Theory Wellness, Inc - Siting Profile 2 - Mass.gov€¦ · Theory Wellness Inc. Siting...

Theory Wellness Inc. Siting Profile-Application 2 of 3

Theory Wellness, Inc. 38 Montvale Ave Suite 210 Stoneham, MA 02180

September 20lh, 2016

Eric J. Sheehan, J.D Interim Bureau Director Bureau of Health Care Safety and Quality Massachusetts Department of Pubic Health 99 Chauncy Street, 11 u. Floor, Boston, MA, 02111

Mr. Sheehan:

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Theory Wellness Inc. ("TWI") is pleased to submit the enclosed Siting Profile for our proposed dispensing only RMD located at 394 Stockbridge Road, Great Barrington MA 01230.

Please note the following:

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1. To fulfill our obligations under Section B: Supporting Documentation, 1WI has included a full copy of our executed lease for our proposed RMD located at 394 Stockbridge Road, Great Barrington MA, including all exhibits to the lease. In our opinion, Exhibit B of the lease contains confidential information that should be redacted in ordinance with M.G.L. chapter 4 § 7 (26), as Exhibit B contains a floor plan that if disclosed, could impact security measures.

2. To fulfill our obligations under Section B: Supporting Documentation, TWI has included a full copy of our executed lease for our proposed RMD located at l 050 Elm Street Bridgewater MA, including all exhibits to the lease. In our opinion, Exhibit D of the lease contains confidential information that should be redacted in ordinance with M.G.L. chapter 4 § 7 (26), as Exhibit D contains a floor plan that if disclosed, could impact security measures. TWI has also included amendments to this lease.

3. In respect to the financial projections in Section E: TWI's fiscal year, as per our bylaws, is July l through June 30. The financial projections included in Section E pertain to the following time periods which we have included in this letter to further clarify our response:

a First Full Fiscal Year Projections: July I, 2016 - June 30, 2017 b. Second Full Fiscal Year Projections: July 1, 2017 - June 30, 2018 c. Third Full Fiscal Year Projections: July 1, 2018 - June 30, 2019

Please do not hesitate to reach out with any questions.

President Theory Wellness, Inc.

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

Siting Profile -Appllcatfon 2 of 3 - Theory Wellness, Inc.

This application fonn 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 fonns. 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 Chauncy Street, I I111 Floor

Boston, MA 0211 I

Siting Proftle- Applkllllon 2 of 3 - Theory WeUness, Inc.

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

PROVISIONAL CERTIFICATE OF REGISTRATION

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

REGULATIONS

For complete information regarding registration of an RMD, please refer to 105 CMR 725.100.

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

PUBLIC RECORDS

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

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

Siting Profile - Page 2

Siting ProRlc - ,\ppllC11Clon 2 or 3 - Theory Wellness, Inc.

QUESTIONS

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

CHECKLIST

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

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

l!fEvidence of interest in property, by location (as outlined in Section B)

W! Letter(s) oflocal support or non-opposition (as outlined in Section C)



I.

2.

SECTION A: APPLICANT INFORMATION

Theory Wellness, Inc.

Legal name of Corporation

Name of Corporation's Chief Executive Officer 38 Montvale Ave.

3. Suite #210 Stoneham, MA 02180

Address of Corporation (Street, City/Town, Zip Code)

4.

Siting Profile - Application l of 3 - Theory Wellnes11, Int'.

Applicant point of contact (name of person Department of Public Health should contact regarding this application)

5. Applicant point of contact's telephone number

6. Applicant point of contact's e-mail address

7. Number of applications: How many Siting Profiles do you intend to submit? _3 _ _ _



Siting ProOlc - Application 2 or J - Theory Wellness. Inc.

SECTION B: PROPOSED LOCATION(S)

Provide the physical address of the proposed dispensaty site and the physical address of the addilonal location, if any, where marijuana/or 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 lo 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

394 Stockbridge Road Berkshire

1 Dispensing Great Barrington, MA 01230

1050 Elm Street Plymoulh

2 Cultivation Bridgewater, MA 02324

1050 Elm Street Plymouth

3 Processing Bridgewater, MA 02324

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

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


1. PARTIES

2. PREMISES

3. TERM

4. BASIC RENT

5. DEPOSIT

Lessee Initial

LEASE AGREEMENT

Theory Wellness, Inc. Siting Profile

Section B Attachment

1050 Elm Street Realty Trust ("LESSOR"), which expression shall include its heirs, successors, and assigns where the context so admits, does hereby lease to Theory Wellness, Inc. ("LESSEE"), which expression shall include its successors, executors, administrators, and assigns where the context so admits, and the LESSEE hereby leases the following described premises:

Production/ processing warehouse building, office/retail space, approximately 12,000 sq. ft. at 1050 Elm Street, Bridgewater, MA 02324, together with the right to use in common, with others entitled thereto, all means of access, necessary for use of leased premises. A description of Premises to be delivered to LESSEE by LESSOR is defined in Exhibit 1 below.

This lease shall commence upon the Delivery of the Premises and after LESSOR has passed all building inspections and completed all work described in Exhibit 1. The term of this lease shall be for Seven (7) Years commencing on the day of the Delivery of the Premises ("Commencement Date"}. Both parties agree to make commercially best efforts to have the Commencement Date occur on or before July 31 5

t, 2016; however, there is no penalty for LESSOR if Premises are not delivered on or before July 31 5

\ 2016. The lease term will include 3% per year increases triggered annually on the anniversary date of the first month and day of payment of the Basic Rent. The LESSEE has the option to extend this lease for an additional seven (7) years, with 3% per year increases in the Basic Rent. LESSEE must give LESSOR twelve (12) months notice prior to the end of this lease if exercising this option.

The LESSEE shall pay to the LESSOR Basic Rent at the rate of One Hundred and Twenty Thousand ($120,000.00) Dollars per year, payable in advance in monthly installments of $10,000.00 I month, with 3% per year increases based on prior year-s Basic Rent. LESSEE's obligation to begin payment of Basic Rent shall commence upon Delivery of the Premises in the condition specified in Exhibits 1,2, A, 8, C, D, E, and F.

Upon the execution of this lease, the LESSEE shall pay to the LESSOR the amount of $10,000.00, as a refundable Security Deposit. Upon the Delivery of the Premises, LESSEE shall pay to the LESSOR the amount of $21,940.52, which shall be acco nted for as $10,000.00 for the 151month's rent, $11,940.52 for th I st

6. UTILITIES

7. USE OF PREMISES

8. COMPLIANCE WITH LAWS

month's rent.


Section B Attachmenl

The LESSEE shall pay, as they become due, all bills for electricity, gas, water, sewer and other utilities (whether they are used for furnishing heat or other purposes) that are furnished to the leased premises, and all bills for fuel furnished to a separate propane tank servicing the leased premises exclusively. 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 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 written consent of the LESSOR, which shall not be unreasonably withheld. The LESSOR will be responsible to furnish and pay for a dumpster and a fenced dumpster site, however LESSEE will be responsible to pay all dumpster disposal costs after the Commencement Date.

The LESSEE shall use the leased premises only for the purpose of a State licensed, vertically integrated marijuana facility and all ancillary uses thereto. LESSEE and LESSOR agree, acknowledge and understand that the LESSEE intends to use the Leased Premises as permitted under Chapter 369 of the Acts of 2012, An Act for the Humanitarian Medical Use of Marijuana and as regulated pursuant to 105 CMR 725.100, and that LESSEE intends to use the Premises to acquire, cultivate, possess, process (including development of related products such as edible MIPs, tinctures, aerosols, oils, or ointments), transfer, transport, sell, distribute, dispense, or administer marijuana, products containing marijuana, related supplies, or educational materials, as now permitted by the laws of the Commonwealth of Massachusetts or as permitted by any applicable law in the future. Limited outside storage use shall be permitted.

The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises or use made thereof which will be improper, noisy or offensive, or contrary to any Commonwealth of Massachusetts law or municipal by~taw or ordinance in force in the city or town in which the premises are situated, notwithstanding LESSEE's intended use to operate a State licensed marijuana facility.

9. FIRE INSURANCE The LESSEE shall not permit any use of the leased premis which will make void any insurance on the property of which the ea ed

al

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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, and all other tenants, all extra insurance premiums caused by the LESSEE's use of the premises but LESSEE maintains the right to audit any premium increase and coordinate replacement insurance from another insurance company providing equal or greater coverage.

10. MAINTENANCE The LESSEE agrees to maintain the leased premises in good condition, with the exception of damages to the premise incurred by fire, natural disaster, or other casualty. The LESSEE shall not permit the leased premises to be over-loaded, damaged, stripped, or defaced. At LESSEE'S sole discretion, LESSEE shall be allowed to erect a sign on the Premises, provided that the sign does not violate any local or state laws. The LESSOR agrees to maintain the structure of the Premises and building, including but not limited to the roof, parking lot, foundation, sewer, electrical infrastructure, underground plumbing, and conduits, of which the leased premises are a part of, 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.

11. ALTERATIONS/ The LESSEE shall NOT make any structural alterations or additions ADDITIONS to the leased premises, but may make non-structural alterations

provided the LESSOR consents thereto in writing, which consent shall not be unreasonably withheld or delayed. LESSEE shall be permitted to make all necessary alterations to operate a marijuana production, treatment and retail facility. All such allowed alterations shall be at LESSEE's expense and shall be in quality at least equal to the construction of the Premises at the Lease Commencement date. 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 and shall cause any such lien to be released of record forthwith without cost to LESSOR. All alterations or improvements made by the LESSEE shall remain the property of the LESSEE and must be removed within sixty (60) days following the termination of occupancy as provided herein. Following the termination

Le

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12. ASSIGNMENT/


Section B Auachment

occupancy as provided herein, the Premises shall be restored at LESSEES sole cost and expense to replicate as commercially reasonable as possible the "Original State" as defined below.

SUBLETIING LESSEE may assign or sublet this Lease in whole or any part of the leased premises with prior written consent of LESSOR, which shall not be unreasonably withheld. LESSEE shall remain liable to LESSOR for the payment of all rent and for the full performance of the covenants and conditions of this lease.

13. SUBORDINATON This lease shall be subject 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, a lien or liens on the property of which the leased premises are a 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 such instruments in the nature of a mortgage. Notwithstanding the provisions of Section 13 above, the Lease shall be subject and subordinate so long as LESSOR obtains from its lender(s) a Subordination Non-Disturbance and Attomment Agreement ("SNDAj, within one hundred twenty (120) days of the Commencement Date in a standard form which specifically references that LESSOR intends to use the Leased Premises as permitted under Chapter 369 of the Acts of 2012, An Act for the Humanitarian Medical Use of Marijuana, and M.G.L. c. 111, s. 3, and as regulated pursuant to 105 CMR 725.100. Such SNDA shall be executed by LESSORS's lender(s), and LESSEE agrees to execute any such SNDA required by LESSOR in furtherance of the provisions hereof. LESSEE shall execute and deliver such further instrument or instruments subordinating this Lease to the lien of any such mortgage or deed of trust encumbrance or encumbrances as shall be desired by any mortgagee or party secured or proposed mortgagee or party proposed to be secured. Notwithstanding any of the foregoing provisions, the aforementioned subordination is expressly subject to an agreement by the secured party not to disturb this Lease or possession by LESSEE as long as LESSEE is not in default under the Lease, and any subordination agreement shall contain a non-disturbance agreement reasonably satisfactory to LESSEE. If LESSOR is unable to obtain said SNDA, LESSEE has the option to terminate the lease without penalty.

