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BOA_4 Technology Way - Application Materials Prime Tree LLC 4 Technology Way, Salem, MA 01970 Business Plan for a Marijuana Establishment under 935 CMR 500.000 Cannabis Control Commission Applications # MCN 283233 and MPN281993 ______________________________________________________________________________ 1 May 24, 2021 Salem City Hall Zoning Board of Appeals Mike Duffy, Chair 93 Washington Street Salem, MA 01970 Re: Project Narrative and Statement of Grounds for Special Permit to operate a Marijuana Establishment at 4 Technology Way, Salem, MA 01970, (Map 7, Lot 79) for licensed marijuana cultivation and product manufacturing Dear Zoning Board of Appeals Members: Please find this correspondence as a comprehensive analysis of the conditions, design, and operations associated with the proposed marijuana cultivation and product manufacturing facility located at 4 Technology Way, Salem, Massachusetts 01970. The design and planned operations were completed in compliance with Massachusetts regulation entitled Adult use of Marijuana and codified in the Code of Massachusetts Regulations as 935 CMR 500.000 Massachusetts and the City of Salem Zoning-bylaws. EXISTING CONDITIONS SITE LOCATION AND ZONING The subject site is located at 4 Technology Way, Salem, Massachusetts 01970 and is known as Assessors’ Map 7, Lot 79. The property is within the City of Salem zoning district known as Business Park Development (BPD). The proposed use of a Marijuana Cultivation Facility and a Marijuana Manufacturing Facility is allowed with a Special Permit issued by the Zoning Board of Appeals pursuant to City of Salem Zoning-bylaws including the table of principal and accessory use regulations. The proposed marijuana establishment is located within an existing fully enclosed building and no mobile structures will be utilized. The proposed marijuana establishment is not within five hundred feet of a pre-existing public or private school providing education in kindergarten or an of grades 1 through 12, within 500 feet of houses of worship and funeral homes, or within one thousand feet from institutions of higher education, colleges, or universities. The proposed marijuana establishment comports with the City of Salem Zoning Bylaw, G.L. c. 94G, § 5(b)(3), 935 CMR 500.000, and all other applicable laws. The property is owned by USB Capital LLC, containing approximately 4.75+/- acres or 206,741 square feet of land as bound, described, and depicted in a Quitclaim Deed and Plan at the 2 Southern Essex District Registry of Deeds shown as Lot 739 on plan numbered 11802-61 filed with Certificate of Title 84550. See Appendix A. The property is accessible by Technology Way off of Swampscott Road. The property is bound by Technology Way and other industrial based properties to the south and east. The neighboring parcels to the north and west are wetlands and mature forests. Approximately three hundred feet through a thick forest to the southwest is the Clark Street residential subdivision. According to FEMA Flood Insurance Rate Map, Map Number 25023C0192J, the project is within an area of minimal flood hazard, also known as Zone X, which indicates areas outside of the 0.2% annual chance floodplain. See Appendix B. Prime Tree LLC has site control authorization to seek permitting and licensing of the proposed use from the owner of the property who has operated a successful medical manufacturing facility at the location for the last ten years. Prime Tree LLC seeks to match the owner’s success into the future with this new industry under a lease of the rear portion of the building containing 34,000+/- square feet of vacant space. Prime Tree LLC seeks to start with 10,000 square feet of cultivation canopy and grow into the remaining area. Prime Tree LLC will fully construct the now empty interior to fit the needs of the technologically advanced operation including upgrades for access and operation, security, electricity, lighting, utilities, HVAC, odor and environmental controls, equipment, waste disposal, and all other required upgrades. Prime Tree LLC chose the Salem Technology Way location for its suitable proximity, building construction, parking and access availability, and trusted owner. The location meets the City and State regulation for licensed Marijuana Establishments under G.L. c. 94G, §5(b)(3). Front of Building Exterior View 3 Rear of Building Exterior View (Leased area) Interior of Leased Space Existing Conditions EXISTING SITE PLAN REVIEW OF SITE AND SPECIAL PERMIT DECISIONS On October 27, 2010, the Planning Board of the City of Salem approved the Wetlands and Flood Hazard Overlay Special Permit for 4 Technology Way at the request of USB Capital, LLC, for the construction of a new two-story building with approximately 86,500 square feet of light industrial space and associated parking. The Planning Board approved 78 parking spaces as depicted in the approved plans and up to 108 total parking spaces as depicted in the original plan dated August 17, 2010. See Appendix C. Work was performed in accordance to the plans: “United States Biological” Salem Business Park in Salem, MA,” dated August 17, 2010 and last revised on October 21, 2010, prepared by Benchmark Engineering Corp., 120 Quarry Drive, Milford, Massachusetts 01757. 4 On February 4, 2015, the Salem Zoning Board of Appeals denied a medical clinic’s application for a special permit to operate a dialysis clinic at the property finding that the retail-based use of the clinic conflicted with the existing and future industrial uses in the building and industrial park area. In particular, the Board found heavy client traffic was a conflict. See Appendix D. Notably, the proposed use is not retail-based and is consistent with the existing and future industrial uses of the building and industrial park area. SITE FEATURES The 4.75 +/- acre property is improved with a 86,500 square feet two story light industrial building with associated paved parking with 78 spaces around all four sides of the building. See Building Plan as Appendix E. The building has 6 existing access points including the main double door entrance for Unit #1 on the east side of the building facing Technology Way, the main double door for Unit #2, the proposed cultivation and manufacturing facility on the north side of the building, two loading docks on the west and south sides of the building, two rear doors on the west side of the building furthest from the street, and one single door into the maintenance garage on the south side of the building. Associated concrete sidewalks connect the building’s access points to the parking area. The property has two driveway entrances on Technology Way including a 200’ drive to the north and a 30’ drive to the south. The parking lots are individually marked and appropriately spaced in accordance to ADA guidelines. The driving aisles are identified with arrows. SITE UTILITIES According to municipal records, the property has an existing water and sewer service connecting into the City’s water and sewer systems. The existing gas lateral runs and connects into the gas main within Technology Way. STORMWATER MANAGEMENT According to the October 27, 2010, Site Plan Review and Wetlands and Flood Hazard Overlay District, United States Biological was charged with maintaining a stormwater system into Technology Way accordance to an Operations and Management Plan prior to the issuance of a building permit. Upon information and belief, applicant believes the owner of the property has maintained and will continue to maintain the stormwater system. The owners maintenance of the stormwater system will ensure the stormwater management plan functions as designed. The property has not had any historical problems with flooding or drainage performance issues on site. The applicant does not intend to disrupt the existing stormwater management area or substantially alter the exterior of the property. All illicit discharges to the stormwater management system are prohibited. The proposed interior modifications and operations will not produce illicit discharges, such as wastewater discharges and discharges of stormwater contaminated by contact with process wastes, raw materials, toxic pollutants, hazardous substances, oils, or grease. 5 WETLAND ANALYSIS According to the Massachusetts Geographical Mapping System (OLIVER) the project site does not contain any substantial area of wetlands and there are minimal wetlands in the northeast corner entering from the adjacent parcel. According to OLIVER, the parcels to the north of the subject property contain wetlands and is commonly referred to as the Forest River. PROPOSED CONDITIONS PROPOSED DEVELOPMENT The project is designed to have limited exterior development and. The only proposed exterior work is the installation of a generator and the upgrading of any utilities on an as-needed basis. The applicant proposes to maintain the existing exterior conditions to the building and parking areas. Applicant is designated one-half of the parking spaces amounting to 39 parking spaces available for our employees only. The only planned renovation to the exterior of the property will be the installation of a new generator alongside the existing generator on the south side of the property. The renovation installation and all other work to the facility will not increase the impervious area of the site and will not detrimentally add to the stormwater runoff leaving the site. The majority of the applicant’s construction will occur to the interior of the building in Unit #2 consisting of 30,000 +/- square feet of the now vacant rear portion of the building furthest from Technology Way. The applicant shall construct a cultivation and manufacturing facility with office space and employee areas. SITE UTILITIES The projects proposes to maintain the existing water and sewer services that connects the building with the City of Salem water and sewer systems. The existing water and sewer services will be connected to the applicant’s proposed installation of plumbing in the interior of the building from the building’s mechanical room. The cultivation and manufacturing facility is proposed to have three restrooms and one kitchenette area consisting of five toilets and six sinks. Based on an average of 22 employees in the facility, the anticipated flowrate from human use is no more than 500 gallons per day. The cultivation process shall utilize approximately 960 gallons of water per day the majority of will be consumed by the plants and the remaining amounts evaporate. The water consumed by the plants and released is captured by the HVAC system which condenses back into a liquid and is disposed of. The cultivation plan and process eliminates water-run off. The applicant will not introduce substantial levels of wastewater from the cultivation and manufacturing process because the water is maintained within the cultivation system and is consumed in the process. Nominal levels of water standing at any time in the cultivation and manufacturing areas are vacuumed, cleaned, and disposed of as waste. This conservative calculation indicates the total flowrate of the facility at 1500 gallons per day will not overburden the existing sewer system. 6 GAS The project proposes to maintain the existing gas service that connects the building to the gas main within Technology Way. The project includes the installation of a gas-powered generator that will be installed on a concrete pad to the south of the building adjacent to an existing generator. A separate gas meter will be included in the interior of the building for Unit #2. ELECTRIC CABLE AND TELECOMMUNICATIONS The building is equipped with an electrical service and telecommunications via underground conduit. The project proposes to upgrade the electrical service in Unit #2 as necessary for the development of the cultivation and manufacturing facility. At this time, minor upgrades will be required for the initial phase of the cultivation canopy up to 10,000 square feet. Future electrical upgrades are expected as approval to increase the canopy is authorized by the Cannabis Control Commission. PROPOSED EXTERIOR LANDSCAPE AND LIGHTING The property owner will continue to maintain and upkeep the exterior landscape of the building. No new landscape features are proposed. The existing tree line to the west and north will be maintained and will continue to function as a natural buffer. The natural tree line is a sufficient buffer to minimize sight from neighboring parcels. The applicant intends to increase the lighting a part of its security upgrade to maintain the perimeter of the building and the parking lot sufficiently lit in accordance to State regulation. The proposed site lighting plan is compromised of wall mounted light fixtures. All fixtures are LED and meet the “dark sky principles,” to avoid illumination of the sky and sight of light by neighboring parcels. Notably, no interior light associated with the cultivation and manufacturing facility will be visible from the exterior of the building. Lighting was designed to provide adequate levels in the proposed parking areas and at building entrances, and sidewalks. The lighting plan was designed to ensure light levels will not impact neighboring properties. FACILITIES OPERATION CULTIVATION AND MANUFACTURING FACILITY Prime Tree LLC is a prospective Massachusetts cannabis company seeking permitting and licensure from the City of Salem and the Massachusetts Cannabis Control Commission (“CCC”) to cultivate, manufacture, and wholesale marijuana and marijuana related products to other licensed establishments from our location at 4 Technology Way, Salem, MA 01970. All proposed activity at the Marijuana Establishment shall be in compliance with all regulations promulgated by the CCC, as amended, and ordinances, bylaws, and laws of the Commonwealth of Massachusetts and the City of Salem. Prime Tree LLC shall only commence operations and operate upon the issuance of a Special Permit from the City of Salem Zoning Board of Appeals, Certificate of Occupancy, and valid licenses issued by the CCC, copies of which, with any renewal or investigation thereof, shall be provided to the Department of Planning and Community 7 Development and Building Department within thirty (30) days of receipt. Prime Tree LLC shall maintain regulatory compliance through the performance of operations in accordance to its City and State approved policies, procedures, and plans. The plans are incorporated herein, but produced in the Appendix F as Exhibits as follows: 1. Security Plan; (pending approval of Salem PD); 2. Operation and Management Plan; 3. Emergency Response Plan; (pending approval of Salem PD and FD); 4. Plan to Remain Compliant with Local Zoning; 5. Proposed Timeline; 6. Plan for Obtaining Liability Insurance; 7. Positive Impact Plan; 8. Cultivation Specific Plan; 9. Product Manufacturer Plan; 10. Restricting Access to age 21 and older; 11. Prevention of Diversion; 12. Storage of Marijuana; 13. Transportation of Marijuana; 14. Inventory procedures; 15. Quality control and testing procedures; 16. Dispensing procedures; 17. Personnel policies including background checks; 18. Record Keeping procedures; 19. Maintaining of financial records; 20. Diversity plan; 21. Qualifications and training; and 22. Energy Compliance Plan. Prime Tree LLC’s essential function is to cultivate, manufacture, and distribute a variety of marijuana flowers “buds,” extractions, and marijuana infused products for 21+ consumers in accordance to the CCC’s regulations. Prime Tree LLC shall operate its operation twenty four hours a day, everyday, with constant secure monitoring. Prime Tree LLC will employ fifteen to twenty full time employees when operational. The majority of the available space will be reserved for the cultivation of marijuana plants or “canopy.” We seek a cultivation canopy area up to a Tier 4 level under the CCC regulations amounting to 20,001 to 30,000 square feet. The remaining areas will be reserved for processing and packing of usable marijuana, waste disposal, manufacturing of products, secure storage, and loading for testing and transport. The loading of vehicles with marijuana for transportation to an independent testing laboratory or for wholesale will take place at the rear of the building through a separate secure entrance by a licensed transporter. Additional Special Permit Specific Incorporated Policies • Prime Tree LLC shall only operate at the location in accordance to its use as a Marijuana Establishment as permitted by its definition under law. • The Marijuana Establishment will be fully within the enclosed building, without the use of mobile structures, and our leased area will be separated by full walls from any other uses. 8 • The location is compliant with buffer zone proximity to schools, houses of worship, funeral homes, and institutions of higher education. • Prime Tree LLC utilizes odor control measures so that no odor from the marijuana establishment may be noxious or cause a public nuisance. • Storage of marijuana and disposal of marijuana shall be done in accordance to State law so as to prevent diversion, exposure, or to create a public nuisance. • Prime Tree LLC, or its assignee, if any, shall manage the Marijuana Establishment with persons on premises during regular hours of operation and be responsible for all activities within the licensed business. • Emergency contact information shall be kept on file with the City of Salem and Salem Police Department. • Prime Tree LLC shall install signage in accordance to the CCC and the requirements of Section 4-31 through 4-60 of the Salem Code of Ordinances. • Prime Tree LLC shall not allow marijuana to be smoked, eaten, or otherwise consumed or ingested within any type of licensed marijuana establishment in accordance to CCC regulation. • Notification shall be provided to all abutters within 500 feet of the proposed location for a Community Outreach Meeting in accordance to CCC regulations and submitted to Salem. • If Prime Tree LLC shall ever cease to operate then it shall remove all materials, plants, equipment, and any other retail marijuana establishment fixtures and items. Additional Cultivation and Manufacturing Specifics: • Prime Tree LLC shall only use high-energy efficiency lights and equipment to limit energy and water usage demand. • Prime Tree LLC shall use LEDs for all fixtures except those that are used in flowering rooms which shall allow for High Pressure Sodium grow lights for no more than 50% of the total square footage of the cultivation area to maximize flowering conditions and limit electricity demands. • Prime Tree LLC shall not allow more than one-half of the marijuana plants cultivated be mature, flowering plants at any one time. • Prime Tree LLC shall not use pesticides, insecticides, or other chemicals at the business. • Prime Tree LLC manufacturing provisions shall include reference of a detailed description of its products, methods of production, safety protocols, and a sample of any identifying mark or logo that will appear on the product. Prime Tree LLC’s operations are designed to be efficiently productive in our industry while protecting and promoting the health, safety, and general welfare of the residents of Salem. Our policies, plans, and active management of the business will negate adverse effects of the proposed use and any such effect will not outweigh its beneficial impact to the City and the community. Prime Tree LLC’s proposal is a tremendous opportunity for beneficial impact of financial relief and a responsible corporate partner for the City and its community. The positive economic impact to the communities of the Commonwealth that license marijuana establishments is undeniable with the CCC reporting over one Billion Dollars in gross sales since November 1, 2018. The character and nature of the geographic location of the property on Technology Way compels 9 the growth of technologically advanced businesses like Prime Tree LLC with its sophisticated cultivation process. Our proposed use is an extension of the existing cluster of technological businesses on Technology Way and is a welcomed new industry addition that will finally fully occupy the building after ten years of its construction. Prime Tree LLC will create employment opportunities for the local economy and be an active community partner to the City, its residents and also other businesses and non-profits. The geographic diversity of our location in relation to existing retail establishments is a mutually beneficial symbiotic relationship within Salem’s local economy and is a shining example to municipalities of reasonable and efficient cannabis zoning. Prime Tree LLC’s likelihood of success is built upon a strong foundation of its ownership, management, and staff as they are eligible applicants from the State’s favorable criteria, and hold the right amount of experience, capital, and commitment to succeed in this new industry. Prime Tree LLC reduces any adverse effect associated with its use by taking specific measures through trained and experienced staff, security, sanitation, climate control, and attention to the sensitive cultivation process. With a solid preconstructed building Prime Tree LLC is in a position to quickly install its components and be operational. The potential economic and fiscal impact on City services will be kept minimal because of our rigorous standards and strength in regulatory compliance. We seek a Host Community Agreement and Special Permit from the City of Salem to apply to the CCC to become licensed as a non-medical Marijuana Cultivator and Marijuana Product Manufacturer. Our proposal will provide the City with new economic benefit directly from us as well as other locally licensed establishments we work with. There will be no retail sales or public access to our establishment limiting the concerns of traffic congestion and unauthorized access. Once a final license issues from the CCC we will cultivate, manufacture, and distribute a variety of marijuana flowers “buds,” extractions, and marijuana products for 21+ consumers in accordance to the CCC’s regulations. Our mission is to create top quality marijuana and marijuana products in indoor laboratory conditions with advanced energy efficient technologies. Our proposal and investment of technology, equipment, intellectual property, and processes are a prominent growth to the commerce of Technology Way the residents and City can be proud of. All of our products are independently tested by third-party CCC licensed establishments to ensure safety for our client’s health and quality standards are met. We utilize multi-level security measures to ensure there are no direct threats of health or safety to our employees and no threats to our product from diversion. Our commitment to safely and efficiently providing consumers with quality cannabis products increases our standing with the CCC and City, customer good will, and benefits the communities we serve. Prime Tree LLC is aptly named for our prime quality approach to cultivation, manufacture, transportation, and business in the marijuana industry. Prime Tree LLC consists of executives, managers, and employees with experience in cultivation science, production and transportation methods, and business operations. Prime Tree LLC ownership includes out-of-state experts and Massachusetts residents with Social Equity certification granting an expedited review process. 10 The cultivation area will be utilized for planting, growing, cultivating, processing, and storing various strains of cannabis. The cultivation process includes seed germination, plant cloning, vegetation to maturity, flowering to produce flowers, trimming and then storing for manufacturing use. Prime Tree’s Standards of Success: • Create a high-quality product exceeding standards for safety while meeting market demands and regulatory compliance. • Become a Salem community partner beyond traditional taxes and fees, but to also connect and be a part of the community as a trusted and reliable partner. • Build public trust in maintaining our commitment to security, sanitation, safety, corporate responsibility, and business operation. • Educate employees, business associates, consumers, and the public on our products to ensure the responsible and safe consumption of marijuana as well as the prevention of diversion to minors and illicit markets. • Grow our sustainable business model in a scalable and efficient manner to obtain market share and growth required to maintain competitive. • Promote our company and products in compliance with all laws to reduce the stigma associated with marijuana. • Meet our internal audits for business performance, regulatory compliance, and statistical reporting for CCC metrics such as positive impact, diversity, energy efficiency, community involvement, and leadership responsibility. • Exceed all expectations of the City and State in business operations and community partnership. SECURITY PROCEDURE Prime Tree is committed to providing a safe and tactically efficient property and operation of its business practices. We create a safe environment by following our security plan that is integrated into our employee training and operating procedures. Our technologically advanced 24 hour a day physical and electronic security measures are designed to protect each aspect of our company including the premises, equipment and products, employees, visitors, and the surrounding area around our facility. Prime Tree’s security and surveillance requires systems surpassing those found in typical commercial uses and retail stores, and meeting, if not exceeding, the pharmaceutical, banking, and military clearance manufacturing industries. This commitment to security is implemented to ensure safety, increase public trust, decrease susceptibility to and incentive of organized crime, curtail employee misconduct, and deter and prevent unauthorized entry, theft, and diversion of products. Security is achieved by the use of trusted employees thoroughly scrutinized for allowing only authorized individuals into the premises, 24 hour electronic alarm and surveillance systems, proper lighting and efficient building layout design, third party security contractors, and secured and locked areas for specific employees to handle, process, dispose, and store marijuana. Refer to the Security Plan located in Appendix F, for further information. 11 WASTEWATER MANAGEMENT PROCEDURE In accordance with the rules and regulations for a marijuana establishment, set forth by the City of Salem and the Cannabis Control Commission, a waste management protocol has been developed to outline the disposal of solid waste, water usage and develop a recycling plan for the facility. Refer to the Waste Disposal Plan located in Appendix F, for further information. DISASTER PLAN / EMERGENCY PROCEDURE In accordance with the rules and regulations for a marijuana establishment, set forth by the City of Salem and the Cannabis Control Commission, a Disaster Plan/Emergency procedure has been developed to outline a plan for disaster and emergency events for the facility. Refer to the Disaster Plan/Emergency Plan located in Appendix F, for further information. ODOR CONTROL PLAN In accordance with the rules and regulations for a marijuana establishment, set forth by the City of Salem and the Cannabis Control Commission, an Odor Control Plan has been developed to ensure the facility is operating in a safe and professional manner. The odor control systems on the property are designed to ensure the facility does not become a nuisance to the abutters and community. The cultivation and manufacturing facility will implement both room air purification units and traditional building exhaust air carbon filtration. Each cultivation, process, and product manufacturing rooms are equipped with deodorizing units. The deodorizing units use UV light to irradiate pathogens and ozone to reduce odor. Any exhaust air originating from the cultivation rooms and adjacent connected spaces will be further filtered through carbon filters prior to exiting the building. Office spaces, vestibules, loading docks and any immediate adjacent spaces to the cultivation area will be maintained at a positive air relationship to the cultivation areas. The odor control filter equipment will notify staff of any required air filter replacement and equipment maintenance. Lastly, if internal controls are found to be insufficient, then Prime Tree is dedicated to upgrading its existing systems and including odor enhancement equipment to release pleasant scents from the facility such as cinnamon or cookies. Refer to the Odor Control Plan located in Appendix F, for further information. HOURS OF OPERATION The cultivation facility will operate each hour of the day to accommodate the cultivation process, but employees will be on site 7 days a week generally from 8:00a.m.-4:00p.m. EMPLOYEES The company intends to hire an initial 10-15 employees and grow in size to up to approximately 30 employees. The maximum number of employees on a single shift will be approximately 15. SHIPPING AND RECEIVING 12 Shipping and receiving for the cultivation facility will be performed primarily by cargo van, car and SUV. Large deliveries requiring a tractor trailer will occur during the construction of the facility and at least quarterly for deliveries of soil. TRAFFIC, PARKING AND LOADING The Planning Board approved 78 parking spaces as depicted in the approved plans and up to 108 total parking spaces as depicted in the original plan dated August 17, 2010. See Appendix C. Prime Tree currently was assigned one-half of the parking allowing for 39 existing spaces with an additional potential 15-30 parking spaces if the original plan is required. At this time, Prime Tree expects to utilize the 39 existing spaces as sufficient use for the project. The facility has adequate lanes of travel to allow for driving around the entire perimeter of the building. The facility expects to have low impact on traffic because only employees and authorized guests will be allowed at the premises. The general public will not visit the facility because there will be no retail sales and no random visits allowed. The parking areas will be monitored by the security team to ensure only authorized individuals enter the premises. COMPATABILITY Prime Tree LLC’s proposal of a cannabis use at this location will benefit the community while not negatively affecting the immediate area. The cultivation and manufacturing facility fits the overall use of Technology Way as a light manufacturing company. The property and building are of sufficient size for the use and will offer appropriate parking of our few employees. Only our employees will visit the location eliminating the congestion issue caused by a retail operation. We have internal practices and procedures in place for security, odor control, and management of our facility and operations. We intend to be a responsible neighbor to all of our abutters and community. 13 Appendix Exhibits: A.Deed/Plan B. FEMA Plan C. Special Permit – USB Capital D. Special Permit- Denied E.Building Plan F. Prime Tree Procedure Summaries G. Application for Host Community Agreement H. CCC Applications K. Financial Record I. Site Control Letter J. Resumes of Officers Appendix A.Deed/Plan Appendix B. FEMA Plan 13 C.Special Permit – USB Capital Appendix Appendix D.Special Permit- Denied Appendix E Building Plans Appendix F Prime Tree LLC Marijuana Establishment Policies and Procedures Summaries Prime Tree LLC 4 Technology Way, Salem, MA 01970 Business Plan for a Marijuana Establishment under 935 CMR 500.000 Cannabis Control Commission Applications # MCN 283233 and MPN281993 ______________________________________________________________________________ 1 I.Who We Are: Prime Tree LLC is a prospective Massachusetts cannabis company seeking permitting and licensure from the City of Salem and the Massachusetts Cannabis Control Commission (“CCC”) to cultivate, manufacture, and wholesale marijuana and marijuana related products to other licensed establishments from our location at 4 Technology Way, Salem, MA 01970. We seek a Host Community Agreement from the City of Salem to apply to the CCC to become licensed as a non-medical Marijuana Cultivator and Marijuana Product Manufacturer. Our proposal will provide the City with new economic benefit directly from us as well as other locally licensed establishments we work with. There will be no retail sales or public access to our establishment limiting the concerns of traffic congestion and unauthorized access. Once a final license issues from the CCC we will cultivate, manufacture, and distribute a variety of marijuana flowers “buds,” extractions, and marijuana products for 21+ consumers in accordance to the CCC’s regulations. Our mission is to create top quality marijuana and marijuana products in indoor laboratory conditions with advanced energy efficient technologies. Our proposal and investment of technology, equipment, intellectual property, and processes are a prominent growth to the commerce of Technology Way the residents and City can be proud of. All of our products are independently tested by third-party CCC licensed establishments to ensure safety for our client’s health and quality standards are met. We utilize multi-level security measures to ensure there are no direct threats of health or safety to our employees and no threats to our product from diversion. Our commitment to safely and efficiently providing consumers with quality cannabis products increases our standing with the CCC and City, customer good will, and benefits the communities we serve. Prime Tree LLC is aptly named for our prime quality approach to cultivation, manufacture, transportation, and business in the marijuana industry. Prime Tree LLC consists of executives, managers, and employees with experience in cultivation science, production and transportation methods, and business operations. Prime Tree LLC ownership includes out-of-state experts and Massachusetts residents with Social Equity certification granting an expedited review process. 