On May 11, 2018 a
Exhibit,Appendix
was filed
involving a dispute between
Cresco Labs Llc, An Illinois Limited Liability Company,
Cresco Labs New York, Llc,
A New York Limited Liability Company,
and
Eric Sirota,
Fiorello Pharmaceuticals, Inc.,
A New York Corporation,
John Does 1 - 10,
Susan Yoss,
for Commercial Division
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 12/14/2021 11:15 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 233 RECEIVED NYSCEF: 12/14/2021
Exhibit D
March 1, 2018 Email from Katherine Lewis Attaching First Draft of Stock Purchase
Agreement and Due Diligence List (NYCEF_26)
Index No. 652343/2018 Motion Seq. No. __
FILED: NEW YORK COUNTY CLERK 07/06/2018
12/14/2021 05:32
11:15 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 26
233 RECEIVED NYSCEF: 07/06/2018
12/14/2021
Jennifer Zammit
From: Katherine B. Lewis
Sent: Thursday, March 01, 2018 1:18 PM
To: 'John Figone'; Scott Linsky
Cc: 'Charlie Bachtell (charlesb@crescolabs.com)'; Christopher R. Walker
Subject: RE: Participating counsel [IWOV-MS1.FID499011]
Attachments: Stock Purchase Agreement - (Fiorello Pharmaceuticals, Inc.).DOCX; Cresco Labs New York - Due
Diligence Request List - Fiorello Pharmaceuticals.DOCX
Scott,
It is a pleasure to meet you by email. Attached for your review is the initial draft of the Stock Purchase Agreement and
the due diligence request. I suggest since my firm was not involved in the LOI stage, that we plan to discuss any initial
questions/comments and footnoted items in the draft prior to you turning back a revised version to us. In my
experience that is a more efficient route and I understand that the parties desire to move forward as expeditiously as
possible. We also understand that many of the diligence requests may not be applicable, but would appreciate
confirmation of that in the request itself where noted.
Please let us know how you plan to handle distribution of due diligence materials. Christopher Walker at my firm will be
handling that part, so feel free to reach out to him directly on diligence items. Also, as an initial matter, would you tell
me whether Fiorello is an s‐corp or a c‐corp, and approximately how many shareholders it has?
Thanks, and I look forward to working with you.
Katherine
Katherine B. Lewis
Much Shelist, P.C.
191 North Wacker Drive, Suite 1800
Chicago, IL 60606
Phone 312.521.2744
Fax 312.521.2844
klewis@muchshelist.com
Visit our website at www.muchshelist.com
Member of Ally Law
Please consider the environment before printing this email.
From: John Figone [mailto:johnf@crescolabs.com]
Sent: Thursday, March 01, 2018 10:48 AM
To: slinsky@lucbro.com
Cc: Katherine B. Lewis
Subject: Participating counsel
Scott,
1
FILED: NEW YORK COUNTY CLERK 07/06/2018
12/14/2021 05:32
11:15 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 26
233 RECEIVED NYSCEF: 07/06/2018
12/14/2021
Please be advised that Katherine Lewis of Much Shelist, P.C., will be assisting us with the drafting of
the definitive agreement. Kindly add her email address (she is copied on this email) to all email
correspondence. Thank you.
Regards,
John J. Figone
General Counsel
Cresco Labs, LLC
Managing Director
Cresco Labs California, LLC
350 Rhode Island Street, Suite 240
San Francisco, California 94102
tel.: (415) 767-3644
mobile:: (281) 635-7932
email: johnf@crescolabs.com
www.crescolabs.com
See our video:
https://vimeo.com/169534836/061d39a68b
ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutes an electronic communication within the meaning of the
Electronic Communications Privacy Act, 18 U.S.C. 2510, and its disclosure is strictly limited to the recipient intended by the sender of this message. This communication may
contain confidential and privileged material for the sole use of the intended recipient, and receipt by anyone other than the intended recipient does not constitute a loss of the
confidential or privileged nature of the communication. Any review or distribution by others is strictly prohibited. If you are not the intended recipient, please contact the sender by
return electronic mail and delete all copies of this communication. Thank you.
IRS CIRCULAR 230 NOTICE To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this
communication (including any attachments) is not intended or written to be used, and cannot be used, by any taxpayer for the purposes of (1) avoiding tax-related penalties under
the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein.
Please consider the environment before printing this e-mail
The information contained in this email communication is intended only for the personal and confidential use of the designated recipient named above.
