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BreakwaterATCApplication

BreakwaterATCApplication

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Awarded application submitted to the NJ Department of Health and Human Services by BREAKWATER ALTERNATIVE TREATMENT CTR as part of a public RFA. This application was awarded one of the first six medical marijuana growing and distribution sites.
Awarded application submitted to the NJ Department of Health and Human Services by BREAKWATER ALTERNATIVE TREATMENT CTR as part of a public RFA. This application was awarded one of the first six medical marijuana growing and distribution sites.

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Breakwater Alternative Treatment Center Application for the Operation of a Medicinal Marijuana Alternative Treatment Center In the Central

Region of New Jersey

Breakwater Alternative Treatment Center, Corp. (BATC) is comprised of an accomplished and seasoned team of highly skilled professionals, respected by their peers who are seeking approval to operate a state-of-the-art Alternative Treatment Center. Although the Medicinal Marijuana Industry is still a very young industry, we know that with one common vision and purpose this diverse team of specialists will take BATC and the industry as a whole to, until now, unexplored heights. BATC will set the benchmark for treatment centers not only in the State of New Jersey but for other states and other companies in our nation. Our relationship will not be one of mere licensing authority/applicant. Rather, we envision a true partnership with the New Jersey Department of Health and Senior Services wherein each partner can learn from the other and contribute equally to the success of the treatment center for the benefit of its patients, its surrounding neighbors and the citizens of New Jersey at large. Our Management Team includes: An Attorney and business owner of a multi-million dollar institutional pharmaceutical company employing over 80 employees. An Attorney and former owner of a medical waste service business. A Doctor of Horticulture, with a background in community medical research ethics, who holds a PhD degree in agricultural sciences. He runs Good Tree Farm an award winning Community Supported Agriculture (CSA) in the town of New Egypt. Our Medical Advisory Board includes: An Attorney and former mayor of Manalapan. A Registered Pharmacist with expertise in the pharmacology of medical marijuana who will expertly counsel ATC patients and their caregivers. A Registered Nurse specializing in births. This proven team of health experts is well equipped to effectively satisfy the needs of all patients in the medical marijuana program as well as excel in our compliance obligations. They will conduct regular clinical trials and closely monitor patient outcomes and share this critically important with NJDHSS. We have developed a strong relationship with the Towns of Manalapan and New Egypt and have their full support.

Mission Statement

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The mission of Breakwater Alternative Treatment Center (BATC) is to create a safe, compassionate, comfortable and controlled environment where qualifying patients can receive laboratory-tested medical cannabis at a reasonable price. Objectives To promote a “hands on” approach to treatment and wellness. To protect and care for patients, employees and the earth by using environmentally responsible "green" technologies and techniques. To be a leader in the medical cannabis industry as a sustainable, organic growing company providing the highest quality, toxin-free and safest medicine. To offer assistance programs in order to ensure equal access to treatment and care for all qualifying patients regardless of ability to pay. To collaborate with the State of New Jersey, community leaders, CMMNJ, medical professionals, patients and their families to develop innovative and caring programs, services and support plans to care for qualifying patients. To establish strategic alliances with other non-profit organizations to protect patient rights to access and appropriate treatment, advocate for responsible public policy, and facilitate fundraising efforts. To pursue grant opportunities from government agencies, foundations and corporations in order to expand programs that provide qualifying patients with access to treatment and care. Breakwater Alternative Treatment Center will fully and completely comply with all of the requirements and standards set forth herein. We will rely on the experience and expertise of all of our patients, team members, board of directors, real estate professionals, public and government relation professionals, consultants, attorneys and medical advisory board. We will work closely with the New Jersey Department of Health and Senior Services (NJDHSS) to ensure full initial compliance and to monitor and correct any issues that may arise in the future. We believe our application fulfills the requirements of the Medical Marijuana Program Rules and Regulations and lays a strong foundation for operation of an Alternative Treatment Center in this central region of New Jersey.

PREPARED BY:

BREAKWATER ALTERNATIVE TREATMENT CENTER, CORP.

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Criterion 1: Submission of Required Information Regarding Applicant & Facility [MANDATORY REQUIREMENTS] Measure 1: The applicant shall provide the proposed legal name and the following documents applicable to the applicant’s legal status. Supporting documents should be included as Appendix A.

Proposed Legal Name: Breakwater Alternative Treatment Center Corp. Certificate and Articles of Incorporation and By-Laws for corporations See Appendix A-1 “Articles of Incorporation” Organizing documents for associations See Appendix A-2 “By-Laws” Evidence of nonprofit status See Appendix A-3 “Nonprofit Status” Certificate of good standing issued by the New Jersey Secretary of State See Appendix A-4 “Certificate of Good Standing”

Measure 2:

The applicant shall provide the proposed physical address(es) of the ATC, if a precise address has been determined. Supporting documents should be included as Appendix B.

For each proposed physical address, the applicant shall provide legally binding evidence of site control (e.g., deed, lease, option, etc.) sufficient to enable the applicant to have use and possession of the subject property including, but not limited to, length of term of use and possession. If the applicant intends to cultivate medicinal marijuana at one physical address and dispense it at another, both facilities shall be located within the same region as defined in N.J.A.C. 8:64-1.2. If a precise address has not been determined, the applicant shall identify the general location(s) where the facilities would be sited, and when.

BATC has been working diligently with real estate agents and land owners, leasing agents and attorneys to secure properly zoned and municipally approved facilities in the Central Region of New Jersey that meet the criteria outlined in the Rules and Regulations Related to the Medicinal Marijuana Program issued by the New Jersey Department of Health and Senior Services.

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Due to the efforts involved in securing and cultivating a medical marijuana crop and because the functions of distributing and cultivating are so different, Breakwater has decided to split the operation into two (2) distinct locations within the Central Region. Cultivation Site – The cultivation site is a Fifty-Five (55) acre active organic farm (Good Tree Farm) located at 82 Jacobstown Road, New Egypt, NJ 08533 situated within the Central Region. See Appendix B-1 “Initial Commitment Letter- Cultivation Site” (Attached) Site Control – The owner of the Cultivation site is an organic consultant to Breakwater and has extended an option to lease portions of the site for the operation which shall be formalized upon receipt of the operations license. Cultivation site selection is of particular strategic importance as time is needed to bring the production part of the operation on-line to ensure adequate supply. The Dispensary site location shall be finalized while the cultivation site moves forward within two (2) months of award of license. Dispensary Site (ATC) – BATC intends to operate a convenient and accessible dispensary in order to serve the qualified patient population of New Jersey and will establish its dispensary location as expeditiously as possible (30 days) following approval. The dispensary will be opened as soon as it is ready for occupancy and well before the first harvest of useable marijuana is available. We intend on opening the dispensary or a temporary office at least five months (prior to August) prior to dispensing medical marijuana in order to register patients and caregivers as well as educate patients and the public. Proposed location is in an existing office building. While the present applicable laws provide for only two Alternative Treatment Center’s in Central New Jersey, BATC is confident that the public can be best served by locating its Alternative Treatment Center in this area of the state. Dispensary Address: 400 Madison Avenue Manalapan, NJ 07726

Site Control –The Dispensary site location shall be finalized while the cultivation site moves forward within two (2) months of award of license. See Appendix B-2 “Initial Commitment Letter- Dispensary” & Appendix B-3 “Dispensary Real Estate Letter" (Attached) BATC has several other potential dispensary site options, which are all located within the Central Region in Monmouth County (towns include Manalapan, Freehold, Wall Township and Morganville). The final determination regarding the dispensary location will be made upon the issuance of a permit and after consultations with the NJDHSS, if so advised. In the event that two permits are awarded in Central Jersey and BATC is granted a permit, we are willing to consult with the NJDHSS regarding the location of our dispensary in order to prevent the clustering of dispensaries in two areas. We have also identified dispensary sites and are currently engaging with officials from the Cities of Freehold, Neptune and New Brunswick. Having made the business decision to choose to separate the dispensary from the cultivation site leaves BATC in the unique position to be more flexible with their dispensary location. If NJDHSS does not find another qualified candidate, BATC would be willing and able to handle both ATC licenses or have the ability to open a second dispensary in Central Jersey using one cultivation site. Breakwater Alternative Treatment Center p.4 of 210

BATC recognizes the important responsibility of providing high quality medical cannabis to qualifying patients in New Jersey through its licensed dispensary location. BATC has consulted and will continue to work with the provider community, pain management specialists, the Coalition for Medical Marijuana - New Jersey (CMMNJ), the New Jersey Pharmacists Association (NJPHA), and health/wellness providers in order to design a facility and services that meet the needs of New Jersey’s medical marijuana patient population. Upon approval of its application, BATC will work to quickly establish its dispensary location in a convenient and accessible location in the state as set forth above. BATC is open to additional guidance from the New Jersey Department of Health and Senior Services regarding appropriate distribution methods and advertising/promotion. For instance, with guidance from the Department of Health and Senior Services, BATC would like to provide a transportation service (to and from) for those patients who are immobile or otherwise unable to visit its dispensary location. In the event that the demand increases for medical marijuana, we will continuously maintain our financial ability and resources to meet any increase in demand. We have identified an optimal location for a cultivation site and will secure a lease within three to five days after receiving an approved permit. Measure 3: The applicant shall provide evidence of compliance with the local zoning laws for each address or proposed location for an ATC. If the current zoning is not appropriate for a given address or location, identify any required zoning variance(s) and the applicant’s actions taken to date to obtain such approval(s) and/or variance(s). Supporting documents should be included as Appendix C.

Breakwater Alternative Treatment Center (BATC) is working with the municipal zoning boards in the proposed cultivation and dispensary communities to ensure compliance with all zoning regulations, local codes and ordinances. Our New Jersey real estate attorneys are prepared to submit timely applications for any additional building permits (if needed) that are in full compliance with all zoning rules and regulations. Municipal (Zoning officials) and state officials have assured that BATC’s proposed cultivation site will fall under agriculture zoning laws and will not require zoning variances. Cultivation Site - The site is zoned RA5 – Rural Agricultural as is the adjoining farm to the west in Burlington County. Please See Appendix C - Zoning Map & Aerial Map. The cultivatable portions of the site front Jacobstown Road to the north, an active farm to the west (Burlington County), a Utility Line easement to the South where the eastern part of the site is undeveloped woods. Mayor Dancer has visited the Good Tree Farm organic operation and is supportive of the farm and we are in communication regarding medical marijuana being added to the Farm’s list of crops. Since the cultivation site conforms to current zoning laws and is in a rural part of town and more than 3,000 feet from any school we do not anticipate any problems with the site. But we are conscious of the perceived nature of the operation and will endeavor to address any concerns the Township may have. Dispensary Location (ATC) The Breakwater strategic plan was such that only sites that met all zoning ordinances would be considered. That would include distance to schools and not located in a drug-free zone. As most Township ordinances do not specifically address the production of medical marijuana, detailed Breakwater Alternative Treatment Center p.5 of 210

follow-up meetings with elected officials, zoning officers and the police will be necessary to garner their input into successfully rolling out the operation. During a recent teleconference with the Mayor of Manalapan, Andrew Lucas, concerning locating the dispensary in Manalapan, Mr. Lucas had no objection to the project and thanked us for the heads up on the application. BATC has also spoken with one of the committeemen who indicated that she was fully supportive of the idea. BATC next step is to meet with the zoning officer of Manalapan for a review meeting in the next week. At this meeting we’ll determine if the proposed use is conforming to zoning laws or if variances need to be obtained for such a use.

Measure 4:

The applicant shall provide evidence that all of the physical addresses and proposed locations provided in response to Measure 2 are not located within a drug-free school zone. The applicant shall provide the distance to the closest school from the ATC. Supporting documents should be included as Appendix D.

Cultivation Site Great care was taken throughout the site selection process to avoid school areas. The Cultivation site is more than 3,000 feet from the closest school. See Appendix D-1 “Cultivation MapProximity to School” Dispensary (ATC) BATC’s proposed dispensary location at 400 Madison Avenue, Manalapan is more than 4,800 feet from the Kiddie Academy Child Care Learning Center. BATC affirms that once the specific Alternative Treatment Center facility location is determined it will not be located within 1000 feet of a preexisting public or private school or in a drug free zone. BATC will work with its New Jersey-based attorneys, exclusive NJ dispensary real estate agent (Glen Jaffe), public affairs consultants and office/medical building owners to ensure its facilities are not located within 1000 feet of the property line of a preexisting public or private school. Please see Appendix D-2 “Dispensary Map- Proximity to School”. Measure 5: The applicant shall provide a legible map or maps of the ATC service areas by Zip Code to be served by the ATC. Supporting documents should be included as Appendix E.

Based on approximately a 20-mile radius around our dispensary location 400 Madison Avenue, Manalapan located in the Central Region of New Jersey we have. We decided that most patients will drive at least 30-45 minutes to our dispensary and within the 19-mile radius there are 513,870 patients (based on 2008 estimates) in 93 zip codes. Below is a map showing the zip codes within a 19-mile radius from the dispensary and a list of the zip codes to be served by BATC.

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07701 Red Bank, NJ, 07702 Shrewsbury, NJ 07719 Belmar, NJ 07721 Cliffwood, NJ 07724 Eatontown, NJ 07726 Englishtown, NJ 07728 Freehold, NJ 07730 Hazlet, NJ 07733 Holmdel, NJ 07735 Keyport, NJ 07746 Marlboro, NJ 07747 Matawan, NJ 07751 Morganville, NJ 07753 Neptune, NJ 08501 Allentown, NJ 08510 Millstone Township, NJ 08512 Cranbury, NJ 08514 Cream Ridge, NJ 08520 Hightstown, NJ 08526 Imlaystown, NJ 08528 Kingston, NJ 08533 New Egypt, NJ 08536 Plainsboro, NJ 08540 Princeton, NJ 08550 West Windsor, NJ 08553 Rocky Hill, NJ 08561 Windsor, NJ 08562 Wrightstown, NJ 08619 Trenton, NJ 08620 Trenton, NJ 08648 Lawrence Twnship, NJ08650 Trenton, NJ 08691 Trenton, NJ 08701 Lakewood, NJ 08724 Brick, NJ 08733 Lakehurst, NJ 08810 Dayton, NJ 08816 East Brunswick, NJ 08823 Franklin Park, NJ 08824 Kendall Park, NJ 08831 Monroe Township, NJ 08832 Keasbey, NJ 08850 Milltown, NJ 08852 Monmouth Junction, NJ 08859 Parlin, NJ 08872 Sayreville, NJ 08879 South Amboy, NJ 08882 South River, NJ 08899 Edison, NJ 08901 New Brunswick, NJ 08904 Highland Park, NJ 07710 Adelphia, NJ (point) Breakwater Alternative Treatment Center

07712 Asbury Park, NJ 07722 Colts Neck, NJ 07727 Farmingdale, NJ, 07731 Howell, NJ 07738 Lincroft, NJ 07748 Middletown, NJ 07763 Tennent, NJ 08511 Cookstown, NJ 08515 Chesterfield, NJ 08527 Jackson, NJ 08535 Millstone Twnship, NJ 08542 Princeton, NJ 08555 Roosevelt, NJ 08610 Trenton, NJ 08629 Trenton, NJ 08690 Trenton, NJ 08720 Allenwood, NJ 08755 Toms River, NJ 08817 Edison, NJ 08828 Helmetta, NJ 08837 Edison, NJ 08857 Old Bridge, NJ 08873 Somerset, NJ 08884 Spotswood, NJ 08902 North Brunswick, NJ 07765 Wickatunk, NJ (point) p.7 of 210

07799 Eatontown, NJ (point) 08544 Princeton, NJ (point) 08862 Perth Amboy, NJ 08905 New Brunswick, NJ 08933 New Brunswick, NJ

08541 Princeton, NJ (point) 08818 Edison, NJ (point) 08871 Sayreville, NJ (point) 08906 New Brunswick, NJ (point) 08988 New Brunswick, NJ

08543 Princeton, NJ (point) 08855 Piscataway, NJ (point) 08903 New Brunswick, NJ 08922 New Brunswick, NJ 08989 New Brunswick, NJ

BATC intends to operate its dispensary in a location that is accessible by the maximum number of patients and caregivers. The precise location will be selected after weighing current market conditions and ease of accessibility by auto and public transportation alike. The location will be carefully selected to serve the major population centers of New Jersey. The dispensary will be handicapped accessible and be located in close proximity to public transportation routes to ensure access for all qualifying patients. And for those patients who are immobile and cannot visit our dispensary, BATC intends to work with the NJDHSS, on a case-by-case basis, to determine if secure alternative dispensing methods for medical marijuana products are possible. Our Alternative Treatment Center will be located in the City of Manalapan and will be easily accessible by the citizens living in the two largest counties in the Central Region of New Jersey, Middlesex (2009, 790,738) and Monmouth (2009, 644,105). New Jersey’s largest municipalities based on population. Public transportation as well as major highways (I-95, Garden State Parkway and I-195) and other major routes (Route 9, 18 and 33) will provide convenient access to BATC's Alternative Treatment Center. The Alternative Treatment Center hopes to be located close to a convenient NJ TRANSIT train and/or bus route. The location of major hospitals and cancer treatment centers: Raritan Bay Medical Center-Old Bridge Division (13 miles) Centra State & Bayshore Community Hospital (18 miles) Robert Wood Johnson University & Meridian Health Middletown (16 miles) Riverview Medical Center (23 miles) Healthsouth Rehabilitation Hospital (25 miles) As well as commercial commerce areas and other medical districts have and will continue to be taken into consideration when determining a precise location. Consultations with local municipal officials are also of paramount importance. Local opposition, if any, is another factor that will influence the selection of the site for the Alternative Treatment Center. Our determination in this regard will be made within a month after the awarding of our permit and after consulting with the NJDHSS if it so desires. In order to properly service the maximum number of patients we are considering providing our own transportation for those patients that are otherwise unable to come to our dispensary on their own. Measure 6: The applicant shall provide the role, qualifications, name, address and date of birth of each staff member and the role, name, percentage interest, address and date of birth of each principal, officer, board member or partner of the ATC. In the event that an individual has not yet been identified, a statement of required qualifications and position description shall be included as Appendix F.

Directors of Breakwater Alternative Treatment Center Corp. **Please note the changes to our board of directors after incorporation of BATC. Breakwater Alternative Treatment Center p.8 of 210

1. Richard S. Lefkowitz – owning 50% Board Member & Chief Executive Officer (CEO) 1500 Allaire Avenue, Ocean, NJ 07712 DOB – 7/15/1959 Richard Lefkowitz is an attorney and experienced entrepreneur. Mr. Lefkowitz received a law degree from Rutgers University School of Law-Camden. Richard has operated his law practice “Lefkowitz & Edelstein” for the past 20 years with offices throughout the United States. Mr. Lefkowitz specializes in transactional and contract law and maintains a diverse client base. Mr. Lefkowitz was also a founding member of Stonebridge Pharmacy Corp. an institutional pharmacy providing prescription pharmaceuticals, including controlled substances, to thousands of patients in nursing homes and long term care facilities throughout the Northeastern United States. Under Mr. Lefkowitz’s guidance, this industrial pharmacy grew from a fledgling business with a hand full of employees into a large supplier of prescription medication with over 80 employees and $10 million in annual revenue. Always aware of the needs of others, Mr. Lefkowitz was instrumental in installing a program for patients with financial difficulties establishing a company policy of providing either free or discounted pharmaceuticals to certain patients, who lacked the financial ability to pay. Additionally, Mr. Lefkowitz continues to be active in numerous philanthropic endeavors. Recently, he has served on the board of the Chemotherapy Foundation. In the past, he has played an active role in charitable organizations such as “Heather on Earth”, the United Jewish Appeal, the Make a Wish Foundation, the Ryan White Foundation. With a broad base of hands-on business experience and a working knowledge of the law, Mr. Lefkowitz contribution to BATC is invaluable. 2. H. Alexander Zaleski, ESQ. (Alex) – owning 50% Board Member & Chief Operating Officer (COO) 26 Lakeview Drive, Marlboro, NJ 07746 DOB - 7/13/1947 Henry Alexander Zaleski (Alex) is a 1969 graduate of Fordham College, School of Business Administration in New York City and Suffolk University School of Law in Boston, Massachusetts. He was admitted to the Bar in 1975. In 1972 he started a construction business specializing in build to suit single-family home construction and renovation, including luxury homes. As an adjunct to this business he also began acquiring vacant parcels to facilitate the home construction business. Eventually, his business expanded into the Caribbean. In 2002 he was introduced to the Arxx insulated concrete form construction technique and has employed this construction method to build reinforced concrete structures. He has also constructed non-Arxx, concrete only structures. As the owner of this business he has at all times personally directed all aspects of the business. At the same time he began the construction business be began acquiring rental homes and has directed all aspects Breakwater Alternative Treatment Center p.9 of 210

of that business as well. Finally, he has owned and managed commercial rental property with insurance companies and retail computer stores as tenants. In 1987 he co-founded Gull Environmental Systems, a medical and hazardous waste transportation company. The company was licensed by The State of New York (Department of Environmental Conservation) and operated in Nassau and Suffolk counties. The company serviced hospitals, doctors, dentists, dermatologists, podiatrists, veterinary clinics, chiropractors, sports centers and nursing homes in a region with a population of 2.8 million people. At various times, the waste was transported by locked cargo trucks to Pennsylvania, New York City and Connecticut for disposal. When not in use the trucks remained locked in a secure parking facility. In more than 20 years of operation, the company was never cited for any violations of the strict rules and regulations imposed on medical and hazardous waste transporters. These combined business experiences, spanning decades, makes Alex very well qualified to run a medical marijuana Alternative Treatment Center and grow facility. **See full experience running a Business in Criterion 2, Measure 3. 3. Dr. Hisham Moharram, PhD Board Member & Chief Cultivator 82 Jacobstown Road, New Egypt, NJ DOB – 12/8/1961 The founder and CEO of Good Tree Farm of New Egypt, LLC, is Dr. Hisham Moharram. Prior to establishing the farm, Dr. Moharram was engaged in research in the area of Plant Natural Products, and medicinal plants in particular. Dr. Moharram’s formal education is summarized in the attached resume. The business concept of the farm has among its cornerstones the following concepts; producing food locally, organically and sustainably (based on food security being a critical component of national security), retailing at affordable prices (to widen accessibility of fresh and wholesome food to broader segments of society, especially seniors on fixed incomes), making fuller use of the value potential of plants by utilizing value-added processing (functional foods), strengthening local economies (by hiring locally and spending and purchasing locally), and facilitating employment opportunities for local residents willing to work hard and uphold ‘best production practices’ (to guarantee food safety for all our customers). We also facilitate access to our farm fresh food for the poor and needy via our business focused ‘charitable sponsorship’ program. Please view Dr. Moharram’s Company website: www.goodtreefarm.com Please see Appendix F for Full CV 4. Ross Basen Board Member 113 Stratford Dr, Freehold, NJ DOB – 4/27/1965 Ross Basen brings more than a dozen years of fundraising experience to IFDS and he is happy to share his knowledge with the Non-Profit community. A graduate of the University of Pittsburgh Breakwater Alternative Treatment Center p.10 of 210

with a BA in Political Science, Ross worked in the financial services field prior to becoming a fundraising professional. It was his commitment to helping others which led him to the NonProfit arena. Ross has successfully raised funds for several universities - NJIT in Newark, NJ and Georgian Court University in Lakewood, NJ - as well as for the Jewish Federation of Central NJ and the American Red Cross. As a sales person, Ross understands the value and importance of networking as well as establishing and maintaining relationships. "Financial development is a relationship business you need to be willing to take the time to get to know your donors and make them feel comfortable with your organization but most importantly, with you." Ross is a Charter Member of the Freehold Area Kiwanis Club, as well as a member of its board of trustees. He is also a member of the board for the Friends of Camp Sprout Lake, Verbank, NY and the VP for Programming for the AFP NJ Southern Chapter. A firm believer in continuing education, Ross has held the designation of Certified Fundraising Professional (CFRE) since 2005 and will complete his studies for an MS in NonProfit Management and Philanthropy from Bay Path College, Long Meadow, MA in May 2011. Please view Mr. Basen’s Company website: www.raisemoredollars.com Please see Appendix F for Full CV 5. Victor Coppola Board Member & Environmental Planner / Land Use Consultant 2105 Princeton Court, Allenwood, NJ 08720 DOB – 3/27/1964 Mr. Coppola’s diverse environmental and strategic planning background offers a unique perspective of existing and potential environmental and planning issues that affect land related projects, corporate social responsibility & environmental. Mr. Coppola is the founder and Managing Member of GreenWorks Environmental, LLC (GWE) a Land Use, Environmental Science and Green Design / Build firm that offers complete eco-friendly / sustainability consulting services to developers of commercial, industrial and residential projects; private clients; governmental agencies; allied professionals; business owners and individuals targeted for environmental violations. Please view Mr. Coppola’s Company website: www.greenworksllc.com Please see Appendix F for Full CV 6. Joseph Bender, Horticulturist (Joe) Senior Cultivator 604 Granite Street #201-1 Frisco, CO 80443 DOB – 2/16/1985

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Joe has received a Bachelor of Horticulture Science from the University of Florida, Gainesville and an Associate of Arts (Horticulture Science) from Valencia Community College, Central Florida. His coursework has included Entomology*, Plant Pathology*, Advanced Organic and Sustainable Crop Production*, Horticultural Crop Production, Soils*, Plant Propagation*, World Herbs and Vegetables, Micro propagation of Horticultural Crops*, Field Techniques in Integrated Pest Management*, Horticultural Physiology I and II, Nutrition of Horticultural Crops*, Genetics, Fruit Crop Production, and Safety in Agriculture* (Asterisk denotes the course had a laboratory section). Joe brings 8 years of extensive horticultural and consulting experience to BATC. He has toured many greenhouse growing facilities, plant growth chamber labs, and outdoor horticultural sites with the University of Florida and Valencia Community College. Joe has spent countless hours of hands on laboratory experience at UF (refer to coursework list) and in the field. 7. Amy Klauber, ESQ. Board Member & Legal Counsel 1500 Allaire Avenue Ocean, NJ 07712 DOB – 3/31/1965 Amy is a board member who will oversee all legal aspects of the Alternative Treatment Center to make sure the company is in compliance with non-profit status and other related fiscal matters. Amy is a Partner in her own general practice firm with offices in New York and New Jersey, concentrating primarily on various aspects of civil law. Please see Appendix F for Full CV Measure 7: Disqualifying Drug Offenses: In considering any application for an ATC permit, an applicant must disclose and the Department shall consider, at a minimum, the following factors in reviewing the qualifications of those persons applying:

Whether the applicant or any staff member, principal, officer, board member or partner has been convicted under any Federal, state or local laws, relating to drug samples, wholesale or retail distribution, or distribution of a controlled substance; Whether the applicant or any staff member, principal, officer, board member or partner has been convicted of a felony under any Federal, state or local laws; The past experience in the manufacturing or distribution of drugs or controlled substances by the applicant or any staff member, principal, officer, board member or partner; Whether the applicant or any staff member, principal, officer, board member or partner has ever furnished false or fraudulent material in any application concerning drug manufacturing or distribution; Whether the applicant is in compliance with any previously granted professional health license or registration, if any; and Any other factors the Department might consider relevant.

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Breakwater Alternative Treatment Center and all staff members, principals, officers and board members have never been convicted under any Federal, state or local laws, relating to drug samples, wholesale or retail distribution, or distribution of a controlled substance. Breakwater Alternative Treatment Center and all staff members, principals, officers and board members have never been convicted of a felony under any Federal, state or local laws. 1. Richard S. Lefkowitz, Maureen Ivers, Victor Coppola have past experience in the legal distribution of drugs or controlled substances through owning Stonebridge Pharmacy Corp. an institutional pharmacy, Johnson & Johnson, the largest NJ based pharmaceutical company Merck & Co, Inc. Breakwater Alternative Treatment Center and all staff members, principals, officers and board members have never furnished false or fraudulent material in any application concerning drug distribution. Some staff members, principals, officers and board members are in compliance with a previously granted professional health license or registration.

Measure 8: None Measure 9:

The applicant shall provide the identities of all its creditors, if any.

The applicant shall provide a list of all persons or business entities having direct or indirect authority over the management or policies of the ATC.

Direct Management Oversight: 1. Richard Lefkowitz Board Member & CEO *See experience running a Business in Criterion 2, Measure 3. 2. H. Alexander Zaleski (Alex) Board Member & COO Alex will have direct management control over Breakwater Alternative Treatment Center. *See experience running a Business in Criterion 2, Measure 3. 3. Dr. Hisham Moharram, PhD Board Member & Chief Cultivator *See experience running a Business in Criterion 2, Measure 3. Please see also Appendix F for Full CV

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Indirect Management (Consulting) Oversight: 1. Bluemark Asset Management Corp. Website: www.bluemarkassetmanagement.com Originally formed in 1999 with the objective of developing a strategic “hands-on” financial services company that significantly enhanced the value of selected media, life science, health, medical and technology companies. BlueMark typically operated as a lead investor and provided strategic services and financial services to a select number of these companies. Today, the vision remains very much the same. With an expanded infrastructure, we have added expertise, new strategic partners and enhanced investor services. The operational component of the company continues to be strategic in nature – providing the essential services that add substantial value to each company. We directly support our companies in the areas of operations, structure, planning, finance and distribution. BlueMark’s consulting team for BATC consists of Andrew Zaleski and Ashif Jiwa. Andrew Zaleski received his Bachelors Degree in Finance at Stetson University, Deland, Florida. He is a consultant to private investors, proposing and facilitating real estate and businesses investment opportunities in healthcare and other industries. Over the years, Andrew has consulted on many levels (operations, structure, planning, finance, marketing and distribution) for companies including but not limited to Stonebridge Pharmaceutical, Gull Environmental Systems, Altitude Organic Medicine (medical marijuana cultivation & dispensary), Locman Watches, E. Lee Martin Inc. (Estate Jewelry wholesaler) and Charter Logic. Andrew has a strong interest and belief in the licensed and regulated medical marijuana industry and is an integral part of the team pursuing BATC’s Alternative Treatment Center permit. He possesses significant knowledge and research experience in the industry and has established an ongoing dialogue and relationships with patients and potential patients, physicians and other care providers, owners of dispensaries in other states, advocates and organizations in support of the medical marijuana industry including, but not limited to: American Academy of Cannabinoid Medicine (AACM), Full Spectrum Labs (FSL)- Robert Winnicki & Associates, Legislators and policy-makers on the state and federal level, Leading Medical Marijuana cultivators in the industry across the country, Authors/sponsors of medical marijuana draft legislation and various directors, Law Enforcement Against Prohibition (LEAP), Coalition for Medical Marijuana - New Jersey (CMMNJ) and various directors from Americans for Safe Access (ASA). Andrew attended the 6th Annual Cannabis Convention hosted in Rhode Island and continues to attend major industry conferences and conventions to keep abreast of key legislative reforms and innovations in the industry. He has worked at Altitude Organic Medicine's cultivation site in Denver, Colorado and has also consulted with operators of numerous other cultivation companies and dispensaries. Andrew has spent countless hours auditing dispensaries in other states to observe firsthand the diverse spectrum of business practices. His in-depth knowledge of the medical marijuana industry combined with his business experience qualifies him to be an effective consultant for BATC. Ashif Jiwa possesses a very broad range of business experience and will act as a consultant to Breakwater Alternative Treatment Center. Please see Appendix F for Full CV Breakwater Alternative Treatment Center p.14 of 210

2. Rimol Greenhouses Systems Website: www.rimolgreenhouses.com BATC has been developed their greenhouse plans with the help of John Wells from Rimol Greenhouses. Together with his expert knowledge in greenhouse design planning, horticulture and having worked on sophisticated medical marijuana greenhouse designs, Mr. Wells has been a great asset to BATC’s greenhouse design team to develop State-of-the-Art greenhouses. Please see Appendix F for Full CV 3. Sheldon Gross Realty, Inc. BATC secured the services of Glenn Jaffe of Sheldon Gross Realty, a New Jersey based Real Estate Brokerage Company to assist in finding a dispensary location. Mr. Jaffe has identified over five dispensary locations with approximately 2,000 square feet in prime office/medical buildings and will work to secure the lease for the dispensary facility. After reviewing our business plan with the medical office owners Glen has received great feedback. Some owners have even written letters of approval to operate such a facility in their medical office buildings and others are very interested in continuing discussions. 4. ADT BATC has been developed both of their security plans with the help of ADT’s professionals. They have worked closely with the local experts who specialties include has a vast knowledge in retail pharmaceutical security and safety measures. The team has worked on projects such as CVS, Walgreens, etc. retail pharmacies. When deciding on what division to work with concerning the cultivation site BATC was directed to the Biochemical’s Division to develop a security and safety measures for such a site. Working with experts responsible for high tech and very secure industry security has produced the approach to the cultivation site that sets the bar. 5. Joan E. Zaleski (CFP) BATC has secured the services of a certified financial planner to assist in analyzing our financial status, identifying opportunities for greater efficiency, developing, coordinating and implementing cost-effective strategies and monitoring our progress in meeting our business and financial goals. Please see Appendix F for Full CV 6. Steven Mueller Mr. Mueller has established himself as a highly respected entrepreneur and expert in the Medical Marijuana manufacturing and dispensary industry. His company, Altitude Organic Medicine, owns and operates cultivation and dispensary facilities in Colorado. Steve is a consultant to BATC in the areas of operations and employee training/management. 8. Certified Information Systems Security Professional (CISSP) Due to restrictions related to his current employment, this individual is unable to participate as a formal member of BHCC at this time. This individual is currently employed by Fidelity Investments, one of the global leaders in the financial services industry. He has been employed by Fidelity for 16 years, the last 12 of which Breakwater Alternative Treatment Center p.15 of 210

have been in various roles within information technology. From 2005 to the present he has been supporting information security programs. In that capacity, he has been tasked with multiple responsibilities that are core to the operation of a medical marijuana facility. He has managed awareness and training on corporate policies on such topics as IT controls, handling of customer information, use of company systems and devices, and corporate ethics. He has also managing vendor relationships. This has included such work as reviewing contracts in conjunction with Fidelity’s legal department to guarantee that these agreements provide them with the ability to audit 3rd party facilities and technology infrastructure. The execution of these 3rd party reviews has provided him with experience that translates directly to the requirements of running a compassion center. He must be familiar with physical and IT security controls for data centers containing information on trillions of dollars in assets. This comprises such diverse subjects as fence height, surveillance camera spacing, biometric access controls, climate control systems, utilities management, network security, hiring practices, background checks, internal policies, internal training programs, employee oversight programs, information technology infrastructure and development processes, and too many more to list here. In 2008, he became a Certified Information Systems Security Professional (CISSP), the gold standard certification for information security professionals. The CISSP is formally approved by the US Department of Defense for both their Information Assurance Technical and Managerial (IAT, IAM) categories. It has also been adopted as a baseline for the US National Security Agency's Information Systems Security Engineer Program (ISSEP).

7. Accountant BATC has secured the services of a Certified Public Accountant to advise the company on fiscal matters, maintain the financial books of the business and prepare tax returns and related documents.

Measure 10:

The applicant shall provide a list of all persons or business entities having an indirect interest in the ATC. An indirect interest includes an interest in the land or building where the ATC will be sited.

Ownership Breakdown There are no other interested parties except those set forth in this application. Richard S. Lefkowitz, ESQ is the CEO owning 50% and H. Alexander Zaleski, ESQ is the COO owning 50% of Breakwater Alternative Treatment Center Corp. that presently does not own any land or buildings. Measure 11: The applicant shall include the required application cover sheet and attestation statement signed by its chief executive officer or other individual authorized to make legally binding commitments on its behalf.

