Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
EXHIBIT 63
December 19, 2017 email from Bachtell to Fiorello
attaching Cresco's first draft of LOI
Index No. 652343/2018
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
From: Charlie Bachtell[charlesb@crescolabs.com]
Sent: 12/19/201712:42:15 PM
To: EricSirota [eric@fpnys.com]; Joe Caltabiano [joec@crescolabs.com]
CC: EricSirota [eric.sirota@fiorellopharm.com]; Susan Yoss [susan.yoss@fiore||üpharm.com]
Subject: LOI
Attachments: FiorelloPharmaceuticals LOI (Cresco New York) cib12-19-17.docx
Eric/Susan - per our conversation, attached please find an LOI the terms of Cresco's offer.
detailing
Charles Bachtell
CEO and Co-Founder
520 W. Erie | Suite220 | Chicago, IL 60654
Cell312.399.5471 | Fax 312.263.1668
charlesb@crescojabs.com | www.crescolabs.com
Sirota"
On 12/18/17, 7:07 PM, "Eric wrote:
Sorry for the confusion. We are going to be upstate on Wednesday...which would have worked perfect...butneed to be in
the NYC on Th and F. Can we schedule another sitevisit?
On Dec 18, 2017, at 7:51 PM, Joe Ca!tabiano wrote:
Yep
On Dec 18, 2017, at 6:10 PM, EricSirota wrote:
Sorry about this....I
though we were meeting in NYC. Can we schedule itanother time when you will be on the east
coast. When willyou back?
On Dec 18, 2017, at 7:06 PM, Joe Ca!tabiano wrote:
I don'tland until Thursday at 2pm
On Dec 18, 2017, at 6:02 PM, EricSirota wrote:
I was talkingabout thisWednesday...are you around?
On Dec 18, 2017, at 7:01 PM, Joe Caltabiano wrote:
Bummer
I won't be in town leaving Christmas Day
Can someone else letme in the facility?
On Dec 18, 2017, at 5:58 PM, EricSirota wrote:
We have conflictsin NYC on Thursday. We can meet you up atthe facilityon Wednesday afternoon after 2:30pm. Let
me know if thatworks.
On Dec 18, 2017, at 6:55 PM, Joe Caltabiano wrote:
No
i can'tdo the city
i want to see the building
How is Thursday evening? I couldbe there by 5 or 6
On Dec 18, 2017, at 5:47 PM, EricSirota wrote:
I have to be in NYC on Friday....I
thought you were going to be in the city. Can we meet at our office in NYC on Friday
morning?
On Dec 18, 2017, at 6:34 PM, Joe Caltabiano wrote:
Eric
Wanted to follow up and letyou know I willbe in NY end of thisweek
Would itbe possible to meet at the facilityon Friday morning?
Joe Caltabiano
Cresco Labs
773-818-5807
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001805
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001806
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
312.263.1655
Office:
520 W. Erie Suite 220 c go IL 654
EQUITY PURCHASE AGREEMENT
LETTER OF INTENT
yyyy"
THIS LETTER OF INTENT ("LOI"), entered into on this [ DATE \@ "MMMM d, ] (the
"Effective Date") by and between Fiorello Pharmaceuticals, Inc., a New York corporation
("Fiorello"), and Cresco Labs New York, LLC, a New York limited liability company ("CLNY"), a
controlled subsidiary of Cresco Labs LLC, an Illinois limited liability company ("Cresco"). CLNY
and/or Cresco may be referred to collectively as "Buyer". Fiorello and Buyer may hereinafter be
"Party" "Parties."
referred to individually as a and collectively as the
The matters set forth below are intended to be binding on the Parties until supplanted by a definitive
Parties'
agreement through the good faith negotiation, execution and delivery of one or more definitive
agreements and ancillary documents (collectively, the "Definitive Ass conssont"). All capitalized
terms not specifically defined herein shall have the same meanings as ascribed in the Definitive
Agreement.
PROPOSED TERMS
Proposed Transaction The Parties understand that the State of New York is developing a process
that is expected to issue one vertically integrated license to Fiorello that
will allow for the cultivation and processing of medical cannabis as well as
the establishment of four (4) medical cannabis dispensary licenses (the
"License").
