Preview
FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
Exhibit VV
Excerpts from the Depositions of Susan Yoss, taken January 23, 2020, and Eric Sirota,
taken November 19, 2020
Index No. 652343/2018 Motion Seq. No. 11
FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
Page 1
1 SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
2
INDEX NO: 652343/2018
3
4 CRESCO LABS NEW YORK, LLC, a New York
limited liability company, and CRESCO LABS
5 LLC, an Illinois limited liability
company,
6
Plaintiff/Counterclaim Defendants,
7
vs.
8
FIORELLO PHARMACEUTICALS, INC., a New York
9 corporation,
10 Defendant/Counterclaim Plaintiffs,
11 and
12 ERIC SIROTA, an individual, SUSAN YOSS,
an individual, and JOHN DOES 1 -10,
13
Defendants.
14 ______________________________________________/
15
VERITEXT LEGAL SOLUTIONS
16 2 S. BISCAYNE BOULEVARD
SUITE 2200
17 MIAMI, FL 33131
Thursday, January 23, 2020
18 9:21 a.m. - 6:28 p.m.
19
VIDEOTAPED DEPOSITION OF SUSAN YOSS
20
21 Taken on behalf of the Plaintiff before
22 Elizabeth Cordoba, RMR, CRR, FPR, Notary Public in
23 and for the State of Florida at Large, pursuant to
24 Plaintiff's Notice of Taking Deposition in the above
25 cause.
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NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
Page 274
1 Q. Do you know why not?
2 A. Well, it's in my view that Cresco did not
3 operate in good faith during the time of the LOI period.
4 Q. And that's the basis for not returning the
5 good-faith payment?
6 A. I don't know what the basis of not returning it
7 is.
8 Q. So do you know why Lucosky Brookman hasn't
9 returned -- what is the basis that they haven't returned
10 it?
11 A. I don't know the legal basis.
12 Q. Have you discussed whether or not to return it,
13 with anyone other than Lucosky?
14 MS. IZOWER-FADDÉ: You can answer that yes or
15 no.
16 THE WITNESS: No.
17 BY MR. HIPP:
18 Q. What type of transaction was Sea Hunter
19 interested in with Fiorello in February of 2018?
20 A. They were not interested in a transaction with
21 Fiorello in February 2018.
22 In '19? '18?
23 Q. February 2018.
24 A. 2018.
25 There was no transaction.
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NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
Page 275
1 Q. Sea Hunter wasn't interested in a transaction
2 with Fiorello in February --
3 A. No.
4 Q. -- 2018?
5 A. No.
6 Q. Was it interested in discussing a transaction
7 with Fiorello in February of 2018?
8 A. No. Sea Hunter was in the middle of doing a
9 capital phase.
10 MR. LEFTON: There's no question.
11 THE WITNESS: Okay. Sorry.
12 MR. HIPP: Like to mark as Yoss Exhibit 13 a
13 document Bates-stamped D012742.
14 MS. IZOWER-FADDÉ: It's through what?
15 MR. HIPP: Through D012746.
16 (Yoss Exhibit 13, February 22, 2018 Email and
17 Nondisclosure Agreement, was marked for
18 identification.)
19 BY MR. HIPP:
20 Q. This is an email from Robert Leidy to you on
21 February 22nd, 2018. Do you see that?
22 MR. LEFTON: 13, is this?
23 MS. IZOWER-FADDÉ: Yes.
24 THE WITNESS: I see it, but I've not read it.
25 BY MR. HIPP:
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FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
Page 276
1 Q. It says, at the top of the page D012743,
2 "Nondisclosure Agreement." Do you see that?
3 A. Yes.
4 Q. And the second paragraph says, "Whereas Sea
5 Hunter Holdings, LLC, and Fiorello Pharmaceutical, Inc.,
6 desire to discuss a possible transaction," -- which is
7 defining the term as "possible transaction," -- "which
8 discussion may include the possible exchange of
9 confidential and proprietary technical, commercial, and
10 financial information and data."
11 What is this paragraph referencing?
12 A. When we met with Sea Hunter, we talked about
13 business operations, and because it's proprietary, that --
14 that afterwards -- and the offer was because we were in
15 the middle of operationalizing our business at the same
16 time -- that if we needed -- if we talked about things
17 that were confidential, we should have an NDA in place.
