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Department of Health Use Only

# Received

Medical Marijuana Grower/Processor Permit Application


You may apply for one grower/processor permit in this application for any of the medical marijuana
regions listed below. A separate application must be submitted for each grower/processor permit
sought by the applicant. Please see the Medical Marijuana Organization Permit Application Instructions
for a table of the counties within each medical marijuana region.

Please check to indicate the medical marijuana region, and specify the county, for which you are
applying for a grower/processor permit:

Northwest Northcentral Northeast


Southwest Southcentral Southeast

County: Franklin

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Medical Marijuana Grower/Processor Permit Application


Part A - Applicant Identification and Facility Information
(Scoring Method: Pass/Fail)
FOR THIS PART, THE APPLICANT IS REQUIRED TO PROVIDE BACKGROUND AND CONTACT INFORMATION FOR THE BUSINESS OR
INDIVIDUAL APPLYING FOR A PERMIT.

Section 1 Applicant Name, Address and Contact Information


Business or Individual Name and Principal Address
Business Name, as it appears on the applicants certificate of incorporation, charter, bylaws,
partnership agreement or other legal business formation documents:

AES Compassionate Care LLC


Other trade names and DBA (doing business as) names:

Business Address: 33 North LaSalle Street, Suite 3200


City: Chicago State: Illinois Zip Code: 60602
Phone: DOH Fax: Text Here. Email:
REDACTED DOH REDACTED

Primary Contact or Registered Agent for this Application


Name: Audrey Selin
Address: 33 North LaSalle Street, Suite 3200
City: Chicago State: Illinois Zip Code: 60602
Phone: DOH Fax: Text Here. Email:
REDACTED DOH REDACTED

Section 2 Facility Information


By checking Yes, you affirm that you possess the ability to obtain in an expeditious
manner the right to use sufficient land, buildings and other premises and equipment to Yes No
properly carry on the activity described in the medical marijuana grower/processor
permit application, and any proposed location for a grower/processor facility.

PROPOSED GROWER/PROCESSOR FACILITY (PLEASE INDICATE THE FACILITY NAME AS YOU WOULD LIKE IT TO APPEAR ON THE
PERMIT)
Facility Name: Grassroots Cannabis
Facility Address: 1086 Wayne Avenue
City: Chambersburg State: PA Zip Code: 17201
County: Franklin Municipality: Chambersburg
Owned by the applicant Leased by the applicant Option for applicant to buy/lease

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Is the facility located in a financially distressed municipality?


Yes No
Does the facility have an excess maintenance agreement or road use agreement with
PennDOT, the local municipality, or the county? Yes No

Part B Diversity Plan


(Scoring Method: 100 Points)
IN ACCORDANCE WITH SECTION 615 OF THE ACT (35 P.S. 10231.615), AN APPLICANT SHALL INCLUDE WITH ITS
APPLICATION A DIVERSITY PLAN THAT PROMOTES AND ENSURES THE INVOLVEMENT OF DIVERSE PARTICIPANTS AND DIVERSE
GROUPS IN OWNERSHIP, MANAGEMENT, EMPLOYMENT, AND CONTRACTING OPPORTUNITIES. DIVERSE PARTICIPANTS
INCLUDE A PERSON, INCLUDING A NATURAL PERSON; INDIVIDUALS FROM DIVERSE RACIAL, ETHNIC AND CULTURAL
BACKGROUNDS AND COMMUNITIES; WOMEN; VETERANS; INDIVIDUALS WITH DISABILITIES; CORPORATION; PARTNERSHIP;
ASSOCIATION; TRUST OR OTHER ENTITY; OR ANY COMBINATION THEREOF, WHO ARE SEEKING A PERMIT ISSUED BY THE
DEPARTMENT OF HEALTH TO GROW AND PROCESS OR DISPENSE MEDICAL MARIJUANA. DIVERSE GROUPS INCLUDE THE
FOLLOWING BUSINESSES THAT HAVE BEEN CERTIFIED BY A THIRD-PARTY CERTIFYING ORGANIZATION: A DISADVANTAGED
BUSINESS, MINORITY-OWNED BUSINESS, AND WOMEN-OWNED BUSINESS AS THOSE TERMS ARE DEFINED IN 74 PA. C.S.
303(B); AND A SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS OR VETERAN-OWNED SMALL BUSINESS AS THOSE
TERMS ARE DEFINED IN 51 PA. C.S. 9601.

Section 3 Diversity Plan


By checking Yes, the applicant affirms that it has a diversity plan that establishes a
goal of opportunity and access in employment and contracting by the medical Yes No
marijuana organization. The applicant also affirms that it will make a good faith effort to
meet the diversity goals outlined in the diversity plan. Changes to the diversity plan
must be approved by the Department of Health in writing.

The applicant further agrees to report participation level and involvement of Diverse
Participants and Diverse Groups in the form and frequency required by the Department,
and to provide any other information the Department deems appropriate regarding
ownership, management, employment, and contracting opportunities by Diverse
Participants and Diverse Groups.

DIVERSITY PLAN

IN NARRATIVE FORM BELOW, DESCRIBE A PLAN THAT ESTABLISHES A GOAL OF DIVERSITY IN OWNERSHIP, MANAGEMENT,
EMPLOYMENT AND CONTRACTING TO ENSURE THAT DIVERSE PARTICIPANTS AND DIVERSE GROUPS ARE ACCORDED
EQUALITY OF OPPORTUNITY. TO THE EXTENT AVAILABLE, INCLUDE THE FOLLOWING:

1. The diversity status of the Principals, Operators, Financial Backers, and Employees of the
Medical Marijuana Organization.
2. An official affirmative action plan for the Medical Marijuana Organization.

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3. Internal diversity goals adopted by the Medical Marijuana Organization.


4. A plan for diversity-oriented outreach or events the Medical Marijuana Organization will
conduct during the term of the permit.
5. Contracts with diverse groups and the expected percentage and dollar amount of revenues
that will be paid to the diverse groups.
6. Any materials from the Medical Marijuana Organizations mentoring, training, or professional
development programs for diverse groups.
7. Any other information that demonstrates the Medical Marijuana Organizations commitment
to diversity practices.
8. A workforce utilization report including the following information for each job category within
the Medical Marijuana Organization:
a. The total number of persons employed in each job category,
b. The total number of men employed in each job category,
c. The total number of women employed in each job category,
d. The total number of veterans in each job category,
e. The total number of service-disabled veterans in each job category, and
f. The total number of members of each racial minority employed in each job category.
9. A narrative description of your ability to record and report on the components of the diversity
plan.

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Part C - Applicant Background Information


(Scoring Method: Pass/Fail)
FOR THIS PART THE APPLICANT IS REQUIRED TO PROVIDE BACKGROUND AND CONTACT INFORMATION FOR THE PRINCIPALS,
FINANCIAL BACKERS, OPERATORS AND EMPLOYEES.

Section 4 Principals, Financial Backers, Operators and Employees


A. Please list Principals, Financial Backers and Operators

Name and Residential Address


First Name: Audrey Middle Name: Text Here. Last Name: Selin Suffix: 55555
Occupation: Lawyer Title in the applicants business: Chief
Executive Officer
Also known as: Text Here. Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: Text Here. City: DOH REDACTED
State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: Steven Middle Name: Text Here. Last Name: Weisman Suffix: 55555
Occupation: Lawyer and Entrepreneur Title in the applicants business: Chief
Operating Officer
Also known as: Text Here. Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
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Address Line 3: Text Here. City: DOH REDACTED


State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: Mitchell Middle Name: Text Here. Last Name: Kahn Suffix: 55555
Occupation: Lawyer, CEO or COO of Several Title in the applicants business: Chief
Businesses Compliance Officer
Also known as: Mitch Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: Text Here. City: DOH REDACTED
State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: 8DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: Matthew Middle Name: Text Here. Last Name: Darin Suffix: 55555
Occupation: CPA, COO or CFO of Several Businesses Title in the applicants business: Chief
Financial Officer
Also known as: Matt Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: Text Here. City: DOH REDACTED
State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: David Middle Name: Todd Last Name: Brown Suffix: 55555
Occupation: Lawyer Title in the applicants business: Financial
Backer
Also known as: Text Here. Date of birth:DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: 3
DOH REDACTED

Address Line 3: Text Here. City: DOH REDACTED


State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: Marc Middle Name: Text Here. Last Name: Gordon Suffix: 55555
Occupation: President Industrial Metals Recycling Title in the applicants business: Financial
Corp. Backer
Also known as: Text Here. Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: Text Here. City: DOH REDACTED
DOH REDACTED
State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: Text Here. Middle Name: Text Here. Last Name: Text Here. Suffix: 55555
Occupation: Text Here. Title in the applicants business: Text Here.
Also known as: Text Here. Date of birth: MM/DD/YYYY
Address Line 1: Text Here. Address Line 2: Text Here.
Address Line 3: Text Here. City: Text Here. State: WW Zip Code: 55555
Phone: Text Here. Fax: Text Here. Email: Text Here.

IF MORE SPACE IS REQUIRED, PLEASE SUBMIT ADDITIONAL INFORMATION ON OTHER INDIVIDUALS IN A SEPARATE DOCUMENT
TITLED PRINCIPALS, FINANCIAL BACKERS AND OPERATORS (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE NAME
FORMAT REQUIREMENTS AND INCLUDE WITH THE ATTACHMENTS.

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B. Please list Employees


PLEASE PROVIDE THE FOLLOWING INFORMATION FOR ANY EMPLOYEES THAT HAVE BEEN HIRED TO DATE TO WORK FOR THE
APPLICANT LISTED IN THIS APPLICATION. IF NO EMPLOYEES ARE CURRENTLY EMPLOYED, PLEASE LEAVE THIS SECTION BLANK.

Name and Residential Address


First Name: Duane Middle Name: Text Here. Last Name: Goetsch Suffix: 55555
Occupation: Chairman of the Board of Gradient Title in the applicants business: Master
Technoloy, Chemical Engineer Processor
Also known as: Text Here. Date of birth:DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: Text Here. City: DOH REDACTED State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: Zachary Middle Name: James Last Name: Bohannon Suffix: 55555
Occupation: Master Cultivator Title in the applicants business: Master
Cultivator
Also known as: Text Here. Date of birth: DOH REDACTED
DOH REDACTED

Address Line 1: DOH REDACTED Address Line 2: Text Here.


Address Line 3: Text Here. City: DOH REDACTED State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH
DOHREDACTED
REDACTED Fax: Text Here. Email: DOH REDACTED
Name and Residential Address
First Name: Daniel Middle Name: Gene Last Name: Hinderliter Suffix: 55555
Occupation: Retired, formerly plant breeder, Title in the applicants business: Director of
marketing and general manager Cultivation
Also known as: Text Here. Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: Text Here. City: DOH REDACTED State: Zip Code:
DOH REDACTED DOH REDACTED

Phone:DOH REDACTED Fax: Text Here. Email: DOH REDACTED


Name and Residential Address
First Name: Text Here. Middle Name: Text Here. Last Name: Text Here. Suffix: 55555
Occupation: Text Here. Title in the applicants business: Text Here.
Also known as: Text Here. Date of birth: MM/DD/YYYY
Address Line 1: Text Here. Address Line 2: Text Here.
Address Line 3: Text Here. City: Text Here. State: WW Zip Code: 55555
Phone: Text Here. Fax: Text Here. Email: Text Here.
Name and Residential Address
First Name: Text Here. Middle Name: Text Here. Last Name: Text Here. Suffix: 55555
Occupation: Text Here. Title in the applicants business: Text Here.
Also known as: Text Here. Date of birth: MM/DD/YYYY
Address Line 1: Text Here. Address Line 2: Text Here.
Address Line 3: Text Here. City: Text Here. State: WW Zip Code: 55555
Phone: Text Here. Fax: Text Here. Email: Text Here.

IF MORE SPACE IS REQUIRED, PLEASE SUBMIT ADDITIONAL INFORMATION ON OTHER INDIVIDUALS IN A SEPARATE DOCUMENT

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TITLED EMPLOYEES (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE NAME FORMAT REQUIREMENTS AND INCLUDE
IT WITH THE ATTACHMENTS.

Section 5 Moral Affirmation


By checking Yes, you affirm that each principal, financial backer, operator and employee
listed in this permit application is of good moral character. Yes No

Section 6 Compliance with Applicable Laws and Regulations


By checking Yes, you affirm that you, as well as the principals, financial backers,

operators and employees listed in this permit application are able to continuously comply
Yes No
with all applicable Commonwealth laws and regulations relating to the operation of a
medical marijuana grower/processor facility.

Section 7 Civil and Administrative Action


For the statements below:
By checking Yes, you affirm the statement
If you check No, you must state your reasoning in Schedule A below

Civil and Administrative Action Yes No

The applicant has never responded to an action resulting in sanctions, disciplinary actions
or civil monetary penalties being imposed relating to a registration, license, permit or any
other authorization to grow, process or dispense medical marijuana in any state.

The applicant has never responded to a civil or administrative action relating to a


registration, license, permit or authorization to grow, process or dispense medical
marijuana in any state.

The applicant has never been accused of obtaining a registration, license, permit or other
authorization to operate as a grower, processor or dispensary of medical marijuana in any
jurisdiction by fraud, misrepresentation, or the submission of false information.

