2%. The LESSEE acknowledges that this is a "triple net" lease pursuant to the above "NNN" designation and further that the LESSEE is responsible for the payment of any additional rent as defined in Paragraph 6 of this lease if applicable. Lessee will be provided an estimate of what the expected charges for taxes, water, sewer and insurance will be, and unless otherwise agreed, will pay all additional expenses as they arise. The LESSEE has the option of deferring all of the first year's rent and if the election is made to defer rental payments, the outstanding rental obligation will be added to the total budgeted cost to erect the building and the se.cond year rent will be then determined by multiplying the new building cost number by .18. The monthly rent will be the total yearly rent divided by 12. See Addendum A for cost to turnkey and thus yearly rental rate. All rent payments are due on or before the first day of each month, without offset or deduction for any reason whatsoever by the LESSEE unless deferred. In the event of any late payment (within 10 days) of rent or returned rent check for insufficient funds, LESSEE shall tender to the LESSOR an administrative fee equal to $250.00 and for each such occurrence. 4.A OPTION RENT AND/OR TERMS: Rent rate to be determined. LESSEE shall have the option of extending the term 10 years. 5. SECURITY: Waived. 6. RENT ADJUSTMENT: LESSEE will reimburse LESSOR for any insurance the LESSOR purchases to maintain liability coverage on the building. The insurance reimbursement shall be reimbursed each year before the renewal rate for the next insurance cycle begins. 6. UTILITIES: The LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment within the premises as of the commencement date of this lease. In the event the LESSEE requires additional utilities or equipment, the installation and maintenance thereof shall be the LESSEE'S sole obligation, provided that such installation shall be subject to the LESSOR'S written consent, which shall not be unreasonably withl1eld conditioned or delayed. The LESSOR shall not be liable for any interruption of electricity, gas, water, telephone, sewage, heat or other utility supplied to the premises. 7. OTHER EXPENSES: any other cost attributable to the building other than items for which the LESSOR is responsible are to be the responsibility of LESSEE. 8. USE OF LEASED PREMISES: The LESSEE shall use the leased premises for a maiijuana dispensaiy so long as the LESSEE maintains necessary licenses thereto. Lessor makes no representations as to permitting and/or final use of the premises other than that tbe premises are to be for legal purposes and compliant with all local and state ordinances atid laws as enumerated herein. 9. COMPLIAINCE WITH LAWS: The LESSEE acknowledges that no trade or occupation shall be conducted in the leased . premises or use made thereof which will be unlawful, or conb'ary to any municipal by- law or ordinance in force in the city or town in which the premises are situated. LESSOR waiTants atid represents that the permitted uses sets forth in Paragraph 8 of this lease are allowed by all applicable laws. Unlawful means that the LESSEE shall comply with all laws relative to the use but that said use may be pr?scribed under federal laws. 10. INSURANCE The LESSOR will maintain general liability insurance on the property for which LESSEE shall pay for as set forth in Paragraph 6 of this lease. The LESSEE shall not pennit any use of the leased premises which will make violable any insurance on the property of which the leased premises are a part, or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association, or any similar body succeeding to its powers. The LESSEE shall on demand reimburse the LESSOR for any extra insurance premiums caused by the LESSEE'S use of the premises. However, Lessee shall also maintain at their expense (and produce to Lessor a copy of said policy) a liability policy in an amount equal to or exceeding ONE MILLION DOLLARS of general liability and Lessee shall hold Lessor harmless and indemnify Lessor for ALL causes of actions, injuries, claims, suits including reimbursement of reasonable attorney fees for the defense of suits and the declaration of suits to enforce this clause. 11. MAINTENANCE: A. LESSEES OBLIGATIONS: The LESSEE agrees to maintain the interior of the lease premises in good condition, damage by fire and other casualty only excepted, and whenever necessary, to replace plate glass and other glass therein, acknowledging that the leased premises are now in good order and the glass whole. The LESSEE shall not pennit the leased premises to be overloaded, damaged, stripped or defaced, nor suffer any waster. The LESSEE shall keep the premises adequately heated for the protection of the plumbing therein. The LESSEE shall obtain the LESSOR'S consent before erecting any sign on the premises, which consent shall not be unreasonably withheld, conditioned or delayed. The LESSESE shall maintain and keep all such pennitted signage in good condition and repair. The removal of snow and ice from the walkways and sidewalks adjacent to and bordering upon the leased premises shall be the LESSEE'S responsibility. B. LESSOR'S OBLIGATIONS: 4 The LESSOR agrees to maintain the structure of the building including the roof and the main utilities to the premises, of which the leased premises are a part in the same condition as it is at the commencement of the tenn or as it may be put in during the term of this lease, reasonable wear and tear, damage by fire and other Gasualty only excepted, unless such maintenance is required because of the LESSEE or those for whose ·conduct the LESSEE is legally responsible. 12. ALTERATIONS/ADDITIONS: The LESSEE shall not make structural alterations or additions to the leased remises, but may make non-structural alterations provided the LESSOR consents therein to writing, which consent shall not be unreasonably withheld or delayed. For all such LESSOR allowed alterations, LESSEE shall procure each license or pennit required and perform such work in compliance with applicable local building and zoning regulations at LESSEE'S Expense, which work shall be in quality at least equal to the present construction. Any alterations or improvements made by the LESSEE shall become the property of the LESSOR at the tennination of occupancy as provided herein, unless the LESSOR shall agree in writing at or prior to the installation of such alterations and improvements that such items shall remain the property of the LESEE. LESSEE shall not permit any mechanics' liens, or similar liens to remain upon the leased premises for labor and material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed at the direction of LESSEE. LESSEE shall promptly indemnify and defend LESSOR FROM and against any and all such lien to be released of record forthwith without cost to LESSORS. 13. ASSIGNMENT SUBLEASING: The LESSEE shall not assign or sublet the whole or any part of the lease premises without LESSOR'S prior written consent,. which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding such consent, LESSEE shall remain liable to LESSOR for the timely payment of all rent, including rent adjustments in Paragraph 6 of this lease. No consent by the LESSOR to an assignment or sublease shall be deemed to constitute consent to any future assignment or sublease. 14. SUBORDINATION: The lease shall be subjected and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or any time hereafter, a lien or liens on the property of which the leased premises are in part and the LESSEE shall, when requested, promptly execute and deliver such written instrnments as shall be necessary to show the subordination of this lease to said mortgages, deeds of trust, or other instrument in the nature of a mortgage provided the LESSOR shall provide a subordination non- disturbance and atonement agreement from all existing and future mortgagees recognizing the rights and obligations of the LESSEE hereunder. 15. LESSOR'S ACCESS: The LESSOR or the agent of the LESSOR may, at reasonable times, enter to view the leased premises and remove placards and signs not approved and affixed as herein provided on the building and made repairs and alterations as LESSOR should elect to do and may be shown the leased premises to others, and at any time within three (3) months before the expiration of the te1m, may affix to any suitable part of the leased premises a notice of letting or selling the leased premises or property of which the leased premises are apart and keep the same so affixed without hindrance or molestation. So long, as the affixation shall not hinder the reasonable operations of LESSEEE. The LESSEE shall permit access to the space for reading of the utility meters. LESSOR may also access the premises without notice to LESSEE at any time in which exigent circumstances warrant immediate entry for inspection or repair. The parties agree that forty-eight ( 48) hours notice, verbal or written, is reasonable notice of the purpose of this lease. It is expressly understood that landlord cannot access areas in which marijuana is present. Any inspections must be made visually from enclosed areas or by registered Dispensary agent. 16. INDEMNIFICAITON AND LIABILITY: The LESSEE shall save the LESSOR ha11nless and indemnified from all direct injury, loss, claims or damage whatsoever to any person or property in or about the demised premises arising from any act, omission or negligence of the part of the LESSEE or its employees, officer, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers; 01· claims/damages occasioned by the use or escape of water or by the bursting of pipes, resulting from neglect in not removing snow and ice from the walkways or sidewalks adjacent to or bordering upon the premises, or by any nuisance made or suffered on the leased premises. Upon written notice form the LESSOR, the LESSEE shall immediately take over the LESSOR'S defense in any action related to such matters for which the LESSEE has agreed to indemnify the LESSOR. In the event that the LESSEE fails to so indemnify and defend the LESSOR. The LESSOR shall be entitled to recover its costs, including reasonable attorney's fees and insurance deductibles, for defending against such claims. 17. LESSEE'S LIABILITY: The LESSOR and its employees, manager, agents, contractors or assigns, shall not be liable for any damages to the person or property of the LESSEE or its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers, except where such damage is attributable to the gross negligence or the LESSOR in the performance or failure to perform any of the obligations of the LESSOR under this lease. In any event, the LESSOR shall not under any circumstances be liable to the LESSEE for any injury, loss, claim or damage resulting from the interruption of business due to fire, explosion, utility failure, dampness, flooding, Act of God, hidden defects on the premises or acts or omissions of persons occupying adjacent premises. 18. FIRE CASUALTY EMIMENT DOMAIN: Should a substantial portion of the leased premises or of the property of which they are a part, be substantially damaged by fire or other casualty or be taken by eminent domain, the LES SOR may elect to te1minate this lease. When such fire, casualty, or taking renders the leased premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the. LESSEE may elect to tenninate this lease if: a) The LESSOR fails to give written notice within thirty (30) days of intention to restore leased premises, or; b) The LESSOR fails to restore the leased premises to a condition substantially suitable for their intended use within sixty ( 60) days of said fire, casualty or taking. The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the LESSEE may have for damages or injury to the leased premises for any taking by eminent domain, except for damage to the LESSEE'S fixtures, property, equipment or business relocation expenses. 19.DEFAULT AND BANKRUPTCY: The LESSEE shall be considered in default under this lease as follows: a) The LESSEE'S failure to timely pay when due any installations of rent, including LESSEE'S pro rata rent adjustment under Paragraph 6 of this lease, or other sum herein specified; or, 7 b) The LESSEE shall default in the observance or perfonnance of any thereof the LESSEE'S covenants, agreements, or obligations hereunder which shall not be cured within ten ( 10) days after written notice theretofore, or such longer pe1iod as in the LESSOR'S sole discretion may be reasonable necessary to cme such default, provided the LESSEE is diligently pursuing such cure, but in no event longer than thi11y (30) days without the LESSOR'S written consent; or, c) The LESSEE shall be declru:ed banktupt or insolvent according to law, or, if any assignment shall be made of LESSEE'S property for the benefit of creditors; or d) The dissolution of the LESSEE corporation, voluntarily or involuntarily. Upon the LESSEE'S default, the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the tenn of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears ofrent or other default. Upon the LESSEE'S default, the LESSOR shall have the right thereafter, while such default continues, to re"enter and take complete possession of the leased premises, to declare the tenn of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. However, due to the sensitivity of the product being manufactured, should the landlord wish to take possession due to a default, landlord shall provide 90 days from the date an execution issues in a court to allow the premises to be vacated in broom-clean condition. The tenant shall present the landlord with a closure plan and the landlord shall not re- enter the premises until the 91 '1 day after the right inures to the landlord or when the closure plan is duly approved by Mass DPH or when the premises is certified by a HAZ Mat company to being broom clean with all trace elements of marijuana removed. During the 90 day period after default notices were issued, the landlord and tenant shall jointly establish a CU!Tent inventory of all plantings contained within the premises. The tenant shall have the right to continue the cultivation of all existing inventory and either sell it to registered patients or sell up to 30% to other RMD's or destroy all unused inventory. The tenant may have an additional 30 days to execute upon the closure plan if needed to harvest and sell off the additional inventory. Upon the LESEE'S default, the LESSEE shall indemnify the LESSOR against all loss of rent, rent adjustments under Paragraph 6 of this lease and other payment which the LESSOR may incur by reason of such terminating during the residue of the term. The LESSEE shall also be liable for the LESSOR'S reasonable attorneys' fees incuned for any reason related to LESSEE'S default, including coUl"t costs and reasonable attorneys' fees for having to commence and prosecute eviction or other legal proceedings against the LESSEE, all reasonable expenses incurred by the LESSOR in attempting to re-let the premises or parts thereof (including advertisements, brokerage commissions costs of cleaning, repairing and preparing the premises for occupancy by a new tenant) and all of the LESSOR'S other reasonable expenditures necessitated by the terminating of this lease, including the costs of insuring the premises and stming LESSEE'S personal property. If the LESSEE shall default in the observance or perfonnance of any conditions or covenants on LESSEE'S part to be observed or performed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy any expenditures or incur any obligations for the payment of money in connection therewith, including but not limited to, court costs and reasonable attorney's fees in instituting, prosecuting, or defending any action or proceedings, such sums p;iid or obligations instJres, with interest at the rate of eighteen percent (18%) per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent. 20. NOTICE: Any notice from the LESSOR to the LESSEE relating to the lease premises or the occupancy thereof, shall be deemed duly serviced, if mailed certified mail, return receipt requested, to the leased premises, via facsimile/email to the LESSEE for which the LESSOR obtains a facsimile/email confirmation or served in hand upon any person in charge of the LESSEE at the premises. Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof, shall be mailed certified mail return receipt requested, to LESSOR at 26 Feeding Hills MA. 01030. To the LESSEE, notice is to be sent in name of LESSEE at IO Peachcroft Rd Morristown NJ 07960. 21. SURRENDER & HOLDING OVER: The LESSEE shall at the expiration or other tennination of this lease remove all LESSEES'S goods and effocts form the leased premises, (including without hereby limiting the generality of the foregoing all signs and lettering affixed or painted by the LESSEE, either inside or outside the leased premises.) LESSEE shall deliver to the LESSOR the leased premises and all keys, locks thereto, and other fixtures connected therewith, and all alterations and additions made to our upon the leased premises, in good condition, damage by fire or other casualty only excepted. In the event of the LESSEE'S failure to remove any of LESSEE'S property from the premises, LESSOR is hereby authorized (but not obligated) to remove and store any of the property at LESSEE'S expense. Should the landlord wish to proceed under this paragraph, landlord shall follow the procedures outlined in paragraph 19. q In the event LESSEE remains in possession of the premises after the expiration of the term created hereunder and without the execution of a new lease, LESSEE, at the option of LESSOR, shall be deemed to be occupying the premises either as a Tenant at Sufferance of as a LESSEE from month to month, at a monthly rental equal to the sum of the monthly rent installment, plus 10% of base rent payable during the last month of the tenn and the LESSEE'S additional rent adjustment identified in Paragraph 6 of this lease. LESSEE shall not interpose any counterclaim(s) other than compulsory counterclaims, in summary proceedings or other action based n holdover. 22. BROKERAGE: NIA 23. CONDITION OF PREMISES: The LESSEE will take occupancy of the premises in "as is" condition with the exception of: Landlol'd: A) Landlord shall establish a punch list for all construction related items and shall cause said punch list to be. reviewed by LESSEE and landlord shall construct, fix, reconstruct, or repair when reasonably necessary, all items identified on the punch list. B) The tenant will identify all punch list items and after completion of same will be charged only for materials and not labor to complete the punch list. The costs will be added to the budget which is used as denominator in establishing rent amounts. 24. SIGNAGE: The Lessee shall be responsible for all signage including placement and compliance with all Town of Nantucket's ordinances. 25.ACCESS: Lessee will have access to their leased space 24 hours a day, every day. 26. HAZARDOUS SUBSTANCES: 10 LESSEE agrees not to dump,. flush or in any way introduce any hazardous substanC!':S or any other toxic substances into the septic, sewage or other waste disposal system serving the premises, nor to generate, store or dispose of hazardous substance in or on the premises or dispose of hazardous substances from the premises to 81).y other location without the prior written consent of the landlord and then only in compliance with the resource Conservation and Recovery Act of 1986, as amended, 4z U.S.C. 8901 et seq., and all other applicable laws, ordinances and regulations; to notify LESSOR of any incident which would require the filing of a notice under applicable federal, state or local law; not to store or dispose of hazardous substances on the premises without first submitting to LESSOR; a list of all such hazardous substances and all permits required therefore and thereafter providing to LESSOR on an annual basis LESSEE'S certification that all such pennits have been renewed with copies of such renewed permits; and to comply with all provisions of the lease between LESSOR and LESSEE and with the orders and regulations of all governmental authorities with respect to zoning, building, tire, health and other codes. "Hazardous substances" as used in t!iis paragraph shall name "hazardous substances" as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended, 42 U.S.C., Section 9601, in M.G.L., C. 21C and 2IE, as amended, and in regulations adopted pursuant to said Act. LESSEE agrees to save, defend, hold harmless and indemnify LESSOR; with respect to the cost of all fines or penalties imposed by any governmental authority and the cost of any clean-up-activities tl1at are necessary on the premises or the lot on which the premises are located (including attorney's fees) as a result of failure to comply with the provisions of this Paragraph 26. The foregoing indemnification shall be in addition to and shall not limit any other indemnifications contained in this lease and shall not reduce or limit LESSEE'S obligations under this paragraph 26. 27. PARKING: Unreserved. 11 28. RUBBISH REMOVAL: The LESSEE is responsible for their waste and rubbish removal and shall contract with a private waste disposal company for both trash and any grease and/or other food related waste. The LESSEE is responsible for all costs associated with the placement of a dumpster(s) on the premises (i.e., concrete pad if necessary) and must receive the LESSOR'S prior approval for the dumpster(s) location. 29. MISCELLANEOUS: No consent or waiver, express or implied, by the LESSOR to or of any breach in ·the perf01mance by the LESSEE under this lease shall be construed as a consent or waiver to any other breach by the LLESSEE of the same or any other covenant or agreement. Failure on the part of the LESSOR to complain of any action or non-action on the part of the LESSEE or to declare the LESSEE in default, no matter how long such failure may continue, shall not be deemed to be a waiver by the LESSOR of any of its rights under this lease. If any provision of this lease shall be to any extent deemed invalid or unenforceable, the remaining provisions this lease shall not be affected thereby and shall remain valid and enforceable to the fullest extent permitted by law. The LESSEE acknowledges that other tenants of the LESSOR at the Premises are entitled to the quiet and peaceful enjoyment of their respective leased premises, and the LESSEE agrees that its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers shall not interfere or hinder the rights of other tenants to peacefully enjoy the premises. This lease shall constitute the only agreement between the parties relative to the demised premises and no oral statements and no prior written matter not specifically incorporated herein shall be of any force and effect. In entering into this lease, the LESSEE relies solely upon the representations and agreements contained herein. The LESSEE further acknowledges that it has been afforded the opportunity to have legal counsel of its own selection review this lease and approve the terms and conditions hereof. This lease shall not be modified except by a writing executed by both parties. This lease shall be governed and conshued in accordance with the laws of the Commonwealth of Massachusetts, and any claim, action, suit or other proceeding initiated hereunder shall be brought in courts of competent jurisdiction located in Plymouth County, Massachusetts. 1? The LESSEE acknowledges that the LESSOR shall designate an LLC as the Landlord and it is specifically understood and agreed that there shall be no personal liability on the part of any manager, member, beneficiruy, partner, trustee or shareholder of the LESSOR arising out of any damages suffered by the LESSEE or its employees, officers, directors, agents subtenants, contractors, suppliers, licensees, invitees or customers; or for any breach of the lease by the LESSOR. The LESSEE and LESSOR acknowledge that the party(ies) executing this lease have been duly authorized to act on behalf o the LESSEE and LESSOR respectively pursuant to a binding corporate vote, bylaw provision or management agreement. IN WITNESS WHEREOF, the said parties hereunto set their hands and seals ~· 22ad day af DKe~ LESS s edi·Spa Inc. Date: 12.22.16 By · s CEO Je frey Roos r>fL~y k LESSOR: South Shore BioPharma, LLP By it's General Partner Christopher Roos Date: 12.22.16 DISCLAIMER In the event of a breach of this contrnct, it is expressly unde1·stood that neither the RMD license nor any supplies, inventory, or equipment which may contain traces of marijuana may be seized, attached, or liened to secure payment of damages. EXHIBIT A ADDENDUM~ The total budget presented for a turn-key facility is $1,981,000. The rent per month is calculated at .18 % of the total facility cost. The yearly base rent in year one as per the lease is $356,580 yearly or $29,715 monthly. 14 EXHIBITB RIDER A: CONTRA CT CONTINGENCY ON FEES BEING COMMERCIALLY REASONABLE The under$igne<I parties execute this "Rider A", to ensure thnt all contracts are contingent upon a continuing de~laration by Urn Ma:;oaohu~et!s Deportment of Public Hoalth, as the <ll1forcement agent which ensul'es regulato1y compliance wcth the ACT FOR TIIB HUMANlTARfANMEDICAL USE OF MAR!JlJANA, chapt~r 369 of the Acts of2012, "1l1c Acf', its applicable regulations• lOS CMR 725.000, "MMJ regulaticns "and guidance complia11ro doc\1ments wl!id1 set forlll compliance guid<>uce regarding con11acts with third .. µmiios befog "commercially reasonable" that tho CQntract is and remains -0omme:rcially reusonable. A Registered Marij1mno Dispensary, "RMD" which enters into contracts with tl>h'd-parlies mus1 ensure that said llOntruct provi~ions regarding fees to be paid to tliat cQtJUt~rparq:, are "commerdally reasonable" and must be able 10 void any coi>tnwt which is not commercially reasonable or be ill violati<>ll wilh regulatory provisions. 'I he following eontract contingency shall be affo:e<t to each <::ontract entered into by a license<! RMD and tlie third-part:y and be binding upon Ute contract parties thereto: l. lt is understood and agreed by the Partks dJat the contract with an RMD shall bo in conformity wiU1 the Ad, ihe IJPH regnl•tions nnd any compliance guidance lssuerl by DPH, and the contract being eontingent upon it being in conformity with law and re1wtatio11s, becomes voidable if and when the partie> can no longer perform upoh it witliout i1ffe•1dlng a provision of dw Act, the DPH regulntions, ·or cornplian<:e guidance. Specificali)', the undersigned agree that t.h• third·pmty cm1mict enterell int<.> shall be for compen&atfo11 \Vhich is c:omn1ercially reasonable, as that letm is int\!rpreted b}' the Act. ihe DPI-f regulations1 and con1pliance guidance interpreting lhe term: that in the event it is alleged and provl!d by any public ag01ic.y clothed wiUi authority for enforcing the Ac! or DPH regulations, then Rt !he npHon of the RMD, the contmct !llay b• vuided; provided, hOWffiler, that Lhe following occur: a.) nie thitd-party con1111c<.or shall have the right and Opportunily to defuml [IS position thnt its foe or price gtructute is commercially reHSortable given the risks inherent in th~ businoss type, and the RMD shall cooporar.e with th~ etl'o11 of its oow1tetp11tty to dcfund ils foo structur-:: as being commorcia!ly reaso11able prio1· to the·RMD exercising this option to void lhc agreoment; 2nd b.) Pmvidcd that if it be necessary fbr the R.\1D to void the contract because a th!rd·pa1ty controct is determined to not be commercially reasonable, the HMD must allow tho third·purty vendor to ttme11d said contract into bocoming commercially reasonable; and c.) Provided !~at if it becomes necessary fur the RMD to void a third-party comract, nny fund5 lent tu or Invested directly intu the RMD shall be returned, aod all payments of inrerast on notos, rent, 01· other paymeniS then due ~11d payable must be paid up to tl1e formal date of tern1hiation as if vali4, 2. Ench' \1fthe undersigned hereby agtee !hat the llMO which enters int>> a ihiril-party contract will not seek to avoid the agreement solely to gain 11dvanlllgc or to ,.,,._rrice the cotmact enwred into u.nless it can demonstrate that its decision to e11tcr into said contract was oocrcr,d or the. subject. ofba<Maith. Executed as a aeale<l in•trurncnt as of this .l2.22day of20t 6. South Shore BioPharma: By: EXHIBIT II Norwell Letter of Suppon & Norwell Updated Propenv Interest Mass Medi-Spa Application 1 of 2 Mass rQlet'IPSpa-Ap19fisatiott+0 t.a TOWN OF NORWELL 345 MAIN STREET NORWELL, MASSACHUSETIS 02061 Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy Street, 11th Floor Boston, Massachusetts 02111 August 26, 2015 RE: Letter of Non-Opposition for Mass Medi-Spa, Inc. Dear Commissioner Bharel: Please be advised that the Town of Norwell (the "Town") has been contacted by Mass Medi-Spa, Inc. ("MMS") regarding its plans to locate a proposed Registered Marijuana Dispensary (an "RMD") in either the Business C-1 or C-2 Zoning Districts, both of which are zoned to allow such use following the issuance of a special permit by the Norwell Board of Appeals. On November 20, 2013 the Board of Selectmen (the "Board") issued such a letter to MMS in relation to a prior application for a license to operate an RMD in Norwell. The Board has had several discussions surrounding the issue of medical marijuana facilities and believes that these types of facilities are business opportunities for the Town. The Town Administrator and the Board have recently met with representatives of MMS and discussed their intentions to operate an RMD in the Town of Norwell. These preliminary discussions have been positive and the Town has no present opposition to, and is willing to further explore options with, MMS for locating and operating in town. Should a license be granted, the Selectmen will work with its Department Heads and local stake holders to ensure compliance with MGL 369, An Act for the Humanitarian Use of Marijuana for Medical Purposes, as well as the regulations of the Department of Public Health, and the by-laws of the Town of Norwell, which by-laws include a requirement that "any medical marijuana treatment center shall not be located within 500 feet of any lot with a residence, school or daycare facility." Department of Public Health Medical Use of Marijuana Program August 5, 2015 Page 2 Mass Medi-Spa Application 1 of 2 The Board of Selectmen acting on behalf of the Town of Norwell does hereby provide non-opposition to Mass Medi-Spa Inc. to operate a Registered Marijuana Dispensary in Norwell. I have been authorized to provide this letter on behalf of the Board of Selectmen by a vote taken at a duly noticed meeting held on August 19, 2015. The Board of Selectmen has verified with the appropriate local officials that the proposed RMD facility will be located in a zoning district that allows such use by right or pursuant to local permitting. Very t ly yours, ~ '"~l/~~~~I Board of Selectmen cc: Mass Medi-Spa, Inc. STANDARD FORM COMMERCIAL LEASE-NET By and Between CORDWAINERl, LLC LESSOR And SOUTH SHORE BIOPHARMA LLP LESSEE 1. PARTIES: . oi:-c 2 2 201s Tlus lease (the "Lease") dated for reference purposes oniy 1s made by and between CORDWAINERl, LLC, hereinafter "CORDWAINERl", as LESSOR, which expression shall include heirs, successors and assigns where the context so admi:ts, does hereby lease to SOUTH SHORE BIOPHARMA, LLP, hereinafter "SSBP", or their designee or entities, and LESSEE, which expression shall include successors, executors, administrators and assigns where the context so admits, subject however, to the provisions of Paragraph 16. The LESSEE hereby leases the following described premises ftomLESSOR: 2. PREMISES: That ce1tain real property ofapproximately 2.87 acres, located at lot 9, 400 Cordwainer Drive, in Nmwel!, Massachusetts, hereinafter "Premises". 3, INITIAL TERM: Thirty six (36) months commencing October 1, 2016, and ending September 30, 2019. 3A. Option to Renew Provided LESSEE is not in default at the time, LESSEE shall have the option. to extend the Lease for three additional successive twenty four (24) month periods. LESSEE sliall provide written notice of its intent to exercise said options no less than nine (9) months prior to Lease expiration or Lease Extension. All te1ms and conditions of this Lease will remain in effect throughout the extension pe1iods with the exception of Base Rent which shall be at the then Market Rent Valve, hereinafter "MR V". l.4'l~ I Six months prior to the Lease expiration date, the paities shall attempt to agree upon a new MRV. If agreeme'ht cannot be reached, witltin thirty days, then LESSOR and LESSEE shall have the following approach to establishing thenewMRV: (a) (b) Lessor and Lessee shall immediately appoint a mutually acceptable appraiset· or broker to establish the new MRV within the next 30 days. Any associated costs will be\pJit equally between the Parties, \ ( !:M,,. .... f-1:...,..~s·) / tesso1 arnl-L-essee-shalteaeh-1nmecliately-make-a-reasenahle-delefffiinatie~ MltV amhrnbmit saclt determhiaHen,in-wffiing,te a!'bitratie11. / When determining ~ few MRV, tlte Lessor, Lessee and Consultants shall consider the terms of comparable market transactions which shall include, but not be limited to, rent, rental adjustments, abated rent, lease term and financial condition of tenants. 2 Ml 1l7·000•· l%7134,l 2. ), / / (c) d' (~ I cJJ (~ Notwithstanding the foregoing, the new Base Rent dul'ing the extension periods shall not be less than the rent payable for the month immediately pl'eceding the rent adjustment. Upon the establishment of a new Base Rent which is applicable during the extension periods: . ' I (i) Such will become the new "Base Rent" for the extension period, and (ii) The first month of the extension period shall become the new "Base Month" for the purpose of calculating any further adjustments in Base Rent. For the avoidance of doubt the Base Rent shall be re-established eve1y 2 years after the Initial Term. 4. BASE RENT: LESSEE shall pay to the LESSOR $5,022.50 Base Rent per month. Base Rent payments shall be paid by LESSEE and received by LESSOR on or before the first of each calendar month. Subject to LESSEE' s election to defer Base Rent as provided below, any rent payment that is received by LESSOR more than 10 days after it is due, shall be subject to a l 0% administrative charge, to cover LESSO R's cost of administering the late payment, which administrative charge shall be immediately due and payable as additional rent. LESSEE may defer Base Rent Payments for the initial 12 months of the Lease term or until LESSEE receives funding from outside investors, whichever occurs sooner, provided that the Base Rent rate for each defen-ed month increases by 6% per annum and all defen·ed Base Rent payments al'e made prior to the end of the thirteenth month of the Lease term. LESSEE's failure to pay all defened Base Rent Payments by the end of the thirteenth month of the Lease term shall constitute a default by LESSEE. S. ADDITIONAL RENT: In addition to Base Rent, LESSEE shall pay for all taxes, property and liability insurance, repair (including structural and non-st!'uctural repairs), maintenance and utility costs associated with the Premises and shall indemnify, defend and hold LESSOR free and harmless from all of the same. Notwithstanding the foregoing, LESSOR shall have the l'ight to approve the fol'm and amoun~all insurance coverage provided by' LESSEE, as well as the quality of the carders Wl'iting s7h insurance coverage. 6. OPTION TO PURCHASE: Pl'Ovided LESSEE is not in default and has never missed a scheduled Rent payment, LESSEE shall have the option to purchase the Premises at a price of$1,004,500.00 plus a 3 M.11!1.l)IJ(l •• ;1%?134.J compounded rate of 6% per annum added to the option price, prorated monthly plus all Base Rent Payments which are due as of the date of purchase, including interest at 6% per annum on any defun·ed Base Rent Payments which are outstanding as of the date of purchase. The Option shall be valid for the thhty-six (36) month initial Lease term. If LESSEE elects to exercises its option, it shall do so by providing LESSOR written notice of its intent to exercise said option thirty (30) days prior to closing. Closing shall occur no later than the thirty first (31'~ day fullowing LESSEE's delivery of said notice. LESSEE shall be responsible to one hundred (I 00%) percent of any closing costs associated with the sale. If LESSEE fails to exercise the option to purchase, then LESSEE shall exercise the option to renew set faith in Paragraph 3A. 7. SECURITYDEPOSIT: Waived. 8JNSURANCE PURCHASED BY LESSOR: Notwithstanding LESSEE's obligation to pay for all taxes, property and liability Insurance, repair (including structural and non-structural repairs), maintenance and utility costs associated with the Premises, LESSEE shall also reimburse LESSOR for the cost of any reasonable insurance LESSOR purchases to maintain liability coverage on the Premises. The insurance reimbursement shall be made each year before the renewal rate for the next insurance cycle begins. 9. UTILITIES: LESSOR shall have no obligation to provide utilities or equipment to the Premises. In the event LESSEE 1·equires additional utilities or equipment, the installation and maintenance thereof shall be LESSEE'S sole obligation, provided that such installation shall be subject to LESSOR'S written consent, which shall not be unreasonably withheld conditioned or delayed. LESSOR shall not be liable for any interruption of electricity, gas, water, telephone, sewage, heat or other utility supplied to the Premises. 10. OTHER EXPENSES: Any and all costs attributable to the Premises are the responsibility of LESSEE. 4 Mlll'J·oot-2%1ll4.l 11. USE OFLEASEDPREMISES: LESSER shall use the Premises for the purpose of developing a marijuana dispensary and for no other purpose. r -ESSOR shall have the right to conduct periodic tests of soils, and other environmental elements of the Premises at its sole discretion and LESSEE shall reimburse LESSOR the cost incun·ed by LESSOR in doing so. LESSOR shall cooperate, at no cost to LESSOR, with LESSRE's efforts to develop the facility including the signing of documents and other reasonable requests. 12. COMPLIANCE WITHLAWS: LESSEE acknowledges that no trade 01· occupation shall be conducted at, on 01· within the Premises or use made thereof which will be unlawful, or contrary to any municipal code, regulation, law or ordinance in force in the city or town in which the Premises are situated. LESSEE warrants and represents that the pet·mitted use set forth in Parngraph J l of this Lease is allowed by all applicable laws. 13. INSURANCE T .ESSEE shall provide all required insurance (Including, without limitation, property insurance at full replacement cost and liability insurance having limits of liability of at least $1,000,000 in the aggregate). 14. REPAm AND MAINTENANCE: LESSEE shall be responsible for all repair (including structural . and non-structural repair) and maintenance of the Premises including, without limitation, compliance with any government requirements. 15. ALTERATIONS/ADDITIONS: Intentionally left blank 16. ASSIGNMENT AND SUBLEASING: LESSEE shall not assign or sublease the whole or any part of the Premises without LESSOR'S prior w1·itten consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding such consent, LESSEE and the gua!'anto!"named at the end of this Lease, shall remain liable to LESSOR fot• the timely payment of a11 rent, including rent adjustments, provided for in this Lease. I 17. SUBORDINATION: 5 Mll.31·000 ··296113'1.l The Lease shall be subjected and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or at any time hereafter taken by LESSOR, which constitutes a lien on the propetiy constituting the Premises. At LESSOR's request ftom time to time, LESSEE shall promptly execute and deliver such written instruments as shall be necessary to show the subordination of this Lease to said mo1tgages, deeds of trust, 01· other instrument in the nature of a mortgage; provided, however, that LESSOR provides a subordination non-disturbance and atonement agreement in the standard fo1m used by the lendei• in question, recognizing the rights and obligations of the LESSEE hereunder. 18. LESSOR'S ACCESS: LESSOR and LESSOR's agents may, at reasonable times, enter to view the Premises and remove placards and signs not approved and affixed as herein provided on the building and make repairs and alterations as LESSOR should elect to do and may show Premises to others, and at any time within six (6) months before the expiration of the term, may affix to any suitable part of the Premises a liotice of letting or selling the Premises or property of which the Premises are a part and keep the same so affixed without hindrance or molestation, so long as the affixation shall not hinder the reasonable operations of LESSEE. The LESSEE shall permit access to the space for reading of the utility meters. LESSOR may also access the Premises without notice to LESSEE at any time in which exigent circumstances warrant immediate entry for inspection or repair. The parties agree .ihat forty-eight (48) hours notice, verbal or written, is reasonable notice of the purpose of this Lease. It is expressly understood that landlord cannot access areas in which marijuana is present. Any inspection of areas in which marijuana is present must be made visually from enclosed at·eas 01· by a registered Dispensary Agent. 19. INDEMNIFICAITON AND LlABILITY: LESSEE shall save LESSOR harmless and indemnified from all direct injury, loss, claims or damage whatsoever to any person or property in or about the demised Premises arising from any act, omission 01• negligence of the part of the LESSEE or its employees,. officer, dit"ectors, agents, subtenants, contrnctors, suppliers, licensees, invitees or customers including, without limitation, claims/damages occasioned by the use or escape of water or by tlie bursting of pipes, resulting from neglect in not removing snow and ice from the walkways or sidewalks adjacent to or bordering upon the Premises, or by any nuisance made or suffered on the Premises. Up011 written notice from LESSOR, LESSEE shall immediately take over LESSOR'S defense in any action related to such matters for which LESSEE hereby agrees to indemnify LESSOR, using legal counsel approved by LESSOR. In the event that LESSEE fails to so indemnify and defend LESSOR, LESSOR shall be entitled to 1·ecover its costs, including attorneys' fees and insurance deductibles, for defending against such claims. 6 Ml l37·DOO-l961ll4.l 20. LESSEE'S LIABILITY: LESSOR and its employees, manager, agents, contractorn or assigns, shaU not be liable for any damages to the pel'son or propel'ty of LESSEE o!' its employees, officers, directors, agent~, subtenants, contractors, suppliel's, licensees, invitees or customers, except where such damage is attributable to the gross negligence of LESSOR in the performance or failure to perform any of the obligations of LESSOR undel' this Lease. Jn any event, LESSOR shall not .undel' any circumstances be liable to LESSEE for any injul'y, loss, claim or damage resulting from the interruption of business due to tire, explosion, utility failure, dampness, flooding, Act of God, hidden defects on the . Premises or acts or omissions of persons occupying aqjacent p!'emises. 21. J!'IRE CASUALTY AND EMIMENT DOMAIN: Should a substantial portion of the Pt·emises OJ' of the prnpel'ty of which they are a pm1, be damaged by fire Ol' other casualty or be taken by eminent domain, LESSOR may elect to terminate this Lease unless Lessee continues to pert'Ol'm under this lease. ~-------------- LESSOR reserves, and LESSEE grants to LESSOR, all l'ights wl1ich LESSEE may have for damages or injury to the Premises for any taking by eminent domain, except for damage to the LESSEE'S fixtures, property, equipment or business 1·elocation expenses. 22. DEFAULT AND BANiffiUPTCY: LESSEE shall be conside!'ed in default under this Lease as follows: a) LESSEE'S failure to timely pay when due any installations of rent, or othel' sum herein specified; or, b) LESSEE shall defuult in the obsel'vance or pe!'formance of any thereof the LESSEE'S covenants, ag!'eemeJJts, or obligations hereunder which shall not 7 MIU1-opo--1'J'11l4.l ! be cured within ten (10) days after wi·itten notice theretofore, or such longer period as in LESSOR'S sole discretion may be reasonable necessary to cure such default, provided the. LESSEE is diligently pursuing such cure, but in no event longer than thirty (30) days without the LESSOR'S written consent; or, c) LESSEE shall be declared bankrupt or insolvent according to law, 01·, if any assignment shall be made of LESSEE'S property for the benefit of creditors; or d) The dissolution ofLESSEE'S corporation, voluntarily or involuntarily. Upon LESSEE'S default, LESSOR shall have the right thereafter, while such default continues, to 1·e-enter and take complete possession of the Premises, to declare the term of this Lease ended, and remove LESSEE'S effects, without prejudice to any remedies which might· be othe1wise used for arrears of rent or other default. In addition, upon LESSEE's default, LESSOR shall have all of the other remedies prnvided in Section 1951 of the California Civil Code. LESSEE shall also be liable for LESSOR's attorneys' fees incurred for any reason related to LESSEE'S default, including comt costs and attorneys' fees for having to commence and prosecute eviction or other legal proceedings against LESSEE, all reasonable expenses incul1'ed by LESSOR in attempting to re-let the Premises or parts thereof (including adve1tisements, brokerage commissions costs of cleaning, repairing and preparing the Premises for occupancy by a new tenant) and all of LESSOR'S other reasonable expenditures necessitated by the terminating of this Lease, including the costs of insuring the Premises and storing LESSEE'S personal property. However, due to the sensitivity of the product being manufactured, should the LESSOR wish to take possession due to a default, LESSOR shall provide 90 days from the date an execution issues in a court to allow the premises to be vacated in broom-clean condition. The LESSEE shall present the LESSOR with a closure plan and the LESSOR shall not reenter the premises until the 91 st day after the right inures to the LESSOR or when the closure plan is duly approved by Mass DPH ot' as soon as the·Jil:emises a1·e certified by a HAZ Mat company to being broom clean with all trace elements of marijuana removed. I During the 90 day period after default notices were issued, the LESSOR and LESSEE shall jointly establish a curl'ent inventot·y of all plantings contained within the premises. 