The cover sheet has been signed by Richard S. Lefkowitz, the Chief Executive Officer (CEO) and has been provided on the first page of this application. Breakwater Alternative Treatment Center p.16 of 210

Criterion 2: Submission of Required ATC Operational Information [TOTAL WEIGHTED REQUIREMENT UP TO 80 POINTS] Measure 1: The applicant shall provide a draft operations manual and training plan which demonstrates compliance with Subchapter 9 of N.J.A.C. 8:64, the Rules Related to the Medicinal Marijuana Program and which addresses ATC General Administration Requirements for Organization and Recordkeeping. Supporting documents should be included as Appendix G. [WEIGHTED REQUIREMENT up to 40 points]

PLEASE NOTE: ALL OF “APPENDIX G” INCLUDED BELOW IN PAGES 65-143 MUST BE READ. PLEASE REFER TO “APPENDIX G” FOR ALL ANSWERS TO CRITERION 2, MEASURE 1. THE FOLLOWING IS PRESENTED AS A GUIDE AND IS NOT LIMITED TO THE STATED SECTION FOR EACH. “APPENDIX G” HAS FULLY ANSWERED THE BELOW MINIMUM REQUIREMENTS AND IN SOME CASES MULTIPLE SECTIONS COMPLETE EACH ANSWER. 8:64-9.1 Alternative treatment centers policies, procedures and records. (a) Each alternative treatment center shall develop, implement and maintain on the premises an operations manual that addresses, at a minimum, the following: 1. Procedures for the oversight of the alternative treatment center; Section 8 2. Procedures for safely growing and dispensing medicinal marijuana: Section 9, 10, 11, 13, & 15 3. Procedures to ensure accurate recordkeeping, including inventory protocols to ensure that quantities cultivated do not suggest redistribution; Section 9, 10, 11, 13 & 14 4. Employee security policies; Section 13.4 5. Safety and security procedures, including a disaster plan with procedures to be followed in case of fire or other emergencies; Section 13 6. Personal safety and crime prevention techniques; Section 3.15, 3.18, 13 & 13.8 (in particular) 7. The alternative treatment center’s alcohol, smoke and drug-free workplace policies; and Section 4.6, 12.7 & 12.8 8. A description of the ATC’s: i. Hours of operation and after hour contact information; Section 8.1 ii. Fee schedule and availability of sliding fee scales based on income; Section 9.7

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iii. Expectations of onsite personnel in maintaining confidentiality and privacy of the operations and clients of the ATC; Section 9.6 iv. Criteria for involuntary disenrollment from the ATC’s list of qualifying patients pursuant to unacceptable behavior and appeal process; and Section 9.8 v. Registered qualifying patient’s assumption of risk in complying with ATC registration policies. Section 9.8 (b) The permit holder shall ensure that the operating manual of the alternative treatment center is available for inspection by the Department, upon request. Section 1, Introduction Measure 2: The applicant shall provide a description of how the ATC will operate on a longterm basis as a not-for-profit entity and a business plan that includes, at a minimum, the following: [WEIGHTED REQUIREMENT up to up to 35 points]

I. The applicant shall provide a detailed description about the amount and source of the equity and debt commitment for the proposed ATC. a. The immediate and long-term financial feasibility of the proposed financing plan; b. The relative availability of funds for capital and operating needs; and c. The applicant’s financial capability. II. The applicant shall provide a copy of its proposed policy regarding charity care/servicing indigent patients. III. The applicant shall provide a copy of its proposed policy related to disposal of returned or unusable marijuana. IV. The applicant shall complete the following projected income statements for the first three (3) years of operation. Round all amounts to the nearest dollar. PLEASE SEE THE “BUSINESS PLAN” SECTION WITH OF THIS APPLICATION. Measure 3: The applicant shall document its experience running a not-for-profit organization or other business(es). [WEIGHTED REQUIREMENT up to 5 Points]

1. Dr. Hisham Moharram, PhD The founder and CEO of Good Tree Farm of New Egypt, LLC, is Dr. Hisham Moharram. Prior to establishing the farm, Dr. Moharram was engaged in research in the area of Plant Natural Breakwater Alternative Treatment Center p.18 of 210

Products, and medicinal plants in particular. Dr. Moharram’s formal education is summarized in the attached resume. The business concept of the farm has among its cornerstones the following concepts; producing food locally, organically and sustainably (based on food security being a critical component of national security), retailing at affordable prices (to widen accessibility of fresh and wholesome food to broader segments of society, especially seniors on fixed incomes), making fuller use of the value potential of plants by utilizing value-added processing (functional foods), strengthening local economies (by hiring locally and spending and purchasing locally), and facilitating employment opportunities for local residents willing to work hard and uphold ‘best production practices’ (to guarantee food safety for all our customers). We also facilitate access to our farm fresh food for the poor and needy via our business focused ‘charitable sponsorship’ program. Additional information can be found on our website, www.goodtreefarms.com Please see Appendix F for Full CV 2. Richard S. Lefkowitz, ESQ Richard Lefkowitz is an attorney and experienced entrepreneur. Mr. Lefkowitz received a law degree from Rutgers University School of Law-Camden. Richard has operated his law practice “Lefkowitz & Edelstein” for the past 20 years with offices throughout the United States. Mr. Lefkowitz specializes in transactional and contract law and maintains a diverse client base. Mr. Lefkowitz was also a founding member of Stonebridge Pharmacy Corp. an institutional pharmacy providing prescription pharmaceuticals, including controlled substances, to thousands of patients in nursing homes and long term care facilities throughout the Northeastern United States. Under Mr. Lefkowitz’s guidance, this industrial pharmacy grew from a fledgling business with a hand full of employees into a large supplier of prescription medication with over 80 employees and $10 million in annual revenue. Always aware of the needs of others, Mr. Lefkowitz was instrumental in installing a program for patients with financial difficulties establishing a company policy providing either free and discounted pharmaceuticals to certain patients, who lacked the financial ability to pay. Additionally, Mr. Lefkowitz continues to be active in numerous philanthropic endeavors. Recently, he has served on the board of the Chemotherapy Foundation. In the past, he has played an active role in charitable organizations such as “Heather on Earth”, the United Jewish Appeal, the Make a Wish Foundation, the Ryan White Foundation. With a broad base of hands-on business experience and a working knowledge of the law, Mr. Lefkowitz contribution to BATC is invaluable. 3. H. Alexander Zaleski, ESQ. (COO) Specializing in Operations & Medical Transport/Delivery H. Alexander Zaleski (Alex) is a 1969 graduate of Fordham College, School of Business Administration in New York City and Suffolk University School of Law in Boston, Massachusetts. He was admitted to the Bar in 1975. In 1972 he started a construction business specializing in build to suit single-family home construction and renovation, including luxury homes. As an adjunct to this business he also began acquiring vacant parcels to facilitate the home construction business. Eventually, his Breakwater Alternative Treatment Center p.19 of 210

business expanded into the Caribbean. In 2002 he was introduced to the Arxx insulated concrete form construction technique and has employed this construction method to build reinforced concrete structures. He has also constructed non-Arxx, concrete only structures. As the owner of this business he has at all times personally directed all aspects of the business. At the same time he began the construction business be began acquiring rental homes and has directed all aspects of that business as well. Finally, he has owned and managed commercial rental property with insurance companies and retail computer stores as tenants. In 1987 he co-founded Gull Environmental Systems, a medical and hazardous waste transportation company. The company was licensed by The State of New York (Department of Environmental Conservation) and operated in Nassau and Suffolk counties. The company serviced hospitals, doctors, dentists, dermatologists, podiatrists, veterinary clinics, chiropractors, sports centers and nursing homes in a region with a population of 2.8 million people. At various times, the waste was transported by locked cargo trucks to Pennsylvania, New York City and Connecticut for disposal. When not in use the trucks remained locked in a secure parking facility. In more than 20 years of operation, the company was never cited for any violations of the strict rules and regulations imposed on medical and hazardous waste transporters. 1. Experience transporting hazardous chemicals, medical waste and expired pharmaceutical drugs has prepared BATC for the proper distribution of medical marijuana. The transportation of hazardous chemicals and medical waste requires detailed documentation and constant supervision. The company prepared transportation manifests for the customer (generator) documenting the exact nature and amount of the materials received for disposal. A copy was given to the generator at the time of the pickup. Gull Environmental Systems (the transporter) retained a copy, as did the disposal facility. A final copy was mailed back to the generator by the disposal facility to certify the proper receipt and disposal of the material. This demonstrates familiarity with strict record keeping practices as well as experience in developing detailed procedures for transporting controlled materials, which BATC will implement in its business practices in operating a Alternative Treatment Center and grow facility. 2. Management of medical and hazardous waste pickups and disposal. Gull operated as an on-demand (customer call in) and regularly scheduled pickup and disposal services company. This business model accommodated both customers with sporadic needs and those that required routine service on a defined schedule. Adapting to customer needs is an important aspect of operating a medical marijuana dispensary as well. We will design the capacity of the grow facility to provide for patients that visit our Alternative Treatment Centers on a regular basis as well as for those whose medical marijuana needs are more sporadic. Over time we will be able to gauge the amount of Medical Marijuana to have on hand to adequately provide for all BATC patients and no more than that amount. We will strive to have the least amount of product at our dispensary location as possible in order to maximize product control and minimize security issues. 3. Hiring capable employees Gull’s hiring process focused on recruiting retired state troopers whenever possible to serve as our transportation staff. There were two major factors behind this decision. First, state troopers are very familiar with paperwork and the necessity of clarity and accuracy in record keeping. Also, due to their familiarity with shift work we were able to provide service 24 Breakwater Alternative Treatment Center p.20 of 210

hours a day as the need arose. Alex Zaleski’s employment by the Suffolk County District Attorney (New York) and several New York State Supreme Court Justices also provided him with an opportunity to work very closely with state troopers. Their professionalism and trustworthiness make them excellent employees for businesses dealing with controlled or regulated materials that require secure transport security and accountability. Breakwater Alternative Treatment Center will recruit and hire its drivers and other employees from a pool of retired New Jersey State Troopers. By hiring retired state troopers BATC will send a clear message to other employees and the public at large that we take our security measures and compliance with New Jersey state laws seriously. We will perform (utilizing an independent outside agency) full and exhaustive background checks. All employees hired by Breakwater Alternative Treatment Center must pass drug testing administered by an independent third party provider. The third party provider hired by us will subject all workers to employment and credit history scrutiny. Only individuals with a superior employment and credit history record will be considered for employment. Hiring retired law enforcement officers assures us that each employee has already undergone a thorough background check. We value our employees and consider them to be long-term assets. We will compensate our employees commensurate with their professionalism to insure that they remain loyal and highly satisfied members of our team. 4. Computer systems and business software experience Computers were utilized in all phases of the construction business, including building plan design, property management business and the land acquisition business. Gull utilized computers and business software systems in all aspects of its hazardous waste transportation business. This included the preparation of manifests, annual reports to the state, billing, inventory control, invoice payments, receipts, bank deposits and preparation of reports for the accountant, among other documents. BATC has used this familiarity and experience to assess and select the appropriate computing solutions and business management software for its business operations regarding the Alternative Treatment Center and grow facility. 5. Security

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Criterion 3: Community Input -Describe the ATC planning process and involvement of community stakeholders in detail. Describe remaining steps if any to receive necessary approval for site location or operations. [TOTAL WEIGHTED REQUIREMENTS up to 30 Points] Measure 1: Input from the city(s) or town(s) where the applicant’s ATC would be located. [WEIGHTED REQUIREMENT up to 15 Points]

The Breakwater strategic plan was such that only sites that met all zoning ordinances would be considered. That would include distance to schools, agricultural operations, medical clinics and such. As most Township ordinances do not specifically address the production of medical Breakwater Alternative Treatment Center p.22 of 210

marijuana, detailed follow-up meetings with elected officials, zoning officers and the police will be necessary to garner their input into successfully rolling out the operation. Cultivation Site – New Egypt has a deep-rooted rural farming culture that is supported by their long-standing mayor & assemblyman (Ron Dancer). We have introduced the concept of organic cultivation of medical marijuana to his personal assistant (Trudy) where a follow-up meeting is pending. The owner of the cultivation site (Hisham Moharram) has an excellent rapport with the Mayor and is confident that the project will be supported. Dispensary (ATC) – During a recent teleconference with the Mayor of Manalapan, Andrew Lucas, concerning locating the dispensary in Manalapan, Mr. Lucas had no objection to the project and thanked us for the heads up on the application. BATC has also spoken with one of the committeemen who indicated that she was fully supportive of the idea. We also have pending teleconferences or a meeting scheduled with another committeeman who is the retired state police officer to discuss our security measures for the project. BATC next step is to meet with the zoning officer of Manalapan for a review meeting in the next week. At this meeting we’ll determine if the proposed use is conforming to zoning laws or if variances need to be obtained for such a use. Measure 2: Input from the general public regarding the suitability of the applicant and the general standards for location(s) such as, distance from a school, daycare center or other child-oriented location; distance from a commercial shopping district, pharmacy; etc. [WEIGHTED REQUIREMENT up to 15 Points]

Due to the nature of the medical marijuana product, we anticipate numerous meetings will be held with the general public. A casual Town Hall format will be used where all residents within 200 feet of the selected site will be contacted as well as the general public and surrounding towns via public notices. This Town Hall meeting schedule will commence after award of the operator’s license and with the support and feedback of the township. BATC felt this type of strategy enabled the Townships to be a part of the process and offer their input. These Town Hall meetings (there will be several) will be educational in nature introducing the residents to the concept of medical marijuana, the security measures that have been slated for the project and the types of patients that will be treated (at a minimum). There will most likely be feedback from the public, which will be documented and addressed accordingly to satisfy their concerns and make for a well-received operation once the Dispensary opens.

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Criterion 4: Dispensary specific considerations [TOTAL WEIGHTED REQUIREMENT up to 90 points] PLEASE NOTE: “APPENDIX G: OPERATIONS MANUAL” (INCLUDED BELOW IN PAGES 65-143) HAS BEEN REFERED TO FOR CRITERION 4. PLEASE REFER TO “APPENDIX G” FOR SPECIFIC SECTIONS WHICH HELP TO FULLY ANSWER ALL MEASURES FOR CRITERION 4. Measure 1: The applicant shall provide a plan for inventory, record keeping and security which shows an understanding of the types of records that shall be considered confidential health care information under New Jersey law and are intended to be deemed protected health care information for purposes of the Federal Health Insurance Portability and Accountability Act of 1996, as amended [HIPAA]. [WEIGHTED REQUIREMENT up to 10 Points]

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PLEASE REFER TO SECTION 9, 10, 11, 13, & 14 OF “APPENDIX G: OPERATIONS MANUAL” TO FULLY ANSWER MEASURE 1. Record Keeping and Security BATC will fully comply with healthcare patient record privacy standards by never releasing any sensitive patient data (SPD) that could lead to the identification of an individual patient to an entity unless it is required by law (i.e. State Department of Health audit), or has received prior approval from the patient (family member, physician, etc.). BATC believes one of the biggest deficiencies in the industry is a lack of relevant, comprehensive information about the actual operation of a Medical Marijuana business. BATC intends to address this deficiency by integrating all aspects of business operations under a single, user-friendly computer management system. BATC has researched a number of companies in the industry that have designed software systems exclusively for the medical marijuana industry and found only one that has a reliable and technologically forward-thinking HIPAA compliant POS (Point Of Sale) system that meets our high standards. BATC believes this system provides requisite tools necessary to control security issues, employee records and the confidentiality requirements of patient records the business demands. BATC will provide a unified and biometrically secure HIPAA (Federal Health Insurance Portability and Accountability Act of 1996) compliant registry of Medical Marijuana patients. Patients will enroll at BATC’s Compassion Center after receiving their approved Medical Marijuana Patient application from the New Jersey Department of Health. BATC will comply with the confidentiality record keeping requirements for health care information under New Jersey law. BATC will encourage its patients to voluntarily sign up to participate in New Jersey’s Statewide Health Information Exchange Program. BATC will follow international standards-based best practices in the securing of sensitive patient data (SPD). The BATC network will utilize a layered defense to protect SPD. SPD is defined as those data elements protected under HIPAA, PCI, and state and federal privacy laws. Information systems containing SPD will be physically and logically segregated from POS systems and BATC web site infrastructure. Internal and external firewalls and a DMZ will protect the internal network from external attacks against the web site. Access to data will be managed through the use of job roles. These job roles define specific access privileges for each position within the BATC organization based upon the requirements of the job function. For example, staff supporting POS activity will have access to billing data, patient purchase history, and medicine inventory levels but will be unable to view aggregate sales figures or production facilities data. Board of director members will have access to aggregated financial information and management reports on the operation of the dispensary and production facilities but will not be allowed to view individual patient lists or have visibility into SPD. Logical access to SPD on the BATC managed systems will also be limited to those employees who require this information to complete their job function. All access (both physical and systems) to SPD will be logged and monitored on a regular schedule. Access control lists mapped to job role definitions combined with real-time alerts will ensure immediate notification of management and security should there be an unauthorized attempt to access SPD. BATC will have a compliance/risk officer responsible for maintaining the job role definitions, provisioning access based upon the job roles, providing oversight of monitoring reports, and managing employee compliance with company policies.

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The compliance/risk officer will also be responsible for creating and maintaining all BATC policies on employee behavior, workplace environment, BATC ethics, patient interactions, technology controls, Business Contingency Planning (BCP), and Disaster Recovery (DR) procedures. Awareness and training will be developed for all internal employees to educate them on their roles and responsibilities. These programs will cover such topics as electronic communications and usage of BATC equipment, workplace environment behavior, information protection, and patient interactions. The BATC focus on the patient will be a common thread linking all training programs. The BCP and DR procedures will play a key role in BATC operations as they will allow for the continued service of the patient base should a major business challenge occur (natural disaster, pandemic, power outage, etc.). BCP and DR procedures will be tested annually to guarantee that BATC staff understand their roles. This also provides an opportunity to validate that the plan steps are still appropriate. The hardware supporting BATC operations will remain in a locked office with access limited to BATC management whose job role requires this privilege. Video surveillance will be put in place for the office entrance, with the recordings being handled in the same manner as those described in the physical security component of this application. A local area network will be established to connect the POS system to the web site. This will allow patients and employees the ability to view custom information related to their BATC interactions. These systems will contain BATC patient identifiers for authentication purposes and general data on the patient’s prior interactions, but will not contain those elements designated as sensitive patient data. Patients can consent to exposing more of their personal information to BATC staff if they so desire by completing and signing a request form. This will allow BATC to provide customized interactions and enhanced support to patients based upon their personal preferences.

Patient Management The objective of BATC’s patient management module is to provide fast and accurate patient check-in and to track key indicators and paperwork required for legal operation. Features of this module include: a. Patient record to include a photo of the patient and/or scan of their driver's license. b. Driver's/NJ medical marijuana patient license swipe to pull up patient record. c. Support for bar-coded membership cards (scanning the bar code will bring up the patient record). d. Upload of scanned images of patient paperwork and ID (Identification card) and NJ Medical Marijuana card attached to the patient record. e. Purchase history will be tied to the patient record and accessible with one click. f. Tracking of key information such as NJ Medical Marijuana card expiration date or incomplete paperwork and visually warning staff of particular patient concerns/issues/rewards as soon as patient record is pulled up.

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g. Once checked in, the front desk can send the patient's record to the pharmacy technician’s computer, eliminating any need for the pharmacy technician to re-verify the ID card. h. In addition to the information already discussed BATC will also store in its database the patient’s phone numbers, email and mailing address, physician name and phone number, medical marijuana card number, birth date, designated caregiver status, diagnosis information and symptoms, preferred contact method, permission to text, phone, or email, notes regarding effects and preferred cultivars, maximum amount allowed for dispensing on a given day, and status fields to indicate if all paperwork is complete and in the system.

Measure 2:

The applicant shall submit a description of its proposed program for providing counseling and educational materials regarding methods of administration and research studies on health effects of medicinal marijuana to registered qualifying patients and their registered primary caregivers. The applicant shall submit a description of its historical relationship with clinical or research activities, if present. [WEIGHTED REQUIREMENT up to 20 Points]

PLEASE REFER TO SECTION 15 OF “APPENDIX G: OPERATIONS MANUAL” TO FULLY ANSWER MEASURE 2. BATC will provide each registered qualifying patient and their registered primary caregivers with a variety of source material regarding the various methods of ingestion (vaporizer, smoking, eating, tincture, tea and marijuana compress) of medical marijuana accompanied by validated research studies on the health effects of each. These materials may include a take home DVD, printed information and brochures as well as direct training and consultation from BATC staff. The DVD will also be available for viewing on site. BATC will compile a list of outside individuals and entities that will provide similar instruction and will offer counseling on these topics by psychologists if the patient requests it during our registration questioning. All opinions regarding health side effects of ingesting medical marijuana will be presented so that the patient can make an informed decision. A comprehensive listing of web sites covering these topics will be made available to patients and caregivers alike. Each patient will be presented with a BATC informational brochure, which will detail the various ingestion options, safe smoking techniques and all potential side effects for the medical cannabis products available at the Alternative Treatment Center. In addition to the brochure our Alternative Treatment Center employees will provide all requested information in detail and answer any other questions the patient or caregiver may have. We will also work with the Department of Health and Senior Services to provide a list of Frequently Asked Questions concerning the Medical Marijuana Program. Each new registered qualifying patient who visits our Alternative Treatment Center will be provided with the Department of Health and Senior Services’ "Frequently Asked Questions" document, which explains the limitations on the right to use marijuana in the State of New Jersey. Computer stations will be available for patient and caregiver use to conduct their own online research. BATC will provide a list of suggested websites and online videos to assist in their initial research. Key search topics, such as, marijuana side effects, marijuana long term side Breakwater Alternative Treatment Center p.27 of 210

effects, marijuana overdose, marijuana effects, marijuana addiction, marijuana facts, marijuana long term effects and marijuana physical side effects will be suggested as starting points for obtaining additional information. These search topics will be updated on a regular basis and any important new research results will be immediately provided to patients and caregivers. Breakwater Alternative Treatment Center will take pride in the care provided to patients. Educating on the safest methods of ingestion is a key component in making a patient comfortable and providing the most effective means of obtaining the optimum results for pain management and the treatment of other conditions. BATC will offer multiple methods and product options for the ingestion of medical cannabis. Please see the following pages “Using Your Medicine” Bracketed numbers (ex. [1]) refers to “References” listed at the end of this section Using Your Medicine (Educational Materials) The federal government classifies cannabis as a schedule 1 drug; a classification that implies that cannabis has no legitimate medical use. This classification should be changed because cannabis is recommended by a multitude of physicians for the treatment of many medical conditions. Furthermore THC (the primary active compound in cannabis) is FDA approved and is called dronabinol [6]. Dronabinol is marketed using the trade name Marinol [6]. There are many methods of using cannabis for the treatment of medical conditions. The following information is intended to inform medical cannabis patients about the various options available to them. Please note: The only form options that BATC offers currently are flower/bud form, lozenges and topical formulations. We understand the present Laws of the Medical Marijuana Program are restricted to three forms, the following is provided for educational purposes only. Smoking Cannabis Smoking is popular among patients for several reasons: 1. Rapid onset: Smoking delivers active compounds quickly into the bloodstream and to receptor sites via the lungs [4]. 2. Simplicity: Compared to other dosage methods, smoking cannabis is simple, requiring very little preparation time. Before smoking cannabis, the patient must simply separate the buds into individual flowers and remove any stems [2]. Doing so ensures an even burn and less need for flame application (less unwanted fumes=better-tasting, more healthful smoke). To make this easy, use a handheld herb grinder or a pair of scissors and a shot glass [2]. 3. Easy dosage determination: smoked cannabis is effective almost immediately, allowing the user to titrate the dose one puff at a time. This allows the user to get just the right dose by gradually increasing the dose until effective [7]. Methods of smoking a. Joint: (a.k.a. “marijuana cigarette” or “reefer”) Convenience of joints is key, as joints burn for multiple puffs worth of cannabis after only being lit once and are easily transportable [2]. Joints also taste pleasant to most patients, and they don’t require breakable, expensive, or conspicuous equipment [2]. A huge plus is efficient delivery of cannabinoids [3]. This is perhaps due to a joint’s lack of a filter or long piping before the mouth, to which sticky cannabinoids adhere easily, reducing the amount of medicine that actually reaches the patient’s body [3]. It is a skill to roll a good joint, however, novices uninterested in learning Breakwater Alternative Treatment Center p.28 of 210

how to do so should buy a joint-rolling machine or pre-rolled joints [2]. Before rolling a joint, the patient should break the bud(s) into small, uniform pieces about the size of the individual bud flowers or slightly smaller [2]. Stems should be removed from the flowers to avoid foul, acrid smoke and possible holes poked in the rolling paper [2]. To roll a joint, practice, practice, practice...or ask an expert at BATC for help. Some joint smokers prefer unbleached rolling papers, hemp rolling papers, or clear, cellulose-based papers, which may taste better and contain fewer impurities than traditional, bleached-white rolling papers. **Patients should note that, while still remarkably safe, joints are one of the less-healthful methods of dosage because they burn paper and glue along with cannabis, exposing users to impurities not presented by some other alternative dosage methods [2]. Another downside is waste: Some smoke is inevitably lost between inhalations, and there is usually leftover cannabis in the “roach”, or the small, undesirable leftover part of a burned joint [2]. However, joints’ efficient delivery of cannabinoids—relative to other smoking methods— may compensate for such waste [3]. b. Pipes: Pipes are an easy way to smoke cannabis, and can be broken down into two basic categories: 1) Dry “Hand” pipes, and 2) Waterpipes [2]. c. Hand Pipes: These come in a (possibly overwhelming) variety of shapes, sizes, and materials, but the basic mechanics are universal. To smoke a cannabis pipe: 1. Pack prepared buds into the bowl 2. Hold a flame directly over the medicine while simultaneously inhaling through the mouthpiece [2]. 3. Waterpipes: Mechanically, these are nearly identical to hand pipes, but use a chamber of water to filter and cool the smoke before it is inhaled [2]. There are two main types: bongs and bubblers, classified by either a large or a small filling chamber, respectively, in which the smoke collects. The main proven advantage over dry pipes or joints is comfort; smoke is cooled and free of hot ashes and particles [3]. *BEWARE: large “hits” of smoke will cause light-headedness and an inclination to blacking out, and waterpipes make accidentally taking a bigger-than-expected hit a possibility. Waterpipes are supposed by many smokers to be a safer alternative to dry pipes or joints because the water filters tar out of the smoke [2]. Unfortunately, as one test points out, water filtration removes THC and other desirable active compounds more so than tar [3]. This means “in order to obtain the same effective dose of THC, a smoker would end up taking in at least 30% more tars from a waterpipe than from an unfiltered joint” [2]. However, water filtration may remove water-soluble toxic gases such as carbon monoxide, which is linked to heart disease, and aldehydes, which promote cancer [3], so more research is required to determine whether waterpipes are beneficial or counterproductive [2]. **A problem with all pipe smoking is that you must suck on one side of the pipe, pulling air and, along with the flame—lighter fluid fumes—over the cannabis, through the pipe, and into your lungs to light the cannabis on fire. Grind your bud to minimize the need for a starting flame. To avoid lighter fluid fumes, some patients light their pipe with an organic, beeswaxcovered hemp wick, or a magnifying glass under bright sunlight. First time smoking? Use discretion, BATC's cannabis is highly potent! Don’t be alarmed though; this is good news for the patient because it allows him or her to burn less plant material to get an effective dose than with lower-potency cannabis [3,2]. This also means that, if the patient is new to smoking, it may only take one substantial inhalation to get an effective dose. Start with a small hit. Inhale deeply, exhale immediately (it is a myth that holding in the smoke will be more effective), and WAIT for several minutes to feel the effects of the hit before taking the next so as to minimize the dose [4]. Breakwater Alternative Treatment Center p.29 of 210

In summary, if a patient wants the quickest relief possible (easy preparation, plus onset in seconds [4]), and understands and accepts the possible risks inherent to smoking his or her medicine, a pipe is the utensil of choice. Our growing process and drying process are designed to prevent problems associated with fungi that would affect the safety of our medicine. Buds will be inspected upon trimming and after drying for the presence of mold, and samples from every batch will be sent to a laboratory for testing. Vaporization Breakwater Alternative Treatment Center highly recommends this method to all patients. Good vaporizers allow patients quick-onset relief and oral satisfaction similar to smoking without the health risks associated with smoke [1]. They do this by delicately heating the cannabis to the point that THC and other therapeutic substances change physical form, becoming gaseous [1]. The gas, or vapor, is then inhaled like smoke. The process leaves behind dry, slightly browned buds that, rather than having gone up in smoke, simply lack richness in medicinal compounds [2]. Studies show vaporizers significantly reduce carcinogens (cancer-causing agents), carbon monoxide (linked to cardiovascular disease), and tar [1,2,3].

Lozenges Lozenges are made in several ways. One way is to use edible gum such as Tragacanth or Acacia to make a basic mucilage. Then we mix in a dried form of medicinal marijuana butter solution, milk solution, oil solution or one of the three tincture solutions into the mucilage to make a paste [2,4,8]. When the paste has cooled slightly, we cut the paste into various size lozenges depending on dose. When it dries it is ready to be packaged and then stored in an airtight container. We will offer sugar-free or unrefined brown sugar forms. [8] They are absorbed through the mucus membranes of the mouth, and take effect in five to ten minutes [2,4]. Tinctures Cannabis can be administered orally using cannabis tinctures [2]. Cannabis tinctures have a long history of medical use in the United States [5]. As early as the 1850's American physicians prescribed tincture of cannabis with successful results [5]. There are three types of cannabis tinctures, made using alcohol and/or glycerine as solvents [4]. All three of these solutions may be taken under the tongue with an eyedropper [2]. They are absorbed through the mucus membranes of the mouth, and take effect in five to ten minutes [2,4]. Tincture dosage varies greatly depending on the concentration of cannabis in the tincture [4]. Glycerine tinctures have the advantages of tasting sweeter than alcohol tinctures, and being well suited for those who do not consume alcohol [4]. Alcohol tinctures have the advantage of usually being more concentrated than glycerine tinctures, thus less needs to be used for the desired effect [4]. Glycerine/alcohol tinctures combine the advantages and disadvantages of glycerine tinctures and alcohol tinctures [4]. Shake glycerine/alcohol tinctures to counteract separation [4]. Oral Administration Not just brownies: In theory, cannabis food can be anything that contains substantial butter, oil, milk, or alcohol, because cannabinoids are oil and fat-soluble and thus dissolve in these ingredients [2].

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Eating food enriched with cannabis offers patients several advantages: 1. No risk of damage to respiratory system. 2. Longer-lasting relief (up to 10 hrs.) [4] 3. Can be made with leaf, which costs less than high-grade bud [2] Eating cannabis-laden foods also has distinct disadvantages for some patients: 1. Slower onset of effects (15min-3hrs) [2] 2. Proper dosage is difficult to gauge; many variables at play [4] 3. Cooking THC makes it slightly more psychoactive [2] Dosage Cannabis can be administered using tinctures, ingestion, smoking, vaporizing, and by other methods. The effect of each method and the rate of onset when using each method varies. Smoking and vaporization provide the fastest onset of effects of any method of administering cannabis [4]. Effects can be felt almost instantly [4]. Tinctures are slightly slower to take effect than inhalation methods; they start to take effect in five minutes or less [2]. Eating cannabis infused foods or capsules is the slowest method of medicating with cannabis but it provides longer lasting effects than other methods [2]. The effects of ingested cannabis may take from 30 minutes to longer than an hour to be noticeable, and may maintain peak intensity for one to two hours before gradually diminishing over several hours [2]. The effects imparted by eating cannabis are also pharmacologically different from those produced by other intake methods, because THC is converted to 11-hydroxyl-THC in the liver when cannabis is eaten [2]. When using any cannabis preparation start with a small quantity, wait the proper amount of time for the effects to take place, and then take more if necessary [5]. Dosage determination is most easily accomplished using inhalation and tincture methods [2]. It is more difficult to determine ingestion dosage than inhalation or tincture dosage, because the onset of effects is much less rapid with ingestion [2]. The amount of food and type of food in the digestive tract also play roles in determining effective ingestion dosage, further complicating the task [4]. Whatever the method of intake, a lethal overdose of cannabis cannot be achieved [5]. Overdosing on cannabis may produce unpleasant feelings such as drowsiness or anxiety, but users experiencing such feelings should stay calm and wait for the effects of cannabis to diminish [4]. Users who fear the possibility of unpleasant feelings from an overdose may wish to avoid cannabis edibles, as eating cannabis is the most likely intake method to cause an overdose [2]. Potency All of the varieties that BATC will offer are high, medium and low potent*. This is a BATC policy for several reasons. One reason is high potency will save caretakers money by allowing them to use less medicine. Another reason is highly potent varieties are healthier for those who choose to smoke their medicine, because less plant material must be smoked to get the same dose of active compounds [2]. We will also only offer highly potent varieties, as this will aid in simplifying the caretaker's task of choosing the right varieties for their individual needs. One last reason for this policy is that it will help caretakers determine the appropriate dosage of each variety. *Each variety we offer is of different potency and has unique medicinal effects. Tolerance Breakwater Alternative Treatment Center p.31 of 210

Heavy cannabis use will, over time, result in lowered sensitivity to the drug [2]. However, most patients lose side effects over time, not medicinal efficacy [2]. To avoid gaining tolerance to cannabis, patients should try different varieties of cannabis and different intake methods [2]. Addiction Cannabis isn't physically addictive, however psychological dependence may occur [2]. This means cannabis use may become habitual in some users [2]. When discontinuing cannabis use, long-term heavy users may experience mild withdrawal symptoms including anxiety, difficulty sleeping, and irritability [2]. References [1] Armentano, P. (2009). Emerging clinical applications for cannabis and cannabinoids: a review of the recent scientific literature 2000- 2009. Washington, DC: NORML Foundation. [2] Gieringer, D., Rosenthal E., & Carter G. T. (2008) Marijuana medical handbook. Oakland, CA: Quick America. [3] Gieringer, Dale (2000). Marijuana water pipe and vaporizer study. Newsletter of the Multidisciplinary Association for Psychedelic Studies, 6(3) Retrieved 6/19/2010, from http://www.maps.org/news-letters/v06n3/06359mj1.html [4] Lauve J., & Luttrell, H. (2010, Feb./Mar.) What is the right amount for me? Cannabis Health News Magazine, 1, 2. [5] Mikuriya, T. H. (Ed.). (2007) Marijuana: medical papers 1839-1972 (Vol. 1). Nevada City, CA: Symposium Publishing. [6] Joy, J. E. (1999) Marijuana and Medicine: Assessing the Science Base. Washington, D.C.: National Academy Press. [7] Earleywine, M. (2002) Understanding Marijuana: A New Look at the Scientific Evidence. NY: Oxford University Press. [8] Hoffman, David. (2002) The Complete Illustrated Guide to Holistic Herbal: A Safe and Practical Guide to Making and Using Herbal Remedies. Element Books.

Measure 3:

The applicant shall provide an acceptable safety and security plan, including staffing and site, and a detailed description of proposed security and safety measures which demonstrate compliance with the Rules Related to the Medicinal Marijuana Program. [WEIGHTED REQUIREMENT up to 25 Points]

PLEASE REFER TO SECTION 3.15, 3.18, 8, 9, 10, 11, 12, 13, & 15 OF “APPENDIX G: OPERATIONS MANUAL” TO FULLY ANSWER MEASURE 3. ALSO AT THE END OF THE ANSWER TO MEASURE 3 IS A FLOOR PLAN AND SCHEDULE OF SECURITY DEVICES USED. Security & Safety Measures for Shipping, Receipt, and Storage Shipping/Transportation of Medical Marijuana

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Patient Transportation Service Although state law has no explicit provision for transportation services, they might be justified on the grounds that many patients lack transportation and cannot grow for themselves. Subject to authorization and guidance from the New Jersey Department of Health and Senior Services, BATC is prepared to personally provide transportation to our dispensary to patients on a case-bycase basis, as determined by need. Receiving 1. All growing equipment and supplies will be shipped to a separate secure discrete delivery location in order to maintain a high level of security at the cultivation site. We will maintain a separate off-site storage and office facility where all invoices and products (seed companies, nutrient suppliers, pest control supplies, growth medium suppliers and all production material) will be received for later transport to the growing facility. 2. Pickup and delivery of the materials listed above will only be performed by authorized BATC employees. Theft and Inventory Controls

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Patient Management The objective of BATC’s patient management module is to provide fast and accurate patient check-in and to track key indicators and paperwork required for legal operation. Features of this module include: i. Patient record to include a photo of the patient and/or scan of their driver's license. j. Driver's/NJ medical marijuana patient license swipe to pull up patient record. k. Support for bar-coded membership cards (scanning the bar code will bring up the patient record). l. Upload of scanned images of patient paperwork and ID (Identification card) and NJ Medical Marijuana card attached to the patient record. m. Purchase history will be tied to the patient record and accessible with one click. n. Tracking of key information such as NJ Medical Marijuana card expiration date or incomplete paperwork and visually warning staff of particular patient concerns/issues/rewards as soon as patient record is pulled up. o. Once checked in, the front desk can send the patient's record to the pharmacy technician’s computer, eliminating any need for the pharmacy technician to re-verify the ID card. p. In addition to the information already discussed BATC will also store in its database the patient’s phone numbers, email and mailing address, physician name and phone number, medical marijuana card number, birth date, designated caregiver status, diagnosis information and symptoms, preferred contact method, permission to text, phone, or email, notes regarding effects and preferred cultivars, maximum amount allowed for dispensing on a given day, and status fields to indicate if all paperwork is complete and in the system.

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Point of Sale System The objective of the point of sale system is to provide timely and accurate information for dispensary technicians to use to ensure appropriate dispensing and accuracy in inventory tracking. Features of this module will include: a. Ability to print medicine labels and receipts at the time of sale, including our dispensary information, disclaimer, medication details and patient information. b. Create and apply discounts and specials with one click. c. Each transaction is tied to inventory, giving BATC critical insight and precision tracking of inventory. d. Quickly add pharmacy technician notes to current or previous transactions to enable easy tracking of patient symptoms and effectiveness of the medication. e. Easy to navigate menu list of products with BATC's custom attributes displayed for easy searching or sorting. f. Ability to sell in grams, ounces and by piece. g. Support for common POS hardware, including cash drawers, receipt and label printers, bar code scanners, touch screen monitors, magnetic card swipes and biometric capabilities (iris, finger and palm scanning). Inventory Management The key objective of the inventory module is to track our inventory precisely, down to the gram or ounce and piece, and to allow for the unique inventory needs of dispensaries and the cultivation process. Features of this module will include: a. Categories of inventory for bulk medical marijuana and associated products (i.e. brownies) and hard goods (i.e. glassware). b. Ability to easily set up specials, like 4-gram eighths that deduct medical marijuana from inventory. c. Simple conversion of inventory from bulk medical marijuana to a medical marijuana product, such as cookies or marijuana cigarettes. Tracking of both “weighed quantity” and “charged quantity”. If a weighed dose is a little bit heavy, that amount is deducted from inventory and tracked so that inventory reports remain accurate. Also, this information will be printed on the label so that patients know exactly how much medicine they received and were charged for. d. Tracking of both “weighed quantity” and “charged quantity”. If a weighed dose is a little bit heavy, that amount is deducted from inventory and tracked so that inventory reports remain accurate. Also, this information will be printed on the label so that patients know exactly how much medicine they received and were charged for. e. Ability to track MMJ product in grams and ounces - both for back-of-house tracking and sales. Breakwater Alternative Treatment Center p.36 of 210

f. Ability to have custom attributes, like indica/sativa/blend. Ability to track a nearly infinite number of variables and sort/search/display based on those variables. g. Adding inventory items is quick and easy. h. Generate bar codes and product labels on the fly for inventory items. i. Easy inventory reports for a clear snapshot of products at any time. j. Straightforward inventory adjustment screen and reports. This is restricted to a manager level login for protection. k. Patient tracking, including the ability to track purchases from patients by date, weight and product, making compliance with New Jersey laws easy. l. Tracking for fields such as name, description, cost, retail price, received date, expiration date, image, attributes specific to the product (i.e. color, flavor, taste, smell and size for hard goods for the MMJ), barcode, notes, and quality/condition. Administration The administrative functions of the web-based software program are designed to help the dispensary manager understand and track every detail of the business operations. Key administrative features and functions include: a. Tracking - every entry and action has a virtual paper trail, detailing the time and date for every transaction, as well as which staff member performed it. b. User levels will provide you with the ability to limit access to different areas of the system by individualizing each user's log in. c. Our full array of reports covers sales, inventory, vendors, and patient transactions, among others. d. Sales tax reports are available with just a few clicks, making reporting quick, easy and accurate. e. Included data export to Excel for all reports. f. Module to export our transactions to QuickBooks or similar. g. Web-based solution - our data is stored remotely, encrypted and backed up nightly, ensuring access from anywhere, anytime while, at the same time, complying with HIPAA standards and requirements. This has the added benefit of keeping critical data safe from fire, hardware theft, or mechanical and software failure. Procedural Measures Only authorized personnel will have access to the drying, trimming, storage (curing) area of the cultivation facility and each area will have electronic access control points to alert the operating manager when employees access specific areas of the facility. Immediate Automatic Electronic Response Response sets the performance standard for the development and exercising of emergency response plans for security incidents at the facility. BATC will develop and exercise an emergency plan to automatically respond to security incidents internally and with assistance of local law enforcement and first responders. Breakwater Alternative Treatment Center p.37 of 210

BATC will maintain effective monitoring, communications, and warning systems to allow all of our facilities to automatically notify internal personnel and local responders in a timely manner about security incidents. Personnel Background Check The primary means of satisfying the personnel performance standards is through the implementation of an appropriate background check program that BATC will implement. a. Each employee or volunteer hired by BATC will go through a thorough background check, intense screening and training program. BATC will model its employee hiring and training procedures after those established by the retail pharmacy industry for its pharmacy technicians and other employees who may come in contact with or have access to controlled substances. b. Any employee or contracted professional that works at or has knowledge of the location and the security measures taken to protect the cultivation and dispensary site will be required to sign a confidentiality agreement. c. Only authorized personnel will be allowed to visit the cultivation site. H. Alexander Zaleski has 40 years of experience with the design and construction of business facilities and will handle the general contracting duties for the build-out of the site. He has intimate knowledge of ICF (Insulated Concrete Form) construction techniques, which will be used to construct the drying, curing and stockpiling building at the cultivation site. This construction method uses a reinforced concrete (rebar installed horizontally and vertically) core with insulating foam on each side. The R-value of these walls is approximately 50. However, when a particular sub-contractor is necessary for the project, BATC will hire only bonded and insured contractors with established business history and verifiable references. The actual function of the grow site will not be disclosed to any sub-contractors. In the event of future maintenance at the grow site, only sub-contractors who have undergone background checks will be hired. Employee Security: All employees shall be provided with personal panic alarm buttons while working. Activation of the personal panic button will automatically notify a private off-site central alarm company of a current emergency. Closed circuit cameras together with remote controlled door locks will control entry to the premises. All employees will be trained to manually activate the alarm system in case of any emergency and to notify the appropriate public agency. BATC will keep and maintain an accurate OSHA incident log to record any workplace accidents or injuries. All employees will receive training in the areas of confidentiality, ethics, security and professional conduct as part of their employment orientation process. The primary means of satisfying the personnel surety performance standards is through the implementation of an appropriate and complete background check program that BATC will implement. a. Each employee or volunteer hired by BATC will go through a thorough background check, intense screening and training program. BATC will model its employee hiring and training procedures after those established by the retail pharmacy industry for its pharmacy technicians and other employees who may come in contact with or have access to controlled substances.

