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9 3 KEYSTONE RELEAF LLC ATTACHMENT B Attachment B Organizational Documents (Contd.) Keystone ReLeaf LLC ( KSR ) was formed as a Pennsylvania limited liability company on November 16, 2016 pursuant to the attached certificate of formation (Attachment B-1). Presently, it has eleven Class A Members, as set forth in the attached Limited Liability Company Agreement effective March 1, 2017 (Attachment B-2). These Class A Members hold 100% of the outstanding Units in the Company as of the date of this Application. As set forth in this Application, KSR raised $15,600, (the Class C Investment ) through a private offering to accredited investors. Those investors purchased a total of 52 Class C Units pursuant to an (1) Escrow Agreement; (2) Unit Purchase Agreement; and (3) a First Amended and Restated Limited Liability Company Operating Agreement (final unexecuted copies of which are attached hereto) (Attachments B-3, B-4 and B-5). Although the terms of these documents set forth the details of this investment, the Escrow Agreement provides that fifty percent (50%) of the total Class C Investment, together with signature pages for the Unit Purchase Agreement and the First Amended and Restated Limited Liability Company Agreement (collectively, the Signature Pages ), were due prior to submission of this Application to be held in escrow. As of the date of this Application, all of the required funds and the Signature Pages are held by the escrow agent, White & Williams, LLP (the Escrow Agent ). That portion of the Class C Investment and the Signature Pages remain in escrow, pursuant to the Escrow Agreement, until such time as a Medical Marijuana Organization Permit (the Permit ) is issued to KSR. When and if such Permit is awarded to KSR, the escrowed funds ($7,287,500.00) and the Signature Pages will be released by the Escrow Agent to KSR. The release of these funds and the Signature Pages will join the Class C Members to KSR, at which time KSR will be governed by the First Amended and Restated Limited Liability Company Agreement and its terms. It is for this reason the Class C Members are listed as principals of KSR in this Application.

10 4 KEYSTONE RELEAF LLC ATTACHMENT B Attachment B-1 Certificate of Formation

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14 8 KEYSTONE RELEAF LLC ATTACHMENT B Attachment B-2 Limited Liability Company Agreement

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76 70 KEYSTONE RELEAF LLC ATTACHMENT B Attachment B-3 Escrow Agreement

77 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this Agreement ), is made and entered into as of, 2017, by and among the investors named on the signature page hereto (each an Investor and, collectively, the Investors ), Keystone ReLeaf LLC, a Pennsylvania limited liability company (the Company ), and White and Williams LLP, as escrow agent (the Escrow Agent ). WHEREAS, the Investors and the Company executed signature pages to that certain Unit Purchase Agreement (the Purchase Agreement ), pursuant to which the Investors have agreed to purchase Class C Units of the Company on the Closing Date; WHEREAS, the Investors and the Company executed signature pages to that certain First Amended and Restated Limited Liability Company Agreement of Keystone Releaf LLC (the Operating Agreement ), pursuant to which the Investors have agreed to become Members on the Closing Date; WHEREAS, the Investors and the Company agreed that the Purchase Price and the signature pages (the Signature Pages ) to the Purchase Agreement and Operating Agreement shall be deposited by the Investors into escrow to be held and distributed by the Escrow Agent in accordance with the terms of this Agreement; and WHEREAS, the execution and delivery of this Agreement is a condition to the parties obligations under the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows: 1. Defined Terms. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement. 2. Escrow Deposit. Simultaneously with the execution and delivery of this Agreement, Seven Million, Two Hundred and Eighty-Seven Thousand and Five Hundred Dollars ($7,287,500.00) (the Escrow Funds ) has been deposited by wire transfer of immediately available funds with the Escrow Agent. The Escrow Agent hereby acknowledges receipt of the Escrow Funds and Signature Pages. The Escrow Agent agrees to hold the Escrow Funds in a separate and non-interest bearing account (the Escrow Account ), subject to the terms and conditions of this Agreement. The Escrow Funds shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute the Escrow Funds and release the Signature Pages except in accordance with the express terms and conditions of this Agreement. 3. Release of Escrow Funds and Signature Pages. The Escrow Funds and Signature Pages shall only be distributed and released as follows: (a) Permit. Upon the Escrow Agent s receipt of a joint written instruction from the Company and John Wagner (the Investor Representative ) stating that the Company has been awarded a Permit from the Commonwealth of Pennsylvania, Department of Health, to operate as a Medical Marijuana Organization together with evidence of such Permit, the Escrow Agent shall promptly (i) release by wire transfer to { DOCX }

78 an account or accounts designated by the Company, all of the Escrow Funds from the Escrow Account and (ii) release, by confirmation to the Company and Investor Representative, the Signature Pages. (b) Failure to obtain a Permit. Upon the Escrow Agent s receipt of a written instruction from the Company that the Company has failed to obtain a Permit from the Commonwealth of Pennsylvania, Department of Health, to operate as a Medical Marijuana Organization, the Escrow Agent shall promptly, and in any event within ten (10) Business Days of its receipt of that instruction, release, by wire transfer to an account or accounts designated by the Investor Representative, all of the Escrow Funds from the Escrow Account and destroy or return all Signature Pages. (c) Court Order. Notwithstanding any other provision in this Agreement to the contrary, the Escrow Agent shall disburse the Escrow Funds (or any portion thereof) and release the Signature Pages in accordance with a notice from either the Investor Representative or Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, pursuant to which such court has determined (i) whether and to what extent the Investors and the Company are entitled to the Escrow Funds (or any portion thereof) and (ii) the proper release of the Signature Pages. 4. Inspection Rights and Account Statements. The Investor Representative and Company shall have the right, upon reasonable advance notice and during reasonable business hours, to inspect and obtain copies of the records of the Escrow Agent relating solely to this Agreement. For clarity, the foregoing shall not include, and neither the Company nor any Investor shall have any access hereunder, to any files or records of Escrow Agent which could be deemed client records, whether or not the client records of one or more of the parties hereto, including without limitation, relating to the transaction, and/or subject to attorney client privilege or other contractual or regulatory restrictions on disclosure nor to any financial or banking records of Escrow Agent other than confirmation as to the funds being held. 5. Termination. This Agreement shall terminate when the entire Escrow Account and all Signature Pages have been distributed in accordance with Section 3 of this Agreement (the Termination Date ). Notwithstanding the foregoing, if any balance remains in the Escrow Account after December 31, 2018, and the Company has not yet provided evidence of issuance of the Permit, the Escrow Agent shall be permitted to disburse the balance of the Escrow Funds to an account designated by the Investor Representative and return or destroy all of the Signature Pages.. 6. Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds in the Escrow Account and to perform in accordance with the terms and provisions of this Agreement. The Investors and Company agree that the Escrow Agent does not assume any responsibility for the failure of the Investors or the Company to perform in accordance with the Purchase Agreement, this Agreement or any other agreement between the parties. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent s rights, duties, liabilities and immunities: { DOCX } 2

79 (a) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense, including, without limitation, any legal time and attention devoted by Escrow Agent and its employees and partners to the administration of the Escrow Funds, unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. (b) The Escrow Agent shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into such corporation s, fiduciary s or individual s authority. (c) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct. (d) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The reasonable and documented costs of such counsel s services shall be paid to the Escrow Agent in accordance with Section 10 below. (e) The Escrow Agent shall neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document between the other parties hereto, including, without limitation, the Purchase Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other agreement, instrument or document. (f) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from the Investors or the Company which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing jointly by the Investors and the Company or by a final and non-appealable order of a court of competent jurisdiction. The Escrow Agent shall have the option, after sixty (60) days notice to the Investors and the Company of its intention to do so, to file an action in { DOCX } 3

80 interpleader requiring the Investors and the Company to answer and litigate any claims and rights among themselves. (g) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 7. Resignation and Removal of Escrow Agent. (a) The Escrow Agent reserves the right to resign at any time by giving ten (10) days written notice of resignation, specifying the effective date thereof. On the effective date of such resignation, the Escrow Agent shall deliver this Agreement together with the Escrow Funds and any and all related instruments or documents to any successor escrow agent agreeable to the Investors and the Company. If a successor escrow agent has not been appointed and has not accepted such appointment prior to the expiration of ten (10) days following the date of the notice of such resignation, the Escrow Agent may, but shall not be obligated to, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. Any such resulting appointment shall be binding upon all of the parties to this Agreement. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor escrow agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent. (b) The Escrow Agent may be removed (with or without cause) and a new escrow agent may be appointed upon mutual agreement of the Investors and the Company. In such event, the Investors and Company shall deliver joint written notice to the Escrow Agent of such removal together with joint written instructions authorizing delivery of this Agreement together with the Escrow Funds and any and all related instruments or documents to a successor escrow agent. (c) Upon delivery of the Escrow Funds to a successor escrow agent in accordance with this Section 7, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. All power, authority, duties and obligations of the Escrow Agent shall apply to any successor escrow agent. 8. Indemnification of Escrow Agent. The Investors and Company shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable and documented attorneys fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, except to the extent such liability, loss, damage or expense { DOCX } 4

81 arises from its willful misconduct or gross negligence. The indemnification provided for under this Section 8 shall be allocated and paid in the same manner as fees and expenses under Section 10 below and shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. 9. Business Days. If any date on which the Escrow Agent is required to make an investment or a delivery pursuant to the provisions hereof is not a day on which the Escrow Agent is open for business, then the Escrow Agent shall make such investment or delivery on the next succeeding Business Day. 10. Escrow Costs. The Company shall promptly pay the fees and expenses (including reasonable and documented attorneys fees) of the Escrow Agent upon receipt of invoices for the services to be rendered by the Escrow Agent pursuant to this Agreement. For avoidance of doubt, the foregoing shall include any time charges and expenses incurred for services rendered by employees and partners of Escrow Agent in administering the Escrow Funds and performing services under this Escrow Agreement. 11. Force Majeure. No party shall be liable or responsible to the other parties, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party s reasonable control ( Force Majeure Events ), including, without limitation: (a) acts of God; (b) flood, fire or explosion; (c) war, invasion, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns or other industrial disturbances. The party suffering a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. 12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 14). Notwithstanding the above, in the case of communications delivered to the Escrow Agent whereby the Escrow Agent must act based on a specified number of days upon its receipt of such communication, if applicable, such communications shall be deemed to have been given on the date received by an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at the above-referenced office. { DOCX } 5

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83 16. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 17. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 18. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 19. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in the Northampton County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 20. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 20. { DOCX } 7

84 21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 22. Conflict Waiver. The Escrow Agent also serves as counsel to the Company in connection with the transactions contemplated and referred to herein. It is hereby agreed by all parties that in the event of any dispute arising in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Company and no party shall raise any conflict of interest as a reason to disqualify the Escrow Agent from such representation. The Company hereby consents to Escrow Agent acting as escrow agent and acknowledges that, in so acting, Escrow Agent shall be bound to act in accordance with this Agreement and not in the best interest of the Company and may be required to enforce its rights under this Agreement against the Company. The Company further acknowledges and agrees that all communications delivered to Escrow Agent in furtherance of this Agreement or Escrow Agent s duties hereunder may not be kept confidential by Escrow Agent and may not be protected by the attorney-client privilege. The Company hereby waives the conflict of interest and any potential conflict of interest that may arise as a result of Escrow Agent s performance of its rights under this Agreement. 23. Disclosure of Information. The Company and each Investor agrees that the Escrow Agent may disclose information regarding the Company and/or the Investors or the Escrow Account to any regulatory agency or other governmental organization in the event that the Escrow Agent is requested or required to provide such information. Escrow Agent shall provide prompt written notice to the Company and Investor Representative, if permitted by such regulatory agency or other governmental organization, regarding such disclosure. [SIGNATURE PAGE FOLLOWS] { DOCX } 8

85 79 KEYSTONE RELEAF LLC ATTACHMENT B Attachment B-4 Unit Purchase Agreement

86 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (this Agreement ), dated as of, 2017, is made by and among Keystone ReLeaf, LLC, a Pennsylvania limited liability company (the Company ), and the investors listed on Exhibit A hereto (each an Investor and, collectively, the Investors ). PREAMBLE The Company has offered to sell certain of its securities to the Investors, and the Investors desire to accept such offer, all upon the terms and subject to the conditions set forth herein. Therefore, the parties agree as follows with the intent to be legally bound. AGREEMENT 1. Purchase and Sale of Securities. On the applicable Closing Date (as defined below), the Company will sell to each Investor, and each Investor agrees to purchase from the Company, the amount and type of Units of the Company set forth opposite such Investor s name on Exhibit A (the Units purchased by each such Investor, including any Units purchased at the Initial Closing and any Additional Units, as defined below its Purchased Units ) for the purchase price set forth opposite such Investor s name on Exhibit A (with respect to each such Investor, its Purchase Price ). The rights and preferences of all of the Purchased Units are as set forth in the Company s First Amended and Restated Limited Liability Company Agreement, which is being amended as of the date hereof and the form of which is attached hereto as Exhibit B (as amended through the date hereof or thereafter in accordance with its terms, the LLC Agreement ). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the LLC Agreement. 2. The Closing. The initial closing of the transactions contemplated hereby (the Initial Closing ) will take place on the date hereof (the Initial Closing Date ). In the event there is more than one closing, the term Closing shall apply to each such closing unless otherwise specified, and the date of each such Closing shall be referred to as a Closing Date. At each Closing, (a) each Investor agrees to deliver to the Company its Purchase Price (as set forth below), if any, which will be deemed to be a Capital Contribution by such Investor under the LLC Agreement, (b) the Investors will execute and deliver counterpart signature pages to the LLC Agreement, to the extent each Investor has not already done so, and (c) from and after such time, each such Investor will be a Member of the Company, as provided in the LLC Agreement. Each Investor shall pay the Purchase Price by check payable to the Company, by wire transfer to a bank account designated by the Company, by conversion of one or more promissory notes previously issued by the Company or by any combination of such methods. 3. Restrictions on Transfer. Each Investor acknowledges that its Purchased Units have not been registered under the Securities Act of 1933, as amended (the Securities Act ), or any applicable state securities laws, and may not be transferred in the absence of an effective registration statement under such laws, except pursuant to an exemption from such laws. Each Investor acknowledges its Purchased Units are also subject to other restrictions on transfer set forth in the LLC Agreement. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT PAGE 1

87 4. Representations and Warranties of the Company. The Company hereby represents and warrants to each Investor as follows as of the Initial Closing Date: (a) Organization. The Company is a limited liability company duly organized, validly existing and in good standing in the Commonwealth of Pennsylvania. (b) Power and Authority. The Company has the power and authority to own its assets, to conduct its business as presently conducted and as presently planned to be conducted and to execute, deliver and perform this Agreement. (c) Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the laws of bankruptcy and insolvency and other laws affecting creditors rights generally and to the availability of equitable remedies. (d) No Breach, Default, Violation or Consent. The execution, delivery and performance by the Company of this Agreement do not: (i) violate its certificate of organization or the LLC Agreement; (ii) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any material contract, agreement, instrument or document to which it is a party or by which it or any of its assets is bound; (iii) breach or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental entity (each a Governmental Order ) which names the Company or is directed to the Company or any of its assets; (iv) violate any law, rule, regulation, ordinance or code of any governmental entity (each a Governmental Rule ); or (v) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any person or entity (each a Person ). (e) Brokers. The Company has not employed or retained, and has no liability to, any broker, agent or finder on account of this Agreement or the transactions contemplated hereby. (f) Authority to Issue Units; Capitalization. As of the Initial Closing Date (i) the Company will have issued and there will be outstanding the Class A Units, Class B Units, and Class C Units specified on Schedule I to the LLC Agreement, and (ii) all of such Units (including without limitation the Purchased Units) will have been duly authorized and, upon payment therefor, will be validly issued, fully paid and nonassessable. The Company holds no Units in its treasury. Except as set forth on Schedule I to the LLC Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Units, or any securities convertible into or exchangeable for Units. (g) LLC Agreement. The LLC Agreement is in effect and, upon the execution and delivery of the LLC Agreement by each Investor, shall be binding on the Company and each Investor. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT PAGE 2

88 (h) Taxes. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports of the Company by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. (i) Compliance with Laws. The Company is not in violation of or in default with respect to any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company. (j) Intellectual Property. As of the Initial Closing Date, the Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as proposed to be conducted, without any conflict with, or infringement of, the rights of others. 5. Representations and Warranties of the Investors. Each Investor, severally and not jointly, hereby represents and warrants to the Company and to each other Investor as follows as of the Closing Date applicable to such Investor: (a) Investment Representations. (i) Such Investor is acquiring its Purchased Units for its own account, for investment only, and not with a view to the distribution, resale or other disposition thereof. (ii) Such Investor has had an opportunity to ask questions and receive answers concerning the rights and preferences of its Purchased Units and the capital structure of the Company, and has had access to such other information concerning the Purchased Units and the Company as such Investor may have requested. Such Investor acknowledges that he or it has been advised to consult with his or its own attorney, accountant, investment advisor, or other professional advisors concerning an investment in the Purchased Units, including, without limitation, tax matters relating to the purchase, sale and ownership of the Purchased Units. (iii) Such Investor is an accredited investor as defined in Rule 501(a) under the Securities Act, and has completed the questionnaire attached hereto as Exhibit C to reflect such status as an accredited investor (or in the event that such Investor has previously completed a questionnaire and submitted such completed questionnaire to the Company, Investor represents and warrants that the information contained in such previously completed and submitted questionnaire is true and correct as of the date of this Agreement in all material respects). (iv) Such Investor recognizes the speculative nature of the investment in its Purchased Units and subscribes for its Purchased Units with full knowledge thereof. Such Investor further recognizes that an investment in its Purchased Units is suitable only for investors { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT PAGE 3

89 who have no need for liquidity in their investment and who will be able to sustain a complete loss of their investment. Such Investor is able to bear the economic risk of his or its investment in his or its Purchased Units for an indefinite period of time and, at the present time, is able to afford a complete loss of such investment. (b) Other Representations and Warranties of the Investors. (i) Such Investor (A) if such Investor is an entity, is duly organized, validly existing and in good standing in its jurisdiction of organization and (B) has the power and authority to own its assets, to conduct its business as presently conducted and execute, deliver and perform this Agreement. (ii) This Agreement has been duly and validly executed and delivered by such Investor and constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, subject to the laws of bankruptcy and insolvency and other laws affecting creditors rights generally and to the availability of equitable remedies. (iii) The execution, delivery and performance by such Investor of this Agreement do not (A) if such Investor is an entity, violate such Investor s organizational documents; (B) breach or result in a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, require any consent (which has not been obtained) under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any material contract, agreement, instrument or document to which such Investor is a party or by which such Investor or any of its properties or assets is bound; (C) breach or otherwise violate any Governmental Order which names such Investor or is directed to such Investor or any of its assets; (D) violate any Governmental Rule to which such Investor is subject; or (E) require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any Person which has not been obtained, in each case which would prevent or materially impair such Investor from performing its obligations hereunder and under the LLC Agreement. (iv) Such Investor has not employed or retained, and has no liability to, any broker, agent or finder on account of this Agreement or the transactions contemplated hereby. (c) Consent to Promissory Note Conversion and Termination. Each Investor, to the extent that such Investor, as set forth on Exhibit A, is a holder of any promissory note(s) of the Company being converted and/or cancelled in consideration of the issuance hereunder of Units to such Investor, hereby agrees that the entire amount owed to such Investor under such note(s), including all principal and accrued but unpaid interest, is being tendered to the Company in exchange for the applicable Units set forth on Exhibit A, and effective upon the Company s and such Investor s execution and delivery of this Agreement, without any further action required by the Company or such Investor, such note(s) and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including, but not limited to, any security interest effected therein { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT PAGE 4

90 6. Bad Actor Matters. (a) Representation. Each Investor hereby represents that none of the Bad Actor disqualifying events described in Rule 506(d)(1)(i) to (viii) promulgated under the Securities Act (a Disqualification Event ) is applicable to such Investor or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, Rule 506(d) Related Party shall mean a person or entity that is a beneficial owner of such Investor s securities for purposes of Rule 506(d) of the Securities Act. (b) Covenant. Each Investor hereby agrees that it shall notify the Company promptly in writing in the event it has knowledge that a Disqualification Event becomes applicable to such Investor or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. 7. Risk Factors. An investment in the Company involves a high degree of risk, should be regarded as speculative and should not be made by any Investors who cannot afford the loss of their entire investment. In evaluating an investment in the Company, Investors should carefully consider all of the information set forth in this Agreement and should pay particular attention to the risk factors and special considerations set forth in this section and Exhibit D. Each prospective investor should consult his, her or its own legal, tax and financial advisors with respect thereto. No inference should be drawn as to the magnitude of any particular risk from its position in the overall risk factor presentation. If any of the risks occur, the Company s business, prospects, financial condition and results of operations could be materially harmed. The risks and uncertainties described in this section and Exhibit D are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or those that management currently deems immaterial may also impair the Company s business, prospects, financial condition and results of operations. By agreeing to invest in the Company, each Investor has carefully considered the risk factors and acknowledges and accepts the risk factors set forth in this section and Exhibit D. 8. Indemnification. The Company will indemnify and hold harmless the Investors and their respective agents and representatives from and against all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys fees) arising from the Company s (i) breach of any representation or warranty made by the Company in this Agreement, the LLC Agreement or any related agreement to which the Company and the Investors are parties, or (ii) fraud or willful misconduct. 9. Miscellaneous. This Agreement: (a) may be amended only by a writing signed by the Company and the holders of at least a majority of the then-outstanding Units sold pursuant to this Agreement; (b) may not be assigned, pledged or otherwise transferred, whether by operation of law or otherwise, without the prior consent of the other parties; (c) may be executed in several counterparts, each of which is deemed an original but all of which constitute one and the same instrument; (d) together with the LLC Agreement, contains the entire agreement of the parties with respect to the transactions contemplated hereby and supersedes all prior written and oral { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT PAGE 5

91 agreements, and all contemporaneous oral agreements, relating to such transactions; (e) is governed by, and will be construed and enforced in accordance with, the laws of the State of Pennsylvania, without giving effect to any conflict of laws rules; and (f) is binding upon, and will inure to the benefit of, the parties and their respective heirs, successors and permitted assigns. The waiver by a party of any breach or violation of any provision of this Agreement will not operate or be construed a waiver of any subsequent breach or violation hereof. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. [Signature Page Follows] { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT PAGE 6

92 [Signature Page to Keystone ReLeaf, LLC Unit Purchase Agreement] (attached) { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT SIGNATURE PAGE

93 EXHIBIT A PURCHASED UNITS Investor Class C Units Per Unit Purchase Price Purchase Price $ $ Cash Method of Payment Conversion of Notes Total: $ { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT A

94 EXHIBIT B LLC AGREEMENT (attached) { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT B

95 EXHIBIT C PROSPECTIVE PURCHASER QUESTIONNAIRE (attached) { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

96 Exhibit D Risk Factors { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

97 Risk Factors 1. Cannabis / Marijuana is federally illegal and a Schedule I Narcotic under the Controlled Substances Act. Although the federal government has issued memoranda on the subject, the memoranda are not enforceable and will not protect a medical marijuana company and its investors from criminal prosecution or asset forfeiture under the federal Controlled Substances Act ( CSA ). The enforcement of the CSA is subject to the priorities of the Department of Justice, and those priorities may change under different federal administrations. If the Company was prosecuted for violating the CSA, the Company s members and financial backers could be subject to criminal charges under the CSA and other federal statutes. 2. The Company s assets are subject to forfeiture under the CSA. Because cannabis is illegal pursuant to the CSA, the Company s business violates the CSA. Therefore, the Company s members, managers, directors, officers, employees and investors could be indicted under federal criminal laws, including, without limitation the CSA. Moreover, any and all assets of the Company, including the Company s real property, equipment and funds provided by its investors, could be subject to seizure and forfeiture. 3. The Company may have difficulty securing and maintaining bank relationships and accounts. Because the Company s revenue will be generated from the sale of a product that is illegal under the CSA, the Company s banking may trigger potential liability for banks doing business with it under the Bank Secrecy Act and other federal laws. Although there has been some guidance given to financial institutions that appear to permit accepting deposits from companies selling recreation or medical marijuana, few banks are actively participating in this sphere. As a result, many companies selling marijuana operate on an all-cash basis, making managing accounts, paying employees and taxes more difficult and, in some cases, more expensive. Moreover, having large quantities of cash on hand creates security risks for the Company. 4. The Company may not be able to deduct or capitalize for income tax purposes certain of its expenditures associated with the medical marijuana business. Code Section 280E, which was enacted as part of the 1982 Tax Equity and Fiscal Responsibility Act, provides that no deduction or credit is allowed in carrying on a trade or business for activities that consist of trafficking in controlled substances (within the meaning of schedule I and II of the Controlled Substances Act) which is prohibited by Federal law or the law of any State in which such trade or business is conducted. The legislative history to Code Section 280E states that there is a defined public policy against allowing drug dealers to benefit from business expense deductions although the legislative history acknowledged (to preclude possible challenges on constitutional grounds ) that an adjustment to gross receipts with respects to effective cost of goods sold is allowable. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

98 For purposes of Code Section 280E, the activities of the Company should constitute a trade or business and marijuana (including medical marijuana) is a controlled substance under the Controlled Substances Act. Several taxpayers have argued that a medical marijuana business should not be treated as trafficking in a controlled substance where the activities are permitted under State law, but the courts have consistently held that a medical marijuana business is subject to Code Section 280E notwithstanding the fact that the activity is permissible under State law. As a result, the Company will be subject to the limitations of Code Section 280E. The Company intends to claim allowable cost of goods sold against gross receipts for its medical marijuana business consistent with its tax accounting method and Code Section 280E. In addition, if the Company has activities that do not relate to medical marijuana, the Company may claim deductions related to these other activities on the basis that these activities are not subject to Code Section 280E. However, there is no assurance that the Internal Revenue Service will agree with the Company s calculation of cost of goods sold, including the capitalization of expenses as part of cost of goods sold, or that the deductions for other activities are allowable as claimed. The inability to claim costs as part of cost of goods sold and/or the inability to deduct or capitalize expenses related to the Company s medical marijuana business may increase the Company s taxable income and reduce Company s net after tax cash from its medical marijuana business. Investors are urged to consult their own tax advisors regarding the Federal, State, local and foreign tax consequences of purchasing, owning and selling an investment in the Company, including the application of Code Section 280E to the activities of the Company. 5. The Company has not achieved profitability to date, expects losses in the future, and may never achieve or maintain profitability. We are a development-stage medical marijuana company with a limited operating history. We have not generated any operating revenue since our inception, and we continue to incur research and development and general and administrative expenses related to our operations. We expect to incur losses for the foreseeable future. If our products do not achieve market acceptance, we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. The entire field of medical marijuana is nascent so it is difficult to evaluate our business prospects. Moreover, our prospects must be considered in light of the risks and uncertainties encountered by an early-stage company operating in a market subject to intense regulation and where the potential for market acceptance of our products is uncertain. There can be no assurance that our efforts will ultimately be successful or result in revenues or profits. Even if the Company generates operating revenue, its operating results may fluctuate significantly as a result of a variety of factors, many of which are outside the Company s control. Factors that may affect the Company s operating results include: (i) the Company s ability to develop new products, bring products to market and acceptance of its products in the market; (ii) the Company s ability to manage its accounts; (iii) the announcement or introduction of new products by the Company or its competitors; (iv) the success of the Company s brand building and marketing campaigns; (v) price competition; (vi) industry confidence in and acceptance of our { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

99 products; (vii) the Company s ability to attract new personnel in a timely and effective manner; (viii) timing, cost and availability of advertising; (ix) the amount and timing of operating costs and capital expenditures relating to expansion of the Company s business, operations and infrastructure; (x) governmental regulation by federal or local governments; (xi) the general political environment; (xii) medical professionals willingness to prescribe and/or recommend that patients use medical marijuana to treat one or more of the qualifying conditions and (xii) general economic conditions as well as economic conditions specific to the industries in which the Company currently operates and proposes to operate in the future. The Company s current and future expense levels will be based largely on its business plan and estimates of future revenues and will be, to a large extent, fixed. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues relative to the Company s planned expenditures would have an immediate adverse effect on the Company s business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, product or marketing decisions that could have a material adverse effect on its business, results of operations and financial condition. Due to the foregoing factors, the Company s revenues and operating results are difficult to forecast and the Company may not be able to achieve these results. Any description of projected results of operations of the Company are forward-looking statements based upon assumptions concerning factors over which the Company will have no control. These factors include, but are not limited to: (i) an increase in the number of competitors pursuing the same or substantially similar business strategies in the same regions, (ii) the need for capital not contemplated by the Company, (iii) changes in the Company s revenue estimates, operating expenses, and other direct and indirect expenses, (iv) the ability to attract and retain appropriate personnel to implement operations, and (v) changes in the regulation or taxation of the Company s activities. Any financial information provided represents a forecast of future events based upon assumptions which may or may not occur and should not be relied upon to indicate the actual results which will be obtained. 6. The Company has not yet commercialized any products, and customers may not accept the Company s products. We have not yet commercialized any products. We will not be successful unless the products we develop gain market acceptance. The degree of market acceptance of our products will depend on a number of factors, including, among others: The competitive landscape; Medical professionals willingness to prescribe and/or recommend that patients use medical marijuana to treat one or more of the qualifying conditions The adequacy and success of distribution, sales and marketing efforts; Willingness of physicians, users, third-party payors and/or the medical community to accept, utilize or recommend any of our products or products incorporating our technologies; { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

100 Development and commercialization of our future potential products in our application pipeline; Development by third parties of superior products; and Proprietary rights that preclude us from marketing our products. There is no assurance that patients will elect to purchase the Company s products rather than acquire competing products from other sources. The Company expects to undertake intense marketing and sales efforts to educate prospective customers about the uses and benefits of the Company s products. The demand and market for the Company s products, however, is subject to uncertainty. 7. The Company s products could become undesirable or unmarketable. Changes in consumer preferences and new product introductions by our existing competitors or by new market entrants could render the Company s existing products undesirable, unmarketable or require us to develop new products. The Company s timely access to information concerning these changes, as well as the ability to develop, manufacture and market new and enhanced products successfully and on a timely basis, will be significant factors in the Company s ability to remain competitive. The Company may encounter difficulties that could delay the introduction of new or enhanced products in the future. 8. The Company may face competition from other companies that have greater resources than it does. The market for products of the type offered by the Company is expected to be competitive, subject to rapid change and sensitive to new product developments and marketing efforts by industry participants. Competitors are expected to vary in size, scope of products and manner of providing products. In addition, competitors may have greater financial, technical, sales and marketing resources than the Company. The Company cannot guarantee that it will be able to compete successfully against current and future competitors or that competitive pressure will not result in price reductions, reduced operating margins and limitations on growth. 9. The Company does not control all of its distribution channels and such channels may be subject to change or curtailment or may be unavailable. Although the Company will sell its products through its dispensaries, we do not anticipate controlling all of our expected distribution channels, and changes in such channels could impair our ability to distribute our products and adversely impact our business, results of operation, financial condition and prospects. We anticipate that our products will be distributed through a number of channels. Each channel has its own risks. 10. The Company likely will need to raise additional capital to meet its business requirements in the future, and such capital raising may be costly or difficult to obtain and could dilute our members ownership interests. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