18 Q. When you say "business operations," what do you
19 mean?
20 A. Well, they were building their facilities in
21 Massachusetts, manufacturing -- their -- their cultivation
22 and manufacturing facilities in Massachusetts, and
23 dispensaries, and we had engaged their engineering --
24 engineering and architect firm, but the technology in
25 building those facilities are -- are extremely
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NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
Page 277
1 proprietary. And so that's what I mean about business
2 operations.
3 Q. In this -- around the time of this email,
4 February 22nd email, was Sea Hunter interested in
5 expanding into new states?
6 A. I don't know. We didn't discuss it.
7 Q. Did you ever learn whether Sea Hunter was
8 interested in expanding to new states?
9 A. Sea Hunter in June of 2018 contacted us, which
10 was during the period of time we were doing an auction,
11 and so we -- they sent -- so at that point in time, they
12 sent in an LOI. But we were so far along with Cresco and
13 with GTI and diligence and -- you know, it just -- they --
14 we didn't do it. They didn't know anything about us, and
15 it just was not feasible.
16 Q. Prior to June 2018, did you ever learn whether
17 Sea Hunter was interested in -- to -- was interested in
18 expanding into new states?
19 A. That's what their financing was all about. So
20 did I learn? I read their presentation and -- so . . .
21 Q. What do you mean that's what their financing
22 was all about?
23 A. Sea Hunter -- we were sent -- "we" meaning I
24 was sent -- by Dave Scalzo a presentation that he had
25 received in February of 2018 and -- which described their,
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Page 278
1 you know, business -- their business and what they were
2 looking to do. But beyond that, I don't know -- I know
3 that -- personally, I don't know that through
4 conversations. I don't know where they were looking to
5 expand. I don't know. We didn't have any discussions on
6 that.
7 Q. So in February of 2018 when Dave Scalzo sent
8 you that presentation, you knew that Sea Hunter was
9 looking to expand into new states?
10 A. Well, they were looking to raise money and went
11 to our investor, who sent us the presentation for their
12 fundraising.
13 Q. Other than the approval process for Fiorello
14 shareholders of the June 2018 merger agreement, was The
15 Clinic involved in discussions with GTI?
16 A. About?
17 Q. In any way.
18 A. I don't know the discussions that The Clinic
19 had with GTI.
20 MR. LEFTON: If any?
21 THE WITNESS: If any.
22 BY MR. HIPP:
23 Q. Do you know the -- whether there were such
24 discussions?
25 A. I don't recall, and I wasn't a party to
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NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
·1· · · · · · · SUPREME COURT OF THE STATE OF NEW YORK
· · · · · · · · · · · · ·COUNTY OF NEW YORK
·2· ·- - - - - - - - - - - - - - -
· · ·CRESCO LABS, NEW YORK, LLC, :
·3· ·a New York, limited· · · · · :
· · ·liability company,· · · · · ·:
·4· · · · · · · · · · · · · · · · :
· · · · · · · · · · · · · · · · · :
·5· · · · · · ·Plaintiff,· · · · ·:
· · · · · · · · · · · · · · · · · :
·6· · · · vs.· · · · · · · · · · ·:· Case No. 652343/2018
· · · · · · · · · · · · · · · · · :
·7· ·FIORELLO PHARMACEUTICALS,· · :
· · ·INC., a New York· · · · · · ·:
·8· ·corporation, ERIC SIROTA,· · :
· · ·an individual, SUSAN YOSS,· ·:
·9· ·an individual and JOHN DOES :
· · ·1-10,· · · · · · · · · · · · :
10· · · · · · · · · · · · · · · · :
· · · · · · · ·Defendants.· · · · :
11· ·- - - - - - - - - - - - - - -
12
13· · · · · · · · VIDEOTAPED DEPOSITION OF ERIC SIROTA
14· · · · · · · · · · · · ·November 19th, 2020
15· · · · · · · · · · · · · · ·9:00 a.m.
16
17· ·Reported by:
18· ·Barbara Perkovich
19· ·CSR No. 87-0004070
20· ·APPEARING REMOTELY FROM COOK COUNTY, ILLINOIS
21
22
23
24
25
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NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
·1· · · · Q.· · ·Well, do you recall that you did meet
·2· ·with Mr. Leidy on February 22 of 2018?