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b. Any employee or contracted professional that works at or has knowledge of the location and security measures utilized to protect the cultivation and dispensary site will sign a confidentiality agreement. c. Only authorized personnel will be allowed to visit the cultivation site. Safety and Security: Personal Safety and Crime Prevention: Dispensary Security & Safety Measures

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Dispensary Security Measures

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Measure 4: If the applicant proposes to cultivate and dispense at two separate physical locations, the applicant shall provide an acceptable delivery receipt plan, including measures to ensure sanitary medicinal standards, security and inventory control, for the receipt of medicinal marijuana from the cultivation site by ATC staff at the dispensing site. The delivery receipt plan shall demonstrate compliance with the Rules Related to the Medicinal Marijuana Program. [WEIGHTED REQUIREMENT up to 5 Points] Transport Service Policy and Procedure The transport driver will remain with the transport vehicle at all times when there is marijuana on board. A security guard will accompany all drivers. All drivers must have a clean driving and criminal record. Delivery Driver Checklist: Track mileage using Breakwater Alternative Treatment Center’s mileage log Medication must remain locked at all times in the truck safe Driver must carry copies of Breakwater Alternative Treatment Center’s seller’s license and business license in addition to delivery driver employee insurance information Transport Driver will carry a portable Breakwater Alternative Treatment Center laptop on which to record deliveries Transport Driver will carry a portable Breakwater Alternative Treatment Center GPS system for navigation purposes Transport Drivers must obey all New Jersey state speed limits and traffic laws Transport Drivers must not use any mind-altering substances while on deliveries, nor can they begin deliveries if their sobriety is in question

Delivery Service Policy and Procedure Breakwater shall transport only prepackaged usable marijuana from the cultivation site to the dispensing site according to a delivery plan approved by the Department. Procedures to follow: Breakwater Alternative Treatment Center p.41 of 210

All forms of medicinal marijuana will be placed in separate metal lockboxes for transportation from the Storage room at the cultivation site Flowers/buds are transported in tightly sealed mason jars (where the marijuana is cured and stored in after the drying process) as described in packaging section of this Lozenges are transported in their ready to sell packaging Topical Formulations are transported in tightly sealed plastic containers Breakwater will staff each transport vehicle with a delivery team consisting of at least two registered ATC employees. At least one delivery team member (Security team member) will remain with the vehicle at all times that the vehicle contains medicinal marijuana. Each delivery team member will have access to a secure form of communication with the ATC, such as a cellular telephone, at all times that the vehicle contains medicinal marijuana. Each delivery team member will possess his or her ATC employee identification card at all times and will produce it to Department staff or law enforcement officials upon demand. Each transport vehicle will be equipped with a secure lockbox or locking cargo area, which will be used for the sanitary and secure transport of medicinal marijuana. The driver/company will maintain a current commercial automobile liability insurance policy on in the amount of one million dollars per incident. The vehicles used to transport medicinal marijuana will bear no markings that would either identify or indicate that the vehicle is used to transport medicinal marijuana. Breakwater will ensure that all transports are completed in a timely and efficient manner. The transport vehicle will proceed from the cultivation site where the medicinal marijuana is loaded directly to the treatment center where the medicinal marijuana is unloaded without intervening stops or delays. Breakwater will report any vehicle accidents, diversions, losses, or other reportable events that occur during transport to the permitting authority, forthwith. Breakwater will maintain a record of each transport of medicinal marijuana in a transport logbook which will record: 1. The date and time that the transport began and ended; 2. Track mileage using Breakwater Alternative Treatment Center’s mileage log 3. Medication must remain locked at all times in secure lockboxes. 4. The names of the ATC employees comprising the delivery team; 5. The weight of the medicinal marijuana transported; 6. The lot number of the medicinal marijuana, the name of the strain, whether it is high, medium, or low potency; and 7. The signatures of the ATC employees comprising the delivery team. Measure 5: The applicant shall submit a description of its Medical Advisory Board, including by-laws, setting forth the names and expertise of its members and describing how it will function within the organizational structure of the ATC, consistent with the Rules Related to the Medicinal Marijuana Program. For purposes of this requirement, it is not necessary for the applicant to provide the name of the p.42 of 210

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Medical Advisory Board member who is a registered qualifying patient. [WEIGHTED REQUIREMENT up to 10 points] PLEASE REFER TO APPENDIX A-2 BY-LAWS SECTION TO FULLY ANSWER MEASURE 5. The members of Breakwater’s medical advisory board, none of whom will be employees, officers or board members, will consist of at least three licensed health care professionals, at least one of whom will be a physician, a patient registered with the ATC, and a business owner from the region surrounding the treatment center location. As of now Breakwater’s Medical Advisory Board consists of a pharmacist and a Registered Nurse (RN) from New Jersey: The members of the medical advisory board will provide input to BATC on all aspects of its business and will serve to keep the Treatment Center up-to-date on the latest research regarding the benefits of medical marijuana in the treatment of debilitating medical conditions. The medical advisory board will review and approve all free educational literature on medical cannabis developed by BATC, and approve all reading materials provided, recommended, or made available by BATC covering topics such as cannabinoids research, pain and stress management and holistic approaches to health and wellness to assure that all information is medically sound, fair and balanced. The medical advisory board will also help address specific community issues that may arise, so as to assist Breakwater in developing and maintaining a positive relationship with the community at large. Members of the Medical Advisory Board will be required to meet on an “as needed” basis in preparation for the opening of the Breakwater ATC and thereafter, will meet at least two times per calendar year. The Medical Advisory Board shall endeavor to work closely with the New Jersey Department of Health and Senior Services and other state designated medical authorities as point of contact to provide oversight of current and evolving studies, reviews, analyses, and research into the efficacy, procedures, knowledge base, and continuing education of medical practitioners and resources within New Jersey for the benefit of the patients, medical personnel, and community within the state. As of now, Breakwater’s Medical Advisory Board consists of a pharmacist and a registered nurse, licensed in the state of New Jersey. BATC desired to have a pharmacist, nurse and physician on their medical advisory board and to draw from each of their unique backgrounds in medicine and patient care. The pharmacist also possesses insight into federal and state regulations that govern the distribution of controlled substances in a retail pharmacy environment and the regulations that govern pharmaceutical industry. The pharmacist will play a key role in the oversight of the patient education materials, and the nurse and pharmacist will help set the standards for patient counseling and develop guidelines regarding the collection and monitoring of patient response to treatment. With the patient’s permission this information could be sent to the prescribing physician and/or become a source for a retrospective analysis of patient outcomes. The physician selected to be on the Medical Advisory Board must currently treat patients with conditions that qualify for medical marijuana under current law, such as an oncologist, HIV/AIDS specialist, pain management specialist, or neurologist. Once the site for BATC has been approved, a meeting will be set up to both educate the local businesses regarding the mission of the ATC and to select a representative from the local business community to sit on the Medical Advisory Board. BATC will encourage the development of a support group for the registrants and their caregivers and will provide a place for the group to meet on BATC Breakwater Alternative Treatment Center p.43 of 210

premises. An active member of such a group would be an ideal individual to sit on the Medical Advisory Board. The patient/support group member would be able to provide a collective feedback from the patient community regarding their response to treatment and any issues they might be encountering regarding acceptance of their treatment by their relative and friends. 1. Richard H. Klauber, ESQ. 1500 Allaire Avenue, Suite 101 Ocean, NJ 07712 DOB – 10/29/1958 Please see Appendix F for CV 2. Maureen Ivers 5 Estella Drive, Flemington, NJ 08822 DOB – 09/14/1955 Please see Appendix F for CV 3. Sue Lefkowitz, BSN, RN, C (Sue) 572 Clubhouse Drive Middletown, NJ 07748 DOB – 2/12/1956 Please see Appendix F for CV The members of the medical advisory board will meet at least twice a year with Breakwater’s Medical Director to address specific community issues that may arise, medical marijuana labeling concerns and Breakwater’s overall relationship with the community at large. The advisory board will consist of a specialist in each condition qualifying for medical marijuana under current law. Some members of the advisory board will possess expertise in the field of New Jersey’s definition of “Debilitating Medical Condition”. Specific knowledge of medical conditions such as seizure disorders, including epilepsy; intractable skeletal muscular spasticity; glaucoma, severe or chronic pain, severe nausea or vomiting, cachexia or wasting syndrome will be required. Additional areas of in depth knowledge will include a positive diagnosis for human immunodeficiency virus, acquired immune deficiency syndrome, cancer, amyotrophic lateral sclerosis, multiple sclerosis, terminal cancer, muscular dystrophy, inflammatory bowel disease, Crohn’s disease and terminal illness, if the physician has determined a prognosis of less than 12 months of life. As additional medical conditions or their treatment are approved by the Department, Breakwater will add individuals to the board with the requisite expertise in the new field. The function of the medical advisory board will serve to keep the Treatment Center up to date on the latest research and trends in each discipline, as well as identify any local trends which may be specific to New Jersey. Advisory board members will be uncompensated by Breakwater Alternative Treatment Center. We are currently assembling a team of specialists in the medical conditions listed above. The Medical Advisory Board shall endeavor to work closely with the New Jersey Department of Health and Senior Services and other state designated medical authorities as point of contact to provide oversight of current and evolving studies, reviews, analyses, and research into the efficacy, procedures, knowledge base, and continuing education of medical practitioners and Breakwater Alternative Treatment Center p.44 of 210

resources within New Jersey for the benefit of the patients, medical personnel, and community within the state. Measure 6: The applicant shall submit a plan to track and analyze data including but not limited to patient outcome, utilization and trends. [WEIGHTED REQUIREMENT up to 20 points]

PLEASE REFER TO SECTION 9, 14 & 15 OF “APPENDIX G: OPERATIONS MANUAL” TO FULLY ANSWER MEASURE 6. Breakwater pledges to always put the well-being of our patients and the public good foremost in our objectives. We want patients to be able to use the highest quality medicine available to alleviate the symptoms of their illness and will always strive for positive patient utilization outcomes. The medical marijuana program is similar to introducing a new pharmaceutical drug that is undergoing clinical trials (Phase 1: Clinical Trials, Phase 2 Clinical Trials, etc). Breakwater’s approach to the medical marijuana program is much like the early days of “pharmacy care” which was much more of a hands-on approach to wellness and care. Breakwater will provide our patients with access to a complete medical marijuana resource center. All of our services are designed to ensure that a patient’s transition to the use of medical marijuana from their existing medical treatment is based on knowledge and compassion. BATC will provide their patients with free educational literature on medical cannabis developed by BATC and have available at the center reading materials regarding topics such as cannabinoids research, pain and stress management, and holistic approaches to health and wellness. Our services will include in-depth consultations and solutions by compassionate caregivers and legal support administered through Breakwater’s legal services program. Our goal is simple – Positive Patient Outcomes. As active members of the medical marijuana community, the Breakwater Alternative Treatment Center staff has the expertise to help people who have a qualifying medical condition become a legal medical marijuana patient. Our offices are private, confidential and secure. We are committed to providing only high quality patient services. Detailed demographic data, diagnostic information, treatment history, and self-reported treatment utilization will be obtained at baseline. Self-reported symptom severity information will be collected at baseline and at 3-month intervals. Registrants will also be required to complete standardized questionnaires that include assessment of quality of life, symptom severity, depression, anxiety, stress, coping skills, optimism/pessimism, etc.; at baseline and at least once a year. Breakwater ATC plans to fully document and analyze all relevant patient data gathered during the initial registration and all follow-up consultations with the registrant. Due to the lack of current clinical research, there is a need to document the efficacy and side effects as well as any unintended benefits our registrants might experience while using medical marijuana. BATC intends to develop an in-depth patient survey and analysis concerning the ingestion levels, techniques and effects in relation to each particular patient condition in conjunction with a New Jersey college or university. All this information will provide a basis for the retrospective analysis of the efficacy of medical marijuana in the treatment of specific debilitating medical conditions. In addition, BATC endeavors to partner with a major New Jersey University to conduct long-term studies on all aspects of the use of medical marijuana. The database will also track the amount, by type, of medical marijuana being sold by BATC in order to assure that an Breakwater Alternative Treatment Center p.45 of 210

adequate supply is available to BATC registrants. The registrants will be advised as to the safeguards in place to assure information extracted from the database will be devoid of patient identifiers. They will be informed as to the type of information which will be gathered from the database and how that information will be utilized. The registrant will be required to sign a letter that acknowledges the registrant’s acceptance of BATC’s use of their anonymous medical information in this manner. The patients will be encouraged to fill out additional surveys at the BATC dispensary, or on our website and the responses will be made available to physicians and other BATC registrants. All facets of our operation will be tracked (patients management, inventory managementseedling to patient, sales management, etc) utilizing the latest software applications. This data will be fully integrated into patient profiles. Therefore, if an unexpected adverse reaction is reported, the database can be utilized to determine if it is a lot specific reaction. Stringent controls that will be put in place by way of a Point of Sale/Inventory tracking system, tools and forms for accounting and verification, and tasks and processes that will ensure accountability at every stage, such as verifying product identification and weight measurements in multiple departments (Cultivation, Inventory, Processing and Sales). Patient Management The objective of BATC’s patient management module is to provide fast and accurate patient check-in and to track key indicators and paperwork required for legal operation. Features of this module include: a. Patient record to include a photo of the patient and/or scan of their driver's license. b. Driver's/NJ medical marijuana patient license swipe to pull up patient record. c. Support for bar-coded membership cards (scanning the bar code will bring up the patient record). d. Upload of scanned images of patient paperwork and ID (Identification card) and NJ Medical Marijuana card attached to the patient record. e. Purchase history will be tied to the patient record and accessible with one click. f. Tracking of key information such as NJ Medical Marijuana card expiration date or incomplete paperwork and visually warning staff of particular patient concerns/issues/rewards as soon as patient record is pulled up. g. Once checked in, the front desk can send the patient's record to the pharmacy technician’s computer, eliminating any need for the pharmacy technician to re-verify the ID card. h. In addition to the information already discussed BATC will also store in its database the patient’s phone numbers, email and mailing address, physician name and phone number, medical marijuana card number, birth date, designated caregiver status, diagnosis information and symptoms, preferred contact method, permission to text, phone, or email, notes regarding effects and preferred cultivars, maximum amount allowed for dispensing on a given day, and status fields to indicate if all paperwork is complete and in the system. Using our website or at the BATC dispensary, patients will be encouraged to fill out surveys. The program will include the use of patient surveys to develop a comprehensive database of the efficacy of medical cannabis. BATC intends to develop an in depth patient survey and analysis Breakwater Alternative Treatment Center p.46 of 210

concerning the ingestion levels, techniques and effects in relation to each particular patient condition in conjunction with a New Jersey college or university. BATC patients will be able to access product test results in four ways: 1) labels in display cases, 2) labels on products and 3) a book of complete test results 4) on BATC’s website. Product labels will include the percentages for THC, CBD, and CBN. These percentages will be posted in medicine display cases (less than 10 percent THC abiding by the NJ Medical Marijuana Rules & Regulations), as well as affixed to the products themselves. A book containing complete spectrometry reports for each product will be available at the service counter and on our website for those patients who desire more detailed analytical results. Testing services will commence with the initial launch period to develop and refine the logistics of sample collection and results identification. After these issues are fully addressed, the testing service results will be made widely available to individual patients and potentially to our academic partner for research purposes. These services will include an independent certification component, so patients can be assured that the medicine they are purchasing has been thoroughly tested and approved. BATC has reached out to Rutgers University and is beginning the process to eventually and hopefully work with their lab department and medical research department (working through federal funding restrictions).

Criterion 5: Cultivation specific considerations [TOTAL WEIGHTED REQUIREMENT up to 100 Points]

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Measure 1:

The applicant shall provide an acceptable safety and security plan, including staffing and a detailed description of proposed security and safety measures which demonstrate compliance with Rules Related to the Medicinal Marijuana Program. Supporting documents should be included as Appendix H. [WEIGHTED REQUIREMENT up to 20 Points]

I. The description shall include a detailed floor plan for the ATC cultivation site, which indicates location and design standards and performance specifications of security devices to be utilized. II. The applicant shall provide a plan to involve and coordinate with local law enforcement authorities on security and safety issues, and identify the law enforcement officials contacted during the development of this plan. III. If the applicant proposes to cultivate and dispense at two separate physical locations, the applicant shall provide an acceptable delivery plan, including measures to ensure sanitary medicinal standards, security and inventory control, for the delivery of medicinal marijuana from the cultivation site to the dispensing site. The delivery plan shall demonstrate compliance with the Rules Related to the Medicinal Marijuana Program. IV. All responses shall be utilized for internal Department review only and shall not be available for public comment or review. NOTE: OFFICIAL USE ONLY – SECURITY-RELATED INFORMATION – WITHHELD PURSUANT TO THE NEW JERSEY OPEN PUBLIC RECORDS ACT (OPRA) PLEASE REFER TO THE SEPERATE DOCUMENT LABELED “OFFICIAL USE ONLY – SECURITY-RELATED INFORMATION – WITHHELD PURSUANT TO THE NEW JERSEY OPEN PUBLIC RECORDS ACT (OPRA)” FOR A FULL ANSWER TO CRITERION 5, MEASURE 1.

Measure 2:

The applicant shall provide a description of the enclosed, locked facility that would be used in the cultivation of medicinal marijuana, including steps to ensure that the medicinal marijuana production shall not be visible from the street or other public areas. If the enclosed site is a greenhouse, identify materials used in construction of panels. Glass, fiberglass, metal, or polycarbonate panels shall be used in construction of the facility; polyethylene film is not permissible. Describe window and vent covers. [WEIGHTED REQUIREMENT up to 30 Points]

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Measure 3:

The applicant shall demonstrate an ability to provide a steady supply of medicinal marijuana to registered qualifying patients. [WEIGHTED REQUIREMENT up to 50 Points]

I. The applicant shall provide a start-up timetable which provides an estimated time from issuance of an authorization for operation to limited operations to full operation, as well as the basis for these estimates. II. The applicant shall describe its knowledge of (and experience with) organic growing practices or agricultural growing practices to be used in their cultivation of medicinal marijuana. III. The applicant shall describe its quality control program and steps that will be taken to ensure the quality of the medicinal marijuana, including purity, potency and consistency of dose. IV. The applicant shall describe: Methods to ensure that seed production and/or hybridization is prevented during cultivation of medicinal marijuana; Methods of testing for the presence of mold, bacteria or other contaminants; Procedures for routine scouting of insect and plant disease conditions; Methods to control insect pests that do not include the application of pesticides during cultivation of medicinal marijuana, in accordance with the Rules Related to the Medicinal Marijuana Program; Procedures for proper sanitation practices to minimize plant disease, and to promptly dispose of diseased plant material in a secured disposal area; Methods for utilization of fans and cooling systems to maintain airflow patterns sufficient to prevent or minimize plant disease and insect infestation;

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Methods to keep environment free from flowering male plants to ensure that female plants are not pollinated and seed production and/or hybridization is prevented; Recordkeeping of any cultural measures used for plant pest or disease control, including disposal of culled plants; The various strains of marijuana to be dispensed, and the form(s) in which it will be dispensed; Record keeping for each package by lot, label and bar code; Area security; Packaging and labeling requirements; and Methods of processing in a safe and sanitary manner. Steadily Supplying Medical Cannabis In order to steadily supply cannabis to our patients we will make sure we have adequate room for expansion of our production facilities including our stock plant greenhouses, rooting greenhouses, production (blooming) greenhouses, drying facilities, and storage facilities. The trimming machine we will use is capable of processing all of the cannabis we will produce, even with significant expansion of our growing facilities. We will purchase a reverse osmosis water system that will have a high enough flow rate to provide enough water for significant expansion of our operations. We are confident that our 120' x 60' greenhouse design will yield 112 pounds of cannabis at the minimum. It is likely to yield closer to 150 pounds. Once in the production cycle it will take 9 weeks between the harvest of the last plants to ripen and the harvest of the first buds of the next cycle. Judging by the amount of time our production cycle takes and how many customers we are taking on, we will construct as many greenhouses as necessary to keep up with patient demand. Utilizing our custom greenhouse design features, carefully selecting cultivars, and using sound cultural practices are all strategies that we will employ to ensure that diseases and pests don't affect the availability of medicine for our patients. Our greenhouses are designed with pest insect/mite prevention and disease prevention in mind. The greenhouses will use computerized environmental controls to regulate the growing environment. We will keep the relative humidity of the greenhouses in a range that is unfavorable for the development of fungal diseases. Our horticulturalist decided on a plant spacing that would prevent diseases from occurring by avoiding crowding of leaves and buds. Crowded plants are more prone to disease because crowded buds and leaves build up moisture. Proper air circulation will be achieved using circulation fans and a polytube jet-fan system. Proper air circulation will prevent moisture from building up around transpiring leaves and buds and help keep the conditions unfavorable for fungal disease development. Proper air circulation will also aid in plant growth by supplying fresh air to the plant at all times. Our expert horticulturist carefully selected all of the cultivars that we will use with the prevention of fungal diseases being a major consideration in his selection process. The growth habit of a cultivar has a strong influence on the susceptibility of that cultivar for developing fungal bud rot. Our horticulturalist only selected cultivars that are not prone to developing problems with fungal bud rot. Stock plants of each variety will be selected that have moderately sized buds. Avoiding cultivation of plants with overly large buds will be one strategy used to avoid fungal bud rot pre or post harvest. BATC will use cultural practices Breakwater Alternative Treatment Center p.51 of 210

that will prevent fungal diseases and insect/mite infestations. Our fertilization/irrigation practices will be done in a manner that will not favor diseases or insects and mites. We will use pruning strategies that will prevent disease development. Careful greenhouse sanitation and pest exclusion strategies will be used to prevent pest entry. Insect exclusion netting will be used on our greenhouses. Reverse door fans will be used to prevent pests from entering through doorways. Trays containing benzyl ammonium chloride solution will be located at greenhouse entry- ways for workers to step in and sanitize their shoes. We will release predatory insects and mites regularly to prevent pest infestations. Diligent scouting/monitoring for pests will ensure that enough predators are being released to achieve complete pest control. We will use blue sticky card traps to assist in monitoring for thrips, and yellow sticky card traps to assist in monitoring for aphids and whiteflies. Our growing systems are designed to consistently supply high quality medicine year-round. We are prepared to expand our operation as much as necessary to ensure that we consistently have enough medicine in stock. Startup Timetable Prior to the awarding of permits BATC will use the period following the final submission date to make preparations to close on the cultivation site and select the dispensary site from several sites that have already been determined to be potential locations. After approval by the state of New Jersey on or before March 21st, 2011, BATC will immediately begin the process of setting up its cultivation site and dispensary. The estimates below are based upon consultations with municipalities, project consultants, and vendor estimates for the cultivation site (greenhouse construction, fence plan, security, etc.) and build-out of the dispensary floor plan. All the below dates are in 2011. March 21st awarding of license March 22nd (on or before)- Building Permits received for Cultivation Site Our New Jersey based attorney & real estate agent have assured us that based upon the work and research already completed (researching zoning and all local municipal approvals) building permits for the proposed greenhouses will be issued approximately 2 weeks after the awarding of the license. Architectural design drawings and floor plans have been completed for all the proposed structures. Between the submission date and the awarding of permits, BATC will work expeditiously to secure both facility sites. March 23rd: Orders Placed & Phase 1 Construction Orders Placed: Stock Plant, Rooting and Office Room Materials & Supplies- We have placed an order directly from the manufacture (Rimol Greenhouses) that is pending our awarding of the license. The greenhouse materials and supplies for the Stock Plant, Rooting and Office Room will take one to two weeks to arrive to the cultivation site. Please refer to Criterion 2, Measure 5 “Greenhouse-Top & Greenhouse-Side” Strain (Cultivar) Seeds will be ordered and will arrive within (1-2 weeks)

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Blooming Greenhouse Materials & Supplies Once our license is granted the order will begin being filled for a fully functional 120 x 60 ft greenhouse design. Appendix E-1 “Greenhouse-Top” & E-2 “Greenhouse-Side” Phase 1 Construction Upon issuance of the building permits, BATC will immediately prep the land (cement foundation) and begin constructing the stock plant (mother plant) greenhouse, rooting greenhouse (referred to as the “propagation area”), and office greenhouse structure (to follow along please refer to Appendix E-1 “Greenhouse-Top” & E-2 “GreenhouseSide”, which will contain: 1. Stock Plant Room- where all the stock plants will be housed. 2. Rooting Room- where cloning machines will root cuttings from stock plants. 3. Office Room- contains the computers, the environment controllers (the brain for maintaining and controlling the greenhouse environment by manipulating greenhouse roof vents, supplemental lighting, motorized blackout and shade systems, intake/exhaust fans, heating/cooling system, and CO2 generators) and the staff area. It is estimated it will take approximately 2 weeks to construct this greenhouse structure. Full-scale production will commence once this structure is operational. PLEASE NOTE- the stock plant and rooting room will both have reverse door fans to isolate the environments from threatening insects and mites. Insect exclusion netting will also be used to protect the stock plants from virus transmitting insects such as aphids and thrips. We will also use trays of sanitizing solution at the doorways to sanitize our shoes upon entering the greenhouses. It is very important that we start with disease free seeds and then protect our plants from diseases. During their development, seeds are isolated from plant tissues in a way that isolates them from most diseases including viruses. This makes seeds the best source of disease free plants. Our stock plants will be highly protected from diseases to maintain the reliability of our clones. April 13-20th: Seedling Production Seedling Production within the initially constructed Greenhouse Structure, the Stock Plant Room (12 Weeks) From this point, it will take approximately 16 weeks for the cultivation site to reach full operation. This takes into account 12 weeks of growing the initial seed to finishing the seedling plants, and 4 weeks for propagating enough plants to fill our blooming greenhouse. Seeds will be bought from a licensed distributor of seeds from worldrenowned seed companies. The seed companies we will be purchasing seeds from are Soma Seeds, THSeeds, DJ Short, Serious Seeds, and Sensi Seeds. These companies are legitimate breeders who have been awarded multiple times for their cultivars. Only cultivars that are known to be potent and of medical quality will be purchased. Cuttings (clones) of all the seedling females will be harvested prior to the flowering stage. When the seedling females have finished flowering, clones of the highest quality plants will be selected as our stock plants. Our selection process will ensure that our stock plants have all the traits we desire including disease resistance, potency, vigorous growth, and good flavor/aroma. We will also obtain a well-balanced variety of stock plants with medical effects ranging from sleep inducing to stimulating.

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April 14-21st: Phase 2 Construction Building for Blooming Greenhouses & Drying, Trimming, Curing (storage), Processing and Baking structure will commence. June 2nd – 16th: Blooming Greenhouses Completed Fully functional Blooming Greenhouses will be completed. July 6-13th: using both the Stock Plant Room & Rooting Room (4 weeks) The selected mother plants will be cloned to produce the number of plants needed to populate the Blooming Greenhouses. July 27th-August 3rd At this point, the Breakwater Cultivation site will be fully operational. The first mature plants will be harvested nine weeks after this date and will be ready for dispensing to patients shortly thereafter. We estimate the first harvest will be available the week of October 5th, 2011 after curing. **These estimates are based on the advice of our expert team comprised of an experienced organic farmer (PhD), senior horticulturist, experienced contractor, attorney, real estate agent, greenhouse builder/supplier as well as other team members. Although we have potential employees that are currently caregivers in other states who can provide us with excellent clones to jump-start our operation- we will avoid this and focus on the quality of our product. We are also focusing on the efficiency of our greenhouses, which will lower our variable costs and thus effectively lower the costs to our patients. We acknowledge that we could purchase an existing greenhouse structure and possibly supply medicine to patients more rapidly; however, we desire that our greenhouse facilities have custom design features that will ensure our greenhouses are as energy efficient as possible and provide an optimal growing environment. Our patients will be able to depend on the quality of our medicine because we are committed to excellence and won't take short cuts. Quality medicine combined with efficient production will translate into customer savings and effective treatment of illnesses. The Dispensary: We project that it will take approximately six-seven months to reach the stage when the dispensary location is capable of full operation after the awarding of the medical marijuana license. Prior to full operation, and upon commencement of a lease, the dispensary site will be utilized for patient registration and consultations. BATC intends to open the dispensary at least 5 to 6 months prior to full operation. Organic Growing Methods Breakwater Alternative Treatment Center will consistently supply qualifying patients with high quality, pesticide free, organically grown cannabis. BATC’s cultivation techniques are organic, efficient, and have minimal impact on the environment and avoid the use of non-renewable resources. Cultivation of medical quality cannabis must be done by a knowledgeable and experienced individual dedicated to providing safe and very high quality medicine. Our Breakwater Alternative Treatment Center p.54 of 210

horticulturalist will oversee the cultivation of medical cannabis for Breakwater Alternative Treatment Center. He possesses a wealth of knowledge and has formal training in the areas of horticultural crop production, entomology, nematology, plant pathology, mycology, plant nutrition, organic and sustainable vegetable production, plant propagation, micro propagation of horticultural crops/tissue culture, integrated pest management, plant physiology, ethnobotany, greenhouse management, and orchidology. He holds a degree in Horticultural Science from the University of Florida and is active in the medical cannabis industry. He participates in industry conventions and exchanges ideas and growing techniques with some of the most influential individuals and organizations in the industry. His expertise will help BATC avoid issues often faced by less experienced cultivation operations, such as mold, pest infestations and deficiencies in the growing environment. His knowledge and experience will ensure that BATC produces premium quality medical cannabis in the most cost-effective and environmentally friendly manner. Breakwater Alternative Treatment Center will provide patients with medical cannabis of the very highest quality in the industry. Ensuring Quality Medical Marijuana: Introduction BATC will select stock plants carefully, germinating the seeds of world-renowned cultivars and will then select the best female as the stock plant for that cultivar. The stock plant of each cultivar will be clonally propagated in order to provide a steady supply of genetically identical females of each cultivar. BATC will take great care to ensure that its selection of cultivars encompasses the full spectrum of genetic variation and medical benefits available in cannabis. Clonally propagating each cultivar will give patients confidence in the consistency of dose when using a particular cultivar. Methods to ensure that seed production and/or hybridization is prevented during the cultivation of medicinal marijuana. Cannabis (marijuana) is dioecious meaning that male and female flowers occur on separate plants. Male flowers are distinct in appearance from female flowers. With the proper knowledge of marijuana anatomy, it is possible to identify and remove male plants from a crop soon after they reach reproductive maturity and begin to flower. Removing the males soon after they show signs of flowering can ensure that none of their staminate flowers open. If no male flowers are permitted to open and release pollen, the female plants will not be pollinated. In this desirable scenario, the female plants will use their photosynthate for flower production instead of seed production. This will allow the female plants to develop large seedless buds. Although it is considered normal for male and female flowers to develop on separate Cannabis plants, hermaphroditic plants are a commonality in the genus. Hermaphroditic plants can cause major problems for growers, and are a common cause of unintended crop pollination. Some cultivars (strains) of marijuana are more prone to hermaphroditism than others. Also, within cultivars of marijuana individual plants can show differences in how inclined they are to exhibit hermaphroditism. Recently the marijuana seed industry has seen a rise in the popularity of so called "feminized" seeds, and consequently growers have experienced greater incidence of unintended pollination. Feminized seeds offer growers the capability to grow a seed free crop without having to cull male plants. Unfortunately these "feminized" seeds are produced by pollinating females with hermaphrodite pollen and do not always develop into true female plants, thus leading to unintended pollination by hermaphroditic 'females'. To produce "feminized seeds," seed Breakwater Alternative Treatment Center p.55 of 210

producers force female plants with slight hermaphroditic tendencies to develop male flowers by stressing the plants. The pollen produced from the male flowers is then used to pollinate female plants. This process creates "feminized" seeds. These seeds produce plants that appear female but have a stronger than usual tendency towards hermaphroditism. Growing a crop from "feminized" seeds is much more likely to result in unintended pollination than growing from conventional seed. Growing from conventional seed however, will not guarantee the absence of hermaphroditic females in a crop. The presence of even a single hermaphrodite male flower must be avoided in order to prevent crop pollination. This can only be achieved consistently by using clonal propagation. BHCC will avoid pollination of crops by growing clones from carefully selected clonal stock plants (mother plants). We will select our stock plants from seedling females that have no hermaphroditic tendencies, while also exhibiting all of our other desired phenotypic traits. Clonal propagation of our stock plants will provide us with the necessary number of clones to populate our greenhouses. Clones from well- selected stock plants will provide uniform and consistently high quality, seedless marijuana. Stock plants will be quarantined in their own specially protected greenhouse, as a measure to prevent them from being infected with diseases that would compromise their ability to supply healthy cuttings (clones). Selected Cultivars (Strains) BATC will consistently provide: 1. Flying Dutchman's 'Original Haze' This cultivar ('strain') is the true original haze. This cultivar was developed in the 1970's, but is still considered an excellent plant for the stimulating characteristics of its medicinal effect. This cultivar is considered to be a pure sativa with a classic laughter increasing effect. The flavor is sweet and sour. 2. Nirvana Seeds Standard 'Early Bud' This is a fast flowering hybrid containing indica and sativa genetics. It has an effect that is euphoric and mellow. This cultivar has a slightly spicy, fresh flavor. 3. Sensi Seed's 'Hindu Kush' This cultivar comes from the Hindu Kush mountain range in the Afghanistan/Pakistan region. It is considered to be a pure indica cultivar with a classic relaxing and slightly sedative effect. The flavor is sandalwood- like with hints of sweetness. BHCC will order seeds of these three cultivars and grow them to maturity. Before the seedlings begin flowering cuttings will be taken from each seedling to serve as potential stock plants. The harvested cannabis from each seedling female will be evaluated for potency using laboratory techniques. After determining the potency of each seedling female, the females containing less than ten percent THC will be further evaluated for additional characteristics, and a stock plant for each variety will be chosen. Cuttings from the chosen seedlings will become BHCC's stock plants for further propagation. **Please see the “Draft Operations Manual- Section 15.6” for strain details. Greenhouses BATC will use greenhouses to cultivate medical cannabis. Greenhouses use sunlight as the primary source of energy for plant photosynthesis, and can provide the best possible growing Breakwater Alternative Treatment Center p.56 of 210

environment. Using the sun as a light source will also reduce our use of electricity and therefore lessen our company's carbon footprint. By utilizing sophisticated environmental controls, our greenhouses will stay in production year round. Pest Control BATC’s greenhouses will provide a favorable environment for releasing beneficial predatory arthropods. Releasing predatory arthropods regularly in our greenhouses will naturally help prevent pest problems, and help eliminate the need to spray insecticides and miticides. BATC will also implement comprehensive policies and procedures for greenhouse sanitation, scouting for pests, and using pest monitoring traps to ensure that there is no need to spray insecticides or miticides. Hydroponics Our growing technologies will save water by re-circulating an organic nutrient solution in hydroponic growing systems. Re-circulating hydroponic systems save water by avoiding evaporative water loss. The organic nutrients (fertilizers) that we will be using are derived from organic renewable resources such as bat guano and bird guano. Although the fertilizers we will use are not OMRI (Organic Materials Review Institute) certified, they are 100% organic and are produced in Canada specifically for cultivating medical cannabis. Our hydroponic systems will also use a reusable growing media. Using a reusable growing media will result in a limited impact on the environment, as opposed to using disposable growing media such as peat moss (a non-renewable resource). Disease Prevention Our plants will be carefully protected from plant diseases caused by plant pathogens, including but not limited to, Pythium spp. and Botrytis cinerea. This will be accomplished through four main strategies: careful greenhouse design, good cultural practices including sanitation of the growing environment, selection of disease resistant cultivars, and the manipulation of environmental conditions in a way that is unfavorable for disease development. Automated greenhouse controls will assist in manipulating the conditions of the growing environment. Post harvest processing will utilize atmospheric controls and proper drying techniques, to ensure that the medicine remains unspoiled by fungi. Utilization of fans and cooling systems to maintain airflow patterns sufficient to prevent of minimize plant disease and insect infestation. A jet fan poly-tube system automated by an atmosphere controller will be used for fresh air intake and air distribution in BHCC's greenhouses. The poly-tube will evenly distribute intake air throughout the greenhouse, and will also aid in air circulation when not bringing in fresh outside air. Circulation fans will be located throughout the greenhouse in order to assist the poly-tube system and ensure proper air- flow within the greenhouse. A highly accurate handheld anemometer will be used to monitor the wind speed throughout the house and around plants, in order to ensure that proper air- flow is being achieved in a uniform fashion. Ensuring that there is adequate air movement in the canopy of plants will keep humidity levels around buds low enough to prevent gray mold from developing. Powerful exhaust fans will be located on the end of the greenhouses. These exhaust fans will also be automated by an atmosphere controller. In addition to the intake and exhaust systems, the greenhouse will utilize automated wall and roof panels that open to allow for air exchange. The intake, exhaust, wall, and roof openings will all be secured by insect netting to prevent the entry of pest insects. The greenhouses will also utilize reverse door fans to keep pests out upon entering and exiting the greenhouses. Breakwater Alternative Treatment Center p.57 of 210

Methods to keep environment free from flowering male plants As previously discussed our production greenhouses will only be populated by female clones from carefully selected stock selected plants that have undergone evaluation for hermaphroditism and show no hermaphroditic tendencies. Procedures for proper sanitation practices to minimize plant disease, and to promptly dispose of diseased plant material in a secured disposal area. Any pathogen-infected or pest infested plant material that is discovered in the greenhouses will be immediately disposed of. In order to properly dispose of infected plant material, BHCC will use an on-site coal burning cinder block incinerator to burn it. Burning plant materials infested with pests or pathogens is an effective way of destroying the pests and/or potential disease inoculum. It will also ensure the secure disposal of any potentially psychoactive plant materials. Records will be kept of all destroyed plants. Recordkeeping of any cultural measures used for plant pest or disease control, including disposal of culled plants Sticky cards will be located in multiple locations throughout BHCC's greenhouses to assist in monitoring for flying insect pests. The sticky cards will feature square grids for more efficient counting of the insects on each card. Once each week a greenhouse manager will collect the cards and record the number of insects per card. The information recorded each week will be stored in a computer file. Using this recordkeeping technique will provide an early indication of the possibility of a growing insect pest population. Managers will frequently release beneficial arthropods into the greenhouses to control pests. Records of when releases are made and how many arthropods are released will be kept on file. Greenhouse management will scout for arthropod pests and for diseases daily to ensure that infestations of pests or diseases are detected early if they do occur. Managers will keep a record of their observations in a notebook. Proper nutrient management including irrigation management is important for plant health and performance. Plant problems that are caused by a lack or excess of nutrients and/or water are considered to be abiotic diseases (disease not caused by pathogen infection). Abiotic plant disease can often be a precursor to biotic plant disease due to suppression or interference with the plants normal immune system responses. In order to prevent abiotic and biotic plant diseases related to nutrients or water, greenhouse managers will utilize a carefully planned fertilization/irrigation schedule. To ensure the proper performance of the fertilization/irrigation schedule the plants nutrient status will be carefully monitored, and so will nutrient solution concentrations in reservoirs. Plants sap will be sampled frequently for nitrate and potassium ion concentrations to monitor for deficiencies or excesses within plant tissues, thus allowing for changes in fertilization to made as necessary. The temperature of the greenhouse air will be measured frequently using a highly accurate handheld thermo-hygrometer. The measured air temperatures will also be compared against leaf temperature measurements measured by a highly accurate handheld infrared thermometer. Calculating the difference between the air and leaf temperature will provide greenhouse managers with information about the health of the plant before problem symptoms become evident, and will provide a very good measure of the irrigation schedule's success. Managers will record the measured air and leaf temperatures and store the data for later use.