14. LESSOR'S

4

ACCESS

15. INDEMNIFICATION AND LIABILITY ACCESS

16. LESSEE'S LIABILITY INSURANCE

17. FIRE, CASUALTYEMINENT DOMAIN

ial



The LESSOR or agents of the LESSOR may NOT access or enter the Premises without twenty-four (24) hour notice to LESSEE. Any such access or entry shall adhere to Massachusetts law and regulation, and shall occur on an "escorted access only" basis, as set forth in 105 CMR 725.110(C)(4). LESSOR may remove placards and signs not approved and affixed as herein provided. LESSOR may show the leased premises to others with twenty-four (24) hour notice within three (3) months before the expiration of the term and may affix to any suitable part of the leased premises a notice for letting or selling the leased premises or property of which the leased premises are a part and keep the same so affixed without hindrance or molestation.

The LESSEE shall hold the LESSOR harmless from all loss and damage occasioned by the use or escape of water or by the bursting of pipes, as well as from any claim or damage resulting neglect in not removing snow and ice from the roof Of the building or from the sidewalks bordering upon the premises so leased or by any nuisance made or suffered on the leased premises, unless such loss is caused by the neglect of the LESSOR. The removal of snow and ice from the parking lot and sidewalks bordering upon the leased premises shall be LESSOR'S responsibility.

The LESSEE shall maintain, with respect to the leased premises and the property of which the leased premises are a part of, comprehensive general liability insurance in the amount of no less than $1,000,000.00 per occurrence and $2,000,000.00 in aggregate (annually), with property damage insurance in limits of $ 2,000,000.00, in responsible companies qualified to do business in Massachusetts and in good standing therein insuring the LESSOR as well as LESSEE against injury to persons or damage to property as provided. The LESSEE shall deposit with the LESSOR certificates for such insurance at or prior to the Commencement Date, and thereafter within thirty (30) days prior to the expiration of such policies. All such insurance certificates shall provide that such policies shall not be cancelled without at least ten (10) days prior written notice to each assured named therein.

Should more than sixty (60) percent of the leased Premises be 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 the intended use, the Basic Rent payable shall be abated from the date of the fire, casualty or taking through the earlier of the

Les

s

18. DEFAULT


Section B - Attachment

that the lease is terminated, or the date upon which the Premises is completely restored. 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 ninety (90) 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, or equipment.

In the event that:

(a) The LESSEE shall default in the payment of any installment of Basic Rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; or

(b) The LESSEE shall default in the observance or performance of any other of the LESSEE's covenants, agreements, or obligations hereunder and such default shall not be corrected within thirty (30) days after written notice thereof; or

(c) The LESSEE shall be declared bankrupt or insolvent according to raw, or, if any assignment shall be made of LESSEE's property for the benefit of creditors,

then the LESSOR shall have the right thereafter, while such default continues, to re-enter and take complete possession of the leased premises (with limitations and procedures pursuit to 105 CMR 725.000), 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. Any such access or entry shall adhere to the strictures of Massachusetts law and regulation, and shall occur on an "escorted access only" basis, as set forth in 105 CMR 725.110(C)(4). The LESSEE shall indemnify the LESSOR against all loss of Basic Rent and other payments that the LESSOR may incur by reason of such termination during the residue of the term. If the LESSEE shall default, after reasonable notice thereof, 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

Lesso Initial

6

19. NOTICE

20. SURRENDER



default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney's fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured with interest at the rate of 7.5 per cent per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent.

Any notice from the LESSOR to the LESSEE relating to the leased premises or to the occupancy thereof, shall be deemed duly served, if mailed to the LESSEE registered or certified mail, return receipt requested, postage prepaid, addressed to the LESSEE. Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof, shall be deemed duly served, if mailed to the LESSOR by registered or certified mail, return receipt requested, postage prepaid, addressed to the LESSOR at such address as the LESSOR may from time to time advise in writing. All rent notices shall be paid and sent to the LESSOR at 16 Industrial Way, Hanover MA 02339. All notices shall be sent to LESSEE at 38 Montvale Ave. Suite 210, Stoneham MA 02180.

In the event that LESSOR receives any notice from any agency or representative of any government threatening any action, civil or criminal, against LESSOR or the Premises as a result of LESSEE's use of the Premises, LESSOR shall forward such notice to LESSEE within two (2) business days. LESSEE shall respond to any such notice within ten (10) business days of receipt. and shall deliver to LESSOR copies of any such responses concurrently with LESSEE's delivery of said responses to the applicable government agency or representative. LESSEE shall have the right to defend against such actions in order to preserve its ability to continue its use of the Premises. LESSOR shall not have the right, based on receipt of such notice, to cancel or terminate the lease provided timely rental payments are received. LESSOR shall make reasonable efforts to assist LESSEE in complying with requests from relevant government entities at no cost to LESSOR.

The LESSEE shall at the expiration or other termination of this lease remove, at LESSEE's sole expense, all LESSEE's goods, directly or indirectly relating to cultivation and effects from the leased premises, (including, without hereby limiting the generality of the foregoing, all signs and lettering affixed or painted by th

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21. Early Termination

Lessee Initial



LESSEE, either inside or outside the leased premises). LESSEE shall deliver to the LESSOR the leased premises to the conditions in which the LESSOR delivered the Premises (see Exhibit 1 ), and all keys, locks thereto, and other fixtures connected therewith and all alterations and additions made to or 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 after sixty (60) days following the expiration or termination of this lease, LESSOR is hereby authorized, without liability to LESSEE for loss or damage thereto, and at the sole risk of LESSEE, to remove and store any of the property at LESSEE's expense, or to retain same under LESSOR's control or to sell at public or private sale, without notice any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property.

(1) Prior to the Commencement Date, in the event that any permits or licenses required to operate LESSEE's intended use are not granted, are revoked, or are rescinded, or if any change to State or local law occurs, or any other event occurs, which affects the ability of LESSEE to operate as a State licensed marijuana organization, LESSEE shall have the right, but not the obligation, to terminate the lease by providing thirty (30) days written notice to LESSOR. In this event, LESSEE shall forfeit the security deposit.

(2) On or after the Commencement Date, in the event that any permits or licenses required to operate LESSEE's intended use are not granted, are revoked, or are rescinded, or if any change to State or local law occurs, or any other event occurs, which affects the ability of LESSEE to operate as a State licensed marijuana organization, LESSEE shall have the right, but not the obligation, to terminate the lease by providing thirty (30) days written notice to LESSOR. In this event, LESSEE shall:

(A) Provide LESSOR with an early termination payment equaling six months rent at the then current rental rate;

(8) Return the premises to its uOriginal State" as defined below;

(C) Provide LESSOR with a Brokerage commission reimbursement based on the following schedule:

If Lease is terminated in Year 1: 6% Year 1 Rent+ 3% Years 2-7 Rent If Lease is terminated in Year 2: 3% Years 2- nt

8

21 . Delivery of Premises

Theory Wellness, Jnc. Siting Profile


If Lease is terminated in Year 3: 3% Years 3-7 Rent If Lease is terminated in Year 4: 3% Years 4-7 Rent If Lease is terminated in Year 5: 3% Years 5-7 Rent If Lease is terminated in Year 6: 3% Years 6-7 Rent If Lease is terminated in Year 7: 3% Year 7 Rent

The description of the delivery of premises as defined below in Exhibit 1, whether completed and paid for by the LESSOR or LESSEE ..

22. Original State The "Original State" of the Premises is defined in Exhibit 2 and may be further defined by mutual agreement of both parties.

23. RE Taxes

24. Quiet Enjoyment

25. Hazardous Materials

LESSOR shall be responsible for the timely payment of all real estate taxes assessed on the Premises during the lease term, and any subsequent lease terms.

Subject to the terms and provisions of this lease, on payment of the Basic Rent and observing and keeping and performing all of the terms and provisions of this lease on its part to be observed, kept and performed, LESSEE shall lawfully, peaceably and quietly have, hold, occupy, and enjoy the Premises without hindrance or ejection by any person claiming by, through or under the LESSOR.

LESSOR hereby warrants and represents that as of the Commencement Date the premises are free from hazardous substances or materials. In the event that any hazardous substances or materials are found on the premises that are determined to have pre-dated the Commencement Date, LESSOR shall be obligated, at its sole cost and expense, to remove said substances and materials from the premises and shall indemnify LESSEE for any and all demands and/or causes of action resulting from it. Such obligations shall include, but shall not be limited to, costs associated with the investigation of the premises, any expenses or payments to licensed site professionals, cost of demolition and disposal, and the like.

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IN WITNESS ~HEREOF, the said parties hereunto set their hands and seals this \ b + Day of March 2016 .

. ~ LESSEE: Theory Wellness. Inc.

38 Montvale Ave. Suite 210 Stoneham, MA 02180 Nicholas Friedman President 413-429-6472

LESSOR: 1050 Elm Street Realty Trust 16 Industrial Way Hanover, MA 02339 Peter Varrasso, Trustee 781-760-1912

_j)_ Lesso/ Initial

10

Exhibit 1 - Delivery of Premises

LESSOR will deliver Premises to LESSEE as specified below:



1. Premise will feature a steel framed and sided, fully insulated, code-compliant building with standing headroom no greater than the headroom drawn in Exhibit E, and positioned on the premises as drawn in Exhibit A (collectively the "buildingn). "Code-compliantn is defined as adhering to all building codes defined by all Bridgewater Town, Commonwealth of Massachusetts State, and federal building. These codes include but are not limited to fire safety, fire protection, mechanical, electrical and plumbing codes that apply to the premises as it is delivered to from the LESSOR to the LESSEE. The exterior color of building is to be light grey. The building will be sized for approximately 12,000 square feet of usable floor space.

2. LESSOR agrees to allow LESSEE to locate any dumpsters, HVAC equipment, backup generator equipment, or any other equipment used by LESSEE that is designed to be located on the exterior of the building (collectively "Exterior equipment") at any location on the back, south-west side of the building. LESSOR agrees to allow LESSEE to pour any concrete pads, bollards or install any fencing associated with Exterior equipment. Example approximate locations for Exterior equipment are drawn in Exhibit A, Exhibit B and Exhibit D. LESSEE agrees to provide LESSOR with a similar site plan as shown in Exhibit A describing the location of this Exterior equipment should LESSEE make any changes to the location of the Exterior equipment drawn in Exhibit A and Exhibit B or Exhibit D. LESSEE agrees to pay for the construction of concrete pads, bollards and fencing associated with any Exterior equipment. LESSOR agrees to help LESSEE to the best of LESSOR's ability to receive approval from the Town of Bridgewater to construct any concrete pads, bollards, fencing and locate any HVAC or place any Exterior equipment in the location described above.

3. LESSOR agrees to build any additional entrance awnings onto the building provided that LESSEE pays LESSOR for the cost and installation of the awnings. An anticipated location of LESSEE's required awnings are drawn in Exhibit D.

4. In addition to the road sign drawn in Exhibit A, LESSOR agrees to help LESSEE to the best of LESSOR's ability to receive approval from the Town of Bridgewater to permit an additional entrance sign featuring LESSEE's name and logo. LESSOR agrees to allow LESSEE to mount an additional sign featuring LESSEE's name and logo on the side of the building, provide that LESSEE pays for all costs associated with mounting and removing the sign upon termination of this lease agreement. All signage will be in compliance with 105 CMR 725.105(L).

Less

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Section 8 - Attachment

5. LESSOR agrees to allow LESSEE to perform exterior landscaping to the premise of the building provided that a description of any landscaping work is submitted in writing to LESSOR prior to commencement of work ("Landscaping proposain). If LESSOR determines that any Landscaping proposal will hinder LESSOR's ability to lease the property to other tenants in the future and LESSOR provides a written denial letter to LESSEE within 30 days of receiving LESSEE's Landscaping proposal, LESSEE may complete the landscaping work defined in the Landscaping proposal and this specific landscaping work defined in the Landscaping proposal denied by the LESSOR will not be considered a part of the Original State of the premises.