Consideration: Cresco, directly or through its affiliate CLNY, will commit to provide
Twenty Million Dollars ($20,000,000) in consideration (the "Funding
Amount") for the purchase and acquisition of One Hundred Percent
(100%) of the issued and outstanding shares of Fiorello, payable in the
following manner:
(1) Ten Million Dollars ($10,000,000) upon the Closing of the
Definitive Agreement, payable as:
(a) Seven Million Five Hundred Thousand Dollars
($7,500,000) in cash; and
(b) Two Million Five Hundred Thousand Dollars ($2,500,000)
in the form of Cresco common units ("Units"). The number of
Units issued shall be determined based upon a valuation of Cresco
at Two Hundred Fifty Million Dollars ($250,000,000)·
(2) Five Million Dollars ($5,000,000) payable as a cash earn-out,
payable under the following schedule:
(a) One Million Dollars ($1,000,000) upon the New York
Department of Health, State Medical Marijuana Program
Fiorello Pharmaceuticals LOI (CrescoLabs New York, LI£)
171218
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001807
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
("NYMMP") final determination that the Fiorello cultivation
facility is deemed operational and approved for operations;
(b) One Million Dollars ($1,000,000) upon the NYMMP final
determination that the Fiorello first retail dispensary location is
deemed operational and approved for operations;
(c) One Million Dollars ($1,000,000) upon the NYMMP final
determination that the Fiorello second retail dispensary location
is deemed operational and approved for operations;
(d) One Million Dollars ($1,000,000) upon the NYMMP final
determination that the Fiorello third retail dispensary location is
deemed operational and approved for operations; and,
(e) One Million Dollars ($1,000,000) upon the NYMMP final
determination that the Fiorello fourth retail dispensary location is
deemed operational and approved for operations.
(3) Upon the fullcompletion and satisfaction of Section (2), above, an
additional Five Million Dollars ($5,000,000), payable as:
(c) Two Million Five Hundred Thousand Dollars ($2,500,000)
in cash; and
(d) Two Million Five Hundred Thousand Dollars ($2,500,000)
in the form of Units. The number of Units issued shall be
determined based upon a valuation of Cresco at Two Hundred
Fifty Million Dollars ($250,000,000)·
Good Faith Deposit In addition to the Funding Amount, Buyer shall pay Fiorello One
Hundred Thousand Dollars ($100,000) as a good faith deposit ("Good
Faith Deposit"). The Good Faith Deposit is intended to provide security
as to Cresco's performance under the terms of the Definitive Areement
subject to certain due diligence items and Fiorello obligations as further
detailed in the Definitive Agreement.
Due Diligence The binding nature of this LOI notwithstanding, Buyer will need to
perform its due diligence that will include (but is not limited all by-
to)
laws, Board minutes and incorporation documents of Fiorello. Buyer will
provide itsdue diligence listonce this LOI is executed; however, as part of
its due diligence review, Buyer reserves the right to include additional
items not originally included in itslist. Fiorello may conduct its own due
diligence and Buyer will provide whatever relevant materials and
documentation Fiorello may reasonably request. The Parties will
endeavor to complete the respective due diligence reviews as promptly as
practicable.
Definitive Agreement Promptly following the execution of this LOI, the Parties, together with
their authorized representatives, will in good faith prepare and execute
definitive agreements that include, but are not limited to, certain
LETTER OF INTENT
FIORELID PHARMACEUTHCAIS, INC.
YYYY"
[ DATE \@ "MMMM D, ]
PAGE2
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001808
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
operating agreements, investment agreements as well as any ancillary
agreements as contemplated by the paragraph entitled Further Acts,
below, elaborating on the binding provisions hereof (collectively, the
"Definitive Agreement"). The Definitive Agreement will contain terms
substantially consistent with this LOI (unless otherwise agreed by the
Parties). The Definitive Agreement shall also contain customary
representations and warranties between the Parties.
Expenses Each Party willpay its own professional fees and other expenses related to
this LOI, the Definitive Agreement and the transactions contemplated by
this document, unless otherwise expressly set out in this LOI in writing.
Further Acts The Parties shall with reasonable diligence do all such things and provide
all such reasonable assurances as may be required to consummate the
transaction and each Party shall provide such further documents or
instruments required by the other Party as may be reasonably necessary
or desirable to affect the purposes of this LOI and carry out its provisions.
Timing Both Parties agree that they will each use their respective best efforts to
complete and execute the Definitive Agreement consistent with the terms
of this LOI at the earliest possible date but no later than fifteen (15)
business days from the date of the execution of this LOI (unless otherwise
extended by the mutual agreement of the Parties). By executing this LOI,
both Parties agree to exclusive dealings during the aforementioned
timeframe.