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Regulating the conditions of the growing environment is also important to prevent plant diseases. Plant diseases favor certain environmental conditions. For instance the fungus Botrytis cinerea (the cause of grey mold) favors relative humidity above seventy percent. Managers will measure relative humidity and dew point in the greenhouses using a thermo-hygrometer. The thermohygrometer measurements will indicate to the greenhouse management when to make changes to the settings of the automated environmental controls of the greenhouse, in order to prevent disease development. For instance, if a greenhouse is expected to reach the calculated dewpoint in the early morning hours the next day, the minimum temperature setting of the greenhouse controls may be raised to prevent the dewpoint from being reached. As another example, if the greenhouse is significantly above 70 percent relative humidity, the grower may change the settings of the environmental controls to keep the humidity level down. Managers will record thermo-hygrometer measurements and store the information in case further analysis becomes necessary. BHCC will keep record of any plants removed from the greenhouses due to suspicion of the presence of pests or biotic disease. Each plant will be labeled with its own code number when started, which will allow the life history of each plant to be followed through BHCC's records. Although pest infested or pathogen infected plants will be incinerated on-site, record of doing so will be kept in order to remove any suspicion that plants could have been taken off-site. Laboratory Analysis Breakwater Alternative Treatment Center will provide product security and purity to its patients through detailed laboratory analysis of its medical cannabis products. This effort will be developed in partnership with a New Jersey university or private company that owns and operates a state-of-the-art laboratory testing facility. We are currently exploring the possibility of a laboratory and medical research partnership with Rutgers University (working through federal funding restrictions). All medicinal cannabis products produced by BATC will be laboratory tested and patients will be provided with a scientific assessment of the safety and potency of their medicine, prior to ingestion. Testing will be performed on flowers and leaves of all cannabis cultivars prior to making lozenges or topical formulations. The testing techniques will include gas chromatography/mass spectrometry, gas chromatography/flame ionization detection and plate culture analysis. The testing program has two main components: safety screening and potency quantification. Safety screening analyzes and detects contamination of pathogenic molds, which can threaten the health of patients with or without compromised immune systems. Potency quantification provides the percentages of three major cannabinoids: THC, CBD and CBN. Later stages of the program will include the use of patient surveys to develop a comprehensive database of the efficacy of medical cannabis. BATC intends to develop an in depth patient survey and analysis concerning the ingestion levels, techniques and effects in relation to each particular patient condition in conjunction with a New Jersey college or university. BATC patients will be able to access product test results in three ways: 1) labels in display cases, 2) labels on products and 3) a book of complete test results. Product labels will include the percentages for THC, CBD, and CBN. These percentages will be posted in medicine display cases, as well as affixed to the products themselves. A book containing complete spectrometry reports for each product will be available at the service counter for those patients who desire more detailed analytical results. Testing services will commence with the initial launch period to develop and refine the logistics of sample collection and results identification. After these issues are fully addressed, the testing service results will be made widely available to individual patients and potentially to our academic partner for research purposes. These services will include an independent certification component, so patients can be assured that the medicine Breakwater Alternative Treatment Center p.59 of 210

they are purchasing has been thoroughly tested and approved. Summary Breakwater Alternative Treatment Center is fully committed to providing patients with safe, medically effective, and cost effective medicinal cannabis. Through industry leading cultivation techniques and state-of- the-art quality control policies, procedures, and systems, our Chief Cultivator/Horticulturalist will ensure that BATC produces the highest quality, organic and disease free medicinal cannabis. PLEASE SEE ALSO - OPERATION MANUAL SECTIONS 9 & 15.

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Appendix A-1
ARTICLES OF INCORPORATION

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Appendix A-2
BY-LAWS

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Breakwater Alternative Treatment Center Corp. BY-LAWS ARTICLE I MEMBERS 1. Annual Meeting A meeting of the member(s) shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation. 2. Special Meetings Special meetings of the member(s) may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the holders of record of a majority of the members of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof. 3. Place of Meetings Meetings of the members shall be held at such place within or outside of the State of New Jersey may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at an office of the Corporation. 4. Notice of Meetings Notice of each meeting of the members shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting. If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting members to receive payment for their interests, the notice shall include a statement of that purpose and to that effect. A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his address as it appears on the record of the members, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under this Section 4. 5. Waiver of Notice

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Notice of a meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her. 6. List of Members at Meetings A list of the members as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the members upon the request thereat or prior thereto of any member. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be members entitled to vote thereat may vote at such meeting. 7. Qualification of Voters Unless otherwise provided in the Certificate of Incorporation, every member of record shall be entitled at every meeting of the members to one vote for every interest standing in its name on the record of the members. Treasury interests as of the record date and interests held as of the record date by another domestic or foreign corporation of any kind, if a majority of the interests entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be interests entitled to vote or to be counted in determining the total number of outstanding interests. Interests held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such interests into the name of such fiduciary. Interests held by a trustee may be voted by him or her, either in person or by proxy, only after the interests have been transferred into his name as trustee or into the name of his nominee. Interests standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine. No member shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law. 8. Quorum of Members The holders of a majority of the interests of the Corporation issued and outstanding and entitled to vote at any meeting of the members shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the interests of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members. The members who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

9. Proxies Every member entitled to vote at a meeting of the members, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy. Breakwater Alternative Treatment Center p.66 of 210

Every proxy must be signed by the member or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the member who executed the proxy, unless before the authority is exercised written notice of adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary. 10. Vote or Consent of Members Directors shall be elected by a plurality of the votes cast at a meeting of members by the holders of interests entitled to vote in the election. Whenever any corporate action, other than the election of directors, is to be taken by vote of the members, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of members by the holders of interests entitled to vote thereon. Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding interests entitled to vote thereon. Written consent thus given by the holders of all outstanding interests entitled to vote shall have the same effect as an unanimous vote of members. 11. Fixing The Record Date For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of members. Such date shall not be less than ten nor more than fifty days before the date of such meeting, nor more than fifty days prior to any other action. When a determination of members of record entitled to notice of or to vote at any meeting of members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting. ARTICLE II BOARD OF DIRECTORS 1. Power of Board and Qualification of Directors The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.

2. Number of Directors The number of directors constituting the entire Board of Directors shall be the number, not less than three nor more than ten, fixed from time to time by a majority of the total number of members which the Corporation would have, prior to any increase or decrease, if there were no

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vacancies, provided, however, that no decrease shall shorten the term of an incumbent director, and provided further the number of directors must not be less than three. 3. Election and Term of Directors At each annual meeting of members, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided. 4. Quorum of Directors and Action by the Board A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. 5. Meetings of the Board A bi-annual meeting of the Board of Directors shall be held in twice each calendar year with the first meeting being held directly after the annual meeting of members. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any three directors. Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment. Notice must be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Eastern Standard Time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Eastern Standard Time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address. Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director. A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. 6. Resignations Breakwater Alternative Treatment Center p.68 of 210

Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective. 7. Removal of Directors Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the members. ARTICLE III OFFICERS 1. Election of Officers The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person, except that the same person may not hold the offices of President and Secretary unless the person is the sole member of the Corporation and holding of said offices of President and Secretary by such person is permitted under applicable law. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. 2. Other Officers The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 3. Term of Office and Removal Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of members. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights. 4. President The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meetings of the members and the Board of Directors. 5. Vice Presidents The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe. 6. Secretary and Assistant Secretaries

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The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 7. Treasurer and Assistant Treasurers The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 8. Books and Records The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the members, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of New Jersey or at the office of its transfer agent or registrar in the State of New Jersey, if any, a record containing the names and addresses of all members, the number and class of interests held by each and the dates when they respectively became the owners of record thereof.

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The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board. 9. Checks, Notes, etc. All checks and drafts on, and withdrawals from the Corporation's accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the incorporating member or persons thereunto authorized by, or pursuant to resolution of the majority of the members. ARTICLE IV CERTIFICATES AND TRANSFERS OF INTERESTS 1. Forms of Interest Certificates The interest of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The interests may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. Each certificate representing interests issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any member upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the interests of each class of interests, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred interests authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series. Each certificate representing interests shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of New Jersey; (b) the name of the person or persons to whom issued; and (c) the number and class of interests, and the designation of the series, if any, which such certificate represents. As of the date of Formation, the sole shareholder of all certificates of interest in the Corporation is H. Alexander Zaleski. 2. Transfers of Interests No Interests of the Corporation shall be transferable on the record of members upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the interests requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

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3. Lost, Stolen or Destroyed Interest Certificates No certificate for interests of the Corporation shall be issued to anyone but the member(s). No certificate for interests of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed. 4. Dissolution of the Corporation In the Event that the Corporation is dissolved for any reason whatsoever, the Corporation shall proceed with its dissolution pursuant to the laws of the State of New Jersey. ARTICLE V CORPORATE ORGANIZATION 1. Not for Profit Status The Corporation shall be formed and operate as a Not for Profit entity pursuant to the laws of the State of New Jersey. 2. Corporations Tax Exempt Purpose The Corporation shall operate as a tax exempt not for profit entity within the State of New Jersey. The purpose of the Corporation shall be for educational and scientific purposes that qualify for Tax Exempt Not for Profit treatment under the relevant laws of the State of New Jersey. ARTICLE VI Medical Advisory Board 1. Composition of the Medical Advisory Board The Company’s “ Medical Advisory Board” shall consist of a five-member panel comprised of at least three New Jersey Licensed Health Care professionals. Of the at least three health care professionals, at least one of the professional shall be a licensed physician. One Medical Advisory Board Member shall be a current patient registered to receive their medical treatment within the State of New Jersey. At least one Medical advisory Board member shall be a local business owner currently operating a business within the same specified medical service territory as the Company. No current Company employee, officer or board member shall be permitted to serve on the Medical Advisory Board. 2. Medical Advisory Board Meetings The Company’s Medical Advisory Board shall meet no less than twice during any calendar year and the second meeting shall take place within 8 months of the first annual meeting, but no sooner than 4 months after the first annual meeting. The location of the meeting shall be agreed to and determined by the individual members of the Company’s Medical Advisory Board.

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3. Appointment of the Medical Advisory Board The Members of the Medical Advisory Board shall be appointed by the Board of Directors during the first annual meeting of the Board of Directors of the Company each calendar year. Should a member of the Medical Advisory Board resign, become medically unable to fulfill their position or perish at any time, the Board of Directors shall meet within 30 days of the notice of said recognition, notice of illness or notice of death for the purpose of immediately replacing the resigning member of the Medical Advisory Board. 4. Resignation of a member of the Medical Advisory Board Any member of the Medical Advisory Board may resign by 30 days written notice to the Company’s Board of Directors for any reason whatsoever. 5. Purpose of the Medical Advisory Board The purpose of the Medical Advisory Board shall be to provide specific Medical advice to both the officers and the board of Directors of the Company. Additionally, the Medical Advisory Board shall regularly provide the Company’s officers and Board of Directors with any information regarding any medical or technical advances made or discovered in the areas of alternative treatment and specifically the usage of medicinal marijuana.

ARTICLE VII OTHER MATTERS 1. Corporate Seal The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner. 2. Fiscal Year

The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by the Board of Directors. 3. Amendments Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the members at the time entitled to vote in the election of any directors.

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APPENDIX A-3 NON PROFIT STATUS “FORM 1023- UNDER SECTION 501(c)(3) OF THE INTERNAL REVENUE CODE”

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Breakwater Alternative Treatment Center Corp. ARTICLE I MEMBERS 1. Annual Meeting A meeting of the member(s) shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation. 2. Special Meetings Special meetings of the member(s) may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the holders of record of a majority of the members of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof. 3. Place of Meetings Meetings of the members shall be held at such place within or outside of the State of New Jersey may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at an office of the Corporation. 4. Notice of Meetings Notice of each meeting of the members shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting. If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting members to receive payment for their interests, the notice shall include a statement of that purpose and to that effect. A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his address as it appears on the record of the members, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under this Section 4. 5. Waiver of Notice Notice of a meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a Breakwater Alternative Treatment Center p.75 of 210

meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her. 6. List of Members at Meetings A list of the members as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the members upon the request thereat or prior thereto of any member. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be members entitled to vote thereat may vote at such meeting. 7. Qualification of Voters Unless otherwise provided in the Certificate of Incorporation, every member of record shall be entitled at every meeting of the members to one vote for every interest standing in its name on the record of the members. Treasury interests as of the record date and interests held as of the record date by another domestic or foreign corporation of any kind, if a majority of the interests entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be interests entitled to vote or to be counted in determining the total number of outstanding interests. Interests held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such interests into the name of such fiduciary. Interests held by a trustee may be voted by him or her, either in person or by proxy, only after the interests have been transferred into his name as trustee or into the name of his nominee. Interests standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine. No member shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law. 8. Quorum of Members The holders of a majority of the interests of the Corporation issued and outstanding and entitled to vote at any meeting of the members shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the interests of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members. The members who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

9. Proxies Every member entitled to vote at a meeting of the members, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.

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Every proxy must be signed by the member or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the member who executed the proxy, unless before the authority is exercised written notice of adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary. 10. Vote or Consent of Members Directors shall be elected by a plurality of the votes cast at a meeting of members by the holders of interests entitled to vote in the election. Whenever any corporate action, other than the election of directors, is to be taken by vote of the members, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of members by the holders of interests entitled to vote thereon. Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding interests entitled to vote thereon. Written consent thus given by the holders of all outstanding interests entitled to vote shall have the same effect as an unanimous vote of members. 11. Fixing The Record Date For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of members. Such date shall not be less than ten nor more than fifty days before the date of such meeting, nor more than fifty days prior to any other action. When a determination of members of record entitled to notice of or to vote at any meeting of members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting. ARTICLE II BOARD OF DIRECTORS 1. Power of Board and Qualification of Directors The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age. 2. Number of Directors The number of directors constituting the entire Board of Directors shall be the number, not less than three nor more than ten, fixed from time to time by a majority of the total number of members which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director, and provided further the number of directors must not be less than three. 3. Election and Term of Directors Breakwater Alternative Treatment Center p.77 of 210

At each annual meeting of members, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided. 4. Quorum of Directors and Action by the Board A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. 5. Meetings of the Board A bi-annual meeting of the Board of Directors shall be held in twice each calendar year with the first meeting being held directly after the annual meeting of members. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any three directors. Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment. Notice must be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Eastern Standard Time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Eastern Standard Time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address. Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director. A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. 6. Resignations Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take

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effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective. 7. Removal of Directors Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the members. ARTICLE III OFFICERS 1. Election of Officers The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person, except that the same person may not hold the offices of President and Secretary unless the person is the sole member of the Corporation and holding of said offices of President and Secretary by such person is permitted under applicable law. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. 2. Other Officers The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 3. Term of Office and Removal Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of members. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights. 4. President The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meetings of the members and the Board of Directors. 5. Vice Presidents The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe. 6. Secretary and Assistant Secretaries The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing Breakwater Alternative Treatment Center p.79 of 210

committees when required. The Secretary shall give or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 7. Treasurer and Assistant Treasurers The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 8. Books and Records The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the members, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of New Jersey or at the office of its transfer agent or registrar in the State of New Jersey, if any, a record containing the names and addresses of all members, the number and class of interests held by each and the dates when they respectively became the owners of record thereof. The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall Breakwater Alternative Treatment Center p.80 of 210

have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board. 9. Checks, Notes, etc. All checks and drafts on, and withdrawals from the Corporation's accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the incorporating member or persons thereunto authorized by, or pursuant to resolution of the majority of the members. ARTICLE IV CERTIFICATES AND TRANSFERS OF INTERESTS 1. Forms of Interest Certificates The interest of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The interests may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. Each certificate representing interests issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any member upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the interests of each class of interests, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred interests authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series. Each certificate representing interests shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of New Jersey; (b) the name of the person or persons to whom issued; and (c) the number and class of interests, and the designation of the series, if any, which such certificate represents. As of the date of Formation, the sole shareholder of all certificates of interest in the Corporation is H. Alexander Zaleski. 2. Transfers of Interests No Interests of the Corporation shall be transferable on the record of members upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the interests requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require. 3. Lost, Stolen or Destroyed Interest Certificates No certificate for interests of the Corporation shall be issued to anyone but the member(s). No certificate for interests of the Corporation shall be issued in place of any certificate alleged to Breakwater Alternative Treatment Center p.81 of 210

have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed. 4. Dissolution of the Corporation In the Event that the Corporation is dissolved for any reason whatsoever, the Corporation shall proceed with its dissolution pursuant to the laws of the State of New Jersey. ARTICLE V CORPORATE ORGANIZATION 1. Not for Profit Status The Corporation shall be formed and operate as a Not for Profit entity pursuant to the laws of the State of New Jersey. 2. Corporations Tax Exempt Purpose The Corporation shall operate as a tax exempt not for profit entity within the State of New Jersey. The purpose of the Corporation shall be for educational and scientific purposes that qualify for Tax Exempt Not for Profit treatment under the relevant laws of the State of New Jersey.

ARTICLE VI Medical Advisory Board 6. Composition of the Medical Advisory Board The Company’s “ Medical Advisory Board” shall consist of a five-member panel comprised of at least three New Jersey Licensed Health Care professionals. Of the at least three health care professionals, at least one of the professional shall be a licensed physician. One Medical Advisory Board Member shall be a current patient registered to receive their medical treatment within the State of New Jersey. At least one Medical advisory Board member shall be a local business owner currently operating a business within the same specified medical service territory as the Company. No current Company employee, officer or board member shall be permitted to serve on the Medical Advisory Board. 7. Medical Advisory Board Meetings The Company’s Medical Advisory Board shall meet no less than twice during any calendar year and the second meeting shall take place within 8 months of the first annual meeting, but no sooner than 4 months after the first annual meeting. The location of the meeting shall be agreed to and determined by the individual members of the Company’s Medical Advisory Board. 8. Appointment of the Medical Advisory Board Breakwater Alternative Treatment Center p.82 of 210

The Members of the Medical Advisory Board shall be appointed by the Board of Directors during the first annual meeting of the Board of Directors of the Company each calendar year. Should a member of the Medical Advisory Board resign, become medically unable to fulfill their position or perish at any time, the Board of Directors shall meet within 30 days of the notice of said recognition, notice of illness or notice of death for the purpose of immediately replacing the resigning member of the Medical Advisory Board. 9. Resignation of a member of the Medical Advisory Board Any member of the Medical Advisory Board may resign by 30 days written notice to the Company’s Board of Directors for any reason whatsoever. 10. Purpose of the Medical Advisory Board The purpose of the Medical Advisory Board shall be to provide specific Medical advice to both the officers and the board of Directors of the Company. Additionally, the Medical Advisory Board shall regularly provide the Company’s officers and Board of Directors with any information regarding any medical or technical advances made or discovered in the areas of alternative treatment and specifically the usage of medicinal marijuana.

ARTICLE VII OTHER MATTERS 1. Corporate Seal The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner. 2. Fiscal Year The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by the Board of Directors. 3. Amendments Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the members at the time entitled to vote in the election of any directors.

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Part IV: Narrative Description of Your Activities
Introduction The Breakwater Alternative Treatment Center (“Breakwater”) concept was created to infuse horticultural innovation and sympathetic treatment into the medicinal marijuana industry. Breakwater is committed to combining mental and physical health in a format previously inaccessible to terminal and other patients. Breakwater plans to bring this concept to fruition through the use of “green” growing techniques to create an affordable medicinal marijuana product in a concerned and compassionate setting bringing both physical and mental relief to qualifying patients. Breakwater Alternative Treatment Center will operate on a long-term basis as a strictly nonprofit corporation. It is clear that for at least the first two years operating expenses will exceed revenues. Once that is no longer the case and the reverse becomes true, BATC will allocate excess funds to a mix of the needs of the patients and caregivers, capital investment in energy saving programs and contributions to other charitable and non-profit organizations in the state of New Jersey. At no time will excess revenue inure to the benefit of any individual person or member of Breakwater Alternative Treatment Center. After evaluating the medical marijuana industry nationwide and taking into account the needs of patients in New Jersey, Breakwater Alternative Treatment Center has determined estimates for Breakwater Alternative Treatment Center p.84 of 210

an Alternative Treatment Center located City of Manalapan located in Monmouth County and a cultivation site in New Egypt located in Ocean County. We have chosen these cities due to our long established relationships with community leaders and residents within the City of Manalapan and the surrounding communities as well as New Egypt and the surrounding areas. The Concept Breakwater Alternative Treatment Center will operate on a long-term basis as a strictly nonprofit corporation. It is clear that for at least the first two years operating expenses will exceed revenues. Once that is no longer the case and the reverse becomes true, BATC will allocate excess funds to a mix of the needs of the patients and caregivers, capital investment in energy saving programs and contributions to other charitable and non-profit organizations in the state of New Jersey. For example, BATC will establish a fund and allocate a percentage of excess funds to pay for patient licenses and medicine for those patients that cannot afford to pay themselves. At no time will excess revenue inure to the benefit of any individual person or member of Breakwater Alternative Treatment Center Corp. The Company intends to produce the highest quality medicinal marijuana using the most environmental and cost effective growing techniques. Employing a growing system using organic pest controls, sunlight and recyclable water and resources, Breakwater intends to produce the finest product at the lowest cost. This method will ultimately enable Breakwater to pass its production savings on to its patients. Along with its medicinal marijuana production, Breakwater intends to provide free Chiropractic services and a library of information on the use of medicinal marijuana and holistic healing.

APPENDIX A-4

CERTIFICATE OF GOOD STANDING Breakwater Alternative Treatment Center p.85 of 210

(TO BE PROVIDED UNDER SEPARATE COVER)

APPENDIX B-1 INITIAL COMMITMENT LETTER- CULTIVATION SITE

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APPENDIX B-2 INITIAL COMMITMENT LETTER- DISPENSARY

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APPENDIX B-3 DISPENSARY REAL ESTATE LETTER

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APPENDIX C Zoning Map & Aerial Map

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APPENDIX D-1 Cultivation Map- Proximity to School

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APPENDIX D-2 Dispensary Map- Proximity to School

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APPENDIX E Zip Code Map

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APPENDIX E Zip Code Map

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APPENDIX F Resumes Curriculum Vitae

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C u r r i c u l u m

V i t a e

( C V )

VICTOR J. COPPOLA, CGP, CEM
ENVIRONMENTAL PLANNER / LAND USE CONSULTANT / SCIENTIST 2105 Princeton Ct, Box 136 • Allenwood, NJ 08720 @victorverde0927 P(732)223-2073 • F(732)359-6376 • C(732)685-5636 @greenworksLLC Email: vjcoppola@greenworksllc.com • www.greenworksLLC.com PERSONAL PROFILE: Mr. Coppola’s diverse environmental and strategic planning background offers a unique perspective of existing and potential environmental and planning issues that affect land related projects, corporate social responsibility & environmental. Mr. Coppola is the founder and Managing Member of GreenWorks Environmental, LLC (GWE) a Land Use, Environmental Science and Green Design / Build firm that offers complete ecofriendly / sustainability consulting services to developers of commercial, industrial and residential projects; private clients; governmental agencies; allied professionals; business owners and individuals targeted for environmental violations. SUMMARY OF QUALIFICATIONS • NJ Pinelands Comm. • Mitigation Oversight • Corp Social Responsblty • Zoning Change • Mold Investigations • Feasibility Assessments • Well Water Quality • Site Remediation Plans • Groundwater Analysis • US Army Corps of Eng. • Sustainable Site Assmnt • Coastal Bluffs & Dunes • Landfill Closure • Impact Assessments • Shoreline Preservation • Notice of Violations / AO • Ordinance Review • Class A, B, C Recycling • UST Investigations • Redevelopment Planning • Regulatory Negotiations • Farm Managmnt Plans • Woodlands Management • Habitat Assessments • T&E Surveys • Dredge Analysis & Plans • Waterfront Development • Day Care Licensure • Fiscal Impact Analysis • Environmental Inventory • ADA / Barrier Free • Residential & Park Sites • ISRA Compliance • Real Estate Tax Appeals • NJDEP & EPA Permits • Dam Issues Guidance • Remedial Action Work Plans (RAWP) • Resource Management Plans (RMP) • Ecological Risk Assessments (ERA) • Visual Impact Assessments (VIA) • Historic Impact Assessments (HIA) • Special Activity Waivers (SAW) • NJDEP Wetlands Delineation (LOI) • Environmental Impact Statement (EIS) • Coastal Area Facilities Rev. Act(CAFRA) • Forensic Site Investigations (FSI) • Habitat Conservation & Mngmnt Plans • Americans w/Disability Act (ADA) • Enviro Compliance Monitoring (ECM) • Dock, Bulkhead & boardwalk Permits

• Phase I & II – Enviro Site Assmnt. (ESA) • NJDEP Preliminary Assessments (PA) • Wetland Ecology, Revegetation and Restoration • Letter of Authorization (LOA) • Discharge Prevention Containment and Countermeasures (DPCC) • Mediation & Settlement Agreements in Lieu of a Permit • Site Investigations (SI) requiring extensive sampling (soils, air, water, etc)

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PROFESSIONAL TRAINING, CERTIFICATIONS & CONTINUING EDUCATION

PP - NJ State Board of Professional Planners (State Planners Exam 2008 / Lic. Pndg) AICP - American Institute of Certified Planners (AICP Qualified / Lic. Pending) CEM - Certified Environmental Manager (Environmental Assessment Association) CGP – Certified Green Professional (National Association of Home Builders / NAHB) CLR – Certified LiveRoof Design, Installation & Maintenance (Live Roof, LLC) CRP – Certified RainXchange Professional (AquaScape) • • • • • • • • • • • • • • • • • • • • • • • • • Rainwater Recycling Systems – Aquascapes (2010) Green Roof Design, Installation and Maintenance – Living Roof Systems (2009) Green Building for Building Professionals – NAHB (2009) Business Management for Building Professionals – NAHB (2009) Energy Audit Workshop – Stockton College (2009) Environmental Funding Opportunities – Rutgers / NJDEP (2008) Underground Storage Tank Regulatory Training – Rutgers / NJDEP (2008) Carbon Inventory Training – Stockton College (2008) Wetlands Mitigation Planning – Water Budgeting – Rutgers / NJDEP (2008) Ecological Risk Assessment Practice & Protocols – Rutgers / NJDEP (2008) Site Remediation Basics-Workplans, Methods & Reports – Rutgers / NJDEP (2007) Coastal Program Rules and Regulations – NJDEP (2006) Digital Photography for Field Investigations – Rutgers (2005) Pond Design and Management – Rutgers / NJDEP (2004) Green Design Techniques for Residential & Commercial Projects – Rutgers (2004) GIS for Environmental Analysis and Mapping – Rutgers (2004) Vernal Pool Identification and Registration – Stockton College (2003) Mold Assessment, Mitigation and Remediation – Rutgers (2003) Advanced Wetlands Delineation – Rutgers / NJDEP (2003) Threatened & Endangered Species of N. & S. NJ – Rutgers / NJDEP (2003) St. John’s Island • Marine Research Project (1981) Captive Breeding of Atlantic Green Sea Turtles, Cayman Islands, BWI (1980) Herpetological Habitat, Nutritional and Breeding Requirements (1974 – Present) Herpetological Field Sampling Methods (1974 – Present) Professional Tutelage Under Nicholas V. Coppola PLS, PP, CLA (1964 – Present)

EDUCATION

• Wake Forest University (Winston-Salem, NC) 1989 Master of Business Administration (MBA) / strategic planning & negotiations. Paper & Training: “Business Valuation & Ownership Transition Strategies for Small Private Firms”

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Outward Bound Leadership Training Program – Charlotte, NC Private Tutor – Chemistry and Biology • North Carolina State University (Raleigh, NC) 1986 Bachelor of Science (BS) in Biology / concentration: wildlife biology and microbiology Teacher’s Aide – Biology & Microbiology Private Tutor – Genetics and Microbiology • Point Pleasant Boro High School (Point Pleasant, NJ) 1982 High School Diploma, college preparatory, concentration: life sciences Papers & Research Project: “Captive Breeding and Nutritional Requirements of the Common Map Turtle” “A Collection of Botanical Species, Trees & Flowers – Monmouth / Ocean Co., NJ” Boy Scouts of America / Eagle Project – Community Avian Habitat Enhancement
EXPERT REPORTING & TESTIMONY

Court Matter Proficiency: Michaels vs. Holly River Estates (2008-2011) – Enviro permitting matters associated with redevelopment of residential property with numerous environmental constraints. High Point Insurance Co vs. Hughes & Sons Oil Co. / East Orange, NJ (20092011) – Soil & Groundwater impacts from alleged supplier induced UST failure. NJDEP vs. Jersey Gas / Lakewood, NJ (20010 – 2011) – Environmental impacts assoc. w/ gas station underground storage tank (UST’s) and notice of violations. Campbell’s Junction Shopping Center Vs. Middletown Twp.(2008-2011) – Monmouth County Construction Board of Appeals, ADA / NJ Barrier Free Subcode mall rehabilitation accessibility issues. 2010 Township Withdraws Case. Sim Family Farm vs. NJDEP – Environmental impacts associated with filing wetlands, clearing wooded wetlands, illegal stream crossing on 130 ± acre farm. Leeds vs. Lakewood Twp Tax Assessor – private lot representation as to environmental impacts affecting land valuation. NJDEP vs. Good Tree Farm – Organic Farm - Wetlands, Transition Areas, Flood Plains, Top-of-Bank, & wetlands restoration. Case Ongoing Court Appointed Environmental Specialist - for Ocean County Superior Court under Judge Kline (2002 – 2007). NJDEP Vs. Mota – Farmland Reclamation - Wetlands, Transition Areas, Flood Plains, Top-of-Bank, Solid waste fill & wetlands restoration. Case Ongoing Cellar Vs. Howell Twp – Property Tax Assessment Challenge / Taxes reduced for non-usable wetlands / Farmland status preserved / farm tax credits applied. Lurvey Vs. Davis – Residential Redevelopment - Wetlands & transition areas impacting redevelopment opportunities. Special Activity Waiver settled dispute. NJDEP Vs. Steve Becker, Becker Tree Service & Wayne Pomanowski – Wood Pulp & Firewood Operation – AO / NOV / Wetlands and transition areas, Solid Waste, Class B Recycling, stream impacts, unauthorized dams. NJDEP Vs. Cardella Trucking – Recycling Center - Permit Revocation / Administrative Order / Notice of Violations (NOV) / Class B Recycling Center, Transfer Station & Rail Yard Transfer activities.

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NJDEP Vs. Mazza Demolition – Recycling Center - Wetlands, Transition Areas, Vernal Pool, Class A & B Recycling Center Permits, Transfer Station, Solid Waste and Landfill issues. Seagull Square Shopping Center – ADA accessibility issues regarding mall rehabilitation. Case dismissed with prejudice. Delran Shopping Center – ADA accessibility issues regarding Mall rehabilitation and expansion. Case settled. Bricktown Shopping Center – ADA accessibility issues regarding Mall rehabilitation. Case withdrawn. • Adjudicatory Hearings Involving: Public Access to Waterfront – For private residential, commercial and marina sites surrounding facilities requirements and existing public access. Wetlands Restoration – Residential / commercial and farmlands where wetland impacts were negotiated as to wetlands line, restoration and compensation. Shoreline Stabilization – Residential development denied shoreline restoration and stabilization device. Negotiated contribution for “Letter of Authorization”. Shellfish Bed Impacts - CAFRA denial for dock impacts to shellfish beds. Case reviewed, monetized and a significantly reduced settlement agreed upon. CAFRA Coverage Requirements – Consecutive residential / industrial lots under same / pecuniary ownership interests subject to reduced coverage requirements. Negotiations w/NJDEP involving historic use and transference of coverages. Waterfront Structures – Upland area expansion denial due to illegal waterfront structures. Research yielded Historic USACOE approvals / permits. Dunes & Coastal Bluffs – Redevelopment of residential facility located on primary dune. Historic architectural plans verified foundation location from 1956 and voluntary dune stabilization allowed project to be settled and move forward. Planning Board / Zoning Board / Tax Assessor / Council testimony regarding environmental issues such as: Wetlands & Habitat Assessments Pesticide Impacts Environ. Impact Statement (EIS) Phase I & II Enviro Assessments Fiscal Impacts / Tax Appeals Woodlands Management Plans Restrictive Easements Residential Wind Turbines Local, County & State workshop negotiations involving: Cluster Development Options Re-Zoning Opportunities Parks and Recreation Projects Tree Preservation / Relocation Public Improvements Constrained Site Development Development / RSIS Guidelines Public Access to the Waterfront

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● Professional Speaking Engagements: East Coast Green (2010) – Lecture at the NJ Architects annual meeting on the pros and cons of Green Roof Technologies here and abroad, Applications & obstacles to consider when designing / installing living green roof systems. County College Green Curriculum – Green Mindset & Living Green Roofs (2010) – Adjunct Faculty Member for Ocean County College offering series of green centric continuing education programs. “Environmental Problem Solving - Howland Hook Marine Terminal Expansion” (2010) – Adjunct Faculty Member for New Jersey Institute of Technology offering Master Degree & PhD program candidates insight into the broad array of environmental / sustainability issues assoc. w/waterfront development land use. “Sustainable Lunch Series” (2010) – In process of coordinating monthly educational sessions with the NYC Architecture firm of Cooper, Robertson & Partners geared towards green / sustainable design, urban land use and construction practices. “Assorted Environmental Issues / Q&A” – Conduct Quarterly environmental educational sessions for the West Long Branch Environmental Commission. “Beyond the Typical Home Inspection” (2010) – Conduct monthly educational sessions to International Assoc. of Home Inspectors (NACHI) regarding site inspection issues that go beyond your typical home inspection. “Site Constraints to Land Development” (2005 – 2008) – Conducted quarterly for the BLSJ, The SBCJ and the AIA (Local Chapter) where the following land development focus topics were held: • “The Simple 6-lot Subdivision” • “The Rarely Seen Aboveground Storage Tank (AST) Serpent” • “Waterfront Dvlpmnt Adjoining Redevlpmnt Zone Under Active Remediation” “Photography, Graphics & Imagery Associated w/Environmental Due Diligence” Conducted for local area New Jersey High School Career Days. “The Songs of New Jersey’s Frogs & Toads” (2004-2010) – Conducted for local area New Jersey High School Career Days.
RECENT PROJECTS / SERVICES PROVIDED

Wind Turbine • Wall, NJ – Residential Site Environmental – Limited EIS associated with township’s 1st residential wind turbine. Planning – Zoning Board consultation & testimony regarding variances needed. Project Portfolio http://www.flickr.com/photos/greenworksllc/sets/72157625660523160/ Herschel Street Landfill • Galloway, NJ – Municipal Landfill Environmental – Environmental investigations associated with formal landfill closure activities. In addition, Pinelands has oversight and their own special requirements. Planning – Initial indications reveal site contamination and public interest in project.

