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 01/06/2022 06:18 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 338 RECEIVED NYSCEF: 01/06/2022
Exhibit PP
September 6, 2018 Letter From Jerome T. Levy, Esq.
To DOH General Counsel
Index No. 652343/2018 Motion Seq. No. 11
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:18 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 338 RECEIVED NYSCEF: 01/06/2022
NEWYORK SHANGHAI
LONDON ATLANTA
SINGAPORE BALTIMOlm
PHILADELPHIA FIRMandAFFILIATE
OFFICES WTLMTNGTON
CHICAOO MIAMI
WASHINGTON,DC BOCARATON
SANFRANCISCO PTTTSBURGH
JEROME T. LEVY
SILTCON
VALLEY DIRECT +1 212 692 1013 NEWARK
DIAL:
SANDIEGO PERSONAL FAX: +1 212 202 7596 LASVEGAS
LOSANGELEs E-MAIL: JTLevy@duanemorris.com CHERRYHILL
TAIWAN LAKETAHOE
BOSTON 11910tduanemorris.com MYANMAR
HOUSTON OMAN
AUSTIN AGCCREPRESENTA1JVEOFFICE
HANOT OFDUANEMORRIS
20 CHIMINHCITY
ALLIANCESINMEXICO
ANDSRILANKA
September 6, 2018
VIA E-MAIL
Richard J. Zahnleuter, Esq.
General Counsel
New York State Department of Health
Corning Tower
5 Empire State Plaza
RM 2512
Albany, NY 12237
Re: Fiorello Pharmaceuticals, Inc.
Dear Rick:
I have reformatted the below email to you as a letter because our email server has been
doing some odd things to messages.
Thanks for your follow-up message and glad to hear that there is internal review
underway regarding the recently submitted documents including my letterof last Friday and the
Amended Merger Agreement submitted on Tuesday and employment contracts for Eric Sirota
and Susan Yoss submitted on Wednesday.
We believe Fiorello has addressed all of the issues raised at the meeting on Tuesday,
August 28 including:
• Susan and Eric are staying on as Co-CEOs until allfacilities are operational. We have
forwarded the form employment contracts to you.
• We have submitted an updated timeline that outlines our plans to have all facilities
operational by the end of first quarter 2019.
DUANE MORRIS LLP
1540 BROADWAY NEW YORK, NY 10036-4086 PHONE: +1 212 692 1000FAX: +1 212 692 1020
DM2\9195701.1
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:18 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 338 RECEIVED NYSCEF: 01/06/2022
DuaneMorris
Richard J. Zahnleuter, Esq.
September 6, 2018
Page 2
• We are to utilize our and buildout per previous
planning existing manufacturing facility
submission.
• We confirm that we are not to relocate outside of the department approved
looking
counties.
• We eliminated the adult legalization component of the merger agreement and replaced it
with a deferred payment and have submitted a revised merger agreement reflecting this
change.
In addition, Fiorello plans to go forward with components of the previously submitted
Fiorello brand plan focused on the manufacturing of Essence vape products. We are anticipating
the launch of our firstFiorello brand during the firsthalf of 2019.
Furthermore, Fiorello is committed to working with the Department in crafting
appropriate messaging around this trai1saction that would be consistent with the message the
Department would want delivered.
To accomplish all of the above, we need the transaction to be approved in an expedited
fashion to enable Fiorello to access critical funding ($15m-$20m) to accomplish
our operational timeline.
We share the Department's objective to ensure that Fiorello becomes operational in the
near term and we want to continue to work together with the Department to make the NY
medical marijuana program the standard in the industry.
We look forward to moving this matter forward in a positive manner. As previously
mentioned, Eric Sirota and Susan Yoss are available anytime to meet with the Principals or
return to Albany for further discussions to reach a positive conclusion for all involved.
