SP, App 1 (2017-9-21) - Elevated Non-Profit Corporation · 11/22/2017 · Application _1 _ of_3 __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation l. Elevated Non-Profit

ACCESS CENTER

The Commonwealth of Massachusetts

Executive Office of Health and Human Services

Department of Public Health

Bureau of Health Care Safety and Quality

Medical Use of Marijuana Program

99 Chauncy Street, 11th Floor

Boston, MA 02111

Siting Profile:

Elevated Non-Profit Corporation, dba Elevated Access Center

Request for a Certificate of Registration to Operate a Registered Marijuana

Dispensary

Application 1 of 3

ACCESS CENTER

September 21, 2017

The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Public Health Bureau of Health Care Safety and Quality Medical Use of Marijuana Program 99 Chauncy Street, 11th Floor Boston, MA 02111

Re: Invitation to Submit Siting Profile (Application 1of3}

To Whom It May Concern:

Elevated Non-Profit Corporation, dba Elevated Access Center is pleased to submit its Siting Profile (Application 1 of 3) to the Massachusetts Department of Public Health ("DPH") Medical Use of Marijuana Program.

Elevated Non-Profit Corporation has included a copy of the relevant zoning sections for the Town of Dartmouth (Exhibit 1), in efforts to assist in establishing the proposed siting location is compliant with local codes, ordinances and bylaws. Elevated has attached the letter of non-opposition from the Select Boards from the Town of Dartmouth (Section C). For verification purposes for the letter of non-opposition, please contact the Town of Dartmouth, Town Administrator, Mr. David Cressman at (508} 910-1813 or via email at [email protected]. Elevated is diligently pursuing all necessary local approvals with the Town of Dartmouth as it awaits is Provisional Certificate of Registration.

Elevated has included a copy of the fully executed and binding Lease Option Agreement and a copy of the lease agreement which will be fully executed once the building permit is received for 508 Faunce Corner Road, Dartmouth, MA 02747. It is our understanding that the binding lease option agreement, and lease agreement satisfies the requirements under Section "B" of the Siting Profile.

The insurance coverage mentioned in the lease is separate from the liability insurance coverage required within 105 CMR 725.105(Q).

This application reaches the "within one (1) year" from the date of Elevated Non-Profit Corporation receiving their invitation to submit a Siting Profile on September 29, 2016. As a result, we hereby request that the DPH issue said Provisional Certificate of Registration prior to September 29, 2017.

Thank you in advance for your assistance and your consideration.

175

INSTRUCTIONS

The Commonwealth of Massachusetts

Executive Office of Health and Human Services Department of Public Health

Bureau of Health Care Safety and Quality Medical Use of Marijuana Program

99 Chauncy Street, 11th Floor, Boston, MA 02111

SITING PROFILE: Request for a Certificate of Registration to

Operate a Registered Marijuana Dispensary

This application form is to be completed by a non-profit corporation that wishes to apply for a Certificate of Registration to operate a Registered Marijuana Dispensary ("RMD") in Massachusetts, and has been invited by the Department of Public Health (the "Department") to submit a Siting Profile.

If invited by the Department to submit more than one Siting Profile, you must submit a separate Siting Profile and attachments for each proposed RMD. Please identify each application of multiple applications by designating it as Application I, 2 or 3 in the header of each application page. Please note that no executive, member, or any entity owned or controlled by such an executive or member, may directly or indirectly control more than three RMDs.

Unless indicated otherwise, all responses must be typed into the application forms. Handwritten responses will not be accepted. Please note that character limits include spaces.

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

Each submitted application must be a complete, collated response, printed single-sided, and secured with a binder clip (no ring binders, spiral binding, staples, or folders).

Application _l_ of_3 __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation

Mail or hand-deliver the Siting Profile, with all required attachments, to:

REVIEW

Department of Public Health Medical Use of Marijuana Program

RMD Applications 99 Channey Street, 11th Floor

Boston, MA 02111

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

PROVISIONAL CERTIFICATE OF REGISTRATION

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

REGULATIONS

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

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

PUBLIC RECORDS

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

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

Siting Profile - Page 2

Application _1_ of_3 __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation

QUESTIONS

If additional information is needed regarding the RMD application process, please contact the Medical Use of Marijuana Program at 617-660-5370 or RMDapplication(2ustate.ma.us.

CHECKLIST

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

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

!!I' Evidence of interest in property, by location (as outlined in Section B)

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

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


Application _1 _ of_3 __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation

l. Elevated Non-Profit Corporation

Legal name of Corporation

Robert Proctor 2.

SECTION A: APPLICANT INFORMATION

Name of Corporation's Chief Executive Officer

3. 175 Derby Street, Suite 12, Hingham, MA 02043

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

4. Rebecca Adams, Executive Director

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

5. 508-942-9153

Applicant point of contact's telephone number

6. [email protected]

Applicant point of contact's e-mail address

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

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


Application _1_ of 3 Applicant Non-Profit Corporation Elevated Non-Profit Corporation

SECTION B: PROPOSED LOCATION(S)

Provide the physical address of the proposed dispensary site and the physical address of the additonal location, if any, where marijuana for medical use will be cultivated or processed.

Attach supporting documents as evidence of interest in the property, by location. Interest may be demonstrated by (a) a clear legal title to the proposed site; (b) an option to purchase the proposed site; (c) a lease; (d) a legally eriforceable agreement to give such title under (a) or (b), or such lease under (c), in the event that Department determines that the applicant qualifies for registration as a RMD; or (e) evidence of binding permission to use the premises.

Location Full Address County

508 Faunce Corner Road, Dartmouth, MA 02747 Bristol 1 Dispensing

508 Faunce Corner Road, Dartmouth, MA 02747 Bristol 2 Cultivation

508 Faunce Corner Road, Dartmouth, MA 02747 Bristol 3 Processing

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



A 1. . 1 f 3 pp 1cat10n __ o __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation

SECTION C: LETTER OF SUPPORT OR NON-OPPOSITION

Attach a letter of support or non-opposition, using one of the templates below (Option A or B), signed by the local municipality in which the applicant intends to locate a dispensary. The applicant may choose to use either template, in consultation with the host community. If the applicant is proposing a dispensary location and a separate cultivation/processing location, the applicant must submit a letter of support or non-opposition from both municipalities. This letter may be signed by (a) the Chief Executive Officer/Chief Administrative Officer, as appropriate,for the desired municipality; or (b) the City Council, Board of Alderman, or Board of Selectmen for the desired municipality. The letter of support or non-opposition must contain the language as provided below. The letter must be printed on the municipality's official letterhead. The letter must be dated on or after the date that the applicant's Application of Intent was received by the Department.

Template Option A: Use this language if signatory is a Chief Executive Officer/Chief Administrative Officer I, [Name of person], do hereby provide [support/non-opposition] to [name of non-profit organization] to operate a Registered Marijuana Dispensary ("RMD") in [name of city or town]. I have verified with the appropriate local officials that the proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permitting.

Name and Title of Individual

Signature

Date

Template Option B: Use this language if signatory is acting on behalf of a City Council, Board of Alderman, or Board of Selectman The [name of council/board], does hereby provide [support/non-opposition] to [name of non-profit organization] to operate a Registered Marijuana Dispensary in [name of city or town]. I have been authorized to provide this letter on behalf of the [name of council/board] by a vote taken at a duly noticed meeting held on [date].

The [name of council/board] has verified with the appropriate local officials that the proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permitting.

Name and Title of Individual (or person authorized to act on behalf of council or board) ((1dd 111orc lincs_lor 11aFr1es ff needed)

Signature /add n1ore /inesf(Jr signatures 1fncedcdj

Date

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



SECTION D: LOCAL COMPLIANCE

Describe how the Corporation has ensured, and will continue to ensure, that the proposed RMD is in compliance with local codes, ordinances, and bylaws for the physical address( es) of the RMD.

Elevated Non-Profit Corporation is proposing to develop and operate a cultivation and dispensing facility at 508 Faunce Corner Road, Dartmouth, MA 02747. Per Section 2A Registered Marijuana Dispensary Town of Dartmouth zoning bylaws, the site is located in the Office lndustrial District (OJ) which permits the operation of an RMD by Special Permit. Elevated Non-Profit Corporation has discussed its cultivation and dispensing facility extensively with the Town Administrator, Chief of Police, and Select Board and has provided a draft host agreement which is being reviewed by the Town. Upon issuance ofa Provisional Registration Certificate, Elevated Non-Profit Corporation will submit a special permit application to the Town of Dartmouth. Robert Proctor, CEO and Executive Director, Rebecca Adams are committed to adhering to local and state ordinances and regulations. Robert and Rebecca will ensure that the operations will have a positive impact on the community and will work diligently to obtain all necessary approvals and permitting.

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



SECTION E: THREE-YEAR BUSINESS PLAN BUDGET PROJECTIONS

Provide the three-year business plan for the RMD, including revenues and expenses.

Projected Start Date for the First Full Fiscal Year: 01/01/2019

FIRST FULL FISCAL SECOND FULL FISCAL YEAR PROJECTIONS YlEAR PROJECTIONS

20 19 20 20

Projected Revenue $ 3,150,000.00 $3,304,800.00

Proi ected Expenses $ 2,841,000.00 $ 2,951,250.00

VARIANCE: $ 309,000.00 $

Number of unique patients for the year 875 918

Number of patient visits for the vear 10,500 ll,016

Projected% of patient growth rate annually --- 5%

Estimated purchased ounces per visit 1.0 1.0

Estimated cost per ounce 300 300

Total FTEs in staffmg 14 18

Total marijuana for medical use inventory 721 1,081 for the vear (in lbs.)

Total marijuana for medical use sold for the 656 984 vear (in lbs)

Total marijuana for medical use left for roll 65 97 over (in lbs.)

Projected date the RMD plans to open: _1_1_10_61_2_0_18 ___________ _

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

353,550.00

THIRD FULL FISCAL YEAR PROJECTIONS

20 21

$3,470,000.00

$ 3,066,400.00

$ 403,760.00

964

11,568

5%

1.0

300

20

1,621

1,476

145


Application_!_ of_3 __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation

SECTION F: CERTIFICATION OF ASSURANCE OF COMPLIANCE: ADA AND NON-DISCRIMINATION .BASED ON DISABILITY

Applicants must certify that they will comply with all state and federal requirements regarding equal employment opportunity, nondiscrimination, and civil rights for persons with disabilities. The Applicant must complete a Certification of Assurance of Compliance: ADA and Non-Discrimination based on Disability. By signing, the Applicant formally notifies the Department that the Applicant is in compliance and shall maintain compliance with all applicable requirements.

• I certify, that the Applicant is in compliance and shall maintain compliance with all applicable federal and state laws protecting the rights of persons with disabilities, including but not limited to the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12131-12134; Article CXIV of the Massachusetts Constitution; and; Chapter 93, § 103; Chapter !SIB; and Chapter 272, §§ 98 and 98A of the Massachusetts General Laws.

• I understand that federal and state laws prohibit discrimination in public accommodations and employment based solely on disability. I recognize that to make goods, services, facilities, privileges, advantages, or accommodations readily accessible to and usable by persons with disabilities, the Applicant, under the ADA, must: • remove architectural and communication barriers in existing facilities, when readily achievable and, if not readily achievable, must use alternative methods; • purchase accessible equipment or modify equipment; • modify policies and practices; and • furnish appropriate auxiliary aids and services where necessary to ensure effective communication.

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

• I agree that the Applicant shall cooperate in any compliance review and shall provide reasonable access to the premises of all places of business and employment and to records, files, information, and employees therein for reviewing compliance with the ADA, the Massachusetts Constitution, other applicable state and federal laws, including 105 CMR 725.000, et seq.

• I agree that any violation of the specific provisions and terms of this Assurance or of the ADA, and/or of any Plan of Correction shall be deemed a breach of a material condition of any Certificate of Registration issued to the Applicant for operation ofa Registered Marijuana Dispensary. Such a breach shall be grounds for suspension or revocation, in whole or in part, of a Certificate of Registration issued by the Department.