No civil or administrative action has been taken against the applicant under the laws of
the Commonwealth or any other state, the United States or a military, territorial or tribal
authority relating to a principal, operator, financial backer or employee of the applicants
profession, or occupation or fraudulent practices, including fraudulent billing practices.

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Schedule A: Civil or Administrative History Incident


Name and Address of
Nature of Date of
Name of Case the Administrative
Defendant Charge or Charge or Disposition
& Docket # Agency Involved, and
Complaint Complaint
the Tribunal or Court
Text Here. Text Here. Text Here. Text Here. Text Here. Text Here.
Text Here. Text Here. Text Here. Text Here. Text Here. Text Here.
Text Here. Text Here. Text Here. Text Here. Text Here. Text Here.
Text Here. Text Here. Text Here. Text Here. Text Here. Text Here.

Part D Plan of Operation


(Scoring Method: 550 Points)
A PLAN OF OPERATION IS REQUIRED FOR ALL GROWER/PROCESSOR PERMIT APPLICATIONS. THE PLAN OF OPERATION MUST
INCLUDE A TIMETABLE OUTLINING THE STEPS THE APPLICANT WILL TAKE TO BECOME OPERATIONAL WITHIN SIX MONTHS
FROM THE DATE OF ISSUANCE OF A PERMIT. THE PLAN OF OPERATION MUST ALSO DESCRIBE HOW THE APPLICANTS
PROPOSED BUSINESS OPERATIONS WILL COMPLY WITH STATUTORY AND REGULATORY REQUIREMENTS NECESSARY FOR THE
CONTINUED OPERATION OF THE FACILITY.

Plan of Operation
What must be covered in a Plan of Operation?
Applicants must identify how they will comply with relevant laws and regulations regarding:

Security and surveillance


Employee qualifications and training
Transportation of medical marijuana and medical marijuana products
Storage of seeds, immature medical marijuana plants, medical marijuana plants, medical
marijuana, and medical marijuana products
Labeling of medical marijuana products
Inventory management, including management of returns of medical marijuana product that is
expired, damaged or recalled
Appropriate nutrient practice, using fertilizers or hydroponic solutions, and the recording of
information on the use of fertilizers and growth additives
Quality control and testing of medical marijuana and medical marijuana products for potential
contamination
Growing of medical marijuana, including a detailed summary of policies and procedures for its
growth and harvest
Recordkeeping
Preventing unlawful diversion of medical marijuana and medical marijuana products
Timetable outlining the steps required for the applicant to become operational within six
months from the date of issuance of a permit

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By checking Yes, you affirm that you are able to continuously maintain effective
security, surveillance and accounting control measures to prevent diversion, abuse and Yes No
other illegal conduct regarding medical marijuana plants and medical marijuana.

Section 8 Operational Timetable


IF ISSUED A PERMIT, PLEASE DESCRIBE BELOW THE STEPS AND TIMEFRAMES FOR BECOMING OPERATIONAL AS A
GROWER/PROCESSOR WITHIN SIX MONTHS FROM THE DATE OF ISSUANCE OF A GROWER/PROCESSOR PERMIT.
SPECIFICALLY, PROVIDE THE STEPS YOU WILL TAKE TO BEGIN THE PROCESS FOR THE GROWING, HANDLING, PROCESSING,
TESTING, TRANSPORTING, AND DISPOSING OF MEDICAL MARIJUANA AND MEDICAL MARIJUANA PRODUCTS.

Activity Estimated Date

IF MORE SPACE IS REQUIRED FOR THE OPERATIONAL TIMETABLE, PLEASE SUBMIT ADDITIONAL INFORMATION IN A SEPARATE
DOCUMENT TITLED OPERATIONAL TIMETABLE (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE NAME FORMAT
REQUIREMENTS AND INCLUDE IT WITH THE ATTACHMENTS.

Section 9 Employee Qualifications, Description of Duties and Training


A. PLEASE PROVIDE A DESCRIPTION OF THE DUTIES, RESPONSIBILITIES, AND ROLES OF EACH PRINCIPAL, FINANCIAL
BACKER, OPERATOR AND EMPLOYEE.

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B. PLEASE DESCRIBE THE EMPLOYEE QUALIFICATIONS OF EACH PRINCIPAL AND EMPLOYEE.

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C. PLEASE DESCRIBE THE STEPS THE APPLICANT WILL TAKE TO ASSURE THAT EACH PRINCIPAL AND EMPLOYEE WILL MEET
THE TWO-HOUR TRAINING REQUIREMENT UNDER THE ACT AND REGULATIONS.

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IF MORE SPACE IS REQUIRED FOR ANY OF THE ABOVE THREE COMPONENTS OF SECTION 9 (A, B AND C), PLEASE SUBMIT
ADDITIONAL INFORMATION IN A SEPARATE DOCUMENT TITLED EMPLOYEE QUALIFICATIONS, DESCRIPTION OF DUTIES AND
TRAINING (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE NAME FORMAT REQUIREMENTS AND INCLUDE IT WITH
THE ATTACHMENTS.

Section 10 Security and Surveillance


A GROWER/PROCESSOR FACILITY MUST HAVE SECURITY AND SURVEILLANCE SYSTEMS, UTILIZING COMMERCIAL-GRADE
EQUIPMENT, TO PREVENT UNAUTHORIZED ENTRY AND TO PREVENT AND DETECT DIVERSION, THEFT, OR LOSS OF ANY SEEDS,
IMMATURE MEDICAL MARIJUANA PLANTS, MEDICAL MARIJUANA PLANTS, MEDICAL MARIJUANA AND MEDICAL MARIJUANA
PRODUCTS.

PLEASE PROVIDE A SUMMARY OF YOUR PROPOSED SECURITY AND SURVEILLANCE EQUIPMENT AND MEASURES THAT WILL
BE IN PLACE AT YOUR PROPOSED FACILITY AND SITE. THESE MEASURES SHOULD COVER, BUT ARE NOT LIMITED TO, THE

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FOLLOWING: GENERAL OVERVIEW OF THE EQUIPMENT, MEASURES AND PROCEDURES TO BE USED, ALARM SYSTEMS,
SURVEILLANCE SYSTEM, STORAGE, RECORDING CAPABILITY, RECORDS RETENTION, PREMISES ACCESSIBILITY, AND
INSPECTION/SERVICING/ALTERATION PROTOCOLS.

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Section 11 Transportation of Medical Marijuana


A. Transportation Yes No

By checking Yes, you affirm that any delivery of medical marijuana to any other medical
marijuana grower/processor facility, dispensary, or approved laboratory within the
Commonwealth will adhere to the following:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.

Medical marijuana will only be delivered between 7 a.m. and 9 p.m.

Medical marijuana will not be transported to any location outside of this


Commonwealth.

A global positioning system will be used to ensure safe, efficient delivery of the
medical marijuana to a medical marijuana organization or approved laboratory.

In addition to having a transport vehicle staffed with a delivery team consisting of at least
two individuals, the applicant affirms the following:

At least one delivery team member will remain with the vehicle at all times that
the vehicle contains medical marijuana.

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Each delivery team member shall have access to a secure form of communication
with the grower/processor, such as a cellular telephone, at all times that the
vehicle contains medical marijuana.

Upon demand, each delivery team member shall produce an identification badge
or card to the Department or its authorized agents, law enforcement or other
Federal, State, or local government officials if necessary to perform the
government officials functions and duties.

Each delivery team member shall have a valid drivers license.

While on duty, a delivery team member will not wear any clothing or symbols
that may indicate ownership or possession of medical marijuana.

Medical marijuana stored inside the transport vehicle may not be visible from the
outside of the transport vehicle.

A delivery team shall proceed in a transport vehicle from the facility, where the
medical marijuana is loaded, directly to the medical marijuana organization or
approved laboratory, where the medical marijuana is unloaded, without
unnecessary delays. Notwithstanding the foregoing, a transport vehicle may make
stops at multiple facilities or approved laboratories, as appropriate, to deliver
medical marijuana.

Any vehicle accidents, diversions, losses, or other reportable events that occur
during transport of medical marijuana must be immediately reported to the
Department either through a designated phone line established by the
Department or by electronic communication with the Department in a manner
prescribed by the Department.

The Department shall be notified daily of the grower/processors delivery


schedule, including routes and delivery times, either through a designated phone
line established by the Department or by electronic communication with the
Department in a manner prescribed by the Department.

A transport vehicle is subject to inspection by the Department or its authorized


agents, law enforcement or other Federal, State or local government officials if
necessary to perform the government officials functions and duties.

A transport vehicle may be stopped and inspected along its delivery route or at
any medical marijuana organization or approved laboratory.

If a third-party contractor is used, the contractor must comply with all the
transportation requirements listed in the Act and regulations.

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B. Transport Manifest Yes No

By checking Yes to any statement, you affirm that the transport manifest (printed or
electronic) that accompanies every transport vehicle will contain the following
information and meet the following requirements:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.

The name, address and permit number of the medical marijuana organization or
approved laboratory receiving the delivery, and the name of and contact
information for a representative of the medical marijuana organization or
approved laboratory.

The quantity, by weight or unit, of each medical marijuana harvest batch, harvest
lot or process lot contained in the transport, along with the identification number
for each batch or lot.

The date and approximate time of departure.

The date and approximate time of arrival.

The transport vehicles make, model, and license plate number.

The identification number of each member of the delivery team accompanying


the transport.

When a delivery team delivers medical marijuana to multiple medical marijuana


organizations or approved laboratories, the transport manifest must correctly
reflect the specific medical marijuana in transit; each recipient will also provide
the grower/processor with a printed receipt for the medical marijuana received.

All medical marijuana being transported must be packaged in shipping containers


and labeled in accordance with 1151.34 (relating to packaging and labeling of
medical marijuana).

Separate copies of the transport manifest will be provided to each recipient


receiving the medical marijuana described in the transport manifest. To maintain
confidentiality, a grower/processor may prepare separate manifests for each
recipient.

The applicant acknowledges that, upon request, a copy of the printed transport
manifest, and any printed receipts for medical marijuana being transported, will
be provided to the Department or its authorized agents, law enforcement, or

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other Federal, State, or local government officials if necessary to perform the


government officials functions and duties.

PLEASE PROVIDE AN EXPLANATION OF ANY RESPONSES ABOVE THAT WERE ANSWERED AS A NO AND HOW YOU WILL MEET
THESE REQUIREMENTS BY THE TIME THE DEPARTMENT DETERMINES YOU TO BE OPERATIONAL UNDER THE ACT AND
REGULATIONS:

n/a

C. PLEASE DESCRIBE YOUR PLAN REGARDING THE TRANSPORTATION OF MEDICAL MARIJUANA AND MEDICAL MARIJUANA
PRODUCTS. FOR EXAMPLE, EXPLAIN WHETHER YOU PLAN TO MAINTAIN YOUR OWN TRANSPORTATION OPERATION AS
PART OF THE FACILITY OPERATION, OR WHETHER YOU WILL USE A THIRD-PARTY CONTRACTOR. IF YOU CHOOSE TO
USE YOUR OWN TRANSPORTATION OPERATION, PLEASE PROVIDE THE NUMBER AND TYPE OF VEHICLES THAT WILL BE
USED TO TRANSPORT MEDICAL MARIJUANA AND MEDICAL MARIJUANA PRODUCTS, THE TRAINING THAT WILL BE
PROVIDED TO EMPLOYEES THAT WILL TRANSPORT MEDICAL MARIJUANA AND MEDICAL MARIJUANA PRODUCTS, AND
ANY ADDITIONAL MEASURES YOU WILL TAKE TO PREVENT DIVERSION DURING TRANSPORT. IF YOU WILL BE USING A
THIRD-PARTY CONTRACTOR FOR TRANSPORTING MEDICAL MARIJUANA AND MEDICAL MARIJUANA PRODUCTS, PLEASE
EXPLAIN THE STEPS YOU WILL TAKE TO GUARANTEE THE THIRD-PARTY CONTRACTOR WILL BE COMPLIANT WITH THE
TRANSPORTATION REQUIREMENTS UNDER THE ACT AND REGULATIONS.

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Section 12 Storage of Medical Marijuana


A. Storage Requirements Yes No

By checking Yes to any statement, you affirm that the plan of operation will address the
below statements:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.

There will be separate, locked, limited access areas for the storage of seeds,
immature medical marijuana plants, medical marijuana plants, and medical
marijuana that are expired, damaged, deteriorated, mislabeled, contaminated or
recalled or whose containers or packaging have been opened or breached, until
the seeds, immature medical marijuana plants, medical marijuana plants and
medical marijuana are destroyed or otherwise disposed of, as required by
1151.40 (relating to the management and disposal of medical marijuana waste).

All storage areas will be maintained in a clean and orderly condition and free from
infestation by insects, rodents, birds, and pests.

A separate and secure area for temporary storage of medical marijuana that is
awaiting disposal will be established.

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PLEASE PROVIDE AN EXPLANATION OF ANY RESPONSES ABOVE THAT WERE ANSWERED AS A NO AND HOW YOU WILL MEET
THESE REQUIREMENTS BY THE TIME THE DEPARTMENT DETERMINES YOU TO BE OPERATIONAL UNDER THE ACT AND
REGULATIONS:

n/a

B. PLEASE DESCRIBE YOUR PLANS REGARDING THE STORAGE OF MEDICAL MARIJUANA WITHIN YOUR FACILITY:

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Section 13 Packaging and Labeling of Medical Marijuana


A. Packaging Requirements Yes No

By checking Yes to any statement, you affirm that you will implement a quality control
process to ensure that the packaging meets all of the following:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.