2 II.Our Standards of Success: •Create a high-quality product exceeding standards for safety while meeting market demands and regulatory compliance. •Become a Salem community partner beyond traditional taxes and fees, but to also connect and be a part of the community as a trusted and reliable partner. •Build public trust in maintaining our commitment to security, sanitation, safety, corporate responsibility, and business operation. •Educate employees, business associates, consumers, and the public on our products to ensure the responsible and safe consumption of marijuana as well as the prevention of diversion to minors and illicit markets. •Grow our sustainable business model in a scalable and efficient manner to obtain market share and growth required to maintain competitive. •Promote our company and products in compliance with all laws to reduce the stigma associated with marijuana. •Meet our internal audits for business performance, regulatory compliance, and statistical reporting for CCC metrics such as positive impact, diversity, energy efficiency, community involvement, and leadership responsibility. •Exceed all expectations of the City and State in business operations and community partnership. III.Location: 4 Technology Way, Salem, Massachusetts Prime Tree LLC has site control authorization to seek permitting and licensing of the proposed use from the owner of the property who has operated a successful medical manufacturing facility at the location for the last ten years. Prime Tree LLC seeks to match the owner’s success into the future with this new industry under a lease of the rear portion of the building containing 34,000+/- square feet of vacant space. Prime Tree LLC seeks to start with 10,000 square feet of cultivation canopy and grow into the remaining area. Prime Tree LLC will fully construct the now empty interior to fit the needs of the technologically advanced operation including upgrades for access and operation, security, electricity, lighting, utilities, HVAC, odor and environmental controls, equipment, waste disposal, and all other required upgrades. Prime Tree LLC chose the Salem Technology Way location for its suitable proximity, building construction, parking and access availability, and trusted owner. The location meets the City and State regulation for licensed Marijuana Establishments under G.L. c. 94G, §5(b)(3). 3 Front of Building Exterior View Rear of Building Exterior View (Leased area) Interior of Leased Space Existing Conditions 4 IV.Description of Proposed On-Site Activities and Policies: All proposed activity at the Marijuana Establishment shall be in compliance with all regulations promulgated by the CCC, as amended, and ordinances, bylaws, and laws of the Commonwealth of Massachusetts and the City of Salem. Prime Tree LLC shall only commence operations and operate upon the issuance of a Special Permit from the City of Salem Zoning Board of Appeals, Certificate of Occupancy, and valid licenses issued by the CCC, copies of which, with any renewal or investigation thereof, shall be provided to the Department of Planning and Community Development and Building Department within thirty (30) days of receipt. Prime Tree LLC shall maintain regulatory compliance through the performance of operations in accordance to its City and State approved policies, procedures, and plans. The plans are incorporated herein, but produced as Exhibits as follows: 1.Security Plan; (pending approval of Salem PD); 2.Operation and Management Plan; 3.Emergency Response Plan; (pending approval of Salem PD and FD); 4.Plan to Remain Compliant with Local Zoning; 5.Proposed Timeline; 6.Plan for Obtaining Liability Insurance; 7.Positive Impact Plan; 8.Cultivation Specific Plan; 9.Product Manufacturer Plan; 10.Restricting Access to age 21 and older; 11.Prevention of Diversion; 12.Storage of Marijuana; 13.Transportation of Marijuana; 14.Inventory procedures; 15.Quality control and testing procedures; 16.Dispensing procedures; 17.Personnel policies including background checks; 18.Record Keeping procedures; 19.Maintaining of financial records; 20.Diversity plan; 21.Qualifications and training; 22.Energy Compliance Plan; and 23. Odor Control Plan. 5 Prime Tree LLC’s essential function is to cultivate, manufacture, and distribute a variety of marijuana flowers “buds,” extractions, and marijuana infused products for 21+ consumers in accordance to the CCC’s regulations. Prime Tree LLC shall operate its operation twenty four hours a day, everyday, with constant secure monitoring. Prime Tree LLC will employ fifteen to twenty full time employees when operational. The majority of the available space will be reserved for the cultivation of marijuana plants or “canopy.” We seek a cultivation canopy area up to a Tier 4 level under the CCC regulations amounting to 20,001 to 30,000 square feet. The remaining areas will be reserved for processing and packing of usable marijuana, waste disposal, manufacturing of products, secure storage, and loading for testing and transport. The loading of vehicles with marijuana for transportation to an independent testing laboratory or for wholesale will take place at the rear of the building through a separate secure entrance by a licensed transporter. Additional Special Permit Specific Incorporated Policies •Prime Tree LLC shall only operate at the location in accordance to its use as a Marijuana Establishment as permitted by its definition under law. •The Marijuana Establishment will be fully within the enclosed building, without the use of mobile structures, and our leased area will be separated by full walls from any other uses. •The location is compliant with buffer zone proximity to schools, houses of worship, funeral homes, and institutions of higher education. •Prime Tree LLC utilizes odor control measures so that no odor from the marijuana establishment may be noxious or cause a public nuisance. •Storage of marijuana and disposal of marijuana shall be done in accordance to State law so as to prevent diversion, exposure, or to create a public nuisance. •Prime Tree LLC, or its assignee, if any, shall manage the Marijuana Establishment with persons on premises during regular hours of operation and be responsible for all activities within the licensed business. •Emergency contact information shall be kept on file with the City of Salem and Salem Police Department. •Prime Tree LLC shall install signage in accordance to the CCC and the requirements of Section 4-31 through 4-60 of the Salem Code of Ordinances. •Prime Tree LLC shall not allow marijuana to be smoked, eaten, or otherwise consumed or ingested within any type of licensed marijuana establishment in accordance to CCC regulation. •Notification shall be provided to all abutters within 500 feet of the proposed location for a Community Outreach Meeting in accordance to CCC regulations and submitted to Salem. 6 •If Prime Tree LLC shall ever cease to operate then it shall remove all materials, plants, equipment, and any other retail marijuana establishment fixtures and items. Additional Cultivation and Manufacturing Specifics: •Prime Tree LLC shall only use high-energy efficiency lights and equipment to limit energy and water usage demand. •Prime Tree LLC shall use LEDs for all fixtures except those that are used in flowering rooms which shall allow for High Pressure Sodium grow lights for no more than 50% of the total square footage of the cultivation area to maximize flowering conditions and limit electricity demands. •Prime Tree LLC shall not allow more than one-half of the marijuana plants cultivated be mature, flowering plants at any one time. •Prime Tree LLC shall not use pesticides, insecticides, or other chemicals at the business. •Prime Tree LLC manufacturing provisions shall include reference of a detailed description of its products, methods of production, safety protocols, and a sample of any identifying mark or logo that will appear on the product. Prime Tree LLC’s operations are designed to be efficiently productive in our industry while protecting and promoting the health, safety, and general welfare of the residents of Salem. Our policies, plans, and active management of the business will negate adverse effects of the proposed use and any such effect will not outweigh its beneficial impact to the City and the community. Prime Tree LLC’s proposal is a tremendous opportunity for beneficial impact of financial relief and a responsible corporate partner for the City and its community. The positive economic impact to the communities of the Commonwealth that license marijuana establishments is undeniable with the CCC reporting over one Billion Dollars in gross sales since November 1, 2018. The character and nature of the geographic location of the property on Technology Way compels the growth of technologically advanced businesses like Prime Tree LLC with its sophisticated cultivation process. Our proposed use is an extension of the existing cluster of technological businesses on Technology Way and is a welcomed new industry addition that will finally fully occupy the building after ten years of its construction. Prime Tree LLC will create employment opportunities for the local economy and be an active community partner to the City, its residents and also other businesses and non-profits. The geographic diversity of our location in relation to existing retail establishments is a mutually beneficial symbiotic relationship within Salem’s local economy and is a shining example to municipalities of reasonable and efficient cannabis zoning. 7 Prime Tree LLC’s likelihood of success is built upon a strong foundation of its ownership, management, and staff as they are eligible applicants from the State’s favorable criteria, and hold the right amount of experience, capital, and commitment to succeed in this new industry. Prime Tree LLC reduces any adverse effect associated with its use by taking specific measures through trained and experienced staff, security, sanitation, climate control, and attention to the sensitive cultivation process. With a solid preconstructed building Prime Tree LLC is in a position to quickly install its components and be operational. The potential economic and fiscal impact on City services will be kept minimal because of our rigorous standards and strength in regulatory compliance. V.Executives: Patrick Maloy is the Chief Executive Officer of Prime Tree LLC and represents a depth of knowledge and experience in the cannabis industry. Patrick cofound Cansortium Holdings in 2015, that became publicly traded in 2018 after becoming a multi-state medical and adult use cannabis manufacturer and retailer with operations in Florida, Texas, Pennsylvania, Puerto Rico, Canada and Colombia. Patrick was the Chief Strategy Officer and then Chief Operating Officer with responsibility to create expansion opportunities, operation teams, and management of each business unit. Patrick transitioned his skills into the cannabis industry from experiences in investment banking, public affairs, technology companies, and healthcare. Patrick began his career as a staff analyst with the Florida House of Representatives Committee on Agriculture researching and drafting legislation on issues related to agricultural policy and food safety. Devon Soloniewicz is the founder of the Northern Lights Hemp Company. Her vast network has made her an internationally sought-after consultant since 2013. She has extensive experience in insurance, executive operations and a myriad of business services. Her company also focuses on branding, growth markets, and providing consulting solutions to key sectors of the industry. She has executed countless strategic relationships that have led to the successful rise of local brands into nationally recognized brands. Devon’s cannabis journey started at a very young age when her mother was diagnosed with epilepsy and plant medicine became a way of life. Through seeing the benefits of this plant first hand Devon has been a lifelong advocate. She uses her personal story to inspire others to become part of this growing industry. Devon regularly speaks at numerous conferences including the New England Cannabis Convention, Homegrown Maine Trade Show, the Boston Freedom Rally, the 8 Kind Mind Campout and many more. She continues to speak, advocate and mentor nationally and internationally on the importance of utilizing every part of the hemp plant as well as best business practices. She is known for being an industry leader for her ability to empower those around her. Jeffrey Pepi is a pioneer in hemp and cannabis advocacy in Massachusetts with Social Equity and Economic Empowerment certification from the CCC based on his background and community service in the City of New Bedford. Jeffrey Pepi evolved his 22+ years of insurance and caring for clients into a passion for helping people and spreading information on the benefits of hemp and cannabis. Jeffrey Pepi is an owner of a boutique CBD retail store in New Bedford and Mashpee. Nicholas A. Gomes is a licensed Massachusetts Attorney operating a diverse general law practice with offices in New Bedford, Fall River and Boston since 2013. Attorney Gomes is experienced in both business and estate planning, municipal and administrative processes, and litigation with client representation across most Counties and Courts of the Commonwealth. Nicholas provides legal services to low-to-moderate income individuals as a member of the Justice Bridge non-profit and pro-bono expungement/sealing of criminal record services. 1 PRIME TREE LLC SECURITY PLAN 1. General: Prime Tree LLC (“Prime Tree”) is committed to providing a safe and tactically efficient property and operation of its business practices. We create a safe environment by following our security plan that is integrated into our employee training and operating procedures. Our technologically advanced 24 hour a day physical and electronic security measures are designed to protect each aspect of our company including the premises, equipment and products, employees, visitors, and the surrounding area around our facility. Prime Tree’s security and surveillance requires systems surpassing those found in typical commercial uses and retail stores, and meeting, if not exceeding, the pharmaceutical, banking, and military clearance manufacturing industries. This commitment to security is implemented to ensure safety, increase public trust, decrease susceptibility to and incentive of organized crime, curtail employee misconduct, and deter and prevent unauthorized entry, theft, and diversion of products. Security is achieved by the use of trusted employees thoroughly scrutinized for allowing only authorized individuals into the premises, 24 hour electronic alarm and surveillance systems, proper lighting and efficient building layout design, third party security contractors, and secured and locked areas for specific employees to handle, process, dispose, and store marijuana. 2. Identification: All individuals seeking access to the premises shall be limited to scheduled employees and authorized visitors. No individual under the age of 21 years of age shall be allowed access to the premises. 3. Loitering Prevention: Only individuals engaging in activity expressly or by necessary implication permitted by the adult use of marijuana regulation and its enabling statute are allowed to remain on the premises. Only a certain amount of individuals shall be allowed into the premises at a time to ensure proper monitoring, dissemination of information, and the safe servicing of authorized duties such as deliveries of goods and wholesale transport from the facility. All individuals on or around the premises will be closely monitored and flagged for loitering and other unpermitted behavior. Any individuals found loitering or engaging in unpermitted behavior shall be respectfully warned of the offending behavior and removed from the premises by security. 4. Waste Disposal: The disposal of all organic waste composed of or containing marijuana and marijuana products shall be stored, secured, managed, and disposed of in accordance to all of Prime Tree LLC’s operating procedures including this security plan, storage procedures, waste disposal procedures, and all applicable law. All aspects of the waste disposal shall be monitored to ensure marijuana in excess of the quantity required for normal, efficient operation under 935 CMR 500.105, and marijuana waste shall be processed into a mixture rendering the cannabis unusable for its intended purpose and recycled through composting at solid waste facility compliant with 310 CMR 16. 5. Entrance and Egress: All entrances to Prime Tree shall be kept secure by electronic monitoring and locking mechanisms to prevent unauthorized access. The premises shall have a single entrance for employees to enter under constant electronic surveillance and physical security staff during 2 hours of operation. This entry point shall be the identification checkpoint as described in provision 2 of this plan. The entry point shall be compliant with the Americans with Disability Act. 6. Limited Access Areas: Prime Tree shall have secure locations at the premises for its cultivation, processing, production, storage, and disposal of waste separate and out of view from any person in a common area or outside the building. Only authorized employees are granted access into the secure locked locations where marijuana is present. All such areas shall have identification on the door in the form of a 12” x 12” sign with one inch lettering stating “Do Not Enter—Limited Access Area—Access Limited to Authorized Personnel Only.” All limited access areas are described in a schematic of the premises attached as Appendix 1 and incorporated for reference herein reflecting entrances and exits, walls, partitions, vegetation, flowering, processing, production, storage, disposal and retail sales areas. Access to limited access areas shall be restricted to employees, agents or volunteers specifically permitted by Prime Tree, agents of the Commission, state and local law enforcement and emergency personnel. All employees shall visibly display an employee identification badge issued by Prime Tree at all times during working hours and work operations. Only specifically authorized employees requiring work in the limited access areas shall be provided access and limited to only the minimum number of employees essential for efficient operation. All outside vendors, contractors and visitors shall obtain a visitor identification badge prior to entering a limited access area, and shall be escorted at all times by a Prime Tree agent authorized to enter the limited access area. The visitor identification badge shall be visibly displayed at all times while the visitor is in any limited access area. All visitors must be logged in and out and that log shall be available for inspection by the Commission at all times. All visitor identification badges shall be returned to Prime Tree upon exiting the premises. 7. Employee Safety: The construction of the Prime Tree facility is designed to provide safety to its employees and a means of immediately activating a silent alarm in the event of encountering crime or other danger. The security team will have a physical presence in the entrance of the secured area to prevent and deter crime. 8. Storage of finished products: All finished marijuana products shall be secured in a locked vault to prevent diversion, theft and loss prior to wholesale transport. All safes, vaults, and any other equipment or areas used for the production, cultivation, harvesting, processing or storage of marijuana products shall be kept securely locked and protected from entry, except for the actual time required to remove or replace marijuana. All locks and security equipment shall be kept in good working order. Keys shall be prohibited from being left in door locks and in a location accessible to persons other than specifically authorized employees. Security measures, such as combination numbers, passwords or electronic or biometric security systems shall be used on the property, regularly updated, and only shared with specifically authorized employees. 9. Outside Perimeter: The outside perimeter of Prime Tree shall be sufficiently lit to facilitate surveillance and safe ingress and egress for employees and authorized visitors. All marijuana products shall be kept out of plain sight and shall not be visible from a public place without the use of binoculars, optical aids or aircraft. The exterior of the property shall not have any indication 3 of the type of licensed operations in the premises. The proposed property is not located within 500 feet of a pre-existing public or private school providing education in kindergarten or any of grades one through 12, measured in a straight line from the nearest point of the property line in question to the nearest point of the property line where Prime Tree will be located. The premises has a parking lot and is bordered by a street providing a safe means of accessing the building with sufficient lighting. Trees, bushes and other foliage outside of the property shall be maintained to prevent a person or persons from concealing themselves from sight. The natural contour and rock surrounding the property would make it difficult for someone to trespass onto the property. 10. Emergency prevention and reaction policies and procedures: Prime Tree’s property location, policies, and practices have been carefully tailored to prevent and avoid problems potentially associated with operation of a marijuana establishment. Nonetheless, Prime Tree. shall implement its existing emergency policies and procedures following an instance of dangerous encounters, marijuana diversion, theft or loss and shall regularly conduct an assessment to determine whether additional safeguards are necessary. Emergency policies include safety assessments, compliance auditing, reporting procedures, and training. 11. Incident Reporting: (a) Prime Tree shall notify appropriate law enforcement authorities and the Commission of any breach of security immediately and, in no instance, more than 24 hours following discovery of the breach. Notification shall occur, but not be limited to, during the following occasions: discovery of discrepancies identified during inventory; diversion, theft or loss of any marijuana product; any criminal action involving or occurring on or in the property; any suspicious act involving the sale, cultivation, distribution, processing or production of marijuana by any person; unauthorized destruction of marijuana; any loss or unauthorized alteration of records related to marijuana; an alarm activation or other event that requires response by public safety personnel or security personnel privately engaged by Prime Tree; the failure of any security alarm system due to a loss of electrical power or mechanical malfunction that is expected to last more than eight hours; or any other breach of security. (b) Prime Tree shall, within ten calendar days, provide notice to the Commission of any incident described in 935 CMR 500.110(7)(a) by submitting an incident report in the form and manner determined by the Commission which details the circumstances of the event, any corrective action taken, and confirmation that the appropriate law enforcement authorities were notified. 4 (c) All documentation related to an incident that is reportable pursuant to 935 CMR 500.110(7)(a) shall be maintained by Prime Tree for not less than one year or the duration of an open investigation, whichever is longer, and made available to the Commission and law enforcement authorities upon request. (d)Prime Tree shall actively train its employees and implement security measures to avoid the actions described in (a) above. 12. Third Party Security Audits. Prime Tree shall annually obtain at its own expense, a security system audit by a vendor approved by the Commission. A report of such audit must be submitted, in a form and manner determined by the Commission, no later than 30 calendar days after the audit is conducted. If the audit identifies concerns related to the establishment’s security system, Prime Tree shall also submit a plan to mitigate those concerns within ten business days of submitting the audit. 13. Access to the Commission, Emergency Responders and Law Enforcement. (a) The following individuals shall have access to Prime Tree’s premises and its transportation vehicle(s): - Representatives of the Commission in the course of its authorized responsibilities; - Representatives of other state agencies of the Commonwealth; and -Emergency responders in the course of responding to an emergency. 14. Development of new safeguards: Prime Tree’s commitment to security includes an intent to progressively evolve its security requirements and training to fit the present needs of its operation. Prime Tree’s stringent policies and procedures will be monitored by internal audits to ensure satisfactory performance of security measures and employees. Prime Tree will internally develop additional safeguards against new threats through the experience gained from adhering to our security policies, utilizing security controls and monitoring, advancing our electronic surveillance and lighting systems, managing customer purchases, monitoring activity in limited access areas, and processing and storing products in only secure rooms and vaults. Prime Tree intends to work closely with the local community organizations and neighborhoods, local police department, state police and the Cannabis Control Commission in order to develop new strategies and safeguards. 15. Security and Alarm Components: Prime Tree will have a commercial grade electronic security surveillance system that is designed to prevent and detect diversion, theft or loss of marijuana or unauthorized intrusion, by utilizing: a. A perimeter alarm on all building entry and exit points and perimeter windows, if any; b. A failure notification system that provides an audible, text or visual notification of any failure in the surveillance system. The failure notification system shall provide an alert to designated employees of Prime Tree within five minutes after the failure, either by telephone, email and text message; c. A duress alarm, panic alarm or hold-up alarm connected to local public safety or law enforcement authorities; 5 d. Video cameras in all areas that may contain marijuana, at all points of entry and exit and in any parking lot which shall be appropriate for the normal lighting conditions of the area under surveillance. The cameras shall be directed at all safes, vaults, sales areas and areas where marijuana is cultivated, harvested, processed, prepared, stored, handled or dispensed. Cameras shall be angled so as to allow for the capture of clear and certain identification of any person entering or exiting the area; e. Twenty-four hour recordings from all video cameras that are available for immediate viewing by the Commission upon request and that are retained for at least 90 calendar days. Recordings shall not be destroyed or altered, and shall be retained as long as necessary if Prime Tree is aware of a pending criminal, civil or administrative investigation or legal proceeding for which the recording may contain relevant information; f. The ability to immediately produce a clear, color still photograph whether live or recorded; g.A date and time stamp embedded in all recordings, which shall be synchronized and set correctly at all times and shall not significantly obscure the picture; h. The ability to remain operational during a power outage through the use of an onsite power- generator; and i. A video recording that allows for the exporting of still images in an industry standard image format, including .jpg, .bmp and .gif. Exported video shall have the ability to be archived in a proprietary format that ensures authentication of the video and guarantees that no alternation of the recorded image has taken place. Exported video shall also have the ability to be saved in an industry standard file format that may be played on a standard computer operating system. All recordings shall be erased or destroyed prior to disposal. 16. Additional Security and Alarm Components: a. All security system equipment and recordings shall be maintained in a designated secure office location on-site to prevent theft, loss, destruction and alterations. b. Access to surveillance areas shall be limited to persons that are essential to surveillance operations, law enforcement authorities, security system service personnel and the Commission. A current list of authorized employees and service personnel that have access to the surveillance room is available to the Commission upon request. The onsite surveillance room shall remain locked and shall not be used for any other function. c.All security equipment shall be in good working order and shall be inspected and tested at regular intervals, not to exceed 30 calendar days from the previous inspection and test. d. All security equipment shall be in good working order and shall be inspected and tested at regular intervals, not to exceed 30 calendar days from the previous inspection and test. e.Prime Tree shall have an additional back-up alarm system, with all the capabilities of the primary system, provided by a company supplying commercial grade equipment, which shall not be the same company supplying the primary security system. 6 17. Transportation: Transport of marijuana shall be conducted safely in accordance to our Transportation Procedures. 18. Storage Security: Marijuana shall be stored in a safe, steel cabinet, storage container, enclosure or vault having the following minimum specifications: a. the storage structure shall be capable of being locked and either bolted or cemented to the floor and walls in such a way that it cannot be readily removed; b. the storage structure shall be equipped with an alarm system which, upon attempted unauthorized entry, shall transmit a signal directly to a central protection company or a local or State police agency which has a legal duty to respond, or a 24-hour control station operated by Prime Tree or such other protection as the Commission may approve. c. the storage structure shall be made of sufficient quality material to meet or exceed the standards established for the physical security control standards set forth for narcotic treatment programs and compounders under 21 CFR 1301.72(b). d.the storage structure shall remain locked at all times unless when necessary for the transportation of product. e. the storage areas shall be accessible only to an absolute minimum number of specifically authorized employees. When it is necessary for employee maintenance personnel, nonemployee maintenance personnel, business guests, or visitors to be present in or pass through storage areas, Prime Tree shall provide for adequate observation of the area by an employee specifically authorized in writing. f. When several types of marijuana and marijuana products are handled separately by Prime Tree for different purposes (e.g., damaged goods, processed goods, or goods in process), the substances may be stored separately, provided that each storage area complies with the requirements set forth in this section. 19. Cash Handling Procedures: The company shall follow policies and procedures for handling cash on the Marijuana Establishment including storage, collection frequency, and transport to financial institutions. 