Confidentiality The Parties confirm that all future negotiations and disclosures will be
subject to the following confidentiality provisions:
1. In the course of discussions, each Party will each have access to
and will be entrusted with detailed confidential information relating to
the other Party;
2. The right to maintain the confidentiality of this information
constitutes a proprietary right which the other Party is entitled to protect
and which shall be respected and honored;
3. Neither Party will at any time disclose any confidential
information or use same for any purpose which would give it or any
competitor or other interested party an advantage over its counterpart in
these discussions;
4. At the end of these discussions, and subject to any other
agreement reached, all copies of any documentation or records referring
to or containing confidential information belonging to the other Party
shall be returned or destroyed, to be confirmed by a statutory declaration
ifso requested; and
5. The execution of this LOI and the contemplated completion of this
transaction will be kept strictly confidential and will not be disclosed to
customers, suppliers, employees or other persons without the consent of
LETTER OF INTENT
FIORELID PHARMACEUTICAIS, INC.
YYYY"
[ DATE \@ "MMMM D, ]
PAGE3
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001809
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
both Parties; this provision shall not apply to disclosure to professional
advisors, potential financiers, or appraisers, provided they agree to
maintain the same level of confidentiality required by Parties.
The Parties will enter into a separate Confidentiality and Non-Disclosure
Agreement as part of the Definitive Agreement that will incorporate the
aforementioned terms.
Counterparts This LOI may be executed in one or more counterparts, each of which will
be deemed to be an original copy and all of which, when taken together
with the LOI, will be deemed to constitute one and the same LOI and will
be effective when counterparts have been signed by each Party and
delivered to the other Party.
[The remainder of this page is intentionally left blank.J
LETTER OF INTENT
FIORELID PHARMACEUTICAIS, INC.
YYYY"
[ DATE \@ "MMMM D, ]
PAGE4
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001810
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022
Please sign and date this LOI in the space provided below, to confirm the mutual agreements set forth
in the LOI, and return a signed copy to the undersigned.
FIORELLO PHARMACEUTICAL, INC.
By:
Name:
ACKNOWLEDGED AND AGREED
this day of December, 2017
CRESCO LABS, LLC
CRESCO LABS NEW YORK, LLC
By:
Charles Bachtell
Chief Executive Officer
[Letter of Intent signature page]
LETTER OF INTENT
FIORELID PHARMACEUTICAIS, INC.
YYYY"
[ DATE \@ "MMMM D, ]
PAGE5
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001811
Preview
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 EXHIBIT 63 December 19, 2017 email from Bachtell to Fiorello attaching Cresco's first draft of LOI Index No. 652343/2018 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 From: Charlie Bachtell[charlesb@crescolabs.com] Sent: 12/19/201712:42:15 PM To: EricSirota [eric@fpnys.com]; Joe Caltabiano [joec@crescolabs.com] CC: EricSirota [eric.sirota@fiorellopharm.com]; Susan Yoss [susan.yoss@fiore||üpharm.com] Subject: LOI Attachments: FiorelloPharmaceuticals LOI (Cresco New York) cib12-19-17.docx Eric/Susan - per our conversation, attached please find an LOI the terms of Cresco's offer. detailing Charles Bachtell CEO and Co-Founder 520 W. Erie | Suite220 | Chicago, IL 60654 Cell312.399.5471 | Fax 312.263.1668 charlesb@crescojabs.com | www.crescolabs.com Sirota" On 12/18/17, 7:07 PM, "Eric wrote: Sorry for the confusion. We are going to be upstate on Wednesday...which would have worked perfect...butneed to be in the NYC on Th and F. Can we schedule another sitevisit? On Dec 18, 2017, at 7:51 PM, Joe Ca!tabiano wrote: Yep On Dec 18, 2017, at 6:10 PM, EricSirota wrote: Sorry about this....I though we were meeting in NYC. Can we schedule itanother time when you will be on the east coast. When willyou back? On Dec 18, 2017, at 7:06 PM, Joe Ca!tabiano wrote: I don'tland until Thursday at 2pm On Dec 18, 2017, at 6:02 PM, EricSirota wrote: I was talkingabout thisWednesday...are you around? On Dec 18, 2017, at 7:01 PM, Joe Caltabiano wrote: Bummer I won't be in town leaving Christmas Day Can someone else letme in the facility? On Dec 18, 2017, at 5:58 PM, EricSirota wrote: We have conflictsin NYC on Thursday. We can meet you up atthe facilityon Wednesday afternoon after 2:30pm. Let me know if thatworks. On Dec 18, 2017, at 6:55 PM, Joe Caltabiano wrote: No i can'tdo the city i want to see the building How is Thursday evening? I couldbe there by 5 or 6 On Dec 18, 2017, at 5:47 PM, EricSirota wrote: I have to be in NYC on Friday....I thought you were going to be in the city. Can