Preview
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
EXHIBIT 15
February 20, 2018 to March 1, 2018 email exchange
showing Cresco’s efforts to timely make the good faith
payment
Index No. 652343/2018
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
From: Ken Amann
Sent: Thursday, March 01, 2018 03:11 PM
To: John Figone; Scott Linsky
Cc: Charlie Bachtell; Susan Yoss; Sirota Eric
Subject: RE: Escrow Instructions
All,
Both wire transfers have been comp|éted.
Best regards,
Ken
Ken Amann, CPA | Chief Financial Officer
520 W. Erie Street | Suite 220 | Chicago, IL 60654
Mobile: Redacted
http;//crescolabs.com/
See our video:
https:/fvimeo.comf169534836[061d39a68b
From: John Figone
Sent: Thursday, March 01, 2018 12:00 PM
To: Scott Linsky
Cc: Charlie Bachtell ; Ken Amann
Subject: RE: Escrow Instructions
Scott,
I have received the fully executed Escrow Agreement. Thank you.
I am coordinating with our CFO to arrange the transfers.
John
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From: Scott Linsky
Sent: Thursday, March1,2018 9:05:17 AM
To: John Figone
Subject: RE: Escrow Instructions
John:
Please confirm you received the signatures via docusign and please advise regarding wiring of funds.
1
CONFIDENTIAL D012996
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
Best,
Scott
Scott E. Linsky
Counsel
BROOKMAN
101 Wood Avenue South | Woodbridge, New Jersey 08830
tel732 395 4400 | direct
732 395 4408 | fax732 395 4401
website | rrnail
| VCard |Biography |year In Review
Notice:
Confidentiality Thise-mailis intendedonlyfor theperson or entity
to
which it is addressed
and may containinformation thatis privileged,
confidentia!
or otherwiseprotected from disclosure.
If youhavereceived thise-mailin error,
pleasenotifyLucosky Brookman LLP by returne-mailand destroythe original
message and all copies
thereof.
Circular230 Notice:
To ensure compliance withTreasury regulationsregarding
practicebeforethe IRS, weinform you that,unlessexpresslystatedotherwise,
any federaltaxadvicecontained in this
commeRation was not intendedor
writtento be used,and cannot be used,by any taxpayerforthe purpose of (i)
avoidingpenaltiesthatmay be imposed on thetaxpayer under UnitedStates
federaltaxlaw, or (ii) promoting,
marketing or recGmmanding to another party
any tax-related
matters addressed herein.
From: John Figone [maijto;iohnf@crescolabs.com]
Sent: Wednesday, February 28, 2018 1:54 PM
To: Susan Yoss
Cc: Sirota Eric ; Charlie Bachtell ; Ken Amann ;
Joseph Lucosky ; Scott Linsky
Subject: Re: Escrow Instructions
All,
The outstanding issue with the Escrow Agreement has been satisfactorily resolved, pending approval
from Scott's supervising partner (which I do not anticipate yo be a problem).
I will confirm as soon as I receive confirmation from Lucosky Brookman.
Regards,
John J. Figone
General Counsel
Cresco Labs, LLC
2
CONFIDENTIAL D012997
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
Managing Director
Cresco Labs California, LLC
350 Rhode Island Street, Suite 240
San Francisco, California 94102
tel.:(4151767-3644
mobile: Redacted
email: jolmf@crescolabs.com
www.crescolabs.com
See our video:
https;[&imeo comf 6953&836/06fd39a68b
ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan electronic communication within the meaning of the
Electronic Communications Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the senderof this message.This communication may
contain confidential and privileged material for the soleuse of the intended recipient, and receipt by anyoneother than the intended recipient doesnot constitute a loss of the
confidential or privileged nature of the communication. Any review or di±i'-n±n
by others is strictly prohibited. If you are not the intended recipient, pleasecontact the senderby
return electronic mail and delete all copiesof this communication. Thank you.
IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice containedin this
ce--unication
(including any attachments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder
the U.S. Internal RevenueCode or (2) promoting, marketing or recommenh3
to another party any tax-related matters addressed
herein.
d Please consider the environment before printing thise-mail
From: John Figone
Sent: Wednesday, February 28, 2018 10:13 AM
To: Susan Yoss
Cc: Sirota Eric; Charlie Bachtell; Ken Amann; Joseph Lucosky; Scott Linsky
Subject: Re: Escrow Instructions
Thanks. Will do.
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
3
CONFIDENTIAL D012998
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
mobile::
email: johnf@crescolabs.com
WWW
See our video:
httos://vimeo.com/169534836/061d39a68b
ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan electronic communication within the meaning of the
Electronic Communications Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the senderof this message.This communication may
contain confidential and privileged material for the soleuse of the intended recipient, and receipt by anyoneother than the intended recipient doesnot constitute a loss of the
confidential or privileged nature of the communication. Any review or distrit:±i::
by others is strictly prohibited. If you are not the intended recipient, pleasecontact the senderby
return electronic mail and delete all copiesof this communication. Thank you.
IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice containedin this
communication (including any attachments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder
the U.S. Internal RevenueCode or (2) promoting, marketing or rece---hs
to another party any tax-related matters addressed
herein.
d Please consider the environment before printing thise-mail
_____________________________ _____________________________
From: Susan Yoss
Sent: Wednesday, February 28, 2018 10:12:33 AM
To: John Figone
Cc: Sirota Eric; Charlie Bachtell; Ken Amann; Joseph Lucosky; Scott Linsky
Subject: Fwd: Escrow Instructions
Hello John,
See response below from our counsel to your suggested change to the Escrow Agreement. It would be
good if you would contact Scot Linsky directly to finalize the escrow agreement, which hopefully can
be done today.
Best,
Susan
Susan Yoss
Co-CEO
Fiorello Pharmaceuticals
12 East 49th Street - 11th Fl.
New York, NY 10017
917-488-5148
Begin forwarded message:
From: Scott Linsky
Subject: RE: Escrow Instructions
Date: February 28, 2018 at 12:42:11 PM EST
To: Susan Yoss , Joseph Lucosky
Cc: Sirota Eric
4
CONFIDENTIAL D012999
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
Susan:
As we discussed, the change proposed by Buyer does not work. The provision in question is
customary, as the Escrow Agent should not be forced to, and would not agree to, carry the risk of
paying legal fees in connection with the Escrow Agreement. As currently drafted (without such
change, provided below for convenience), the language already addresses good faith, which should
suffice in these circumstances.
The Escrow Agent may consult with counsel of itsown choice (and the costs of such counsel shall be paid by
the Principals) and Escrow Agent shall have full and complete authorization and protection for any action taken
or suffered by ithereunder in good faith and in accordance with the opinion of such counsel.
Please feel free to provide the above to the Buyer. I am available to discuss any further questions.
Best,
Scott
Scott E. Linsky
Counsel
LUCOSKY
BROOKMAN
101 Wood Avenue South | Woodbridge, New Jersey 08830
tel732 395 4400 | direct
732 395 4408 | fax732 395 4401
Website | Email| VCard | Biography| Year In Review
Notice:
Confidentiality Thise-mailis intendedonlyfor theperson or entity
to
which it is addressed
and may containinformation thatis privileged,
confidential
or otherwiseprotected from disclosure.
If youhavereceived thise-mailin error,
pleasenotifyLucosky Brookman LLP by returne-mailand destroythe original
message and all copies
thereof.
Circular230 Notice:
To ensure compliance withTreasury regulationsregarding
practicebeforethe IRS, weinform you that,unlessexpresslystatedotherwise,
any federaltaxadvicecontained in this
communication was not intendedor
writtento be used,and cannot be used,by any taxpayerforthe purpose of (i)
avoidingpenaltiesthatmay be imposed on thetaxpayer under UnitedStates
federaltaxlaw, or (ii) promoting,
marketing or recommending to another party
any tax-related
matters addressed herein.
..........................................................................................................................................................................................................................................................................................