·3· · · · A.· · ·I believe we did.
·4· · · · Q.· · ·And you entered into a nondisclosure
·5· ·agreement with him too, didn't you, with Sea
·6· ·Hunter?
·7· · · · A.· · ·I don't recall.· We may have.
·8· · · · Q.· · ·Let's mark -- Yoss 13.
·9· · · · · · · MS. IZOWER-FADDE:· Yoss 13 is Tab 92.
10· · · · · · · THE WITNESS:· Okay, I'm on that tab.
11· ·BY MR. ASCHER:
12· · · · Q.· · ·And that is a document titled
13· ·Nondisclosure Agreement.· Am I correct this is
14· ·signed by Susan Yoss on behalf of Fiorello and
15· ·Robert Leidy on behalf of Sea Hunter?
16· · · · A.· · ·Yes.
17· · · · Q.· · ·And do you understand this is an
18· ·agreement to permit Fiorello and Sea Hunter to
19· ·have conversations about a potential transaction?
20· · · · A.· · ·No.
21· · · · Q.· · ·What is your understanding of this
22· ·agreement?· Have you seen this agreement before?
23· · · · A.· · ·I don't recall if I've seen it.
24· · · · Q.· · ·What did you discuss with Mr. Leidy in
25· ·that meeting?
FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
·1· · · · A.· · ·I believe we discussed principally
·2· ·their manufacturing facility.· We had come in
·3· ·contact with Sea Hunter, as I said, because they
·4· ·served as a reference for Fuss and O'Neill, our
·5· ·engineering architectural firm.· They worked with
·6· ·them.
·7· · · · · · · ·I believe Sea Hunter had good
·8· ·experience with Fuss and O'Neill and they were
·9· ·developing -- building a manufacturing facility
10· ·with them.· And we were just in the beginning
11· ·stages of operationalization and the beginning
12· ·stages of building out our manufacturing facility.
13· · · · · · · ·And from Fuss and O'Neill's
14· ·perspective, their facility was pretty
15· ·state-of-the-art and I believe we were discussing
16· ·their manufacturing facility, what we would learn
17· ·as it relates to how we would go about our
18· ·business, in terms of establishing or building out
19· ·or at least, initially, our temporary
20· ·manufacturing facility.
21· · · · Q.· · ·So let me make sure I understand this.
22· ·Your testimony, Mr. Sirota, is that you were
23· ·talking to Sea Hunter about engaging Fuss and
24· ·O'Neill to manufacture a manufacturing facility
25· ·for you; is that your testimony?
FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
·1· · · · A.· · ·No.· No, it's not.· Let me clarify.
·2· ·Sea Hunter served as a reference for Fuss and
·3· ·O'Neill.· We hired Fuss and O'Neill as our
·4· ·engineering and architectural firm to build out
·5· ·our manufacturing our facility.
·6· · · · · · · ·We had heard, then, that Sea Hunter had
·7· ·built out, I think it was a facility in
·8· ·Massachusetts that was, you know,
·9· ·state-of-the-art.· They had gone through the
10· ·process with Fuss and O'Neill.· And I believe we
11· ·were talking to Bob about that process.· We were
12· ·new to this.· We never built out a manufacturing
13· ·facility for cannabis.· We were just starting the
14· ·process out with Fuss and O'Neill.· And I believe
15· ·we spoke to them about that is my understanding..
16· · · · Q.· · ·And so did you already have a contract
17· ·with Fuss and O'Neill at the time?
18· · · · A.· · ·I believe so.
19· · · · Q.· · ·And why are you talking to Sea Hunter
20· ·about Fuss and O'Neill working with you, when you
21· ·are in the process of entering into a merger with
22· ·Cresco?
23· · · · · · · MS. IZOWER-FADDE:· Objection.
24· · · · · · · THE WITNESS:· We were continuing to
25· · · · move forward with our operations.· We
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·1· · · · couldn't stop everything.· We held off
·2· · · · signing leases and committing to
·3· · · · dispensaries, but a lot of the business that
·4· · · · we had to do to become operational, we did
·5· · · · continue, albeit at a slower pace.
