December 3, 2015

To: The Department of Public Health

Medical Marijuana Program

From:

Alternative Compassion Services, Inc

Application 1 I 1

To whom it may concern,

Please find the following updated Information requested:

DEC 0 4 2015

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#1. Attached - Letter of Good Standing from the Massachusetts Secretary of State.

#2. Attached - Updated Employment and Education Form for Stephen Werther, CEO, stating

the institution from which his high school diploma was attained.

#3. Attached -A Conflict of Interest Policy addressing Question C.13 of the Management and

Operations Profile.

#4. Attached-Resubmitted Question D.17 clarifying employment dates for Richard Radebach.

#5. Attached-Resubmitted Question 0.17 clarifying employment dates for Richard Radebach.

#6. Attached -Resubmitted Question 0.17 to include Stephen M. Werther, CEO, "For Profit"

work experience.

#7. Attached -Resubmitted Question 0.18 clarifying employment dates for Richard Radebach.

#8. Attached -Resubmitted Question 0.19 clarifying employment dates for Richard Radebach

#9. Attached - Resubmitted Question 0.19 clarifying employment dates for Richard Radebach

#10. Attached - Resubmitted Question E.27 regarding procedures for the transportation of

marijuana for medical use outside the RMD facility.

#11. Attached - Resubmitted Question E.28 clarifying compliance with 105 CMR 725(C)(4)

#12. Attached - Resubmitted Question E.32 clarifying compliance with regulations.

#13. Attached - Resubmitted Question E.36 clarifying compliance with the definition of Verified

Financial Hardship.

e with any questions.

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William Francis Galvin Seal!tary of the Conunonwealah

To Whom It May Concern :

Date: December 0 l, 2015

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

ALTERNATIVE COMPASSION SERVICES IN CORPORA TED

is a domestic corporation organized on May 14, 2013

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, 11 A, or 11 B; 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: 15126572320

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

>~~~ Secretary of the Commonwealth

Verify this Certificate at: http:l/corp.sec.state.ma.uslCorpWeb/CertificateslVerify.aspx

Processed by: Ktn

Allemativc Compassion Services, Inc

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

SECTION D. EMPLOYMENT AND EDUCATION FORM

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

Name

Residential Address

Title (at applicant non-profit corporation)

CEO & responsible for the RMD security plan and security operations

Name of Applicant Non-Profit Corporation

I Altomotive Comp.,•ion s.,,,;o.,, '"'

Highest Education Attained - Institution, Degree, and Year

Newton South High School Diploma 1976, Newton, Massachusetts

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

11(1'/i~:rJ Ahemativc CompD.Ssion Services, lnc I//

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

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

Em plover Title Time Period

ACS Project Management, LLC President I owner 2009 - present

FMC PM Vice President 2007-2009

ACS Voice & Data Systems President I Owner 1983 - 2004

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

12/02/2015

Date Signed

Management and Operations Profile - Employmc:nt and Education Form - Page 2

PURPOSES

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Alternative Compassion Services, Inc. CONFLICT OF INTEREST POLICY

FY2016

Anyone making decisions on behalf of Alternative Compassion Services, Inc. (ACS) should always act based on the best interests of ACS; and no individual associated with ACS should use his or her position for personal financial benefit. The conflict of interest policies are designed to help ensure that the interests of ACS remain a top priority for all with decision making responsibilities for ACS. The policy is intended to guide everyone at ACS in performing their duties with the highest ethical standards regarding conflict. It is a proactive and affirmative policy that creates transparency and opportunity to determine conflict and appropriate procedure.

DEFINITIONS

An Interested Person may be a director, officer, member of a committee or staff member of ACS. Some aspects of the conflict of interest policy may apply to consultants and these should be handled case-by-case in consulting contracts.

A potential conflict of interest exists whenever the professional or financial interest of an interested person is opposed to that of ACS, or when such an interest or any conflicting fiduciary duty might influence the interested person's actions and judgment on behalf of ACS. A potential conflict also exists when there is an appearance that an interested person's actions may be influenced by a competing interest or duty.