'fhe LESSEE or its sub LESSEE shall have the right to continue the cultivation of all existing inventory and either sell it to registered patients or sell up to 30% to other RMD's or destroy all unused inventory. The LESSEE may have an additional 30 days to execute upon the closure plan if needed to harvest and sell off the additional invent0ry. 8 23.NOTICE: Any notice from LESSOR to LESSEE relating to the Premises 01• the occupancy thereo:I; shall be deem\ld duly serviced, if mailed certified tttai~ return receipt requested, to the P1·emises, via facsimile/email to LESSEE for which the LESSOR obtains a facsimile/email confirmation or served in hand upon any pel'Son in charge of LESSEE at the Premises. Any notice which is mailed as provided herein, shall be mailed certified mail return receipt requested, to LESSEE at 26 Feeding Hills, MA 01030. To LESSOR, notice is to be sent in name of LESSOR at 36 Salt Bush, lrvirte, CA 92603. :24. SURRENDER & HOLDING OVER: LESSEE shall at the expiration or other termination of this Lease remove all LESSEES' goods and effects form the Premises, (inclnding without hereby limiting the generality of the foregoing all signs and lettering affixed or painted by LESSEE, either inside or outside the Premises). LESSEE shall deliver to LESSOR the Premises and all keys, locks thereto, and other fixtures connected therewith, and all alterations and additions made to our upon the leased Premises, in good condition, damage by fire or other casualty only excepted. In addition to any other lights LESSOR may have unde1· applicable law, in the event of LESSEE'S failure to remove any of LESSEE'S property from the Premises, LESSOR is hereby authol'ized (but not obligated) to remove and store any of the property at LESSEE'S expense. LESSEE shall have no dght to hold over beyond the Lease te1m. In the event LESSEE remains in possession of the Premises after the e]{p!ration of the term created hereunder and without the execution of a new lease, LESSEE, at the option of LESSOR, shall be deemed to be occupying the Premises either as a Tenant at Sufferance of as a month to month Tenant, at a monthly rental equal to the sum of the monthly rent installment, plus 50% of Base Rent payable dilling the last month of the term and any additional rent provided in this Lease. :ZS. BROKERAGE: LESSEE and LESSOR represent and warrant to the other that it has had no dealings with any person, firm, 61-okei· 01· finder in connectlo11 with this Lease, and that no one is entitled to any commission or finders fee herewith. l6. CONDITION OF PREMISES: 9 J LESSEE will take occupancy of the Premises in "as is" condition and by executing this Lease, hereby releases LESSOR from any loss or liability to LESSEE or any third parties, as a result of the condition of the Premises. LESSEE shall be responsible, at its sole cost, for all signage including placement and compliance with all Town ofNorwell's ordinances. 27.ACCESS: LESSEE will have access to the Premises 24 hoUJ·s a day, every day, unless prohibited by any appllcable governmental codes, laws or regulations. 28. HAZARDOUS SUBSTANCES: LESSEE ag1•ees not to dump, flush or in any way introduce any environmentally sensitive materials or contaminants of any sort including, without limitation, hazardous materials, hazardous substances or toxic substances (collectively, "Envil'onmentally Sensitive Materials"), onto the Premises or into the the septic, sewage or other waste disposal system serving the Premises, nor to generate, store or dispose of any of the same in or on the Premises 01· dispose of any of the same :from the Premises to any other location. LESSEE agrees to notify LESSOR of any incident which would require the filing of a notice under appllcable federal, state bl' local law. LESSEE agrees not to store any Envil'onmentally Sensitive Materials on the Premises without first submitting to LESSOR a list of the same and all permits required therefore and thereafter providing to LESSOR on an annual basis LESSEE'S certification that all such permits have been renewed with copies of such renewed pel'1tlits. LESSEE agrees to comply with all provisions of this Lease and with the orders and 1·egulations of all governmental authorities with respect to zoning, building, fire, health and other codes. Haza1·dous materials, hazardous substances and toxic substances, as used in this paragraph, shall be read in the broadest sense under federal and State of Califomia law. LESSEE agrees to save, defend, hold harmless and indemnify LESSOR, using legal counsel approved by LESSOR, with respect to the cost of all fines or penalties imposed by any governmental authority and the cost of any clean-up-activities that are necessary on the Premises or the property on which the Premises are located (including attorneys' fees) as a result of failure to comply with the provisions of this Paragraph 28. The foregoing indemnification shall be in addition to and shall not' ·limit any other indemnifications contained in this Lease and shall not reduce or limit LESSEE'S obligations under this paragraph 28. 29. :PARKING: 10 We ~.,. mot on numerou• °""""lon••in«-Ml137.{la~!~t1~ I No reserved patking on the Premises. 30. RUBBISH REMOVAL: LESSEE is responsible for theil' waste and rubbish removal and shall contract with a private waste disposal company for both trash and any grease and/or other food related waste. LESSEE ls responsible for all costs associated with the placement of a dumpster(s) on the Premises (i.e., concrete pad if necessary) and must receive LESSOR'S prim· approval for the dumpster(s) location. 31. MISCELLANEOUS: No consent or waiver, express or implied, by LESSOR to or of any breach in the performance by LESSEE under this Lease shall be construed as a consent or waiver to any other breach by LLESSEE of the same or any othe1• covenant or agreement. Failure on the part of LESSOR to complain of any action or non-action on the prut of LESSEE or to declare LESSEE in default, no matter how long such failure may continue, shall not be deemed to be a waiver by LESSOR of any of its rights under this Lease. If any provision of this Lease shall be to any extent deemed invalid or unenforceable, the remaining provisions:this Lease shall not be affected thereby and shall remain valid and enforceable to the fullest extent pennitted by law. LESSEE agrees that if there are any other tenants of LESSOR on the Premises, LESSEE shall 1·efrain from any acts or omissions which "interfere with the quiet and peaceful elij oyment of ·such other tenants, and LESSEE agrees that its employees, officers, directors, agents, subtenants, contractors,.suppllers, licensees, invitees or customers shall not lntetfere or hinder the rights of any such other tenants to peacefully enjoy the Premises. This Lease shall constitute the only agreement between the parties relative to the demised Premises and no oral" statements and no prior written matter not specifically incorporated herein shall be of any force and effect. In entering into this Lease, LESSEE relies solely upon its own investigation of the Premises. This L~ase shall not be modified except by a writing executed by both parties. This Lease shall be governed and construed in accordance with the laws of the State of California and any dispute or claim al'ising under this Lease or the breach thereof shall be settled by binding arbitration conducted by JAMS in accordance with the JAMS Comprehensive AJ.·bitration Rules and Procedures ("Rules"). The arbitration shall be heard by one arbitrator to be selected in accordance with the Rules, in Ornnge County, 11 California. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. LESSEE acknowledges that LESSOR is a limited liability company and it is specifically understood and agreed that there shall be no personal liability on the part of any manager, member, beneficiary, partner, tmstee or shareholder of LESSOR arising out of any damages suffered by LESSEE or its employees, officers, directors, agents subtenants, contractors, suppliers, licensees, invitees or customers; or for any breach of the Lease by LESSOR. In addition, LESSOR and LESSEE agree that LESSOR shall not be liable for 1 any consequential, incidental, special or exemplary damages related to or arising out of this Lease or LESSEE's occupancy of the Premises. LESSEE and LESSOR acknowledge that the party(ies) executing this Lease have been duly authorized to act on behalf of LESSEE and LESSOR respectively pm·suant to a binding cmporate vote, bylaw provision or management agreement. In the event any litigation, arbitration, mediation or other proceeding is initiated by any party against the other party, to enforce, inte1pret or othetwise obtain judicial 01· quasi-judicial relief in connection with this Lease, the prevailing party shall be entitled to recover from the unsuccessful party, all costs, expenses, attorneys' and expert witness fees, irrespective of whether any such proceedings P.roceed to judgment. JN WITNESS WHEREOF, the said parties hereunto set their hands this Zz....;a . day· of December 2016. DEC 2 2 2016 LESSOR: Cordwainel'l, LLC Date: By its Manager Hilton H Schlosberg ~~/z,;,P _L_E_S_S_E~E"': -S-ou_t_h~S~h-01-·e-B-io_P_h-a1-·m-a-, .~L~L°l1"'i<1.,...._c-- December 23rd 2016 By its General Partner Chl'istopher Roos Date: GUARANTEE: The undersigned hereby gttal'antees the full performance of LESSEE under this Lease, just as if the undersigned Guarantors were a patty to this Lease, and agrees that LESSOR may either concu1·1·ently OI' independently pursue recovery against the undersigned· Guamntors, in the event of. a default by LESSEE, without first exhausting its remedies against LESSEE. Mll37.Qull-2t6'11H.l 12 d GUARANTOR: Chl'istopheJ• Roos Date: 12/23/16 Signature: EMAIL: rooste1'205@hotmail.com GUARANTOR: Jeffrey Roos Date: 12-23-16 Signature: f ef /2-..- EMAIL: jeff@massmedispa.org 13 Ml 131.-0ll0--1.9(•7U4.1 STANDARD FORM COMMERCIAL LEASE By and Between 1. PARTIES: SOUTH SHORE BIOPHARMA LLP LESSOR And MASS MEDI-SPA, INC. LESSEE South Shore BioPharma LLP, hereinafter "SSBP'', as LESSOR, which expression shall include heirs, successors and assigns where the context so admits, does hereby lease to Mass Medi-Spa, Inc., hereinafter "MMS", or their designee or entities, LESSEE, which expression shall include successors, executors, administrators and assigns where the context so admits. The LESSEE hereby leases the following described premises: 2. PREMISES: This single purpose building includes the land area and building of approximately 40,600 +I-square foot light industrial/ commercial space located at lot 9, Corwainer Drive, in Norwell, Massachusetts, "Premises". All plans specifications, building permits and other plans which comprise "building plans are to be incorporated in this section as if set forth herein and LESSOR shall deliver to LESSEE a building substantially completed as planned. 3. TERM: Commencing October I, 2016, or five days after the building receives an occupancy certificate if the building cannot be delivered by the 1'1 of October and for a tenn of Twenty (20) years through September 30, 2036. 3A. OCCUPANCY/LESSOR TO ACCOMMODATE EARLY ENNTRY: The LESSEE will be allowed access during times when construction is not yet completed assuming construction management can accommodate entry and inspection; 4. RENT: The LESSEE shall pay to the LESSOR rent at the rate of: Years 1-20. the rental rate will be calculated to be the total of all costs to erect the turn- key building as set forth in the agreed budget which shall include costs of land, hard construction costs, contingencies used, and all soft costs, then multiplied by .18, the yearly rate at which rent will be paid. The monthly rent shall be the yearly rent divided by l 2. In addition to rent, the LESSEE pay rent NNN + Utilities; Beginning in year 1 l, the rent escalation clause will be in place. Each year after year 10, rent will increase a total of 2%. The LESSEE acknowledges that this is a "triple net" lease pursuant to the above "NNN" designation and further that the LESSEE is responsible for the payment of any additional rent as defined in Paragraph 6 of this lease if applicable. Lessee will be provided an estimate of what the expected charges for taxes, water, sewer and insurance will be, and unless otherwise agreed, will pay all additional expenses as they arise. The LESSEE has the option of deferring all of the first year's rent and if the election is made to defer rental payments, the outstanding rental obligation will be added to the total budgeted cost to erect the building and the second year rent will be then determined by multiplying the new building cost number by .18. The monthly rent will be the total yearly rent divided by 12. See Addendum A for cost to turnkey and thus yearly rental rate. All rent payments are due on or before the first day of each month, without offset or deduction for any reason whatsoever by the LESSEE unless defetTed. ln the event of any late payment (within 10 days) of rent or returned rent check for insufficient funds, LESSEE shall tender to the LESSOR an administrative fee equal to $250.00 and for each such occurrence. 4.A OPTION UENT AND/OU TERMS: Rent rate to be determined. LESSEE shall have the option of extending the term l 0 years. 5. SECUIUTY: Waived. ? 6. RENT ADJUSTMENT: LESSEE will reimburse LESSOR for any insurance the LESSOR purchases to maintain liability coverage on the building. The insurance reimbursement shall be reimbursed each year before the renewal rate for the next insurance cycle begins. 6. UTILITIES: The LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment within the premises as of the commencement date of this lease. Tn the event the LESSEE requires additional utilities or equipment, the installation and maintenance thereof shall be the LESSEE'S sole obligation, provided that such installation shall be subject to the LESSOR'S written consent, which shall not be unreasonably withheld conditioned or delayed. The LESSOR shall not be liable for any interruption of electricity, gas, water, telephone, sewage, heat or other utility supplied to the premises. 7. OTHER EXPENSES: any other cost attributable to the building other than items for which the LESSOR is responsible are to be the responsibility of LESSEE. 8. USE OF LEASED PREMISES: The LESSEE shall use the leased premises for a marijuana dispensary so long as the LESSEE maintains necessary licenses thereto. Lessor makes no representations as to permitting and/or final use of the premises other than that the premises are to be for legal purposes and compliant with all local and state ordinances and laws as enumerated herein. 9. COMPLIAINCE WITH LAWS: The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises or use made thereof which will be unlawful, or contrary to any municipal by- law or ordinance in force in the city or town in which the premises are situated. LESSOR warrants and represents that the pe1mitted uses sets forth in Paragraph 8 of this lease are allowed by all applicable laws. Unlawful means that the LESSEE shall comply with all laws relative to the use but that said use may be proscribed under federal laws. 10. INSURANCE The LESSOR will maintain general liability insurance on the property for which LESSEE shall pay for as set forth in Paragraph 6 of this lease. The LESSEE shall not permit any use of the leased premises which will make violable any insurance on the property of which the leased premises are a pa1t, or on the contents of said property or which shalt be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association, or any similar body succeeding to its powers. The LESSEE shall on demand reimburse the LESSOR for any extra insurance premiums caused by the LESSEE'S use of the premises. However, Lessee shall also maintain at their expense (and produce to Lessor a copy of said policy) a liability policy in an amount equal to or exceeding ONE MILLION DOLLARS of general liability and Lessee shall hold Lessor hannless and indemnify Lessor for ALL causes of actions, injuries, claims, suits including reimbursement of reasonable attorney fees for the defense of suits and the declaration of suits to enforce this clause. 11. MAINTENANCE: A. LESSEES OBLIGATIONS; The LESSEE agrees to maintain the interior of the lease premises in good condition, damage by fire and other casualty only excepted, and whenever necessary, to replace plate glass and other glass therein, acknowledging that the leased premises are now in good order and the glass whole. The LESSEE shall not permit the leased premises to be overloaded, damaged, stripped or defaced, nor suffer any waster. The LESSEE shall keep the premises adequately heated for the protection of the plumbing therein. The LESSEE shall obtain the LESSOR'S consent before erecting any sign on the premises, which consent shall not be unreasonably withheld, conditioned or delayed. The LESSESE shall maintain and keep all such permitted signage in good condition and repair. The removal of snow and ice from the walkways and sidewalks adjacent to and bordering upon the leased premises shall be the LESSEE'S responsibility. B. LESSOR'S OBLIGATIONS: 4 The LESSOR agrees to maintain the structure of the building including the roof and the main utilities to the premises, of which the leased premises .are a part in the same. condition as it is at the commencement of the term or as it may be put in during the term of this lease, reasonable wear and tear, damage by fire and other casualty only excepted, unless such maintenance is required because of the LESSEE or those for whose conduct the LESSEE is legally responsible. 12. ALTERATIONS/ADDITIONS: The LESSEE shall not make structural alterations or additions to the leased remises, but may make non-structural alterations provided the LESSOR consents therein to writing, which consent shall not be unreasonably withheld or delayed. For all such LESSOR allowed alterations, LESSEE shall procure each license or permit required and perform such work in compliance with applicable local building and zoning regulations at LESSEE'S Expense, which work shall be in quality at least equal to the present construction. Any alterations or improvements made by the LESSEE shall becom.e the property of the LESSOR at the termination of occupancy as provided herein, unless the LESSOR shall agree in writing at or prior to the installation of such alterations and improvements that such items shall remain the property of the LESEE. LESSEE shall not permit any mechanics' liens, or similar liens to remain upon the leased premises for labor and material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed at the direction of LESSEE. LESSEE shall promptly indemnify and defend LESSOR FROM and against any and all such lien to be released of record forthwith without cost to LESSORS. 13. ASSIGNMENT SUBLEASING: The LESSEE shall not assign or sublet the whole or any part of the lease premises without LESSOR'S prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding such consent, LESSEE shall remain liable to LESSOR for the timely payment of all rent, including rent adjustments in Paragraph 6 of this lease. No consent by the LESSOR to an assignment or sublease shall be deemed to constitute consent to any future assignment or sublease. 14. SUBORDINATION: The lease shall be subjected and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or any time hereafter, a lien or liens on the property of which the leased premises are in part and the LESSEE shall, when requested, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this lease to said mortgages, deeds of trust, or other instrument in the nature of a mortgage provided the LESSOR shall provide a subordination non- disturbance and atonement agreement from all existing and future mortgagees recognizing the rights and obligations of the LESSEE hereunder. 15. LESSOR'S ACCESS: The LESSOR or the agent of the LESSOR may, at reasonable times, enter to view the leased premises and remove placards and signs not approved and affixed as herein provided on the building and made repairs and alterations as LESSOR should elect to do and may be shown the leased premises to others, and at any time within three (3) months before the expiration of the term, may affix to any suitable part of the leased p1·emises a notice of letting or selling the leased premises or property of which the leased premises are apart and keep the same so affixed without hindrance or molestation. So long, as the affixation shall not hinder the reasonable operations of LESSEEE. The LESSEE shall permit access to the space for reading of the utility meters. LESSOR may also access the premises without notice to LESSEE at any time in which exigent. circumstances warrant immediate entry for inspection or repair. The pa1ties agree that forty-eight ( 48) hours notice, verbal or written, is reasonable notice of the purpose of this lease. It is expressly understood that landlord cannot access areas in which marijuana is present. Any inspections must be made visually from enclosed areas or by registered Dispensary agent. 16. INDEMNIFICAITON AND LIABILITY: The LESSEE shall save the LESSOR harmless and indemnified from all direct injury, loss, claims or damage whatsoever to any person or property in or about the demised premises arising from any act, omission or negligence of the part of the LESSEE or its employees, officer, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers; or claims/damages occasioned by the use or escape of water or by the bursting of pipes, resulting from neglect in not removing snow and ice from the walkways or sidewalks adjacent to or bordering upon the premises, or by any nuisance rnade or suffered on the leased premises. Upon written notice form the LESSOR, the LESSEE shall immediately take over the LESSOR'S defense in any action related to such matters for which the LESSEE has agreed to indemnify the LESSOR. In the event that the LESSEE fails to so indemnify and defend the LESSOR. The LESSOR shall be entitled to recover its costs, including reasonable attorney's fees and insurance deductibles, for defending against such claims. 17. LESSEE'S LIABILITY: fi The LESSOR and its employees, manager, agents, contractors or assigns, shall not be liable for any damages to the person or property of the LESSEE or its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees, invitees or customers, except where such damage is attributable to the gross negligence or the LESSOR in the performance or failure to perform any of the obligations of the LESSOR under this lease. In any event, the LESSOR shall not under any circumstances be liable to the LESSEE for any injury, loss, claim or damage resulting from the interruption of business due to fire, explosion, utility failure, dampness, flooding, Act of God, hidden defects on the premises or acts or omissions of persons occupying adjacent premises. 18. FIRE CASUALTY EMIMENT DOMAIN: Should a substantial portion of the leased premises or of the property of which they are a part, be substantially damaged by fire or other casualty or be taken by eminent domain, the LESSOR may elect to terminate this lease. When such fire, casualty, or taking renders the leased premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the LESSEE may elect to terminate this lease if: a) The LESSOR fails to give written notice within thirty (30) days of intention to restore leased premises, or; b) The LESSOR fails to restore the leased premises to a condition substantially suitable for their intended use within sixty (60) days of said fire, casualty or taking. The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the LESSEE may have for damages or injury to the leased premises for any taking by eminent domain, except for damage to the LESSEE'S fixtures, property, equipment or business relocation expenses. 19. DEFAULT AND BANKRUPTCY: The LESSEE shall be considered in default under this lease as follows: a) The LESSEE'S failure to timely pay when due any installations of rent, including LESSEE'S pro rata rent adjustment under Paragraph 6 of this lease, or other sum herein specified; or, 7 b) The LESSEE shall default in the observance or petformance of any thereof the LESSEE'S covenants, agreements, or obligations hereunder which shall not be cured within ten (10) days after written notice theretofore, or such longer period as in the LESSOR'S sole discretion may be reasonable necessary to cure such default, provided the LESSEE is diligently pursuing such cure, but in no event longer than thirty (30) days without the LESSOR'S written consent; or, c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if any assignment shall be made of LESSEE'S property for the benefit of creditors; or d) The dissolution of the LESSEE corporation, voluntarily or involuntarily. Upon the LESSEE'S default, the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE'S effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. However, due to the sensitivity of the product being manufactured, should the landlord wish to take possession due to a default, landlord shall provide 90 days from the date an execution issues in a court to allow the premises to be vacated in broom-clean condition. The tenant shall present the landlord with a closure plan and the landlord shall not re- enter the premises until the 91" day after the right inures to the landlord or when the closure plan is duly approved by Mass DPH or when the premises is certified by a HAZ Mat company to being broom clean with all !race elements of marijuana removed. During the 90 day period after default notices were issued, the landlord and tenant shall jointly establish a current inventory of all plantings contained within the premises. The tenant shall have the right to continue the cultivation of all existing inventory and either sell it to registered patients or sell up to 30% to other RMD's or destroy all unused inventory. The tenant may have an additional 30 days to execute upon the closure plan if needed to harvest and sell off the additional inventory. Upon the LESEE'S default, the LESSEE shall indemnify the LESSOR against all loss of rent, rent adjustments under Paragraph 6 of this lease and other payment which the LESSOR may incur by reason of such terminating during the residue of the term. The LESSEE shall also be liable for the LESSOR'S reasonable attorneys' fees incurred for any reason related to LESSEE'S default, including court costs and reasonable attorneys' fees for having to commence and prosecute eviction or other legal proceedings against the LESSEE, all reasonable expenses incurred by the LESSOR in attempting to re-let the premises or parts thereof (including advertisements, brokerage commissions costs of R cleaning, repairing and preparing the premises for occupancy by a new tenant) and all of the LESSOR'S o.ther reasonable expenditures necessitated by the terminating of this lease, including the costs of insuring the premises and storing LESSEE'S personal property. If the LESSEE shall default in the observance or performance of any conditions or covenants on LESSEE'S part to be observed or pe1·formed under or by virtue of any of the provisions in any article of this lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy any expenditures or incur any obligations for the payment of money in connection therewith, including but not limited to, court costs and reasonable attorney's fees in instituting, prosecuting, or defending any action or proceedings, such sums paid or obligations insures, with interest at the rate of eighteen percent (18%) per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent. 20.NOTICE: Any notice from the LESSOR to the LESSEE relating to the lease premises or the occupancy thereof, shall be deemed duly serviced, if mailed certified mail, return receipt requested, to the leased premises, via facsimile/email to the LESSEE for which the LESSOR obtains a facsimile/email confilmation or served in hand upon any person in charge of the LESSEE at the premises. Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof, shall be mailed certified mail return receipt requested, to LESSOR at 26 Feeding Hills MA. 01030. To the LESSEE, notice is to be sent in name of LESSEE at 2172 S Trenton Way (7-308) Denver, CO. 80231 21. SURRENDER & HOLDING OVER: The LESSEE shall at the expiration or other termination of this lease remove all LESSEES'S goods and effects form the teased premises, (including without hereby limiting the generality of the foregoing all signs and lettering affixed or painted by the LESSEE, either inside or outside the leased premises.) LESSEE shall deliver to the LESSOR the leased premises and all keys, locks thereto, and other fixtures connected therewith, and all alterations and additions made to our upon the leased premises, in good condition, damage by fire or othe.r casualty only excepted. In the event of the LESSEE'S failure to remove any of LESSEE'S property from the premises, LESSOR is hereby authorized (but not obligated) to remove and store any of the property at LESSEE'S expense. Should the landlord wish to proceed under this paragraph, landlord shall follow the procedures outlined in paragraph l 9. C) In the event LESSEE remains in possession of the premises after the expiration of the term created hereunder and without the execution of a new lease, LESSEE, at the option of LESSOR, shall be deemed to be occupying the premises either as a Tenant at Sufferance of as a LESSEE from month to month, at a monthly rental equal to the sum of the. monthly rent installment, plus 10% of base rent payable during the last month of the term and the LESSEE'S additional rent adjustment identified in Paragraph 6 of this lease. LESSEE shall not inte1pose any counterclaim(s) other than compulsory counterclaims, in summary proceedings or other action l;>ased n holdover. 22. BROKERAGE: NIA 23. CONDITION OF PREMISES: The LESSEE will take occupancy of the premises in "as is" condition with the exception of: Landlord: A) Landlord shall establish a punch list for all construction related items and shall cause said punch list to be reviewed by LESSEE and landlord shall construct, fix, reconstruct, or repair when reasonably necessary, all items identified on the punch list. B) The tenant will identify all punch list items and after completion of same will be charged only for materials and not labor to complete the punch list. The costs will be added to the budget which is used as denominator in establishing rent amounts. 24. SIGNAGE: The Lessee shall be responsible for all signage including placement and compliance with all Town ofNorwell's ordinances. 25.ACCESS: Lessee will have access to their leased space 24 hours a day, every day. 26. HAZARDOUS SUBSTANCES: l ·-.... -• LESSEE agrees not to dump, flush or in any way introduce any hazardous substances or any other toxic substances into the septic, sewage or other waste disposal system serving the premises, nor to generate, store or dispose of hazardous substance in or 011 the premises or dispose of hazardous substances from the premises to any other location without the prior written consent of the landlord and then only in compliance with the resource Conservation and Recovery Act of 1986, as amended, 4z U .S.C. 8901 et seq., and all other applicable laws, ordinances and. regulations; to notify LESSOR of any inddent which would require the filing of a notice under applicable federal, state or local law; not to store or dispose of hazardous substances on the premises without first submitting to LESSOR; a list of all such hazardous substance.s and all permits required therefore and thereafter providing to LESSOR on an annual basis LESSEE'S certification that all such permits have been renewed with copies of such renewed permits; and to comply with all provisions of the lease between LESSOR and LESSEE and with the orders and regulations Of all governmental authorities with respect to zoning, building, fire, health and other codes. "Hazardous substances" as used in this paragraph shall name "hazardous substances" as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended, 42 U.S.C., Section 9601, in M.G.L., C. 21Cand21E, as amended, and in regulations adopted pursuant to said Act. LESSEE agrees to save, defend, hold harmless and indemnify LESSOR; with respect to the cost of all fines or penalties imposed by any governmental authority and the cost of any clean-up-activities that are necessary on the premises or the lot on which the premises are located (including attorney's fees) as a result of failure to comply with the . . provisions of this Paragraph 26. The foregoing indempification shall be in addition to and shall not limit any other indemnifications contained in this lease and shall not reduce or limit LESSEE'S obligations under this paragraph 26. 27. PARKING: Unreserved. 1 I 28. RUBBISH REMOVAL: The LESSEE is responsible for their waste and rnbbish removal and shall contract with a private waste disposal company for both trash and any grease a(ld/or other food related waste. The LESSEE is responsible for all costs associated with the placement of a dumpster(s) on the premises (i.e., concrete pad if necessary) and must receive the LESSOR'S prior approval for the dumpster(s) location. 29. MISCELLANEOUS: No consent or waiver, express or implied, by the LESSOR to or of any brnach in the perfomiance by the LESSEE under this lease shall be construed as a consent or waiver to any other breach by the LLESSEE of the same or any other covenant or agreement. Failure on the part of the LESSOR to complain of any action or non-action on the part of the LESSEE or to declare the LESSEE in default, no matter how long such failure may continue, shall not be deemed to be a waiver by the LESSOR of any of its rights under this lease. If any proyision of this lease shall be to any extent deemed invalid or unenforceable, the remaining provisions this lease shall not be affected thereby and shall remain valid and enforceable to the fullest extent permitted by law. The LESSEE acknowledges that other tenants of the LESSOR at the Premises are entitled to the quiet and peaceful enjoyment of their respective leased premises, and the LESSEE agrees that its employees, officers, directors, agents, subtenants, contractors, suppliers, licensees,. invitees or customers shall not interfere or hinder the rights of other tenants to peacefully enjoy the premises. This lease shall constitute the only agreement between the parties relative to the demised premises and no oral statements and no prior written matter not specifically incorporated herein shall be of any force and effect. In entering into this lease, the LESSEE relies solely upon the representations and agreements contained herein. The LESSEE further acknowledges that it has been afforded the opportunity to have legal counsel of i(s own selection review this lease and approve the terms and conditions hereof. This lease shall not be modified except by a writing executed by both parties. This lease shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, and any claim, action, suit or other proceeding initiated hereunder shall be brought in comts of competent jurisdiction located in Plymouth County, Massachusetts. l? Th.e LESSEE acknowledges that the LESSOR shall designate an LLC as the Landlord and it is specifically understood and agreed that there shall be no personal liability on the part of any manager, member, beneficiary, paitner, trustee or shareholder of the LESSOR arising out of any damages sttffered by the LESSEE or its employees, officers, directors, agents subtenants, contractors, suppliers, licensees, invitees or customers; or for any breach of the lease by the LESSOR. The LESSEE and LESSOR acknowledge that the party(ies) executing this lease have been duly authorized to act on behalf o the LESSEE and LESSOR respectively pursuant to a binding corporate vote, bylaw provision or management agreement. IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this _____ day of February, 2016. LESSEE:(!~;§;;-- By its President Jeffrey Roos (>~o..~ /z,;,P LESSOR: South Shore BioPharma, LLP By it's General Partner Christopher Roos Date: Date: DISCLAIMER In the event of a breach of this contract, it is expressly understood that neither the RMD license nor any supplies, inventory, or equipment which may contain traces of marijuana may be seized, attached, or liened to secure payment of damages. 11 EXHIBIT A ADDENDUM A The total budget presented for a tum-key facility is $11,175,627. The rent per month is calculated at .18 % of the total facility cost. The yearly base rent in year one as per the lease is $2,011,612 yearly or $167,634 monthly. 14 EXHIBITB RIDER A: CONTRACT CONTINGENCY ON FEES BEING COMMERCIALLY REASONABLE The undersigned parties execute this "Rider A", to ensure that all contracts are contingent upon a continuing declaration by the Massachusetts Department of Public Health, as the enforcement agent'which ensures regulatory compliance with the ACT FOR Tiffi HUMANITARIAN MEDICAL USE OF MARUUANA, chapter 369 of the Acts of 2012, "the Act", its applicable regulations-l 05 CMR 725.000, "MMJ regulations "and guidance compliance documents which set faith compliance guidance regarding contracts with third-parties being "commercially .. easonable" that the contract is and remains commercially reasonable. A Registered Marijuana Dispensary, "RMD" which enters into contracts with thil'd-parties must ensure that said contract provisions l'egarding fees to be paid to that cQuntel'Party, are "commercially reasonable" and must be able to void any contract which is not commercially reasonable or be in violation with regulatory provisions. The following contract contingency shall be affixed to each contract entered into by a licensed RMD and the third-party and be binding upon tl1e contract patties tl1ereto: I. ft is understood and agreed by the Parties that the contrnct with an RMD shall be in conformity witlt tl1e Act, the DPH regulations and any compliance guidance issued by DPH, and the contmct being contingent upon it being in conformity with law and regulations, becomes voidable if and when the parties can l\O longer perfurm upon it without offending a provision of the Act, !lie DPH regulations, 01· compliance guidance. Specifically, the undersigned agree that the third-patty contract entered into shall be for compensation which is commercially reasonable, as that tetn1 is interpreted by the Act, the DPH regulations, and compliance guidance interpreting the term: that in the event it is alleged and proved by any public agency clothed with authority fo1· enforcing the Act or DPH regulations, then at the option of the RMD, the contract may be voided; provided, however, that the following occur: a.) The third-party contractor shall have the l'ight a11d opportunity to defend its position that its fee or price structure is commercially reasonable given the risks inherent in the business type, and the RMD shall coopernte with the effort of its countetparty to defend its fee structure as being commercially .. easonable p1'ior to the RMD exercising this option to void the agreement; and b.) Provided that if it be necessary for the RMD to void the contract beca11se a third-pmty contract is determined to not be commercially reasonable, the RMD must allow the third-parly vendor to amend said contract into becoming commercially reasonable; and c.) Provided that if it becomes necessary for the RMD to void a third-party contract, any funds lent to pr invested dil'ectly into the RMD shall be returned, and all payments of interest on notes, rent, 01· other payments then due and payable must be paid up to the formal date oftennination as ifvaHd. 2. Each of the undersigned hereby agree that the RMD which enters into a third-pa1'1y co11tract will not seek to avoid the agreement solely to gain advantago or to l'e-pt'ice the contract entered into u.nless it can demonstmte that its decision to enter into said contract was coerced or the subject ofbad,faith. Executed as a sealed instrument as of this! 7 ][.day of 2016. South Shore BioPharma: By: EXHIBIT Ill Draft Lener ol Non-Opposition from Nan1uckel BOS wi1hou1 host agreement conlingencv language loriginal will he sent 10 lhe Depanmem after the BOS meellng on 1/4/16 """""" EXHIBIT V More detailed response to Section D Mass Medi-Spa Application 2 of 2 SECTION D: LOCAL COMPLIANCE Describe how the Corporation has ensured, and will continue to ensure, that the proposed RMD is in compliance will local codes, ordinances, and bylaws for the physical address( es) of the RMD. We have met on numerous occasions since 2013 with Norwell officials in order to ensure that the proposed RMD is in compliance with all local codes, ordinances, and bylaws. In February, 2016, Mass Medi-Spa was issued a Special Permit by the Norwell Zoning Board of Appeals for the 400 Cordwainer Drive location. The site complies with all local zonmg requirements, including local restrictions regarding the proximity ofresidential lots and parcels where children may congregate. To comply with Norwell's zoning bylaw and state regulation, the consumption ofMMJ on the RMD property is strictly prohibited. The site will also comply with local and state rules regarding signage and exterior lighting. The company has retained Norwell based real estate firm Ohrenberger, De Lisi & Harris, LLP, as they are well versed in the local bylaws and will ensure that all local zoning ordinances, codes and bylaws are clearly understood and followed to the letter of the law. Mass Medi-Spa's CEO Jeffrey Roos will continue to meet with the local town planners and other zoning officials as necessary in order to ensure that the non-profit is acutely aware of and in compliance with all local and state codes, ordinances and bylaws for the RMD location. The company has retained Nantucket, MA based attorney Steven L. Cohen, Partner of Cohen & Cohen Law PC. Steven is well versed in the local bylaws and will ensure that all local zoning ordinances, codes and bylaws are clearly understood and followed to the letter of the law. We have met on numerous occasions over the past two years with local officials in order to better understand the intent behind various zoning bylaws. Mass Medi-Spa will continue to meet with the local town planners and other zoning officials in order to ensure that we are always aware of and in compliance of all local and state codes, ordinances and bylaws for the physical address of the RMD. The property located at 41 Old South Rd. #E Nantucket, MA 02554 is zoned Commercial Neighborhood (CN) and an RMD is an allowed use in that zone. The Planning Board shall be the special permit granting authority for any registered marijuana dispensary in the Town of Nantucket, and Mass Medi-Spa will ensure that the Special Permit is received for the intended location. Information on this page has been reviewed by the applicant, and where provided by the applicant, is accurate and complete, as indicated by the initials of the authorized signatory here: ~JR~-- Siting Profile -Page 7 Town and County of Nantucket Board of Selectmen• County Commissione\w~o ieel\S """''"''cC VlN James R. Kelly, Chairman q+\B8H 011qrtd ~a 16 Broad Street Rick Atherton Robert R. DeCosta Matt Fee Dawn E. Hill Holdgate january 4, 2017 Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy Street, 11th Floor Boston, MA 02111 Re: Letter of Non-Opposition for Mass Medi-Spa Dear Commissioner: Nantu~k~~; Massac~ittts 02554 /(IL I\ l ~ Telephone 1508) 228-7255 .~~csj\"il~ (50~/ f,'2~ "'g·#~~·r~~et~~,9'~~~1 C¢"' C. Elizabeth Gibson Town & County Manager Please be advised that the Town of Nantucket has been contacted by Mass Medi- Spa regarding its plans to locate a Registered Marijuana Dispensary in Nantucket. The Board of Selectmen, acting on behalf of the Town of Nantucket, does hereby provide non-opposition to Mass Medi-Spa Inc. to operate a Registered Marijuana Dispensary in Nantucket. I have been authorized to provide this letter on behalf of the Board of Selectmen. Since last providing such a letter on July 23, 2015, the Town and Mass Medi-Spa have entered a Host Community Agreement, dated June 1, 2016. Since the last letter, Mass Medi-Spa has also informed the Board that it has filed a Site Profiling Application for an MRD at 27 Old South Road in Nantucket. The Town has verified with the appropriate offici.als that the proposed locatio~ is in the Commercial Neighborhood (CN) Zoning District, which allows a RMD pursuant to local permitting at the Planning Board. The Town's zoning bylaw defines a "Registered Marijuana Dispensary" as a non-profit that "acquires, cultivates, possesses, processes (including development of related products such as food, tinctures, aerosols, oils or ointments), transfers, transports, sells, distributes, dispenses, or administers marijuana, products containing marijuana, related supplies, or educational materials to qualifying patients or their personal caregivers." Sincerely, ~:~>tt·· CC: Roberto Santamaria, Director of Public Health Andrew Vorce, Director of Planning Jeffrey Roos, Mass Medi-Spa February 22nd, 2017 Massachusetts Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy St., 11th FL Boston, MA 02111 Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). MASS \' I J I /', '~•h>V•c"~ 111-. ·:;o,~ •}1~,~~1 c1,.,,.,.;.i.-: Response to: Request for Information Dear Mr. Roos, dated Februa1y 22, 2017 To Whom It May Concern: Mass Medi-Spa has provided responses and additional documentation to answer all DPH RFI's received on February 22nd, 2017 pertaining to its Siting Profile 2 of 2 (Nantucket). Please also see the following attachments: Siting Profile 2 of 2 RFI Materials included • Exhibit I -27 Old South Rd. P&S • Exhibit II -Downes Estimate establishing fair market cost per square foot • Exhibit Ill -Rider A • Exhibit IV -Zoning Uses Nantucket Should you have any questions or need any further information, please contact Jeffrey Roos at leff@massmedispa.org or 551-689-5179. Sincerely, Jeffrey Roos President & CEO FEB 2 4 2017 Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). Additional or revised information snbmitted for Mass Medi-Spa, Inc. Siting Profile (Application 2 of 2) is provided below in blue. 1. The deadline to execute a purchase and sales agreement appears to have passed under the Offer to Purchase Real Estate, but such agreement has not been submitted to the Department. Instead the Offer to Purchase Real Estate has been re-submitted. Please clarify whether the purchase and sales agreement has been executed. A copy of the Executed P&S is attached as Exhibit I. 2. The applicant has been asked to submit information that the lease agreement with South Shore BioPharma LLP is in compliance with the non-profit requirements of 105 CMR 725.lOO(A)(l) and the Guidance for Registered Marijuana Dispensaries Regarding Non-Profit Compliance. Please be advised that the applicant must submit such information as soon as possible, but prior to receiving a Provisional Certificate of Registration. Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). 3. It is unclear whether Nantucket has adopted local siting requirements for registered marijuana dispensaries. Please submit additional information as to whether Nantucket has adopted local siting requirements. If it has not established local siting requirements, please submit a list of uses within 500 feet of the Nantucket site for review for compliance with 105 CMR 725.l IO(A)(l4). The Town of Nantucket does not have siting requirements, but defines an RMD at 139-2: REGISTERED MARIJUANA DISPENSARY An establishment containing a not-for-pmjit entity, as defined by Massachusetts law only, registered by the Department of Public Health, that acquires, cultivates, possesses, processes (including development of related products such as food, tinctures, aerosols, oils or ointments), transfers, trans11orts., sells, distributes, dispen,\'es, or administers marijuana, products containing marijuana, related supplies, or educational materials to qualifying patients or their personal caregivers. The Planning Board shall be the special permit granting authority for any registered marijuana tlispensaty. Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). An RMD is only allowed by Special Permit only in the CN and CI districts. A use that meets the definition can only be done in one of those zones, and must obtain a Special Permit from the Planning Board. The Planning Board will look at the application of general zoning rules, like ground cover, height, setbacks, parking, open space, and similar, as well as planning matters, like traffic, honrs of operations, noise, trash, etc. A list of uses within 500 feet of the Nantucket site for review for compliance with 105 CMR 725.l 10(A)(14) has heen attached as Exhibit IV. NOTE: Per tile Town of Nantucket BOS letter of non-opposition previously submitted to tile Department, the Town has "verified with the appropriate officials that the proposed location is in the Commercial Neighborhood (CN) Zoning District, which allows an RMD pursuant to local permitting at the Planning Board". To be clear: there is no prohibited use within 500ft of the site (no school, daycare center, or any facility in which children commonly congregate.) 