Each form of medical marijuana prepared for sale will be packaged and labeled at
its facility. The original seal of a package may not be broken, except for quality
control testing at an approved laboratory, for adverse loss investigations
conducted by the Department, or by a dispensary that purchased the medical
marijuana.

Medical marijuana will be in a package that minimizes exposure to oxygen.

The packaged medical marijuana will be all of the following:

Child-resistant

Tamper-proof or tamper-evident

Light-resistant and opaque

Resealable

PLEASE PROVIDE AN EXPLANATION OF ANY RESPONSES ABOVE THAT WERE ANSWERED AS A NO AND HOW YOU WILL MEET
THESE REQUIREMENTS BY THE TIME THE DEPARTMENT DETERMINES YOU TO BE OPERATIONAL UNDER THE ACT AND
REGULATIONS:

n/a

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B. Labeling Requirements Yes No

By checking Yes to any statement, you affirm that the applicant will implement a quality
control process to ensure that the label does not bear any of the following:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.

Any resemblance to the trademarked, characteristic or product-specialized


packaging of any commercially available food or beverage product.

Any statement, artwork or design that could reasonably lead an individual to


believe that the package contains anything other than medical marijuana.

Any seal, flag, crest, coat of arms, or other insignia that could reasonably mislead
an individual to believe that the product has been endorsed, manufactured, or
approved for use by any State, county or municipality or any agency thereof.

Any cartoon, color scheme, image, graphic or feature that might make the
package attractive to children.

Each process lot of medical marijuana will be identified with a unique identifier.

Prior written approval of the Department will be obtained regarding the content of any
label to be affixed to a medical marijuana package.

By checking Yes, you affirm that each label will:

Be easily readable.

Be made of weather-resistant and tamper-resistant materials.

Be conspicuously placed on the package.

Include the name, address and permit number of the grower/processor.

List the form, quantity and weight of medical marijuana included in the package.

List the amount of individual doses contained within the package and the species
and percentage of THC and CBD.

Contain an identifier that is unique to a particular harvest batch of medical


marijuana, including the number assigned to each harvest lot or process lot in the
harvest batch.

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Include the date the medical marijuana was packaged.

State the employee identification number of the employee preparing the package
and packaging the medical marijuana.

State the employee identification number of the employee shipping the package,
if different than the employee preparing the package and packaging the medical
marijuana.

Contain the name and address of the dispensary to which the package is to be
sold.

List the date of expiration of the medical marijuana.

Include instructions for proper storage of the medical marijuana in the package.

Contain a warning that the medical marijuana must be kept in the original
container in which it was dispensed.

Contain a warning that unauthorized use is unlawful and will subject the
purchaser to criminal penalties.

Contain the following warning stating:


This product is for medicinal use only. Women should not consume during pregnancy or
while breastfeeding except on the advice of the practitioner who issued the certification
and, in the case of breastfeeding, the infants pediatrician. This product might impair the
ability to drive or operate heavy machinery. Keep out of reach of children.

PLEASE PROVIDE AN EXPLANATION OF ANY RESPONSES ABOVE THAT WERE ANSWERED AS A NO AND HOW YOU WILL MEET
THESE REQUIREMENTS BY THE TIME THE DEPARTMENT DETERMINES YOU TO BE OPERATIONAL UNDER THE ACT AND
REGULATIONS:

n/a

C. PLEASE DESCRIBE YOUR PROCESS FOR CREATING AND MONITORING THE LABELING USED FOR MEDICAL MARIJUANA
PRODUCTS:

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Section 14 Inventory Management


A. Electronic Tracking System Yes No

You acknowledge that you must use the electronic tracking system prescribed by the
Department containing the requirements in section 701 of the Act (35 P.S. 10231.701).

You acknowledge that an electronic tracking system that is approved by the Department
will be deployed to log, verify, and monitor the receipt, use and sale of seeds, immature
medical marijuana plants or medical marijuana plants, the funds received by a
grower/processor for the sale of medical marijuana to another medical marijuana
organization, the disposal of medical marijuana waste and the recall of defective medical
marijuana.

B. Inventory Management Yes No

By checking Yes to any statement, you affirm that your grower/processor facility will
maintain an accounting of, and an identifying number for, the following inventory data in
the electronic tracking system prescribed by the Department:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.
The number, weight, and type of seeds.

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The number of immature medical marijuana plants.

The number of medical marijuana plants.

The number of medical marijuana products ready for sale.

The number of damaged, defective, expired, or contaminated seeds, immature


medical marijuana plants, medical marijuana plants and medical marijuana
products awaiting disposal.

Inventory controls and procedures will be established for the conducting of


monthly inventory reviews and annual comprehensive inventories of medical
marijuana at the facility.

Inventory reviews of medical marijuana plants in the process of growing and


medical marijuana and medical marijuana products that are being stored for
future sale shall be conducted monthly.

Comprehensive inventories of seeds, immature medical marijuana plants, medical


marijuana plants, medical marijuana and medical marijuana products shall be
conducted at least annually.

A written or electronic record of the inventory reviews and comprehensive


inventories must be created and maintained.

The written or electronic record will include the date of the inventory, a summary
of the inventory findings, and the employee identification numbers and titles or
positions of the individuals who conducted the inventory.

PLEASE PROVIDE AN EXPLANATION OF ANY RESPONSES ABOVE THAT WERE ANSWERED AS A NO AND HOW YOU WILL MEET
THESE REQUIREMENTS BY THE TIME THE DEPARTMENT DETERMINES YOU TO BE OPERATIONAL UNDER THE ACT AND
REGULATIONS:

n/a

C. PLEASE DESCRIBE YOUR APPROACH REGARDING THE IMPLEMENTATION OF AN INVENTORY MANAGEMENT PROCESS.
THIS APPROACH MUST ALSO INCLUDE A PROCESS THAT PROVIDES FOR THE RECALL OF MEDICAL MARIJUANA AND THE
MANAGEMENT OF MEDICAL MARIJUANA PRODUCT RETURNS FROM A DISPENSARY:

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Section 15 Management and Disposal of Medical Marijuana Waste


A. Medical Marijuana Waste Yes No

By checking Yes, you affirm that medical marijuana waste will be stored, managed, and
disposed of in accordance with 1151.40 (relating to management and disposal of medical
marijuana waste).

B. PLEASE DETAIL YOUR PLAN FOR THE MANAGEMENT AND DISPOSAL OF MEDICAL MARIJUANA WASTE, IN ACCORDANCE
WITH 1151.22 (RELATING TO PLANS OF OPERATION) AND 1151.40 (RELATING TO MANAGEMENT AND DISPOSAL
OF MEDICAL MARIJUANA WASTE):

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Section 16 Diversion Prevention


A. Diversion Prevention Yes No

You acknowledge that you have the opportunity, only within 30 days from the date the
Department determines you to be operational, to import medical marijuana seeds and
immature medical marijuana plants.

B. PLEASE PROVIDE A SUMMARY OF THE PROCEDURES THAT YOU WILL IMPLEMENT AT THE PROPOSED
GROWER/PROCESSOR FACILITY AND SITE FOR THE PREVENTION OF THE UNLAWFUL DIVERSION OF SEEDS,
IMMATURE MEDICAL MARIJUANA PLANTS, MEDICAL MARIJUANA PLANTS, MEDICAL MARIJUANA AND MEDICAL

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MARIJUANA PRODUCTS, ALONG WITH THE PROCESS THAT WILL BE FOLLOWED WHEN EVIDENCE OF
THEFT/DIVERSION IS IDENTIFIED:

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Section 17 Growing Practice


A. Growing of Medical Marijuana Yes No

By checking Yes to any statement, you affirm that your facility will maintain the
following practices for the growing of medical marijuana:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.

In accordance with 1151.27 (requirements for growing and processing medical


marijuana), only pesticides, fungicides or herbicides that are listed and published
in the Pennsylvania Bulletin will be used.

A log of all actions taken to detect pests or pathogens, and the measures taken
for control, will be maintained.

Visual inspections of growing plants and harvested plant material will be


performed to ensure there is no visible mold, mildew, pests, rot or grey or black
plant material that is greater than an acceptable level as determined by the
Department.

A system to monitor, record, and regulate temperature, humidity, ventilation,


lighting and water supply will be installed.

PLEASE PROVIDE AN EXPLANATION OF ANY RESPONSES ABOVE THAT WERE ANSWERED AS A NO AND HOW YOU WILL MEET
THESE REQUIREMENTS BY THE TIME THE DEPARTMENT DETERMINES YOU TO BE OPERATIONAL UNDER THE ACT AND
REGULATIONS:

n/a

B. PLEASE PROVIDE A SUMMARY OF WHICH PESTICIDES, IF ANY, WILL BE USED IN THE GROWING PROCESS:

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C. PLEASE ALSO PROVIDE A DETAILED SUMMARY OF THE METHODS AND PROCEDURES THAT WILL BE USED FOR THE
GROWING OF MEDICAL MARIJUANA AT THE PROPOSED GROWER/PROCESSOR FACILITY. FOR EXAMPLE: THE INCLUSION
OF GROWING MEDIUMS OR HYDROPONICS, THE PHYSICAL CONDITION FOR MAINTAINING THE IMMATURE MEDICAL
MARIJUANA PLANTS AND MEDICAL MARIJUANA PLANTS, NUTRIENT PRACTICE, PARTICULAR LIGHTING STRATEGIES, ETC.

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Section 18 Nutrient and Additive Practices


A. Nutrient and Growth Additive Practices Yes No

By checking Yes to any statement, you affirm that your facility will maintain the
following medical marijuana nutrient and growth processes:
If you check No to any statement, you must state the reasoning for doing so at the end
of this section. If issued a permit, you must be able to affirm each statement by the time
the Department determines you to be operational under the Act and regulations.

Appropriate nutrient practices will be used.

A fertilizer or hydroponic solution must be of a type, formulation and at a rate to


support the healthy growth of plants.

Records of the type and amounts of fertilizer and any growth additives used will
be maintained.

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No additional active ingredients or materials will be added to the medical


marijuana that alters the color, appearance, smell, taste, effect or weight of the
medical marijuana, unless the grower/processor has first obtained the prior
written approval of the Department.

Excipients will be pharmaceutical grade, unless otherwise approved by the


Department.

PLEASE PROVIDE AN EXPLANATION OF ANY RESPONSES ABOVE THAT WERE ANSWERED AS A NO AND HOW YOU WILL MEET
THESE REQUIREMENTS BY THE TIME THE DEPARTMENT DETERMINES YOU TO BE OPERATIONAL UNDER THE ACT AND
REGULATIONS:

n/a

B. PLEASE PROVIDE DETAILS OF ALL NUTRIENT AND GROWTH ADDITIVES THAT WILL BE UTILIZED AT YOUR FACILITY:

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Section 19 Processing and Extraction


PLEASE DESCRIBE THE TECHNOLOGIES, METHODS, AND TYPES OF EQUIPMENT YOU WILL EMPLOY TO EXTRACT THE
CRITICAL COMPOUNDS FROM MEDICAL MARIJUANA PLANTS TO PRODUCE THE MEDICAL MARIJUANA AND MEDICAL
MARIJUANA PRODUCTS, AND THE TYPES OF MEDICAL MARIJUANA PRODUCTS THAT WILL BE PRODUCED:

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Section 20 Sanitation and Safety


PLEASE PROVIDE A SUMMARY OF THE INTENDED SANITATION AND SAFETY MEASURES TO BE IMPLEMENTED AT YOUR
PROPOSED FACILITY AND SITE. THESE MEASURES SHOULD COVER, BUT ARE NOT LIMITED TO, THE FOLLOWING: A WRITTEN
PROCESS FOR CONTAMINATION PREVENTION, PEST PROTECTION PROCEDURES, MEDICAL MARIJUANA HANDLER
RESTRICTIONS, HAND-WASHING FACILITIES, AND INSPECTION SCHEDULES TO ENSURE THE ACCURACY OF OPERATIONAL
EQUIPMENT.

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Section 21 Quality Control and Testing for Potential Contamination


By checking Yes, you affirm that quality control measures and testing efforts must be
in place to track active ingredients (THC and CBD) and potential contamination of Yes No
medical marijuana products.

Section 22 Recordkeeping
PLEASE PROVIDE A SUMMARY OF THE RECORDKEEPING PLAN THAT WILL BE IN PLACE AT YOUR PROPOSED FACILITY AND
SITE. THE PLAN SHOULD COVER, BUT IS NOT LIMITED TO, THE FOLLOWING: A SYSTEM FOR MONITORING, RECORDING, AND
REGULATING TEMPERATURE, HUMIDITY, VENTILATION, WATER SUPPLY, AND LIGHTING THAT AFFECTS THE GROWTH OF
MEDICAL MARIJUANA PLANTS, AN EQUIPMENT MAINTENANCE LOG, AND RECORDS OF INVENTORY AND ALL
TRANSACTIONS.