101 Our present and future capital requirements depend on many factors, including: The progress and results of our product testing; Future revenues and profits generated from the expected launch of our products; The level of research and development investment required to develop our products and to maintain and improve our position; Changes in product development plans needed to address any difficulties that may arise in development or commercialization; Our commercialization activities, including product marketing, sales, and distribution; The pursuit of growth opportunities, including more rapid expansion; The acquisition and integration of complementary businesses; The need to make improvements to our infrastructure; The need to retain and hire qualified management and key employees; Our strategy for responding to competitive pressures; Our ability and willingness to enter into new agreements with strategic partners and the terms of such agreements; The costs of investigating patents that might block us from developing potential products; The time and costs involved in obtaining regulatory approvals should they be required; The costs of complying with applicable laws; The costs of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights; and Our need or decision to acquire or license complementary technologies. Because of the numerous risks and uncertainties associated with the development and commercialization of our products, we are unable to reasonably estimate the amounts of increased capital outlays and operating expenditures that our business will require. It is likely that we will need to raise additional funds through public or private debt or equity financings to meet the objectives above. Any additional capital raised through the sale of equity or equity-linked securities may dilute our members ownership in us and could also result in a decrease in the market value of our membership interests. or at all. 11. Additional capital may not be available to the Company on favorable terms The terms of those securities issued by us in future capital transactions may be more favorable to new investors and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect. Furthermore, any debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business, and we may not be able to continue operating if we do not generate { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

102 sufficient revenues from operations needed to stay in business. We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. If we are unable to obtain the funds necessary for our operations, we will be unable to maintain and improve our technology, and we will be unable to develop and commercialize our products and technologies, which would materially and adversely affect our business, results of operation, financial condition and prospects. At present, there is no public or other trading market for the Company s securities and there can be no assurance that any such market will develop or be sustained in the future. A lack of a public market may prevent investors from liquidating their investments. If a public market does develop for the Company s securities, all the risk factors discussed herein and other factors, such as the Company s or competitors announcements about performance, failure to meet securities analysts expectations, government regulatory action and market conditions for companies in its sector could have a material adverse effect on the price of the Company s securities. 12. The Company has broad discretion in the use of proceeds. A substantial portion of the net proceeds from the sale of Company securities will be added to the Company s working capital. The Company s management will have broad discretion in the application of such funds. The failure of management to apply such funds effectively could have a material adverse effect on the Company s business, results of operation, financial condition and prospects. 13. The Company is dependent on key personnel and retaining their services. We depend on key members of our management and advisory team and will need to add and retain additional leading experts. We are highly dependent on our executive officers and other key management and technical personnel. Our failure to retain key management and technical personnel could have a material adverse effect on our future operations. Our success is also dependent on our ability to attract, retain and motivate highly trained technical, marketing, sales and management personnel, among others, to market our products and to continue to develop enhanced releases of our products. There is great demand and increasing competition for qualified executives and other personnel. The Company may be unsuccessful in attracting or retaining, on a timely basis and at reasonable costs, all the personnel it may require. If our management team is unable to manage growth effectively, there could be a material adverse effect on our business, results of operation, financial condition and prospects. The loss of key personnel or the inability to hire and retain additional qualified personnel in the future could have a material adverse effect on our business, results of operation, financial condition and prospects. The Company may not be able to enforce employees covenants not to compete and therefore may be unable to prevent its competitors from benefiting from the expertise of some of its former employees. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

103 We have entered into non-competition agreements with our key employees. These agreements prohibit our key employees, if they cease working for us, from competing directly with us or working for our competitors for a limited period. Under applicable U.S. law, we may be unable to enforce these agreements. If we cannot enforce our non-competition agreements with our employees, then we may be unable to prevent our competitors from benefiting from the expertise of our former employees, which could materially and adversely affect our business, results of operation, financial condition and prospects and ability to capitalize on our proprietary information. 14. The Company does not currently have sales, marketing or distribution capabilities, and it may be unable to effectively sell, market and distribute our products in the future. In order to successfully commercialize any of our products, we must either internally develop sales, marketing, customer relationship management and distribution capabilities or make arrangements with third parties to perform these services. If we are unable to develop sales, marketing, customer relationship management and distribution capabilities or enter into agreements with third parties to perform these functions, we will not be able to successfully commercialize any of our products, which would have an adverse effect on our business, results of operation, financial condition and prospects. To promote any of our potential products through third parties, we will have to locate acceptable third parties for these functions and enter into agreements with them on acceptable terms, and we may not be able to do so. In addition, any thirdparty arrangements we are able to enter into may result in lower revenues than we could achieve by directly marketing and selling our potential products. 15. We may suffer losses from product liability claims if our products cause harm to patients. Marijuana has no officially recognized health benefits according to the U.S. Food and Drug Administration ( FDA ) and therefore remains a Schedule I drug. According to the FDA, Schedule I drugs, including marijuana, have a high risk for abuse or addiction. Any of our products could potentially cause adverse events. These reactions may not be observed during testing, but may nonetheless occur after commercialization. If any of these reactions occur, they may render our products ineffective or harmful in some patients, and our sales would suffer, materially and adversely affecting our business, results of operation, financial condition and prospects. In addition, potential adverse events caused by our products could lead to product liability or other lawsuits. If product liability or other lawsuits are successfully brought against us, we may incur substantial losses and may be required to limit or cease commercialization of our products. Our business exposes us to potential product liability risks, which are inherent in the testing, marketing and sale our products. We may not be able to avoid product liability claims. Product liability insurance for our products and products in development is generally expensive, if available at all. We do not currently have sufficient product liability insurance. If we { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

104 are unable to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims, we may be unable to commercialize our products. A successful product liability claim brought against us in excess of our insurance coverage, if any, may cause us to incur substantial liabilities, and, as a result, our business, results of operation, financial condition and prospects would be materially and adversely affected. 16. Failure by our customers to use our products correctly could result in limited efficacy and customer dissatisfaction. Improper use of our products or failure by users to comply with the requirements for the correct use of our products could result in reduced product efficacy and customer dissatisfaction, which could have a material adverse effect on our business, results of operation, financial condition and prospects. The following, among other things, may result in reduced product efficacy: use of the product not in accordance with instructions. 17. The Company will be subject to significant regulatory requirements that may have an adverse effect on its business, results of operation, financial condition and prospects. Healthcare is heavily regulated by the federal government and by state and local governments. The federal laws and regulations affecting healthcare generally and medical marijuana specifically change constantly thereby increasing the uncertainty and risk associated with any healthcare-related venture. 18. The Company may be subject to the privacy provisions of the Health Insurance Portability and Accountability Act of 1996, as amended ( HIPAA ) and other privacy laws and compliance with such regulations may adversely affect the Company s business, results of operation, financial condition and prospects. HIPAA, among other things, protects the privacy and security of individually identifiable health information held by covered entities (e.g., healthcare providers, insurers and clearinghouses) and business associates of those entities. All entities that receive and process protected health information are required to adopt certain procedures to safeguard the security of that information. It is uncertain whether the Company would be deemed to be a covered entity under HIPAA, but it could be, and it may well be deemed a business associate when its business model is implemented. In addition, if the Company is deemed to be a vendor under the Health Information Technology for Economic and Clinical Health Act of 2009, as amended, then it would be obligated to adopt various security measures. The Company may also be subject to state and foreign privacy laws under which breaches could lead to substantial fines and liability. Compliance with any or all of these laws and regulations would be costly and may adversely affect the Company s business, results of operation, financial condition and prospects. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

105 There also is a likelihood that the Company will be contractually required to physically safeguard the integrity and security of any patient information that it receives, stores, creates or transmits with respect to some of its applications. 19. The Company may need to develop, acquire or license additional products, technologies and intellectual property. The Company may not currently own or possess, or have sufficient rights to, all of the products, technologies and intellectual property required to, among other things, make, use, market or sell its proposed products or services. The Company may not be able to develop, or acquire or license from third parties, such products, technologies or intellectual property. Without such products, technologies or intellectual property, the Company s business may not succeed and/or its business, results of operation, financial condition or prospects may be materially and adversely affected. Any product or technology we license or acquire will likely require additional development efforts prior to commercial sale, including extensive testing and, potentially, approval by the FDA and applicable foreign regulatory authorities, if any. All products are prone to risks of failure, including the possibility that the product or product developed based on licensed technology will not be shown to be sufficiently safe and effective for approval by regulatory authorities. In addition, we cannot assure you that any product that we develop based on acquired or licensed technology that is granted regulatory approval will be produced economically, successfully commercialized or widely accepted in the marketplace. Moreover, integrating any newly acquired products could be expensive and time consuming. If we cannot effectively manage these aspects of our business strategy, our business may not succeed. Furthermore, proposing, negotiating and implementing an economically viable acquisition or license can be a lengthy, costly and complex process. Other companies, including those with substantially greater financial, marketing and sales resources, may compete with us for the acquisition or license of products and/or technologies. We may not be able to acquire the rights to alternative products and/or technologies on terms that we find acceptable, or at all. Our failure to acquire or license alternative products and/or technologies could have a material adverse effect on our business, results of operation, financial condition and prospects. 20. The Company may not be able to successfully expand. Successful implementation of our business plan would require management of growth, which would result in an increase in the level of responsibility for management personnel. To manage growth effectively, we would be required to continue to implement and improve our operating and financial systems and controls to expand, train and manage our employee base. The management, systems and controls currently in place or to be implemented may not be adequate for such growth, and the steps taken to hire personnel and to improve such systems and controls might not be sufficient. If we are unable to manage our growth effectively, it will have a material adverse effect on our business, results of operation, financial condition and prospects. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

106 We may experience rapid and substantial growth in order to achieve our operating plans, which would place a strain on our human and capital resources. If we are unable to manage this growth effectively, our losses could materially increase. Our ability to manage our operations and growth effectively requires us to continue to expend funds to enhance our operational, financial and management controls, reporting systems and procedures and to attract and retain sufficient numbers of talented employees. If we are unable to scale up and implement improvements to our control systems in an efficient or timely manner, or if we encounter deficiencies in existing systems and controls, then we will not be able to make available the products required to successfully commercialize our technology. Failure to attract and retain sufficient numbers of talented employees will further strain our human resources and could impede our growth or result in ineffective growth. 21. The Company may not be able to obtain adequate insurance. If we are unable to obtain adequate insurance, our financial condition could be adversely affected in the event of uninsured or inadequately insured loss or damage. Our ability to effectively recruit and retain qualified officers and directors (managers) could also be adversely affected if we experience difficulty in obtaining adequate directors (managers ) and officers liability insurance. We may not be able to obtain insurance policies on terms affordable to us that would adequately insure our business and property against damage, loss or claims by third parties. To the extent our business or property suffers any damages, losses or claims by third parties, which are not covered or adequately covered by insurance, our financial condition may be materially and adversely affected. { DOCX } KEYSTONE RELEAF, LLC UNIT PURCHASE AGREEMENT EXHIBIT C

107 101 KEYSTONE RELEAF LLC ATTACHMENT B Attachment B-5 First Amended and Restated Limited Liability Company Agreement

108 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KEYSTONE RELEAF LLC a Pennsylvania limited liability company [ ], 2017 THE LIMITED LIABILITY COMPANY INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. SUCH LIMITED LIABILITY COMPANY INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE OR OTHER SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF SUCH LIMITED LIABILITY COMPANY INTERESTS IS FURTHER RESTRICTED AS PROVIDED IN THIS AGREEMENT. PURCHASERS OF LIMITED LIABILITY COMPANY INTERESTS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. CERTAIN OF THE LIMITED LIABILITY COMPANY INTERESTS EVIDENCED BY THIS AGREEMENT MAY BE SUBJECT TO ONE OR MORE EQUITY GRANT AGREEMENTS, AS MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN THE ISSUER OR ITS AFFILIATES AND ONE OR MORE OF THE MEMBERS

109 KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KEYSTONE RELEAF, LLC a Pennsylvania limited liability company This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement ) of Keystone ReLeaf LLC, a Pennsylvania limited liability company (the Company ), dated as of [ ], 2017 (the Effective Date ), is adopted, executed and agreed to, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, by the Company and the Members. WHEREAS, certain of the Members (the Existing Members ) hold Membership Interests in the Company and possess certain rights pursuant to a Limited Liability Company Agreement dated as of [ ], 2017 (the Original Effective Date ), among the Company and such Existing Members, as amended through the date hereof (the Prior Agreement ); WHEREAS, the Existing Members desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and WHEREAS, certain of the Members are parties to that certain Unit Purchase Agreement of even date herewith among the Company and certain of the Members (the Purchase Agreement ), under which certain of the Company s and such Members obligations are conditioned upon the execution and delivery of this Agreement by the parties hereto; NOW, THEREFORE, the Existing Members hereby agree that the Prior Agreement shall be amended and restated, and the parties to this Agreement further agree as follows: ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1.1 Definitions. Capitalized terms used in this Agreement (including the Exhibits and Schedules hereto) but not defined in the body of this Agreement have the meanings ascribed to them in Exhibit A. Capitalized terms defined in the body of this Agreement are listed in Exhibit A with reference to the location of the definitions of such terms in the body of this Agreement. 1.2 Construction. In this Agreement, unless a clear contrary intention appears: (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (b) the term including shall be construed to be expansive rather than limiting in nature and to mean including, without limitation; (c) the word or is inclusive, (d) references to Articles and Sections refer to Articles and Sections of this Agreement; (e) the words this Agreement, herein, hereof, hereby, hereunder and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular subdivision unless expressly so limited; (f) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (g) references to Exhibits and

110 Schedules are to the items identified separately in writing by the parties hereto as the described Exhibits or Schedules attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein; (h) all references to money refer to the lawful currency of the United States; (i) references to federal or Federal means U.S. federal or U.S. Federal, respectively; (j) references to the IRS or the Internal Revenue Service refer to the United States Internal Revenue Service; and (k) references to Revenue Procedures, or Revenue Rulings refer to Revenue Procedures or Revenue Rulings published by the Internal Revenue Service. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement. ARTICLE 2 ORGANIZATION 2.1 Organization. The Company was organized as a Pennsylvania limited liability company under and pursuant to the Act by the filing of the Certificate. 2.2 Name. The name of the Company is Keystone ReLeaf LLC and all Company business must be conducted in that name or such other name or names that comply with Law and as the Board may approve. 2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in Pennsylvania shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate in the manner provided by Law. The registered agent of the Company in Pennsylvania shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate in the manner provided by Law. The principal office of the Company shall be at such place as the Board may designate. The Company may have such other offices as the Board may designate. 2.4 Purposes. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act. 2.5 Foreign Qualification. The officers of the Company shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in foreign jurisdictions if such jurisdictions require qualification. 2.6 Term. The Company commenced upon the effectiveness of the Certificate and shall have a perpetual existence, unless and until it is dissolved and terminated in accordance with Article Fiscal Year. The fiscal year of the Company shall end on December 31 unless, for federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for federal income tax purposes and for accounting purposes. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 2

111 2.8 No State Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise. 2.9 Title to Company Assets. Title to the Company s assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, Manager or Officer shall have any ownership interest in such Company assets. Title to any or all of the Company assets may be held in the name of the Company or one or more of its Subsidiaries or one or more nominees, as the Board may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held. ARTICLE 3 MEMBERS; UNITS 3.1 Members. The Persons listed on Schedule I are the Members of the Company as of the Effective Date. 3.2 Units. (a) Unit Designations. The Membership Interests in the Company shall initially be divided into, and the Company is authorized to issue, three classes of Units, which shall be designated as Class A Units, Class B Units, and Class C Units. Each class of Units shall have the respective rights and obligations set forth in this Agreement. (b) Class A Units. Class A Units may be vested (the Vested Class A Units ) or unvested (the Unvested Class A Units ). Unvested Class A Units shall vest or remain unvested in the manner and subject to the conditions set forth in the Unit Purchase Agreement under which such Class A Units were issued. Notwithstanding the foregoing or anything to the contrary in any subscription agreement, in the event of a Change of Control, each outstanding Unvested Class A Unit shall fully vest as of immediately prior to the consummation of such Change of Control. Allocations of Profits and Losses pursuant to Article 5 shall be made with respect to Class A Units, whether vested or unvested. (c) Class B Units. The Company may issue Class B Units only pursuant to Equity Grant Agreements. Class B Units may be vested (the Vested Class B Units ) or unvested (the Unvested Class B Units ). Unvested Class B Units shall vest or remain unvested in the manner and subject to the conditions set forth in the Equity Grant Agreement under which such Class B Units were issued. Notwithstanding the foregoing or anything to the contrary in any Equity Grant Agreement, in the event of a Change of Control, each outstanding Unvested Class B Unit shall fully vest as of immediately prior to the consummation of such Change of Control. No Person holding or receiving Class B Units shall execute or approve, on behalf of the Company, his own Equity Grant Agreement or any other instrument that directly relates to such Person s specific interests under this Agreement or the Equity Grant Agreement. Neither this Agreement nor any KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 3

112 Equity Grant Agreement shall confer upon any Person holding or receiving Class B Units any right with respect to continuation of service with the Company or any of its Affiliates, nor shall it interfere in any way with the right of the Company or any of its Affiliates to terminate any such Person s service at any time. Absent express provisions to the contrary, the issuance of Class B Units and related benefits or payments shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or any of its Affiliates and shall not affect any benefits under any other benefit plan of any kind or subsequently in effect under which the availability or amount of benefits is related to level of compensation. (d) Class B Unit Threshold Values. The Class B Units are intended to constitute profits interests within the meaning of Revenue Procedures and (or the corresponding requirements of any subsequent guidance promulgated by the Internal Revenue Service or other applicable law), and the Company and the Members holding Class B Units shall file all federal income tax returns consistent with such characterization. In the event that the Internal Revenue Service issues any additional guidance concerning the taxation of Class B Units after the execution of this Agreement, each Class B Member hereby acknowledges and agrees that the Board is hereby authorized to take any action required by such guidance, including the filing of tax elections thereunder and the adoption of additional provisions of this Agreement that are binding on the Company and the Members under the Act, to achieve the same tax treatment for the Class B Units as is applicable on the date of this Agreement. With respect to each Class B Unit, the Board shall designate a Threshold Value applicable to such Class B Unit to the extent necessary to cause such Class B Unit to constitute a profits interest within the meaning of Revenue Procedures and (or the corresponding requirements of any subsequent guidance promulgated by the Internal Revenue Service or other applicable Law), but such Threshold Value shall not be less than zero dollars ($0.00). The Threshold Value for each Class B Unit issued on or before the Original Effective Date shall be equal to zero. The Threshold Value of each Class B Unit issued after the Original Effective Date (each such Unit, a Class B-1 Unit ) shall equal the amount that would, in the reasonable determination of the Board, be distributed to the Members under Section 10.2(c) if, immediately prior to the issuance of such Class B-1 Unit, all then-outstanding Unvested Class A Units and Unvested Class B Units became Vested Class A Units and Vested Class B Units, respectively, the assets of the Company were hypothetically sold for their Fair Market Value and the resulting or remaining available cash were used to satisfy all liabilities of the Company in accordance with their terms (limited in the case of nonrecourse liabilities to the Fair Market Value of the property securing such liabilities) and any excess proceeds were distributed pursuant to Section 10.2(c). For the avoidance of doubt, all references to Class B Units shall also include Class B-1 Units. The Capital Account associated with each Class B Unit at the time of its issuance shall be equal to zero dollars ($0.00). The Threshold Value for all Class B Units issued from time to time shall be maintained in the books and records of the Company. Allocations of Profits and Losses pursuant to Article 5 shall be made with respect to Class B Units, whether vested or unvested. (e) Class C Units. The Company may issue Class C Units with the rights and privileges as provided pursuant to this Agreement. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4

113 (f) UCC Securities. Units shall constitute securities governed by Article 8 of the applicable version of the Uniform Commercial Code, as amended from time to time after the Effective Date. (g) Unit Reissuance. Units that have been repurchased by or forfeited to the Company may be reissued subject to the terms of this Agreement. For the avoidance of doubt, any Class B Units that have been repurchased by or forfeited to the Company may be reissued in accordance with this Agreement with a Threshold Value that is different from the Threshold Value of the Class B Units so repurchased or forfeited. (h) fractions of a Unit. Fractional Units. The Company may, but shall not be required to, issue 3.3 No Other Persons Deemed Members. Unless admitted to the Company as a Member as provided in this Agreement, no Person (including an assignee of rights with respect to Membership Interests or a transferee of Membership Interests, whether voluntary, by operation of Law or otherwise) shall be, or shall be considered, a Member. The Company may elect to deal only with Persons admitted to the Company as Members as provided in this Agreement (including their duly authorized representatives). Any distribution by the Company to the Person shown on the Company s records as a Member, or to its legal representatives, shall relieve the Company of all liability to any other Person who may have an interest in such distribution by reason of any Disposition by the Member or for any other reason. 3.4 No Resignation or Expulsion. Except as otherwise provided herein, including, without limitation Section 11.3, a Member may not take any action to Resign voluntarily, and a Member may not be expelled or otherwise removed involuntarily as a Member, prior to the dissolution and winding up of the Company, other than as may be required (a) as a result of a permitted Disposition of all of such Member s Membership Interests in accordance with Article 6 and each of the transferees of such Membership Interests being admitted as a Substituted Member; (b) pursuant to Section 6.6 and (c) pursuant to Section Except as provided herein, a Member will cease to be a Member only in the manner described in Section 3.6 and Article Members Schedules. The Company shall maintain one or more schedules of all of the Members from time to time, including their respective mailing addresses and the Units held by them (such schedules, as the same may be amended, modified or supplemented from time to time, collectively the Members Schedules ). A copy of the Members Schedule with respect to the Members holding Class A Units, Class B Units and Class C Units, as of the Effective Date is attached as Schedule I. 3.6 Admission of Additional Members and Substituted Members and Creation of Additional Units. (a) Authority. Subject to the limitations set forth in this Agreement, the Company may admit Additional Members and Substituted Members, and may issue additional Class A Units, Class B Units or Class C Units. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 5

114 (b) Conditions. An Additional Member or Substituted Member shall be admitted to the Company with all the rights and obligations of a Member if (i) all applicable conditions of Article 6 are satisfied and (ii) such Additional Member or Substituted Member, if not already a party to this Agreement, shall have executed and delivered to the Company (A) an Addendum Agreement in the form attached as Exhibit B (an Addendum Agreement ) and (B) such other documents or instruments as may be required in the Board s reasonable judgment to effect the admission. No Disposition or issuance of Membership Interests otherwise permitted or required by this Agreement shall be effective, no Member shall have the right to substitute a transferee as a Member in its place with respect to any Membership Interests acquired by such transferee in any Disposition, and no purchaser of newly issued Membership Interests from the Company shall be deemed to be a Member if the foregoing conditions are not satisfied. (c) Rights and Obligations of Additional Members and Substituted Members. A transferee of Membership Interests who has been admitted as an Additional Member or as a Substituted Member or a purchaser of newly issued Membership Interests from the Company who has been admitted as an Additional Member in accordance with this Section 3.6 shall have all the rights and powers and be subject to all the restrictions and liabilities under this Agreement relating to a Member holding Membership Interests. (d) Date of Admission as Additional or Substituted Member. Admission of an Additional Member or Substituted Member shall become effective on the date such Person s name is recorded on the books and records of the Company. Upon the admission of an Additional Member or Substituted Member, (i) the Company shall, without the consent of any other Person, revise the Members Schedules to reflect the name and address of, and number and class of Membership Interests held by, such Additional Member or Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Member and (ii) to the extent of the Disposition to such Substituted Member, the Disposing Member shall be relieved of its obligations under this Agreement. Any Member who Disposed of all of such Member s Membership Interests in one or more Dispositions permitted pursuant to this Section 3.6 and Article 6 (where each transferee was admitted as an Additional Member or a Substituted Member) shall cease to be a Member as of the date on which all transferees are admitted as Additional Members or Substituted Members; provided that, notwithstanding anything to the contrary in this Agreement, such Member shall not be relieved of any liabilities that arise under or are incurred by such Member pursuant to the terms and conditions of this Agreement prior to the time such Member Disposes of any Membership Interests or ceases to be a Member hereunder. 3.7 No Liability of Members. Except as otherwise provided under the Act, the debts, liabilities, contracts and other obligations of the Company (whether arising in contract, tort or otherwise) shall be solely the debts, liabilities, contracts and other obligations of the Company, and no Member in its capacity as such shall be liable personally (a) for any debts, liabilities, contracts or other obligations of the Company, except to the extent and under the circumstances set forth in any non-waivable provision of the Act or in any separate written instrument signed by the applicable Member, or (b) for any debts, liabilities, contracts or other obligations of any other Member. No Member shall have any responsibility to restore any negative balance in its Capital KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 6

115 Account or to contribute to or in respect of the liabilities or obligations of the Company or to return distributions made by the Company, except as expressly provided herein or required by any nonwaivable provision of the Act. However, if any court of competent jurisdiction orders, holds or determines that, notwithstanding the provisions of this Agreement, any Member is obligated to restore any such negative balance, make any such contribution or make any such return, such obligation shall be the obligation of such Member and not of any other Person. 3.8 Spouses of Members. The spouse of any Member who is a natural person does not become a Member as a result of such marital relationship. Each spouse of a Member who is a natural person, shall, unless waived by the Board, be required to execute a Spousal Agreement in the form attached as Exhibit C, or such other form as is approved by the Board, to evidence his or her agreement and consent to be bound by the terms and conditions of this Agreement and each other Transaction Document that has been or will be executed by such Member or is otherwise binding on such Member, to the extent applicable, and any Equity Grant Agreement, whether as community property or otherwise, if any, in the Membership Interests owned by such Member. In the event of a divorce of a Member whose spouse has failed to execute a Spousal Agreement, if there is a Disposition of Units or rights therein to such spouse in connection therewith, then for 90 days after the Company receives written notice of such Disposition, the Company shall have a right to repurchase such Units at Fair Market Value as determined by the Members in good faith. ARTICLE 4 CAPITAL CONTRIBUTIONS 4.1 Capital Contributions. The Capital Contributions of each Member are set forth on Schedule II. Except as otherwise provided herein, no Member shall be obligated to make any additional Capital Contributions to the Company. 4.2 Return of Capital Contributions. Except as otherwise provided herein, a Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unreturned Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member s Capital Contributions. 4.3 Capital Account. A Capital Account shall be established and maintained for each Member in accordance with the requirements of Treasury Regulations Section (b)(2)(iv). Each Member s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the initial Book Value of property contributed by such Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752), (iii) allocations to such Member of Profits and any other items of income or gain allocated to such Member pursuant to Section 5.2, and (iv) any other increases allowed or required by Treasury Regulation Section (b)(2)(iv), and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 7

116 under Code Section 752), (iii) allocations to such Member of Losses and any other items of loss or deduction allocated to such Member pursuant to Section 5.2, and (iv) any other decreases allowed or required by Treasury Regulation Section (b)(2)(iv). The Capital Accounts of the Members as of the close of business on the Effective Date shall be as reflected in Schedule II hereto. On the transfer of all or part of a Member s Membership Interests, the Capital Account of the Transferor that is attributable to the transferred Membership Interests shall carry over to the transferee Member in accordance with the provisions of Treasury Regulation Section (b)(2)(iv)(l). A Member that has more than one class of Units shall have a single Capital Account that reflects all such Units; provided, however, that the Capital Accounts shall be maintained in such manner as will facilitate a determination of the portion of each Capital Account attributable to each class or series of Units. 4.4 Capital Calls. (a) In addition to the obligations set forth in Section 4.6, if the Company does not have sufficient cash to pay its obligations, then the Board may issue a Capital Call to the holders of Class A Units and Class C Units. The Members holding Class A Units or Class C Units will have the right, but not the obligation, to make additional cash Capital Contributions in accordance with their respective Percentage Interests (without taking into account Class B Units). If any Member holding Class A Units and Class C Units does not elect to make its proportionate share of such additional cash Capital Contributions, or elects to contribute less than the amount set forth in the first sentence of this Section 4.4(a), then the other Members holding such class of Units may elect to contribute their pro rata percentage of such additional capital. (b) With respect to additional capital requested by the Company under this Section 4.4, the Members will use commercially reasonable efforts to cooperate in making and communicating funding elections to permit the continued orderly conduct of the Company s business. The Member(s) electing to fund additional capital pursuant to this Section 4.4 shall contribute to the Company the amount of capital so elected within fifteen Business Days after receipt of a Capital Call properly made by the Members. (c) For the avoidance of doubt, the Percentage Interests of the Members shall be subject to adjustment (upward and downward) pursuant to this Section 4.4, based upon a valuation of the Company completed by an independent third party engaged by the Board giving effect to such additional Capital Contributions. (d) If elections to contribute capital by the Members Section 4.4 are less than the total amount of capital required by the Company, or if the Board otherwise so chooses, then the Company may seek to obtain the requested capital from third parties, which may include issuing additional Interests in the Company pursuant to Section 3.6, but subject to Section 6.7. (e) The provisions of this Section 4.4 are subject to the requirements of Section 6.7 in all respects. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 8

117 4.5 Advances by Members. If the Company does not have sufficient cash to pay its obligations, then, with the approval of the Board, any or all of the Members may (but will have no obligation to) advance all or part of the needed funds to or on behalf of the Company, which advances will constitute a loan from such Member or Members to the Company, will bear interest and be subject to such other terms and conditions as agreed between such Member or Members and the Company and will not be deemed to be a Capital Contribution. 4.6 Commitment for Additional Financing. (a) As of the Effective Date, each Member shall contribute or has contributed the money, property, or other items of value as set forth in Schedule II to this Agreement as the initial Capital Contribution to be made by such Member for a total of eight million, two hundred and fifty thousand and 00/100 ($8,250,000.00). Except as set forth in Section 4.6(b), no Member shall be obligated to make any additional Capital Contribution to the Company. If any Member does make any additional Capital Contributions to the Company, Schedule II shall be amended accordingly. (b) At any time after the Effective Date, the Board shall have the option to require Members holding Class C Units (the Class C Members ) to fund the additional capital commitments (the Additional Capital Commitment ), or any portion thereof, set forth opposite each Class C Members name on Schedule II upon the Company reaching certain Milestones as follows (collectively, the Capital Call Options ): (1) upon the first sale of product grown, manufactured and processed by the Company to a third party ( Milestone 1 ), the Company may require the Class C Members to contribute up to $5,200,000, in the aggregate (the Milestone 1 Contribution ) to the Company as more particularly described on Schedule II; (2) upon the Company earning a net profit for two consecutive quarters as reflected on the Company s financial statements ( Milestone 2 ), the Company may require the Class C Members to contribute up to $2,600,000, in the aggregate (the Milestone 2 Contribution and together with the Milestone 1 Contribution, the Additional Contributions ) to the Company as more particularly described on Schedule II. To exercise any of the Capital Call Options, the Company shall give written notice to each Member from whom any Additional Capital Commitment is called, and each such Member shall have sixty (60) days from the date on which the Company sent such notice to fund the applicable Additional Capital Commitment by check, by wire transfer to a bank account designated by the Company, or by any combination of such methods. Any and all of the Additional Capital Commitment, if and when funded, will be deemed to be a Capital Contribution by each such Member and shall increase the respective Capital Account(s) of the contributing Member(s), but the Members respective Membership Interests shall not be affected. Notwithstanding any other provision herein, a Board vote to require the Class C Members to fund the Additional Capital Commitment after any of the Milestones have been met shall not require the vote of any Managers designated by the Class C Members; provided, however, the full Board (including the Class C Managers) by majority consent shall determine in good faith when each Milestone is completed. In the event that any Class C Member fails to make any of the contributions required by this Section 4.6(b) within the timeline prescribed herein (such Class C Member, a Defaulting Member ), the Company shall provide written notice to all other Class C Members that are not Defaulting Members ( Non-Defaulting Class C Members ) and such Non-Defaulting Class C Members shall KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 9