• I agree that, if selected, I will submit a detailed floor plan of the premises of the proposed dispensary in compliance with I 05 CMR 725.1 OO(m) in compliance with the Architectural Review required pursuant to 105 CMR 725 .IOO(B)(5)(f).

Signed under the pains and penalties of perjury, I, the authorized signatory for the applicant non-profit corporation, understand the obligations of the Applicant under the Certification of Assurance of Compliance: ADA and Non-Discrimination based on Disability, and agree and attest that the Applicant will comply with those

ows ~:s~:g:r;cation. 09/18/2017

Signature of Authonzed Signatory Date Signed

Robert Proctor

Print Name of Authorized Signatory

CEO

Title of Authorized Signatory

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



ATTESTATIONS

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

Signature of Authorized Signatory

Robert Proctor


CEO


09/18/2017

Date Signed

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

0911812017

Signature of Authorized Signatory Date Signed

Robert Proctor


CEO




Application _I_ of_3 __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation

I, the authorized signatory for the applicant non-profit corporation, hereby attest that if the corporation is approved for a provisional certificate of registration, the corporation is prepared to pay a non-refundable registration fee of$50,000, as specified in 105 CMR 725.000, after being notified that the RMD has been approved for a provisional certificate of registration.

w~Q~ 09/18/2017

Sign~ture of Authorized Signatory Date Signed

Robert Proctor


CEO




ACCESS CENTER

A Provider

Section B: Proposed Location(s)

Attachment: Evidence of Interest in collocated facility

508 Faunce Corner Road - Lease Option Agreement and Lease Agreement

175 Hingham, MA 02043

LEASE OPTION AGREEMENT

THIS LEASE OPTION AGREEMENT (this "Agreement") is entered into this legally binding agreement as of this 20th day of September, 2017, (the "Effective Date") by and between 508 Faunce Corner Realty LLC or its successor (the "Landlord"), and Elevated Non-Profit Corporation, a Massachusetts nonprofit corporation with the principal place of business at 175 Derby Street, Suite 12, Hingham, MA 02043 (the "Tenant") (each a "Party" and together, the "Parties").

WHEREAS, Landlord owns real property located at 508 Faunce Corner Road, Dartmouth, Massachusetts, containing approximately 6.48 1 acres, as more particularly described in Exhibit A attached hereto and incorporated by reference (the "Propertv"); and

WHEREAS, Tenant desires to obtain an option to lease all or a portion of the Property, together with related easements for access and utility interconnection in order to develop a Registered Marijuana Dispensary to dispense, cultivate and process medical marijuana from the Property ("RMD").

NOW THEREFORE, in consideration of the premises, the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Grant of Option. Landlord hereby grants to Tenant the exclusive right and option (the "Option") to lease, in accordance with the tenns and conditions set forth in this Agreement, the Property, in order to install and operate the RMD thereon.

2. Term. The Option period shall begin on the Effective Date and will terminate at the earlier of either (i) the first anniversary of the Effective Date (Sept 20, 2018), (ii) receipt of all necessary Permits (as defined below) beyond any applicable appeal period and execution of the Lease (as defined below), or (iii) the date Tenant te1minates the Option pursuant to Section 4 (the "Option Period").

3. Option Payment. As full consideration for tl1e Option, Tenant shall pay Five Hundred Dollars ($500.00) per month thereafter (beginning on October 1, 2017) for the Option Period. All payments pursuant to this Section 3 are non-refundable and are due and payable on the first day of each month during the tem1 of tbis Option.

4. Exercise of Option; Termination; Lease.

(i) The Option shall automatically be exercised upon receipt of all necessary Pe1mits beyond any applicable appeal period unless, prior to that date, Tenant tenninates this Option by providing written notice to Landlord prior to tl1e first anniversary of the

1 l'enant acknowledges that the current lot lines for the Demised Pre1nises wi!J need to be re-delineated in order to effectuate the Lease. Tenant shall be responsible for the cost and expense of such re-delineation, which work shall be done in consultation and with agreement of the Landlord.

2798215_2/96 l 7-l

Effective Date, and upon Landlord's receipt of such notice, this Option shall tem1inate and all rights and privileges granted hereunder shall be deemed completely surrendered.

(ii) Upon exercise ofthe Option, the Parties shall promptly enter into a ground lease, which shall be in substantially the form as attached hereto as Exhibit B (the "Lease").

5. Transfer of Option. The Option, together with Tenant's other rights herennder, (i) may be sold, assigned, or transfetTed at any time by Tenant to any affiliate or subsidiary of Tenant or to any entity as security for or in connection with a financing or other financial airnngement related to the Property and/or the RMD; and (ii) subject to Landlord's approval and consent, may be assigned by Tenant to ai1y other person or entity who assumes all Tenai1t's rights and obligations hereunder, provided however that the effectiveness of any such assignment shall be conditioned on Tenant not being in default. All defaults pursuant to this Option must be cured, to the reasonable satisfaction of the Landlord, p1ior lo any transfer, sale, or assignment. All fees and expenses incmTecl by Landlord clue to a transfer, sale, or assignment shall be reimbursed by Tenant within thirty (30) days of said transfer, sale, or assignment

6. Changes in Property during Option Period. During the Option Period or any extension thereof: Landlord shall not initiate or consent to any cha!lge in the Prope1iy's zoning or impose or consent to any other restriction or modification of the Property that would prevent or limit Tenant from using the Property for the Use intended by Tenant as set forth in this Agreement.

7. Title; Authority. Landlord warra!lts that it has good and marketable title to the Property and has the full power and authority to enter into and execute this Agreement and the Lease.

8. Tenant Inspections. Lai1dlord shall pennit Tenant or Tenant's employees, agents cmcl contractors during the Option Period, and any extension thereof, free ingress and egress to the Property to conduct tests, investigations, and similar activities as Tenant may deem reasonably necessary (collectively, "Inspections"), at Tenant's sole cost. The scope, sequence, and timing of the Inspections shall be at Tenant's reasonable discretion, provided that Tena!l1 shall make reasonable efforts to coordinate and schedule such Inspections so as not to unreasonably interfere with Landlord's use and enjoyment of the Property. Inspections may be commenced at any time during the aforementioned Option Period or any extension thereof. Tenant and its employees, agents a!ld contractors shall have the right to bring the necessai·y vehicles ai1d equipment onto the Property to conduct the Inspections. Tenant shall indemnify and hold Landlord harmless against any loss or dai1rnge for personal injury or physical clainage to the Property resulting from any such Inspections. Landlord shall cooperate with Tenant during the Inspections, including providing information about the Property characteristics, taxes, history and encumbrances. P1ior to conunencement of Inspections tl1e Tenant shall provide Landlord with certificates of insurance evidencing liability insura!lce of at least One Million ($1,000,000.00) Dollars and such workers compensation insurai1ce as is required by law, naming Landlord as additional insured. If Tenant materially disturbs the soil for any reason mentioned above, Tenant agrees to restore the soil to its original ~ondition. Landlord is entitled to all reports and test results from or during the Inspections related to the Property at no expense to the Landlord.

2

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9. Governmental Approvals. Tenant's ability to use the Prope1iy is contingent upon obtaining all certificates, pennits, licenses and other approvals that may be required by any governmental authmities, including but not limited to receipt of a certificate to operate the RMD, and under strict conditions in accordance with Chapter 369 of the Acts of 2012, and 105 CMR 725.000, which includes the receipt of any and all necessary special permits, building pem1its for improvements to be constructed on the Property, or otherwise from the Town of Dartmouth to operate the RMD at the Property ("Pennits"). Landlord shall reasonably cooperate with Tenant in its effo1i to obtain such Permits, including signing such papers as required to file applications with the appropriate zoning authority and other governmental authorities for the Property's proper zoning and for other Permits as Tenant requires. Tenant will perform all other acts m1d bear all expenses and fees associated with any zoning action or procedure necessary to obtain Permits deemed necessary by Tenant. Landlord agrees not to oppose any such procedures but shall not be responsible for any related costs, expenses or fees.

1 0. Confidentiality; Recording.

(i) The Parties shall not disclose the tenns of this Option or the Lease to any other person, other than assignees of Parties, except that either Party may disclose the terms hereof to any counsel, lender, accountant or advisor engaged by it, and that Tenant may disclose the terms hereof to any contractor or supplier bidding upon constrnction of all or part of the RMD, to any person which may seek to provide financing for or to invest in the RMD mid to any future subcontractor or assignee. Further, each Party may disclose any terms hereof to the extent required by law, provided that the disclosing Party, to the extent practicable, gives notice of any request for disclosure to the non-disclosing Party and cooperates with efforts by the non-disclosing Party to minimize the extent of the infonnation disclosed and the persons to whom it is disclosed.

(ii) Neither party shall record this option agreement in the District Registry of Deeds, but the parties shall record a notice of option.

11. Notices. Notices shall be deemed received if sent by certified mail (return receipt reqnested), cotU"ier or nationally recognized overnight delivery service to last known address of the intended recipient. Notices may also be sent by email for which the sending Party receives a confirmation that the email message has been completely transmitted without error (of which autoreplies are insnfficient). Email messages received on any day that is not a business day, or after 5:00 p.m. local time on a business day, shall be deemed to have been delivered on the next business day. A Party may change its address for delivery of notices hereunder by notice given in accordance with this Section 11. Failure of the Tenant to notify Landlord of an address chm1ge for it or any entity providing financing to Tenant shall excuse the Landlord from complying with any notice obligation herein to such changed addresses, provided however that Landlord will in no event be excused from providing notkes required herein to all addresses of which Landlord has notice. Notices will be deemed given upon receipt or upon the failure to accept delivery.

Every notice, demand, or request hereunder shall be sent to the addresses listed below:

ff to Landlord: 508 Faunce Comer Realty LLC Rali.im Aghai

3

tJ. ,(\_, (-/.

If to Tenant:

331 Union Street New Bedford, MA 02740

Elevated Non-Profit Corporation Robert Proctor 175 Derby Street, Suite 12 Hingham, MA 02043 Email: [email protected]

12. Taxes. Tenant shall have no responsibility for taxes assessed against the Property during the Option Period.

13. Insurance and Indemnity.

(a) Landlord and Tenant shall each maintain approptiate insurance for their respective interests in, and activities on, the Property.

(b) To the fullest extent permitted by law, each Party (the "lndemnifying.fill::!y") shall indemnify, defend and hold the other Party, its shareholders, pa1tners, members, directors, officers, employees, agents and contractors (the "Indemnified Persons"), hamtless from and against all Losses incurred by the Indemnified Persons to the extent arising from, or out of, any claim for, or arising out of, any injury to or death of any person or loss or damage to property to the extent arising out of the Indemnifying Patty's, its employees' and agents' negligence, willful misconduct, or unlawful conduct. The Indemnifying Party shall not be obligated to indemnify any Indemnified Person for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Indemnified Person or for statutory violation of, or punitive dan1ages against, any Indemnified Person except to the extent the statutory violation or punitive dainages are caused by or result from the acts or omissions of the Indemnifying Party or of any of the Indemnifying Party's contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees. Such obligation shall not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a Party or person described in this Agreement.

( c) Tenant shall indemnify, defend and hold harmless Lai1dlord from and against any and all Losses arising from or out of any pollution or contamination that violates any local, state or federal enviromnental protection law, policy or regulation, that is caused by the Tenant or any of its employees, invitees, agents or contractors following the Effective Date.

(d) "Losses" means any and all losses, liabilities, claims, demands, suits, causes of action~ judgments, awards, dan1ages, cleanup and retnedial obligations, interest, tines, fees, penalties, costs, and expenses (including all attorney's fees ai1d other costs and expenses incuJTed in defending any such claims or matters or in asse11ing or enforcing any indemnity obligation).

l 4. Broker. The Landlord and Tenant acknowledge that neither side is being represented by a broker.