A conflict of interest exists whenever an interested person's competing interest or fiduciary duty ls substantial enough that the interested person cannot reasonably be expected to exercise independent judgment and take action in the best Interest of ACS. Conflicts of interest most frequently arise in (but are in no way limited to) the context of:

• Decisions about an interested person's compensation (as a contractor or employee); • Decisions about transactions with entities in which an interested person holds an

ownership or financially-based interest; • Decisions about transactions with an entity by which an interested person is employed.

Conflicts (or the appearance of conflicts) may also arise when ACS is contemplating a transaction with a close relative or domestic partner of an interested person, or any entity in which such a related person has an ownership interest or which employs such a person.

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Conflicts of interest should not be considered to arise when the potential benefit to the interested person is tenuous or remote, such as an interested person with investments in a mutual fund which holds a small amount of stock in a particular company also held by ACS. The fact that an interested person is also a director, officer, member or volunteer of a not-for·proflt organization that obtains or seeks funds from institutions or individuals from which ACS also obtains or seeks funds shall not by itself be deemed to be a conflict of interest.

PROCEDURE: BOARD

Annually, all directors will review a list provided by ACS staff of current vendors or major partners and declare any conflicts or potential conflicts. This will accompany the annual distribution of the conflict of interest policy. All covered Individuals shall sign an annual acknowledgment that they have received a copy of this policy, understand it, and agree to abide by its terms.

Whenever a director, officer, or committee member becomes aware of any additional potential conflicts of Interest, whether financial or otherwise, s/he shall make the situation known to the board and provide all factual material needed to understand the nature and scope of the conflict, including whether the interested person believes his or her ability to make an independent decision based solely on the best Interest of ACS has been compromised. If the interested person involved does not make this disclosure, another director or committee member with knowledge of the potential conflict should draw it to the body's attention. It Is the continuing responsibility of interested persons to scrutinize their activities to conform to the requirements of this policy. When In doubt about a potential conflict it will be expected that interested persons disclose the concern rather than remaining silent.

Either way the potential conflict is detected, the interested person with the potential conflict must retire from the meeting and not participate in final discussion and voting on the existence of the conflict. If a conflict is found to exist, the Interested person may be invited to provide any relevant information that could be of use to the board in making its decision, but shall again retire and not participate in the final discussion and voting regarding the transaction. The board or committee's decision shall be based on consideration of whether the transaction: a) is in ACS's best interest and for its own benefit; b) is fair and reasonable to ACS; c) is the most advantageous transaction or arrangement ACS can obtain with reasonable efforts under the circumstances.

PROCEDURE: STAFF

Annually, all staff members will review a list (provided by ACS staff} of current vendors and major partners and declare any conflicts or potential conflicts. This will accompany the annual distribution of the conflict of interest policy. All covered individuals shall sign an annual acknowledgment that they have received a copy of this policy, understand It, and agree to abide by its terms.

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Whenever a staff member becomes aware of any additional potential conflicts of Interest in an area where s/he exercises any discretion in carrying out her/his duties for ACS, s/he shall promptly disclose the potential conflict to an immediate supervisor. It is the continuing responsibility of interested persons to scrutinize their activities to conform to the requirements of this policy.

Either way that a potential conflict is detected, the supervisor shall gather pertinent information and report the potential conflict to the President, together with a recommendation for action. The President shall determine whether a conflict exists that requires recusal of the interested person from decision making or management. When a conflict is found to exist, the interested person shall provide the supervisor with all information s/he has relevant to any decision to be made in which s/he has an interest, and the final decision shall be made by the President based on a recommendation from the supervisor.

If the President has a potential conflict, s/he shall disclose it to the Board Chair or his or her designee who shall determine the existence of a conflict. At his or her discretion, the Chair may refer the matter to a Committee of the Board or the full Board.

COMPENSATION

Compensation shall not be paid to any individual who is a substantial contributor or a member of his/her family. In setting compensation for other directors, officers, or individuals who may exercise substantial influence over ACS, the board shall ensure that no individual who receives a substantial portion of his or her income directly or indirectly from ACS or a member of his/her family participates directly in such decisions. The basis of the compensation decision shall be documented and based on a determination that the amount paid is no more than reasonable in view of services rendered.