19.1 Safe Cash Handling Practices: The company shall utilize its safe cash handling and cash transportation to financial institution procedures to prevent theft, loss and associated risks to safety of employees and the general public arising out of a cash business. 19.2 Limits on Cash Handling: The company shall utilize all best efforts to operate a cashless business through the use of wholesale contracts and alternatives to cash including check and bank- to-bank transfers. 19.3 Surveillance of Cash Handling: The company shall install and maintain a video surveillance system with sufficient cameras and lighting to capture footage of all areas where cash is stored, handled, dispensed, kept, or processed. All persons involved in handling cash shall also be visible on the surveillance system. 7 19.4 Financial Institution: The company shall contract with a financial institution to deposit funds from any transaction in which cash is received and to implement adequate security measures and procedures for safe cash handling and cash transportation to the financial institution to prevent theft and loss, and to mitigate associated risks to the safety of employees, wholesale customers and the general public. 19.5 Security Measures: The company shall utilize: 1. An on-site secure locked safe or vault maintained in a secure area separate from public view and easily accessible used exclusively for the purpose of securing cash. 2. Video cameras directed to provide images of areas where cash is kept, handled and packaged for transport to financial institutions or DOR facilities, provided that the cameras may be motion- sensor activated cameras and provided, further, that all cameras be able to produce a clear, still image whether live or recorded; 3. A written process for securing cash and ensuring transfers of deposits to the Marijuana Establishment's financial institutions and DOR facilities on an incremental basis consistent with the requirements for deposit by the financial institution or DOR facilities; and 4. Use of an armored transport provider that is licensed pursuant to M.G.L. c. 147, § 25 (watch, guard or patrol agency) and has been approved by the financial institution or DOR facility, or the use of alternative security provisions, including: i. Requiring the use of a locked bag for the transportation of cash from a Marijuana Establishment to a financial institution or DOR facility; ii. Requiring any transportation of cash be conducted in an unmarked vehicle; iii. Requiring two registered Marijuana Establishment Agents employed by the Licensee to be present in the vehicle at all times during transportation of deposits; iv. Requiring real-time GPS tracking of the vehicle at all times when transporting cash; v. Requiring access to two-way communications between the transportation vehicle and the Marijuana Establishment; vi. Prohibiting the transportation of Marijuana or Marijuana Products at the same time that cash is being transported for deposit to a financial institution or DOR facility; and vii. Approval of the alternative safeguard by the financial institution or DOR facility. PRIMETREE LLC OPERATION AND MANAGEMENT PLAN Founders of the Company: Patrick Maloy is the Chief Executive Officer of Prime Tree LLC and represents a depth of knowledge and experience in the cannabis industry. Patrick cofound Cansortium Holdings in 2015, that became publicly traded in 2018 after becoming a multi-state medical and adult use cannabis manufacturer and retailer with operations in Florida, Texas, Pennsylvania, Puerto Rico, Canada and Colombia. Patrick was the Chief Strategy Officer and then Chief Operating Officer with responsibility to create expansion opportunities, operation teams, and management of each business unit. Patrick transitioned his skills into the cannabis industry from experiences in investment banking, public affairs, technology companies, and healthcare. Patrick began his career as a staff analyst with the Florida House of Representatives Committee on Agriculture researching and drafting legislation on issues related to agricultural policy and food safety. Devon Soloniewicz is the founder of the Northern Lights Hemp Company. Her vast network has made her an internationally sought-after consultant since 2013. She has extensive experience in insurance, executive operations and a myriad of business services. Her company also focuses on branding, growth markets, and providing consulting solutions to key sectors of the industry. She has executed countless strategic relationships that have led to the successful rise of local brands into nationally recognized brands. Devon’s cannabis journey started at a very young age when her mother was diagnosed with epilepsy and plant medicine became a way of life. Through seeing the benefits of this plant first hand Devon has been a lifelong advocate. She uses her personal story to inspire others to become part of this growing industry. Devon regularly speaks at numerous conferences including the New England Cannabis Convention, Homegrown Maine Trade Show, the Boston Freedom Rally, the Kind Mind Campout and many more. She continues to speak, advocate and mentor nationally and internationally on the importance of utilizing every part of the hemp plant as well as best business practices. She is known for being an industry leader for her ability to empower those around her. Jeffrey Pepi is a pioneer in hemp and cannabis advocacy in Massachusetts with Social Equity and Economic Empowerment certification from the CCC based on his background and community service in the City of New Bedford. Jeffrey Pepi evolved his 22+ years of insurance and caring for clients into a passion for helping people and spreading information on the benefits of hemp and cannabis. Jeffrey Pepi is an owner of a boutique CBD retail store in New Bedford and Mashpee. Nicholas A. Gomes is a licensed Massachusetts Attorney operating a diverse general law practice with offices in New Bedford, Fall River and Boston since 2013. Attorney Gomes is experienced in both business and estate planning, municipal and administrative processes, and litigation with client representation across most Counties and Courts of the Commonwealth. Nicholas provides legal services to low-to-moderate income individuals as a member of the Justice Bridge non-profit and pro-bono expungement/sealing of criminal record services. Emergency Contact: The responsible onsite manager and officers for after-hours contact are: Devon Soloniewicz: 207-205-1724 Devon will be an onsite manager and officer responsible for daily operations. Patrick Maloy: 786-247-4998 Patrick is the chief executive and operating officer responsible for overseeing daily operations, expansion, and business opportunities. Jeffrey Pepi: 774-722-3387 Jeffrey is the chief brand executive officer responsible for company relations and business opportunities. Nicholas A. Gomes, Esq.: 508-264-2530 Nicholas is the legal officer responsible for permitting, licensing, and regulatory compliance. Hours of Operation: Prime Tree will be operational 24 hours a day, every day, from Monday through Sunday, to maintain an efficient operation of its marijuana cultivation facility with remote systems in place for constant monitoring and maintenance. Employees will generally work normal 8 hour shifts during the hours of 7 am until 10 pm. Prime Tree anticipates the need to operate outside this time frame if particular circumstances concerning the cultivation process demands it such as emergencies and harvesting protocols. PRIME TREE LLC EMERGENCY RESPONSE PLAN 4 TECHNOLOGY WAY, SALEM, MA 01970 Table of Contents SECTION 1: TO REPORT AN EMERGENCY........................................................................ 1 SECTION 2: INTRODUCTION ................................................................................................ 2 SECTION 3: BUILDING SAFETY FEATURES ..................................................................... 2 SECTION 4: GENERAL EMERGENCY INFORMATION FOR ALL EMPLOYEES ..... 3 SECTION 5: ASSISTANCE FOR PEOPLE WITH DISABILITIES ..................................... 4 SECTION 6: GENERAL EVACUATION/RELOCATION GUIDELINES .......................... 5 SECTION 7: EARTHQUAKE EMERGENCIES ..................................................................... 6 SECTION 8: FIRE/SMOKE EMERGENCIES ......................................................................... 6 SECTION 9: MEDICAL EMERGENCIES ............................................................................... 7 SECTION 10: ROBBERY OR CRIMINAL ACTS ................................................................... 7 SECTION 11: BOMB THREATS ............................................................................................... 7 SECTION 12: IF A SUSPICIOUS PACKAGE OR OBJECT IS FOUND ............................. 8 SECTION 13: EXPLOSION ........................................................................................................ 8 SECTION 14: POWER FAILURE ............................................................................................. 8 SECTION 15: PUBLIC RIOT/CIVIL DISTURBANCE .......................................................... 9 SECTION 16: CHEMICAL SPILLS .......................................................................................... 9 SECTION 17: SHELTER-IN-PLACE GUIDELINES.............................................................. 9 SECTION 18: MANAGING DIFFICULT PEOPLE .............................................................. 10 SECTION 19: CHECKLISTS, FORMS: ................................................................................. 11 BUILDING SAFETY DIRECTOR CHECKLIST .................................................................. 12 EMERGENCY RESPONSE/LIFE-SAFETY TEAM MEMBERS GENERAL RESPONSIBILITIES CHECKLIST ........................................................................................ 13 NEW EMPLOYEE ORIENTATION CHECKLIST .............................................................. 14 SAFETY INVENTORY CHECKLIST .................................................................................... 15 ALTERNATE BUILDING SAFETY DIRCTOR AND DEPUTY SAFETY DIRECTORS RESPONSIBILITY CHECKLIST ............................................................................................ 16 PERSONS WITH DISABILITIES MONITORS RESPONSIBILITY CHECKLIST ......... 17 BOMB THREAT FORM: .......................................................................................................... 18 DAMAGE ASSESSMENT FORM ............................................................................................ 19 EMERGENCY DRILL REVIEW ............................................................................................. 20 ACCIDENT REPORT................................................................................................................ 21 EMERGENCY RESPONSE TEAM TRAINING EVALUATION ....................................... 22 SITE PLAN LAYOUT, EMERGENCY EXIT AND FIRE SYSTEM LAYOUT ................ 23 1 Section 1: TO REPORT AN EMERGENCY Immediately dial 911 for emergencies related to: •FIRE •POLICE •EMERGENCY SERVICES AND AMBULANCE * * * THEN immediately * * * Call the Facility Supervisors: Devon Soloniewicz: 207-205-1724 Patrick Maloy: 786-247-4998 Jeffrey Pepi: 774-722-3387 Nicholas A. Gomes, Esq.: 508-264-2530 * * * AND * * * When the emergency alarm system sounds, everyone is required to immediately evacuate the building. Proceed out of the building and safely gather in the yellow reassembly area: Reassembly Area 2 Section 2: INTRODUCTION The company has created this emergency response plan to be prepared in case of an emergency. The plan requires that all employees be trained and understand the emergency response plan so that it is carried out positively in case of an emergency. The emergency response plan is designed to assist employees before and during an emergency. As part of the company’s ongoing concern for the safety of employees and others who may visit the building, the guidelines and procedures contained in this emergency plan will put into practice and be maintained by the company’s Director of Safety and other designated staff. Employee training and participation is mandatory. Every reasonable effort has been made to ensure the accuracy of these materials. No set of procedures can cover every possible scenario and common sense is the guiding principle when facing an emergency situation. Safety is everyone’s concern. Section 3: BUILDING SAFETY FEATURES The marijuana establishment consists of an 34,000 square feet area within a building located at 4 Technology Way, Salem, MA 01970. The building was constructed in 2010 of concrete foundation and steel exterior. The building is two stories high. The life safety system includes a fire and smoke detection and alarm system, emergency communications system, and fire control panel. The video surveillance is available in real-time with access rights upon request by the police department. The fire control panel monitors the emergency equipment located in the building. Smoke detectors, pull stations, audible alarms, illuminated exit signs, fire extinguishers, and emergency lighting are located throughout the building. The evacuation floor plan that indicates the route of exiting the building and identifying the location of all fire equipment is identified on a posting in the retail area and employee lounge. All doors are fire rated to afford occupants with protection while exiting the building. Fire Alarm & Smoke Detection: Fire alarms and Smoke detectors are located throughout the building. Once activated, a signal will be sent to the fire control panel, which indicates the location of the alarm. Please note that when the alarm system is engaged either through a pull station or smoke detector, an alarm will sound notifying the occupants to exit the building. Security receives the alarm on the fire control panel and will dispatch appropriate building personnel to investigate the matter. Elevators: The building does not have any elevators and no elevators are planned to be installed. Emergency Lighting: An emergency generator operates automatically during a power failure. Emergency lighting is provided in common areas, restrooms, around building exit points. Extinguishers: Inspected and non-expired fire extinguishers are located throughout the building. See floor plans for location of extinguishers in the common areas. Should you use any extinguishers, please notify building management so that a replacement extinguisher can be provided. 3 Public Address: All occupants will be alerted to an emergency situation by audible alarm and emergency announcements made over the public address system. The building supervisor and security staff will use two-way radios to coordinate emergency action. In the event of an emergency, an audible alarm will be heard. The sound of the alarm is a slow whoop. White flashing strobe lights will also activate in the common areas, restrooms and around building exit points for the hearing impaired. The public address system will be used during emergencies to provide relocation/evacuation instructions and other information. When the announcements occur, relocate to an area in which you can clearly hear the announcement, and immediately proceed to an exit point to reach the reassembly area. SECTION 4: GENERAL EMERGENCY INFORMATION FOR ALL EMPLOYEES In the event of an emergency, Managers and Supervisors will give instructions to employees and any members of the public in the building, close doors, and provide other required safety and first aid measures, unless otherwise directed by emergency response personnel. Some emergencies may require evacuation of the building. In this event verbal notice and/or alarms will be used to sound the evacuation. • Remain calm and orderly; walk quickly but do not run. • Follow instructions of Managers or other emergency personnel. • Give assistance to any disabled persons in the area. • Exit by the nearest exit point; • Go to the assigned re-assembly site, outside area away from the building. Keep roadways and walkways clear for emergency personnel and vehicles. Our designated meeting place is grassy area to the south of the building and main consumer entrance to the facility. Check in with your Manager or Supervisor so that you can be accounted. WAIT FOR INSTRUCTIONS. Do not panic and remain calm. Assist those around you if possible. Do not re-enter the building until instructed to do so by Managers or emergency personnel. • Become familiar with emergency procedures before an emergency. • Review this plan twice each year, with self-assessment to ensure familiarity with: -Fire extinguisher locations & use -Occupancy issues -All emergency exits - seek a primary and secondary exit point. -Location of first aid kits -Location of other safety/emergency supplies • If smoke is filling the building: -Pull the fire alarm box. Call 9-1-1 to report the fire and then call the Facility Supervisors -Crawl on your hands and knees to the nearest designated exit. DO NOT enter a smoke- filled room unless it is the only option for escape. Use an alternate exit if possible. • If you can’t evacuate: 4 - In a fire or earthquake where exiting appears unsafe or blocked, it is best to remain in your office or take refuge in a safe area. If a fire occurs, close all doors and seal off cracks. - In the event of a systems failure and there is no public address, follow the directions of Managers and Facility Supervisors. • If you discover a fire: -If it is a small fire you may attempt to put it out with a fire extinguisher after pulling the fire alarm first. REMEMBER THE ABBREVIATION “PASS”: P - pull pin, A - aim hose at base of flame, S - squeeze handle, S - sweep from side to side. -Keep yourself between an exit and the fire at all times. Do not risk your life for large and out of control fires- make your way to an exit immediately. Do not go past the fire to retrieve a fire extinguisher. Use two people if possible, one standing behind the person with the extinguisher watching and using safety precautions. -If the fire can’t be put out, all personnel should be promptly notified so everyone can leave the area and exit the building. -Close doors behind you as you leave to slow down the spread of the fire. Proceed to an exit point to evacuate the building and gather at the assembly area. • Be careful about opening doors: -Touch closed doors with the back of your hand before opening them. -If the door feels hot or warm, go to an alternate exit. A fire on the other side could blast through if the door is opened. • If your and/or someone’s clothes are on fire: Remember “STOP – DROP – ROLL” -“Stop (cover your face with hands), Drop(to the floor), and Roll” -If you are helping someone else, Smother the fire with a fire resistant blanket, rug, or heavy coat. -Call for medical help. -Remove any smoldering clothing if it is not stuck on. Remove any jewelry on the burn victim. Cool the burn area with cold running water if possible. Administer further first aid if trained. SECTION 5: ASSISTANCE FOR PEOPLE WITH DISABILITIES Evacuation or Relocation of People with Disabilities: Ask the person what type of assistance he/she requires. Follow the instructions carefully; the individual you are assisting knows what is best for him/her. Remember, people have rights and all persons shall be respected. Life-safety team members should notify the Building Safety Director that the individual is being evacuated or relocated to an Area of Rescue Assistance. All persons with a disability shall be evacuated as a priority and relocated only if an exit is blocked. Ask the person to explain the special circumstances which necessitated the relocation (e.g. wheelchair with oxygen, individual too heavy to lift, etc.). Team members must also notify the 5 Building Safety Director of individuals who do not evacuate or who have special evacuation needs. Evacuate all persons in wheelchairs. In the event a wheelchair is unable to be removed or easily transported, remove the person as a priority. Carry the individual to safety if necessary. Once the person is removed from the wheelchair, know that this person may be unable to move from that position or location independently. The building supervisor director must immediately notify on- scene Fire or Police personnel of this person’s location. If time and safety permit, tag the wheelchair with the owner’s name. Attempt to reunite the owner with the wheelchair as quickly and safely as possible. Service animals must be evacuated with their owner. Provide verbal instructions and information for people with impaired vision. Direct persons with hearing disabilities to the exit points and flashing emergency signals. Turn lights off and on to attract the attention of people with hearing limitations if necessary. (NOTE: After an earthquake, DO NOT turn any switches on or off until you are sure there is no gas leak.) Check work spaces, bathrooms and areas of common use. Use the building safety supervisor’s preprinted “EVACUATE NOW!” placards found in the fire binder to direct people with hearing impairments. Section 6: GENERAL EVACUATION/RELOCATION GUIDELINES Only initiate an evacuation or relocation if conditions present a threat to life, safety, or if you are instructed by fire or police personnel, or public address announcement to evacuate. Do NOT automatically evacuate or relocate after an earthquake. • Identify life-safety team members. Designate the exits to be used and destination. Give each of them an “EVACUATE NOW!” Placard. • Building Safety Director will sweep the floor, instructing employees to “Evacuate/relocate to assembly area. Areas to be checked are: Restrooms, Cultivation Room, Manufacturing Room, ˆ Offices, and Common areas • Check floor for people needing assistance. Assign responsible staff to them as available. • When all personnel and visitors have evacuated/relocated, conduct a final sweep of the floor before proceeding to re-assembly area. • At the pre-designated assembly area, check off names of personnel known to have been on the evacuated areas. • Upon arrival outside of building, immediately report location and condition of individuals who could not be evacuated/relocated. Report to security/emergency responders that assistance is needed. • Reassure employees and visitors to keep calm and orderly. Provide them with pertinent information. REASSMBLY AREA ON PAGE ONE. 6 Section 7: EARTHQUAKE EMERGENCIES During an earthquake: If you are in the building, STAY INSIDE. DO NOT EVACUATE. If you are outside, STAY OUTSIDE. Move to an open area away from the building, trees, power lines, and roadways. Call out “EARTHQUAKE, DUCK, COVER AND HOLD” Duck, cover and hold. Wait until ground-shaking stops. Visually assess safety before emerging. REMEMBER, AFTERSHOCKS MAY OCCUR. Keep away from overhead fixtures, windows, filing cabinets and bookcases. Assist any disabled persons in the area and find a safe place for them. After an Earthquake: Call out, “Is everyone Okay?” -Do not evacuate unless you are instructed to do so by the Building Safety Director/Building Security or other authority. -Assign responsible employees to assist with rescue, first aid and hazard mitigation. -Assign life-safety team members to verify the safety and well-being of employees or visitors with disabilities. -Access emergency supplies. -Assign life-safety team members to conduct damage assessment. -Check for safety hazards; fire, electrical, gas leaks, water supply, etc. Send preliminary damage assessment information via a “runner” to the Safety Director or Alternate Safety Director. - Encourage employees and visitors to stay in their area of the building until the area outside has been checked for falling debris, electrical wires, etc. Do not use land-line telephones. Place all phones back on-hook. Section 8: FIRE/SMOKE EMERGENCIES • Designate someone to call 9-1-1. • Notify Building Safety Director and give location of smoke/fire as required. • Extinguish small, incipient fires, as trained. • Designate request a life-safety team member to monitor and engage. • Designate a life-safety member to assist any disabled employee and/or visitors. • Designate a life-safety team member to alert occupants to emergency conditions. • Post a blank sheet of paper on the door or window of an area where people have taken refuge. • Conduct a final “sweep” check of floor to confirm complete evacuation. • Notify fire or police personnel as to the location of people who have not been evacuated and/or wheelchairs and other special devices. • Notify fire or police personnel as to the location of people who have been evacuated without their wheelchairs. 7 • At pre-designated assembly area, cross-check names on employee roster with employees present. • Report names of employees unaccounted for to Building Safety Director or to management. Section 9: MEDICAL EMERGENCIES In the event of a serious illness or injury on company grounds, immediately call security and/or Safety Director. Note any jewelry with an inscription of medical information and give appropriate first aid until the paramedics arrive. Do not move the victim unless necessary. • Assign life-safety team member to call 9-1-1. • Notify the Building Safety Director. • Stay with the victim until help arrives. • Provide first aid, as trained. • Ask someone to notify victim’s supervisor of incident. • Secure employee/victim’s personal belongings. • Send someone to meet emergency responders and escort to victim. • Notify employee/victim’s emergency contact person. In the event of a non-emergency illness or injury on company grounds, notify your Supervisor or Manager. • Fill out all required forms to report injury/problem. Follow procedures for filing report. Section 10: ROBBERY OR CRIMINAL ACTS In case of a robbery or other criminal acts, security, managers, and safety directors shall seek to safely notify the police of the crime through one of the several silent alarms located in the building. • All employees shall remain calm and follow the instructions of the perpetrator. • Contact the police as soon as it is safe to do so. • Do not seek to confront or apprehend the perpetrator unless it is safe to do so and in the best interest of resolving the conflict. Section 11: BOMB THREATS • In case of a bomb threat or other emergency, call 9-1-1 and notify security, managers, and safety directors. • Follow ALL instructions given by the police dispatcher. • Isolate the employee who received the threat. • Alert employees and visitors not to turn on or use radios. • Evacuate one area at a time in the following sequence: 8 1) Area on which a device is located 2) Areas closest to the device 3) Remaining areas. Section 12: IF A SUSPICIOUS PACKAGE OR OBJECT IS FOUND • Assign a life-safety team member to prevent anyone from approaching or touching unidentified packages or objects. • Evacuate the area of the suspicious package. • Initiate an evacuation away from the floor on which a suspicious device is located. • Take roll call of evacuated employees upon arrival at the predesignated assembly area. • Report all pertinent information to police personnel arriving on the scene. • Lead employees back to their floor after police personnel have secured the building. Section 13: EXPLOSION In the event of an explosion in the building, employees should take the following actions: • Immediately take cover under tables, desks, or other such objects which will give protection against flying glass or debris. • After the effects of the explosion have subsided, call 9-1-1 and Building Safety Director • If necessary, activate the building’s alarm system. • Evacuate the immediate area of the explosion. • Seek and assist injured and disabled persons in evacuating the building. • Exit by way of the exit points, after they have been inspected for damage. Do not use electrical equipment. • Once outside, move at least 150 feet away from the building. Keep roadways and walkways clear for emergency personnel and vehicles. • Wait for further instructions from emergency personnel. Do not re-enter the building until instructed to do so. Section 14: POWER FAILURE In the event of a power failure: • Keep at least one flashlight ready to use. • Keep calm. • In the event of a power failure the Building is equipped with an emergency generator which will activate automatically to run all life safety systems. • Turn off computer equipment, electrical equipment, and appliances. 9 Section 15: PUBLIC RIOT/CIVIL DISTURBANCE • Follow the instructions of the Building Safety Director, Alternate, or in their absence, other senior management personnel. Employees will be notified over the public address system when it is safe to leave the building. • Avoid the area of disturbance. Avoid moving about or leaving the building. • Safety Directors should check that all doors are closed and the blinds or drapes are drawn. • Avoid windows. • Lock all entrance doors to offices. • Report any suspicious person to Front Desk, Security and to the Building Safety Director and to the Police Department. • Security will lock off lobby doors. • Security will secure areas and lock them in the area they are in if the building is entered by unauthorized persons. Section 16: CHEMICAL SPILLS If immediate hazard exists, call the safety director and evacuate the area. • Do not breathe in or touch the chemicals. • Confine the spill. • Evacuate the immediate area and limit access. • Notify the nearest Supervisor or Manager. If a person is contaminated by a chemical: • Take off contaminated clothing. • Flush skin with cool water immediately for 15-30 minutes. • Call security and/or safety director who will contact emergency personnel if necessary. • Assist with first aid. Section 17: SHELTER-IN-PLACE GUIDELINES If you are told to Shelter-in-Place: • Keep all windows closed. • Turn off all fans, heating and air conditioning systems. • Go to an above ground room with the fewest windows and doors. • Wet some towels and jam them in the crack under the doors, if fumes are coming in. • Tape around doors, windows, exhaust fans or vents. Use plastic garbage bags to cover outlets and heat registers. • If you are told there is danger of explosion, close the window shades, blinds or curtains. To avoid injury, stay away from the windows. • Stay in the room/office and listen to your radio/Building Management or your supervisor until you are told all is safe or you are told to evacuate. 10 Section 18: MANAGING DIFFICULT PEOPLE • Don’t over react. Be assertive but not aggressive. DON’T TAKE IT PERSONALLY. • Speak in a clear, firm voice. • Maintain eye contact with the individual. This helps “ground” the person. • Assist co-workers who might be in a difficult situation. Page or phone them to diffuse a tense situation. • Notify your supervisor immediately. The supervisor will decide if the police should be called. • Maintain space or a barrier (desk or counter) between you and the harasser. He/she may feel challenged or threatened if his/her personal space feels violated. • Don’t threaten or raise your voice. • Don’t show visible anger or fear. • Don’t argue or engage in name-calling. • Limit your body movements -- keep arm and hand gestures calm and still. • Don’t lie or give incorrect information. • Listen to the person. DON’T INTERRUPT. Respond after he/she has finished. 11 Section 19: Checklists and Forms: 12 BUILDING SAFETY DIRECTOR CHECKLIST ___Establish and coordinate emergency operations for the building and its staff. ___Implement and maintain the facility emergency plan. ___Assign responsible persons to the positions of deputy safety director from the management staff. ___Solicit responsible persons for the position of deputy safety director. ___Educate and train the deputy safety directors about their duties. ___Check on the availability of the deputy safety directors on a regular basis. ___Arrange for a proper program of accountability regarding who is available, what training is required. ___Train the deputy fire safety director and engineers on the operation of the fire control panel. ___Train these operators to perform the duties of the building safety director during periods when the building is not normally occupied and the building safety director is not on the premises. ___Maintain a plan for inspection and periodic testing to provide for the ready use of the life safety system, emergency generator, emergency lighting, fire alarms, smoke detectors, sprinkler system, voice notification system, HVAC system. ___Instruct deputy safety directors in the daily visual inspection of fire and life safety equipment on their floor or in their area. ___Conduct annual fire safety drills with all occupants of the building. ___Establish a program, along OSHA guidelines, to educate personnel in the use of fire extinguishers. ___Develop a program for the education of new employees and the re-education on a regular basis of all employees. ___Maintain a fire binder for the fire department’s use on premises and provide the fire department with a copy of the fire binder and all updates. This binder should include floor plans of the building, a description of the fire control system, and the names and location of physically challenged employees who work in the building. ___Check that the deputy safety directors have, prior to an emergency, assigned persons to assist non-ambulatory and physically challenged individuals in the event of an emergency. In case of fire: ___Implement the fire emergency plan ___Have a reliable method of promptly notifying the fire department or other emergency services. ˆ Keep the lobby clear for responding fire units. ___Hand to the first arriving fire chief a prepared fire binder. ___Be able to advise fire fighters about the HVAC system operation, other service equipment in the building, cut off valves for electric and gas lines and other information pertaining to the building. ___Be aware of the fire department’s fire attack procedures. ___Be able to provide the fire department with keys to locked rooms, closets, secured areas, and keys required for emergency devices and equipment. 