4

R.4

15. Evidence of Funds. Prior to exercising this Option, Tenant shall provide to Landlord reasonable evidence that sufficient funds are available to Tenant for construction of the improvements to be constructed by Tenant on the Prope1ty, it being agreed without limitation that the following shall constitute reasonable evidence: bank statements or other documentation from Tenant or Tenant's financing party demonstrating an an1ount of funds on hand at least equal to the cost of constructing such improvements, together with (in the case such demonstrated funds are held by Tenant's financing party) a copy of the credit agreement or relevant pmiion thereof between Tenant and such financing party demonstrating that Tenant may draw and apply such funds to the construction of improvements on the Property. Tenant and financing party will provide the monthly bank statements to Landlord until construction of the Tenant improvements has been completed. If any changes are made to the credit agreement during such period, Tenant will provide Landlord the updated credit agreement or relevant portion thereof between Tenant and such financing party.

16. Miscellaneous.

(a) This Agreement shall be governed and interpreted by, and constrned in accordance with, the laws of the Commonwealth of Massachusetts.

(b) This Agreement cannot be modified except by wTitten modification executed by Landlord and Tenant in the same manner as this Agreement is executed. Any waiver of any of the terms hereof shall be enforceable only to the extent it is waived in writing signed by the Party against whom the waiver is sought to be enforced. Any waiver shall be effective only for the particular event foJ which it is issued and shall not constitute a waiver of a subsequent occurrence of the waived event nor constitute a waiver of any other provision hereof, at the same time or subsequently.

(c) The headings, captions and section numbers in this Agreement are solely for convenience and shall not be considered in construing or interpreting any provision in this Agreement.

(d) This Agreement contains all agreements, promises and understandings between the Landlord and Tenant, and no verbal or oral agreements, promises, statements, assertions or representations by Landlord and Tenant or any employees, agents, contractors, or other representatives of either, shall be binding upon Landlord or Tenant. This Lease Option Agreement sii,,•ned by both parties is a legally binding agreement.

(e) This Agreement shall extend to and bind the heirs, personal representatives, successors, and assigns of Landlord and Tenant and shall constitute covenants running with the land.

(f) The Parties acknowledge that each Party's perfonnance under this Agreement may require the other Party's assistance and cooperation. Each Party therefore agrees, in addition to those provisions in this Agreement specifically reqniring one Party to assist the other, that it will at all times during the Teim cooperate with the other Party, as required in its reasonable discretion, and provide all reasonable assistance to the other Party to help the other Party perfom1 its obligations hereunder. From time to time and at any time at and after the Effective Date, each

5

/;(4.

Party shall execute, acknowledge and deliver such documents, and assurances, reasonably requested by the other and shall take any other action consistent with the terms of the Agreement that may be reasonably requested by the other for the purpose of effecting or confirming any of the transactions contemplated by this Agreement. Neither Party shaU unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this Section l 6(f).

(g) This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which shall constitute the same agreement. Signed email transmissions of this Agreement shall be considered an original of the Agreement and shall have the same effect and force as signed hard-copy originals of the Agreement.

[Signature Page Follows]

6

IN WITNESS WHEREOF, the Parties have agreed to the tenns of this Lease Option Agreement as of the Effective Date.

TENANT LANDLORD

508 Faunce Corner Realty LLC

COMMONWEALTH OF MASSACHUSE1TS

\)\~f\l(L~ , SS.,

Op tbis.h_ day of ~\q'r\tx\2017, before me, the undersigned notary public, personally appeared t\tl.~lCCG... ~d proved to me through satisfactory evidence of identification, which was 0 photographic identification with signature issu by a federal or state governmental agency, 0 oath or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached docun1ent, and l\Gkno led~ed to me that she signed it voluntarily for its stated purp s President of [\t,vo.\'c.ct N<::ri -YI t ~.

I ' I 0-..J ,_,,, y ~!) -i /'=l'-":-"~--1-N otary Public My Commission Expire"A-ill'Yic-l<b.c=~~'

COMMONWEAU1I OF MASSACHUSETTS

ld.:.V.5".~~c_, SS.,

On, thisJ/ day of ,ds,pfti~i. 2017, before me, the undersigned notary public, personally appeared k1/&;c, &, {uu, , and proved to me through satisfactory evidence of identification, which was 0 pho{ographic identification with signat!" ssued by a federal or state governmental agency, 0 oath or affinnation of a credible witness, . personal knowledge of the undersigned, to be the person whose name is signed on the precedin or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as Mapagyr of 508 Faµnce <:::,orner R,ealty LLC. / / I /, j I / .! 11 /- 1 .. -'! - //(.! / _f_/, / ,,_ /,; ' _,\ ,\ - !

~1,.k:i Jl l 11 1.(z{;tLt'-'l-L1li.L Notary Publicl)J7" It /ii (I ti"' {v . V' r I My Connnission Expires: ;1/I7ll ":I

r I

[Signature Page to Lease Option Agreement]

EXHIBIT A

PROPERTY DESCRIPTION

Consisting of 2 lots

Book 11934 Page 215

Map68 Lot 2

Approx. 2.25 acres

Map68 Lot 5

Approx. 4.23 acres

&.Aner recording. return tm June A. Smllh, Esquire Halloran, Lukoff & Smith, P.C. 432 County Street Nrw Bedford1 MA 02740

Bk: 11934 Pg: 215

11111111111111~1~1111~~~~1111111111111 Bk: 11934 Pg: 215 Pg: 1 of 4 BS Doc: DEED 12/21/2016 01:02 P~

MASSACHUSETTS QUITCLAIM DEED

I, Rahim Aghai, Trustee of The Rahim Aghai Revocable Trust - 2007 established by Declaration of Trust dated October 19, 2007 (a Trustee's Certificate Pursuant to M.G.L. Chapter 184, Section 35 having been recorded in the Bristol County (S.D.) Registry of Deeds at Book 9484, Page 17), of8 Eighth Green Drive, Dartmouth, Bristol County, Massachusetts 02747,

for consideration paid and in consideration of One ($1.00) Dollar,

grant to 508 Faunce Comer Realty, LLC, a Massachusetts Limited Liability Company, having an address of 33 l Union Street, New Bedford, Massachusetts 02740,

with Quitclaims Covenants,

the land together with any buildings thereon situated at 508 Faunce Comer Road in Dartmouth, Bristol County, Massachusetts (Dartmouth Assessor's Map 68, Lots 2 and 5), bounded and d~scribed as follows:

Parcel I: 508 Faunce Corner Road, Dartmouth, Massachusetts (Assessors Map 68, Lot 2) '

A certain lot or' parcel of land, known as the "Ryder Lot," situated on the West side of the road leading from Faunce's Comer, to Smith Mills, so called, in Dartmouth, in said County of Bristol, bounded and described as follows:

Beginning at the northeast comer of William Maxfield's farm, by said Road;

thence running West 32° South about seventy-eight and one-half(78-l/2) rods to land fom1erly owned by Edward Ryder;

thence North 29° East in said Ryder line, about forty-four and one-half ( 44-1/2) rods to land now or formerly of Edward H. Russell;

Bk: 11934 Pg: 216

thence easterly 31° North in the line of last named land three hundred seventy (3 70) feet to a comer of land conveyed to Augustus C. Macomber;

thence southerly or southwesterly by said last named land two hundred seventy-eight (278) feet to a comer at the westerly end of a wall;

thence southeasterly by said wall, sixty-seven (67) feet;

thence turning and running easterly by said Macomber land, one hundred fifty-seven ( 157) feet to a stake;

thence turning and running northerly by said Macomber land two hundred thirty-seven (23 7) feet to a point in the northerly line ofland hereby conveyed;

thence easterly 31° North in said Russell's land and line ofland now or formerly of Henry Gifford, fifty (50) rods to the line of said highway, and thence South 36° West by said highway to the place of beginning.

Containing 24 Acres more or less.

The premises are subject to a private way as shown in a deed by Augustus C. Macomber, dated May 11, 1927 and recorded with said Deeds, Book 682, Page 214; insofar as it is applicable and in force.

Parcel II: Faunce Corner Road, Dartmouth, Massachusetts {Assessor's Map 68, Lot fil

Beginning in the west line of the road, leading southerly from Faunce's Comer, so called, at the southeast comer of this land, and northeast comer of the Homestead Farm, formerly of William M. Maxfield;

thence west 7 degrees north as the wall stands, fifteen (15) rods and six and one-half (6-1/2) feet;

thence north 6-1/2 degrees east, twenty-six (26) rods and eleven (11) feet to land formerly owned by James Ryder;

thence east about 27 degrees south in line of said Ryder land about twenty-six (26) rods and two and three-fourths (2-3/4) feet to the aforesaid road;

thence southerly in line of said road, eighteen (18) rods and four (4) feet to the place of beginning.

Bk: 11934 Pg: 217

Containing about 2 acres and 145 rods, be the same more or less.

This conveyance is hereby made subject to the provisions regarding fencing as set forth in deed of Benjamin F. Gifford to George W. Davis, dated March 20, 1890, and recorded with Bristol County, S.D. Registry of Deeds, in Book 137, Page 441, to the extent the same are still in force and applicable.

Excepting from Parcels I and II, the following conveyances: Deed to Albert E. Langlois and Blanche Langlois, by deed dated May 5, 1952 and recorded in Bristol County (S.D.) Registry of Deeds in Book 1049, Page 128; Deed to Antone M. Texeira and Antone M. Texeira, Jr., by deed recorded in said Registry of Deeds in Book 1167, Page 202; Deed to Robert R. Chapdelaine and Theresa S. Chapdelaine, by deed dated October 13, 1962 and recorded in said Registry of Deeds in Book 1386, Page 330; Deed to Sylvan Rose and Doris Q. Rose by deed recorded in said Registry of Deeds in Book 1581, Page 987.

Subject to an easement to Algonquin Gas and Transmission Company, by an instrument dated April 22, 1952, and recorded in said Registry of Deeds in Book 1048, Page 461.

Subject to an easement to Algonquin Gas and Transmission Co., by an instrument dated December 22, 1986, and recorded in said Registry of Deeds in Book 2003, Page 238 to widen the existing easement.

Subject to an Order of Conditions under the Wetlands Protection Act, by an instrument dated May 5, 1987, and recorded in said Registry of Deed in Book 2024, Page 659.

For Grantor's title see deed of Lantern Realty, LLC dated July 30, 2015 and recorded in the Bristol County (S.D.) Registry of Deeds at Book 11438, Page 287.

Title not examined by preparer of this deed.

Witness my hand and seal this Di t ~ J day of December, 2016.

The Rahim Aghai Revocable Trust - 2007

By: ~((..:.,,1>,_c_f.v....::11.L/ ..:c'-8~8"=4'-&-'~-J,:;-~--'--t_O-_" _ Rahim Aghai, Trustee

Bk: 11934 Pg: 218

COMMONWEALTH OF MASSACHUSETTS

Bristol, ss.

On this ~L day of December, 2016, before me, the undersigned notary public, personally appeared Rahim Aghai and proved to me through satisfactory evidence of identification, to be the person whose name is signed on the preceding document, and he acknowledged to me that he signed it voluntarily for its stated purpose and as his free act and deed as Trustee of The Rahim Aghai Revocable Trust - 2007. The satisfactory evidence of identification was:

0 A current document issued by a federal or state government agency bearing the photographic image of the Principal's face and signature; or 0 On the oath or affirmation of a credible witness unaffected by the document or transaction who is personally known to the notary public and who personally knows the Principal; or ~ Identification of the Principal based on the notary public's personal knowledge of the identity of the Principal; or 0 The following evidence of identification: --4-11---,_,___~--~~,,___

EXH!BITB

FORi\1 OF LEASE

See attached

B-l

---------·----------------

GROUND LEASE

THIS GROUND LEASE (this "Lease"), made this _day of 2017 (the "Execution Date"), by and between 508 Faunce Corner Realty LLC, a Limited Liability Company with the principal place of business at 331 Union Street New Bedford, MA 02740 ("Landlord"), and Elevated Non-Profit Corporation, a Massachusetts nonprofit corporation with the principal place of business at 175 Derby Street, Suite 12, Hingham, MA 02043 ("Tenant").