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Part E Applicant Organization, Ownership, Capital and Tax Status


(Scoring Method: 150 Points)

SECTION 23 ORGANIZATIONAL STRUCTURE


Applicants Form of Organization
Check One
C-Corporation S-Corporation Limited Liability Company
Sole Proprietorship Partnership Limited Liability Partnership

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Limited Liability Limited Partnership Non-Profit Organization Other (explain): TEXT HERE

Applicants Organization Documents


State of Incorporation or Registration: Pennsylvania Date of Formation: 10/19/2016
Business Name on Formation Documents: AES Compassionate Care LLC

Applicants Identification Numbers


Federal Employer ID number: PA Unemployment Compensation Account Number:

81-4291666 DOH REDACTED

PA Department of Revenue Tax number (if PA Workers Compensation Policy Number (if
applicant is currently doing business in applicant is currently doing business in
Pennsylvania): Pennsylvania):

n/a n/a

The applicant affirms that workers compensation insurance will be obtained by the
time the Department determines you to be operational under the Act and regulations. Yes No

SECTION 24 BUSINESS HISTORY AND CAPACITY TO OPERATE


DESCRIBE YOUR BUSINESS HISTORY AND YOUR ABILITY AND PLAN TO MAINTAIN A SUCCESSFUL AND FINANCIALLY
SUSTAINABLE OPERATION:

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SECTION 25 CURRENT OFFICERS


PROVIDE THE POSITION, TITLE IN THE APPLICANTS BUSINESS, AND ADDRESS INFORMATION FOR ALL CURRENT OFFICERS,
DIRECTORS, PARTNERS OR TRUSTEES.

Name and Residential Address


First Name: Audrey Middle Name: TEXT HERE Last Name: Selin Suffix: 55555
Occupation: Lawyer Title in the applicants business: Chief
Executive Officer
Also known as: TEXT HERE Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: TEXT HERE City: DOH REDACTED
State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: TEXT HERE Email: a DOH REDACTED


Name and Residential Address
First Name: Steven Middle Name: TEXT HERE Last Name: Weisman Suffix: 55555

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Occupation: Lawyer and Entrepreneur Title in the applicants business: Chief


Operating Officer
Also known as: TEXT HERE Date of birth: DOH
DOHREDACTED
REDACTED

Address Line 1: DOH REDACTED Address Line 2: Text Here.


Address Line 3: TEXT HERE City: DOH REDACTED
State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: TEXT HERE Email: DOH REDACTED


Name and Residential Address
First Name: Mitchell Middle Name: TEXT HERE Last Name: Kahn Suffix: 55555
Occupation: Lawyer, CEO or COO of several Title in the applicants business: Chief
businesses Compliance Officer
Also known as: Mitch Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: TEXT HERE City: DOH REDACTED
State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: TEXT HERE Email: DOH REDACTED


Name and Residential Address
First Name: Matthew Middle Name: TEXT HERE Last Name: Darin Suffix: 55555
Occupation: CPA, COO or CFO of Several Businesses Title in the applicants business: Chief
Financial Officer
Also known as: Matt Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: TEXT HERE City: DOH REDACTED State: Zip Code:
DOH REDACTED DOH REDACTED

Phone: DOH REDACTED Fax: TEXT HERE Email: DOH REDACTED


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE

IF MORE SPACE IS REQUIRED, PLEASE SUBMIT ADDITIONAL INFORMATION ON OTHER OFFICERS IN A SEPARATE DOCUMENT

201
Pennsylvania Department of Health
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TITLED CURRENT OFFICERS (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE NAME FORMAT REQUIREMENTS AND
INCLUDE IT WITH THE ATTACHMENTS.

SECTION 26 OWNERSHIP
IN THIS SECTION, LIST ALL PERSONS WITH A CONTROLLING INTEREST IN THE BUSINESS, DEFINED AS FOLLOWS:

(1) FOR A PUBLICLY TRADED COMPANY, VOTING RIGHTS THAT ENTITLE A PERSON TO ELECT OR APPOINT ONE OR MORE
OF THE MEMBERS OF THE BOARD OF DIRECTORS OR OTHER GOVERNING BOARD, OR THE OWNERSHIP OR BENEFICIAL
HOLDING OF 5% OR MORE OF THE SECURITIES OF THE PUBLICLY TRADED COMPANY.
(2) FOR A PRIVATELY HELD ENTITY, THE OWNERSHIP OF ANY SECURITY IN THE ENTITY.

COMPLETE THE APPROPRIATE SECTION(S) BELOW:

A. FOR C-CORPORATIONS , S-CORPORATIONS , LLCS AND LLLCS


Name and Residential Address
First Name: Audrey Middle Name: TEXT HERE Last Name: Selin Suffix: 55555
Occupation: Lawyer Title in the applicants business: Chief
Executive Officer
Also known as: TEXT HERE Date of birth: DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: TEXT HERE City: State:
DOH REDACTED
Zip Code:
DOH REDACTED

DOH REDACTED

Phone:DOH DOH REDACTED


REDACTED Fax: TEXT HERE Email: DOH REDACTED
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

Member DOH REDACTED


10/19/2016 DOH REDACTED
n/a
Name and Residential Address
First Name: Steven Middle Name: TEXT HERE Last Name: Weisman Suffix: 55555
Occupation: Lawyer and Entrepreneur Title in the applicants business: Chief
Operating Officer
Also known as: TEXT HERE Date of birth:DOH REDACTED
Address Line 1: DOH REDACTED Address Line 2: Text Here.
Address Line 3: TEXT HERE City: State:
DOH REDACTED
Zip Code:
DOH REDACTED

DOH REDACTED

Phone: DOH Fax: TEXT HERE Email: DOH


DOH REDACTED
REDACTED
REDACTED
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

Member 10/19/2016
DOH REDACTED DOH REDACTED
n/a
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
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Address Line 1: TEXT HERE Address Line 2: Text Here.


Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE


Name and Residential Address

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First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code:
55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Stock type Number of Date Percentage of Terms, conditions, rights
or class: shares held: Acquired: outstanding voting stock: and privileges:

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TEXT HERE TEXT HERE MM/DD/YYYY TEXT HERE TEXT HERE

IF MORE SPACE IS REQUIRED, PLEASE SUBMIT ADDITIONAL INFORMATION ON OTHER OWNERS OF THE CORPORATION IN A
SEPARATE DOCUMENT TITLED OWNERS OF THE CORPORATIONS (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE
NAME FORMAT REQUIREMENTS AND INCLUDE IT WITH THE ATTACHMENTS.

B. FOR PARTNERSHIPS AND LLPS


Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:

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Pennsylvania Department of Health
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Dormant/Silent MM/DD/YYYY TEXT HERE


Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555

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Pennsylvania Department of Health
Medical Marijuana Grower/Processor Permit Application

Occupation: TEXT HERE Title in the applicants business: TEXT HERE


Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: TEXT
HERE
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555

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Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE


Partner Type: Percentage Partnership Description of participation in
General/Full Partner of participation from: operation of the applicant:
Limited Partner ownership:
Dormant/Silent MM/DD/YYYY TEXT HERE
Partner TEXT HERE
Other: TEXT HERE

IF MORE SPACE IS REQUIRED, PLEASE SUBMIT ADDITIONAL INFORMATION ON OTHER PARTNERS IN A SEPARATE DOCUMENT
TITLED INTEREST OF OTHER PARTNERS (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE NAME FORMAT
REQUIREMENTS AND INCLUDE IT WITH THE ATTACHMENTS.

C. OTHER PERSONS HOLDING AN INTEREST IN THE PROPOSED SITE OR FACILITY


LIST ANY OTHER PERSONS HOLDING AN INTEREST IN THE PROPOSED SITE OR FACILITY, THAT ARE OTHERWISE NOT
DISCLOSED IN SECTIONS A OR B.

Name and Residential Address


First Name: Franklin Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
County Area
Development
Corporation (FCADC)
Occupation: Current Property Owner - Party to Title in the applicants business: n/a
property purchase agreement
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: 1900 Wayne Road Address Line 2: Text Here.
Address Line 3: TEXT HERE City: Chambersburg State: PA Zip Code: 17202
Phone: 717-263-8282 Fax: TEXT HERE Email:DOH REDACTED
Nature, type, terms and conditions of the interest in the applicant:

DOH REDACTED

Name and Residential Address


First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Nature, type, terms and conditions of the interest in the applicant:

TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
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Pennsylvania Department of Health
Medical Marijuana Grower/Processor Permit Application

Address Line 1: TEXT HERE Address Line 2: Text Here.


Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Nature, type, terms and conditions of the interest in the applicant:

TEXT HERE
Name and Residential Address
First Name: TEXT HERE Middle Name: TEXT HERE Last Name: TEXT HERE Suffix: 55555
Occupation: TEXT HERE Title in the applicants business: TEXT HERE
Also known as: TEXT HERE Date of birth: MM/DD/YYYY
Address Line 1: TEXT HERE Address Line 2: Text Here.
Address Line 3: TEXT HERE City: TEXT HERE State: WW Zip Code: 55555
Phone: TEXT HERE Fax: TEXT HERE Email: TEXT HERE
Nature, type, terms and conditions of the interest in the applicant:

TEXT HERE

IF MORE SPACE IS REQUIRED, PLEASE SUBMIT ADDITIONAL INFORMATION ON OTHER PERSONS HOLDING AN INTEREST IN THE
PROPOSED SITE OR FACILITY IN A SEPARATE DOCUMENT TITLED OTHER PERSONS HOLDING AN INTEREST IN THE PROPOSED
SITE OR FACILITY (CONTD.) IN ACCORDANCE WITH THE ATTACHMENT FILE NAME FORMAT REQUIREMENTS AND INCLUDE IT
WITH THE ATTACHMENTS.

SECTION 27 CAPITAL REQUIREMENTS


PROVIDE A SUMMARY OF YOUR AVAILABLE CAPITAL AND AN ESTIMATED SPENDING PLAN TO BE USED FOR YOU TO BECOME
OPERATIONAL WITHIN SIX MONTHS FROM THE DATE OF THE ISSUANCE OF THE PERMIT:

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Pennsylvania Department of Health
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Pennsylvania Department of Health
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Pennsylvania Department of Health
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Part F Community Impact


(Scoring Method: 100 Points)

SECTION 28 COMMUNITY IMPACT


PLEASE BE ADVISED, LETTERS OF RECOMMENDATION OR SUPPORT WILL NOT BE CONSIDERED WHEN EVALUATING THIS
SECTION.

PROVIDE A SUMMARY OF HOW THE APPLICANT INTENDS TO HAVE A POSITIVE IMPACT ON THE COMMUNITY WHERE ITS
OPERATIONS ARE PROPOSED TO BE LOCATED:

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Pennsylvania Department of Health
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Pennsylvania Department of Health
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225
Attachment B: Organizational Documents

Instructions:
Attach certified copies of the applicants certificate of incorporation, partnership agreement,
charter or other such documentation. If the applicant is not organized in Pennsylvania, attach
certified copies of documentation that show that the applicant is authorized to do business in
Pennsylvania
Complete this cover sheet. Scan this sheet and the organizational documents and save it as a
PDF file called Attachment B, using the appropriate file name format

Business Name, as it appears on the applicants certificate of incorporation, charter, bylaws,


partnership agreement or other legal business formation documents: AES Compassionate
Care LLC
Trade names and DBA (doing business as) names:

Principal Business Address: 33 North LaSalle Street, Suite 3200


City: Chicago State: Illinois Zip Code: 60602
Phone: DOH Fax: Email:
REDACTED DOH REDACTED


COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

03/13/2017

TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:

AES Compassionate Care LLC

I, Pedro A. Corts, Secretary of the Commonwealth of Pennsylvania, do hereby certify that the
foregoing and annexed is a true and correct copy of

Creation Filing filed on Oct 19, 2016 - Pages (2)

which appear of record in this department.

Certification Number: TSC170313110662-1

Verify this certificate online at http://www.corporations.pa.gov/orders/verify.aspx


I hereby certify that attached is a true, correct and complete copy of the current Amended and
Restated Limited Liability Company Operating Agreement of AES Compassionate Care LLC.

Steven W
Weisman,
i M
Member
b
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
AES COMPASSIONATE CARE LLC
This Amended and Restated Operating Agreement (this Agreement) is made and entered into
effective March 6, 2016, by and among the persons who execute the signature pages hereto
(collectively referred to in this agreement as the Members).

ARTICLE I
THE LIMITED LIABILITY COMPANY
Section 1.01 Formation. AES Compassionate Care LLC (the Company) was formed on
October 19, 2016, pursuant to the provisions of the Pennsylvania Code, Section 15, Chapter 89
(the Act), upon the filing of the Certificate of Organization with the Secretary of State of the
State of Pennsylvania. The rights and obligations of the parties are as provided in the Act except
as otherwise expressly provided in this Agreement. The original operating agreement, amended
hereby, was executed on October 31, 2016.
Section 1.02 Name. The name of the company shall be AES Compassionate Care LLC, or such
other name upon which the Members may unanimously may agree.
Section 1.03 Purpose. The purpose of the Company is to engage in any lawful act or activity
for which a Limited Liability Company may be formed within the State of Pennsylvania.
Section 1.04 Office. The Companys headquarters are located at 33 North LaSalle Street, Suite
3200, Chicago, Illinois 60602.
Section 1.05 Registered Agent. The registered agent for service of process on the Company in
the State of Pennsylvania shall be the registered agent named in the Certificate of Organization or
such other Person or Persons as the Members may designate unanimously from time to time.
Section 1.06 Term. The term of the Company commenced upon the filing of the Companys
Certificate of Organization and shall continue perpetually unless sooner terminated as provided in
this Agreement.
Section 1.07 Names and Addresses of Members. The Members names and addresses are
listed on the Member Schedule attached hereto as Schedule 1.
Section 1.08 Admission of Additional Members. Except as otherwise expressly provided in
this Agreement, no additional members may be admitted to the Company through issuance by the
company of a new interest in the Company without the prior unanimous written consent of the
Members.
ARTICLE II
CAPITAL CONTRIBUTIONS
Section 2.01 Initial Contributions. The Members have contributed to the Company capital as
listed opposite each members name on Schedule 1.
Section 2.02 Additional Contributions. No Member shall be obligated to make any additional
capital contribution to the Company.
Section 2.03 No Interest on Capital Contributions. Members are not entitled to interest or
other compensation for or on account of their capital contributions to the Company except to the
extent, if any, expressly provided in this Agreement.