13 ___Advise the fire department upon their arrival to the building of the location of non- ambulatory and physically challenged individuals. ___Maintain the re-set directions for all automatic fire equipment. Fire Drills: All employees are required to participate in a fire drill at least once a year. ___Notify and schedule all deputy safety directors for a fire drill. Tell them to review their manuals and to have their team members do the same so that all can refresh their memories about how the team should function. ___Use the public address system to announce that a fire drill is being conducted and sound the alarm. ___After the drill, a team meeting will be held to audit the drill response and gather ideas on bettering the drills and responding to real emergencies. Deputy Safety Director: ___Will assume the duties of the building safety director in his/her absence. ___Perform all tasks assigned by the building safety director. EMERGENCY RESPONSE/LIFE-SAFETY TEAM MEMBERS GENERAL RESPONSIBILITIES CHECKLIST ___Maintain up-to-date roster of life-safety team members. ___Attend annual refresher training, as scheduled by the facility supervisors. ___Maintain roster of full-and part time staff, including information pertaining to special needs (refer to sample “Employee Roster”). ___Orient new employees to safety features of the building and responsibilities associated emergency responses. ___Participate in annual emergency drill, as coordinated by the Building Safety Director ___Complete quarterly safety inspection of individual work spaces and common areas. (Check for non-structural and fire hazards.) ___Submit Safety Inventory Checklist to Safety Director within one week following the inspection. ___Facilitate mitigation efforts as instructed by the Building Safety Director. LIFE-SAFETY TEAM ROSTER Name Title Contact Devon Soloniewicz: Building Safety Director 207-205-1724 Patrick Maloy: Deputy Safety Director 786-247-4998 Jeffrey Pepi Deputy Safety Director 774-722-3387 Nicholas A. Gomes, Esq. Deputy Safety Director 508-264-2530 14 NEW EMPLOYEE ORIENTATION CHECKLIST ___Location of emergency exits. ___Location of fire alarm pull stations ___Location of fire extinguishers. ___Location of first-aid kits. ___Review of 9 -1-1 guidelines. ___Recommended personal emergency supplies. ___Availability of Area of Rescue Assistance. ___Evacuation procedures; pre-designated assembly area: ___Relocation procedures; pre-designated assembly area; ___Special needs. ___Introduction to life-safety team members. ___COVID-19 Protocols 15 SAFETY INVENTORY CHECKLIST DATE OF INVENTORY: AREA INSPECTED: STATUS OF EMERGENCY EXITS: MITIGATION REQUIRED: DATE OF CORRECTION: WORK SPACE CONDITIONS: MITIGATION REQUIRED: DATE OF CORRECTION: STATUS OF CORRIDORS/AISLES: MITIGATION REQUIRED: DATE OF CORRECTION: STATUS OF AREA OF RESCUE ASSISTANCE: MITIGATION REQUIRED: DATE OF CORRECTION: STATUS OF EMERGENCY SUPPLIES/FIRST AID KITS: MITIGATION REQUIRED: DATE OF CORRECTION: SUPPLIES NEEDED: DATE SUPPLIES ORDERED: DATE OF FIRE EXTINGUISHER SERVICE: 16 ________________________ ____ Signature of Safety Director Date ALTERNATE BUILDING SAFETY DIRCTOR AND DEPUTY SAFETY DIRECTORS RESPONSIBILITY CHECKLIST The Alternate Safety Director will consist of other senior management personnel. Responsibilities are as follows: ___Assist with evacuation when an alarm has been activated. Make decision to evacuate in cases other than when an alarm has been activated in Building Safety Director’s absence. ___Ensure that disabled visitors or other persons in the building will receive assistance in evacuating the building when notified. ___Provide leadership, assistance and follow-up to ensure establishment and continuity of the facilities’ Emergency-Evacuation Plan. ___Assist in providing Managers with information and guidance for development of emergency preparedness activities. ___Familiarize oneself with the Building Safety Director’s Responsibility checklist. ___Ensure safety and evacuation of all occupants ___Prior to an emergency, assign two people and an alternate to assist non-ambulatory and physically challenged persons. Maintain a record of all physically challenged persons in your area. Updated lists should be sent to the security office whenever there are changes. ___Monitor your area for equipment malfunction or safety hazards and report any findings to building management. Use the safety report form for all incidents. Make a daily check that fire exit doors are close and entry/exit points are unobstructed. ___Ensure that the floor plan showing evacuation routes and other fire/life safety information is posted in a common area & accessible to all employees. Speak to employees about evacuation routes informally. ___Establish communications with the Building Safety Director at the first indication that an emergency situation exists within the building WHEN AN ALARM HAS NOT BEEN ACTIVATED. ___Notify monitors to implement emergency procedures. ___Receive and report any unsafe conditions on floor/stairway areas. Receive reports from Area ___Directors and Monitors that all areas have been evacuated. ___Exit building and direct individuals to the assembly area. 17 PERSONS WITH DISABILITIES MONITORS RESPONSIBILITY CHECKLIST ___Go immediately to the location of the disabled person and assist in his/her evacuation from the building. ___Make prior arrangements to locate and identify which disabled persons working in the building would need assistance during an evacuation. ___Wherever possible, arrangements should be made with disabled persons, and those who normally provide transportation for him/her, to continue to provide transportation away from the area in the event it becomes necessary. ___Notify the Manager and Building Safety Director of disabled persons and direct emergency response personnel to assist in evacuating the disabled person. 18 Bomb Threat Form: Questions to ask: Exact wording of threat: _______________________________ 1) When is the bomb going to explode? _______________________________ 2) Where is it right now? _______________________________ 3) What does it look like? _______________________________ 4) What kind of bomb is it? _______________________________ 5) What will cause it to explode? _______________________________ 6) Did you place the bomb? _______________________________ 7) Why? _______________________________ 8) What is your address? _______________________________ 9) What is your name? _______________________________ What is caller’s: Sex:______Approximate Age: _____ Caller’s voice: Who did it sound like?_________ ˆ Calm ˆ Laughing ˆ Lisp ˆ Disguised ˆ Angry ˆ Crying ˆ Raspy ˆ Accent ˆ Excited ˆ Normal ˆ Deep ˆ Familiar ˆ Slow ˆ Distinct ˆ Ragged ˆ If voice is familiar, ˆ Rapid ˆ Slurred ˆ Clearing throat ˆ Soft ˆ Nasal ˆ Deep breathing ˆ Loud ˆ Stutter ˆ Cracking voice Background sounds: Phone line sounds: ˆStreet noises, ˆHouse noises, ˆFactory machines, ˆLocal, ˆCafe/bar, ˆMotor, ˆOffice machines, ˆLong distance, ˆVoices, ˆClear, ˆAnimal noises, ˆOther:________ ˆMusic Threat language: ˆWell spoken, ˆFoul, ˆIncoherent, ˆIrrational Remarks:__________________________________ 19 DAMAGE ASSESSMENT FORM Location: Damage Code: Location: Damage Code: Location: Damage Code: Location: Damage Code: Location: Damage Code: Location: Damage Code: Location: Damage Code: Location: Damage Code: Location: Damage Code: Location: Damage Code: Searched on Date/Time: Searched by: Damage Codes: F= Fire FT = Furniture tipped E = Electrical damage CW= Cracked walls CC = Cracked ceiling DJ = Door jammed TV= Trapped victim W = Water leak G = Gas leak WC = Cracked window CS = Chemical spill O = obstruction DN = Disabled needs assistance R = Restroom/plumbing 20 Emergency Drill Review Date: Time of drill: Completion Scenario: Areas involved: Shift involved: Name of Department Observers: ________________________________________ Problems noted: Recommended retraining: Recommended mitigation: Signature: _____________________________ Date: ____________ 21 ACCIDENT REPORT NAME(S) OF AFFECTED ASSOCIATE(S): DEPARTMENT: ACCIDENT/INJURY REPORTED TO: DATE OF ACCIDENT/INJURY/ILLNESS: TIME: NATURE OF ACCIDENT/INJURY/ILLNESS: PART(S) OF BODY AFFECTED: SITE OF ACCIDENT/INJURY: DID YOU/WILL YOU SEEK MEDICAL ATTENTION? YES NO COMMENTS: _____________________ _________ SIGNATURE DATE PLEASE TURN THIS FORM IN AS SOON AS POSSIBLE 22 EMERGENCY RESPONSE TEAM TRAINING EVALUATION Please fill in the blank or check the box(es) that most accurately reflect your impressions of this training. The goals and objectives for the training were: Clearly identified Somewhat clear Unclear No opinion The length of the presentation was: Adequate Too long To short No opinion The pace of the presentation was: Adequate  Too fast  Too slow No opinion The presenters’ understanding of the material was:  Thorough  Adequate  Insufficient No opinion The presentations were:  Informative Not informative  No opinion The written materials were:  Useful  Not useful  No opinion The video(s) were: Useful  Not useful  No opinion The training could have been improved by: Topics I would like to have training on in the future include: ____________________________ __________________ Name: Dept.: 23 Section 20:EMERGENCY EXIT AND REASSEMBLY AREA PRIME TREE LLC PLAN TO REMAIN COMPLIANT WITH LOCAL ZONING Prime Tree LLC (“Prime Tree”) will remain compliant at all times with the local zoning requirements set forth in the City of Salem’s Zoning bylaws, ordinances and regulations, including the selection of its prospective Marijuana Establishment at 4 Technology Way, Salem, MA 01970. The proposed location is in compliance with 935 CMR 500.110(3) because it is not located within 500 feet of an existing public or private school providing education to children in kindergarten or grades 1 through 12. Prime Tree will apply for any local permits required to operate a Marijuana Cultivator and Marijuana Product Manufacturer at the proposed location. Prime Tree will comply with all conditions and standards set forth in any local permit required to operate with the intended uses at the proposed location. Prime Tree will attend all meetings with various municipal officials and boards to discuss its plan for a proposed Marijuana Establishment in an effort to execute a Host Community Agreement with the City of Salem. Prime Tree will continue to work cooperatively with various municipal departments, boards, and officials to ensure that Prime Tree remains compliant with all local laws, regulations, rules, and codes with respect to design, construction, security, operation, and licensure. Prime Tree LLC 4 Technology Way, Salem, MA 01970 Business Plan for a Marijuana Establishment under 935 CMR 500.000 Cannabis Control Commission Applications # MCN 283233 and MPN281993 ______________________________________________________________________________ 1 PROPOSED TIMELINE Tradesman Exchange LLC, seeks to obtain the necessary permits and licenses as follows: Date Event MARCH 2021 Host Community Agreement Signed MARCH 2021 Cannabis Control Commission (CCC) Application submitted APRIL 2021 Local Special Permit Approval JULY 2021 CCC issues Provisional License JULY 2021 Submit Architectural Plan for review by CCC AUGUST 2021 Phase one Construction 10,000 square feet cultivation space; OCTOBER 2021 Final License Issue NOVEMBER 2021 Commence Operations PLAN FOR OBTAINING LIABILITY INSURANCE Prime Tree LLC, shall obtain sufficient liability insurance to at least meet the minimum requirements under the regulations 935 CMR 500.105(10). Prime Tree LLC will obtain, once licensed, a policy that shall include general liability and product liability insurance coverage of no less than $1 million per occurrence and $2 million in aggregate annually. The deductible for each policy can be no higher than $5,000 per occurrence. Prime Tree LLC will consider additional coverage based on availability and a beneficial cost-benefit analysis. 1 PRIME TREE LLC PLAN TO POSITIVELY IMPACT AREAS OF DISPROPRTIONATE IMPACT 1. General: Prime Tree LLC (“Prime Tree”), is dedicated to serving and supporting populations falling within areas of disproportionate impact, which the Commission has identified as the following: i. Past or present residents of the geographic “areas of disproportionate impact,” which have been defined by the Commission and identified in its Guidance for Identifying Areas of Disproportionate Impact; ii. Commission-designated Economic Empowerment Priority Applicants; iii. Commission-designated Social Equity Program participants; iv. Massachusetts residents who have past drug convictions; and v. Massachusetts residents with parents or spouses who have drug convictions. To support the groups of people from these populations, Prime Tree has created this Plan to Positively Impact Areas of Disproportionate Impact (“Positive Impact Plan”). Prime Tree intends to be a major resource and advocate for the economic empowerment and community uplifting of all individuals and areas affected by the war on drugs through its Positive Impact Plan. Prime Tree is focusing its attention on the disproportionately impacted areas both across all of Massachusetts and closest to our facility including the Cities of Lynn, Revere, and Chelsea. 2. Compliance: Prime Tree shall adhere to all laws in fulfilling its positive impact plan, including, but not limited to the requirements set forth in 935 CMR 500.105(4) which provides the permitted and prohibited advertising, branding, marketing, and sponsorship practices of Marijuana Establishments. This plan, and all actions taken by Prime Tree, will not violate the Commission’s regulations with respect to limitations on ownership or control or other applicable state laws. The progress or success of this plan will be demonstrated upon each license renewal period, commencing one year from provisional licensure. 3. Goals: I. Creating economic opportunity for individuals from areas disproportionately impacted. II. Assisting individuals impacted directly and indirectly by past drug convictions. III. Donating time, organizational skills, and money to provide wrap-around services and food pantry services to local residents of Lynn, Revere, and Chelsea. 4. Programs: I. Creating economic opportunity for the community. 2 Prime Tree will create economic opportunity for the community directly through its hiring practices for employees and third-party vendors with a focus on hiring local residents and businesses from the areas indicated as disproportionately impacted with a preference for Lynn, Revere, and Chelsea. Prime Tree seeks to hire at least one of its employees and one of its third- party vendors from areas indicated as disproportionately impacted with a preference for Lynn, Revere, and Chelsea. Prime Tree promotes full participation in the cannabis industry and intends to benefit the local community and economy of those areas disproportionately impacted and closest to our facility. Prime Tree will keep statistical data to ensure its efforts of hiring employees and third-party vendors in accordance to this Positive Impact Plan are met. As a fellow Economic Empowerment company, Prime Tree intends to expand upon its economic impact indirectly through programs designed to assist the local economy and Commission-designated Economic Empowerment applicants and Social Equity Program participants. We intend to assist individuals in entering the adult-use cannabis industry by reducing access barriers. Our hiring practices, community outreach, educational seminars, and volunteer training program will ensure increased economic opportunities in the adult-use cannabis industry is realized for individuals designated as Economic Empowerment and Social Equity. We intend to hire at least one employee or intern training program per year in hopes of establishing training and experience to help them in their career in the marijuana industry. Prime Tree will keep statistical data to ensure its efforts of hiring employees and training through an internship initiative in accordance to this Positive Impact Plan are met. Prime Tree will be providing our time, skills, and finances towards promoting our own employee base as well as helping others seeking to enter the industry. II. Assisting individuals impacted directly and indirectly with past drug convictions. Prime Tree intends to assist individuals who have direct past drug convictions and their friends and families dealing with the collateral effects of those charges. Prime Tree intends to sponsor time and funding to the non-profit, Justice Bridge, affiliated with the University of Massachusetts School of Law, which provides low-moderate income individuals with access to justice. Prime Tree’s counsel, Nicholas A. Gomes, Esq., is a participant of the Justice Bridge program and will continue on a limited basis to assist with cases regarding individuals dealing with issues from past drug convictions. Attorney Gomes has successfully held two expungement workshops a part of a national campaign to raise awareness with a focus on crimes associated with the war on drugs. Attorney Gomes will continue through Justice Bridge in providing legal services for expungement and sealing of criminal records with a focus on crimes associated with the war on drugs. Prime Tree seeks to sponsor peer groups for assisting families and friends affected by past drug convictions in Lynn, Revere, and Chelsea. Prime Tree has not identified any peer groups assisting families and friends affected by past drug convictions, but will specifically engage the community for a sponsor peer group. Prime Tree will post quarterly advertisements in the local newspapers, and engage in monthly online marketing promotions seeking Massachusetts residents who have past drug convictions for employment and sponsoring peer groups for such individuals and their families. 3 III. Donating time, organizational skills, and money to provide wrap-around services and food pantry services to local residents of Lynn, Revere, and Chelsea. Prime Tree will assist the local communities disproportionately impacted by supporting local organizations and charities that provide wrap-around services and food pantry services to individuals from Lynn, Revere, and Chelsea as follows: a) Volunteering no less than five (5) hours per month to support programs (such as evening meal program); b) Hosting quarterly resume writing, interview skills workshops, and other workforce development initiatives; c) Hosting food drives to support local organizations; and d) Meeting no less than monthly with the Executive Director of the local charity to coordinate monthly program directives and needs. 5. Reconciliation of Plan Success through Metrics: Prime Tree will reconcile the success of its positive impact plan by performing quarterly reviews of company statistics, third-party publications, and personnel reports relative to all actions taken to reach the three goals. In an effort to fully understand the impact of Prime Tree’s success, quality reporting from employees involved in effectuating the positive impact plan will be reviewed and recommendations implemented. The progress or success of its plan shall be documented upon renewal of its license each year, commencing upon one year from a provisional licensure. Prime Tree will secure letters from the organization detailing the donations made and volunteer hours spent a part of its metric of compliance and success of the Positive Impact Plan. Prime Tree’s measurement metrics seek to identify the: 1. the value of economic opportunity created for the communities including new employment and new businesses; 2. the number of individuals hired or trained from the areas of disproportionate impact; 3. the number of business vendors hired from the areas of disproportionate impact; 4. the number of hours spent volunteering at local charities; 5. the monetary amount of donations to local charities and its impact; 6. The amount of hours spent volunteering at local charities; and 7. the number of events and seminars held for promoting wellness, industry employment, workforce development, healthy lifestyles, and substance abuse prevention. 1 PRIME TREE LLC MARIJUANA CULTIVATION OPERATIONS PLAN AND PROCEDURES SUMMARY 1. General: Prime Tree is seeking a Tier 2 Cultivation License for up to 10,000 square feet of canopy with room to grow up to 30,000 square feet of canopy at its location of 4 Technology Way, Salem, MA 01970. 2. Acquisitions: Prime Tree shall either cultivate its own marijuana or acquire marijuana from other duly licensed Marijuana Establishments for the purposes of propagation. Prime Tree intends to cultivate the majority of its own marijuana. 3. Cultivation Team: The cultivation area shall be staffed and managed by an experienced Head of Cultivation responsible for ensuring compliance with all cultivation policies and procedures. The Cultivation team shall include a full time Head of Cultivation and a combination of full time and part time cultivation assistants responsible for the cultivation cycles, maintenance, drying, and processing. 4. Cultivation Practices: The Cultivation Team shall use all best management practices and protocols to yield a high quality product safe for consumption. 5. Sales: Prime Tree shall only sell its marijuana for adult use sale to other duly licensed Marijuana Establishments through wholesale contracts. 6. Designated area: All phases of the cultivation, processing, and packaging of marijuana by Prime Tree shall take place in a designated secure area that is not visible from a public place without the use of binoculars, aircraft or other optical aids. This area shall be kept secure in accordance to Prime Tree security procedures. Prime Tree shall implement cultivation operations inside its building. 7. Pesticides: Prime Tree intends to not use any form of pesticides in its cultivation procedures. In the event pesticides are used then all applications shall be performed in compliance with M.G.L. c. 132B and the regulations promulgated at 333 CMR 2.00 through 333 CMR 14.00. Any testing results indicating noncompliance shall be immediately reported to the Cannabis Control Commission. 8. Testing: Prime Tree shall document its compliance with the testing requirements of 935 CMR 500.160, a part of its cultivation procedures including assessments, independent testing, response to laboratory results, notification to the Cannabis Control Commission, and disposal. 9. Organic Labeling: Prime Tree shall only label its marijuana as “organic” if its cultivation is consistent with US Department of Agriculture organic requirements at 7 CFR 205. Prime Tree intends to comply with said regulation by cultivating with organic measures. 10. Soil: Prime Tree shall use soil meeting federal standards identified by the Commission. 2 11. Contaminants: Cultivation practices and procedures are designed to limit contamination including, but not limited to, mold, fungus, bacterial diseases, rot, pests, pesticides not in compliance with 500.120(5) for use on marijuana, mildew, and any other contaminant identified as posing potential harm. 12. Plant Nutrient: All application of plant nutrient to land used for the cultivation of marijuana shall comply with St. 2012, c. 262, as amended by St. 2013, c. 118, § 26, and 330 CMR 31.00: Plant Nutrient Application Requirements for Agricultural Land and Non-agricultural Turf and Lawns. 13. Inventory: All marijuana plants and each phase of its development shall be tracked with a real-time inventory system and reviewed to ensure all marijuana product is properly cultivated, processed and sold to consumers lawfully. The inventorying procedure shall identify, record, and report diversion, theft, or loss. Prime Tree shall review the data so errors and inaccurate are corrected. Inventory shall be conducted on a monthly basis to determine cultivation amounts, finished, and stored marijuana. A comprehensive annual inventory shall also be conducted. All inventorying shall be transcribed by an oral recording device. The record of each inventory shall include the date, names and signatures of the individual conducting the inventory and summary of findings in compliance with 935 CMR 500.105(8). 14. Recalls: Prime Tree’s real-time inventory tracking and security measures shall be adequate to deal with recalls due to internal voluntary action or any action initiated at the request or order of the Cannabis Control Commission, to remove defective or potentially defective marijuana from the market, as well as any action undertaken to promote public health and safety. 15. Segregation and Destruction: Any outdated, damaged, deteriorated, mislabeled, or contaminated marijuana shall be segregated from other marijuana for market and destroyed. Such actions shall be recorded in writing at the time of disposition of the marijuana in compliance with 935 CMR 500.105(12). 16. Transfer and Acquisition: Prime Tree intends to operate self-sufficiently in the cultivation and sale of its own products. In the event it is necessary to transfer, acquire or sell marijuana between another Marijuana Establishment then such procedures shall be adhered to as included in Prime Tree operating procedures. 17. Energy Efficiency: Prime Tree shall operate and source equipment to meet standards established by the Cannabis Control Commission for minimum energy efficiency and equipment standards and all applicable environmental laws, regulations, permits and other applicable approvals, including those related to water quality and solid and hazardous waste management, prior to obtaining a final license under 935 CMR 500.103(2). Prime Tree shall use additional best management practices to reduce energy and water usage, engage in energy conservation and mitigate other environmental impacts, and shall provide energy and water usage reporting to the Commission in a form determined by the Commission. 3 Prime Tree shall use the following minimum energy efficiency and equipment standards: (a) The building envelope for all facilities, except greenhouses, shall meet the minimum Massachusetts Building Code requirements and all Massachusetts amendments (780 CMR: State Building Code), International Energy Conservation Code (IECC) Section C.402 or The American Society of Heating, Refrigerating and Air-conditioning Engineers (ASHRAE) Chapters 5.4 and 5.5 as applied or incorporated by reference in 780 CMR: State Building Code, except that facilities using existing buildings may demonstrate compliance by showing that the envelope insulation complies with code minimum standards for Type Factory Industrial F-1, as further defined in guidelines issued by the Commission. (b) The Lighting Power Densities (LPD) for cultivation space must not exceed an average of 36 watts per gross square foot of active and growing space canopy, but for Tier 1 and Tier 2 a requirement of 50 watts per gross square foot of active canopy or growing unless otherwise determined in guidelines issued by the Commission. (c) Heating Ventilation and Air Condition (HVAC) and dehumidification systems must meet Massachusetts Building Code requirements and all Massachusetts amendments (780 CMR: State Building Code), IECC Section C.403 or ASHRAE Chapter 6 as applied or incorporated by reference in (780 CMR: State Building Code). (d) Safety protocols must be established and documented to protect workers and consumers (e.g., eye protection near operating grow light). OSHA compliance. 18. Sanitation: Cultivation Team shall maintain a sterile work environment in and around the cultivation area to ensure the growth of healthy marijuana plants. All tools and equipment requires shall be kept in a sterile condition and sterilized before each use. All employees will be held to strict personal hygiene protocols requiring hand-washing and glove wearing. 19. Monitoring: The Cultivation Team shall monitor the environmental control systems to ensure proper temperature, humidity, and air quality in the cultivation areas. 20. Organization: The Cultivation Team shall work in an orderly manner so all items are returned to their designated storage areas for an efficient and clean work environment. Visual inspections will be conducted regularly to maintain compliance. PRIME TREE LLC PRODUCT MANUFACTURER PLAN FOR SAFETY 1) General: The Company shall utilize best management practices to ensure the safe manufacturing of marijuana products. 2) Production of Edible: All manufactured goods or “edibles,” shall be prepared, handled, and stored in compliance with the sanitation requirements in in 105 CMR 500.000: Good Manufacturing Practices for Food, and with the requirements for food handlers specified in 105 CMR 300.000: Reportable Diseases, Surveillance, and Isolation and Quarantine Requirements. 3) Labeling: All manufactured products that are made to resemble a typical food or beverage product must be packaged in an opaque package and labeled as required by 935 CMR 501.105(5)(c). 4) Regulatory Compliance: The Company shall meet all applicable environmental laws, regulations, permits and other applicable approvals including, but not limited to, those related to water quality and quantity, wastewater, solid and hazardous waste management and air pollution control, including prevention of odor and noise pursuant to 310 CMR 7.00: Air Pollution Control, and to use additional best management practices as determined by the Commission in consultation with the working group established under St. 2017, c. 55, § 78(b) or applicable departments or divisions of the EOEEA to reduce energy and water usage, engage in energy conservation and mitigate other environmental impacts. 5) Testing Compliance: All manufactured products sold or transferred shall be tested in accordance to the Company’s Quality Control procedures. The Company shall provide documentation of its compliance, or lack thereof, with the testing requirements of 935 CMR 501.160, and standards established by the Commission for the conditions, including time and temperature controls, necessary to protect Marijuana Products against physical, chemical, and microbial contamination as well as against deterioration of finished products during storage and transportation. 6) Reporting: The Company shall identify, record, and report diversion theft, loss, and for all errors and inaccuracies in inventories. 7) Recalls: The Company shall control its inventory so that upon notice of a need to recall a product the Company can isolate and remove the defective or potentially defective product from the market, as well as take any action to promote public health and safety. 8) Outdated: Any outdated, damaged, deteriorated, mislabeled, or contaminated Marijuana shall be segregated from other Marijuana and destroyed. The inventory and destruction of such outdated, deteriorated, mislabeled, or contaminated Marijuana shall be kept in writing a part of the inventory log. The Marijuana fitting this criteria must be rendered unusable in accordance with 935 CMR 501.105(12). 9) Sanitation: All manufactured products shall be prepared, handled, and stored in compliance with the sanitation requirements in 105 CMR 500.000: Good Manufacturing Practices for Food, and with the requirements for food handlers specified in 105 CMR 300.000: Reportable Diseases, Surveillance, and Isolation and Quarantine Requirements. 