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
01/10/2022 11:15
06:59 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 246
452 RECEIVED NYSCEF: 12/14/2021
01/10/2022
Exhibit Q
March 1-2, 2018, Email Chain Among Parties and Counsel, Including March 2 Email from
Cresco’s CEO Noting “Preliminary Questions/Clarifications” on Draft SPA
Index No. 652343/2018 Motion Seq. No. __
FILED: NEW YORK COUNTY CLERK 12/14/2021
01/10/2022 11:15
06:59 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 246
452 RECEIVED NYSCEF: 12/14/2021
01/10/2022
From: CharlieBachtell
Sent: Friday, March 2, 2018 10:36AM CST
To: KatherineB. Lewis;John Figone;'slinsky@lucbro.com'
CC: ChristopherR.Walker; SusanYoss;EricSirota
Subject: Re:Participatingcounsel [IWOV-Ms1.FID499011]
here
Sitting inNY together and walking through the docs. A couple of prelimquestions/clarifications:
1. We're going to complete due diligencepriortosigning thisSPA - but thestate licenserelatedconditions
(verification
of licensein goodstanding, thatthe current non-operational statusof the entityis nota
regulatory concern,and that Cresco's owners are allowed to acquireFP, etc.)remain ceñdit!0nsto close.
2. Identifythe interestrateon the note as thelowest allowable by law
Capital" -
3. We don't understand the "Working relatedlanguage Sec. 1.03-1.05
Sellers' - Sellers'
4. The concept of a Rep is goingto be furtherevaluated the roleof the Rep willbe further
clarified.
Charles Bachtell
CEO and Co-Founder
520 W. Erie | Suite 220 | Chicago, IL 60654
CeII 312.399.5471 | Fax312.263.1668
charlesb@crescolabs.com | www.crescolabs.com
Lewis"
From: "Katherine B.
Date: Thursday, March 1, 2018 at 1:17 PM
"'slinsky@Iucbro.com'"
To: John Figone ,
Walker"
Cc: Charlie Bachtell , "Christopher R.
Subject: RE: Participating counsel [IWOV-MS1.FID499011]
Scott,
Itis a pleasure to meet you byemail. Attached foryour review is theinitial
draftof the Stock Purchase
Agreement and the due diligence request. I suggestsince my firm was not involved in theLOI stage,
that we planto discuss any initial
questions/comments and foctacted items in thedraft priorto you
turning back a revised version to us. Inmy experience thatis a more efficientroute and I understand
that the partiesdesire 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 therequest
itself
where noted.
Please letus know how you plan to handle distributianof due diligence materials. Christopher Walker
at my firm willbe handling that part,so feelfree to reachout to him directlyon diligenceitems. Also,
as an initial
matter, would you tellme whether Fiorellois ans-corp or ac-corp, and apprüximately how
many shareholders ithas?
Thanks, and I look
forward to working with you.
MS_000148
FILED: NEW YORK COUNTY CLERK 12/14/2021
01/10/2022 11:15
06:59 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 246
452 RECEIVED NYSCEF: 12/14/2021
01/10/2022
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¢Dmuchshelist.com
Visitour website atwww.muchshelist.com
Member of Ally Law
Please consider the cr.v:::rrent before printingthis email.
From: .John Figone [mailto:johnf@crescüiâbs.com]
Sent: Thursday, March 01, 2018 10:48 AM
To: slinsky@lucbro.com
Cc: Katherine B. Lewis
Subject: Participatingcounsel
Scott,
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
MS_000149
FILED: NEW YORK COUNTY CLERK 12/14/2021
01/10/2022 11:15
06:59 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 246
452 RECEIVED NYSCEF: 12/14/2021
01/10/2022
ATTORNEY-CLIENTPRIVILEGED;DO NOTFORWARDWITHOUTPERMISSION This -a--"aha+ion constitutesanelectronicco---"alesian
PrivacyAct, 18U.S.C.2510,andits disclosureis strictly limitedto therecipientintendedby the
within the meaningof theElectmnicCommunications
senderof thismessage.
Thiscommunicationmaycontainconfidentialandprivilegedmaterialfor thesoleuseof theintendedrecipient,andreceiptby
anyoneotherthantheintendedrecipientdoesnotconstitutealossof theconfidentialor privilegednatureof thecommunication.Any reviewor distribution
by othersis stnctly prohibited.If you arenot theintendedrecipient,pleasecontactthesenderby retumelectronicmail anddeleteall copiesof this
communication.
Thankyou.
IRSCIRCULAR230NOTICE To ensurecompliancewith requirementsimposedby theU.S.IntemalRevenueService,weinformyou that anytax advice
containedin thiscommunication is not intendedor writtento be used,andcannotbeused,by any taxpayerfor thepurposesof
(includinganyattachments)
to anotherpartyany tax-
(1) avoidingtax-relatedpenaltiesunderthe U.S.IntemalRevenueCodeor (2) pmmoting,marketingor aca-edi-;;
relatedmatters addressedherein.
3 Please consider the env iranrñentbefore printing thise-mail
The !nfermet!en contained in this email comraüñ|cation 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
or copying of the message is strictly pichibited.
that any review, dissemination, distributics, If you have received this transmission in
error, please notify us immediately by telephone and/or reply email.