118 have the right to fund the Defaulting Member s portion of the Additional Capital Commitment. To the extent that there is more than one Non-Defaulting Class C Member that desires to fund the Defaulting Member s Additional Capital Commitment, the Non-Defaulting Class C Member shall fund such amount on a pro rata basis based upon their percentage of the Class C Units held by the Non-Defaulting Class C Members that elect to fund such Defaulting Member s Additional Capital Commitment. The Class C Members making such Additional Contribution, if any, shall have their Class C Units increased on a pro rata basis, and the Defaulting Member s, if any, Class C Units shall be correspondingly decreased; provided that the increase and decrease of the Class C Units shall be based upon the following valuation: $300,000 per Class C Unit ( Class C Valuation ). In the event that any Class C Member fails to make any of the contributions required by this Section 4.6(b) within timeline prescribed herein, and no other Class C Member makes such Additional Contribution on behalf of the Defaulting Member, (x) the Defaulting Member s Class C Units shall be correspondingly decreased based upon the Class C Valuation and (y) all other Members Units, other than the Defaulting Member s Units and Class B Members Units, will be increased in the aggregate by the number of Units forfeited, apportioned to such other Members pro rata based on their Units. The class(es) of the additional Units that are issued as a result of the forfeiture will be the same as the class(es) of Units that are already owned by such Member. Any additional Class A Units issued pursuant to this Section 4.6(b) shall be subject to the same vesting schedule (if any) that pertains to such Member s then current Class A Units. Any additional Class C Units issued pursuant to this Section 4.6(b) shall not be subject to any Additional Capital Commitment as otherwise required by this Agreement. By way of example only, in the event that Milestone 2 is completed and a Defaulting Member fails to fund $600,000 of the Additional Capital Commitment (and no other Non-Defaulting Class C Member funds such commitment), (A) such Defaulting Member shall forfeit two (2) Class C Units and (B) all other Members Units (other than the Defaulting Member s and Class B Members Units) shall increase collectively by two (2) Units pro-rata and shall be issued as such class of Units as the Member currently owns at the time of the forfeiture. 5.1 Distributions. ARTICLE 5 DISTRIBUTIONS AND ALLOCATIONS (a) Subject to Section 10.2(c)(iii), each distribution made by the Company, regardless of the source or character of the assets to be distributed, shall be made in accordance with this Article 5 and applicable Law. (b) Prior to making distributions pursuant to Section 5.1(c), on each Tax Distribution Date, the Company shall distribute to each Member, including each holder of Unvested Class A Units and each Class B Member, in cash an amount equal to such Member s Assumed Tax Liability, if any. The Board agrees to maintain adequate cash or liquid asset reserves in an amount sufficient to make the distributions required by the preceding sentence. Notwithstanding the foregoing and for the avoidance of doubt, the Members agree that the Company shall not be required to make distributions to a Member pursuant to this Section 5.1(b) to the extent that such Member forfeits the Units. Any amounts distributed to a Member pursuant KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 10

119 to this Section 5.1(b) shall be treated as an advanced payment of, and shall reduce by a like amount, the amounts otherwise distributable to such Member pursuant to Section 5.1(c) and Section 10.2(c)(iii), as applicable. (c) Subject to Section 10.2(c)(iii), the Board shall have sole discretion to determine the timing of any distribution, including distributions pursuant to Section 5.1(b), and in the case of other distributions, the aggregate amounts available for such distribution. Each such other distribution made by the Company, regardless of the source or character of the assets to be distributed, shall be made in the following order of priority: (i) First, 100% of any Net Distributable Profit for each Fiscal Year shall be paid to the holders of outstanding Class C Units in proportion to their relative Class C Unit Percentage Interest, until the Class C Unit Preference Amount of each holder of Class C Units has been reduced to zero; (ii) Second, in the event that the Class C Unit Preference Amount is not reduced to zero by the fourth anniversary of the Effective Date (the Preference Period ), any remaining Class C Unit Preference Amount shall increase at a rate of 8% compounded annually ( Class C Unit Preferred Return ). 100% of any Net Distributable Profit each Fiscal Year shall be paid to the holders of outstanding Class C Units in proportion to their relative Class C Unit Percentage Interest until such time as the Class C Unit Preferred Return is reduced to zero pursuant to this Section 5.1(c)(ii). (iii) Thereafter, subject to the other provisions of this Section 5.1, including Section 5.1(b), to the holders of outstanding Class A Units, Class B Units and Class C Units in proportion to their relative Percentage Interests; provided, however, if one or more Class B Units is issued with a Threshold Value greater than zero, each such Class B Unit shall not be treated as having been issued for purposes of this Section 5.1(c)(iii) and shall be ignored for purposes of the definition of Percentage Interest and for purposes of this Section 5.1(c)(iii) (and thus such Class B Unit will not be entitled to receive distributions under this Section 5.1(c)(iii)), until the aggregate distributions made pursuant to this Section 5.1(c)(iii) following the issuance of such Class B Unit with respect to Units, other than such Class B Units, but including Members holding Class B Units whose Threshold Value is lower than the Threshold Value of such Class B Units with respect to which the distributions are being reduced under this Section 5.1(c)(iii), equal the Threshold Value applicable to such Class B Unit. (d) Notwithstanding Section 5.1(c), all amounts otherwise distributable pursuant to this Agreement (other than pursuant to Section 5.1(b)) with respect to each Unvested Class A Unit and Unvested Class B Unit shall be retained by the Company (collectively, the Withheld Amounts ). Prior to making any distribution pursuant to Section 5.1(c) or Section 10.2(c)(iii), but subject to the first sentence of this Section 5.1(d), the Company will distribute (i) the Withheld Amounts with respect to each Class A Unit and Class B Unit that has become a Vested Class A Unit and Vested Class B Unit, respectively, to the holder of such Class A Unit or Class B Unit upon the vesting of such Unit and (ii) the Withheld Amounts with respect to each KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 11

120 Class A Unit and Class B Unit that has been forfeited or cancelled shall be available for distribution pursuant to Section 5.1(c) upon the forfeiture or cancellation of such Unit. (e) All distributions made under this Section 5.1 shall be made to the holders of record of the applicable Units on the record date established by the Members or, in the absence of any such record date, to the holders of the applicable Units on the date of the distribution. (f) Except for distributions pursuant to Section 5.1(b), the Company may distribute securities in kind (which need not be pro rata). The fair market value of securities distributed in kind shall be determined by the Members in their reasonable discretion. (g) The Company is authorized to deduct or withhold from distributions, or with respect to allocations, to the holders of Units and to pay over to any federal, state, local or foreign taxing authority any amounts required to be so deducted or withheld pursuant to the Code or any provisions of applicable Law. For all purposes under this Agreement, any amount so deducted or withheld shall be treated as actually distributed to the holder with respect to which such amount was withheld. 5.2 Allocations of Profits and Losses and other Items. (a) Profit and Loss Allocations. After giving effect to the allocations under Section 5.2(b), Profits and Losses (and to the extent reasonably determined by the Board in good faith to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Fiscal Period shall be allocated among the Members during such Fiscal Period, in such a manner as shall cause the Capital Accounts of the Members (as adjusted to reflect all allocations under Section 5.2(b) and all distributions through the end of such Fiscal Period) to equal, as nearly as possible, (i) the amount such Members would receive if all assets of the Company on hand at the end of such Fiscal Period were sold for cash equal to their Book Values, all liabilities of the Company were satisfied in cash in accordance with their terms (limited in the case of non-recourse liabilities to the Book Value of the property securing such liabilities), all Unvested Class A Units and Unvested Class B Units became Vested Class A Units and Vested Class B Units, respectively, and all remaining or resulting cash (including any Withheld Amounts) were distributed to the Members under Section 10.2(c) (taking into account Section 5.1(c)(ii) and 5.1(c)(iii)) minus (ii) such Member s share of Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets. (b) Regulatory Allocations. Notwithstanding any other provisions of this Section 5.2, the following allocations shall be made in the following order: (i) Nonrecourse Deductions shall be allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 5.4(b). KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 12

121 (ii) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section (b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.2(b)(ii) is intended to comply with the provisions of Treasury Regulation Section (i) and shall be interpreted consistently therewith. (iii) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Period (or if there was a net decrease in Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(b)(iii)), items of income and gain shall be allocated to each Member in an amount equal to such Member s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section (g)(2)). This Section 5.2(b)(iii) is intended to constitute a minimum gain chargeback under Treasury Regulation Section (f) and shall be interpreted consistently therewith. (iv) Notwithstanding any provision hereof to the contrary except Section 5.2(b)(iii) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(b)(iv)), items of income and gain shall be allocated to each Member in an amount equal to such Member s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section (i)(4)). This Section 5.2(b)(iv) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section (i)(4) and shall be interpreted consistently therewith. (v) Notwithstanding any provision hereof to the contrary except Section 5.2(b)(i) and Section 5.2(b)(ii)), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 5.2(b)(v) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (vi) Notwithstanding any provision hereof to the contrary except Section 5.2(b)(iii) and Section 5.2(b)(iv), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section (b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Period) in an amount and manner sufficient to eliminate any deficit balance in such Member s Adjusted Capital Account as quickly as possible; KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 13

122 provided that, an allocation pursuant to this Section 5.2(b)(vi) shall be made only if and to the extent that such Member would have deficit Adjusted Capital Account balance after all other allocations provided for in this Article 5 have been tentatively made as if this Section 5.2(b)(vi) were not in this Agreement. This Section 5.2(b)(vi) is intended to constitute a qualified income offset under Treasury Regulation Section (b)(2)(ii)(d) and shall be interpreted consistently therewith. (vii) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Fiscal Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, that an allocation pursuant to this Section 5.2(b)(vii) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article 5 have been tentatively made as if Section 5.2(b)(vi) and this Section 5.2(b)(vii) were not in this Agreement. (viii) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section (b)(2)(iv)(m)(2) or (b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member s Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section (b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section (b)(2)(iv)(m)(4) applies. 5.3 Income Tax Allocations. (a) All items of income, gain, loss and deduction for Federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Section 5.2, except as otherwise provided in this Section 5.3. (b) In accordance with the principles of Section 704(c) of the Internal Revenue Code and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property s adjusted federal income tax basis shall, solely for federal income tax purposes, be allocated among the Members in order to account for any such difference using the remedial method under Treasury Regulation Section (d) or such other method or methods as determined by the Members to be appropriate and in accordance with the applicable Treasury Regulations. Such allocations under Section 704(c) of the Code shall not be taken into account in computing any Member s Capital Account. (c) Any recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections (e) and , to the KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 14

123 Members who received the benefit of such deductions (taking into account the effect of remedial allocations). (d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections (b)(4)(ii) and (b)(4)(viii). (e) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section (b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section (b)(4)(x). (f) Allocations pursuant to this Section 5.3 are solely for purposes of federal, state, and local taxes and, except as specifically provided, shall not affect, or in any way be taken into account in computing, any Member s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. 5.4 Other Allocation Rules. (a) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year during which each was recognized as the owner of such interest, without regard to the results of Company operations during any particular portion of that year and without regard to whether cash distributions were made to the Transferor or the Transferee during that year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the Treasury Regulations thereunder. (b) The Members proportionate shares of the excess nonrecourse liabilities of the Company, within the meaning of Treasury Regulation Section (a)(3), shall be allocated to the Members in any manner determined by the Members and permissible under the Treasury Regulations. (c) The definition of Capital Account set forth in Section 4.3 and the allocations set forth in Sections 5.2 and 5.3 and the preceding provisions of this Section 5.4 are intended to comply with the Treasury Regulations; provided, however, if the Board determines that the determination of a Member s Capital Account or the allocations to a Member are not in compliance with the Treasury Regulations, the Board is authorized to make any appropriate adjustments. ARTICLE 6 DISPOSITIONS OF MEMBERSHIP INTERESTS; PREEMPTIVE RIGHTS; QUALIFIED IPO 6.1 General Restrictions on Dispositions of Membership Interests. (a) Notwithstanding anything to the contrary contained herein, no Disposition of Membership Interests may be made to any Person that is a Potential Competitor of, or an adverse party to, the Company, as reasonably determined by the Members, except in connection with an KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 15

124 IPO Exchange, in connection with a Drag-Along Transaction pursuant to Section 6.4 or in connection with a permitted exercise of inclusion rights in a Tag-Along Sale pursuant to Section 6.5. (b) Dispositions of Membership Interests otherwise permitted or required by this Agreement may only be made in compliance with applicable foreign, U.S. federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Act. (c) Except in connection with a Qualified IPO, for so long as the Company is a partnership for U.S. federal income tax purposes, in no event may any Disposition of any Membership Interests by any Member be made if such Disposition is effectuated through an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or if such Disposition would otherwise result in the Company being treated as a publicly traded partnership, as such term is defined in Section 7704(b) of the Code and the regulations promulgated thereunder. (d) Dispositions of Membership Interests may only be made in strict compliance with all applicable provisions of this Agreement, and any purported Disposition of Membership Interests that does not comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Company or Capital Accounts of the Members. The Members agree that the restrictions contained in this Article 6 are fair and reasonable and in the best interests of the Company and the Members. (e) Notwithstanding anything to the contrary herein, no Disposition of any Membership Interests may be made if such Disposition or the transferee of such Disposition would (i) violate or potentially violate the Medical Marijuana Act; (ii) violate or potentially violate the terms and conditions of any Permits issued to the Company; or (iii) if the transferee of any Disposition cannot be approved by the State as an owner of a Permit under the Medical Marijuana Act. 6.2 Restrictions on Dispositions of Units. (a) Class A Units. A Disposition of Class A Units may be made only if (i) such Class A Units are Vested Class A Units, (ii) such Disposition complies with the provisions of Section 6.1 and (iii) such Disposition is: with Section 6.3; with Section 6.4; (i) (ii) to a Permitted Transferee of the Disposing Member in accordance made in connection with a Drag-Along Transaction in accordance KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 16

125 Section 6.6; (iii) made in connection with an IPO Exchange in accordance with (iv) to the Company in accordance with the redemption, forfeiture or repurchase provisions of this Agreement or the applicable Unit Purchase Agreement; or (v) Decision Threshold). otherwise approved by Board (which approval shall require a Major (b) Class B Units. A Disposition of Class B Units may only be made if (i) such Class B Units are Vested Class B Units, (ii) such Disposition complies with the provisions of Section 6.1 and (iii) such Disposition is: with Section 6.4; Section 6.6; (i) (ii) made in connection with a Drag-Along Transaction in accordance made in connection with an IPO Exchange in accordance with (iii) to the Company in accordance with the redemption, forfeiture or repurchase provisions of the applicable Equity Grant Agreement or this Agreement; or (iv) otherwise approved by Board as a Major Decision (which approval shall require a Major Decision Threshold). (c) Class C Units. A Disposition of Class C Units may be made only if (i) such Disposition complies with the provisions of Section 6.1 and (ii) such Disposition is: with Section 6.3; with Section 6.4; Section 6.5; (i) (ii) (iii) to a Permitted Transferee of the Disposing Member in accordance made in connection with a Drag-Along Transaction in accordance made by a Transferor in a Tag-Along Sale in accordance with (iv) to the Company in accordance with the redemption, forfeiture or repurchase provisions of this Agreement; (v) made by an Eligible Seller in connection with the exercise of inclusion rights in a Tag-Along Sale in accordance with Section 6.5; Section 6.6; or (vi) made in connection with an IPO Exchange in accordance with KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 17

126 (vii) with Section 6.8; or made pursuant to the exercise of a right of first refusal in accordance (viii) otherwise approved by Board as a Major Decision (which approval shall require a Major Decision Threshold). 6.3 Permitted Dispositions. (a) Any holder of Vested Class A Units or Class C Units may Dispose of such Units to a Permitted Transferee of such holder, subject to the applicable provisions of Section 6.1 (but not subject to Section 6.5 or Section 6.8); provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 6.3, except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such original holder or a Person to whom such transfer is permitted under Section 6.2, (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units under and agree to comply with the provisions of this Agreement, and (iii) if a Permitted Transferee of Units at any time ceases to be a Permitted Transferee of such original holder, then such transferee shall make a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such original holder and if the transferee fails to make such a Disposition within 45 days of the transferee ceasing to be a Permitted Transferee of such original holder, then the Company may, at its option, cause such transferee to forfeit such Units to the Company. 6.4 Drag-Along Rights. (a) If Members holding a majority of the outstanding Membership Interests receive a bona fide written offer from a Third Party (a Third Party Offer ) for a Drag-Along Transaction that is approved by the Board (which approval shall require a Major Decision Threshold), the Board may require all holders of Membership Interests to sell all but not less than all of their Membership Interests in accordance with this Section 6.4. (b) In connection with any such Drag-Along Transaction, all holders of Membership Interests entitled to consent thereto shall consent to the Drag-Along Transaction, and if the Drag-Along Transaction is structured as (i) a merger, conversion, Unit exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, each holder of Membership Interests entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such merger, conversion, Unit exchange, consolidation or asset sale, or (ii) a sale of all or substantially all of the Membership Interests, each holder of Membership Interests shall agree to sell all of such holder s Membership Interests, on the terms and conditions of such Drag-Along Transaction. The holders of Membership Interests shall promptly take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction reasonably requested by the Members, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Section 6.4(c)(iv) and Section 6.4(c)(v)), in each case to the extent that each other holder of Membership Interests is similarly obligated except as otherwise provided for herein, and (B) effectuate the allocation and distribution KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 18

127 of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 6.4(c); provided further, that each holder of Membership Interests waive, and agrees to refrain from exercising, any dissenters rights, rights of appraisal or similar rights under applicable law at any time with respect to such Drag-Along Transaction. The holders of Membership Interests shall be permitted to sell their Membership Interests pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 6. (c) The obligations of the holders of Membership Interests pursuant to this Section 6.4 are subject to the following terms and conditions: (i) Upon the consummation of the Drag-Along Transaction, each holder of Membership Interests shall receive the same proportion of the aggregate consideration from such Drag-Along Transaction that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.1 as in effect immediately prior to such Drag-Along Transaction, and if a holder of Membership Interests receives consideration from such Drag-Along Transaction in a manner other than as contemplated by such rights and preferences or in excess of the amount to which such holder is entitled in accordance with such rights and preferences, then such holder shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the holders of Membership Interests in accordance with such rights and preferences; (ii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Membership Interests for such holder s sole benefit will not be considered costs of the Drag-Along Transaction) unless otherwise agreed by the Company and the acquiror, in which case no holder of Membership Interests shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (excluding modest expenditures for postage, copies, and the like) and no holder of Membership Interests shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received by such holder in the Drag-Along Transaction) of reasonable expenses incurred in connection with a consummated Drag-Along Transaction; (iii) no holder of Membership Interests shall be required to provide any representations, warranties or indemnities in connection with the Drag-Along Transaction, other than (A) representations, warranties or indemnities for which the sole recourse is to each holder s pro rata portion of the consideration in escrow or holdback and (B) customary (including with respect to qualifications) several (and not joint) representations, warranties and indemnities concerning (v) such holder s valid title to and ownership of Membership Interests, free of all liens, claims and encumbrances (excluding those arising under applicable securities laws), (w) such holder s authority, power and right to enter into and consummate such Drag-Along Transaction, (x) the absence of any violation, default or acceleration, as a result of the Drag-Along Transaction, of any agreement to which such holder is subject or by which its assets are bound, and (y) the absence of, or compliance with, any governmental or third party consents, approvals, filings or KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 19

128 notifications required to be obtained or made by such holder in connection with the Drag-Along Transaction; (iv) consideration placed in escrow or holdback shall be allocated among holders of Membership Interests such that if the party making the Third Party Offer ultimately is entitled to some or all of such escrow or holdback amounts, then the net ultimate proceeds received by such holders shall still comply with the intent of Section 6.4(c)(i) as if the ultimate resolution of such escrow or holdback had been known at the closing of the Drag-Along Transaction; and (v) if some or all of the consideration received in connection with the Drag-Along Transaction is other than cash, then such consideration shall be deemed to have a dollar value equal to the fair market value of such consideration as determined by an independent, third-party appraiser in its reasonable judgment. (d) Notwithstanding anything to the contrary in this Section 6.4, if the consideration proposed to be paid to the holders of Membership Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such securities has been declared effective under the Securities Act, then each of the holders of Membership Interests that is not then an Accredited Investor may be required at the request and election of the Members to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Members or (ii) accept cash in lieu of any securities such non-accredited Investor would otherwise receive in an amount equal to the fair market value of such securities as determined in the manner set forth in Section 6.4(c)(v). 6.5 Tag-Along Rights. (a) If a Member (each, a Transferor ) desires to Dispose of all or any portion of their Units to a Third Party (the Tag-Along Transferee ) and the Board approves (which approval shall require a Major Decision Threshold) such Disposition, the Transferor shall offer to include in such proposed Disposition (a Tag-Along Sale ) a number of Eligible Units owned and designated by any Eligible Seller, in each case in accordance with the terms of this Section 6.5. Notwithstanding the foregoing, this Section 6.5 shall not be applicable to, and a Transferor may Dispose of Units without complying with any of the provisions of this Section 6.5 in connection with, any Disposition (i) to a Permitted Transferee (in the case of Vested Class A Units and Class C Units), (ii) made pursuant to a Drag-Along Transaction pursuant to Section 6.4, or (iii) made pursuant to an IPO Exchange. A Transferor shall notify the Eligible Sellers of the offer from such Tag-Along Transferee (the Tag-Along Offer ) and such notice shall include (y) an offer to purchase or otherwise acquire Eligible Units from the Eligible Sellers as required by this Section 6.5 and (z) the per Unit purchase price proposed to be paid by the Tag-Along Transferee for the Transferor s and Eligible Seller s Units in a Tag-Along Sale. (b) Each of the Tag Offerees, if any, shall be entitled to request to include certain Eligible Units in such Tag-Along Sale, in each case in accordance with the terms of this Section 6.5. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 20

129 (c) The Transferor shall send written notice of such Tag-Along Offer (an Inclusion Notice ), together with the Transferor Requested Unit Percentage, to each of the Tag Offerees. Each Tag Offeree shall have the right (an Inclusion Right ), exercisable by delivery of written notice to the Transferor at any time within 10 days after receipt of the Inclusion Notice, to request to sell in the Tag-Along Sale a number of Units that are Eligible Units up to the total number of Units held by such Tag Offeree multiplied by the Transferor Requested Unit Percentage. (d) Promptly following the completion of the procedures described in Section 6.5(c), the following procedures shall apply: (i) number of Requested Units; first, the Transferor shall notify the Tag-Along Transferee of the (ii) next, the Transferor shall determine whether the Tag Along Transferee is willing to purchase all of the Requested Units. If the Tag-Along Transferee is unwilling to purchase all of such Units, then the Transferor shall determine what percentage of Requested Units (which percentage shall be the same for each class of Units unless Section 6.5(e)(ii) applies) such Tag-Along Transferee is willing to purchase in the aggregate (the Purchased Percentage ). In such event, the number of Units that the Transferor proposes to sell in the Tag-Along Sale and the number of the Requested Units that the Transferor and each of the exercising Tag Offerees otherwise would have sold shall be reduced on a pro rata basis (based on the respective total numbers of Units that are Eligible Units that such holders desired to sell) so as to permit the Transferor and the exercising Tag Offerees to sell in the aggregate a number of Units equal to the total number of Requested Units multiplied by the Purchased Percentage (the Purchased Units ). (e) Notwithstanding anything to the contrary in this Section 6.5, if the consideration proposed to be paid by the Tag-Along Transferee in a Tag-Along Sale includes securities with respect to which no registration statement covering the issuance of such securities has been declared effective under the Securities Act, then each holder of Units participating in the Tag-Along Sale that is not then an Accredited Investor may be required, at the request and election of the Transferor, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Transferor or (ii) agree to accept cash in lieu of any securities such holder would otherwise receive in an amount equal to the fair market value of such securities, as determined by the Members in their reasonable judgment; provided, however, that upon written request the Members shall provide any holder of Membership Interests all information reasonably related to the Members determination of fair market value. (f) At the time and place as the Transferor and the Tag-Along Transferee shall agree, the Tag Offerees and the Transferor shall sell to the Tag-Along Transferee all of the Purchased Units. Each sale of Purchased Units pursuant to this Section 6.5(f) shall be upon terms and conditions not more favorable individually and in the aggregate to the purchaser than those in the Tag-Along Offer and the Inclusion Notice and upon the consummation of such sale, each holder of Purchased Units, shall receive the consideration specified in Section 6.5(g). KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 21

130 (g) Upon the consummation of a Tag-Along Sale, each holder of Purchased Units shall receive the same proportion of the aggregate consideration for the Purchased Units sold pursuant to a Tag-Along Sale that such holder would have received if the implied value for all Units based on the proposed purchase price offered by the Tag-Along Transferee had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.1 as in effect immediately prior to such Tag-Along Sale. If a holder of Purchased Units receives consideration from such Tag-Along Sale in a manner other than as contemplated by the immediately preceding sentence or in excess of the amount to which such holder is entitled in accordance with the immediately preceding sentence, then such holder shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the holders of Purchased Units in accordance with the immediately preceding sentence. (h) The Transferor shall have the right in connection with any Tag-Along Sale (or in connection with the investigation or consideration of any potential Tag-Along Sale) to require the Company to cooperate fully with potential acquirors in such prospective Tag-Along Sale by taking all customary and other actions reasonably requested by such Transferor or such potential acquirors, including making the Company s properties, books and records, and other assets reasonably available for inspection by such potential acquirors, establishing a physical or electronic data room including materials customarily made available to potential acquirors in connection with such processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. The Company shall provide assistance with respect to these actions as reasonably requested. 6.6 Qualified IPO. (a) In connection with any proposed Qualified IPO approved in accordance with this Agreement, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 6.6 into equity securities of the IPO Issuer ( IPO Securities ) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the Publicly Offered Securities ). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 5.1(c) and Section 5.1(d) (the IPO Exchange ) such that each holder of Membership Interests will either (i) receive IPO Securities having a value equal to the same proportion of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.1 as in effect immediately prior to such distribution assuming that (A) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (B) all Unvested Class A Units and Unvested Class B Units were Vested Class A Units and Vested Class B Units, respectively, and therefore entitled to all Withheld Amounts with respect to such Unvested Class A Units and Unvested Class B Units or (ii) have such Membership Interests cancelled for no consideration, if the application of the foregoing clause (i) would result in a holder of Membership Interests receiving no IPO Securities; provided, however, that the IPO Securities issued with respect to Unvested Class A Unites and Unvested Class B Units shall remain subject KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 22

131 to vesting in accordance with, and to the extent provided in, the applicable Purchase Agreement or Equity Grant Agreement. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be traded. If, in connection with the IPO Exchange, the Members determine that it is advisable to have the holders of the Units contribute all of the Units to the IPO Issuer or its general partner in one or a series of transactions to the IPO Issuer pursuant to an agreement that provides for the exchange of Membership Interests into IPO Securities of such Person (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 6.6), each holder of Units agrees to participate in such an exchange. (b) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with this Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (including any Member). If the Board elects to exercise the Company s rights under this Section 6.6, each of the Members shall (i) take such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all of the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so that the IPO Exchange is undertaken in a tax- efficient manner and (y) if any holder of Class A Units or Class C Units or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a Blocker Corporation ), at the request of any such Member, merge its Blocker Corporation into the IPO Issuer in a transaction intended to qualify as a tax-free reorganization, utilize such Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the transaction is intended to prevent the Blocker Corporation from being subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock; provided, however, that any such structuring to take into account the Blocker Corporation will not result in an economic result that is materially less favorable to the other Members than would have been the case otherwise. (c) Each Member shall sell any fractional IPO Securities owned by such Member (after taking into account all IPO Securities held by such Member) to the IPO Issuer or its general partner, upon the request of the Company in connection with or in anticipation of the consummation of a Qualified IPO, for cash consideration equal to the fair value of such fractional securities, as determined by the Members. (d) Notwithstanding anything to the contrary in this Section 6.6, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 23

132 not then an Accredited Investor for the purposes of the issuance of the IPO Securities may be required, at the request and election of the Company, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as determined by the Members in their reasonable judgment; provided, however, that upon written request the Members shall provide any holder of Membership Interests all information reasonably related to the Members determination of fair market value. (e) Notwithstanding anything to the contrary in this Agreement, the Board, in its sole discretion, may elect to cause the Company to effect an initial public offering of a Subsidiary without complying with the terms of this Section 6.6, in which case this Agreement will remain in full force and effect, the Company shall not be deemed to be the IPO Issuer and the initial public offering shall not be deemed to be a Qualified IPO. 6.7 Preemptive Rights. (a) Prior to the Company issuing, other than in an Excluded Issuance, any Membership Interests or options or other rights to acquire Membership Interests, whether through exchange, conversion or otherwise (collectively, the New Securities ) to a proposed purchaser (the Proposed Purchaser ), each Eligible Purchaser shall have the right to purchase the number of New Securities as provided in this Section 6.7. Excluded Issuance means the issuance of (i) Class B Units as incentive equity for employees or consultants approved after the date of this Agreement by the Board, (ii) Membership Interests issued to any Person that is not a Member or an Affiliate thereof as consideration in any acquisition or other strategic transaction (such as a joint venture, marketing or distribution arrangement, or technology transfer or development arrangement) approved by the Board, (iii) Membership Interests in any transaction approved by the Board as a Major Decision, or (iv) IPO Securities in connection with an IPO Exchange pursuant to this Agreement. Notwithstanding the foregoing, issuances pursuant to (i) above, in the aggregate, may not exceed eight (8) Class B Units. (b) The Company shall give each Eligible Purchaser at least 10 days prior notice (the First Notice ) of any proposed issuance of New Securities, which notice shall set forth in reasonable detail the proposed terms and conditions of such issuance and shall offer to each Eligible Purchaser the opportunity to purchase its Pro Rata Share (which Pro Rata Share shall be calculated as of the date of such notice) of the New Securities at the same price, on the same terms and conditions and at the same time as the New Securities are proposed to be issued by the Company. If any Eligible Purchaser wishes to exercise its preemptive rights, it must do so by delivering an irrevocable written notice to the Company within 10 days after delivery by the Company of the First Notice (the Election Period ), which notice shall state the dollar amount of New Securities such Eligible Purchaser (each a Requesting Purchaser ) would like to purchase up to a maximum amount equal to such Eligible Purchaser s Pro Rata Share of the total offering amount plus the additional dollar amount of New Securities such Requesting Purchaser would like to purchase in excess of its Pro Rata Share (the Over-Allotment Amount ), if any, if other Eligible Purchasers do not elect to purchase their full Pro Rata Share of the New Securities. The rights of KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 24