6. Building will include a 3-phase, 800-amp electrical service that includes any electrical disconnects, transformers, breaker panels and breakers that LESSOR's hired licensed electrician deems reusable for future tenants (collectively "Electrical service·). LESSOR agrees to locate the Electrical service at a location within the building to be determined by LESSEE. LESSOR will give LESSEE notice as to where LESSOR plans to locate the Electrical service. LESSEE agrees to pay for any incremental cost associated with locating the Electrical service at LESSEE's requested locations rather than LESSOR's intended location for the Electrical service within the building. LESSOR agrees that LESSOR's intended locations for the electrical service is within the building.

7. LESSOR will provide any mixed-use fire code-compliant wall partitions ("Demising walls") requested by LESSEE that are placed within the building and align with the walls drawn in Exhibit F. Demising walls are to be finished smooth with white paint. Should LESSEE opt to use an alternative paint product than LESSOR intends to use, LESSEE is responsible for all costs associated with the purchase and application of such a product.

8. LESSOR agrees to include exterior lighting as drawn in Exhibit A.

9. LESSOR agrees to provide a framed opening in the building for LESSEE to install one overhead door with dimensions to be determined by LESSEE located similarly to where one of the overhead doors drawn in Exhibit A and labeled "OHO" are located. Cost of "OHO" By LESSEE

1 O. LESSOR will provide a code-compliant sprinkler system fully protecting the building as it is drawn in Exhibit F. LESSOR agrees to provide LESSEE with specifications on the sprinkler system to be used before installation. Sprinkler system must have adequate pressure to allow LESSEE to drop sprinkler heads as needed by LESSEE. LESSOR agrees to make any additions to the sprinkler system should LESSEE pay for all expenses associated with additional sprinkler system work that is in addition to the sprinkler system work described abo .

12



11. LESSOR will provide and apply concrete floor sealer on all floors provided that LESSEE approves of the product that LESSOR intends to use. Should LESSEE opt to use an alternative sealer that LESSOR agrees will be an adequate product for LESSOR's future tenants, LESSOR agrees to substitute LESSEE's proposed product for LESSOR's intended product provided that LESSEE pays for any incremental cost and application of such a product should LESSEE's proposed product be more expensive for LESSOR to purchase and apply. LESSOR will not unreasonably withhold approval should LESSEE's product meet the same function as LESSOR's intended product. If LESSEE chooses a product for the floors that LESSOR does not approve of, LESSEE will be responsible for all costs associated with the purchase and application of such a product. LESSOR may also choose between any and all available paint colors that meet the needs of LESSEE. LESSEE agrees to present these color options to LESSOR prior to applying the product.

12. LESSOR will include exterior push bar security steel doors with interior deadbolts for all exterior doors LESSOR intends to install for future tenants. LESSOR agrees to be flexible whenever possible with the location of exterior doors if requested by LESSEE.

13. LESSOR will provide any bathrooms and floor drains that can be built at the locations drawn in Exhibit C. LESSOR will provide the building with sewage and town water at these locations. If no bathroom locations designed by LESSEE are built at the locations drawn in Exhibit C, LESSOR will provide town sewage and water plumbing for the building. LESSOR will include meters for all utilities.

14.LESSOR will provide paved and striped parking spots as drawn in Exhibit A and Exhibit 8. LESSOR agrees to modify the location of these parking spots on the back, Soulh·West side of the building should LESSEE submit an alternative parking plan to what is drawn in Exhibit A and Exhibit 8 prior to the date LESSOR permits and paints these parking spots.

15. LESSOR will provide the slab and foundation wall for the building. Before permitting and pouring slab and foundation, LESSOR agrees to add any additional floor drains, plumbing or piping and exterior doors that are requested in writing by LESSEE, provided that LESSEE pays for these additional expenses.

Lessee Initial

13

Exhibit 2-0rlginal State



The "Original State" of the Premises is defined as: the "Delivery of Premisesn as described in Exhibit 1, with the additional requirements set forth below:

1. Removal of any/all dumpsters, HVAC equipment, backup generator equipment, or any other equipment used by LESSEE that is designed to be located on the exterior of the building referenced in Exhibit 11 paragraph 2 above. By removing this equipment, LESSEE assumes full ownership of this equipment.

2. Removal of entrance awnings referenced in Exhibit 1, paragraph 3 above.

3. If LESSEE chooses to locate the Electrical service anywhere other than LESSOR'S intended location, as referenced in Exhibit 1, paragraph 6 above, LESSEE will move the Electrical service back to LESSOR'S intended location.

4. Removal of the overhead door (OHO) referenced in Exhibit 1, paragraph 9 above.

5. Removal of any additions made to the sprinkler system by LESSEE, as described above in Exhibit 1, paragraph 10.

6. LESSEE pays LESSOR any cost, should any occur, for town site plan approval to alter the building to LESSOR's original intended use.

14

Theory Wellness, Inc. Section B

Siting Profile-Application 2 of 3

AMENDMENT TO LEASE AGREEMENT

This is an amendment, dated April 21st. 2016, to a certain Lease Agreement dated March 161h, 2016 ("Lease") between 1050 Elm Street Realty Trust ("LESSOR") and Theory Wellness, Inc. ("LESSEE").

Whereas, the Lease provides that LESSOR lease to LESSEE, and that LESSEE leases from LESSOR, the Premises located at 1050 8m Street, Bridgewater MA 02324;and

Whereas, the LESSOR and LESSEE agree to amend the Lease as set forth below;

It is therefore agreed as follows:

1. Section 18 is hereby amended by inserting, after the last sentence, the following text:

"Furthermore, no right of entry, possession or sale, either set forth expressively in this Lease or arising as a matter of law, shall permit LESSOR or agents of the LESSOR to claim, control, possess, secure, sell, dispose, or handle in any way, any marijuana, marijuana plant, marijuana extract, marijuana infused product, marijuana waste, or any other marijuana product or marijuana by-product ("Regulated Assets"). LESSOR agrees and acknowledges that any such Regulated Asset located on the Premises shall be controlled in accordance with Ch. 369 of the Acts of 2012 and its implementing regulations, 105 CMR 725.000, et. Seq., and under the supervision of the Massachusetts Department of Public Health.

2. Section 20 is hereby amended by inserting, after the last sentence, the following text:

"Furthermore, no right of entry, possession or sale, either set forth expressively in this Lease or arising as a matter of law, shall permit LESSOR or agents of the LESSOR to claim, control, possess, secure, sell, dispose, or handle in any way, any marijuana, marijuana plant, marijuana extract, marijuana infused product, marijuana waste, or any other marijuana product or marijuana by-product ("Regulated Assets"). LESSOR agrees and acknowledges that any such Regulated Asset located on the Premises shall be controlled in accordance with Ch. 369 of the Acts of 2012 and its implementing regulations, 105 CMR 725.000, et. Seq., and under the supervision of the Massachusetts Department of Public Health.

Lessor: Lessee:

Theory Wellness, Inc. Section B

Siting Profile-Application 2 of 3

3. Section 26 is hereby added as a new section to the lease by inserting, after Section 25, the following text:

"26. Possession of Regulated Assets

LESSOR hereby warrants and represents that in no circumstance will LESSOR or agents of the LESSOR be permitted to claim, control, possess, secure, sell, dispose, or handle in any way, any marijuana, marijuana plant, marijuana extract, marijuana infused product, marijuana waste, or any other marijuana product or marijuana by-product ("Regulated Assets"). LESSOR agrees and acknowledges that any such Regulated Asset located on the Premises shall be controlled in accordance with Ch. 369 of the Acts of 2012 and its implementing regulations, 105 CMR 725.000, et Seq., and under the supervision of the Massachusetts Department of Public Health."

4. This amendment shall be effective on the date of its execution

5. All terms and conditions in the Lease not amended in this Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this 21st Day of April 2016.

LESSEE: Theory Wellness, Inc. 38 Montvale Ave.

Suite 210 ........ ,, .. :,

LESSOR: 1050 Elm Street Realty Trust 16 Industrial Way Hanover, MA 02339 Peter Varrasso, Trustee 781-760-1912

Lessee:W£

LEASE

Theory Wellness Inc Siting Proflle #213

Section B-Attachment

LEASE (this "Lease") dated~\:'\ 2016, between 394 STOCKBRIDGE ROAD, LLC, a Massachusetts limited liability company with a principal place of business in Great Barrington, Massachusetts ("Landlord"), and THEORY WELLNESS, INC., a Massachusetts not-for-profit corporation organized under Massachusetts General Laws Chapter 180, with a principal place of business in Stoneham, Massachusetts ("Tenant").

PRELIMINARY STATEMENT

Landlord has entered into a purchase and sale agreement for the purchase of a vacant lot at 394 Stockbridge Road, Great Barrington, Massachusetts (the "Land") and following the closing of such purchase, intends to construct on the Land an approximately 2,415 square foot building (the "Building"; the Land and the Building are collectively referred to as the "Premises").

Tenant desires to lease the Premises for the operation of a registered marijuana dispensary (''RMD") ("Tenant's Business"), as permitted under Chapter 369 of the Acts of2012, "An Act for the Humanitarian Medical Use of Marijuana" and as regulated pursuant to 105 CMR 725.000 et seq. (collectively, the "RMD Regulations"), on the terms on the terms and conditions set forth herein.

AGREEMENT

IT IS THEREFORE AGREED AS FOLLOWS:

1. LEASE OF THE PREMISES. Landlord shall lease to Tenant and Tenant shall lease from Landlord on the terms and conditions set forth herein for the Term specified in Section 5 and the Rental specified in Section 7, the Premises.

2. LANDLORD'S CONTINGENCIES/CONDITIONS PRECEDENT; LANDLORD' S RIGHT TO TERMINATE.

2.1 Landlord's Contingencies/Conditions Precedent. Landlord's obligation to lease the Premises to Tenant shall be subject to the following contingencies and conditions precedent (collectively, "Landlord's Contingencies"):

2.1 .1 Landlord shall have secured a commercial loan from a conventional lender, at prevailing rates and terms, in the amount of$555,000 or such greater amount as Landlord shall deem necessary to finance the purchase of the Land and the construction of the Building.

2.1.2 Landlord shall have closed on the purchase of the Land.

2.1.3 Landlord shall have secured from the appropriate Governmental Authorities (as defined in Section 4.1.3) all necessary permits, licenses and approvals, including,

KAR/13987-001100718851.11 I

Theory Wellness Inc Siting Profile #213


without limitation, wetlands approvals, zoning and site plan approvals, building permits, access to municipal water and sewer, and approvals for ingress and egress, for the construction of the Building.

2.2 Landlord's Right To Terminate. In the event that any or all of Landlord's Contingencies are not satisfied by December 9, 2016, Landlord shall have the right to terminate this Lease by giving notice to Tenant not later than December 9, 2016. Upon the giving of such notice, this Lease shall terminate, Landlord shall return the Security Deposit (defined in Section 8) to Tenant and neither party shall have any further obligations to the other hereunder.

3. TENANT'S RIGHT TO TERMINATE. In the event that Tenant shall not have obtained all registrations, permits and licenses required to operate the Premises as an RMD (collectively, the "RMD Permits") by November 18, 2016, Tenant, at its option, may terminate this Lease by giving notice ("Tenant's Termination Notice") to Landlord not later than November 18, 2016. Upon the giving of Tenant's Termination Notice, (a) Landlord shall deduct from the Security Deposit all out-of-pocket costs incurred by Landlord through the date of termination with respect to its anticipated purchase and development of the Premises (other than those for which Tenant has previously reimbursed Landlord) and this Lease ("Landlord's Out-ofPocket Costs") and return the balance to Tenant, and (b) this Lease shall terminate and neither party shall have any further obligations to the other hereunder. If Landlord's Out-of-Pocket Costs shall exceed the Security Deposit, Tenant shall pay Landlord the balance within seven days after Landlord shall give Tenant an invoice specifying the amount due.

4. DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated:

4.1.1 "Certificate of Occupancy" shall mean a customary form of permanent or temporary certificate of occupancy and all other necessary permits and authorizations issued by the appropriate Governmental Authorities permitting use of the Premises as an RMD as shown on the Plans and Specifications.

4.1.2 "Delivery Date" shall mean the date upon which all of the following shall have occurred and shall all then be subsisting:

4.1.2.1 Actual and exclusive physical possession of the Premises shall have been delivered to Tenant.

4.1.2.2 The Premises have been Substantially Completed, and Landlord shall have given a Substantial Completion Notice with respect to the Premises.

4.1.3 "Governmental Authorities" shall mean all state, local municipal or other government authority, agency or licensing authority of any kind having jurisdiction over the Premises or the operation of the Premises as an R.MD.

KAR/13987·001/007188Sl.11 2 '-

Theory Wellness Inc Siting Profile #2/3


4.1.4 "Lease Year" shall mean (a) the period of 12 consecutive months beginning on the Rent Commencement Date, if the Rent Commencement Date shall occur on the first day of a month, or if the Rent Commencement Date shall not be the first day of a month, the first day of the first month following the Rent Commencement Date and (b) each succeeding 12-month period.

4.1.5 "Legal Requirements" shall mean all laws, statutes, rules, regulations, ordinances and requirements of all Governmental Authorities, including all environmental regulations, health regulations, the RMD Regulations, building codes and zoning ordinances, requirements of building officials administering such codes and laws related to "architectural barriers" affecting the disabled, the statewide fire underwriters standards and requirements of all insurance rating bureaus and insurance inspection bureaus having jurisdiction over the Premises.

4.1.6 "Partial Lease Year" shall mean (a), if the Rent Commencement Date shall not occur on the first day of a month, the period from the Rent Commencement Date through the day before the first day of the first Lease Year, and (b), in the event of termination of this Lease on a date other than the last day of any Lease Year, the period from the Rent Commencement Date or anniversary of the Rent Commencement Date, as the case may be, through the date of termination. For any Partial Lease Year, Rental (as defined in Section 3) shall be prorated on a per diem basis using a 365-day year.

4.1.7 "Rent Commencement Date" shall mean the Delivery Date.

4.1.8 Substantially Completed" or "Substantial Completion" shall mean the completion of all of Landlord's Work so required hereunder.

4.1.9 "Substantial Completion Notice" shall mean notice provided by Landlord to Tenant upon Substantial Completion of the Premises.

5. TERM.

5.1 Initial Term. The initial term of this Lease (the "Initial Term") shall commence on the Rent Commencement Date and shall continue for ten Lease Years.

5.2 Additional Tenns. Upon notice to Landlord given at least 180 days prior to the expiration of the then current Term, Tenant shall have the right to extend this Lease for two additional tenns of five Lease Years each (each an "Additional Tenn" and collectively, the "Additional Terms"); provided, however, that in no event shall Tenant have a right to extend if Tenant shall (a) not then be in possession of, and operating Tenant's Business in, the Premises, or (b) then be in default of any of its obligations hereunder. As used herein, "Tenn" shall mean the Initial Term, and, if this Lease shall be extended, the Additional Term or Additional Terms.

5.3 Stipulation of Rent Commencement Date. Immediately upon commencement of the Tenn, the parties shall execute and deliver a written Stipulation of Rent Commencement Date in the fonn of Exhibit A attached hereto.

KAR/13987-001/007188!51.l I 3

\,.....

~-Y/

6. CONSTRUCTION OF THE PREMISES.



6.1 Landlord's Work. Landlord shall construct the Building in accordance with the plans and specifications (the "Plans and Specifications") attached hereto as Exhibit B ("Landlord's Work"). The budget (the "Budget") for Landlord's Work is attached hereto as Exhibit C. The Budget includes a contingency of $11,544.00 (the "Contingency Account") that shall be first used to cover any additional costs incurred by Landlord for unexpected site work at the Premises. If, after the site work is completed there shall be funds remaining in the Contingency Account, such funds shall be used to cover additional costs incurred by Landlord in connection with changes to Landlord's Work requested by Tenant and agreed upon by Landlord (a "Change Order"). After all of the funds in the Contingency Account shall be expended, any Change Order that shall result in an increase in the cost of Landlord's Work shall be paid in full by Tenant at the time of construction of the portion of the projected covered by the Change Order and not later than seven days after Landlord shall provide Tenant with an invoice for the amount due.

6.2 Completion Notice. Etc. Landlord shall give Tenant a Substantial Completion Notice when Landlord's Work shall be Substantially Completed. Landlord shall obtain or cause to be obtained, at Landlord's sole cost and expense, all building permits, licenses, and other governmental approvals that may be required in connection with the Landlord's Work. Tenant shall be responsible for obtaining, at Tenant's sole cost and expense, all permits, licenses and other governmental approvals that may be required in connection with Tenant's Work (defined in Section 6.3) as well as all necessary licenses, registrations and other approvals of the Massachusetts Department of Public Health and other Governmental Authorities that shall be required in connection with the Tenant's use of the Premises as an RMD and shall upon receipt provide Landlord with copies of all such permits licenses, registrations and approvals (collectively, "Approvals"). Landlord, without expense to itself, shall cooperate with Tenant in securing Approvals for Tenant's Work. Upon completion of Landlord's Work and Tenant's Work, Landlord shall responsible for obtaining a Certificate of Occupancy for the Premises. If the Certificate of Occupancy shall be issued with conditions that must be satisfied, Landlord, if such conditions relate to Landlord's Work, or Tenant, if such conditions relate to Tenant's Work, shall comply with such conditions by not later than the date specified in the Certificate of Occupancy.

6.3 Tenant's Work. Tenant shall contract with contractors reasonably acceptable to Landlord for the construction of Tenant's improvements described on Exhibit D attached hereto ("Tenant's Work''), such construction and installation to be completed in accordance with plans and specifications approved in advance by Landlord. The contractors and subcontractors performing Tenant's Worlc shall maintain such liability and other insurance as Landlord shall reasonably require, shall name Landlord, and if requested by Landlord, Landlord's mortgagee, as additional insureds on such policies as Landlord may require. Tenant's Work shall be done in a first class workmanlike manner without impairing the structural soundness of the Building or the operation of the Building's electrical, mechanical and life safety systems and in compliance with all Legal Requirements. Upon the request of Landlord made prior to the expiration of this

KAR/13987·0011007188Sl.l I 4 '.:;. --



Lease, or if this Lease shall be sooner terminated, upon such termination, Tenant shall remove those items of Tenant's Work and Tenant's Alterations (as defined in Section 12.1) so requested by Landlord (any of Tenant's Work or Tenant's Alterations that Landlord shall require Tenant to remove are referred to herein as "Landlord Required Removals").

6.4 Early Entry. Prior to the Delivery Date, at such times as shall be approved in advance by Landlord, Tenant and its agents shall have the right to enter the Premises to inspect the Premises, take measurements, perform Tenant's Work following the approval of such Tenant's Work by Landlord in accordance with Section 6.3, and install therein its furniture, fixtures, equipment, and other property; provided, however, that such entry and the performance of any work by Tenant shall not unreasonably interfere with or delay Landlord's Work. Such entry shall be pursuant to all of the terms of this Lease, except for the payment of Rental. Tenant shall coordinate with Landlord with respect to scheduling work in the Premises so as to avoid interference with Landlord's Work.

7. RENTAL. Tenant shall pay Landlord Rental as follows (as used herein, "Rental" shall mean Basic Rental and Additional Rental as defined in this Section 7):

7.1 Basic Rental. During the Term, commencing on the Rent Commencement Date, Tenant shall pay Landlord a fixed annual rental ("Basic Rental") that shall be payable in equal monthly installments in advance on the first day of each month as set forth below, except that Basic Rental for the last month of the Initial Term shall be paid on the Rent Commencement Date:

Period Annual Basic Monthly Installment Rental of Basic Rental

INITIAL TERM

First Partial Lease Year $64,601.28 $5.383.44 First Lease Year $64.601.28 $5,383.44 Second Lease Year $66.539.28 $5.544.94 Third Lease Year $68.535.48 $5,711.29 Fourth Lease Year $70,591.56 $5,882.63 Fifth Lease Year $72,709.32 $6,059.11 Sixth Lease Year $74,890.56 $6.240.88 Seventh Lease Year $77,137.32 $6,428.11 Eighth Lease Year $79,451.40 $6.620.95 Ninth Lease Year $81.834.96 $6,819.58 Tenth Lease Year $84.289.92 $7,024.16

FIRST ADDITIONAL TERM

Eleventh Lease Year $86,819.04 $7,234.92 Twelfth Lease Year $89,424.00 $7.452.00

KAR/13987-00l/007188Sl.t l 5 j~

.,

Thirteenth Lease Year Fourteenth Lease Year Fifteenth Lease Year

SECOND ADDITIONAL TERM

Sixteenth Lease Year Seventeenth Lease Year Ei i!hteenth Lease Year Nineteenth Lease Year Twentieth Lease Year

$92,106.96 $94,870.20 $97,716.36

$100,647.84 $103,667.28 $106, 777.32 $109,980.60 $113.280.00



$7,675.58 $7,905.85 $8,143.03

$8,387.32 $8,638.94 $8,898.11 $9,165.05 $9.440.00

7.2 Additional Rental. During the Tenn, Tenant shall pay Landlord each year as additional rental (the "Additional Rental"), the amounts specified in this Section 7.2, which shall be paid within 14 days after Landlord shall give Tenant an invoice specifying the Additional Rental due.

7.2.1 Real Estate Taxes.

7 .2.1.1 Payment of Taxes. Tenant shall pay to Landlord all real estate taxes (including, without limitation, fire district and similar taxes) and assessments and special assessments imposed upon the Premises by any Governmental Authorities (collectively, "Taxes"). If, at any time during the Tenn the methods of taxation prevailing on the date of this Lease shall be altered so that in lieu of, or as an addition to or as a substitute for, the whole or any part of the real estate truces and assessments and special assessments now imposed on real estate there shall be levied, assessed and imposed (a) a tax, assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or otherwise on the rent received therefrom or (b) any other such additional or substitute tax, assessment, levy, imposition or charge, then all such taxes, assessments, levies, impositions or charges or the part thereof so measured or based shall be deemed to be included within the term "Taxes" for the purposes hereof. If the holder of any mortgage on the Premises requires advance payment of the annual Taxes, Tenant shall pay each month to Landlord, to be held by Landlord as a trust fund and to be remitted monthly to the holder of the mortgage, a sum equal to one-twelfth of the Taxes for such year. If the amount of the Taxes for such year shall not yet be known, Tenant shall pay to Landlord each month an estimated payment equal to one-twelfth of the Taxes for the immediately preceding tax year until such time as the amount of the Taxes shall be known. At such time as the amount of the Taxes for the then current year are known, Landlord shall provide Tenant with notice of the new Taxes amount If the estimated payments then made to date by Tenant shall be less than the payments due based on the actual Taxes, Tenant shall pay Landlord the difference within 14 days after Landlord shall give notice of the new Taxes amount. If the estimated payments then made to date by Tenant shall be greater than the payments due based on the actual Taxes, Landlord shall credit such amount against the next monthly installment of Taxes due from Tenant.

KARJ13987-00l/007188Sl.ll 6



7 .2.1 .2 Proration of Taxes. Any Truces relating to a fiscal period of the taxing authority, a part of which period is included within the Term and a part of which is included in a period of time either before the commencement of or after the expiration of the Term (whether or not such Taxes shall be assessed, levied, confirmed, imposed or become a lien upon the Premises or shall become payable during the Term of this Lease) shall be adjusted between Landlord and Tenant as of the commencement and/or expiration of the Term as may be necessary so that Tenant shall in no event pay any portion of such Taxes allocable to the period of time either before the commencement of or after the expiration of the Term.