PROHIBITED ACTS

The following acts are considered to be conflicts of interest and not to be in the best interest of ACS.

loans: ACS shall not make any loan of money or property to or guarantee the obligation of any interested person. However interested persons may borrow from banks, insurance companies or other recognized institutions which also transact business with ACS. Under the Pension Protection Act, loans cannot be made to directors, officers, or people in a position to exercise substantial authority over ACS, people who have had this position or authority in the last five years, or members of their family.

Gifts, Gratuities, Travel and Entertainment: All interested persons under this policy are prohibited from personally seeking or accepting directly or indirectly gifts, favors, travel or entertainment

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that exceeds $50 in value in any given year (and no more than a total of $300 aggregated) from business entities and/or grantees covered by the conflict of interest policy.

Interested Persons may receive fair market value compensation from a related entity {grantees/vendors etc) so long as the services do not interfere with one's duties or obligations to ACS and the services are approved in advance by the President and/or Board Chair.

Reimbursement of travel expenses related to legitimate business for ACS or a related entity may be paid to Interested Persons who are not substantial contributors or members of their families. Note: In the future, IRS Regulations may relax this.

FAILURE TO ADHERE TO POLICY

Failure to conform one's conduct to the conditions of this policy may result in removal from Board or Staff or other actions deemed appropriate by ACS's Board of Directors and/or the President.

GUIDING VALUES

This conflict of interest policy is guided by ACS's commitment to equity and excellence in its vision.

This policy provides for a fair and orderly process for the disclosure and management of conflicts which may exist for each person entrusted with a key position of responsibility for ACS. This policy also assures that federal and state law provisions related to conflicts of interest are followed in order to safeguard independent judgment and action in business decisions.

Each person is also expected to avoid acting out of any actual or apparent conflict of interest which may conflict with ACS's best interests.

This conflict of interest policy helps to ensure that interested persons act in accordance with required fiduciary duty of loyalty and fidelity to ACS; and to preserve the moral and legal integrity of the decision-making process of ACS; and to prevent intentional or inadvertent participation in decision making when actual or apparent conflict of interest exists.

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I have received the above Conflict of Interest Policy of ACS and agree with the terms.

Signature Date

Print Name

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ACS Vendors and Family Organizations - Declaration of Relationships

Vendors Names 1No Actual Potential Relationship Relationship Conflict?

or Role

Actual conflict (to be completed with mutual consent of ACS)

Alternative Compassion Services Inc.

Application _1_ of_I __ Applicant Non-Profit Corporation---------------

SECTION D. EXPERIENCE

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

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

Richard W. Radebach has been CFO and COO of Greenleaf Compassionate Care Center, Inc. (FEIN: 45-1033911) since opening June 2010. As President of The Wellness Company in Providence, RI for 15 years, he brought a wealth of health care experience. Richard's responsibilities include(d): all phases ofGreenlears start-up operations, securing private investor funding and procuring I purchasing real estate. He executed the organization's Operations Plan approved by the Rhode Island Depanment of Health. He was responsible for recruitment. selection and training of managers and staff for retail and cultivation I production operations and development of educntionnl nnd informational materials for staff and current I future medical marijuana patients. Richard educated community and health care organizations on Rhode Island's medical mnrijuana legislation, answering questions and I or concerns. Richard secured a second cultivation I production site in Newport to support growth. As patient numbers continue to grow and the demand for non-flower products like edibles and concentrates increases, Richard is now able to anticipate and react to these market forces, with improved cash flow to meet new capital nnd variable expenses and the introduction of marketing strategies that direct new medical marijuana patients speci lically to Greenleaf. fn June, 20 I 5, Greenleaf successfully renewed its two year license with the Department of Health.

as no experience running a Non-Profit organization or business. His For Profit business

ACS Project Management, LLC - 2009 - Present: Owner - Responsibilities include new client development and project management of telephone systems, office relocation, space planning & design, office furniture, security systems (Intrusion, Access Control, Camera Systems (CCTV), and master key systems), audio-visual systems & low voltage wiring infrastructure. He is also responsible for all financial aspects.