133 each Requesting Purchaser to purchase a dollar amount of New Securities in excess of each such Requesting Purchaser s Pro Rata Share of the New Securities shall be based on the relative Pro Rata Shares of those Requesting Purchasers desiring Over-Allotment Amounts. (c) If not all of the New Securities are subscribed for by the Eligible Purchasers, the Company shall have the right, but shall not be required, to issue and sell the unsubscribed portion of the New Securities to the Proposed Purchaser at any time during the 90 days following the termination of the Election Period pursuant to the terms and conditions set forth in the First Notice. The Members may, in their discretion, impose such other reasonable and customary terms and procedures such as setting a closing date, rounding the number of Units covered by this Section 6.7 to the nearest whole Unit and requiring customary closing deliveries in connection with any preemptive rights offering. In the event any Eligible Purchaser refuses to purchase offered Membership Interests for which it subscribed pursuant to the exercise of preemptive rights granted thereto under this Section 6.7, in addition to any other rights the Company may be permitted to enforce at law or in equity, (i) any future distribution made to such Eligible Purchaser and any Permitted Transferee may be offset, in the sole discretion of the Board, by the reasonable fees and expenses incurred by the Company in connection with such Eligible Purchaser s refusal to purchase offered Membership Interests for which it subscribed and (ii) such Eligible Purchaser and any Permitted Transferee of such Eligible Purchaser shall not be considered an Eligible Purchaser for any future rights granted under this Section 6.7 unless the Board expressly designates such Person as an Eligible Purchaser (which the Board, in its sole discretion, may do on an offerby-offer basis or not at all). 6.8 Rights of First Refusal. (a) In the event that any Member (sometimes referred hereinafter as an Offering Member ) wishes to Dispose of any or all of his or its Membership Interest in the Company (the Offered Interest ), such Offering Member shall first offer to sell such Offered Interest to the Eligible Purchasers at the price, upon the terms and conditions, and in the manner herein provided. Notwithstanding the foregoing, this Section 6.8 shall not be applicable to, and a Member may Dispose of Units without complying with any of the provisions of this Section 6.8 in connection with, any Disposition (i) to a Permitted Transferee (in the case of Class A Units or Class C Units), subject to the provisions of Section 6.1, (ii) made pursuant to a Drag-Along Transaction pursuant to Section 6.4, or (iii) made pursuant to an IPO Exchange. (b) In the event the Offering Member shall desire to Dispose of any Offered Interest, the Offering Member shall give notice (for purposes of this Section 6.8, the Sale Notice ) in writing to each of the Eligible Purchasers, stating his or its bona fide intention to Dispose of such Offered Interest, the name of the prospective transferee, the Offered Interest to be Disposed of, and the purchase price or consideration for which such Offered Interest is proposed to be Disposed of. (c) Upon receipt of the Sale Notice, the other Eligible Purchasers shall have the first right and option to agree to purchase a portion or all (subject to Section 6.8(g)) of the Offered Interest Disposed of or proposed to be Disposed of, at the price set forth in the Sale Notice, in the KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 25

134 proportions that their respective Percentage Interests bear to one another. An Eligible Purchaser may exercise such right only by giving written notice thereof to the Offering Member (a Member Acceptance ), with a copy to the Company, during the 10 calendar day period following the Eligible Purchaser s receipt of the Sale Notice. A Member Acceptance shall specify the total number of the Offered Interest that the Member wishes to purchase. (d) If the Offered Interest specified in the Member Acceptance(s) exceeds the Offered Interest to be Transferred, the provisions for priority in the purchasing the Offered Interest shall be determined as follows: each Eligible Purchaser shall have priority, up to the Offered Interest specified in the Member Acceptance, to purchase that proportion of the Offered Interest that corresponds to his Percentage Interest. The Offered Interest not purchased on such a priority basis shall be allocated in one or more successive allocations to those Eligible Purchasers wishing to purchase more of the Offered Interest, up to the amount which they set forth in the Member Acceptance, in the proportion that the Percentage Interest of each Eligible Purchaser still wishing to purchase the Offered Interest bears to the Percentage Interest held by all such Eligible Purchasers. (e) Upon the decision and notice by the Eligible Purchasers to purchase the Offered Interest, the parties to such purchase shall close such purchase within the earlier of (i) 5 calendar days thereafter or (ii) any additional time period agreed upon by the parties. (f) Unless all of the Offered Interest referred to in the Sale Notice is purchased in accordance with this Section 6.8, provided the failure to purchase the Offered Interest is not attributable to any fault of the Offering Member, none of such Offered Interest may be purchased by the Eligible Purchasers, and any payment submitted by the Eligible Purchasers shall be returned to them. If options to purchase all of such Offered Interest are effectively exercised hereunder, the Eligible Purchasers shall notify the Offering Member and the transferee of the Offering Member, of that fact. Immediately upon receipt of notice that all the Offered Interest is to be purchased, the Offering Member or the transferee of the Offering Member shall deliver to the purchasing Eligible Purchasers a proper assignment in blank for such Offered Interest with signatures properly guaranteed and with such other documents as may be required by the Secretary of the Company to provide reasonable assurance that each necessary endorsement is genuine and effective, in exchange for payment therefor by the purchasing Eligible Purchasers representing the total purchase price. Any Interest acquired by the purchasing Eligible Purchasers pursuant to this Section 6.8 shall be subject to the provisions and restrictions of this Agreement. (g) If the option specified herein is not exercised with respect to all of the Offered Interest referred to in the Sale Notice, then, within 10 calendar days after written notice is given by the Eligible Purchasers that the options have not been exercised, the Offering Member may Dispose of all or any part of such Interest referred to in the Sale Notice to any Person named as transferee, in the manner described; provided, however, that the Offering Member shall not Dispose of such Interest on terms more favorable to the purchaser than those specified in said Sale Notice; and provided further, that any Interest shall remain subject to the provisions and restrictions of this Agreement. If the Offering Member does not make such Disposition in accordance with the Sale Notice within such 10 calendar days referred to above, he shall be KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 26

135 required again to comply with the provisions of this Section 6.8 before he may Dispose of any Interest in the Company. 6.9 Anti-dilution. (a) Prior to the consummation of a Qualified IPO, the holders of Class C Units will be entitled to receive additional Class C Units if the Company issues any New Securities without consideration or for a consideration per Unit less than the Original Class C Unit Price, such that each holder of Class C Units shall automatically and without further action on such holder s part be issued an additional number of Class C Units such that the average price per Class C Unit paid by such holder shall equal the Weighted Average Adjusted Unit Price (as adjusted for any Dispositions by such holder prior to the time of the issuance triggering such adjustment). In the event of an issuance of New Securities involving tranches or other multiple closings, the adjustment shall be calculated as if all New Securities were issued at the first closing. Prior to the consummation of a Qualified IPO, the Class C Units will also be subject to proportional adjustment in accordance with the foregoing for splits, dividends, combinations, recapitalizations, reorganizations or otherwise. (b) The Company shall make such adjustments to the Members Schedules as are necessary to reflect such issuance of additional Class C Units pursuant to subsection (a) above; provided, however, that any failure to make any such adjustment to the Members Schedules or any defect therein shall not in any way impair or affect the validity of such issuance Specific Performance. Each Member acknowledges that it shall be inadequate or impossible, or both, to measure in money the damage to the Company or the Members, if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Article 6, that every such restriction and obligation is material, and that in the event of any such failure, the Company or the Members shall not have an adequate remedy at law or in damages. Therefore, each Member consents to the issuance of an injunction or the enforcement of other equitable remedies against such Member at the suit of an aggrieved party without the posting of any bond or other security, to compel specific performance of all of the terms of this Article 6 and to prevent any Disposition of Membership Interests in contravention of any terms of this Article 6, and waives any defenses thereto, including the defenses of: (a) failure of consideration; (b) breach of any other provision of this Agreement; and (c) availability of relief in damages Termination Following Qualified IPO. Notwithstanding anything to the contrary in this Article 6, the provisions of this Article 6 (other than Section 6.10) shall terminate and be of no further force or effect upon the consummation of a Qualified IPO. ARTICLE 7 MANAGEMENT 7.1 Management Under Direction of the Board. A board of managers of the Company (the Board ) is hereby established and shall be comprised of natural Persons (each such Person, KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 27

136 a Manager ) who shall be appointed in accordance with the provisions of Section 7.2. The business and affairs of the Company shall be managed, operated and controlled by or under the direction of the Board, and the Board shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, subject only to the terms of this Agreement. 7.2 Board Composition; Vacancies. (a) The Company and the Members shall take such actions as may be required to ensure that the number of managers constituting the Board is at all times nine (9). The Board shall be comprised as follows: (i) four (4) individuals designated by holders of at least a majority of the Class C Units (the Class C Managers ), which individuals initially shall be David Gill, Chrissie Wagner, Judith Waldman, and James Zellner; for so long as Class C Members, together with their Affiliates, continue to own beneficially at least 35% of the outstanding Units of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like (the Class C Designee Threshold ); provided, that, if the Class C Members and their Affiliates at any time own less than the Class C Designee Threshold, the Class C Managers will be designated by the Class A Members and Class C Members, voting together as a single class; (ii) four (4) individuals designated by holders of at least a majority of the Class A Units (the Class A Managers ), which individuals initially shall be Jeffrey Field, Trisha de Beer, Bennett Johnson III, and Malcolm Morrison, for so long as the Class A Members, together with their Affiliates, continue to own beneficially at least 30% of the outstanding Units of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like (the Class A Designee Threshold ); provided, that, if the Class A Members and their Affiliates at any time own less than the Class A Designee Threshold, the Class A Managers will be designated by the Class A Members and Class C Members, voting together as a single class; and (iii) one (1) individual designated by Christian M. Perrucci, which individual initially shall be Christian M. Perrucci; provided, that, if Christian M. Perrucci or his Affiliates no longer beneficially own any Class A Units, such Manager will be designated by the Class A Members and Class C Members, voting together as a single class. At all times, the composition of any board of managers of any Company Subsidiary shall be the same as that of the Board. (b) In the event that a vacancy is created on the Board at any time due to the death, Disability, retirement, resignation or removal of a Manager, then the Members who designated such Manager (as described in Section 7.2(a)) shall designate a new individual to fill such vacancy and the Company and each Member hereby agree to take such actions as may be KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 28

137 required to ensure the election or appointment of such designee to fill such vacancy on the Board. In the event that the applicable Members as required by Section 7.2(a) shall fail to designate in writing a representative to fill a vacant position on the Board, and such failure shall continue for more than thirty (30) days after notice from the Company to the Members with respect to such failure, then the vacant position shall be filled by an individual designated by the Managers then in office; provided, that such individual shall be removed from such position if the applicable Members pursuant to Section 7.2(a) so direct and simultaneously designate a new Manager. (c) The Board shall maintain a schedule of all Managers with their respective mailing addresses (the Managers Schedule ), and shall update the Managers Schedule upon the removal or replacement of any Manager. A copy of the Managers Schedule as of the execution of this Agreement is attached hereto as Exhibit D. 7.3 Removal; Resignation. (a) A Manager may be removed or replaced at any time from the Board, with or without cause, upon, the written request of at least a majority of the Members that appointed such Manager. (b) A Manager may resign at any time from the Board by delivering his written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board s acceptance of a resignation shall not be necessary to make it effective. 7.4 Meetings. (a) The Board shall meet at such time and at such place as the Board may designate. Meetings of the Board may be held either in person or by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, at the offices of the Company or such other place (either within or outside the Commonwealth of Pennsylvania) as may be determined from time to time by the Board. Written notice of each meeting of the Board shall be given to each Manager at least 24 hours prior to each such meeting. (b) Special meetings of the Board shall be held on the call of any three Managers upon at least two days written notice (if the meeting is to be held in person) or one day s written notice (if the meeting is to be held by telephone communications or video conference) to the Managers, or upon such shorter notice as may be approved by all the Managers. Any Manager may waive such notice as to himself. (c) Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 29

138 7.5 Quorum; Manner of Acting. (a) A majority of the Managers serving on the Board shall constitute a quorum for the transaction of business of the Board. At all times when the Board is conducting business at a meeting of the Board, a quorum of the Board must be present at such meeting. If a quorum shall not be present at any meeting of the Board, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (b) Any Manager may participate in a meeting of the Board by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. A Manager may vote or be present at a meeting either in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. (c) Each Manager shall have one vote on all matters submitted to the Board or any committee thereof. Except as provided in Section 7.5(d), with respect to any matter before the Board, consent of at least a majority of the Managers shall be required to take any actions. (d) Major Decisions (as defined below) shall require consent of at least a majority of the Managers of the Board which consent must include the Manager designated by Christian M. Perrucci ( Major Decision Threshold ). Major Decisions include the following actions: (i) normal course of business; entering into transactions or using funds outside of the Company s (ii) incurring indebtedness by the Company in excess of $100,000 in one transaction or a series of related transactions; (iii) entering into, directly or indirectly, any related-party transactions between the Company and any Member, Manager or employee of the Company (or any person or entity that is affiliated or related to any Member, manager or employee of the Company); (iv) selecting a Chief Executive Officer and other senior officers; (v) determining compensation packages for officers, senior and key employees, including Johnson, Field, Hague and Morrison; (vi) admitting new Members to the Company (except as expressly permitted pursuant to this Agreement); (vii) amending this Agreement or the Articles of Organization; KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 30

139 $25,000; (viii) settling any claim or litigation involving an amount in excess of (ix) causing a material change in the Company s accounting policies (other than as required by GAAP) or making a tax election that would reasonably be expected to materially and adversely affect a Member; (x) increasing the amount of issued Units of the Company in excess of the Units provided on the effective date or changing the capital structure of the Company to issue a different series of Units (provided however, the Company may issue up to 8 Class B Units as employee or Manager equity incentive); (xi) issuing additional Units at less than fair market value at the time of such issuance or, at any time, below the per unit purchase price paid for the Class C Units sold as of the Effective Date, assuming all Additional Capital Commitments are funded; (xii) adopting an Annual Budget; (xiii) distributing assets or making any dividends or distributions to any Member or other persons or entities in a single transaction or series of related transactions in excess of $100,000 (except as otherwise provided in this Agreement); Permit(s); (xiv) materially amending, supplementing or modifying the Company s (xv) of the Company s assets. entering into a merger or a sale or transfer of all or substantially all 7.6 Action By Written Consent. Notwithstanding anything herein to the contrary, any action of the Board (or any committee of the Board) may be taken without a meeting if either (a) a written consent of at least a majority of the Managers on the Board shall approve such action, or, if a Major Decision, written consent of at least a majority of the Managers of the Board including the consent of the Manager appointed by Christian M. Perrucci; provided, that prior written notice of such action is provided to all Managers at least one day before such action is taken, or (b) a written consent constituting all of the Managers on the Board (or committee) shall approve such action. Such consent shall have the same force and effect as a vote at a meeting where a quorum was present. 7.7 Compensation; No Employment. (a) Each Manager shall be reimbursed for his reasonable out-of-pocket expenses incurred in the performance of his duties as a Manager, pursuant to such policies as from time to time established by the Board. Nothing contained in this Section 7.7 shall be construed to preclude any Manager from serving the Company in any other capacity and receiving reasonable compensation for such services. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 31

140 (b) This Agreement does not, and is not intended to, confer upon any Manager any rights with respect to continued employment by the Company, and nothing herein should be construed to have created any employment agreement with any Manager. 7.8 Committees. The Board may, by resolution, designate from among the Managers one or more committees, each of which shall be comprised of one or more Managers; provided, that in no event may the Board designate any committee with all of the authority of the Board. 7.9 Advisory Board. So long as Christian M. Perrucci remains a Member, Christian M. Perrucci shall appoint two advisory boards (collectively, the Advisory Boards ) that shall each consist of seven individuals. One Advisory Board will be composed of Class C Members or their designees, which shall be appointed by Christian M. Perrucci at such time as the Board determines (the Class C Advisory Board ). The second Advisory Board will be composed of medical, scientific and research professionals, which shall initially be: (1) Dr. Philip Kim; (2) Dr. Barry Boyd; (3) Dr. Malcolm Leissring; (4) Dr. Kelvin Cooper; (5) Dr. Reagan Wetherill; (6) Malcolm Morrison; (7) Dr. Sabreen Raza; (8) Dr. Jonathan Hosey; and (9) one additional member to be appointed (the Scientific Advisory Board ). The Advisory Boards shall report and make recommendations to the full Board regarding the operations of the Company but shall not have the authority to bind the Company. The Advisory Boards shall not be compensated for the services until such time as the Board determines. The Board shall set the compensation, if any, of the Advisory Boards and may set guidelines for operations of the Advisory Boards Officers. The Board may appoint individuals as officers of the Company (the Officers ) as it deems necessary or desirable to carry on the business of the Company and the Board may delegate to such Officers such power and authority as the Board deems advisable. No Officer need be a Member or Manager. Any individual may hold two or more offices of the Company. Each Officer shall hold office until his successor is designated by the Board or until his earlier death, resignation or removal. Any Officer may resign at any time upon written notice to the Board. Any Officer may be removed by the Board (acting by majority vote of all Managers other than the Officer being considered for removal, if applicable) with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal or otherwise, may, but need not, be filled by the Board No Personal Liability. Except as otherwise provided under Pennsylvania law, by applicable law or expressly in this Agreement, no Manager, Member or Officer will be obligated personally for any debt, obligation or liability of the Company or of any Company Subsidiaries, whether arising in contract, tort or otherwise, solely by reason of being a Manager, Member or Officer Insurance. The Company may maintain insurance, at its expense, to protect each Officer of the Company, and the Company may maintain such insurance to protect itself and any Manager or Member of the Company, in each case against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Act. The Company will acquire life insurance on Phillip Hague in an amount satisfactory to the Board and such proceeds will be payable to the Company. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 32

141 7.13 Amendment, Modification or Repeal. Any amendment, modification or repeal of Section 7.11, 7.12 or 7.13 shall be prospective only and shall not in any way affect the limitations on the liability of the applicable Members or any of their respective Affiliates under such provisions as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. ARTICLE 8 CERTAIN AGREEMENTS OF THE COMPANY AND MEMBERS 8.1 Financial Reports and Access to Information. (a) Upon written request, each Class A Member and Class C Member shall be entitled to receive the following information from the Company: (i) Within 30 days after the end of each month, a monthly management report, including an unaudited Capital Account statement, an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and an unaudited consolidated income statement and statement of cash flows of the Company and its Subsidiaries for such month prepared in accordance with GAAP (with the exception of normal year-end adjustments and absence of footnotes), consistently applied, together with a comparison of such statements to the Annual Budget for such periods; (ii) Within 60 days after the end of each fiscal quarter ending March 31, June 30 and September 30 of each year, an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and an unaudited consolidated income statement and statement of cash flows of the Company and its Subsidiaries for such quarter prepared in accordance with GAAP (with the exception of normal year-end adjustments and absence of footnotes), consistently applied, together with a comparison of such statements to the Annual Budget for such periods; (iii) Within 120 days after the end of each Fiscal Year, an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and a consolidated income statement, statement of members equity and statement of cash flows of the Company and its Subsidiaries for such Fiscal Year prepared in accordance with GAAP, consistently applied, and a signed audit letter from the Company s auditors, together with a comparison of such statements to the Annual Budget for such periods; Annual Budget; and reasonably request. (iv) (v) Following the approval of any Annual Budget, a copy of such Such other information as Members or their respective advisors may KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 33

142 (b) The Company shall deliver to each of the Members within 90 days of the Company s year end, a final Schedule K-l, together with such additional information as may be required by the Members (or their owners) in order to file their individual income tax returns reflecting the Company s operations. In addition, the Company shall provide, to the extent reasonably available, such other information as a Member may reasonably request for purposes of complying with applicable tax reporting requirements. 8.2 Annual Budget. The Officers of the Company shall present to the Board, at least 60 days before the beginning of each Fiscal Year of the Company, a reasonably detailed consolidated general and administrative annual budget for the upcoming Fiscal Year (the Annual Budget ). The Board shall then approve or deny the proposed Annual Budget pursuant to Section 7.5(d). 8.3 Maintenance of Books. The Company shall keep or cause to be kept at its principal office complete and accurate books and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company s business and minutes of the proceedings of any meetings of the Members. The records shall include complete and accurate information regarding the state of the business and financial condition of the Company; a copy of the Certificate and this Agreement and all amendments thereto; a current list of the names and last known business, residence or mailing addresses of all Members; and the Company s federal, state and local tax returns for the Company s six most recent tax years. 8.4 Accounts. The Company shall establish one or more separate bank and investment accounts and arrangements for the Company, which shall be maintained in the Company s name with financial institutions and firms that the Members may determine. The Company may not commingle the Company s funds with the funds of any Member. 8.5 Information. (a) No Member shall be entitled to obtain any information relating to the Company except as expressly provided in this Agreement or to the extent required by the Act; and to the extent a Member is so entitled to, or otherwise receives, any information relating to the Company, such Member and such information shall be subject to the provisions of Section 8.5(b). (b) Each Member agrees that all Confidential Information shall (x) be kept confidential by such Member and shall not be disclosed by such Member in any manner whatsoever and (y) not be used for any purpose other than monitoring and evaluating such Member s investment in the Company; provided, however, that any of such Confidential Information may be disclosed (i) to such Member s Affiliates, to Persons who are (or who are prospective) beneficial owners of equity interests in such Member or its Affiliates and to managers, directors, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors) of such Member and of such Member s Affiliates (collectively, for purposes of this Section 8.5(b), Representatives ), each of which Representatives shall be bound by the provisions of this Section 8.5(b) or substantially similar terms, and that such Member shall be responsible for a breach of this Section 8.5(b) by any of its KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 34

143 Representatives as if such Representative were a party hereto; (ii) to the extent to which the Company consents in writing; (iii) to the extent not in violation of applicable Law, if disclosure is with respect to the terms of a Member s investment in the Company pursuant to this Agreement and the performance of that investment; (iv) by a Member or Representative to the extent reasonably necessary in connection with such Member s enforcement of its rights under this Agreement; or (v) by any Member or Representative to the extent that the Member or Representative has received advice from its counsel that it is legally compelled to do so; provided, however, that prior to making such disclosure, the Member or Representative, as the case may be, uses reasonable efforts to preserve the confidentiality of the Confidential Information, including consulting with the Company regarding such disclosure and, if reasonably requested by the Company, assisting the Company, at the Company s expense, in seeking a protective order to prevent the requested disclosure. (c) The obligations of a Member pursuant to this Section 8.5 will continue following the time such Person ceases to be a Member, but thereafter such Person will not have the right to enforce the provisions of this Agreement. Each Member acknowledges that disclosure of Confidential Information in violation of this Section 8.5 may cause irreparable damage to the Company and the Members for which monetary damages are inadequate, difficult to compute, or both. Accordingly, each Member consents to the issuance of an injunction or the enforcement of other equitable remedies against such Member at the suit of an aggrieved party without the posting of any bond or other security, in order to compel specific performance of all of the terms of this Section 8.5. ARTICLE 9 TAXES 9.1 Tax Returns. The Company shall prepare and timely file all U.S. federal, state and local and foreign tax returns required to be filed by the Company. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company s operations that is necessary to enable the Company s tax returns to be timely prepared and filed. 9.2 Tax Partnership. It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Except in connection with a Qualified IPO, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section Tax Elections. The Company shall make the following elections on the appropriate forms or tax returns: the Code; (a) to adopt the calendar year as the Company s fiscal year, if permitted under KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 35

144 purposes; (b) to adopt the accrual method of accounting for U.S. federal income tax (c) to elect to amortize the organizational expenses of the Company as permitted by Code Section 709(b); and (d) of the Members. any other election the Board may deem appropriate and in the best interests 9.4 Tax Matters Member. (a) For the tax years of the Company ending on or before December 31, 2017, the tax matters partner of the Company pursuant to Code Section 6231(a)(7) shall be designated from time to time by the Board subject to replacement by the Board. Any person who is designated as the tax matters partner is referred to herein as the Tax Matters Member. The initial Tax Matters Member will be Christian M. Perrucci. The Tax Matters Member shall take such action as may be necessary to cause to the extent possible each other Member to become a notice partner within the meaning of Code Section 6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. (b) The Tax Matters Member shall take no action without the authorization of the Members, other than such action as may be required by Law. Any reasonable, documented cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. (c) The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Members. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any partnership item (within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within fifteen (15) days from the date of the settlement. (d) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Members consent to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Code Sections 6226 or 6228 or any other Code Section with respect to any item KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 36

145 involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed. (e) If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members. 9.5 Partnership Representative. (a) For tax years of the Company beginning on or after January 1, 2018, the partnership representative of the Company pursuant to Code Section 6223(a) shall be designated from time to time by the Board subject to replacement by the Board. Any person who is designated as the partnership representative is referred to herein as the Partnership Representative. (b) The Partnership Representative is authorized and required to represent the Company (at the Company s expense) in connection with all examinations of the Company s affairs by taxing authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company, unless previously authorized to do so in writing by the Board, which authorization may be withheld by the Board in its sole and absolute discretion. The Partnership Representative shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. (c) The Company will not elect into the partnership audit procedures enacted under Section 1101 of the Bipartisan Budget Act of 2015 (the BBA Procedures ) for any tax year beginning before January 1, 2018, and, to the extent permitted by applicable law and regulations, the Board shall determine whether the Company will annually elect out of the BBA Procedures for tax years beginning on or after January 1, 2018 pursuant to Code Section 6221(b) (as amended by the Bipartisan Budget Act of 2015). For any year in which applicable law and regulations do not permit the Company to elect out of the BBA Procedures, then within forty-five (45) days of any notice of final partnership adjustment, the Board shall determine whether the Company will elect the alternative procedure under Code Section 6226, as amended by Section 1101 of the BBA, and furnish to the Internal Revenue Service and each Member during the year or years to which the notice of final partnership adjustment relates a statement of the Member s share of any adjustment set forth in the notice of final partnership adjustment. 9.6 Section 83(b) Election. Each Member who acquires unvested Class A Units or Class B Units agrees to consult with such Member s tax advisor to determine the tax consequences KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 37

146 of such acquisition and the advisability of filing an election under Code Section 83(b). Within thirty (30) days following the issuance of any unvested Class A Units or Class B Units, the recipient of such unvested Class A Units or Class B Units, as applicable, shall timely file with the Internal Revenue Service an election under Code Section 83(b) with respect to such unvested Class A Units or Class B Units, as applicable. Each such Member acknowledges that it is the sole responsibility of such Member, and not the Company, to file the election under Code Section 83(b) even if such Member requests the Company or its Representatives to assist in making such filing. Each such Member agrees to provide, on or before the due date for filing of such election, proof that such election has been filed timely Dissolution. ARTICLE 10 DISSOLUTION, WINDING-UP AND TERMINATION (a) The Company shall be liquidated and its affairs shall be wound up on the first to occur of the following events (each a Liquidation Event ) and no other event shall cause the Company s dissolution: (i) date of this Agreement; if the Company fails to obtain a Permit within one (1) year from the Threshold); (ii) (iii) the vote of the Board (which approval shall require a Major Decision at any time when there are no Members; and (iv) Section of the Act. entry of a decree of judicial dissolution of the Company under (b) Except as otherwise provided in this Section 10.1, to the maximum extent permitted by the Act, the death, retirement, Resignation, expulsion, Bankruptcy or dissolution of a Member or the commencement or consummation of separation proceedings shall not constitute a Liquidation Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution Winding-Up and Termination. On the occurrence of a Liquidation Event, the Members may select one or more Persons to act as liquidator or a designated Member may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 38

147 (a) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company s assets, liabilities and operations; (b) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and follows: (c) all remaining assets of the Company shall be distributed to the Members as (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with Section 5.1, and those distributions shall be made by the end of the Fiscal Period of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section The distribution of cash or property to the Members in accordance with the provisions of this Section 10.2 constitutes a complete return to such Member of its Capital Contributions and a complete distribution to the Members of its Membership Interests (including Units) and all the Company s property and constitutes a compromise to which all Members have consented. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds Deficit Capital Accounts. No Member shall be required to pay to the Company, to any other Member or to any third party any deficit balance which may exist from time to time in the Member s Capital Account Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Members (or such other Person or Persons as the Act may require or permit) KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 39

148 shall file a Certificate of Cancellation (or similar certificate) in the Commonwealth of Pennsylvania, cancel any other filings made pursuant to Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law. ARTICLE 11 GENERAL PROVISIONS 11.1 Offset. Whenever the Company is to pay or distribute any amount to any Member, any amounts that such Member, in its capacity as a Member, owes the Company, whether pursuant to any Transaction Document (other than an Employment Agreement) or otherwise, may be deducted from the amount to be paid or distributed to each Member before payment or distribution Non-Compete; Non-Solicit. (a) Non-Compete. In light of each Member s access to Confidential Information and position of trust and confidence with the Company, each Member hereby agrees that, during the time a Member is a Member of the Company, and for a period of three (3) years thereafter (the Restricted Period ) such Member shall not, within the Restricted Territory: (i) render services or give advice to, or affiliate with (as employee, partner, consultant or otherwise), or (ii) directly or indirectly through one or more of any of their respective Affiliates, own, manage, operate, control or participate in the ownership, management, operation or control of, any Competitor or any division or business segment of any Competitor. For purposes of this Section 11.2, the term Competitor shall mean any Person engaged, directly or indirectly, in whole or in part, in the same or similar business as the Company, including those engaged in the business of cultivating, propagating, harvesting, growing, processing, extracting, manufacturing, marketing and/or selling, either in bulk or retail, cannabis or cannabis flowers, plants, tinctures, oils or other products for medicinal or recreational uses. For the purposes of this Section 11.2, the term Restricted Territory shall mean the Commonwealth of Pennsylvania and the State of New Jersey. (b) Non-solicit of Employees. In light of each Member s access to Confidential Information and position of trust and confidence with the Company, each Member further agrees that during the Restricted Period, he or she shall not, directly or indirectly through one or more of any of their respective Affiliates, hire or solicit, or encourage any other Person to hire or solicit, any individual who has been employed by the Company within two (2) years prior to the date of such hiring or solicitation, or encourage any such individual to leave such employment. (c) Blue Pencil. If any court of competent jurisdiction determines that any of the covenants set forth in this Section 11.2, or any part thereof, is unenforceable because of the KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 40