4. The applicant has resubmitted its response to Question C.13 in its Management and Operations Profile (Application 2 of 2). The resubmitted response no longer includes information on David Coffin. Please clarify whether Mr. Coffin still is affiliated with Mass Medi-Spa, Inc. David Coffin is no longer affiliated with Mass Medi-Spa, Inc., since resigning as a member of the board of Mass Medi-Spa Inc. Please consider the re-submission to Question C.13 as notification to the Department that David Coffin is no longer with the company. 5. The applicant has resubmitted its response to Question D.20 in its Management and Operations Profile (Application 2 of2) bnt it appears unchanged from the last version of that response. Please explain why the applicant has resubmitted that response. D.20 was updated previously to change language regarding its chosen security vendor. It was mistakenly sent twice to the department, please disregard. Please note that the plan for transportation on-island, as submitted by the applicant on December 27, 2016, will be reviewed fully, and will need to be approved by the Department, in the Inspections Phase ifthe applicant acquires a Provisional Cettificate of Registration for the proposed location. Mass Medi-Spa Inc. Siting Profile (2 of2) Exhibit I PURCHASE AND SALE AGREEMENT from the offices of GLIDDEN & GLIDDEN, P.C. 37 CENTRE STREET NANTUCKET, MA 02554 1. AGREEMENT MADE THIS jJ., .fJ(v OF JANUARY, 2017 Parties: SANTOS PROPERTIES LLC PO Box789 Siasconset, MA 02564 hereinafter called the SELLER(S), agrees to SELL and SOUTH SHORE BIOPHARMA LLP 26 Brookside Drive Feeding Hills, MA 01030 or nominee, hereinafter called the BUYER(S) OR PURCHASER(S) agree to BUY, upon the terms hereinafter set forth, the following described premises: 2. DESCRIPTION Land with all structures thereon known and numbered as 27 OLD SOUTH ROAD, Nantucket, Massachusetts being shown as Lot 2 upon plan drawn by Schofield Brothers, Inc., dated August 13, 1969 and recorded with Nantucket Registry of Deeds in Plan Book 17, Page 23. For a more particular description see Exhibit "A" attached hereto. For Grantor's title see Deed recorded In Book 1125, Page 207 at Nantucket Registry of Deeds. 3. BUILDINGS, STRUCTURES. IMPROVEMENTS. FIXTURES Included in the sale as part of said premises are the buildings, structures, and improvements and the fixtures belonging to the SELLER(S) and used in connection therewith Including, if any, venetian blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, electric and other lighting fixtures, mantels, outside ventilators, garbage disposals, dishwashers, washing machines, dryers, refrigerators and other large appliances and wall to wall carpeting, if any. -I - I I i ! ' I ! I I ! j I I 4. TITLE DEED Said premises are to be conveyed by a good and sufficient Statutory Quitclaim deed running to the BUYER(S), or to the nominee or assignee designated by the BUYER(S) by written notice to the SELLER(S) at least seven (7) business days before the deed is to be delivered as herein provided, and said deed shall convey a good and clear record and marketable title thereto, free from encumbrances, except: (a) Laws, by-laws, rules and regulations, whether federal, state or local, which affect the use of the Premises, including, but not limited to, building codes, the Massachusetts Zoning Act and Nantucket Zoning By-law, state and local wetlands protection laws, and rules and regulations of the Nantucket Historic District Commission and the Nantucket Board of Health. (b) Such taxes for the then current year as are not due and .payable on the date of the delivery of the deed; (c) The Nantucket Land Bank Commission fee of 2% of the purchase price upon the transaction which is the subject of this agreement, which the BUYER(S) agrees to pay at the time of the delivery of the deed. (d) Subject to an Order of Taking of Old South Road recorded in Book 151, Page 298 at the Nantucket Registry of Deeds. In addition to the foregoing, if the title to said premises is registered in the Land Court, said deed shall be in form sufficient to entitle the BUYER(S) to a Certificate of Title of said premises, and the SELLER(S) shall deliver with said deed all instruments, if any, necessary to enable the BUYER(S) to obtain such Certificate of Title. 5. PLANS If said deed refers to a plan necessary to be recorded therewith, the SELLER(S) shall deliver such plan with the deed in a form acceptable for recording or registration. 6. PURCHASE PRICE The agreed purchase price for the aforesaid described premises is NINE HUNDRED THOUSAND AND N0/100 ($900,000.00) DOLLARS, of which Ninety Thousand and N0/100 ($90,000.00) has been paid as a deposit this date and Eight Hundred Ten Thousand and N0/100 ($810,000.00) dollars are to be paid at closing by federal funds wire transfer or to an attorney client trust fund account such that the funds are immediately available, wiring instructions to be provided upon request. -2 - I " I I I • I 7. TIME FOR PERFORMANCE; DELIVERY OF DEED Such deed is to be delivered at 11 :00 AM. on the 1st day of March, 2017 at the Nantucket Registry of Deeds, unless otherwise agreed upon in writing. Time is of the essence of this Agreement. 8. POSSESSION AND CONDITION OF PREMISES Full possession of said premises Is to be delivered at the time of the delivery of the deed, in the same condition as they now are, broom clean, free of tenants, reasonable use and wear thereof excepted and not in violation of building, zoning, health and HOC regulations and in compliance with the provisions of any instrument referred to in clause 4 hereof. The BUYER(S) shall be entitled to an inspection of said premises prior to the delivery of the deed in order to determine whether the conditions thereof comply with the terms of this clause. 9. EXTENSION TO PERFECT TITLE OR MAKE PREMISES CONFORM If the SELLER(S) shall be unable to give title or to make conveyance, or to deliver possession of the premises, all as herein stipulated, or if at the time set for the delivery of the deed the premises do not conform with the provisions hereof, then the SELLER(S) shall use reasonable efforts to remove any defects In title, or to deliver possession as provided herein, or to make the said premises conform to the provisions hereof, as the case may be, in which event the SELLER(S) shall give written notice thereof to the BUYER(S) at or before the time for performance hereunder and thereupon the time for performance hereof shall be extended for a period of thirty (30) days. 10. FAILURE TO PERFECT TITLE OR TO MAKE PREMISES CONFORM. ETC. If at the expiration of the extended time the SELLER(S) shall have failed so to remove any defects in title, deliver possession, or make the premises conform, as the case may be, all as herein agreed, then, at the BUYER(S)'s option, any payments made under this agreement together with interest accrued thereon shall be forthwith refunded to the BUYER(S) and all other obligations of all parties hereto shall cease and this agreement shall be void and without recourse to the parties hereto. - 3 - ! I I I I l I ! I I ! I I l I l 11. BUYER(S)'S ELECTION TO ACCEPT TITLE The BUYER(S) shall have the option, at either the original or any extended time for performance, to accept such title as the SELLER(S) can deliver to the said premises in its then condition and to pay therefore the purchase price without deduction, in which case the SELLER(S) shall convey such title except that in the event of such conveyance in accord with the provisions of this clause, If the said premises shall have been damaged by fire or casualty insured against, then the SELLER(S) shall, unless the SELLER{S) has previously restored the premises to their former condition, either, (a) Pay over or assign to the BUYER(S), on delivery of the deed, all amounts covered or recoverable on account of such insurance, less any amounts reasonably expended by the SELLER(S) for any partial restoration, or (b) If a holder of a mortgage on said premises shall not permit the insurance proceeds or a part thereof to be used to restore the said premises to their former condition or to be so paid over or assigned, give to the BUYER(S) a credit against the purchase price, on delivery of the deed, equal to said amounts so recovered or recoverable and retained by the holder of said mortgage less any amounts reasonably expended by the SELLER(S) for any partial restoration. 12. ACCEPTANCE OF DEED The acceptance of a deed by the BUYER(S) or his nominee or assignee as the case may be, shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof, to be performed after the delivery of said deed, In which event this agreement shall be continued in full force until such time as said items have been completed as agreed. 13. USE OF PURCHASE MONEY TO CLEAR TITLE To enable the SELLER(S) to make conveyance as herein provided, the SELLER(S) may, at the time of the delivery of the deed, use the purchase money or any portion thereof to clear the title of any or all encumbrances or interests, provided that all instruments so procured are recorded simultaneously with the delivery of said deed. 14. INSURANCE Until the delivery of the deed, the SELLER(S) shall maintain insurance on said premises as follows: -4- I I j ~ I I i I I l I I I i I ! I I I I I L. I ! ! I I I i I (a) Fire and casualty-as presently insured but not less than full replacement cost. 15. ADJUSTMENTS Taxes for the current fiscal year and fuel, if applicable, shall be apportioned as of the day of performance of this agreement and the net amount thereof shall be added to or deducted from, as the case may be, the purchase price payable by the BUYER(S) at the time of the delivery of the deed. 16. ADJUSTMENTS OF UNASSESSED TAXES If the amount of said taxes is not known at the time of the delivery of the deed, they shall be apportioned on the basis of the taxes assessed for the previous year, with a reapportionment as soon as the new tax rate and valuation can be ascertained; and, if the taxes which are to be apportioned shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless herein otherwise agreed. The provisions of this paragraph shall survive the delivery of the deed. 17. DEPOSIT All deposits made hereunder shall be held by GLIDDEN & GLIDDEN, PC as ESCROW AGENT subject to the terms of this agreement and shall be duly accounted for at the time for performance of this agreement, provided however that in the event of any disagreement the ESCROW AGENT shall retain said deposits pending instructions mutually given by the SELLER(S) and BUYER(S). The said deposit shall be invested in an insured account, and income thereon shall accrue, shall follow the deposit and shall be paid over to the party entitled. 18. BROKER(S)'S FEE A BROKER's fee for professional services of $45,000.00 is due from the SELLER(S) to FISHER REAL ESTATE, the BROKER(S) herein. Said commission to be paid If and when title passes and the deed Is recorded, but not otherwise. The BROKER(S) named herein warrant that they are duly licensed by the Commonwealth of Massachusetts, and join in this agreement and become a party hereto, insofar as any provisions of this agreement expressly apply to him or them, and to any amendments or modifications of such provisions to which they agree in writing. -5 - I I i ! I f 19. DUAL AGENCY DISCLOSURE All Brokers and Salespersons represent both parties in the transaction in the marketing, negotiating and sale of property, unless otherwise disclosed. Each Broker or Salesperson has an ethical and legal obligation to show honesty and fairness to all parties in all transactions. A Disclosed Dual Agent is authorized to assist the parties to the transaction, but shall be neutral with regard to any conflict of interest between Buyer and Seller. The Parties hereby acknowledge receipt of this disclosure prior to their execution of this Agreement. 20. WARRANTY AS TO BROKER The Buyer represents and warrants that the Buyer was not introduced to the Premises by any broker other than those referred to in Paragraph 18 of this Agreement and that the Buyer has not dealt with any other broker in connection with the transaction which Is the subject of this Agreement in any fashion which will give rise to a claim for a commission in this sale, other than the commission to be paid pursuant to Paragraph 18 of this Agreement. The Buyer hereby undertakes and agrees to save and hold harmless the Seller from and against any claims for brokerage commissions which may be asserted against the Seller in connection with this sale, including all costs and expenses which may be incurred by Seller in defending against any such claim, as to which the Buyer shall be In breach of such representation and warranty. The Seller represents and warrants that the Seller has given no exclusive listing of the Premises such as to result in a broker's commission being payable with respect to this sale, other than the commission to be paid pursuant to said Paragraph 18, and has not listed the Premises under circumstances which would give rise to any other commission being payable in this sale between the Buyer and any broker other than those referred to in Paragraph 18 of this Agreement. The Seller hereby undertakes and agrees to save and hold harmless the Buyer from and against any claims for brokerage commissions which may be asserted against the Buyer in connection with this sale, including all costs and expenses which may be incurred by Buyer in defending against any such claim, as to which the Seller shall be in breach of such representation and warranty. 21. BUYER(S)'S DEFAULT: DAMAGES If the BUYER(S} shall fail to fulfill the BUYER(S}'s agreements herein, and SELLER(S} is not In default hereunder, all deposits made hereunder by the BUYER(S} shall be retained by the SELLER(S} as liquidated damages in lieu of all other rights or remedies at law or in equity and specifically in lieu of any action for specific performance. -6- I i I ' i I I I I i I 22. WARRANTIES. REPRESENTATIONS AND CONDITIONS The BUYER(S) acknowledges that the BUYER(S) has neither been influenced to enter into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this agreement or previously made in writing other than the following: (a) Premises is serviced by Town sewer and water. 23. LEGAL AND CONVEYANCING CONDITIONS (a) The SELLER(S) shall provide a Certificate that no labor has been performed on or at the premises, which would give rise to a mechanics lien. (b) The SELLER(S) shall provide at closing a CERTIFICATE OF OCCUPANCY covering the subject premises to the extent applicable and shall close out any outstanding permits with the Nantucket Building Department. (c) SELLER(S) shall provide at closing a FIRE DEPARTMENT CERTIFICATE stating that all required smoke detectors and carbon monoxide detectors have been installed in the premises. (d) SELLER(S) agrees to execute, for the benefit of any mortgagee, a UFFI CERTIFICATE stating that to the best of their knowledge, there is no urea formaldehyde foam insulation in any structure on the premises as of the date for the delivery of the deed hereunder. (e) SELLER(S) agrees to execute and deliver to the BUYER(S) at closing an affidavit or certification of compliance with the Internal Revenue Code (IRS) Section1445(b)(2) stating that they are not a "foreign persons" as defined by IRS Section 1445 and providing their taxpayer identification number(s). (f) SELLER(S) agrees to execute and deliver to the BUYER(S) at closing a form 1099-S to be filed with the Internal Revenue Service pursuant to Section 6045( e) of the Internal Revenue Code. (g) A recitation relative to Homestead pursuant to MGLc 188 §13 sufficient to obtain title insurance free from all exceptions in accordance with the provisions of Paragraph 33 herein, shall be incorporated into the Quitclaim Deed. (h) A recitation in the Deed that the limited liability company is not treated as a corporation for federal income tax purposes. -7" I I I I l I 24. LEAD DISCLOSURE BY SELLER<Sl The premises contain one or more residential buildings, which may have been constructed in whole or in part before 1978. In accordance with Massachusetts General Laws, Chapter 197 A, as added by Chapter 773 of the Acts of 1987, the SELLER(S) or the BROKER(S) on behalf of the SELLER(S), has delivered to the BUYER(S) the notification package promulgated by the Massachusetts Department of Public Health. Furthermore the SELLER(S) or the BROKER(S) on behalf of the SELLER(S) has provided the BUYER(S) with verbal information on the possible presence of dangerous levels of lead in the paint, plaster, soil or other building materials used In residential premises and the availability of inspections to discern such dangerous levels. By signing this agreement, the BUYER(S) acknowledges receipt of the notification and Information set forth in this paragraph. 25. LEAD PAINT INSPECTION WAIVER BUYER(S) acknowledges that the BUYER(S) has been given due notice under 105 CMR 460.745 of the availabllity of inspection of the premises for dangerous levels of lead, and, notwithstanding such notice, the BUYER(S) has elected not to have such an inspection of the premises performed. 26. PREMISES TO BE CONVEYED IN ITS "AS-IS" CONDITION Buyer acknowledges that he has been given an opportunity to conduct an inspection of the property and that the property is sold "AS-IS" as of the date hereof, normal use excepted and that no representations have been made by Seller with regard to its condition except those contained in this Agreement. Buyer agrees that he is not relying on any representations, oral or written concerning the age, condition, workmanship or suitability of the premises or any part thereof for any purpose made by any person other than those set forth in this Agreement or in any other documents made specifically a part thereof. 27. EFFECT OF RESCISSION In the event that this agreement shall be rescinded by notice duly given pursuant to any provision hereof, this agreement shall be null and void and without recourse to any party hereto, and all deposits, with interest accrued shall be returned to the BUYER(S). -8 - 28. EXTENSION AUTHORITY By executing this agreement, the BUYER(S) and SELLER(S) hereby grant to their attorneys, the actual authority to bind them for the limited purpose of allowing them to grant extensions, and the BUYER(S) and SELLER(S) shall be able to rely upon signature of said attorneys as binding unless they have actual knowledge that either party has disclaimed the authority granted herein to bind them. 29. FACSIMILE/EMAILED SIGNATURES For purposes of this Agreement, facsimile or scanned and emailed signatures shall be considered as originals. 30. TITLE STANDARDS Any matter relating to the performance of this agreement, which is the subject of a title, practice or ethical standard of the Massachusetts Real Estate Bar Association shall be governed by such standard to the extent applicable. 31. VENUE The parties hereto agree that all actions on this agreement shall be brought in the Superior Court Department of the Trial Court, Commonwealth of Massachusetts, Nantucket Division, to the extent that said Court shall have jurisdiction of the subject matter in any such action. 32. SEVERABILITY If any provision or condition of this agreement shall be deemed invalid or unenforceable, the remaining provisions and conditions shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law. 33. TITLE INSURANCE Title to be conveyed pursuant to this agreement shall not be deemed to be in compliance with provisions of Paragraph 4 of this agreement, unless at a minimum, commitment for the issuance of an owner's title insurance policy to the BUYER(S) or the BUYER(S)'s nominee and a lender's title insurance policy for a prospective mortgagee, shall be available to the BUYER(S) at the time of delivery of the deed, for the insurance of the interest of such parties in the property subject only to standard exclusions from coverage printed in the policy cover and exceptions for real estate taxes not yet due and payable and for any other matters listed in Paragraph 4 of this agreement. Such policy shall be in the AL TA standard form and shall be issued by a major title insurance company - 9 - doing business In Massachusetts. The BUYER(S) shall pay all standard and usual premiums for the issuance of any such title insurance policy If such coverage is desired. 34. CONSTRUCTION OF AGREEMENT This instrument, executed in multiple counterparts, is to be construed as a Massachusetts contract, is to take effect as a sealed Instrument, sets forth the entire contract between the parties, is binding upon and enures to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, successors and assigns, and may be cancelled, modified or amended only by a written instrument executed by both the SELLER(S) and the BUYER(S). If two or more persons are named herein as BUYER(S) their obligations hereunder shall be joint and several. 35. PERMITS, PLANS AND APPROVALS/COOPERATION BY SELLERlS) The BUYER(S) shall have the right to enter upon the premises at reasonable times, personally and with agents and Independent contractors, for the purpose of making inspections of the premises and in connection therewith shall have the right to apply to any and all local and state agencies prior to closing. Seller agrees to cooperate with Buyer in any such applications. Notwithstanding the foregoing, no actual construction shall occur prior to closing. All costs and fees of any such applications or permits shall be the sole responsibility of the Buyer. This is an accommodation by Seller to help speed up the permitting process but this Agreement is not contingent upon the receipt by Buyer of any approvals or permits. 36. NOTICE All notices required to be given hereunder shall be in writing and deemed duly given when: hand delivered, or sent via recognized express/overnight carrier, or placed in the US Mail postage prepaid or by registered or certified mail, return receipt requested, postage and registration or certification charges prepaid; or sent via facsimile with proof of delivery and transmission, or sent via e-mail with proof of delivery and transmission, addressed as follows: -10 - If to SELLER: Richard J. Glidden, Esquire Gildden & Glidden, P.C 37 Centre Street/ PO Box 1079 Nantucket, MA 02554 Telephone: 508-228-0771 Fax: 508-228-6205 Email:richard@gliddenandglidden.com License #: 195520 lfto BUYER: Steven L. Cohen, Esquire Cohen & Cohen Law, PC 34 Main Street, 2nd Floor Nantucket, MA 02554 Telephone: 508-228-0337 Fax: 508-228-0970 Email:steven@cohenlegal.net License# ____ _ *•••SIGNATURE PAGE TO FOLLOW .. ••• -11 - IN WITNESS HEREOF THE PARTIES HAVE SET THEIR HANDS AND SEALS THE DAY AND YEAR FIRST ABOVE WRIITEN. SELLER(S) Santos Family Properties LLC by~--......,,..~~:-:-------~-Patricia Santos, Manager BUYER(S) South Shore Biopharma LLP BROISfR qy:;,.,,,...!~'----l---"---- 1··· ··· ··.· dffi~L.l~ns~# . If 71/J/O I 2f3'1 z~~ prepaid, or sent via racslmile with proof of delivery and t1'llnsml1111lon, or sent vie a-mall with proof of delivery and transmission, addressed as follows; If to SELLER: Richard J. Glidden, Esquire Glidden & Glidden, P.C 37 Centre Streetl PO Elox 1079 Nantucket, MA 02654 Telephone: ll.Q8·228-0U1 Fax: soe-22a~~l! Emall:rtchard@gllddenandglldden.com License #:195520 lfto 6UYER; steven L. Coh1,1n, Esquire Cohen & Cohen Law, PC 34 Main Street, 2114 Floor Nantucket. MA 02554 Telephone: 50ll·228-0337 Fax: 50Q·22B-ogzo Email:steven@cohenlegal.ne! Lloense# ___ _ '"' SIGNATURI! PAGE TO FOLLOW""' IN WITNESS HEREOF THE PARTIES HAVE SET THEIR HANOS AND SEALS THE OAY AND YEAR FIRST ABOVE WRITTEN. SELLER(S). 1.i41!1111V11'roperties LLC --· ?/'-- BlNEB(S). South Shore Blophanna LLP By:,.,...,.-,..-.,,.---.,~--:--=-:-'""'CMstopher Roos, Genel'l!I Partner eBOKEB Fisher Beal Estate hltl)$://W6b,mnll.comcast.net/servlce/hOme/""/?ld .. 690456&partn2&auth•co&dlsp:;a 1111/1'1, ~;1'2 PM Pege 10 ot 11 ! ! I I I I ! I ! I I NORTHEASTERLY SOUTHEASTERLY SOUTHWESTERLY NORTHWESTERLY by by by by EXHIBIT"A" Old South Road, 60.03 feet; land now or formerly of Rupert Warren, 289.23 feet; land now or formerly of Edward G. McLean, 53.80 feet; and Lot 1 on plan hereinafter mentioned, 287 .4 7 feet. · Said land is shown as Lot 2 upon a plan by Schofield Brothers, Inc., dated 13 August 1969, recorded with Nantucket Registry of Deeds in Plan Book 17, Page 23, and contains 16,408 square feet, more or less, according to said plan. i I I I i ~ I I I I I ! I I I Richard J, Glidden Jessie M. Glidden Brescher John B. Brescher February 16, 2017 Steven L. Cohen, Esquire Cohen & Cohen Law, P.C. 34 Main Street, 2•d floo1· Nantucket, MA 02554 Re: 27 Old South Road Glidden & Glidden, P.C. Attomeys at Law P. 0. Box 1079 3 7 Centre Street Nantucket, Massachusetts 02554 508-228-0771 Fax 508-228-6205 office@gliddenandglidden.com The Santos family bas discussed the matter and here Is theil' proposal: I. They will agree to extend until May 31, 2017; James K. Glidden (1917-2009) 2. Buyer may enter the property for surveying and measuring and may take test bol'ings to determine soil conditions for future construction. Nobody may live on the property prior to closing; 3. Buyer agrees that $25,000 of the deposit will be released to Sellers on March 1, 2017, to be duly accounted for at closing; 4. Buyer agrees that if they fail to close on or beforn May 31, 2017, the balance of the deposit ($65,000.00) will automatically be released to sellers; mid 5. On March 1, 2017, Buyer will pay to Sellers a one time extension· foe of $7,500.00. I feel that this is a very fair proposal given that there are no remaining contingencies in the present Purchase and Sale Agreement and the entire $90,000.00 deposit could become property of the Sellers on March 1, 2017. In all other respects the terms and conditions of the Purchase and Sale Agreement remain in full force and effect, time still being of the essence. If this is acceptable to your client, kindly sig11 this letter where indicated and return a copy to my attention. Vel'y trnlt~cmrs, ( \ ,, } "·-.---~--· Richard J. Glidden Accepted and confirmed this 2/ day of February, 2017 fori;;;::· ~ Steven L. Cohen, Attomey For Buyer co: Brian Sullivan (email only) Mass Medi-Spa Inc. Siting Profile (2 of 2) Exhibit IV ID Site Address Owner Name 67 436 3AMELIA DR BLUE HILLS BANK Bank 67 446 6AMELIA DR AMELIA PROPERTIES LTD Barber Shop /Retail Shop 68 254.2 37K OLD SOUTH RD 68 237 3 YOUNGS WY 68 76.2 11 TOMS WY 67 443.5 12 E AMELIA DR #E 68 250.2 41 B OLD SOUTH RD UNIT 2 ANCHOR VILLAGE NOM TRUST Retail Shop 68 252.9 371 OLD SOUTH RD 67 443.2 12B AMELIA DR #B C VICTORY LLC Barre Studio 67 431.1 13 A AMELIA DR #A 68 7 39 OLD SOUTH RD 67 433 9 AMELIA DR VTT NANTUKCET LLC Dental Office/ Yoga Studio 68 252.6 37F OLD SOUTH RD RICHARD BLAKE Frame Shop 68 245 1 AMELIA DR BLUE HILLS BANK Bank 68 250.1 41A OLD SOUTH RD STONECOLD LLC CPA 68 329 13 YOUNGS WY WEINMAN RHODA H TR General Contactor 68 797 14 YOUNGS WY SCHULZ DAVID & SANDRA R Health Club 68 239.2 6YOUNGSWY RI JRTR 68 252.8 37H OLD SOUTH RD 67 441.5 16 E AMELIA DR #E 68 76.1 13 TOMS WY 68 76 15TOMSWY 68 254.1 37 J OLD SOUTH RD 68 250.8 41 H OLD SOUTH RD 68 251.1 4AYOUNGSWY 68 796 16 YOUNGS WY Health Club 67 442.1 14 A AMELIA DR #1 68 230 9YOUNGSWY 68 250.7 41 G OLD SOUTH RD 67 443.6 12 F AMELIA DR #F 67 47 12TOMSWY 68 258 2 AMELIA DR ROBERTS PAUL M DDS LLC Dental Office 68 328.3 15 D YOUNGS WY #3 DECH LLC General Contactor 67 669 67 41.5 68 6.3 68 250.6 68 6.1 67 441.1 68 250.4 68 250.9 68 4 67 431.2 68 6.6 68 328.2 68 6.4 68 328.4 68 243 67 41 67 441.4 68 251.3 68 252.3 67 668 67 441.2 67 45 67 443.3 5446 68 252.7 68 253.1 68 244 68 246 67 710 68 252.4 67 48 67 667 68 250.5 67 435 19C OLD SOUTH RD 17B OLD SOUTH RD 350 OLD SOUTH RD 41 F OLD SOUTH RD 35B OLD SOUTH RD 16 A AMELIA DR #A 41 D OLD SOUTH RD 411 OLD SOUTH RD 33 OLD SOUTH RD 13 B AMELIA DR #B 35A OLD SOUTH RD 15 C YOUNGS WY #2 35E OLD SOUTH RD 15 A YOUNGS WY #4 10YOUNGSWY 19B OLD SOUTH RD 16 D AMELIA DR #D 4 C YOUNGS WY #3 37C OLD SOUTH RD 19A OLD SOUTH RD NINETEEN C OLD SOUTH RD LLC ORELLANA-EGAN !RENE NANTUCKET AIDS NETWORK INC BOYCE ALEXANDER METAL TRS SARGENT MARTHA ROBERTS NATHAN A & TRACY L WALLACE CONNOR E OMARA MICHAEL TRUSTEE JCPH LLC EGAN SHEILA OBRIEN GLOWACKI WALTER J NORA TRS Res Res Barber Shop Contractor Office Retail Shop Commercial Printer Residential Garage Real Estate Office General Contactor Travel Agency General Contactor Health Club 16 B AMELIA DR #B MULCAHY JAMES R & KRISTEN A TRST Dental Office 16TOMSWY ................................ .. 12C AMELIA DR #C AUGUST POINT LLC Private Office 1 MILESTONE RD NANTUCKET TOWN OF Water Company 37G OLD SOUTH RD 41J OLD SOUTH RD 12YOUNGSWY 21 OLD SOUTH RD 16 VINCENT Cl 370 OLD SOUTH RD 7TOMSWY 19 OLD SOUTH RD 41 E OLD SOUTH RD 5AMELIA DR EMINESCU MICHAEL SCHULZ DAVID & SANDRA TRS READY JOHN D TR NANTUCKET TOWN OF Residential Garage Vacant Land Grocery Store Vacant Land ,.,.-.... -.-~-. ircial Offices Restaurant AMELIA DRIVE LLC 67 687 9TOMSWY 68 328.1 15 B YOUNGS WY #1 JBKJ LLC General Contactor 68 238 1 YOUNGS WY YOUNG ROBERT A TRUSTEE Vacant Land 67 445 8AMELIA DR AMELIA PROPERTIES LTD Energy Company 68 77 20TOMSWY 68 252.5 37E OLD SOUTH RD MCQUAID PAULA Spa/Health Spa 68 252.2 37B OLD SOUTH RD BYRNE BARRY E Trucking Company 68 1 25 OLD SOUTH RD REINEMO JULIE E Shop 67 434 7 AMELIA DR Vacant Land 68 253.2 41 K OLD SOUTH RD 68 78 22TOMSWY 67 442.2 14 B AMELIA DR #2 67 46 14 TOMS WY 68 6.2 35C OLD SOUTH RD KOON THOMAS A & COSGROVE BART Barber Shop 68 3 31 OLD SOUTH RD 67 443.4 12 D AMELIA DR #D LOUGHMAN PETER J Ill HVAC Company 68 8 41 OLD SOUTH RD ISLAND BUGGIES A R LLC Car Rentals 67 443.1 12A AMELIA DR #A 12 AMELIA DRIVE LLC General Contactor 68 251.2 4B YOUNGS WY 67 444 10 AMELIA DR oe anagement Offices 68 6.5 35F OLD SOUTH RD GIMME SHELTER LLC Retail Shop 68 250.3 41 C OLD SOUTH RD 68 252.1 37A OLD SOUTH RD MCQUAID REAL ESTATE LLC Physical Therapist 67 441.3 16 C AMELIA DR #C MULCAHY JAMES R & KRISTEN A TRST Dental Office 67 432 11 AMELIA DR DAVIS ROY M & NIXON SUSAN E TRST Dental Office 67 40 2 FAIRGROUNDS RD 67 48.1 9TOMSWY 67 431.3 13 CAMELIA DR #C 67 44 18TOMSWY 5445 1 MILESTONE RD 67 442.3 14 CAMELIA DR #3 67 41.6 17C OLD SOUTH RD Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). March 1st 2017 Massach'usetts Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy St., 11th FL Boston, MA 02111 MASS \/ !._.i I -'. ·, i---/\ ..,._.,.11.t1!!~1nc·;,~_,i.l0' "'f\'r:-:~, (i._.._.,,._;6 Response to: Reguest for Information Dear Mr. Roos, dated Februaty 27, 2017 To Whom It May Concern: Mass Medi-Spa has provided responses and additional documentation to answer all DPH RFI's received on February 27nd, 2017 pertaining to its Siting Profile 2 of 2 (Nantucket). Please also see the following attachments: Siting Profile 2 of 2 RFI Materials included • Exhibit I -Amended Appraisal for 27 Old South Rd. Should you have any questions or need any further information, please contact Jeffrey Roos at leff@massmedispa.org or 551-689-5179. Sincerely, Jeffrey Roos President & CEO MAR O 1 2017 St:·eet Boster 1. i\;1r" 021 ii Additional or 1·evised information submitted for Mass Medi-Spa, Inc. Siting Profile (Application 2 of2) is provided below in blue. Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). 1. The applicant does not appear to have understood what was requested in the Department's letter on February 14, 2017 under item #2. To address any miscommunication, the Department clarifies its request as follows. Please update the appraisal for the Nantucket property so that it addresses whether the proposed rent to be charged to the applicant by the management company/landlord is in compliance with 105 CMR 725.IOO(A)(l) and the Guidance for Registered Dispensal"ies Regarding Non-Profit Compliance. An amended appraisal has been submitted as Exhibit 1 (supplemental revision is found in last 2 pages of report) to show that the proposed rent to be charged to the applicant by the management company/landlord is without a doubt in compliance with 105 CMR 725.lOO(A)l) regulations and the Guidance for Registered Dispensaries Rega1·ding Non-Profit Compliance. In addition, Rider A (previously submitted) will also act as a further safeguard for the non-profit, to ensure compliance with 105 CMR 725.lOO(A)l) regulations and the Guidance for Registered Dispensaries Regarding Non-Profit Compliance. 2. Thank you for the list ofuses within 500 feet of the proposed site in Nantucket. Please confirm that the Barre Studio, Dental Offices and Health Clubs identified in your list of uses within 500 feet do not offer regularly scheduled programming for children. Mass Medi-Spa Inc. hereby confirms that none of the properties identified in our previously submitted list of uses within 500ft of the RMD location offer regularly scheduled progmmming for children. March 2nd 2017 Massachusetts Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy St., 11th FL Boston, MA 02111 Mass Medi-Spa, Inc. Siting Profile (Application 2 of 2) MASS Response to: Request for Information Dear Mr. Roos, dated Febrna1y 27, 2017 To Whom It May Concern: Mass Medi-Spa has provided responses and additional documentation to answer all DPH RFI's received on February 27nd, 2017 pertaining to its Siting Profile 2 of 2 (Nantucket). Please also see the following attachments: Siting Profile 2 of 2 RFI Materials included • Exhibit I -Amended Appraisal for 27 Old South Rd. with added language regarding the cost paid in rent by Mass Medi-Spa Should you have any questions or need any further information, please contact Jeffrey Roos at leff@massmedispa.org or 551-689-5179. Sincerely, Jeffrey Roos President & CEO Mass Medi-Spa, Inc. Siting Profile (Application 2 of 2). Additional or revised information submitted for Mass Medi-Spa, Inc. Siting Profile (Application 2 of2) is provided below in red. 1. The applicant does not appear to have understood what was requested in the Department's letter on Februaiy 14, 2017 under item #2. To address any miscommunication, the Depai1ment clarifies its request as follows. Please update the appraisal for the Nantucket property so that it addresses whether the proposed rent to be charged to the applicant by the management company/landlord is in compliance with 105 CMR 725.lOO(A)(l) and the Guidance for Registered Dispensaries Regarding Non-Profit Compliance. An amended appraisal has been submitted as Exhibit 1 (supplemental revision is found in last 2 pages of report) to show that the proposed rent to be charged to the applicant by the management company/landlord is without a doubt in compliance with 105 CMR 725.lOO(A)l) regulations and the Guidance for Registered Dispensaries Regarding Non-Profit Compliance. In addition, Rider A (p1·eviously submitted) will also act as a further safeguard for the non-profit, to ensure compliance with 105 CMR 725. lOO(A)l) regulations and the Guidance for Registered Dispensaries Regarding Non-Profit Compliance. 2. Thank you for the list of uses within 500 feet of the proposed site in Nantucket. Please confirm that the Ban-e Studio, Dental Offices and Health Clubs identified in your list of uses within 500 feet do not offer regularly scheduled programming for children. Mass Medi-Spa Inc. hereby confirms that none of the properties identified in onr previously submitted list of uses within 500ft of the RMD location offer regularly scheduled programming for children. Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). March 9th, 2017 Massachusetts Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy St .. 11th FL Boston, MA 02111 MASS Response to: Request for Information Dear Mr. Roos, dated March 8th, 2017 To Whom It May Concern: Mass Medi-Spa has provided a response to answer the DPH RF! received on March sth, 2017 pertaining to its Siting Profile 2 of 2 (Nantucket). Please see Attached Exhibit I -Revised Survey Letter Should you have any questions or need any further information, please contact Jeffrey Roos at teff@massmedispa.org or 551-689-5179. Sincerely, Jeffrey Roos MAR 0 9 2017 Mass Medi-Spa, Inc. Siting Profile (Application 2 of 2). 1. The information submitted by the applicant regarding 12 Amelia Drive is not clear, as no scale is provided for the drawing submitted and the line does not appear to connect to the proposed RMD so as to clearly show the linear distance between the nearest point of Go Figure Bane Studio and the nearest point of the proposed RMD, as required under 105 CMR 725.110(A)(l4). Please have the surveyor certify the linear distance between these two points. Please see attached Exhibit I -a revised letter from the Surveyor that clearly shows the linear distance. Please note the 50ft scale is located in the lower right of the GIS image, and is highlighted yellow. 2. Please submit detailed information regarding Adam's Camp New England/Nantucket Star at 16 Amelia Drive and Create at 8 Amelia Drive regarding whether they provide 1·egularly scheduled programs for children at the addresses identified. These two addresses were included in the applicant's list of uses within 500 feet of the RMD location. As stated in the letter of March 7, 2017, we have initiated the verification process and are awaiting responses so that it may be completed. We will notify the applicant if further information is needed. See Exhibit I Survey Letter which certifies: Adam's Camp/STAR • is an organization that provides therapeutic excursions for special needs • is no longer at this location and has been replaced by a print shop called Poets Corner Press. • that address is not within the 500 foot buffer as demonstrated in the Letter from Surveyor which I will deliver tomorrow, March 9th. Create • is an art supply store only • does not offer classes regularly or frequently Mass Medi-Spa Inc. Siting Profile (2 of2) Exhibit I As the above drawing depicts, the proposed Registered Marijuana Dispensary (RMD) will be located at least 505-feet linearly from the existing Barre Figme Studio facility located at 12B Amelia Drive. Adam's Camp/STAR is an organization that provides therapeutic excursions for special needs, however they are no longer at the 16 Amelia Drive location. There is now a print shop in that location called Poets Corner Press. Additionally, that address is not within the 500-foot buffer as demonstrated on the above drawing. Create is an art supply store only which is located at 8 Amelia Drive. According to their website (http://www.nantucketcreate.com) and Facebook (https://www.facebook.com/Create-130249563661201/), classes they sponsor are held at the Artists Association of Nantucket Visual Arts Center at 24 Amelia Drive. The programs would presumably not occur at the business address due to lack of space. I trnst that this information addresses your request, though please feel free to contact me with any questions or concerns regarding this matter. Sincerely, Nantucket Engineeting & Smvey, P.C. By: Atthur D. Gasbarro, PE, PLS, LEED AP ~j)d~ Cc: Steven L. Cohen, Esq. Mass Medi-Spa, Inc. Siting Profile (Application 2 of2). March 9th, 2017 Massachusetts Department of Public Health Medical Use of Marijuana Program RMD Applications 99 Chauncy St .. 11th FL Boston, MA 02111 MASS Response to: Request for Information Dear Mr. Roos, dated March 8th, 2017 To Whom It May Concern: Mass Medi-Spa has provided a response to answer the DPH RF! received on March sth, 2017 pertaining to its Siting Profile 2 of 2 (Nantucket). Please see Attached Exhibit I -Revised Survey Letter Should you have any questions or need any further information, please contact Jeffrey Roos at teff@massmedispa.org or 551-689-5179. Sincerely, Jeffrey Roos MAR 0 9 2017 Mass Medi-Spa, Inc. Siting Profile (Application 2 of 2). 1. The information submitted by the applicant regarding 12 Amelia Drive is not clear, as no scale is provided for the drawing submitted and the line does not appear to connect to the proposed RMD so as to clearly show the linear distance between the nearest point of Go Figure Bane Studio and the nearest point of the proposed RMD, as required under 105 CMR 725.110(A)(l4). Please have the surveyor certify the linear distance between these two points. Please see attached Exhibit I -a revised letter from the Surveyor that clearly shows the linear distance. Please note the 50ft scale is located in the lower right of the GIS image, and is highlighted yellow. 2. Please submit detailed information regarding Adam's Camp New England/Nantucket Star at 16 Amelia Drive and Create at 8 Amelia Drive regarding whether they provide 1·egularly scheduled programs for children at the addresses identified. These two addresses were included in the applicant's list of uses within 500 feet of the RMD location. As stated in the letter of March 7, 2017, we have initiated the verification process and are awaiting responses so that it may be completed. We will notify the applicant if further information is needed. See Exhibit I Survey Letter which certifies: Adam's Camp/STAR • is an organization that provides therapeutic excursions for special needs • is no longer at this location and has been replaced by a print shop called Poets Corner Press. • that address is not within the 500 foot buffer as demonstrated in the Letter from Surveyor which I will deliver tomorrow, March 9th. Create • is an art supply store only • does not offer classes regularly or frequently Mass Medi-Spa Inc. Siting Profile (2 of2) Exhibit I As the above drawing depicts, the proposed Registered Marijuana Dispensary (RMD) will be located at least 505-feet linearly from the existing Barre Figme Studio facility located at 12B Amelia Drive. Adam's Camp/STAR is an organization that provides therapeutic excursions for special needs, however they are no longer at the 16 Amelia Drive location. There is now a print shop in that location called Poets Corner Press. Additionally, that address is not within the 500-foot buffer as demonstrated on the above drawing. Create is an art supply store only which is located at 8 Amelia Drive. According to their website (http://www.nantucketcreate.com) and Facebook (https://www.facebook.com/Create-130249563661201/), classes they sponsor are held at the Artists Association of Nantucket Visual Arts Center at 24 Amelia Drive. The programs would presumably not occur at the business address due to lack of space. I trnst that this information addresses your request, though please feel free to contact me with any questions or concerns regarding this matter. Sincerely, Nantucket Engineeting & Smvey, P.C. By: Atthur D. Gasbarro, PE, PLS, LEED AP ~j)d~ Cc: Steven L. Cohen, Esq. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 16. Traffic and Parking Plan Traffic and parking plan, including for any overflow parking, emergency vehicle access, pedestrian/bicycle access, loading/delivery capacity; and, traffic study if required pursuant to local zoning; Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 16 1 MMSI Traffic & Parking Management Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Old South Road is a major traffic corridor, for both residential and commercial traffic and for people coming to and from the airport. To try to address this, the Town of Nantucket is proposing and advocating for several road improvements that would improve the traffic in this area, including a) reconfiguration of the Milestone Rotary to provide two lanes of traffic, b) safer pedestrian/bicycle crossings across all four approaches, and c) eliminate the conflicts regarding access and parking in the southwest corner of the rotary between Old South Road and Sparks Avenue. The Town is also proposing and advocating for a single-lane rotary at the intersection of Old South Road and Fairgrounds Road, which would a) eliminate the current STOP-sign intersection which causes delays due to left turns lines. Additionally, as a condition of permitting, Richmond Great Point Development is required to make several improvements to Old South Road that will improved the flow of traffic on the entire corridor. These include a) a two-way center-left-turn lane extending from Lovers Lane to the entrance of Naushop, b) replacing Greglen Avenue with a multi-lane entrance that is offset from Goldfinch Drive, and c) widening Old South Road to provide a two-lane approach heading east with a shared left/through lane and an exclusive right-turn lane. Moreover, the Town is in the process with Green Lady of providing for changes to Amelia Drive that will likely result in a) widening its traveled land, b) making it a one-way away from Old South Road, and c) adding more parking nearby. All of this will help, but MMSI will also do its part. MMSI is very concerned about proper traffic and parking management. We have several ways to address this at both proposed sites. Proposed Options for Old South Road 1. The location currently abuts the bike path/side walk running along Old South Road and also to Milestone road and the Rotary. It is a centralized location that is highly accessible by bike or foot. 2. The location is currently on the NRTA bus route. 3. MMSI would provide NRTA bus passes to all of its employees. 4. MMSI would install bike racks at its lot. 5. As shown on the site plan, the location supports 15 parking spaces on its foot print, and the abutting lot at 4 Forrest Avenue provides and additional 20,000 SF that could be used for overflow parking, if needed. 6. The site and the side road at Forrest Ave offer sufficient loading and delivery locations. 7. The location is rapidly accessible from the Police and Fire stations, and is open on all four sides for emergency vehicle access. The only abutting private land is under our control. 8. As needed, a valet service could be implemented. 9. As needed, Adult Use customers will only be allowed to access the site with an appointment made online in advance. The number of appointments available will be designed to mitigate traffic. 10. Seasonally, and if community demand is sufficient, a pick-up courtesy vehicle will be used to bring Medial and Adult use customers to and from the facility. Shuttle locations would be determined by demand and could include medical facilities, not just residential locations. This would be for Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 16 2 transporting people and absolutely would not be a product delivery service. 11. If needed, that shape of the lot allows for some adjustment to improve site lines and turning areas. 12. If the Town chooses to open up Hinsdale Road to Milestone Road directly behind this site, as has been discussed in traffic planning meetings, MMSI may be able to assist with that effort. However, MMSI MMSI would not support or participate in opening up Hinsdale Road behind Naushop, Tawpoot/Sesepana, and other residential neighborhoods where it is unconstructed, and it is our understanding that these portions of that road have or are being provided to the Land Bank and to residential lot owners to close them off. Proposed Options for Tomahawk Road 1. The current location can be accessed from both Old South Road and from Milestone Road to Nabadeer Farm Road, which offer similar egress. 2. The connector roads to Tomahawk are low traffic roads that are mostly used by commercial and industrial users. 3. The location is about 1,000 feet from the current end of the sidewalk at the corner of Old South Road Nobadeer Farm Road. This sidewalk could be expanded. 4. While the location is not currently close to the bike path, it is accessible off of secondary streets with lighter traffic. 5. The NRTA bus route currently gets as close as 1,000 and could be altered to get much closer. 6. MMSI would provide NRTA bus passes to all of its employees. 7. MMSI would install bike racks at its site. 8. As shown on the site plan, the location supports 11 parking spaces on its foot print, and the lot at 4 Forrest Avenue could be used for off-site parking, if needed. 9. The site and the road offer sufficient loading and delivery locations. 10. The location is accessible from the Police and Fire stations, and has several approaches for emergency vehicle access. 