This message may be an attorney-client communication, and as such is privileged and confidential. If the reader of this message is not the intended
recipient, you are hereby notified that you have received this communication in error, and that any review, dissemination, distribution, or copying of the
message is strictly prohibited. If you have received this transmission in error, please notify us immediately by telephone and/or reply email.
2
Document Filed Date
December 14, 2021
Case Filing Date
May 11, 2018
Category
Commercial Division
For full print and download access, please subscribe at https://www.trellis.law/.
Preview
FILED: NEW YORK COUNTY CLERK 12/14/2021 11:15 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 233 RECEIVED NYSCEF: 12/14/2021 Exhibit D March 1, 2018 Email from Katherine Lewis Attaching First Draft of Stock Purchase Agreement and Due Diligence List (NYCEF_26) Index No. 652343/2018 Motion Seq. No. __ FILED: NEW YORK COUNTY CLERK 07/06/2018 12/14/2021 05:32 11:15 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 26 233 RECEIVED NYSCEF: 07/06/2018 12/14/2021 Jennifer Zammit From: Katherine B. Lewis Sent: Thursday, March 01, 2018 1:18 PM To: 'John Figone'; Scott Linsky Cc: 'Charlie Bachtell (charlesb@crescolabs.com)'; Christopher R. Walker Subject: RE: Participating counsel [IWOV-MS1.FID499011] Attachments: Stock Purchase Agreement - (Fiorello Pharmaceuticals, Inc.).DOCX; Cresco Labs New York - Due Diligence Request List - Fiorello Pharmaceuticals.DOCX Scott, It is a pleasure to meet you by email. Attached for your review is the initial draft of the Stock Purchase Agreement and the due diligence request. I suggest since my firm was not involved in the LOI stage, that we plan to discuss any initial questions/comments and footnoted items in the draft prior to you turning back a revised version to us. In my experience that is a more efficient route and I understand that the parties desire to move forward as expeditiously as possible. We also understand that many of the diligence requests may not be applicable, but would appreciate confirmation of that in the request itself where noted. Please let us know how you plan to handle distribution of due diligence materials. Christopher Walker at my firm will be handling that part, so feel free to reach out to him directly on diligence items. Also, as an initial matter, would you tell me whether Fiorello is an s‐corp or a c‐corp, and approximately how many shareholders it has? Thanks, and I look forward to working with you. Katherine Katherine B. Lewis Much Shelist, P.C. 191 North Wacker Drive, Suite 1800 Chicago, IL 60606 Phone 312.521.2744 Fax 312.521.2844 klewis@muchshelist.com Visit our website at www.muchshelist.com Member of Ally Law Please consider the environment before printing this email. From: John Figone [mailto:johnf@crescolabs.com] Sent: Thursday, March 01, 2018 10:48 AM To: slinsky@lucbro.com Cc: Katherine B. Lewis Subject: Participating counsel Scott, 1 FILED: NEW YORK COUNTY CLERK 07/06/2018 12/14/2021 05:32 11:15 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 26 233 RECEIVED NYSCEF: 07/06/2018 12/14/2021 Please be advised that Katherine Lewis of Much Shelist, P.C., will be assisting us with the drafting of the definitive agreement. Kindly add her email address (she is copied on this email) to all email correspondence. Thank you. Regards, John J. Figone General Counsel Cresco Labs, LLC Managing Director Cresco Labs California, LLC 350 Rhode Island Street, Suite 240 San Francisco, California 94102 tel.: (415) 767-3644 mobile:: (281) 635-7932 email: johnf@crescolabs.com www.crescolabs.com See our video: https://vimeo.com/169534836/061d39a68b ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutes an electronic communication within the meaning of the Electronic Communications Privacy Act, 18 U.S.C. 2510, and its disclosure is strictly limited to the recipient intended by the sender of this message. This communication may contain confidential and privileged material for the sole use of the intended recipient, and receipt by anyone other than the intended recipient does not constitute a loss of the confidential or privileged nature of the communication. Any review or distribution by others is strictly prohibited. If you are not the intended recipient, please contact the sender by return electronic mail and delete all copies of this communication. Thank you. IRS CIRCULAR 230 NOTICE To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, by any taxpayer for the purposes of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. Please consider the environment before printing this e-mail The information contained in this email communication is intended only for the personal and confidential use of the designated recipient named above. This message may be an attorney-client communication, and as such is privileged and confidential. If the reader of this message is not the intended recipient, you are hereby notified that you have received this communication in error, and that any review, dissemination, distribution, or copying of the message is strictly prohibited. If you have received this transmission in error, please notify us immediately by telephone and/or reply email. 2