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PLB Properties • Brick, NJ – Commercial Rehabilitation Environmental – Freshwater & Tidal wetlands, CAFRA, Special Activity Waivers, Transition area averaging, habitat restoration Project Portfolio http://www.flickr.com/photos/greenworksllc/sets/72157623646513121/ Jesel Valvetrain • Lakewood, NJ – Industrial Facility Environmental – ISRA Compliance, Groundwater mercury contamination, Site Investigation Reporting, Preliminary Assessment submission. Planning – Baseline Ecological Evaluation, submission / clean-up strategies. Project Portfolio - http://www.flickr.com/photos/greenworksllc/sets/72157623484674315/ Mazza Demolition • Tinton Falls, NJ – Transfer & Recycling Center Environmental – Wetlands restoration regarding AO and numerous NOV’s Planning – Habitat impact mitigation regarding industrial subdivision. Cardella Trucking • North bergen, NJ – Transfer & Recycling Center Environmental – File review regarding AO and numerous NOV’s. Planning – NJDEP Permit renewal negotiations and settlement options. Willows @ the Shore • Lakewood, NJ - 133 Unit Active Adult Community Environmental - Wetlands, Stream Encroachment, EIS, CAFRA & SGP Planning – Environmental constraints mapping via GIS. Jakes Branch County Park • Beachwood, NJ - 400 Acre County Park Environmental – Coordination Wetlands Delineation, EIS, T&E Species Survey. Site Remediation – Piezometer installation and monitoring coordination. Planning – Environmental constraints mapping via GIS. Hoffman’s Marina • Brielle, NJ - 20 Unit Waterfront Townhouses Environmental – Waterfront Dev., CAFRA, EIS, Phase I/II, Shellfish Assessment. Site Remediation – Soil & Groundwater Sampling associated w/UST removal. Planning – Environmental constraints mapping via GIS. Brielle Yacht Club • Brielle, NJ - 60 Unit Waterfront Townhouses Environmental – Waterfront Development Permit, CAFRA, EIS, Phase I ESA, Coastal GP for bulkhead replacement, Habitat Assessment for coastal shellfish. Site Remediation – Soil & groundwater sampling associated with UST removal. Planning – Environmental constraints mapping via GIS. Victorian Pines • Bayville, NJ - 42 Unit Housing Project & Linear Development Environmental –CAFRA, EIS, Habitat Assessment, toluene/benzene contamination. Planning – Environmental constraints mapping via GIS. Hickory Farms • Bayville, NJ - 350 Unit Housing Project Environmental – CAFRA, EIS, Habitat Assessment, adjoining superfund site. Planning – Environmental constraints mapping via GIS and GPS. Johnson Park • Jackson, NJ – 65 Acre Park Environmental – Phase I ESA, Habitat Assessment, Phase II ESA - Pesticides Planning – Environmental constraints mapping via GIS and GPS. Lanes Mill Commercial Center • Howell, NJ – 35 ± Acre Commercial Center Environmental – Phase I & II ESA, Wetlands, Woodlands Management Plan, C-1 Planning – Environmental constraints mapping via GIS and GPS, change use. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 109 of 210

Project Portfolio http://www.flickr.com/photos/greenworksllc/sets/72157625623354619/ Armstrong Estates • Jackson, NJ – 30 Lot Subdivision Environmental – Phase I & II ESA, Habitat Assessment and Wetlands / LOI permits. Planning – Environmental constraints mapping via GIS and GPS. Metedeconk Estates • Jackson, NJ – 1,200 Unit Adult Community Environmental – Wetlands, T&E Species Survey for Swamp Pink (Helonias bullata). Planning – Environmental constraints mapping via GIS and GPS. AH Sayreville • Sayreville, NJ – 150 Room 10 Story Waterfront Hotel Environmental – Phase I & II ESA, Wetlands Delineation, LOI Application/permits. Planning – Environmental constraints mapping via GIS and GPS. Manahassett Creek Park • City of Longbranch, NJ – City’s Largest Parks Project Environmental –Wetlands Delineation, CAFRA, Phase II ESA, Enviro Oversight. Planning – Environmental constraints mapping via GIS and GPS. Lakewood Cogeneration Power Plant (Phase II) • Lakewood, NJ Environmental –Wetlands Delineation, CAFRA, Phase I & II ESA, Enviro Oversight. Planning – Environmental constraints mapping via GIS and GPS.
THREATENED & ENDANGERED SPECIES SURVEY EXPERIENCE

Private Residential Lot – Brick, NJ (2008) – Submerged Aquatic Vegetation (SAV) survey for pier dock project at the confluence of the Metedeconk River and the Barnegat Bay. Evaluated submerged marine habitat for eelgrass (Zostera marina) and Widgeon Grass (Ruppia Maritima). Private Residential Lot – Manchester, NJ (2003 – 2006) - Timber Rattlesnake (Crotalis horridus - Endangered) and Northern Pine Snake (Pituophis m. melanoleucus Threatened); Randomized and Transect Visual Surveys. 7-Lot Residential Subdivision – Manchester, NJ (2003 – 2006) - Timber Rattlesnake (Crotalis horridus - Endangered). Randomized and Transect Visual Surveys. Retreat at Manchester (500 ± Lot Active Adult Community) • Manchester, NJ (2001) - Timber Rattlesnake (Crotalis horridus - Endangered), Northern Pine Snake (Pituophis m. melanoleucus - Threatened) and Corn Snake (Elaphe g. Guttata Endangered); Randomized and Transect Visual Surveys coupled with Trapping. Jakes Branch County Park • Beachwood, NJ (1998 & 2005) - Pine Barrens Tree Frog (Hyla andersonii), Northern Pine Snake (Pituophis m. melanoleucus - Threatened) and Corn Snake (Elaphe g. Guttata - Endangered). Randomized and Transect Visual Surveys coupled with extensive local property owner interviews and literature review. Leisure Village retirement communities • Lakewood, NJ (1979 - 1980) - Several herpetological species were encountered during and after construction (Northen Black Racer - Coluber constrictor constrictor, Northern Pine Snake - Pituophis m. melanoleucus, Eastern Hog Nosed Snake - Heterodon platirhinos, Eastern Gartner Snake - Thamnophis sirtalis sirtalis, and several turtle species. . The habitat assessments, T&E surveys and species relocation performed predates currently utilized protocols and were not required at the time of this project. Early morning and late afternoon opportunistic and transect visual BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 110 of 210

inspections of construction areas were performed where individual specimens found were captured by hand and relocated. Airport Road Extension • Lakewood, NJ (1978) - As part of the design and construction of Airport Road, several species of snakes were found to be using the road for sunning during and after construction which resulted in numerous snake vehicular fatalities. Early morning and late afternoon roadside visual inspections were performed where individual specimens found sunning on the new road were captured by hand and relocated. The area of the project site contained suitable habitat and wetland environs as well as significant food sources and known associated species for the species documented. After several months, snake vehicular fatalities diminished. The following snake species were captured and relocated: Northen Black Racer Snake - Coluber c. constrictor, Corn Snake - Elaphe g. Guttata, Northern Pine Snake - Pituophis m. melanoleucus, Eastern Gartner Snake Thamnophis sirtalis sirtalis,
PROFESSIONAL WORK HISTORY

GreenWorks Environmental, LLC • Allenwood, NJ (2007 – Present) - Managing Member / Environmental Planner / Consultant. Perform / coordinate environmental & planning for land development, site remediation & sustainability projects. D. W. Smith Associates, LLC • Farmingdale, NJ (2001 – 2007) – Principal / Director of Environmental Services. engineering, surveying, planning, landscape architecture and environmental / site remediation firm. Royal Mail • London, UK (1999 – 2001) - Regional Sales Manager / International Services. Western US international markets relations management. Environmental / Business Consultant • San Francisco, CA (1996 – 2000) – Owner. Environmental and business startup / development consultation. Jordan Pace & Co., Inc • Fort Collins, CO (1991 – 1996) – General Manager. Import / specialty home décor / retail & wholesale operations. Merck & Company • Rahway, NJ (1989 – 1991) – Sales. efficacy and pharmacology of Merck cardiovascular, anti-hypertensive, NSAID and ophthalmic drugs. North Carolina Department of Agriculture • Raleigh, NC (NCSU, 1984 – 1986) – Lab Assistant / Apiculture Research Assistant. Apiary management and lab research surrounding honey bee infestation with Tracheal Mites. North Carolina State University Marine Research • Raleigh, NC (1983 – 1984) – Lab assistant / Phytoplankton Research. Maintained phyto and zooplankton specimens for use in naval grant research. North Carolina State University Microbiology Research • Raleigh, NC (1982 – 1983) – Lab assistant / Gel Electrophoresis Prep. / Specimen Culture Maintenance. Boulevard Veterinary Hospital • Raleigh, NC (1982 – 1986) – Lab Technician. Lab duties, administration of medications & injections, animal screenings, surgical assistant. D.W. Smith Associates, PA • Lakewood, NJ (1978 – 1982) – Print Boy / Survey Field Technician / Environmental Specialist. Summertime: print room, survey field technician and environmental specialist. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 111 of 210

Veterinary / Laboratory Experience (1977 – 1982) – Throughout High School, worked for the Toms River Veterinary Hospital, Pleasant Plains Veterinary Hospital, Jersey Shore Veterinary Emergency Service and the Point Pleasant Veterinary Hospital in numerous capacities which revolved around veterinary assistant and lab technician duties of domesticated, wild and exotic animal species. BOARD MEMBER / COMMITTEES / ACTIVE REGISTRATION • • • • • • • • • Boy Scouts of America / Jersey Shore Council - Executive Board. Board Member of the National Eagle Scout Association (NESA) Builders League of South Jersey (Action & Green Building Committee-Chair) National Association of Home Builders NJ Builders Association (NJBA) (Pinelands & Environmental Committee) American Planning Association (APA) and the New Jersey Chapter of the APA Pinelands Preservation Alliance NJDEP, Div of Fish, Game & Wildlife Conservation Corps United States Green Building Council (USGBC)

PERSONAL

Born in Newark, Essex County, NJ; Married with a son and daughter; and an Eagle Scout. Other interests include: Boy Scout Volunteer, Camping, Hiking, Whitewater Kayaking, Fly Fishing, Snow Sports, Bee Keeping, Gardening, Photography and a Greener Lifestyle.
REFERENCES Furnished upon request.

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Amy Klauber, ESQ. Secretary & Board Member 1500 Allaire Avenue, Suite 101, Ocean, NJ 07712 DOB – 3/31/1965 Experience Legal and Related: Amy B. Klauber, Esq., / Klauber & Klauber, LLP 1998 - Present Self-Employed General Practitioner Partner in a general practice firm with offices in New York and New Jersey, concentrating primarily on various aspects of family law matters, civil litigation and contract negotiations and transactions, including personal injury, medical malpractice, breach of contract, construction claims, commercial claims and real estate. Office of the Public Defender – Parental Representation Unit, April 2008-Present Pool Attorney for the Office of the Public Defender protecting parental rights in cases regarding removal of children in DYFS litigation. Senior Associate, 1991 - 1996; 1997 - 1998 PULVERS, PULVERS, THOMPSON & KUTNER, P.C. New York, New York Manage caseload in excess of 150 plaintiff personal injury/medical malpractice and defense medical malpractice cases, handle all aspects of file from client intake through verdict, significant client contact, negotiate settlements, research, write and argue motions/appeals, conduct depositions. Associate, 1996 - 1997 AARONSON, RAPPAPORT, FEINSTEIN & DEUTSCH, LLP New York, New York Analyze, create and implement defense strategy in medical malpractice cases from inception through all stages of litigation. Report findings to managing partners and to insurance carriers. Deans Fellow, 1988 - 1990 WASHINGTON COLLEGE OF LAW/AMERICAN UNIVERSITY Washington, DC Taught legal research and writing to first year law students, created and graded assignments, including memorandum of law, wrote legal briefs and memoranda as models for the class, conducted individual counseling sessions with students. Law Clerk, 1988 - 1989 SOLLER, SINGER & HORN Washington, DC/New York, New York BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 113 of 210

Researched issues regarding general import/export law, contract law, negligence, corporate, real estate and administrative law. Drafted protests to administrative agencies regarding proposed and existing regulations and their ramifications on specific or general class of clients. Other: Advisory Board Member, 2010-Present LEGAL AID SOCIETY OF MONMOUTH COUNTY, INC. Volunteer. Review applications for aid by indigent residents of Monmouth County and vote on acceptance of the matters. Participate in meetings with Board members concerning furthering the objectives of the organization. Member, Board of Directors, 2010 – Present KIWANIS OF MANALAPAN Volunteer. Plan and implement events and fund raising activities to further the goals and objectives of the organization. Advisory Board Member, 1992 - 1998 CAUSE EFFECTIVE New York, New York Volunteer. Plan and implement special events and individual donor campaigns for purposes of raising funds and friends for nonprofit management consulting organization, participate in meetings with Board members concerning furthering the objectives of the organization, participate in workshop concerning effectively planning special events. Washington College of Law/American University Washington, DC Juris Doctor 1990 University of Massachusetts Amherst, MA Bachelors of Business Administration, 1987 Major: Finance Minor: Economics Admissions: Admitted New York Bar 1991 Admitted New Jersey Bar 1990

Education:

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Richard Klauber, ESQ Medical Advisory Board Member 1500 Allaire Avenue, Suite 101, Ocean, NJ 07712 Professional Experience: Klauber & Klauber, LLP, 2004 - Present Partner Responsible for managing all cases from inception through conclusion in areas of civil litigation, construction litigation, tort litigation, breach of contract, contract negotiation, general business/commercial law, family law and real estate. Manalapan Township, 2007-2009 Mayor, 2009; Committeeman 2007-2008 Elected to a three-year term for town council. 2 year member of the Planning Board, Police Commissioner, finance/budget committee, environmental commission and public works liaison. Lead Committeeman for union contract negotiations. Certified Municipal Attorney, pending Completion of municipal attorney diplomat program and related examinations offered by New Jersey Institute of Continuing Legal Education in conjunction with the New Jersey Institute of Local Government Attorneys (NJILGA) which covers all aspects of municipal law. Topics include Open Public Meetings Act, OPRA, labor law, COAH, land use, planning and zoning, ordinance and resolution requirements, budgeting etc. Certified Civil Mediator, 2007 – Present Act as a mediator for alternative dispute resolution of civil related matters. Middlesex County College, 2005-2008 Adjunct Professor Develop curriculum and teach construction law course with emphasis on contract s, lien laws, public bids, bonds and consumer fraud. Cohen, Kuhn & Associates 1997 - 2003 Senior Litigation Associate Responsible for legal analysis, litigation and reporting in connection with the defense of significant high exposure case load in the areas of general negligence, products liability, construction, dental malpractice, motor vehicle and coverage issues from inception through trial and appeal as well as preparing calendar assignments for staff. Menagh, Trainor, Mundo & Falcone, 1996 - 1997 Senior Litigation Associate Responsible for significant caseload management in the areas of construction litigation, labor law, workers compensation, real estate and insurance coverage issues from inception through trial and appeal. Lead council for NYC Taxi Union in NYC Traffic Courts. Jacobowitz, Garfinkel & Lesman, Esqs. 1990 - 1996 BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 115 of 210

Litigation Associate In-house defense counsel for major international insurance carrier specializing in labor and construction law. Responsible for direction of substantial caseload from inception through trial with heavy emphasis upon discovery matters, depositions, motions and court appearances. Edelman, Schoenfeld & Weinberg, 1988 - 1990 Litigation Associate Involved with all aspects of litigation practice in the areas of commercial transactions, products liability, medical malpractice and personal injury. Steven M. Coren, P.C., 1987 - 1988 Litigation Associate Involved with all aspects of commercial litigation and labor law. Responsible for legal research and writing, drafting pleadings, motions and appeals. Education: State University of New York at Buffalo Faculty of Law and Jurisprudence Buffalo, New York Juris Doctor: June, 1987 Estimated Class Rank: Top 25% Honors: Research & Writing, Civil Procedure, International Dispute Settlement, International Business Transactions, Labor law State University of New York at Oswego Oswego, New York Bachelors of Science, December, 1980 Major: Business Administration, concentrating in accounting Honors: Deans List, President & Treasurer Zeta Chi Zeta Fraternity Continuing Legal Education 1988 - Present Attendance at seminars run by various legal entities, including NITA, New York State Trial Lawyers and New Jersey Institute of Continuing Education involving review of major decisions in tort, labor and construction law, land use, COAH, Municipal Law and trial training technique. Admissions: New York State Bar, March, 1988 United States District Court, Southern District New York, 1988 United States District Court, Eastern District New York, 1988 New Jersey State Bar, 2000 District Court, New Jersey, 2000

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Maureen M. Ivers RPh Medical Advisory Board Member 5 Estella Drive, Flemington, NJ 08822 DOB – 09/14/1955 NJ Registered Pharmacist w/a background in both retail pharmacy & pharmaceutical industry. Professional Experience Ikaria, Clinton, NJ 8/2010-Present Drug Safety Specialist, Pharmacovigilance • • • • • • • • Understand FDA Code of Federal Regulations (CFR) and International Conference on Harmonisation (ICH) safety guidelines pertaining to serious adverse event (SAE) and medical device reporting (MDR). Assess both individual clinical and spontaneous adverse event reports for seriousness, labeling status, and relatedness Follow-up on reports of adverse events received in conjunction with medical device complaints and assess for seriousness, labeling, and relatedness. Review all adverse event report documents and prepare a narrative of the event. Capture details of the adverse event and device complaint (when applicable) in the Adverse Event Reporting System (AERS) utilizing MedDRA to code the adverse events and patient medical history. Perform case follow-up according to standard operating procedures (SOP) to obtain clarifying or supplemental information. Prepare Investigational New Drug (IND), New Drug Application (NDA), and Medical MDR safety reports for review by the Drug Safety Physician. Submit IND, NDA and MDR safety reports to the Food and Drug Administration (FDA) according to regulation timelines and submit copies of these reports to business partners and notifying bodies according to company standard operating procedures (SOP). 7/2008- 8/2010

ImClone Systems, Branchburg, NJ Sr. Drug Safety Specialist • • • • • • • • •

Trained and mentored new Drug Safety Specialists Managed case workload to assure on-time regulatory reporting. Provided initial review of safety reports prepared by Drug Safety Specialists Performed database searches and prepared standard and adhoc reports for risk management purposes. Assessed individual case safety reports for seriousness, labeling status, and relatedness. Reviewed adverse event report documents and prepared a narrative of the event Reviewed safety data captured in the company drug safety database (ARISg) to assure accuracy and proper MedDRA coding. Prepared 7-Day and 15-Day IND safety reports Perform case follow-up according to SOP to obtain clarifying or supplemental information. p. 117 of 210

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Johnson and Johnson Family of Companies

1999 to 2008

Centocor Ortho Biotech Services, LLC, Bridgewater, NJ 3/2004 to 7/2008 Johnson & Johnson Consumer Products, Skillman, NJ 1/1999 to 3/2004 Medical Information and Customer Communications Specialist • Responded promptly and professionally to requests for information on marketed products. • Captured details of spontaneous adverse events (AE’s), product quality complaints (PQC’s), and consumer and healthcare professional inquiries in the Customer Relationship Management (CRM) reporting system utilizing appropriate coding for future reporting purposes. • Prepared Adverse Event (AE) and Product Quality Complaint (PQC) reports on marketed products for review by internal regulatory and product quality departments for FDA reporting obligations. • Interacted with business partners to resolve customer inquires or complaints. • Developed work processes and guidance documents and assisted in the updating of SOPs Sanofi Aventis (formerly Hoechst Marion Roussel) 1997 to 1998

Pharmaceutical Sales Representative MARKETED ALLEGRA, ALTACE AND AMARYL TO HEALTHCARE PROFESSIONALS INITIALLY AS A CONTRACTOR AND LATER AS A DIRECT EMPLOYEE. • Made district-meeting presentations to help increase product knowledge of sales force. • Coordinated efforts with team members to maximize sales opportunities within the territory. • Presented features and benefits of promoted products to Healthcare Professionals (HCPs). • Utilized pharmaceutical knowledge to make solid comparisons against competing products. • Demonstrated effective probing skills to engage the HCP in discussions about products. • Prepared progress and expense reports. • Managed a yearly budget RETAIL PHARMACIST EXPERIENCE Village Prescription Pharmacy, Neshanic, NJ 1993 to 1998 Shop Rite Pharmacy, Hillsborough, NJ 1986 to 1996 Baron Drugs, Cranford, NJ 1978 to 1986 • Acted as preceptor to pharmacy students during their retail pharmacy internship rotations. • Dispensed medications according to physician orders, after reviewing patient medication history/disease states for possible interactions or contraindications. • Consulted with physicians regarding drug interactions and drug safety issues. • Consulted with insurance carriers to obtain proper authorizations. • Provided patient consultation on both prescription and OTC medications. • Responsible for inventory control and regulatory audits. EDUCATION BS in Pharmacy, Rutgers College of Pharmacy, Piscataway, New Jersey PROFESSIONAL LICENSE New Jersey Board of Pharmacy 1978 to Present BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 118 of 210

Sue Lefkowitz, BSN, RN, C 572 Clubhouse Drive • Middletown, NJ 07748 (732) 533-5608 • SLF430@aol.com Nursing license # 26NR05620400 WORK EXPERIENCE: Independent Legal Consulting Review and analyze medical records for attorneys in connection with medical malpractice claims. Provide reports containing summary of facts and findings. Spring 08-10 Outcomes, Inc. HEDIS Project Field Reviewer Scanned and uploaded relevant documents from medical records for insurance company review 1989-Present Riverview Medical Center, Red Bank Labor and Delivery- ‘Clinical Scholar” 2002-present Responsible for total nursing care of patients from admission until transfer to post partum unit. Responsibilities Include: Fetal monitor assessment and interventions Labor assessment Use and management of pitocin and prostaglandins Assessment & care of patients with preterm labor, preeclampsia, and other complications of pregnancy/labor & delivery Assisting in natural and assisted vaginal births Scrubbing and circulating for Cesearian deliveries Post anesthesia care Starting and maintaining IV sites, phlebotomy Frequent “charge nurse” on unit 1978-1987 N.Y.U. Medical Center, New York, NY Obstetrics Team Leader Rotated through Labor & Delivery, Postpartum, and Nursery; responsible for patient care in each of these areas EDUCATION AND CERTIFICATIONS: 1978 Trenton State College, B.S., Nursing 2009 NALS (Neonatal Advanced Life Support) certification 2009 ACLS (Advanced Cardiac Life Support) certification 2008 Electronic Fetal Monitor Certified by the National Certification Corporation for the Obstetric, Gynocologic, and Neonatal Nursing Specialties (NCC) 2010 BCLS (Basic Cardiac Life Support) certification 2006 AWHONN (Association of Women’s Health, Obstetric, and Neonatal Nursing Nurses) National Convention (4 days) 2000 Fetal Monitor Certified by AWHONN 1993 Certification in Inpatient Obstetrical Nursing by NCC MEMBERSHIPS: 1996-Present Delivery Room Committee (Riverview Medical Center) Develops policies and procedures for the OB unit BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 119 of 210

Ashif Jiwa 444 Madison Avenue, Suite 1805 New York, NY 10022 Website: www.bluemarkassetmanagement.com Email: ashif@bluemarkassetmanagement.com AREAS OF KNOWLEDGE: Marketing Developed and maintained promotional portfolio for publicly traded companies, investor/public and media relations Developed marketing plan formats and feasibility studies Comprised statistical analysis report, conducted contract negotiation with joint venture partners and manufacturers Designed product packaging, promo print and reading material Acquired and maintained accounts for trade publications and news media Business Consultant Assisted clients in new business ventures on a consulting basis Prepared detailed business plan and proposals Structured corporate entities business Advised clients on sources of venture capital, private equity capital, money management, collections, market analysis, promotion and personal consulting. Directed clients in the procedures of obtaining government grants and loans Provided direction in avenues of fund raising campaigns and special events Assisted in developing editorial services and communication programs for clients Consulted with clients (private companies desiring to go public on a nationally recognized stock exchange in Canada, U.S. or European markets) Recommended appropriate vehicles IPO’s vend-ins and reverse take over’s Provided vehicle selected by clients (US shell, Canadian Shell & SPAC) Provided brokerage house for sponsorship Selected brokers, broker dealers for distribution of equity Assisted in financing pre/post IPO secondary financing and treasury financing Liaison to after market activities i.e.: 1. Investor relations 2. Additional services requested by client Management/Administration Planned corporate development of sales oriented product distribution organization Composed financial projection, short and long range financial planning Developed costing and revenue programs, budgets and financial statements Organized and implemented staffing procedures for inside and field sales teams Interviewing, supervising, training and staff evaluations PROFESSIONAL EXPERIENCE: 2010-Present Charter Logic Companies, Inc. p. 120 of 210

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Private Air Charter & Cargo Brokerage Company To date Procured $1M USD in funding. 2007- Present Visiomed International Inc. (Medicalinov) Medical Device Company Currently being financed. Netspace, Florida Corp Board Member & Investor Web Design Company Established association with Z-Max Capital Vancouver, BC Hendrix Corp, U.S. & China Entity Water purification Company Procured $10M in financing. Took company public on NASDAQ, BB High End Ventures, U.S. – Canadian entity (Electrolinks Corp) Communications Company Procured $1M in financing Took company public on NASDAQ,BB 2002-2004 Diomed Holdings (MA) Medical Device Company Took Company public on Amex stock exchange Procured $10M USD in financing Bluemark Asset Management investment $200K USD Media Fusion LLC (TX) Communications Company Introduced company to Quebec government environment & Hydro Quebec for deployment of technology both in CA & U.S. Bluemark Asset Management investment $100K USD Procured $25m in financing Established Bluemark Asset Management LLC (Florida Corp) 2003 Stanford International Bank (TX, Antigua) Introduced bank to Canadian environment. Bank opened office in Quebec in 2005 Bluemark Asset Management Inc. Quebec, CA Founder BSI 2000 Texas Consulting Procurement of Funding Not Even the Trees (1998)- Motion Picture New York, NY Executive Producer Seagal/Nasso Productions Personal investment $250K USD Panascope Capital Vancouver BC Partner, Investment Banking Services p. 121 of 210

2007 2004-2006

2001-Present 2001-2002 1997-1998

1999-2001

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1992-1999

Nadira Enterprises Inc. Vancouver, BC Founder Merchant Banking Services OPM Management Corp. Vancouver, BC Partner Investment Banking Services Safe-T-Strip Industries Vancouver, BC Founder Established 35 retail franchise stores International Bulk Food Center Founder Vancouver, BC

1992-1995

1990-1992

1987-1989

EDUCATION Undergraduate degree: University of San Diego Graduate Studies: MBA Wharton School of business Fluent in English and French

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Rimol Greenhouses Company History In 1994, Bob Rimol, founder of Rimol Greenhouse Systems, decided to leave New Jersey to relocate to New Hampshire and, Rimol Greenhouse Systems began as a manufacturer’s representative specializing in structures and systems. However, Bob soon realized the need to build a better “mouse trap” and set out to customize greenhouse technology to suit the needs of his customers. Bob contacted a fellow University of Vermont graduate who had settled in Williston, Vermont. Combining their talents in engineering and horticulture with a mutual entrepreneurial spirit, the first Rimol Greenhouse was designed. Today, Rimol Greenhouse Systems has expanded their product line to include a number of freestanding greenhouses, a gutter connect greenhouse called the Matterhorn, shade structures, benches and an entire line of products to compliment the greenhouse structures. All greenhouses have been developed to be economical, yet rugged enough to handle the harshest snow and wind loads that New England and other regions of the country endure. Rimol Greenhouse Systems now has products all over the United States. John Wells joined the Rimol Greenhouse Systems team in 2005 to cover sales and service of the New England region. John brings with him a wealth of knowledge and experience from his diverse background in the Greenhouse and horticulture industry. After attending Louisiana Tech University, John went to work for a large grower in Virginia. It was there that John learned to appreciate the luxury of automation, and gained an understanding of the sensitive needs of a growing environment. Up for an adventure and a change of scenery, John moved to the West Coast, working for a grower in California who specialized in vegetative propagation. Eventually, the lure of family connections drew John and his wife to New Hampshire to settle and raise their family. Upon his return to New England, John worked for a grower in a fast paced, marketing-oriented company. It was this experience that led John in the direction of sales, and to his current position at Rimol Greenhouse Systems. “This industry is a great one, as there are so many levels to apply yourself. You can choose to be well connected to the earth and farm or be on the cutting edge of biotechnology or somewhere in between. Being is sales allows me to meet so many people all over the region. I see hard work, talent and ability come together into success. This is an exciting time in our industry. Things are changing quickly, sometimes more quickly than we like, and improvements are happening just as fast.”

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Joan E. Zaleski, CFP® Advisor 427 Main Road, Westhampton Beach, NY 11978 DOB: 7/10/1946 Joan E. Zaleski, CFP® has worked in the financial services industry since 1986 as a planner focusing on taxes, retirement, asset protection and executive benefits, including stock management strategies to minimize concentration and taxes. She works with high net worth families, executives, professionals and business owners and their advisors to develop and implement planning strategies to minimize estate and income taxes while maintaining control through the use of trusts, gifting, income shifting, valuation discounts and freeze techniques. Utilizing a comprehensive process of goal defining, data gathering, evaluation and holistic analysis to identify inconsistencies that may exist in a client’s current planning she is able to offer simple and flexible solutions to complex problems to help clients more efficiently achieve their goals and bring balance to their lives. She works with clients and a team of experts to test the short and long term implications of various planning strategies and facilitates the coordination and implementation of the plan with clients and their other advisors. Several years ago recognizing a void she began conducting workshops for not for profits to educate members of the special needs community on the need for a long term plan that coordinates their personal intent and objectives, unique family dynamics, other documents, financial resources and public policy with the needs of their loved one(s) with developmental disabilities. She works with families to help them define their long term goals, identify obstacles and provide trusted tools to assure a successful plan that will preserve both personal financial resources and public benefits. She introduces them to other specialists trained in all aspects of working with the special needs community, makes available resources to guide them through the financial, legal and entitlement issues of transitioning, assists in creating a life plan, which includes employment training, if feasible, and helps them to prepare for the housing crisis they are facing by educating them on the innovative solutions being developed.

Experience:

Center for Wealth Preservation 2005 – Present MML Investor Services, Inc. Sagemark Consulting/ Lincoln Financial Advisors 2002 – 2005

Joan E. Zaleski, CFP® 1990 – 2002 Park Avenue Securities, LLC previously Guardian Investor Services Corp Maran, DeBaun, Cruise and Simonson 1988 - 1990 BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 124 of 210

Lincoln Financial Services Corp Lincoln Financial Advisors 1986 - 1988 Elite Linen and Laundry Services, Inc. 1974 – 1986 Philip Band Executive Assistant to President Liaison in business, financial, tax and legal matters with executive’s advisors and represented him at real estate closings and in other business matters. Connecticut General Life Insurance Company 1968 – 1969 1970 – 1971 Education: College of New Rochelle New Rochelle, NY Bachelor of Arts 1968 Concentration: French College for Financial Planning 1994 - 1996 Certified Financial Planner Board of Standards 1997 Denver, Colorado Certified Financial Planner Designee Additional: American College 2008 – Present Bryn Mawr, PA Special Care Planner Program and working towards new Chartered Special Needs Consultant designation Financial Planning Association Volunteer in the 9/11 Financial Planning Relief Services Program Securities Licenses: Series 6, 7, 22 and 63 New York, New Jersey, Connecticut, California, Massachusetts and Florida

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Appendix G

Breakwater Alternative Treatment Center Draft Operations Manual

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Breakwater Alternative Treatment Center Corp. TABLE OF CONTENTS SECTION 1 - INTRODUCTION 1.1 Changes In Policy 1.2 Employment Applications 1.3 Employment Relationship SECTION 2 - DEFINITIONS OF EMPLOYEE STATUS “Employees” Defined SECTION 3 - EMPLOYMENT POLICIES 3.1 Non-Discrimination 3.2 Non-Disclosure/Confidentiality 3.3 New Employee Orientation 3.4 Probationary Period For New Employees 3.5 Office Hours 3.6 Lunch Periods 3.7 Break Periods 3.8 Personnel Files 3.9 Personnel Data Changes 3.10 Inclement Weather/Emergency Closings 3.11 Performance Review And Planning Sessions 3.12 Outside Employment 3.13 Corrective Action 3.14 Employment Termination 3.15 Safety 3.16 Health Related Issues 3.17 Employee Requiring Medical Attention 3.18 Building Security 3.19 Insurance On Personal Effects 3.20 Supplies; Expenditures; Obligating The Company 3.21 Expense Reimbursement 3.22 Parking 3.23 Visitors In The Workplace 3.24 Immigration Law Compliance SECTION 4 - STANDARDS OF CONDUCT 4.1 Attendance/Punctuality 4.2 Absence Without Notice 4.3 Harassment, Including Sexual Harassment 4.4 Telephone Use 4.5 Public Image 4.6 Substance Abuse Policy 4.7 Tobacco Products 4.8 Internet Use BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 127 of 210

SECTION 5 - WAGE AND SALARY POLICIES 5.1 Wage Or Salary Increases 5.2 Timekeeping 5.3 Overtime 5.4 Paydays SECTION 6 - BENEFITS AND SERVICES 6.1 Insurance 6.2 Cobra Benefits 6.3 Social Security/Medicare 6.4 Simple IRA 6.5 Vacation 6.6 Record Keeping 6.7 Holidays 6.8 Jury Duty/Military Leave 6.9 Educational Assistance 6.10 Training And Professional Development SECTION 7 - EMPLOYEE COMMUNICATIONS 7.1 Staff Meetings 7.2 Bulletin Boards 7.3 Suggestion Box 7.4 Procedure For Handling Complaints SECTION 8 – ALTERNATIVE CENTER OVERSIGHT 8.1 Introduction 8.2 Daily & Weekly Duties 8.3 Open Door Policy SECTION 9 – SALES DEPARTMENT OPERATIONS 9.1 Operations Manual Overview 9.2 The Role Of The Sales Department 9.3 Product knowledge 9.4 Sales Floor Layout 9.5 Cleanliness & Organization 9.6 Record Keeping And Patient Confidentiality 9.7 Dispensing Medical Marijuana 9.8 Patient Admittance, Disenrollment and Assumption of Risk 9.9 Sales Opening Checklist 9.10 Sales Closing Checklist SECTION 10 – MEMBER SERVICES DEPARTMENT OPERATIONS 10.1 Operations Manual Overview 10.2 The Role Of The Member Services Department 10.3 Upholding The Mission & Vision Statements 10.4 Member Services Department Structure BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 128 of 210

10.5 Member Services Department Scheduling 10.6 Aesthetics, Cleanliness, & Organization 10.7 Member Services Opening Checklist 10.8 Member Services Closing Checklist SECTION 11 – PROCESSING DEPARTMENT OPERATIONS 11.1 Operations Manual Overview 11.2 The Role Of The Processing Department 11.3 Typical Day In Processing 11.4 Misc. Processing Room Policies 11.5 Individual Processing “Styles” 11.6 Processing Opening Checklist 11.7 Manager Only Duties 11.8 Processing Closing Checklist 11.9 Manager Only Duties SECTION 12 – HUMAN RESOURCES & EMPLOYEE SECURITY POLICIES 12.1 Each Employee's Responsibility 12.2 Door Protocol 12.3 Workplace Violence 12.4 Workplace Searches 12.5 No Weapons In The Workplace 12.6 In An Emergency 12.7 Tobacco Smoking In The Workplace 12.8 Substance Abuse 12.9 Job Descriptions 12.10 Employment Contracts SECTION 13 – SAFETY DEPARTMENT 13.1 Operations Manual Overview 13.2 Role Of The Safety Department 13.3 Our Approach To Safety & Security 13.4 Employee Security 13.5 Daily Log 13.6 Opening Procedure Breakdown 13.7 Closing Procedure 13.8 Personal Safety And Crime Prevention 13.9 Emergency Preparedness Plan 13.10 Bomb Threat Procedures 13.11 External Disaster Procedures 13.12 Fire Procedures 13.13 Earthquake Procedures 13.14 Tornado Warning Procedures SECTION 14 – INVENTORY CONTROL DEPARTMENT 14.1 Operation Manual Overview BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 129 of 210

14.2 The Role Of The Inventory Department 14.3 Inventory Department Administration 14.4 General Inventory Dept. Policies 14.5 Inventory Associate Daily Duties 14.6 Cash Management/Till Drops 14.7 Credit Card Machine Issues 14.8 Monthly Inventory Count 14.9 Inventory Opening Checklist 14.10 Inventory Closing Checklist SECTION 15 – EDUCATIONAL DEPARTMENT 15.1 Educational Policy 15.2 Frequently Asked Questions 15.3 Tracking Useful Data 15.4 Example Of Educational Materials 15.5 Education On Packaging & Labeling 15.6 Education On Strains SECTION 16– CRITICAL INCIDENT REPORTING 16.1 Identify And Record The Incident 16.2 Prepare For The Review 16.3 Running The Review 16.4 Keeping A Record SECTION 17- SAMPLE EMPLOYMENT CONTRACTS

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SECTION 1 INTRODUCTION This Manual is designed to acquaint you with Breakwater Alternative Treatment Center and provide you with information about working conditions, benefits, and policies affecting your employment. The information contained in this Manual applies to all employees of Breakwater Alternative Treatment Center. Following the policies described in this Manual is considered a condition of continued employment. However, nothing in this Manual alters an employee’s status. The contents of this Manual shall not constitute nor be construed as a promise of employment or as a contract between the Company and any of its employees. The Manual is a summary of our policies, which are presented here only as a matter of information. You are responsible for reading, understanding, and complying with the provisions of this Manual. Our objective is to provide you with a work environment that is constructive to both personal and professional growth. This operations manual shall remain available for inspection by the Department of Health and Senior Services and any other authorized government agency upon request. 1.1 CHANGES IN POLICY This Manual supersedes all previous employee manuals and memos that may have been issued from time to time on subjects covered in this Manual. However, since our business and our organization are subject to change, we reserve the right to interpret, change, suspend, cancel, or dispute with or without notice all or any part of our policies, procedures, and benefits at any time. We will notify all employees of these changes. Changes will be effective on the dates determined by the Company, and after those dates all superseded policies will be null. No individual supervisor or manager has the authority to change policies at any time. If you are uncertain about any policy or procedure, speak with your direct supervisor. 1.2 EMPLOYMENT APPLICATIONS We rely upon the accuracy of information contained in the employment application and the accuracy of other data presented throughout the hiring process and employment. Any misrepresentations, falsifications, or material omissions in any of this information or data may result in exclusion of the individual from further consideration for employment or, if the person has been hired, termination of employment. 1.3 EMPLOYMENT RELATIONSHIP You enter into employment voluntarily, and you are free to resign at any time for any reason or no reason. Similarly, Breakwater Alternative Treatment Center is free to conclude its relationship with any employee at any time for any reason or no reason. Following the probationary period, employees are required to follow the Employment Termination Policy (See Section 3.13).

SECTION 2 DEFINITIONS OF EMPLOYEES STATUS “EMPLOYEES” DEFINED An “employee” of Breakwater Alternative Treatment Center is a person who regularly works for BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 131 of 210

Breakwater Alternative Treatment Center on a wage or salary basis. “Employees” may include exempt, non-exempt, regular full-time, regular part-time, voluntary and temporary persons, and others employed with the Company who are subject to the control and direction of Breakwater Alternative Treatment Center in the performance of their duties. EXEMPT Employees whose positions meet specific criteria established by the Fair Labor Standards Act (FLSA) and who are exempt from overtime pay requirements. NON-EXEMPT Employees whose positions do not meet FLSA criteria and who are paid one and one-half their regular rate of pay for hours worked in excess of 40 hours per week. REGULAR FULL-TIME Employees who have completed the 90-day probationary period and who are regularly scheduled to work 35 or more hours per week. Generally, they are eligible for the Company’s benefit package, subject to the terms, conditions, and limitations of each benefit program. REGULAR PART-TIME Employees who have completed the 90 day probationary period and who are regularly scheduled to work less than 35 hours per week. Regular part-time employees are eligible for some benefits sponsored by the Company, subject to the terms, conditions, and limitations of each benefit program. TEMPORARY (FULL-TIME or PART-TIME) Those whose performance is being evaluated to determine whether further employment in a specific position or with the Company is appropriate or individuals who are hired as interim replacements to assist in the completion of a specific project or for vacation relief. Employment beyond any initially stated period does not in any way imply a change in employment status. Temporary employees retain that status until they are notified of a change. They are not eligible for any of the Company’s benefit programs. PROBATIONARY PERIOD FOR NEW EMPLOYEES A new employee whose performance is being evaluated to determine whether further employment in a specific position or with Breakwater Alternative Treatment Center is appropriate. When an employee completes the probationary period, the employee will be notified of his/her new status with Breakwater Alternative Treatment Center.