we meet at our office in NYC on Friday morning? On Dec 18, 2017, at 6:34 PM, Joe Caltabiano wrote: Eric Wanted to follow up and letyou know I willbe in NY end of thisweek Would itbe possible to meet at the facilityon Friday morning? Joe Caltabiano Cresco Labs 773-818-5807 CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001805 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001806 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 312.263.1655 Office: 520 W. Erie Suite 220 c go IL 654 EQUITY PURCHASE AGREEMENT LETTER OF INTENT yyyy" THIS LETTER OF INTENT ("LOI"), entered into on this [ DATE \@ "MMMM d, ] (the "Effective Date") by and between Fiorello Pharmaceuticals, Inc., a New York corporation ("Fiorello"), and Cresco Labs New York, LLC, a New York limited liability company ("CLNY"), a controlled subsidiary of Cresco Labs LLC, an Illinois limited liability company ("Cresco"). CLNY and/or Cresco may be referred to collectively as "Buyer". Fiorello and Buyer may hereinafter be "Party" "Parties." referred to individually as a and collectively as the The matters set forth below are intended to be binding on the Parties until supplanted by a definitive Parties' agreement through the good faith negotiation, execution and delivery of one or more definitive agreements and ancillary documents (collectively, the "Definitive Ass conssont"). All capitalized terms not specifically defined herein shall have the same meanings as ascribed in the Definitive Agreement. PROPOSED TERMS Proposed Transaction The Parties understand that the State of New York is developing a process that is expected to issue one vertically integrated license to Fiorello that will allow for the cultivation and processing of medical cannabis as well as the establishment of four (4) medical cannabis dispensary licenses (the "License"). Consideration: Cresco, directly or through its affiliate CLNY, will commit to provide Twenty Million Dollars ($20,000,000) in consideration (the "Funding Amount") for the purchase and acquisition of One Hundred Percent (100%) of the issued and outstanding shares of Fiorello, payable in the following manner: (1) Ten Million Dollars ($10,000,000) upon the Closing of the Definitive Agreement, payable as: (a) Seven Million Five Hundred Thousand Dollars ($7,500,000) in cash; and (b) Two Million Five Hundred Thousand Dollars ($2,500,000) in the form of Cresco common units ("Units"). The number of Units issued shall be determined based upon a valuation of Cresco at Two Hundred Fifty Million Dollars ($250,000,000)· (2) Five Million Dollars ($5,000,000) payable as a cash earn-out, payable under the following schedule: (a) One Million Dollars ($1,000,000) upon the New York Department of Health, State Medical Marijuana Program Fiorello Pharmaceuticals LOI (CrescoLabs New York, LI£) 171218 CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001807 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 ("NYMMP") final determination that the Fiorello cultivation facility is deemed operational and approved for operations; (b) One Million Dollars ($1,000,000) upon the NYMMP final determination that the Fiorello first retail dispensary location is deemed operational and approved for operations; (c) One Million Dollars ($1,000,000) upon the NYMMP final determination that the Fiorello second retail dispensary location is deemed operational and approved for operations; (d) One Million Dollars ($1,000,000) upon the NYMMP final determination that the Fiorello third retail dispensary location is deemed operational and approved for operations; and, (e) One Million Dollars ($1,000,000) upon the NYMMP final determination that the Fiorello fourth retail dispensary location is deemed operational and approved for operations. (3) Upon the fullcompletion and satisfaction of Section (2), above, an additional Five Million Dollars ($5,000,000), payable as: (c) Two Million Five Hundred Thousand Dollars ($2,500,000) in cash; and (d) Two Million Five Hundred Thousand Dollars ($2,500,000) in the form of Units. The number of Units issued shall be determined based upon a valuation of Cresco at Two Hundred Fifty Million Dollars ($250,000,000)· Good Faith Deposit In addition to the Funding Amount, Buyer shall pay Fiorello One Hundred Thousand Dollars ($100,000) as a good faith deposit ("Good Faith Deposit"). The Good Faith Deposit is intended to provide security as to Cresco's performance under the terms of the Definitive Areement subject to certain due diligence items and Fiorello obligations as further detailed in the Definitive Agreement. Due Diligence The binding nature of this LOI notwithstanding, Buyer will need to perform its due diligence that will include (but is not limited all by- to) laws, Board minutes and incorporation documents of Fiorello. Buyer will provide itsdue diligence listonce this LOI is executed; however, as part of its due diligence review, Buyer reserves the