10) Identification of Products: All manufactured products and any identifying marks shall be approved by the Cannabis Control Commission prior to manufacture and sale. 11) Identification of Method: Notwithstanding a stricter municipal or state regulation, the Company shall identify the method of extraction (e.g 2 ., Butane, Propane, CO ) on a physical posting at all entrances of the MTC. The Posting shall be a minimum of 12" x 12" and identify the method of extraction in lettering no smaller than one inch in height. An MTC shall post a copy of a permit to keep, store, handle or otherwise use flammable and combustible material at each place of operation within the facility. 12) All cannabis product, including cannabis, will be sold, delivered or otherwise marketed for adult use by the company that is not capable of being tested by Independent Testing Laboratories, except as allowed under 935 CMR 500.000. Testing of marijuana products shall be performed by an Independent Testing Laboratory in compliance with the Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana-infused Products, as amended in November, 2016, published by the DPH. Testing of environmental media (e.g., soils, solid growing media, and water) shall be performed in compliance with the Protocol for Sampling and Analysis of Environmental Media for Massachusetts Registered Medical Marijuana Dispensaries published by the DPH. 13) Adverse Laboratory Results: The company shall immediately respond to laboratory results that indicate contaminant levels are above acceptable limits established in the DPH protocols identified in 935 CMR 500.160(1), including notifying The Cannabis Control Commission within 72 hours of any laboratory testing results indicating that the contamination cannot be remediated and disposing of the production batch. The notification must be from both the company and the Independent Testing Laboratory, separately and directly. The company’s notification must describe a proposed plan of action for both the destruction of the contaminated product and the assessment of the source of contamination. Records of such testing shall be maintained for one year. All transportation of cannabis to and from Independent Testing Laboratories providing cannabis testing services shall comply with 935 CMR 500.105(13). All storage of cannabis at a laboratory providing cannabis testing services shall comply with 935 CMR 500.105(11). All excess cannabis must be disposed in compliance with 935 CMR 500.105(12), either by the Independent Testing Laboratory returning excess cannabis to the source Marijuana Establishment for disposal or by the Independent Testing Laboratory disposing of it directly. No cannabis product shall be sold or otherwise marketed for adult use that has not first been tested by an Independent Testing Laboratory and deemed to comply with the standards required under 935 CMR 500.160. 14) Ensuring that only the leaves and flowers of the female marijuana plant are processed accordingly in a safe and sanitary manner as prescribed below: •Well cured and generally free of seeds and stems; • Free of dirt, sand, debris, and other foreign matter; • Free of contamination by mold, rot, other fungus, and bacterial diseases; • Prepared and handled on food-grade stainless steel tables; and • Packaged in a secure area. 935 CMR 500.105(3) (required for cultivators, product manufacturers, microbusiness, and craft marijuana cooperatives) 15) All agents whose job includes contact with marijuana is subject to the requirements for food handlers specified in 105 CMR 300.000 16) Any agent working in direct contact with marijuana shall conform to sanitary practices while on duty, including: • Maintaining adequate personal cleanliness; and • Washing hands appropriately. 935 CMR 500.105(3) 17) Hand-washing facilities shall be located in production areas and where good sanitary practices require employees to wash and sanitize their hands. 935 CMR 500.105(3) 18) There shall be sufficient space for placement of equipment and storage of materials as is necessary for the maintenance of sanitary operations. 935 CMR 500.105(3) 19) Litter and waste shall be properly removed so as to minimize the development of odor and the potential for the waste attracting and harboring pests. t to 935 CMR 500.105(12). 935 CMR 500.105(3) 20) Floors, walls, and ceilings shall be constructed in such a manner that they may be adequately kept clean and in good repair. 935 CMR 500.105(3) 21) All contact surfaces, shall be maintained, cleaned, and sanitized as frequently as necessary to protect against contamination. 935 CMR 500.105(3). 22) All toxic items shall be identified, held, and stored in a manner that protects against contamination of marijuana. 935 CMR 500.105(3) 23) Water supply shall be sufficient for necessary operations. 935 CMR 500.105(3) 24) Plumbing shall be of adequate size and design and maintained to carry sufficient quantities of water to required locations throughout the establishment. 935 CMR 500.105(3) 25) The establishment shall provide its employees with adequate, readily accessible toilet facilities. 935 CMR 500.105(3) 26) Storage, delivery, and transportation of finished products shall be under conditions that will protect them against physical, chemical, and microbial contamination. 935 CMR 500.105(3). PRIME TREE LLC TYPES OF PRDOUCTS MANUFACTURED Solventless Extracted Products: Bubble Hash- Extract made by removing trichomes off plant matter with ice, water, and agitation. Rosin- Extract made by heat and pressure. Kief- Extract made by removing trichomes off plant with sifting screens. Flower Rosin- Flower mechanically separated Edibles: Gummies Hard Candy Cookies Brownies Lozenges Chocolate bark Capsules Peanut butter cups Sublingual Spray Tinctures Non-Alcoholic Beverages- (Citrus, strawberry, grape) Cooking oils (Olive, Coconut) Granola and Nut Mixes Honey Topical Products: Bath soaking bomb Massage oil Personal lubricant Salve/Chapstick Lotion PRIME TREE LLC METHODS USED TO PRODUCE PRODUCTS Method used to produce products: Solventless Extraction: Prime Tree shall initially begin with a solventless method of extraction to process the marijuana plant into an oil substance to then create numerous manufactured products. We will not use any form of combustible solvent process such as butane, propane, ethanol, and CO2. Solventless products are a more natural product because it does not utilize chemicals and the chemistry of the plant is unaltered by solvents. The two common solventless extraction methods we intend to utilize are to use agitation to extract the resin glands from ice water baths (bubble hash) or heat and pressure (rosin). Infused Edible Products: All infused edible products will be prepared with professionalism, sanitation, and proper food handling procedures as found in a commercial kitchen. Prime Tree shall infuse ingestible food items by incorporating the marijuana plant cannabinoids and terpenes into a food-grade fat such as coconut oil that is then introduced to the food recipe. Prime Tree’s Manufacturing Manager and staff will create a diverse set of edible products. Prime Tree will start with the common classics such as candies while we venture into more unique and gourmet specialty items such as chocolates and other favorite snacks. Topical Products: All topical products will be prepared in a sanitary condition with proper commercial equipment to create the products safe for absorption to human skin. PRIME TREE LLC PLAN TO OBTAIN MARIJUANA 1. General. Prime Tree LLC seeks to obtain marijuana in only a lawful manner from itself and other licensed Marijuana Establishments through the CCC’s seed-to-sale tracking software. 2. Wholesale. Prime Tree LLC anticipates acquiring wholesale marijuana and marijuana extract oil “distillate,” at the beginning of its operation to fulfill its product manufacturing needs. 3. Single Source. Prime Tree LLC seeks to cultivate and manufacture its products at a 100% single source rate so that all future products are from marijuana we cultivated, processed, and manufactured. It is anticipated that a year of operations will be required until we reach a stage of 100% single-source manufacturing. 1 PRIME TREE LLC UNIQUE IDENTFYING MARK USED FOR BRANDING Prime Tree intends to use the following unique identifying mark for branding: 1 PRIME TREE LLC RESTRICTING ACCESS TO INDIVIDUALS UNDER 21 1.General: Prime Tree LLC, is committed to a safe and secure cannabis establishment designed for employees and authorized visitors only to efficiently cultivate and distribute wholesale adult use marijuana and marijuana products. 2.Identification: All individuals seeking access to the premises shall be positively identified with a employee card or a government issued identification card to limit access solely to individuals 21 years of age or older. No individual under the age of 21 years of age shall be allowed access to the premises. 3.Employees: All employees and registered agents must be 21 years of age or older. 4.Visitors: All visitors must be 21 years of age or older. 1 PRIME TREE LLC PREVENTION OF DIVERSION 1. Identification: All individuals seeking access to the premises shall be positively identified with a government issued identification card to limit access solely to individuals 21 years of age or older. No unauthorized persons or individuals under the age of 21 years of age shall be allowed access to the premises. 2. Security: Security of the licensed premises is achieved by the use of trusted employees thoroughly scrutinized for allowing only authorized entries of individuals 21 years of age or older, 24 hour electronic alarm and surveillance systems, and securely locked areas for surveillance equipment and areas for specific employees to handle, store, and dispose of marijuana. 3. Waste Disposal: The disposal of all organic waste composed of or containing marijuana and marijuana products shall be stored, secured, managed, and disposed of in accordance to all of the companies operating procedures including this security plan, storage procedures, waste disposal procedures, and all applicable law. All aspects of the waste disposal shall be monitored to ensure marijuana in excess of the quantity required for normal, efficient operation under 935 CMR 500.105, and marijuana waste shall be processed into a mixture rendering the cannabis unusable for its intended purpose and recycled through composting at solid waste facility compliant with 310 CMR 16. 4. Entry and Exit Points: All entrances and exits shall be kept secure by trained employees, electronic monitoring, and locking mechanisms to prevent unauthorized entry and reentry. 5. Pick up/Drop off: All entrances to load transfer areas shall be kept secure by trained employees, electronic monitoring, and locking mechanisms to prevent unauthorized access during pick up and drop off. 6. Limited Access Storage Areas: Prime Tree shall have secure locations at the premises for its wholesale storage separate and distinctly a part from the load transfer area. Only authorized employees are granted access into this secure locked location and the single entry point shall have identification on the door in the form of a 12” x 12” sign with one inch lettering stating “Do Not Enter—Limited Access Area—Access Limited to Authorized Personnel Only.” Access to limited access areas shall be restricted to employees, agents or volunteers specifically permitted by Prime Tree, agents of the Commission, state and local law enforcement and emergency personnel. All employees shall visibly display an employee identification badge issued by the company at all times during working hours and work operations. Only specifically authorized employees requiring work in the limited access areas shall be provided access and only the minimum number of employees essential for efficient operation. 7. Storage of finished products: All finished marijuana products shall be secured in a locked vault to prevent diversion, theft and loss. All safes, vaults, and any other equipment or areas used for the production, cultivation, harvesting, processing or storage of marijuana products shall be kept securely locked and protected from entry, except for the actual time required to remove or replace marijuana. All locks and security equipment shall be kept in good working order. Keys shall be prohibited from being left in door locks and in a location accessible to persons other than specifically authorized employees. 2 Security measures, such as combination numbers, passwords or electronic or biometric security systems shall be used on the property and only shared with specifically authorized employees. 8. Outside Perimeter: The outside perimeter of Prime Tree shall be sufficiently lit to facilitate surveillance and safe ingress and egress for customers and the public. All marijuana products shall be kept out of plain sight and shall not be visible from a public place without the use of binoculars, optical aids or aircraft. The exterior of the property shall not have any indication of the type of licensed operations in the premises. The proposed property is not located within 500 feet of a pre-existing public or private school providing education in kindergarten or any of grades one through 12, measured in a straight line from the nearest point of the property line in question to the nearest point of the property line where Prime Tree will be located. The premises has a parking lot and is bordered by a street providing a safe means of accessing the building with sufficient lighting. Trees, bushes and other foliage outside of the property shall be maintained so as to prevent a person or persons from concealing themselves from sight. 9. Emergency prevention and reaction policies and procedures: Prime Tree’s property, policies and practices have been carefully chosen to prevent and avoid problems potentially associated with operation of a marijuana establishment. Nonetheless, Prime Tree shall implement its existing emergency policies and procedures following an instance of dangerous encounters, marijuana diversion, theft or loss and shall regularly conduct an assessment to determine whether additional safeguards are necessary. Emergency policies include safety assessments, compliance auditing, reporting procedures, and training. 10. Incident Reporting: (a) Prime Tree shall notify appropriate law enforcement authorities and the Commission of any breach of security immediately and, in no instance, more than 24 hours following discovery of the breach. Notification shall occur, but not be limited to, during the following occasions: 一. discovery of discrepancies identified during inventory; 一. diversion, theft or loss of any marijuana product; 一. any criminal action involving or occurring on or in the property; 一. any suspicious act involving the sale, cultivation, distribution, processing or production of marijuana by any person; 一. unauthorized destruction of marijuana; 一. any loss or unauthorized alteration of records related to marijuana; 一. an alarm activation or other event that requires response by public safety personnel or security personnel privately engaged by Prime Tree; 一. the failure of any security alarm system due to a loss of electrical power or mechanical malfunction that is expected to last more than eight hours; or 一. any other breach of security. (b) Prime Tree shall, within ten calendar days, provide notice to the Commission of any incident described in 935 CMR 500.110(7)(a) by submitting an incident report in the form and manner determined by the Commission which details the circumstances of the event, any corrective action taken, and confirmation that the appropriate law enforcement authorities were notified. 3 (c) All documentation related to an incident that is reportable pursuant to 935 CMR 500.110(7)(a) shall be maintained by Prime Tree for not less than one year or the duration of an open investigation, whichever is longer, and made available to the Commission and law enforcement authorities upon request. (d) Prime Tree shall actively train its employees and implement security measures to avoid the actions described in (a) above. 11. Third Party Security Audits. Prime Tree shall annually obtain at its own expense, a security system audit by a vendor approved by the Commission. A report of such audit must be submitted, in a form and manner determined by the Commission, no later than 30 calendar days after the audit is conducted. If the audit identifies concerns related to the establishment’s security system, Prime Tree shall also submit a plan to mitigate those concerns within ten business days of submitting the audit. 12. Access to the Commission, Emergency Responders and Law Enforcement. (a) The following individuals shall have access to Prime Tree’ premises and its transportation vehicle(s): -Representatives of the Commission in the course of its authorized responsibilities; -Representatives of other state agencies of the Commonwealth; and -Emergency responders in the course of responding to an emergency. (b) Prime Tree’s property layout plan, security plan, procedures, as well as all supplements shall be shared with the appropriate law enforcement and fire services authorities. The security plans and procedures shared with law enforcement authorities shall include: -a description of the location and operation of the security system, including the location of the central control on the premises; -b schematic of security zones; -c the name of the security alarm company and monitoring company, if any; and -d a floor plan or layout of the facility in a manner and scope as required by the municipality. 13. Development of new safeguards: Prime Tree’s commitment to security includes an intent to progressively evolve its security requirements and training to fit the present needs of its operation. Prime Tree extremely stringent policies and procedures will be monitored by internal audits to ensure satisfactory performance of security measures and employees. Prime Tree will internally develop additional safeguards against new threats through the experience gained from adhering to our security policies, utilizing security controls and monitoring, advancing our electronic surveillance and lighting systems, managing customer purchases, monitoring activity in limited access areas, and processing and storing products in only secure rooms and vaults. Prime Tree intends to work closely with the local community organizations and neighborhoods, local police department, state police and the Cannabis Control Commission in order to develop new strategies and safeguards. 14. Security and Alarm Components: Prime Tree will have a commercial grade electronic security surveillance system that is designed to prevent and detect diversion, theft or loss of marijuana or unauthorized intrusion, by utilizing: a. A perimeter alarm on all building entry and exit points and perimeter windows, if any; 4 b. A failure notification system that provides an audible, text or visual notification of any failure in the surveillance system. The failure notification system shall provide an alert to designated employees of Prime Tree within five minutes after the failure, either by telephone, email and text message; c. A duress alarm, panic alarm or hold-up alarm connected to local public safety or law enforcement authorities; d. Video cameras in all areas that may contain marijuana, at all points of entry and exit and in any parking lot which shall be appropriate for the normal lighting conditions of the area under surveillance. The cameras shall be directed at all safes, vaults, sales areas and areas where marijuana is cultivated, harvested, processed, prepared, stored, handled or dispensed. Cameras shall be angled so as to allow for the capture of clear and certain identification of any person entering or exiting the area; e. Twenty-four hour recordings from all video cameras that are available for immediate viewing by the Commission upon request and that are retained for at least 90 calendar days. Recordings shall not be destroyed or altered, and shall be retained as long as necessary if Prime Tree is aware of a pending criminal, civil or administrative investigation or legal proceeding for which the recording may contain relevant information; f. The ability to immediately produce a clear, color still photograph whether live or recorded; g. A date and time stamp embedded in all recordings, which shall be synchronized and set correctly at all times and shall not significantly obscure the picture; h. The ability to remain operational during a power outage through the use of an on-site power-generator; and i. A video recording that allows for the exporting of still images in an industry standard image format, including .jpg, .bmp and .gif. Exported video shall have the ability to be archived in a proprietary format that ensures authentication of the video and guarantees that no alternation of the recorded image has taken place. Exported video shall also have the ability to be saved in an industry standard file format that may be played on a standard computer operating system. All recordings shall be erased or destroyed prior to disposal. 15. Additional Security and Alarm Components: a. All security system equipment and recordings shall be maintained in a designated secure office location on-site so as to prevent theft, loss, destruction and alterations. b. Access to surveillance areas shall be limited to persons that are essential to surveillance operations, law enforcement authorities, security system service personnel and the Commission. A current list of authorized employees and service personnel that have access to the surveillance room is available to the Commission 5 upon request. The onsite surveillance room shall remain locked and shall not be used for any other function. c. All security equipment shall be in good working order and shall be inspected and tested at regular intervals, not to exceed 30 calendar days from the previous inspection and test. d. All security equipment shall be in good working order and shall be inspected and tested at regular intervals, not to exceed 30 calendar days from the previous inspection and test. e. Prime Tree shall have an additional back-up alarm system, with all the capabilities of the primary system, provided by a company supplying commercial grade equipment, which shall not be the same company supplying the primary security system. 16. Storage Security: Marijuana shall be stored in a safe, steel cabinet, storage container, enclosure or vault having the following minimum specifications: a. the storage structure shall be capable of being locked and either bolted or cemented to the floor and walls in such a way that it cannot be readily removed; b. the storage structure shall be equipped with an alarm system which, upon attempted unauthorized entry, shall transmit a signal directly to a central protection company or a local or State police agency which has a legal duty to respond, or a 24-hour control station operated by Prime Tree, or such other protection as the Commission may approve. c. the storage structure shall be made of sufficient quality material to meet or exceed the standards established for the physical security control standards set forth for narcotic treatment programs and compounders under 21 CFR 1301.72(b). d. the storage structure shall remain locked at all times unless when necessary for the transportation of product. e. the storage areas shall be accessible only to an absolute minimum number of specifically authorized employees. When it is necessary for employee maintenance personnel, nonemployee maintenance personnel, business guests, or visitors to be present in or pass through storage areas, Prime Tree shall provide for adequate observation of the area by an employee specifically authorized in writing. f. When several types of marijuana and marijuana products are handled separately by Prime Tree for different purposes (e.g., damaged goods, processed goods, or goods in process), the substances may be stored separately, provided that each storage area complies with the requirements set forth in this section. PRIME TREE LLC STORAGE SUMMARY 1. Prime Tree provides adequate lighting, ventilation, temperature, humidity, space, and equipment, throughout the premises for the proper handling, processing and storing of marijuana in accordance with applicable law. See 935 CMR 500.105 and 500.110. Prime Tree’s cultivation and manufacturing policy is to conduct its operations in a laboratory setting with scientific exactness. We use experience and close attention to all stages of marijuana production from strain selection to extraction and processing to consistently provide only clean, safe, high-quality products for our clients. 2. Prime Tree will have separate areas for storage of marijuana that is outdated, damaged, deteriorated, mislabeled, or contaminated, or whose containers or packaging have been opened or breached, until such products are destroyed according to our waste disposal policy. In our efforts to be an energy and environmental leader in the industry we plan to utilize best management practices for energy use, waste disposal and environmental impact. We plan to limit production of waste and recycle all waste where possible. We will set and monitor our environmental impact goals from product choice, water consumption methods, cultivation practices, manufacturing methodology and technology, production materials, and waste generation and disposal. 3. Prime Tree’s storage areas shall be maintained in a clean and orderly condition. All tools, stainless steel benches, and other commercial food grade equipment shall be kept clean and in accordance to all public health regulations. Records will be kept on the cleanliness of marijuana, marijuana products, and both cultivation and manufacturing areas. The storage areas will be free from infestation by insects, rodents, birds, and pests of any kind. Prime Tree’s storage areas shall be maintained in accordance with the security requirements of 935 CMR 500.110, as set forth in its security policy. 1 PRIME TREE TRANSPORTATION PLAN Transportation Between Marijuana Establishments 1. General: Prime Tree shall transport its marijuana and marijuana products in a safe and secure manner in accordance to these procedures. 2. License Requirements: Marijuana products may only be transported between licensed Marijuana Establishments by registered marijuana establishment agents. Prime Tree plans to contract with many licensed Marijuana Establishments seeking to acquire our wholesale products. 3. Seed to Sale Tracking: Prime Tree will ensure that all products to be transported are linked to the seed-to-sale tracking program and duly accounted for in each phase of the transport. 4. Products to be Transported: Prime Tree will ensure that all transported packages are sealed, labeled, and in tamper or child-resistant packaging prior to and during transportation. 5. Refusal of Product at Destination: Prime Tree will ensure that any marijuana product found to be undeliverable or is refused by the destination Marijuana Establishment shall be transported back to the originating establishment’s facility. 6. Transportation Agents: Prime Tree will staff all Transportation vehicles with a minimum of two marijuana establishment agents and one agent shall remain with the vehicle at all times that the vehicle contains marijuana or marijuana products. Prime Tree will ensure no firearms will be located within the vehicle or on a marijuana establishment agent. Prime Tree will ensure that each marijuana establishment agent transporting marijuana products has access to a secure cellular phone with a carrier that covers the area being transported within. Prime Tree will ensure communication is always maintained between personnel at the originating location and the transport vehicle containing marijuana and marijuana products. Each employee or agent transporting or otherwise handling marijuana products for Prime Tree will be registered as a marijuana establishment agent and have a driver’s license in good standing issued by the Massachusetts Registry of Motor Vehicles for all classes of vehicle the marijuana establishment agent will operate prior to transporting or otherwise handling marijuana products. Prime Tree will ensure that prior to each shift each marijuana establishment agent is carrying his or her registration card and that during working hours they will at all times keep this identification on their person. Prime Tree shall ensure that when agents are transporting marijuana products they will show clear identification on their person at all times. If law enforcement or the Commission request this identity upon proper identification of authority and request the agent will comply. 7. Origination: Prime Tree will ensure that prior to leaving a Marijuana Establishment for the purpose of transporting marijuana products, the originating Marijuana Establishment has weighed, inventoried, and accounted for, on video so as to render a clear still image, all marijuana products to be transported. 2 8. Procedure: Prime Tree will video tape the weighing, inventorying, and accounting of marijuana products before transportation or after receipt, the video will show each product being weighed, the weight, and the manifest. 9. Transportation Log: Prime Tree will keep a transportation log that will document all product intake, departures, destinations, and product delivery. Prime Tree shall document any emergency stop during the transportation of marijuana products. This log created will describe the reason for the stop, the duration, the location, and any activities of personnel exiting the vehicle. 10. Transportation Logistics: Prime Tree shall ensure that all transportation times and routes are randomized. Prime Tree shall monitor all transport vehicle activity and ensure that all transport routes remain within the Commonwealth. 11. Storage: Prime Tree will ensure that all marijuana products that are being transported will be in a secure, locked storage compartment that is a part of the vehicle transporting the marijuana products. Prime Tree will ensure the storage compartment is bolted to the frame of the vehicle so that it cannot be easily removed. 12. Reporting Requirements: Prime Tree shall require all Marijuana Establishment Agents document and report any unusual discrepancy in weight or inventory to the Commission and law enforcement authorities not more than 24 hours of the discovery of such a discrepancy. Prime Tree will ensure that all Marijuana establishment agents shall report to the Commission and law enforcement authorities any vehicle accidents, diversions, losses, or other reportable incidents that occur during transport, not more than 24 hours of such accidents, diversions, losses, or other reportable incidents. 13. Vehicles: All of Prime Tree’s vehicles used for transporting marijuana products shall be: 1. owned or leased by Prime Tree. or the Licensed Third Party Transporter; 2. used exclusively for transporting and storing marijuana products and no other transporting and storing of any other type of products; 3. properly registered, inspected, and insured in the Commonwealth (documentation of such status shall be maintained as records of Prime Tree and shall be made available to the Commission upon request); 4. equipped with an alarm system approved by the Commission; 5. equipped with functioning heating and air conditioning systems appropriate for maintaining correct temperatures for storage of marijuana products; 6. equipped with storage compartments so all marijuana products will not be visible from outside the vehicles and kept safe during loading, unloading, and transport; 7. discretely designed so that it does not bear any markings of Prime Tree or indicate that the vehicle is being used to transport marijuana products; 8. equipped with temperature controls that provide adequate temperature control to prevent the cannabis products or edibles from becoming unsafe during transportation, consistent with applicable requirements pursuant to 21 CFR 1.908(c); 9. inspected by the Commission prior to initial transportation of marijuana products, and after any alteration to the locked storage compartment. 3 10. Multiple Deliveries to Licensed Establishments: Prime Tree. will ensure that when marijuana products for more than one Marijuana Establishment are being transported at a time, the marijuana products for each Marijuana Establishment shall be kept in a separate locked storage compartment during transportation and separate manifests shall be maintained for each Marijuana Establishment. If Prime Tree in the future wants to transport marijuana products to multiple establishments, it will seek the Commission’s permission to adopt reasonable alternative safeguards. 