ARTICLE III
ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS
Section 3.01 Profits/Losses. For financial accounting and tax purposes, the Companys net
profits or net losses shall be determined on an annual basis and shall be allocated to the Members
in proportion to each Members relative capital interest in the Company as set forth in Schedule 1
as amended from time to time in accordance with U.S. Department of the Treasury Regulation
1.704-1.
Section 3.02 Distributions. The Members shall determine and distribute available funds as they
see fit. Available funds, as referred to herein, shall mean the net cash of the Company available
after appropriate provision for expenses and liabilities, as determined by the Members.
Distributions in liquidation of the Company or in liquidation of a Members interest shall be made
in accordance with the positive capital account balances pursuant to U.S. Department of the
Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital
account balance, there shall be a qualified income offset, as set forth in U.S. Department of the
Treasury Regulation 1.704.1(b)(2)(ii)(d).
Section 3.03 Tax Distributions. Within sixty (60) days of the close of each taxable year of the
Company, the Members shall cause the Company to distribute an amount of cash estimated to be
sufficient for the Members to pay their respective Federal, state and local income taxes attributable
to the Companys estimated taxable income for the applicable Fiscal Year (each, a Tax
Distribution); provided, however, that no Tax Distributions shall be made in violation of
applicable law.
Section 3.04 No Right to Demand Return of Capital. No Member has any right to any return
of capital or other distribution except as expressly provided in this Agreement. No Member has
any drawing account in the Company.

2
ARTICLE IV
INDEMNIFICATION
The Company shall indemnify any person who was or is a party defendant or is threatened to be
made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the Company) by reason
of the fact that he, she or it is or was a Member, owner, officer, employee or agent of the Company,
or is or was serving at the request of the Company, against expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the Members determine that he, she or it acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interest of the Company,
and with respect to any criminal action proceeding, has no reasonable cause to believe his, her or
its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of no lo Contendere or its equivalent, shall not in itself create
a presumption that the person did or did not act in good faith and in a manner which he, she or it
reasonably believed to be in the best interest of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his, her or its conduct was lawful

ARTICLE V
MANAGEMENT
Section 5.01 Management of Company.
(a) The Members, within the authority granted by the Act and the terms of this Agreement
shall have the complete power and authority to manage and operate the Company and make
all decisions affecting its business and affairs.
(b) Audrey Selin will serve as the Companys Chief Executive Officer. Except as otherwise
provided in this Agreement, all decisions and documents relating to the management and
operation of the Company shall be made and executed by the Chief Executive Officer.
(c) Third parties dealing with the Company shall be entitled to rely conclusively upon the
power and authority of the Chief Executive Officer to manage and operate the business and
affairs of the Company.
Section 5.02 Decisions by Members. Whenever in this Agreement reference is made to the
decision, consent, approval, judgment, or action of the Members, unless otherwise expressly
provided in this Agreement, such decision, consent, approval, judgment, or action shall mean the
Members holding a majority interest in the Company.
Section 5.03 Withdrawal by a Member. A Member has no power to withdraw from the
Company, except as otherwise provided in Article VIII.

3
ARTICLE VI
SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES
Section 6.01 Organization Expenses. All expenses incurred in connection with organization of
the Company will be paid by the Company.
Section 6.02 Salary. No salary will be paid to a Member for the performance of his, her or its
duties under this Agreement unless the salary has been approved in writing by the Members.
Section 6.03 Legal and Accounting Services. The Company may obtain legal and accounting
services to the extent reasonably necessary for the conduct of the Companys business.

ARTICLE VII
BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS, FISCAL YEAR,
BANKING
Section 7.01 Method of Accounting. The Company will use the method of accounting as
determined by the Members for financial reporting and tax purposes.
Section 7.02 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company
is the calendar year.
Section 7.03 Capital Accounts. The Company will maintain a Capital Account for each
Member on a cumulative basis in accordance with federal income tax accounting principles.
Section 7.04 Banking. All funds of the Company will be deposited in a separate bank account
or in an account or accounts of a savings and loan association in the name of the Company as
determined by the Members. The Companys funds will be invested or deposited with an
institution, the accounts or deposits of which are insured or guaranteed by an agency of the United
States government.

ARTICLE VIII
TRANSFER OF MEMBERSHIP INTEREST
Section 8.01 Sale or Encumbrance Prohibited. Consent shall not be required for Members to
transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of their interest in the
Company.
Section 8.02 Substituted Parties. Any transfer in which the transferee becomes a fully
substituted Member is not permitted unless and until:
(a) The transferor and transferee execute and deliver to the Company the documents and
instruments of conveyance necessary or appropriate in the opinion of counsel to the
Company to affect the transfer and to confirm the agreement of the transferee to be bound
by the provisions of this Agreement; and

4
(b) The transferor furnishes to the Company an opinion of counsel, satisfactory to the
Company, that the transfer will not cause the Company to terminate for Federal income tax
purposes or that any termination is not adverse to the Company or the other Members.
(c) The transferor furnishes to the Company an opinion of counsel, satisfactory to the
Company, that the transfer will not have any adverse consequence on the Companys
licenses or permits.
Section 8.03 Death, Incompetency, or Bankruptcy of Member. On the death, adjudicated
incompetence, or bankruptcy of a Member the successor in interest to the Member (whether an
estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive
distributions whenever made by the Company and the Members allocable share of taxable
income, gain, loss, deduction, and credit (the Economic Rights) unless and until a majority of
the other Members determined on a per capita basis admit the transferee as a fully substituted
Member in accordance with the provisions of Section 8.02.
Any transfer of Economic Rights pursuant to Section 8.03 will not include any right to participate
in management of the Company, including any right to vote, consent to, and will not include any
right to information on the Company or its operations or financial condition. Following any
transfer of only the Economic Rights of a Members Interest in the Company, the transferring
Members power and right to vote or consent to any matter submitted to the Members will be
eliminated, and the ownership interests of the remaining Members, for purposes only of any votes,
consents, and participation in management, will be proportionately increased until such time, if
any, as the transferee of the Economic Rights becomes a fully substituted Member.

ARTICLE IX
DISSOLUTION AND WINDING UP OF THE COMPANY
Section 9.01 Dissolution. The Company will be dissolved upon the occurrence of any of the
following events:
(a) Sale, transfer, or other disposition of all or substantially all of the property of the Company;
(b) The agreement of all of the Members; or
(c) By operation of law.
Section 9.02 Winding Up. On the dissolution of the Company, the Members must take full
account of the Companys assets and liabilities, and the assets will be liquidated as promptly as is
consistent with obtaining their fair value, and the proceeds, to the extent sufficient to pay the
Companys obligations with respect to the liquidation, will be applied and distributed, after any
gain or loss realized in connection with the liquidation has been allocated in accordance with
Article III of this Agreement, and the Members Capital Accounts have been adjusted to reflect
the allocation and all other transactions through the date of the distribution, in the following order:
(a) To payment and discharge of the expenses of liquidation and of all the Companys debts
and liabilities to persons or organizations other than Members;

5
(b) To the payment and discharge of any Company debts and liabilities owed to Members; and
(c) To Members in the amount of their respective adjusted Capital Account balances on the
date of distribution.

ARTICLE X
GENERAL PROVISIONS
Section 10.01 Amendments. Amendments to this Agreement may be proposed by any Member.
A proposed amendment will be adopted and become effective as an amendment only on the written
approval of all of the Members.
Section 10.02 Intellectual Property Rights. The Members acknowledge and agree to the
following:
(a) Steven Weisman exclusively owns all right, title and interest in and to the content of the
Companys Pennsylvania medical cannabis growing/processing and dispensing license
applications (collectively, Work Product).
(b) The Company and the Members have the right to use the Work Product in the application
process relating to applying for medical cannabis growing/processing and dispensing in the
State of Pennsylvania.
(c) The Company and the Members shall not use the Work Product, in whole or in part, in the
application processes relating to marijuana growing/processing and dispensing in States
other than Pennsylvania without the prior written consent of Steven Weisman.
(d) Steven Weisman shall be free to use the Work Product in any manner he may choose
including the application for similar licenses in other states, which use shall not violate this
Agreement or any other agreement between either the Members and/or the Company on
the one hand and Steven Weisman on the other.
Section 10.03 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER IT ARE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA (WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW).
Section 10.04 Entire Agreement; Modification. This Agreement constitutes the entire
understanding and agreement between the Members with respect to the subject matter of this
Agreement. No agreements, understandings, restrictions, representations, or warranties exist
between or among the members other than those in this Agreement or referred to or provided for
in this Agreement. No modification or amendment of any provision of this Agreement will be
binding on any Member unless in writing and signed by all the Members.
Section 10.05 Attorney Fees. In the event of any suit or action to enforce or interpret any
provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to
recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or
arbitration, and in any appeals. The determination of who is the prevailing party and the amount
6
of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts,
including any appellate courts, in which the matter is tried, heard, or decided.
Section 10.06 Further Effect. The parties agree to execute other documents reasonably
necessary to further effect and evidence the terms of this Agreement, as long as the terms and
provisions of the other documents are fully consistent with the terms of this Agreement.
Section 10.07 Severability. If any term or provision of this Agreement is held to be void or
unenforceable, that term or provision will be severed from this Agreement, the balance of the
Agreement will survive, and the balance of this Agreement will be reasonably construed to carry
out the intent of the parties as evidenced by the terms of this Agreement.
Section 10.08 Headers. The section headers used in this Agreement are for the convenience of
the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions
of this Agreement.
Section 10.09 Notices. All notices required to be given by this Agreement will be in writing and
will be effective when (1) sent by email or facsimile or (2) actually delivered or, if mailed, when
deposited as certified mail, postage prepaid, directed to the address listed for each Member on
Schedule 1 or to such other address as a Member may specify by notice given in conformance with
these provisions to the other Members.
* * * * *

7
SCHEDULE 1
MEMBERS SCHEDULE

CAPITAL OWNERSHIP
NAME ADDRESS
CONTRIBUTION PERCENTAGE

9
Attachment C: Property Title, Lease, or Option to Acquire Property Location

Instructions:
Attach one of the following:
o Evidence of the applicants clear legal title to or option to purchase the proposed site and
facility
o A fully-executed copy of the applicants unexpired lease for the proposed site and facility
and a written statement from the property owner that the applicant may operate a medical
marijuana organization on the proposed site for, at a minimum, the term of the initial
permit
o Other evidence that shows that the applicant has a location to operate its medical
marijuana organization
Complete this cover sheet. Scan this sheet and the appropriate document(s) and save it as a
PDF file called Attachment C, using the appropriate file name format

Business Name, as it appears on the applicants certificate of incorporation, charter, bylaws,


partnership agreement or other official documents: AES Compassionate Care LLC

Trade names and DBA (doing business as) names:

Principal Business Address: 33 North LaSalle Street, Suite 3200


City: Chicago State: Illinois Zip Code: 60602
Phone: DOH Fax: Email:
REDACTED DOH REDACTED


ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE (this "Assignment") is


made, dated and effective as March 15, 2017 (the "Effective Date") by and between Greenhouse Group,
LLC, an Illinois limited liability company ("Assignor"), and AES Compassionate Care, LLC, a
Pennsylvania limited liability company ("Assignee").

RECITALS:

A. Assignor, as buyer, and Franklin County Area Development Corporation, as Seller entered
into that certain Agreement of Sale dated February 1, 2017 (the Agreement).

B. Subject to the conditions hereinafter set forth, Assignor desires to assign all of Assignors
interest in the Agreement to Assignee, and Assignee desires to accept such assignment and assume the
obligations of Assignor under the terms of the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee do hereby state, declare, establish and agree as follows:

AGREEMENT:

1. Assignor hereby assigns and transfers to Assignee, effective as of the Effective Date, all of
its right, title and interest in and to the Agreement. Assignor represents to Assignee that Assignor's execution
and delivery of this Assignment has been duly authorized.

2. Assignee acknowledges that it has examined and is familiar with all of the terms and
provisions of the Agreement. Assignee accepts the assignment of Assignor's right, title, and interest in and
to the Agreement and assumes and agrees to be bound by the Agreement and to satisfy the covenants, terms,
and conditions required to be satisfied by the "Buyer" under the Agreement arising after the Effective Date.
Assignee represents to Assignor that Assignee's execution and delivery of this Assignment has been duly
authorized.

3. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto,
their heirs, executors, administrators, successors in interest and assigns.

4. This Assignment shall be governed by and construed in accordance with the domestic laws
of the State of Pennsylvania.

5. This Assignment may be executed in several counterparts, each of which shall constitute
an original and all of which, when taken together, shall constitute one agreement.