7.2.2 Water and Sewer Costs; Other Assessments. Tenant shall pay to Landlord the total water and sewer fees and costs incurred for the Premises during the Term and any other charges for municipal services assessed against the Premises during the Term.

7 .2.3 Insurance. Tenant shall pay Landlord the total amount of insurance premiums allocable to the Term for Landlord's Insurance (as defined in Section 10.2).

7 .3 Late Payment. In the event that Tenant shall be more than five days late in the payment of Rental, Tenant shall pay a late payment fee of $300. Tenant acknowledges that the late payment of Rental will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be difficult and impracticable to determine, and therefore, the late fee represents a fair and reasonable estimate of the costs that Landlord will incur due to the late payment of Rental by Tenant. In addition, if any payment of Rental or any other payment due from Tenant under this Lease shall be more than five days late, such late payment shall, commencing on the date that such payment was due, bear interest at the rate of 1 Y2% per month until paid in full.

8. SECURITY DEPOSIT. Simultaneously with the execution of this Lease, Tenant is depositing with Landlord the sum of$10,766.88, which shall be held by Landlord as a security deposit (the "Security Deposit") for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease. On each anniversary of the Rent Commencement Date, Tenant shall deposit with Landlord an additional sum, equal to the difference between (a) the amount of the Security Deposit then held by Landlord and (b) the amount equal to two times the monthly Basic Rental for the then current Lease Year, which sum shall be added to the Security Deposit. If Tenant shall default under any provision of this Lease including, without limitation, the payment of Rental or any other sums due hereunder, Landlord sha11 be entitled (but shall not be required) to use, apply or retain all or any part of the Security Deposit for the payment of any amount which Landlord may spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of the Security Deposit shall be so used or applied, Tenant shall, within ten days after written demand therefor, deposit with Landlord an amount sufficient to restore the Security Deposit to its original amount; Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Security Deposit separate from its general funds; and Tenant shall not be entitled to interest on the Security Deposit. If Tenant shall fully and faithfully perfonn every provision of this Lease, the Security Deposit or any baJance thereof shall be returned to Tenant (or, at Landlord1s option, to the last assignee of Tenant's interests

KAR/13987-001/00718851.11 7



hereunder) at the expiration of the Tenn and after Tenant shall have vacated the Premises, leaving the Premises in the condition required by Section 13.3.1. In the event of tennination of Landlord's interest in this Lease, Landlord shall transfer the Security Deposit to Landlord's successor in interest whereupon Landlord shall have no further liability for the return of the Security Deposit or the accounting therefor.

9. TENANT TAXES; UTILITIES: TRASH REMOVAL.

9.1 Personal Property Truces. During the Tenn, Tenant shall pay prior to delinquency all truces assessed against and levied upon the fixtures, furnishings, equipment and other personal property of Tenant contained in the Premises.

9.2 Utilities. During the Tenn, Tenant shall be solely responsible for and promptly pay directly to the utility provider all charges for utilities used on the Premises, including, without limitation, electricity, gas, telephone service, cable television and internet service.

9.3 Trash Removal. During the Term, Tenant, at its sole cost and expense, shall be responsible for arranging for dumpsters for the Premises and removal of all garbage and trash from the Premises to such dumpsters, Any garbage or trash stored within the Premises shall be stored in sealed containers in locations that shall not be visible to the public. Tenant shall empty such containers frequently and not allow its garbage and trash to accumulate within the Premises. Notwithstanding the foregoing, all waste (solid or liquid) containing marijuana or marijuana byproducts shall be disposed of in accordance with all applicable Legal Requirements.

10. INSURANCE: MUTUAL WAIVER OF SUBROGATION: RISK OF LOSS.

10.1 Tenant's Insurance. During the Term, Tenant shall, at Tenant's sole cost and expense, maintain with respect to the Premises and Tenant's personal property the following insurance ("Tenant's Insurance"):

10.1.1 Commercial general liability insurance with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate, annually, for bodily injury, death or property damage ("Tenant's Liability Insurance") which shall name Landlord, and, if requested by Landlord, Landlord's mortgagee, as additional insureds. If at any time during the Tenn (a) Landlord's insurance carrier shall notify Landlord that the then existing limits of Tenant's Liability Insurance shall be inadequate, or (b) there shall be a change in the Legal Requirements for Tenant's Business pursuant to which increased limits of liability insurance are required, Tenant shall increase such limits to such amounts as shall be reasonably requested by Landlord.

10.1.2 Product liability insurance coverage for no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, annually, or such greater limits as may be specified by the Legal Requirements for Tenant's Business from time to time.

KAR/13987-001/00718851.11 8



10.1.3 Fire and extended coverage insurance on Tenant's Work, Tenant's Alterations and Tenant's equipment, furniture, fixtures, inventory and other property kept on the Premises. Such insurance on Tenant's Work and Tenant's Alterations shall name Landlord and, if requested by Landlord, Landlord's mortgagee, as additional insureds.

10.1.4 Workers' compensation insurance in accordance with the requirements of the applicable laws of the Commonwealth of Massachusetts.

All of Tenant's Insurance shall be from insurance companies licensed to do business in the Commonwealth of Massachusetts. Prior to the Delivery Date and thereafter within 30 days prior to the expiration of the policies of Tenant's Insurance, (or such earlier date that Tenant shall enter the Premises pursuant to Section 6.4), Tenant shall provide Landlord with certificates or other evidence of Tenant's Insurance acceptable to Landlord. Each policy of Tenant's Insurance shall provide that it shall not be canceled or modified without 30 days' prior written notice to Landlord and, if named as an additional insured, Landlord's mortgagee. If Tenant shall at any time fail to maintain Tenant's Insurance as provided in this Section 10.1, Landlord shall be entitled to take all action necessary to maintain Tenant's Insurance and any money so expended by Landlord shall be repayable by Tenant on demand and shall be treated in the same manner as rent in arrears.

10.2 Landlord's Insurance. During the Term, Landlord shall maintain the following insurance coverage ("Landlord's Insurance"): (a) fire and extended coverage insurance on the Building in such amounts as Landlord shall deem appropriate, (b) comprehensive public liability insurance with a minimum combined single limit of$1,000,000 per occurrence for bodily injury, death or property damage, (c) rental loss insurance in such amounts as Landlord shall deem appropriate and (d) such additional insurance coverage as Landlord may deem appropriate from time to time.

10.3 Waiver of Subrogation. Neither party shall be liable to the other (or the other party's successors and assigns) for loss or damage caused by fire or other casualty. Each insurance policy carried by Landlord on the Premises and insurance policy carried by Tenant on its property shall contain a provision by which the insurance company shall waive all rights of subrogation against the other party for loss or damage to the insured property. In the event that a waiver of subrogation provision is obtainable by a party only upon payment of an additional premium or fee by the insured party, then the other party shall either reimburse the insured party for the cost of the additional premium or fee therefor, or the insured party shall be relieved of its obligation to obtain such a waiver of subrogation provision.

10.4 Tenant's Risk of Loss. All of Tenant's property of any kind that may be on or about the Premises shall be at the sole risk of Tenant, and Landlord shall not be liable to Tenant or any other persons for any injury, loss or damage to any persons or property on the Premises from causes other than Landlord's omission, fault, negligence or other misconduct. Landlord shall not be liable for any damage to persons or property by water, which may be sustained by

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reason of breakage, leakage, or obstruction of any pipes or other leakage in or about the Premises arising from causes other than Landlord's omission, fault, negligence or other misconduct.

10.5 Notice of Occurrence. Tenant shall give prompt notice to Landlord of (a) any occurrence in or about the Premises for which Landlord might be liable, (b) any fire or other casualty in the Premises, (c) any damage to or defect in the Premises, including the fixtures, equipment and appurtenances thereof, for the repair of which Landlord might be responsible, and ( d) any interruption, damage to or defect in any part or appurtenance of the Building's sanitary, electrical, heating, air conditioning or other systems located in or passing through the Premises or any part thereof.

11. ACCESS TO THE PREMISES. Landlord and its agents shall have the right to enter into and upon the Premises, or any part thereof, upon 24 hours' advance telephone notice to Tenant, for the purpose of (a) examining the same, (b) making repairs to the Premises, pursuant to Section 13.3.1, after Tenant's failure to do so, or (c) exhibiting the same to lenders, prospective lenders or prospective purchasers of the Premises. In addition, during the last 180 days of the Tenn, Landlord shall be entitled to (a) enter the Premises upon 24 hours' advance telephone notice to Tenant for the purpose of showing the Premises to a prospective lessee and (b) affix to the Premises a notice oft easing the Premises. Any such access or entry by Landlord shall be in accordance with the Legal Requirements for Tenant's Business and shall occur on an "escorted access only" basis as set forth in 105 CMR 725.11 O(C){4).

12. AL TERA TIO NS.

12.1 Landlord's Approval. Following the completion of Tenant's Work, Tenant shall make no alterations, additions or improvements (collectively, "Tenant's Alterations") to the Premises or any part thereof without the prior consent of Landlord. Landlord shall be entitled to impose as a condition to Landlord's consent such requirements as Landlord may deem necessary, in Landlord's sole discretion, including, without limitation, the procedures for Landlord's approval of plans and specifications, the manner in which the work shall be done, the contractor and subcontractors by whom the work shall be perfonned, the times during which the work shall be accomplished, the insurance to be maintained by Tenant and Tenant's contractor and subcontractors and Tenant's agreement to remove any Landlord Required Removals. Notwithstanding the foregoing, Tenant may, without the prior consent of Landlord, make alterations, additions or improvements to the interior Premises of a cosmetic nature (e.g. painting, wallpapering, carpeting) or that shall be related specifically to the Allowed Use (as defined in Section 13.1.), provided, however, that in no event shall (a) the cost of any such alterations, additions or improvements exceed $10,000 and (b) such alterations, additions or improvements be structural in nature, or involve work on the Premises' Mechanical Systems (as defined in Section 13 .3 .1 ).

12.2 Performance of Tenant's Alterations: Approvals. All of Tenant's Alterations shall be done in a first class workmanlike manner without impairing the structural soundness of the Building within which the Premises are located or the operation of such Building's electrical, mechanical and life safety systems and in compliance with all Legal Requirements. Tenant shall

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apply for and obtain, at its sole cost and expense, all Approvals necessary for the construction of Tenant's Alterations.

12.3 Ownership of Tenant's Work and Tenant's Alterations. Except for Landlord Required Removals, all of Tenant's Work and Tenant's Alterations shall, at the expiration or earlier tennination of this Lease, become the property of Landlord and remain upon and be surrendered with the Premises.

12.4 Tenant's Property. All of Tenant's movable trade fixtures, equipment, including security equipment, furniture and other property owned by Tenant and located at, on or in the Premises (collectively, "Tenant's Property") shall remain the property of Tenant and may be removed by Tenant upon the termination or earlier expiration of this Lease. If removal of any of Tenant's Property shall damage any part of the Premises, Tenant shall repair such damage at Tenant's expense.

12.5 Mechanics' Liens. If any mechanics' or materialmen's lien shall be filed against the Premises as a result of any work or act of Tenant, Tenant shall discharge the lien within 20 days after the filing of the lien. If Tenant shall fail to discharge the lien as required by this Section 12.5, Landlord shall be entitled to bond or pay the lien or claim for the account of Tenant, without inquiring into the validity thereof, and all costs incurred by Landlord to bond or pay to discharge the lien shall be paid by Tenant upon demand and shall be treated in the same manner as rent in arrears.