11. Global Positioning System: Prime Tree will ensure that any vehicle used to transport marijuana products shall contain a global positioning system (GPS) monitoring device that is mounted inside the secure storage area and will remain inside the vehicle at all times that the vehicle contains marijuana products. The GPS will be monitored by Prime Tree during transport of marijuana products. A marijuana establishment agent will confirm that the secure form of communication and GPS are operable immediately upon entering the vehicle. Prime Tree will ensure that if communications or the GPS system fail while on route, the marijuana establishment agents transporting marijuana products will return to the originating location until the communication system or GPS system is once again operational. Prime Tree will ensure that the marijuana establishment agents transporting marijuana products shall contact the originating location when stopping at and leaving any scheduled location, and regularly throughout the trip, at least every 30 minutes. Prime Tree will ensure the originating location will have a marijuana establishment agent assigned to monitoring the GPS unit and secure form of communication, they will log all official communications with marijuana establishment agents transporting marijuana products. 12. Manifests: Prime Tree shall create a manifest in triplicate, with the original manifest remaining with the originating Marijuana Establishment, a second copy provide to the destination Marijuana Establishment upon arrival, and a copy to be kept with the licensed marijuana establishment agent during transportation and returned to Prime Tree, or a third- party Marijuana Transporter upon completion of the transportation. The manifest shall be maintained within the vehicle during the entire transportation process, until the delivery is completed. All transportation manifests shall be kept in Prime Tree’s records for no less than one year and make them available to the Commission upon request. Prior to transportation a manifest will be securely transmitted to the destination Marijuana Establishment by email. Prime Tree will ensure that upon arrival at the destination Marijuana Establishment, a marijuana establishment agent at the destination Marijuana Establishment shall compare the manifest produced by the agents who transported the marijuana products to the copy transmitted by email. The manifest will include: a. the originating Marijuana Establishment name, address, and registration number; b. the names and registration numbers of the agents who transported the marijuana products; c. the name and registration number of the marijuana establishment agent who prepared the manifest; d. the destination Marijuana Establishment name, address, and registration number; e. a description of the marijuana products being transported, including the weight and form or type of product; 4 f. the mileage of the transporting vehicle at departure from originating Marijuana Establishment and mileage upon arrival at destination Marijuana Establishment, as well as mileage upon return to originating Marijuana Establishment; g. the date and time of departure from originating Marijuana Establishment and arrival at destination Marijuana Establishment for each transportation; i. a signature line for the marijuana establishment agent who receives the marijuana products; j. the weight and inventory before departure and upon receipt; k. the date and time that the transported products were re-weighed and re-inventoried; l. the name of the marijuana establishment agent at the destination Marijuana Establishment who re- weighed and re-inventoried products; and m. the vehicle make, model, and license plate number. PRIME TREE LLC INVENTORY PROCEDURES SUMMARY 1. General: Real-time inventory shall be maintained as specified by the Commission, including, at a minimum, an inventory of marijuana plants; marijuana plant-seeds and clones in any phase of development such as propagation, vegetation, and flowering; marijuana ready for dispensing; all cannabis products; and all damaged, defective, expired, or contaminated marijuana and marijuana products awaiting delivery or disposal. 2. Inventories and Review: Prime Tree inventory controls and procedures include conducting inventory reviews and comprehensive inventories of marijuana in all aspects from plants in the process of cultivation, and finished, stored marijuana, as well as products being sent for testing, transport, and delivery. Inventories shall be performed monthly for cannabis in the process of cultivation and finished, stored cannabis. A comprehensive annual inventory shall be conducted at least once every year after the date of the previous comprehensive inventory. Inventories shall be taken promptly upon counting by use of an oral recording device and by agent signature. The record of each inventory shall include, at a minimum, the date of the inventory, a summary of the inventory findings, and the names, signatures, and titles of the individuals who conducted the inventory. 3. Tracking: Prime Tree shall use the Cannabis Control Commission’s approved seed-to-sale methodology tracking and tagging system for all cannabis seeds, clones, plants, and cannabis products. 4. Independent Testing: Prime Tree shall only create cannabis and cannabis products that are capable of being tested by Independent Testing Laboratories, except as allowed under 935 CMR 500.000. PRIME TREE LLC QUALITY CONTROL AND TESTING PROCEEDURES 1) General: No cannabis product, including cannabis, will be sold, delivered or otherwise marketed for adult use by Prime Tree LLC that is not capable of being tested by an Independent Testing Laboratories, except as allowed under 935 CMR 500.000. Testing of marijuana products shall be performed by an Independent Testing Laboratory in compliance with the Protocol for Sampling and Analysis of Finished Medical Marijuana Products and Marijuana-infused Products, as amended in November, 2016, published by the DPH. Testing of environmental media (e.g., soils, solid growing media, and water) shall be performed in compliance with the Protocol for Sampling and Analysis of Environmental Media for Massachusetts Registered Medical Marijuana Dispensaries published by the DPH. 2) Adverse Laboratory Results: Prime Tree LLC shall immediately respond to laboratory results that indicate contaminant levels are above acceptable limits established in the DPH protocols identified in 935 CMR 500.160(1), including notifying The Cannabis Control Commission within 72 hours of any laboratory testing results indicating that the contamination cannot be remediated and disposing of the production batch. The notification must be from both Prime Tree LLC and the Independent Testing Laboratory, separately and directly. Prime Tree LLC notification must describe a proposed plan of action for both the destruction of the contaminated product and the assessment of the source of contamination. Records of such testing shall be maintained for one year. All transportation of cannabis to and from Independent Testing Laboratories providing cannabis testing services shall comply with 935 CMR 500.105(13). All storage of cannabis at a laboratory providing cannabis testing services shall comply with 935 CMR 500.105(11). All excess cannabis must be disposed in compliance with 935 CMR 500.105(12), either by the Independent Testing Laboratory returning excess cannabis to the source Marijuana Establishment for disposal or by the Independent Testing Laboratory disposing of it directly. No cannabis product shall be sold or otherwise marketed for adult use that has not first been tested by an Independent Testing Laboratory and deemed to comply with the standards required under 935 CMR 500.160. 3) Ensuring that only the leaves and flowers of the female marijuana plant are processed accordingly in a safe and sanitary manner as prescribed below: •Well cured and generally free of seeds and stems; • Free of dirt, sand, debris, and other foreign matter; • Free of contamination by mold, rot, other fungus, and bacterial diseases; • Prepared and handled on food-grade stainless steel tables; and • Packaged in a secure area. 935 CMR 500.105(3) (required for cultivators, product manufacturers, microbusiness, and craft marijuana cooperatives) 4) All agents whose job includes contact with marijuana is subject to the requirements for food handlers specified in 105 CMR 300.000 5) Any agent working in direct contact with marijuana shall conform to sanitary practices while on duty, including: • Maintaining adequate personal cleanliness; and • Washing hands appropriately. 935 CMR 500.105(3) 6) Hand-washing facilities shall be located in production areas and where good sanitary practices require employees to wash and sanitize their hands. 935 CMR 500.105(3) 7) There shall be sufficient space for placement of equipment and storage of materials as is necessary for the maintenance of sanitary operations. 935 CMR 500.105(3) 8) Litter and waste shall be properly removed so as to minimize the development of odor and the potential for the waste attracting and harboring pests. t to 935 CMR 500.105(12). 935 CMR 500.105(3) 9) Floors, walls, and ceilings shall be constructed in such a manner that they may be adequately kept clean and in good repair. 935 CMR 500.105(3) 10) All contact surfaces, shall be maintained, cleaned, and sanitized as frequently as necessary to protect against contamination. 935 CMR 500.105(3). 11) All toxic items shall be identified, held, and stored in a manner that protects against contamination of marijuana. 935 CMR 500.105(3) 12) Water supply shall be sufficient for necessary operations. 935 CMR 500.105(3) 13) Plumbing shall be of adequate size and design and maintained to carry sufficient quantities of water to required locations throughout the establishment. 935 CMR 500.105(3) 14) The establishment shall provide its employees with adequate, readily accessible toilet facilities. 935 CMR 500.105(3) 15) Storage, delivery, and transportation of finished products shall be under conditions that will protect them against physical, chemical, and microbial contamination. 935 CMR 500.105(3) PRIME TREE LLC DISPENSING PROCEDURES 1. Nicotine Prohibition: The company shall not deliver or transport marijuana products containing nicotine. 935 CMR 500.140(5); 2. Alcohol Prohibition: The company shall not deliver or transport marijuana products containing alcohol. 935 CMR 500.140(5); 3. Limitations on Sales: The company shall only sell wholesale marijuana and marijuana products to other licensed Marijuana Establishments. 4. Recording Sales: All sales shall be recorded in a system approved by the CCC. PRIME TREE LLC PERSONNEL AND EMPLOYEE STAFFING SUMMARY 1.General: Prime Tree LLC is a Massachusetts cannabis company sowing the seeds of innovation by focusing on the local community and consumers to promote positive growth in our local economy while ensuring consistent access to safe premium marijuana. Prime Tree LLC is committed to quality, responsibility and sustainability. Our three primary ideals permeate through our employee staffing plan to add to our unique growth as a company. Prime Tree LLC values are built upon a foundation of social responsibility to our clients and local communities. Our commitment is demonstrated by our plan to operate locally, hire employees from our communities with diverse backgrounds without regard for race, disability, gender, and other statuses, and manage our employees with respect and due care in accordance to all laws. 2.Quality, Responsibility and Sustainability: Prime Tree LLC’s fundamental commitment to our clients and community begins with creating a pure and safe quality product. Our employees are trained with our policies and procedures to ensure our quality is never compromised to fulfill our obligations to the public and greater world at large. Our future employees are provided with at least a week of in-house training with a mentor for their job description. Our employees are required to meet all training specifications as created by the Cannabis Control Commission and as set forth by Prime Tree LLC in its Employee Continuing Training Program, audit and monitoring of employee performances. 3.Qualifications: Prime Tree LLC hiring practices is focused on obtaining and maintaining a skilled and diverse workforce. Our policies include seeking to hire employees from areas of disproportionate impact, veteran incentive hiring, affirmative action, equal employment opportunity, a zero tolerance policy for violence, discrimination, sexual harassment, and stalking, a drug-free workplace, and Americans with Disabilities Act and Family Medical Leave Act compliance. Prime Tree LLC is creating an inclusive work environment welcoming and respecting all people based on merit and skill regardless of race, creed, colors, national origins, disabilities, gender, age, sexuality and orientation. Our diversity will make our company stronger and improve our ability to empower our community. 4.Employment Positions: Prime Tree LLC will have the following positions: I.Security: Security will ensure all of our products are safe from seed to the consumers leaving our premises. The security division will include building security, internal and external loss prevention investigations, and operations security for our products, employees, and clients. Our focus will be on the safe access to our products as well as ensuring no product is diverted to unintended individuals and for illegal uses. Security will be the first line of defense to stop the diversion of marijuana to individuals younger than 21 years of age by checking for proper identification before entry into a secured area for the retail purchase of secured products. II.Cultivator: A cultivator harnesses our technology, equipment and nature to create and process only the highest quality marijuana flowers. III. Manufacturer: A manufacturer transforms the marijuana flower into various marijuana products including concentrates, edible infusions, oils, creams and topicals. IV. Manager: A manager oversees the various operations of the establishment and employees. This position designed to assist in promoting our company in the cannabis industry through operational management, research, community outreach, and regulatory compliance to ensure the company is always evolving to meet the needs of our community in a responsible manner. V. Executives: The executives shall operate and manage the company while fulfilling numerous positions within the company. VI.Transportation Agent: The transportation agent shall be responsible for the delivery and transportation of marijuana products to a licensed marijuana establishment. The agents shall follow all delivery and transportation specific protocols to ensure the safe and efficient delivery and transport of marijuana. 5. Alcohol, smoke and drug-free workplace: Prime Tree LLC shall not allow alcohol, smoking and drug-use on its property. Such unauthorized use by an employee shall be subject to termination of employment. 6. Records: Employee records shall be kept orderly and maintained in a secured location in accordance to the company’s record policy in compliance with 935 CMR 500.105(9). Employee’s personnel records for each agent shall be maintained for at least 12 months after termination of the agent’s affiliation with the company and will include the following: - All materials submitted to the CCC under 935 CMR 500.030(2); -Documentation of references; -The job description or employment contract that includes duties, authority, responsibilities, qualifications, and supervision; -Documentation of all required training, including privacy and confidentiality requirements, and the signed statement of the individual indicating the date, time, and place he or she received trainings, including the name and title of the presenters; -Documentation of periodic performance reviews; -A record of any disciplinary action taken; -Notice of completed responsible vendor and eight-hour related duty trainings; and -Results of initial background investigation, including CORI reports. Personnel records will be kept in a secure location to maintain confidentiality and be only accessible to the agent’s manager or members of the executive management team. 7. Termination: Any employee who violates the employee contract or any provision of the Prime Tree LLC’ policies and procedures shall be subject to immediate suspension if it is determined their actions or future employment will be detrimental to the company and the public good. Such actions justifying immediate termination and due notice to the Cannabis Control Commission include: I. diverting marijuana or marijuana products; II. engaging in unsafe practices with regard to operation of the company; and III. any conviction or guilty plea, plea of nolo contendere, or admission to sufficient facts of a felony drug offense involving distribution to a minor in the Commonwealth, or a like violation of the laws of another state, the United States or a foreign jurisdiction, or a military, territorial, or Native American tribal authority. 8. Cash: Employees shall use all care and reason for the safe handling of cash at the establishment. All funds shall be transferred from the establishment to a financial institution on a regular secure basis as needed. The transfers of cash to a financial institution will be done on a random schedule by a trained security team to prevent diversion and theft. 9. Training: Employees will undergo quarterly industry trainings that are required of a registered agent. Immediate dismissal of employees for: 1) diverted marijuana, 2) unsafe practices, and 3) convicted of or guilty plea, plea of nolo contendere, or admission to sufficient facts of a felony drug offense involving distribution to a minor in the Commonwealth, or a like violation of the laws of another state, the United States or a foreign jurisdiction, or a military, territorial, or Native American tribal authority. 10. Background Check: In addition to the required CCC agent registration process, all agents hired to work for the company will undergo a detailed background investigation prior to being granted access to the facility or commence work duties. Background checks will be conducted on all agents in their capacity as employees, interns, and volunteers for the company under 935 CMR 500.100 and will be used by the Director of Security, who will be registered with the Department of Criminal Justice Information Systems pursuant to 803 CMR 2.04 iCORI Registration and the CCC for purposes of determining the suitability of individuals for registration as a marijuana establishment agent with the licensee. For purposes of determining suitability based on background checks performed in accordance to the regulation, the company will consider: a. All conditions, offenses, and violations are construed to include Massachusetts law or like or similar law(s) of another state, the United States or foreign jurisdiction, a military, territorial or Native American tribal authority, or any other jurisdiction. b. All criminal disqualifying conditions, offenses, and violations including the crimes of attempt, accessory, conspiracy, and solicitation. Juvenile dispositions will not be considered as a factor for determining suitability. All suitability determinations will be made in accordance to this policy and 935 CMR 500.800. PRIME TREE LLC RECORD KEEPING 1. General: Prime Tree LLC shall keep an office for the purpose of keeping its business records for inspection by the Cannabis Control Commission (“Cannabis Control Commission”) upon request. 2. Maintenance: The records of a Marijuana Establishment shall be maintained in a secure location within the facility and in accordance with generally accepted accounting principles. 3. Confidentiality: All records shall be kept in a locked area within a secured location within the facility not accessible to the public nor easily accessible to an unauthorized individual. Access to confidential records shall be limited to only those reasonably necessary for the operation of the business. 4. Closure: Following closure of Prime Tree., all records must be kept for at least two years at its own expense in a form and location acceptable to the CCC. 5. Required Records: All records shall be kept as required by 935 CMR 500.000, including, but not limited to: (a) Written operating procedures as required by 935 CMR 500.105(1); (b) Inventory records as required by 935 CMR 500.105(8); (c) Seed-to-sale tracking records for all cannabis products as required by 935 CMR 500.105(8)(e); (d) A staffing plan that will demonstrate accessible business hours and safe cultivation conditions; (e) Personnel policies and procedures; (f) Waste disposal records as required under 935 CMR 500.105(12) (g) Business records, which shall include manual or computerized records of: 一. Assets and liabilities; 一. Monetary transactions; 一. Books of accounts, which shall include journals, ledgers, and supporting documents, agreements, checks, invoices, and vouchers; 一. Sales records including the quantity, form, and cost of marijuana products; and 一. Salary and wages paid to each employee, stipend paid to each board member, and any executive compensation, bonus, benefit, or item of value paid to any individual affiliated with a Marijuana Establishment, including members of the nonprofit corporation, if any. (h) The following personnel records: 1. Job descriptions for each employee and volunteer position, as well as organizational charts consistent with the job descriptions; 2. A personnel record for each marijuana establishment agent. Such records shall be maintained for at least 12 months after termination of the individual’s affiliation with the Marijuana Establishment and shall include, at a minimum, the following: a. all materials submitted to the Commission pursuant to 935 CMR 500.030(2); b. documentation of verification of references; c. the job description or employment contract that includes duties, authority, responsibilities, qualifications, and supervision d. documentation of all required training, including training regarding privacy and confidentiality requirements, and the signed statement of the individual indicating the date, time, and place he or she received said training and the topics discussed, including the name and title of presenters; e. documentation of periodic performance evaluations; f. a record of any disciplinary action taken; and g. notice of completed responsible vendor and eight-hour related duty training. 3. All background check reports obtained in accordance with 935 CMR 500.030 PRIME TREE LLC MAINTAINING FINANCIAL RECORDS 1. General: Prime Tree LLC will ensure that there is a locked office for the purpose of keeping its business records, including financial records, for inspection by the Cannabis Control Commission upon request. 2. Maintenance: Prime Tree LLC will ensure that all records of a Marijuana Establishment shall be maintained in a secure location within the facility and in accordance with generally accepted accounting principles. 3. Confidentiality: Prime Tree LLC will ensure that all records will be kept in a locked area within a secured location within the facility not accessible to the public nor easily accessible to an unauthorized individual. Access to confidential records shall be limited to only those reasonably necessary for the operation of the business. 4. Closure: Following closure of Prime Tree LLC all records will be kept for at least two years at its own expense in a form and location acceptable to the CCC. 5. Accounting and Auditing: All of Prime Tree LLC’s financial records shall be reviewed by an accountant or other tax professional for accuracy. Independent audits on the financial records shall be conducted annually. 6. Financial Records: All financial records of Prime Tree LLC shall be kept as required by 935 CMR 500.000, including, but not limited to: (a) Seed-to-sale tracking records for all marijuana products as required by 935 CMR 500.105(8)(e); (b) Sales receipts from all license types; (c) Bank statements; (d) Employee payroll; (e) Tax returns; (f) Balance statements; (g) Loan agreements; (h) Assets and Liabilities; (i) Monetary Transactions; (j) Books of Accounts; (k) Sale records; (l) Salary and wages paid to each employee. 935 CMR 500.105(9) 1 PRIME TREE LLC DIVERSITY PLAN 1.General: Prime Tree LLC is committed to a diverse and inclusive workforce in the operation of its cannabis establishment. Prime Tree’s diversity plan was created to enrich our community members and level the playing field for all individuals after years of oppression, discrimination, and inequality for minorities in society and the workforce. Prime Tree strives to promote equity among minorities, women, veterans, people with disabilities, and people of gender identities and sexual orientation who self-identity as lesbian, gay, bisexual, transgender, queer, or questioning such identities and commonly known as LGBTQ+ (hereinafter “equitable demographic group”). Prime Tree intends to promote equity by providing the equitable demographic group of individuals with tools and opportunities they need to achieve social and economic self-sustainability. Our company is seeking to create an inclusive work environment welcoming and respecting all people based on merit and skill regardless of race, creed, colors, national origins, disabilities, gender, age, sexuality and orientation. Our diversity will make our company stronger and improve our ability to empower our community. 2.Compliance: Prime Tree shall adhere to all laws in fulfilling its diversity plan, including, but not limited to the requirements set forth in 935 CMR 500.105(4) which provides the permitted and prohibited advertising, branding, marketing, and sponsorship practices of Marijuana Establishments. This plan, and all actions taken by Prime Tree, will not violate the Commission’s regulations with respect to limitations on ownership or control or other applicable state laws. The progress or success of this plan will be demonstrated upon each license renewal period, commencing one year from provisional licensure. 3.Plan Goals: The equitable demographic group this diversity plan seeks to benefit shall be specifically defined in our goals: I.Increasing the number of individuals from the equitable demographic group working in the company and providing tools to ensure their success. The company shall hire, at a minimum, one person of each category of the equitable demographic group being one woman, one individual that is a racial minority, one member of the LGBTQ+ community, one military veteran and one individual with a physical or mental disability. The individuals will be made a written offer of employment or shall already be on the company’s active roster of active workforce within the first year of being licensed for operations. II.Increasing the number of individuals from the equitable demographic group working in the company in a managerial or executive position. The company shall hire, at a minimum, one person from the equitable demographic group in a managerial or executive position. The individuals will be made a written offer of employment or shall already be on the company’s active roster of active workforce within the first year of being licensed for operations. 2 4. Programs to achieve Goals: I. Prime Tree’s original owners support the company’s perpetual commitment to an inclusive environment and economic opportunities for all based upon merit regardless of their own race, sex, status, gender identities, and sexual orientation. Prime Tree intends to increase the workforce of individuals of the equitable demographic group by offering any future offers of employment and sales of any ownership interest in the company in a non-discriminatory manner. Prime Tree intends to increase its future workforce and ownership interest of individuals of the equitable demographic group by publicizing future public offerings with a focus of interest for persons of the equitable demographic group in the local newspapers in our surrounding area. Prime Tree will prioritize offers to individuals from the equitable demographic group. Recruiting efforts and interviews will increase in intensity if the diversity plan is not met. Prime Tree seeks to increase the opportunities for individuals from the equitable demographic group to enter the adult-use cannabis industry. Prime Tree will provide informational sessions to provide knowledge of employment opportunities, and training seminars for skill-building. Prime Tree seeks to partner with as many individuals from the equitable demographic group that can contract with Prime Tree to render services and products. Prime Tree intends to further seek partners from the equitable demographic group that own small businesses in the cities in which we operate. Prime Tree utilizes a non-discriminatory hiring practice for third party vendors. 5. Reconciliation of Plan Success through Metrics: Prime Tree will reconcile the success of its diversity plan by performing quarterly reviews of company statistics, third-party publications, and personnel reports relative to all actions taken to reach the seven goals. The progress or success of this plan will be demonstrated upon each license renewal period, commencing one year from provisional licensure. In an effort to fully understand the impact of Prime Tree’s success, quality reporting from employees involved in effectuating the diversity plan will be reviewed and recommendations implemented. Prime Tree’s measurement metrics seek to identify the: 1. the number of individuals from the equitable demographic group who were hired, retained and promoted; 2. the number of new positions created for individuals from the equitable demographic group since initial licensure; 3. the number and type of trainings, community outreach events, informational sessions, 4. the number of and type of community outreach events, information sessions, and third-party sponsorships; and 5. the number of postings in diverse publications and general publications. PRIME TREE LLC QUALIFICATIONS AND INTENDED TRAININGS FOR AGENTS 1. Positions for Employment: Chief Executive Officer – CEO- Patrick Maloy and Jeffrey Pepi Qualifications: Responsible for providing business direction, creating, communicating, and implementing the organization’s vision, mission, and overall direction – i.e. leading the development and implementation of the overall organization’s strategy, fixing prices and signing business deals, recruitment, payment of salaries, signing checks and documents on behalf of the company, evaluates the success of the organization General Manager- Devon Soloniewicz Qualifications: Responsible for managing the daily activities in the company, responsible for recruiting, training and managing staff, responsible for processing orders, responsible for ordering, selling and controlling all inventory, managing the organizations’ budgets, keeping statistical and financial records, preparation of publicity materials and displays, handles marketing services, meeting other licensed facilities representatives and interfaces with third – party providers (vendors), controls the sales floor inventory, supervises the entire sales staff and workforce, handles any other duty as assigned by the CEO Compliance Officer- Nicholas A. Gomes, Esq. Qualifications: The compliance officer will be responsible for ensuring that proper procedure is in place as well as followed to ensure compliance. They will be responsible for thoroughly understanding compliance laws, as well as providing adequate communication to managers and employees about such laws. Requirements: Experience working with compliance issues and are well versed in the CCC compliance parameters. Information Technologist Qualifications: Manages the organization website, handles ecommerce aspect of the business, responsible for installing and maintenance of computer software and hardware for the organization, manages logistics and supply chain software, Web servers, e- commerce software and POS (point of sale) systems, manages the organization’s CCTV, handles any other technological and IT related duties COVID-19 Manager Qualifications: Responsible for cleaning the store facility at all times, ensures that sanitation is upheld in the facility, with proper hand sanitization stations prepared, cleaning both the interior and exterior of the property, including high contact areas such as handles and any other duty as assigned by the General Manager. Requirements: Continuing Training Program Cultivator Qualifications: The handling of all marijuana cultivation processes, systems, and procedures including tracking and reporting. Product Manufacturer Qualifications: The manufacturing of safe quality marijuana and marijuana products. 