11. As needed, a valet service could be implemented. 12. As needed, Adult Use customers will only be allowed to access the site with an appointment made online in advance. The number of appointments available will be designed to mitigate traffic. 13. Seasonally, and if community demand is sufficient, a pick-up courtesy vehicle will be used to bring Medial and Adult use customers to and from the facility. Shuttle locations would be determined by demand and could include medical facilities, not just residential locations. This would be for transporting people and absolutely would not be a product delivery service. 14. If the Town chooses, a turning lane could be implemented at Old South Road and MMSI may be able to assist with that effort. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 17. Additional Plan Plans for exterior nuisance mitigation (including light, noise, emissions, odor, debris), minimization of water use, wastewater treatment, use of renewable energy sources; fire safety, recycling and handling of solid waste, security plan (for location, facility, interior environment, data and products), and plan for testing of product(s); This Section includes the following additional plans: Exterior Nuisance Mitigation Plan Energy & Water Usage Plan Wastewater Treatment Plan Security Plan Plan for Testing Products Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 1 MMSI Plans for Exterior Nuisance Mitigation Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Contents Lighting Related Nuisance Mitigation ....................................................................................................... 2 Noise ....................................................................................................................................................... 2 Emissions and Odor ................................................................................................................................. 2 Debris ...................................................................................................................................................... 3 Fire Safety ............................................................................................................................................... 4 Fire Drills ............................................................................................................................................ 5 Conducting Fire Drills ....................................................................................................................... 5 Fire Drill Records .............................................................................................................................. 5 Fire Drill Report ................................................................................................................................. 5 Fire Response ................................................................................................................................... 6 Evacuation Procedures and Emergency Escape Route Assignments ......................................................... 6 Emergency Evacuation Route Maps ..................................................................................................... 6 Sample evacuation plan ................................................................................................................... 6 Procedures For Critical Facility Operations Before Evacuation .............................................................. 7 Procedures To Account For All Employees After Emergency Evacuation Has Occurred .......... 7 Rescue and Medical Duties ............................................................................................................. 8 Solid Waste Disposal and Recycling.......................................................................................................... 8 Recycling / Waste Removal .............................................................................................................. 9 Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 2 Introduction At Mass Medi-Spa, Inc. (MMSI), we take every measure accountable to ensure a nuisance free operation, while maintaining the highest levels of safety and security. Our goal is to be not only the greatest operation, but too also be the greatest neighbor possible and ensuring we have a welcoming, friendly presence while professionally and positively engaging residents, businesses, and visitors, and maximally contributing to our island home. Lighting Related Nuisance Mitigation Exterior lighting will be adequate to ensure that surveillance cameras and footage are clear and compliant per regulatory statutes, and that a safe environment exists after dark. Exterior lighting will be provided by retail-standard metal halide and LED equipment, directed so that it does not create an outwardly visible or annoying setting. The use of motion-sensitive activators will also be employed after hours to ensure the security of the facility, patrons, and team, while reducing our energy consumption, visible impact, and potential nuisance in general. As our production environments utilize enclosed, controlled spaces, any operational lighting from cultivation or processing will be completely non-visible from the exterior. Noise The construction of our facility is such, and the production environments utilize enclosed, controlled spaces, that any operational noise will be mitigated, and not audible to persons outside the facility or in the dispensing annex. Any external noise will be created by HVAC units, and no different than standard retail and/or commercial settings. No exterior music will be projected, and we will post signage as well as train personnel to request that patrons do not play music in the parking lot. Emissions and Odor Our center will use a combination of odor control methods to “scrub” the air free of odor particulates in a way that is natural and does not produce harmful byproducts, along with packaging and storage systems and overall facility design to ensure the maximum elimination and reduction of on-site and off- site odors. • ‘Activated Carbon’ Air Filters- Rooms containing marijuana and marijuana products shall be maintained at a negative pressure as in-line fans will be situated to pull air out of such rooms. As such air is being pulled out, "make-up" air from the outside will be filtered through an appropriate High Efficiency Particulate Absorption filter and heated or cooled as necessary to maintain a comfortable working environment. High-powered, inline exhaust fans will suction air through porous activated carbon (also called “activated charcoal”) filters that molecularly absorb volatile chemicals, including the Terpenes, Terpenoids and Thiols that give marijuana its distinctive odor, rendering the scent effectively neutralized. These filters will be used throughout the facility, with the “scrubbed” air being re-circulated into the dispensing facility, and / or if desired exhausted directly via exterior ventilation access points, vertically through/above the roof in an area as far as possible from any nearby structures or points of ingress/egress. o Active Carbon filtration is commonly employed by Marijuana producers / growers / dispensaries, as it has been shown as extremely effective in eliminating Marijuana, Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 3 Cannabinoid, Terpene, and other associated odor elements while maintaining a natural, safe, effective solution. o An amount of air flow will be cycled through the activated carbon filters at enough cubic volume to cycle / scrub the entire facility, and will be asserted various times throughout the day operating on a patterned method to save energy. • Polarized-Media Electronic Air Cleaners- will create a polarized electric field using direct current that will polarize the air particles, which pass through it, causing them to adhere to a disposable fiber pad. This technology is non-ionizing and does not generate ozone. These cleaners will be used throughout the dispensary facility as they are mobile / movable in nature. • Freestanding HEPA filtration modules- will also be employed to help eliminate associated Cannabis odors, and to improve the overall air quality, reduce any negative travel associated health impact, and lower the risk of airborne germ / virus / allergen transference. These too will be used throughout the dispensary facility as they are mobile / movable in nature. • Essential Oils- (i.e., ONA Gel) will be strategically dispersed to neutralize odors by evaporating into the air as Terpenes and Terpenoids, without leaving residue behind, and physically reacting with odorant Hydrocarbons to form new scent free compounds. The gel is organic and comprised solely of compounds that occur in nature. It is environment friendly, and has been found by the EPA to be non-toxic in conventional amounts. The MSDS for this substance will be clearly and conspicuously posted and available to employees and patrons. • Air-Tight Packaging and Storage Containers- To ensure the shelf life, odor control, and overall quality of all Cannabis products, we intend to employ sealable air-tight containers for all products received from producers and placed in secure storage. These containers are to be made from non-toxic materials, unaffected by heat/cold, and are to be sanitized upon each use. Furthermore, all products to be carried out by Patients will be sealed in compliant, air-tight packaging in addition to the approved producer packaging, and placed within compliant exit packaging. • Facility Design- Our facility is designed in such a manner that dual levels of egress/ingress are required- The primary exterior entry/exit points are segregated from the interior space of the facility by another sealed entry/exit door; and each area within the facility is segregated and independent. (Excepting emergency/fire escapes) While this system is primarily a security feature, it prevents substantial air volume from transferring within the facility or escaping through ingress/egress points. Additionally, ventilation and climate control systems are designed to contain and recirculate filtered and fresh air throughout the facility while not allowing un- filtered air to escape. • Summary- Our team makes a withstanding promise to surrounding neighbors to control odor efficiently and quietly, while also making a promise to our patients and primary caregivers to never use ozone generators or other ionizers, which may have adverse health effects in humans and affect the potency, qualities and shelf-life of marijuana products. Our goal is to provide a healthy, in-obtrusive environment that will benefit the community in every way possible. Debris We do not anticipate creating any production related debris, other than production related waste or bi- product which will be fully contained, destroyed or recycled, and disposed of in full compliance with applicable regulations. Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 4 With regard to potential litter or waste outside the facility, our personnel will be assigned regular sweeping and collection duties to ensure a clean, positive aesthetic and contribution to the community. Fire Safety MMSI’ facilities will be equipped with fire alarm systems that include smoke detectors and pull-down emergency alarms, as well as fire suppression systems approved by the Fire Marshall and installed by Nantucket Media Systems (NMS). NMS has focused on home surveillance systems and has worked closely with the Nantucket Police Department to secure home safety since 2001. NMS is owned and founded by Michael Alpert, a local Nantucket provider with years of dedicated service to Nantucket businesses and residents. When a fire emergency is observed or discovered by an employee, that employee will notify the nearest manager. The manager will determine if evacuation is required and will activate the fire alarm if necessary. If the fire is obviously severe, employees will pull the fire alarm immediately. Horn and strobe devices alert people of a possible emergency on the property. The system notifies the fire department. If you hear the fire alarm, evacuate immediately. You may be able to identify the location of the fire by the smoke. Smoke from a fire may contain toxic materials - if you must escape through a smoky area, stay close to the floor. Area fires often start as small events and can grow very quickly. An immediate response is necessary. GET HELP. Call, or have someone call the fire department and MMSI security staff. Employees trained to use portable fire extinguishers may be expected to fight fires in the initial stages. If the fire is still small, you may use a fire extinguisher to try to suppress it. Be careful not to position the fire between yourself and the exit. If the fire is growing, do not risk your safety. If the fire is so large that it cannot be contained or extinguished with one fire extinguisher, pull the fire alarm, notify people around your area to evacuate, and get out as soon as possible. Fire alarms must be taken seriously. Close all doors in the area and proceed to the nearest exit that is not affected by the event. MMSI management will work quickly to determine the cause of the problem and restore the facility to operating status. Staff and members will be notified when it is safe to re- enter. If facility evacuation is necessary, the manager will first give verbal notification to evacuate the building. If verbal notification is not feasible, the alarm will be pulled. When the evacuation is signaled, employees, members, and contractors will proceed to the nearest facility exit by taking the primary escape route. If the primary escape route is blocked or inaccessible, the secondary escape route will be taken (see emergency escape diagrams). If the situation allows, the AIC will ensure cash is secured in the fireproof safe and will then proceed to evacuate the facility. In the facilities, the Manager or Team Lead (if the Manager is not available) will bring the designated “go bag” with them while evacuating the facility. Employees, guests, and contractors will follow the “EXIT” signs, identified by arrows leading to the outside of the building. Employees, members, and contractors exiting the facility will take the shortest route possible to the Rally Point (listed in the Evacuation section). The rally point is the area in which employees will congregate to allow each manager to conduct a roll call and determine if all employees have safely evacuated the facility. Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 5 Fire Drills Fire Drill and Safety Policy has been formulated. The following emergency evacuation “R.A.C.E.” will be adhered to: • RESCUE- Move anyone in danger to an area of safety • ALARM- sound alarm and call the fire department • CONFINE- close all (accessible) doors • EXTINGUISH- Fight the fire, only if completely safe to do so Conducting Fire Drills Fire drills will be conducted upon initial opening, at least every 90 days, and for all new employees. Administration shall: • Pick a staff person to assist you- This person will be the victim • Call the Monitoring Company and/ or the Fire Department • Let them know that you are doing a drill - Do not do surprise alarms • Insure you have all tools needed to reset the alarm - Keys, Screwdrivers, Allen wrenches, glass rods or other parts • Place a sign, flashing light, or other indicator at the location of the fire. Locate the “Victim” in chair or on the floor. Wait for Staff to discover the fire • If the room has a smoke detector, wait 30 seconds and activate the room smoke Alarm. If the room does not have a smoke detector, wait 2 minutes than activate the corridor smoke detector nearest the room OR ask a staff person to go through their duties when they find a fire Fire Drill Records Records shall be maintained by the manager on duty for all required emergency evacuation drills and shall include the following information: • Identity of the person conducting the drill • Date and time of the drill • Notification method used • Staff members on duty and participating • Number of occupants evacuated • Special conditions simulated • Problems encountered • Weather conditions when evacuating outside • Time required to accomplish complete evacuation Fire Drill Report Each drill will require a report showing: • Date and time of the drill • Identity of the person conducting the drill • Notification method used • Number evacuated • On back or second sheet list staff names on duty and Participating in the drill • Special Simulated Conditions • Weather conditions when evacuating outside • Time required to complete Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 6 • Problems encountered Fire Response • The on-site admin/Management is responsible for fire evacuation plans and notices, the inspection and signage placement of fire safety equipment including portable fire extinguishers and fire suppression systems, and training Employees on their use. o Notices of: § location of equipment § alarms § smoke detectors § Emergency evacuation routes o Directions for fire extinguisher: § Remove from mount § Pull pin and verify pressure/level gauge § Aim at base of flame § Fire in bursts, in sweeping motions o Directions for fire alarms: § Pull down on lever completely (breaking glass or insert) § Press the ‘fire’ button on security alarm panel § Press panic button remote/fob § Call 911 on accessible lines and/or cellular phones from a safe area • On-site Employees and Patients must evacuate a building when the fire alarm sounds using the nearest exit, or the exit farthest from the fire or smoke, and not re-enter a building until authorized by Public Safety / fire officials • On-site Management are responsible for orienting themselves and Employees to the facilities they use, for making themselves aware of the posted evacuation plans for those buildings, for conducting activities in the safest possible manner and for adhering to the fire safety policies. Evacuation Procedures and Emergency Escape Route Assignments Emergency Evacuation Route Maps To assist all employees, members, and contractors, escape route maps have been posted in various work areas throughout the facility. Each map indicates the routes to an exit. Employees, members, and contractors will evacuate the building by following the emergency evacuation route as indicated on the map. In the event the primary fire exit escape route is blocked or otherwise inaccessible, a secondary route of escape will be followed. Sample evacuation plan A finalized, detailed evacuation plan will be developed with help from the Nantucket Fire Department/Marshall, and posted conspicuously within all areas of the facility. Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 7 Procedures for Critical Facility Operations Before Evacuation • The shutdown of critical operations will be done only when the procedure can be done safely and without risk. • The following procedures will be accomplished only when the emergency does not expose the employee to any unnecessary risk. The company does not expect any employee to endanger him or herself by entering into an area that has become involved in any type of emergency. • When a fire or other type of emergency involves the natural gas or hydrocarbon solvent system, the Manager or designated employee, will shut the gas or fuel supply off at the appropriate emergency shut-off valve if safe to do so (marked on escape route map). • If there is a water-related emergency such as flooding or sprinkler system malfunction, the Manager, or designated employee, will either shut off the localized water supply valve or main water shut off valve if necessary (marked on escape route map). • If it is safe to do so, a final sweep of the facilities should be conducted by the last manager on site in order to find any employees left behind. Procedures To Account For All Employees After Emergency Evacuation Has Occurred In all facilities, the Manager or Team Lead (if the Manager is not available) will bring the designated “go bag” (red duffle bag with white cross on it) with them while evacuating the facility. Employees, members, and contractors, etc. will follow the “EXIT” signs, identified by arrows leading to the outside of the building. Employees, members, and contractors exiting the facility will take the shortest route possible to the Rally Point (listed below). Do not be concerned about personal vehicles or belongings left in the facility. The Rally Point is the area in which employees will congregate to allow Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 8 each Manager to conduct a roll call and determine if all employees have safely evacuated the facility. Managers will report the status of the staff, members, and contractors to the Logistics Team. At the facility, the primary Rally Point is at the South end of the property. The meeting area is designated by a “Rally Point” sign. The secondary Rally Point is located at the North end of the property across from the parking lot. Situational circumstances will dictate which Rally Point is to be used. For example; if the North end of the building is burning, the primary, South-side Rally Point will be used. Employees will gather furthest from the emergency. Rescue and Medical Duties Rescue will be attempted only by the emergency response service(s) called to the scene of the emergency. Employees shall not be expected to attempt rescue. The senior manager on site at the time of the emergency will inform the person in charge of the emergency response team if any employee(s) remain inside the facility. The approximate location of the individuals will also be communicated. First-aid treatment may be provided by staff trained in first-aid procedures until such time that professional medical attention is available. Solid Waste Disposal and Recycling All cannabis waste will be disposed of in compliance with the regulations associated with waste disposal in the Commonwealth of Massachusetts and by Nantucket Township. Company policy requires that we store all green waste in designated labeled waste bins, which are kept within the vault located in the secure room for full compliance and surveillance. The vault is divided into multiple areas, including a quarantine hold area. The quarantine hold area will serve as central holding location for all green waste that is collected At the end of the day, all green waste will be sorted, weighed, logged and entered into the Company’s Waste Disposal Log by the Agent in Charge (AIC) and/or technicians under supervision of the AIC. Managers will be responsible for ensuring that all green waste is accurately logged and entered into the Company’s proprietary point of sales software / seed-to-sale tracking system. Our designated seed-to- sale tracking system will produce a manifest that will detail the weight, batch and lot number of all the green waste that is disposed of. MMSI holds green waste for seven days, and waste disposal only occurs once a week, decreasing the likelihood of green waste theft and unintended diversion of cannabis. After green waste has been quarantined for seven days, the manager will supervise the rendering of any green waste into an unusable state, employing compliant, approved methods. This results in a 50 percent non-cannabis waste by volume. Rendering green waste unusable requires combining it with other forms of waste. This includes livestock feeds, food waste, yard waste, vegetable-based grease, biodegradable products, and plant matter. Once the waste has been rendered unusable, the manager will ensure the non- consumable green waste is locked in a secured waste enclosure that will not be accessible by the general public. All disposal of unusable green waste must be performed in front of the Company’s surveillance system to verify disposal is compliant and accurately logged; physically and within the seed to sale system. Mass Medi-Spa, Inc. – Plan for Exterior Nuisance Mitigation, Section 17 9 Registered agents will only have access to waste when accompanied by a manager at the time of disposal. Once the unusable cannabis waste has been disposed of, the manager will contact a designated local waste management company for pick-up. All green waste will be transported to a landfill or another designated dispensing location. Recycling / Waste Removal • All areas with employee/patron traffic will contain recycling and waste receptacles. Personnel will be educated regarding proper determination, sorting, and general eco-responsibility. • All areas within the facility will have recycling/waste bins readily accessible • The company will maintain a service agreement for external, closed lid ‘dumpsters’ at each site with regular removal/emptying scheduled • All bins will be emptied into these dumpsters upon closing each day, and as necessary upon being filled or having contaminated / hazardous substances • An approved, locking hazardous waste container will be utilized/available as necessary Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1 MMSI Energy and Water Usage Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Best Management Practices for Energy and Water Usage and Plans for Ensuring Energy Conservation and Mitigation of Other Environmental Impacts Introduction In order to responsibly operate while acting to best serve our community, we have applied an in-depth understanding of the potential and concurrent impacts of indoor commercial cannabis cultivation, processing, and dispensing, and developed a series of environmental impact reduction techniques, technology applications, practices, and outreach programs which serve complimentary to our goal of community mindedness and continual improvement. Contained herein are summaries and descriptions of: • Environmental Impact Assessment and Goals • Program Structure and Frequency • Environmental Impact Minimization • Internal and External Programs & Contributions • Additional / Future Concepts • EPA ‘WaterSense at Work’ reduction, conservation, and utilization guidance Environmental Impacts and Goal Summaries It appears that in all likelihood, the outstanding environmental cost adhered to the implementation of access to medicinal Cannabis, is likely to be energy for indoor commercial cultivation, along with the consumption from infused product manufacturing centers. In the case of cultivation, nearly all of this energy is electricity used for lighting and ventilating, and the energy bill can amount to 30% or more of production costs. While the price of electricity provides growers a market signal for efficient production, it does not reflect the climate effect of greenhouse gas released by electricity production. Overall, (Mills 2012) estimates show that carbon dioxide emissions are approximately 4600 kg CO2 / kg indoor cannabis produced, but this is based on average national electric GHG-intensity; the figure for production will of course be variable, dependent on a number of factors yet to be determined. All figures derived from Mills, 2012. Table 1: On-site energy and climate intensity of different cultivation methods per kilogram of product (marijuana). Energy kWh/kg GHG kgCO2eq/kg Indoor Cultivation Low High Low High 4400 6100 590 3000 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 2 At $30/ton CO2e, a common assumed social cost of GHG emissions; these estimates imply climate damage worth between about 1c and 9c per gram of product for indoor growing Our goal will be to minimize our demand for electricity and all resources as much as possible, and thus reduce our greenhouse gas emission and carbon ‘footprint’. This is to be achieved through practices, equipment, outreach and techniques. Central to our strategy will be to reach out to the Nantucket Energy Office and Laura Sinatra to provide guidance and assistance in identifying energy projects and initiatives that will help us achieve our energy goals, and that reflect efforts supported and approved by the Town Manager and select Board. In compliment to this goal, we have established an “Environmental offset funding program” which will effectively match our contribution to our environmental cost in value. For example; a sample statistic shows that; at $30/ton CO2e, a common assumed social cost of GHG emissions; these estimates imply climate damage worth between about 1c and 9c per gram of product for indoor growing. Our actual cost/impact will be determined upon actual operational values, and an equivalent amount of funding will go to tropical rainforest protection, and/or local carbon reduction/environmental improvement groups. Marginal electricity demand is much more carbon-intensive than average demand, since daily peaks are usually met with natural--gas fired generation rather than less GHG-intensive “base load” hydropower generation. Increased cannabis cultivation indoors can be a noticeable fraction (single-digit percentages) of the island’s total electricity consumption. Our goal will be to eventually become as independent as possible of the need to consume public natural resources, and be able to contribute these resources back into the community while effectively lowering our environmental impact. This will include for example, establishing funding resources for high efficiency propane generators, as well as solar technology, which will exceed our projected demand for production. This will allow us to redistribute power back into the ‘grid’ and if possible establish a discounted rate of return for municipality based / state use, thus lowering consumption of public resources, and additionally contributing to public funds through potential savings. Other environmental effects of cannabis are worth attention, including water use, fertilizers and subsequent additive runoff, greenhouse gas emissions, emissions from vehicles, ancillary waste, and potential hazards adjunct to metal halide and high pressure sodium lighting equipment. While these areas are included in our scope of environmental impact reduction, it should be noted that within reason they are typical of similar horticultural and agricultural operations, and are believed to be increasingly mitigated as technology and practices evolve, without substantial sacrifice of other goals. Our goal will be to act and operate as environmentally friendly as possible, and serve as a model to other facilities of similar purpose. Operationally we will employ the practices and technology described herein, abide by all facets of CRM with regard to disposal of waste, unusable products, and any harmful substances, and continually seek improvement of our programs. This will include not only our operations, but the actions, outreach, and environmental mindedness of all of our employees and associates on the premises, the surrounding areas, and homes. The following two (2) tables contain visual references which describe the general consumption ratios of indoor Cannabis cultivation, as well as common operating specifications which are similar to those intended to be used as per our cultivation/operational plans. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 3 Table 2: Indoor Cannabis Energy Usage Diagram Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 4 Table 3: Configuation, environmental conditions, and set points for Indoor Cannabis Cultivation Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 5 Structure and Frequency The on-site operations manager, reporting to the chief operating officer will hold the responsibility of coordinating, executing, acquiring technology, and delegating the accompanying matters to achieve our goals. Practices, techniques, etc. on a consistent basis will be a shared responsibility of all Employees, Administrators, and Officers. A portion of each scheduled staff meeting will be dedicated to discussing, expanding, and/or improving our environmental practices, technology, information, and goals. The program will undergo a quarterly review by the managing board, to assess data, practices, new information, and how to improve our operational impact reduction. Included agenda items are at least to be the following: • high efficiency equipment and methodology • new technology and/or information • effective space utilization, control systems • energy audits / data assessments to continually reduce or sustain consumption efficiency rates • future goal setting and strategy Environmental Impact Minimization Our operational plans and goals include a number of best practices, techniques, and methodologies to reduce our environmental impact, while maintaining full compliance with any / all statutes and subsections of CRM. Included herein: • Practices and Methodologies o Preemptive solutions / environmental controls o ‘Green’ sanitation & cleaning practices o Quality assurance assessment at all stages of cultivation o Clean-room separation from sensitive area access with Air-shower usage o Employee / sensitive area access wardrobe requirements o Electricity consumption reduction techniques & efficient space design o Proper disposal of lighting related toxins (mh / hps bulbs) o Organic nutrient & pest/crop solutions o Minimal water usage & minimal nutrient wasting / runoff methodology o Maximizing usable products / minimizing waste • Equipment, Usage, and Technology o High efficiency equipment and environmental practices o Office related o Agriculture related o Transportation related • Internal and External Programs & Contributions o Recycling program / waste minimization o Road segment/ rest-stop sponsorship program o Rainforest protection / local carbon reduction sponsorships o Compost / waste usage program Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 6 • Additional / Future Concepts o propane power generator fund o Solar panels o Bio-diesel and/or electric vehicles o Consideration of LED systems as technology improves o Commitment to continual improvement Practices and Methodologies Preemptive solutions / environmental controls A number of preventative techniques and technologies will be employed for preemptive solutions and environmental controls, in order to maximize our quality assurance, efficiently increase production values, and reduce the risk of problematic situations, thus reducing the potential need for pesticides, fungicides, mold agents, etc. These include a sealed, controlled environment development; segregated from regularly accessible areas of the facility, and into various stages of development for gained efficiency through minimal losses, and overall crop risk mitigation; as well as: • Lighting: To be sufficient in scale as per our cultivation plan, placed far enough from canopy levels to avoid overheating and/or burning of plants, while maximizing photon absorption potential with regard to the ‘inverse square law’ • Temperature: Is to be kept at ideal levels through use of closed system commercial HVAC and split AC, will help improve production values and reduce the chance of pests like spider mites, aphids, and thrips, which thrive in higher temperatures. This will also help with humidity controls. • Humidity: Will be controlled by use of dehumidifiers as necessary to maintain circa 50-60% relative humidity. Plant perspiration and wet substrate environments create high levels of humidity, which can in turn lead to molds, fungi, and other undesirable issues. • Air movement & exhaust: Will be sufficient to effectively cycle the full cubic volume of each production area, with strategic placement for maximum efficiency and productivity. Ensuring proper air flow through stoma/stomata of plants encourages healthy growth, cooler temperatures, and reduces the chances of pest infestation on un-healthy or decaying plant matter. o All/any air to be exhausted or recycled within the facility will be filtered for micro- particles, organic materials, and odor elements, including residual Cannabinoids and Terpenes via active carbon filtration driven by high-volume in-line fans, at a capacity which will filter the full volume of the facility, fully or substantially eliminating accompanying odors inside the facility, and render them undetectable outside it, ensuring higher safety and quality levels of used air, and leaving any exhausted or contained air effectively ‘scrubbed’ of odor and other particles. o Should there be any; exhausted, filtered air will be directed into the vents which release through the facility ceiling, at least 20-25 feet above the structure and adjacent buildings. • Carbon dioxide levels: Will be increased up to 1500-1600ppm at various times, using natural gas burner technology. By maximizing plant strength and yield, we can in turn prevent issues caused and/or invited by weak or sick plants, and reduce our overall GHG and KW/hr production ratio Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 7 values. This is to also be eventually offset by implementation of propane generator residual CO2 usage. ’Green’ sanitation & cleaning practices Our goal is to only employ organic cleaning/sanitation agents, along with supplementary equipment such as water based high-pressure washing of equipment, in such ways that are non-harmful to any product or personnel, at any stage of development. Quality assurance assessment at all stages of cultivation To be performed regularly, as preventative maintenance and impact minimization for problem outbreaks, which improves our quality and production values, as well as reduces the necessity of deterrents or solutions. Clean-room separation from sensitive area access with Air-shower usage A ‘clean-room’ barrier will be utilized, including an air shower system to remove undesirable elements from personnel’ specialty / laboratory attire. Employee / sensitive area access wardrobe requirements • no access to sensitive areas without proper apparel & clean room passage • prohibition of outside items • specialized clothing required (laboratory/medical grade smocks and/or scrubs, sealed suits and respirators as necessary) • hair and/or beard nets • facemasks • hand sterilization • sterile gloves • covers for footwear Electricity Consumption Reduction Techniques • Maximized operation during low-consumption/ off peak hours: Indoor cultivation that concentrates lighting periods at night will have a much smaller climate effect than if lighting is provided during high-electric use times, our goal will be to lessen our impact directly by scheduling photoperiods during these times, as much as possible, especially so for flowering phase plants, which will be scheduled for off peak hour consumption as much as possible. • Efficient design: Our cultivation design maximizes the lumen/photon coverage for each square foot of canopy. This is achieved through plant pruning techniques, concentrated plant spacing, maximally sized light reflectors, and extended canopy options. Proper disposal of lighting related toxins (mh / hps bulbs) Heavy metal and toxins from lighting materials used in indoor cannabis cultivation have environmental risks if not properly managed for disposal; each bulb contains approximately 30 mg of mercury and other toxins. Using productivity assumptions in Mills, we estimate that there is the potential for 30 mg of mercury pollution per kg of cannabis product if proper disposal is not practiced. In order to minimize this impact, an account is to be established, serviced, and documented for our lighting related waste at Batteries Plus Light Bulb Recycling Services, or similar service provider. This service is cleared by the EPA, and serves/employs the local community. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 8 Organic pest/crop solutions We will employ natural solutions as much as possible to remedy any problems with crop pests/issues. Should preemptive and environmental control measures fail, these remedies will be the first set of action; • Actionary: Segregation, removal & destruction- at failure of quality assurance, or assessment of issue(s) which may potentially spread predator species introduction- to remedy potential spreading from removed/affected plants. • Organic nutrients & supplements: Cultivation in our facility will be conducted only with organic nutrients, substrates, and/or performance supplements, which pose a significantly lower threat to the environment than synthetic fertilizers, while improving the efficacy and quality of Patient care. • Non-use of prohibited pesticides / elements: We will prohibit the use of all in-organic and related or listed substances under CRM. Only approved organic, well-practiced solutions will be used, and only as a last resort should preemptive or non-solution-based remedies fail. Minimal water usage & minimal nutrient wasting / runoff Our cultivation techniques minimize the amount of water used, as well as the amount of nutrient loss/pollution through incurred runoff. Cannabis plants are able to effectively oxygenate and transpire with decreased volumes of water, given more frequently. This method reduces overall consumption and runoff to as little as 5% waste. A great improvement compared to traditional methods. • Use RO Water from De-Humidifiers: Water collected from dehumidifiers will be used as much as possible for our operational water needs. This water is generally above acceptable for cultivation, and nearly sterile. High quality, higher-efficiency RO systems are to be employed to minimize water waste. It will undergo reverse osmosis filtering as well as quality assurance / assessment as a precaution before use. • Reverse osmosis / filtering before draining: Waste water containing nutrient / supplement runoff, organic elements, pest/crop solutions etc. will be drained from the growth modules and passed through reverse osmosis filtering. If, after quality assurance/assessment it is found to be reusable, be circulated back into production use. If not; drained through the facility outlets, compliant with all applicable environmental statutes, as well as those included in CRM. • Proper disposal of wastes/chemicals: An EPA certified / CRM approved waste removal company has been engaged for the removal of any/all hazardous materials which must be disposed. (see wastewater management and general disposal practices) Maximizing usable products / minimizing waste Our cultivation operations will utilize specific harvest & trimming training, in order to increase the raw amount of usable Cannabis, and promote efficiency along with quality assurance. • Use of resulting bi-products • For production facilities: The resulting bi-product trimmed from harvested plants, which still contain trichomes and resins will be collected, inventoried, and sold to Infused Production Manufacturing centers, thus reducing our waste output. • For micro-nutrient extraction and/or compost: It is intended to secure a relationship with an (MIP) center which utilizes micro-nutrient processing (Cannabis leaves are extremely nutritious, Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 9 especially so when properly extracted) and delivery as an available outlet for trimmed material with little or no psychoactive compounds. If not, compost & traditional compliant disposal will be used. • Composting of organic materials: Waste materials, stalks, etc. will be discarded after final inventory via locked, secured containers, and the addition of at least 50% non-cannabis materials ie; mulch, compost, and similar substrates. The resulting compost material will be disposed of, compliant to CRM Equipment, Usage, and Technology High efficiency equipment and environmental practices High efficiency equipment and best environmental practices will continuously be sought. Currently, we intend to employ equipment which is as high-efficiency as possible, seeking at least ‘Energy-Star’ or equivalent ratings as much as possible, without sacrificing safety, quality, or compliance. Office related • High efficiency and/or LED office/interior lighting • High efficiency computers, refrigerators, televisions/monitors, etc. • High-efficiency air, temperature & humidity controls • Use of recycled paper for operations / office functions • Paperless operation goal; set to be accomplished after 3 years of operation • Office recycling receptacles / programs Agriculture related • High efficiency equipment and related practices, with continual evaluation & improvements as technology / practices evolve o ballasts o bulbs o reflectors (by way of maximizing usable photon dispersing) o air circulation & exhaust o temperature and humidity controls o water usage, pumps / temperature controls o CO2 generators o master control systems • Eventual introduction of: o propane-Gas power generation § Use / delivery of subsequent CO2 emissions for production use, replacing use of separate CO2 generators. o Bio-diesel and/or electric transportation o Solar panels o Implementation of LED lighting systems Transportation related • Car-pooling program / compensation for Employees • Use / dedication of Company vehicle for shared transport use Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 10 • Initial or eventual (within 5 years) implementation of electric or bio-diesel vehicle for shared transport • Initial or eventual (within 5 years) implementation of electric or bio-diesel vehicle for secured / product transport (as deemed necessary if 3rd party service is not being employed, or decided to no longer be employed) Internal and External Programs & Contributions Recycling program / internal waste minimization All applicable materials consumed on-site are to be placed in provided receptacles, sorted by a delegated or volunteering employee, and recycled. This includes goods for production, as well as general items such as paper, food & beverage packaging, etc. and will be encouraged for all employees and officers in their homes and community as well. Rainforest protection / carbon reduction sponsorships As per our environmental impact and goal summary, it is estimated that at $30/ton CO2e, a common assumed social cost of GHG emissions; these estimates imply climate damage worth between about 1c and 9c per gram of product for indoor growing Our actual cost/impact will be determined upon actual operational values, and an equivalent amount of funding will go directly to tropical rainforest protection, and/or local carbon reduction/environmental improvement groups. Compost / waste usage program Composting of organic materials Waste materials, stalks, etc. will be discarded after final inventory via locked, secured containers, and the addition of at least 50% non-cannabis materials ie; mulch, compost, and similar substrates. The resulting compost material will be donated or disposed of, compliant to CRM. Additional / Future Concepts propane power generator fund Our goal to contribute to the community is one also realized through resource contributions. We intend to establish a savings account, with a total of 1-3% of all net revenue to be accrued there, a series of milestones set, and with the purpose of purchasing propane-Gas generators which can subsequently reduce our external consumption of power, more efficiently operate, and eventually return resources to the community. Each milestone will increasingly meet the capacity of our total operational load, and then exceed it. Allowing us to return this energy to the ‘grid’ at a discounted rate, if possible, for municipal/state use. • Establish Account & Fund dispersal; 1-3% of Net Revenue o Milestone 1: $500,000 and purchase / installation of 1st generator § Estimated 5-7 years § Approximately 40-60% reduction in power/public resource consumption o Milestone 2: $500,000 and purchase / installation of 2nd generator § Estimated 7-10 years § Near or full capacity met for operational demand § (Additional milestones if necessary to exceed operational consumption) o Milestone 3: Upon exceeding operational demand Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 11 § Estimated 7-10 years § Return of resources to ‘grid’ § Discounted or donated resources (if possible) for communal / governmental use Solar panels Will be added using a local supplier/installation service, on an as-possible basis as per our facility ability / limits, in order to supplement office related consumption, during and after achieving our eventual goal of electric independence. Installation/capacity is earmarked at 15-25% offsetting of office use for fiscal years 3,4,5, and 6, with the hope to reduce this time if it is found to be financially reasonable. Bio-diesel and/or electric vehicles Will be sought within 5 years of operation to reduce our vehicle emissions impact, and serve our needs including secure product transfer, and shared Employee transportation Consideration of LED systems for agriculture As LED technology improves, we intend and hope to eventually employ as efficient of lighting systems that exist, without compromising quality, production values, and/or safety. Currently, data and our experience reflect that the market is still in need of development to achieve our full need set, and become implemented into our cultivation plan. We will monitor and research the development of high- efficiency LED lighting as data continues to be derived and begin to implement it into increments of at least 10-25% of propagative, vegetative, and/or flowering development space, determinant on the efficacy of the technology at that time. Commitment to continual improvement Our goal will be to serve as a model operation in all facets, including environmental impact reduction. This is to be maintained on a continual basis, through regular addressing, goal setting, continued research, and implementation of technological evolutions as defined or described in this plan to ensure our operation is such that it makes as little environmental impact as possible, does not compromise safety, Patient care, or production, and contributes maximally to our community and its natural resources. Water Management Planning Overview (per EPA ‘WaterSense at Work’) We at MMSI understand the importance of conserving and protecting water sources. We intend to utilize the EPA’s WaterSense at Work Guidelines for assessment and minimization of our water consumption, as well as for preventing potential contamination or improper disposal. We also intend to practice the following practical measures, techniques, and technologies to provide Nantucket with an operation that is safe and ecologically responsible. Minimal water usage & minimal nutrient wasting / runoff Our cultivation techniques minimize the amount of water used, as well as the amount of nutrient loss/pollution through incurred runoff. Cannabis plants are able to effectively oxygenate and transpire Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 12 with decreased volumes of water, given more frequently. This method reduces overall consumption and runoff to as little as 5% waste. A great improvement compared to traditional methods. USE OF REVERSE OSMOSIS FILTERED WATER FROM DE-HUMIDIFIERS Water collected from dehumidifiers will be used as much as possible for our operational water needs. This water is generally above acceptable for cultivation, and nearly sterile. High quality, higher-efficiency RO systems are to be employed to minimize water waste. It will undergo reverse osmosis filtering as well as quality assurance / assessment as a precaution before use. Reverse osmosis filtering before draining Waste water containing nutrient / supplement runoff, organic elements, pest/crop solutions etc. will be drained from the growth modules and passed through reverse osmosis filtering. If, after quality assurance/assessment it is found to be reusable, be circulated back into production use. If not; drained through the facility outlets, compliant with all applicable environmental statutes, as well as those included in CRM. Environmental Protection Agency – WaterSense at Work Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Water Management Planning and Strategy Water management planning serves as the foundation for any successful water reduction effort. It is the first step a commercial or institutional facility owner or manager should take to achieve and sustain long-term water savings. Water management planning generally addresses water use reductions in four areas:3 • Reducing water losses (e.g., leaks). • Increasing the water efficiency of fixtures, equipment, systems, and processes. • Educating employees and occupants about water efficiency to encourage water-saving behaviors. • Reusing onsite alternative water that would otherwise be discarded or discharged to the sewer (e.g., reusing treated gray water or rainwater to water landscape areas). Effective water management planning is easily coupled with energy and waste management. Water management follows the same framework used in the U.S. Environ- mental Protection Agency (EPA) and the U.S. Energy Department’s (DOE’s) ENERGY STAR® Guidelines for Energy Management,4 and consists of these seven basic steps: • Step 1. Making a commitment • Step 2. Assessing facility water use • Step 3. Setting and communicating goals • Step 4. Creating an action plan • Step 5. Implementing the action plan • Step 6. Evaluating progress • Step 7. Recognizing achievement Step 1. Making a Commitment The relative success of any water management program hinges on the organization’s long-term commitment to use water more efficiently. Commitment should come from all levels within an organization to ensure that appropriate water management goals are established and that continuous improvements are made. A champion is necessary to provide guidance, maintain momentum, and infuse energy into project implementation. A champion often advocates for the improvements and celebrates successes to support additional water-saving projects in the future. 