13. COMPLIANCE WITH LAW: USE OF PREMISES; MAINTENANCE: ETC. Tenant hereby covenants and agrees that:

13.1 Compliance with Law; Use of Premises. Tenant shall (a) maintain the Premises, at Tenant's own expense, in compliance with all Legal Requirements of all Governmental Authorities and (b) obtain and maintain, at Tenant's own expense, every permit, license, registration or certificate required for operation of the Premises by any Governmental Authority and provide Landlord with copies of the same. Tenant shall not, without the prior consent of Landlord, use the Premises for any use other than the operation of an RMD or any other marijuana business allowed under Massachusetts law and licensed by the Massachusetts Department of Health or any successor regulatory agency, which use may include the acquisition, possession, transfer, transportation, sale, distribution, dispensing or administration of marijuana, products containing marijuana, related supplies and educational materials (the "Allowed Use").

13.2 Environmental Matters. Without limiting any of the provisions of Section 13.1, Tenant shall (a) not "release" or cause any unlawful "threat of release" on the Premises of any "hazardous materials" or "oils", as such terms are defined in the Massachusetts Oil and Hazardous Material Release Prevention and Response Act, Chapter 21E of Massachusetts General Laws, as amended ("Chapter 2 lE") and (b) maintain and use the Premises, at Tenant's own expense, in accordance with all applicable Legal Requirements relating to the environment, including, without limitation, Chapter 21E, the Federal Resource Conservation and Recovery

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Act, the Massachusetts Hazardous Waste Management Act, the Federal Water Pollution Control Act, the Federal Clean Air Act and the Massachusetts Wetlands Protection Act.

13 .3 Maintenance and Repair.

13.3.1 Tenant's Obligations. Except as provided in Section 13.3.2.2, Tenant shall, at Tenant's own expense, (a) make all necessary interior repairs in and to the Premises, (b) make any and all replacements of plate, door, window and any other glass (with glass of the same kind and quality), whether interior or exterior, which shall become broken by any means whatsoever, (c), make any and all repairs to or replacements of the Mechanical Systems (as defined herein) servicing the Premises, (d), except for Landlord's Structural Repairs (as defined Section 13.3.2), make all other repairs, alterations and replacements to the Premises, including, without limitation, maintenance, repair and replacement of access roads, driveways, parking lots, loading areas, landscaped and planted areas, lighting fixtures and pedestrian sidewalks, that shall be necessary to keep the Premises in good repair and tenantable condition, reasonable and ordinary wear and tear and damage by fire and other casualty excepted, by(e) provide adequate policing, sanding, sweeping, cleaning and such other acts as may be necessary to keep the access roads, driveways, parking lots and sidewalks in a safe, clean and sanitary condition, (t) remove all snow, ice and other obstructions from the access roads, driveways, parking lots and sidewalks, {g) make all other repairs, alterations and modifications required Legal Requirements, (h) not use the plumbing facilities in the Premises for any purpose other than that for which they were constructed, nor dispose of any foreign substances therein, (i) keep the Premises free of any vermin, rodents, bugs and other pests, G) not place a load on any floor exceeding the floor load per square foot which such floor was designed to carry, (k) not permit, suffer or commit any waste of, or nuisance on, the Premises, (I) not permit any act or thing to be done on the Premises outside of the Allowed Use which may void any insurance carried by Landlord on the Building and (m), upon expiration of the Term or earlier termination of this Lease, vacate the Premises, remove all Tenant's goods and effects, and leave the Premises in good repair and tenantable condition, reasonable and ordinary wear and tear, and damage by fire and other casualty excepted. As used in this Section 13.3.1, the phrase "Mechanical Systems" shall mean the heating, ventilating and air conditioning systems and the plumbing, sprinkler, electrical and sewer systems. If Tenant shall fail to make repairs and replacements as required by this Section 13.3. l within ten days after Landlord shall give Tenant a notice demanding that such repairs and replacements be made, Landlord shall be entitled to make such repairs and replacements and all costs incurred by Landlord to make such repairs and replacements shall be paid by Tenant upon demand and shall be treated in the same manner as Rental in arrears.

13.3.2 Landlord's Obligations.

13.3.2.1 Structural Repairs. Landlord shall be responsible for making all repairs to and replacements of, the roof. foundation and exterior walls of the Building ("Landlord's Structural Repairs''). Landlord's Structural Repairs shall be at the sole cost and expense of Landlord, unless necessitated by the fault, negligence or other misconduct of Tenant or Tenant's contractors, agents, employees, customers or invitees, in which event Tenant shall be

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responsible for all costs of such Landlord's Structural Repairs, which costs shall be paid by Tenant upon demand and shall be treated in the same manner as Rental in arrears.

13.3.2.2 Warranty Period. For a period of one year following the Delivery Date (the "Warranty Period"), Landlord warrants to Tenant the good and sound condition of the Mechanical Systems, driveways, parking lot, loading areas and pedestrian sidewalks (collectively, the "Warrantied Components"), and Landlord, at its sole cost and expense, shall make all necessary repairs and replacements to the Warrantied Components required in order to remedy any defects in workmanship, equipment or material therein. Notwithstanding the foregoing, such warranty shall not include repairs and replacements occasioned by the fault, negligence or other misconduct of Tenant or Tenant's contractors, agents, employees, customers or invitees, and any such repairs or replacements shall be made by Landlord at the sole cost and expense of Tenant, which cost shall be paid by Tenant upon demand and shall be treated in the same manner as Rental in arrears.

13.4 Indemnification. Tenant shall indemnify and hold Landlord hannless from and against all costs, losses, damages, liabilities and expenses (including reasonable attorneys' fees), arising out of or based upon (a) the operation of the Premises, (b) damage to property or injury to persons occurring on or about the Premises, unless caused by Landlord's omission, fault, negligence or other misconduct, (c) the repair, alteration or maintenance of the Premises required to be perfonned by Tenant as provided in Section 13 .3 .1, ( d) failure to repair and maintain the Premises as required by Tenant as provided in Section 13.3.1, (e) any claimed or actual breach or violation of any of the provisions of Section 13.2 by Tenant or the employees, agents, contractors or invitees of Tenant, (t) any "release" or "threat of release" of "hazardous materials" or "oils" (as such tenns are defined in Chapter 21E) occurring on the Premises during the Tenn that shall be caused by Tenant or the employees, agents, contractors or invitees of Tenant, or (g) a breach or default by Tenant under any provision of this Lease (including, without limitation, any failure by Tenant to maintain Tenant's Insurance). If Landlord shall be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold Landlord harmless from same and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by Landlord in connection with such litigation. The provisions of this Section 13.4 shall survive the expiration or other tennination of the Tenn.

14. DESTRUCTION BY FIRE OR OTHER CASUALTY. In the event that:

(a) the Premises shall be damaged by fire or other casualty to the extent of 45% or more of the cost of replacement thereof;

(b) the Premises shall be damaged as the result of a risk that shall not be insured under Landlord's Insurance; or

(c) the Premises shall be damaged in whole or in part during the last year of the Tenn;

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Theoiy Wellness Inc Siting Profile #213


then, in any such event (referred to herein as "Substantial Damage"), Landlord shall have the right to tenninate this Lease by notice given to Tenant within 90 days after such Substantial Damage; and upon the date specified in such notice (which date shall not be less than 30 days after the giving of said notice), this Lease shall terminate, Tenant shall vacate and surrender the Premises to Landlord, and all insurance proceeds payable on the Building shall be applied first to refund to Tenant any Rental paid for any period subsequent to such Substantial Damage, and the balance of such proceeds shall belong to Landlord. If Landlord shall not so elect to terminate this Lease, then Landlord shall, promptly at its own expense, cause the Premises to be restored (exclusive of Tenant's Work and Tenant' s Alterations) as nearly as possible to the condition they were in prior to the Substantial Damage, and Tenant shall, promptly at its own expense, restore the remainder of the Premises (inclusive of Tenant's Work and Tenant's Alterations), as nearly as possible, to the condition they were in prior to the Substantial Damage. During the restoration period, Basic Rental shall be abated until such restoration shall be completed, provided that, after notice by Landlord that it shall have completed its restoration to the extent that Tenant may commence its restoration, Tenant shall commence such restoration and proceed with such work with reasonable diligence. If Landlord's restoration shall not be completed to a sufficient extent to enable Tenant to commence restoration of the remainder of the Premises within 180 days after such Substantial Damage, Tenant shall be entitled to terminate this Lease on notice to Landlord. In the event that the Premises shall be damaged but not to the extent of Substantial Damage, (1) Landlord shall, promptly at its own expense, take all steps necessary to restore the Premises (exclusive of Tenant's Work and Tenant's Alterations) as nearly as possible to the condition they were in prior to the damage, (2) Tenant shall, promptly at its own expense, take all steps to restore the remainder of the Premises (inclusive of Tenant's Work and Tenant's Alterations) as nearly as possible to the condition they were in prior to the damage, and (3), provided that Tenant shall be proceeding with restoration of the remainder of the Premises with reasonable diligence, there shall be a reduction of Basic Rental to the extent the Premises are not restored for the period for which they remain unrestored. Such reduction shall be in an amount determined by dividing the then Basic Rental by the number of square feet in the Premises and multiplying the quotient by the number of square feet in the unrestore.d portion of the Premises. In the case of Substantial Damage or any other damage to the Premises, Landlord's obligation to repair or restore the Premises shall be limited to the insurance proceeds received by Landlord therefor. Furthermore, no right of entry, possession or sale, either set forth expressly in this Lease or arising as a matter of law, shall permit Landlord or its agents to claim, control, possess, secure, sell, dispose of or handle in any manner any marijuana, marijuana waste or any other marijuana product or marijuana by-product (collectively, "Regulated Assets") located on the Premises. Landlord acknowledges and agrees that any Regulated Assets located on the Premises shall be controlled in accordance with Chapter 369 of the Acts of2012, "An Act for the Humanitarian Medical Use of Marijuana", and its implementing regulations, 105 CMR 725.000 et seq., and under the supervision of the Massachusetts Department of Health.

15. EMINENTDOMAIN.

15.1 Total Condemnation. If the whole of the Premises or a portion thereof shall be taken by any public or quasi-public authority under any statute or by right of eminent domain or by private purchase, in lieu thereof, rendering the Premises unsuitable for Tenant's continued

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occupancy for the purposes and uses for which the Premises are leased, this Lease shall terminate as of the date that Tenant shall be dispossessed from the Premises, or any portion thereof.

15.2 Partial Condemnation. If any portion of the Premises shall be so taken and the remaining part thereof shall be reasonably suitable for Tenant's continued occupancy for the purposes and uses for which the Premises are leased, this Lease shall terminate, as to the part so taken, as of the date that Tenant shall be dispossessed from such part and the Basic Rental shall be reduced in the same proportion that the floor area, if any, of the portion of the Premises so taken (less any additions made thereto by reason of any reconstruction) bears to the original floor area of the Premises. Landlord shall, at its own cost and expense, make all necessary repairs or alterations so as to make the remaining portion of the Building a complete architectural unit. Landlord shall not be required to spend for such repairs or alterations any amount in excess of the amount received by Landlord as damages for the taking of such part of the Premises. There shall be no abatement of Rental during such restoration except to the extent otherwise provided in this Section 15.

15.3 Disposition of Proceeds. Aii damages awarded for such taking under the power of eminent domain whether for the whole or a portion of the Premises shall belong to and be the property of Landlord without any participation by Tenant, whether such damages shall be awarded as compensation for diminution in value of the leasehold or to the fee of the Premises, and Tenant hereby expressly waives and relinquishes all claims to such award or compensation or any part thereof and of the right to participate in any such condemnation proceedings against the owners of any interest in the Premises; provided, however, that Tenant shall have the right to claim and recover directly from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant, in Tenant's own right, on account of any cost or loss incurred by Tenant for Tenant's Work and Tenant's Alterations or in removing Tenant's furniture, fixtures, leasehold improvements and equipment; provided, further, that no such claim made by Tenant under this Section 15 shall diminish or otherwise adversely affect Landlord's award.