·6· ·BY MR. ASCHER:
·7· · · · Q.· · ·Did you tell Mr. Leidy about the letter
·8· ·of intent that you had just entered into with
·9· ·Cresco?
10· · · · A.· · ·No.
11· · · · Q.· · ·Did you discuss at all the possibility
12· ·about being acquired by Sea Hunter during this
13· ·meeting?
14· · · · A.· · ·No.
15· · · · Q.· · ·It's your testimony that Mr. Leidy
16· ·didn't ask you about that?
17· · · · A.· · ·Again, I don't think that was the
18· ·subject of this meeting, no.
19· · · · Q.· · ·Did there ever come a time when you
20· ·spoke to Sea Hunter about a possible acquisition?
21· · · · A.· · ·I believe Sea Hunter reached out to us,
22· ·possibly in May or June of 2018.
23· · · · Q.· · ·And who from Sea Hunter reached out to
24· ·you at that time?
25· · · · A.· · ·I don't recall.
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NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022
·1· · · · Q.· · ·And what happened with those
·2· ·conversations?
·3· · · · A.· · ·From my recollection, nothing.· Nothing
·4· ·came of it.
·5· · · · Q.· · ·I want to turn your attention back to
·6· ·Liberty, Mr. Sirota.· You mentioned earlier that
·7· ·you had been introduced to Liberty earlier in
·8· ·2018, correct?
·9· · · · A.· · ·Yes.
10· · · · Q.· · ·And you understood from the beginning
11· ·that Liberty was interested in potentially
12· ·acquiring Fiorello, correct?
13· · · · · · · MS. IZOWER-FADDE:· Objection.
14· · · · · · · THE WITNESS:· I remember we had an
15· · · · intro conversation with them in the end of
16· · · · January.· We weren't certain that they were
17· · · · interested in acquiring Fiorello, we just had
18· · · · an introductory conversation with them at the
19· · · · end of January.
20· ·BY MR. ASCHER:
21· · · · Q.· · ·When you had that introductory
22· ·conversation, you knew the purpose of the
23· ·introductory conversation was that they were
24· ·potentially interested in acquiring a New York
25· ·company, correct?
Preview
FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 Exhibit VV Excerpts from the Depositions of Susan Yoss, taken January 23, 2020, and Eric Sirota, taken November 19, 2020 Index No. 652343/2018 Motion Seq. No. 11 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 Page 1 1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK 2 INDEX NO: 652343/2018 3 4 CRESCO LABS NEW YORK, LLC, a New York limited liability company, and CRESCO LABS 5 LLC, an Illinois limited liability company, 6 Plaintiff/Counterclaim Defendants, 7 vs. 8 FIORELLO PHARMACEUTICALS, INC., a New York 9 corporation, 10 Defendant/Counterclaim Plaintiffs, 11 and 12 ERIC SIROTA, an individual, SUSAN YOSS, an individual, and JOHN DOES 1 -10, 13 Defendants. 14 ______________________________________________/ 15 VERITEXT LEGAL SOLUTIONS 16 2 S. BISCAYNE BOULEVARD SUITE 2200 17 MIAMI, FL 33131 Thursday, January 23, 2020 18 9:21 a.m. - 6:28 p.m. 19 VIDEOTAPED DEPOSITION OF SUSAN YOSS 20 21 Taken on behalf of the Plaintiff before 22 Elizabeth Cordoba, RMR, CRR, FPR, Notary Public in 23 and for the State of Florida at Large, pursuant to 24 Plaintiff's Notice of Taking Deposition in the above 25 cause. Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 Page 274 1 Q. Do you know why not? 2 A. Well, it's in my view that Cresco did not 3 operate in good faith during the time of the LOI period. 4 Q. And that's the basis for not returning the 5 good-faith payment? 6 A. I don't know what the basis of not returning it 7 is. 8 Q. So do you know why Lucosky Brookman hasn't 9 returned -- what is the basis that they haven't returned 10 it? 11 A. I don't know the legal basis. 12 Q. Have you discussed whether or not to return it, 13 with anyone other than Lucosky? 14 MS. IZOWER-FADDÉ: You can answer that yes or 15 no. 16 THE WITNESS: No. 17 BY MR. HIPP: 18 Q. What type of transaction was Sea Hunter 19 interested in with Fiorello in February of 2018? 