SECTION 3 EMPLOYMENT POLICIES 3.1 NON-DISCRIMINATION In order to provide equal employment and advancement opportunities to all individuals, employment decisions at Breakwater Alternative Treatment Center will be based on merit, qualifications, and abilities. Breakwater Alternative Treatment Center does not discriminate in employment opportunities or practices because of race, color, religion, sex, national origin, age BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 132 of 210

or disability. Breakwater Alternative Treatment Center will make reasonable accommodations for qualified individuals with known disabilities unless doing so would result in an undue hardship. This policy governs all aspects of employment, including selection, job assignment, compensation, discipline, termination, and access to benefits and training. Employees with questions or concerns about discrimination in the workplace are encouraged to bring these issues to the attention of their supervisor. Employees can raise concerns and make reports without fear of reprisal. Anyone found to be engaging in unlawful discrimination would be subject to disciplinary action, including termination of employment. 3.2 NON-DISCLOSURE/CONFIDENTIALITY The protection of confidential business information and trade secrets is vital to the interests and success of Breakwater Alternative Treatment Center. Such confidential information includes, but is not limited to, the following examples: Compensation data, Financial information, Marketing strategies, Pending projects and proposals, Proprietary growing and production processes, Personnel/Payroll records, and Conversations between any persons associated with the company. All employees are required to sign a non-disclosure agreement as a condition of employment. Employees who improperly use or disclose trade secrets or confidential business information will be subject to disciplinary action, including termination of employment and legal action, even if they do not actually benefit from the disclosed information. 3.3 NEW EMPLOYEE ORIENTATION Orientation is a formal welcoming process that is designed to make the new employee feel comfortable, informed about the company, and prepared for their position. New employee orientation is conducted by a Human Resources representative, and includes an overview of the company history, an explanation of the company core values, vision, and mission; and company goals and objectives. In addition, the new employee will be given an overview of benefits, tax, and legal issues, and complete any necessary paperwork. Employees are presented with all personal key codes, keys, biometrics setup and procedures needed to navigate within the workplace. The new employee’s supervisor then introduces the new hire to staff throughout the company, reviews their job description and scope of position, explains the company’s evaluation procedures, and helps the new employee get started on specific functions. 3.4 PROBATIONARY PERIOD FOR NEW EMPLOYEES The probationary period for regular full-time and regular part-time employees lasts up to 90 days from date of hire. During this time, employees have the opportunity to evaluate our Company as a place to work and management has its first opportunity to evaluate the employee. During this introductory period, both the employee and the Company have the right to terminate employment without advance notice. Upon satisfactory completion of the probationary period, a 90-day review will be given and benefits will begin as appropriate. All employees, regardless of classification or length of service, are expected to meet and maintain Company standards for job performance and behavior (See Section 4, Standards of Conduct). 3.5 OFFICE HOURS Breakwater Alternative Treatment Center office is open for business from 9 a.m. to 7 p.m. Monday through Saturday, except for Holidays (See Section 6.7, Holidays). The standard workweek is 40 hours of work (see Section 5.3, Overtime). In the computation of various BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 133 of 210

employee benefits, the employee workweek is considered to begin on Sunday (starting at 12:01 a.m.) through Saturday (ending at 12:00 a.m.), unless a supervisor makes prior other arrangement with the employee. 3.6 LUNCH PERIODS Employees are allowed a one-hour lunch break. Lunch breaks generally are taken between the hours of 11 a.m. and 2:00 p.m. on a staggered schedule so that your absence does not create a problem for co-workers or clients. 3.7 BREAK PERIODS Breakwater Alternative Treatment Center does not provide for employees to break during production activities except for the above outlined lunch period. If employees have unexpected personal business to take care of, they must notify their direct supervisor to discuss time away from work and make provisions as necessary. Personal business should be conducted on the employee’s own time. Employees who do not adhere to the break policy will be subject to disciplinary action, including termination. 3.8 PERSONNEL FILES Employee personnel files include the following: job application, job description, résumé, records of participation in training events, salary history, records of disciplinary action and documents related to employee performance reviews, coaching, and mentoring. Personnel files are the property of Breakwater Alternative Treatment Center, and access to the information is restricted. Management personnel of Breakwater Alternative Treatment Center who have a legitimate reason to review the file are allowed to do so. Employees who wish to review their own file should contact their supervisor or Human Resources Representative. With reasonable advance notice, the employee may review his/her personnel file in Company’s office and in the presence of their supervisor or Human Resources Representative. 3.9 PERSONNEL DATA CHANGES It is the responsibility of each employee to promptly notify their supervisor or Breakwater Alternative Treatment Center Human Resources Department of any changes in personnel data such as Mailing address, Telephone numbers, Name and number of dependents, and Individuals to be contacted in the event of an emergency. An employee’s personnel data should be accurate and current at all times. 3.10 INCLEMENT WEATHER/EMERGENCY CLOSINGS At times, emergencies such as severe weather, fires, or power failures can disrupt company operations. The decision to close the office will be made by the Executive Staff. When the decision is made to close the office, employees will receive official notification from their supervisors. Time off from scheduled work due to emergency closings will be unpaid for all nonexempt employees. However, if employees would like to be paid, they are permitted to use vacation time if it is available to them. 3.11 EMPLOYEE PERFORMANCE REVIEW AND PLANNING SESSIONS Supervisors will conduct performance reviews and planning sessions with all regular full-time and regular part-time employees after six months of service. Supervisors may conduct informal BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 134 of 210

performance reviews and planning sessions more often if they choose. Performance reviews and planning sessions are designed for the supervisor and the employee to discuss his/her current job tasks, encourage and recognize attributes, and discuss positive, purposeful approaches for meeting work-related goals. Together, employee and supervisor discuss ways in which the employee can accomplish goals or learn new skills. The planning sessions are designed for the employee and his/her supervisor to make and agree on new goals, skills, and areas for improvement. Breakwater Alternative Treatment Center directly links wage and salary increases with performance. Your performance review and planning sessions will have a direct effect on any changes in your compensation. For this reason among others, it is important to prepare for these reviews carefully, and participate in them fully. New employees will be reviewed at the end of their probationary periods (see Section 3.3, Probationary Period for New Employees). After the initial review, the employee will be reviewed according to the regular semi-annual schedule. 3.12 OUTSIDE EMPLOYMENT Employees may hold outside jobs in non-related businesses or professions as long as the employee meets the performance standards of their job description with Breakwater Alternative Treatment Center. Unless an alternative work schedule has been approved by Breakwater Alternative Treatment Center, employees will be subject to the company’s scheduling demands, regardless of any existing outside work assignments. Breakwater Alternative Treatment Center’s office space, equipment, and materials are not to be used for outside employment. 3.13 CORRECTIVE ACTION Breakwater Alternative Treatment Center holds each of its employees to certain work rules and standards of conduct (see Section 4). When an employee deviates from these rules and standards, Breakwater Alternative Treatment Center expects the employee’s supervisor to take corrective action. Corrective action at Breakwater Alternative Treatment Center is progressive. That is, the action taken in response to a rule infraction or violation of standards typically follows a pattern increasing in seriousness until the infraction or violation is corrected. The usual sequence of corrective actions includes an oral warning, a written warning, probation, and finally termination of employment. In deciding which initial corrective action would be appropriate, a supervisor will consider the seriousness of the infraction, the circumstances surrounding the matter, and the employee’s previous record. Though committed to a progressive approach to corrective action, Breakwater Alternative Treatment Center considers certain rule infractions and violations of standards as grounds for immediate termination of employment. These include but are not limited to: theft in any form, insubordinate behavior, vandalism or destruction of company property, being on company property during non-business hours, the use of company equipment and/or company vehicles without prior authorization by Executive Staff, untruthfulness about personal work history, skills, or training, divulging Company business practices, and misrepresentations of Breakwater Alternative Treatment Center to a patient, a prospective patient, the general public, or an employee. 3.14 EMPLOYMENT TERMINATION Termination of employment is an inevitable part of personnel activity within any organization, and many of the reasons for termination are routine. Below are a few examples of some of the most common circumstances under which employment is terminated: BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 135 of 210

Resignation – voluntary employment termination initiated by an employee. Termination–involuntary employment termination initiated by Breakwater Alternative Treatment Center. Layoff–involuntary employment termination initiated by Breakwater Alternative Treatment Center for non-disciplinary reasons. When a non-exempt employee intends to terminate his/her employment with Breakwater Alternative Treatment Center is based on mutual consent, both the employee and Breakwater Alternative Treatment Center have the right to terminate employment at will, with or without cause during the Introductory/Probationary Period for New Employees (See Section 3.3, Introductory/Probationary Period for New Employees). Any employee who terminates employment with Breakwater Alternative Treatment Center shall return all files, records, keys, and any other materials that are property of Breakwater Alternative Treatment Center. No final settlement of an employee’s pay will be made until all items are returned in appropriate condition. The cost of replacing non-returned items will be deducted from the employee’s final paycheck. Furthermore, any outstanding financial obligations owed to Breakwater Alternative Treatment Center will also be deducted from the employee’s final check. Employee’s benefits will be affected by employment termination in the following manner. All accrued vested benefits that are due and payable at termination will be paid. Some benefits may be continued at the employee’s expense (See Section 5, Benefits) if the employee elects to do so. The employee will be notified of the benefits that may be continued and of the terms, conditions, and limitations. 3.15 SAFETY Breakwater Alternative Treatment Center provides information to employees about workplace safety and health issues through regular internal communication such as: Training sessions Team meetings Bulletin board postings Memorandums Other written communications Each employee is expected to obey safety rules and exercise caution and common sense in all work activities. Employees must immediately report any unsafe conditions to their supervisor. Employees who violate safety standards, cause hazardous or dangerous situations, or fail to report, or where appropriate, remedy such situations, may be subject to disciplinary action including termination of employment. In the case of an accident that results in injury, regardless of how insignificant the injury may appear, employees should notify their supervisor (See Section 3.16, Employee Requiring Medical Attention). 3.16 HEALTH-RELATED ISSUES Employees who become aware of any health-related issue, including pregnancy, should notify their supervisor and Human Resources Representative of health status. This policy has been instituted strictly to protect the employee. A written “permission to work” from the employee’s doctor is required at the time or shortly after notice has been given. The doctor’s note should specify whether the employee is able to perform regular duties as outlined in his/her job description. A leave of absence may be granted on a case-by-case basis. If the need arises for a leave of absence, employees should notify their supervisor and Human Resources Representative. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 136 of 210

3.17 EMPLOYEE REQUIRING MEDICAL ATTENTION In the event an employee requires medical attention, whether injured or becoming ill while at work, the employee’s personal physician must be notified immediately. If it is necessary for the employee to be seen by the doctor or go to the hospital, a family member will be called to transport the employee to the appropriate facility. If an emergency arises requiring Emergency Medical Services to evaluate the injury/illness of an employee on-site, the employee will be responsible for any transportation charges. Furthermore, Breakwater Alternative Treatment Center’s employees will not be responsible for transportation of another employee due to liabilities that may occur. A physician’s “return to work” notice may be required. 3.18 BUILDING SECURITY All employees who are issued keys to the office are responsible for their safekeeping. These employees will sign a Building Key Disbursement form upon receiving the key. The last employee, or a designated employee, who leaves the office at the end of the business day assumes the responsibility to ensure that all doors and security access points (i.e. safe) are securely locked, the alarm system is armed, thermostats are set on appropriate evening and/or weekend setting, and all appliances and lights are turned off with exception of the lights normally left on for security or operational purposes. Employees are not allowed on Company property after hours without prior authorization from the Executive Staff. 3.19 INSURANCE ON PERSONAL EFFECTS All employees should be sure that their own personal insurance policies cover the loss of anything occasionally left at the office. Breakwater Alternative Treatment Center assumes no risk for any loss or damage to personal property. 3.20 SUPPLIES; EXPENDITURES; OBLIGATING THE COMPANY Only authorized persons may purchase supplies in the name of Breakwater Alternative Treatment Center. No employee whose regular duties do not include purchasing shall incur any expense on behalf of Breakwater Alternative Treatment Center or bind Breakwater Alternative Treatment Center by any promise or representation without written approval. 3.21 EXPENSE REIMBURSEMENT Expenses incurred by an employee must have prior approval by a supervisor. Reimbursements under $25.00 will be included in the employee’s next regular paycheck. An example of such an expense would include mileage. If the amount is more than $25.00, the reimbursement request will be processed like an invoice. All completed reimbursement request forms should be turned in to Accounts Payable/Payroll Department. 3.22 PARKING Employees must park their cars in areas indicated and provided by the Company. 3.23 VISITORS IN THE WORKPLACE To provide for the safety and security of employees, visitors, and the facilities at Breakwater Alternative Treatment Center, only authorized visitors are allowed in the workplace. Restricting unauthorized visitors helps ensure security, decreases insurance liability, protects confidential information, safeguards employee welfare, and avoids potential distractions and disturbances. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 137 of 210

All visitors must enter through the main reception area, sign-in, and sign-out at the front desk and receive a ‘Visitor’ badge to wear while on premises. Authorized visitors will be escorted to their destination and must be accompanied by an employee at all times. 3.24 IMMIGRATION LAW COMPLIANCE Breakwater Alternative Treatment Center employs only United States citizens and those nonU.S. citizens authorized to work in the United States in compliance with the Immigration Reform and Control Act of 1986. Each new employee, as a condition of employment, must complete the Employment Eligibility Verification Form I-9 and present documentation establishing identity and employment eligibility. Former employees who are rehired must also complete the form if they have not completed an I-9 with Breakwater Alternative Treatment Center within the past three years or if their previous I-9 is no longer retained or valid.

SECTION 4 STANDARDS OF CONDUCT The work rules and standards of conduct for Breakwater Alternative Treatment Center are important, and the Company regards them seriously. All employees are urged to become familiar with these rules and standards. In addition, employees are expected to follow the rules and standards faithfully in doing their own jobs and conducting the Company’s business. Please note that any employee who deviates from these rules and standards will be subject to corrective action, up to and including termination of employment (see Section 3.12, Corrective Action). While not intended to list all the forms of behavior that are considered unacceptable in the workplace, the following are examples of rule infractions or misconduct that may result in disciplinary action, including termination of employment. Theft or inappropriate removal or possession of property; Falsification of timekeeping records (See Section 5.2, Timekeeping); Working under the influence of alcohol or illegal drugs (See Section 4.6, Substance Abuse); Possession, distribution, sale, transfer, or use of alcohol or illegal drugs in the workplace (See Section 4.6, Substance Abuse); Fighting or threatening violence in the workplace; Boisterous or disruptive activity in the workplace; Negligence or improper conduct leading to damage of company-owned or patient-owned property; Insubordination or other disrespectful conduct; Violation of safety or health rules; Smoking in the workplace; Sexual or other unlawful or unwelcome harassment (See Section 4.3, Harassment, Including Sexual Harassment); Excessive absenteeism or any absence without notice (See also, Section 4.1 Attendance/Punctuality and 4.2, Absence without Notice); Unauthorized use of telephones, or other company-owned equipment (See Section 4.4, Telephone Use); Using company equipment for purposes other than business (i.e. playing games on computers or personal Internet usage); Unauthorized disclosure of business “secrets” or confidential information; Violation of personnel policies; and Unsatisfactory performance or conduct. 4.1 ATTENDANCE/PUNCTUALITY The Company expects that every employee will be regular and punctual in attendance. This means being in the office, ready to work, at their starting time each day. Absenteeism and tardiness places a burden on other employees and on the Company. If you are unable to report for work for any reason, notify your supervisor before regular starting time. You are responsible for speaking directly with your supervisor about your absence. It is not acceptable to leave a BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 138 of 210

message on a supervisor’s voice mail, except in extreme emergencies. In the case of leaving a voice-mail message, a follow-up call must be made later that day. Should undue tardiness become apparent, disciplinary action may be required. If there comes a time when you see that you will need to work some hours other than those that make up your usual work week, notify your supervisor at least seven working days in advance. Each request for special work hours will be considered separately, in light of the employee’s needs and the needs of the Company. Such requests may or may not be granted. 4.2 ABSENCE WITHOUT NOTICE When you are unable to work owing to illness or an accident, please notify your supervisor. This will allow the Company to arrange for temporary coverage of your duties, and helps other employees to continue work in your absence. If you do not report for work and the Company is not notified of your status, it will be assumed after two consecutive days of absence that you have resigned, and you will be removed from the payroll. If you become ill while at work or must leave the office for some other reason before the end of the workday, be sure to inform your supervisor of the situation and check out with the manager. 4.3 HARASSMENT, INCLUDING SEXUAL HARASSMENT Breakwater Alternative Treatment Center is committed to providing a work environment that is free of discrimination and unlawful harassment. Actions, words, jokes, or comments based on an individual’s sex, race, ethnicity, age, religion, or any other legally protected characteristic will not be tolerated. If you believe you have been the victim of harassment, or know of another employee who has, report it immediately. Employees can raise concerns and make reports without fear of reprisal. Any supervisor who becomes aware of possible harassment should promptly advise their supervisor or the Human Resources Representative who will handle the matter in a timely and confidential manner. 4.4 TELEPHONE USE Breakwater Alternative Treatment Center telephones are intended for the use of serving our patients and in conducting the Company’s business. Personal usage during business hours is discouraged except for extreme emergencies. All personal telephone calls should be kept brief to avoid congestion on the telephone line. To respect the rights of all employees and avoid miscommunication in the office, employees must inform family members and friends to limit personal telephone calls during working hours. If an employee is found to be deviating from this policy, he/she will be subject to disciplinary action (See Section 3.12, Corrective Action). 4.5 PUBLIC IMAGE A professional appearance is important anytime that you come in contact with patients or potential patients. Employees should be well groomed and dressed appropriately for our business and for their position in particular. The following items are considered inappropriate working attire for Breakwater Alternative Treatment Center: Open-toed sandals, Spaghetti-strapped shirts, Tank tops or revealing shirts, Short mini skirts, Sheer clothing, T-shirts with inappropriate or offensive gestures or advertising. When meeting with a client, the dress code is more businessoriented, including attire such as: Slacks and dress shirt or blouse and Dress or skirt and blouse. If management occasionally designates "casual days," appropriate guidelines will be provided to you. Consult your supervisor if you have any questions about appropriate business attire. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 139 of 210

4.6 SUBSTANCE ABUSE The Company is committed to providing a safe and productive workplace for its employees. In keeping with this commitment, the following rules regarding alcohol and drugs of abuse have been established for all staff members, regardless of rank or position, including both regular and temporary employees. The rules apply during working hours to all employees of the Company while they are on Company premises or elsewhere on Company business. So that there is no question about what these rules signify, please note the following definitions: Company property: All Company owned or leased property used by employees. Controlled substance of abuse: Any substance listed in Schedules I-V of Section 202 of the Controlled Substance Act, as amended. Drug: Any chemical substance that produces physical, mental, emotional, or behavioral change in the user. Drug paraphernalia: Equipment, a product, or material that is used or intended for use in concealing an illegal drug, or otherwise introducing into the human body an illegal drug or controlled substance. Illegal drug: a. Any drug or derivative thereof whose use, possession, sale, transfer, attempted sale or transfer, manufacture, or storage is illegal or regulated under any federal, state, or local law or regulation. b. Any drug, including – but not limited to – a prescription drug, used for any reason other than that prescribed by a physician. c. Inhalants used illegally. Under the influence: A state of not having the normal use of mental or physical faculties resulting from the voluntary introduction into the body of an alcoholic beverage, drug, or substance of abuse. Employee Alcohol and Drug Policy The foundation of our business practices is the establishment of a "zero tolerance policy" with regard to alcohol and drug use in the work place. Any employee found to have violated this policy, will be immediately terminated. The manufacture, distribution, possession, sale, or purchase of controlled substances of abuse on Company property is prohibited. Being under the influence of illegal drugs, alcohol, or substances of abuse on Company property is prohibited. Working while under the influence of prescription drugs that impair performance is prohibited. The causes for termination shall include but not be limited to the following activities: The use, possession, solicitation or sale of narcotics, other illegal drugs or prescription medication without an authorized prescription on Alternative Center premises or while performing job duties. Conviction of a crime directly related to the possession, sale or distribution of narcotics, other illegal drugs or unauthorized prescription drugs. The presence of any detectable amount of prohibited substances in the employee's system while at work, while on the premises of the Center, or representing the Center's in any business related capacity. "Prohibited substances" include illegal drugs, alcohol, or prescription drugs not taken in accordance with a authorized medical prescription given to the employee. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 140 of 210

The Center will conduct drug and/or alcohol tests in accordance with any or all of the following procedures: RANDOM TESTING: Employees may be selected for drug and/or alcohol testing at any time during their employment with the Center. FOR-CAUSE TESTING: The Center may ask an employee to submit to a drug and/or alcohol test at any time it feels that the employee may be under the influence of drugs or alcohol, including, but not limited to, the following circumstances: evidence of drugs or alcohol on or about the employee's person or in the employee's vicinity, unusual conduct on the employee's part that suggests impairment or influence of drugs or alcohol, negative performance patterns, or excessive and unexplained absenteeism or tardiness. POST-ACCIDENT TESTING: Any employee involved in an on-the-job accident or injury under circumstances that suggest possible use or influence of drugs or alcohol in the accident or injury event may be asked to submit to a drug and/or alcohol test. "Involved in an on-the- job accident or injury" means not only the one who was or could have been injured, but also any employee who potentially contributed to the accident or injury event in any way. If an employee is tested for drugs or alcohol outside of the employment context and the results indicate a violation of this policy, or if an employee refuses a request to submit to testing under this policy, the employee may be subject to appropriate disciplinary action, up to and including discharge from employment. In such a case, the employee will be given an opportunity to explain the circumstances prior to any final employment action becoming effective. Consistent with the rules listed above, any of the following actions constitutes a violation of the Company’s policy on drugs and may subject an employee to disciplinary action, up to and including immediate termination. Using, selling, purchasing, transferring, manufacturing, or storing an illegal drug or drug paraphernalia, or attempting to or assisting another to do so, while in the course of employment. Working or reporting to work, conducting Company business or being on Company property while under the influence of an illegal drug or alcohol, or in an impaired condition. 4.7 TOBACCO PRODUCTS The use of tobacco products is not permitted anywhere on the Company’s premises. 4.8 INTERNET USE Breakwater Alternative Treatment Center employees are allowed use of the Internet and e-mail when necessary to serve our patients and conduct the Company’s business. Employees may use the Internet when appropriate to access information needed to conduct business of the Company. Employees may use e-mail when appropriate for Company business correspondence. Use of the Internet must not disrupt operation of the company computer network. Use of the Internet must not interfere with an employee's productivity. Employees are responsible for using the Internet in a manner that is ethical and lawful. Internet messages are public and not private. Breakwater Alternative Treatment Center reserves the right to access and monitor all files and messages on its systems.

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SECTION 5 WAGE AND SALARY POLICIES 5.1 WAGE OR SALARY INCREASES Each employee’s hourly wage or annual salary will be reviewed at least once each year. The employee’s review date will usually be conducted on or about the anniversary date of employment or the date of the previous compensation review. Such reviews may be conducted more frequently for a newly created position, or based on a recent promotion. Increases will be determined on the basis of performance, adherence to company policies and procedures, and ability to meet or exceed duties per job description and achieve performance goals (See Section 3.10, Performance Review/Planning Sessions). Although the Company’s salary ranges and hourly wage schedules will be adjusted on an ongoing basis, Breakwater Alternative Treatment Center does not grant “cost of living” increases. Performance is the key to wage increases in the Company. 5.2 TIMEKEEPING Accurately recording time worked is the responsibility of every non-exempt employee. Time worked is the time actually spent on a job(s) performing assigned duties. Each client job is assigned a job number as posted in the Employee Message Center. Employees are responsible for accurately documenting their time spent on individual jobs. Breakwater Alternative Treatment Center does not pay for extended breaks or time spent on personal matters. The time clock is a legal instrument. Altering, falsifying, tampering with time records, or recording time on another team member’s time record will result in disciplinary action, including termination of employment. Authorized personnel will review time records each week. Any changes to an employee’s time record must be approved by his/her supervisor. Questions regarding the timekeeping system or time cards should be directed to the manager or president. Time Cards – Non-exempt employees will be issued a time card on their first day of employment. The employee will be given thorough instructions on usage and instructions on what to do should a problem occur. Employees will be financially responsible for replacing the card if it is lost or stolen. 5.3 OVERTIME Breakwater Alternative Treatment Center is open for business 60 hours per week. Overtime compensation is paid to non-exempt employees in accordance with federal and state wage and hour restrictions. Overtime is payable for all hours worked over 40 per week at a rate of one and one-half times the non-exempt employee's regular hourly rate. Time off on personal time, holidays, or any leave of absence will not be considered hours worked when calculating overtime. In addition, vacation time does not constitute hours worked. All overtime work performed by an hourly employee must receive the supervisor’s prior authorization. Overtime worked without prior authorization from the supervisor may result in disciplinary action. The supervisor’s signature on a timesheet authorizes pay for overtime hours worked. 5.4 PAYDAYS All employees are paid every two weeks. In the event that a regularly scheduled payday falls on a weekend or holiday, employees will receive pay on the next day of operation. If a regular payday falls during an employee’s vacation, the employee’s paycheck will be available upon his/her return from vacation. Paychecks will not, under any circumstances, be given to any BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 142 of 210

person other than the employee without written authorization. Paychecks may also be mailed to the employee’s address or deposited directly into an employee's bank account upon request. SECTION 6 BENEFITS AND SERVICES Breakwater Alternative Treatment Center offers a benefits program for its regular full-time and regular part-time employees. However, the existence of these programs does not signify that an employee will necessarily be employed for the required time necessary to qualify for the benefits included in and administered through these programs. 6.1 GROUP INSURANCE Breakwater Alternative Treatment Center offers the following health and life insurance programs for REGULAR FULL-TIME employees (as determined by the carrier of the policies). HEALTH INSURANCE Coverage begins 90 days after employment commences. The company pays 50% of the premium. The employee pays 50 % of the premium. The employee premium is paid through payroll deduction. 6.2 COBRA BENEFITS The Federal Consolidated Budget Reconciliation Act (COBRA) gives employees and their qualified beneficiaries the opportunity to continue health insurance coverage under the Breakwater Alternative Treatment Center’s health plan when a “qualifying event” would normally result in the loss of eligibility. Some common qualifying events are resignation, termination of employment, or death of an employee; a reduction in an employee’s hours or leave of absence, divorce or legal separation and a dependent child no longer meeting eligibility requirements. Under COBRA, the employee or beneficiary pays the full cost of coverage at Breakwater Alternative Treatment Center’s group rates plus an administration fee. Breakwater Alternative Treatment Center provides each eligible employee with a written notice describing rights granted under COBRA when the employee becomes eligible for coverage under Breakwater Alternative Treatment Center’s health insurance plan. The notice contains important information about the employee's rights and obligations. 6.3 SOCIAL SECURITY/MEDICARE Breakwater Alternative Treatment Center withholds income tax from all employees' earnings and participates in FICA (Social Security) and Medicare withholding and matching programs as required by law. 6.4 VACATION Paid vacation is available to regular full-time and regular part-time employees following their first-year anniversary with Breakwater Alternative Treatment Center and is provided based on the following calculation: During the first 2 (two) years of employment, vacation time will be earned at the rate of .0192 hours per hour worked. Earned vacation can be taken after 1 (one) year continuous employment. During the 3rd (third) through 5th (fifth) years of employment, paid vacation time will be earned at the rate of .0384 hours per hour worked. During the 6th (sixth) and following years of employment, vacation time will be earned at the rate of .0586 hours per hour worked. The vacation policy applies to all regular full-time employees. Paid BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 143 of 210

vacation time of regular employees will be earned on a fractional basis. Fractional vacation weeks will correspond to the average number of hours worked during the preceding year. Example: Employee “A” works 25 hours per week for 52 continuous weeks, 25 x 52 = 1,300 hours, Earned vacation equals 1,300 hours worked x .0192 = 25 hours. Earned vacation leave cannot be taken before it is accrued and approved. Vacation may be taken in half-day increments of time. Upon termination, unused earned vacation will be paid in a lump sum in the employee’s final paycheck. Only one week paid vacation may be carried over from one calendar year to the next. However, no more than one week of vacation may be taken at one time, except under extraordinary circumstances. Requests for more than one week of vacation should be in writing at least ninety days prior to the beginning of the requested vacation period. 6.5 RECORD KEEPING The Human Resources Department maintains vacation days accrued and used. Each employee is responsible for verifying his/her pay stub to make sure the correct amount of hours appear. 6.6 HOLIDAYS Breakwater Alternative Treatment Center observes the following paid holidays per year for all employees: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. 6.7 JURY DUTY/MILITARY LEAVE Employees will be granted time off to serve on a jury or military leave without pay. However, all regular employees both full-time or part-time will be kept on the active payroll until their civic duties have been completed. A copy of the jury duty summons and all other associated paperwork are required for the personnel file.

SECTION 7 EMPLOYEE COMMUNICATIONS 7.1 STAFF MEETINGS Quarterly staff meetings will be held on the first Monday of each quarter. These informative meetings allow employees to be informed on recent company activities, changes in the workplace and employee recognition. 7.2 BULLETIN BOARDS Bulletin boards placed in designated areas provide employees access to important posted information and announcements. The employee is responsible for reading necessary information posted on the bulletin boards. 7.3 SUGGESTION BOX Breakwater Alternative Treatment Center encourages employees who have suggestions that they do not want to offer orally or in person to write them down and leave them in the suggestion box. If this is done anonymously, every care will be taken to preserve the employee’s privacy. 7.4 PROCEDURE FOR HANDLING COMPLAINTS Under normal working conditions, employees who have a job-related problem, question or complaint should first discuss it with their immediate supervisor. At this level, employees BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 144 of 210

usually reach the simplest, quickest, and most satisfactory solution. If the employee and supervisor do not solve the problem, Breakwater Alternative Treatment Center encourages employees to contact the Manager.

SECTION 8 ALTERNATIVE CENTER OVERSIGHT 8.1 INTRODUCTION The Alternative Center (Center) shall have an on-site manager during all hours of operation. It is anticipated that the Alternative Center will be open from 10 am to 7 pm, seven days a week. After hour contact information will be provided to local and state police and fire officials and to the Department of Health and Senior Services. The manager shall conduct an inventory of medical cannabis products, and all processed marijuana, at the beginning of each day, prior to the dispensing of any medical cannabis and again at the end of the day. All inventory data will be entered into an electronic barcode tracking inventory control system. By using an inventory control management software system, our barcode record system will update our inventory based on each delivery and transaction made throughout the operating day. Breakwater Alternative Treatment Center will use a bridge between the inventory control and POS system to the security video and monitoring system. This means that all activity recorded is overlaid onto the recorded video. This process is aimed at addressing any discrepancy discovered that is not consistent with the inventory and recorded sales. 8.2 DAILY & WEEKLY DUTIES On a daily basis, the manager shall verify that the security alarm system is operational and that each employee is in possession of their company issued personal alarm panic button. The manager shall personally verify the eligibility of each patient to receive medical cannabis and shall confirm said eligibility with the Department of Health and Senior Services. The manager will prepare weekly reports indicating the number of patients seen, the type and quantity of medical cannabis dispensed and the gross revenue generated. All Alternative Center and the cultivation site reports will be submitted electronically to the President on a weekly basis. Breakwater Alternative Treatment Center will conduct random site visits at each Alternative Center to ensure compliance with the stated policies. 8.3 OPEN DOOR POLICY The Breakwater Alternative Treatment Center and the cultivation site will have an open door policy regarding inspections. Breakwater Alternative Treatment Center welcomes any input from state officials that may result from these inspections.

SECTION 9 SALES DEPARTMENT 9.1 OPERATIONS MANUAL OVERVIEW This section delineates the policies and procedures for the Sales Department of this dispensary. All employees working in the Sales Department must follow these policies and procedures. 9.2 THE ROLE OF THE SALES DEPARTMENT BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 145 of 210

The role of the Sales Department is to provide outstanding patient service by providing medicine, product knowledge, and absolute accuracy in the sales process. Every patient should walk out of the dispensary saying, “That was GREAT. I can’t wait to go back again.” It is each Sales Associate’s responsibility to deliver a calm, unhurried, fully informative experience to every patient, utilizing the “4 Steps of a Sale” every time. Since the dispensary is open from 10am until 7pm every day, Sales Associate shifts tend to be long and staff members are on their feet for most of the day. However, the opportunity to engage with and serve patients can be a deeply rewarding experience. 9.3 PRODUCT KNOWLEDGE An integral part of providing exceptional patient care is having extensive knowledge of the medicine and products available at the dispensary. There is a base of product knowledge that all Sales staff members must possess before completion of their initial training. Sales Associates must continue expanding their knowledge of the Cannabis product and the industry as a whole. After the first 8 shifts (2 weeks) at the dispensary, in addition to basic product knowledge, associates should also know the most popular products requested by patients, the more common strains found at the dispensary, and the differences in each of the concentrates. Beyond that, Sales Associates also will need to attend a mandatory once-a-month Product Information Class, as well as completing Product Knowledge Reviews every 90 days. 9.4 SALES FLOOR LAYOUT The Sales Floor is comprised of individual POS workstations. Each Sales Associate is assigned to only one station at a time. Workstation assignments vary from shift-to-shift, but generally remain the same within a shift. Each workstation is comprised of a POS screen and cash register, as well as a small freezer for edibles and a set of shelves for non-refrigerated edibles and supply storage. All workstations are numbered. In addition to the individual POS stations, there are glass Display Cases. Depending on the number of Display Cases, some workstations may share a display case between them. Each display case displays only one (1) sample of every product available, with few exceptions. Generally speaking, the display contents are not sold to patients, but again, there are exceptions made on a case-by-case basis. Discuss details with a member of Sales Management. All display cases are numbered. 9.5 CLEANLINESS & ORGANIZATION Each Sales Floor workstation should be kept clean, organized, and stocked, with each Sales Associate expeditiously maintaining each station between patients or before calling another patient over for assistance. When a transaction is complete, any displayed inventory sold to the patient must be replaced or put on request to the Inventory Manager before assisting the next patient. 9.6 RECORD KEEPING AND PATIENT CONFIDENTIALITY Prior to dispensing any medical cannabis, the patient's use history will be reviewed to insure that only the amount of medical cannabis permitted by law is actually dispensed. The computer software will "flag" the patient's record if the amount of marijuana purchased is in excess of the recommended dosage. All medical cannabis dispensed and all other products sold will have barcodes to insure accurate record keeping. The employee dispensing medical cannabis will start the purchase transaction BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 146 of 210

process by scanning the product's barcode. The scan will produce a product image on the employee's computer screen, simultaneously the transaction will be video digitally recorded as well as key stroked. If the product needs to be weighed it will be placed on the scale and the POS software makes a record. The printed record will then be placed in the patient's profile, the date and time recorded and the quantity dispensed. The total amount dispensed will then deducted from the patient's allowable medical cannabis quantity. All paper purchase and sales records will be filed and retained for a period of twenty-four months. Breakwater Alternative Treatment Center will fully comply with healthcare patient record privacy standards by never releasing any personal data that could lead to the identification of an individual patient. Breakwater Alternative Treatment Center believes one of the biggest deficiencies in the industry is a lack of relevant, comprehensive information about the actual operation of a Medical Marijuana business. Breakwater Alternative Treatment Center intends to address this deficiency by integrating all aspects of business operations under a single, userfriendly computer management system. Breakwater Alternative Treatment Center has researched a number of companies in the industry that have designed software systems exclusively for the medical marijuana industry and found only one that has a reliable and technologically forwardthinking HIPAA compliant POS (Point Of Sale) system that meets our high standards. Breakwater Alternative Treatment Center believes this system provides requisite tools necessary to control security issues, employee records and the confidentiality requirements of patient records the business demands. Breakwater Alternative Treatment Center will provide a unified and biometrically secure HIPAA (Federal Health Insurance Portability and Accountability Act of 1996) compliant registry of Medical Marijuana patients. Patients will enroll at the Breakwater Alternative Treatment Center after receiving their doctor's initial recommendation or after renewing their recommendation. Breakwater Alternative Treatment Center will comply with the confidentiality record keeping requirements for health care information under New Jersey law including the Health Information Exchange Act. Breakwater Alternative Treatment Center will encourage its patients to voluntarily sign up to participate in New Jersey’s Statewide Health Information Exchange program. Breakwater Alternative Treatment Center will follow international standards-based best practices in the securing of sensitive patient data (SPD). The Breakwater Alternative Treatment Center will utilize a layered defense to protect SPD. SPD is defined as those data elements protected under HIPAA, PCI, and state and federal privacy laws. Information systems containing SPD will be physically and logically segregated from POS systems and the Breakwater Alternative Treatment Center web site infrastructure. Internal and external firewalls and a DMZ will protect the internal network from external attacks against the web site. The hardware housing SPD will remain in a locked office with access limited to Breakwater Alternative Treatment Center management. Video surveillance will be put in place for the office entrance, with the recordings being handled in the same manner as those described in the physical security component of this application. Logical access to SPD will also be limited to those Breakwater Alternative Treatment Center employees who require this information to complete their job function. All access to SPD will be logged and monitored on a regular schedule.

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A local area network will be established to connect the POS system to the web site. This will allow patients and employees the ability to view custom information related to their Breakwater Alternative Treatment Center interactions. These systems will contain Breakwater Alternative Treatment Center patient identifiers for authentication purposes and general data on the patient’s prior interactions, but will not contain those elements designated as sensitive patient data. Patients can consent to exposing more of their personal information to Breakwater Alternative Treatment Center staff if they so desire by completing and signing a request form. This will allow Breakwater Alternative Treatment Center to provide customized interactions and enhanced support to patients based upon their personal preferences. 9.7 DISPENSING MEDICAL MARIJUANA All registered qualifying patients or their registered primary caregiver must present their valid state issued patient registry identification cards and be confirmed by our system as eligible recipients, prior to the dispensing of any medical cannabis. The patient will be required to electronically sign for the medical cannabis dispensed. As a licensed dispensary it is our responsibility to take the utmost care when it comes to safely dispensing medical cannabis to our patients. Breakwater Alternative Treatment Center will take an organic and pesticide free approach to growing medical cannabis. To further ensure quality and provide full transparency, all Breakwater Alternative Treatment Center's medical cannabis will be laboratory tested and the test results will be made publicly available at dispensary locations and on our website. To ensure safety, the manager will perform daily check-ups prior to operating hours. The check-up will consist of the following activities: Check all dispensable products for consistency of labels based on strain, potency, and quantity for usable cannabis. Confirm that proper ingredient labels and allergic warning labels are present on each individual medical cannabis product. Ensure that all medical cannabis shall be dispensed in clear sealed containers with labels specifying the product, its full analysis and amount. Confirm that each container has been assigned a barcode that will enable it to be scanned in order to process sales and inventory information. Showing Samples of Medicine to Patients All samples should be selected from the re-sealable packages contained in the inventory cabinets. The sample in the display case should only be purchased if it is the last remaining quantity of that strain. Sales Associates may have only 3 items/packages out on the sales counter at any given time. This applies to every product inventoried at the dispensary. When the patient selects the type of product desired, place 3 packages of that product on the counter from which the patient can choose. If the patient does not approve of any of the three selections, put those packages away and offer the patient another 2-3 packages from which they may make their selection. Continue presenting product as needed until the patient chooses a package, or as many times as seems reasonable. p. 148 of 210

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As a caregiver, Breakwater Alternative Treatment Center and its employees have the responsibility to monitor the health of our patients. Patients will be encouraged to consult often with their doctor regarding the amount of marijuana consumed and to report any adverse side effects. The consumption of medical cannabis by a registered patient will be prohibited within or on the property of a dispensary site. Purchasing Limits This dispensary has established Purchasing limits to prevent the resale of medicine and diversion into the illegal market. All staff must abide by these limits at all times. No more than 2 ounces per thirty- day period will be dispensed to any patient. Even if these limits are not exceeded, if any staff member EVER suspects a patient may intend to resell their medicine, they should halt the transaction and refer the patient to the Member Services manager on duty. There are stringent controls that will be put in place by way of a Point of Sale/Inventory tracking system, tools and forms for accounting and verification, and tasks and processes that will ensure accountability at every stage, such as verifying product identification and weight measurements in multiple departments (Cultivation, Inventory, Processing and Sales). We will enforce the purchasing limits set forth by New Jersey state law as a policy of the Alternative Center (currently no more than 2 ounces of usable marijuana per qualifying patient or caregiver during a 30-day period). These purchasing limits will be communicated to patients in our Patient Handbook and verbally during the new patient orientation session. Additionally, employees will be trained on what the limits are and how to communicate and enforce those limits with patients at the time of sale. The Center will track the purchases of each patient within the member database and POS system. Sales associates will be able to determine if patients have reached the state’s limit for a 30-day period. Frequent inventory taking of the usable medical marijuana on hand and the number of plants under cultivation will be measured and compared to the number of patients being serviced to ensure that only the required amount of medical marijuana is being produced. Breakwater Treatment Center Discounts Breakwater is committed to providing medicinal marijuana at low or no cost to patients for whom paying full price would constitute an actual and substantial economic hardship. This policy will be very liberally applied but will require patients and caregivers to document their lack of financial resources. Breakwater expects to set the following Discounts for its patients and caregivers: 1. Terminal Patients That Have One Year or Less To Live Free services include assistance with doctor’s recommendations, transportation to doctor’s office, referral and medical counseling and free medicine. Medicinal cannabis shall be provided free to such patients (within the legal dispensing guidelines and terms of recommendation). 2. Cancer and AIDS Treatment Center Access Program for Patients and Caregivers A 50% discount per month ($120-$130 per ounce). BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 149 of 210

3. State, Federal, and Military Disability Patients and Caregivers A 50% discount per month ($120-$130 per ounce). 4. Provide Medicine, on an Individual Income Verified Basis, Free-of-Charge or on Sliding Scale to: Non-ambulatory patients with serious illnesses and seriously ill patients who cannot afford medicinal cannabis. Breakwater will match a patient’s contribution amount so that they can purchase their needed medicinal cannabis. No patient or caregiver in need will be turned away and we will give free medicine at the time of their visit (within the legal dispensing guidelines and terms of recommendation) until they are able to purchase it in the future. Pre-Sales We cannot do pre-sales, meaning that patients are not permitted to pre-pay for items that are not in stock. If a patient requests a pre-sale, tell them that as Company policy delineates, we cannot do pre-sales because we cannot anticipate when or if a product will be in stock. If the patient wants more information, notify the Manager-On-Duty.

