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 01/20/2022 01:11 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 627 RECEIVED NYSCEF: 01/20/2022
Exhibit I
March 1-2, 2018 Email Chain Among The Parties And Transactional Counsel,
Including March 2 Email From Cresco’s CEO Noting “Preliminary
Questions/Clarifications” On The Draft SPA
Index No. 652343/2018 Motion Seq. No. 12
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:11 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 627 RECEIVED NYSCEF: 01/20/2022
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 tügether 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 conditionsto 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
Fax 312.263.1668
charlesb@crescolabs.com | www.crescolabs.com
Lewis"
From: "Katherine B.
Date: Thursday, March 1, 2018 at 1:17 PM
"'slinsky@lucbro.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 footnoted 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 distributionof due diligence materials. Christopher Walker
at my firm willbe handling that part,so feelfree to reachout to him directlyon di|igenceitems. Also,
as an initial
matter, would you tellme whether Fiorellois ans-corp or ac-corp, and approximately how
many shareholders ithas?
Thanks, and I look
forward to working with you.
MS_000148
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:11 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 627 RECEIVED NYSCEF: 01/20/2022
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@muchshelist.com
Visitour website atwww.muchshelist.com
Member of Ally Law
Please consider the env!rrrrr-st before printingthis email.
From: .John Figone [mailto:johnf@crescolabs.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 agreemeñt. 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::
email:johnf@crescolabs.com
www.crescolabs.com
See our video:
https://vimeo.com/169534836/061d39a68b
MS_000149
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:11 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 627 RECEIVED NYSCEF: 01/20/2022
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