20 A. They were not interested in a transaction with 21 Fiorello in February 2018. 22 In '19? '18? 23 Q. February 2018. 24 A. 2018. 25 There was no transaction. Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 Page 275 1 Q. Sea Hunter wasn't interested in a transaction 2 with Fiorello in February -- 3 A. No. 4 Q. -- 2018? 5 A. No. 6 Q. Was it interested in discussing a transaction 7 with Fiorello in February of 2018? 8 A. No. Sea Hunter was in the middle of doing a 9 capital phase. 10 MR. LEFTON: There's no question. 11 THE WITNESS: Okay. Sorry. 12 MR. HIPP: Like to mark as Yoss Exhibit 13 a 13 document Bates-stamped D012742. 14 MS. IZOWER-FADDÉ: It's through what? 15 MR. HIPP: Through D012746. 16 (Yoss Exhibit 13, February 22, 2018 Email and 17 Nondisclosure Agreement, was marked for 18 identification.) 19 BY MR. HIPP: 20 Q. This is an email from Robert Leidy to you on 21 February 22nd, 2018. Do you see that? 22 MR. LEFTON: 13, is this? 23 MS. IZOWER-FADDÉ: Yes. 24 THE WITNESS: I see it, but I've not read it. 25 BY MR. HIPP: Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 Page 276 1 Q. It says, at the top of the page D012743, 2 "Nondisclosure Agreement." Do you see that? 3 A. Yes. 4 Q. And the second paragraph says, "Whereas Sea 5 Hunter Holdings, LLC, and Fiorello Pharmaceutical, Inc., 6 desire to discuss a possible transaction," -- which is 7 defining the term as "possible transaction," -- "which 8 discussion may include the possible exchange of 9 confidential and proprietary technical, commercial, and 10 financial information and data." 11 What is this paragraph referencing? 12 A. When we met with Sea Hunter, we talked about 13 business operations, and because it's proprietary, that -- 14 that afterwards -- and the offer was because we were in 15 the middle of operationalizing our business at the same 16 time -- that if we needed -- if we talked about things 17 that were confidential, we should have an NDA in place. 18 Q. When you say "business operations," what do you 19 mean? 20 A. Well, they were building their facilities in 21 Massachusetts, manufacturing -- their -- their cultivation 22 and manufacturing facilities in Massachusetts, and 23 dispensaries, and we had engaged their engineering -- 24 engineering and architect firm, but the technology in 25 building those facilities are -- are extremely Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 Page 277 1 proprietary. And so that's what I mean about business 2 operations. 3 Q. In this -- around the time of this email, 4 February 22nd email, was Sea Hunter interested in 5 expanding into new states? 6 A. I don't know. We didn't discuss it. 7 Q. Did you ever learn whether Sea Hunter was 8 interested in expanding to new states? 9 A. Sea Hunter in June of 2018 contacted us, which 10 was during the period of time we were doing an auction, 11 and so we -- they sent -- so at that point in time, they 12 sent in an LOI. But we were so far along with Cresco and 13 with GTI and diligence and -- you know, it just -- they -- 14 we didn't do it. They didn't know anything about us, and 15 it just was not feasible. 16 Q. Prior to June 2018, did you ever learn whether 17 Sea Hunter was interested in -- to -- was interested in 18 expanding into new states? 19 A. That's what their financing was all about. So 20 did I learn? I read their presentation and -- so . . . 21 Q. What do you mean that's what their financing 22 was all about? 23 A. Sea Hunter -- we were sent -- "we" meaning I 24 was sent -- by Dave Scalzo a presentation that he had 25 received in February of 2018 and -- which described their, Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 Page 278 1 you know, business -- their business and what they were 2 looking to do. But beyond that, I don't know -- I know 3 that -- personally, I don't know that through 4 conversations. I don't know where they were looking to 5 expand. I don't know. We didn't have any discussions on 6 that. 7 Q. So in February of 2018 when Dave Scalzo sent 8 you that presentation, you knew that Sea Hunter was 9 looking to expand into new states? 