16. ASSIGNMENT: SUBLETTING. Tenant shall not, without the prior consent of Landlord, assign, sell, mortgage, pledge, or in any manner transfer this Lease or its interest therein, or sublet the Premises or any part or parts thereof or permit occupancy by anyone through or under Tenant. No such assignment or subletting permitted by Landlord shall impair the privity of contract between Landlord and Tenant, and Tenant shall continue to remain liable under this Lease. No consent to any assignment or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain Landlord's approval in the case of any other assignment or subletting. The acceptance by Landlord of any payment due hereunder from anyone other than Tenant or any reference in this Lease to any subtenant shall not be construed as consent by Landlord to any assignment or subletting by Tenant nor grant to Tenant the right to permit anyone to occupy any portion of the Premises except as otherwise expressly provided in this Lease. As used in this Lease, the term ''assignment" shall include the following: (a) the dissolution, merger, consolidation or other reorganization of Tenant, (b) the sale or other transfer of 50% or more of Tenant's membership interests (whether such sale or transfer shall occur at one time or at intervals so that, in the aggregate, over the term of this Lease, such transfer shall

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have occurred) or (c) the sale or other transfer of 50% or more of Tenant's assets (exclusive of sales of inventory in the ordinary course of business). If Tenant desires to assign this Lease or sublet all or a portion of the Premises (each a "Transfer''), Tenant shall request Landlord's consent to the Transfer at least 90 days prior to the proposed effective date of the Transfer, which request shall include (a) the full particulars of the proposed Transfer, including its nature, effective date, terms and conditions and copies of any documents pertaining to the proposed Transfer; (b) a description of the identity, net worth and previous business experience of the proposed transferee (the "Transferee"), including, without limitation, copies of the proposed Transferee's latest financial statements (including income statement and balance sheet), and (c) any further information relevant to the proposed Transfer that may be requested by Landlord. Any costs and expenses, including reasonable attorneys' fees, incurred by Landlord in connection with any proposed Transfer shall be paid by Tenant as additional rent Landlord, in making a decision as to whether to permit Tenant to assign this Lease or sublet the Premises, shall act in a commercially reasonable manner.

17. ATTORNMENT; SUBORDINATION; REMEDIES.

1 7 .1 Attornment. In the event of (a) a sale, transfer or assignment of Landi ord's interest in the Premises, or (b) any proceedings are brought for the foreclosure of, or for the exercise of any power of sale under, any mortgage made by Landlord covering the Premises or any part thereof, Tenant agrees to attorn to and to recognize such transferee, purchaser or mortgagee as Landlord under this Lease.

17.2 Subordination. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages which may now or hereafter affect the Premises and to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages. This section shall be self-operative and no further instrument of subordination shall be required. In confinnation of such subordination, Tenant shall promptly execute, acknowledge and deliver, within 30 days after Landlord's request therefor, any instrument that Landlord, or any mortgagee of Landlord or any of their respective successors in interest may reasonably request to evidence such subordination. Any mortgage to which this Lease shall be, at the time referred to, subject and subordinate is herein called "Superior Mortgage" and the holder of a Superior Mortgage is herein called "Superior Mortgagee". Landlord shall, in connection with obtaining initial financing for the purchase of the Land and construction of the Building, and any voluntary refinance thereof, deliver to Tenant a subordination, non-disturbance and attornment agreement, in the lender's standard fonn, that shall specifically reference that Tenant intends to use the Premises as an RMD under the RMD Regulations.

17.3 Estoppel Certificate. Tenant agrees that, from time to time, upon not less than ten days' prior request by Landlord, Tenant (or any permitted assignee, subtenant, licensee, concessionaire or other occupant of the Premises claiming by, through or under Tenant) shall deliver to Landlord a statement in writing signed by Tenant certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease as modified is in full force and effect and identifying the modifications); (b) the date upon which

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Tenant began paying Rental and the dates to which the Rental and other charges have been paid; (c) that Landlord is not in default under any provision of this Lease, or, if in default, the nature thereof in detail; (d) that (if applicable) the Premises have been completed in accordance with the terms hereof and Tenant is in occupancy and paying Rental on a current basis with no offsets or claims; (e) that there has been no prepayment of Rental other than that provided for in this Lease; (t) that there are no actions, whether voluntary or otherwise, pending against Tenant under the bankruptcy laws of the United States or any state thereof; and (g) such other matters as may be required by Landlord.

17.4 Remedies. If Tenant shall fail or refuse to execute any of the above instruments within the period specified in this Section 17, Landlord is hereby appointed, effective upon such failure or refusal, as Tenant's attorney-in-fact to execute such instruments in the name of Tenant and as the free act and deed of Tenant. The foregoing appointment is coupled with an interest and is irrevocable.

18. HOLDOVER If Tenant shall remain in possession of the Premises after the expiration of the Term, such holding over shall be deemed to have created and construed to be a tenancy from month to month on the terms and conditions set forth in this Lease, except that, during any period of such holdover, Tenant shall be obligated to pay 200% of the Basic Rental in effect on the date of expiration (prorated for the holdover period), Additional Rental and all other charges specified herein.

19. DEFAULT; REMEDIES.

19.1 Definition. For purposes of this Section 19.1, a "Default" shall mean:

(a) default in the payment of Rental or other costs to be paid by Tenant, if such default shall continue for seven days following notice (a "Default Notice") thereof from Landlord to Tenant;

(b) receipt by Landlord or Tenant of notice from the Massachusetts Department of Environmental Protection or other governmental authority claiming any violation of Chapter 21E or any similar law dealing with hazardous materials or oils that shall be attributable to Tenant's activities on the Premises or any liability shall be incurred by Landlord or Tenant to the Commonwealth of Massachusetts under Chapter 21E that shall be attributable to Tenant's activities on the Premises;

( c) any other default by Tenant under this Lease if such default shall continue for a period of 15 days after Default Notice from Landlord to Tenant; provided, however, if Tenant could not with reasonable diligence cure such default within said 15-day period but shall have commenced in good faith curing such default within such 15-day period, and proceeded with reasonable diligence, Tenant shall have a reasonable time to cure such default, not to exceed 45 days after the Default Notice~ or

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(d) the giving by Landlord of three Default Notices in any 12-month period, regardless of whether the defaults shall have been cured.

19.2 Remedies. In the event {A) of any Default under this Lease, (B) the estate hereby created in Tenant shall be taken by process oflaw, (C} Tenant shall file a voluntary petition in bankruptcy, (D) any involuntary petition initiating a bankruptcy proceeding shall be filed against Tenant and shall not be dismissed within 60 days, (E) Tenant shall make an assignment for the benefit of creditors or take the benefit of any insolvency law, or (F) a receiver shall be appointed for Tenant, then Landlord shall have all of the following rights:

(i) Subject to the provisions of Chapter 369 of the Acts of 2012, "An Act for the Humanitarian MedicaJ Use of Marijuana", and its implementing regulations, 105 CMR 725.000 et seq., and other applicable Legal Requirements, to re-enter and remove all persons and property from the Premises, and store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without notice or resort to legal process and without being deemed guilty of any manner of trespass or being liable for any loss or damage which may be occasioned thereby. No right of entry, possession or sale, either set forth expressly in this Lease or arising as a matter of law, shall permit Landlord or its agents to claim, control, possess, secure, sell, dispose of or handle in any manner the Regulated Assets located on the Premises. Landlord acknowledges and agrees that any Regulated Assets located on the Premises shall be controlled in accordance with Chapter 369 of the Acts of 2012, "An Act for the Humanitarian Medical Use of Marijuana", and its implementing regulations, 105 CMR. 725.000 et seq., and under the supervision of the Massachusetts Department of Health.

(ii) At Landlord's option if the Default shall be as a result of Tenant's (a} failure to pay Rental or other costs to be paid by Tenant under this Lease or (b) assignment of this Lease or subletting of the Premises without Landlord's prior consent, to elect to declare the entire Rental for the balance of the Term or any part thereof due and payable forthwith.

(iii) To collect or bring an action for the whole Rental or such part thereof as aforesaid, as being rent in arrears or file proofs of claim in any bankruptcy or insolvency proceedings for such Rental, or institute any other proceedings to enforce payment thereof.

(iv) To re-enter and repossess the Premises or any part thereof. No right of entry, possession or sale, either set forth expressly in this Lease or arising as a matter oflaw, shall permit Landlord or its agents to claim, control, possess, secure, sell, dispose of or handle in any manner the Regulated Assets located on the Premises. Landlord acknowledges and agrees that any Regulated Assets located on the Premises shall be controlled in accordance with Chapter 369 of the Acts of 2012, "An Act for the Humanitarian Medical Use of Marijuana", and its implementing regulations, 105 CMR 725.000 et seq., and under the supervision of the Massachusetts Department of Health. In such event, Landlord shall use commercially reasonable efforts to relet the Premises at a commercially reasonable market rate. Tenant may assist Landlord in re-letting the Premises. Any such re-letting shall be upon such tenns and to such persons, firms or corporations and for such period or periods as Landlord, in its sole discretion, shall determine, including a term beyond the termination of this Lease, and Landlord shall not be

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required to accept any tenant offered by Tenant or observe any instructions given by Tenant about such reletting. The cost of any reasonable brokerage and legal fees expended by Landlord in connection with a reletting shall be charged to and be payable by Tenant as additional rent hereunder, and any sums collected by Landlord from any new tenant shall be credited against the balance of the Rental due hereunder as aforesaid.

(v) To give Tenant notice that this Lease shall cease and expire and become absolutely void on the date specified in such notice, which shall not be less than five days after Tenant's receipt of such notice, and thereupon this Lease shall terminate with the same force and effect (except as to Tenant's liability) as if the date fixed in such notice were the date herein specified for the expiration of the Term.

20. SIGNS. Tenant shall not place any signs on the exterior of the Premises (including the exterior of the Building) without Landlord's prior consent, which consent shall not be unreasonably withheld. Any such signs approved by Landlord shall be (a) in conformance with all Legal Requirements of applicable Governmental Authorities, (b) of a type, size, quality and style approved by Landlord and (c) located and maintained as determined by Landlord. All such signs shall be removed by Tenant upon the expiration or earlier termination of this Lease. If removal of any such signs shall damage any part of the Premises, Tenant shall repair such damage at Tenant's expense.

21. NON-WAIVER The failure on the part of Landlord to act upon a breach of any of the covenants or agreements in this Lease shall in no way constitute a waiver of the rights of Landlord to act upon such breach at any time, in the future or to act upon any other or future breach of Tenant. Any and all rights and remedies created for Landlord herein shall be cumulative and the use of one remedy shall not be taken to exclude the right to use any other.

22. SEVERABILITY. If any provision of this Lease shall be deemed invalid or unenforceable, the balance of this Lease shall remain in effect, and if any provision shall be deemed inapplicable to any person or circumstances, it shall nevertheless be construed to apply to all other persons and circumstances.

23. LANDLORD AND TENANT RELATIONSHIP. Landlord shall never be treated as a partner or associate of Tenant in the conduct of Tenant's business, nor shall Landlord be liable for any debts incurred by Tenant in the conduct of Tenant's business or otherwise; it is understood that the relationship is and at all times shall remain that of Landlord and Tenant.

24. INTEGRATION: MODIFICATION. This Lease contains a complete statement of all representations, warranties, covenants and agreements by and between the parties with respect to the Premises and cannot be modified except by written agreement signed by both Landlord and Tenant.

25. SUCCESSORS. This Lease shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors, legal representatives and assigns, but shall not be assignable by Tenant except as provided in Section 16.

KAR/13987-001/00718851.11 19



26. GOVERNING LAW: EFFECT. This Lease shall be governed by and construed in accordance with the substantive law of the Commonwealth of Massachusetts, without giving effect to the conflicts or choice of law provisions of Massachusetts or any other jurisdiction. and shall have the effect of a sealed instrument.

27. RECORDING. Tenant shall not record this Lease. The parties shall, at the request of either, enter into a short form notice oflease, in recordable form, containing the data set forth in Chapter 183, Section 4 of the General Laws of Massachusetts.