9.8 PATIENT ADMITTANCE, DISENROLLMENT AND ASSUMPTION OF RISK Upon arrival, patients must show Safety their ID and documentation and then check in at Reception before entering the Sales Floor. Patients will wait in line in the line cue until the next Sales Associate is ready to assist them. Patients exit the dispensary at the same door they entered. STEP 1: GREETING As a patient approaches your station at the counter, smile, make eye contact, and with great warmth and friendliness, greet them by saying something like, “Hi! Welcome to The Breakwater Alternative Treatment Center. How are you doing today?” When the patient responds, LISTEN. Be engaged. Sales Associates have one opportunity to make a first impression and this is it! Each staff member’s personal demeanor, smile, tone and level of each voice, the personal touches added to any patient interaction; all make a huge difference in the experience a patient has when they approach the counter. STEP 2: SELECTION In the “Selection” stage, associates should determine what the patient WANTS (type of medicine), NEEDS (quantity), and can AFFORD (price). Use “primer phrases” to begin the selection process. For example: − “Have you been here before?” − “Do you know what you’re looking for today?” − “Are you looking for anything in particular today?” STEP 3: PURCHASE Once all items have been selected, do a final run-through with the patient, checking every item by name and size to assure it's what the patient wanted to purchase. STEP 4: PAYMENT p. 150 of 210

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Verbally verify the total amount due. When verbally verifying the total, out of respect for patient privacy, use a voice level that doesn’t broadcast the information to others. The orientation of each patient accepted by Breakwater Alternative Treatment Center will include a training session regarding our right to involuntarily disenroll any patient our list of qualifying patients for engaging in unacceptable behavior. Unacceptable behavior shall include appearing at the Alternative Center under the influence of alcohol of drugs, failure to comply with a directive issued by a member of the staff or engaging in any other conduct not permitted on the premises. We may also disenroll a patient for "disruptive behavior." Disruptive behavior is defined as behavior that substantially impairs our ability to arrange or provide care for you or another qualifying patient member. Patients will be further advised that other Alternative Treatment Centers may decline your enrollment if you have been disenrolled for disruptive behavior. In all cases of disenrollment, Breakwater Alternative Treatment Center will be required to provide proper notice to you in writing and give you the opportunity to appeal the decision prior to disenrollment. The initial decision regarding disenrollment shall be made by the manager of the Alternative Center and any appeal shall be heard by the board of directors. Each patient must agree to each and all of the following in connection with the registration policies of Breakwater Alternative Treatment Center and receiving Medical Marijuana. 1. I am an adult, at least 18 years-of-age, and am voluntarily purchasing medical marijuana and I assume all risks of illness, injury, death, damage and/or loss to myself or my property that might result. 2. I warrant that I have received a valid form of medical marijuana documentation and matching identification from the State of New Jersey. 3. On behalf of myself and my personal representatives, heirs, executors, administrators, agents and assigns, I hereby release and discharge in advance Breakwater Alternative Treatment Center (and its owners, members, employees, instructors, agents, representatives, successors and assigns) from any and all liability, even if that liability arises out of negligence and/or carelessness on the part of the persons or entity mentioned above. 4. My assumption of risk, waiver and release of liability encompasses, but is not limited to: death, bodily injury, illness, damage, theft and/or loss of personal property while on the premises which occurs as a result of my purchasing and/or consumption of medical marijuana and my time spent at Breakwater Alternative Treatment Center. I have carefully read this Assumption of Risk, Waiver and Release of Liability, Including Negligence. I hereby agree to assume all of those risks and to release and hold harmless all of the persons or entity mentioned above who through negligence or carelessness would otherwise be liable to me or to my heirs or assigns for damages. 9.9 SALES OPENING CHECKLIST Upon arrival Do not clock in yet. Store your non-essential personal items as appropriate. No backpacks or other bags are allowed on the sales floor or break room floor. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 151 of 210

Are you the first sales employee to arrive? Notify the IM so they have inventory shelving ready. Check the posted schedule for any changes. If you haven’t already, approve your schedule by initialing in the space requested. If there’s a problem with the schedule, discuss it with the MOD. Notify/remind the manager on duty of any important issues, such as break restrictions, appointments, or personal needs for the day’s shift. Clock in. Once you’ve stored your personal belongings and are ready to start working, you may clock in. Station Assignment. Ask the manager on duty for your station assignment. Open Inventory Cabinet Doors. Open the doors to your station’s inventory cabinet (wide; back against the cabinet) so that it is ready to receive inventory once the racks are rolled out to the sales floor. Rack #1: Display Shelves. A large metro shelving unit on wheels holds all display case racks for each station’s display case. The rack should be on the sales floor when you arrive; if not, inform Inventory or the MOD and it will be brought out. The display racks are labeled with the station # to which they belong. Remove your station’s display racks one by one, placing them into your station’s display case. When the metro shelving has been emptied, roll it back to the Inventory Department for storage. Rack #2: Edibles. A cart containing each station’s edibles will be wheeled out to the sales floor. Rack #3: Workstation Inventory Cabinet. Lastly, the inventory cabinet racks are wheeled out. They are large metro shelving units. Each workstation has its own rack. Your station number will be called out when your rack is approaching. The racks are wheeled in order, starting with Workstation 1. Rack #4: Tills. Once all inventory is on the sales floor, the tills will be rolled out on a small cart. Sign On to POS Workstation. If there are connectivity issues resolve, with management now. Stock Workstation. Make sure that your workstation is fully stocked and that supplies are neat and orderly. If you notice we are low on the back stock of any items, let the MOD know. Cleanliness & Organization of Workstation. Ensure cleanliness and exceptional visual presentation of your display case, workstation shelving, and inventory cabinet. Inventory Review. Each day Inventory adds new items into the system. Carefully check your cabinet bins for new items. Familiarize yourself with each new item by looking at it, smelling it, memorizing the name and price, and asking management about product characteristics as needed. It is your responsibility to do this EVERY DAY so that you can share your knowledge with patients. Break Assignments & Pre-Opening Meeting. Once your workstation is ready for patients, notify the manager on duty. The MOD will give you your break assignments for the day. When the entire sales floor is ready for patients, the MOD will call all associates into the Employee Lounge for a brief Morning Meeting to discuss new policies/procedures, review old ones, talk about new products, etc. 9.10 SALES CLOSING CHECKLIST BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 152 of 210

Dispensary Closing Confirmation. Do not begin any closing duties before the manager on duty gives the OK to Safety, and the Safety team has provided the “clear” call. Break Down Display Cases. The edibles cart and display rack cart will be moved from the back to the sales floor. Break Down Inventory Cabinets. Once all display cases are empty and inventory has been transferred to the Display Rack, the Inventory Cabinet Racks will come out one by one, starting with the last numbered rack and continuing in sequence to Rack 1. As each rack is brought out or in to the sales floor, they must be verbally and loudly called out to ensure safety. Listen for your station’s Inventory Cabinet Rack to be brought out to the sales floor. Complete and Submit Paperwork. Cleanliness & Organization. Once all racks have been removed from the sales floor, do a final check of your workstation, your inventory cabinet from top shelf down to bottom, underneath the cabinet, underneath the POS station, and the general vicinity. Clock Out. Clock out then gather your personal belongings.

SECTION 10 MEMBER SERVICES DEPARTMENT 10.1 OPERATIONS MANUAL OVERVIEW This section delineates the policies and procedures for the Member Services Department at this dispensary. All employees working in the Member Services Department must follow these policies and procedures. 10.2 ROLE OF THE MEMBER SERVICES DEPARTMENT The overarching purpose of the Member Services department is to act as an ambassador for patients and the dispensary, to educate and inform patients about the dispensary and to ensure the dispensary is in strict compliance with all city, state, and federal regulations with regard to patient registration and dispensary access. 10.3 UPHOLDING THE MISSION & VISION STATEMENTS The Member Services Department has a tremendous impact on fulfilling this dispensary’s Mission Statement, particularly: Provide safe, dignified and affordable access to medical cannabis for approved patients in the State of New Jersey. And the Vision Statement, which states: The Breakwater Alternative Treatment Center envisions being a community-oriented, nonprofit organization that provides New Jersey patients in need with safe access to high quality medicine, wellness services and educational resources. We foresee the Breakwater Alternative Treatment Center serving as a model facility that operates in full compliance with the law, maintains the highest standards of professional operation and truly serves the needs of patients in our state. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 153 of 210

10.4 MEMBER SERVICES DEPARTMENT STRUCTURE The Member Services Department is comprised of two main “stations:” 1. Reception 2. New Patient Orientation Reception A Member Services Associate working in Reception is primarily responsible for the following: Greet & check in patients as they enter the building, providing excellent patient care, full compliance, and database accuracy. (This is the most routine task of the Receptionist). Answer the phones, receive and transfer calls to staff, and adhere to company policies regarding what can and cannot be shared over the phone. Maintain the aesthetics of the reception area, ensuring a clean, organized, and wellstocked environment. Also ensure the overall aesthetic meets our standard of excellence (flowers, etc.) New Patient Orientation A Member Services Associate working in New Patient Orientation is primarily responsible for the following: Orient new patients to the dispensary and Company by ensuring an exceptional first impression and educating new patients on company policies, procedures, and the dispensary facilities. Register New Patients. Enter new patients into the patient database with absolute accuracy. Ensure Legal Compliance. Verify medical status of patients and maintain all compliance-related documentation. 10.5 MEMBER SERVICES DEPARTMENT SCHEDULING There are two Member Services Department stations that must always be covered during operating hours. They are MOD and Reception. So that breaks may be taken, a third Member Services Associate is also scheduled for every shift. Depending on the demands of the department, more Member Services Associates may be scheduled to work during a shift. All personnel covering these positions and shifts must be a qualified member of the Member Services Department. 10.6 AESTHETICS, CLEANLINESS, & ORGANIZATION Member Services Associates are responsible for ensuring the reception desk, lobby, Member Services office, and retail lobby always reflect our standards for excellence with regard to cleanliness, organization, and overall aesthetics. 10.7 MEMBER SERVICES OPENING CHECKLIST Upon arrival Do not clock in yet. Store your non-essential personal items as appropriate. No backpacks or other bags are allowed on the Member Services office floor, behind the Reception desk, or on the break room floor.

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Check the posted schedule for any changes. If you haven’t already, approve your schedule by initialing in the space requested. If there’s a problem with the schedule, discuss it with the MOD. Notify/remind the Member Services Manager-on-Duty of any important issues, such as break restrictions, appointments, or personal needs for today’s shift. Clock in Once you’ve stored your personal belongings and are ready to start working, you may clock in. Morning Meeting. The entire Member Services staff meets in the employee break room at 9:30 every morning. During the meeting, post assignments and break schedule will be designated by the Member Services Manager On Duty. Also covered in this meeting are new policies and procedures, special assignments for the day, and a review of existing policies a needed. Reception & Member Services. Turn on the Reception and Member Services office computers and monitors. Verify that the database is working properly on all computers. Verify pending patients in the New Patient Verification folder. Sign On to Computer Workstation. Sign on to your computer workstation if applicable. 10.8 MEMBER SERVICES CLOSING CHECKLIST Dispensary Closing Confirmation. Do not begin any closing duties before the Manager-On-Duty gives the OK to Safety, and the Safety team has provided the “clear” call. Member Services Office. Remove all Patient Registration Forms from the Inbox. Count and total the number of new patients for the day. Review for completion. File the Registration Forms in the Patient Registration Binder in the Member Services office. Close all programs and turn off the computer monitor. Close the window blinds in the Member Services office. Straighten the Member Services office (discard water bottles, straighten/organize loose items, etc.). Reception File the Healing Services Sign-up Sheets from today. Enter Healing Services appointment no-shows into the spreadsheet. Shut down both Reception computers. Straighten the Reception Desk. Close the window blinds in the Reception lobby. Restock the Literature Display Rack. Clock Out. Clock out and then gather your personal belongings.

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SECTION 11 PROCESSING DEPARTMENT 11.1 OPERATIONS MANUAL OVERVIEW This section delineates the policies and procedures for the Processing Department of this dispensary. All employees working in the Processing Department must follow these policies and procedures. 11.2 THE ROLE OF THE PROCESSING DEPARTMENT AND SAFE DISPENSING Every morning, hours before the dispensary opens, the Inventory Department determines which medicines and products should be available at the Sales Counter (and how much of each). Once that decision is made, Inventory provides to the Processing Department bulk units of each of those medicines and products. It is the job of the Processing Department to take each bulk unit and divide it into individually packaged units for sale. This is what we refer to as “Processing” the medicine. The processing of bulk bud and bulk concentrates is the most complicated processing task. Broadly speaking, it includes weighing the medicine into smaller, sellable units, inspecting the medicine to ensure quality, and placing the weighed and inspected medicine into individual labeled packages. Our employee-training curriculum will provide critical procedures and instruction to employees to ensure all systems are in place to dispense medical cannabis safely. These systems also ensure that every employee understands how to implement these systems accurately. In addition, there are sanitation, product quality, and quantity accuracy checkpoints to ensure that errors or problems are caught and remedied long before patients receive their medicine. Our Processing Department utilizes a Product Quality Assurance Program that provides weight charts and other tools to ensure accuracy as well as photographs of what to look for when determining if the medicine being processed meets our high quality standards. Close range photographs depicting mildew, mold, wet medicine and other problems are utilized for prevention purposes. Additionally, strict sanitation standards are built into each processing stage, including the use of hair nets, sanitized uniforms, frequent and proper hand washing, gloves for handling medicine, and sanitation of containers and scale platforms. One of the most important tools we will implement is our Laboratory Analysis Program. This testing program has two main components: safety screening and potency quantification. Safety screening analyzes and detects contamination of pathogenic molds that can threaten the health of patients with compromised immune systems. Potency quantification provides the percentages of three major cannabinoids: THC, CBD and CBN. Later stages of the program will include the use of anonymous patient surveys to develop a comprehensive database of the efficacy of medical cannabis. Patients are able to access the testing results in three ways: labels in display cases, labels on products, and a book of complete test results. Labels include percentages for THC, CBD and CBN, and are posted in medicine display cases, as well as affixed to the products themselves. A book containing complete spectrometry reports for each product is available at the service counter for those patients who desire more detailed analytical results. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 156 of 210

11.3 TYPICAL DAY IN PROCESSING A typical day in the Processing Department begins at 8:30am when a member of management prepares for the shift. That includes: Turning on the computer. Logging in to the POS and electronic communication modes. Calibrating the triple-beam scale. Protecting Patients through Quality Assurance Processing is the last point of careful inspection before medicine gets to patients. Processing Associates ensure that medicine is free from mold, bug feces, hair, too much moisture, excessive butane fumes, etc. The company’s commitment to the quality assurance process is critical to patient safety. Extraordinary Medical Care, Honesty, and Friendliness Processing department staff members express their commitment to extraordinary medical care, honesty, and friendliness through the following: Ensuring actual medicine weights are consistent with the advertised weights on the packaging, and that the actual contents of each package are what the packages say they are. Ensuring safe, quality medicine through careful inspection and adherence to sanitation guidelines. Taking care in the visual presentation of our medicine, which is an outward expression of our respect for our patients and the medicine we provide them. 11.4 MISC. PROCESSING ROOM POLICIES Your scale must be properly calibrated and leveled at all times. Always clean and sterilize your utensils and surfaces that come in contact with the medicine. Always wear a hairnet and latex gloves when coming in contact with the medicine. Never have more than 1/4 lb of bulk bud in the processing pan at any given time. This helps prevent the loss of water weight due to evaporation. Never place medicine directly on the scale platform. This ensures weigh accuracy and longevity of the scale. 11.5 INDIVIDUAL PROCESSING “STYLES” Every Processing Associate in the Processing Department has the exact same overall objective: Consistently place the precise weight of quality medicine in the correct, properly labeled packaging, and do this in the least amount of time possible. Although the objective is the same, the method for achieving this objective may be quite different from one employee to the next. Each Processing Associate discovers his or her own unique “processing style” during the first few weeks and months of working in the department. 11.6 PROCESSING OPENING CHECKLIST Upon arrival Do not clock in yet. Store your non-essential personal items. No backpacks or other bags are allowed on the processing or break room floor. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 157 of 210

Check the posted schedule for any changes. If you haven’t already, approve your schedule by initialing in the space requested. If there’s a problem with the schedule, discuss it with your supervisor. Notify/remind your supervisor of any important issues, such as break restrictions, appointments, or personal needs for today’s shift. Clock in Once you’ve stored your personal belongings and are ready to start working, you may clock in. Prepare Work Station. Ensure you have all of the supplies you will need and that your workstation is clean and organized. Gram Bag Labels. Begin labeling gram bags while your supervisor is preparing the day’s projects. Get Project Assignment(s). Check in with your supervisor about your projects for the day. Receive Project & Bar Codes. Your supervisor will give you your project along with the appropriate bar codes. Begin the labeling for your project. Calibrate your scale before beginning the project. Put on your hair net and latex gloves before handling medicine. Begin the project, turn it into your supervisor when completed, and rotate to your next assigned project. 11.7 MANAGER ONLY DUTIES Check in with Inventory Manager about POS Inventory Item List to determine inventory levels and project priorities for the day. Calibrate triple beam scale. Daily log of cart contents. Figure out the unit ratio per project; enter that information into the computer and print bar codes. Assign projects with input from the Processing Associates based on their interest and skill level. Split projects as needed (if they are too large to process); data entry of breakdowns. 11.8 PROCESSING CLOSING CHECKLIST Clean & Sanitize Workstation. Stock, organize, and put away supplies as needed. Sanitize utensils, trays, baskets, and scale and put them away. “Air can” the crevices so that they can be vacuumed by the cleaning crew in the morning. Sanitize all workstation surfaces. Disconnect Scale. Turn Off Workstation Light. Delegated Tasks. Check in with your supervisor about any tasks they need completed, such as restocking, trash compacting, shredding, etc. Clock Out. Clock out and then gather your personal belongings. 11.9 MANAGER ONLY DUTIES BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 158 of 210

Oversee the cleaning and sanitizing of the Processing Room. Delegate to Associates storage room restocking as needed. Verify the Daily Log against projects completed. Ensure nothing is left in the Project Bin; if yes, send back to Inventory. Check in with Inventory to resolve discrepancies and enter adjustments in the computer system.

SECTION 12 HUMAN RESOURCES & EMPLOYEE SECURITY POLICIES 12.1 EACH EMPLOYEE'S RESPONSIBILITY Safety can only be achieved through teamwork. Each employee must practice safety awareness by thinking defensively, anticipating unsafe situations and reporting unsafe conditions immediately. Please observe the following precautions: 1. Notify your manager of any emergency situation. If you are injured or become sick at work, no matter how slightly, you must inform your manager immediately. 2. The use of alcoholic beverages or illegal substances during working hours will not be tolerated. The possession of alcoholic beverages or illegal substances on Company property is forbidden. 3. Use, adjust and repair machines and equipment only if you are trained and qualified. 4. Know the proper lifting procedures. Get help when lifting or pushing heavy objects. 5. Understand your job fully and follow instructions. If you are not sure of the safe procedure, don't guess; just ask your manager. 6. Know the locations, contents and use of first aid and fire-fighting equipment. 7. Wear personal protective equipment in accordance with the job you are performing. Comply with OSHA standards and/or applicable state job safety and health standards as written in our safety procedures manual. A violation of a safety precaution is in itself an unsafe act. A violation may lead to disciplinary action, up to and including discharge. 12.2 DOOR PROTOCOL 12.3 WORKPLACE VIOLENCE Violence by an employee or anyone else against an employee, manager or member of management will not be tolerated. The purpose of this policy is to minimize the potential risk of personal injuries to employees at work and to reduce the possibility of damage to company property in the event someone, for whatever reason, may be unhappy with a company decision or action by an employee or member of management.

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If you receive or overhear any threatening communications from an employee or outside third party, report it to your manager at once. Do not engage in either physical or verbal confrontation with a potentially violent individual. If you encounter an individual who is threatening immediate harm to an employee or visitor to our premises, contact an emergency agency (such as 911) immediately. All reports of work-related threats will be kept confidential to the extent possible, investigated and documented. Employees are expected to report and participate in an investigation of any suspected or actual cases of workplace violence and will not be subjected to disciplinary consequences for such reports or cooperation. Violations of this policy, including your failure to report or fully cooperate in The Company's investigation, may result in disciplinary action, up to and including discharge. 12.4 WORKPLACE SEARCHES To protect the property and to ensure the safety of all employees, patients and the organization, The Company reserves the right to conduct personal searches consistent with state law, and to inspect any packages, parcels, purses, handbags, brief cases, lunch boxes or any other possessions or articles carried to and from Company property. In addition, The Company reserves the right to search any employee's office, desk, files, equipment or any other area or article on our premises. In this regard, it should be noted that all offices, desks, files, equipment, etc. are the property of The Company, and are issued for the use of employees only during their employment. Inspection may be conducted at any time at the discretion of The Company. Persons entering the premises who refuse to cooperate in an inspection conducted pursuant to this policy may not be permitted to enter the premises. Employees working on or entering or leaving the premises who refuse to cooperate in an inspection, as well as employees who after the inspection are believed to be in possession of stolen property or illegal substances, will be subject to disciplinary action, up to and including discharge, if upon investigation they are found to be in violation of The Company's security procedures or any other company rules and regulations. 12.5 NO WEAPONS IN THE WORKPLACE Possession, use or sale of weapons, firearms or explosives on work premises, while operating company machinery, equipment or vehicles for work-related purposes or while engaged in company business off premises is forbidden except where expressly authorized by The Company and permitted by state and local laws. This policy applies to all employees, including but not limited to, those who have a valid permit to carry a firearm. Employees who are aware of violations or threats of violations of this policy are required to report such violations or threats of violations to your manager immediately. Violations of this policy will result in disciplinary action, up to and including discharge. 12.6 IN AN EMERGENCY

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Chief Product Producer Will be responsible for all marijuana lozenge and products. The Chief Product Producer must follow the recipes and fully disclose all ingredients used. In conjunction with a cultivation assistant, the baker is responsible for all packaging of products and ensuring proper labels are attached. Product Producer Assistant Will take direction from their managers (Chief Product Producer & Chief Cultivator) as well as follow directions from senior management. Job duties include following the recipes during processing, fully disclose all ingredients used and packaging of all medical cannabis. Security Guard Medical Marijuana Transport Team (Security Guard / Driver & Transport Handler) It is Breakwater Alternative Treatment Center's intention to employ retired law enforcement officers for the role of transporters. Law enforcement personnel are very experienced in keeping detailed records and at data entry. Additionally, they are trained in personal safety issues and the importance of safety in the workplace. The team consists of two like qualified individuals (with a clear understanding of roles): Security Guard / Driver: Will be responsible for the transportation (driving) of medical cannabis from the cultivation site to the dispensary site(s). This position requires the individual to always remain with the vehicle when assets are being transported unless accompanying the Transporter for a pickup or delivery. Transport Handler: Will be responsible for handling the assets (medical marijuana) of

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medical cannabis from the cultivation site to the dispensary site(s). This position requires the individual to manage and keep track of all records (including hard copies). Manager of Alternative Center Will be responsible for the supervision of all Alternative Center employees to assure that they are properly performing their duties. The manager will also be responsible for preparing weekly inventory and sales reports. In addition, the manager will be the primary person responsible for the reporting of a fire, intrusion or other emergency. Alternative Center Employees Will be required to communicate clearly and show compassion for all patients entering the facility. A bi-lingual (Spanish) employee will be present during the hours of operation or available via telephone. Alternative Center employees will be responsible for determining the eligibility of individuals seeking entry into the facility and will conduct all patient transactions and required data entry and receipt filings. Receptionist Employee is responsible for all patient check-ins and making sure all documents are on file for each patient. Receptionist shall be responsible for answering inquiries received by email. Employee will greet and check in patients as they enter the building, providing excellent patient care, full compliance, and database accuracy. (This is the most routine task of the Receptionist). Employee will answer the phones, receive and transfer calls to staff, and adhere to company policies regarding what can and cannot be shared over the phone. Employee will maintain the aesthetics of the reception area, ensuring a clean, organized, and well-stocked environment. The employee will also ensure that the overall aesthetics meet our standard of excellence (flowers, etc.). 12.10 EMPLOYMENT CONTRACTS PLEASE SEE SECTION 17

SECTION 13 SAFETY DEPARTMENT 13.1 OPERATIONS MANUAL OVERVIEW This manual delineates the policies and procedures for the Safety Department at this dispensary. All employees working in the Safety Department must follow these policies and procedures. 13.2 ROLE OF THE SAFETY DEPARTMENT The Safety department is critical to the success and well-being of the dispensary. Safety Associates are the first contact for patients and visitors. Our department sets the standard by which patients will judge the dispensary and the mission statement. Make each patient feel welcome and a part of something special, which this organization indeed is. New patients should be welcomed for the first time and returning patients should be welcomed back. Be polite, attentive, and courteous. Use people's names when possible. Make eye contact when talking and especially when listening. Smile often. There are two overarching responsibilities that fulfill the role of the safety department: BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 164 of 210

1. It is the primary responsibility of all Safety Associates to constantly remain aware of their surroundings and take immediate preventive measures to reduce the likelihood of injury to anyone visiting the dispensary. 2. The secondary responsibility of Safety Associates is to protect Dispensary property from theft, damage, or acts of vandalism, as well as maintaining a safe physical environment for all staff, patients, and visitors. To fulfill this overarching role, the dispensary has been divided into several “safety zones,” each with their own unique guidelines and duties to be followed by the Safety Associate(s) assigned that zone. These zone-specific duties are called “Post Orders.” Although these Post Orders are general in nature, they shall be considered policy, and followed as any other Company policy where applicable. As with any general order, the Safety Post Orders may be modified or revised temporarily or permanently only by H. Alexander Zaleski (President) or Safety Department Head. Temporary modifications may be verbal or written, permanent modifications shall be written and added to the Safety Operations Manual. 13.3 OUR APPROACH TO SAFETY & SECURITY 13.4 EMPLOYEE SECURITY 13.5 DAILY LOG The Daily Log Folder is kept at the podium and contains a tool called the “Daily Pass On.” The Daily Pass On is completed throughout the prior day and closing, and contains important notes and instructions for the current or following day(s). The daily break schedule is included on the Daily Pass On. Only management may write on the Daily Pass On and all Safety personnel must read the Daily Pass On upon arrival for their shift.

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13.6 OPENING PROCEDURE BREAKDOWN 13.7 CLOSING PROCEDURE 13.8 PERSONAL SAFETY AND CRIME PREVENTION 13.9 EMERGENCY PREPAREDNESS PLAN

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13.14 TORNADO WARNING PROCEDURES Upon the notification of a tornado warning, employees and guests should stay in enclosed offices, rooms, and hallways in the interior of the building - away from exterior walls and glassy areas. Winds up to 200 mph can occur in a tornado. The hazards of a tornado typically are flying objects hazards. For maximum protection in offices, crouch down under a desk or table and cover your head. **PLEASE NOTE** A COMPREHENSIVE SECURITY PLAN FOR THE BREAKWATER ALTERNATIVE TREATMENT CENTER IS INCLUDED IN ALL MEASURES OF CRITERION 4 OF THIS APPLICATION.

SECTION 14 INVENTORY CONTROL DEPARTMENT 14.1 OPERATIONS MANUAL OVERVIEW This section delineates the policies and procedures for the Inventory Department of this dispensary. All employees working in the Inventory Department must follow these policies and procedures.

14.2 THE ROLE OF THE INVENTORY DEPARTMENT First and foremost, the Inventory Department is responsible for the storing, tracking, counting, and safekeeping of cash, medicine, and other dispensary products. All medicine is stored within the Inventory Department, before and after it is processed, until it is sold to our patients. 14.3 INVENTORY DEPARTMENT ADMINISTRATION Hours & Scheduling The Inventory Department is open every day that the dispensary is open, however the busiest days are Wednesdays, Thursdays, and Fridays. Thursday is busy in anticipation of heavy Friday sales, and Friday is busy in preparation for heavy weekend sales. The Inventory Department opens 2.5 hours before the dispensary opens (3 hours on Fridays). The department closes after the dispensary closes, but not until all Sales POS stations have been closed out for the day and all cash tills have been delivered to the Inventory Department. 14.4 GENERAL INVENTORY DEPT. POLICIES Any policies that apply to all dispensary employees also apply to Inventory staff. In addition, the following policies apply specifically to the Inventory Department: Never leave large amounts of money or medicine alone anywhere except in Control. All doors must stay locked and closed; only one door to a room may be left open when moving items. Control must stay locked unless someone is inside. Never leave large amounts of money laying around in Control, even if the doors are locked; always put away and store in the Big Bills Storage Box. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 171 of 210

If you receive a call from another department while you are in the middle of something important (like counting/sorting money), you must tell that person to wait a few minutes or send another IM team member. Do not leave your task. You must finish your current project before beginning a new one. Any changes made to the POS must be reviewed and approved by an Inventory Manager (e.g., product conversion vouchers, quantity adjustments, shake, by-product vouchers, physical inventory adjustments, item-edits, etc.) All money must be double-counted. Physical Inventories must be conducted on a regular and timely basis, at least once every six (6) weeks. 14.5 INVENTORY ASSOCIATE DAILY DUTIES Upon Arrival 1. Arrive a couple minutes before Inventory Department open time, but do not clock in yet. a. Store your non-essential personal items. No backpacks or other bags are allowed on the Inventory Dept. floor. b. Check the posted schedule for any changes. If you haven’t already, approve your schedule by initialing in the space requested. If there’s a problem with the schedule, discuss it with your supervisor. c. Notify/remind your supervisor of any important issues, such as break restrictions, appointments, or personal needs for today’s shift. 2. Once you’ve stored your personal belongings and are ready to start working, you may clock in. Priority #1: Build Sales Racks for the Day Priority #2: Dispense Cash Funds & Prepare Cash Tills Throughout the Shift 3. Adhere to the break schedule in accordance with the policy set forth in the Employee Handbook and as communicated by the Manager On Duty. 4. Restock any items that sell out throughout the day. 5. If delegated by the IM, count and reconcile the First Drop register tills at the appropriate time. 6. The Processing Department closes at approximately 5pm. Upon their closing, all processed and unprocessed items back to secure storage (GM Office or Control). Make labels for the new finished products with Name, Item #, Voucher #, and price (on colored labels). Affix each label on the corresponding product bin. Dispensary Closing 1. Prior to dispensary closing, make sure all First Drops from today have been counted. 2. Prior to dispensary closing, move the empty sales racks into the holding area in the Inventory Department. Also roll in two (2) black carts for money and edibles. 3. Complete all closing tasks as delegated by the IM or Manager On Duty. 14.6 CASH MANAGEMENT/TILL DROPS Each Sales Floor Workstation is assigned a cash drawer containing a cash till. The dispensary executes Till Drops twice every day, one at 1pm (midday) and one at 7pm (closing). 14.7 CREDIT CARD MACHINE ISSUES BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 172 of 210

Collect the settlement reports from each terminal in the morning, and stamp them with the correct bar stamp. 14.8 MONTHLY INVENTORY COUNT The dispensary conducts a physical count of all inventory every month to ensure absolute accuracy and accountability. This is a huge undertaking, and therefore the entire Inventory Department is involved. On the morning of an inventory count, the Inventory Manager will bring breakfast in for the entire Inventory team to start the day off right and will then kick-off the day with a pre-inventory meeting. While inventory counts may be arduous and require absolute precision and concentration, it’s a wonderful opportunity to come together each month as an entire team with a shared goal. 14.9 INVENTORY OPENING CHECKLIST Collect settlement report slips verifying “settlement successful” from credit card machines on floor. Verify all registers are ready for opening. Log onto the POS and review daily sales reports from previous day. Line up racks in vault to easily view all cart contents. Decide on how to build the board with the Inventory team, determining what to remove from the Sales Floor, what to put on sale, and what to add. Build the Processing Cart with bulk, edibles and concentrates. Log them out of the Safe Log. Delegate the following tasks to Inventory team members: morning restock, adding new items, edibles, labeling/displays, and test results for both smokeables and concentrates. When restocking is done, move the carts to the Sales Floor. Make sure the Change Box has appropriate change and give to the Sales Manager. Check in with the Sales Manager to make sure they have all they need, if anyone is sick, or if additional staffing is needed. Confirm all departments, all equipment, all medicine and all money resources are accounted for and ready to go. 14.10 INVENTORY CLOSING CHECKLIST Collect and reconcile all first drop register tills. Place the money and the corresponding Z-Out report in the numbered envelope and secure them in the vault. At approximately 7:45pm, begin preparations to close the Sales Counter. Pull out two pushcarts, the display cart, and the sales racks and roll them to the holding area if applicable. When Safety gives the all clear, take all carts to the Sales Floor. The Sales Manager will give Inventory the change box, closing tills, credit card receipts, and closing checklists. Secure all Sales Floor register tills and change box in the appropriate safe in the vault. All carts, racks, and displays should also be secured in the vault. Turn off all counting machines and lights. Lock down the vault and set alarm. Turn off all lights and computers, and then clock out. SECTION 15 EDUCATIONAL DEPARTMENT BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 173 of 210

We pledge to always put the well-being of our patients and the public good foremost in our objectives. We want patients to be able to use the highest quality medicine available to alleviate the symptoms of their illness and will always strive for positive patient utilization outcomes. The medical marijuana program is similar to introducing a new pharmaceutical drug that is undergoing clinical trials (Phase 1: Clinical Trials, Phase 2 Clinical Trials, etc). Breakwater’s approach to the medical marijuana program is much like the early days of “pharmacy care” which was much more of a hands-on approach to wellness and care. Breakwater will endeavor to provide our patients with access to a complete medical marijuana resource center. All of our services are designed to ensure that a patient’s transition into being a legal patient is based on knowledge and compassion. We believe that the more knowledge we can provide to our patients the more power they will have over their lives. Our services will include in-depth consultations and solutions by compassionate caregivers, social workers and legal support administered through Breakwater’s legal services program. Our goal is simple – Positive Patient Outcomes. As active members of the medical marijuana community, the Breakwater Alternative Treatment Center staff has the expertise to help people who have a qualifying medical condition become a legal medical marijuana patient. Our offices are private, confidential and secure. We are committed to providing only high quality patient services. 15.1 EDUCATIONAL POLICY Each patient will be presented with a Breakwater Alternative Treatment Center informational brochure, which will detail the various ingestion options, safe smoking techniques and all potential side effects for the medical cannabis products available at the Center. In addition to the brochure our Alternative Center employees will provide all requested information in detail and answer any other questions the patient may have. We will also work with the Department of Health and Senior Services to provide a list of Frequently Asked Questions concerning the Medical Marijuana Program. Breakwater Alternative Treatment Center will take pride in the care provided to patients. Educating on the safest methods of ingestion is a key component in making a patient comfortable and providing the most effective means of obtaining the optimum results for pain management. Breakwater Alternative Treatment Center will offer multiple methods and product options for the ingestion of medical cannabis. We believe that vaporization is the best method to "smoke" medical cannabis; however, there are many vaporizers out there. In an effort to help our patients we will always keep our ear to the ground and understand all products on the market. We do trust and believe in the "Volcano" vaporizer is a great product for vaporization purposes. 15.2 FREQUENTLY ASKED QUESTIONS Each new registered qualifying patient who visits our Alternative Centers will be provided with the Department of Health and Senior Services’ "Frequently Asked Questions" document, which explains the limitations on the right to use marijuana in the State of New Jersey. 15.3 TRACKING USEFUL DATA There is a need to document the self-reported uses and outcomes associated with medically used marijuana and we will fully document and analyze all relevant patient data and use that information to project current and future trends. We will partner, if possible, with a major New BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 174 of 210