FMC PM - 2007 - 2009. As V--sponsibility's included: Same as ACS PM but did not i~I responsibility.

ACS Voice & Data Systems I 983 - 200~unded and operated Alternative Communications Systems, Inc. (dba/ ACS Voice & Data). ACS V&D~any, engaged in the sales, installation and service of voice

systems for a wide variety of business and organizations. was responsible for the day-to-day operations which included sales management, company operations, customer

service, installation I service and end user trainin~anaged lhe ongoing financial health of the company and worked closely with the VP of Finance and the C~A. Slephen grew the business from I person in an apanment in 1983 to a peak of50 employees and S7M in sale- uccessfully sold the business in 2004.

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

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

Management and Opemtions Profile - Page JO

;1fi)1 c11-f7i:N I/! Alternative Compassion Services Inc.

Application _I_ of_l __ Applicant Non-Profit Corporation---------------

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

Richard W. Radebach has actively provided health care services to adults and children since 1989 as both a consultant and business owner. As related in Part 17 of this application, Richard has been CFO and COO of Greenleaf Compassionate Care Center in Portsmouth, Rhode Island since its opening in June 2010. His prior experience in health care is as follows:

Newport Hospital - Consultant ( 1989-2006) - When Federal OSHA Bloodbome Pathogens rules were introduced, Richard designed and managed a program for employers that allowed them to fulfill their obligation in providing Hepatitis B vaccinations to employees deemed "at risk" for exposure to blood and other bodily fluids. After a successful etTort with Rhode Island employers, he teamed-up with vaccine manufacturer SmithKline Beecham to create nnd deliver an in-school immunization program for thousands of New York City Public School employees. A similar long-running workplace program was developed for North Carolina state employees, and a statewide network of contracted healthcare providers was formed and engaged to provide vaccinations in each of that stnte's I 00 counties.

The Wellness Company (TWC)- Partner & President (2000-present)- Since 2001, TWC teamed with the Rhode Island Departmenl of Health to deliver the country's first and longest-running school-based immunization program Vaccinate Before You Gradua1e (VBYG). This effort evolved from a CDC pilot program, offering five different vaccines to high school seniors, to its current version that provides nine different vaccines in all public, private, special needs, and alternative high schools in the State. Richard created the vaccination protocols and teamed with Health's Immunization Branch personnel to educate principals and superintendents while securing their support for VBYG ..

In 2006, Richard introduced a new concept in mass flu immunization programs. He approached and convinced a number of pediatric practices in Rhode Island to endorse his "Community Flu Clinic" program that allowed entire families to receive their nu shot together. In 2009, TWC was awarded the National Influenza Vaccine Summit Immunization Excellence Award by the American Pharmacists Association.

In 2010, The Wellness Company was selected by the RI Department of Health to provide logistical support and vaccine storage/accountability for Health's HIN I mass vaccination of over 121,000 children within their individual schools

The Wellness Company continues to participate in wellness and immunization programs in both Rhode Island and Massachusetts, providing over 60,000 flu and other vaccinations to adults, children and infants each year in community, work site and school settings. They have also developed biometric screening and health education programs for employers as part of health insurer wellness packages.

ACS CE as no experience with providing health cnre services.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory he

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

Manngement nnd Operations Profile - Page 11

Alternative Compnssion Services Inc.

Application _l_ of_l __ Applicant Non-Profit Corporation---------------

I 9. Describe the experience, and length of experience, of the Corporation's Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer with providing services for marijuana for medical purposes.

Richnrd W. R.ndebach has been CFO and COO of Greenleaf Compassionate Care Center, Inc. (FEIN: 45-1033911) since June 2010. Greenleaf was registered with the RI Secretary of State on February 17, 2010. Richard Radebach became employed by Greenleaf in June of2010. Greenleaf was selected by the Rl Dept. of Health as a Compassionate Care Center on March ll, 201 I. Greenleafopened for business on June l, 2013.