ARTICLE I

DEMISE

Landlord does hereby demise, lease, and let unto Tenant, and Tenant does hereby take and lease from Landlord, for the term and upon the rents, conditions, and provisions provided under this Lease that certain real property situated in 508 Faunce Corner Road, Dartmouth, Massachusetts, containing approximately 6.48 acres, and described in Exhibit A, together with any and all rights, privileges, easements, appurtenances, and rights of access to, and egress from, the said premises, in any way benefiting, belonging, or pertaining thereto, and all rights, title, and interests, if any, of Landlord in, to, and with respect to any land lying in the bed of any street, road, avenue, or way, open or proposed, in front of or adjoining said premises, to the center thereof, and all strips and gores adjacent to and abutting or used in connection with said premises (all of the foregoing are hereinafter referred to as the "Demised Premises"). Except as set forth below, Tenant shall accept the Demised Premises in as-is condition and other than such representations or warranties as are expressly set forth in this Lease, neither Landlord nor any agent or employee of Landlord has made any representations or warranties as to the condition or repair or the suitability for a particular use of the Premises.

ARTICLE II

USE OF DEMISED PREMISES

Tenant shall have the right to use the Demised Premises as a Registered Marijuana Dispensary ("RMD") and a marijuana cultivations facility, subject to all state and local laws, including but not limited to receipt of a certificate to operate a RMD and a marijuana cultivations facility, to the extent applicable, and under strict conditions in accordance with Chapter 369 of the Acts of 2012, and 105 CMR 725.000, which includes the receipt of any and all necessary special permits or otherwise from the Town of Dartmouth to operate an RMD and marijuana cultivation facility at the Demised Premises, or any other lawful purpose; provided, however, the growing of marijuana shall be permitted on the Demised Premises.

So long as the Demised Premises is being used as an RMD or such other similar use, Tenant hereby covenants and agrees to provide Landlord with prompt notice of the following: (i) any and all changes to the regulatory scheme surrounding such uses; (ii) any and all changes to enforcement policies, regulations and/or practices surrounding such uses and (iii) receipt by Tenant of a threat or notice of threat of suit, action or proceeding disputing the legality of such use of the Premises by any governing body, regulator and/or agency with proper jurisdiction over the same.

ARTICLE III

TERM

(a) The term of this Lease shall commence on date the building permit is issued per the Town of Dartmouth, (the "Commencement Date") and shall expire on the day before the twenty fifth (25'h) anniversary of the Commencement Date (the "Initial Term").

(b) Tenant shall have two (2) options to extend the term of this Lease, each for a five (5) year period (each, an "Extended Term"), provided that Tenant shall give notice to Landlord of its exercise of any such option not less than one (1) year prior to the expiration of the Initial Term or then Extended Term, as the case may be. All of the terms and provisions of this Lease shall be applicable during each such Extended Term except Annual Rent shall be adjusted as mutually agreed upon between the parties, however in no event shall such Annual Rent be less than the Annual Rent for the irmnediately preceding Lease Year. Tenant shall have no option to extend the term of this Lease beyond the last such Extended Term.

ARTICLE IV

ANNUAL RENT AND ADDITIONAL RENT

(a) During the Initial Term and any applicable Extended Term, Tenant shall pay to Landlord annual rent ("Annual Rent") in the following amounts, due and payable, in advance, in monthly installments on the first day of each month and shall be paid to Landlord at such place as Landlord shall from time to time designate in writing:

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- ---------,-----,------------,-------_-- - ---- -Lease Years 14-18 $114,950 $9,579.17

Lease Years 19-23 $126,445 $10,537.08

--- --- - --- ---+- - --------------------; Lease Years 24-25 $139.089.50 $11,590.79

(b) Tenant acknowledges and agrees this is an absolutely net lease. Tenant shall pay as additional rent all expenses, of every kind and nature, relating to or arising from the Demised Premises, including Impositions (pursuant to and defined in Article V below) and expenses arising from the leasing, management, operation, maintenance (including landscaping), repair, use, or occupancy of the Demised Premises (including all utilities), and all construction relating to the Demised Premises (all of such expenses are hereinafter referred to as "Additional Rent").

(c) The term "lease year" as used in this Lease shall mean a period of twelve (12) consecutive full calendar months. The first lease year shall commence on the Commencement Date. Each succeeding lease year shall commence upon the anniversary date of the first lease year.

ARTICLEV

TAXES AND ASSESSMENTS

(a) Tenant shall pay to Landlord as Additional Rent, within fifteen (15) days after Landlord shall bill Tenant therefor (such billing to be accompanied by such supporting information as Tenant shall require), as the same become due and payable, all real estate taxes, special and general assessments, and other goverrnnental charges of any kind and nature whatsoever, ordinary or extraordinary, which shall be assessed, levied, or imposed upon, or become due and payable in connection with, or a lien upon, the Demised Premises or any part thereof (all of such taxes, assessments, and other goverrnnental charges are hereinafter referred to as "Impositions").

Landlord shall pay all Impositions on or before the due date thereof and shall provide Tenant with evidence of such payment. If Landlord shall not pay any Imposition (including any Imposition on a larger parcel of which the Demised Premises are a part) and such failure shall continue for fifteen (15) days after Tenant shall have given Landlord notice thereof, Tenant may pay such Imposition and may' deduct the amount thereof allocable to all portions of such larger parcel other than the Demised Premises (and, if Tenant shall have previously paid to Landlord the Impositions allocable to the Demised Premises, the amount of all such Impositions) from any rent or other sums payable under this Lease at any time thereafter.

If the Demised Premises are separately assessed and if Landlord or Tenant so elects, Landlord will deliver all bills for Impositions to Tenant, and Tenant shall be responsible for the payment thereof directly to the taxing authority. In no event shall Tenant be liable for any payment until after fifteen ( 15) days after Landlord shall have delivered the bill therefor to Tenant, and if any penalty or interest shall accrue because Landlord shall not have timely delivered any such bill to Tenant, Landlord shall pay such penalty or interest.

(b) If, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments (whether or not any interest shall accrue on the unpaid balance of such

3

Imposition), unless Tenant shall otherwise direct, Landlord shall elect to pay the same in installments, and Tenant shall pay the same, together with any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and payable, and Tenant's liability shall be limited to installments that are payable during the term of this Lease.

( c) All Impositions payable by Tenant for the year in which the Commencement Date shall occur and for the year in which the Lease term shall expire or otherwise terminate shall be prorated. In determining the amount of payments to be made by Tenant pursuant to this Article V, there shall be appropriate adjustments for all abatements, credits, and refunds relating to Impositions for such year, after there shall have been first deducted therefrom all reasonable expenses incurred in obtaining such abatement, credit, or refund.

(d) In the event that Tenant shall be entitled to any credits, refunds, or rebates on account of any Impositions, such credit, refund, or rebate shall belong to Tenant, subject, however, to paragraph ( c) of this Article V. Any such credits, refunds, or rebates received by Landlord shall be deemed trust funds and as such shall be received by Landlord in trust and paid to Tenant forthwith after receipt thereof; provided, however, that if any past due Rent or Additional Rent shall be payable to Landlord, Landlord shall be entitled to deduct such past due Rent or Additional Rent from any sums otherwise payable to Tenant hereunder. Landlord will, upon the request of Tenant, execute and deliver any receipts that may be necessary to secure the payment of any such credit, refund, or rebate.

( e) Tenant shall not be required to pay any tax on the rent paid to Landlord or any inheritance, estate, succession, or transfer taxes under any existing or future law that may be payable by reason of the devolution by descent or testamentary disposition of the Landlord's estate in the Demised Premises, and Tenant shall not be required to pay any income, gift, or capital levy or excess profits tax that may be payable by Landlord under any existing or future law.

(f) In the event the Demised Premises shall not be separately assessed for the purpose of any Impositions Tenant is required to pay under this Lease, the same shall be allocated between the Demised Premises and the balance of the property with which the Demised Premises are assessed as follows:

(i) Impositions relating to land shall be multiplied by a fraction, the numerator of which shall be the land area included in the Demised Premises and the denominator of which shall be the total land area of the Demised Premises and such other property with which the Demised Premises are assessed, and the result shall be allocated to the Demised Premises.

(ii) Impositions relating to buildings and other improvements shall be allocated to the Demised Premises according to the records of the municipal assessors. To the extent such records shall not provide for such allocation, Tenant shall make an appropriate allocation between the Demised Premises and the balance of the property with which the Demised Premises are assessed.

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ARTICLE VI

IMPROVEMENTS

(a) Tenant shall perform such work in accordance with the plans and specifications to be submitted by Tenant and approved by Landlord, which approval shall not be unreasonably withheld. Tenant shall also have the right, at any time and from time to time during the term of this Lease, at its sole cost and expense, to construct, reconstruct, replace, remodel, or rebuild on any part or all of the Demised Premises such buildings, structures, parking areas, driveways, walks, and other improvements of any nature (including excavation, earthmoving, paving, installation of utilities, and all other development activities) pertaining thereto as Tenant in Tenant's sole discretion shall consider appropriate. Notwithstanding the foregoing, prior to commencement of any such work, (i) Tenant shall obtain Landlord's prior written approval, which said approval shall not be unreasonable withheld, and (ii) Tenant shall comply with all applicable laws and ordinances and shall obtain any necessary permits for such purposes.

(b) Tenant shall cause to be discharged all mechanic's or materialmen's liens placed on the Demised Premises on account of the construction of such improvements. Tenant shall require its contractors to carry liability insurance in such amounts and with such coverages as Tenant shall determine, naming Landlord and Tenant as additional insureds. All improvements (if any) that shall exist on the Demised premises at any time shall be maintained in reasonably good condition, subject to fire and casualty and subject in any event to Article VI, paragraph (a).

( c) Landlord shall not be required to maintain, alter, repair, rebuild, or replace the improvements on the Demised Premises or any part of the Demised Premises, or to maintain the Premises or any part of same, in any way. Tenant shall have the right at any time and from time to time to sell or lawfully dispose of any building machinery, furniture, equipment, or fixtures, whether or not subject to this Lease, which may have become obsolete or unfit for use or which is no longer useful, necessary, or profitable in the conduct of Tenant's business.

( d) Landlord makes no representations or warranties that water, gas mains, electric power lines, telephone lines, and sanitary and storm sewers (collectively, the "Utilities") are installed to the property line of the Demised Premises and are available and adequate for Tenant's intended use. The parties hereto will join in granting any utility or other easements which may be reasonably necessary in connection with Tenant's intended use hereunder.

ARTICLE VII

SIGNS

Tenant shall have the right to install, maintain, and replace on the Demised Premises such lawful signs and advertising matter as Tenant may desire. Tenant shall comply with all applicable laws and ordinances and shall obtain any necessary permits for such purposes.

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ARTICLE VIII

INSURANCE; WAIVER OF SUBROGATION

(a) Insurance. It is the intent of the parties that all risk of loss for the Demised Premises be shifted to insurance to the maximum extent practicable. Accordingly, unless Landlord otherwise agrees in its sole discretion, Tenant shall maintain, or cause to be maintained, insurance covering the risks enumerated below. The premiums for such insurance shall be paid by Tenant. The policy shall provide that: (a) such insurance shall be primary coverage without reduction or right of offset or contribution on account of any insurance provided by Landlord to itself or its officers, officials or employees; (b) with the exception on non payment of premium (10 days) such insurance shall not be altered or cancelled without thirty (30) days' written notice to Landlord; such insurance shall name Landlord (and any other party related) as an additional insured; (d) any fee mortgagee and leasehold mortgagee shall be named as: (i) a loss payee or mortgagee on Tenant's property damage insurance policy under a standard mortgagee clause; and (ii) an additional insured on Tenant's liability insurance policies. The insurance policies purchased by Tenant must be issued by a company authorized to conduct business in the Commonwealth of Massachusetts or by a company acceptable to the Landlord and which has a rating of A or better by A.M. Best. Despite any language that may be to the contrary, Tenant will maintain insurance coverage in amounts sufficient to comply with 105 CMR 725.105 (Q).