All the best,
Sincerely,
Je ome T. Levy
JTL:mm
DM2\9195701.1
Document Filed Date
January 06, 2022
Case Filing Date
May 11, 2018
Category
Commercial Division
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Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 06:18 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 338 RECEIVED NYSCEF: 01/06/2022 Exhibit PP September 6, 2018 Letter From Jerome T. Levy, Esq. To DOH General Counsel Index No. 652343/2018 Motion Seq. No. 11 FILED: NEW YORK COUNTY CLERK 01/06/2022 06:18 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 338 RECEIVED NYSCEF: 01/06/2022 NEWYORK SHANGHAI LONDON ATLANTA SINGAPORE BALTIMOlm PHILADELPHIA FIRMandAFFILIATE OFFICES WTLMTNGTON CHICAOO MIAMI WASHINGTON,DC BOCARATON SANFRANCISCO PTTTSBURGH JEROME T. LEVY SILTCON VALLEY DIRECT +1 212 692 1013 NEWARK DIAL: SANDIEGO PERSONAL FAX: +1 212 202 7596 LASVEGAS LOSANGELEs E-MAIL: JTLevy@duanemorris.com CHERRYHILL TAIWAN LAKETAHOE BOSTON 11910tduanemorris.com MYANMAR HOUSTON OMAN AUSTIN AGCCREPRESENTA1JVEOFFICE HANOT OFDUANEMORRIS 20 CHIMINHCITY ALLIANCESINMEXICO ANDSRILANKA September 6, 2018 VIA E-MAIL Richard J. Zahnleuter, Esq. General Counsel New York State Department of Health Corning Tower 5 Empire State Plaza RM 2512 Albany, NY 12237 Re: Fiorello Pharmaceuticals, Inc. Dear Rick: I have reformatted the below email to you as a letter because our email server has been doing some odd things to messages. Thanks for your follow-up message and glad to hear that there is internal review underway regarding the recently submitted documents including my letterof last Friday and the Amended Merger Agreement submitted on Tuesday and employment contracts for Eric Sirota and Susan Yoss submitted on Wednesday. We believe Fiorello has addressed all of the issues raised at the meeting on Tuesday, August 28 including: • Susan and Eric are staying on as Co-CEOs until allfacilities are operational. We have forwarded the form employment contracts to you. • We have submitted an updated timeline that outlines our plans to have all facilities operational by the end of first quarter 2019. DUANE MORRIS LLP 1540 BROADWAY NEW YORK, NY 10036-4086 PHONE: +1 212 692 1000FAX: +1 212 692 1020 DM2\9195701.1 FILED: NEW YORK COUNTY CLERK 01/06/2022 06:18 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 338 RECEIVED NYSCEF: 01/06/2022 DuaneMorris Richard J. Zahnleuter, Esq. September 6, 2018 Page 2 • We are to utilize our and buildout per previous planning existing manufacturing facility submission. • We confirm that we are not to relocate outside of the department approved looking counties. • We eliminated the adult legalization component of the merger agreement and replaced it with a deferred payment and have submitted a revised merger agreement reflecting this change. In addition, Fiorello plans to go forward with components of the previously submitted Fiorello brand plan focused on the manufacturing of Essence vape products. We are anticipating the launch of our firstFiorello brand during the firsthalf of 2019. Furthermore, Fiorello is committed to working with the Department in crafting appropriate messaging around this trai1saction that would be consistent with the message the Department would want delivered. To accomplish all of the above, we need the transaction to be approved in an expedited fashion to enable Fiorello to access critical funding ($15m-$20m) to accomplish our operational timeline. We share the Department's objective to ensure that Fiorello becomes operational in the near term and we want to continue to work together with the Department to make the NY medical marijuana program the standard in the industry. We look forward to moving this matter forward in a positive manner. As previously mentioned, Eric Sirota and Susan Yoss are available anytime to meet with the Principals or return to Albany for further discussions to reach a positive conclusion for all involved. All the best, Sincerely, Je ome T. Levy JTL:mm DM2\9195701.1