149 duration or geographic scope of such provision, such court shall have the power to modify any such unenforceable provision in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Section 11.2 or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by Applicable Law. The parties hereto expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them License Event. (a) License Event Cure Period. If a License Event occurs, whether by act or omission of one or more Members or otherwise, the Member or Members causing the License Event (individually or collectively, the Breaching Member ) may cure the License Event if the Breaching Member (i) cures the the cause of such License Event and restores the Permit within thirty (30) days of the License Event (the License Event Cure Period ); (ii) pays any fine or assessment related to such restoration; and (iii) pays, within thirty (30) days from the expiration of the License Event Cure Period to the other Members an amount equal to the estimated amount of distributions under Article 5 that would have been received by the other Members if such License Event had not occurred, as determined in good faith by the Board. (b) Breach Purchase. In the event a License Event remains uncured at the expiration of the License Event Cure Period, or if the Board determines that the License Event cannot be cured, the Company shall have the option, exercisable by written notice from the Board to the Breaching Member within thirty (30) days of the expiration of the License Event Cure Period or upon determination that the License Event cannot be cured (as applicable, the Breach Purchase Notice ) to acquire the Membership Interest of the Breaching Member for a price (the Breach Purchase Price ) equal to 75% of the Fair Market Value of the Breaching Member s Membership Interest, provided, however, that if the License Event resulting in the Breach Purchase Notice was not caused by any act or omission of the Breaching Member (i.e., a change in the Medical Marijuana Act resulting in the disqualification of a Member) the Breach Purchase Price shall be equal to 100% of the Fair Market Value of the Breaching Member s Membership Interest. The closing of the sale of the Breaching Member s Membership Interest shall take place at the Company s office or such other place as the Board shall determine on a date specified in the Breach Purchase Notice, which date shall be within sixty (60) days of the determination of the Breach Purchase Notice. At the closing, the Breaching Member shall convey its entire Membership Interest, free and clear of any liens, claims, options, charges, encumbrances or rights of others (other than those rights arising hereunder) and the Breaching Member shall so represent and warrant, and further represent and warrant that it is the sole record and beneficial owner of its entire Membership Interest, with full authority and power to convey such Membership Interest. The Company shall deliver at closing, by wire transfer of immediately available funds, payment in full, in cash, of the Breach Purchase Price to the Breaching Member. At such closing, the parties shall execute and/or deliver such additional documents as are otherwise necessary or appropriate to effectuate the transfer of such entire Membership Interest and each Member hereby irrevocably constitutes and appoints any Manager its attorney-in-fact, coupled with an interest, to execute, KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 41

150 acknowledge and deliver all instruments and documents necessary to effectuate the foregoing conveyance in the event such Member becomes a Breaching Member and the Company exercises its right under this Section Notices. (a) Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, mailed by certified mail, return receipt requested, or nationally recognized overnight or second-day delivery service with proof of receipt maintained, or ed at the following addresses, as applicable (or any other address or address that any such party may designate by written notice to the other parties in accordance herewith, except that such notice shall be effective only upon receipt): executive offices; (i) if to the Company, at the address or address of its principal (ii) on Schedule I hereto; and if to a Member, to the address or address given for the Member (iii) if to an Additional Member, Substitute Member or a holder of Membership Interests or Units that has not been admitted as a Member, to the address or address given for such Member or holder in an Addendum Agreement. Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by certified mail, be deemed received upon the earlier of actual receipt thereof or five Business Days after the date of deposit in the United States mail, as the case may be; shall, if delivered by nationally recognized overnight or second-day delivery service, be deemed received the second Business Day after the date of deposit with the delivery service; and shall, if delivered by , be deemed received upon receipt by the delivering Person of a confirmation of receipt. (b) Whenever any notice is required to be given by Law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice Entire Agreement. This Agreement (including the Exhibits and Schedules) and the other Transaction Documents constitute the entire agreement of the Members relating to the subject matter hereof and thereof and supersede all prior contracts or agreements with respect to the Company relating to the subject matter hereof and thereof, whether oral or written. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 42

151 by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run Amendment or Restatement; Power of Attorney. (a) Subject to Section 7.5(d) and Section 11.7(b), this Agreement (including any Exhibit or Schedule hereto) or the Certificate may only be amended, modified, supplemented or restated, and any provisions of this Agreement or the Certificate may only be waived, by the Board (and without the approval of any other Person); provided, however, that any such amendment, modification, supplement, restatement or waiver that would (x) alter or change the rights, obligations, powers or preferences of one or more Members in the capacity as a holder of a specific class or series of Units in a material, disproportionate and adverse manner, shall require the prior written consent of Members holding at least fifty percent (50%) of such specific class or series of Units; (y) disproportionately and adversely affects the rights of a Member in its capacity as a holder of a specific class or series of Units, as compared to other Members in their capacities as the holders of the same class or series of Units, shall require the prior written consent of such Member that is disproportionately and adversely affected or (z) adversely affects the rights of a Member (or Affiliate thereof) by name or specific description, shall require the prior written consent of such Member. (b) Notwithstanding anything to the contrary in this Section 11.7, this Agreement shall be deemed to be automatically amended from time to time to the extent provided in an Addendum Agreement executed and delivered by the parties thereto to reflect issuances and transfers of Membership Interests made in compliance with this Agreement without the further consent of any party to this Agreement. (c) Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any person not a party to this Agreement. (d) Each Member irrevocably makes, constitutes and appoints each Officer of the Company, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement, (ii) all other instruments, certificates, filings or papers not inconsistent with the terms of this Agreement which may be necessary or advisable in the determination of the Members to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, this Agreement (including changes to the Members Schedules) that has been properly authorized or approved in accordance with this Agreement, (iii) all certificates, documents and other instruments (including conveyances and a certificate of termination) to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, (iv) all KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 43

152 instruments required or necessary to admit Additional Members and Substituted Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided in this Agreement, (v) all instruments required or necessary to effect an IPO Exchange or as are otherwise required or necessary to facilitate a Qualified IPO in accordance with this Agreement, including any instruments related to any subscription by the Members in any IPO Issuer, (vi) all conveyances and other instruments or papers required or necessary, to effect the dissolution and termination of the Company pursuant to the provisions of this Agreement, (vii) all instruments required or necessary to effect a Drag-Along Transaction in accordance with this Agreement, and (viii) all other instruments or papers not inconsistent with the terms of this Agreement that may be required to give effect or carry out another provision of this Agreement or that may be required by Law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing business. (e) With respect to each Member and each Additional Member or Substituted Member, the foregoing power of attorney: (i) is coupled with an interest and given to secure a proprietary interest, shall be irrevocable and shall survive the incapacity or Bankruptcy of such Member; (ii) may be exercised by the Company through any Officer either by signing separately as attorney-in-fact for such Member or, after listing all of the Members executing an instrument, by a single signature of such Officer acting as attorney-in-fact for all of them; and (iii) shall survive the Disposition by such Member of all or any portion of the Units held by such Member; except that, where the assignee of the whole of such Member s interest has been approved in accordance with the terms hereof for admission to the Company as an Additional Member or Substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company and each Member and their respective heirs, permitted successors, permitted assigns, permitted distributees and legal representatives; and by their signatures hereto, the Company and each Member intends to and does hereby become bound. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective permitted successors and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained Governing Law; Severability; Limitation of Liability. (a) THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE. (b) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal court of the United States in the Eastern District of Pennsylvania or any Pennsylvania KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 44

153 state court located in Northampton county, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby (except as otherwise expressly provided in any Employment Agreement, non-competition and confidentiality agreement or Equity Grant Agreement), and each party hereby irrevocably agrees that all claims in respect of such dispute may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such courts or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, proceeding or counterclaim of the nature specified in this subsection (b) by the mailing of a copy thereof in the manner specified by the provisions of Section EACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. (c) In the event of a direct conflict between the provisions of this Agreement and (i) any provision of the Certificate or (ii) any mandatory, non-waivable provision of the Act, such provision of the Certificate or the Act shall control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. (d) If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Member shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the parties as expressed herein. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 45

154 11.11 Counterparts. This Agreement may be executed in any number of counterparts (including electronic counterparts), each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute a single instrument. Delivery of a copy of this Agreement bearing an original signature by electronic transmission shall have the same effect as physical delivery of the paper document bearing the original signature Employment Arrangements. Each holder of Class B Units acknowledges and agrees that this Agreement, and the legal relationships created hereby, will have no effect on any Employment Agreement or similar arrangement between such holder of Class B Units and the Company or any of its Affiliates Outside Counsel. Each signatory to this Agreement acknowledges and agrees that such signatory has been represented by separate outside counsel in connection with the transactions contemplated hereby and further acknowledges and agrees that White and Williams LLP has acted as counsel solely to the Company and not to any of the Members in connection with the transactions contemplated hereby No Presumption. Each party to this Agreement acknowledges that, in the event that any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. [Signature pages follow] KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 46

155 [Signature Page to Keystone ReLeaf, LLC Agreement] IN WITNESS WHEREOF, the Company and the Members have executed this Agreement as of the date first set forth above. COMPANY: KEYSTONE RELEAF LLC By: Name: Christian M. Perrucci Title: Member MEMBERS: Name: Christian M. Perrucci Name: Jeff Field Name: Bennett Johnson Name: Phillip Hague Name: Malcolm Morrison Name: Trisha de Beer Name: Terence Rooney KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT

156 Name: Mara M. Meyers Name: Alyssa Kim Name: Carolyn Carey Name: Brian R. Tipton KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 2

157 EXHIBIT A DEFINED TERMS Accredited Investor has the meaning ascribed to such term in the regulations promulgated under the Securities Act. Act means the Pennsylvania Limited Liability Company Law of 1994 and any successor statute, as amended from time to time. Addendum Agreement is defined in Section 3.6(b). Additional Member means any Person that is not already a Member who acquires (i) a portion of the Membership Interests held by a Member from such Member or (ii) newly issued Membership Interests from the Company and, in each case, is admitted to the Company as a Member pursuant to the provisions of Section 3.6. Adjusted Capital Account means, with respect to any Member, the balance in such Member s Capital Account as of the end of the relevant Fiscal Period or as of any other time when it is necessary to determine the Adjusted Capital Account of such Member, after giving effect to the following adjustments: (a) Add to such Capital Account the amount that such Member is obligated to contribute to the Company, if any, upon liquidation of such Member s Membership Interest and the amount that such Member is obligated to restore or is deemed to be obligated to restore to the Company pursuant to Regulations Section (b)(2)(ii)(c) or the penultimate sentence of each of Regulations Sections (i)(5) and (g)(1); and (b) Subtract from such Capital Account such Member s share of the items described in Regulations Sections (b)(2)(ii)(d)(4), (b)(2)(ii)(d)(5) and (b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section (b)(2)(ii)(d) and shall be interpreted consistently therewith. Affiliate means, when used with respect to a specified Person, any Person which (a) directly or indirectly Controls, is Controlled by or is Under Common Control with such specified Person, (b) is an officer, director, general partner, trustee or manager of such specified Person, or of a Person described in clause (a) of this definition, or (c) is a Relative of such specified Person or of an individual described in clauses (a) or (b) of this definition. Agreement means this First Amended and Restated Limited Liability Company Agreement of the Company, as it may be further amended and restated from time to time. Annual Budget is defined in Section 8.2. Assumed Tax Liability of any Member as of each Tax Distribution Date means an amount equal to (a) the cumulative amount of federal, state, and local income taxes (including any applicable KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 1

158 estimated taxes), determined taking into account the character of income and loss allocated as it affects the applicable tax rate, that the company accountants estimate would be due from such Member as of such Tax Distribution Date, (x) assuming such Member were an individual or corporation, as applicable, subject to the highest applicable federal, state and local income tax rate (including for the avoidance of doubt, the tax rate imposed on net investment income by Section 1411 of the Code to the extent applicable to the income allocated to the Member) for an individual or corporation, as applicable, resident in the State of New York, (y) assuming such Member earned solely the items of income, gain, deduction, loss, and/or credit allocated to such Member pursuant to Section 5.3 and (z) after taking proper account of loss carryforwards available to individual or corporate taxpayers, as applicable, resulting from losses allocated to such Member by the Company, to the extent not taken into account in prior periods, reduced by (b) all previous distributions made to such Member pursuant to Section 5.1(b), Section 5.1(c)(ii), Section 5.1(c)(iii), Section 5.1(d), and Section 10.2(c)(iii). Bankruptcy or Bankrupt means (a) with respect to any Person, that such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement with creditors, composition with creditors, readjustment, liquidation, dissolution or similar relief under any Law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person s properties; or (b) a proceeding seeking reorganization, arrangement with creditors, composition with creditors, readjustment, liquidation, dissolution or similar relief under any Law has been commenced against such Person and 120 days have expired without dismissal thereof or with respect to which, without such Person s consent or acquiescence, a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person s properties has been appointed and 90 days have expired without the appointment having been vacated or stayed, or 90 days have expired after the date of expiration of a stay, if the appointment has not previously been vacated. BBA Procedures is defined in Section 9.5(c). Blocker Corporation is defined in Section 6.6(b). Book Value means, with respect to any property of the Company, such property s adjusted basis for federal income tax purposes, except as follows: (a) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property, as reasonably determined by the Members, as of the date of such contribution. (b) The Book Values of all properties shall be adjusted to equal their respective fair market values, as reasonably determined by the Members, in connection with (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 2

159 in exchange for more than a de minimis Capital Contribution to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Company, (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company, (iii) the liquidation of the Company within the meaning of Treasury Regulation Section (b)(2)(ii)(g)(1) (other than pursuant to Section 708(b)(1)(B) of the Code), (iv) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a noncompensatory option or warrant in accordance with Treasury Regulation Section (b)(2)(iv)(s), or (v) any other event to the extent determined by the Members to be permitted and necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulation Section (b)(2)(iv)(q); provided that, adjustments pursuant to clauses (i), (ii) and (iv) above shall be made only if the Members reasonably determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any noncompensatory options or warrants are outstanding upon the occurrence of an event described in this paragraph (b)(i) through (b)(v), the Company shall adjust the Book Values of its properties in accordance with Treasury Regulation Sections (b)(2)(iv)(f)(1) and (b)(2)(iv)(h)(2). (c) The Book Value of property distributed to a Member shall be adjusted to equal the fair market value of such property, as reasonably determined by the Members, as of the date of such distribution. (d) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section (b)(2)(iv)(m) and clause (f) of the definition of Profits or Losses or Section 5.2(b)(viii); provided, however, that the Book Value of property shall not be adjusted pursuant to this clause (d) to the extent the Members reasonably determine that an adjustment pursuant to clause (b) is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this clause (d). (e) If the Book Value of property has been determined or adjusted pursuant to clauses (a), (b) or (d) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant to Article 5. Breaching Member is defined in Section 11.3(a). Breach Purchase Notice is defined in Section 11.3(b). Breach Purchase Price is defined in Section 11.3(b). Business Day means, with respect to the recipient of any notice, any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 3

160 Capital Account means the account to be maintained by the Company for each Member pursuant to Section 4.3. Capital Call means a call or request for additional capital in writing (which may include electronic mail) by or on behalf of the Company, specifying the amount of capital requested to be contributed by each Member receiving such notice in accordance with the terms of this Agreement. Capital Contribution means with respect to any Member, the amount of money and the initial Book Value of any property contributed to the Company by such Member in accordance with Article 4. Any reference to the Capital Contributions of a Member will include the Capital Contributions made by a predecessor holder of such Member s Units to the extent the Capital Contribution was made in respect of Units Transferred to such Member. Certificate means the Certificate of Organization of the Company, as filed with the Pennsylvania Department of State on November 16, 2016, as amended from time to time. Change of Control means the occurrence of any of the following events: (i) any Person becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company s then outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company s assets; or (iii) the consummation of a merger or consolidation of the Company with any other Person, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; but excluding any Change of Control that occurs as a result of the sale of voting securities by the Company in a bona fide equity financing for purposes of providing capital for the Company. Class A Managers is defined in Section 7.2(a)(ii). Class A Member means any holder of Class A Units. Class A Units is defined in Section 3.2(a). Class B Member means any holder of Class B Units. Class B Units is defined in Section 3.2(a). Class C Managers is defined in Section 7.1(a)(i). Class C Member means any holder of Class C Units. Class C Units is defined in Section 3.2(a). KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 4

161 Class C Unit Percentage Interest of a holder of Class C Units at the time of determination, means an amount (expressed as a percentage) equal to the number of Class C Units held by such holder divided by the total number of Class C Units outstanding. Class C Unit Preference Amount means with respect to each Class C Unit, as of any date of determination, an amount equal to the difference between (x) the aggregate amount of Capital Contributions made with respect to or on account of such Class C Unit minus (y) the amount of all prior distributions made with respect to such Class C Unit pursuant to Section 5.1(c)(i) and Section 10.2(c)(iii), subject to adjustment pursuant to Section 5.1(c)(iii). Class C Unit Preferred Return is defined in Section 5.1(c)(ii). Code means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding Law. Company means Keystone ReLeaf LLC, a Pennsylvania limited liability company. Competitor is defined in Section Confidential Information means all confidential and proprietary information (irrespective of the form of communication) obtained by or on behalf of a Member from the Company, its Subsidiaries or any of their respective representatives, including, but, not limited to, the processes, procedures, know-how and other information regarding the cultivating, propagating, harvesting, growing, processing, extracting, manufacturing cannabis or cannabis flowers, plants, tinctures, oils or other products for medicinal or recreational uses other than information, which (a) was or becomes generally available to the public other than as a result of a breach of this Agreement by such Member, (b) was or becomes available to such Member on a non-confidential basis prior to disclosure to the Member by the Company, its Subsidiaries or any of their respective representatives, (c) was or becomes lawfully available to the Member on a non-confidential basis from sources other than the Company its Subsidiaries or any of their respective representatives, provided that, such Member does not know that such sources are prohibited by contractual, legal or fiduciary obligation from transmitting the information, or (d) is independently developed by such Member without the use of any such information received under this Agreement. Control, including the correlative terms Controlling, Controlled by and Under Common Control with means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of Equity Interests, by contract or otherwise) of a Person. Depreciation means, for each Fiscal Period, an amount equal to the depreciation, amortization or other cost recovery deduction (excluding depletion) allowable for federal income tax purposes with respect to property for such taxable period, except that (a) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the remedial method pursuant to Treasury Regulation Section (d), Depreciation for such taxable period shall be the amount of book basis KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 5

162 recovered for such Fiscal Period under the rules prescribed by Treasury Regulation Section (d)(2), and (b) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such taxable period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable period bears to such beginning adjusted tax basis; provided that, if the adjusted tax basis of any property at the beginning of such taxable period is zero dollars ($0.00), Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Members. Disposition, including the correlative terms Dispose or Disposed, means any direct or indirect transfer, assignment, sale, gift, inter vivos transfer, pledge, hypothecation, mortgage, or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law) of Membership Interests (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Membership Interests is transferred or shifted to another Person. For the avoidance of doubt, Disposition includes any transfer by reason of marital dissolution, community property laws or death with respect to a Member. Drag-Along Transaction means any of the following: (a) any consolidation, conversion, merger or other business combination involving the Company in which Membership Interests are exchanged for or converted into cash, securities of a corporation or other business organization or other property, other than the IPO Exchange; (b) a sale or transfer of all or substantially all of the assets of the Company to be followed promptly by a liquidation of the Company or a distribution to the Members of all or substantially all of the net proceeds of such Disposition after payment or other satisfaction of liabilities and other obligations of the Company; or (c) the Disposition of all or substantially all of the outstanding Membership Interests in a single transaction or a series of related transactions, excluding any Dispositions made pursuant to Sections 6.2, 6.5, 6.6 or 6.7. Economic Risk of Loss has the meaning assigned to that term in Treasury Regulation Section (a). Effective Date is defined in the preamble. Election Period is defined in Section 6.7(b). Eligible Purchaser means any holder of Class C Units that certifies to the Company s reasonable satisfaction that such holder is an Accredited Investor. Eligible Seller means any holder of Eligible Units. Eligible Units means all outstanding Class C Units. KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 6

163 Employment Agreement means any Equity Grant Agreement, non-competition, non-solicitation and confidentiality agreement, non-solicitation, confidentiality and non-disparagement agreement, or other employment agreement, in each case in such form may be approved by the Board. Equity Grant Agreement means any grant agreement or plan that the Company or any of its Subsidiaries enters into with respect to the issuance of Class B Units, in such form as is approved by the Board. Equity Interests means (a) capital stock, member interests, partnership interests, other equity interests, rights to profits or revenue and any other similar interest in any corporation, partnership, limited liability company or other business entity, (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing, whether at the time of issuance or upon the passage of time or the occurrence of some future event and (c) any warrant, option or other right (contingent or otherwise) to acquire any of the foregoing. Excluded Issuance is defined in Section 6.7(a). Fair Market Value means, with respect to any Unit, a price determined by the Board in good faith based solely on the liquidation value at the time that Fair Market Value of the assets of the Company is determined. First Notice is defined in Section 6.7(b). Fiscal Period means (a) any period commencing on the date hereof or, for any Fiscal Period other than such first Fiscal Period, the day following the end of a prior Fiscal Period and (b) ending (A) on the last day of each Fiscal Year, (B) on the day preceding any day in which an adjustment to the Book Value of the Company s properties pursuant to clause (b)(i), (ii) or (iii) of the definition of Book Value occurs, (C) immediately after any day in which an adjustment to the Book Value of the Company s properties pursuant to clause (b)(iv) of the definition of Book Value occurs, or (D) any other date determined by the Members. Fiscal Year means the fiscal year of the Company, which shall end on December 31 st of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes. GAAP means United States generally accepted accounting principles. Inclusion Notice is defined in Section 6.5(c). Inclusion Right is defined in Section 6.5(c). IPO Exchange is defined in Section 6.6(a). IPO Issuer means (i) the Company or (ii) an Affiliate of the Company or a Subsidiary of the Company that will be a successor to the Company and the issuer in a Qualified IPO. KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 7

164 IPO Securities is defined in Section 6.6(a). Law means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a domestic, foreign, tribal or international governmental authority or any political subdivision thereof and shall include, for the avoidance of doubt, the Act. License Event means any threatened temporary or permanent suspension, revocation or termination, or any temporary or permanent suspension, revocation or termination of any Permit relating to a Member or Members; provided further that any event that is highly likely to cause or has the potential to cause a License Event shall constitute a License Event in the sole discretion of the Board. License Event Cure Deadline is defined in Section 11.3(a). Liquidation Event is defined in Section 10.1(a). Major Decision Threshold is defined in Section 7.5(d). Medical Marijuana Act means the Pennsylvania Medical Marijuana Act, 35 P.S , et seq, as the same may be amended, supplemented and/or replaced after the date hereof. Member means any Person (but not any Affiliate or entity in which such Person has an equity interest) executing or bound by this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but such term does not include any Person who has ceased to be a member in the Company. Member Nonrecourse Debt has the meaning assigned to the term partner nonrecourse debt in Treasury Regulation Section (b)(4). Member Nonrecourse Debt Minimum Gain has the meaning assigned to the term partner nonrecourse debt minimum gain in Treasury Regulation Section (i)(2). Member Nonrecourse Deductions has the meaning assigned to the term partner nonrecourse deductions in Treasury Regulation Section (i)(1). Members Schedules is defined in Section 3.5. Membership Interest means the interest of a Member in the Company, which may be evidenced by Units or other interests, including rights to distributions (liquidating or otherwise), allocations, notices and information, and all other rights, benefits and privileges enjoyed by that Member (under the Act, the Certificate, this Agreement or otherwise) in its capacity as a Member; and all obligations, duties and liabilities imposed on that Member (under the Act, the Certificate, this Agreement, or otherwise) in its capacity as a Member. KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 8

165 Minimum Gain has the meaning assigned to that term in Treasury Regulation Section (d). Net Distributable Profit means the positive difference, if any, between (1) the Company s net profits before tax as shown on the Company s financial statements for the relevant period prepared for federal income tax purposes and approved by the company accountants minus (2) any reserves which are, in the judgment of the Board, reasonably necessary for the ongoing operations and expansion of the Company. New Securities is defined in Section 6.7(a). Nonrecourse Deductions has the meaning assigned that term in Treasury Regulation Section (b). Officer is defined in Section 7.3(a). Original Class C Unit Price means $400,000, which amount is subject to appropriate adjustment for all Unit splits, dividends, combinations, recapitalizations and the like. Original Effective Date is defined in the recitals. Over-Allotment Amount is defined in Section 6.7(b). Partnership Representative is defined in Section 9.5(a). Percentage Interest means, at the time of determination, an amount (expressed as a percentage) equal to the number of Units held by such holder divided by the total number of Units outstanding. Permit means one or more permits for the Company as a Medical Marijuana Organization to operate both a growing/processing facility and at least one dispensary facility, as those term are defined in the Medical Marijuana Act or similar permit. Permitted Transferee means: (i) with respect to any such holder that is a natural person, (A) a Relative of such holder, and (B) any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are such holder or Relatives of such holder; and (ii) with respect to any such holder that is not a natural person, (A) the spouse of the natural person that is the beneficial owner of the majority of the Equity Interests of such holder or its ultimate parent, and (B) any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are the natural person that is the beneficial owner of the majority of the Equity Interests of such holder or its ultimate parent or Relatives of such natural person. KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 9

166 Person means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof. Potential Competitor means any Person whose business is substantially similar to that of the Company in the states or foreign jurisdictions where the Company operates or it is reasonably contemplated that the Company will operate within 12 months following the date of determination. Pre-IPO Value means the product of (a) the quotient obtained by dividing (i) the net proceeds to the IPO Issuer from a Qualified IPO (less the reasonably estimated expenses of such Qualified IPO to the IPO Issuer) by (ii) a fraction (expressed as a percentage), the numerator of which is the number of Publicly Offered Securities to be sold to the public in the Qualified IPO and the denominator of which is the total number of securities of the same class or series as the Publicly Offered Securities (including the Publicly Offered Securities) that will be outstanding immediately after the Qualified IPO and (b) the difference between 100% and the percentage described in clause (a)(ii) of this definition. Profits or Losses means, for each Fiscal Period, an amount equal to the Company s taxable income or loss for such period, determined for federal income tax purposes in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication): (a) Any income of the Company that is exempt from federal income tax as described in Code Section 705(a)(i)(B) and not otherwise taken into account in computing Profits and Losses pursuant to this definition of Profits and Losses shall be added to such taxable income or loss; (b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section (b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses shall be subtracted from such taxable income or loss; (c) In the event the Book Value of any asset is adjusted pursuant to clause (b) or clause (c) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section 5.2(b), be taken into account for purposes of computing Profits or Losses; (d) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value; KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 10

167 (e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation; (f) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulation Section (b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and (g) Any items that are allocated pursuant to Section 5.2(b) shall not be taken into account in computing Profits and Losses, but such items available to be specially allocated pursuant to Section 5.2(b) will be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above. Proposed Purchaser is defined in Section 6.7(a). Pro Rata Share means, with respect to any Eligible Purchaser, a fraction (expressed as a percentage), the numerator of which equals the number of Class A Units and Class C Units held by such Eligible Purchaser and the denominator of which equals the total number of Class A Units and Class C Units held by all Eligible Purchasers. Publicly Offered Securities is defined in Section 6.6(a). Purchased Percentage is defined in Section 6.5(d). Purchased Units is defined in Section 6.5(d). Qualified IPO means any underwritten initial public offering by the IPO Issuer of equity securities pursuant to an effective registration statement under the Securities Act or the consummation of a similar initial public offering by the IPO Issuer pursuant to a comparable process under applicable foreign securities laws for which aggregate cash proceeds to be received by the IPO Issuer from such offering (without deducting underwriting discounts, expenses and commissions) are at least $100,000,000; provided that a Qualified IPO shall not include an offering made in connection with a business acquisition or combination pursuant to a registration statement on Form S-4 or any similar form, or an employee benefit plan pursuant to a registration statement on Form S-8 or any similar form. Relative means, with respect to any individual, (a) such individual s spouse or domestic partner, (b) any lineal descendant, parent, grandparent, great grandparent or sibling or any lineal descendant of such sibling (in each case whether by blood or legal adoption), and (c) the spouse or domestic partner of an individual described in clause (b) of this definition. Representatives is defined in Section 8.5(b). KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 11

168 Requested Tag-Along Percentage means, as of a specified date, the percentage determined by dividing (x) the Requested Units by (y) the total number of outstanding Eligible Units. Requested Units means (x) the aggregate number of Units requested to be included in a Tag- Along Sale by all Tag Offerees exercising their Inclusion Rights plus (y) the number of Units that the Transferor proposes to sell in a Tag-Along Sale. Requesting Purchaser is defined in Section 6.7(b). Resign or Resignation means the resignation, withdrawal or retirement of a Member from the Company as a Member. Restricted Period is defined in Section 11.2(a). Restricted Territory is defined in Section Securities Act means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Subsidiary means, with respect to any Person, (a) any corporation, partnership, limited liability company or other entity a majority of the Equity Interests of which having voting power under ordinary circumstances to elect at least a majority of the board of directors or other Persons performing similar functions is at the time owned or Controlled, directly or indirectly, by such Person or by one or more of the other direct or indirect Subsidiaries of such Person or a combination thereof (regardless of whether, at the time, Equity Interests of any other class or classes shall have, or might have, voting power by reason of the occurrence of any contingency), (b) a partnership in which such Person or any direct or indirect Subsidiary of such Person is a general partner or (c) a limited liability company in which such Person or any direct or indirect Subsidiary of such Person is a managing member or manager. Substituted Member means any Person who acquires all of the Membership Interests held by a Member from that Member and is admitted to the Company as a Member pursuant to the provisions of Section 3.6. Tag-Along Offer is defined in Section 6.5(a). Tag-Along Sale is defined in Section 6.5(a). Tag-Along Transferee is defined in Section 6.5(a). Tag Offeree means each of the Eligible Sellers. Tax Distribution Date means any date that is five Business Days prior to the date on which estimated income tax payments are required to be made by individual calendar year taxpayers and each due date for the income tax return of an individual calendar year taxpayer (without regard to extensions). KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 12

169 Tax Matters Member is defined in Section 9.4(a). Third Party with respect to any Member, means any other Person (whether or not another Member) that is not a Permitted Transferee with respect to such Member or, if such Member is not the original holder of the related interest (such that Section 6.3(a)(i) applies), then with respect to the original holder of the related interest. Third Party Offer is defined in Section 6.4(a). Threshold Value is defined in Section 3.2(c). Transaction Documents means this Agreement and each agreement attached as an Exhibit (including any exhibit to any Exhibit) and Equity Grant Agreement executed and delivered to the Company pursuant to the provisions of Section 3.2(b). Transferor is defined in Section 6.5(a). Transferor Requested Unit Percentage means the percentage determined by dividing (x) the aggregate number of Units that the Transferor proposes to sell in a Tag-Along Sale by (y) the total number of outstanding Units then held by the Transferor. Treasury Regulations means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. Unit means a unit representing a fractional part of the Membership Interests of all of the Members and shall include all types, classes and series of Units (including the Class A Units, Class B Units, Class C Units and any other Membership Interest classified as a Unit pursuant to Section 3.2); provided that any type, class or series of Units shall have the rights, benefits privileges and obligations set forth in this Agreement. Unvested Class A Units is defined in Section 3.2(b). Unvested Class B Units is defined in Section 3.2(c). Vested Class B Units is defined in Section 3.2(c). Weighted Average Adjusted Unit Price as of the time of any issuance of New Securities that causes the issuance of additional Class C Units pursuant to Section 6.9, shall be determined (to the nearest one-hundredth of a cent) in accordance with the following formula: Weighted Average Adjusted Unit Price = Original Class C Unit Price * ((A + B) (A + C)). For purposes of the foregoing formula, the following definitions shall apply: A shall mean the number of Units outstanding immediately prior to such issuance of New Securities (treating for this purpose as outstanding all Units issuable upon exercise of options outstanding immediately prior to such issuance or upon conversion or exchange of any securities KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 13