[Signature page to follow]


IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed on
the date of acknowledgement below, but to be effective as of the Effective Date.

ASSIGNOR:

Greenhouse Group, LLC,


an Illinois limited liability company

By:
Name: Matthew S. Darin
Its: Authorized Signatory

ASSIGNEE:

AES Compassionate Care, LLC,


a Pennsylvania limited liability company

By:
Name: Steven Weisman
Its: Member
AGREEMENT OF SALE

THIS AGREEMENT OF SALE (Agreement) is made as of this1st day of February,


2017 (the "Effective Date"), by and between FRANKLIN COUNTY AREA DEVELOPMENT
CORPORATION, (the "Seller"), and GREENHOUSE GROUP, LLC, an Illinois limited liability
company (the "Buyer").

B A C K G R O U N D:

A. The Seller is the fee-simple owner of certain real estate together with the
appurtenances located at 1086 Wayne Avenue. Borough of Chambersburg, Franklin County,
Pennsylvania, containing approximately 10.93 acres and an approximately 74,000 square foot
industrial building, Franklin County Tax Parcel No. 06-1F00.-003.-000000 as described on
Exhibit "A" (the Land) attached hereto and made a part hereof, together with the following:

(1) All of Seller's right, title and interest in and to the building and other
improvements and fixtures (including without limitation the plumbing and HVAC system)
now existing or hereafter to be constructed thereon (the Improvements);
(2) All rights and appurtenances pertaining to the Land, including without limitation
any right, title and interest of Seller in and to the appurtenant easements benefiting the Land,
including sign easements, if any;
(3) All of Sellers right, title and interest in and to the space lease (the Lease);
The Land, together with the rights, interests, and property described in Subsections
(1), (2) and (3) above are collectively called the Property.

B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the
same from Seller.

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby
acknowledged, and intending to be legally bound, Seller and Buyer hereby agree as follows:

1. Sale and Purchase. Subject to the terms and conditions hereinafter set forth,
Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to purchase the
Property from Seller.

2. Purchase Price. The purchase price shall be Three Million Seven Hundred
Thousand Dollars ($3,700,000.00) (Purchase Price).

3. Payment of Purchase Price. The payment of the Purchase Price shall be as


follows:
a. The sum of Twenty-five Thousand Dollars ($25,000.00) shall be payable
within five (5) business days after execution of this Agreement (the "Deposit"). The Deposit
made by Buyer pursuant to this Section 3(a) shall be delivered to Sharpe & Sharpe, LLP, as
escrow agent ("Escrow Agent"), to be held in escrow and to be disbursed by Escrow Agent as
provided in this Agreement. Except as otherwise set forth herein, the Deposit shall be fully
refundable to Buyer throughout the Due Diligence Period as defined in Section 8 of this
Agreement. Subject to the provisions of Section 5 and 8 herein with respect to extension and
refundability of the Deposit, upon expiration of the first extension to the Due Diligence Period,
the full Deposit shall become non-refundable, but applicable to the Purchase Price.
b. The Purchase Price, less the Deposit, shall be paid at Closing, as
hereinafter defined, by certified, cashier's or title insurance check or immediately available wired
funds.
4. Title: The conveyance of the Property shall be in fee simple by special
warranty deed (the "Deed"), free and clear of all liens, claims, easements, exceptions,
reservations, agreements, restrictions, or other encumbrances, except for Permitted
Exceptions (as such term is defined in Section 11(b) below). Sellers Title Policy (Exhibit B) is
attached hereto and made a part hereof subject to updating and reviewing the same pursuant
to Section 11(b) below. Rights to those easements which benefit the Property shall also be
conveyed by Seller to Buyer in the Deed.

5. Closing:

a. Closing (the "Closing") shall be held on or before thirty (30) days after the
expiration of the Due Diligence Period (such date referred to herein as the Closing Date).
Closing shall be at a time and place as mutually agreed upon by Buyer and Seller. Possession
shall be given upon Closing. Seller agrees to assign the Lease at Closing, in the form of a
negotiated Assignment of Lease.

b. Buyer shall have the right, in its sole discretion, to extend the Closing for
two (2) additional thirty (30) day periods upon prior written notice to Seller. Upon the first
extension, $10,000 of the Deposit shall become non-refundable and upon the second
extension, the entire Deposit shall become non-refundable. These shall operate as extensions
to the Due Diligence Period.

6. Closing Events. At the Closing, the following shall occur:

a. Seller shall deliver the Deed in recordable form, duly executed and
acknowledged, conveying to Buyer good and marketable title to the Property insurable at
regular rates charged by a reputable title insurance company chosen by Buyer (the "Title
Company").
b. Seller shall execute and deliver to Title Company an affidavit of title in
the usual and customary form in the State where the Property is located.
c. Seller shall execute and deliver to Buyer an assignment and
assumption Landlord's right, title and interest in the Lease, duly executed and acknowledged,
together with the original Lease and any amendments and modifications thereto. The
assignment shall provide an indemnity by the Seller to the Buyer for all events occurring prior
to the Closing Date and an indemnity from the Buyer to the Seller for all events occurring
subsequent to the Closing Date.
d. Seller shall execute and deliver to Buyer and Title Company four (4)
duplicate original copies of a settlement statement which shows the Purchase Price, the
various credits to each of Seller and Buyer as contemplated herein, the disbursements made
for the account of each of Seller and Buyer as contemplated herein (herein referred to as the
"Closing Statement").
e. Seller shall execute and deliver to Buyer and the Title Company a
Non-Foreign Affidavit in compliance with Section 1445 (f) (3) of the Internal Revenue
Code of 1986, as amended.
f. Seller shall deliver to Buyer possession of the Property, subject only to
the Lease.
g. Seller shall execute and deliver to the Buyer information sufficient for
Buyer to file a form 1099-S.
h. Seller shall execute and deliver to the Buyer a letter to tenant(s) advising
it of the conveyance of the Property to the Buyer, the assignment of its Lease, and the transfer of
the security deposit, if any, and the address to which rent shall be paid after the Closing.
i. Seller shall execute and deliver to Buyer an assignment and assumption
of contracts, tangible personal property and intangible personal property (the Bill of Sale) on
form reasonably acceptable to Buyer.
j. Seller shall execute and deliver to Buyer and Title Company such
additional documents as may be necessary and are customary to carry out the transfer that is the
subject of this Agreement.
k. Buyer shall pay the balance of the Purchase Price to Seller.

The documents referred to in subsections a through i are hereinafter referred to as


the Transfer Documents.
7. Prorations. The prorations shall be as follows:

a. All real taxes and other taxes and other assessments imposed on the
ownership of the Property shall be prorated at Closing. If Closing shall occur before the amount
of any of said taxes or assessments shall have been determined, the apportionment of such
taxes or assessments at Closing shall be made on the basis of the tax rate for the immediately
preceding year applied to the valuation for the year in which Closing occurs if such valuation is
known at the date of Closing. If such valuation is not known, then the apportionment shall be
made on the basis of a fair and reasonable valuation of the Property for the year in which the
Closing occurs. After Closing, at such time when any of said taxes or assessments are capable
of an exact determination, but in any event no later than one (1) year following Closing, the
party having the information permitting the exact determination shall send to the other party a
detailed calculation of the exact determination so made. Within thirty (30) days after both Seller
and Buyer shall have received such written calculation, Seller or Buyer, as the case may be,
shall pay to the other the difference between the actual amount and the estimated amount
upon which the apportionment was made at Closing. All special assessments assessed prior to
the Closing Date shall be paid by Seller at Closing, regardless of whether or not the
Government Authority levying said assessment allows all or any portion of said assessment to
be paid after the Closing Date;
b. Municipal service fees, if any, including but not limited to water and
sewer fees, shall be prorated as of the date of Closing;
c. The cost of real estate transfer taxes shall be paid by Buyer;
d. Seller shall pay the cost of preparing the Deed and clearing title; and
e. All recording fees for the transfer of title, Buyer's Counsel Fees, and
the cost of any title search and title insurance policies shall be paid by Buyer.
f. The Title Company escrow and closing costs shall paid by Buyer.
g. Rents receivable, when, as, and if collected shall be prorated as of the
Closing Date. However, to the extent rents such as additional rent to reimburse landlord
expenses cannot be determined as of the Closing Date, the amount of such rents for the period
ending on the Closing Date, in addition to the aforementioned proration, all accountings
showing the calculations thereof, shall be turned over by the party receiving them to the other
party at Closing. With respect to any rent not collected by Seller prior to closing, including
without limitation any and all landlord expense reimbursements which are billed to tenants
based on actual expenditures that are collected by Buyer after closing shall be allocated and
adjusted between Seller and Buyer, when received, in proportion to the amount that Seller had
the right to collect prior to Closing, prorated as of the Closing Date. Any such rents collected
after Closing shall first be applied to the payment of rents then due and accruing subsequent to
Closing, and, thereafter, to rent that accrued prior to Closing. If and when any such rents that
accrued prior to Closing are collected by Buyer and payable to Seller pursuant to the previous
sentence, Buyer shall promptly pay said rents to Seller, less the costs of collection, including
attorneys fees and court costs, if any. Buyer assumes no liability or responsibility for any rents
accruing prior to Closing. Buyer shall have no obligation to institute any legal action or
otherwise employ any attorney or collection agent with respect to any past due rents. Seller
agrees Seller shall not, after Closing, take any actions to collect rent accruing prior to Closing,
including without limitation the institution of legal actions, without first obtaining Buyers written
consent which may be withheld in Buyers sole and absolute discretion.
h. Utility charges, payable by the owner of the Property, including
without limitation, water, sewer, electric, gas, telephone, trash removal, and garbage
removal shall be prorated as of the Closing Date. The cost of any hookups or service fees
remaining unpaid at the time of Closing shall be paid by Seller. To the extent practicable,
the parties shall cooperate in seeking to obtain a transfer of the utility accounts on the
Closing Date. If any utility accounts are not transferred on the Closing Date, the parties
shall cooperate in arranging for said transfer as soon as practicable after the Closing Date.
Seller shall receive a credit for the amount of any utilities deposits to the extent, if any, they
are transferred to Buyer. If any, utility charges which are paid by a tenant, or which will be
reimbursed to the owner of the Property, which have not been paid prior to Closing by the
tenants will not be prorated at Closing. To the extent Buyer collects same subsequent to
Closing, which apply to the period prior to Closing, the process set forth in Section 7(f)
above with respect to rent and tenant reimbursement for landlord expenses shall govern if
and when Buyer shall pay Seller the same.
i. All charges due after Closing under any and all contracts, including
without limitation any service agreements, for goods and services furnished to the Property to
the extent, if any, that Buyer elects in writing to assume said contracts shall be prorated as of
the Closing Date. Buyer shall have no obligation to assume any of said contracts. If Buyer does
choose to assume any of such contracts, it shall inform Seller of the intended assumption no
later than the expiration of the Due Diligence Period, as hereinafter defined. In the event Buyer
does not assume any contract(s), Seller will terminate said contract(s) by providing notice of
such termination at the expiration of the Due Diligence Period; provided, however, for the
avoidance of doubt, Seller shall not terminate the Lease without first obtaining Buyers written
consent which may be withheld in Buyers sole and absolute discretion. At Closing, Seller and
Buyer shall execute an agreement in which each party indemnifies the other for any claims
arising out of such assumed contracts, which, as to Sellers indemnity, shall be for the period
through the date of Closing and which, as to Buyers indemnity, shall be for the period after
Closing.
j. If any, Buyer shall receive a credit at Closing for the amount of all
impounds and deposits, including without limitation, refundable security deposits, repair
deposits, redecorating deposits and prepaid or estimated common area maintenance fees,
insurance and taxes, paid by a tenant to Seller, to the extent that said impounds and
deposits have not been fully earned prior to Closing.
k. Seller shall assign to Buyer or Buyer shall receive a credit against
the Purchase Price in an amount equal to all tenant security deposits which Seller is
holding pursuant to the Lease which are to be assigned to Buyer at time of Closing
l. If any, the amount of all common area maintenance fees, insurance and
taxes paid by Seller prior to Closing and which are to be reimbursed by the Tenant after
Closing will not be adjusted at Closing. If any amounts owed to Seller by a tenant, and
collected by the Buyer after Closing, the process set forth in Section 7(f) above with respect to
rent and tenant reimbursement for landlord expenses shall govern if and when Buyer shall pay
Seller the same.
m. Calculation of Prorations. For purposes of calculating prorations, Seller
shall be deemed to be in title to the Property, and therefore entitled to the income therefrom
and responsible for the expenses thereof up to and including the day preceding the Closing
Date, and Buyer to be in title to the Property on and after the Closing Date. All prorations shall
be made on the basis of the actual number of days of the year and month that have elapsed as
of the Closing Date.

8. Due Diligence. This Agreement is contingent upon Buyer conducting, within one
hundred twenty (120) days following the full execution and delivery of this Agreement to
complete an analysis of (i) the leases, survey, title and any other documents affecting the
Property, the environmental and physical condition of the Property and the compliance with
applicable laws. Purchaser will have the option to extend due diligence by two additional 30-
day periods as set forth in Section 5 above (the Due Diligence Period). All due diligence shall
be conducted by Buyer at Buyers sole cost and expense.