(b) Workers' Compensation. Employer's Liability. At all times prior to the expiration or earlier termination of this Lease, Tenant shall maintain, and cause its contractors to maintain, Workers' Compensation Insurance as required by the laws of the Commonwealth of Massachusetts. The Workers' Compensation policy must include Coverage B-Employer's liability limits of: Bodily Injury by Accident-$50,000.00 for each accident; and Bodily Injury by Disease-$50,000 for each employee. Tenant shall require all subcontractors performing work under this Lease to obtain an insurance certificate showing proof of Workers' Compensation and Employer's Liability Insurance. Workers Compensation policy shall contain a waiver of subrogation.

(c) Property/Business Interruption. Tenant shall, at its sole cost and expense throughout the entire term of this Lease:

i. Keep the improvements insured against loss or damage by fire, windstorm, flood, earthquake, and such other, further and additional risks as now are or hereafter may be embraced by the ISO special form and Builder's Risk extended coverage form or endorsements, with a deductible of no more than Ten Thousand and 00/ 100 Dollars ($10,000) per occurrence, in each case in amounts equal to the full replacement cost of the Improvements from time to time.; and

ii. Maintain business interruption insurance covering loss ofrevenues or other income by Tenant by reason of total or partial suspension of, or interruption in, the operation of the Premises caused by damage or destruction of the Demised Premises in an amount sufficient to meet rent payments and other recurring payments for eighteen (18) months, subject to the reasonable discretion of Landlord.

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( d) Public Liability. At all times during the term of this Lease, Tenant shall maintain a primary commercial general liability insurance ("CGL") policy covering all claims for bodily injury (including death) and property damage, including loss of use thereof, in an amount not less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence and Two Million and 00/100 Dollars ($2,000,000.00) aggregate, with deductible provisions not to exceed Five Thousand and 00/100 Dollars ($5,000.00) per occurrence, to include personal and advertising injury, general aggregate, products and completed operations aggregate insurance beginning at the completion of each project component, and contract liability to cover all insurable obligations in this Lease. The policy limits shall be adjusted every three (3) years from the Commencement Date. Coverage shall be specific for this project or, upon approval of Landlord, covered under umbrella or pooled policies. The policy or policies must be on an "occurrence" basis unless waived by the Landlord. The CGL policy shall include contractual liability coverage, which shall be endorsed to state that indemnity obligations specified in this Lease are insured by the carrier.

( e) Automobile. At all times during the term of this Lease, Tenant shall maintain business automobile insurance (with deductible provisions not to exceed One Thousand and 00/100 Dollars ($1,000.00) per occurrence) with liability limits of not less than One Million and 00/100 Dollars ($1,000,000.00) combined single limit covering liability for Tenant's vehicles used in conjunction with the Demised Premises, whether owned, non-owned or hired.

(f) Errors and Omissions. Tenant shall obtain and maintain or cause to be obtained and maintained Professional Errors and Omissions Insurance covering all architects, engineers, specialists, and consultants in an amount and with coverage subject to the reasonable approval of Landlord. Coverages shall be specific for this project and not aggregated with insurance for other undertakings of the insureds.

(g) Umbrella. Tenant shall obtain and maintain an additional umbrella or all risk coverage in an amount of Five Million and 00/100 Dollars ($5,000,000.00) for any one occurrence and Five Million and 00/100 Dollars ($5,000,000.00) in the aggregate, which shall include all insured coverages required by this Article VIII. The policy limits shall be adjusted every three (3) years from the Commencement Date.

(h) No Invalidation of Insurance By Tenant. Tenant agrees and covenants that it will not do or permit to be done in, to, or about the Demised Premises any act or thing which will violate, suspend, invalidate or serve to increase the premium rate or make inoperative any insurance pertaining to any buildings, other structures or improvements now located in or upon Demised Premises or hereafter constructed and located thereon or therein; and, further, that Tenant will not permit any buildings, other structures or improvements at any time to be put, kept or maintained on the property in the condition that the same cannot be insured in the amount of the full insurable replacement value thereof.

(i) Delivery of Insurance Certificates. Upon the commencement of this Lease and at each policy renewal date, Tenant shall furnish to Landlord, any fee mortgagee and any leasehold mortgagee, insurance certificates or renewal certificates or, if requested by Landlord, fee mortgagee or leasehold Mortgagee, certified copies of policies, evidencing all insurance required to be carried by Tenant in accordance with the Lease. Such certificates or policies

7

shall name Landlord as an insured and shall name any fee mortgagee and leasehold mortgagee as mortgagee and loss payee, in accordance with the requirements contained in this Article VIII. The insurance certificate or polices, as applicable, must document that the liability insurance coverage purchased by the Tenant includes contractual liability coverage to insure the indenmity agreement as stated.

G) Pavments for Tenant By Landlord. If Tenant fails to procure the insurance required to be procured by Tenant under this Lease, or fails to pay any premium of insurance, Impositions, or any other sum in this Lease required to be paid by Tenant (other than Rent), Landlord may, after expiration of the applicable cure period, at Landlord's option, procure on behalf of Tenant any such insurance, and pay on behalf of Tenant any such payment or payments as may be necessary or terminate this Lease. Any sum(s) so paid or expended by Landlord on behalf of Tenant shall immediately be reimbursed and paid by Tenant to Landlord, as Additional Rent (with Default Interest as defined hereafter), within fifteen (15) days after demand by Landlord.

(k) Waiver of Subrogation. Each party hereby waives all liability of, and all rights to recovery and subrogation against, and agrees that neither it nor its insurers will sue, the other party for any loss of, or damage to, property arising out of fire or casualty to the extent insured, and each party agrees that all insurance policies relating to the Demised Premises will contain waivers by the insurer of such liability, recovery, subrogation, and suit.

ARTICLE IX

LANDLORD MORTGAGES

Landlord shall have the right, without any consent or approval by Tenant, to mortgage the fee interest in the Demised Premises at any time and from time to time. Any mortgage by Landlord affecting the fee interest in the Demised Premises shall always be subject and subordinate to this Lease; provided, however, that this Lease shall be subject and subordinate to any existing mortgage on the Demised Premises as of the Execution Date.

ARTICLEX

RESERVED

ARTICLE XI

CONDEMNATION

(a) In the event of a taking of or damage to all or any part of the Demised Premises by any public or quasi-public authority under any statute or by exercise of the power of eminent domain, whether by condemnation proceedings or otherwise, or any transfer of all or any part of the Demised Premises made in anticipation of an exercise of the power of eminent domain (all of the foregoing being hereinafter referred to as an "Appropriation") during the term of this Lease, the rights and obligations of Landlord and Tenant with regard to such Appropriation, including rights to the award therefrom, shall be governed by this article.

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(b) If the whole of the Demised Premises shall be so taken, this Lease shall automatically terminate as of the date possession is taken. In the event that less than the whole, but more than twentyfive percent (25%), of the ground floor area of the buildings on the Demised Premises or more than twenty-five percent (25%) of the land comprising the Demised Premises shall be taken by public or quasi-public authority, Tenant shall have the option to terminate this Lease as of the date Tenant shall be dispossessed from the buildings or land so taken. Such option to terminate shall be exercisable by Tenant at any time subsequent to the filing of the condemnation action and prior to the expiration of one hundred twenty (120) days after the date of such dispossession by giving notice thereof to Landlord.

( c) In the event of an Appropriation, Landlord shall be entitled to receive the entire award paid for the land included in the Demised Premises so taken and for Landlord's reversionary interest in the improvements thereon, considering, however, that the land is subject to this Lease at the Annual Rent, Additional Rent, and other payments pursuant to this Lease, and Tenant shall be entitled to receive from Landlord, subject to the rights of any leasehold mortgagee, the remainder of the award paid for the taking of, or damage to, all buildings and improvements on the Demised Premises, as well as any award to which it may become entitled, if this Lease is terminated, by virtue of the earlier termination of its leasehold estate or, if this Lease is not terminated, by virtue of damage to its leasehold estate and any other payments made on account of the taking of personal property or fixtures belonging to Tenant or any of its subtenants or for interruption of, or damage to, Tenant's or any such subtenant's business. Each party shall pay its own legal and other fees, costs, and expenses incurred in the event of an Appropriation.

(d) Nothing in this article shall be construed to prevent Tenant from making its claim against the condemning authorities for any other damage or damages suffered by Tenant, provided the same shall not adversely affect the compensation to which Landlord is entitled pursuant to the provisions of this Article.

( e) Landlord hereby agrees to give Tenant notice of any pending condemnation proceedings and full opportunity to participate in all negotiations concerning settlement. Landlord will not, without the prior written consent of Tenant, settle any condemnation proceedings affecting the Demised Premises.

ARTICLE XII

ASSIGNMENT; SUBLETTING

Tenant shall have the right to sublet all or any portion of the Demised Premises without the Landlord's consent. Tenant shall have the right to assign this Lease with the consent of Landlord, Landlord hereby agreeing that such consent shall not be unreasonably withheld, conditioned, or delayed and to be deemed given if not denied within fifteen (15) days after request therefor. In the event of an assignment, the assignee shall have no liability with respect to any matters accruing or arising under this Lease after the effective time of such assignment. Any defaults must be cured (to Landlord's reasonable satisfaction) prior to any transfer or sublet.

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ARTICLE XIII

DEFAULTS; REMEDIES

(a) If Tenant shall default in the payment of any sum of money due hereunder and such default shall continue for a period of thirty (30) days after notice thereof by Landlord, or if Tenant shall default in the performance or observance of any other provision of this Lease to be performed or observed by Tenant and such default shall continue for a period of thirty (30) days after notice thereof by Landlord without being waived, or its effect cured, or the cure thereof commenced and diligently prosecuted thereafter, Landlord may, at Landlord's option, in addition to any other remedies available under law, serve upon Tenant a notice of termination which shall provide that unless the default specified in the notice of default and again specified in the notice of termination is cured within thirty (30) days after the date of receipt by Tenant of such notice of termination, the term of this Lease shall expire and terminate, as fully and with like effect as if the entire term of this Lease had lapsed, subject to the provisions of Article X.

(b) Neither bankruptcy, insolvency, nor an assignment for the benefit of creditors, nor the appointment of a receiver, shall affect this Lease or permit its termination so long as the covenants on the part of Tenant to be performed shall be performed by Tenant or someone claiming under Tenant.

( c) No notice of default or notice of termination given hereunder shall be effective unless it shall specify in detail the claimed default and a copy thereof shall be served upon each leasehold mortgagee of the Demised Premises described in Article X.

( d) In the event that this Lease shall be terminated under any of the provisions contained in this Article XIII, Tenant shall pay forthwith to Landlord, as compensation, the excess of the total rent reserved for the residue of the term over the fair market rental value of the Demised Premises for the residue of the term, such excess to be discounted to present value at ten percent (I 0%) per annum. In calculating the rent reserved there shall be included, in addition to the Annual Rent and Additional Rent, the value of all other considerations agreed to be paid or performed by Tenant during the residue. As additional and cumulative obligations after any such termination, Tenant shall also pay punctually to Landlord all the sums and shall perform all the obligations that Tenant covenants in this Lease to pay and shall perform in the same manner and to the same extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant pursuant to the preceding sentence, Tenant shall be credited with any amount paid to Landlord pursuant to the first sentence of this Article XIII and also with the net proceeds of any rent obtained by Landlord by reletting the Demised Premises, after deducting all Landlord's reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, fees for legal services, and expenses of preparing the Demised Premises for such reletting, it being agreed by Tenant that Landlord may (i) relet the Demised Premises or any part or parts thereof for a term or terms that may, at Landlord's option, be equal to or less than or exceed the period that would otherwise have constituted the balance of the term hereof and may grant such concessions and free rent as Landlord, in its reasonable judgment, considers advisable or necessary to relet the same and (ii) make such alterations, repairs, and decorations in the

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Demised Premises as Landlord, in its reasonable judgment, considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or to collect rent under re letting shall operate or be construed to release or reduce Tenant's liability as aforesaid. Landlord shall use commercially reasonable efforts to relet the Demised Premises upon such termination.