28. NOTICE. Except as otherwise specifically provided in this Lease, any notice, approval, invoice, consent or other communication under this Lease shall be in writing and shall be considered given when (I) delivered personally, or (2) mailed by certified mail, return receipt requested, {3) transmitted by overnight mail or nationally-recognized courier service, (4) transmitted by facsimile or e-mail with a confirming copy sent by overnight mail or nationally recognized courier service, to the parties at the addresses indicated below (or at such other address as a party may specify by notice to the others pursuant hereto). Notice given by a party's counsel shall be considered notice given by that party.

(a) If to Landlord, to it at:

5 Hillside Avenue Great Barrington, MA 01230 Facsimile No.: 413-528-4937 E-Mail: Lmda(@,cbsberkshires.com and [email protected]

(b) If to Tenant, to it at:

38 Montvale Avenue, Suite 210 Stoneham, MA 12180 Attention: Nicholas C. Friedman, President E-Mail: nick@v 1 Oconsulting.com and [email protected]

29. AUTHORITY. The individual executing this Lease on behalf of Tenant represents and warrants that (a) he is duly authorized to execute and deliver this Lease on behalf of Tenant in accordance with a duly adopted resolution of the board of directors of Tenant, and Tenant shall, simultaneously with the execution of this Lease, deliver a certified copy of such resolution to Landlord; and (b) this Lease is binding upon Tenant in accordance with its terms.

30. FINANCIAL STATEMENTS. Upon Landlord's request (which request shall be made not more often than annually), Tenant shall promptly furnish Landlord with a copy of Tenant's then most current financial statements, reflecting Tenant's then current financial condition, which Landlord may provide to its accountants, attorneys and lender(s) providing financing for the Premises ("Landlord's Advisors and Lender(s)"), provided that such Landlord's

KAR/13987-001/00718851.11 20



Advisors and Lender(s} shall have provided Landlord with a non-disclosure agreement prior to Landlord's disclosure of such financial statements to Landlord's Advisors and Lender(s}. Landlord shall keep all such financial statements confidential and shall not reveal such information to any third party other than Landlord's Advisors and Lender(s).

31 . POSSESSION OF REGULA TED ASSETS. Landlord acknowledges that under no circumstances shall Landlord or Landlord's agents be permitted to claim, control, possess, secure, sell, dispose of or handle in any manner any Regulated Assets located on the Premises. Landlord acknowledges and agrees that any Regulated Assets located on the Premises shall be controlled in accordance with Chapter 3 69 of the Acts of 2012, "An Act for the Humanitarian Medical Use ofMarijuana", and its implementing regulations, 105 CMR 725.000 et seq., and under the supervision of the Massachusetts Department of Public Health.

[SIONA TURE PAGE FOLLOWS]

KAR/13987-0011007188!H .11 21

/



Signed and sealed on the date first above written.

LANDLORD:

394 S~~KBRIDGE 7AD, LLC

By~~~~-'--'-~--'"~~~~~~~ Name: Title: Manager

TENANT:

THEORY WELLNESS, INC.

KAR/13987-001/00718851.11 22

EXHIBIT A



STIPULATION OF RENT COMMENCEMENT DATE

AGREEMENT dated as of 2017, between 394 STOCKBRIDGE ROAD, LLC, a Massachusetts limited liability company with a principal place of business in Great Barrington, Massachusetts ("Landlord"), and THEORY WELLNESS, INC., a Massachusetts not-for-profit corporation with a principal place of business in Stoneham, Massachusetts ("Tenant'').

PRELIMINARY STATEMENT

Landlord and Tenant entered into a lease dated -: "'~' 1 \ I 2016 (the "Lease") for premises at 394 Stockbridge Road, GreafBarringion, Massachusetts as more fully described in the Lease. Terms used with initial capital letters in this Stipulation, but not defined herein, shall have the meanings set forth in the Lease.

Landlord and Tenant now desire to stipulate and agree to the Rent Commencement Date of the Lease.

IT IS THEREFORE AGREED AS FOLLOWS:

It is hereby mutually stipulated and agreed by Landlord and Tenant that the Rent Commencement Date under the Lease is 2017 and that the termination date of the Initial Term is ------

The parties hereto have executed this Stipulation of Commencement Date under seal on the date first above written.

394 STOCKBRIDGE ROAD, LLC

By~-----~--------Name: Title: Manager

THEORY WELLNESS, INC.

By ______________ _

Name: Title:

KAR/13987-001/007181151.11

1;;A1 nun."

Item Movable Furniture, Fixtures, and Equipment

KAR/13987-001/00718851. l l

EXHIBITD

Details

Theory Wellness Inc Siting Profile #213 Section B

Attachment

Furniture, fixtures and equipment that would be removable upon vacating of space, including security equipment.

Siting ProOle-Appllcatlon 2 ofJ - Theory Wellness, Inc:.

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 cu/tivatton!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 F.xecutive 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 Ootion A: Use this language if signatory is a Chief Executive Officer/Chief Administrative Officer /, (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 ojjic1als that the proposed R.li/D 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 language if signatory is acting on behalf of a City Council, Board of Alderman, or Board of Selectman The [name of counci/Jboard}, docs 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 behalf of the [name of council!hoard] by a vote taken at a duly noticed meeting held on (date].

The (name of council/board] has verified with the appropriate local officials that the proposed R.li-ID 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 lo act on behalf of council or board) (add more lines for names if needed)

Signatwe (acid more Imes for signatures if needed)

Date

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


T"ht•'r Lvt.llJl!r1 ~c · ":\~ .. ,. Pr.,{::~ )./':f Sa~~ (_

Jennifer Tabakin Town Manager

E-mail: [email protected] www.townofgb.org

August 8, 2016

TOWN OF GREAT BARRINGTON MASSACHUSETIS

OFFICE OF THE TOWN MANAGER

Department of Public Health Commissioner Monica Bharel, MD, MPH 250 Washington Street Boston, MA 021 08

Dear Commissioner Bharel:

Town Hall, 334 Main Street Great Barrington, MA 01230

Telephone; H 13) 528-1619 x2 Fa.x. (413) 528-2290

I, Jennifer Tabakin, do hereby provide a letter of non-opposition to Theory Wellness, Inc. to operate a Registered Marijuana Dispensary in the Town of Great Barrington

I have verified with the appropriate local officials that the proposed RMD facility is located in the Town's .loning district that allows such use by right with Planning Board's site plan review.

Sincerely,

~I eY\f\1 I 0-p/)Jur--/ "Jebnifer Tal5akin ... Town Manager

Cc: Selectboard

rtOWN OF BRIDGEWATE~ n~ (.~,J1 .. ,u J:I\(.

<;:\. :~ Pt .. ~.,(. lh 5£<..·k>" (_

Michael M. Dutton Town Manager

OFFICE OF THE TOWN MANAGER

Ll v Memorial Building, 25 South Street

Bridgewater, MA 02324

February 22, 2016

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

Dear Commissioner Bharel

508.697.0919 508.697.1468 IFaxl mduttonfiibridgewaterma.org

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

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

Siting Proftle -Application 2 or 3 - Theory Wellness, Inc.

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.

Dispensing RMD:

Theory Wellness Inc. (f\VI) is proposing a dispensing RMD at 394 Stockbridge Road, Great Barrington MA. TWl's proposed RMD is located on property zoned B2.

RMDs are pennitted in the B2 zone by right. RMD's cannot be located within a radius of two hundred feet of a school, daycare center, or any facility in which children commonly congregate. nVI has comfinned with Great Barrington tliat our location is complianL TWI must obtain site plan review approval from tl1e Planning Board in order to operate tlic AAID - nVI will obtain this approval prior to commencing construction.

Cultivation/Processing AAID:

TIVl's cultivation/processing AAID is located at 1050 Elm Street, Bridgewater !vlA on property zoned IE.

AAID's are pennitted to operate in Bridgewater's IE zoning district pursuit to a specinl pennit. AAIDs cannot be located within a radius of five hwidrcd feet of a school, daycare center, or any facility in which children commonly congregate.

TIVI has obtained a special permit for our AAID.

Moving forward, TWI will adhere to all criteria necessary to maintain the special permit required to operate our ~ID.

TIVI will only contract with professionals licensed in the Commonwenltli of MA to design and construct our AAIDs.



Siting Profile - Application 2 or 3 - Theory Wellness, Inc.

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: 71112016

FIRST FULL FISCAL SECOND FULL FISCAL YEAR PRO~CTIONS

20 YEAR PROJECTIONS

20 17

Proi ected Revenue s 140.453.31 s 1,541,535.15

Projected Expenses $375,100.23 $1,146,881.84

VARIANCE: $ -234,646.92 $ 394,653.31

Number of uni Que patients for the year ~4"/ 660

Number of patient visits for the year 1,734 18,658

Projected % of patient growth rate annually - 90.2%

Estimated purchased ounces per visit .22 .23

Estimated cost per ounce $368.18 $359.22

Total FfEs in staffing 5 7

Total marijuana for medical use inventoiy for the vear (in lbs.)

30 280

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

23.84 268.21

Total marijuana for medical use left for roll over (in lbs.)

6.16 17.95

• 51112017 Projected date the RMD plans to open:---------------

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

THIRD FULL FISCAL YEAR PROJ/gCTIONS

20 $ 1,623,607.64

$1,158,596.58

$ 465,011.06

670

19,079

1.5%

.24

$354.58

7

290

286.19

21.76


Siting Profile -Application 2 or 3 - Theory Wcllnas, Inc.

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 disabilitie~ 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 151B; 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, scivices, facilities, privileges, advantages, or accommodations readily accessible to and usable by persons with disabilities, the Applicant, under the ADA, must: • remove architectural and communication barriers in existing facilities, when readily achievable and, if not readily achievable, must use alternative methods; • purchase accessible equipment or modify equipment; • modify policies and practices; and • furnish appropriate atLxiliary aids and services where necessary to ensure effective communication.

• 1 understand that reasonable accommodation is required in both program services and employment, except where to do so would cause an undue hardship or burdert 1 also understand that the Massachusetts Constitution Article CXIV provides that no othcnvise qualified individual shall, solely by reason of disability, be excluded from the participation in, denied the benefits of, or be subject to discrimination under any program or activity within the Commonweal lit

• 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, fdes, information, and employees therein for revie\ving 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 lentlS of this Assurance or of the ADA, and/or of any Plan of Correction shall be deemed a breach of a material condition of any Certificate of Registration issued to the Applicant for operation of a Registered Marijuana Dispensary. Such a breach shall be grounds for suspension or revocation, in whole or in part, of a Certificate of Registration issued by the Department

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

Signed under the pains and penalties of perjury, I, the authoriud signatory for the applicant non-profit corporation, understand the obligations of the Applicant under the Ccrtmcation of Assurance of Compliance: ADA and Non-Discrimination based on Disability, and agree and attest that the Applicant \\'ill comply with those obligations as st ed in the Certification.

Print Name of Authorized Signatory President

Title of Authorized Signatory

9/20/16

Date Signed

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


Siting ProDle-Applklltfon 2 of 3-Theory Wellness, Inc.

ATTESTATIONS

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

Print Name of Authorized Signatory

President


9/20f16

Date Signed

I, the authorized signatory for the applicant non-profit corporation, hereby attest that the corporation has notified the chief administrative officer and the chief of police of the proposed city or town in which the RMD would be sited, as well as the sheriff of the applicable county, of the intent to submit a and 0 erations Pro lie and a Siting Profile.


President



9/20.116

Date Signed

t,


Siting ProOlc -ApplklltJon 2 of J - Theory Wellness, Inc.

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 RMD has been approved for a provisional certificate of registration.

~

:.•• 9-1. I!-'••'

Nicholas Friedman


President


9/20/16

Date Signed

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


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