On May 11, 2018 a
No Value
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.
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FILED: NEW YORK COUNTY CLERK 01/11/2022 02:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 516 RECEIVED NYSCEF: 01/11/2022
EXHIBIT 34
February 9, 2018 Fiorello Board Meeting minutes
Index No. 652343/2018
FILED: NEW YORK COUNTY CLERK 01/11/2022 02:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 516 RECEIVED NYSCEF: 01/11/2022
FIORELLO
PHARMACEUTICALS
12 East 49nd Street, 11th Floor | New York, NY 10017
MINUTES
Fiorello Pharmaceuticals, Inc.
Board of Directors Meeting
February 9, 2018
5:00 PM
A telephonic meeting of the Fiorello Pharmaceuticals, Inc. Board of Directors was
held on Friday, February 9, 2018, at 5:00pm.
The following persons participated in the call: Susan Yoss, Eric Sirota, and Dr.
Daniel Siegel
Mr. Sirota and Ms. Yoss updated the Board on the revised terms of a proposed Letter
of Intent received from Cresco Labs LLC to purchase the outstanding equity in
Fiorello.
Cresco had added a contingent payment to the offer in the event that the State of
New York legalizes adult sales of marijuana on or before the fourth anniversary of
the Closing Date. If adult legalization were to offer on the second, third or fourth
anniversary of the Closing Date, Fiorello shareholders will receive an additional
payment of $10 million, $7.5 million and $4 million (subsequently increased to $5
million), respectively. The Letter of Intent also included an option for the Fiorello
shareholders to convert the cash proceeds to Cresco units at the most recent
valuation.
Ms. Yoss reviewed with the Board the financial consequences of the transaction to
the equity holders and the outstanding liabilities.
The Board had extensive discussions about the pros and cons of the potential
transaction. Ms. Yoss and Mr. Sirota also reviewed in greater detail the buyer's
strong credentials and business prospects.
CONFIDENTIAL D012584
FILED: NEW YORK COUNTY CLERK 01/11/2022 02:12 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 516 RECEIVED NYSCEF: 01/11/2022
At the conclusion of the meeting, the Board approved the execution of the Letter of
Intent, pending a change to include the ability for the shareholders to convert the
firstpayment to Cresco equity at their option.
The Board Meeting adjourned at approximately 6:00 pm.
Respectfully submitted,
Susan Yoss
Co-CEO and Board Member
Fiorello Pharmaceuticals, Inc.
CONFIDENTIAL D012585
Document Filed Date
January 11, 2022
Case Filing Date
May 11, 2018
Category
Commercial Division
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FILED: NEW YORK COUNTY CLERK 01/11/2022 02:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 516 RECEIVED NYSCEF: 01/11/2022 EXHIBIT 34 February 9, 2018 Fiorello Board Meeting minutes Index No. 652343/2018 FILED: NEW YORK COUNTY CLERK 01/11/2022 02:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 516 RECEIVED NYSCEF: 01/11/2022 FIORELLO PHARMACEUTICALS 12 East 49nd Street, 11th Floor | New York, NY 10017 MINUTES Fiorello Pharmaceuticals, Inc. Board of Directors Meeting February 9, 2018 5:00 PM A telephonic meeting of the Fiorello Pharmaceuticals, Inc. Board of Directors was held on Friday, February 9, 2018, at 5:00pm. The following persons participated in the call: Susan Yoss, Eric Sirota, and Dr. Daniel Siegel Mr. Sirota and Ms. Yoss updated the Board on the revised terms of a proposed Letter of Intent received from Cresco Labs LLC to purchase the outstanding equity in Fiorello. Cresco had added a contingent payment to the offer in the event that the State of New York legalizes adult sales of marijuana on or before the fourth anniversary of the Closing Date. If adult legalization were to offer on the second, third or fourth anniversary of the Closing Date, Fiorello shareholders will receive an additional payment of $10 million, $7.5 million and $4 million (subsequently increased to $5 million), respectively. The Letter of Intent also included an option for the Fiorello shareholders to convert the cash proceeds to Cresco units at the most recent valuation. Ms. Yoss reviewed with the Board the financial consequences of the transaction to the equity holders and the outstanding liabilities. The Board had extensive discussions about the pros and cons of the potential transaction. Ms. Yoss and Mr. Sirota also reviewed in greater detail the buyer's strong credentials and business prospects. CONFIDENTIAL D012584 FILED: NEW YORK COUNTY CLERK 01/11/2022 02:12 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 516 RECEIVED NYSCEF: 01/11/2022 At the conclusion of the meeting, the Board approved the execution of the Letter of Intent, pending a change to include the ability for the shareholders to convert the firstpayment to Cresco equity at their option. The Board Meeting adjourned at approximately 6:00 pm. Respectfully submitted, Susan Yoss Co-CEO and Board Member Fiorello Pharmaceuticals, Inc. CONFIDENTIAL D012585