3 Arizona Municipal Water Users Association (AMWUA) Regional Water Conservation Committee and Black and Veatch. August 2008. Facility Manager’s Guide to Water Management Version 2.7. Page 2. www.amwua.org/business.html. 4 U.S. Environmental Protection Agency (EPA) and U.S. Energy Department’s (DOE’s) ENERGY STAR. Guidelines for Energy Management Overview. www.energystar.gov/index.cfm?c=guidelines.guidelines_index. WaterSense at Work: Best Management Practices for Commercial and Institutional Facilities 1-7 When an organization chooses to make a commitment to water efficiency, it should consider the following: • Form a dedicated water management team of staff and other professionals, including a team leader (i.e., champion) that is responsible for overseeing and implementing the water management program. Team members should include people from all parts of the organization, including someone familiar with regulatory compliance and a facility or building manager with knowledge of the building’s infrastructure and major mechanical systems. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 • Develop a water management policy that provides the structure for establishing and achieving water management goals. • Incorporate water efficiency into long-term facility operation objectives and allocate the resources necessary to achieve goals. • Integrate water management planning and goal tracking into company perfor- mance and sustainability reporting to elevate the importance of water efficiency and maintain accountability. • Consider incorporating water-efficiency policies and goals into the facility’s environmental management system (EMS),5 if one has been developed, and track progress on the goals through the EMS process. Step 2. Assessing Facility Water Use Understanding how water is used within a facility is critical for the water management planning process. A water assessment provides a comprehensive account of all known water uses at the facility. It allows the water management team to establish a baseline from which progress and program success can be measured. It also enables the water management team to set achievable goals and identify and prioritize specific projects based on the relative savings opportunities and project cost- effectiveness. Assessing facility water use incorporates the following steps: • Gathering readily available information • Establishing a water use baseline • Inventorying major water-using fixtures, equipment, systems, and processes • Creating a facility water balance Gathering Readily Available Information The first steps in conducting an in-depth water assessment include: collecting any readily available information that can provide a basic understanding of building operational characteristics and general water use patterns; determining major uses of water within the facility; and estimating the costs of water use and sewer discharg- es. This information can be used to facilitate a more detailed investigation of facility water use and return on investment for any water-efficiency related projects. 5 EPA. Environmental Management Systems (EMS). www.epa.gov/EMS/. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Developing an Understanding of Building Operational Characteristics To better understand a facility’s water use patterns, consider the following: • Survey operations and maintenance personnel to determine typical facility operating conditions (e.g., hours of operation, number of employees and visi- tors) and building characteristics (e.g., size, number of floors). Document this information using a tool such as the Building Water Survey Worksheet provided in Appendix B. • Determine how many days the facility is operating per year and when fluctuations in water use may be expected. Facilities such as schools use less water during months when school is not in session; office buildings use less water on the week- ends; and hospitals operating 24 hours per day, 365 days per year see no daily or monthly variation. Defining How Water Is Used at the Facility Once the water management team has a clear understanding of the facility’s operational attributes and typical water use patterns, the next step is to determine specifically how water is used and currently tracked at the facility by doing the following: • Identify all sources of water use at the facility. This can include: municipally sup- plied potable water, municipally supplied reclaimed water, wells or other freshwater sources, and onsite alternative water. For purposes of establishing a baseline, water sources can be more broadly grouped as potable, non-potable, onsite alternative, or purchased reclaimed water. • Identify and record basic information for all metered sources of water, including bill- ing account numbers and meter numbers, size/type, and location. Also note whether meters are dedicated to specific end uses (e.g., irrigation, indoor water use). Docu- ment this information using a form such as the List of Water Meters Worksheet pro- vided in Appendix B. In addition, consider 6 DOE, Energy Efficiency & Renewable Energy (EERE), Federal Energy Management Program (FEMP). Federal Water Efficiency Requirements. www1.eere.energy.gov/ femp/program/waterefficiency_requirements.html#eo13514. Water Sources Water sources can be defined as follows, based on the definitions developed by an interagency group working to implement requirements associated with a federal execu- tive order on sustainability:6 • Potable water: Water that is of sufficient quality for human consumption and that is obtained from public water systems or from natural freshwater sources, such as lakes, streams, and aquifers that are classified, permitted, and approved for human con- sumption. • Non-potable water: Water that is obtained from natural freshwater sources that is not of sufficient quality for human consumption and has not been properly treated, permit- ted, or approved for human consumption. • Onsite alternative water: Water that is not obtained from a surface water source, groundwater source, nor purchased reclaimed water from a third party. It can include rainwater or stormwater harvested on site, sump pump water harvesting, gray water, air-cooling condensate, reject water from water purification systems, water reclaimed on site, or water derived from other water reuse strategies. • Purchased reclaimed water: Wastewater treatment plant effluent purchased from a third party that has been diverted for bene- ficial uses, such as irrigation, that substitute the use of an existing freshwater source. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning documenting and tracking water use information for each meter using ENERGY STAR’s Portfolio Manager.7 • Identify sources of unmetered water use. • Work with operation and maintenance personnel to identify all submetered fixtures, equipment, systems, and processes. If available, obtain copies of internal log books or electronic records of submetered water use. Water meter Gathering and Reviewing Water Bills to Understand Use and Cost Collecting at least two years of water and sewer use data for the most recent timeframe possible for each identified source will help facility owners and managers better understand how much their facility’s water use costs. These data can include records or logs from source water meters and/or utility water bills. If bills are delivered to and paid off site, be sure to receive copies for track- ing and evaluating costs. In addition, consider the following: • Water bills usually contain several separate charges, which vary by utility. Figure 1-2 provides an example bill with the charges specifically labeled. Water manag- ers should contact the utility to clarify any questions before using the informa- tion to evaluate potential water use reductions and any associated cost savings. With this information, the water management team can prioritize water-saving project opportunities. • In addition to gathering data for metered sources, gather information necessary to estimate annual water use for any unmetered sources of water, such as well water or other source water brought on site. For example, water use may be esti- mated based on source water pumping rates or the consumption of the end uses supplied by the source. 7 EPA and DOE’s ENERGY STAR. Portfolio Manager Overview. www.energystar.gov/index.cfm?c=evaluate_performance.bus_portfoliomanager. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Consumption (ocf) 1.2 Water Management Planning Figure 1-2. Example Information on a Water Bill City Water and Wastewater Bill Bill Date: October 1, 2012 Due Date: November 1, 2012 Account Number: 987654-32 Customer Name: Facility XYZ Service Address: 123 Anywhere Lane Billing Detail: Water Charges: (a) Tier 1 – (0-100) $2.70/ccf 100 $270.00 Tier 2 – (101-250) $3.10/ccf 150 $465.00 Tier 3 – (251-500) $3.73/ccf 250 $932.50 Tier 4 – (500+) $4.13/ccf 50 $206.50 Total Water Charges 550 $1,874.00 Wastewater (Sewer) Charges: (b) Sewer Consumption $6.23/ccf 550 $3,426.50 Total Wastewater Charges 550 $3,426.50 Other Charges: (c) Fire Service $27.33 Stormwater Charge $104.89/acre 2.1 $220.27 Base/Service Charge $204.33 Total Other Charges $451.93 Total Charges $5,752.43 Summary of Charges: Previous Balance $6,221.38 Payment – Thank you $6,221.38 Water, Wastewater, Other Charges $5,752.43 Adjustments/Deposits $0.00 Total Charges $5,752.43 Meter ID: 12345 Current Meter Reading 33,127 Prior Meter Reading 32,681 Water Usage This Period (ccf) (d) 446 Water Usage This Period Last Year 682 Meter ID: 67890 Current Meter Reading 982 Prior Meter Reading 878 Water Usage This Period (ccf) 104 Water Usage This Period Last Year 159 Consumption (e) 1200 1000 800 600 400 200 0 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct (a) Example shows an increasing block rate structure in which the utility charges a higher rate for increasing increments of water consumed. Some utilities charge a flat rate regardless of consumption volume, while other utilities charge a decreasing block rate structure. Water charges take into account total water consumption from all water meters. (b) Charge is per amount of water discharged to sewer, which is often billed at a single rate, but could also have varying rates depending upon the quantity discharged. Oftentimes, this is based on the metered amount of water use (not a separate wastewater meter), which assumes that all water used was discharged to the sewer. In some cases, a facility can receive a sewer charge deduction for water uses that are known to not be sent to the sewer, such as cooling tower evaporation and irrigation water use. This deduction might appear on the bill. (c) The utility could charge other fees, including fire service, stormwater, or other base or service charges. Stormwater fees can be based on the facility acreage. The base or service charge could depend upon the size of the water meter. (d) Water usage is for the billing period for a specific water meter. In this example, water usage is reported in units of hundred cubic feet (ccf ). Other common units include gallons and liters. Note: A ccf is equivalent to approxi- mately 748 gallons. (e) In some cases, the utility might provide historical water use information, which can help identify any large leaks or anomalies. It might also show seasonal trends in water use. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Establishing a Water Use Baseline Establishing a water use baseline provides a reference point from which progress can be measured toward achieving water management goals. It is also an important component of developing a facility water balance, as discussed below. To develop a water use baseline, consider the following: • Using the water bills gathered from one or two years prior, document the facil- ity’s water use history using a form such as the Water Consumption History Work- sheet provided in Appendix B. In addition, consider documenting and tracking water use history using ENERGY STAR’s Portfolio Manager.8 • Calculate the facility’s total annual water use for each metered and unmetered water source and total for all water sources combined. This total annual water figure will serve as the facility’s water use baseline. • If long-term historical water use data are available, look for any anomalies that might suggest that the established water use baseline is not representative of typical facility water use (e.g., a large leak or a system or process change that occurred and temporarily skewed water use). If an anomaly is present, either adjust the baseline as appropriate or identify a different year that can serve as the baseline. Inventorying Major Water-Using Fixtures, Equipment, Systems, and Processes Once the baseline is established, it is critical to understand how specific fixtures, equipment, systems, and processes contribute to the overall facility water use. This process can help the water management team establish a baseline for individual end uses of water and identify potential reduction opportunities. It can also facilitate the establishment of water management planning goals. Three important components of a water assessment include: reviewing existing data, touring the facility to inven- tory water-using equipment, and verifying water use when possible. Reviewing Existing Data As a first step in the inventory process, plot one or two years of water use data from bills, log books, or other available sources to identify seasonal trends or abnormal- ities. Note any peaks, particularly in the summer months, which can indicate how much additional water is used for building cooling and irrigation systems. Use this analysis to estimate cooling and irrigation water use, if those sources are not subme- tered. Touring the Facility to Inventory Water-Using Equipment and Meter Locations Touring the facility to identify and inventory all of the major water-using fix- tures, equipment, systems, and processes is a key step in identifying how a facil- ity can improve its water efficiency. During the tour, note any obvious areas for 8 Ibid. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning improvement (e.g., leaking fixtures, single-pass cooling, outdated equipment). In addition, consider the following: • Interview any personnel that manage water- using systems or equipment to understand how the systems and equipment are operated and maintained and to verify water use. • Capture enough detailed information about all water-using fixtures, equipment, systems, and processes to determine how much water is consumed by each end use. Water assessor conducting a facility tour • Use survey forms or checklists, such as the Existing Plumbing Equipment and Water Use Inventory Worksheets, provided in Appendix B, to record fixture or equipment inventories, water use specifications (e.g., fixture flow rates), and water use patterns. This information can later be used to estimate water use.9 Be sure to record the hours of operation for each system or fixture to more accurate- ly calculate water use over time. • During the tour, pay particular attention to drain lines plumbed to floor drains in building mechanical and utility spaces. Trace these drain lines back to the originating equipment to make sure they are included in the inventory. • Identify locations of all meters and submeters if the locations were not deter- mined during the data-gathering phase. Read the meters and submeters, and check that the units and scale of the readings match water bills and internal log books. Verifying Water Use When Possible In some instances, it may be possible to measure or verify the water use from specific fixtures, equipment, systems, or processes. When verifying water use, consider the following: • If discharge from water-using equipment or processes is evident during the tour, use a bucket to manually collect water use over a 15-, 30-, or 60-second time period. Measure the water use collected during that time period to determine flow rates. • If possible, install temporary water meters or flow meters for larger water-using equipment or processes and briefly monitor water use. If the water use is fairly consistent throughout the day, water use could be measured for a period of a few minutes to estimate typical water use. If the water use fluctuates throughout the day, water use data should be collected over a 24-hour period to estimate an average water use. It is important to note the days of operation for each water use measured in order to estimate an annual water use. 9 AMWUA Regional Water Conservation Committee and Black and Veatch, op. cit., Page 18. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Consult the documents referenced in the Additional Resources section at the end of this section for more specific information about conducting a water assessment. Creating a Facility Water Balance The facility water balance is an accounting of all water uses at the facility. It indi- cates the relative contribution of specific end uses to the facility’s overall water use (i.e., baseline) and is a powerful tool for identify- ing, evaluating, and prioritizing water-efficiency improvements. It also provides a mechanism to identify water that is unaccounted for, which might be attributed to leaks. See Tables 1-2 and 1-3 for an example of a laboratory facility water balance. It is important to develop a water balance for all types of source water that a facility might be using. The fol- lowing steps will help with creating a water balance: • Sum the measured or estimated water use from all of the individual end uses for each water source. The sum of all end uses should roughly equal the facility’s total baseline water use. • For metered or submetered fixtures, equipment, systems, and processes identified, calculate typi- cal annual water use from meter readings, water bills, or internal log books. • For unmetered fixtures, equipment, systems, and processes identified, estimate the annual water use from flow rate measurements collected dur- ing the facility tour (if available) or use equip- ment specifications and patterns of use. Consult the relevant best management practices within WaterSense at Work to help develop water use estimates for specific fixtures or equipment. Most of these sections provide equations to help calculate water use of existing equipment and potential retrofits or replacements. • In some cases, the use of onsite alternative water sources (see Section 8: Onsite Alternative Water Sources) can offset the use of potable water. Track these sources separately in the facility water balance to fully account for all sources of supplied water. • If more than 10 percent of water use cannot be accounted for in the water bal- ance, there could be an unidentified source, a leak, or another issue warranting further investigation. Refer to Section 2.3: Leak Detection and Repair to help iden- tify and fix leaks. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Table 1-2. Example Laboratory Facility Water Balance for Potable Water Source Major Process Annual Water Use (gallons) Percent of Total Basis of Estimate Total Annual Potable Water Supplied 4,900,000 100 Monthly Water Bills Use 1: Sanitary (e.g., toilets, urinals, showerheads, faucets) 550,000 11 Engineering estimate of 750,000 gallons per year, subtracting onsite rainwater supply of 200,000 gallons/year Use 2: Water-Cooled Ice Machine in Commercial Kitchen 300,000 6 Engineering estimate using manufacturer product litera- ture Use 3: Pre-Rinse Spray Valve 50,000 1 Engineering estimate Use 4: Steam Sterilizer (i.e., continuous discharge tempering water) 300,000 6 Instantaneous flow rate mea- surement Use 5: Reverse Osmosis Supply 100,000 2 Metered Use 6: Cooling Tower Make- Up Water 3,000,000 62 Metered Use 7: Steam Boiler Make- Up Water 300,000 6 Metered Sum of Accounted-for Potable Water Use 4,600,000 94 Summed from uses 1 through 7 Unaccounted-for Potable Water Use 300,000 6 Calculated by difference from total water use and accounted for water use (since this is less than 10 per- cent, the facility likely does not have a significant leak) Table 1-3. Example Laboratory Facility Water Balance for Air Handler Condensate Supply Major Process Annual Water Use (gallons) Percent of Total Basis of Estimate Total Annual Air Handler Condensate Supplied 500,000 100 Metered Use 1: Cooling Tower Make-Up Water 500,000 100 Metered (separately from city-supplied make-up water) Sum of Accounted-for Air Handler Condensate Water Use 500,000 100 Use 1 Unaccounted-for Air Handler Condensate Water Use 0 0 Calculated by difference from total water use and accounted for water use Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Step 3. Setting and Communicating Goals Once the water management team understands how the facility is currently using water, the next step in the water management planning process is to gather building owners, facility management staff, senior management, and any other key decision makers to develop a list of water management goals and policy initiatives. Employ- ees from all different parts of the organization should be included in the goal-setting process to obtain a range of perspectives and promote a sense of ownership. The goals will drive the water management program and help fuel continuous improve- ment. Once water management goals and policies have been developed, they must be communicated to the entire organization with the support of senior management or the building owners. Top-level support gives legitimacy to the initiative and informs employees that water and energy reductions are a priority. A feedback mechanism should be created to encourage input, suggestions, and reporting of problems. Examples of water management goals might include: • Reduce water use by a certain percentage per year for a period of years for a total target percent reduction, based upon the facility’s established water use baseline. • Complete projects identified through the water management planning process within a set timeframe. • Upgrade and focus on making whole areas water-efficient, such as mechanical systems, restrooms, or commercial kitchens. • Establish a leak detection program to identify and correct any water use that is unaccounted for and could be attributed to leaks. • Use onsite alternative water sources to replace a certain percentage of potable water use. • Participate in a program to incentivize water use reductions (e.g., ENERGY STAR National Building Competition).10 • Obtain recognition for water reduction efforts from a federal, state, or local program (e.g., California Green Business Program, Wisconsin Green Tier Program, New Mexico Green Zia Leadership Program).11, 12, 13 • Achieve facility-level certification, such as the U.S. Green Building Council’s LEED® rating system or ENERGY STAR. State and local level certification programs can also provide benefits to commercial and institutional buildings. Sector-specific programs, such as the Michigan Green Lodging Program or the Green Restaurant Association program, are often tailored to promote significant reductions in envi- ronmental impacts.14, 15 10 EPA and DOE’s ENERGY STAR. The ENERGY STAR Challenge. www.energystar.gov/index.cfm?c=challenge.bus_challenge. 11 California Green Business Program. www.greenbusinessca.org/. 12 Wisconsin Green Tier Program. dnr.wi.gov/topic/greentier/. 13 New Mexico Green Zia Leadership Program. www.nmenv.state.nm.us/P2/GreenZia/index.html. 14 Green Lodging Michigan. www.michigan.gov/mdcd/0,1607,7-122-25676_25677_37026---,00.html. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning When setting and communicating goals, consider the following: • Ensure that goals are measureable and achievable. Remember that goals can always be strengthened if the organization achieves success sooner than initially anticipated. • Establish realistic implementation timeframes and dates. • Consider facility-specific conditions, such as long-term drought or water use restrictions, when establishing goals. • Communicate goals to employees, building occupants, and other relevant stake- holders to gain support for future projects. • Conduct a kickoff event to engage employees facility-wide. Step 4. Creating an Action Plan Using the water balance as a guide and considering any major areas for improve- ment noted during the water assessment, the water management team can create a detailed action plan. This includes solidifying water savings opportunities into spe- cific projects or operation and maintenance changes and prioritizing that project list. The action plan should determine which projects and practices can be implemented at the facility to achieve established water management goals. Creating an action plan consists of the following steps: • Identifying projects and calculating cost and potential savings • Identifying financing sources • Calculating simple payback • Prioritizing projects • Documenting project priorities in a detailed action plan Identifying Projects and Calculating Cost and Potential Savings To develop an initial list of potential projects, consider the following: • Utilize information gathered during the water assessment to determine which operation and maintenance changes and retrofit and replacement projects might be viable at the facility. Consider the largest uses of water identified from the water assessment and included in the facility water balance. These might be areas to target for the most significant water savings. • Review the checklist in Table 1-4 to help identify potential projects and practices for inclusion in the action plan. The checklist can be filled out after the water assessment to help the facility owner or manager determine where to focus his or her efforts. • Consider the impact of codes and standards, which may mandate or incentivize the use of certain fixtures or equipment (see Section 2.5: Codes, Standards, and Voluntary Programs for Water Efficiency). Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Once all opportunities have been evaluated, develop a final list of potential projects to prioritize, and estimate individual project costs and potential savings as follows: • For each identified project or practice, calculate the total water, energy, and cost savings from the water and energy use reductions. Remember to include savings from other associated materials and disposal costs. Consult the relevant best management practices in Sections 2 through 8 of WaterSense at Work for assis- tance with some of these calculations. • South Florida Water Management District’s Water Efficiency Self-Assessment Guide for Commercial and Institutional Building Facility Managers provides several equip- ment and process-specific water use and savings calculators, which can be useful for analyzing project-related water savings.16, 17 Identifying Financing Sources As a first step, determine if the project can be funded through the facility’s operat- ing expenses or capital funding mechanisms. The following financing sources and options can also be considered: • For larger, more expensive pieces of equipment, consider leasing the equipment from a technology vendor. ENERGY STAR provides information on a variety of lease types for energy-using equipment, many of which might apply to water-using equipment, such as commercial laundry systems or water purification systems.18 • Look for rebates and incentive programs offered by the local water utility to assist commercial and institutional building owners in making water-efficiency upgrades. Energy utilities also have rebates and incentives available to support projects that provide associated energy savings (e.g., laundry replacements, pre-rinse spray valve replacements). Rebate and incentive programs include free product distribution, partial rebates on purchases of water- and energy-efficient products, financial incentives based on total gallons of water saved from imple- menting large-scale projects, and billing offsets based on submetered water use that can account for water that is not being sent to the sewer (e.g., metering cooling tower make-up water and blowdown water to account for evaporation). • Consider private financing, which can be obtained through performance con- tracts managed by water management service companies and energy service companies (ESCOs). The service company develops, finances, and installs proj- ects designed to improve efficiency and maintenance costs for facilities over a seven- to 10-year time period. Water management service companies and ESCOs generally act as project developers for a wide range of tasks and assume the technical and performance risk associated with the project. Water management service companies will develop and finance water-efficiency projects, and some ESCOs will also develop and fund stand-alone water-efficiency projects, although 16 South Florida Water Management District Water Supply Development Section. April 2012. Water Efficiency Self-Assessment Guide for Commercial and Institu- tional Building Facility Managers. www.sfwmd.gov/portal/page/portal/xweb%20-%20release%203%20water%20conservation/water%20conservation%20 businesses#efficiency. 17 South Florida Water Management District. SFWMD Library & Multimedia. my.sfwmd.gov/portal/pls/portal/portal_apps.repository_lib_pkg.repository_browse?p_ keywords=waterefficiency&p_thumbnails=no. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning it is more common for ESCOs to bundle energy- and water-efficiency upgrades. The utility cost savings from the projects pay for the projects themselves, and any additional cost savings on top of the capital cost are shared between the service company and the facility.19,20 • Look for state-specific financing programs. Many states have made water- efficiency projects eligible for Property Assessed Clean Energy (PACE) financing programs that are carried out by local governments.21 Calculating Simple Payback Simple payback, based on the project cost and anticipated annual water savings, can be an effective metric for prioritizing potential projects and practices for inclusion in the facility-specific action plan. In some cases, retrofitting or replacing equipment can also save energy, further reducing the simple payback period and increasing project cost-effectiveness. To calculate the simple payback for a specific project or practice, gather the following information and use Equation 1-1: • Determine the total project cost that will come from the facility’s operating budget. If an alternative source of funding is available, such as a rebate to offset money spent from the facility’s budget, subtract it from the total project cost, as it will make the project more cost-effective. The project cost should be the total that will come directly from the facility’s budget only. • Estimate the water savings from the project, as calculated using equations in Sec- tions 2 through 8 of WaterSense at Work. • Identify the cost of water and wastewater. In some cases, the water utility deducts sewer charges for water that is not discharged to the sanitary sewer (e.g., water evaporated from the cooling tower or water applied to the landscape). In these cases, only consider the water cost when calculating simple payback of the project. Equation 1-1. Simple Payback (years) = Project Cost ÷ (Water Savings × Cost of Water and Wastewater) Where: • Project Cost (dollars) • Water Savings (gallons per year) • Cost of Water and Wastewater (dollars per gallon) If the project has an associated energy impact, determine the energy source (e.g., gas or electricity) and utility cost. Calculate the energy impact and consider including it in the simple payback calculation. 19 Ibid. Page 6. 20 National Association of Energy Service Companies. Resources—What is an ESCO? www.naesco.org/resources/esco.htm. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Table 1-4. Action Plan Water Use Reduction Opportunity Checklist Water Use Reduction Opportunity/Project Reference Section Already Implemented Evaluate/ Consider Not Applicable Water Use Monitoring and Education Read water meters and record monthly water use. 2.2 Install submeters on any major water-using equipment, systems, or processes. 2.2 Implement a leak detection and repair program. 2.3 Educate facility staff, building occupants, employees, and visi- tors on water management program goals and initiatives. 2.4 Review, understand, and utilize information in codes, stan- dards, and voluntary programs for water efficiency. 2.5 Sanitary Fixtures and Equipment Replace old tank-type toilets with WaterSense labeled models. 3.2 Replace old flushometer-valve toilets flushing greater than 1.6 gallons per flush (gpf) with high-efficiency models, and install retrofit dual-flush conversion devices on 1.6 gpf flushometer valve toilets. 3.2 Replace old flushing urinals with WaterSense labeled models. 3.3 Replace lavatory faucets or faucet aerators (for private use) with WaterSense labeled models and install 0.5 gallons per minute (gpm) faucets or aerators in public-use settings. 3.4 Replace old showerheads with WaterSense labeled models. 3.5 Wash only full loads of laundry. 3.6 Replace old single-load clothes washers with ENERGY STAR qualified models or consider the water factor when pur- chasing larger or more industrial-sized laundry machines. 3.6 Commercial Kitchen Equipment Replace old ice machines with ENERGY STAR qualified models. 4.2 Replace old steam cookers with ENERGY STAR qualified models. 4.4 Load steam cookers, steam kettles, and combination ovens to capacity. 4.3, 4.4, 4.5 Switch to connectionless combination ovens, steam cook- ers, and steam kettles. 4.3, 4.4, 4.5 Replace old water-cooled wok stoves with a waterless model. 4.6 Install in-line flow restrictor to reduce dipper well flow rate to 0.3 gpm. 4.7 (continued) Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Table 1-4. Action Plan Water Use Reduction Opportunity Checklist (cont.) Water Use Reduction Opportunity/Project Reference Section Already Implemented Evaluate/ Consider Not Applicable Commercial Kitchen Equipment (cont.) Replace existing pre-rinse spray valves with models that use 1.3 gpm or less. 4.8 Hand scrape food from dishes or install food strainers and compost food waste. 4.9 Load dishwashers to capacity. 4.10 Replace old dishwashers with ENERGY STAR qualified mod- els. 4.10 Use a broom or mop instead of a water broom or high- pressure hose to clean floors. 4.11 Outdoor Water Use Plant native or drought-tolerant species. 5.2 Use mulch around trees and plant beds. 5.2 Install WaterSense labeled weather-based irrigation control- lers or consider irrigation controllers with rain or soil moisture sensors. 5.3 Use drip irrigation to water plant beds. 5.3 Ensure irrigation schedule is appropriate for climate, soil conditions, plant materials, grading, and season. 5.3 Have an irrigation professional certified by a WaterSense labeled program conduct an irrigation audit. 5.3 Check the position and location of spray heads to ensure that they are working properly and water is not being directed onto non-landscaped areas, such as sidewalks. 5.3 Use pool covers to control evaporation loss. 5.4 Maintain proper pool chemistry to limit pool cleaning and drainage events. 5.4 Use friction washing in vehicle washes and consider install- ing a water reclamation and reuse system. 5.5 Mechanical Systems Eliminate single-pass cooling. 6.2 Professionally monitor cooling tower and boiler chemistry and maximize cycles of concentration. 6.2, 6.5 Install cooling tower meters and control systems to control chemical feed and blowdown based on conductivity. 6.3 (continued) Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Table 1-4. Action Plan Water Use Reduction Opportunity Checklist (cont.) Water Use Reduction Opportunity/Project Reference Section Already Implemented Evaluate/ Consider Not Applicable Mechanical Systems (cont.) Inspect chillers and air handler coils regularly and remove dirt and scale buildup. 6.4 Regularly check and maintain boilers, steam lines, and steam traps. 6.5 Laboratory and Medical Equipment Use water purification only when necessary. 7.2 Turn off pumps when not in use. 7.3 Install thermostatically actuated valves to control the flow of cooling water for steam sterilizer condensate discharge. 7.4 Replace old steam sterilizers and vacuum pumps with newer models that do not use single-pass cooling or con- densate discharge tempering water. 7.3, 7.4 Replace old fume hoods with a filtration system that does not require water (e.g., activated carbon). 7.6 Inspect and repair worn cage-and-rack washer valves and rinse nozzles. 7.7 Run glassware and cage-and-rack washers only when full. 7.5, 7.7 Consider converting from traditional film to digital X-ray equipment. 7.8 Onsite Alternative Water Use Consider using onsite alternative water for irrigation, cool- ing tower make-up, toilet and urinal flushing, fume hood scrubbers, and other uses not requiring potable water. 8.0 Prioritizing Projects All projects and practices selected should be considered in the context of achiev- ing established water management goals, as well as overall cost-effectiveness. Once water-saving opportunities have been identified, they should be prioritized using criteria, such as urgency, cost-effectiveness, amount of potential water savings, vis- ibility, and environmental impact. The water management team should address the simplest and most urgent tasks first, as follows: • Fix any equipment that is malfunctioning or leaking to target the most urgent issues first. • Start with simple projects and practices, particularly for new water management programs. This will help create initial positive results and gain acceptance of pro- gram goals and initiatives. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning • Note where simply changing the operations and maintenance for equipment or systems will result in savings. These changes are often are low- to no-cost options that can be more cost-effective than retrofits or replacements. Remaining projects should be prioritized based on facility goals. Depending on what the facility values most, projects can be prioritized in a variety of ways, including: • Shortest to longest simple payback period. • Highest to lowest potential of water savings. • Most visibility to least visibility (e.g., implementing a landscaping project before increasing cooling tower cycles of concentration). • Greatest to least environmental impact (e.g., implementing projects with the greatest associated energy savings before those with only water savings). Documenting Project Priorities in a Detailed Action Plan Documenting in order of priority the identified water-saving opportunities and spe- cific projects or operation and maintenance changes is an effective way to help ensure that projects are implemented and water management goals are reached. Remember that projects can be re-prioritized as they are completed or based on changing goals. The water management team should also consider developing an emergency contingency plan, which can be a stand-alone document or incorporated into the facility-specific action plan. The emergency contingency plan can help the team further prioritize actions and identify ways to prepare for and respond to significant drought or other water restrictions. When developing an emergency contingency plan, consider the following tips: • Describe how the facility will meet minimum water needs in an emergency or minimum water use requirements in a drought or water shortage. This may require determining the highest-priority water use needs at the facility and planning for how those needs will continue to be met in an emergency. • Work with the local water utility and other regional and state associations to ensure that plans are compliant with all requirements and that water use will be reduced regionally as needed. • Refer to the emergency water supply planning guide for water outages for hos- pitals and health care facilities developed by the Centers for Disease Control and Prevention and the American Water Works Association for examples of issues to consider when developing a facility-specific plan.22 22 Centers for Disease Control and Prevention and American Water Works Association. 2012. Emergency Water Supply Planning Guide for Hospitals and Health Care Facilities. Atlanta: U.S. Department of Health and Human Services. www.cdc.gov/healthywater/emergency/drinking_water_advisory/index.html#planningguide. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1.2 Water Management Planning Step 5. Implementing the Action Plan The water management team should develop a targeted implementation strategy for the action plan, which can significantly increase project success and help achieve water management goals. This might include gathering support for specific projects and practices. To maximize the opportunities for success, consider the following: • Ensure that the necessary resources (i.e., time, money, personnel) are available to complete projects and practices included in the action plan. • Complete identified projects and practices in order of priority. • Promote key components of the action plan to employees and other relevant stakeholders to gain support for specific projects. • Create incentives to encourage staff or those responsible for specific projects and practices to take action and do their part to help achieve water management goals. • Be creative and consider other resources that may be available to assist in imple- mentation, such as other employees, utility and government programs, interns, or engineering students. • In the event of a drought or other water emergency, implement measures as specified in the emergency contingency plan. Step 6. Evaluating Progress The water management team should periodically conduct a formal review of water use data and action plan implementation in the context of achieving the established water management goals. This review allows the organization to evaluate progress, set new goals, and continually improve. The water management team can also use the review to demonstrate and promote the success of the water management pro- gram, which can provide long-term support for the program and future projects and initiatives. Evaluations can include the following: • Review water bills and meter and submeter readings to verify that the expected water savings are achieved. Ensuring that expected savings are seen is referred to as measurement and verification, and it is an important exercise to ensure that projects are operating as expected. DOE’s FEMP has issued guidance on how to conduct measurement and verification for water projects.23 • Review the action plan, at least on an annual basis, and revise water manage- ment goals as they are achieved. • Use ENERGY STAR’s Portfolio Manager24 to track progress and compare water use over time. The Portfolio Manager tool is an effective way to keep track of water use data and note water reduction successes. 