MS_000150
Preview
FILED: NEW YORK COUNTY CLERK 12/14/2021 01/10/2022 11:15 06:59 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 246 452 RECEIVED NYSCEF: 12/14/2021 01/10/2022 Exhibit Q March 1-2, 2018, Email Chain Among Parties and Counsel, Including March 2 Email from Cresco’s CEO Noting “Preliminary Questions/Clarifications” on Draft SPA Index No. 652343/2018 Motion Seq. No. __ FILED: NEW YORK COUNTY CLERK 12/14/2021 01/10/2022 11:15 06:59 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 246 452 RECEIVED NYSCEF: 12/14/2021 01/10/2022 From: CharlieBachtell Sent: Friday, March 2, 2018 10:36AM CST To: KatherineB. Lewis;John Figone;'slinsky@lucbro.com' CC: ChristopherR.Walker; SusanYoss;EricSirota Subject: Re:Participatingcounsel [IWOV-Ms1.FID499011] here Sitting inNY together and walking through the docs. A couple of prelimquestions/clarifications: 1. We're going to complete due diligencepriortosigning thisSPA - but thestate licenserelatedconditions (verification of licensein goodstanding, thatthe current non-operational statusof the entityis nota regulatory concern,and that Cresco's owners are allowed to acquireFP, etc.)remain ceñdit!0nsto close. 2. Identifythe interestrateon the note as thelowest allowable by law Capital" - 3. We don't understand the "Working relatedlanguage Sec. 1.03-1.05 Sellers' - Sellers' 4. The concept of a Rep is goingto be furtherevaluated the roleof the Rep willbe further clarified. Charles Bachtell CEO and Co-Founder 520 W. Erie | Suite 220 | Chicago, IL 60654 CeII 312.399.5471 | Fax312.263.1668 charlesb@crescolabs.com | www.crescolabs.com Lewis" From: "Katherine B. Date: Thursday, March 1, 2018 at 1:17 PM "'slinsky@Iucbro.com'" To: John Figone , Walker" Cc: Charlie Bachtell , "Christopher R. Subject: RE: Participating counsel [IWOV-MS1.FID499011] Scott, Itis a pleasure to meet you byemail. Attached foryour review is theinitial draftof the Stock Purchase Agreement and the due diligence request. I suggestsince my firm was not involved in theLOI stage, that we planto discuss any initial questions/comments and foctacted items in thedraft priorto you turning back a revised version to us. Inmy experience thatis a more efficientroute and I understand that the partiesdesire 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 therequest itself where noted. Please letus know how you plan to handle distributianof due diligence materials. Christopher Walker at my firm willbe handling that part,so feelfree to reachout to him directlyon diligenceitems. Also, as an initial matter, would you tellme whether Fiorellois ans-corp or ac-corp, and apprüximately how many shareholders ithas? Thanks, and I look forward to working with you. MS_000148 FILED: NEW YORK COUNTY CLERK 12/14/2021 01/10/2022 11:15 06:59 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 246 452 RECEIVED NYSCEF: 12/14/2021 01/10/2022 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¢Dmuchshelist.com Visitour website atwww.muchshelist.com Member of Ally Law Please consider the cr.v:::rrent before printingthis email. From: .John Figone [mailto:johnf@crescüiâbs.com] Sent: Thursday, March 01, 2018 10:48 AM To: slinsky@lucbro.com Cc: Katherine B. Lewis Subject: Participatingcounsel Scott, 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 MS_000149 FILED: NEW YORK COUNTY CLERK 12/14/2021 01/10/2022 11:15 06:59 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 246 452 RECEIVED NYSCEF: 12/14/2021 01/10/2022 ATTORNEY-CLIENTPRIVILEGED;DO NOTFORWARDWITHOUTPERMISSION This -a--"aha+ion constitutesanelectronicco---"alesian PrivacyAct, 18U.S.C.2510,andits disclosureis strictly limitedto therecipientintendedby the within the meaningof theElectmnicCommunications senderof thismessage. Thiscommunicationmaycontainconfidentialandprivilegedmaterialfor thesoleuseof theintendedrecipient,andreceiptby anyoneotherthantheintendedrecipientdoesnotconstitutealossof theconfidentialor privilegednatureof thecommunication.Any reviewor distribution by othersis stnctly prohibited.If you arenot theintendedrecipient,pleasecontactthesenderby retumelectronicmail anddeleteall copiesof this communication. Thankyou. IRSCIRCULAR230NOTICE To ensurecompliancewith requirementsimposedby theU.S.IntemalRevenueService,weinformyou that anytax advice containedin thiscommunication is not intendedor writtento be used,andcannotbeused,by any taxpayerfor thepurposesof (includinganyattachments) to anotherpartyany tax- (1) avoidingtax-relatedpenaltiesunderthe U.S.IntemalRevenueCodeor (2) pmmoting,marketingor aca-edi-;; relatedmatters addressedherein. 3 Please consider the env iranrñentbefore printing thise-mail The !nfermet!en contained in this email comraüñ|cation 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 or copying of the message is strictly pichibited. that any review, dissemination, distributics, If you have received this transmission in error, please notify us immediately by telephone and/or reply email. MS_000150