From: Susan Yoss [mailto:susan@fpnys.com]
Sent: Wednesday, February 28, 2018 8:26 AM
To: Joseph Lucosky ; Scott Linsky
Cc: Sirota Eric
Subject: Fwd: Escrow Instructions
Please see comment below on escrow agreement. If you are fine with the change, please circulate an
execution copy and instructions for wire into the escrow account. We are meeting with them
tomorrow for diligence so would be great to get the funds in advance.
Thanks.
5
CONFIDENTIAL D013000
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
Susan
Susan Yoss
Co-CEO
Fiorello Pharmaceuticals
12 East 49th Street - 11th Fl.
New York, NY 10017
917-488-5148
Begin forwarded message:
From: John Figone
Subject: Escrow Instructions
Date: February 27, 2018 at 11:21:41 PM EST
To: Charlie Bachtell , Susan Yoss
Cc: Eric Sirota , Ken Amann
All:
I have one minor modification to Section I.E., wherein the Escrow Agent may consult its legal counsel
and the cost of such legal consultation is paid by the Principals. I added that the Escrow Agent must
first secure the consent from each of the Principals, which such consent will not be unreasonably
withheld.
I suspect in the highly unlikely circumstance where Escrow Agent would require significant outside
legal counsel a matter, the Principals would want to know about it beforehand and
regarding
consent before becoming obligated to remunerate the Escrow Agent's legal costs.
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:
email: johnf@grespolabs.gom
www.crescolabs.com
See our video:
https;[[vimeq.comf f 69534836/06)d39a68b
ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This corprn_tmicationconstitutesan electronic communication within the meaning of the
Electronic Communications Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the senderof this message.This communication may
contain confidential and privileged material for the soleuse of the intended recipient, and receipt by anyoneother than the intended recipient doesnot constitute a loss of the
6
CONFIDENTIAL D013001
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
confidential or privileged nature of the communication. Any review or di±it:±ic:
by others is strictly prohibited. If you are not the intended recipient, pleasecontact the senderby
return electronic mail and delete all copiesof this communication. Thank you.
IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice containedin this
communication (including any atta4_ments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder
the U.S. Internal RevenueCode or (2) promoting, marketing or recommending to anotherparty any tax-related matters addressed
herein.
d Please consider the environment before printing thise-mail
From: Charlie Bachtell
Sent: Tuesday, February 27, 2018 7:13 PM
To: Susan Yoss
Cc: John Figone; Eric Sirota; Ken Amann
Subject: Re: BNY Mellon Escrow Inquiry
Eric-sorry for not getting back to you today. The agenda looks good. We arrive tomorrow night.
John/Ken-are we good on the below?
Charles Bachtell
CEO and Co-Founder
CRESCOlabs
Redacted
On Feb 25, 2018, at 9:38 AM, Susan Yoss wrote:
Hi John,
Fiorello's outside counsel has agreed to serve as escrow agent for the Good Faith
Deposit. Please note that the LOI did not indicate that the deposit be held in trust.
Attached is a draft of the escrow agreement. Please let us know any comments. Itwould
be good if the agreement could be executed and funds transferred on Monday, as the
deposit was due upon the execution of the LOI.
Best,
Susan
Susan Yoss
Co-CEO
Fiorello Pharmaceuticals
12 East 49th Street - 11th Fl.
New York, NY 10017
917-488-5148
On Feb 21, 2018, at 1:16 PM, John Figone wrote:
7
CONFIDENTIAL D013002
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
Susan,
I am reaching out to my former law firm to see if they will be willing to act as escrow and
hold the funds/shares in its trust account.
Hopefully, I will get an answer today.
In the alternative, do you have any thoughts how we might proceed with the Good Faith
Payment.
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::
email: johnf@crescolabs.com
www.crescolabs.com
See our video:
Mps //vimeo comu69534836/061d39a68b
ATTORNEY-CLIENT PRIVLEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan electronic commenWion
within the meaning of the Electronic Ce--unMens
Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the
senderof this message.This communication may contain confidential and privileged material for the sole use of the intended recipient, and receipt by
anyoneother than the intendedrecipient doesnot constitute a loss of the confidential or privileged nature of the communication. Any review or distri'-stian
by othersis strictly prohibited. If you arenot the intended recipient, pleasecontact the senderby return electronic mail and deleteall copiesof this
communication. Thank you.
IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice
containedin this communication (including any attachments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof
(1) avoiding tax-related penaltiesunder the U.S. Internal RevenueCode or (2) promoting, marketing or recommending to another party any tax-
related matters addressed
herein.
d Please consider the environment before printing thise-mail
From: John Figone
Sent: Wednesday, February 21, 2018 1:54 AM
To: Susan Yoss
Cc: Susan Yoss; Charlie Bachtell; Eric Sirota; Ken Amann
Subject: Re: BNY Mellon Escrow Inquiry
That is certainly true. Perhaps we can use the trust account of local legal counsel,
instead.
8
CONFIDENTIAL D013003
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
I will follow up on this in the morning.
John J. Figone
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From: Susan Yoss
Sent: Tuesday, February 20, 2018 4:47:41 PM
To: John Figone
Cc: Susan Yoss; Charlie Bachtell; Eric Sirota; Ken Amann
Subject: Re: BNY Mellon Escrow Inquiry
Hi John,
We have been unsuccessful in opening an escrow account. As you know, banking is not
easy in the cannabis industry.
Susan
Susan Yoss
917-488-5148
On Feb 20, 2018, at 7:40 PM, John Figone wrote:
Drat (see below). I was under the impression that we'd be a permissible
client. Susan, Eric who do you use for escrow services in New York?
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: • - -
email: jo mt alcrescolats.com
www.crescolabs.com
See our video:
https;gvimep com/L69534836/06fd39a68h
ATTORNEY-CLIENT PRIVLEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan
ication within the meaning of the Electronic Communications Privacy Act, 18U.S.C. 2510, and its disclosureis
electronic comm
strictly limited to the recipient intended by the senderof this message.This cem-neCen
may contain confidential andprivileged
material for the soleuse of the intended recipient, and receipt by anyone otherthan the intended recipient doesnot constitute a loss
of the confidential or privileged nature of the cGiiiiiisiiicatiati. Any review or di±ibution
by othersis strictly prohibited. If you are
not the intended recipient, pleasecontact the senderby return electronic mail and delete all copiesof this comm1mination.Thank
you.
IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform
you that any tax advice contained in this communication (including any attachments)is not intended or written to be used, and
9
CONFIDENTIAL D013004
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder the U.S. Internal RevenueCode or (2)
promoting, marketing or recommending to another party any tax-related matters addressed
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d Please consider the environment before printing thise-mail
-----------------------------------
From: Casey, Timothy W
Sent: Tuesday, February 20, 2018 3:57 PM
To: John Figone
Cc: Meintyre, Robert F
Subject: RE: BNY Mellon Escrow Inquiry
Hi John,
I finally heard back from my know your customer compliance group. The
Company does not do business with entities that are associated with the
cannabis industry, per Global Policy at this time.
We appreciate you reaching out and good luck with the transaction.
Tim
Sent with BlackBerry Work
(wwwhlackberry com)
................................................................................................................................................................................................................
From: Casey, Timothy W
Date: Tuesday, Feb 20, 2018, 5:o7 PM
To: johnf@crescolabs.com
Cc: Meintyre, Robert F
Subject: BNY Mellon Escrow Inquiry
Hi John,
Thank you for your time today and for the voice mail. Unfortunately at
this time I do not have responses back from our compliance, risk and legal
folks on whether or not we would be able to handle this M/A escrow
transaction at this time for these types of contracting parties. Once I have
clear guidance I will advise, but until I get that, I will not be able to provide
our boiler plate escrow agreement, KYC needs and or fees.
I should hopefully have something in the AM. Apologies for the delay.
Thanks again for your time.