( e) If Tenant shall default Landlord may, at Landlord's option, cure any default at the cost and expense of the Tenant, and all sums so expended by Landlord shall be deemed to be additional rent and on demand shall be paid by Tenant on the day on which the next rent payment under this Lease shall become due and payable.

(f) All past due payments of Annual Rent, Additional Rent or any other charges required of Tenant under this Lease shall bear interest from the date due until paid at the lesser of twelve percent (12%) per annum or the maximum lawful rate of interest ("Default Interest"). Additionally, (a) if any payment of Annual Rent, Additional Rent or other charges is paid more than five (5) days after the due date the same was due, or (b) if any installment of Annual Rent, Additional Rent or other charges is paid after the date the same was due, and if on a prior occasion in the twelve (12) month period prior to the date such installment was due an installment of rent was paid after the same was due, then Tenant shall pay Landlord a late payment fee equal to five (5%) percent of the overdue payment.

ARTICLE XIV

ENDOFTERM

(a) Upon the expiration of this Lease or upon its earlier termination for any reason whatsoever, Tenant shall surrender and deliver up the Demised Premises, all improvements thereon (except movable trade fixtures and personal property of Tenant or its subtenants) in good order, condition, and repair except for reasonable wear and tear and except for damage caused by fire, casualty, eminent domain, or Landlord's negligence or default, subject in any event to Article VI hereof.

(b) No holding over by Tenant after the termination or expiration of the Lease term shall be considered to be a renewal or extension of this Lease unless written approval of the holding over and a definite agreement to that effect is signed by Landlord defining the length of the additional term. Any holding over without the consent of Landlord shall be considered to be a day-to-day tenancy at a rental of 1.5 times the daily rate of the monthly Rent provided in this Lease, computed on the basis of a 30-day month.

( c) Tenant shall not permanently vacate or abandon the Demised Premises or the improvements at any time during the Lease term. If Tenant permanently abandons the Demised Premises or the improvements, or is dispossessed from same by process of law, or otherwise, any personal property belonging to Tenant and left in or on the Demised Premises or the improvements shall be deemed to be abandoned, at the option of Landlord, except such property as may be encumbered to Landlord.

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ARTICLE XV

QUIET ENJOYMENT

Tenant, upon paying the Annual Rent and Additional Rent and other payments pursuant to this Lease and observing and performing all of the provisions of this Lease to be observed and performed by Tenant within applicable grace periods, shall quietly hold, occupy, and enjoy the Demised Premises and all of the rights relating thereto during the term, without hindrance or molestation by Landlord or any party claiming by, under, or through Landlord.

ARTICLE XVI

PERFORMANCE OF TENANT'S OBLIGATIONS

Whenever in this Lease Tenant is obligated to perform any act, such act shall be deemed performed by Tenant if it causes the due performance thereof by another party.

ARTICLE XVII

ESTOPPEL CERTIFICATE

Each of the parties shall, at any time and from time to time upon not less than ten (10) days prior written notice by the other, execute, acknowledge, and deliver to such other party or to any entity designated by such party a statement in writing certifying that this Lease is unmodified and is in full force and effect (or ifthere shall have been modifications, that this Lease is in full force and effect as modified and stating the modifications), and the dates to which the Annual Rent, Additional Rent, and other payments due hereunder have been paid, and stating whether or not to the best knowledge of the signer of such certificate such other party is in default in performing, fulfilling, or observing any of the provisions of this Lease, and, if in default, specifying each such default of which the signer may have knowledge, it being intended that any such statement may be relied upon by the party requesting it or by any prospective mortgagee or encumbrancer, purchaser, assignee, or subtenant, and the contents of such statement shall be binding upon the party executing same.

ARTICLE XVIII

PAYMENTS; NOTICE

All Annual Rent, Additional Rent, or other payments due hereunder shall be paid by mailing on or before the due date a check by regular mail, postage prepaid, and notices and other communications shall be deemed received if sent by certified mail (return receipt requested), courier or nationally recognized overnight delivery service to last known address of the intended recipient. Notices and other communications may also be sent by email for which the sending party receives a confirmation that the email message has been completely transmitted without error (of which auto-replies are insufficient). Email messages received on any day that is not a business day, or after 5 :00 p.m. local time on a business day, shall be deemed to have been delivered on the next business day. A party may change its address for delivery of notices hereunder by notice given in accordance with this Article XVIII. Failure of the Tenant to notify Landlord of an address

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change for it or any entity providing financing to Tenant shall excuse the Landlord from complying with any notice obligation herein to such changed addresses, provided however that Landlord will in no event be excused from providing notices required herein to all addresses of which Landlord has notice. Notices will be deemed given upon receipt or upon the failure to accept delivery.

Every notice, demand, or request hereunder shall be sent to the addresses listed below:

If to Landlord:

If to Tenant:

With a copy to:

508 Faunce Comer Realty LLC RabimAghai 331 Union St New Bedford, MA 02740

Elevated Non-Profit Corporation 175 Derby Street, Suite 12 Hingham, MA 02043

J. Keith Phifer, Esq. Schlossberg, LLC 35 Braintree Hill Park, Suite 401 Braintree, MA 02184

ARTICLE XIX

NOTICE OF LEASE

Landlord and Tenant agree that neither will record this Lease. Landlord and Tenant, on the request of either, will execute, deliver, and record a notice oflease in form reasonably acceptable to Tenant, which notice oflease shall indicate that Tenant has the benefit of a right at first refusal, as described in Article XXVI of this Lease.

ARTICLE XX

LIMITATION OF OBLIGATIONS

No partner, trustee, stockholder, officer, director, or beneficiary of Landlord shall be personally liable under this Lease. Tenant shall look solely to Landlord's interest in the Demised Premises in pursuit of its remedies upon an event of default hereunder, and the general assets of Landlord and its partners, trustees, stockholders, officers, or beneficiaries shall not be subject to levy, execution, or other enforcement procedure for the satisfaction of the remedies of Tenant.

ARTICLEXXI

SUBTENANCIES

(a) Upon request by Tenant, Landlord agrees forthwith to execute and deliver to each subtenant designated by Tenant an agreement proposed by Tenant, in recordable form and in form and substance satisfactory to Tenant and any such subtenant, consenting to such sublease and all amendments thereto and agreeing that no cancellation, termination, or surrender of this Lease

13

will terminate such sublease or otherwise disturb the tenancy created thereby and that, notwithstanding any default, expiration, termination, entry, or other act or omission under, pursuant to, or affecting this Lease, such subtenant shall not be disturbed in the peaceful enjoyment of the premises demised by such sublease or such sublease terminated or cancelled at any time, except in the event that the sublandlord shall have the right to terminate such sublease under the terms and provisions expressly set forth in such sublease, and, in such event, such sublessee will attom to Landlord and recognize Landlord as landlord under such sublease. During any period in excess of thirty (30) days during which Landlord shall so fail to execute and deliver any such agreement, Tenant may withhold the payment of all Annual Rent, Additional Rent, and other payments to or on behalf of Landlord until Landlord shall have executed and delivered all such instruments.

(b) If this Lease shall be terminated prior to the expiration of the term for any reason and if a new Lease is not entered into with a leasehold mortgagee as provided in Article X, all rights of Tenant in and under any and all subleases made by Tenant shall cease and terminate and shall ipso facto vest in and thereafter belong to Landlord, and Tenant shall surrender to Landlord its executed copies of all such subleases. Landlord agrees that in the event it shall succeed to Tenant's rights as sublandlord under any such subleases, Landlord will perform, fulfill, and observe all of the agreements of the sub landlord thereunder, and any such subtenant shall not be disturbed in the peaceful enjoyment of the premises demised by such sublease or such sublease terminated or cancelled at any time except in the event the sub landlord shall have the right to terminate the sublease under the terms and provisions expressly set forth in such sublease.

ARTICLE XXII

DISPUTES

If at any time a dispute shall arise as to any amount or sum of money to be paid by one party to the other under any provision of this Lease, the party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest," and such payment shall not be deemed to be a voluntary payment, and all rights of such party shall survive such payment and shall not be deemed waived or released thereby. If at any time a dispute shall arise between the parties as to any work to be performed by either party under the provisions of this Lease, the party against whom the obligation to perform the work is asserted may perform such work and pay the cost thereof "under protest," and such performance and payment shall not be deemed to be a voluntary performance, and all rights of such party shall survive such performance and payment and shall not be deemed waived or released thereby.

ARTICLE XXIII

GUARANTY

Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord a Guaranty in the form attached hereto as Exhibit B executed by Robert Proctor ("Guarantor") and acknowledged.

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ARTICLE XXIV

FORFEITURE

Notwithstanding the foregoing or anything to the contrary set forth herein, Landlord and Tenant hereby agree and acknowledge that the actual, receipt by Landlord of a formal notice of forfeiture, meaning receipt of (i) a summons and notice, (ii) a summons and complaint or (iii) such other form of statutorily required notice, in each case, filed by the U.S. Attorney's Office, Department of Justice or such other governing body, regulator and/or agency with proper jurisdiction, and based upon Tenant's use of the Demised Premises, shall trigger an immediate termination of this Lease, whereupon Tenant will vacate and surrender the Premises to Landlord pursuant to this Lease within as much time as reasonably required following the date of such termination, or such earlier time if otherwise required by law.

ARTICLEXXV

BROKERS

Landlord and Tenant each represent and warrant to the other that it has not dealt with any broker.

ARTICLE XXVI

MISCELLANEOUS

(a) Definition of Landlord. As used in this Lease, "Landlord" shall mean the owner for the time being of the Landlord's estate in the Demised Premises, and if such estate shall be sold or transferred, the seller or assignor shall thereupon be relieved of all obligations and liabilities hereunder thereafter arising or accruing and the purchaser or assignee shall thereupon be deemed to have assumed and agreed to perform and observe all obligations and liabilities of Landlord hereunder.

(b) Permitted Contest. Tenant shall have the right to contest or review the amount or validity of all Impositions and any repairs and improvements required by any law, rule, regulation, or requirement of any public authority and the effect on the Demised Premises or Tenant's use thereof of any laws, rules, regulations, and requirements of any public authority by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant shall conduct, if necessary or appropriate, in the name of and with the cooperation of Landlord). Landlord shall execute all documents necessary or appropriate to comply with the foregoing, and Landlord hereby irrevocably constitutes and appoints Tenant as its agent and attorney-infact to execute and deliver any such documents Tenant deems necessary or appropriate to carry out the intent and purposes of this article, such appointment being a power coupled with an interest. Pending any such proceeding, Landlord shall have the right to pay any Imposition in the minimum amount (but not in excess thereof) required by law in order to maintain such proceeding. Notwithstanding the foregoing, however, Tenant shall promptly pay all Impositions if at any time the Demised Premises or any part thereof shall then be immediately subject to forfeiture or if Landlord shall be subject to any criminal liability arising out of the nonpayment thereof.

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( c) Cooperation. Landlord will promptly sign any application for governmental permits or approvals reasonably requested by Tenant from time to time.

( d) Separability. If any term or provision of this Lease or the application thereof to any person, property, or circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons, properties, and circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

( e) Waiver; Amendment. All rights and remedies of both parties shall be cumulative and not alternative, in addition to and not exclusive of any other right or remedy to which such party may be lawfully entitled in case of any breach or threatened breach of any term or provision of this Lease. The rights and remedies of both parties shall be continuing and not exhausted by any one or more uses thereof and may be exercised at any time or from time to time and as often as may be expedient. Any option or election to enforce any such right or remedy may be exercised or changed at any time or from time to time. This Lease sets forth the entire agreement by the parties, and no custom, act, forbearance, or words or silence at any time, gratuitous or otherwise, shall impose any additional obligation or liability upon either party or waive or release either party from any default in the performance, fulfillment, or observance of any obligation or liability or operate as against either party as a supplement, alteration, amendment, or change of any term or provision set forth in this Lease, including this sentence, unless set forth in a written instrument duly executed by such party expressly stating that it is intended to impose such an additional obligation or liability or to constitute such a waiver or release or that it is intended to operate as such a supplement, alteration, amendment, or change.