170 convertible into Units outstanding (assuming exercise of any outstanding options therefor) immediately prior to such issuance); B shall mean the number of Units that would have been issued if such New Securities had been issued at a price per Unit equal to the Original Class C Unit Price (determined by dividing the aggregate consideration received by the Company in respect of such issuance by the Original Class C Unit Price); and C shall mean the number of such New Securities issued in such transaction. Withheld Amounts is defined in Section 5.1(d). KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT A PAGE 14

171 EXHIBIT B ADDENDUM AGREEMENT This Addendum Agreement is made this day of, 20 (this Addendum Agreement ), by and between (the Transferee ) and Keystone ReLeaf LLC, a Pennsylvania limited liability company (the Company ), pursuant to the terms of the First Amended and Restated Limited Liability Company Agreement of the Company executed and agreed to as of [ ], 2017 and effective as of the Effective Date, including all exhibits and schedules thereto (the LLC Agreement ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement. WITNESSETH: WHEREAS, the Company and the Members entered into the LLC Agreement to impose certain restrictions and obligations upon themselves, and to provide certain rights, with respect to the Company and its Units; and WHEREAS, the Company and the Members have required in the LLC Agreement that all Persons to whom Units of the Company are transferred and all other Persons acquiring Units (each such person, a Transferee ) must enter into an Addendum Agreement binding the Transferee and the Transferee s spouse, if applicable, to the LLC Agreement to the same extent as if they were original parties thereto and imposing the same restrictions and obligations on the Transferee, the Transferee s spouse, if applicable, and the Units to be acquired by the Transferee as are imposed upon the Members under the LLC Agreement; NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of the purchase or receipt by the Transferee of the Units, the Transferee acknowledges and agrees as follows: 1. The Transferee has received and read the LLC Agreement and acknowledges that the Transferee is acquiring Units subject to the terms and conditions of the LLC Agreement. 2. The Transferee agrees that the Units acquired or to be acquired by the Transferee are bound by and subject to all of the terms and conditions of the LLC Agreement, and hereby joins in, and agrees to be bound by, and shall have the benefit of, all of the terms and conditions of the LLC Agreement to the same extent as if the Transferee were an original party to the LLC Agreement; provided, however, that the Transferee s joinder in the LLC Agreement shall not constitute admission of the Transferee or the Transferee s spouse, if applicable, as a Member unless and until the Transferee is duly admitted in accordance with the terms of the LLC Agreement. This Addendum Agreement shall be attached to and become a part of the LLC Agreement. 3. Any notice required as permitted by the LLC Agreement shall be given to the Transferee at the address or address listed beneath the Transferee s signature below. KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT B PAGE 1

172 4. The Transferee is acquiring [ ] [Class A] [Class B] [Class C]. [The Class B Units have a Threshold Value of [ ].] 5. Each Transferee irrevocably makes, constitutes and appoints each Officer of the Company, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) the LLC Agreement, any amendment, modification, supplement, restatement or waiver of any provision of the LLC Agreement that has been approved in accordance with the LLC Agreement, (ii) all other instruments, certificates, filings or papers not inconsistent with the terms of the LLC Agreement which may be necessary or advisable in the determination of the Members to evidence an amendment, modification, supplement, restatement or waiver of, or relating to, the LLC Agreement (including changes to the Members Schedules) that has been properly authorized or approved in accordance with this Agreement, (iii) all certificates, documents and other instruments (including conveyances and a certificate of termination) to reflect the dissolution and liquidation of the Company pursuant to the terms of the LLC Agreement; (iv) all instruments required or necessary to admit Additional Members and Substituted Members to the Company and to issue additional Units or other Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests) as provided in the LLC Agreement; (v) all instruments required or necessary to effect an IPO Exchange or as are otherwise required or necessary to facilitate a Qualified IPO in accordance with the LLC Agreement, including any instruments related to any subscription by the Members in any IPO Issuer; and (vi) all other instruments or papers not inconsistent with the terms of the LLC Agreement which may be required to give effect or carry out another provision of the LLC Agreement or which may be required by Law to be filed on behalf of the Company or required to permit the Company to become or continue to be a limited liability company in each jurisdiction where the Company may be doing business. With respect to the Transferee, the foregoing power of attorney (x) is intended to secure an interest in property and the Transferee agrees that the foregoing power of attorney shall be irrevocable and shall survive the incapacity or Bankruptcy of the Transferee and (y) shall survive the Transfer by the Transferee of all or any portion of the Units or Membership Interests held by the Transferee. 6. [The spouse of the Transferee is aware of, understands and consents to the provisions of the LLC Agreement and its binding effect upon any community property interest or marital settlement awards he or she may now or hereafter own or receive, and agrees that the termination of his or her marital relationship with such Transferee for any reason shall not have the effect of removing any Units subject to the LLC Agreement from the coverage thereof and that his or her awareness, understanding, consent and agreement is evidenced by his or her signature below.] 7. THIS ADDENDUM AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE. KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT B PAGE 2

173 [Signature Page Follows] KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT B PAGE 2

174 [Signature Page To Addendum Agreement] Transferee [ ] [Transferee s Spouse] Address: AGREED TO on behalf of the Members of the Company pursuant to Section 3.6 of the LLC Agreement. KEYSTONE RELEAF LLC By: Printed Name and Title KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT B SIGNATURE PAGE

175 EXHIBIT C SPOUSAL AGREEMENT The spouse of the Member is executing the First Amended and Restated Limited Liability Company Agreement (as amended, supplemented and restated from time to time (the Agreement ) of Keystone ReLeaf LLC, a Pennsylvania limited liability company (the Company ), dated as of [ ] (or an Addendum Agreement thereto), is aware of, understands and consents to the provisions of the Agreement and each other Transaction Document (as defined in the Agreement) that has been or will be executed by such Member (as defined in the Agreement) or is otherwise binding upon such Member and their binding effect upon any community property interest or marital settlement awards he or she may now or hereafter own or receive, and agrees that the termination of his or her marital relationship with such Member for any reason shall not have the effect of removing any Membership Interests (as defined in the Agreement) subject to the Agreement and such other Transaction Documents from the coverage thereof and that his or her awareness, understanding, consent and agreement is evidenced by his or her signature below. Signed: Name (printed): KEYSTONE RELEAF, LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT C PAGE 1

176 EXHIBIT D MANAGER SCHEDULE Manager Class A Manager Class A Manager Class A Manager Class A Manager Perrucci Manager Class C Manager Class C Manager Class C Manager Class C Manager Name Jeffrey R. Field Bennett J. Johnson III Phillip Hague Trisha de Beer Christian M. Perrucci Mabel Gill Christine Wagner Judy Waldman James Zellner KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT B PAGE 2

177 SCHEDULE I UNIT HOLDERS Member Class A Units Class B Units Class C Units Christian M. Perrucci 7 Units 3 Units Jeffrey R. Field 4 Units Bennett J. Johnson III 5 Units Mara M. Meyers 2 Units Alyssa Kim 1 Units Trisha de Beer 4 Units Phillip Hague 5 Units Malcolm Morrison 4 Units Terence Rooney 6 Units Carolyn Carey 1 Unit Brian R. Tipton 1 Unit ANND LLC Units Aquarius Partners LLC 2 Units BDA LLC 1 Unit BDR Equities LLC 3 Units Richard Bonnano 1 Unit Bowfin LLC 3 Units Dino Cantelmi.3333 Unit Michael Caruso 2 Units CWT-Releaf Investment Associates LLC 1 Unit Dygnan LLC 1 Unit Theodore Eichenlaub 2 Units EMC 3 LLC 1 Unit Ethan Fischbein 1.5 Units Frog Family LLC 2 Units Noreen & Paul Galiano, as joint tenants 1 Unit Scott Gayner.8333 Unit Paul Kim 1 Unit Lacy LLC 2 Units Christian Martin 1 Unit Richard Master Units Gavin McGeehan.3333 Unit John James McGeehan.1666 Unit James Molinaro.5 Unit Ellen Odenthal-Neubauer 1 Unit Park Valley Grow LLC 4 Units Valerie Rich 1 Unit David Salsido 1 Unit Paul Sansone 1 Unit KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT SCHEDULE I

178 Skyview Partners LLC Sollott Investments LLC John J. Tallarico Charles Tuskes Wagner Holdings II LLC Brian Yarsevich Abraham Zegeye 3 Units 1 Unit.6666 Unit 2 Units 3 Units.5 Unit.3333 Unit Total: 40 Units 8 Units [Reserved] Units KEYSTONE RELEAF LLC LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT B PAGE 4

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292 Employees (Contd.) Name and Residential Address First Name: Phil Middle Name: Sunghan Last Name: Kim Suffix: Occupation: Physician Title in the applicant s business: Chief Medical Officer DOH REDACTED Name and Residential Address First Name: Jeffrey Middle Name: Raymond Last Name: Field Suffix: Occupation: Business Owner Title in the applicant s business: Chief Operating Officer DOH REDACTED Name and Residential Address First Name: Trisha Middle Name: Beth Last Name: de Beer Suffix: Occupation: Vice President of Administration Title in the applicant s business: Director of Human Resources DOH REDACTED { DOCX }

293 DOH REDACTED Name and Residential Address First Name: Carolyn Middle Name: Last Name: Carey Suffix: Occupation: Consultant Title in the applicant s business: Director of Construction Management DOH REDACTED Name and Residential Address First Name: Malcolm Middle Name: Albert Last Name: Morrison Suffix: Occupation: Biologist Title in the applicant s business: Director of Engineering and Extraction DOH REDACTED Name and Residential Address First Name: Alyssa Middle Name: Hie Young Last Name: Kim Suffix: Occupation: Director of Finance Title in the applicant s business: Compliance Officer DOH REDACTED { DOCX }

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302 Attachment P: Employee Qualifications, Description of Duties and Training (Contd.) This table details all the job titles, descriptions and responsibilities of KSR s employees involved in activities related to cultivating, manufacturing, and dispensing approved medical marijuana products, including those with managerial and oversight responsibilities. All employees must be at least eighteen (18) years of age or older, and those that contact or handle medical marijuana must not have been convicted of any crime for the sale or possession of drugs, narcotics or other controlled substances in accordance with the Medical Marijuana Act (the Act ) and its applicable regulations. Job Title Chief Executive Officer (CEO) Chief Financial Officer (CFO) Chief Operations Officer (COO) Chief Production Officer (CPO) Description/Responsibilities Responsible for providing strategic leadership for KSR by working with the Board and the managerial and security staff at each KSR facility to ensure continued achievement of safe, secure, and ethical goals, plans, and policies. Responsible for developing and implementing KSR s financial and operational strategies, metrics to measure the success of these strategies, and the continuous monitoring of various control systems that will preserve and secure KSR s assets and enable accurate financial reporting. Responsible for coordinating, at the day-to-day level, the implementation of proper operational controls, administrative and reporting procedures, and human-resource systems to facilitate KSR s continuing legal compliance, security, financial strength, and operating efficiency. Responsible for all operations at our Manufacturing Facility, including cultivation, extraction, processing, final product manufacturing, packaging, labeling and shipment of all medical marijuana products. Department Directors Director of Manufacturing shall exercise oversight of KSR s manufacturing operations from seed to sale. Establish

303 standard operations procedures, documentation, and staff training to assure organization maintains operations within the terms of the Pennsylvania Medical Marijuana Act and its regulations (the Act ). Qualifications Education: Prefer B.S. or higher in related industrial manufacturing or pharmaceutical manufacturing program. Experience: Five or more years management and staff supervision in industrial manufacturing process setting; two or more years Quality Assurances Systems. Director of Manufacturing Knowledge, Skills & Abilities: Advanced knowledge of ground up industrial manufacturing process development. Working knowledge of manufacturing processes in accordance with the Act. Equipment and supply purchasing. Good Manufacturing Practices. Detailed understanding of the Act as related to industrial manufacturing, pharmaceutical production and commercial greenhouse cultivation practices. Staff supervision including hiring and discipline. Staff safety. Job Summary: Develop and implement Standard Operating Procedures for entire 44,000 s.f. commercial scale manufacturing process. Hire, build and supervise manufacturing management team including directors and managers. Set goals and objectives for manufacturing management team. Develop systems to track yields, incidents, and other data as determined. Develop a summary of manufacturing reports for the Board and internal analysis. Lead Constant Quality Improvement team. Meet or exceed goals within budgeted expenditures. Director of Cultivation/Chief Production Officer Director of Cultivation shall exercise oversight of the organization s practices and procedures and who has documented training and experience in quality assurance and

304 quality control procedures Qualifications Education: B.S. or higher in a related program. Experience: Two or more years management and staff supervision in analytical laboratory setting; two or more years Pharmaceutical Quality Assurances role; and CV or resume highlighting training and experience. Knowledge, Skills & Abilities: Advanced knowledge of standard analytical testing, laboratory equipment operations, and standard operation procedures. Working knowledge of laboratory practices approved by Pennsylvania. Laboratory equipment and supply purchasing. Good Manufacturing Practices. Detailed understanding of Pennsylvania laws and regulations governing analytical laboratories. Staff supervision including hiring, safety and discipline. Director of Cultivation/ Chief Production Officer (continued) Job Summary: Develop quality assurance plans, including but not limited to plans to detect, identify and prevent dispensing errors. Assist Director of Quality to develop and implement standard operations manuals for Quality Assurance. Develop a quality assurance program to track contamination incidents and document the investigated source of such incidents and the appropriate corrective action(s) taken. Develop a summary of quality assurance testing for all medical marijuana products produced in the prior year including but not limited to the percentage of lots of each brand and form passing all required testing, the percentage of lots failing contaminant testing, the percentage of lots failing brand requirements, all recalls of product lots and all adverse events reported. Responsible for design construction and management of all cultivation facilities and standard operating procedures. Has access to all records and reports, including Inventory and Transfer Reports. Ensure company s policies are adhered to.

305 Responsible for development of a Production Plan that provides sufficient quality, quantity, and volume of plants for the cultivation facility and medical marijuana for all manufacturing processes. Develop best practices while maintaining and enforcing Standard Operating Procedures. Design process and procedures to carry out accurate inventory reporting. Ensure accurate record keeping and Enforce Compliance and Quality Assurance Program/Systems. Design processes to ensure compliance with PA laws and other governmental regulations including safety and pesticide use as dictated by the Pennsylvania Department of Agriculture ( DOA ) and Department of Environmental Protection ( DEP ). Develop and maintains genetic material needed to manufacture the company s brands. Hire, build a team, and supervise daily analytical laboratory operations. Meet or exceed goals within budgeted expenditures. Assist with Constant Quality Improvement plan. Director of Quality/ Compliance Officer Director of Quality shall exercise oversight of the organization s practices and procedures and who has documented training and experience in quality assurance and quality control procedures. Qualifications Education: B.S. or higher in a related program. Experience: Two or more years management and staff supervision in analytical laboratory setting; two or more years pharmaceutical quality assurances role; and CV or resume highlighting training and experience. Knowledge, Skills & Abilities: Advanced knowledge of standard analytical testing, laboratory equipment operations, and standard operation procedures. Working knowledge of PA approved laboratory practices Laboratory equipment and supply purchasing. Good Manufacturing Practices. Detailed understanding of PA laws and regulations

306 governing analytical laboratories. Staff supervision including hiring and discipline. Staff safety. Director of Quality/ Compliance Officer (continued) Director of Security and Safety Director of Engineering and Extraction Job Summary: Serve as temporary compliance officer until operations are fully functional and a full-time compliance officer is required. Develop quality assurance plans, including but not limited to plans to detect, identify and prevent dispensing errors. Develop and implement standard operations manuals for Quality Assurance. Develop a quality assurance program to track contamination incidents and document the investigated source of such incidents and the appropriate corrective action(s) taken. Develop a summary of quality assurance testing for all medical marijuana products produced in the prior year including but not limited to the percentage of lots of each brand and form passing all required testing, the percentage of lots failing contaminant testing, the percentage of lots failing brand requirements, all recalls of product lots and all adverse events reported. Submit medical marijuana product samples to the department for quality assurance testing, implement policies and procedures to investigate complaints and adverse events, as well as closure procedures. Hire, build a team, and supervise daily analytical laboratory operations. Meet or exceed goals within budgeted expenditures. Assist with Constant Quality Improvement plan. Job Summary: Overall responsibility for the security, control and transportation of KSR s medical marijuana products. Devise policies and procedures designed to prevent diversion or other illegal/unauthorized conduct relating to our medical marijuana and our medical marijuana products. Job Summary: Overall responsibility for extraction and product manufacturing.

307 Director of Construction Management Director of Human Resources Job Summary: Responsible for oversight of the construction and modification of all KSR s facilities. Job Summary: Responsible for all aspects of human resources, including maintenance of Collective-Bargaining Agreement, including bargaining with labor organizations that represent employees. Director of Outreach and Communications Job Summary: Responsible for our overall partner and community outreach strategy, expanding our presence, and building the community impact programs. Will develop and implement communications plans, strategies, and campaigns to reach priority audiences and stakeholders. Develop and execute a partnership outreach and visibility strategy. Develop outreach materials. Reach out to and meet with community stakeholder and prospective partner organizations. Work with management team and customer services staff to develop project proposals for potential clients. Ensure all contacts and correspondence are being tracked centrally Represent KSR to community groups, local stakeholders, and political leaders, including attending conferences, strategy sessions, and community meetings. Cultivate and maintain relationships with key players in national, regional, and local political and nonprofit organizations. Recruit and mentor customer services and project management staff Managers Operations Manager Job Summary: Responsible for the overall operations of all manufacturing operations, including cultivation, extraction, processing, final product manufacturing, packaging, labeling and shipping.

308 Cultivation Operations Manager (or COM ) is responsible for the overall operations of the Cultivation Facility. Cultivation Operations Manager Qualifications Education: Program. B.S. or higher in Horticulture or Related Experience: Two or more years operations management and staff supervision in commercial greenhouse or horticultural operations; minimum one year Good Agricultural Practices ( GAP ). Knowledge, Skills & Abilities: Advanced knowledge of propagation & cultivation including greenhouse operations, hydroponic systems, HVAC, computer control systems, and horticultural lighting systems. Working knowledge of pesticides, fungicides, and herbicides that are approved by the DOA and Markets. Equipment and supply purchasing. Detailed understanding of the PA law and regulations governing agricultural practices. Staff supervision including hiring and discipline. Staff safety. Standard analytical testing. Job Summary: Supervise daily operations at 44,000 s.f. commercial scale horticultural operation. Hire and supervise cultivation staff, including the establishment of work schedules, assigning tasks and responsibilities, and completing performance evaluations (to be conducted quarterly). Meet or exceed established production goals within budgeted expenditures. Develop and implement: o Standard operations manuals for cultivation. o Constant quality improvement plan. o Good Agricultural Practices Plan. o Safety Manuals. Ensure company s policies are adhered to. Has access to Inventory and Transfer Reports. Responsible for the implementation of Standard Operating Procedures and design of a maintenance

309 Cultivation Operations Manager (continued) plan in accordance with PA law and DOA regulation. Develop best practices while maintaining and enforcing Standard Operating Procedures and ensure accurate record keeping and enforce compliance. Guide and promote accurate inventory reporting. Provide training for staff on Worker Protection Standards, equipment operating procedures, pesticide applications, propagation, feeding/nutrient use, potting, pruning, trimming, etc. Create, maintain and post all employee scheduling and scheduling of maintenance projects associated with cultivation facilities. Ensure compliance with PA law and other governmental regulations including safety and pesticide use as dictated by the DOA and EPA. Schedule and implement the establishment and maintenance of plants. Work with Director of Cultivation, Team Leaders and Processing Managers to maintain standards of operation, scheduling of plant movement, pest management and harvest windows as the environment, schedule and plants dictate. Manage daily cultivation operations, including: space allocation, planting, watering, preparing growth media and soil mixes, fertilization, implementation of IPM, and establishing and monitoring plant growth environments according to Standard Operating Procedures and direction of cultivation. Maintain appropriate records including verification of plant tagging and seed to sale tracking system. Monitor the environment, environmental controls and equipment and work closely with mechanical services to insure their proper operation. Report directly to Director of Cultivation. Qualifications Extraction Operations Manager Education: BS or higher in Industrial, Chemical or Process Manufacturing Program. Experience: Two or more years operations management and staff supervision at industrial manufacturing facility operating botanical extraction equipment. Knowledge, Skills & Abilities: Advanced knowledge of CO2 supercritical extraction

310 equipment. Working knowledge of industrial manufacturing operations as approved by PA. Equipment and supply purchasing. Applicable laws and rules of PA industrial manufacturing operations. Staff supervision including hiring and discipline. Staff safety. Standard analytical testing. Extraction Operations Manager (continued) Final Product Manufacturing Operations Manager Job Summary: Hire, build a team, and supervise daily operations at 44,000 s.f. commercial scale production operations. Meet or exceed established production goals within budgeted expenditures. Ensure company s policies are adhered to. Has access to Inventory and Transfer Reports. Develop best practices while maintaining and enforcing Standard Operating Procedures. Guide and promote accurate inventory reporting. Ensure accurate record keeping and Enforce Compliance. Ensure compliance with PA State law and other governmental regulations including safety and pesticide use as dictated by the PA Department of Agriculture and EPA. Help maintain appropriate records including verification of plant tagging and seed to sale tracking. Adhere to standard operating procedure and manage staff and process in accordance. Work with Cultivation Operations Manager and Manufacturing Process Manager to ensure a constant, consistent supply of cured usable medical marijuana for use in the manufacturing process. Develop and implement: o Standard operations manuals for extraction. o Constant quality improvement plan. o Safety Manuals. Qualifications Education: BS or higher in Pharmaceutical Production or Related Program. Experience: 2+ years operations management and staff supervision in commercial pharmaceutical production facility.

311 Knowledge, Skills & Abilities: Advanced knowledge of pharmaceutical production techniques, equipment, practices, and procedures. Working knowledge of pharmaceutical production methods that are approved by the PA Department of Health ( DOH ). Equipment and supply purchasing. Good Agricultural Practices. Applicable laws and rules of PA pharmaceutical production. Staff supervision including hiring and discipline. Staff safety. Standard analytical testing. Facilities and Maintenance Manager Diversity Manager Job Summary: Hire, build a team, and supervise daily operations at a 44,000 s.f. commercial-scale operation. Meet or exceed established production goals within budgeted expenditures. Develop and implement: o Standard operations manuals for cultivation o Constant quality improvement plan. o Good Agricultural Practices/Sanitation Plans. o Safety Manuals. Job Summary: Maintain buildings and operations of a 44,000 s.f. facility and grounds of organization, direct staff, and oversee the upkeep of equipment and supplies. Daily and weekly cleaning. Facility repairs. Renovation and improvement projects. Waste reduction. Safety inspections. Remain within estimated budget. Negotiate with outside vendors for supplies, repairs and other. Supervise groundskeepers, maintenance workers, and custodial staff. Knowledge, Skills & Abilities: Communication. Consultation. Global & Cultural Awareness. Leadership & Navigation.

312 Relationship Management. Job Summary: Develops, implements and monitors programs that promote diversity within the company. Responsible for developing training and initiatives to create and foster an open and inclusive environment. Assist with the development of policies and programs to attract, retain and promote a diverse workforce for the organization. Determines the appropriateness of introducing diversity initiatives and considers the unique needs of the organization. Develops training schedules to educate employees and managers on how to recognize, accommodate and appreciate individual differences and how these can be bridged back to assist in meeting company business plans. Creates or coordinates purchase of e-learning diversity training materials and coordinates online training. Audits older diversity training materials for updating and transitioning into e-learning formats. Develops metrics for measuring the effectiveness of corporate diversity initiatives implemented and prepares quarterly reports to senior management on the value of the initiatives. Keeps current on diversity programs and developments by maintaining contact with others in the field (e.g., professional association and educational groups, and professional development efforts). Compliance Officer Job Summary: Responsible for all regulatory compliance and for internal compliance program. Duties initially to be performed by Director of Quality until qualified candidate can be hired. Cultivation Operations Team Leader Under direction of Cultivation Operations Manager. Qualifications Education: Prefer BS or higher in Horticulture or Related Program

313 Experience: Two years operations management and staff supervision in commercial greenhouse or horticultural operations; minimum 1 year GAP Knowledge, Skills & Abilities: Advanced knowledge of propagation & cultivation including greenhouse operations, hydroponic systems, HVAC, computer control systems, and horticultural lighting systems. Working knowledge of pesticides, fungicides, and herbicides that are approved by the DOA. Equipment and supply purchasing. Good agricultural practices ( GAP ). Applicable laws and rules of PA agricultural practices. Staff supervision including hiring and discipline. Staff safety. Standard analytical testing. Team Leader (continued) Job Summary: Assist Cultivation Operations Manager in daily supervision of operations at 44,000 s.f. commercialscale horticultural operations. Daily staff supervision, scheduling, training, interviews, recruitment, discipline. Complete daily, weekly, and routine cultivation SOPs. Meet or exceed established production goals within budgeted expenditures. Responsible for overall plant health and implementation of standard operating procedures and managing the carrying out of compliance practices and procedures of cultivation facility. Responsible for the accuracy of all record keeping and seed to sale tracking activities performed by cultivation technicians. Work with Cultivation Operations Manager to schedule employees and create scheduling of renewables purchase orders to be reviewed by Cultivation Operations Manager. Manage all grow technicians assigned to each specific phase of the cultivation facility. Report directly to Cultivation Operations Manager. Help schedule IPM interventions and records and maintain records associated with the IPM program. Assist Cultivation Operations Manager in development

314 Cultivation Technician and implementation of: o Standard operations manuals for cultivation. o Constant quality improvement plan. o Good Agricultural Practices Plan. o Safety Manuals. Assist Team Leaders and Shift Supervisors as directed by Cultivation Operations Manager. Qualifications Education: Program Prefer BS or higher in Horticulture or Related Experience: Two or more years operations management and staff supervision in commercial greenhouse or horticultural operations; minimum 1 year GAP. Knowledge, Skills & Abilities: General knowledge of commercial greenhouse operations and systems. General knowledge of pesticides, fungicides, and herbicides that are approved by the PA State. Department of Agriculture. GAP. Job Summary: Maintain plants including watering, fertilizing, pruning, propagation and all other tasks associated with the cultivation of plants within the facility. Record information about crops, such as environmental conditions, media conditions and overall plant health. Apply the principles of Integrated Pest Management in scouting for insect and diseases, identification of insect pest species, and monitoring of pest populations. Apply or release chemical and biological materials to manage insects and diseases. Implement direction given by Cultivation Operations Manager including managing settings and ranges for environmental control equipment and operate such equipment, including computerized programs. Maintain records and reports as required. Test growing media and water to evaluate PH, soluble salts, and other information associated with specific tasks and record keeping. Prepare fertilizer stock solutions and feed plants according to schedule and standard operating

315 Cultivation Technician (continued) Maintenance Technician Maintenance Technician (continued) procedures. Calibrate and maintain test instruments, spraying equipment and all tools and equipment associated with the cultivation of medical of marijuana. Use and maintain personal protective equipment when called for in SOP or when the conditions or environment dictate. Perform all other related duties assigned by cultivation operations manager or team leaders. Job Summary: Clean building floors by sweeping, mopping, and/or vacuuming them daily. Record performed cleaning on cleaning schedules and maintain logs. Gather and empty trash ensure trash is adequately shredded and mixed before disposed. Service, clean, and supply restrooms daily. Clean and polish furniture and fixtures frequently. Clean windows, glass partitions, and mirrors, using soapy water or other cleaners, sponges, and squeegees frequently. Dust furniture, walls, machines, and equipment. Make adjustments and minor repairs to heating, cooling, ventilating, plumbing, and electrical systems. Mix water and detergents or acids in containers to prepare cleaning solutions. Clean equipment using solvents, brushes, rags, and power cleaning equipment. Report directly to Facilities Maintenance Manager. Follow procedures for the use of chemical cleaners and power equipment in order to prevent damage to floors and fixtures. Monitor building security and safety by performing such tasks as locking doors after operating hours and checking electrical appliance use to ensure that hazards are not created. Move heavy furniture, equipment, and supplies, either manually or by using hand trucks. Mow and trim lawns and shrubbery using mowers and hand and power trimmers, clear debris from grounds. Notify Facilities Manager concerning the need for major repairs or additions to building operating systems. Remove snow from sidewalks, driveways, and parking areas, using snowplows, snow blowers, and snow

316 shovels, and spread snow melting chemicals. Requisition supplies and equipment needed for cleaning and maintenance duties. Spray insecticides and fumigants (not on plants) to prevent insect and rodent infestation. Extraction Operations Extraction Manager Qualifications Education: Possess B.S degree in chemistry or biology Experience: Prefer background in the flavor and fragrance industry Knowledge, Skills & Abilities: Strongly versed in critical phase extraction and testing to include HPLC and GC certification. Possesses. Job Summary: Responsible for all extraction department operation, oversees all extraction department employees including training. Uses best laboratory practices to maintain quality and hygienic standards. Responsible for all production and quality reporting for the extraction department. Extraction Staff Processing Technicians Job Summary: Perform all duties related to the Extraction process, including operation of all of the extraction equipment. Job Summary: Perform duties related to the drying of raw marijuana flower, including separating usable from unusable plant material, the transfer of the flower from Cultivation to Extraction. Ensure compliance with control/custody through use of Biotrack. Log and properly dispose of waste. Final Product Manufacturing

317 Team Leaders Final Product Technicians Compliance Technicians Job Summary: Perform all duties related to the Extraction process, including operation of all of the extraction equipment. Job Summary: Perform all duties related to formulation of products. Job Summary: Implement product compliance policies and procedures. Security Armed Security Officer Qualifications License: Security Officers must be fully compliant and licensed as required by PA law. All Security Officers will have a PA State Security License Registration Card issued by the PA Department of State or will be an active duty law enforcement officer working part-time or a retired law enforcement officer who qualifies under the Law Enforcement Officers Safety Act or possesses an appropriate weapon license. Experience: preferred. Prior military or law enforcement experience Job Summary: Manage, administer, and implement all facets of Security Plan. Demonstrate proficiency in all security policies and procedures, with a special emphasis on life safety, access control, product security, and use of force. Screens all personnel and vehicles seeking access to the premises. Conducts routine inspections, checks, and patrols of the parking area inside the perimeter, loading dock, office space, cultivation rooms, storage area, and money room. Armed Security Delivery Qualifications

318 Officers License: Security Officers must be fully compliant and licensed as required by PA law. All Security Officers will have a PA State Security License Registration Card issued by the PA Department of State or will be an active duty law enforcement officer working part-time or a retired law enforcement officer who qualifies under the Law Enforcement Officers Safety Act or possesses an appropriate weapon license. Experience: preferred. Prior military or law enforcement experience Job Summary: Manage, administer, and implement all facets of Security Plan. Demonstrate proficiency in all security policies and procedures, with a special emphasis on life safety, access control, product security, and use of force. Screens all personnel and vehicles seeking access to the premises. Conducts routine inspections, checks, and patrols of the parking area inside the perimeter, loading dock, office space, cultivation rooms, storage area, and money room. Transport and deliver approved medical marihuana products.