W. Vice President - Manager - Escrow Services - BNY Mellon
Timothy Casey, Group Specialty
Corporate Trust
- Tel212.815.3191 - timothy.casey@bnymellon.com
10
CONFIDENTIAL D013005
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022
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CONFIDENTIAL D013006
Preview
FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 EXHIBIT 15 February 20, 2018 to March 1, 2018 email exchange showing Cresco’s efforts to timely make the good faith payment Index No. 652343/2018 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 From: Ken Amann Sent: Thursday, March 01, 2018 03:11 PM To: John Figone; Scott Linsky Cc: Charlie Bachtell; Susan Yoss; Sirota Eric Subject: RE: Escrow Instructions All, Both wire transfers have been comp|éted. Best regards, Ken Ken Amann, CPA | Chief Financial Officer 520 W. Erie Street | Suite 220 | Chicago, IL 60654 Mobile: Redacted http;//crescolabs.com/ See our video: https:/fvimeo.comf169534836[061d39a68b From: John Figone Sent: Thursday, March 01, 2018 12:00 PM To: Scott Linsky Cc: Charlie Bachtell ; Ken Amann Subject: RE: Escrow Instructions Scott, I have received the fully executed Escrow Agreement. Thank you. I am coordinating with our CFO to arrange the transfers. John Get Outlook for Android From: Scott Linsky Sent: Thursday, March1,2018 9:05:17 AM To: John Figone Subject: RE: Escrow Instructions John: Please confirm you received the signatures via docusign and please advise regarding wiring of funds. 1 CONFIDENTIAL D012996 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 Best, Scott Scott E. Linsky Counsel BROOKMAN 101 Wood Avenue South | Woodbridge, New Jersey 08830 tel732 395 4400 | direct 732 395 4408 | fax732 395 4401 website | rrnail | VCard |Biography |year In Review Notice: Confidentiality Thise-mailis intendedonlyfor theperson or entity to which it is addressed and may containinformation thatis privileged, confidentia! or otherwiseprotected from disclosure. If youhavereceived thise-mailin error, pleasenotifyLucosky Brookman LLP by returne-mailand destroythe original message and all copies thereof. Circular230 Notice: To ensure compliance withTreasury regulationsregarding practicebeforethe IRS, weinform you that,unlessexpresslystatedotherwise, any federaltaxadvicecontained in this commeRation was not intendedor writtento be used,and cannot be used,by any taxpayerforthe purpose of (i) avoidingpenaltiesthatmay be imposed on thetaxpayer under UnitedStates federaltaxlaw, or (ii) promoting, marketing or recGmmanding to another party any tax-related matters addressed herein. From: John Figone [maijto;iohnf@crescolabs.com] Sent: Wednesday, February 28, 2018 1:54 PM To: Susan Yoss Cc: Sirota Eric ; Charlie Bachtell ; Ken Amann ; Joseph Lucosky ; Scott Linsky Subject: Re: Escrow Instructions All, The outstanding issue with the Escrow Agreement has been satisfactorily resolved, pending approval from Scott's supervising partner (which I do not anticipate yo be a problem). I will confirm as soon as I receive confirmation from Lucosky Brookman. Regards, John J. Figone General Counsel Cresco Labs, LLC 2 CONFIDENTIAL D012997 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 Managing Director Cresco Labs California, LLC 350 Rhode Island Street, Suite 240 San Francisco, California 94102 tel.:(4151767-3644 mobile: Redacted email: jolmf@crescolabs.com www.crescolabs.com See our video: https;[&imeo comf 6953&836/06fd39a68b ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan electronic communication within the meaning of the Electronic Communications Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the senderof this message.This communication may contain confidential and privileged material for the soleuse of the intended recipient, and receipt by anyoneother than the intended recipient doesnot constitute a loss of the confidential or privileged nature of the communication. Any review or di±i'-n±n by others is strictly prohibited. If you are not the intended recipient, pleasecontact the senderby return electronic mail and delete all copiesof this communication. Thank you. IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice containedin this ce--unication (including any attachments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder the U.S. Internal RevenueCode or (2) promoting, marketing or recommenh3 to another party any tax-related matters addressed herein. d Please consider the environment before printing thise-mail From: John Figone Sent: Wednesday, February 28, 2018 10:13 AM To: Susan Yoss Cc: Sirota Eric; Charlie Bachtell; Ken Amann; Joseph Lucosky; Scott Linsky Subject: Re: Escrow Instructions Thanks. Will do. 