Richard was involved in all phases ofGreenleafs start-up operations, beginning June 2012 when the Rhode Island General Assembly allowed the selected dispensaries to proceed. His initial efforts included securing private investor funding and procuring/purchasing real estate to house Greenleaf's operations. Along with Greenleafs CEO, Richard began to execute the organization's Operations Plan that had been approved by the Rhode Island Department of Health during the application phase. As the physical strucrure of Greenleafs Compassion Center progressed, he focused on recruitment, selection and training of managers and, subsequently, hourly staff in the retail and cultivationlproduction operalions. Given the uniqueness of this industry, considerable time was spent in developing educational and infonnationol materials for the staff as well as for the current/future medical marijuana patients within the State.

In the weeks leading up to Greenleafs final inspections by the Department of Health and police/fire officials, Richard spent time with many community and health care organizations in an effort to broaden their knowledge of Rhode Island's medical marijuana legislalion and to respond to their questions and/or concerns about the program.

Greenleaf became the State's second Compassion Center to open, and the patient population and activity quickly surpassed expectations. Richard immediately moved to secure a second round of investment capital, as he worked to increase the production and staffing levels, address new infrastructure demands, and expand the Center's hours of operation. In spite of these positive challenges, Greenleaf experienced no issues with regard to the security of patients/staff, the facility or records.

Year two saw additional growth in all aspects of the program and the need to expand the operation. Richard secured a secondary cultivation and production site in Newport to support the Portsmouth operation. As patient numbers continue to grow and the demand for non-flower products like edibles and concentrates increases, Richard is now able to anticipate and react to these market forces - in tenns of improved cash flow to meet new capital and variable expenses and the introduction of marketing strategies that direct new medical marijuana patients specifically to Greenleaf.

rn June, 2015, Greenleaf successfully renewed its two year license with the Department of Health

ACS CE as no experience with providing services for marijuana for medical purposes.

Information on this page has been reviewed by the app · indicated by the initials of the authorized signatory he

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

Management and Operations Profile - Page 12

Alternative Compassion Services Inc.

Application _I_ of_I __ Applicant Non-Profit Corporation--------------

27. Provide a summary of the RMD's operating procedures for the transportation of marijuana for medical use.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory he

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

Management and Operations Profile - Page 20

Alternative CompllSSion Services Inc. flrpf1c~ho~ I /1

Application _I_ of_I __ Applicant Non-Profit Corporation---------------

28. Provide a summary of the RMD's operating procedures for inventory management.

Information on this page has been reviewed by the app · indicated by the initials of the authorized signatory her

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

Mnnngement and Operations Profile - P;;ige 21

Alternative Compassion Services Inc.

Application _I_ of_! __ Applicant Non-Profit Corporation ______________ _

32. Provide a summary of the RM D's operating procedures for dispensing of marijuana for medical use.

Information on this page has been reviewed by the ap indicated by the initials of the authorized signatory he

ided by the applicant, is accurate and complete, as

Mnnngement nnd Operations Profile - Page 25

Allemnlive Compassion Services Inc.

Application _I_ of_! __ Applicant Non-Profit Corporation---------------

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

Based on the success of the "Greenleaf Gives" program that our CFO/COO has implemented al his RI dispensary for the past 2+, ACS will utilize a similar model that uses the income cutoff for Mass Health/Commonwealth Care eligibility, if an individual is a recipient ofMassHealth, or Supplemental Security Income, or the individual's income does not exceed 300% of the federal poverty level, adjusted for family size .. Patients providing required documentation will receive an ongoing I 0% discount for any medical marijuana product and/or accessory purchased. Military veterans will also receive this I 0% discount.

ACS has a non-profit mission to provide quality medical marijuana products at a fair price. This will be accomplished by offering its variety of flower strains at multiple price points. Through well-executed cultivation strategies and careful cost-con1rol measures in all aspects of the operation, ACS will open its doors in 2016 with a tiered pricing system that gives further opportunities for savings by those with limited spending. As ACS meets and sustains its financial expectations, further opportunities to discount medicine through specials and price reductions will improve every patient's purchasing power.

ACS believes that a "giveaway policy" for medicine that extends to a segment of the patient population is unfair and invites abuse of medical marijuana. It allows individuals to frequent multiple dispensaries each month and potentially accumulate significant am

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

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

Management and Operations Profile - Page 29