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320 Attachment Q: Employee Qualifications of Each Principal and Employee (Contd.) Full resumes for the individuals below are included in Attachments in this application, and longer biographies are included in Section Chief Executive Officer / Chief Financial Officer, Bennett Johnson III: Over 20 years experience in various public and private sector executive roles including serving as the City of Chicago s Budget Director in the Office of Budget and Management, CFO of CBSync/Cannabisync, a medical marijuana advisory firm, Managing Director for A.C. Advisory, a boutique investment advisory firm, and President of the UCI Group, a strategic business consulting firm. He specializes in building and managing teams of experts focused on information, science, finance and technology and shaping market dynamics through strong communication and accountability. He worked with all types of corporations from Global 500 to start-ups in such diverse industries as financial services, media, consumer packaged goods, construction, logistics, manufacturing, real estate, transportation, retail and distribution, telecommunications, healthcare, insurance, and public sector organizations. Bachelor s degree in Biomedical Engineering Sciences from Harvard University and Master of Science degree in Industrial Relations and Personnel Management from the London School of Economics. 2. Chief Medical Officer, Dr. Philip Kim: Widely respected Pennsylvania-based board certified anesthesiologist who has been in private practice since As an expert in the advancement of functional and integrative medicine, he has led numerous research projects and is an advocate in opioid drug abuse response. Medical Director for The Center for Interventional

321 Pain and Spine, Physician Representative for the Delaware Controlled Substance Committee, and a Board Member of the Cancer Initiative in both Pennsylvania and Delaware. Published in numerous medical journals and books and frequently lectures on various topics including minimally invasive pain procedures, pain management and opioids. Bachelor s degree in Biology from Vassar College and an M.D. from Loyola University Chicago Stritch School of Medicine. He completed his anesthesia residency and pain fellowship at the University of Pennsylvania. 3. Chief Production Officer, Phil Hague: Widely recognized as an industry leader of specialized growing practices. Recently designed and built a 80,000 square foot Illinois-based cultivation operation and previously led cultivation operations for Colorado-based Mindful where he built and operated a 40,000 square foot cultivation facility with three dispensaries. Winner of numerous awards, including the prestigious Cannabis Cup, he has been featured in a number of articles on the cannabis industry including High Times centerfold feature The Indoor Acre, in Rolling Stone Magazine, 60 Minutes, The New York Times, Yahoo News, National Geographic, The Wall Street Journal and in foreign press representing some 45 countries. 4. Chief Marketing Officer, Mara Mitch Meyers: Over 25 years in the marketing and communications space building, launching, and consulting for brands of major Fortune 100 companies, startup businesses, various advisory boards, and non-profit organizations. Brand Manager & Director of Marketing Anheuser-Busch, Founding Partner Zipatoni, famed marketing company, Mother of Bud Light, Ad Woman of the Year by AdWeek magazine. Co-owner and Partner of Nature's Care and BeLeaf, License holders and operators for dispensaries in Missouri

322 and Illinois. Bachelor of Science Business Administration and Accounting and Master of Business Administration from Southern Illinois University Edwardsville. 5. Chief Operating Officer Jeff Field: Over 16 years of experience in managing efficient operations and driving profitable sales for national organizations. Has a track record of success in organizational development, financial management and strategic planning. CEO of CBSync/Cannabisync, a medical marijuana advisory firm, Vice President of Legends, a national retail distributor, CFO of a real estate development firm. Bachelor of Science Finance degree from Arizona State University. 6. Director of Human Resources, Trisha De Beer: Over 12 years experience in managing people, organizations, and projects. Was responsible for the implementation of the state mandated math curriculum across numerous grade levels. Project manager for Peron Group, a regional real estate development firm, managing project accounting and assisting in site sourcing and procurement of entitlements. 7. Diversity Manger / General Counsel Fred Rooney: Over thirty years of his legal career working with small and diverse businesses. He was named Father of Incubators and 2013 Legal Rebel by the ABA Journal. Recipient of numerous awards, including the American Association of Law Schools Father Robert Drinan Award for forwarding the ethic of public service through personal service, program design or management. A fluent Spanish speaker, he was recently appointed to serve as a Commissioner on the American Bar Association s Commission on Hispanic Legal Rights and Responsibilities, and is its Liaison to the National

323 LGBT Bar Association and to the ABA Commission on Sexual Orientation and Gender Identity. Juris Doctorate from City University of New York School of Law. Master of Arts in Bicultural/Bilingual Studies from Marywood College. Bachelor in Latin American Studies from Moravian College. 8. Director of Construction Management, Carolyn Carey: Over 8 years experience in management, bidding, coordination for equipping large scale hospital additions and new healthcare facilities including Rush University Medical Center, Chicago, IL; Parkview Health, Fort Wayne, IN; Midland Memorial Hospital, Midland, TX; Palos Community Hospital, Palos Heights, IL; and Exempla St. Joseph, Denver, CO. Highly skilled in creating and managing budgets and creating and publishing live bids and proposals for large scale hospital additions and new healthcare facilities. Bachelor of Arts in Sociology from St. Norbert College. 9. Director of Outreach and Communication, Lt. Colonel John McGeehan: A community icon and stalwart member of Lehigh Valley. Over forty years in leadership positions and in service to his country, starting with three terms in Vietnam. There, as part of Delta Project, his team captured one of the largest caches of enemy weapons of the war. Throughout the 1960s and 1970s Colonel McGeehan worked for the CIA in the Phoenix Program. He was recently the Public Safety Administrator at Northampton County Prison. Green Beret and graduated from the Infantry OCS program, the Officers Advanced Course, from the JFK Unconventional War College, the Command and General Staff College, the Industrial War College, Airborne School, and Underwater Combat Swimmers Program, and was a sniper.

324 10. Director of Engineering and Extraction, Malcolm Morrison: Over 25 years of experience in all aspects of legal cannabis, vineyard and commercial agriculture systems. Sought after consultant on nutrient design, bio stimulant delivery and manufacturing, bacterial and fungal extractions and hardware design. As a noted speaker at farming, medical, naturopathic, and educational conferences and symposiums, he has over 17 years of experience in education and consulting on medical cannabis cultivation facilities. Founder TIR, medical marijuana extraction consulting firm and Founder of Sonoma Biologics, hydroponic and greenhouse consulting firm. Bachelor of Science in Microbiology from Humboldt State University. 11. Compliance Officer, Alyssa Kim: A Certified Public Accountant with over 15 years as a results-oriented finance professional with demonstrated track record of maximizing business opportunities and consistently exceeding corporate financial goals. Her diverse career includes investment banking operations, real estate and healthcare consulting. Assistant Vice-President at Bank of America, Finance Manager for Accretive Health, a large scale hospital network. Bachelor of Science in Finance and Management from University of Illinois at Chicago. Master of Business Administration in Finance from DePaul University.

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326 Attachment R: Employee Training Requirement Materials (Contd.) [The following syllabus will be provided to all employees.] Introduction to Medical Marijuana: The Act has authorized the medical use of marijuana, subject to certain restrictions. The following is a brief introduction to medical marijuana, the main ingredient in our approved brands and forms. A more detailed training will follow. The technical name for marijuana is cannabis sativa, a plant native to Central and South Asia. It is only the female marijuana plant that develops the flower that most people traditionally recognize as marijuana. Types of Marijuana: There are two genera of cannabis traditionally used in marijuana medication: cannabis indica and cannabis sativa. A combination of these is referred to a cannabis hybrid: (1) Cannabis Sativa Feeling: An energetic and focused effect. Use: To treat pain, nausea, or lack of appetite. Optimal Timing of Use: Use during the day. (2) Cannabis Indica Feeling: A relaxing effect. Use: Used in treating many medical conditions. Optimal Timing of Use: Use in the evening. Cannabinoids: Cannabinoids are the chemical compounds in cannabis that produce the medical benefits contained in the plant. Delta-9 tetrahydrocannabinol ( THC ) is the most wellknown cannabinoid and main psychoactive (affecting mind and behavior) compound. Each cannabinoid serves a separate function in medical marijuana. There are twenty-seven (27) known cannabinoids. The cannabinoids that are most useful in medical marijuana include:

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330 Patient Education and Support Plan [The following syllabus will be provided to all employees to educate patients on appropriate product selection.] Welcome to our facility, a model for a safe and secure patient-oriented medical marijuana services. We are also a model of legal compliance in Pennsylvania and a licensed dispensary. I. What is Medical Marijuana? Marijuana is a plant, which grows in many parts of the world and has been used for medical purpose for thousands of years. Marijuana produces a resin containing compounds called cannabinoids. Cannabinoids activate specific receptors that all persons have in their bodies that produce pharmacological effects in the nervous system and the immune system. Cannabinoids have benefits in the treatment of cancer and treatment-related side effects. Depending on the cannabinoids utilized or sought, the method of therapy can be targeted or focused for different modes of relief. Cannabinoids can be taken orally, inhaled, or sprayed under the tongue in conjunction with various medical devices. Marijuana has been studied in laboratories and clinics for relief of pain, nausea, vomiting, anxiety, and loss of appetite, among other medical conditions. Survey data recently compiled by researchers at Stanford University reveals that components within marijuana, specifically the anti-convulsant cannabidiol, helps with seizure activity in children with treatment resistant forms of the disease, such as Dravet s Syndrome. Studies have even found marijuana to kill cancer cells in a laboratory setting. THC is the main component responsible for marijuana s mind-altering effects and skeletal euphoria. Cannabinol and cannabidiol are compounds that also have some of the properties of THC, but cause less psychoactive effects. In the United States, marijuana is a characterized as a controlled substance requiring special licensing for its use. Its possession, use, and distribution remain illegal by federal law.

331 Governor Tom Wolf signed the Medical Marijuana Act in April, 2016 that permits your physician to recommend marijuana therapy to patients diagnosed with epilepsy or other debilitating conditions characterized by intractable seizures. Patients diagnosed with other qualifying conditions must be over the age of 18 to legally participate in the state s program. There is no home cultivation approved in PA. Patient possession limits are two 1/2 ounces of marijuana per 14-day period. Caregivers, who may serve only one patient and are also subject to the possession limit, are permitted to pick up medicine for ill, homebound patients. II. Approved Qualifying Medical Conditions. In accordance with the Act, the following conditions are approved for prescription: Cancer, Glaucoma, HIV, AIDS, ALS, Crohn s Disease, Parkinson s Disease, Multiple Sclerosis, Epilepsy, Inflammatory Bowel Disease, Neuropathies, Huntington s Disease, Post-Traumatic Stress Disorder, Intractable Seizures, Sickle Cell Anemia, Sutism, damage to nervous tissue of the spinal cord with objective neurological indication of intractable spasticity, and severe chronic or intractable pain of neuropathic origin or severe chronic or intractable pain in which conventional therapeutic intervention and opiate therapy is contraindicated or ineffective. In the future, we hope more medical conditions will be approved. Please note that we will monitor the Advisory Board for further developments, and there is presently a Universal Declaration of Human Rights for Medical Access to Cannabis and Cannabinoids as a human right (the Declaration ). The Declaration states that every medical doctor has the right to treat his patients with cannabinoids and cannabis based medicines according to the rules of good medical care and every patient has the right to access marijuana and marijuana-based medicines for medical treatment supervised by a medical doctor, regardless of social status,

332 standard of living, or financial means. As such, you are a part of an exciting journey as we learn more and more from knowledgeable experts, scientists, doctors, researchers, and patients. III. How Marijuana Works. When consumed via inhalation or ingestion, THC and other cannabinoids attach to two types of cell receptors in your body: CB1 and CB2. CB1 receptors are found mainly in your brain, especially in areas that control body movements, memory, and vomiting. This explains why marijuana use affects balance and coordination, may impair some short term memory and learning, and its utility in treating nausea, pain and loss of appetite. CB2, the other receptor, is found in small numbers elsewhere in your body, mainly located in the immune system, such as your spleen and your lymph nodes. The functions of these receptors are not well understood, which helps to explain the possibility that marijuana can assist in the treatment of cancer. After inhaling marijuana, its ingredients reach their peak levels in your body in minutes and can last up to an hour and a half. When the plant is consumed whole or mixed with food, the ingredients can take several hours to reach their peak levels in your body, and their effects may last for hours. The body must process the marijuana and digest it for it to take full effect. Marijuana was used for pain relief in the 1800s, and several studies have found that cannabinoids have an analgesic effect. Medical marijuana has never had a fatal side effect. It is recognized for its therapeutic value by the National Institute of Health, and the American Medical Association seeking additional research of medical marijuana and cannabinoids in the treatment of certain diseases. We have advised your Practitioner as to the various strains of marijuana and numerous methods of administration, as well as the effects of a cannabinoid regime to aide with appropriate counseling on the multiple options available to you. You will become familiar with the different names and strains and how each will effect and treat your

333 medical condition. We want you to know and understand your medicine. The dispensary and its consultants are here to help, educate and monitor your cannabinoid regime. IV. Cannabis Sativa vs. Cannabis Indica. Marijuana has two different sub-species: Cannabis Indica and Cannabis Sativa. Crossbreeding of the two types has led to a wide variety of hybrid strains. Scientists debate the differences between these strains, however, most agree they are distinct in a number of ways. Besides appearance, they are commonly believed to have different effects on different users. Sativa is known to have an uplifting and energetic effect, accompanied by a cerebral or hallucinogenic feeling. It is best suited for use during the day time. Indica provides a more relaxing and calming sensation, and a skeletal euphoria. It is best suited for night use. Remember, education is the first step for medical marijuana patients. Your physician and our staff will help you with your concerns. The safety record of marijuana is remarkable and providing a distinct advantage as used for medical purposes. There is no known case of a lethal overdose and is far less addictive, and far less subject to abuse. The only chief legitimate concern is the effect on the lungs due to the tars marijuana carries, which has largely been addressed by the advent of vaporizing devices. Please, once again, ask questions and know your medications! We are here for you!

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345 Occupation: Professor Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Deven Middle Name: Alexander Last Name: Amin Suffix: Occupation: Student Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Jeremy Middle Name: Last Name: Rose Suffix: Occupation: CPA/Consultant Title in the applicant s business: Principal DOH REDACTED

346 DOH REDACTED. Name and Residential Address First Name: Mark Middle Name: Last Name: Waldman Suffix: Occupation: Business Owner Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Judith Middle Name: Last Name: Waldman Suffix: Occupation: Business Owner Title in the applicant s business: Principal DOH REDACTED

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348 First Name: Scarlett Middle Name: Last Name: Waldman Suffix: Occupation: Title in the applicant s business: Principal DOH R DOH REDACTED Name and Residential Address First Name: Daisy Middle Name: Last Name: Okelana Suffix: Occupation: Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Bhamini Middle Name: Devendra Last Name: Amin Suffix: Occupation: Office Manager Title in the applicant s business: Principal

349 DOH REDACTED Name and Residential Address First Name: Sean Middle Name: Last Name: Boyle Suffix: Occupation: Construction Title in the applicant s business: Principal DOH REDACTED First Name: Kenneth Middle Name: Robert Last Name: Duerholz Suffix: Occupation: Construction Manager Title in the applicant s business: Principal DOH REDACTED

350 DOH REDACTED Name and Residential Address First Name: Conrad Middle Name: James John Last Name: Radcliffe Suffix: Occupation: Attorney Title in the applicant s business: Principal DOH REDACTED First Name: Richard Middle Name: Last Name: Bonnano Suffix: Occupation: Investor Title in the applicant s business: Principal DOH REDACTED

351 % Name and Residential Address First Name: David Middle Name: Blake Last Name: Boger Suffix: Occupation: Vice President Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: David Middle Name: Last Name: Gill Suffix: Occupation: President/CEO Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Dino Middle Name: Pat Last Name: Cantelmi Suffix:

352 Occupation: Funeral Home Operator Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Michael Middle Name: Joseph Last Name: Caruso Suffix: Occupation: Consultant Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Winston Middle Name: John Last Name: Churchill Suffix: Occupation: Lawyer/Investor Title in the applicant s business: Principal DOH REDACTED

353 DOH REDACTED Name and Residential Address First Name: John Middle Name: Justin Last Name: Churchill Suffix: Occupation: Investor Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Thomas Middle Name: George Last Name: Rebar Suffix: Occupation: Investment Management Title in the applicant s business: Principal DOH REDACTED Stock type or Number Date Acquired: Percentage of Terms, Conditions, rights

354 DOH REDACTED Name and Residential Address First Name: Wayne Middle Name: Last Name: Weisman Suffix: Occupation: Investment Management Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: David Middle Name: Jeffrey Last Name: Herman Suffix: Occupation: Owner Title in the applicant s business: Principal DOH REDACTED Name and Residential Address

355 First Name: Mark Middle Name: Last Name: Dye Suffix: Occupation: Retired Title in the applicant s business: Principal DOH REDACTED. Name and Residential Address First Name: Dan Middle Name: Edward Last Name: Wagner Suffix: Occupation: Financial Advisor Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Theodore Middle Name: Last Name: Eichenlaub Suffix: Occupation: Self Employed Title in the applicant s business: Principal DOH REDACTED

356 DOH REDACTED Name and Residential Address First Name: John Middle Name: Burk Last Name: Callahan Suffix: Occupation: Director of Business Development Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Eric Middle Name: Anthony Last Name: Augello Suffix: Occupation: Supervisor Title in the applicant s business: Principal DOH REDACTED

357 DOH REDACTED Name and Residential Address First Name: Mark Middle Name: Joseph Last Name: Augello Suffix: Occupation: Chiropractor Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Ethan Middle Name: Last Name: Fischbein Suffix: Occupation: Entrepreneur Title in the applicant s business: Principal DOH REDACTED Name and Residential Address

358 First Name: Buckley Middle Name: Last Name: Waldman Suffix: Occupation: Human Resourses Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Casey Middle Name: Last Name: Starr Suffix: Occupation: Homemaker Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Jack Middle Name: Last Name: Waldman Suffix: Occupation: Attorney DOH REDACTED Title in the applicant s business: Principal

359 DOH REDACTED Name and Residential Address First Name: Samantha Middle Name: Seidel Last Name: Waldman Suffix: Occupation: Preschool Teacher Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Paul Middle Name: Anthony Last Name: Galiano Suffix: Jr. Occupation: Real Estate Title in the applicant s business: Principal DOH REDACTED

360 DOH REDACTED Name and Residential Address First Name: Noreen Middle Name: Ann Last Name: Galiano Suffix: Occupation: Homemaker Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Scott Middle Name: Matthew Last Name: Gayner Suffix: Occupation: Physician Title in the applicant s business: Principal DOH REDACTED Name and Residential Address

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363 DOH REDACTED Name and Residential Address First Name: John Middle Name: James Last Name: McGeehan Suffix: Occupation: Construction Title in the applicant s business: Principal DOH REDACTED First Name: James Middle Name: Last Name: Molinaro Suffix: Occupation: Sales Title in the applicant s business: Principal DOH REDACTED Name and Residential Address

364 First Name: Ellen Middle Name: Last Name: Odenthal- Neubauer Suffix: Occupation: Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: John Middle Name: Last Name: DiMarco Suffix: Occupation: Manager Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: John Middle Name: Last Name: Huber Suffix: III Occupation: CPA DOH REDACTED Title in the applicant s business: Principal

365 DOH REDACTED Name and Residential Address First Name: Donna Middle Name: Last Name: Pugliese Suffix: Occupation: Homemaker Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: John Middle Name: Last Name: Mango Suffix: Occupation: CPA Title in the applicant s business: Principal DOH REDACTED

366 DOH REDACTED Name and Residential Address First Name: Nicholas Middle Name: Matthew Last Name: Burdi Suffix: Occupation: Chief Operating Officer Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Christian Middle Name: Michael Last Name: Perrucci Suffix: Occupation: Attorney Title in the applicant s business: Principal DOH REDACTED Name and Residential Address

367 First Name: David Middle Name: Delane Last Name: Salsido Suffix: Occupation: Executive Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Paul Middle Name: Julius Last Name: Sanson Suffix: Occupation: Business Owner Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: James Middle Name: Last Name: Zellner Suffix: III Occupation: Business Owner DOH REDACTED Title in the applicant s business: Principal

368 DOH REDACTED Name and Residential Address First Name: Michael Middle Name: Last Name: Sollott Suffix: Occupation: Investment Manager Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: John Middle Name: James Last Name: Tallarico Suffix: Jr. Occupation: Real Estate Developer Title in the applicant s business: Principal DOH REDACTED

369 Stock type or class: C Number of shares held:.6666 Date Acquired: 03/10/2017 Percentage of outstanding voting stock:.6666% Terms, Conditions, rights and privileges: S DOH RED CTE Name and Residential Address First Name: Charles Middle Name: Michael Last Name: Tuskes Suffix: Occupation: Home Builder Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: John Middle Name: Last Name: Wagner Suffix: Occupation: President Title in the applicant s business: Principal DOH REDACTED Name and Residential Address

370 First Name: Christine Middle Name: Last Name: Wagner Suffix: Occupation: Treasurer Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Brian Middle Name: Forrest Last Name: Yarsevich Suffix: Occupation: Retired Title in the applicant s business: Principal DOH REDACTED Name and Residential Address First Name: Valerie Middle Name: Last Name: Rich Suffix: Occupation: Homemaker DOH REDACTED Title in the applicant s business: Principal

371 DOH REDACTED Name and Residential Address First Name: Abraham Middle Name: Last Name: Zegeye Suffix: Occupation: Self Employed Title in the applicant s business: Principal DOH REDACTED

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381 CURRICULUM VITAE PHILIP SUNG HAN KIM, MD Education: 1987 BA Vassar College, Poughkeepsie, New York 1992 MD Loyola University Chicago Stritch School of Medicine, Chicago, Illinois Postgraduate Training and Fellowship Appointments: Internal Medicine Internship, Loyola University Hospital, Chicago, Illinois Anesthesiology Residency, Hospital of University of Pennsylvania, Philadelphia, Pennsylvania Pain Fellowship, Hospital of University of Pennsylvania, Philadelphia, Pennsylvania 2014 Anti-aging and Regenerative Medicine Fellowship.and Board certified A4M Functional Medicine master at University of South Florida pending Faculty Appointment: 5/ current Medical Director Center for Interventional Pain Spine, LLC 1/2006 to 2010 Medical Director, Surgery Center of the Main Line 4/2002 to 2010 Medical Director, Center for Pain Medicine, P.C. and St. Francis Pain Center 1/00-April 2002 Assistant Professor of Anesthesia and Pain Medicine, Department of Anesthesia, University of Pennsylvania Health System 1/1/99-12/31/99 Instructor of Anesthesia and Pain Medicine, Department of Anesthesia, University of Pennsylvania Health System Related Experience: Laboratory Intern Comparative Anatomy and Physiology Laboratory, Biology Department, Vassar College, ( ) Laboratory Assistant Histology Laboratory, Vassar Brothers Hospital (Spring of 1985) Nurse Assistant Adult Cancer and intensive Care Unit, National Institute of Health Center (Summer of )

382 Philip S. Kim, MD Page 2 Research Experience: Research Assistant Laboratory of Biochemistry, National Institute of Mental Health Role of quinolinic acid in dementia, infection, and AIDS ( ) Research Assistant Laboratory of Neuropsychology, National Institute of Mental Health Assisted in monkey neurosurgery (Summer of 1986) Independent Research Laboratory of Biology, Vassar College Chemoreceptors in leeches ( ) Specialty Certification: 1999 American Board of Anesthesiology 2000 Pain Medicine 2010 Pain Medicine Recertification 2014 Anti-aging and Regenerative Medicine Licensure: Pennsylvania and Delaware Awards: Nominated and Selected for "Americas Top Anesthesiologists 2006, 2007,2009, " by Consumers Research Council of America Best Doctors as Chosen By Their Peers: Outstanding Physician in Pain Medicine by Delaware Valley Consumers' Checkbook 2007 Top Doctor 2015, 2016 by Castle Connelly in Delaware and Philadelphia. Memberships in Professional and Scientific Societies: International Societies: International Spinal Injection Society International Association for the Study of Pain Anti-aging and Regenerative Medicine National and Regional Societies: American Society of Regional Anesthesia and Pain Medicine American Society of Anesthesiologists North American Spine Society American Medical Association Medical Society of Delaware Academic and Scientific Committees: Member, ASA Sub-committee on Pain Member, Pennsylvania Cancer Initiative Director, Presbyterian Medical Center Pain Committee

383 Philip S. Kim, MD Page present Member, Delaware Cancer Initiative 9/2007 -present Board of Directors, State of Delaware Controlled Substances 2010 AAPM 2011 Annual Meeting Committee present Medical Representative for Controlled Substance Committee Delaware 2011 Prescription Drug Action Committee for Delaware: Subcommittee chair for Access Socioeconomic and Political Action Committee for Neuromodulation Society. Editorial Positions Guest Editor, Regional Anesthesia and Pain Medicine Reviewer, Clinical Journal of Pain Reviewer, Oral and Maxillofacial Surgery 2006 Principles and Practices of Palliative Care and Supportive Oncology, Third Edition, Section I, Part A, Chapter 7; Neurosurgical Interventional Approaches to Pain, Andrew Mannes, Philip S. Kim, and Russell L. Lonser 2007 Reviewer, Journal of Neuromodulation 2009 Reviewer, Clinical Journal of Pain 2011 Volume Editor, Diagnosis, Management, and Treatment of Discogenic Pain 2011 Reviewer, Clinical Journal of Anesthesia 2013 Associate Editor for Comprehensive Treatment of Chronic Pain by Medical, Interventional, and Integrative Approaches. Major Teaching and Clinical Responsibilities: Pain Management Core Didactic Lecture Series Attending rounds on in-house Pain Consultation Service Chronic Pain Clinic Medical student lectures Lectures by Invitation: April 1, 1997 May 4, 1998 August 4, 1998 August 5, 1998 August 8, 1998 November 18, 1998 December 3, 1998 Preoperative Pain Management, Surgical Grand Rounds, Lankanau Hospital, Lankanau, Pennsylvania Pain Management, WHYY Radiotime, Philadelphia, Pennsylvania Neurostimulation: Patient Selection and Trial Screening, ASRA Symposium on Implantable Therapies, Boston, Massachusetts Efficacy and Outcome of Intraspinal Analgesia, ASRA Symposium on Implantable Therapies, Boston, Massachusetts Implantable Technology, ASRA Comprehensive Review of Pain Management, Boston, Massachusetts Pharmacology of Pain, St. Agnes Hospital, Pain Management Symposium, Philadelphia, Pennsylvania Urogenital Pain Syndromes, Urology Grand Rounds, Hospital of the University of Pennsylvania, Philadelphia, Pennsylvania

384 Philip S. Kim, MD Page 4 February 19, 1999 May 8, 1999 May 9, 1999 October 16, 1999 October 24, 1999 November 18-22, 1999 February 4-6, 2000 March 3-5, 2000 March 8, 2000 March 11, 2000 March 29-30, 2000 April 5, 2000 April 26, 2000 May 8, 2000 May 9, 2000 Pharmacology of Chronic Pain, Oral Medicine Grand Rounds, Hospital of the University of Pennsylvania, Philadelphia, Pennsylvania Pain Management, Reconstructive and Orthopedic Symposium, Pennsylvania Hospital, Philadelphia, Pennsylvania New Medication for Chronic Intrathecal Delivery, ASRA Annual Meeting, Philadelphia, Pennsylvania Implantable Pumps and Stimulators for RSD RSDSA Conference sponsored by Medtronic, Atlantic City, New Jersey Chronic Pain Senior Sunday, Presbyterian Medical Center, Medical Center, Philadelphia, Pennsylvania Cryoanalgesia, Implantable Pumps: Patient Selection, Novel Analgesics for Neuraxial Delivery ; Workshop Instructor for Cryoanalgesia, Implantable Pumps, Stimulators and Myeloscopy, ASRA Comprehensive Review of Pain Management, New Orleans, Louisiana Instructor at: Advanced Interventional Pain Course: Discography/Thermal Modulation, Cryoneuroablation, and Epidural Endoscopy, Sponsored by Naval Medical Center, and Univ. of California, San Diego, San Diego, California Invited Member, GenQuest Anesthesiology Advisory Board, San Antonio, Texas Conscious Sedation, Lecture to Nurse Practitioner Students, Hospital of the University of Pennsylvania, Philadelphia, Pennsylvania Acute Pain Management, Neurosurgery Grand Rounds, Hospital of the University of Pennsylvania, Philadelphia, Pennsylvania Efficacy and Outcome, New Medications for Neuraxial Delivery, Neurostimulation: Patient Selection and Trial Screening, American Society of Regional Anesthesia and Pain Management Annual Meeting, Orlando, Florida Acute Pain Management, Lecture to Surgical Interns, Presbyterian Medical Center, Philadelphia, Pennsylvania Cancer Pain, UPMC Pain Management and Oncology Department Case Presentations on Management of Malignant Pain, Janssen Pharmaceutical, Philadelphia, Pennsylvania Pharmacology of Pain Management: NSAIDs, Merck Pharmaceuticals Dinner Lecture, Philadelphia, Pennsylvania Lumbar Puncture and Post Lumbar Puncture Headache, Emergency Medicine, Hospital of the University of Pennsylvania, Philadelphia, Pennsylvania

385 Philip S. Kim, MD Page 5 June 1-3, 2000 July 21, 2000 August 10-13, 2000 August 17, 2000 October 24, 2000 November 3, 2000 November 9, 2000 December 21, 2000 January 4, 2001 January 14, 2001 January 31, 2001 February 1-4, 2001 February 6, 2001 February 20, 2001 February 26, 2001 February 28, 2001 Radiation Safety and Course Director for Discography, IDET and Cryoneuroablation, 2 nd Annual Comprehensive Interventional Pain Management Course, sponsored by The Dept. of Anesthesiology, The Uniformed Services, University of the Health Sciences and Anesthesia & Operative Service, Walter Reed Army Medical Center, Washington, DC Acute Pain Management Medical Student Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA Cryoanalgesia, Spinal Cord Stimulation and IDDS Workshop Director and Instructor, 7 th Annual Comprehensive Review of Pain Management, American Society of Regional Anesthesia and Pain Medicine, Key West, FL Principles of Chronic Pain, Medical Student Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA Pain Management at SHS, Student Health Service Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA Acute Pain Management, Medical Student Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA Interventional Pain Medicine, Anesthesia Grand Rounds, Hospital of the University of Pennsylvania, Philadelphia, PA Regional Blocks, Medical Student Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA Pain Management, Grand Rounds, Department of Orthopedics, Hospital of the University of Pennsylvania, Philadelphia, PA Pain Management as it Relates to Ostomy, Philadelphia Ostomy Association, Philadelphia, PA Conscious Sedation, Nursing Student Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA Radiation Safety, and Instructor for IDET, Cryoneuroablation, Discography, Epidural Endoscopy, 3rd Annual Interventional Pain Management Course, Dept. of Anesthesiology, Naval Medical Center, San Diego, CA Advanced Pain Therapies, Roswell Park Cancer Center, Buffalo, NY "Intrathecal Drug Delivery - Patient and Drug Selection", Medtronic Neurological, Scranton, PA Acute Pain Management, Medical Student Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA "Non-steroidal Pain Management", Merck Pharmaceuticals, Philadelphia, PA