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 3 CONFIDENTIAL D012998 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 mobile:: email: johnf@crescolabs.com WWW See our video: httos://vimeo.com/169534836/061d39a68b ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan electronic communication within the meaning of the Electronic Communications Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the senderof this message.This communication may contain confidential and privileged material for the soleuse of the intended recipient, and receipt by anyoneother than the intended recipient doesnot constitute a loss of the confidential or privileged nature of the communication. Any review or distrit:±i:: by others is strictly prohibited. If you are not the intended recipient, pleasecontact the senderby return electronic mail and delete all copiesof this communication. Thank you. IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice containedin this communication (including any attachments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder the U.S. Internal RevenueCode or (2) promoting, marketing or rece---hs to another party any tax-related matters addressed herein. d Please consider the environment before printing thise-mail _____________________________ _____________________________ From: Susan Yoss Sent: Wednesday, February 28, 2018 10:12:33 AM To: John Figone Cc: Sirota Eric; Charlie Bachtell; Ken Amann; Joseph Lucosky; Scott Linsky Subject: Fwd: Escrow Instructions Hello John, See response below from our counsel to your suggested change to the Escrow Agreement. It would be good if you would contact Scot Linsky directly to finalize the escrow agreement, which hopefully can be done today. Best, Susan Susan Yoss Co-CEO Fiorello Pharmaceuticals 12 East 49th Street - 11th Fl. New York, NY 10017 917-488-5148 Begin forwarded message: From: Scott Linsky Subject: RE: Escrow Instructions Date: February 28, 2018 at 12:42:11 PM EST To: Susan Yoss , Joseph Lucosky Cc: Sirota Eric 4 CONFIDENTIAL D012999 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 Susan: As we discussed, the change proposed by Buyer does not work. The provision in question is customary, as the Escrow Agent should not be forced to, and would not agree to, carry the risk of paying legal fees in connection with the Escrow Agreement. As currently drafted (without such change, provided below for convenience), the language already addresses good faith, which should suffice in these circumstances. The Escrow Agent may consult with counsel of itsown choice (and the costs of such counsel shall be paid by the Principals) and Escrow Agent shall have full and complete authorization and protection for any action taken or suffered by ithereunder in good faith and in accordance with the opinion of such counsel. Please feel free to provide the above to the Buyer. I am available to discuss any further questions. Best, Scott Scott E. Linsky Counsel LUCOSKY BROOKMAN 101 Wood Avenue South | Woodbridge, New Jersey 08830 tel732 395 4400 | direct 732 395 4408 | fax732 395 4401 Website | Email| VCard | Biography| Year In Review Notice: Confidentiality Thise-mailis intendedonlyfor theperson or entity to which it is addressed and may containinformation thatis privileged, confidential or otherwiseprotected from disclosure. If youhavereceived thise-mailin error, pleasenotifyLucosky Brookman LLP by returne-mailand destroythe original message and all copies thereof. Circular230 Notice: To ensure compliance withTreasury regulationsregarding practicebeforethe IRS, weinform you that,unlessexpresslystatedotherwise, any federaltaxadvicecontained in this communication was not intendedor writtento be used,and cannot be used,by any taxpayerforthe purpose of (i) avoidingpenaltiesthatmay be imposed on thetaxpayer under UnitedStates federaltaxlaw, or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein. .......................................................................................................................................................................................................................................................................................... From: Susan Yoss [mailto:susan@fpnys.com] Sent: Wednesday, February 28, 2018 8:26 AM To: Joseph Lucosky ; Scott Linsky Cc: Sirota Eric Subject: Fwd: Escrow Instructions Please see comment below on escrow agreement. If you are fine with the change, please circulate an execution copy and instructions for wire into the escrow account. We are meeting with them tomorrow for diligence so would be great to get the funds in advance. Thanks. 