(f) Heirs and Assigns. Each of the terms, covenants, and conditions of this Lease shall extend to, and be binding on and inure to the benefit of, not only Landlord and Tenant, but each of their respective heirs, representatives, administrators, successors, and assigns. Whenever in this Lease reference is made to either Landlord or Tenant, the reference shall be deemed to include, wherever applicable, the heirs, legal representatives, assigns, and such parties the same as if in every case expressed.

(g) Number and Gender. Whenever the singular number is used in this Lease and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, firm, or association.

(h) Paragraph Headings. The titles to the paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.

(i) Governing Law. This Lease and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the Commonwealth of Massachusetts.

G) Reimbursement. All reasonable third party costs and expenses incurred by Landlord, including reasonable attorneys' fees in connection with any request by Tenant under Articles XII, XVII,

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XIX, XX! hereunder, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(k) Regulated Property. Notwithstanding any provision of this Lease to the contrary, no right of entry, possession or sale, either set forth expressly in this Lease or arising as a matter of law, shall permit Landlord to claim, control, possess, secure, sell or dispose of any marijuana, marijuana product or marijuana by-product. Landlord hereby agrees and acknowledges that any such marijuana located on the premises shall be controlled in accordance with federal and state laws including 105 CMR 725.00 et seq.

ARTICLE XXVI

RIGHT OF FIRST REFUSAL

So long as this Lease is in full force and effect and Tenant is not in default thereof, then Landlord agrees that Landlord will not sell all or any portion of the Demised Premises unless (a) Landlord has received a bona fide offer to purchase the Demised Premises; (b) Landlord has given written notice (which shall be deemed to be duly given when mailed as provided in this Lease) stating the terms and conditions of said bona fide offer and the encumbrances subject to which the Demised Premises, or any part thereof, are to be conveyed and containing an offer by Landlord to sell the same to Tenant on the same terms and conditions as said bona fide offer; and (c) Tenant has not, within ten ( 10) days after the giving of such notice, mailed or otherwise given Landlord written notice that Tenant elects to purchase the same in accordance with said offer. In the event that Tenant so elects to purchase the Demised Premises or such part thereof shall be conveyed by a good and sufficient Quitclaim Deed conveying a good and clear record and marketable title thereto, free from all encumbrances except as stated in said bona fide offer and such deed shall be delivered and consideration paid at the Bristol Registry of Deeds at 11 :00 o'clock A.M. on the thirtieth (30th) day or next business day after the date of the giving of such notice of election to purchase. In the event that Tenant shall not give such notice of election to purchase within the time above specified, or in the event Tenant shall, after properly giving such notice, fail to complete such purchase as hereinabove provided, then Landlord shall be free thereafter to sell and convey the Demised Premises or such part thereof covered pursuant to such bona fide offer to purchase. The provisions hereof shall not be construed to apply to bona fide mortgages to recognized lending institutions of the Demised Premises, or any part thereof, or sales or other proceedings for the foreclosure thereof; or to easements to any municipality or utility company required for the installation and/or maintenance of drainage, sewage, electric, gas, water and electric lines and appurtenance to and from the Demised Premises.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed as a sealed instrument as of the Execution Date.

LANDLORD:

[NAME]

By: ____________ _

Name: Title:

TENANT:

ELEVATED- NON PROFIT CORPORATION 175 Derby Street, Suite 12, Hingham, MA 02043

By: ___________ _

Name: Robert Proctor Title: CEO

[Signature Page to Ground Lease]

EXHIBITA

Legal Description of the Demised Premises

A-1

"Jj}Aftec mordlng, r<turn to:

,June A. Smilh, Esquire Halloran, Lukoff & Smith, P.C. 432 County Street New Bedford, MA 02740

Bk: 11934 Pg: 215

111111111111111~1~~~~~~~,~~lllllllllllll Bk: 11934 Pg: 215 Pg: 1 of 4 BS Doc: DEED 12/21/2016 01:02 P~

MASSACHUSETTS QUITCLAIM DEED

I, Rahim Aghai, Trustee of The Rahim Aghai Revocable Trust - 2007 established by Declaration of Trust dated October 19, 2007 (a Trustee's Certificate Pursuant to M.G.L. Chapter l 84, Section 35 having been recorded in the Bristol County (S.D.) Registry of Deeds at Book 9484, Page 17), of8 Eighth Green Drive, Dartmouth, Bristol County, Massachusetts 02747,

for consideration paid and in consideration of One ($1.00) Dollar,

grant to 508 Faunce Comer Realty, LLC, a Massachusetts Limited Liability Company, having an address of33 l Union Street, New Bedford, Massachusetts 02740,

with Quitclaims Covenants,

the land together with any buildings thereon situated at 508 Faunce Comer Road in Dartmouth, Bristol County, Massachusetts (Dartmouth Assessor's Map 68, Lots 2 and 5), bounded and d~scribed as follows:

Parcel I: 508 Faunce Corner Road, Dartmouth, Massachusetts {Assessors Map 68, Lot 2) '

A certain lot or'parcel of land, known as the "Ryder Lot," situated on the West side of the road leading from Faunce's Comer, to Smith Mills, so called, in Dartmouth, in said County of Bristol, bounded and described as follows:

Beginning at the northeast comer of Willian1 Maxfield's farm, by said Road;

thence running West 32° South about seventy-eight and one-half (78-1/2) rods to land formerly owned by Edward Ryder;

thence North 29° East in said Ryder line, about forty-four and one-half ( 44- 1/2) rods to land now or formerly of Edward H. Russell;

Bk: 11934 Pg: 216

thence easterly 31° North in the line of last named land three hundred seventy (3 70) feet to a comer of land conveyed to Augustus C. Macomber;

thence southerly or southwesterly by said last named land two hundred seventy-eight (278) feet to a comer at the westerly end of a wall;

thence southeasterly by said wall, sixty-seven ( 67) feet;

thence turning and running easterly by said Macomber land, one hundred fifty-seven ( 157) feet to a stake;

thence turning and running northerly by said Macomber land two hundred thirty-seven (23 7) feet to a point in the northerly line ofland hereby conveyed;

thence easterly 31° North in said Russell's land and line ofland now or formerly of Henry Gifford, fifty (50) rods to the line of said highway, and thence South 36° West by said highway to the place of beginning.

Containing 24 Acres more or less.

The premises are subject to a private way as shown in a deed by Augustus C. Macomber, dated May 11, 1927 and recorded with said Deeds, Book 682, Page 214; insofar as it is applicable and in force.

Parcel II: Faunce Corner Road, Dartmouth, Massachusetts (Assessor's Map 68, Lot fil

Beginning in the west line of the road, leading southerly from Faunce's Comer, so called, at the southeast comer of this land, and northeast comer of the Homestead Farm, formerly of William M. Maxfield;

thence west 7 degrees north as the wall stands, fifteen ( 15) rods and six and one-half (6-1/2) feet;

thence north 6-1/2 degrees east, twenty-six (26) rods and eleven (11) feet to land formerly owned by James Ryder;

thence east about 27 degrees south in line of said Ryder land about twenty-six (26) rods and two and three-fourths (2-3/4) feet to the aforesaid road;

thence southerly in line of said road, eighteen (18) rods and four ( 4) feet to the place of beginning.

Bk: 11934 Pg: 217

Containing about 2 acres and 145 rods, be the same more or less.

This conveyance is hereby made subject to the provisions regarding fencing as set forth in deed of Benjamin F. Gifford to George W. Davis, dated March 20, 1890, and recorded with Bristol County, S.D. Registry of Deeds, in Book 137, Page 441, to the extent the same are still in force and applicable.

Excepting from Parcels I and II, the following conveyances: Deed to Albert E. Langlois and Blanche Langlois, by deed dated May 5, 1952 and recorded in Bristol County (S.D.) Registry of Deeds in Book 1049, Page 128; Deed to Antone M. Texeira and Antone M. Texeira, Jr., by deed recorded in said Registry of Deeds in Book 1167, Page 202; Deed to Robert R. Chapdelaine and Theresa S. Chapdelaine, by deed dated October 13, 1962 and recorded in said Registry of Deeds in Book 1386, Page 330; Deed to Sylvan Rose and Doris Q. Rose by deed recorded in said Registry of Deeds in Book 1581, Page 987.

Subject to an easement to Algonquin Gas and Transmission Company, by an instrument dated April 22, 1952, and recorded in said Registry of Deeds in Book 1048, Page 461.

Subject to an easement to Algonquin Gas and Transmission Co., by an instrument dated December 22, 1986, and recorded in said Registry of Deeds in Book 2003, Page 238 to widen the existing easement.

Subject to an Order of Conditions under the Wetlands Protection Act, by an instrument dated May 5, 1987, and recorded in said Registry of Deed in Book 2024, Page 659.

For Grantor's title see deed of Lantern Realty, LLC dated July 30, 2015 and recorded in the Bristol County (S.D.) Registry of Deeds at Book 11438, Page 287.

Title not examined by preparer of this deed.

Witness my hand and seal this DL c < f day of December, 2016.

The Rahim Aghai Revocable Trust - 2007

By: _,,,a..:..,°'..;-fw:-"11_,_l .,.,8~8'=:~'-~-'~-h_7<¥J~l_<-'-_· _ Rahim Aghai, Trustee

Bk: 11934 Pg: 218

COMMONWEALTH OF MASSACHUSETTS

Bristol, ss.

On this ;;:t-( day of December, 2016, before me, the undersigned notary public, personally appeared Rahim Aghai and proved to me through satisfactory evidence of identification, to be the person whose name is signed on the preceding document, and he acknowledged to me that he signed it voluntarily for its stated purpose and as his free act and deed as Trustee of The Rahim Aghai Revocable Trust - 2007. The satisfactory evidence of identification was:

0 A current document issued by a federal or state government agency bearing the photographic image of the Principal's face and signature; or 0 On the oath or affirmation of a credible witness unaffected by the document or transaction who is personally known to the notary public and who personally knows the Principal; or IR! Identification of the Principal based on the notary public's personal knowledge of the identity of the Principal; or 0 The following evidence of identification: -++-fl----.<.;--~--~~-

EXHIBITB

Form Guaranty

B-1 3143955.2/9617-1

GUARANTY OF LEASE

TIDS GUARANTY OF LEASE (this "Guaranty") is executed and delivered this 19th, day of September, 2017, by Robert Proctor, an individual with a mailiug address of 75 Gilson Road, Scituate, MA 02066 (the "Guarantor"), in favor of 508 FAUNCE CORNER REALTY LLC, a Massachusetts limited liability company having a mailiug address of 331 Union Street, New Bedford, Massachusetts 02740 (the "Landlord").

WHEREAS, on even date herewith, Elevated-Non Profit Corporation (the "Tenant"), has executed that certaiu ground lease agreement (the "Lease") with Landlord for certaiu space located at 508 Faunce Comer Road, Dartmouth, Massachusetts (the "Demised Premises"); and

WHEREAS, Guarantors acknowledge that Landlord, as a condition precedent to enteriug into the Lease, has required the delivery from Guarantors of their personal financial statements and the execution of this Guaranty by Guarantors, and that Landlord is relying upon Guarantors' fmancial strength and this Guaranty iu entering iuto the Lease;

WHEREAS, Guarantors deem it to their busiuess and fmancial advantage and benefit to execute this Guaranty; and

NOW, THEREFORE, iu consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantors agree as follows:

1. Guarantors hereby absolutely and unconditionally guarantee, irrespective of the validity or enforceability of the Lease, (i) the due and punctual payment iu full of all sums due and to become due (and not merely the collectibility) from Tenant to Landlord pursuant to the Lease, whether now existiug or hereafter arisiug, whether direct, iudirect, absolute or contingent, whether otherwise guaranteed or secured; and (ii) the due and punctual performance of and compliance with all of the terms, conditions and covenants contaiued iu the Lease to be performed or complied with by Tenant. (All of such guaranteed obligations, iudebtedness and liability are hereiuafter sometimes referred to collectively as the "Obligations").