Jersey University to collaborate with us and conduct long-term studies on all aspects of the use of medical marijuana. All facets of our operation will be tracked (cultivation, inventory, curing and sales) utilizing the latest software applications and fully integrate this data with complete patient profiles and reactions. Detailed demographic data, self-reported treatment utilization, treatment history, and diagnostic information will be obtained at baseline. Self-reported symptom severity information will be collected at baseline and at 3 month intervals yearly through standardized questionnaires that include assessment of quality of life, symptom severity, depression, anxiety, stress, coping skills, optimism/pessimism, and more. 15.4 EXAMPLE OF EDUCATIONAL MATERIALS Bracketed numbers (ex. [1]) refers to “References” listed at the end of this section Using Your Medicine (Educational Materials) The federal government classifies cannabis as a schedule 1 drug; a classification that implies that cannabis has no legitimate medical use. This classification should be changed because cannabis is recommended by a multitude of physicians for the treatment of many medical conditions. Furthermore THC (the primary active compound in cannabis) is FDA approved and is called dronabinol [6]. Dronabinol is marketed using the trade name Marinol [6]. There are many methods of using cannabis for the treatment of medical conditions. The following information is intended to inform medical cannabis patients about the various options available to them. Please note: The only form options that BATC offers currently are flower/bud form, lozenges and topical formulations. We understand the present Laws of the Medical Marijuana Program are restricted to three forms, the following is provided for educational purposes only. Smoking Cannabis Smoking is popular among patients for several reasons: 1. Rapid onset: Smoking delivers active compounds quickly into the bloodstream and to receptor sites via the lungs [4]. 2. Simplicity: Compared to other dosage methods, smoking cannabis is simple, requiring very little preparation time. Before smoking cannabis, the patient must simply separate the buds into individual flowers and remove any stems [2]. Doing so ensures an even burn and less need for flame application (less unwanted fumes=better-tasting, more healthful smoke). To make this easy, use a handheld herb grinder or a pair of scissors and a shot glass [2]. 3. Easy dosage determination: smoked cannabis is effective almost immediately, allowing the user to titrate the dose one puff at a time. This allows the user to get just the right dose by gradually increasing the dose until effective [7]. Methods of smoking a. Joint: (a.k.a. “marijuana cigarette” or “reefer”) Convenience of joints is key, as joints burn for multiple puffs worth of cannabis after only being lit once and are easily transportable [2]. Joints also taste pleasant to most patients, and they don’t require breakable, expensive, or conspicuous equipment [2]. A huge plus is efficient delivery of cannabinoids [3]. This is BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 175 of 210

perhaps due to a joint’s lack of a filter or long piping before the mouth, to which sticky cannabinoids adhere easily, reducing the amount of medicine that actually reaches the patient’s body [3]. It is a skill to roll a good joint, however, novices uninterested in learning how to do so should buy a joint-rolling machine or pre-rolled joints [2]. Before rolling a joint, the patient should break the bud(s) into small, uniform pieces about the size of the individual bud flowers or slightly smaller [2]. Stems should be removed from the flowers to avoid foul, acrid smoke and possible holes poked in the rolling paper [2]. To roll a joint, practice, practice, practice...or ask an expert at BATC for help. Some joint smokers prefer unbleached rolling papers, hemp rolling papers, or clear, cellulose-based papers, which may taste better and contain fewer impurities than traditional, bleached-white rolling papers. **Patients should note that, while still remarkably safe, joints are one of the less-healthful methods of dosage because they burn paper and glue along with cannabis, exposing users to impurities not presented by some other alternative dosage methods [2]. Another downside is waste: Some smoke is inevitably lost between inhalations, and there is usually leftover cannabis in the “roach”, or the small, undesirable leftover part of a burned joint [2]. However, joints’ efficient delivery of cannabinoids—relative to other smoking methods— may compensate for such waste [3]. b. Pipes: Pipes are an easy way to smoke cannabis, and can be broken down into two basic categories: 1) Dry “Hand” pipes, and 2) Waterpipes [2]. c. Hand Pipes: These come in a (possibly overwhelming) variety of shapes, sizes, and materials, but the basic mechanics are universal. To smoke a cannabis pipe: 4. Pack prepared buds into the bowl 5. Hold a flame directly over the medicine while simultaneously inhaling through the mouthpiece [2]. 6. Waterpipes: Mechanically, these are nearly identical to hand pipes, but use a chamber of water to filter and cool the smoke before it is inhaled [2]. There are two main types: bongs and bubblers, classified by either a large or a small filling chamber, respectively, in which the smoke collects. The main proven advantage over dry pipes or joints is comfort; smoke is cooled and free of hot ashes and particles [3]. *BEWARE: large “hits” of smoke will cause light-headedness and an inclination to blacking out, and waterpipes make accidentally taking a bigger-than-expected hit a possibility. Waterpipes are supposed by many smokers to be a safer alternative to dry pipes or joints because the water filters tar out of the smoke [2]. Unfortunately, as one test points out, water filtration removes THC and other desirable active compounds more so than tar [3]. This means “in order to obtain the same effective dose of THC, a smoker would end up taking in at least 30% more tars from a waterpipe than from an unfiltered joint” [2]. However, water filtration may remove water-soluble toxic gases such as carbon monoxide, which is linked to heart disease, and aldehydes, which promote cancer [3], so more research is required to determine whether waterpipes are beneficial or counterproductive [2]. **A problem with all pipe smoking is that you must suck on one side of the pipe, pulling air and, along with the flame—lighter fluid fumes—over the cannabis, through the pipe, and into your lungs to light the cannabis on fire. Grind your bud to minimize the need for a starting flame. To avoid lighter fluid fumes, some patients light their pipe with an organic, beeswaxcovered hemp wick, or a magnifying glass under bright sunlight. First time smoking? Use discretion, BATC's cannabis is highly potent! Don’t be alarmed though; this is good news for the patient because it allows him or her to burn less plant material to get an BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 176 of 210

effective dose than with lower-potency cannabis [3,2]. This also means that, if the patient is new to smoking, it may only take one substantial inhalation to get an effective dose. Start with a small hit. Inhale deeply, exhale immediately (it is a myth that holding in the smoke will be more effective), and WAIT for several minutes to feel the effects of the hit before taking the next so as to minimize the dose [4]. In summary, if a patient wants the quickest relief possible (easy preparation, plus onset in seconds [4]), and understands and accepts the possible risks inherent to smoking his or her medicine, a pipe is the utensil of choice. Our growing process and drying process are designed to prevent problems associated with fungi that would affect the safety of our medicine. Buds will be inspected upon trimming and after drying for the presence of mold, and samples from every batch will be sent to a laboratory for testing. Vaporization Breakwater Alternative Treatment Center highly recommends this method to all patients. Good vaporizers allow patients quick-onset relief and oral satisfaction similar to smoking without the health risks associated with smoke [1]. They do this by delicately heating the cannabis to the point that THC and other therapeutic substances change physical form, becoming gaseous [1]. The gas, or vapor, is then inhaled like smoke. The process leaves behind dry, slightly browned buds that, rather than having gone up in smoke, simply lack richness in medicinal compounds [2]. Studies show vaporizers significantly reduce carcinogens (cancer-causing agents), carbon monoxide (linked to cardiovascular disease), and tar [1,2,3]. Lozenges Lozenges are made in several ways. One way is to use edible gum such as Tragacanth or Acacia to make a basic mucilage. Then we mix in a dried form of medicinal marijuana butter solution, milk solution, oil solution or one of the three tincture solutions into the mucilage to make a paste [2,4,8]. When the paste has cooled slightly, we cut the paste into various size lozenges depending on dose. When it dries it is ready to be packaged and then stored in an airtight container. We will offer sugar-free or unrefined brown sugar forms. [8] They are absorbed through the mucus membranes of the mouth, and take effect in five to ten minutes [2,4]. Tinctures Cannabis can be administered orally using cannabis tinctures [2]. Cannabis tinctures have a long history of medical use in the United States [5]. As early as the 1850's American physicians prescribed tincture of cannabis with successful results [5]. There are three types of cannabis tinctures, made using alcohol and/or glycerine as solvents [4]. All three of these solutions may be taken under the tongue with an eyedropper [2]. They are absorbed through the mucus membranes of the mouth, and take effect in five to ten minutes [2,4]. Tincture dosage varies greatly depending on the concentration of cannabis in the tincture [4]. Glycerine tinctures have the advantages of tasting sweeter than alcohol tinctures, and being well suited for those who do not consume alcohol [4]. Alcohol tinctures have the advantage of usually being more concentrated than glycerine tinctures, thus less needs to be used for the desired effect [4]. Glycerine/alcohol tinctures combine the advantages and disadvantages of glycerine tinctures and alcohol tinctures [4]. Shake glycerine/alcohol tinctures to counteract separation [4]. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 177 of 210

Oral Administration Not just brownies: In theory, cannabis food can be anything that contains substantial butter, oil, milk, or alcohol, because cannabinoids are oil and fat-soluble and thus dissolve in these ingredients [2]. Eating food enriched with cannabis offers patients several advantages: 1. No risk of damage to respiratory system. 2. Longer-lasting relief (up to 10 hrs.) [4] 3. Can be made with leaf, which costs less than high-grade bud [2] Eating cannabis-laden foods also has distinct disadvantages for some patients: 1. Slower onset of effects (15min-3hrs) [2] 2. Proper dosage is difficult to gauge; many variables at play [4] 3. Cooking THC makes it slightly more psychoactive [2] Dosage Cannabis can be administered using tinctures, ingestion, smoking, vaporizing, and by other methods. The effect of each method and the rate of onset when using each method varies. Smoking and vaporization provide the fastest onset of effects of any method of administering cannabis [4]. Effects can be felt almost instantly [4]. Tinctures are slightly slower to take effect than inhalation methods; they start to take effect in five minutes or less [2]. Eating cannabis infused foods or capsules is the slowest method of medicating with cannabis but it provides longer lasting effects than other methods [2]. The effects of ingested cannabis may take from 30 minutes to longer than an hour to be noticeable, and may maintain peak intensity for one to two hours before gradually diminishing over several hours [2]. The effects imparted by eating cannabis are also pharmacologically different from those produced by other intake methods, because THC is converted to 11-hydroxyl-THC in the liver when cannabis is eaten [2]. When using any cannabis preparation start with a small quantity, wait the proper amount of time for the effects to take place, and then take more if necessary [5]. Dosage determination is most easily accomplished using inhalation and tincture methods [2]. It is more difficult to determine ingestion dosage than inhalation or tincture dosage, because the onset of effects is much less rapid with ingestion [2]. The amount of food and type of food in the digestive tract also play roles in determining effective ingestion dosage, further complicating the task [4]. Whatever the method of intake, a lethal overdose of cannabis cannot be achieved [5]. Overdosing on cannabis may produce unpleasant feelings such as drowsiness or anxiety, but users experiencing such feelings should stay calm and wait for the effects of cannabis to diminish [4]. Users who fear the possibility of unpleasant feelings from an overdose may wish to avoid cannabis edibles, as eating cannabis is the most likely intake method to cause an overdose [2]. Potency All of the varieties that BATC will offer are high, medium and low potent*. This is a BATC policy for several reasons. One reason is high potency will save caretakers money by allowing them to use less medicine. Another reason is highly potent varieties are healthier for those who choose to smoke their medicine, because less plant material must be smoked to get the same dose BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 178 of 210

of active compounds [2]. We will also only offer highly potent varieties, as this will aid in simplifying the caretaker's task of choosing the right varieties for their individual needs. One last reason for this policy is that it will help caretakers determine the appropriate dosage of each variety. *Each variety we offer is of different potency and has unique medicinal effects. Tolerance Heavy cannabis use will, over time, result in lowered sensitivity to the drug [2]. However, most patients lose side effects over time, not medicinal efficacy [2]. To avoid gaining tolerance to cannabis, patients should try different varieties of cannabis and different intake methods [2]. Addiction Cannabis isn't physically addictive, however psychological dependence may occur [2]. This means cannabis use may become habitual in some users [2]. When discontinuing cannabis use, long-term heavy users may experience mild withdrawal symptoms including anxiety, difficulty sleeping, and irritability [2]. References [1] Armentano, P. (2009). Emerging clinical applications for cannabis and cannabinoids: a review of the recent scientific literature 2000- 2009. Washington, DC: NORML Foundation. [2] Gieringer, D., Rosenthal E., & Carter G. T. (2008) Marijuana medical handbook. Oakland, CA: Quick America. [3] Gieringer, Dale (2000). Marijuana water pipe and vaporizer study. Newsletter of the Multidisciplinary Association for Psychedelic Studies, 6(3) Retrieved 6/19/2010, from http://www.maps.org/news-letters/v06n3/06359mj1.html [4] Lauve J., & Luttrell, H. (2010, Feb./Mar.) What is the right amount for me? Cannabis Health News Magazine, 1, 2. [5] Mikuriya, T. H. (Ed.). (2007) Marijuana: medical papers 1839-1972 (Vol. 1). Nevada City, CA: Symposium Publishing. [6] Joy, J. E. (1999) Marijuana and Medicine: Assessing the Science Base. Washington, D.C.: National Academy Press. [7] Earleywine, M. (2002) Understanding Marijuana: A New Look at the Scientific Evidence. NY: Oxford University Press. [8] Hoffman, David. (2002) The Complete Illustrated Guide to Holistic Herbal: A Safe and Practical Guide to Making and Using Herbal Remedies. Element Books. 15.5 EDUCATION ON PACKAGING & LABELING Packaging Medical marijuana flowers will be distributed in airtight glass jars or plastic containers similar to those used by pharmacies. Lozenges will be packaged in appropriate plastic packaging and tightly sealed to keep contents from spoiling. Topical formulations will be package in appropriate tubes or plastic containers and tightly sealed to keep contents from spoiling. Labeling BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 179 of 210

Breakwater Alternative Treatment Center will use a comprehensive labeling system for all medical cannabis useable goods and products available for purchase. All packaging will have a label attached thereto specifying the following information: a. A label containing any statements about the product other than those specified by law shall contain the following statement prominently displayed, and in boldface type: “This statement has not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.” b. “This product is for medical use only and is not for resale” c. Batch identification number d. Contact information for Breakwater Alternative Treatment Center’s Help Hotline e. Expiration date f. Suggested Strain Classifications include but not limited to: a. Sedative b. Euphoric c. Stimulatory d. Sleep inducing Specific to medical cannabis flower labels: a. Strain type b. Potency (Percentage breakdown of CBA’s, CBD’s and THC levels) c. Quantity Example of a potential description- “flowers/buds (4 grams)" Specific to lozenges/topical formulation marijuana products: a. “Strain” b. “Potency” c. “Quantity” contained (grams or ounces) based on dry weight before the manufacturing process. d. “Source” (cannabis flowers, leaves or both) e. “Form” f. Ingredients- under strict supervision every manufactured cannabis product from Breakwater Alternative Treatment Center will include complete ingredients ordered by weight, weight of product and allergy warnings. a. Manufacturing process (how the CBA’s, CBD’s and THC has been extracted from the marijuana) i. Using alcohol and/or glycerin ii. Oil iii. Butter iv. Milk

15.6 EDUCATION ON STRAINS BATC will consistently provide: 1. Flying Dutchman's 'Original Haze' This cultivar ('strain') is the true original haze. This cultivar was developed in the 1970's, but is still considered an excellent plant for the stimulating characteristics of its medicinal effect. This BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 180 of 210

cultivar is considered to be a pure sativa with a classic laughter increasing effect. The flavor is sweet and sour. This cultivar (strain) has been recommended for: Crohn’s Disease, epilepsy, multiple sclerosis, and other-related illnesses. 2. Nirvana Seeds Standard 'Early Bud' This is a fast flowering hybrid containing indica and sativa genetics. It has an effect that is euphoric and mellow. This cultivar has a slightly spicy, fresh flavor. 3. Sensi Seed's 'Hindu Kush' This cultivar comes from the Hindu Kush mountain range in the Afghanistan/Pakistan region. It is considered to be a pure indica cultivar with a classic relaxing and slightly sedative effect. The flavor is sandalwood- like with hints of sweetness. BHCC will order seeds of these three cultivars and grow them to maturity. Before the seedlings begin flowering cuttings will be taken from each seedling to serve as potential stock plants. The harvested cannabis from each seedling female will be evaluated for potency using laboratory techniques. After determining the potency of each seedling female, the females containing less than ten percent THC will be further evaluated for additional characteristics, and a stock plant for each variety will be chosen. Cuttings from the chosen seedlings will become BHCC's stock plants for further propagation.

SECTION 16 CRITRICAL INCIDENT DEPARTMENT The process of conducting a critical incident review will be divided into three steps: 16.1 Identify and record the incident Describe what happened and how it affected the person, the reporting employee (you), and the Alternative Center. Think about how it could have been avoided and what might be done to stop it happening again. 16.2 Prepare for the review The review should encourage mutual support and openness, and emphasize learning. Someone, for example an external facilitator, should lead and chair the audit and make sure there is protected time for all involved. The lead should set ground rules such as confidentiality, having an open discussion, allowing everyone to speak and participate in active listening, and not allocating blame. 16.3 Running the review The questions on the form can be used to structure the review meeting. You might consider the following points: What happened? Did something go wrong? What things went well? How did it affect the patient, you, and the practice? Could it have been avoided? Can it be stopped from happening again? What action needs to be taken by whom and when? BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 181 of 210

What learning or development need has this highlighted for you (to put into your personal development plan)? What learning or personal development need has it highlighted for others?

16.4 Keeping a record Keeping a log of all critical incidents can help identify patterns. If you re-audit an event you can see whether you put into place the changes you agreed in the review. Please see a sample “Critical Incident Report” on the following page.

Critical Incident Report Critical Incident Submission Form Please complete this form with as much information as possible. We will get back with you via phone or e-mail if clarification is needed. Your Name: Title ______________________ First Name ___________________________ MI _______________________ Last Name ___________________________ Suffix ____________________ Facility address __________________________________________________________ Your e-mail address:________________________@_____________________________ Today's Date: / Month / Day /Year _____________________________________ BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 182 of 210

Date of Incident: / Month / Day /Year ___________________________________ Location in Facility: _________________________________________________ Number of staff involved: ________________________ Names of staff: __________________________________________________________ Number of staff injured: __________________________ Names of staff injured: ____________________________________________________ Number of public involved: _______________________ Names of public: _________________________________________________________ Number of public injured: _________________________ Names of public injured: ___________________________________________________ Was a weapon used? : _____________ If a weapon what type(s)? : _________________________________________________ What agency was notified and by whom ? : ____________________________________ ________________________________________________________________________ Description of Incident: ____________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ Management's response and any problems with it: _______________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 183 of 210

Suggestions for how this could have been prevented: _____________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ I have read and agree to abide by this Employee Manual. Employee Signature:______________________________Date: ____________________ Witnessed by:___________________________________Date: ____________________ For: Breakwater Alternative Treatment Center Corp.

SECTION 17- SAMPLE EMPLOYMENT CONTRACTS PLEASE NOTE: SECURITY PERSONNEL EMPLOYMENT CONTRACTS ARE PROPRITARY General Manager: EMPLOYMENT AGREEMENT Breakwater Alternative Treatment Center Corp., a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, hereinafter referred to as “Employer” and____________________________________of ___________________________________________, hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011 and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as the General Manager of the Corporation dispensary and cultivation sites. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by H. Alexander Zaleski, COO. Employee shall specifically be responsible for the following. The General Manager will be responsible for oversight of all activities at the dispensary and the cultivation BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 184 of 210

site. Responsibilities include implementing cultivation and harvesting protocols, inventory management, report generation, patient management, data entry supervision, sales tax reports and fire and police liaison. Employee shall devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $______________ a year payable in equal installments of $____________ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year. Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract. Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 185 of 210

Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at___________________, New Jersey.

Breakwater Alternative Treatment Center Corp. By

Dispensary Manager: EMPLOYMENT AGREEMENT Breakwater Alternative Treatment Center Corp of New Jersey, a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, hereinafter referred to as “Employer” and of hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 186 of 210

Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011 and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as the Manager of Alternative Treatment Center of the Corporation dispensary. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by H. Alexander Zaleski. Employee shall specifically be responsible for the following. Employee will be responsible for the supervision of all Alternative Treatment Center employees to assure that they are properly performing their duties. The manager will also be responsible for preparing weekly inventory and sales reports. In addition, the manager will be the primary person responsible for the reporting of a fire, intrusion or other emergency. Employee shall devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $_____________ a year payable in equal installments of $_________ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year. Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract. Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 187 of 210

it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at___________________, New Jersey.

Breakwater Alternative Treatment Center Corp. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 188 of 210

By Alternative Treatment Center Provider: EMPLOYMENT AGREEMENT Breakwater Alternative Treatment Center Corp of New Jersey, a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, hereinafter referred to as “Employer” and of hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011 and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as a Alternative Treatment Center provider of the Corporation dispensary. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by H. Alexander Zaleski. Employee shall specifically be responsible for the following. Employee will be required to communicate clearly and show compassion for all patients entering the facility. A bi-lingual (Spanish) employee will be present during the hours of operation or available via telephone. Alternative Treatment Center employees will be responsible for determining the eligibility of individuals seeking entry into the facility and will conduct all patient transactions and required data entry and receipt filings. Employee shall devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $____________ a year payable in equal installments of $_______ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year. Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All

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business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract. Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 190 of 210

Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at___________________, New Jersey.

Breakwater Alternative Treatment Center Corp. By

Dispensary Receptionist: EMPLOYMENT AGREEMENT Breakwater Alternative Treatment Center Corp of New Jersey, a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, hereinafter referred to as “Employer” and of hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011 and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as a Receptionist of the Corporation Dispensary site. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by H. Alexander Zaleski. Employee shall specifically be responsible for the following. Employee is responsible for all patient checkins and making sure all documents are on file for each patient. Receptionist shall be responsible for answering inquiries received by email. Employee will greet and check in patients as they enter the building, providing excellent patient care, full compliance, and database accuracy. (This is the most routine task of the Receptionist). Employee will answer the phones, receive and transfer calls to staff, and adhere to company policies regarding what can and cannot be shared over the phone. Employee will maintain the aesthetics of the reception area, ensuring a clean, organized, and well-stocked environment. The employee will also ensure that the overall aesthetics meet our standard of excellence (flowers, etc.). Employee shall devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 191 of 210

competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $________ a year payable in equal installments of $________ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year. Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract. Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 192 of 210

party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at___________________, New Jersey.

Breakwater Alternative Treatment Center Corp. By Chief Cultivator (Horticulturist): EMPLOYMENT AGREEMENT Breakwater Alternative Treatment Center Corp of New Jersey, a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, hereinafter referred to as “Employer” and Joseph Bender of 604 Devils foot Road, Unit 32, North Kingstown, RI 02852, hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011 and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as the Horticulturist of the Corporation dispensary and cultivation sites. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by H. Alexander Zaleski, COO. Employee shall specifically be responsible for the following. Employee will have direct control over all aspects of the growing, harvesting and curing process and will conduct routine inspections of all equipment to assure that it is in proper working order. Employee shall BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 193 of 210

devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $_____________ a year payable in equal installments of $___________ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year. Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract. Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS

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Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at___________________, New Jersey. Joseph Bender Breakwater Alternative Treatment Center Corp. By

Cultivation Assistant: EMPLOYMENT AGREEMENT Breakwater Alternative Treatment Center Corp., a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, New Jersey, hereinafter referred to as “Employer” and of hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011

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and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as the Cultivation Assistant of the Corporation dispensary and cultivation sites. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by Joseph Bender. Employee shall specifically be responsible for the following. Employee will take direction from their manager (Horticulturist) as well as follow directions from senior management. Job duties include checking nutrient levels and evidence of pest infestations, performing the cloning, harvesting, trimming, drying, curing, processing and packaging of all medical cannabis. Employee shall devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $___________ a year payable in equal installments of $____________ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year. Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract. Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 196 of 210

remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at___________________, New Jersey.

Breakwater Alternative Treatment Center Corp. By

Baker: EMPLOYMENT AGREEMENT

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Breakwater Alternative Treatment Center Corp., a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, New Jersey, hereinafter referred to as “Employer” and of hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011 and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as a Baker of the Corporation Cultivation site. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by H. Alexander Zaleski. Employee shall specifically be responsible for the following. The baker will be responsible for all baked goods. The baker must follow the recipes and fully disclose all ingredients used. In conjunction with a cultivation assistant, the baker is responsible for all packaging of products and ensuring proper labels are attached. Employee shall devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $__________ a year payable in equal installments of $_________ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year. Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract.

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Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at___________________, New Jersey.

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Breakwater Alternative Treatment Center Corp. By

Transporter: EMPLOYMENT AGREEMENT Breakwater Alternative Treatment Center Corp of New Jersey, a Non-Profit New Jersey Corporation, located at 222 Jefferson Blvd., Suite 200, Warwick, New Jersey 02888, hereinafter referred to as “Employer” and of hereinafter referred to as “Employee”, in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYMENT Section 1.01 Employment Term. Employer hereby employs Employee and Employee hereby accepts employment with Employer for the period beginning on 2011 and terminating on 2013 (the “Term”), unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE Section 2.01. General Duties. Employee shall serve as the Transporter of Medical Cannabis of the Corporation dispensary and cultivation sites. In such capacity, Employee shall do and perform all services, acts, or things necessary to perform her responsibilities as determined by H. Alexander Zaleski, COO. Employee shall specifically be responsible for the following. Employee will be responsible for the transportation of medical cannabis from the cultivation site to the dispensary site(s). It is BATC's intention to employ retired law enforcement officers for the role of transporters. Law enforcement personnel are very experienced in keeping detailed records and at data entry. Additionally, they are trained in personal safety issues and the importance of safety in the workplace. These will all be responsibilities of the medical marijuana transporter. Employee shall devote his/her full working time, efforts, ability, and attention to the business of Employer during the Term and shall not be engaged in any other business activity, whether or not for gain or profit, during such period. Section 2.02. Noncompetition. During the Term, Employee shall not, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business that is competitive with the business of Employer. At no time during the Term shall Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Employer and any of Employer’s customers, clients, suppliers, consultants or employees. ARTICLE 3. COMPENSATION OF EMPLOYEE Section 3.01. Base Salary. As compensation for her services to be performed hereunder during the Term, Employee shall receive a base salary of $____________ a year payable in equal installments of $___________ on the first and fifteenth day of each month. Employer shall deduct from said sum, all applicable Social Security, Federal, State and local taxes. Section 3.02 Benefits and Vacation. During the agreement term, the Employee shall be entitled to participate in, to the extent they exist, the benefit plans and programs (including without limitation; retirement plan participation and health insurance) and receive ten (10) days paid vacation per year.

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Section 3.03 Business Expenses. Upon submission of itemized expense statements in the manner specified by the company, the Executive shall be entitled to reimbursement for reasonable expenses duly incurred by Employee in performance of the Employee’s duties under this agreement in accordance with the policies and procedures established by the company. All business expenses in excess of one hundred ($100.00) dollars shall be approved by the Employer prior to undertaking same. ARTICLE 4. TERMINATION OF EMPLOYMENT Section 4.01. Termination. (a) Employer may terminate this Agreement: (1) upon the death of the Employee; (2) upon the disability, either physically or mentally, of Employee whether totally or partially so that the Employee is unable to perform her duties aggregating 60 days during this contract. Section 4.02. Termination for Cause (a) Employer reserves the right to terminate this Agreement at any time during the Term hereof if the Employee breaches any of the duties which it is required to perform under the provisions of this Agreement, the Employee Confidentiality Agreement, or the Non-Compete Agreement or commits acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude. (b) Employer may at its option terminate this Agreement for the reasons stated in this Section by giving written notice of termination to the other party without prejudice to any other remedy to which it may be entitled either at law, in equity, or under this Agreement, and termination shall be effective immediately upon the giving of such written notice. (c) The notice of termination required by this Section shall specify the ground (s) for the termination and shall be supported by a statement of all relevant facts. Termination shall take effect immediately. (d) Upon Termination of this Agreement for any reason whatsoever, Employer shall pay to Employee all sums then due Employee hereunder on the effective date of termination. ARTICLE 5. GENERAL PROVISIONS Section 5.01. Arbitration. (a) Subject to subparagraph (b) hereafter, any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by binding arbitration before the American Arbitration Association in New Jersey, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The cost of the Arbitration shall be borne in such proportions as the Arbitrator shall decide. (b) Notwithstanding, the provisions of subparagraph (a) hereinabove, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any party may seek injunctive or other equitable relief in any controversy or claim arising out of this Agreement, or in the breach thereof, in the Supreme Court of the State of New Jersey for the County of New Jersey or the United States District Court for the Southern District of New Jersey. Section 5.02. Notices. Any notices to be given hereunder by either party to the other shall be in writing transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the second day after the date of mailing. Section 5.03. Attorney’s Fees and Costs. If any arbitration or action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall also be entitled to reimbursement for reasonable attorney’s fees, costs and necessary disbursements. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 201 of 210

Section 5.04. Entire Agreement. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Section 5.05. Modifications. Any modification of this Agreement will be effective only if is in writing and signed by Employer and Employee. Executed as of , at , New Jersey.

Breakwater Alternative Treatment Center Corp. By______________________________________

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BUSINESS PLAN

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DISCLAIMER This Business Plan (and any and all drafts and parts thereof) is based upon information supplied by Breakwater Alternative Treatment Center, its President, and is being furnished on a confidential basis, solely for use by prospective investors in and/or potential strategic business associates of the company (collectively ‘recipient’). The use or distribution of this Business Plan to any other parties or for any other purposes is not authorized. Neither the company, nor any of its respective employees, contractors, affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained in this Business Plan or in any other written or oral communication transmitted or made available to a recipient. . Material portions of the information presented in this Business Plan constitute ‘forwardlooking statements’ which can be identified by the use of forward-looking terminology such as ‘may’, ‘will’, ‘expect’, ‘anticipate’, ‘estimate’, ‘plan’, or ‘continue’ or the negative form thereof or other variations thereon or comparable terminology. Such forward-looking statements represent the subjective views of the management of the company, and management’s current estimates of future performance are based on assumptions which management believes are reasonable but which may or may not prove to be correct. There can be no assurance that management’s views are accurate or that management’s estimates will be realized, and nothing contained herein is or should be relied on as a representation, warranty or promise as to the future performance or condition of the company. Industry experts may disagree with these assumptions and with management’s view of the market and the prospects of the company. The sole purpose of the Business Plan is to assist a recipient in deciding whether to proceed with further investigation but this Business Plan does not purport to contain all material information that an interested party might consider in investigating the company. A recipient should conduct his or her own independent analysis and investigation. This Business Plan shall not be construed to indicate that there has not been any change in the financial condition, business, operations, plans or other affairs of the company since the date of preparation. The company does not expect to update or otherwise revise this Plan to reflect any such changes. Introduction The Breakwater Alternative Treatment Center (“Breakwater”) concept was created to infuse horticultural innovation and sympathetic treatment into the medicinal marijuana industry. Breakwater is committed to combining mental and physical health in a format previously inaccessible to terminal and other patients. Breakwater plans to bring this concept to fruition through the use of “green” growing techniques to create an affordable medicinal marijuana product in a concerned and compassionate setting bringing both physical and mental relief to qualifying patients. Breakwater Alternative Treatment Center will operate on a long-term basis as a strictly nonprofit corporation. It is clear that for at least the first two years operating expenses will exceed revenues. Once that is no longer the case and the reverse becomes true, BATC will allocate excess funds to a mix of the needs of the patients and caregivers, capital investment in energy saving programs and contributions to other charitable and non-profit organizations in the state of New Jersey. For example, BATC will establish a fund and allocate a percentage of excess funds to pay for patient licenses and medicine for those patients that cannot afford to pay themselves.

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At no time will excess revenue inure to the benefit of any individual person or member of Breakwater Alternative Treatment Center Corp. After evaluating the medical marijuana industry nationwide and taking into account the needs of patients in New Jersey, Breakwater Alternative Treatment Center has determined estimates for an Alternative Treatment Center located City of Manalapan located in Monmouth County and a cultivation site in New Egypt located in Ocean County. We have chosen these cities due to our long established relationships with community leaders and residents within the City of Manalapan as well as New Egypt and the surrounding areas. The Concept BATC will produce the highest quality medicinal marijuana using the most environmental and cost effective growing techniques. Employing a growing system using organic pest controls, sunlight and recyclable water and resources, Breakwater will produce the finest product at the lowest cost. This method will ultimately enable Breakwater to pass its production savings on to its patients. Along with its medicinal marijuana production, Breakwater intends to provide free Chiropractic services and a library of information on the use of medicinal marijuana and holistic healing. The initial growing facilities will consist of a single 120ft. x 60ft. greenhouse located at a secure facility providing its own structural security in addition to the security provided by Breakwater. The growing location as proposed is adequate to hold a minimum of 12 greenhouses (minimum production capabilities of 1,320 pounds at one given time) allowing Breakwater to expand its growing facilities as the needs of its patients increase. In addition to the proposed growing facilities, Breakwater shall maintain a handicapped accessible dispensary center in the centrally located part of Monmouth County in the City of Manalapan allowing its patients ready access to recommended medicinal marijuana and the additional services provided by Breakwater, including but not limited to: Charitable Initiatives and Servicing of Indigent Patients The members of the BATC management team have been proponents of using medical cannabis for alternative patient treatment for over twenty-five years. Whether through a personal qualifying medical condition, through family members or friends, the BATC team has experienced firsthand the positive benefits that Medical Marijuana provides to those who need it most. Some of the health issues our team members have personally confronted include, but are not limited to: various cancers, Multiple Sclerosis (MS), severe chronic pain, glaucoma, and other severe pain conditions, and various other current approved conditions. BATC is fully committed to providing medical cannabis to low-income qualifying patients to eliminate disparities in access and treatment for our patients. Each year BATC will commit a percentage of its net operating revenue to patient programs as well as another portion to other non-profit and charitable organizations like Good Tree Farm in New Jersey that support BATC’s mission and will invest in research and treatment efficacy studies affiliated with New Jersey colleges and universities. Any profits after expenses will be re-invested in the business to improve services to patients and implement energy efficient technologies in order to reduce the company’s carbon footprint. In addition, BATC will provide the following services as part of our commitment to operate as a non-profit corporation: BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 205 of 210

a. Patient Activist Resource Center The Breakwater Alternative Treatment Center endorses active participation in advocacy, public policy-making and social promotion of the medical cannabis movement. BATC will establish an on-site Patient Advocacy Resource Center to enable patients and family members to gain more knowledge about medical marijuana and provide advocacy tools to help promote public awareness of the benefits of medical marijuana. b. Reading Library Free educational literature on medical cannabis will be available in the on-site reading library in the dispensary and will provide patients with reading materials covering topics such as cannabinoids research, pain and stress management and holistic approaches to health and wellness. BATC will consult research studies by such recognized authorities as Raphael Mechoulam, PhD, the father of our modern understanding of the nervous system and cannabinoids system, and many of his successors to develop an easy to understand program and approach to explain the effects of THC and cannabinoids on the body. c. Alternative Care Assistance Program BATC is fully committed to providing medical cannabis to low-income qualifying patients to eliminate disparities in access and treatment. BATC will seek guidance from the New Jersey Department of Health and Senior Services (NJDHSS) to determine the most appropriate approach to providing assistance to patients who are unable to afford the cost of medical cannabis, such as those populations covered under SSI or other assistance programs. One of BATC’s primary goals is to give back to the community and it intends to do as much as it can with the resources available. BATC has been working with CMMNJ and the patients of New Jersey to understand the local medical cannabis market and the needs of the patients on SSI and others with low incomes. BATC understands there is a growing demand for medical cannabis at an affordable price. Most of those being assisted through caregivers are receiving excellent care at an affordable price but not all are receiving the care they deserve and some just need more medicine. BATC is familiar with patients as well as caregivers who have served them in New Jersey. BATC will never sell products or provide them to those with low incomes that fail to meet strict purity and quality control standards. d. Healthy Incentives Program BATC will offer incentives to patients who choose healthy ingestion methods. Breakwater Alternative Treatment Center's Rewards Program is a way to encourage patients to select healthy and safe ingestion methods and wellness activities. There is no cost or activation fee of any kind. Our advanced web-based system assigns each patient their own profile and will automatically track their healthy activities. Incentives will be given to those who buy: Vaporizes as a method of ingestion Healthier Lozenge choices (produced with Light Olive Oil, organic brown sugar and sugar-free) And many more healthy ingestion options will be available e. Holistic Services BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 206 of 210

BATC will offer referrals, complementary and reduced fee holistic services to patients in order to promote a healthy lifestyle. BATC is developing partnerships with qualified professionals throughout New Jersey to bring these services to patients. f. Unused Excess (Returned) or Unusable Marijuana We will accept unused excess (returned) marijuana from registered patients or caregivers but we will not redistribute it. Instead it will be destroyed by a method approved by the NJDHSS. All returned or unusable marijuana will be turned over to the New Jersey State Police for destruction. The mechanics of the turnover and the frequency will be determined after consultations with appropriate commanders in the New Jersey State Police Department. We will weigh any amount received from outside sources and will set aside at a minimum an equal amount of our own product to distribute to those that cannot afford marijuana for medical purposes. We stand behind all of our products and guarantee that consistency of quality will be maintained. We will offer full refunds for any of our products distributed that the patient is not satisfied with, no questions asked. See also Exhibit 2- “Greenhouse Quote” (Attached) Price of Medical Marijuana Just like prescription pharmaceuticals or over the counter medications, there are many different types of medicinal cannabis. Certain plants are better at treating certain illnesses than others. This will cause cost to vary depending on the particular medicine. But, generally, our price range will be $240 to $280 per ounce. To those who qualify for government support will be on a sliding cost scale from providing free medicine (to those who need it most) up to a reduced cost of $200 dollars an ounce. Please refer to the sliding scale presented in Section 9.7 of the Operations Manual. Development Timeline The expectation is for a 6-7 month ramp-up to fully establish a growing location. The timeline (See Question 13 “Startup Timetable”) shows the duration each critical milestone will take, and then the subsequent major milestones in establishing a fully operational growing center and dispensary. Management Team Richard S. Lefkowitz, ESQ. – Chief Executive Officer (CEO) & Board Member H. Alexander Zaleski, ESQ. – Chief Operating Officer (COO) & Board Member Dr. Hisham Moharram, PhD – Chief Cultivator & Board Member Capital Requirements and Summary Financial Projections A detailed description about the amount and source of the equity and debt commitment for the proposed dispensary that demonstrates the immediate and long-term financial feasibility of the proposed financing plan, the relative availability of funds for capital and operating needs; and the financial capability to undertake the project. a. Equity and Debt Commitment

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The Company has projected capital requirements of approximately $825,000 to commence and maintain initial operation and expansion. To insure adequate capitalization, the Company is presently capitalized with $1,500,000 borrowed from BlueMark Asset Management Corp. at a favorable rate (5 percent), commencing upon the issuance of a permit by the State of New Jersey. The loan will enable us to continue business operations and startup costs without the need to pay any interest expenses during the first 4 years of operation. After extensive review of other established facilities and established growing and dispensary centers, BATC believes that $1,500,000 is more than sufficient capital to cover all startup and initial operating expenses including but not limited to preparation of both sites, legal compliance, insurance, initial payroll with fringe benefits, supplies, office expenses, utilities, leasehold expenses, taxes and other business overhead. Additional sums remain available, if necessary, to fund BATC’s longer term financing needs until BATC becomes self-sustaining. The startup equity is currently being held in escrow by the law offices of Jonathan Fisher, Esq. in the sum of One Million five hundred Thousand Dollars ($1,500,000.) for the benefit of Richard S. Lefkowitz the CEO and H. Alexander Zaleski the COO. The source of the equity comes from a privately financed loan that has been fully committed to and pledged for this project. Please see Exhibit 1 “Loan Guarantee” (Attached) b. Accessing Startup Capital The funding is liquid and remains available to cover capital and operating needs, immediately upon receipt of BATC’s permit. c. Project Feasibility As stated above, BATC, through the loan proceeds, will have all the funds necessary to build and operate the previously described cultivation site and dispensary. Our Management Team, Board of Directors, Medical Advisory Board and Consultants possess the requisite expertise and commitment to ensure the success and sustainability of the project. Income Statement Breakwater has set forth a three-year plan employing an expansion model based on anticipated patient needs using data collected from medicinal marijuana dispensaries in other States within the United States. The Company will begin operations with one growing greenhouse and one dispensary. In anticipation of the need for expansion, Breakwater has accumulated working capital of $1,500,000. Based on Breakwater’s research and projections, this initial $1,500,000 in working capital is sufficient to finance all of the potentially necessary expansion as well as all necessary startup costs. In short, Breakwater is fully financed at inception. All Greenhouses shall be located in one secure location, while the proposed dispensary shall be strategically placed in the Central Region of the State of New Jersey providing ready access to patients taking into account both regional population and proximity to major roadways. Below is a complete Income Statement for the Company’s initial three years of operation. PLEASE NOTE: The provided projection does not include interest payments on $1,500,000 borrowed capital, when in fact the Company projections call for approximately $825,000 in borrowed capital. The loan will enable us to continue business operations and startup costs without the need to pay any interest expenses during the first 4 years of operation. BREAKWATER ALTERNATIVE TREATMENT CENTER   p. 208 of 210

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Expansion Plan At the conclusion of the first year of operation, BATC will decide, in cooperation with the NJDHSS, if there is a need for additional services. If the Department of Health and Senior Services allows we would like to add our own transportation vehicles to transport patients who lack access to public transportation and bring them to Breakwater Alternative Treatment Center’s dispensary. We believe that our dispensary location would support the population density and ease of access to the majority of the citizens in the Central Region of New Jersey. Under our current business model forecasts, BATC sees additional demand for its services beginning around March of 2013. If these models are correct, BATC will begin the necessary planning for expansion towards the end of 2012. BATC understands that Alternative Treatment Centers are a new model for providing medical marijuana to qualifying patients in New Jersey and that demand could change dramatically and patient numbers could increase due to improved access to safe, high quality medical cannabis. BATC intends to be prepared to meet fluctuations in patient load and product demand in order to ensure sufficient supply of medical cannabis to qualifying patients in New Jersey.

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