10 A. Well, they were looking to raise money and went 11 to our investor, who sent us the presentation for their 12 fundraising. 13 Q. Other than the approval process for Fiorello 14 shareholders of the June 2018 merger agreement, was The 15 Clinic involved in discussions with GTI? 16 A. About? 17 Q. In any way. 18 A. I don't know the discussions that The Clinic 19 had with GTI. 20 MR. LEFTON: If any? 21 THE WITNESS: If any. 22 BY MR. HIPP: 23 Q. Do you know the -- whether there were such 24 discussions? 25 A. I don't recall, and I wasn't a party to Veritext Legal Solutions 212-279-9424 www.veritext.com 212-490-3430 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 ·1· · · · · · · SUPREME COURT OF THE STATE OF NEW YORK · · · · · · · · · · · · ·COUNTY OF NEW YORK ·2· ·- - - - - - - - - - - - - - - · · ·CRESCO LABS, NEW YORK, LLC, : ·3· ·a New York, limited· · · · · : · · ·liability company,· · · · · ·: ·4· · · · · · · · · · · · · · · · : · · · · · · · · · · · · · · · · · : ·5· · · · · · ·Plaintiff,· · · · ·: · · · · · · · · · · · · · · · · · : ·6· · · · vs.· · · · · · · · · · ·:· Case No. 652343/2018 · · · · · · · · · · · · · · · · · : ·7· ·FIORELLO PHARMACEUTICALS,· · : · · ·INC., a New York· · · · · · ·: ·8· ·corporation, ERIC SIROTA,· · : · · ·an individual, SUSAN YOSS,· ·: ·9· ·an individual and JOHN DOES : · · ·1-10,· · · · · · · · · · · · : 10· · · · · · · · · · · · · · · · : · · · · · · · ·Defendants.· · · · : 11· ·- - - - - - - - - - - - - - - 12 13· · · · · · · · VIDEOTAPED DEPOSITION OF ERIC SIROTA 14· · · · · · · · · · · · ·November 19th, 2020 15· · · · · · · · · · · · · · ·9:00 a.m. 16 17· ·Reported by: 18· ·Barbara Perkovich 19· ·CSR No. 87-0004070 20· ·APPEARING REMOTELY FROM COOK COUNTY, ILLINOIS 21 22 23 24 25 FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 ·1· · · · Q.· · ·Well, do you recall that you did meet ·2· ·with Mr. Leidy on February 22 of 2018? ·3· · · · A.· · ·I believe we did. ·4· · · · Q.· · ·And you entered into a nondisclosure ·5· ·agreement with him too, didn't you, with Sea ·6· ·Hunter? ·7· · · · A.· · ·I don't recall.· We may have. ·8· · · · Q.· · ·Let's mark -- Yoss 13. ·9· · · · · · · MS. IZOWER-FADDE:· Yoss 13 is Tab 92. 10· · · · · · · THE WITNESS:· Okay, I'm on that tab. 11· ·BY MR. ASCHER: 12· · · · Q.· · ·And that is a document titled 13· ·Nondisclosure Agreement.· Am I correct this is 14· ·signed by Susan Yoss on behalf of Fiorello and 15· ·Robert Leidy on behalf of Sea Hunter? 16· · · · A.· · ·Yes. 17· · · · Q.· · ·And do you understand this is an 18· ·agreement to permit Fiorello and Sea Hunter to 19· ·have conversations about a potential transaction? 20· · · · A.· · ·No. 21· · · · Q.· · ·What is your understanding of this 22· ·agreement?· Have you seen this agreement before? 23· · · · A.· · ·I don't recall if I've seen it. 24· · · · Q.· · ·What did you discuss with Mr. Leidy in 25· ·that meeting? FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 ·1· · · · A.· · ·I believe we discussed principally ·2· ·their manufacturing facility.· We had come in ·3· ·contact with Sea Hunter, as I said, because they ·4· ·served as a reference for Fuss and O'Neill, our ·5· ·engineering architectural firm.· They worked with ·6· ·them. ·7· · · · · · · ·I believe Sea Hunter had good ·8· ·experience with Fuss and O'Neill and they were ·9· ·developing -- building a manufacturing facility 10· ·with them.· And we were just in the beginning 11· ·stages of operationalization and the beginning 12· ·stages of building out our manufacturing facility. 13· · · · · · · ·And from Fuss and O'Neill's 14· ·perspective, their facility was pretty 15· ·state-of-the-art and I believe we were discussing 16· ·their manufacturing facility, what we would learn 17· ·as it relates to how we would go about our 18· ·business, in terms of establishing or building out 19· ·or at least, initially, our temporary 20· ·manufacturing facility. 