2. Guarantors expressly waive the following: presentment and demand for payment or performance of any of the Obligations of this Guaranty, protest, notice of protest and notice of default under the Lease or hereunder or of dishonor or nonpayment of any instrmnent evidencing the Obligations, and any other notice or demand required by law and lawfully waivable by Guarantors and not otherwise explicitly required hereunder; any right to require suit agaiust Tenant or any other party or the exercise of any remedy against Tenant or any other party before enforciug this Guaranty; and any right of subrogation to Landlord's rights agaiust Tenant until the Obligations are paid or performed in full.

3. Guarantors hereby consent and agree that renewals and extensions of time of payment, surrender, release, exchange, substitution, dealing with or taking of additional collateral security, making advances to perform the Obligations then in default, takiug or release of other guarantees, assignment or transfer of the Lease, iucludiug this Guaranty, abstaining from taking guarantees, waivers of any defaults, rights or remedies and any and all other forbearances or iudulgences granted to Tenant or any other party may be made, granted and/or effected without

notice to Guarantors and without in any manner affecting Guarantors' liability hereunder.

4. Guarantors agree that Guarantors shall remain bound under this Guaranty and that Guarantors' obligations hereunder shall not be discharged, modified or in any way limited by the recovery of any judgment against Tenant or any other obligor for the Obligations, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Guarantors except for final payment and performance in full of all of the Obligations in accordance with their respective terms and in accordance with this Guaranty. Guarantors further agree that the invalidity, irregularity or unenforceability of all or any part of the Obligations or any security therefore shall not affect, impair or be a defense to this Guaranty or discharge, modify or in any way limit the liability of Guarantors hereunder. No modification, release, limitation or rendering void of the liabilities of Tenant or of any other guarantor(s) of the Obligations which occur in or as a result of the operation of any existing or future federal or state Jaws affecting the rights of creditors, including without limitation the Federal Bankruptcy Code, shall discharge, modify or in any way limit Guarantors' liability hereunder. If at any time all or any part of any payment previously received by Landlord and applied to any of the Obligations must be returned by Landlord for any reason, whether as a result of a court order, administrative order, settlement or otherwise, Guarantors are and shall remain liable hereunder for the full amount returned as if such amount had never been received by the recipient, notwithstanding any termination of this Guaranty or the cancellation of the Lease, or any other instrument or other agreement evidencing any or all of the Obligations.

5. Any notice to Guarantors by Landlord at any time shall not imply that such notice or any further or similar notice was or is required. Any notice, demand, request or other communication given hereunder or in connection herewith (collectively, the "Notices") shall be deemed sufficient if given in accordance with Article XVIII of the Lease at the respective addresses of the parties set forth above.

6. Guarantors further agree to pay and/or reimburse Landlord for any and all costs, expenses and reasonable attorneys' fees paid or incurred by Landlord (which costs, expenses and fees shall be evidenced by written statements, invoices and/or paid receipts therefor) in enforcing or collecting or endeavoring to enforce or collect the Obligations, or in enforcing or endeavoring to enforce this Guaranty.

7. Guarantors agree that any and all existing or future indebtedness, liability or obligations of Tenant to Guarantors are and shall be fully subordinated to the Obligations until payment and/or petformance of the Obligations in full so that during the continuance of any event of default under the Lease, Guarantors shall not be entitled to receive any amount due on any such indebtedness, liability or obligation of Tenant to Guarantors and in any event Guarantors shall not accelerate same or exercise any remedies thereunder unless Landlord does so. As long as Tenant is not in default of the Obligations, Guarantors shall be entitled to receive their normal compensation and other normal payments, distributions, benefits and prerequisites from Tenant.

8. Upon occurrence of an event of default (beyond applicable cure periods set forth in the Lease, if any) under any of the Obligations, all the Obligations shall, for the purpose of this Guaranty, be deemed at Landlord's election (upon notice to Guarantors) to have become immediately due and payable.

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9. Guarantors consent and agree to and ratify and confirm all terms, covenants, promises, agreements or other provisions of the Lease which expressly or by implication apply to it and agrees to deliver to Landlord all documents, agreements and instruments required thereunder from time to time including without limitation, during any default under the Lease, any financial statements requested by Landlord from time to time. Since the date of the most recent financial statements furnished by Guarantors to Landlord, there has not been any material adverse change in the financial status, business or properties of Guarantors. Further, Guarantors agree to furnish Landlord annually, within thirty (30) days after the prior year's anniversary of receipt thereof, personal financial statements of Guarantors as of the end of such year, setting forth the assets, liabilities and net worth of Guarantors, all in reasonable detail and certified by Guarantors, as presenting a true, accurate and complete report of Guarantors' financial condition as of the end of such year.

10. All rights and remedies afforded to Landlord by reason of this Guaranty, the Lease, or by law are separate and cumulative and the exercise of one shall not in any way limit or prejudice the exercise of any other such rights or remedies. No delay or omission by Landlord in exercising any such right or remedy shall operate as a waiver thereof. No waiver of any rights or remedies hereunder, and no modification or amendment hereof, shall be deemed made by Landlord unless in writing and duly signed by Landlord. Any such written waiver shall apply only to the particular instance specified therein and shall not impair the further exercise of such right or remedy or of any other right or remedy by Landlord, and no single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or of any other right or remedy.

11. Guarantors irrevocably and jointly and severally:

(i) agree that any suit, action, or other legal proceeding arising out of this Guaranty may be brought in the courts ofrecord of the Commonwealth of Massachusetts or the courts of the United States located in the Commonwealth of Massachusetts; and

(ii) consent to the jurisdiction of each such court in any such suit, action or proceeding; and

(iii) waive any objection which it may have to the laying of venue of such suit, action or proceeding in any such courts.

12. This Guaranty shall operate as a continuing guaranty and shall be binding upon Guarantors and their respective successors and assigns and shall inure to the benefit of Landlord and its successors and assigns. This Guaranty shall be construed under the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions.

13. When all of the Obligations then outstanding have been finally paid in full, this Guaranty shall, subject to paragraph 4 above, cease and terminate and Landlord shall execute proper instruments, acknowledging satisfaction and discharge of this Guaranty.

14. Capitalized terms used herein and not expressly defmed herein shall have the respective meanings assigned thereto in the Lease.

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15. The obligations and liability of the undersigned hereunder are joint and several, and are made in the undersign eds' individual capacities.

IN WITNESS WHEREOF, Guarantors have duly executed this Guaranty as of the date first written above.

Witness:

Vm1)G &M1raxd J\ 1111 \)tr "hcl

3144264.119617-l

Guarantors:

Robert Proctor

75 Gilson Road. Scituate, MA 02066

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ACCESS CENTER

Section C: Letter of Support or Non-Opposition

Attachment: Letter of Non-Opposition from the Select Board - Town of

Dartmouth

Him1harn. MA 02043

DARTMOUTH

Office of the Select Board

Frank S. Gracie IIJ.-Chair

Kelli A. Martin-Taglianetti-Vice Chair

Shawn D. McDonald

John Haran

Stanley Mickelson

September 12, 2017

Elevated Access Center Rebecca L. Adams Executive Director 17 5 Derby St Suite 12 Hingham, MA 02043

Dear Ms. Adams,

ASSACHUSETTS

400 Slocum Road Dartmouth, MA 02747-0985 Telephone: (508)910-1813

Fax: (508) 910-1839 www.town.dartinouth.maus

David G. Cressman To\vn Administrator

Email: [email protected]

The Select Board, does hereby provide non-opposition to Elevated Access Center to operate a Registered Marijuana Dispensary in Dartmouth, MA. I have been authorized to provide this letter on behalf of the Dartmouth Select Board by a vote taken at a duly noticed meeting held on September 11, 2017.

The Select Board has verified with the appropriate local officials that the proposed RMD facility is located in a zoning district that allows such use by right or pursuant to local permitting.

Sincerely yours,

/,(~/6~

David G. Cressman Town Administrator

ACCESS CENTER

Prnvider

Exhibit 1: Town of Dartmouth-Registered Marijuana Dispensary {RMD)

Bylaws

175 Suite Hini;harn, MA 02043

SECTION ZA - REGISTERED MARijUANA DISPENSARY (RMD)

ZA.100 PURPOSE

The purpose of Section ZA is to regulate those facilities that are known as both Medical Marijuana Treatment Centers and Registered Marijuana Dispensaries, as those terms are defined and described in 105 CMR 725.004, and which shall hereinafter be referenced as RMDs.

The purpose of regulating RMDs is:

• To designate areas in Town for such facilities that will have the least impact on community character;

• To site such facilities close to highway access and public transportation in order to minimize traffic impacts to the Town;

• To locate such facilities away from places where children regularly congregate;

• To locate such facilities away from areas that are zoned for residential and commercial uses; and

• To limit the overall number of such facilities in the Town of Dartmouth to that which is needed in order to serve the Town and the immediate region.

ZA.200 DISTRICT RESTRICTIONS

RMDs are not allowed as-of-right in any District within the Town, whether as a primary or accessory use or as a home occupation. The Planning Board may grant a Special Permit allowing an RMD in either the Office Industrial District or the General Industrial District.

ZA.300 STANDARDS FOR GRANTING SPECIAL PERMIT

The Planning Board may grant a special permit for an RMD if the following standards are satisfied:

ZA.301 Nondiscretionary Standards

A. An RMD and the parcel on which it is proposed to be located must meet all setback, lot size, lot coverage, height, frontage and other dimensional requirements and development standards of the District in which it is located;

B. An RMD shall not be located within four thousand (4000) feet of another RMD that is located within the Town;

C. An RMD shall not be sited within a radius of five hundred (500) feet of an existing school, daycare center, public library, or any existing facility in which children commonly congregate. The five hundred (500) foot distance shall be measured in a straight line from the nearest point of the facility in question to the nearest point of the RMD;

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D. An RMD shall not be located within one hundred ( 100) feet of a Residential or Business District;

E. The outdoor fencing of any RMD shall be a non-reflective, earth tone color, such as black or dark green;

F. Parking at an RMD shall comply with the requirements of Section 16 - Off Street Parking Regulations, except that parking spaces shall be provided at the rate of (1) parking space per employee for the largest shift, plus (1) parking space for each (250) square feet of building floor space that is devoted to customer service; and

2A.302 Discretionary Standards In exercising its discretion whether to grant a Special Permit, the Planning Board shall consider the impact of the proposed RMD on public health and safety, the effect of the proposed RMD on the character of the neighborhood and the Town, and the extent to which there is an established medical need within the local population for the RMD.

ZA.400 CONDITIONS

In addition to any conditions that the Planning Board chooses to impose upon a granted Special Permit, including, without limitation, with respect to the allowed days and hours of operation of the retail component of an RMD, the following conditions automatically apply to said grant: A. Prior to obtaining a building permit, and prior to beginning operation of the RMD if no

such permit is needed, the following documentation shall be provided to the Director of Inspectional Services and the Chief of Police:

1. The Certificate of Registration for the RMD that was issued by Department of Public Health; and

2. The Written Operating Procedures for the RMD that were created pursuant to 105 CMR 725.105(A) or its successor regulation;

B. The Special Permit may not be transferred, even to any successor in interest to the holder.of the Special Permit.

6/3/2014 9/10/2014 9/16/2014

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Documents

SP, App 1 (2017-9-21) - Elevated Non-Profit Corporation · 11/22/2017 · Application _1 _ of_3 __ Applicant Non-Profit Corporation Elevated Non-Profit Corporation l. Elevated Non-Profit