Seller agrees to cooperate with Buyer and/or Buyers agents and contractors engaged by Buyer
to conduct its due diligence. Seller shall, within five (5) days after the full execution and delivery
date of this Agreement to furnish to Buyer copies of all leases and amendments thereto, surveys,
title reports, and environmental reports or studies (including Phase I and Phase II ESAs and soil
reports), and the Due Diligence documents listed below, if presently within Seller's possession
or control. The Due Diligence Period shall be extended one day for each day the Seller delays
in the delivery of any of such documents to Buyer. Unless Buyer gives notice to Seller in writing
on or before the expiration of the Due Diligence Period, or any extension thereof, it shall be
conclusively presumed that the contingencies have been met or waived by Buyer and the Deposit
shall become nonrefundable but applied to the Purchase Price. Buyer may terminate this
Agreement for any reason and receive a full refund of its Deposit, by giving written notice to the
Seller on or prior to the end of the original Due Diligence Period. The Due Diligence Documents
are the following documents to the extent they are in Sellers possession: (a) current bond and
tax assessment information, tax bills and utility bills for the last two (2) years and the most recent
tax bill due and any other notices which affect the Property, (b) plans and specifications relating
to the Property including but not limited to any civil engineering, architectural, landscaping,
development or other plans in connection with the Property, (c) all geological, seismic and
structural investigations, reports or studies and related correspondence, and any available
engineering or seismic reports, any title reports and surveys of the Property, (d) a copy of any
contracts or agreements affecting the Property, including any leases, reciprocal ingress and
egress agreements and declarations of easements, covenants and restrictions, (e) list of
hazardous materials now or previously used or stored in or about the Property, (f) Zoning
certifications, letters or reports and any other documents relating to the zoning or subdivision of
the Property in Sellers possession, (g) list of any insurance claims made within the last two (2)
years related to the Property, (h) list of personal property to be included in the sale, and (i) copies
of all notices or other correspondence, if any, pertaining to alleged environmental, building code
and/or other violations at or on the Property.

Seller agrees during the Due Diligence Period Buyer may negotiate and enter into a written lease
amendment with the current tenant under the Lease, provided the effectiveness of any such
amendment shall be contingent on the Closing occurring. If requested by Buyer, Seller shall
execute such amendment unless such amendment creates additional material obligations or
material liability for Seller under said Lease.

9. Right of Access. Privilege is given to the Buyer, its agents, representatives or


employees, to enter the Property at any reasonable time, from time to time, to make such
preliminary inspections, test borings and surveys as may be reasonably necessary to permit
inspection of the Land and any improvements on the Property. Buyer agrees to protect, defend,
indemnify and hold Seller harmless from all claims that may be made by any third party against
Seller as a result of Buyer, its agents, representatives or employees entering onto the Property
and shall deliver to Seller evidence of personal injury and property damage insurance
reasonably satisfactory to Seller.

10. Sellers Representations. Seller represents and warrants to Buyer, which


representations and warranties shall survive the Closing that:

a. Seller owns good and marketable title to the Property, subject only
to Permitted Exceptions.
b. Seller is duly organized and validly subsisting with full power to
execute and deliver this Agreement.
c. Seller has obtained all necessary authorizations and consents to enable
it to execute and deliver this Agreement and the Transfer Documents and to consummate the
transaction contemplated hereby.
d. The Property complies with all federal, state and local laws, rules,
regulations, orders and other governmental requirements pertaining to subdivision, the
environment, building, safety and fire standards (collectively, "Legal Requirements'), and all
requisite Permits necessary to own, operate, maintain and use the Property in compliance
with such Legal Requirements have been issued and are in full force and effect. The Property
in its entirety is properly zoned for its present use.
e. There exists full and adequate utility service and vehicular and
pedestrian access to the Property necessary for the ownership, operation, maintenance and
use of the Property.
f. There is no pending, or to Seller's knowledge threatened, litigation,
condemnation or other proceeding affecting the ownership, operation, maintenance or use
of the Property or Seller.
g. During the period between the date hereof and the Closing, Seller
shall not materially default in any respect in the performance of any of the terms, covenants
and conditions to be performed by it relating to the Property, including, as Landlord under
any Lease, nor will it encumber the Property in any manner whatsoever.
h. To the best of Sellers knowledge, the Property does not contain any
asbestos, polychlorinated biphenyls, petroleum or petroleum products (including gasoline, fuel
oil, diesel oil, heating oil, motor oil, lubricating oil and similar substances, and used oil, waste
oil or waste by-products of any of the foregoing), or any solid wastes, hazardous wastes,
hazardous materials, hazardous substances, toxic pollutants or toxic substances which are
defined in, determined or identified as such in any Federal, state or local Legal Requirements
or any judicial or administrative interpretation thereof (collectively, "Hazardous Substances"),
except for cleaning solvents and other materials which may be Hazardous Substances in such
amounts and in such quantities as may be customary in respect of property similar in
construction, use and class to the Property in the municipality in which the Property is located
and which are stored in compliance with legal requirement ("Permitted Substances");
i. To the best of Sellers knowledge, no use, generation, storage, treatment,
disposal, release or threatened release of Hazardous Substances has occurred on or about the
Property, other than Permitted Substances which are used, generated, stored, treated, disposed
of and released in compliance with all applicable Legal Requirements and permits.
j. To the best of Sellers knowledge, there are no underground fuel
storage tanks located on the Property.
k. To the best of Sellers knowledge, there are no civil, criminal or
administrative actions, suits (including suits brought by or on behalf of a citizen or citizens'
group), demands, claims, hearings, investigations or proceedings pending, or to Seller's
knowledge threatened, against Seller or in respect of the Property, nor has Seller received any
notice of violation, demand or other notice from any governmental authority or agency, citizen
or citizens' group relating to the use, generation, storage, treatment, disposal, release or
threatened release of Hazardous Substances on or about the Property.
l. Any Lease that will be furnished to Buyer by Sellers are complete and
accurate, and all are in full force and effect. Except for Seller and tenants holding space under
leases, to Sellers knowledge, there are no adverse or other parties in possession or with a
right of occupancy of the Property or any part thereof.
m. Seller has no employees in connection with the operation of the Property.
n. As of the Closing, no Lease and any rent or other amounts payable
thereunder will have been assigned, pledged, terminated (except in accordance with their
terms) or encumbered by the Seller. From the date hereof until the Closing Date, no Lease will
be amended nor will any space in the Improvements be leased without the prior written
consent of the Buyer, which shall not be unreasonably withheld or delayed.
o. Except as noted in any leases or otherwise disclosed to Buyer in writing:
(1) Any Lease are the result of bona fide, arms-length negotiations
between the parties thereto, and
(2) There are no agreements of any nature with any tenant, whether oral
or written, affecting the Property other than the Lease delivered or to be delivered by Seller to
Buyer and Seller shall not enter into any new agreements that will not terminate prior to
Closing without Buyers written consent which consent may be withheld in Buyers sole and
absolute discretion,
(3) To Sellers knowledge, there are no uncured defaults under the
Lease, and all rent and other charges payable thereunder and now due have been paid in full;
(4) To Sellers knowledge all painting, repairs, alterations and other
work and, to Sellers knowledge, any other material obligation required to be performed by the
landlord under express provisions of each of the Lease (whether written or oral) have been
fully performed and paid for in full or will be fully performed and paid on or before the Closing
Date and to Seller's knowledge there are no materials defects to any heating, cooling,
electrical, appliances or mechanical equipment that landlord is required to repair under the
leases, there are no roof leaks, and all heating, cooling, electrical, appliances, and mechanical
equipment are in working order;
(5) Seller represents to Buyer that all leasing commissions and referral
fees incurred by Seller or which Seller has knowledge of with respect to the present term of
existing tenant lease(s), including renewals or extensions, and past lease terms, have been
paid in full by Seller. Seller acknowledges that Buyer is not assuming any commission
obligations for existing tenants under current or past leasing agreements.
(6) The Lease contain a true and correct accounting of tenant security
deposits; and
(7) No tenant has, as of the date of this Agreement, been granted any
concessions, bonuses, free month's rental, or other matters affecting the rental for such
tenant, except as may be specifically provided in any Lease.
p. Seller has not received written notice of any violation issued by
any governmental authority affecting any portion of the Property.
q. No work has been performed or is in progress by Sellers at, and no
materials have been furnished to, the Property or any portion thereof, which might, to the best
of Sellers' knowledge, give rise to mechanics, contractors or materialmans or other liens
against the Property or any portion thereof. To the extent that any work has been performed,
Seller will obtain lien releases from any contractors or subcontractors that performed work or
provided materials.
r. Seller has not made a general assignment for the benefit of creditors,
filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its
creditors, suffered the appointment of a receiver to take possession of substantially all of its
assets, suffered the attachment or other judicial seizure of substantially all of its assets,
admitted its inability to pay its debts as they come due, or made an offer of settlement,
extension or composition to its creditors generally.

Seller shall certify to and reaffirm the truthfulness of each and every representation at
Closing by written certificate. The representations and warranties set forth in this Section 9
shall survive the Closing for a period of twelve (12) months.

11. Conditions Precedent to Buyers Closing.

a. Contemporaneously herewith, Seller shall provide Buyer with Sellers


most recent title insurance policy and survey. Buyer will use its commercially reasonable
efforts to obtain, within sixty (60) days from the date the Seller signs this Agreement, a
commitment for Title Insurance issued by the Title Company committing to insure the Property
under a standard ALTA policy showing good and marketable fee simple title in the name of
Seller, subject only to the Permitted Exceptions, which have been approved by Buyer, and an
update to the survey. If Buyer is unable to obtain such a commitment within sixty (60) days
from the full execution and delivery date of this Agreement, it shall so notify Seller in writing
and, in Buyers sole discretion, this Agreement may be terminated by Buyer by written
notification within ten (10) days of the receipt of the aforesaid notice.

b. If the title commitment or survey ordered by Buyer discloses any state of


facts and/or matters of record deemed objectionable to Buyer (collectively, Title Objections),
Buyer may, on or before the expiration of the Due Diligence Period, object to such Title
Objections by written notice to Seller (Buyers Objection Notice). Notwithstanding the
foregoing, Seller shall cause to be released at Closing any mortgages encumbering Sellers
interest in the Property, other, and any mechanics or materialmans liens. If Buyer fails to
deliver Buyers Objection Notice, Buyer shall be deemed to have waived its right to object to
any matters set forth in the title commitment and survey. Seller shall have five (5) business
days after receipt of any Buyers Objection Notice to either (x) undertake in writing to have
such Title Objections removed on or before the Closing or (y) notify Buyer in writing of Sellers
election not to have such Title Objections removed on or before the Closing. If Seller shall fail
to send any such undertaking or notice within such five (5) business day period, or if Seller
shall deliver notice of its election not to have such Title Objections removed as aforesaid within
such five (5) business day period, then Buyer shall have the option to (i) accept the title to the
Property subject to such defects with a reduction of the Purchase Price related to the
diminution in value of the Property as the result of such encumbrance, or (ii) terminate this
Agreement by providing written notice to Seller within five (5) business days of the expiration of
the five (5) business day period. In the event of the termination hereof, the Deposit shall be
returned to Buyer, and neither party shall have any further rights or obligations under this
Agreement, other than those expressly stated to survive the Closing or termination of this
Agreement. Any title or survey issues not objected to by Buyer as part of the Buyers Objection
Notice or otherwise that Seller elects not to cure (or if Seller fails to respond, are part of Buyers
Objection Notice) shall be deemed Permitted Exceptions hereunder.

c. Tenant Estoppel Certificates. At Closing, Seller shall deliver to Buyer


letters or certificates from the tenant under the Lease, in a form reasonably satisfactory to
Buyer and dated during the month in which Closing occurs, stating (i) that its Lease is
unmodified and in full force and effect (or, if there have been modifications, that the Lease is
in full force and effect as modified, and stating the modifications), (ii) specifying the date to
which rent, including additional rent and tenant expense contributions have been paid, (iii)
stating whether, to tenant's knowledge, landlord is in default in performance or observance of
its obligations under the Lease, and, if so, specifying each such default, (iv) stating whether,
to tenant's knowledge, any event has occurred which, with the giving of notice or the passage
of time, or both, would constitute a default by landlord under the Lease, and, if so, specifying
each such event, (v) setting forth the amount of any security deposit being held by Landlord,
and (vi) setting forth those other statements that Buyer may reasonably request be included
in said letter or certificate (a Tenant Estoppel Certificate). Buyer shall not be required to
close title hereunder, and shall have the option to terminate this Agreement, if the Tenant
Estoppel Certificate indicates that either Landlord or Tenant is in default under the terms of its
respective Lease.

12. Buyers Default: Should the Buyer default under any of the terms or conditions
of this Agreement, Seller shall have the right, upon written notice to Buyer, to retain the amount
of the Deposit, as liquidated damages and not as punitive damages, in which event all
documents deposited by Buyer shall be immediately returned to Buyer, and all documents
deposited by Seller shall be immediately returned to Seller, and neither party shall have any
further rights or obligations with respect to this Agreement. Buyer acknowledges that, in such
an instance, Seller's damages would be difficult to determine and that Seller may retain the
Deposit as liquidated damages and not as a penalty as Sellers sole and exclusive remedy
hereunder. Notwithstanding, the foregoing shall not be deemed to in any way limit Buyers
obligation to protect, defend, indemnify and hold harmless Seller pursuant to Section 9 above.