21· · · · Q.· · ·So let me make sure I understand this. 22· ·Your testimony, Mr. Sirota, is that you were 23· ·talking to Sea Hunter about engaging Fuss and 24· ·O'Neill to manufacture a manufacturing facility 25· ·for you; is that your testimony? FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 ·1· · · · A.· · ·No.· No, it's not.· Let me clarify. ·2· ·Sea Hunter served as a reference for Fuss and ·3· ·O'Neill.· We hired Fuss and O'Neill as our ·4· ·engineering and architectural firm to build out ·5· ·our manufacturing our facility. ·6· · · · · · · ·We had heard, then, that Sea Hunter had ·7· ·built out, I think it was a facility in ·8· ·Massachusetts that was, you know, ·9· ·state-of-the-art.· They had gone through the 10· ·process with Fuss and O'Neill.· And I believe we 11· ·were talking to Bob about that process.· We were 12· ·new to this.· We never built out a manufacturing 13· ·facility for cannabis.· We were just starting the 14· ·process out with Fuss and O'Neill.· And I believe 15· ·we spoke to them about that is my understanding.. 16· · · · Q.· · ·And so did you already have a contract 17· ·with Fuss and O'Neill at the time? 18· · · · A.· · ·I believe so. 19· · · · Q.· · ·And why are you talking to Sea Hunter 20· ·about Fuss and O'Neill working with you, when you 21· ·are in the process of entering into a merger with 22· ·Cresco? 23· · · · · · · MS. IZOWER-FADDE:· Objection. 24· · · · · · · THE WITNESS:· We were continuing to 25· · · · move forward with our operations.· We FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 ·1· · · · couldn't stop everything.· We held off ·2· · · · signing leases and committing to ·3· · · · dispensaries, but a lot of the business that ·4· · · · we had to do to become operational, we did ·5· · · · continue, albeit at a slower pace. ·6· ·BY MR. ASCHER: ·7· · · · Q.· · ·Did you tell Mr. Leidy about the letter ·8· ·of intent that you had just entered into with ·9· ·Cresco? 10· · · · A.· · ·No. 11· · · · Q.· · ·Did you discuss at all the possibility 12· ·about being acquired by Sea Hunter during this 13· ·meeting? 14· · · · A.· · ·No. 15· · · · Q.· · ·It's your testimony that Mr. Leidy 16· ·didn't ask you about that? 17· · · · A.· · ·Again, I don't think that was the 18· ·subject of this meeting, no. 19· · · · Q.· · ·Did there ever come a time when you 20· ·spoke to Sea Hunter about a possible acquisition? 21· · · · A.· · ·I believe Sea Hunter reached out to us, 22· ·possibly in May or June of 2018. 23· · · · Q.· · ·And who from Sea Hunter reached out to 24· ·you at that time? 25· · · · A.· · ·I don't recall. FILED: NEW YORK COUNTY CLERK 01/07/2022 08:42 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 420 RECEIVED NYSCEF: 01/07/2022 ·1· · · · Q.· · ·And what happened with those ·2· ·conversations? ·3· · · · A.· · ·From my recollection, nothing.· Nothing ·4· ·came of it. ·5· · · · Q.· · ·I want to turn your attention back to ·6· ·Liberty, Mr. Sirota.· You mentioned earlier that ·7· ·you had been introduced to Liberty earlier in ·8· ·2018, correct? ·9· · · · A.· · ·Yes. 10· · · · Q.· · ·And you understood from the beginning 11· ·that Liberty was interested in potentially 12· ·acquiring Fiorello, correct? 13· · · · · · · MS. IZOWER-FADDE:· Objection. 14· · · · · · · THE WITNESS:· I remember we had an 15· · · · intro conversation with them in the end of 16· · · · January.· We weren't certain that they were 17· · · · interested in acquiring Fiorello, we just had 18· · · · an introductory conversation with them at the 19· · · · end of January. 20· ·BY MR. ASCHER: 21· · · · Q.· · ·When you had that introductory 22· ·conversation, you knew the purpose of the 23· ·introductory conversation was that they were 24· ·potentially interested in acquiring a New York 25· ·company, correct?