2. Agent Training: All employees and agents of Prime Tree LLC Inc., must perform training prior to performing job functions. Training shall be tailored to the roles and responsibilities of the job function the employee/agent is expected to perform. In addition to specific job function training, all employees/agents shall be required to take a Responsible Vendor Program under 935 CMR 500.105(2)(b). All employee/agents shall be required to receive at least eight hours of on-going training each year. 3. Responsible Vendor Training Program: Upon licensure or renewal of licensure, as applicable, all current owners, managers, and employees of Prime Tree LLC that are involved in the handling and sale of marijuana shall attend and successfully complete a responsible vendor program, and maintain Prime Tree LLC’s status as a “responsible vendor.” Prime Tree LLC shall select a Commission approved Responsible Vendor Training Program for its Responsible Vendor Training. All owners, managers, and employees involved in the handling and sale of marijuana shall successfully complete the responsible vendor program once a year thereafter. All new employees involved in the handling and sale of marijuana shall be required to successfully complete a responsible vendor program within ninety days of hire. Prime Tree LLC shall offer the responsible vendor program to administrative employees to take on a voluntary basis. All records of responsible vendor training program compliance, including test results, shall be kept for four years and made available to inspection by the Commission and any other applicable licensing authority upon request during normal business hours. PRIME TREE LLC ENERGY COMPLIANCE PLAN 1. General. The Company shall follow this energy compliance plan to identify potential energy-use reduction opportunities, consider opportunities for renewable energy generation, strategize to reduce electric demand and engage with energy efficiency programs offered pursuant to M.G.L. c. 25, § 21. 2. Energy Consumption Monitoring. The Company shall identify potential energy-use reduction opportunities (such as natural lighting and energy efficiency measure), and plan for implementation of such opportunities through energy consumption monitoring. The Company shall review the proposed energy consumption of its project and make adjustments to operations based on energy-usage data collected. The facility upgrades, renovations, and future expansions shall be analyzed for energy saving opportunities. All energy saving opportunities shall be analyzed when equipment fails and needs to be replaced. 3. Renewable Energy Generation. The company shall consider all opportunities for renewable energy generation and include such energy generators into its building and site plan. The company seeks to use energy generators including electric vehicles, solar panels, wind turbines, and renewable thermal to reduce and stabilize its energy costs. The company will evaluate and make energy supply decisions based on the needs of the operation as it progresses and make decisions to promote renewable options when possible. Renewable and alternative energy opportunities will be implemented when facilities are selected, upgraded, improved, or expanded. The company will consider all available incentives and bill savings including programs which can help offset costs of renewable and alternative energy installation, such as: • Massachusetts Department of Energy Resources’ Solar Massachusetts Renewable Target (SMART) (http://masmartsolar.com/); • Renewable Portfolio Standard (https://www.mass.gov/guides/rps-class-i-and-class-ii-statement- of-qualification-application); and • Alternative Portfolio Standard (https://www.mass.gov/guides/aps-renewable-thermal- statement-of-qualification-application; https://www.mass.gov/guides/apply-to-the-aps-chp- flywheel-storage-and-fuel-cells). 4. Reducing electric demand. The company shall implement strategies to reduce its electric demand. Energy demand will be monitored monthly and adjustments made based on the data. The company will reduce electric demand with lighting schedules, active load management, energy storage, and electric vehicles. 5. Mass Save. The company shall engage with all Mass Save programs for energy efficiency offered under M.G.L. c. 25, § 21. The company shall seek energy efficiency and demand reduction measures through lighting, heating ventilation and air conditioning, vehicle selection, and other equipment. The company shall regularly reach out to Mass Save vendors to learn of new financial incentives, opportunities, rebates, and other audit reports are available. 6. Transport and Delivery Specific. The company shall use electric vehicles and alternative fuels such as biodiesel and natural gas to reduce carbon emissions and increase our energy security. Our intent is to have a fleet entirely of electric or hybrid technologies and will regularly evaluate for alternative fuel vehicle options. Energy and water conservation strategies shall be employed at the physical facility for transportation and delivery (e.g. garage, dispatch) should also be included. We seek to install an outdoor shelter for our fleet parking with solar panels on the shelter roof. 1 PRIME TREE LLC ODOR CONTROL PLAN 1. Facility Information: a.Name of Facility: Prime Tree LLC b.Facility Address: 4 Technology Way, Salem, MA 01970 c.Point of Contact: Devon Soloniewicz, 207-205-1724 d. Facility Type: Licensed Marijuana Establishment; e. License Type: Cultivation and Manufacturing f.Floor Plan: See Appendix 1 g. Hours of Operation: 24 hours a day with staff from 7am to 10pm 2. Facility Odor Emissions Information: General: Prime Tree specifically designed its establishment with odor control features to limit and prevent the emission of cannabis odor from the building and property. Each license type in the establishment was scrutinized to ensure the odor control measures were adequate for each license and narrowly tailored to prevent the creation of a nuisance from marijuana odor. Prime Tree understands marijuana has a unique pungent aroma offensive to some people and will safeguard the escape of offending smells through its odor control systems and procedures. Floor Plan: The building layout and odor controls are depicted in the schematics included as Appendix 1. The location of doors, windows, ventilation systems, and odor sources are identified on Appendix 1. Exterior Doors/Windows: The windows and doors of the building depicted in (Blue) shall always remain shut and locked except for emergencies and necessary ingress and egress. At no time shall marijuana be visible from a window or exterior entry door. At no time shall marijuana odor exit any windows or doors to allow a release of odor. Odor Zones: The odor sources of areas with marijuana present are depicted in corresponding Green zones for cultivation purposes. These zones are where the presence of marijuana odor is high and odor control is required. The remaining areas are reserved for employees, hallways, and storage of non-marijuana materials. The entire building and each odor zone envelope will always remain sealed. Ventilation Systems: The ventilation systems are depicted and service the corresponding odor zones. The building is outfitted with HVAC and specific ventilation system air scrubbing technology by activated carbon filtration to remove offending odors where necessary. Any air emitted from the ventilation systems will be clean and possess little to no odor discernable as marijuana. No marijuana odor or nuisance odors shall be noticeable to neighbors, residents, or passing traffic. Cultivation: The cultivation of live marijuana plants will be conducted only in the areas shown on the schematic as Flower Room and Processing Room. The cultivation zone is a sealed laboratory condition with full environmental controls including temperature, humidity, and odor 2 control. The cultivation area is in operation twenty-four hours a day and will create high levels of marijuana odor. The odor control measures will operate twenty-four hours a day. All air in the cultivation zone is captured, filtered, cleaned, and exhausted out of the building through the ventilation system. Manufacturing: The manufacturing zone will be conducted only in the areas shown on the schematic as Manufacturing located in the building. The manufacturing zone is a sealed laboratory condition for the processing of marijuana into edibles and other products in a commercial kitchen setting. The manufacturing area is in operation twenty-four hours a day and will create medium to low levels of marijuana odor. The infusion of marijuana into an edible is with the medium of marijuana distillate. The distillate is an oil concentrate with little to no odor and flavor. The company intends to purchase and manufacture distillate for its infusions to limit the potential for odor in the manufacturing zone. When cultivation is in operation and other methods of manufacturing of raw marijuana can be processed then any such odor is captured, filtered, cleaned and exhausted out of the building through the ventilation system. Vaults: The vaults are sealed and locked protective rooms for the safe storage of marijuana and marijuana products. All marijuana and marijuana products in the vault will be in air-tight child- proof packaging. The vault zones will not emit any levels of marijuana odor into the interior air and will not emit any marijuana odor from the building. 3. Odor Mitigation Practices: General: The company’s odor mitigation practices are all based on industry-specific best control technologies and best management practices for odor-emitting sources. The company combines administrative practices and environmental controls to reduce and eliminate odor. A. Administrative Controls: (i)The company shall implement procedural activities to prevent odor nuisance. The company utilizes building management responsibilities of isolating odor-emitting activities into zones and ensuring odor from one zone isn’t transferred to another. This is most important in the separation of the cultivation and manufacturing from the retail floorspace. The use of sealed doors separating the zones requiring key- card access isolates odor-emitting activities from other areas of the building. (ii) Staff training procedures: Owners and Management are responsible to assist in training all employees about odor control. The odor control training shall include best practices of marijuana handling and storage, concealing and isolating odors, using the environmental controls and ventilation systems. Training will be required for all new employees and conducted on a reoccurring quarterly basis. The importance of closing doors, windows, and marijuana containers will be stressed for all employees. All marijuana processing shall be isolated so as not to escape to other zones. Management will be trained on all environmental controls to ensure the exhaust and filtration systems are running as required during all operations. 3 (iii) Recordkeeping systems and forms: The company shall maintain all records of odor complaints, purchases of replacement carbon, performed maintenance tracking, documentation and notification of malfunctions, scheduled and performed training sessions, and monitoring of administrative and engineering controls. Owners, Managers, and Safety Directors are responsible for receiving odor-related complaints. All complaints shall be recorded in a logbook or complaint report. The company shall respond to the complainant after resolving the problem informing them what action was taken. (iv) Auditing: The company shall audit its odor control measures by quarterly testing to ensure employee compliance and engineering control success. The company shall regularly update its odor control measures as necessary to meet the needs of the company’s odor creation and emission. B. Engineering Controls: (i) The company’s engineering controls shall be installed and maintained as operational on the commencement of the establishment and all days in operation. The engineering controls shall be sufficient to effectively mitigate odors for all odor sources including carbon filtration. The company’s engineering controls are consistent with accepted and available industry-specific best control technologies designed to effectively mitigate odors for all odor sources. (ii) Engineering Control Components: The engineering control components include air capture, filtration, and exhaust through a ventilation system. The ventilation system components shall be maintained and kept in good working order. The system is designed to treat the most offending odor-emitting activities of cultivation with carbon filtration. The medium-low odor areas are serviced by HVAC components to capture, filter, and exhaust through the ventilation system. All air exchanges shall be of sufficient rate to treat odorous areas to meet the needs of each zone. Each zone shall have odor capture mechanisms and exhaust systems with the necessary flow rates and rates of absorption to meet the needs of each zone. C. Maintenance Plan: The Management and designated employees shall be responsible for maintaining the engineering controls to ensure the odor mitigation systems are in good working order and performing as necessary to meet the needs to effectively mitigate odor. All carbon filters and other components shall be replaced as necessary to maintain performance. D. Timeline: The design, review, installation and operation of the various odor mitigation practices shall be fully operational before final licensure from the City and State. Appendix G - Host Community Agreement Application CITY OF SALEM APPLICATION FOR A MARIJUANA ESTABLISHMENT HOST COMMUNITY AGREEMENT File eight copies with City Solicitor, 93 Washington Street, Salem MA. Must be accompanied by seven copies of the application and of all required supporting materials and completed in full. INDICATE TYPE(S) OF ESTABLISHMENT(S): ☐MARIJUANA CULTIVATOR (indicate tier: _________) ☐CRAFT MARIJUANA COOPERATIVE ☐MARIJUANA PRODUCT MANUFACTURER ☐MARIJUANA RETAILER ☐MARIJUANA TRANSPORTER ☐MARIJUANA RESEARCH FACILITY ☐INDEPENDENT MARIJUANA TESTING LABORATORY ☐MARIJUANA STANDARDS TESTING LABORATORY ☐MARIJUANA MICRO-BUSINESS PRIORITY APPLICANTS – CHECK WHICH CATEGORY APPLIES: ☐ECONOMIC EMPOWERMENT APPLICANT ☐SOCIAL EQUITY APPLICANT ☐RMD APPLICANT ☐OTHER PRIORITY APPLICANT Corporation Name (If applicable) Business Name (D/B/A) APPLICANT(S) (Sole proprietor) Physical Location: City State Zip Address Mailing Address (If different than location) City/Town State Zip City State Zip Telephone Number Fax Number Business Telephone Number Fax Number Tax I.D. number Massachusetts Cannabis Industry Portal number Email Address Website 1. Is applicant a corporation, limited liability company, or limited partnership? YES ☐ NO ☐ x x x x Prime Tree LLC 4 Technology Way Salem, MA 01970 226 South Main Street, #6 Fall River, MA 02721 508 264 2530 Cultivator: MCN283233; Manufacturer: MPN281993 ngomes@ngomeslaw.com; primetreecannabis@gmail.com X Tier 3, 10,001-20,000 If Yes, please complete the Corporate Information required for Business Entities who are licensees. 2. Is the physical location of the business leased or owned? _____________________________ Provide copy of deed or lease. 3. Do you have experience managing a business in the marijuana industry? Please describe. ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ 4. Do you own or have any interest in any another marijuana establishment(s), including registered marijuana dispensaries or medical marijuana treatment centers? ☐ Yes ☐No If yes, please provide Name and physical location of any other such establishments: ______________________________________________________________________________ ______________________________________________________________________________ 5. Please specify your intended days and hours of operation: ______________________________________________________________________________ ______________________________________________________________________________ 7. How will you prevent diversion of marijuana from your establishment? (attach additional pages if necessary): _____________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ 8. Will you agree to the minimum HCA conditions outlined above? YES ☐ NO ☐ 9. Does any owner, director, manager, officer, or investor have an existing or previously existing business or property in Salem that owes any delinquent taxes, fees, fines, penalties, or other monies to the City of Salem? YES ☐ NO ☐ Leased. Yes. Jeffrey Pepi/Nicholas Gomes own MA provisional licenses in New Bedford. Patrick Maloy has owned and operated several cultivation and manufacture operations in numerous states and countries. X Jeffrey Pep- Tree Beard Inc., and Tradesman Exchange LLC Nicholas Gomes- Tree Beard Inc., Tradesman Exchange LLC, and 195 East LLC __________________________________________24 Hours a day every day of the year for cultivation. Staff on-site from 7am-10pm. 6.Describe in detail the premises to be licensed, including plans for customer flow, security, delivery, and signage (attached additional pages if necessary): ___________________________ See Business Plan and incorporated plans See Business Plan and incorporated plans X X 10. I confirm that this application comports with Section 2-461 of the City of Salem Code of Ordinances, available here: https://library.municode.com/ma/salem/codes/code_of_ordinances?nodeId=PTIIICOOR_CH 2AD_ARTIIIOFEM_DIV8CITRCO_S2-461DERESULIPEFAPAMUTACH. YES ☐ NO ☐ 11. Has any owner, manager, director, officer, investor, or other individual affiliated with the applicant been convicted of any criminal disqualifying conditions, offenses, and violations pursuant to 935 CMR 500? YES ☐ NO ☐ If YES, please explain: _______________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ 12. Please indicate any additional conditions, considerations, or benefits you wish to propose for the HCA. (attach additional pages if necessary):____________________________________ ______________________________________ ________________________ Print Name Print Name ______________________________________ ______________________________________ Signature of Applicant or Corporate Officer(s) Signature of Applicant or Corporate Officer(s) ______________________________________ ______________________________________ Print Name Print Name _____________________________ Date of Application To be completed by Legal Department Date and time received: ____________________________ ☐Seven copies of application received. ☐Seven copies of required supporting materials received. ☐Payment of CORI fees included in full: $_____________ X _____________________See Business Plan and incorporated plans_________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________ ______________________________________ Signature of Applicant or Corporate Officer(s) Signature of Applicant or Corporate Officer(s) Patrick Maloy Jeffrey Pepi X DocuSign Envelope ID: 5029128F-F848-49A0-8CD6-BCC47123F3C2 1/25/20211/25/2021 PREMISES DIAGRAM In an effort to clearly define your premise, all applicants must submit a diagram of the premise in addition to a completed license application. You may submit a diagram here or attach a plan of the premises. Diagrams should be as accurate as possible. Be sure to label the areas of your diagram including entrances, office area, kitchen, storage areas, restrooms, parking locations, signage, loading areas, transaction locations, and so forth. 4 Technology Way Salem, MA 01970 Side Entrance Loading Dock Cultivation area Manufacturing Area Cultivation RoomsCultivation Rooms SECOND FLOOR Q , drawing title: ~ )> 0 Second 0 • N drawn: jpl M L K J I H F 0 D C B A Floor scale: 3/32" = 1 • -o" "' "' o_ 00 I .... • "' "' I -.J • "' "'· I -.J • "' 0, "' "' "' "' ~ 0, I 0, ' "' I "' • I "' • ..... I "' ' "' "' dote, B/1B/10 8" _,,_ __ I 21 1 -6 11 OPEN SEA TING AREA 231 -11" 24'-4" 0 I 0, ' ,_ __ 27'-10" nichih< panel __ ...; wall extrude• 8" 17'-5" FUME HOOO DUCT CHASE 21'-9" CONFERENCE STORAGE STORAGE oo_ 00 ' 0 "' 166' 54'-2" 13'-8" 4'-6" ~+-+-rH++++ttt-DOWN ~ S7 /RSC.. 19'-8" 9'-6" COMMON ELEVATOR LOBBY FUME HOOD oucr CHASE ' ' ' \ ' ' ' l ' 20'-7" 27'-10" nichiha I wall extruded Sl(YL/GHT A;~VE--,_ ,-----ll-'"'--'-='"'i . '•, . . •• //···· <··········· 21'-6" panel! 8" COMMON COR~!DOR BELOW 14' II 00 ' ~ L.:J =--~□ KITCHEN CSTORAGE :J JC ' ;::i JC C ,-.:....-6' -11-PME~ N ~ E~ IX ~ X §ME;,-V ~ME~ t:::=rr=====,i:=:jl " EMPLOYEE LOUNGE COVERED BALCONY CORRIDOR 12' r-,_ ,,,--, !----=----------< I V I rv7 ~ .... - --< "' 0 ~ ..... ·-.... _ - "' "' 00_ o_ I "' • . .... 0, I ~ ~ ' OFFICE c.. :, C OFFICE OFFICE ( I C OFFICE OFFICE "' o_ 8 - ~ "' c.D_FUTURE chLAB3 4 C WALK-IN • RESEARCH QC LAB l) : i 0 ~ '" 0 § " LAB CORE 40'-3{ WEIGH ROOM l) LAJ FUTURE LAB 4 26'-10~" LAB 2 "' 0 ( I "' 8' a"' r1J 8 , ! 23'-10~" 21'-101" lt----11=,1-----~----II lt------=-2 -f--+-II "' 00. '-!. I ~ 0 ,-,,~ • 1 "' <J},/EETING iJIOOM 25'-9" 7•-101 11 2 project: 00 OFFICE 4 1 -11" 12' 60' 2 DARK ROOM u OF/ ICE OFFICE 1 ' 12' 3 No 13'-8" 4'-6" 9'-2" "' ' ~ ~--LLLLLLl..LJ.-LI 14'-4" 4 4.5 Revisions "' I "' ' 5 1 o' ~ I ~ ---~ 'i h, '" OJ "' \.) tii I £'. r-- ~I 17-\\ U.S. BIO CORRIDOR BEL OW 40' Date consultants: 8' 8' 0 ,. , . I: 6.5 II II 47'-10" CONFERENCE 0 12' OFFICE/ ' 11 '-2" OFFICE ' OFFICE 5• l ('' ' SERVER"-_ t 3• 0 RESTROOM 11'-1" 0 " 11' OFFICE OFFICE "' 00_ I 0, ' -.J I 00 -.J . I -.J ' u \ _) 8 ~ "' ,. "'· J ~ OFFICE "'· _, V OFFICE ~ 14' '-!. WARREN 29'-7" Is· 9 00 I -.J "' '" o_ ' .... .... ~ o· ~ "' 0 'O 0 ~ ~ "' 00 ~ 1· =o ' U.S. Biologica I 1 Preliminary Layouts 12.9.10 DiLULLO ASSOCIATES INC. Technolgy Way Salem Massachusetts 2 3 4 nroaress for oermit General Revisions 01.03. 11 03. 10.11 03.22. 1 1 ARCHITECTS PLANNERS 16 CRYSTAL STREET, MELROSE, MASSACHUSETTS 02176 tel: (781) 662-3498 fax: (781) 662-8389 First Floor Cultivation RoomCultivation Room Manufacturing, Processing Room Outgoing Transport Area Secure Entrance )> • CD K 0 CD H G 0 E D C A drawing title: First Floor N cr, o_ N "· I -.J ' N cr, N "' N cr, "' I N ' I N ' N "' \I/ 15' DOCK drawn: jpl scale: 3/32" = 1'-0" date: B/18/10 21'-6" T-\ /./·' otrKJ Bl'(1BERS DO(t-K 15' 166' 14'-4" ' ca 24'-4" °t!Fi==----==i=! cr, 0 0 ,_ H N N "'· 12' 1• ELECT. N ' -=======: N D I • ca ' OFFICE LAB MGR QC MGR MTG ROOM b 0-CAGE g' rv7 0 45' ,_ __ 27'-10" nichih< panel __ _, wall extrude, 8" 5, 0 /0 S. F.+--- MAINTENANCE GARAGE 15'-7" WOMENS LOCKERS I C. EMERGENCY ELECTRIC ROOM , Tfh/DATA 7' 6" ,-7' 6" C\ I u - 0\/ 1\)7 '-7 '-6 '-6 '-7 ~ ,,--- l) ~ 29' 111 _. MFG 3 "'· MFG2 ~SHIPPING/ 1 ·RECEIVING -.J 22'-4" 8' "' 3 / "' "' o_PACJ<AGING 5'-0" I N ' N -': I 9 14'-6" MENS LOCKERS "' g' 29' 11" N O STORAGl I 0 ' "' b ~ S AIRS --f-t-t+++-H-++-lf-UP 4 , 6" -13'-8" 14'-7" MFG4 "'· MFG5 _!_. / - 25' 0 -20 'JEG 0 I ... , o_ 25' 4DG 30'-9" ~ /1 u, 13'-8" 1r----+-----+----+---t~l Y L-======· =t::::====H cr, TECH OFFICE \J l) TECH OFFICE ... _ 7 OFFICE ~ 13'-8" -----,f-H++l-+-l++-11--'1,P <D rr -lf---~LL<-"'---'1 Ul 14'-4" I ,._ _____ _, "' / ' ' ' ' l ' ' ' ' 25' 25' ' ' ' ' ' ' ' ' ' l ' ' ' ' COMMON ELEVATOR LOBBY 14'-10" l 0 0 0 20'-7" 21'-6" t----27'-10" nichiha panel------t I wall extruded 8" I co= ' >- Is" " ' 8' 0 "'-;>~3 ~ON --... _ 'ANCE ·--, ·--, vi_ ·--,__ I □JC CAFE r;> QI 1:::J -l>c 8'-0" cr, I cr, 25' U.S. BIO. LOBBY 14'-11" ' 7' " / 1 I STORAGE ffi C MEN L_ '"'\ lo ~ EMPLOYEE ~ CAFE Cb MEN ~ lol / <.'-"'~ H WALL WOM~ CAFE ~ STORAGE N 1· OFFICE ' ,<.- ' , "' " L I co.~ 10UTSIDE "'•n---+°'~ I 2,2• i"PA TIO N u, COAT ROOM I . ~ o, I ... ' 0 IF==~III\ '="l======s/-<-oFFICE -IS I -IS 14' ,,.- I COPYROOM 11 CONFERENCE 25'-10" 10'-9" \JU VISITOR'S CHECK-IN OFFICE (RECEPTION) STORAGE 'du'' RESTROOM OFFICE PAT 29'-7" OFFICE "" I OFFICE ~ OFFICE I ~----4 "' ' "" I "' ' "' ~ "'· o I = o= ro X ~ 2 0. ro 0. "' ' 20'-" 12' 12' l~,a -----1-~"~---b,,,_/t-',=cl--ll~a -----,'.~-I,,-'-"" Jca· 20' j 1 0 project: U.S. Biological Technolgy Way Salem Massachusetts 3 Na 1 2 3 4 G Revisions Preliminary Layouts nroaress for oermit General Revisions 11 '-" 16' -0" 11'-6" 39' 12'-7" 5 Date consultants: 12.9.10 01.03.11 03. 10.11 03.22.11 0 8 0 DiLULLO ASSOCIATES INC. ARCHITECTS PLANNERS 16 CRYSTAL STREET, MELROSE, MASSACHUSETTS 02176 tel: (781) 662-3498 fax: (781) 662-8389 Responses to questions below must match information on file with the MA Secretary of State’s office. 1. Exact legal name: _______________________________________________________________ 2. Doing Business As, if any: _______________________________________________________ 3. Date of filing with Secretary of State: __ _ State in which you are formed: _________ 4. If not a MA business entity, date on which you were authorized to transact business in the State of MA _______________________________________________________________________________ 5. List the name, addresses and title of officers, directors and list the percentage ownership: (attach additional sheets as needed) NAME ADDRESS TITLE % OWNERSHIP (Stock ownership in non-publicly traded companies must add up to 100%.) ____________________________________ _____________________ Signature of Duly Authorized Person Date Corporate Information Required for Business Entities Prime Tree LLC MA Patrick Maloy Jeffrey Pepi Devon Soloniewicz Nicholas A. Gomes 382 Main Street, Acushnet, MA 02743 Owner 2% 10% 51% Alan Feldman Owner 5% Owner/CEO Owner/Manager Owner 32%1512 E. Broward Blvd. Ft. Lauderdale, FL 13301 170 Elm Street New Bedford, MA 02740 10396 W. State Road 84, Suite 106, Davie, FL 33324 86 Sunny Brook Circle, Waterboro, ME 04061 1/04/2021 Prime Tree DocuSign Envelope ID: 5029128F-F848-49A0-8CD6-BCC47123F3C2 1/25/2021 Appendix H Cannabis Control Commission Applications # MCN 283233 and MPN281993 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd2651563caf5075a67e8a0 2/15 Mailing Address 1:226 South Main Street Mailing Address 2: Mailing City:Fall River Mailing State:MA Mailing Zip Code:02721 Certied Disadvantaged Business Enterprises (DBEs) Certied Disadvantaged Business Enterprises (DBEs):Not a DBE DBE Documentation Applicants who identied as a Minority-, Women-, or Veteran-Owned Business above may qualify for expedited review of this license application. In order to qualify, additional steps are required: (1) Upload a completed DBE attestation form (available on the Commission’s website) and provide proof that you have signed up for the MA Supplier Diversity Ofce’s Free Business Class or (2) Provide documentation that your business has been certied as Minority-, Women-, or Veteran-Owned Business by the MA Supplier Diversity Ofce or other agency equivalent. Please note that certication will be veried prior to licensure. Priority Applicant Priority Applicant:Yes Priority Applicant Type:Economic Empowerment Priority Economic Empowerment Applicant Certication Number:EE202151 RMD Priority Certication Number: RMD Information Name of RMD: Department of Public Health RMD Registration Number: Operational and Registration Status: Certicate of Registration Upload a scanned copy of your current Certicate of Registration (Provisional or Final) from the Department of Public Health 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd2651563caf5075a67e8a0 3/15 To your knowledge, is the existing RMD certicate of registration in good standing?: If no, describe the circumstances below: Persons with Direct or Indirect Authority Person with Direct or Indirect Authority 1 Percentage Of Ownership:51 Percentage Of Control:51 Role:Owner / Partner Other Role: First Name:Jeffrey Middle Name:G Last Name:Pepi Sufx: Former Last Name: Alias - 1:Alias - 2:Alias - 3: Phone:774-722- 3387 Email:jpepi007@gmail.com Primary Address 1:170 Elm Street Primary Address 2: City:New Bedford State:MA Zip Code:02740 Gender:Male User Dened Gender: What is this person's race or ethnicity?:White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 2 Percentage Of Ownership:10 Percentage Of Control:10 Role:Manager Other Role: First Name:Devon Middle Name:A Last Name:Soloniewicz Sufx: Former Last Name: Alias - 1:Alias - 2:Alias - 3: Phone:207-205- 1724 Email:emeraldbrands@gmail.com Primary Address 1:86 Sunny Brook Circle Primary Address 2: City:North Waterboro State:ME Zip Code:04061 Gender:Female User Dened Gender: 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd2651563caf5075a67e8a0 4/15 What is this person's race or ethnicity?:White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 3 Percentage Of Ownership:32 Percentage Of Control:32 Role:Owner / Partner Other Role: First Name:Patrick Middle Name: Last Name:Maloy Sufx: Former Last Name: Alias - 1:Alias - 2:Alias - 3: Phone:786-247- 4998 Email:pmaloy@prime- strategies.com Primary Address 1:10161 East Broadview Drive Primary Address 2: City:Bay Harbor Islands State:FL Zip Code:33154 Gender:Male User Dened Gender: What is this person's race or ethnicity?:White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 4 Percentage Of Ownership:2 Percentage Of Control:2 Role:Owner / Partner Other Role: First Name:Nicholas Middle Name:A Last Name:Gomes Sufx: Former Last Name: Alias - 1:Alias - 2:Alias - 3: Phone:508-264- 2530 Email:ngomes@ngomeslaw.com Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 Gender:Male User Dened Gender: What is this person's race or ethnicity?:White (German, Irish, English, Italian, Polish, French) 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd2651563caf5075a67e8a0 7/15 Marijuana Establishment Name:Tradesman Exchange LLC Business Type Other Marijuana Establishment City:New Bedford Marijuana Establishment State MA Individual 3 First Name Nicholas Middle Name:A Last Name:Gomes Sufx: Former Last Name: Alias - 1:Alias - 2:Alias - 3: Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 Marijuana Establishment Name:Tree Beard Inc Business Type:Marijuana Retailer Marijuana Establishment City:New Bedford Marijuana Establishment State:MA Individual 4 First Name:Nicholas Middle Name:A Last Name:Gomes Sufx: Former Last Name: Alias - 1:Alias - 2:Alias - 3: Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 Marijuana Establishment Name:Tradesman Exchange LLC Business Type:Other Marijuana Establishment City:New Bedford Marijuana Establishment State:MA Individual 5 First Name:Nicholas Middle Name:A Last Name:Gomes Sufx: Former Last Name: Alias - 1:Alias - 2:Alias - 3: Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd2651563caf5075a67e8a0 11/15 Description of Background Events:Pending civil action for breach of consulting agreement in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. Case Number 2019-025210CA(44). Querry Group LLC v. Cansortium Holdings, LLC, Cansortium Inc., Jose Hidalgo, Patrick Maloy, and Jeffrey Reath. Cansortium has led defenses and a counterclaim on the basis that the plaintiff's machines did not work as represented and were of a poor quality causing signicant monetary losses for Cansortium. Individual Background Information 3 Role:Manager Other Role: First Name:Devon Middle Name:A Last Name:Soloniewicz Sufx: Former Last Name: Alias 1:Alias 2:Alias 3: Phone:207-205- 1724 Email:emeraldbrands@gmail.com Primary Address 1:86 Sunny Brook Circle Primary Address 2: Primary City:North Waterboro Primary State:ME Primary Zip Code:04061 Years at this Address:3 Date of Birth: Last Four Digits of Social Security Number RMD Association:Not associated with an RMD Background Question:No Description of Background Events: Individual Background Information 4 Role:Owner / Partner Other Role: First Name:Nicholas Middle Name:A Last Name:Gomes Sufx: Former Last Name: Alias 1:Alias 2:Alias 3: Phone:508-264- 2530 Email:ngomes@ngomeslaw.com Primary Address 1:382 Main Street Primary Address 2: 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd2651563caf5075a67e8a0 14/15 Monday From:7:00 AM Monday To:10:00 PM Tuesday From:7:00 AM Tuesday To:10:00 PM Wednesday From:7:00 AM Wednesday To:10:00 PM Thursday From:7:00 AM Thursday To:10:00 PM Friday From:7:00 AM Friday To:10:00 PM Saturday From:7:00 AM Saturday To:10:00 PM Sunday From:7:00 AM Sunday To:10:00 PM Emergency Contacts Emergency Contact 1 First Name:Devon Last Name:Soloniewicz Email:emeraldbrands@gmail.com Phone:207-205-1724 Fee Waiver Fee Waiver Request:Yes Social Equity Program or Economic Empowerment Number:EE202151 Attestations I certify that no additional entities or individuals meeting the requirement set forth in 935 CMR 500.101(1)(b)(1) or 935 CMR 500.101(2)(c)(1) have been omitted by the applicant from any marijuana establishment application(s) for licensure submitted to the Cannabis Control Commission.:I Agree I understand that the regulations stated above require an applicant for licensure to list all executives, managers, persons or entities having direct or indirect authority over the management, policies, security operations or cultivation operations of the Marijuana Establishment; close associates and members of the applicant, if any; and a list of all persons or entities contributing 10% or more of the initial capital to operate the Marijuana Establishment including capital that is in the form of land or buildings.:I Agree 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd2651563caf5075a67e8a0 15/15 I certify that any entities who are required to be listed by the regulations above do not include any omitted individuals, who by themselves, would be required to be listed individually in any marijuana establishment application(s) for licensure submitted to the Cannabis Control Commission.:I Agree For assistance please call the Cannabis Control Commission at 774-415-0200 or email at Commission@CCCMass.com MassCIP v.3.3.6 << Go To Previous Page Submit PRIME TREE LLC 170 ELM ST BLDG 1 NEW BEDFORD MA 02740-6007 Commonwealth of Massachusetts Department of Revenue Geoffrey E. Snyder, Commissioner mass.gov/dor CERTIFICATE OF GOOD STANDING AND/OR TAX COMPLIANCE Case ID: L0649688384 January 21, 2021 0-001-108-207 Letter ID: Notice Date: The Commissioner of Revenue certifies that, as of the date of this certificate, PRIME TREE LLC is in compliance with its tax obligations under Chapter 62C of the Massachusetts General Laws. This certificate doesn't certify that the taxpayer is compliant in taxes such as unemployment insurance administered by agencies other than the Department of Revenue, or taxes under any other provisions of law. This is not a waiver of lien issued under Chapter 62C, section 52 of the Massachusetts General Laws. Why did I receive this notice? What if I have questions? Visit us online! Visit mass.gov/dor to learn more about Massachusetts tax laws and DOR policies and procedures, including your Taxpayer Bill of Rights, and MassTaxConnect for easy access to your account: • Review or update your account • Contact us using e-message • Sign up for e-billing to save paper • Make payments or set up autopay If you have questions, call us at (617) 887-6400 or toll-free in Massachusetts at (800) 392-6089, Monday through Friday, 9:00 a.m. to 4:00 p.m.. Edward W. Coyle, Jr., Chief Collections Bureau The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $500.