13. Sellers Default: Should the Seller violate or fail to perform any of the terms or
conditions of this Agreement, Buyer shall have all remedies at law or in equity to which a
buyer of real property is entitled, and in addition to such rights and remedies, Buyer shall
have the right to terminate this Agreement upon written notice to Seller in which case the
Deposit shall be promptly refunded to Buyer.

14. Condemnation and Casualty.

a. If, prior to Closing, the entire Property is taken by proceedings in


condemnation (or is the subject of a pending or contemplated taking which has not been
consummated), or ingress or egress to the Property is impaired by such taking or pending or
contemplated taking, in Buyers reasonable judgment, this Agreement shall terminate and
Buyer shall have no right to receive any compensation or damages awarded in such
proceedings. Should only a part of the Property be so taken, Buyer shall have the option of
terminating this Agreement or proceeding hereunder as to the balance of the Property, in
which event Seller shall assign to Buyer all damages awarded in such proceedings.

b. If, prior to the Closing, all or any material portion of the Property is
damaged or destroyed by fire or other casualty, Buyer shall have the option to cancel and
rescind this Agreement upon notice to Seller within ten (10) business days after receipt of
written notice from Seller of the event and receive the Deposit and all accrued interest as its
sole remedy. In the event that Buyer does not exercise this option to cancel and rescind this
Agreement, there shall be no adjustment in the Purchase Price (except for a credit equal to the
insurance policy deductible) and Buyer shall be entitled to receive all of the insurance
proceeds.

c. If, prior to the Closing, a non-material portion (for the purposes of this
Article 13 the phrase "material portion" shall mean that the cost to repair the damaged
property is $100,000.00 or more, if Seller does not repair such damage prior to closing, Seller
shall provide Buyer with a credit against the Purchase Price in the amount of the deductible
and assign to Buyer at the Closing any insurance proceeds, provided such insurance
proceeds are sufficient to effectuate the repairs.

15. Termination. If this Agreement is terminated pursuant to Paragraphs 11 or 14,


the parties shall be released from any and all obligations and liabilities and the Deposit, shall
be returned to Buyer.

16. Real Estate Broker Agreements. Seller and Buyer represent and warrant that
there are no effective listing or brokerage agreements in connection with this sale. Seller
and Buyer shall each indemnify, defend and hold the other harmless from the claims of any
other person for payment of a commission, finders fee or other fee resulting from any
services claimed to have been rendered to the indemnifying party in connection with the
sale and purchase of the Property.
17. NOTICES: All notices provided for in this Agreement shall be directed by
registered or certified mail, national overnight carrier delivery or email with proof of
delivery to the parties at the addresses set forth below, or at such other addresses as
the parties shall designate to each other, in writing.

If to Buyer, to: Greenhouse Group, LLC


477 Elm Place
Highland Park, IL 60035
ATTN: Matthew S. Darin, COO
Telephone: DOH
REDACTED
Email: DOH REDACTED

With a copy to: Attn: Danny Kach


Kach Law LLC
222 N. LaSalle, Suite 1550
Chicago, IL 60601
DOH REDACTED

If to Seller, to: Franklin County Area Development Corporation


1900 Wayne Road
Chambersburg, PA 17202
Attention: L. Michael Ross, President
Telephone: DOH
REDACTED
Email: DOH REDACTED

With a copy to: Attn: J.McDowell Sharpe


Sharpe & Sharpe, LLP
257 Lincoln Way East
Chambersburg, PA 17201
DOH REDACTED

18. Governing Law. This Agreement shall be construed, interpreted and governed
under and in accordance with the Laws of the Commonwealth of Pennsylvania without regard
to its conflict of laws provisions.

19. Amendments. This Agreement shall not be amended except in writing executed
by both Seller and Buyer.

20. Assignment. Buyer shall give Seller written notice of any assignment of this
Agreement. Assignment shall be permissible without consent if it is to a wholly-owned entity of
Buyer or Buyers parent company.

21. Zoning Classification. The zoning classification of the Property is heavy


manufacturing.

22. Attorneys Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement, the prevailing party shall be entitled to
have and recover from the losing party reasonable attorneys fees and costs of suit.

23. Cooperation from Seller. The parties mutually acknowledge that Buyer may
need the cooperation of Seller to carry out the provisions of this Agreement, and Seller hereby
agrees to execute such documents and do such things as Buyer may reasonably request to
assist Buyer, but in no event shall Seller be required to incur any expense in connection with
any such request except as expressly set forth herein, unless Buyer agrees to reimburse
Seller for such expense. Seller agrees not to take any action which would tend to result in any
governmental approval or permit being withheld or denied.

24. Entire Agreement/Time. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors, administrators, successors or
assigns. This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all prior written and oral and all contemporaneous oral agreements or
understandings between the parties with respect to the subject matter hereof. No variation of
the terms and conditions of this Agreement shall be effective unless in writing signed by both
parties hereto. This Agreement may be executed in multiple counterparts, taken together,
constituting one and the same instrument. Time is of the essence in the performance of each
party's obligations hereunder. For purposes of this Agreement, business days shall mean
EXHIBITS

A Legal description of Property.


B Title Policy
Exhibit A

Legal Description

ALL THAT CERTAIN real estate situate in the Borough of Chambersburg, County of
Franklin, Commonwealth of Pennsylvania, being more particularly described on the survey mad
by R. Lee Royer & Associates, dated April 22, 1998, designated by File No. 4533-98 (recorded
in Franklin County, Pa., Record Book Volume 288H, Page 752), as follows, to wit:

BEGINNING at an existing concrete monument on the right-of-way of Cree


Street, and the property now or formerly of Galfarm Properties, Inc.; thence
by the property now or formerly of Galfarm Properties, Inc., South 33
degrees 36 minutes 38 seconds East, 446.27 feet to an existing concrete
monument on the right of way of Interstate 81; thence by the right of way of
Interstate 81, South 58 degrees 23 minutes 18 seconds West, 368.32 feet to
an existing post; thence by the same, South 52 degrees 40 minutes 40
seconds West, 50.25 feet to an existing post; thence by the same and
across the Western Maryland Railroad right of way South 55 degrees 31
minutes 34 seconds West, 74.41 feet to a set iron pin; thence along the
property now or formerly of Dermody Owen, LLC and the south side of the
Western Maryland Railroad right of way, North 32 degrees 22 minutes 39
seconds West, 834.13 fee to an existing iron pin; thence by the property now
or formerly of Weis Markets, Inc. and crossing the Western Maryland
Railroad right of way and through an existing iron pin, 60.22 feet, North 57
degrees 16 minutes 34 seconds East, 749.72 feet to an existing iron pin;
thence by the property now or formerly of Roger Beckner, et ux, and now or
formerly of Skat Oil Company through an existing iron pin at 249.91 feet and
along the north side of a United Telephone Company right of way, South 33
degrees 35 minutes 50 seconds East, 299.41 feet to an existing concrete
monument on the right of way of Cree Street; thence by Cree Street and the
United Telephone Company right of way and through an existing iron pin at
80.04 feet, South 56 degrees 24 minutes 36 seconds West, 220.46 fee to an
existing concrete monument; thence by Cree Street on a curve to the left
having a radius of 60.00 feet, length of 256.77 feet, a chord of 101.09 feet
and a chord bearing of South 01 degree 03 minutes 05 seconds East, the
place of BEGINNING.

BEING the same real estate which BW Properties, LLC, by deed dated May 30, 2013,
recorded May 30, 2013, in Franklin County, Pa., as Instrument Number 201312082, conveyed
to Franklin County Area Development Corporation.
Exhibit B

Sellers Title Policy

1. Unrecorded easements, discrepancies or conflicts in boundary lines, shortage in area,


encroachments or other matters which an accurate and complete survey would disclose.

2. Any taxes for the current or fiscal year of the applicable taxing body which may be hereafter
assessed, not yet due and payable.

3. Any and all notes, conditions, restrictions, easements and/or rights of way as shown on
subdivision plan Franklin County, Pa., Deed Book Volume 288A, Page 197; Volume 288G, Page
370; and Volume 288H, Page 752.

4. Right of way to The United Telephone Company of Pennsylvania as recorded in Franklin County,
Pa., Deed Book Volume 1361, Page 201.

5. Right of way to Guilford Township Municipal Authority, as recorded in Franklin County, Pa., Deed
Book Volume 1068, Page 91.

6. Right of way to Columbia Gas Transmission Corporation as recorded in Franklin County, Pa.,
Deed Book Volume 844, Page 458.

7. Rights of ways to South Penn Power Company, as recorded in Franklin County, Pa., Deed Book
Volume 249, Page 306; Volume 290, Page 645; Volume 411, Page 733 and Volume 457, Page
405.

8. Easements, restrictions, conditions, rights of ways and notes, as recorded in Franklin County,
Pa., Deed Book Volume 558, Page 1082.

9. Right of way to Western Maryland Railway Co., as recorded in Franklin County, Pa., Deed Book
Volume 440, Page 458.
DOH REDACTED DOH
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DOH
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DOH REDACTED
Attachment J: Sample Medical Marijuana Product Label
Instructions:
Provide a sample label for each medical marijuana product you expect to produce
Complete this cover sheet. Scan this sheet and the sample labels and save it as a PDF file called
Attachment J, using the appropriate file name format

Business Name, as it appears on the applicants certificate of incorporation, charter, bylaws,


partnership agreement or other official documents: AES Compassionate Care LLC

Trade names and DBA (doing business as) names:

Principal Business Address: 33 North LaSalle Street, Suite 3200


City: Chicago State: Illinois Zip Code: 60602
Phone: DOH Fax: Email:
REDACTED DOH REDACTED


Attachment L: Applicant Priorities for Multiple Applications

Instructions:
This attachment is for applicants who are submitting multiple medical marijuana organization
permit applications. Use this attachment to indicate your priorities for which medical marijuana
regions or counties you prefer for issuance of a permit. Not providing Attachment L as part of your
medical marijuana organization permit application indicates that you have no preference
If you submit this form more than once, the last form the Department receives will represent your
prioritization. This form cannot be submitted without being part of an application
If you elect to submit this attachment, please scan the completed form and save it as a PDF file
called Attachment L, using the appropriate file name format

Business Name, as it appears on the applicants certificate of incorporation, charter, bylaws,


partnership agreement or other official documents: AES Compassionate Care LLC

Trade names and DBA (doing business as) names:

Principal Business Address: 33 North LaSalle Street, Suite 3200


City: Chicago State: Illinois Zip Code: 60602
Phone: DOH Fax: Email:
REDACTED DOH REDACTED

A. Priorities for Multiple Grower/Processor Permit Applications


Please check one of the following:
The applicant would like to make the Department aware of the applicants
priorities as listed below
The applicant has no preference regarding medical marijuana regions

MEDICAL MARIJUANA PRIORITY (If you intend to submit a permit


REGION application for more than one medical marijuana
region, please rank your preferred region from 1-6,
with 1 being the highest ranking)
1- Southeast Priority __
2- Northeast Priority __
3- Southcentral Priority _1_
4- Northcentral Priority _2_
5- Southwest Priority __
6- Northwest Priority __


B. Priorities for Multiple Dispensary Permit Applications

Please check one of the following:


The applicant would like to make the Department aware of the applicants
priorities as listed below
The applicant has no preference regarding county

MEDICAL MARIJUANA For each region for which you plan


REGION to submit multiple applications,
please indicate the counties in order
of priority, with 1 being the highest
1- Southeast __Berks
__Bucks
__Chester
_1_Delaware
__Lancaster
_2_Montgomery
__Philadelphia
2- Northeast __Lackawanna
__Lehigh
__Luzerne
__Northampton
3- Southcentral __Blair
__Cumberland
__Dauphin
__York
4- Northcentral __Centre
__Lycoming
5- Southwest __Allegheny
__Butler
__Washington
__Westmoreland
6- Northwest __Erie
__McKean


Capital Requirement Documents

1. Deposit Account Balance Summary (Chase)


2. Commitment Letter (PCCW Investments LLC to AES Compassionate Care LLC)
3. Commitment Letter (GB Portfolio Investments, LLC to PCCW Investments LLC)
4. Commitment Letter (Mitchell Kahn to PCCW Investments LLC)
5. Commitment Letter (Matthew Darin to PCCW Investments LLC)
6. Personal Financial Statement (Marc Gordon)
7. Personal Financial Statement (David Brown)
8. Personal Financial Statement (Mitchell Kahn)
9. Personal Financial Statement (Matthew Darin)
Deposit Account Balance Summary (Chase)
DOH REDACTED

DOH REDACTED
DOH REDACTED
Commitment Letter (PCCW Investments LLC to AES Compassionate Care LLC)
Commitment Letter (GB Portfolio Investments, LLC to PCCW Investments LLC)
Commitment Letter (Mitchell Kahn to PCCW Investments LLC)
Commitment Letter (Matthew Darin to PCCW Investments LLC)
Personal Financial Statement (Marc Gordon)
Personal Financial Statement (David Brown)
Personal Financial Statement (Mitchell Kahn)
Personal Financial Statement (Matthew Darin)
EMPLOYEE QUALIFICATIONS, DESCRIPTION OF DUTIES
AND TRAINING CONTINUED

A. Please provide a description of the duties, responsibilities, and roles of each Principal,
Financial Backer, Operator and Employee.
B. Please describe the employee qualifications of each principal and employee.
OPERATIONAL TIMETABLE CONTINUED