right to include additional items not originally included in itslist. Fiorello may conduct its own due diligence and Buyer will provide whatever relevant materials and documentation Fiorello may reasonably request. The Parties will endeavor to complete the respective due diligence reviews as promptly as practicable. Definitive Agreement Promptly following the execution of this LOI, the Parties, together with their authorized representatives, will in good faith prepare and execute definitive agreements that include, but are not limited to, certain LETTER OF INTENT FIORELID PHARMACEUTHCAIS, INC. YYYY" [ DATE \@ "MMMM D, ] PAGE2 CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001808 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 operating agreements, investment agreements as well as any ancillary agreements as contemplated by the paragraph entitled Further Acts, below, elaborating on the binding provisions hereof (collectively, the "Definitive Agreement"). The Definitive Agreement will contain terms substantially consistent with this LOI (unless otherwise agreed by the Parties). The Definitive Agreement shall also contain customary representations and warranties between the Parties. Expenses Each Party willpay its own professional fees and other expenses related to this LOI, the Definitive Agreement and the transactions contemplated by this document, unless otherwise expressly set out in this LOI in writing. Further Acts The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transaction and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to affect the purposes of this LOI and carry out its provisions. Timing Both Parties agree that they will each use their respective best efforts to complete and execute the Definitive Agreement consistent with the terms of this LOI at the earliest possible date but no later than fifteen (15) business days from the date of the execution of this LOI (unless otherwise extended by the mutual agreement of the Parties). By executing this LOI, both Parties agree to exclusive dealings during the aforementioned timeframe. Confidentiality The Parties confirm that all future negotiations and disclosures will be subject to the following confidentiality provisions: 1. In the course of discussions, each Party will each have access to and will be entrusted with detailed confidential information relating to the other Party; 2. The right to maintain the confidentiality of this information constitutes a proprietary right which the other Party is entitled to protect and which shall be respected and honored; 3. Neither Party will at any time disclose any confidential information or use same for any purpose which would give it or any competitor or other interested party an advantage over its counterpart in these discussions; 4. At the end of these discussions, and subject to any other agreement reached, all copies of any documentation or records referring to or containing confidential information belonging to the other Party shall be returned or destroyed, to be confirmed by a statutory declaration ifso requested; and 5. The execution of this LOI and the contemplated completion of this transaction will be kept strictly confidential and will not be disclosed to customers, suppliers, employees or other persons without the consent of LETTER OF INTENT FIORELID PHARMACEUTICAIS, INC. YYYY" [ DATE \@ "MMMM D, ] PAGE3 CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001809 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 both Parties; this provision shall not apply to disclosure to professional advisors, potential financiers, or appraisers, provided they agree to maintain the same level of confidentiality required by Parties. The Parties will enter into a separate Confidentiality and Non-Disclosure Agreement as part of the Definitive Agreement that will incorporate the aforementioned terms. Counterparts This LOI may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together with the LOI, will be deemed to constitute one and the same LOI and will be effective when counterparts have been signed by each Party and delivered to the other Party. [The remainder of this page is intentionally left blank.J LETTER OF INTENT FIORELID PHARMACEUTICAIS, INC. YYYY" [ DATE \@ "MMMM D, ] PAGE4 CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001810 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 406 RECEIVED NYSCEF: 01/06/2022 Please sign and date this LOI in the space provided below, to confirm the mutual agreements set forth in the LOI, and return a signed copy to the undersigned. FIORELLO PHARMACEUTICAL, INC. By: Name: ACKNOWLEDGED AND AGREED this day of December, 2017 CRESCO LABS, LLC CRESCO LABS NEW YORK, LLC By: Charles Bachtell Chief Executive Officer [Letter of Intent signature page] LETTER OF INTENT FIORELID PHARMACEUTICAIS, INC. YYYY" [ DATE \@ "MMMM D, ] PAGE5 CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00001811