5 CONFIDENTIAL D013000 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 Susan Susan Yoss Co-CEO Fiorello Pharmaceuticals 12 East 49th Street - 11th Fl. New York, NY 10017 917-488-5148 Begin forwarded message: From: John Figone Subject: Escrow Instructions Date: February 27, 2018 at 11:21:41 PM EST To: Charlie Bachtell , Susan Yoss Cc: Eric Sirota , Ken Amann All: I have one minor modification to Section I.E., wherein the Escrow Agent may consult its legal counsel and the cost of such legal consultation is paid by the Principals. I added that the Escrow Agent must first secure the consent from each of the Principals, which such consent will not be unreasonably withheld. I suspect in the highly unlikely circumstance where Escrow Agent would require significant outside legal counsel a matter, the Principals would want to know about it beforehand and regarding consent before becoming obligated to remunerate the Escrow Agent's legal costs. 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: email: johnf@grespolabs.gom www.crescolabs.com See our video: https;[[vimeq.comf f 69534836/06)d39a68b ATTORNEY-CLIENT PRIVILEGED; DO NOT FORWARD WITHOUT PERMISSION This corprn_tmicationconstitutesan electronic communication within the meaning of the Electronic Communications Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the senderof this message.This communication may contain confidential and privileged material for the soleuse of the intended recipient, and receipt by anyoneother than the intended recipient doesnot constitute a loss of the 6 CONFIDENTIAL D013001 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 confidential or privileged nature of the communication. Any review or di±it:±ic: by others is strictly prohibited. If you are not the intended recipient, pleasecontact the senderby return electronic mail and delete all copiesof this communication. Thank you. IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice containedin this communication (including any atta4_ments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder the U.S. Internal RevenueCode or (2) promoting, marketing or recommending to anotherparty any tax-related matters addressed herein. d Please consider the environment before printing thise-mail From: Charlie Bachtell Sent: Tuesday, February 27, 2018 7:13 PM To: Susan Yoss Cc: John Figone; Eric Sirota; Ken Amann Subject: Re: BNY Mellon Escrow Inquiry Eric-sorry for not getting back to you today. The agenda looks good. We arrive tomorrow night. John/Ken-are we good on the below? Charles Bachtell CEO and Co-Founder CRESCOlabs Redacted On Feb 25, 2018, at 9:38 AM, Susan Yoss wrote: Hi John, Fiorello's outside counsel has agreed to serve as escrow agent for the Good Faith Deposit. Please note that the LOI did not indicate that the deposit be held in trust. Attached is a draft of the escrow agreement. Please let us know any comments. Itwould be good if the agreement could be executed and funds transferred on Monday, as the deposit was due upon the execution of the LOI. Best, Susan Susan Yoss Co-CEO Fiorello Pharmaceuticals 12 East 49th Street - 11th Fl. New York, NY 10017 917-488-5148 On Feb 21, 2018, at 1:16 PM, John Figone wrote: 7 CONFIDENTIAL D013002 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 Susan, I am reaching out to my former law firm to see if they will be willing to act as escrow and hold the funds/shares in its trust account. Hopefully, I will get an answer today. In the alternative, do you have any thoughts how we might proceed with the Good Faith Payment. 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:: email: johnf@crescolabs.com www.crescolabs.com See our video: Mps //vimeo comu69534836/061d39a68b ATTORNEY-CLIENT PRIVLEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan electronic commenWion within the meaning of the Electronic Ce--unMens Privacy Act, 18 U.S.C. 2510, andits disclosureis strictly limited to the recipient intended by the senderof this message.This communication may contain confidential and privileged material for the sole use of the intended recipient, and receipt by anyoneother than the intendedrecipient doesnot constitute a loss of the confidential or privileged nature of the communication. Any review or distri'-stian by othersis strictly prohibited. If you arenot the intended recipient, pleasecontact the senderby return electronic mail and deleteall copiesof this communication. Thank you. IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice containedin this communication (including any attachments)is not intended or written to be used, and cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder the U.S. Internal RevenueCode or (2) promoting, marketing or recommending to another party any tax- related matters addressed herein. d Please consider the environment before printing thise-mail From: John Figone Sent: Wednesday, February 21, 2018 1:54 AM To: Susan Yoss Cc: Susan Yoss; Charlie Bachtell; Eric Sirota; Ken Amann Subject: Re: BNY Mellon Escrow Inquiry That is certainly true. Perhaps we can use the trust account of local legal counsel, instead. 