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Organization (General Laws, Chapter ) Identification Number: 001478401 1. The exact name of the limited liability company is: PRIME TREE LLC 2a. Location of its principal office: No. and Street: 4 TECHNOLOGY WAY City or Town: SALEM State: MA Zip: 01970 Country: USA 2b. Street address of the office in the Commonwealth at which the records will be maintained: No. and Street: 4 TECHNOLOGY WAY City or Town: SALEM State: MA Zip: 01970 Country: USA 3. The general character of business, and if the limited liability company is organized to render professional service, the service to be rendered: TO CARRY ON ANY BUSINESS PERMITTED UNDER MASSACHUSETTS GENERAL LAWS, CHA PTER 156C, INCLUDING, BUT NOT LIMITED TO MANUFACTURING OF GOODS. 4. The latest date of dissolution, if specified: 5. Name and address of the Resident Agent: Name: JEFFREY G PEPI No. and Street: 170 ELM STREET City or Town: NEW BEDFORD State: MA Zip: 02740 Country: USA I, JEFFREY G PEPI resident agent of the above limited liability company, consent to my appointment as the resident agent of the above limited liability company pursuant to G. L. Chapter 156C Section 12. 6. The name and business address of each manager, if any: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code MANAGER JEFFREY G PEPI 170 ELM STREET NEW BEDFORD, MA 02740 USA MANAGER PATRICK MALOY 1512 E. BROWARD BLVD. FT. LAUDERDALE, FL 13301 USA 7. The name and business address of the person(s) in addition to the manager(s), authorized to execute documents to be filed with the Corporations Division, and at least one person shall be named if there are no managers. Title Individual Name Address (no PO Box) MA SOC Filing Number: 202121225890 Date: 1/4/2021 7:15:00 PM ESCROW AGREEMENT This ESCROW AGREEMENT (“Agreement”) is made among Prime Tree LLC, a Massachusetts Limited Liability Company, a Massachusetts Limited Liability Company (“Applicant”) and Law Office of Nicholas A. Gomes, P.C., a Massachusetts Professional Corporation (“Escrow Agent”). Hereafter, Applicant and Escrow Agent may also be referred to collectively as the “Parties.” WHEREAS, Applicant seeks to apply for licensing under the Massachusetts Cannabis Control Commission (“CCC”); WHEREAS, Applicant seeks to deposit $5,000.00 with the Escrow Agent to satisfy the CCC bond requirement of 935 CMR 500.105(16)(a) requiring a sum of monies to be put in escrow for the coverage of liabilities; WHEREAS, the Parties desire to provide to the Escrow Agent certain indemnities and other protections regarding their respective duties and obligations with respect to the Escrow; and NOW THEREFORE, in consideration of the foregoing, and subject to the terms and conditions set forth herein, the Parties hereto agree hereby as follows: Article I. ESCROW Section 1.01. The Parties agree to establish an escrow account and the Applicant hereby appoints the Escrow Agent to hold the funds in deposit as an escrow agent who hereby agrees to act as such hereunder. Section 1.02. Applicant agrees to fund the Escrow contemporaneously with the execution of this Agreement. Section 1.03. The funds to be escrowed will be held in a non-interest-bearing client trust account maintained by the Escrow Agent Section 1.04. The Escrow Agent (i) acts hereunder as a depository only, (ii) undertakes to perform only such duties as are expressly set forth herein and (iii) assumes no obligations or responsibilities hereunder, other than to hold, release or otherwise dispose of the Escrow Funds as provided herein. Escrow Agent shall not be liable for any determination, error of judgment, fact or law, or any act done or omitted to be done with respect to the Escrow or the Escrow Funds, except for its own willful misconduct or gross negligence. Section 1.05. The Escrow Agent is holding the funds for the sole purpose of covering any costs incurred by the Commission to satisfy all outstanding state and local sales tax obligations, costs incurred to secure the Marijuana Establishment, costs incurred to destroy the marijuana and marijuana products in its inventory, and to cover the costs incurred by the Commission in dismantling or winding down of the Marijuana Establishment in accordance with its policies and governing laws. DocuSign Envelope ID: AEFC33A9-896C-4C65-92F6-ACE56F0D94E6 Article II. DISTRIBUTION OF FUNDS Section 2.01. Escrow Agent shall disburse the Escrow Funds to the CCC within three (3) business days after Escrow Agent receives a written direction from Applicant to disburse all or part of the funds to the CCC or the written demand from the CCC to release all or part of the Escrowed Funds to it or the Applicant. Section 2.02. Upon distribution of all the Escrow Funds in accordance with Section 2.01, this Escrow Agreement shall terminate and the Escrow Agent’s obligations hereunder shall cease. Section 2.03. In the event of a dispute between Applicant and the CCC as to the disposition of the Escrow Funds, the Escrow Agent in its discretion may (but shall not be obligated to) initiate an interpleader action and transfer the escrow funds to a Massachusetts court. The Parties shall not contest the right of the Escrow Agent to initiate an interpleader action. Once the Escrow Funds are pain into court, the Escrow Agent shall have no further responsibility or liability therefor. Article III. INDEMNIFICATION Section 3.01. Applicant hereby agree to reimburse, hold harmless and indemnify Escrow Agent for any loss, liability, damage or expense (including reasonable attorneys’ fees and other expenses of litigation) suffered or incurred by the Escrow Agent as a result of any claims, actions, causes of action, liabilities or other matters arising out of the Escrow or the Escrow Agent’s holding and disbursement of the Escrow Funds under this Agreement. IN WITNESS WHEREOF, the Parties have executed this Escrow Agreement on January 20, 2021. APPLICANT: PRIME TREE LLC ESCROW AGENT: LAW OFFICE OF NICHOLAS A. GOMES PC By:______________________ By:______________________ Name: Patrick R. Maloy Name: Nicholas A. Gomes, Esq. Title: Manager Title: Attorney, BBO#688415 226 South Main Street, #6 Fall River, MA 02721 508-901-9120 DocuSign Envelope ID: AEFC33A9-896C-4C65-92F6-ACE56F0D94E6 CERTIFICATION OF FUNDS USED TO INVEST IN PRIME TREE LLC WERE LEGALLY OBTAINED I, the undersigned, do hereby depose and state under oath: 1. All funds used to finance or invest in Prime Tree LLC, for the operation of a marijuana cultivation and manufacturing facility at 4 Technology Way, Salem, MA 01970 were lawfully acquired and all future investments of funds shall be lawfully acquired. 2. This certificate is made for compliance with 935 CMR 500 Adult Use of Marijuana, specifically 500.101 entitled Application Requirements. Signed under the penalties of perjury on ___________________. ___________________________ Patrick R. Maloy, Manager Prime Tree LLC DocuSign Envelope ID: AEFC33A9-896C-4C65-92F6-ACE56F0D94E6 1/20/2021 First, Middle, Last, Suffix Address, City or Town, State, Zip Code 8. The name and business address of the person(s) authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property: Title Individual Name First, Middle, Last, Suffix Address (no PO Box) Address, City or Town, State, Zip Code REAL PROPERTY PATRICK MALOY 1512 E. BROWARD BLVD. FT. LAUDERDALE, FL 13301 USA 9. Additional matters: SIGNED UNDER THE PENALTIES OF PERJURY, this 4 Day of January, 2021, JEFFREY G PEPI (The certificate must be signed by the person forming the LLC.) © 2001 - 2021 Commonwealth of Massachusetts All Rights Reserved THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: WILLIAM FRANCIS GALVIN Secretary of the Commonwealth January 04, 2021 07:15 PM MA SOC Filing Number: 202121225890 Date: 1/4/2021 7:15:00 PM ESCROW AGREEMENT This ESCROW AGREEMENT (“Agreement”) is made among Prime Tree LLC, a Massachusetts Limited Liability Company, a Massachusetts Limited Liability Company (“Applicant”) and Law Office of Nicholas A. Gomes, P.C., a Massachusetts Professional Corporation (“Escrow Agent”). Hereafter, Applicant and Escrow Agent may also be referred to collectively as the “Parties.” WHEREAS, Applicant seeks to apply for licensing under the Massachusetts Cannabis Control Commission (“CCC”); WHEREAS, Applicant seeks to deposit $5,000.00 with the Escrow Agent to satisfy the CCC bond requirement of 935 CMR 500.105(16)(a) requiring a sum of monies to be put in escrow for the coverage of liabilities; WHEREAS, the Parties desire to provide to the Escrow Agent certain indemnities and other protections regarding their respective duties and obligations with respect to the Escrow; and NOW THEREFORE, in consideration of the foregoing, and subject to the terms and conditions set forth herein, the Parties hereto agree hereby as follows: Article I. ESCROW Section 1.01. The Parties agree to establish an escrow account and the Applicant hereby appoints the Escrow Agent to hold the funds in deposit as an escrow agent who hereby agrees to act as such hereunder. Section 1.02. Applicant agrees to fund the Escrow contemporaneously with the execution of this Agreement. Section 1.03. The funds to be escrowed will be held in a non-interest-bearing client trust account maintained by the Escrow Agent Section 1.04. The Escrow Agent (i) acts hereunder as a depository only, (ii) undertakes to perform only such duties as are expressly set forth herein and (iii) assumes no obligations or responsibilities hereunder, other than to hold, release or otherwise dispose of the Escrow Funds as provided herein. Escrow Agent shall not be liable for any determination, error of judgment, fact or law, or any act done or omitted to be done with respect to the Escrow or the Escrow Funds, except for its own willful misconduct or gross negligence. Section 1.05. The Escrow Agent is holding the funds for the sole purpose of covering any costs incurred by the Commission to satisfy all outstanding state and local sales tax obligations, costs incurred to secure the Marijuana Establishment, costs incurred to destroy the marijuana and marijuana products in its inventory, and to cover the costs incurred by the Commission in dismantling or winding down of the Marijuana Establishment in accordance with its policies and governing laws. DocuSign Envelope ID: AEFC33A9-896C-4C65-92F6-ACE56F0D94E6 Article II. DISTRIBUTION OF FUNDS Section 2.01. Escrow Agent shall disburse the Escrow Funds to the CCC within three (3) business days after Escrow Agent receives a written direction from Applicant to disburse all or part of the funds to the CCC or the written demand from the CCC to release all or part of the Escrowed Funds to it or the Applicant. Section 2.02. Upon distribution of all the Escrow Funds in accordance with Section 2.01, this Escrow Agreement shall terminate and the Escrow Agent’s obligations hereunder shall cease. Section 2.03. In the event of a dispute between Applicant and the CCC as to the disposition of the Escrow Funds, the Escrow Agent in its discretion may (but shall not be obligated to) initiate an interpleader action and transfer the escrow funds to a Massachusetts court. The Parties shall not contest the right of the Escrow Agent to initiate an interpleader action. Once the Escrow Funds are pain into court, the Escrow Agent shall have no further responsibility or liability therefor. Article III. INDEMNIFICATION Section 3.01. Applicant hereby agree to reimburse, hold harmless and indemnify Escrow Agent for any loss, liability, damage or expense (including reasonable attorneys’ fees and other expenses of litigation) suffered or incurred by the Escrow Agent as a result of any claims, actions, causes of action, liabilities or other matters arising out of the Escrow or the Escrow Agent’s holding and disbursement of the Escrow Funds under this Agreement. IN WITNESS WHEREOF, the Parties have executed this Escrow Agreement on January 20, 2021. APPLICANT: PRIME TREE LLC ESCROW AGENT: LAW OFFICE OF NICHOLAS A. GOMES PC By:______________________ By:______________________ Name: Patrick R. Maloy Name: Nicholas A. Gomes, Esq. Title: Manager Title: Attorney, BBO#688415 226 South Main Street, #6 Fall River, MA 02721 508-901-9120 DocuSign Envelope ID: AEFC33A9-896C-4C65-92F6-ACE56F0D94E6 CERTIFICATION OF FUNDS USED TO INVEST IN PRIME TREE LLC WERE LEGALLY OBTAINED I, the undersigned, do hereby depose and state under oath: 1. All funds used to finance or invest in Prime Tree LLC, for the operation of a marijuana cultivation and manufacturing facility at 4 Technology Way, Salem, MA 01970 were lawfully acquired and all future investments of funds shall be lawfully acquired. 2. This certificate is made for compliance with 935 CMR 500 Adult Use of Marijuana, specifically 500.101 entitled Application Requirements. Signed under the penalties of perjury on ___________________. ___________________________ Patrick R. Maloy, Manager Prime Tree LLC DocuSign Envelope ID: AEFC33A9-896C-4C65-92F6-ACE56F0D94E6 1/20/2021 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd27b7091587f078718fccc 2/15 Mailing Address 1:4 Technology Way Mailing Address 2: Mailing City:Salem Mailing State:MA Mailing Zip Code:01970 Certied Disadvantaged Business Enterprises (DBEs) Certied Disadvantaged Business Enterprises (DBEs):Not a DBE DBE Documentation Applicants who identied as a Minority-, Women-, or Veteran-Owned Business above may qualify for expedited review of this license application. In order to qualify, additional steps are required: (1) Upload a completed DBE attestation form (available on the Commission’s website) and provide proof that you have signed up for the MA Supplier Diversity Ofce’s Free Business Class or (2) Provide documentation that your business has been certied as Minority-, Women-, or Veteran-Owned Business by the MA Supplier Diversity Ofce or other agency equivalent. Please note that certication will be veried prior to licensure. Priority Applicant Priority Applicant:Yes Priority Applicant Type:Not a Priority Applicant Economic Empowerment Applicant Certication Number:ee202151 RMD Priority Certication Number: RMD Information Name of RMD: Department of Public Health RMD Registration Number: Operational and Registration Status: Certicate of Registration Upload a scanned copy of your current Certicate of Registration (Provisional or Final) from the Department of Public Health 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd27b7091587f078718fccc 3/15 To your knowledge, is the existing RMD certicate of registration in good standing?: If no, describe the circumstances below: Persons with Direct or Indirect Authority Person with Direct or Indirect Authority 1 Percentage Of Ownership:51 Percentage Of Control:51 Role:Owner / Partner Other Role: First Name:Jeffrey Middle Name:G Last Name:Pepi Sufx:Former Last Name: Alias - 1:Alias - 2:Alias - 3: Phone:774-722- 3387 Email:jpepi007@gmail.com Primary Address 1:170 Elm Street Primary Address 2: City:New Bedford State:MA Zip Code:02740 Gender:Male User Dened Gender: What is this person's race or ethnicity?White (German Irish English Italian Polish French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 2 Percentage Of Ownership 10 Percentage Of Control 10 Role:Manager Other Role: First Name:Devon Middle Name:A Last Name:Soloniewicz Sufx:Former Last Name: Alias 1 Alias 2 Alias 3 Phone:207-205- 1724 Email:emeraldbrands@gmail.com Primary Address 1:86 Sunny Brook Circle Primary Address 2: City North Waterboro State ME Zip Code 04061 Gender:Female User Dened Gender: 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd27b7091587f078718fccc 4/15 What is this person's race or ethnicity?:White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 3 Percentage Of Ownership:32 Percentage Of Control:32 Role:Executive / Ofcer Other Role: First Name:Patrick Middle Name:R Last Name:Maloy Sufx:Former Last Name: Alias - 1:Alias - 2:Alias - 3: Phone:786-247- 4998 Email:pmaloy@prime- strategies.com Primary Address 1:10161 East Broadview Drive Primary Address 2: City:Bay Harbor Islands State:FL Zip Code:33154 Gender:Male User Dened Gender: What is this person's race or ethnicity?:White (German, Irish, English, Italian, Polish, French) Specify Race or Ethnicity: Person with Direct or Indirect Authority 4 Percentage Of Ownership:2 Percentage Of Control:2 Role:Owner / Partner Other Role: First Name:Nicholas Middle Name:A Last Name:Gomes Sufx:Former Last Name: Alias - 1:Alias - 2:Alias - 3: Phone:508-264- 2530 Email:ngomes@ngomeslaw.com Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 Gender:Male User Dened Gender: What is this person's race or ethnicity?:White (German, Irish, English, Italian, Polish, French) 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd27b7091587f078718fccc 7/15 Marijuana Establishment Name:Tradesman Exchange LLC Business Type:Other Marijuana Establishment City:New Bedford Marijuana Establishment State:MA Individual 3 First Name:Nicholas Middle Name:A Last Name:Gomes Sufx:Former Last Name: Alias - 1:Alias - 2:Alias - 3: Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 Marijuana Establishment Name:Tree Beard Inc. Business Type:Marijuana Retailer Marijuana Establishment City:New Bedford Marijuana Establishment State:MA Individual 4 First Name:Nicholas Middle Name:A Last Name:Gomes Sufx:Former Last Name: Alias - 1:Alias - 2:Alias - 3: Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 Marijuana Establishment Name:Tradesman Exchange LLC Business Type:Other Marijuana Establishment City:New Bedford Marijuana Establishment State:MA Individual 5 First Name:Nicholas Middle Name:A.Last Name:Gomes Sufx:Former Last Name: Alias - 1:Alias - 2:Alias - 3: Primary Address 1:382 Main Street Primary Address 2: City:Acushnet State:MA Zip Code:02743 M ij E t bli h t B i T Oth 1/28/2021 MassCIP https://www.massciportal.com/licenses/apply/5fd27b7091587f078718fccc 15/15 I understand that the regulations stated above require an applicant for licensure to list all executives, managers, persons or entities having direct or indirect authority over the management, policies, security operations or cultivation operations of the Marijuana Establishment; close associates and members of the applicant, if any; and a list of all persons or entities contributing 10% or more of the initial capital to operate the Marijuana Establishment including capital that is in the form of land or buildings.:I Agree I certify that any entities who are required to be listed by the regulations above do not include any omitted individuals, who by themselves, would be required to be listed individually in any marijuana establishment application(s) for licensure submitted to the Cannabis Control Commission.:I Agree For assistance please call the Cannabis Control Commission at 774-415-0200 or email at Commission@CCCMass.com MassCIP v.3.3.6 << Go To Previous Page Submit Appendix Site Control of 4 Technology Way, Salem, MA I CO MM ONWEAL TH OF MASSACHUSETTS this date, Novemb er 30 , 2020, before me, t h e undersigned Notary Public, Jy appeared Warren J. Shore, proven t o m e by satisfactory evidence of identification :«rhich was {Notary: check one }: l:xJ stat e d r ive r 's license w ith photo ID; [ ] U .S. passport; [ ] other governmentall y issued photo ID ; [ ) he is perso nally known to me) to be the person named in and who s igned the attach ed in stru ment before me, who acknowledged that he signed the same as hi s free act and de ed. Notary Public M y Commission Expires: ~ ,,....e-4 · c./ · 2. 0 2 '7 Appendix J Resumes Patrick Redmond Maloy 10161 East Broadview Drive Bay Harbor Islands, FL 33154 E-Mail: pmaloy@prime-strategies.com Business & Work Experience Founder of National Public Affairs & Business Consulting Company, 8/2017-Present Prime Strategies, LLC Founder and President on a national Public Affairs and Business Consulting Company servicing private clients with an emphasis on strategies for growth, revenue enhancement, sale and acquisition. Co-Founder, Chief Strategy Officer & Chief Operating Officer, 5/2017-10/2019 Knox Medical/Cansortium Holdings -“FLUENT” Participated in the founding of a Muilti-State and International Medical & Adult Use Cannabis Company. At the time of my departure in October of 2018 established licensed operations in Florida, Texas, Pennsylvania. Puerto Rico, Canada & Colombia. Participated in and supervised the design and construction of 8 cultivation and processing facilities and 25 dispensaries. Assisted the company in completing an Initial Public Offering on the Canadian Stock Exchange in February 2018 raising a combined total of $70 million. Founding Partner Public Affairs, 1/2000-7/2017 Floridian Partners One of five founding partners of a multi service line Public Affairs company servicing government and private clients primarily in Florida Chief Executive Officer, Health Care Services 1/2008-10/2010 TRS Networks CEO of ancillary services network which provided capitated services to Medicaid, Medicare and Commercial Health Insurers. Public Affairs and Government Relations, 1/1995-1/2000 Rutledge, Ecenia, Underwood & Purnell. P.A. Established a Public Affairs and Government Relations Department for an Administrative and Regulatory Law Firm. Page 2 Investment Banker, Merchant Capital Securities 8/1995-12/1999 Florida representative for a regional investment bank specializing in project finance for municipal and private clients. Finance Director & Senate Majority Executive Director, 7/1988-1/1995 Florida Democratic Party Assisted Party Leadership and elected officials with fundraising activities and campaign management for statewide State Senate candidates. Intern/Analyst, 8/1987-7/1988 Florida House or Representatives Committee on Agriculture Assisted Committee with analysis, consideration and passage of legislation for funding of the State Farmers Market system, sustainable Aquaculture, Viticulture and tax emptions for agricultural activity.. Education Batchelor of Arts: Political Science 1996 University of Florida Juris Doctorate 1999 Florida State University DEVON SOLONIEWICZ CANNABIS CONNECTOR, CORPORATE DEVELOPMENT & OPERATIONS Phone: (207) 205-1724 Email: emeraldbrands@gmail.com Southern Maine, USA EDUCATION BS University of Southern Maine, International Business, Minored in Marketing 2013 AA York County Community College, Applied Sciences, 2005 EXPERIENCE Northern Lights Hemp Co, January 2019-Present Founder and CEO, Portland, ME ● Supply Chain, Business Consulting, Education Emerald Brands, April 2017-Present President and Founder, Portland, ME ● Coordination of distribution for premium cannabis brands Cannacollective Inc., October 2018- February 2019 Director of Operations, Ontario, Canada ● Corporate Development, Logistics and Operations, Deal Management Altitude Products, August 2018-November 2018 Director of Licensing, Las Vegas, NV ● National expansion of eleven THC product lines 3C Consulting, January 2017- January 2018 Senior Consultant, Denver, CO ● Built client relations and strategic partnerships. Developed content for licenses and application writing Prudential Financial, April 2013-November 2017 Financial Advisor, South Portland, ME ● Wealth management advisory Naval Sea System Command (NAVSEA), June 2012-January 2013 Accountant, Kittery, ME ● Maintained financial records and accounts Rebecca J. Day and Associates, April 2009-November 2012 Staff Accountant/Administrative Assistant, Biddeford, ME ● Bookkeeping and tax preparation The Grand Hotel, March 2006-January 2011 General Manager, Ogunquit, ME ● Supervising staff, overseeing budgets, logistics and planning L.L. Bean, October 2006-December 2010 Customer Relations, Freeport, ME ● Supply chain operations and sales Babies R Us, September 2004-December 2005 HR Manager and Front End Supervisor, South Portland, ME ● Planned, directed, and coordinated administrative functions The Grand Hotel, April 2000-September 2004 Resident Manager, Ogunquit, ME ● Trained staff, handled guest issues, administration PRESENTATIONS, INVITED LECTURES AND COMMUNITY INVOLVEMENT Speaking Engagement, The Harvest Cup, Worcester, MA December 2018 Judge, The Harvest Cup, Worcester, MA December 2018 Speaking Engagement, NECANN, Portland, ME October 2018 Speaking Engagement, NECANN, Providence, RI October 2018 Speaking Engagement, Boston Freedom Rally, Boston, MA September 2018 Speaking Engagement, Kind Mind Camp Out, Norridgewock, ME August 2018 Speaking Engagement, NECANN, Portland, ME October 2017 Speaking Engagement, NECANN, Providence, RI October 2017 Speaking Engagement, Homegrown Maine Trade Show, Augusta, ME June 2016 PROFESSIONAL SERVICE ● Cannabis Supply Chain ● Corporate Strategy and Development ● Operations and Logistics ● Deal Management ● Networking ● Brand Development ● Sales Management ● Public Relations ● Cannabis Licensing ASSOCIATIONS National Cannabis Industry Association Member 2017, 2018 Industry Power Women Member 2018, 2019, 2020 REFERENCES Heather Sullivan Licensing Manager Curaleaf Phone: 207-776-3813 Email: hsullivan@curaleaf.com Aimee Burke Director of Sales Eastern US and Canada Phylos Bioscience Phone: 857-526-5279 Email: aburke@phylos.bio Nicholas A. Gomes, Esq. 382 Main Street, Acushnet, MA 02743  ngomes@ngomeslaw.com 508-264-2530 Admitted to Massachusetts bar in 2013 Education: University of Massachusetts School of Law – Dartmouth, Dartmouth MA Juris Doctorate (May 2013) Official Class Rank 20/103 Top 20% Percentile Newbury College, Brookline, MA Bachelor of Science in Legal Studies with a Concentration in Pre-Law (May 2010) Graduated on the Dean’s List with 3.28 G.P.A. Recipient of the Outstanding Achievement Award. Experience: Tree Beard Inc., MA Chief Legal Officer (February 2019- Present) General Counsel of CBD/THC cannabinoid companies for corporate governance, contract negotiation, regulatory compliance, and business protection. Law Office of Nicholas A. Gomes, P.C. Fall River, MA Sole Practitioner (November 2013- Present) Provide legal advice on civil matters to businesses and individuals in the areas of business formation and operation, contract formation and enforcement, general commercial risk and liability, estate and business planning, real property transactions and disputes, landlord-tenant, probate administration, consumer protection, personal injury, administrative hearings, and municipal law. Prosecute and defend commercial and personal claims within Bristol, Plymouth, and Suffolk Counties in the District Court, Superior Court, Department of Industrial Accidents, Housing Court, Probate and Family Court, Division of Administrative Law Appeals, Department of Unemployment Assistance Board of Review, Appeals Court and Appellate Division of the District Court. Law Office of Alan A. Amaral, Esq., Fall River, MA Legal Assistant for Attorney Karen A. Benson (January 2013-November 2013) Conducted legal research on various areas of the law concerning workers’ compensation, constitutional rights for municipal business licensee, land use, open meeting, environmental, criminal, municipal, landlord-tenant, business, collection, personal injury, estate planning, insurance, probate and family law. Drafted litigation documents for civil and criminal matters including motions, supporting memorandums, discovery requests and answer , as well as internal memoranda for preparation of depositions, mediation, case evaluations, trial examinations and trial strategy. Bristol County Superior Court, New Bedford, MA Judicial Intern for Honorable Justice Richard T. Moses (August-December 2012) Drafted internal bench memorandum, memorandum of decisions and orders for criminal and civil matters including summary judgment, motion to dismiss, motion for new trial, receivership, personal jurisdiction issues, abandonment of easements, record requests, fraud, homeowner negligence, open meeting law violations, misrepresentation and 93A claims. City of New Bedford Office of the City Solicitor, New Bedford, MA Legal Intern (May-August 2012) Jeffrey Pepi Jr. 170 Elm Street • New Bedford, MA 02740 • Jeff@growthinhealth.org •774-722-3387 Education: Cape Cod Technical School Harwich, MA 02635 •High School (1991 - 1995) graduated salutatorian Bristol Community College, New Bedford, MA •Associates Degree (2010-2011) Experience: Growing in Health and Tree Beard, New Bedford, MA Chief Executive Officer (January 2017- Present) •Created a unique way for customers to gain knowledge about the endocannabinoid system •Created a 501c3 charity International Cannabis Physicians Association •Created an in home delivery service with personal assistance for uneducated customers •Published multiple works in 1000 Watt magazine •Started a mental health practice Hemp Therapies •Registered Caregiver •Provisional Licensed Marijuana Establishment Strategic Transitions, New Bedford, MA Chief Executive Officer (January 2011- Present) •Life and Health Sales •Mass Health and Connector Care enrollment •Appointment setting solutions Health Plan Solutions Sandwich, MA Chief Financial Officer (January 2006 – December 2010) •Fair Share Contribution Consulting work Insurance Wholesalers, Centerville, MA Sales Agent (January 1995 - December 2005) •Top Sales in the country 6 years running •Series 6 & 63 Appendix K Copy of financial records or letter of financing demonstrating capitalization and to ensure solvency and successful operations January 8, 2021 Cannabis Control Commission Steven Hoff, Chairman 2 Washington Square Worcester, MA 01604 City of Salem Kimberley Driscoll, Mayor Anthony Ambrosiano Certified Public Accountant 2421 NE 65th Street, Apt 415 Fort Lauderdale FL 33308 (703)201-7810 aambrosiano@a3cpa.com Mike Duffy, Chairman, Zoning Board of Appeals 93 Washington Street Salem, MA 01970 Re: Financial Capital Available for Marijuana Establishment at 4 Technology Way, Salem, MA 01970 Dear Interested Officials: Please find this letter as confirmation that Prime Tree, LLC has sufficient capitalization with more than enough liquid assets to successfully establish and operate a licensed and viable Marijuana Establishment in Massachusetts. Prime Tree, LLC's Managing Member is Patrick Maloy. I have been Mr. Malay's personal and business CPA for many years, even prior to his involvement in the Cannabis industry. Mr. Maloy was responsible for the establishment of roughly a dozen growing operations, more than two dozen retail dispensaries and raised more than $100 Million Dollars to finance Cannabis Operations while in the process of taking a company public. Should you have any further questions regarding the finances of Mr. Maloy or Prime Tree, LLC please feel free to contact me at your convenience. Sincerely, !:an-1.,�,�c, ._[ Certified Public Accountant