386 Philip S. Kim, MD Page 6 March 8, 2001 March 10, 2001 March 14, 2001 March 26, 2001 April 6, 2001 April 12, 2001 April 17, 2001 April 20, 2001 April 27, 2001 April 27, 2001 May 19, 2001 July 20, 2001 July 23, 2001 August 2-5, 2001 August 16, 2001 September 27, 2001 Pain Medicine for Medical Students, Medical Student Lecture, Department of Anesthesia, Hospital of the University of Pennsylvania, Philadelphia, PA Pain Management, What s New in Joint Reconstruction and Musculoskeletal Medicine for the Primary Care and Family Medicine Practitioner, Hospital of the University of Pennsylvania, Philadelphia, PA Cancer Pain, Medical Student Lecture, Rehabilitation Medicine, Hospital of the University of Pennsylvania, Philadelphia, PA "Interventions for the Treatment of Malignant Pain", Medtronic Neurological, Abbottstown, PA Anti-coagulation and Neuraxial Blockade, Grand Rounds, Department of Anesthesia, Reading Hospital, Reading, PA "Pharmacology of Chronic Pain", Janssen Pharmaceuticals, Philadelphia, PA Spinal Cord Stimulation and Pumps, Medtronic Neurological, Bryn Mawr, PA "Acute Pain", Medical Student Lecture, Department of Anesthesia, Hospital of the University of Pennsylvania, Philadelphia, PA "Intrathecal Drug Delivery for Cancer Pain", Medtronic Neurological, Philadelphia, PA "Pain Management: Systemic and Interventional Approaches" Workshop, Rehabilitation and Symptom Control in Head and Neck Cancer: Preserving Quality of Life Across the Disease Continuum, University of Pennsylvania Cancer Center, Philadelphia, PA "The Pharmacology of Chronic Pain", Delaware County Memorial Hospital Grand Rounds, Drexel Hill, PA "Acute Pain", Medical Student Lecture, Department of Anesthesia, Hospital of the University of Pennsylvania, Philadelphia, PA "Nerve Blocks", Medical Student Lecture, Department of Anesthesia, Hospital of the University of Pennsylvania, Philadelphia, PA "Radiofrequency", "New Techniques (IDET, Vertebroplasty, Pulsed RF)", "Radiation Safety", 8 th Annual ASRA Comprehensive Review of Pain Management, Newport Beach, CA "Acute Pain: PCA", Medical Student Lecture, Department of Orthopedics, Hospital of the University of Pennsylvania, Philadelphia, PA "Acute Pain Management for the Physical Therapist", Occupational Therapy/Physical Therapy, University of Pennsylvania, Philadelphia, PA

387 Philip S. Kim, MD Page 7 October 4, 2001 November 9, 2001 November 16, 2001 November 29, 2001 November 30, 2001 December 8, 2001 December 10, 2001 December 20, 2001 January 24, 2002 January 29, 2002 March 2, 2002 March 5, 2002 April 5, 2002 April 17,2002 April 26,2002 November 22,2002 August 20, 2003 October 11-15,2003 "Pain in Urology", Urology Grand Rounds, University of Pennsylvania, Philadelphia, PA "New Developments in Neuromodulation: Spinal Cord Stimulation and Intrathecal Drug Delivery", Medtronic Neurological, Aberdeen, SD "Chronic Pain", Medical Student Lecture, Department of Surgery, Hospital of the University of Pennsylvania, Philadelphia, PA "Case Studies in the Management of Acute Pain in Adults", Merck Lecture, Philadelphia, PA "Advanced Pain Therapies for Cancer Pain", Palliative Care Lecture, University of Pennsylvania Home Care and Hospice, Philadelphia, PA "Advances in Intrathecal Therapy", Medtronic Neurological, Warren, OH "Intrathecal Infusion Pumps", 55 th Postgraduate Assembly, New York City, NY "Reflex Sympathetic Dystrophy", Medtronic Neurological, Tampa, FL "Chronic Pain Management for the Physical Therapist", OT/PT Lecture, Hospital of the University of Pennsylvania, Philadelphia, PA "Pain Management: Chronic Pain", Family Practice, Presbyterian Medical Center, Philadelphia, PA "Pain Medicine", Third Annual Musculoskeletal Medicine for Primary Care and Family Medicine Practitioners, sponsored by University of Pennsylvania, Mt. Laurel, NJ "Current Issues in Pain Management", Penn Therapy and Fitness, University of Pennsylvania, Philadelphia, PA "Interventional Pain Therapies and Preemptive Approaches to Cancer Pain, PCPI Annual Conference, Harrisburg, PA. Basic Mechanisms of Pain, Oral Medicine and Dental Students, Levy Research Building, Philadelphia, PA Safety & Efficacy of Opiates in Pain Management, ASRA Nucleoplasty, L4/5 Disc Bulge: Back Pain and Mild Sciatica, The Fourteenth Pan-Philadelphia Neurosurgery Conference, University of Pennsylvania, Jefferson Medical College, Temple University, Philadelphia, PA "Chronic Pain", Lecture to Residents, St. Francis Hospital, Wilmington, DE "Spinal Cord Stimulation", Cadaver Workshop, Instructor, American Society of Anesthesiologists, San Francisco, CA

388 Philip S. Kim, MD Page 8 October 23, 2003 November 13, 2003 January 15, 2004 February 6-8, 2004 April 21, 2004 April 27, 2004 May 13, 2004 May 21-23,2004 May 27, 2004 June 10, 2004 June 11, 2004 June 18, 2004 June 26, 2004 September 10, 2004 September 29,2004 October 16 & 17,2004 October 22-27,2004 December 2, 2004 "Pain Medicine" Lecture to Student Nurse Anesthetist, Villanova University, Villanova, PA "Chronic Pain", Lecture, Pfizer, Woodcliff, NJ "Peripheral Stimulators and Pumps", Lecture to Anesthesiologists, Connecticut Pain Society, New Haven, CT "Radiation Safety", Lecture, Clinical Coordinator, 5 th Annual Interventional Pain Management Course, Naval Medical Center of San Diego, CA "Basic Mechanisms of Pain", Lecture to Oral Medicine Students, University of Pennsylvania, Philadelphia, PA "Pain and Safety in an Outpatient Setting", Lecture to Physician Specialists, Bryn Mawr Hospital, Bryn Mawr, PA "Pain Management in Cumulative Trauma Disorders of the Extremities Upper and Lower, 2 nd Annual Case Management Seminar, St.Francis Hospital, Wilmington, DE "Clinical Value of Programmable Pumps", Medtronic Neurological National Meeting, Chicago, ILL "Multidisciplinary Approach to Pain", Panel, Pain and Palliative Care Conference 2004, Newark, DE "Interventional Pain Management", Pain Management Conference Fox Chase Cancer Center, Philadelphia, PA "Selective Peripheral or Plexus Infusion", Blaustein Pain Grand Rounds Department of Neurosurgery, John Hopkins Hospital, Baltimore, MD "Interventional Pain Therapies", Pennypacker Auditorium, Bryn Mawr Hospital, Bryn Mawr, PA "Theory and Technique", Programmability and Implantables, Colorado Springs, CO "DISC" Nucleoplasty with Perc-DC Spine Wand" Training Course Taught by Drs. Philip S. Kim & Anil Sharma, ASIPP Annual Meeting, Arlington, VA "Interventional Pain Medicine", Nurse Lecture, Bryn Mawr Hospital, Bryn Mawr, PA "Nucleoplasty Training Course", Instructor, Bethesda, MD "Spinal Cord Stimulation Cadaver Workshop" and "Inthrathecal Pumps-Cadaver Workshop", Instructor and Lecturer, ASA 2004 Annual Meeting, LasVegas, NV "Pain Management Intervention", Medical, Radiological, Surgical Oncology at Christiana Hospital, Wilmington, DE

389 Philip S. Kim, MD Page 9 February 4-6, 2005 March 5, 2005 March 16, 2005 April 13, 2005 May 2, 2005 June 25, 2005 June 28, 2005 June 30, 2005 August 16, 2005 September 22, 2005 October 7, 2005 October October 25, 2005 November 3, 2005 November 4-5, 2005 November 9, 2005 November 16, 2005 "Nucleoplasty", 6th Annual Interventional Pain Management Course, Naval Medical Center of San Diego, CA "Therapy Decision Framework and Outcomes - Selecting Patients for Spinal Cord Stimulation and Drug Delivery" Faculty for Northeast Region Theory and Technique Workshop; Boca Raton, FL "Interventional Pain Medicine" Lecture to Medical Staff at Pottstown Memorial Medical Center, Pottstown, PA "Basic Mechanisms of Pain" Lecture to Oral Medical Students, University of Pennsylvania, Philadelphia, PA "Principals of Interventional Pain Therapies" Lecture to Medical Staff, Lower Bucks Hospital, Washington Crossing, PA "Lumbar Nucleoplasty", Instructor, St.Peter's Hospital, New Brunswick, New Jersey "Cervical Nucleoplasty" Instructor, St. Peter's Hospital, New Brunswick, New Jersey "Interventional Pain Management", Lecture to Medical Staff, Fourth Annual Pain Seminar, Bryn Mawr Hospital, Bryn Mawr, PA "What is New in Chronic Pain Management and Inthrathecal Pumps", DSIPP(DE Society of Interventional Pain Physicians)Meeting, Hockessin, DE "Pain Management", Resident Core Lecture, Christiana Hospital, Newark, DE "A New Inthrathecal Approach to Severe Chronic Pain Management" Physician Roundtable Discussion, Philadelphia, PA "Inthrathecal Implanted Pump Therapy", Faculty for Pain Resource Nurse Program, Philadelphia, PA "Spinal Cord Stimulation Cadaver Workshop" and "Inthrathecal Pumps-Cadaver Workshop", Instructor and Lecturer, ASA 2005 Annual Meeting, Atlanta, GA "New Therapies for Neuropathic Pain", Rooftop Lunch Lecture Series at Bryn Mawr Hospital, Bryn Mawr, PA "New Therapies for Neuropathic Pain" Grand Rounds Lecture at Bryn Mawr Hospital, Pennypacker Auditorium, Bryn Mawr, PA PrialtAdvisory Board Meeting, Guest Faculty and Moderator, Philadelphia, PA New Treatment, Drugs and Inthratecal Pumps", University of Pittsburgh, Oncology Physicians, Roundtable Discussion., Pittsburgh, PA " Pain Management", Advanced Medical Surgical Conference, Bryn Mawr Hospital, Bryn Mawr, PA

390 Philip S. Kim, MD Page 10 November 16, 2005 December 1, 2005 January 21, 2006 February 24-25,2006 March 1, 2006 March 10-11, 2006 March 30, 2006 May 3, 2006 May 17, 2006 May 24, 2006 June 14, 2006 August 18-19, 2006 September 16-17,2006 October 14-18, 2006 October 15, 2006 October 17, 2006 November 15, 2006 "Back Pain: Causes and Treatment, Surgical and Non Surgical" with James Kenning, MD, Neurosurgeon, MLH, Bryn Mawr Hospital, Bryn Mawr, PA "Interventional Cancer Pain Manangement", DSCO Delaware Society of Clinical Oncologists, Concordville, PA "Pain and Its Relief", Basic Concepts in Urology Lecture Series, Philadelphia, PA "Current Role of Inthrathecal Agents in Management of Severe Pain",4 th Annual Future of Supportive Therapy in Oncology: An International Congress, Dallas TX "Inthrathecal Agents in Chronic Pain Management", Physician Roundtable Discussion, Hartford, CT "The Changing Landscape Of Neuromodulation", Pump vs. Stimulator, Physician Roundtable, New York City, NY "What is New in Pain Treatment", Total Care Physicians P.A., Wilmington, DE "Pain Medicine: Basic Mechanisms of Pain", Department of Oral Medicine, University of Pennsylvania, Philadelphia, PA "New Intrathecal Approach to Severe Chronic Pain Management", Physician Dinner Discussion, Roanoke, VA "Intrathecal Approaches to Managing Chronic Pain" Physician Group Discussion, Newport News, VA "Intrathecal Pain Management Approaches" Physician Group, Washington, DC "Challenging Cases in Pain Management", Curriculum for Life, Faculty San Francisco, CA "Theory and Technique - Implantable Pain Therapies", Faculty Outcomes for Neurostimulation and Drug Delivery Systems, lecture Intrathecal Drug Delivery System Lab Catheter Placement/Pump Implant, Minneapolis, MN "Minimally Invasive Spinal Technique", Basic Science Review Program, American Society of Anesthesiologist, Chicago, IL "Peripheral Nerve Stimulation" presentor, ASA cadaver workshop, Chicago, IL "Prialt Case Presentation" moderator, physician discussion, Chicago, IL "Technical Considerations for Implantation", faculty, ASRA Fellows Cadaver Workshop, ASA Annual Meeting, San Francisco, CA

391 Philip S. Kim, MD Page 11 November 16, 2006 December 7, 2006 February 10-11, 2007 February 22, 2007 April 11, 2007 September 6, 2007 September 28-29, 2007 October 13-17, 2007 November 7-8, 2007 November 15-17, 2007 January 22-23, 2008 January 26, 2008 March 12-13, 2008 March 24, 2008 April 18-20, 2008 May 29, 2008 June 27, 2008 "Non opioid, Intrathecal Pain Management: An Interactive Case-based Approach", ASRA Meeting, San Francisco, CA "TTP or 3 Column Electrode Array", physician roundtable discussion, Las Vegas, NV "Outcomes for Neurostimulation and Drug Delivery Systems", Theory and Technique, faculty, Chicago, IL "Pain Medicine and Treatment of Injuries" - Annual Meeting of the Case Managers Society of America (CMSA) DE Wilmington, DE "Pain Management - Status post hip,knee and compression fractures", Orthopaedic Nursing, Bryn Mawr Hospital, Bryn Mawr, PA Minimally Invasive Treatment for Discogenic Disease and Cervicogenic Headache, Grand Rounds at Bryn Mawr Hospital, Bryn Mawr, PA The Role of Intraspinal Drug Delivery for Management of Chronic Pain, Faculty, American Academy of Physical Medicine and Rehabilitaion, Boston, MA Minimally Invasive Surgery Techniques for Disc Pain: Surgery Without the Knife, ASA (American Society of Anesthesiologists) Faculty and Instructor, San Francisco, CA Transverse Tripole Clinical Outcomes physician roundtable discussion, Washington, DC Cervical Medial Branch, Discography/IDET/Nucleoplasty, Peripheral/Central Stimulators, Faculty, American Society of Regional Anesthesia and Pain Medicine (ASRA) 2007 Annual Meeting and Workshops, Boca Raton, FL The Science of Transverse Tripole faculty, Buffalo, NY The Science of Transverse Tripole explaining the rationale for advanced pain control techniques in chronic pain manangement and clinical data supporting Transverse Tripole, lecturer, Pittsburgh,PA Transverse Tripole Techniques, faculty, St.Louis MN Theory and Technique Workshop cadaver workshop instructor, Implantable Pain Therapies, Minneapolis, MN Implantable Pain Therapies Workshop Cadaver instructor, Little Rock, Arkansas Pain Assessment and Management for Home Care Patients In-service St.Francis Hospital Homecare to practitioners and nurses, Wilmington, DE Interventional Pain Procedures Lecture, The Seventh Annual Pain Seminar at Pennypacker Auditorium at Bryn Mawr Hospital, Bryn Mawr, PA

392 Philip S. Kim, MD Page 12 August 8-9, 2008 August 23-24, 2008 Complex Pain Matching Therapy to Patients Cadaver instructor and lecture, Minneapolis, MN Outcomes for Neurostimulation and Drug Delivery Systems and Trialing and Implant Techniques for Inthratecal Analgesic Therapy Lectures, faculty, Boston Fellows Program, Boston, MA September 13, 2008 October 18-20, 2008 October 28, 2008 November 14-15, 2008 Pain Stimulation Therapy Applied Research and Technology ARTAB meeting, faculty, Minneapolis, MN Difficult Cases in Spine Related Pain Syndromes lecture, Clinical Forum, and Cadaver Stimulator Placements faculty, ASA Annual Meeting, Orlando, FLA Physiology of Pain and the Impact of Neuropathic Pain Syndromes Clinical lecture, Bryn Mawr Hospital at Mainline Health System, Bryn Mawr, PA Theory and Technique Workshop: Trial and Manage program, faculty and cadaver instructor, Vista Labs, Baltimore, MD November 19, 2008 November 20-23, 2008 January 16-17, 2008 January 24-25, 2008 May 16-17, 2009 May 27, 2009 June 3, 2009 June 12-13, 2009 Ziconotide and Clinical Update on IT Therapies physician meeting, Passadena, CA Spinal Cord Stimulation Special Sessions Workshop: Basic Mechanisms and Clinical Considerations Occipital, Supraorbital, Peripheral and Advanced Stimulation Techniques, lectures; faculty ASRA Annual Meeting, Huntington Beach, CA Challenging Cases faculty, didactic lecture, case study and review, roundtable discussion, South Carolina District Workshop, Charletston, SC Neurostimulation Trialing and Options and Implant Technique Theory and Technique Course, Lecture and Cadaver instructor, faculty for panel discussion, Memphis, TN Implantable Pain Therapies, Theory & Technique Meeting: Lecture: Neurostimulation Complications and Neurostimulation Lead Placement, Pocketing Cadaver Instructor and Intrathecal Drug Delivery Catheter Placement, Pocketing Cadaver Instructor, Minneapolis, MN Advancement in Interventional Pain Therapies, New Castle County Medical Society, University of Delaware, Wilmington, DE Compression Fractures, Grand Rounds at St.Francis Hospital, DuPont Auditorium, Wilmington, DE Complex Pain Patterns for Experienced Physicians Faculty. Tripole Stimulation and Process Study Results; Patient Selection Case Report. New Brunswick, N.J

393 Philip S. Kim, MD Page 13 August 22-23, 2009 October 17-20, 2009 October 24-25, 2009 November 5, 2009 November 13-15, 2009 November 19-22, 2009 February 14-15, 2010 February 18, 2010 February 18, 2010 February 2, 2011 July 16, 2011 October 20, 2012 March 14, 2013 April 26, 2013 April 26, 2013 Implantable Pain Therapies Faculty: Neurostimulation Complications. Cadaver instructor: Lead Placement and Pocketing, Baltimore, MD "Treatment of Compression Fractures by the Anesthesiologist: Kyphoplasty and Vertibrosplasty,Faculty; Advanced Intradiscal Procedures Lecturer, ASA Annual Meeting, New Orleans, LA Patient Selection and Outcomes for Neurostimulation and Drug Delivery Systems and Neurostimulation Lead Placement and Pocketing,Faculty and Instructor, Fellows Theory and Technique Program, Medtronic Physiological Research Lab, Min MN Treatment of Compression Fractures, Grand Rounds Lecture, St.Francis Hospital, Wilmington, DE Inthratecal Drug Delivery Catheter Placement, Pocketing, Instructor; And Patient Selection and Outcomes for Neurostimulation and Drug Delivery Systems, faculty; Fellows Theory and Technique Program, Denver, CO Spinal Cord Stimulation: Everything You Wanted to Know Special Workshop, Making a Choice of Spinal Cord Stimulation Without Industry Bias, Lecture; Troubleshooting Spinal Cord Stimulators, Moderator: Radiofrequency Workshop Leader, ASRA Annual Pain Medicine Meeting and Workshops, San Antonio, TX Ziconotide Patient Identification Advisory Board ; Faculty, Sofitel, Lisbon, Portugal Pain Management Overview and Newest Treatments, Lecture to Blue Cross of Delaware, nurse case managers, Wilmington, DE Chronic and Acute Pain, Lecture, Family Practice Residents, St. Francis Hospital, Wilmington, DE Advances in Neuromodulation, Medical Grand Rounds, Christiana Hospital, Newark, DE. Chronic Opioids and Interventional Pain Medicine, ACE North American Claims. Non-interventional Treatment Pharmacological Measures: Guidelines Outcomes, Cutting Edge Interventional Pain Care: Vertebral Augmentation, Decompressor, MILD, Do They work?, VCU Pain Management and Spine Meeting Advancement in Intrathecal Drug Delivery, VCU Pain Medicine Grand Rounds. Advancement in Intrathecal Drug Delivery, Geisinger Neurosurgery Grand Rounds. Interventional Pain Treatments for Chronic Pain. Christiana Pain Symposium in Newark, DE.

394 Philip S. Kim, MD Page 14 September 26, 2013 April 21, 2016 April 22, 2016 The Good, Bad, and Ugly: Opioids Grand Rounds in Medicine at Christiana Hospital. Advancements in Interventional Pain and Spine Treatments Grand Rounds in Medicine at Bryn Mawr Hospital. Interventional Pain and Integrative Medicine Main Line Health System Palliative Care Fellowship. Organizing Roles in Scientific Meetings: August 11-13, 2000 October 20-25, 2005 October 14-18, 2006 November 19-22, 2009 Director of Workshops, 7 th Annual Comprehensive Review of Pain Management, American Society of Regional Anesthesia and Pain Medicine, Key West, FL Planning Committee, ASA 2005 Annual Meeting, Georgia World Congress Center, Atlanta, GA Planning Committee: Cadaver Course, Faculty - ASA 2006 Annual Meeting, Chicago, IL Program Committee; ASRA 2009 Annual Pain Medicine Meeting and Workshops, San Antonio, TX Bibliography: Research Publications, peer reviewed: Heyes, MP, Kim, PS, Markey, SP: Systemic lipopolysaccharide and pokeweed mitogen increase quinolinic acid content of mouse cerebral cortex. J Neurochem 21(6): , Liu, ML, Kim, PS, Chen, CK, Smythe, R: Delayed Horner Syndrome as a complication of continuous thoracic Analgesia. J. Cardiothoracic and Vascular Anesthesia 12(2): , Kim, P, Ferrante, FM: Cryoanalgesia: A Novel Treatment for Hip Adductor Spasticity and Obturator Neuralgia. Anesthesiology 89: , 1998.

395 Philip S. Kim, MD Page 15 Meng, QC, Kramer, TH, Arthur, GR, Kim, P., Ferrante, FM: High-performance liquid chromatographic analysis of the 2-chloroprocaine metabolite, diethylaminoethanol, in blood and serum. Reg Anes and Pain Med 24(3): , Kim, P, Tobias, M: Acute pain medicine: Organizing an Acute Pain Medicine Service. Seminars in Anesthesia, Perioperative Medicine and Pain 18(2): , June, Kim, P, Tobias, M, Ferrante, FM.: Acute pain management of the surgical patient. Contemporary Surgery, 55(2), 84-95, Ferrante FM, King LF, Roche EA, Kim PS, Aranda M, DeLaney LR, Mardini IA, Mannes AJ: Radiofrequency sacroiliac joint denervation for sacroiliac syndrome. Reg Anes and Pain Med, 26(2): , Kim PS, Ferrante FM: Cryoneurolysis in a Pain Practice. Progress in Anesthesiology, 15(8): , April Kim, PS, Advanced Pain Management Techniques: An Overview of Neurostimulation, Medscape Neurology & Neurosurgery 6(1), 2004 c2004 Medscape. Abstracts: Kim, PS, Cheung, AT, Kaiser, LR, Berlin, JA, Ferrante, FM: Preoperative and intraoperative variables predictive of outcome after bilateral bullectomy. Anesthesiology 85(3A): September Kim, P, Cheung, A, Ferrante, FM: Analgesic, preoperative and intraoperative variables predictive of outcome after bilateral bullectomy. Regional Anesthesia 22 (2S) March-April Supplement: Kim, P, Kramer, T, Meng, QC, Arthur, GR, Ferrante, FM: The analgesic response to intravenous 2- chloroprocaine in the treatment of neuropathic pain. Anesthesiology 89(3A):A1150, Aranda M, Kim P, Cordek FC, Fischer JI, Fernandes S, Ferrante FM: Demographics and outcome of patient-controlled epidural analgesia in patients after thoracic surgery. Crit Care Med 27(12)S:A407, Aranda M, Kim, P, Kelley JG, Kelley ST, Ferrante FM: Post-thoracotomy patient controlled epidural analgesia: Should we get it right the first time? Poster presentation at the 2000 Annual Meeting of the American Society of Anesthesiologists, A-844, Kim, P: Peripheral nerve stimulation for treatment-trigeminal neuralgia and peripheral cranial neuropathies -Poster presentation at American Society of Regional Anesthesiology. Regional Anesthesia and Pain Medicine, A-39, Kim, P: Selective peripheral or plexus implantable infusion - Poster exhibit at 2004 Meeting of American Society of Regional Anesthesiologist, Regional Anesthesia and Pain Medicine, A-38, Philip Kim, Claudio Palma, Andrew Seltzer, James Lin, F.Michael Ferrante: Econometric Analysis of the Added Value of Programmability for Intrathecal Drug Delivery Systems. Anesthesiology 2005:103:A954 Kim,Philip S. A Patient Treated With Intrathecal Ziconotide for Metastatic Colorectal Cancer Pain, Case Studies in Oncology, September 2006, Vol.8, No 2. Kim, Philip S. Clinical Performance of Percutaneous Leads for Spinal Cord Stimulation, Poster exhibit at 2006 North American Neuromodulation Society (NANS)10 th Annual Meeting, LasVegas, NV

396 Philip S. Kim, MD Page 16 Editorials, Reviews, Chapters, including participation in committee reports: Kim, P: Musculoskeletal pain emanating from the head and neck. Current Concepts in Diagnosis Management and Cost Containment. (Book Review) Reg Anes, 22(6):597, Kim, P: Positioning: in Anesthesia and Surgery. (Book Review) Reg Anes 23(2):233, Kim, P: Role of Injection Therapy: Review of Indications for Trigger Point Injections, Regional Blocks, Facet Joint Injections, and Intra-articular Injections. Current Opinions in Rheumatology, 14(1):52-57, Kim, P.S.: Nucleoplasty. Techniques in Regional Anesthesia and Pain Management. Vol. 8, No 1 (January), 2004: pp46-52 Kim, P.S: Interventional Cancer Pain Therapies. Semin Oncol 32: c:2005 Elsevier Inc. Pain Treatment Algorithm Updates of Treatment Guidelines for Intraspinal Infusion Polyanalgesic Consensus Panel Meeting, FL Mannes A, P.Kim and R. Lonser Neurosurgical Interventional Approach to Pain. In Palliative Care and Supportive Oncology. Philadelphia: Lippincott, Williams & Wilkins. Mannes A, P.Kim and R. Lonser Interventional Approaches to Pain. In Palliative Care and Supportive Oncology. Philadelphia: Lippincott, Williams & Wilkins. Kim, P: Treatment of Compression Fractures by Anesthesiologist: Vertebroplasty and Kyphoplasty.(Chapter) ASA Refresher Course. Vol.38:63-69 c:2010 Lippencott Wiliams & Wilkins. Derby, R, Landers, MH, Wolfer, LR, and Kim, P. Provocative Discography. Chap 4 in Diagnosis, Management and Treatment of Discogenic Pain, Volume 3, C: 201 Elsevier Saunders, Inc. Deer TR, Prager J, Levy R, Rathmell J, Bucher E, Burton A, Caraway D, Cousins M. De Andres J, Huntoon M, Jacobs MS, Kim P, Kumar K, Leong M, Liem L, McCowell GC, Panchal S, Rauck R, Saulino M, Sitzman BD, Staats P, Stanton-Hicks M, Stearns L, Wallace M, Willis KD, Witt W, Yaksh T, Mekhail N. Polyanalgesic Consensus Conference 2012: Recommendations for the Management of Pain by Intrathecal ( Intraspinal) Drug Delivery: Report of an Interdisciplinary Expert Panel. Neuromodulation 2012; 15: Deer TR, Prager J, Levy R, Rathmell J, Bucher E, Burton A, Caraway D, Cousins M. De Andres J, Huntoon M, Jacobs MS, Kim P, Kumar K, Leong M, Liem L, McCowell GC, Panchal S, Rauck R, Saulino M, Sitzman BD, Staats P, Stanton-Hicks M, Stearns L, Wallace M, Willis KD, Witt W, Yaksh T, Mekhail N. Polyanalgesic Consensus Conference 2012:Recommendations on Trialing for Intrathecal ( intraspinal) Drug Delivery: Report of an Interdisciplinary Expert Panel. Neuromodulation 2012; 15: Deer TR, Prager J, Levy R, Rathmell J, Bucher E, Burton A, Caraway D, Cousins M. De Andres J, Huntoon M, Jacobs MS, Kim P, Kumar K, Leong M, Liem L, McCowell GC, Panchal S, Rauck R, Saulino M, Sitzman BD, Staats P, Stanton-Hicks M, Stearns L, Wallace M, Willis KD, Witt W, Yaksh T, Mekhail N. Polyanalgesic Consensus Conference 2012: Recommendations to Reduce Morbidity and Mortality in Intrathecal Drug Delivery in the Treatment of Chronic Pain. Neuromodulation 2012; 15: Leong, Michael S., Kim, Philip S., and Saberski Lloyd. Cryoanalgesia. Comprehensive Treatment of Chronic Pain by Medical, Interventional, and Integrative Approaches. 2012; Springer, Inc. Kim, Philip S. Vertebral Augmentation: Vertebroplasty and Kyphoplasty. Comprehensive Treatment of Chronic Pain by Medical, Interventional, and Integrative Approaches. 2012; Springer, Inc.

397 Philip S. Kim, MD Page 17 Pope, Jason E, Deer, Timothy R, Grigsby, Eric J., and Kim, Philip S. Stimulation of the Peripheral Nerve and Peripheral Nerve Field. Comprehensive Treatment of Chronic Pain by Medical, Interventional, and Integrative Approaches. 2012; Springer, Inc. Deer T.R., Mekhail N., Provenzano D., Pope J., Krames E., Leong M., Levy R.M., Abejon D., Buchser E., Burton A., Buvanendran A., Candido K., Caraway D., Cousins M., DeJongste M., Diwan S., Eldabe S., Gatzinsky K., Foreman R.D., Hayek S., Kim P., Kinfe T., Kloth D., Kumar K., Rizvi S., Lad S.P., Liem L., Linderoth B., Mackey S., McDowell G., McRoberts P., Poree L., Prager J., Raso L., Rauck R., Russo M., Simpson B., Slavin K., Staats P., Stanton-Hicks M., Verrills P., Wellington J., Williams K., North R. The Appropriate Use of Neurostimulation of the Spinal Cord and Peripheral Nervous System for the Treatment of Chronic Pain and Ischemic Diseases: The Neuromodulation Appropriateness Consensus Committee. Neuromodulation 2014; 17: Deer, T. R., Mekhail, N., Provenzano, D., Pope, J., Krames, E., Thomson, S., Raso, L., Burton, A., DeAndres, J., Buchser, E., Buvanendran, A., Liem, L., Kumar, K., Rizvi, S., Feler, C., Abejon, D., Anderson, J., Eldabe, S., Kim, P., Leong, M., Hayek, S., McDowell, G., Poree, L., Brooks, E. S., McJunkin, T., Lynch, P., Kapural, L., Foreman, R. D., Caraway, D., Alo, K., Narouze, S., Levy, R. M. and North, R. The Appropriate Use of Neurostimulation: Avoidance and Treatment of Complications of Neurostimulation Therapies for the Treatment of Chronic Pain. Neuromodulation 2014; 17: Kim, P. Phantom Limb Pain. Comprehensive Review of Pain Medicine Saulino, M., Kim, Philip S., Shaw, E. Practical Considerations and Patient Selection for Intrathecal Drug Delivery in the Management of Chronic Pain. Journal of Pain Research. 2014;

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