23 DOE, EERE, FEMP. April 2008. M&V Guidelines: Measurement and Verification for Federal Energy Projects, Version 3.0, Section 11.6. mnv.lbl.gov/keyMnVDocs/femp. 24 EPA and DOE’s ENERGY STAR, Portfolio Manager Overview, op. cit. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Step 7. Recognizing Achievements To gain and sustain support for a facility’s water management program, the water management team can consider providing recognition for water management activi- ties and achievements. This includes recognizing the contributions of those who have helped achieve the water management goals, as well as promoting the success of the program internally and to external stakeholders. Following are a few ways to recognize water management efforts: • Establish an internal recognition program to award personnel or teams that pro- vided significant contributions toward achieving the water management goals. • This might include an award for the generation of the best water-efficiency ideas or the achievement of the greatest water use reductions (if measurable on an individual basis). • Respond to employee and staff suggestions and reports of issues to encourage all parts of the organization to participate in the efforts. • Explore opportunities for external recognition, such as competing in ENERGY STAR’s annual National Building Competition,25 which recognizes top water savers. • Report progress publicly to interested stakeholders to gain support for initiatives and recognition for water-efficiency achievements. • Report progress to facility staff and building occupants by using a newsletter or other outreach means as discussed in Section 2.4: User Education and Facility Outreach. Overview An important rule in water management is that you can’t manage what you don’t measure. Tracking a facility’s total water use, as well as specific end uses, is a key com- ponent of the facility’s water- efficiency efforts. Source meters measure the amount of water being supplied to the facility, while submeters measure usage for specific activities, such as cooling tower, process, or landscape water use. Accurately measur- ing water use can help facility managers identify areas for targeted reductions and to track progress from water-efficiency upgrades. Submeters can also help identify leaks and indicate when equipment is malfunctioning. Meters and submeters can be integrated into a centralized building management sys- tem, making it easy to track usage and implement a water management plan (see Sec- tion 1.2: Water Management Planning). These systems are capable of electronically storing data from meters and submeters, reporting hourly, daily, monthly, and annual water use. They can also trigger alerts when leaks or other operational anomalies are detected. Installing the correct meter and ensuring it functions properly are critical to accurate water measurement. There are many types and sizes of meters intended for different uses, so it is important to choose the correct one. Improper sizing or type can cause problems for the building. For example, an undersized water meter can cause exces- sive pressure loss, reduced flow, and noise. Oversized meters are not economical and do not accurately measure minimal flow rates.1 All utility-grade water meters manu- factured and installed for domestic water service by a water utility in the United States must comply with American Water Works Association (AWWA) standards. Sub- meters that are installed for water management purposes and not used for revenue purposes are not subject to such standards. Best Practices There are several best practices for metering water use, including correctly choos- ing what to meter and submeter; selecting, installing, and maintaining meters; and reading and recording metered data to track water use and integrate it into the water management plan. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Determining What to Meter and Submeter It’s best to meter all water conveyed to the facility, regardless of source. For example, even if a building’s water is solely supplied by an alternative source (e.g., municipally supplied reclaimed water), a source meter can still be installed to track and manage water use.2 If multiple sources of water are provided to a facility, each source should be metered and tracked separately. 1 Smith, Timothy A. Park Environmental Equipment Company, LTD. April 22, 2008. Water-Meter Selection and Sizing. www.park-usa.com/skins/park/standard.aspx?elid=71&arl=108. 2 U.S. Green Building Council’s LEED.® November 2010. Building Design and Construction. Page 151. www.usgbc.org/ShowFile.aspx?DocumentID=8182. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 2.2 Metering and Submetering Building owners and operators should consider installing separate submeters to measure specific end uses that are permanently plumbed, as indicated in Table 2-1. For more information and additional recommendations on metering and subme- tering, review the U.S. Green Building Council’s LEED® rating system3 and the 2012 International Green Construction Code.™ 4 Table 2-1. Submetering Recommendations Submeter Application Recommendation Tenant Spaces Meter all tenant spaces individually. Cooling Towers Meter cooling tower make-up water and blowdown water supply lines. A single make-up meter and a single blowdown meter can record flows for multiple cooling towers if they are controlled with the same system. Separately controlled cool- ing towers should have separate make-up and blowdown water meters. Heating, Ventilating, and Air Conditioning (HVAC) Systems Individually or collectively meter HVAC systems with ag- gregate annual water use of 100,000 gallons or more or if the facility has 50,000 square feet or more of conditioned space. Metered systems should include evaporative coolers, humidifiers, mist cooling devices, and recirculating water systems with a fill water connection, such as chilled water, hot water, and dual temperature systems. Steam Boilers Meter the make-up water supply line to steam boilers with a rating of 500,000 British thermal units per hour (Btu/h) or greater. A single make-up meter can record flows for mul- tiple boilers. Single-Pass Cooling Systems Meter any systems or equipment that use single-pass cool- ing water and do not use a chilled water system or closed- loop recirculation. Irrigation Meter irrigation systems that are automatically controlled. Roof Spray Systems Meter roof spray systems for irrigating vegetated roofs or thermal conditioning. Ornamental Water Features Meter make-up water supply lines for ornamental water features with a permanently installed water supply. Pools and Spas Meter make-up water supply lines for indoor and outdoor pools and spas. Industrial Processes Individually meter industrial processes consuming more than 1,000 gallons per day on average. (continued) Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 2.2 Metering and Submetering Table 2-1. Submetering Recommendations (cont.) Submeter Application Recommendation Alternative Water Sources Meter water use from alternative water sources, such as gray water, rainwater, air handler or boiler condensate, or other sources discussed in Section 8: Onsite Alternative Water Sources. Other Processes Meter any other process with a projected annual water use of 100,000 gallons or more. Meter Selection The first step in choosing a meter is to determine its use and select the appropriate type of meter from the list below:5 • Positive displacement meters are best suited for small commercial or institutional applications because they have high accuracy rates at low flows and can precise- ly measure peak flows. • Compound meters are a good choice for large commercial or institutional facilities because they accurately measure low flows and high flows with their multiple-measuring chamber design. • Turbine and propeller meters are most appropriate for continuous, high-flow applications and are inaccurate at low flows. These types of meters are not usu- ally recommended for commercial, institutional, or residential buildings because water flows are in constant fluctuation, with very low minimum flow rates. Next, select the appropriate size of the meter. It is critical to understand the build- ing’s size, function, fixture types, usage occupancy, and peak population in order to select the appropriately sized meter. These statistics determine the minimum and maximum flow rates and will assist in the selection of a properly sized water meter.6 AWWA Manual M22, Sizing Water Service Lines and Meters, provides additional guide- lines for selecting and sizing utility-owned and installed water meters.7 Meter Installation and Maintenance After selecting a meter, consider the following installation and maintenance best practices to ensure optimal meter operation: • When installing a meter, follow the manufacturer’s instructions. Improper instal- lation can lead to metering inaccuracies. • Install meters in an accessible location to allow for reading and repair. In addition, ensure that the meter location is protected from potential damage. 5 Smith, op. cit. 6 Ibid. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 2.2 Metering and Submetering • To ensure uniform flow entering the meter, do not install the meter near pipe bends. In general, place the meter in a location where there is a space of straight pipe equivalent to at least 10 times the pipe diameter downstream of the meter and five times the pipe diameter upstream of the meter.8 • Create a map indicating the location of all water supply meters and submeters to be included in the facility water management plan. • Include a strainer on all meters and submeters. Debris and sediment can enter a meter and have an adverse effect on accurate measurement. An inline strainer on the meter’s inlet will collect debris and sediment and prevent them from enter- ing the meter body.9 • Since meters deteriorate with age, test them for accuracy and calibrate them on a regular basis. AWWA recommends that utility-owned meters be tested, on aver- age, as follows:10 à Meter sizes 5/8 inch to 1 inch: Every 10 years à Meter sizes 1 inch to 4 inches: Every five years à Meter sizes 4 inches and larger: Every year • Consider inspecting and calibrating submeters more frequently, depending upon the type and size of the meter and its application. Water Use Tracking and Integration Into the Water Management Plan Building owners and operators should consider installing a water meter data man- agement system with remote communication capabilities that provides instant feedback on all metered water use in a central location. This type of system makes it easier for building managers to iden- tify leaks or other abnormalities and better understand and manage water use at the facility. If the facility is not integrating metering data into a central- ized data system, consider the following best practices:11 • Assign responsibility to track water use at least monthly. • Ensure that staff understands how to read the meters and record data properly. Pay special attention to the units that the meter uses—gallons, cubic feet, and hun- dred cubic feet are common units for water meters. Also, ensure that staff record the numerical values properly. Meters often include one or more trailing zeros that must be added after the numerical dial reading. A meter reads 201,670 cubic feet. 8 AWWA. 1999. Water Meters—Selection, Installation, Testing, and Maintenance (AWWA Manual M6, Fourth Edition). Pages 40-46. apps.awwa.org/eBusMAIN/Default.aspx?TabID=401&ProductId=28471. 9 Smith, op. cit. 10 Georgia Environmental Protection Division. August 2007. Water Meter Calibration, Repair, and Replacement Program. Page 7. www1.gadnr.org/cws/. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Conduct a detailed reassessment of the facility approximately every four years to develop an updated water balance and identify new water management goals and savings opportunities. Best Practices To improve water efficiency outside and within a facility, there are a number of best practices to educate employees and other building occupants on water savings to promote success. Employee and Occupant Education Consider the following approaches when educating employees and building occu- pants on your water-efficiency initiative: • Share management’s commitment to water efficiency and the company’s water management program through staff meetings, posters, emails, newsletters, and other communications. Include specifics on water-efficiency goals whenever possible. • Graph and post monthly water use figures so that building occupants can stay informed about the facility’s progress and become invested in water-efficiency efforts. • Create point-of-use reminders to reinforce positive behaviors (e.g., place instruc- tions next to dual-flush toilets). • Include water-efficiency messages in facility-wide events, such as fairs, open houses, or Earth Day events. • Train maintenance personnel, operators, and supervisors on any new or revised procedures involving water efficiency. Encourage relevant custodial, cleaning, and maintenance personnel, as well as everyday users, to identify and report leaks in accordance with Section 2.3: Leak Detection and Repair. Make it easy to report problems by setting up a user-friendly communication system such as a hotline. Be sure to repair leaks promptly. 2.4 User Education and Facility Outreach Making Water Efficiency Fun Following are some creative ways to get employees involved in recognizing the im- portance of water efficiency at work: • Consider creating a “Green Team” responsible for environmental issues in and around the facility. • Hold events related to water efficiency within the facility periodically through- out the year to educate building occupants and celebrate successes. Earth Day and Fix a Leak Week, which is sponsored by the U.S. Environmental Protection Agency’s (EPA’s) WaterSense® program, are good opportunities to bring attention to water efficiency.17 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 • Consider holding a contest to encourage water use reductions among building occupants. Acknowledge those who identify successful projects or provide group awards for major successes. • Start a suggestion and incentive system to recognize and encourage water sav- ings in the facility. For best results, include a mechanism to acknowledge submis- sions and provide information on how they were addressed. • Provide incentives to building occupants to promote water-saving success. Consider rewarding guests for participating in towel and linen reuse programs at hotels or employees for meeting challenges to reduce building water use. Providing Water-Efficiency Tips Periodically remind building occupants and employees of common tips they can fol- low to help reduce water use, including some of the following, where relevant: • Fill the sink and turn off the tap when washing dishes in community kitchen areas. • When using the dishwasher, wash only full loads. • Look for and report leaky bathroom and kitchen fixtures, or any other leaks, to the appropriate personnel. • Sweep instead of rinsing off sidewalks, kitchen floors, or other areas. • Report irrigation occurrences during less efficient times, including during the middle of the day or when it is raining. • Report broken or improperly positioned irrigation sprinkler heads that spray water on sidewalks or pavement. Water-Efficient Buildings As with products, substantial progress has been made to address water use and efficiency in building plumbing systems and whole buildings, primarily as part of a larger movement to improve the environmental performance of buildings. Tradition- ally, building and plumbing codes have addressed health and safety in plumbing and building water use. Now “green” building standards, codes, and voluntary guidelines are available that also address water-efficient design or construction practices, tech- nologies, performance thresholds, and metrics. In the world of green building, there is a distinction between green building stan- dards and codes and green building guidelines. As with the discussion of standards above, green building standards and codes are written in language that is enforce- able and ready for adoption into law by legislation or regulation, so that their com- pliance becomes mandatory. Green building guidelines, on the other hand, are not written in enforceable language and are usually intended to be voluntary. Both provide thresholds for efficiency that go above and beyond the established building and plumbing codes and standards. Table 2-4 shows the prominent national green building codes, standards, and volun- Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 tary guidelines that address water efficiency in commercial and institutional build- ings.25 AWE also maintains a chart comparing the water-efficiency criteria of several of these national green building codes, standards, and guidelines.26 Table 2-4. National Green Building Codes, Standards, and Voluntary Guidelines Primary Developing Organization Title Standard, Code, or Guideline U.S. Green Building Council (USGBC) LEED® Rating Systems27 Guideline Green Globes Green Building Initiative (GBI) ANSI/GBI 01-2010–Green Building Assessment Protocol for Commercial Buildings Standard ASHRAE ASHRAE 189.1–Standard for the Design of High-Performance, Green Buildings Standard ASHRAE ASHRAE 191–Standard for the Efficient Use of Water in Building, Site, and Mechanical Systems (in development) Standard IAPMO Green Plumbing and Mechanical Code Supplement Code ICC Green Construction Code Code Sanitary fixtures and equipment in restrooms and laundries can account for nearly 50 percent of total water use within a facility. Figure 3-1 shows this water use for various commercial facility types.1 Depending on the type of facility and number of occu- pants and visitors, sanitary fixtures and equipment can provide significant oppor- tunities for water and energy savings, particularly in older buildings with inefficient fixtures and equipment. Nearly every type of commercial and institutional facility has at least some sanitary fixtures or equipment, including toilets, urinals, faucets, showerheads, and laundry equipment. Toilets, faucets, and to some extent, urinals are found in all commercial and institu- tional facility restrooms. Showerheads are likely to be found in healthcare facilities, hotels, schools, universities, and gyms, as well as in office buildings and other areas of employment providing showers for employee use. Laundry equipment, though less common, is generally found in dedicated laundromats and within hotels and healthcare facilities. Over the past 20 years, there has been an increased focus on developing more ef- ficient and better performing sanitary fixtures and equipment. For example, high- efficiency toilets, faucets, showerheads, and urinals are at least 20 percent more efficient than standard products on the market. Those that are labeled through the Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1 Created from analyzing data in: Schultz Communications. July 1999. A Water Conservation Guide for Commercial, Institutional and Industrial Water Users. Prepared for the New Mexico Office of the State Engineer. www.ose.state.nm.us/wucp_ici.html; Dziegielewski, Benedykt, et al. American Water Works Association (AWWA) and AWWA Research Foundation. 2000. Commercial and Institutional End Uses of Water; East Bay Municipal Utility District. 2008. WaterSmart Guidebook: A Water- Use Efficiency Plan Review Guide for New Businesses. www.ebmud.com/for-customers/conservation-rebates-and-services/commercial/watersmart-guidebook; AWWA. Helping Businesses Manage Water Use—A Guide for Water Utilities. 4-2 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 3.1 Introduction to Sanitary Fixtures and Equipment U.S. Environmental Protection Agency’s (EPA’s) WaterSense® program are tested and certified for performance as well. EPA and the U.S. Energy Department’s ENERGY STAR® qualified commercial coin- or card-operated washers are 37 percent more energy- and water-efficient than standard washers. In addition, the advent of ozone and wash water recycling systems provides significant water and energy savings op- portunities for larger, more industrial types of laundry equipment. Section 3: Sanitary Fixtures and Equipment of WaterSense at Work provides an overview of and guidance for effectively reducing the water use of: • Toilets • Urinals • Faucets • Showerheads • Laundry equipment water use in the kitchen can account for nearly 50 percent of the facility’s total water use. Several other commercial and institutional sectors, including hospitals, offices, schools, and hotels, also have substantial kitchen water use that accounts for as much as 10 to 15 percent of the facility’s total water use.1 Figure 4-1 shows the percentage of facility water use that is attributed to kitchen equipment for various commercial facility types.2 The type and water use of commercial kitchen equipment will vary depending upon the scope and scale of the kitchen’s operations. A kitchen in an office building, for example, may only have a kitchen faucet and a small undercounter dishwasher. Commercial-style kitchens found in food service establishments, such as standalone and hotel restaurants or hospital and school cafeterias, on the other hand, may use water in almost every aspect of their operation, from food preparation to dish clean- ing. These types of kitchens may also have much larger and more water-intensive commercial kitchen equipment. In most commercial kitchens, the commercial dishwasher and pre-rinse spray valve account for over two-thirds of the water use.3 However, the presence of a sluice trough food disposal system or boiler-based food preparation equipment, such as combination ovens, steam kettles, and steam cookers, can dwarf this water use. 1 Fisher, Don. Food Service Technology Center. 2006. “Energy & Water Savings in Commercial Food Service.” www.cuwcc.org/products/commercial-food-services- main.aspx. 2 Created from analyzing data in: Schultz Communications. July 1999. A Water Conservation Guide for Commercial, Institutional and Industrial Water Users. Prepared for the New Mexico Office of the State Engineer. www.ose.state.nm.us/wucp_ici.html; Dziegielewski, Benedykt, et al. American Water Works Association (AWWA) and AWWA Research Foundation. 2000. Commercial and Institutional End Uses of Water; East Bay Municipal Utility District. 2008. WaterSmart Guidebook: A Water- Use Efficiency Plan Review Guide for New Businesses. www.ebmud.com/for-customers/conservation-rebates-and-services/commercial/watersmart-guidebook; AWWA. Helping Businesses Manage Water Use—A Guide for Water Utilities. 3 Alliance for Water Efficiency. Commercial Dishwashing Introduction. www.allianceforwaterefficiency.org/commercial_dishwash_intro.aspx. 4-3 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Commercial Kitchen Equipment Because water use from commercial kitchens can account for a large percent of total facility water use, and a majority of that water is heated using facility energy, ensur- ing commercial kitchen equipment uses water efficiently affords both significant water and energy savings. Newer technologies and better practices are available that can significantly reduce commercial kitchen equipment water and energy use. For example, ENERGY STAR® qualified dishwashers,4 ice machines, and steam cookers are at least 10 percent more water-efficient and 15 percent more energy-efficient than standard models, with some models saving significantly more. Efficient dipper wells and waterless wok stoves can use 50 to 90 percent less water than standard models.Wash-Down Spray Overview Wash-down sprayers are hoses used for a variety of cleaning purposes, including washing countertops, floors, mats, and other kitchen areas. Wash-down sprayers use large volumes of water to provide a high-pressure stream capable of cleaning dirt and residue from surfaces. A wash-down sprayer features a nozzle attached to a hose, which is connected to the water supply. Wash-down sprayers typically deliver flow rates of 7.0 gallons per minute (gpm),66 while heavy-duty hoses can deliver higher flow rates from 9.0 to 20.0 gpm.67 Because wash-down sprayers use large volumes of water to perform cleaning tasks, using another cleaning method could be a viable alternative. These alternative cleaning methods (e.g., mopping, sweeping) are able to perform the same tasks, yet require significantly less water or no water at all. If implementing new cleaning meth- ods is not feasible, replacement options exist that use lower flow rates than wash- down sprayers, including pressure washers and water brooms. Operation, Maintenance, and User Education For optimal wash-down sprayer efficiency, consider the following: • Only use wash-down sprayers to clean floors, countertops, and other surfaces. Do not use wash-down sprayers to clean dishware, which should be cleaned with • pre-rinse spray valves. • If the wash-down sprayer does not have a self-closing nozzle, shut off the water supply when the sprayer is not in use. • For floor washing applications, consider using a broom and dust pan to clean up solid waste and/or using a mop and squeegee instead of a wash-down sprayer. Retrofit Options If a high-flowing wash-down sprayer hose is used without a nozzle, consider install- ing a self-closing nozzle. This can reduce the flow rate of the wash-down sprayer from up to 20.0 gpm down to 7.0 gpm and prevent water from being wasted when the wash-down sprayer is not in use. Replacement Options There are several replacement options for wash-down sprayers. For certain appli- cations, wash- down sprayers can be replaced with mopping or sweeping, which require little to no water use. 66 Food Service Technology Center (FSTC). 2010. Water Conservation Measures for Commercial Food Service. www.fishnick.com/savewater/bestpractices. 67 U.S. Environmental Protection Agency (EPA) and U.S. Energy Department’s (DOE’s) ENERGY STAR. Best Practices—How to Achieve the Most Efficient Use of Water in Commercial Food Service Facilities. www.energystar.gov/index.cfm?c=healthcare.fisher_nickel_feb_2005. 4-52 WaterSense at Work: Best Management Practices for Commercial and Institutional Facilities 4-53 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 4.11 Wash-Down Sprayers Pressure washers serve as good replacement options for facilities that rely on the washing ability of wash-down sprayers. Pressure washers typically have flow rates of 3.0 gpm or less at high pressure and often perform better than wash-down sprayers. For floor cleaning applications, water brooms can replace existing wash-down spray- ers. Water brooms have wide spray patterns with multiple jets that can clean more efficiently than a wash-down sprayer and use significantly less water.68 Savings Potential Water savings can be achieved through wash-down sprayer retrofit or replacement. Existing high-flowing wash-down sprayers can be retrofitted with a self-closing nozzle. Wash-down sprayers can be replaced with a pressure washer or water broom. To estimate facility-specific savings and payback, use the following information. Wash-Down Sprayer Retrofit Wash-down sprayers typically deliver flow rates of 7.0 gallons per minute (gpm),69 while heavy-duty hoses can deliver higher flow rates from 9.0 to 20.0 gpm.70 Current Water Use To estimate the current water use of an existing wash-down sprayer, identify the fol- lowing information and use Equation 4-24: • Flow rate of the existing, high-flowing wash-down sprayer. Most high-flowing wash-down sprayers have flow rates between 9 and 20 gpm.71 • Average daily use time. • Days of facility operation per year. Equation 4-24. Water Use of Wash-Down Sprayer or Water Broom (gallons per year) = Flow Rate of Wash-Down Sprayer or Water Broom x Daily Use Time x Days of Facility Operation Where: • Flow Rate of Wash-Down Sprayer or Water Broom (gallons per minute) • Daily Use Time (minutes per day) • Days of Facility Operation (days per year) 68 FSTC, op. cit. 69 Ibid. 4-55 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 4.11 Wash-Down Sprayers Water Use After Retrofit To estimate the water use after retrofitting an existing wash-down sprayer with a nozzle, use Equation 4-24, substituting the flow rate of the retrofit nozzle. Self-closing nozzles often flow at a rate of 7.0 gpm.72 Water Savings To calculate the water savings that can be achieved from retrofitting an existing wash-down sprayer with a nozzle, identify the following information and use Equa- tion 4-25: • Current water use as calculated using Equation 4-24. • Water use after retrofit as calculated using Equation 4-24. Equation 4-25. Water Savings From Wash-Down Sprayer Retrofit or Replacement (gallons per year) = Water Use of Wash-Down Sprayer – Water Use After Retrofit or Replacement Where: • Current Water Use of Wash-Down Sprayer (gallons per year) • Water Use After Retrofit or Replacement (gallons per year) Payback To calculate the simple payback from the water savings associated with the wash- down sprayer retrofit, consider the equipment and installation cost of the retrofit self-closing nozzle, the water savings as calculated using Equation 4-25, and the facility-specific cost of water and wastewater. Self-closing nozzles typically cost $100. Wash-Down Sprayer Replacement A pressure washer or water broom typically uses 2.0 gpm, while heavy-duty hoses can deliver higher flow rates from 9.0 to 20.0 gpm.73 Current Water Use To estimate the current water use of an existing wash-down sprayer, use Equation 4-24. 72 FSTC, op. cit. 73 EPA and DOE’s ENERGY STAR, op. cit. WaterSense at Work: Best Management Practices for Commercial and Institutional Facilities 5-56 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 4.11 Wash-Down Sprayers Water Use After Replacement To estimate the water use of a replacement pressure washer or water broom, use Equation 4-24, substituting the flow rate of the water broom. Water brooms can use as little as 2.0 gpm.74 Pressure washers flow at similar flow rates using high water pressure. Water Savings To calculate the water savings that can be achieved from replacing an existing wash- down sprayer with a pressure washer or water broom, use Equation 4-25. Payback To calculate the simple payback from the water savings associated with replacing the wash-down sprayer with a pressure washer or water broom, consider the equipment and installation cost of the replacement, the water savings as calculated using Equa- tion 4-25, and the facility-specific cost of water and wastewater. Pressure washers and water brooms typically cost $100 Overview- Irrigation The efficiency of an irrigation system is dictated by many factors, including human, mechanical, and environmental components. Implementing mechanisms and prac- tices that increase an irrigation system’s efficiency could save a property more than half of its outdoor water use. In landscapes around the country, a significant amount of water is lost from evaporation, wind, or runoff due to improper irrigation system design, installation, and maintenance. Eliminating this waste requires trained profes- sionals, appropriate irrigation schedules, and efficient technologies. Additionally, the landscape itself (e.g., plant palette, soil type, etc.) plays a role in irrigation water use and provides the potential for additional water savings. See Section 5.2: Landscaping for more details. One of the most important concepts associated with irrigation system efficiency is distribution uniformity, or how evenly water is applied over the landscape. This concept is illustrated in Figure 5-2.25 Extra water is often applied if the system is not distributing water in a uniform manner. Without proper distribution, the landscape is watered to keep the driest spot green, over-irrigating other areas. Figure 5-3 provides an illustration of head-to-head coverage, which is a practice to increase distribu- tion uniformity. Using this practice, each sprinkler head (depicted with numbers 1 through 4 in Figure 5-3) is positioned so that its spray arch just touches the head of each surrounding sprinkler. This ensures that there is sufficient overlap and no areas are without coverage In addition to considering how evenly water is applied, it is equally important to WaterSense at Work: Best Management Practices for Commercial and Institutional Facilities 5-57 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 consider the irrigation schedule, which dictates the amount and timing of the water applied. Landscape water needs change with the seasons, and so should the irriga- tion schedule. Many landscapes are watered at the same level all year, which is unnecessary. Over-watering can damage plants more than under-watering and can also damage streets, curbs, other paving, and building foundations. Not only do proper design, installation, and maintenance of an irrigation system play a significant role in landscape water efficiency, but there are also a variety of irriga- tion technologies that can help reduce water use. For example, drip irrigation is a highly efficient method of application because it directs water to plant roots at a low flow rate, avoiding water lost to wind or runoff. This technology uses between 20 to 50 percent less water than conventional in-ground sprinkler systems.26 There are also efficient types of sprinkler heads that distribute water in larger droplets, avoiding wind drift and increasing distribution uniformity. The Southern Nevada Water Au- thority (SNWA) estimates water-efficient sprinkler technologies can reduce water use by as much as 30 percent when compared to standard pop-up sprinklers.27 Addition- ally, scheduling technologies relying on weather data, soil moisture, or other onsite conditions apply water only when needed. To capitalize on the water savings potential from these scheduling technologies, the U.S. Environmental Protection Agency’s (EPA’s) WaterSense® program published a specification to label weather-based irrigation controllers. WaterSense labeled weather-based irrigation controllers (WBICs)28 are independently certified to meet plants’ watering needs without over-watering Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Water Filtration Systems Reverse Osmosis systems are able to remove a large portion of contaminants but recovers only a portion of the incoming water. The recovery rate, defined as the ratio of the purified water (i.e., permeate) to feed (i.e., incoming) water, is used to depict the efficiency of a reverse osmosis system. For commercial and institutional applications, reverse osmosis units typically have recovery rates of 50 to 75 percent.9 Thus, the systems reject 25 to 50 percent of water entering the system. Operation, Maintenance, and User Education For optimal water purification system efficiency, consider the following operation, maintenance, and user education techniques: • Use water purification only when necessary and match the process to the actual quality of water required. • For filtration processes, base backwash phases upon the pressure differential across the filtration media. A pressure drop will indicate that the filter requires backwashing. • For carbon filtration and deionization processes where regeneration occurs off site, work with maintenance professionals to determine an optimal schedule for removing and regenerating units. This can be determined based on incoming water characteristics and the amount and quality of purified water required daily. Deionization systems should require regeneration based on the volume of water treated or conductivity. • For distillation systems, periodically clean the boiling chamber to remove accu- mulated minerals. This will ensure efficient operation of the system. • For water softeners, work with a plumbing professional or the product manufac- turer to account for and program regeneration based upon the incoming water hardness and/or flow through the system. Monitor and adjust settings periodically. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Onsite Alternative Water Sources Table 8-1. Water Quality Considerations for Onsite Alternative Water Sources* Possible Sources Level of Water Quality Concern Sediment Total Dissolved Solids (TDS) Hardness Organic Biological Oxygen Demand (BOD) Pathogens (A) Other Considerations Rainwater Low/ Medium Low Low Low Low None Stormwater High Depends Low Medium Medium Pesticides and fertilizers Air Handling Condensate Low Low Low Low Medium May contain copper when coil cleaned Cooling Tower Blowdown Medium High High Medium Medium Cooling tower treatment chemicals Reverse Osmosis and Nanofiltration Reject Water Low High High Low Low High salt content Gray Water High Medium Medium High High Detergents and bleach Foundation Drain Water Low Depends Depends Medium Medium Similar to stormwater Note: The use of single-pass cooling water is also a possible source of clean onsite water, but facility managers should first consider elimi- nating single-pass cooling because of its major water-wasting potential. For that reason, it is not included in the list. *Key: Low: Low level of concern Medium: Medium level of concern; may need additional treatment depending on end use High: High concentrations possible and additional treatment likely Depends: Dependent upon local conditions (A): Disinfection for pathogens is recommended for all water used indoors for toilet flushing or other uses Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 8. Onsite Alternative Water Sources Table 8-2. Types of Available Treatment Based on Intended End Use Quality Needs* Possible Sources Filtration Sedimentation Disinfection Biological Treatment Other Treatment Considerations Rainwater Depends Depends Depends No May be used for irrigation without additional treatment Stormwater Yes Depends Depends Depends For non-potable use only Air Handling Condensate No No Yes No Segregate coil cleaning water Cooling Tower Blowdown Depends Depends No No Consider TDS monitoring Reverse Osmosis and Nanofiltration Reject Water No No No No Consider TDS monitoring Gray Water No Depends No Depends Biologically unstable for long periods of storage unless treated; subsurface drip irrigation requires the least treatment Foundation Drain Water Depends No Depends No May be hard if in alkaline soils *Key Yes: Level of treatment likely needed No: Level of treatment not likely needed Depends: Treatment depends upon ultimate use Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 October 2012 Table B-1. Building Water Survey Worksheet Building Water Survey Surveyed by: Date: General Information Name of Building: Address: Building Contact Phone: Building Dimensions: Width: Length: Building wastewater is currently: o Treated on site o Connected to city water system o Other Is recycled water currently used in any of the following areas? o Toilets o Urinals o Cooling Towers o Irrigation Number of Floors (height): Building Occupancy Data Average Number of Occupants: Number of Women: Number of Men: Occupancy Schedule Weekdays From a.m. To p.m. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Saturdays From a.m. To p.m. Sundays From a.m. To p.m. Holidays From a.m. To p.m. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Table B-2. List of Water Meters Worksheet List of Water Meters Water Account Numbers (for billing) Meter Numbers Size/Type of Meter Meter Locations Appendix B: Sample Worksheets for Water Management Planning B-4 October 2012 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 October 2012 Table B-3. Water Consumption History Worksheet Water Consumption History Year Monthly Consumption by Billing Units: Thousands of Gallons or ccf1 (by water account number) Indoor Uses Landscape Uses Month Account # Account # Account # Account # Billed Days Average GPWD2 Account # Account # Account # Account # Billed Days Average GPWD January February March April May June July August September October November December Total Average 1 The abbreviation ccf represents 100 cubic feet, or roughly 748 gallons. 2 The abbreviation GPWD represents gallons per workday, assuming five days per week. Appendix B: Sample Worksheets for Water Management Planning B-5 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 Table B-4. Existing Plumbing Equipment Worksheet Existing Plumbing Equipment Use Area Location Equipment # of Units Type Mounting (floor/ wall) Make/Model Average Flow Rate or Consumption Average Uses per Week per Unit Comments (leaks, control, etc.) Appendix B: Sample Worksheets for Water Management Planning B-6 October 2012 October 2012 Table B-5. Water Use Inventory Worksheet Water Use Inventory Item Location Flow (gallons per minute) Operating Time (minutes per day) Flow per Day (gallons per day) Remarks Appendix B: Sample Worksheets for Water Management Planning Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 1 MMSI Wastewater Treatment Plan Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Management Practices Relative to Treatment of Wastewater Overview In order to maintain an eco-friendly relationship with our beloved island of Nantucket, and in order to meet and exceed wastewater and other waste regulatory codes, we’ve developed an in-depth approach to issue. The designated facility and operations manager will hold the responsibility of coordinating, executing, acquiring technology, and delegating the accompanying matters to achieve our goals. This person will also be responsible for monitoring waste water content levels, automated equipment for monitoring, coordinating with disposal service providers, recordkeeping, and determination of suitability for the given disposal method as defined per CMR and EPA statutes and guidelines. Authority “Liquid waste containing marijuana or by-products of marijuana processing shall be disposed of in compliance with requirements in 314 CMR 3.00: Surface Water Discharge Permit Program, 314CMR5.00: Ground Water Discharge Permit Program, and 314CMR 7.00: Sewer System Extension and Connection Permit Program, or disposed of in accordance with 314 CMR 18.00: Industrial Wastewater Holding Tank and Container Construction, Operation, and Record Keeping Requirements” Internal Process The facility and operations manager, reporting to the chief operating officer will hold the responsibility of coordinating, executing, acquiring technology, and delegating the accompanying matters to achieve our goals. This person will also be responsible for monitoring waste water content levels, automated equipment for monitoring, coordinating with disposal service providers, recordkeeping, and determination of suitability for the given disposal method as defined per CMR and EPA statutes and guidelines. Practices, techniques, etc. will be a shared responsibility of all Employees, Administrators, and Officers on a consistent basis. The program will undergo a quarterly review by the directing board, to assess data, practices, new information, and how to improve our operational impact reduction. A portion of each scheduled staff meeting will be dedicated to discussing, expanding, and/or improving our environmental practices, technology, information, and goals. Included agenda items are to include: • high efficiency equipment and methodology • new technology and/or information • system maintenance and inspections • wastewater and hazardous chemical disposal provider coordination • effective space utilization, control systems Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 2 • future goal setting and strategy Regarding Cultivation Any wastewater will be processed internally for re-use as much as possible, and if declared unfit will be cleansed as much as possible before being sent to drainage, or to an above-ground holding tank for disposal by an approved remediation service. It is anticipated that the wastewater quality will fall within the limits of domestic waste. Also note that our highly efficient cultivation systems re-utilize 85-95% of input water. The anticipated 5-day biological oxygen demand will be less than 200 parts per million, or ppm; temperature will be below 150⁰F; fats, waxes, grease and oil will be below 100 ppm; pH will be between 5.0 and 9.0; arsenic will be below 0.25 ppm; cadmium will be below 0.02 ppm; hexavalent chromium will be below 0.3 ppm; trivalent chromium will be below 1.0 ppm; copper will be below 0.3 ppm; lead will be below 0.1 ppm; nickel will be below 0.3 ppm; selenium will be below 1.0 ppm; silver will be below 0.1 ppm; cyanide will be below 0.025 ppm; and mercury will be below 0.1 ppm. All wastewater shall be managed in accordance with all Federal and Commonwealth requirements) Wastewater containing nutrient / supplement runoff, organic elements, etc. will be drained from the growth modules and passed through our water processing/purification process. If, after quality assurance/assessment it is found to be reusable, be circulated back into production and/or facility/cleaning use. If not; it will be processed/filtered, and drained through the facility outlets, compliant with all applicable environmental statutes. If levels are inadequate for wastewater drainage, they will be disposed of (along with remnants disposed of from the water filtering process) per our above-ground holding tank, and liquid and chemical waste disposal plan. We do not anticipate the substantial disposal of nutrients generated from horticultural activities, as our nutrient system is recirculating. That said, in the event that there is spent hydroponic nutrient solution generated or produced from the growing, harvesting or processing of medical marijuana plants, this shall be managed in accordance with all, Federal and Commonwealth requirements, and never drained down Nantucket sewer systems. Per 314 CMR 3.05 (Exemptions) (5) Any introduction of pollutants from non-point source agricultural and silvicultural activities, including runoff from orchards, cultivated crops, pastures, range lands, and forest lands, but not discharges from concentrated animal feeding operations, discharges from concentrated aquatic animal production facilities, discharges to aquaculture projects or discharges from silvicultural point sources, as defined in 314 CMR 3.03. (6) Return flows from irrigated agriculture Point Source - any discernible, confined and discrete conveyance, including but not limited to any pipe, ditch, channel, tunnel, conduit, well, discrete fissure, container, rolling stock, concentrated animal feeding operation, vessel or other floating craft from which pollutants are or may be discharged. This term does not include return flows from irrigated agriculture. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 3 Per 314 CMR 5.05: Activities Not Requiring a Permit (2) The application of Plant Nutrients and Agricultural Process Water to Agricultural Land in compliance 330 CMR 31.00: (9) Any introduction of pollutants from non-point source agricultural, silvicultural, land management or right-of-way maintenance activities including runoff from orchards, cultivated crops, pastures, range lands, forest lands and rights-of-way, but not including point source discharges from concentrated animal feeding operations, or point source discharges of silvicultural process water. Plant Nutrient - a substance that contains one or more of the primary nutrients of nitrogen, phosphorus, or potassium, or any recognized Plant Nutrient, including but not limited to, animal manure, fertilizer, organic compost natural organic fertilizer, Agricultural Byproducts, digestate, biosolids or combinations thereof. Terms used in Plant Nutrient that are not defined in 314 CMR 5.02 shall be defined as set forth in 330 CMR 31.02: Definitions. Should any return from irrigated crops require a permit per CMR guidance, it shall be applied for under 314 CMR 3.06: Applying for Coverage under a General Permit. (a) Dischargers seeking coverage under a general permit shall submit to the Department a written notice of intent to be covered by the general permit. A discharger who fails to submit a notice of intent in accordance with the terms of the general permit is not authorized to discharge under the general permit unless the general permit contains a provision that a notice of intent is not required or the Department notifies a discharger that it is covered by a general permit in accordance with 314 CMR 3.06(7). In general, the filing of a complete and timely notice of intent to be covered in accordance with 314 CMR 3.06 fulfills the requirements for permit applications for the purposes of 314 CMR 3.00. Above-Ground Wastewater Holding Tank In order to contain wastewater from cultivation, extraction, or other processing and manufacturing which does not meet the preliminary exemption or quality standards for discharge, we intend to purchase, install and utilize an above-ground holding tank, to be emptied and disposed of / recycled by an approved provider. Per CMR 18.07: Design and Operation Requirements for Above-ground Holding Tanks Owners and operators using an above-ground holding tank to accumulate or store industrial wastewater prior to off- site recycling, treatment or disposal shall, at a minimum: (1) Construct or line the holding tank with compatible materials; (2) Equip the holding tank with the following: (a) For a Remotely or Automatically Filled Holding Tank: a level measuring device and an audio and light alarm system located in a staffed location. The alarm system shall be activated when the level of industrial wastewater reaches 75% capacity of the holding tank and the alarm signal shall be transmitted to a staffed location; or (b) For a Manually Filled Holding Tank: a visual or sight glass type of level measurement; (3) Provide odor control measures necessary to prevent nuisance conditions; Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 4 (4) Locate the holding tank within a spill containment structure with 110% capacity of the largest single holding tank or 10% of total possible contained volume of all the holding tanks, whichever is greater, and provide year-round access for visual inspection for the entire holding tank. The containment structure shall be located in a secured area over an impervious surface that is free of cracks and gaps to contain leaks and spills. If the holding tank is located outside of a building, provide necessary measures to prevent storm water collection; (5) Keep the holding tank closed at all times except when industrial wastewater is being added or removed; 6) Label the holding tank with the words, “Non-Hazardous Industrial Wastewater”; (7) Implement spill control and spill response measures for transferring any industrial wastewater to or from above-ground holding tanks to minimize potential release to the environment, and report to the proper authorities regarding spills released to the environment as required by Federal, Commonwealth and local laws and regulations; and 314 CMR: DIVISION OF WATER POLLUTION CONTROL 18.07 (8) Construct new on site fabricated holding tanks or associated structures in accordance with engineering plans stamped and signed by a Massachusetts Registered Professional Engineer with the appropriate specialty (including but not limited to chemical, civil, or environmental engineering). Disposal of Liquid and Chemical Waste (See Also: Above Ground Wastewater Holding Tank) We intend that any wastewater from cultivation, extraction, or other processing and manufacturing which does not meet the preliminary exemption or quality standards for discharge, as well as any hazardous or non-hazardous liquid or chemical waste will be collected and disposed of by a Centralized Waste Treatment (CWT) Facility permitted by the Department under 314 CMR 7.00: a full service “hazardous waste disposal company that specializes in the disposal of chemical waste, flammable liquids (Class 3)” “as well as other types of hazardous wastes requiring special removal, transportation, and disposal” in full compliance with local, Commonwealth, and Federal regulations. Waste will be collected and stored per our operations manual including safety data sheets, protective equipment usage, and chemical storage area usage of the facility. Maximum anticipated waste generation is >30 gallons per month, which will qualify the facility as a Small Quantity Conditionally Exempt generator under the Resource Conservation and Recovery Act. Waste will be accumulated until up to 55 gallons is collected, at which time it will be disposed through a Treatment, Storage and Disposal facility. All hazardous waste solvent will be managed according to sections 3001—3024 of the Resource Conservation and Recovery Act of 1976 Per CMR 314: Industrial Waste - any liquid, gaseous, or solid waste substance or a combination thereof resulting from any process of industry, manufacturing, trade, or business or from the development or recovery of any natural resources. Industrial Wastewater - waste in liquid form resulting from any process of industry, trade or business, regardless of volume or pollutant content. Industrial Wastewater includes, but is not limited to, wastewater from the activities under the Standard Industrial Classification Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 5 Codes listed in 310 CMR 15.004(5). Notwithstanding the foregoing, wastewater consisting only of sewage is not industrial wastewater. Hazardous Waste means a waste considered hazardous pursuant to 310 CMR 30.000: Hazardous Waste. Record Keeping Requirements The following statutes are to be adhered to regarding recordkeeping as it pertains to an above-ground holding tank: Per CMR 18.09: Record Keeping All persons who own or operate a holding tank, mobile tank, or container that accumulates or stores on-site generated or off-site generated industrial wastewater prior to off-site recycling, treatment or disposal shall comply with the following record keeping requirements: (1) Maintain the following records at the facility for the retention time specified herein, and make these records available to Department personnel upon request: (a) holding tank construction and installation records maintained until holding tank decommissioning, including but not limited to: 1. holding tank engineering plans stamped and signed by a Massachusetts Registered Professional Engineer, if applicable; and 2. any applicable permit from the local municipal approving authority; (b) operating records for holding tanks and containers maintained for three years for each shipment of industrial wastewater, including but not limited to: 1. the name of holding tank operator; 2. the date of shipment; 3. the volume and description of the industrial wastewater from each source, including both on-site sources and off-site sources, if any; 4. the name and address of the receiving facility, and verification of the shipment, by means of a document, from the receiving facility; and 5. the name and vehicle registration number of the hauler; (c) operating records for mobile tanks maintained for three years for each shipment of industrial wastewater, including but not limited to: 1. the name of the mobile tank operator; 2. the date of shipment; 3. the volume and description of the industrial wastewater from each source; 4. the name and address of the receiving facility, and verification of the shipment, by means of a document, from the receiving facility, if the mobile tank is the only holding tank used at the facility. (2) The retention time for these records shall extend automatically for the duration of any unresolved enforcement action against the facility related to Federal, Commonwealth or local environmental requirements. 18.10: Certification (1) Beginning on November 15, 2002 either the owner or operator of an existing or new holding tank shall be required to submit a one-time compliance certification to the Department in accordance with the Environmental Results Program Certification regulations under 310 CMR 70.03(3) on a form prescribed by the Department within the following time line: (b) For New Holding Tanks: submit the certification within 60 days of installation. 314 CMR: DIVISION OF WATER POLLUTION CONTROL 18.10: (c) a certification shall be deemed approved unless the owner or operator is notified in writing by the Department of deficiencies in the submittal within 60 days of receipt of the certification and fee pursuant to 310 CMR 4.10(11)(a). Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 6 18.11: Holding Tank Decommissioning Requirements Beginning on November 15, 2002, owners and operators decommissioning a holding tank shall: (1) For Above-ground Holding Tanks: (a) pump and haul away the entire contents of the tank; and (b) clean the holding tank and related areas as necessary. Best Management Practices Regarding Water for Discharge Solids Management We intend to employ the following measures to prevent solids from entering the water drainage system: • install screens, filters or baskets on all floor drains and trenches to capture solids. • Use the correct gauge screen to maximize solids removal and install screens that are easy to access and service. • Dewater collected solids and dispose off-site. • Collect spent slurry for offsite disposal or beneficial reuse. • Collect used filter media (e.g. diatomaceous earth) and dispose off-site or consider beneficial reuse. • Control solids at the source; don’t let the solids hit the ground, sweep up and collect spills, and avoid rinsing them down the drain. • Train employees on solids management practices. PH Control • Install totes, tanks or containers to adjust the pH of individual waste streams. • Install a sufficiently sized tank to collect wastewater from all operations for the purpose of self- neutralization and if necessary to adjust the pH to meet these limits. • For small batches with slight excursions above pH 12, mild acids such as acetic acid (i.e., vinegar) or citric acid can be used to neutralize the wastewater. • For small batches with slight excursions below pH 5.5, mild alkaline solutions, such as calcium carbonate (lime) can be used to neutralize the wastewater. • Stronger acidic or alkaline neutralization chemicals may be needed based on the pH of the effluent and the volume of the wastewater to be neutralized. • Provide a mechanical mixer in the wastewater tank to promote self-neutralizing of low and high pH wastewaters. Please note that adequate mixing is essential when using neutralizing chemicals. • Reuse and recycle chemicals wherever possible through automated approaches (e.g., clean in place). • Train employees on effluent pH management practices. Chemical storage and spill prevention • Provide secondary containment for chemical solutions such as cleaning and sterilization chemicals and waste materials to prevent the entry of these materials into the sewage system in case of accidental spills. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 7 • Store chemical solutions in low traffic areas, away from forklifts and other production activities, to lessen the chance of an accidental spill. • Segregate and securely store non-compatible chemicals (for example acids and bases) in separate containment areas to prevent mixing of incompatible or reactive materials. • Maintain and inspect all process solution tanks on a regular basis and repair any leaks promptly. • Label all chemical solution storage containers. • Develop a spill response plan and train employees to follow the spill plan. Post the spill plan and the contact information for spill notification in a prominent place. Drum & Container Containment Activity: Oil (& other fluids) dispensing and outside storage Typical Pollutants: Oil, hydraulic fluid, antifreeze, paint, solvent, cleaners, petroleum hydrocarbons, toluene, ethylene glycol, etc. Typical Problem: Drums, pails, and small containers of liquids are stored outside in non- bermed, un- contained areas, which through expansion and contraction of the container, can damage the container, or the container bungs casing leaks, or filling/dispensing operations can discharge pollutants to the ground in the vicinity. Rain and snow con- tact this material and transport it off site or into the ground water. Dispensing potentially hazardous liquids may result in spills and leaks around the dispensing area. This leaked liquid can be tracked to other locations, or can seep through cracks and floor joints into the soil and groundwater beneath the floor. Rain and snow melt may transport these pollutants off site. BMP: Portable metal storage buildings with built-in containment reduces this risk and better protects the liquid containers from damage and possible contamination. Environmental controls, i.e. heat- ing and air conditioning, and fire protection are usually available in these pre-constructed units if needed. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 8 . When dispensing into secondary containers, the containment shall drain into a drum or other container. Hoses on dispensing stations should not be able to extend beyond the containment area. For dispensing area containment, the volume of the containment area should be equal to the tank being dispensed from. If possible dispensing areas should be under roof or some other protection from stormwater. If a roof is not provided to keep out rain and snow, then the volume of the enclosure should be 110% of the volume of the largest bulk tank inside of the enclosure Efficiency/Impact: Implementation of these BMPs will reduce the risk of exposure to Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 9 stormwater of the contaminants associated with the delivery, dispensing, and storage of the ma- terials in bulk tanks. Some risk of contamination will still exist from the material handling activities associated with moving containers of these liquids to and from the pallets or storage buildings or dispensing. BMP: Tank Containment Activity: Storage of liquids in bulk containers or tanks. Typical Pollutants: Oils, diesel, gasoline (petroleum hydrocarbons); antifreeze (ethylene glycol); and solvents Typical Problem: Leakage or spillage occurs around tanks from filling, dispensing, deterioration of pipe connections or failure of secondary MP: Bulk storage tanks shall have secondary containment in the form of a curbed enclosure with a liner to prevent migration of the liquids through the enclosure walls and floor. The liner can be in the form of a compatible flexible epoxy or a liner membrane compatible with the fluids being contained. If a roof is not provided to keep out rain and snow, then the volume of the enclosure should be 110% of the volume of the largest bulk tank inside of the enclosure. Fill locations should have drip trays that drain into a drum or other container. Dispensing areas should have their own containment. When dispensing into secondary containers, the containment should drain into a drum or other container. Hoses on dispensing stations should not be able to extend beyond the containment area. For dispensing area containment, the volume of the containment area should be equal to the tank being dispensed from. Dispensing areas should be under roof or some other protection from storm water. Caution should be used to ensure that incompatible materials are not contained within the same enclosure. Double-walled, aboveground storage tanks maybe used instead of single walled storage tanks with containment structures. Filling and dispensing areas associated with double-walled tanks should have containment and protection from storm water. Efficiency/Impact: Implementation of this BMP will reduce the risk of exposure to storm water of the contaminants associated with the delivery, dispensing, and storage of the materials in bulk tanks. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 1 MMSI Security Policies and Procedures Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Table of Contents General Overview .................................................................................................................................... 2 Summary ............................................................................................................................................. 2 Security System Overview .................................................................................................................... 2 Preventing the Diversion of Cannabis to Minors Overview ................................................................... 3 Inventory and Sales Control Overview ................................................................................................. 3 Incident Reporting Overview ............................................................................................................... 4 Security and Safety Procedures................................................................................................................ 5 Diversion Prevention Policy ................................................................................................................. 5 Facility Access ...................................................................................................................................... 7 Security and Alarm System ................................................................................................................ 11 Additional Facility Physical Security.................................................................................................... 17 Security Personnel ............................................................................................................................. 18 Security Procedures ........................................................................................................................... 19 Other Duties ...................................................................................................................................... 20 Employee Security and Awareness ..................................................................................................... 22 Disaster Plan/Emergency Procedures ................................................................................................. 24 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 2 General Overview Summary Mass Medi-Spa, Inc. (MMSI) will implement policies and procedures to maintain a secure facility and to prevent diversion or other loss of marijuana products in accordance with 935 CMR 500.110. These policies are intended to protect consumers, Mass Medi-Spa’s agents and authorized visitors, and the local community. A trained Mass Medi-Spa security agent will inspect the valid, government-issued photo identification of each individual seeking entrance into the establishment to ensure that only individuals 21 years of age or older, or registered patients with a valid Medical Use of Marijuana card, are allowed access. These policies will also provide for the proper storage and disposal of marijuana products. Mass Medi- Spa will ensure that all excess marijuana is disposed of safely and that there are sufficient storage areas and equipment for the proper storage of marijuana in limited access areas. This equipment will include, but is not limited to, locked safes or vaults, proximity keycard readers, alarms, and surveillance cameras. In addition to these measures, Mass Medi-Spa will ensure that no marijuana products are visible from the exterior of the facility. Mass Medi-Spa will also implement policies and procedures for situations following inadvertent diversion or loss of marijuana products. In addition, Mass Medi-Spa will work cooperatively with the Commission, the Town of Nantucket and local law enforcement authorities and fire services during the design, implementation and ongoing monitoring of the comprehensive security system and will share the security plans, policies, and procedures with those authorities. The overall security of our facility, patients, children, our community, and team is absolutely paramount. Our licensed facility will include protection far exceeding that of any standard medical or retail facility and will be on par or better than most bank security systems. Several physical features, staff protocols, and functional design concepts are being implemented to ensure a secure, comfortable environment which poses minimal risk and does not negatively impact the Town or the community. We take a multiple layer approach to security including a number of state-of-the-art physical and bio-metric controls, detailed record keeping software, adequate and aesthetically pleasing exterior lighting, education for staff and the public, direct relationships and oversight from local authorities, full-time security staffing, categorical access controls, and dozens of other applied measures to ensure our products are only in the hands of registered patients or adults 21 years of age or older, and only used to achieve their maximum benefits. Security System Overview To prevent unauthorized access, and to ensure against theft, loss, and/or diversion, our facilities are constructed with: • Full access controls with keycard access • Comprehensive policy, procedures, and continuing training • Full video coverage of interior and exterior of building • A brick and mortar (or concrete) founded and walled structure with an affixed roof • Steel plate framing and/or steel reinforced concrete within shared-walls, and at interior visitor/agent access control points Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 3 • Affixed access prevention equipment on exposed windows (along with affixed window coverings/anti-visibility treatments), vents, and other potential access points • Security doors using approved commercial grade locks, both manually operated and electronic, controlled by a secured, interior position along with access control protocols • Secured, automatically locking doors at all interior access points by auditable key- fobs system • Auto-lock and entry monitoring of all product areas to prevent access to persons during the temporary absence of management • A “Safe Room” where product will be stored with steel mesh in the walls • Sufficient battery backup for alarms, video cameras and recording equipment to support ongoing operation, recording, and storage in the event of power loss • A series of devices (motion, video/photo, pressure, DVR, etc.) to continuously detect and monitor all activities including unauthorized intrusion (alarm/surveillance system) • Dedicated DVR storage enclosure • Fire and smoke detection / alert / suppression systems • Exterior lighting- commercial HPS/MH/LED lighting, adequate to fully illuminate access points, walkways, and parking areas; timed/photo-sensed for sunset and sunrise Preventing the Diversion of Cannabis to Minors Overview We understand that the potential diversion of cannabis to minors is a major concern of the Nantucket community, and we will take steps to ensure the prevention of this aspect in multiple operational categories. These include: • Education for the staff and patients regarding the potential hazards of youth cannabis use • Outreach to youth-oriented programs and addiction centers • Branding and packaging that hold no similarity to products seen as enticing to children • Product development plans which exclude any items that are enticing to children • Child-proof packaging and packaging meeting ASTM standards to prevent accidental exposure • Policy prohibiting loitering, on-site consumption and diverting products in any way, and termination of membership as well as criminal prosecution as the consequence of violating these policies Inventory and Sales Control Overview Our team has implemented a stringent control system that will be put in place via: a point of sale/inventory tracking system; tools and form for accounting and verification; and tasks and processes that will ensure accountability at every stage through the product chain. Our team will implement a Cannabis Control Commission-approved industry management database system called 365 Cannabis. 365 Cannabis is a leading cannabis seed-to-sale point-of-sale system and has been used by many companies across the United States. 365 Cannabis has a full integration to the Commonwealth’s Virtual Gateway system (Medical) and Metric (Adult use) which will track customers sales and purchase limits. This system will allow our team to strictly enforce the customer purchasing limits as established by the Commonwealth. Additionally, these purchasing limits will be communicated to each customer verbally during orientation and through our customer education materials. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 4 Incident Reporting Overview Mass Medi-Spa will immediately notify the Commission and law enforcement authorities of any security breach including, but not limited to, discovery of discrepancies identified during inventory, diversion or loss of marijuana products, any loss or unauthorized alteration of records related to marijuana, suspicious actions within the establishment, failure of an alarm system, activation of an alarm system, or any criminal acts. Mass Medi-Spa will provide written notice to the Commission within ten (10) calendar days of any incident that occurs on the premises. Mass Medi-Spa will maintain records and documentation of any security incident for at least one (1) year. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 5 Security and Safety Procedures In accordance with all applicable Commonwealth and Town rules and regulations, Mass Medi-Spa will implement and maintain strict security and safety systems and protocols to ensure the safety and security of staff, visitors, cannabis goods, the licensed facility, and to ensure a safe, hazard free cultivation environment. The security and safety measures will be implemented to deter and prevent the unauthorized entrance to areas containing marijuana and containing usable marijuana and to prevent the theft of marijuana and usable marijuana. The Mass Medi-Spa team will ensure that all security procedures are conducted according to all applicable Commission rules and regulations, especially regarding the security personnel and procedures required to prevent unauthorized access to the licensed facility and restricted access areas, preventing theft or loss of cannabis products, limiting personnel access to areas necessary to complete job duties, the alarm and video surveillance systems with electrical support backup system, auditable documentation, secure storage of electronic records and surveillance footage, along with emergency procedures as follows: Diversion Prevention Policy Policy Summary • The Compliance Officer shall ensure that our policy and procedures are and/or will be adequate and implemented to train all registered agents on detection and prevention of diversion of medical cannabis. • Security and Surveillance equipment, Inventory control system and protocol, and physical features of the facility shall also be in place as to ensure prevention of any diversion, and detection in the event of any diversion. • Upon discovery of any discrepancy in the inventory, a process will be performed to assess the physical inventory on hand versus the inventory tracking system to determine whether there has been adverse loss versus a data entry error. Should the cause be adverse loss, the amount, product, location of storage, persons with access to that area at that time, and timeframe for the loss will be assessed, and the security/surveillance footage and access control logs will be used to visually identify the diversion and persons responsible. • All cannabis is accounted for and monitored from the purchase order phase through delivery, inspection, labeling, storage, and as applicable, segregation for waste, return to processor/destroyed, or dispensing, and assurance that dispensed products are received only by qualified patients/caregivers, in amounts or forms corresponding to their purchase, and not to exceed/conflict with their recommendation, Commonwealth compliance limits per dispensing, and are not diverted by the recipient. • Only the Dispensary Manager will have authority to initiate purchase orders for product • Only management may authorize purchase orders and product procurement to be carried out by the Dispensary Manager • Only management may authorize payment for purchase orders Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 6 • Employees shall notify their supervising Dispensary Manager immediately upon discovery of need for re-stocking or purchase of products, or upon discovery of diversion, loss, theft, waste, etc. • The Dispensary Manager must be responsible for product receiving & inventory input per our ‘product transport and receiving’ policy and procedure • The following protocol, measures, and actions will be rigid in nature, and consistently practiced and enforced by employees, administration, security detail, respectively as is applicable Key pillars of diversion prevention policy are as follows: • Transparency and Compliance- Each patient will be registered internally (along with Commonwealth & physician registries) and agree to allow monitoring / accounting of their allotment as is current at that time, while keeping their records privately anonymous for HIPAA compliance, yet accessible as necessary, and maintaining data such as registry certificate expiration dates, etc. in order to maintain full transparency and compliance. • Verification and Access Protocol- This registry status of each patient / caregiver will be verified, along with their personal identity, each time a patient / caregiver enters the facility, and before they are permitted to access or purchase Cannabis- • Patient Membership Terms & Enforcement- Part of the registry / membership agreement shall include terms that require patients not to divert or otherwise distribute Cannabis to non- registered patients. • Non-Diversion, and Anti Non-Medical Use-Aforementioned agreement will also require patients / caregivers to agree not to use Cannabis as a recreational outlet, or for any determined non- medical use. • Currency of Registration Status- Patients / caregivers with expired or lacking credentials, without valid Commonwealth Identification, or those who have been found to violate, or are reasonably suspected of violating the agreement as per their membership by diverting Cannabis or other actions will be denied access as enforcement of member / patient agreement and policy. • Inventory Controls- Regular daily inventory, as well as a full accounting of all inventory at least every 30 days will be performed by the Dispensary Manager) on duty. In order to maintain record of inventory on hand, we will employ physical inventory logs as well as dedicated inventory control software (ICS), which tracks every gram of cannabis from Inventory Management (S2S). The software also captures each and every activity, allowing for a comprehensive accounting process regardless of product origin while maintaining a comprehensive patient & product database, which is fully HIPAA compliant. This same process of control will be implemented during product delivery and inventory introduction. This gives us the ability to produce full and responsible reporting, inventory tracking, assessment, and product plan development as needed Our software product suite includes: • Point of Sale Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 7 • Inventory Tracking • Selective User Functionality and Tracking • Product Management • HIPAA Compliance Additional Non-Diversion Deterrent Measures In addition to standard controls, in the event of: suspicious activity, witness report, or other cause for scrutiny- the number of patients each day into the product area will be compared to the overall number of purchases; any non-coinciding events, cancelled purchases, unauthorized entries, missing product, etc. will be reviewed via video footage, and applicable employees will be reviewed • If patient is found to have made purchase through an employee illegally, or to have stolen or improperly received any item, sample, cash, etc. • The patient (and / or employee- based on involvement, multiple documented offenses, and/or gross negligence) will be: o Terminated immediately o Permanently barred from future activity o Subject to criminal / legal action and reported to immediately Facility Access In order to prevent unauthorized persons or minors from obtaining products, Mass Medi-Spa will utilize preliminary identification and verification procedures to control access. Unauthorized persons cannot just walk into the facility as they might enter, for example, a liquor store. The establishment is designed to prevent access by anyone other than authorized customers 21 years of age or older, registered patients, staff, and approved visitors. Vendor and staff entry occur exclusively through the back entrance, which is monitored by security and controlled by card access. All public entry occurs exclusively through the front entrance, via a two-door waiting area that also functions as a man-trap. Upon entry into the waiting room, all public visitors are greeted by security personnel and reception personnel. Security personnel are trained to visually inspect all public visitors and be alert to any suspicious behaviors or warning indications. Visitors will be asked to approach the greeting window to present their government-issued photo identification and, if applicable, Medical Use of Marijuana Registration Card to reception staff. Once these are verified, the visitor is asked to sit in the waiting room until the retail floor is ready to accept another customer; the security officer will then unlock the dispensary door and direct the patient or customer inside. Any visitor who cannot provide the appropriate identification will immediately be directed to leave the premises. The dispensary door will not be unlocked while any unverified visitor is in the waiting room. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 8 Restricted Access Areas In accordance with all applicable Commonwealth and Town regulations, Mass Medi-Spa will maintain the following restricted access areas protocols: • Mass Medi-Spa will designate limited access areas by posting clearly visible signs, no smaller than 12” x 12” and which state: “Do Not Enter-Limited Access Area-Access Limited to Authorized Personnel Only” in lettering no smaller than one (1) inch in height. • Mass Medi-Spa will limit the individuals allowed access to these areas to its registered agents, law enforcement, and others authorized by the Commission. • Mass Medi-Spa will require all agents to wear employee identification badges at all times while on the premises of the marijuana establishment. Agents will escort all visitors, including vendors and contractors, into limited access areas. These visitors will be logged in and out, and Mass Medi-Spa will maintain this log and make it available to the Commission and local law enforcement authorities for periodic inspection. Mass Medi-Spa will ensure that all visitor identification badges are returned before visitors leave the premises. Restricted Access: Visitors Mass Medi-Spa follows these security procedures for visitor access to the facility: • When any individual approaches and enters the facility, he or she will be under constant video surveillance, which will be recorded for playback, if necessary. • When visitors approach the facility, they will walk to the main entrance door and ring the doorbell. The doorbell will activate the video intercom to assist the Security Officer in facial recognition. This is the first tier of security. o If the visitor is a registered patient or caregiver, the visitor will be required to hold up their government issued ID and patient registration to the video intercom before being granted access to the facility. o If the visitor is not a registered patient or caregiver, such as suppliers, vendors, Commission personnel, and others, the visitor will be required to hold up their government issued ID and state the reasonable purpose for their visit to the video intercom before being granted access to the facility. • Once the intercom entry is granted, the individual will be directed to check in with the Security Officer for further directions in order to fully check into the facility. This is the second tier of security. • Upon reaching the Security Officer, visitors who are not registered patients or caregivers will be required to surrender their driver’s license, wear a visitors badge, and sign the entry log for the facility. • When the check in is completed, the individual will wait with the Security Officer until their facility host arrives and escorts them into the licensed premise. The host will be required to stay with their visit at all times that the visitor is in the facility. This is the third tier of security. • Once their visit is concluded, visitors will be required to check out of the facility by signing out, turning in visitor badges to the Security Officer, retrieving IDs, and exiting the facility. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 9 Restricted Access: Security Officers Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 10 • Security and Alarm System Mass Medi-Spa will install and continually monitor alarms, video surveillance and other security equipment to prevent and detect potential loss and diversion of marijuana. Alarm System Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 12 • Video Surveillance System Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 13 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 14 o Other System Features Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 15 Download Security Footage Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 16 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 17 • Additional Facility Physical Security Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 18 • Security Personnel Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 19 • Security Procedures Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 20 • Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 21 tation confirming receipt of the cannabis waste will be turned into the Compliance Officer Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 22 Employee Security and Awareness Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 23 § Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 24 • Disaster Plan/Emergency Procedures Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 25 • Emergency Situations Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 17 26 • Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 1 MMSI Plan for Testing Products Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Table of Contents Overview ................................................................................................................................................. 2 Table 1 - Testing Program for Finished Marijuana Plant Material.......................................................... 3 Table 2 – Testing Program for Marijuana Resin and Concentrates ........................................................ 4 Table 3 – Testing Program for Marijuana Infused Products .................................................................. 5 Table 4 – Testing Program for Environmental Media and Water Resources .......................................... 6 Facility ..................................................................................................................................................... 7 Instrumentation ...................................................................................................................................... 7 Quality Management System (QMS) ........................................................................................................ 7 Laboratory Staff ................................................................................................................................... 8 Laboratory Management ..................................................................................................................... 8 Laboratory Quality Officer ................................................................................................................... 8 Independent Quality Assurance Contractor.......................................................................................... 8 Document Control Procedure .................................................................................................................. 9 Standard Operation Procedures ............................................................................................................... 9 Laboratory Documentation Maintained ................................................................................................... 9 Maintenance Logs ................................................................................................................................. 10 Storage of Data ...................................................................................................................................... 10 Software Control ................................................................................................................................... 10 Ethics Policy and Training ...................................................................................................................... 11 Data Integrity Reviews ........................................................................................................................... 11 Sample Integrity Review ........................................................................................................................ 12 Chain of Custody Procedures ................................................................................................................. 13 Method Validation and Quality Control Activities .................................................................................. 13 Initial Validation................................................................................................................................. 14 Ongoing Quality Control Practices ...................................................................................................... 16 Management Review ............................................................................................................................. 18 References ............................................................................................................................................ 19 Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 2 Overview Mass Medi-Spa has committed to faithfully executing the plan described herein to provide validated testing based on guidance in the MDPH Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana-Infused Products for Massachusetts Registered Medical Marijuana Dispensaries, and the Protocol for Sampling and Analysis of Environmental Media for Massachusetts Registered Medical Marijuana Dispensaries (MDPH Protocols), the Massachusetts Quality Assurance Program Plan for Analytical Testing Laboratories Performing Analyses of Finished Medical Marijuana Products and Marijuana-Infused Products in Massachusetts (QAPP), and methods cited therein published by the United States Pharmacopoeia (USP) and American Herbal Pharmacopoeia (AHP 2013). The testing program for finished plant product will be as indicated in Table 1. The testing program for resins and concentrates will be as indicated in Table 2. The testing program for marijuana infused products will be as indicated in Table 3. The testing program for environmental media and water will be as indicated in Table 4. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 3 Table 1 - Testing Program for Finished Marijuana Plant Material Product Type Analyte Class Analyte(s) Action Limit Comment Finished Plant Material (all) Pesticides (MDPH Protocol MMJ_PR_3.0_0 20516, Exhibit 5) Exhibit 5 List1 and any additional pesticides analyzed 10 ppb or 5% of EPA established tolerance of residue MDPH Protocol MMJ_PR_3.0_020516, Section 7.3 Finished Plant Material (Final Point of Sale) Metals (MDPH Protocol MMJ_PR_3.0_0 20516, Exhibit 4) As, Cd, Pb, Hg (total) As: 15002/2003 µg/kg Cd: 5002/2003 µg/kg Pb: 10002/5003 µg/kg Hg (total): 15002/2003 µg/kg If passes limits for Exhibit 4(b) for ingestion only but not Exhibit 4(a) for all uses then refer to protocol Section 7.2 for labeling requirements Mycotoxins4 < 20 µg of any mycotoxin per kg material Cannabinoid Profile Δ9THC, CBD, THCa, CBDa N/A (Report Results) 1 Pesticide compound as referenced in MMJ_PR_3.0_020516, Exhibit 5: bifenazate, bifenthrin, cyfluthrin, etoxazole, imazalil, imidacloprid, myclobutanil, spiromesifen, trifloxystrobin 2 MMJ_PR_3.0_020516 Exhibit 4b – Ingestion Only 3 MMJ_PR_3.0_020516 Exhibit 4a – All Use 4 Mycotoxins is defined in the MDPH protocols as the sum of aflatoxin B1 (AFB1), B2 (AFB2), G1 (AFG1) and G2 (AFG2) Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 4 Table 2 – Testing Program for Marijuana Resin and Concentrates Product Type Analyte Class Analyte Action Limit Comment Marijuana Resin and Concentrates (All) Solvents (MDPH Protocol MMJ_PR_3.0_020516, Exhibit 7) Exhibit 7(a) and 7(b) Butane and Ethanol Exhibit 7(a) and 7(b) 12 mg/kg5 Metals (MDPH Protocol MMJ_PR_3.0_020516, Exhibit 4) As, Cd, Pb, Hg (total) As: 15006/2007 µg/kg Cd: 5002/2003 µg/kg Pb: 10002/5003 µg/kg Hg (total): 15002/2003 µg/kg If passes limits for Exhibit 4(b) for ingestion only but not Exhibit 4(a) for all uses then refer to protocol Section 7.2 for labeling requirements Bacteriological contaminants (MDPH Protocol MMJ_PR_3.0_020516, Exhibit 6) Mycotoxins1 < 20 µg of any mycotoxin per kg material Cannabinoid Profile Δ9THC, CBD, THCa, CBDa N/A (Report Results) 5 Circulation letter: DHCQ 16-11-663, November 23, 2016. Analysis Requirements for Residual Solvents in Cannabis Oil. 6 MMJ_PR_3.0_020516 Exhibit 4b – Ingestion Only 7 MMJ_PR_3.0_020516 Exhibit 4a – All Use Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 5 Table 3 – Testing Program for Marijuana Infused Products Product Type Analyte Class Analyte Action Limit Comment MIMIPS MIPS (ALL) Bacteriological contaminants (MDPH Protocol MMJ_PR_3.0_0 20516, Exhibit 6) Mycotoxins8 < 20 µg of any mycotoxin per kg material Cannabinoid Profile Δ9THC, CBD, THCa, CBDa N/A (Report Results) 8 Mycotoxins is defined in the MDPH protocols as the sum of aflatoxin B1 (AFB1), B2 (AFB2), G1 (AFG1) and G2 (AFG2) Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 6 Table 4 – Testing Program for Environmental Media and Water Resources Product Type Analyte Class Analyte Action Limit Comment Soil and Growth Media, Water Sources Pesticides (MDPH Protocol MMJ_PR_3.0_0 20516, Exhibit 5) Exhibit 59 and any additional pesticides analyzed 10 ppb or 5% of EPA established tolerance of residue Protocol Section 7.3 Metals (MDPH Protocol MMJ_PR_3.0_0 20516, Exhibit 4) As, Cd, Pb, Hg (total) As: 150010/20011 µg/kg Cd: 5002/2003 µg/kg Pb: 10002/5003 µg/kg Hg (total): 15002/2003 µg/kg If passes limits for Exhibit 4(b) for ingestion only but not Exhibit 4(a) for all uses then refer to protocol Section 7.2 for labeling requirements Bacteriological contaminants (MDPH Protocol MMJ_PR_3.0_0 20516, Exhibit 6) Mycotoxins12 < 20 µg of any mycotoxin per kg material Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 7 Facility A space of up to 150 square feet has been set aside for the laboratory construction. The laboratory design will be performed by experienced laboratory operations managers within the Mass Medi-Spa staff and will be reviewed by an independent contractor with highly experienced certified analytical chemists prior to finalization. In addition to local codes, the design review will include an evaluation of security, ventilation, work-flow, potential for cross-contamination, ergonomics, illumination, positive and negative pressure zones For the Mass Medi-Spa facility, the designated laboratory director’s responsibilities include verifying that the laboratory has appropriate, secure, well-maintained facilities and equipment for the safe, successful conduct of analysis. Prevention of cross contamination, maintenance of sample integrity and maintenance of the chain of custody and records documenting the same are elements that will be maintained as integral parts of facility design and operation. Instrumentation Mass Medi-Spa will purchase and install the following instrumentation in its laboratory, to be constructed on-site within 6 months of its permit approval: • Inductively Coupled Plasma-Mass Spectrometer (ICP-MS) for the trace-level analysis of arsenic (inorganic) (As), cadmium (Cd), lead (Pb), and total mercury (Hg), in accordance with USP Method 223 and additional guidance from the QAPP • Ultra Performance Liquid Chromatograph-Mass Spectrometer (UPLC-MS) for the analysis of liquid chromatographable pesticides by AHP 2013, including additional guidance from the QAPP. • High Performance Liquid Chromatograph-Ultraviolet to Visible or Diode Array Detector (HPLC- UV-Vis or HPLC-DAD) for analysis of cannabinoids by AHP 2013 including guidance from the QAPP. • High Performance Liquid Chromatograph-Fluorescence Detector (HPLC-FD) for analysis of Aflatoxins B1, B2, G1, G2 and ochratoxin by FDA BAM and adaptation of AOAC Official Method 2008.02 including guidance from the QAPP. • Gas Chromatograph-Flame Ionization Detector (GC-FID) for screening of residual solvents by USP 467, USP 621 and guidance from the QAPP • Gas Chromatograph-Mass Spectrometer (GC-MS) for the analysis of gas chromatographable terpenes and cannabinoids by AHP 2013 for confirmation of all residual solvents to be used in processing extracts or MIPs in accordance with USP Method 467 USP 621 and USP 736 including additional guidance from the QAPP. In accordance with the QAPP, all analytical instrumentation will undergo evaluations of system suitability prior to use, and will be used in accordance with initial and ongoing qualification demonstrations. These activities will all be performed in accordance with written documentation approved by the designated Technical Director and Laboratory Quality Officer. Quality Management System (QMS) Mass Medi-Spa will establish and maintain a quality management system based on the required elements contained in the QAPP and the requirements set forth in the most current version of MDPH Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 8 protocols and ISO/IEC 17025. The elements of the QMS will be documented in the laboratory’s Quality Assurance Manual (QAM). Quality System policies and procedures will supplement the QAM, and each of these documents will be maintained under a document control system in accordance with ISO/IEC 17025. Critical Element of the laboratory’s QMS will include the following: Laboratory Staff Laboratory staff members who will be responsible for performing procedures in accordance with the SOPs, project-specific requirements, and policies set forth by the laboratory management. In this context, the requirements of the QAPP are referred to as project-specific requirement. Staff will also be required to understand and implement the QA/QC requirement of the QMS, the methods and the QAPP. The laboratory management anticipates 1 to 2 full time employees will be hired and trained to address these responsibilities by during the initial phase of operations. Laboratory Management The laboratory operational management will be led by a key individual who will be responsible for the Technical Director and Quality Control Officer roles as defined in the following sections. This individual will have at his or her disposal the services of an independent Quality Assurance Contractor, also described below. Generally speaking, the laboratory management will assure that a formally trained and sufficiently experienced analytical chemist functions in the Technical Director role, who will have the ultimate responsibility over all decisions in the laboratory pertaining to technical issues. The laboratory management define the minimum level of qualification, experience, and skills necessary for all positions in the laboratory. In addition to education and/or experience, basic laboratory skills such as using a balance, pipetting, and performing quantitative techniques will be considered. The laboratory management will assure that the laboratory staff has and maintains the appropriate education, training, technical knowledge, and experience to perform their assigned functions, and will verify that records of the staff members’ demonstrations of capability are maintained. The Technical Director will additionally serve as the Laboratory Quality Officer, and will be responsible for the laboratory’s compliance with MDPH and CCC protocols, the cited methods and the QAPP. Other duties as defined in Section 5.2.2 of the QAPP will also be applied. Laboratory Quality Officer As will be identified in Mass Medi-Spa’s Organizational Chart, the Laboratory Quality Officer will have a direct line of communication to the laboratory’s Executive Management Board. The Laboratory Quality Officer’s duties will be distinct from any production activities to avoid undue pressures to the decisions regarding compliance and data quality. The Laboratory Quality Officer will have the responsibilities listed in ISO 17025:2005 Section 4.1.5 and will authority in decisions where production and quality are in conflict. As a key component to managing the QMS, the Laboratory Quality Officer will approve and implement the laboratory’s Document Control Procedure. Independent Quality Assurance Contractor Mass Medi-Spa has established mutual agreements and a contract for services from an Independent Quality Assurance Contractor that offers direct consultation on quality assurance management and Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 9 operational quality control. Services to be provided by such a contractor will give Mass Medi-Spa the benefits of guidance and advice from independent experts in the regulatory analysis of marijuana, extracts and resins, growth media and marijuana infused products. These experts have attained certifications in Quality Auditing (American Society for Quality), and maintain certifications as Certified Environmental Analytical Chemists (National Registry of Chemists), and Certified Food Scientists (Institute of Food Technologists). Mass Medi-Spa will engage the services and participation from its Quality Assurance Contractor to assess its policies and practices in the contexts of ISO/IEC 17025, USP, the AHP, the MDPH Protocols and QAPP. As noted within this plan, Mass Medi-Spa will additionally engage its Contractor as needed to supplement its Management Reviews. Document Control Procedure The Laboratory QA Plan, Policies, Critical Records and Standard Operating Procedures detailing the laboratory’s standard practices will be maintained under a formal document control system that includes a unique identification system and the retrieval/accounting of all outdated versions, schedules and assignments for review of such documents and distribution of current documents to designated users. Standard Operation Procedures Mass Medi-Spa will develop Standard Operating Procedures (SOPs) for every activity performed during standard laboratory operation. This includes quality procedures, technical procedures, and any activities that support those activities including software, administrative, and calculation procedures. These procedures will contain sufficient detail to perform the methods and will be consistent with actual laboratory practices. The designated Laboratory Quality Officer will be responsible to manage the drafting, review, revision, documentation and distribution of SOPs in accordance with the Document Control Procedure. SOPs will contain all applicable components listed in the QAPP in Section 5.4.1.1. If staff or management becomes aware of the fact that procedures do not reflect current activities, the SOPs will be revised according to the Document Control Procedure, in cooperation with the designated Laboratory Quality Officer. SOPs will be reviewed and updated when there is a change in the method, activity, or material such that the SOP is consistent with the method and laboratory procedures. A documented (including signoff) review of all SOPs will be performed annually for technical procedures and biannually for quality system and administrative SOPs. Laboratory Documentation Maintained Mass Medi-Spa will maintain all laboratory documentation in an organized manner. Logbooks themselves will be uniquely identified and included in the laboratory document control system. All corrections to hardcopy records will be made using a single strike-through and will be initialed and dated by the individual making the correction. All corrections/changes/updates made to records in the laboratory information management system (LIMS) will include an appropriate comment and be traceable via audit trail. All data recorded by Mass Medi-Spa in logbooks, notebooks, and LIMS will undergo routine periodic (e.g., monthly) and documented supervisory review. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 10 The records of the analysis that will be retained include but are not limited to those records required in Section 5.6 of the QAPP. All instrument use (whether reportable or not) will be retained and archived in an organized manner within Mass Medi-Spa laboratory operations. The laboratory will process instrument software chromatograms and data in a manner that allow for the historical reconstruction of the analysis. Instrument software will track all changes and chromatography changes with an audit trail and the Mass Medi-Spa laboratory will have procedures for tracking changes in all other analytical records. Analytical sequence logs, all QC components, including those samples from failed or unreported runs will be maintained as part of laboratory records. Electronic logs will be replicated to a separate medium at least daily and will always have a functional audit trail enabled and in use. Changes to analytical and compliance parameters, such as peak/signal intensity, peak area, normalizing parameters, time of analysis, response factors, weight and volume values, units, and dilution factors will be associated with a documented reason for the change, recorded by the identified operator. Overwriting files is strictly prohibited at Mass Medi-Spa laboratory. Laboratory staff will receive documented training of staff on this issue and they will also be trained to record actions taken in the logbooks or electronic logs when any standard, tune, or QC sample initially fails and is repeated. Maintenance Logs Instrument maintenance logs will be maintained by Mass Medi-Spa and will include records of all maintenance performed on each instrument (e.g., routine maintenance and external repairs). The records will be such that the maintenance performed can be historically traced (problem, solution, outcome format) with records documenting when instrument returned to control. Mass Medi-Spa will supplement the descriptions of problems, troubleshooting steps, and solutions with chromatograms or data showing the instrument response at each step. All log entries will include the author and date when maintenance was performed. The serial number(s) or permanently tagged identifier for the instrument will be included in each maintenance log entry such that the logbook is unambiguously associated with the instrument and the associated peripherals. Storage of Data All data, instrument output (including electronic media), logbooks, electronic logs, reports, hardcopy and electronic copy of all data packages delivered, and applicable peripheral documentation generated by Mass Medi-Spa will be stored in an organized, categorized, inventoried fashion for five (5) years after completion. Overwriting or disposal of any electronic media prior to this expiration period is strictly prohibited. All electronic and hardcopy data will be stored in an easily accessible, climate-controlled environment. Electronic data will be stored in a secure, limited access area with redundant copies stored in fireproof vaults and/or stored at an off-site facility from the primary laboratory location. Software Control Mass Medi-Spa will maintain an approved procedure for verifying the proper functioning of software implementations and measures to prevent loss of data integrity. This procedure will include documented procedures for data storage, back-up, archiving, and retrieval, and a set of procedures for Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 11 capturing the unique identifier for a given QC sample (e.g., check standard, method blank, etc.) allowing for traceability back to the actual documentation supporting the preparation of that sample. For in-house developed software tools such as spreadsheet formulae and macros, instrument upload files, and worksheets for calculations as well as any in-house developed databases, Mass Medi-Spa will document the verification of proper functionality and security of each version and identify the version used to generate results. For original software, developed by, or under the direction of the laboratory, a lifecycle approach will be incorporated into the validation procedure in order to establish the activities needed to assure quality and evidence of validation. The major steps of the lifecycle approach that will be incorporated are listed in Section 5.11.2 of the QAPP. Ethics Policy and Training Mass Medi-Spa will have a process in place for educating and training all laboratory personnel. Data integrity and ethics procedures in the laboratory will include training, signed, and dated integrity documentation for all laboratory employees, periodic monitoring of data integrity, and documented data integrity procedures. The Laboratory Manager will support and enforce the data integrity procedures and ensure that staff participate in annual data integrity training. Documented data integrity training will be provided for all employees initially upon hire and annually thereafter. The data integrity training will cover the difference between fraud and other data integrity issues defining intent and the correct documentation of errors immediately upon discovery. Mass Medi- Spa laboratory management will be responsible for ensuring that contracted technical or support personnel are trained to the laboratory’s quality management system and data integrity procedures, competent to perform the assigned tasks, and are appropriately supervised. Mass Medi-Spa employees will report any violations to laboratory management. The mechanism for confidential reporting of ethics and data integrity issues at Mass Medi-Spa will contain unrestricted access to laboratory management, an assurance that personnel will be protected from repercussions for reporting instances of ethics and data integrity breaches, and anonymous reporting. Any inappropriate activities will be documented, including disciplinary actions, corrective actions, and notifications of clients, when applicable. These documents will be maintained as all other laboratory records (as described above). The data integrity procedure at Mass Medi-Spa will be reviewed as part of an annual internal audit and periodically monitored through in-depth data review of audit trails or records review. Data Integrity Reviews Mass Medi-Spa is committed to ensuring the integrity of data, incorporating the highest appropriate standard of quality in all analytical programs. Mass Medi-Spa personnel will not condone any accidental or intentional reporting of deceptive or misleading data. Laboratory management will not instruct subordinates to perform any practices that would violate this policy, nor will Mass Medi-Spa laboratory management discourage, intimidate, or inhibit a staff member who may choose to appeal instruction under this agreement and will not retaliate against those who do so. All work assigned to personnel will be performed in compliance with the MDPH protocols, MDPH QAPP, Mass Medi-Spa laboratory QA manual and SOPs. Mass Medi-Spa personnel will have the Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 12 responsibility to be aware of and compliant with current policies and procedure requirements for assigned duties. Mass Medi-Spa personnel will only report results or data that match the actual results observed or measured and will not intentionally falsify any data in any manner. Laboratory personnel will not intentionally make false statements to, or seek to otherwise deceive data users, agency representatives, or auditors. Laboratory personnel will not improperly report measurements, standard results, data, test results, or analytical conclusions nor will they destroy, or overwrite records of analyses or original observations. Mass Medi-Spa personnel will be required to understand, through training and review of quality systems documents, that any infractions of the laboratory data integrity procedures will result in a detailed investigation that could lead to very serious consequences such as immediate termination, or civil/criminal prosecution. Mass Medi-Spa, will use manual integration procedures if there is a misidentification or lack of identification of peaks. When manual integration is necessary, the analyst will save the original file in paper or electronic format, record the reason for the integration, the analyst initials, and the date, and save the final file. All samples, standards, and QC samples that are analyzed at Mass Medi-Spa will be integrated in the same manner. Manual integrations will never be performed to meet acceptance criteria. Any deviations from manual integration procedures that occur during data processing will be documented in the final report. Mass Medi-Spa’s SOPs will include least two levels of data review (primary and peer review) on each chromatogram in the analytical run that includes checks for improper software integration and consistent manual integration. Sample Integrity Review The Mass Medi-Spa laboratory will have procedures in place to maintain the custody, security, and integrity of samples. Strict custody procedures will be used at Mass Medi-Spa in order to maintain the integrity of the medical marijuana product samples. Sample integrity will be maintained through proper handling/storage procedures and preparation/analysis will be performed within applicable holding times by Mass Medi-Spa. Applicable hold times will be based on those presented in Appendix A of the QAPP, unless a shorter holding time is specifically requested by Mass Medi-Spa or the MDPH. Documentation of appropriate sample handling/storage, and preparation/analytical procedures will be maintained by the laboratory. Following sample temperature measurement upon sample receipt, the Sample Custodian will examine the sample containers received and note any damage to sample containers/media. Sample container labels will be compared to the Chain-of-Custody (COC) Form, and any discrepancies (e.g., sample identification, preservation, sample matrix, requested analyses, etc.) will be noted. Discrepancies between the samples received and the field COC Form will be communicated to Mass Medi-Spa management, who will provide directions on how to proceed. Samples requiring thermal preservation will not to be allowed to reach temperatures > 6.0°C during sample receipt/login procedures (prior to being placed in laboratory cold storage). The laboratory will maintain sample storage refrigerators at ≤ 6.0°C and sample storage freezers at < -10°C. The laboratory will have adequate cold storage units to maintain temperature preservation as required by the requested analytical methods prescribed in the QAPP. If a sample storage cooler or freezer temperatures fall outside of the acceptance range, the laboratory will document corrective action, and Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 13 any samples stored in the affected units will be immediately moved to a cold storage unit within criterion and the impact on data quality will be assessed and recorded. Samples will be stored separately from performance evaluation (PE) samples, standards, spiking solutions, prepared reagents, and sample extracts or refrigerator blanks will be run to assess contamination. Chain of Custody Procedures Laboratory custody of samples will begin when samples are received by the laboratory. At a minimum, the designated Sample Custodian will sign and record the date and time of sample receipt on the COC record. The Mass Medi-Spa laboratory will also have documented procedures for receipt of samples outside normal hours of operation. Sample custody procedures will be implemented to ensure that samples are not tampered with from the time of sample collection through time of transport to the in-house testing laboratory. Custody of the samples will be documented when someone has physical possession of the samples (i.e., carrying or holding the samples), the samples are within clear view after having possession, or when someone has physical possession and leaves them in a secure location so that they cannot be tampered with. In addition, when samples are secured in a restricted area accessible only to authorized personnel, they will be deemed to be in the custody of such authorized personnel. Sample custody documentation will include both laboratory notebooks and COC forms. Samples will be accompanied by a properly completed COC form. When transferring the possession of samples, the individuals relinquishing and receiving will sign, date, and note the time on the COC record. This record will document the transfer of custody of samples from the sampler to another person, to the laboratory, and to storage. Method Validation and Quality Control Activities Mass Medi-Spa will implement an approved procedure for method validation for all quantitative chemical analyses performed within its laboratory. The objective of validation of an analytical procedure will demonstrate that the method is suitable for its intended purpose. A validation protocol will govern the validation characteristics that need to be evaluated during validation. The validation protocol and eventually, the analytical standard operating procedure (SOP), will clearly document the way the method will be performed. Mass Medi-Spa will validate all methods prior to sample analysis, including laboratory-designed or developed methods, commercially developed methods used outside their intended scope and methods that have been modified, in order to confirm that the methods are fit for the intended use. The validation will be extensive as necessary to meet the needs of the given application or field of application. Mass Medi-Spa will record the results obtained, the procedure used for the validation, and a statement as to whether the method is fit for the intended use. Each method will be validated appropriately before use. The documentation maintained from the development and validation of new test methods will contain the information required in Section 9.1 of the QAPP. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 14 The characteristics that will be evaluated are described in further detail below. When changes are made in the validated method, the influences of such changes will be documented and, if appropriate, a new validation will be carried out. Initial Validation Limit of Detection (LOD) Mass Medi-Spa will draft, review, and issue a written set of procedures detailing the procedures for the determination and verification of the LOD for each analytical method for which the analyte can be spiked into a reference matrix. Mass Medi-Spa will provide documented training to the procedures. When determining the LOD, Mass Medi-Spa will follow the guidance prescribed in Section 9.2.2 of the QAPP, but in general, the following steps will be carried out. The analyst will prepare an adequate number of spikes (minimum of 7) of known amounts of analyte near, but above the instrument detection limit that will be taken through the entire analytical method, including sample preparation (e.g., digestion, extraction, derivatizations, cleanups). From the variation in these measures, the analyst will use the student t statistic to establish the upper confidence limit at p ≥ 0.99 for n-1 degrees of freedom. This result will be compared to a similar set of laboratory method blanks (minimum of 7), applying the same statistic. The higher of these two values will be the calculated LOD value. The LOD value will be validated by analyzing a suitable number of samples known to be near or prepared at the detection limit and perform a statistical evaluation on the associated results in order to determine the LOD value. When verifying LOD values, during any quarter in which samples are being analyzed, Mass Medi-Spa will prepare, and analyze a minimum of two spiked samples on each instrument, in separate preparation batches, using the same spiking concentration level that was used to determine the LOD initially per the instructions in Section 9.2.2.2 of the QAPP. Mass Medi-Spa will verify that at least seven spiked samples and seven method blanks were completed for the annual verification as described in Section 9.2.2.5 of the QAPP. Annually, at a minimum, Mass Medi-Spa will re-evaluate the spiking level used to determine the initial LOD per the criteria established in Section 9.2.2.5 of the QAPP. Limit of Quantitation (LOQ) The LOQ will be determined for each analysis, using a documented standard procedure developed by Mass Medi-Spa. Mass Medi-Spa will draft, review, and issue a written set of procedures detailing the procedures for the determination and verification of the LOQ and will provide documented training to the procedures. The general steps required for the LOQ procedure will follow those prescribed in Section 9.2.3 of the QAPP but in general Mass Medi-Spa will determine the LOQ by preparing spikes of known amounts of analyte near the minimum level at which the analyte can be quantified with acceptable accuracy and precision. The LOQ spikes will be taken through all of the sample preparation steps of the method. In order to validate the LOQ value, Mass Medi-Spa will analyze a suitable number of samples (three spiked samples at a minimum) known to be near or prepared at the LOQ and evaluate the associated results in order to determine whether the results meet the DQOs for precision and percent recovery. Mass Medi- Spa will also ensure that the LOQ value is supported by a calibration point at or below the LOQ for any given method and that method blanks will be held to ½ the LOQ or less. On a periodic frequency, Mass Medi-Spa will check samples that are taken through all method procedural steps and analyzed at the Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 15 LOQ level in order to verify the method’s accuracy near the LOQ value. The default data quality objectives for the LOQ in ongoing checks will meet those presented in Appendix A of the QAPP or the limits specific to LOQ verification that will be established by Mass Medi-Spa. Linear Range For quantitative measurements Mass Medi-Spa will determine the linear calibration range for a method if a standard curve will be used or determine the target calibration standard and linearity if only a one calibration point will be used. The mid-point of the curve will be set at the target level (concentration) for quantitation of the analyte. When determining contaminants in MMPs and MIPs the target LOQ will be set at the contamination limits for each contaminant compound. The range of the method will be derived from the linearity studies by confirming that the analytical procedure provides an acceptable degree of linearity, accuracy, and precision when applied to samples containing known amounts of analyte within or at the extremes of the specified range of the analytical procedure. The requirements for linearity will be established by Mass Medi-Spa methods, and will be included and described in Appendix A of the finalized QAPP. Accuracy For all quantitative measurements, Mass Medi-Spa will prepare and analyze spiked blanks in solvent or matrix samples with known concentration of analyte om order to assess and determine the accuracy of each method. The accuracy of the method will be determined across the range of the method by utilizing at least three different concentration levels: low, middle, and high. The low concentration will be set at the limit of quantitation and the high concentration will be the highest concentration of the linear range. For the determination of accuracy, Mass Medi-Spa will prepare and analyze a minimum of 9 determinations (e.g., 3 replicates at each of 3 concentrations employing the total analytical procedure). These samples will be carried through the complete sample preparation procedure. The data quality objectives for accuracy in Mass Medi-Spa methods will be consistent with those presented in Appendix A of the QAPP. Precision When determining the precision of each method, Mass Medi-Spa will evaluate three primary elements: repeatability, reproducibility, and intermediate precision. Repeatability will be determined using the approach described for determining method accuracy in the section above. For the determination of reproducibility, Mass Medi-Spa will participate in interlaboratory studies that are commercially available. Precision will be reported as the standard deviation or relative standard deviation (coefficient of variation). The data quality objectives established for precision for all Mass Medi-Spa methods will meet and/or exceed those specified in the DQO Tables presented in Appendix A of the QAPP. Selectivity/Specificity Mass Medi-Spa will evaluate potential interferences for each analyte under a given set of method conditions, for all methods performed. Specifically, the evaluation will investigate all spectral, physical, or chemical interferences that may occur when analyzing a sample containing various suspected interferences in the presence of the measure. For chromatographic procedures developed and validated by Mass Medi-Spa, representative chromatograms will be used to demonstrate selectivity and individual components will be appropriately and qualitatively identified and labelled. Critical separations in chromatography will be investigated at Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 16 an appropriate level. For critical separations, selectivity will be demonstrated by the resolution of the two components, which elute closest to each other. Co-elution of peaks will be monitored by monitoring retention times, applying peak symmetry criteria, and analyzing HPLC-UV peaks for peak purity using a diode-array detector (DAD). Re-Validation When a testing procedure that is validated by Mass Medi-Spa is modified from the existing SOP/protocol in such a way that does not meet the criteria in Section 9.0 of the QAPP, Mass Medi-Spa will demonstrate that the modifications do not adversely affect the precision and accuracy of the method. If the accuracy and precision of the method is not acceptable following a modification to the method then validation will be performed using the new conditions, prior to sample analysis. Ongoing Quality Control Practices Mass Medi-Spa will implement an approved procedure that defines warning limits, control limits, analysis frequency, acceptance criteria, and corrective actions for QC samples or for calibrations in all method SOPs for metals, cannabinoid profile, pesticides, residual solvents, mycotoxins methods. Mass Medi-Spa’s SOPs will define method QC sample preparation, warning limits, control limits, sample analysis frequency, acceptance criteria, and corrective actions for QC samples or for calibrations. In the absence of method specified limits, Mass Medi-Spa will apply a defined procedure for determining warning limits and control limits, involving outlier testing, and statistical process control principles. Within each written SOP/protocol, Mass Medi-Spa will establish QC procedures in order to monitor method performance and QC. Positive and negative controls will be used to monitor tests such as blanks, matrix spikes, etc. Tests to define the variability and/or repeatability of the results such as replicates will be implemented for each method. Measures to assure the accuracy of the method including calibration and/or continuing calibration verification tests using certified reference materials, proficiency test samples, or other measures will be implemented for all applicable methods. Measures to evaluate the method capability, such as Limit of Detection and limit of quantitation or range of applicability such as linearity, will be implemented for all applicable methods. Mass Medi-Spa will implement measures to assure constant and consistent test conditions (both instrumental and environmental) where required by the method such as temperature, humidity, light or specific instrument conditions. Mass Medi-Spa will select appropriate formulae to reduce raw data to final results such as regression analysis, comparison to internal/external standard calculations, and statistical analyses. Appropriate reagents and standards will be selected to meet the quality level necessary to ensure the highest level of data quality. Method performance will be monitored by evaluating certain QC samples along with each batch of samples under study. For Mass Medi-Spa, a batch is defined as samples prepared and/or analyzed together with the same process and personnel, using the same lot(s) of reagents. A preparation batch will be composed of 1-20 sample(s) of the same quality systems matrix, meeting the above-mentioned criteria and with a maximum time between the start of processing of the first and last sample in the batch to be 24 hours. An analytical batch will be composed of prepared samples (extracts, digestates, or concentrates) which are analyzed together as a group. An analytical batch can include prepared samples originating from various quality management system matrices and can exceed 20 samples. The Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 17 QC samples included in each batch measure performance characteristics of the entire process on an ongoing basis. When preparing QC samples, any piece of equipment that comes in contact with the product under analysis (e.g. forceps, syringes, scalpels, scissors, swabs, pipettes, membranes, or other special items that may be required by a specific test, etc.) along with any manipulations performed by the analysts, will be controlled and tested throughout each analysis. Specifically, the following quality control tests will be performed for each method. Calibration Verification Calibration verification will be performed using check standards that are analyzed periodically in the analytical batch for quantitative analyses. These standards will be performed at the frequencies and will meet the DQOs listed in the method specific tables in Appendix A of the QAPP. Negative Controls Negative controls will be used to assess method selectivity by preparing a sample of a matrix similar to the batch of associated samples (when available) that is free from the analytes of interest and is processed simultaneously with and under the same conditions as samples through all steps of the analytical procedures (e.g., homogenization, subsampling, digestion, extraction, cleanup and analysis), and in which no target analytes or interferences are present at concentrations that impact the analytical results for sample analyses. The negative controls will be performed at the frequencies and will meet the DQOs listed in the method specific tables in Appendix A of the QAPP. Positive Controls In order to establish intra-laboratory or analyst specific precision and bias or to assess the performance of all or a portion of the measurement system, positive controls, in the form of a spiked sample for chemical analyses will be analyzed. These include laboratory control samples and matrix spike samples. The positive controls will be performed at the frequencies and will meet the DQOs listed in the method specific tables in Appendix A of the QAPP. Interference Checks Suitable identification tests will be able to discriminate between compounds of closely related structures that are likely to be present (e.g., cannabinoid profiles in the presence of terpenoids, flavonoids, and alkaloids). The discrimination of a procedure will be confirmed by obtaining positive results (perhaps by comparison with a known reference material) from samples containing the analyte, coupled with negative results from samples that do not contain the analyte. In addition, the identification test will be applied to materials structurally similar to or closely related to the analyte to confirm that a positive response is not obtained. The choice of such potentially interfering materials will be based on sound scientific judgement with a consideration of the interferences that could occur. For GC methods confirmation of result will be performed on a column of different polarity or an MS detector. When sample results are confirmed using two dissimilar columns or with two dissimilar detectors, the agreement between the quantitative results should be evaluated after the identification has been confirmed. Large differences in the numerical results from the two analyses may be indicative of positive interferences with the higher of the results, which could result from poor separation of target analytes, or the presence of a non-target compound. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 18 For ICP-MS methods interelement correction factors will be measured and updated at least semi- annually. Interelement and isobaric interferences will be monitored daily and collision cell or reaction cell technology will be used to suppress such interferences. Management Review Key personnel, including the designated laboratory Technical Director/QA Manager, operational and executive management for Mass Medi-Spa Nantucket facilities will review the laboratory quality management system (QMS) and technical operations at least annually. All Mass Medi-Spa employees will be trained in entering potential causes of nonconformance and these will be discussed at regular intervals and summarized at management review meetings. The effectiveness of the participation and documentation of nonconformances will be evaluated along with the effectiveness of the corrective actions that were implemented. Mass Medi-Spa, as part of the management review, will review the following: • The suitability of policies and procedures; • Reports from managerial and supervisory personnel; • The outcome of recent internal audits; • Prior, ongoing and aging corrective and preventive actions; • Effectiveness of previous corrective and preventive actions taken; • Changes in external and internal conditions relevant to the quality management system; • Assessments by external bodies; • The results of interlaboratory comparisons or proficiency tests; • Changes in the volume and type of the work; • Customer feedback; • Complaints; • Recommendations for improvement; and • Other relevant factors, such as QC activities, resources, and staff training. Findings from management reviews and the actions that arise will be recorded and Mass Medi-Spa management will verify that the actions are discharged within an appropriate and agreed upon timeline. If needed, a corrective or preventive action will be initiated for identified action items examined during the management review. Where necessary, the management team will obtain guidance on findings and corrective actions from its independent QA Contractor. Mass Medi-Spa Inc – Town of Nantucket Proposal, Section 17 19 References MDPH 2018, “Quality Assurance Program Plan for Analytical Testing Laboratories Performing Analyses of Finished Medical Marijuana Products and Marijuana-Infused Products in Massachusetts”, Version 5, 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, Massachusetts Department of Public Health, May 15, 2018 MDPH 2016. “Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana-Infused Products for Massachusetts Registered Medical Marijuana Dispensaries.” 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, Massachusetts Department of Public Health, February 5, 2016. MDPH. 2015. “Protocol for Sampling and Analysis of Environmental Media for Massachusetts Registered Medical Marijuana Dispensaries.” 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, Massachusetts Department of Public Health, May 7, 2015. United States Pharmacopeia. 2015. General Chapter <561> Articles of Botanical Origin. United States Pharmacopeia. 2015. General Chapter <621> Chromatography. United States Pharmacopeia. 2015. General Chapter <736> Mass Spectrometry United States Pharmacopeia. 2015. General Chapter <1225> Validation of Compendial Procedures. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 18. Design & Marketing Plan Proposed design and marketing options for facility, packaging and signage; Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 18 1 MMSI Marketing and Branding Overview Mass Medi-Spa Nantucket Medicinal & Retail Cannabis Establishment Marketing and Branding Overview Marketing and advertising requirements are very strict in the Massachusetts Adult Use rules. We will always make sure to comply with the Massachusetts requirements in section 500.105. Given these rules, we have designed our marketing plan and design to be simple, yet effective. You would not expect to see our name all around the island, but if customers are looking for us, they will know where to find us. We are limited on advertising we can do within the community, as we can only advertise in places which we can show at least 85% of the audience is reasonably expected to be 21 years of age or older. We also are limited from selling branded merchandise in the stores given the current rules. This makes marketing very challenging and keeps us from marketing all over the island. What you would expect to see from us is an on the ground approach to community networking. Our Community Impact Manager and Outreach person will reach out to various groups and doctors’ offices and provide educational sessions where we can educate people on the various uses of cannabis and how it might benefit them given their condition. Marketing Designs for Dispensary Interior The MMSI dispensary design presents a unique experiential design, blending nature and science in an immersive retail environment that is inspired by 19th Century laboratories, greenhouses and the study of botany. The MMSI dispensary will offer a selection of the best cannabis products, including flower, vape cartridges, edibles, concentrates and tinctures. A family of proprietary cannabis products are currently in development and will soon debut at the store. Offering a sensory experience from the moment a customer enters the dispensary, stepping into the dispensary will immerse visitors in an experience reminiscent of visiting the greenhouse laboratory of a botanist. The dispensary will encourage curiosity and bring customers closer to the plant and its healing properties, with design elements that include a lush botanical wall, weathered wood, bell jars for showcasing product, a “seed bar” - educational station and much more. We want customers to feel comfortable accessing treatment and gaining an understanding of the power and applications of cannabis by making the dispensary experience open, welcoming and informative. Additionally, in keeping with MMSI’s commitment to education and a customer experience unlike other cannabis retail stores, we look forward to offering a rich program of education and educational events. In keeping with MMSI’s commitment to education, exceptional service, and a customer experience unlike other cannabis retail stores, the dispensary will also offer a rich program of educational and entertaining events, such as cannabis 101, cooking with cannabis, Meet our head grower, and more. Our dispensary was designed as a way of life - a physical embodiment of curiosity, medicine, health, and nature, that centers around the power of the plant. It signifies a place with purpose, a place for discovery, and a place that our customers will love to return to. It is the antithesis of the typical cannabis retail store, which usually offers customers nothing more than a cluttered space that sells. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 18 2 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 18 3 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 18 4 Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 18 5 Products and Brands Through our relationship with SSBP we are able to license brands directly from them. This includes a more casual and wellness brand, “Prime” and a more medically focused brand and other brands including “Superflux” which is more of a super-premium brand. The benefits of working with SSBP gives us access to brands which are already proven and meet the needs of our specific market demands in Nantucket. None of our brands/products/or marketing will be geared towards children and depict pictures of marijuana or cartoons. Mass Medi-Spa, Inc. – Town of Nantucket Proposal, Section 18 6 Signage Our sign is still in the development stage as we want to make sure this complies with and follows all Commission regulations and Town of Nantucket rules for signage. The last thing we would want is to have a sign which is not connected with the Nantucket island and approved by the town. We will work directly with the town to ensure they are part of the design process. We will abide by all Massachusetts rules which strictly prohibit the installation of any neon signage or any illuminated external signage and the sign will not be illuminated beyond a period of 30 minutes before sundown until closing. Co-located Adult Use Marijuana Retail and Medical Marijuana Dispensary Request for Qualifications Mass Medi-Spa, Inc. – Town of Nantucket Proposal For Medicinal & Retail Cannabis Establishment 19. Willingness to Sign Draft HSA Demonstrated willingness to sign draft HCA with minimum terms as set forth in the form of the HCA attached to this RFQ. Steven L. Cohen Steven@cohenlegal.net C.Elizabeth Gibson Town Manager Town of Nantucket 16 Broad Street Nantucket MA 02554 BY HAND Dear Libby, n LAW PC December 24, 2018 Jennifer G. Cohen J ennifer@cohenlegal.net RFO for Cannabis Licenses Pursuant to Proposal Requirement 19 in the Request for Qualifications issued by the Town of Nantucket related to Cannabis licenses in Nantucket, Massachusetts, please be advised that my client, Mass Medi-Spa Inc., a Massachusetts non-profit corporation, has authorized me to confirm to the Town that MMSI is entirely willing and able to execute the Host Community Agreement substantially in the form and terms provided in the proposed draft HCA attached to the RFQ. MMSI does not object to any material terms therein. As an aside, as you will recall, MMSI already has another medical use HCA signed with the Town, which would be amended or terminated as part of this process, and MMSI has no concern with doing so consistent with the terms of the draft HCA attached to the RFQ. Best regards, Steven Cohen Counsel to MMSI P.O. Box 786 34 Main Street, 2nd Floor Nantucket, MA 02554 508.228.0337 OFFICE 508.228.0970 FAX cohenlegal.net