8 CONFIDENTIAL D013003 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 I will follow up on this in the morning. John J. Figone Get Outlook for Android From: Susan Yoss Sent: Tuesday, February 20, 2018 4:47:41 PM To: John Figone Cc: Susan Yoss; Charlie Bachtell; Eric Sirota; Ken Amann Subject: Re: BNY Mellon Escrow Inquiry Hi John, We have been unsuccessful in opening an escrow account. As you know, banking is not easy in the cannabis industry. Susan Susan Yoss 917-488-5148 On Feb 20, 2018, at 7:40 PM, John Figone wrote: Drat (see below). I was under the impression that we'd be a permissible client. Susan, Eric who do you use for escrow services in New York? 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: • - - email: jo mt alcrescolats.com www.crescolabs.com See our video: https;gvimep com/L69534836/06fd39a68h ATTORNEY-CLIENT PRIVLEGED; DO NOT FORWARD WITHOUT PERMISSION This communication constitutesan ication within the meaning of the Electronic Communications Privacy Act, 18U.S.C. 2510, and its disclosureis electronic comm strictly limited to the recipient intended by the senderof this message.This cem-neCen may contain confidential andprivileged material for the soleuse of the intended recipient, and receipt by anyone otherthan the intended recipient doesnot constitute a loss of the confidential or privileged nature of the cGiiiiiisiiicatiati. Any review or di±ibution by othersis strictly prohibited. If you are not the intended recipient, pleasecontact the senderby return electronic mail and delete all copiesof this comm1mination.Thank you. IRS CIRCULAR 230 NOTICE To ensurecompliance with requirementsimposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments)is not intended or written to be used, and 9 CONFIDENTIAL D013004 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 cannotbe used,by any taxpayer for the purposesof (1) avoiding tax-related penaltiesunder the U.S. Internal RevenueCode or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. d Please consider the environment before printing thise-mail ----------------------------------- From: Casey, Timothy W Sent: Tuesday, February 20, 2018 3:57 PM To: John Figone Cc: Meintyre, Robert F Subject: RE: BNY Mellon Escrow Inquiry Hi John, I finally heard back from my know your customer compliance group. The Company does not do business with entities that are associated with the cannabis industry, per Global Policy at this time. We appreciate you reaching out and good luck with the transaction. Tim Sent with BlackBerry Work (wwwhlackberry com) ................................................................................................................................................................................................................ From: Casey, Timothy W Date: Tuesday, Feb 20, 2018, 5:o7 PM To: johnf@crescolabs.com Cc: Meintyre, Robert F Subject: BNY Mellon Escrow Inquiry Hi John, Thank you for your time today and for the voice mail. Unfortunately at this time I do not have responses back from our compliance, risk and legal folks on whether or not we would be able to handle this M/A escrow transaction at this time for these types of contracting parties. Once I have clear guidance I will advise, but until I get that, I will not be able to provide our boiler plate escrow agreement, KYC needs and or fees. I should hopefully have something in the AM. Apologies for the delay. Thanks again for your time. W. Vice President - Manager - Escrow Services - BNY Mellon Timothy Casey, Group Specialty Corporate Trust - Tel212.815.3191 - timothy.casey@bnymellon.com 10 CONFIDENTIAL D013005 FILED: NEW YORK COUNTY CLERK 01/19/2022 06:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 574 RECEIVED NYSCEF: 01/19/2022 Your feedback is important to us. If you'd like to provide your feedback, please click on the client feedback button below. The information contained in this e-mail, and any attachment, is confidential and is intended solely for the use of the intended recipient. Access, copying or re-use of the e-mail or any attachment, or any information contained therein, by any other person is not authorized. If you are not the intended recipient please return the e-mail to the sender and delete it from your computer. Although we attempt to sweep e-mail and attachments for viruses, we do not guarantee that either are virus-free and accept no liability for any damage sustained as a result of viruses. 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