Preview
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022
Exhibit Z
March 22-23, 2018 Emails Among Cresco, Fiorello, And Their Transactional
Counsel Regarding Cresco’s DOH Approval Related Questions
Index No. 652343/2018 Motion Seq. No. 12
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022
From: John Figone [johnf@crescolabs.com]
Sent: 3/22/2018 12:34:00 PM
To: John Figone [johnf@crescolabs.com]; Charlie Bachtell [charlesb@crescolabs.com]; Erin Alexander
[erina@crescolabs.com]; Katherine B. Lewis [klewis@muchshelist.com}; Bob Morgan [RMorgan@muchshelist.com];
Eric Sirota [eric@fpnys.com]; Susan Yoss [susan@fpnys.com]; Scott Linsky [slinsky@lucbro.com]
Subject: Fiorello Pharmaceuticals, Inc. / Cresco Labs New York, LLC Conference call
Location: Call-in: (312) 546-7560; PIN: 442074
Start: 3/22/2018 2:00:00 PM
End: 3/22/2018 3:00:00 PM
Show Time As: Tentative
Recurrence: (none)
RGqüirGd Charlie Bachtell; Erin Alexander; Katherine B. Lewis; Bob Morgan; Eric Sirota; Susan Yoss; Scott Linsky
Attendees:
Call scheduled for 3:00 p.m.
Call-in No.: (312) 546-7560
PIN: 442074#
Issues to discuss:
"Owner"
1. Who is an under NYDOH regulations. Do we need to disclose Appendix A
information for each and every owner? Or might we be able to satisfy the NYDOH with such
information on the (7) Cresco principals?
2. How do we structure the Fiorello/Cresco transaction so as to accommodate the NYDOH in its
approval of the deal?
3. Depending on the answers to #1 and #2, above, we would like to discuss the availability of the
page"
tax deferred structure and to ensure that everyone is "on the same with the definitive
agreement and the deal structure.
EXHIBIT
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00000322
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022
From: Eric Sirota [eric@fpnys.com]
Sent: 3/23/2018 10:06:05 AM
To: Katherine B. Lewis [klewis@muchshelist.com]
CC: John Figone [johnf@crescolabs.com]; Susan Yoss [susan.yoss@fiorellopharm.com]; Scott Linsky
[slinsky@lucbro.com]; Charlie Bachtell [charlesb@crescolabs.com]; Bob Morgan [RMorgan@muchshelist.com]; Erin
Alexander [erina@crescolabs.com]
Subject: Re: Telephone call today [IWOV-MS1.FID499011]
All,
I have slightly rephrased the questions below and added one additional question on section 18 of the affidavit. I
have sent these questions this morning to Amy at the DOH. The email I sent can be found in the DOH email
correspondence section in the dropbox. I know that Amy is out of the office until Tuesday....so we should
expect an answer mid-week.
Thanks,
Eric
Eric Sirota
Co-CEO
Fiorello Pharmaceuticals
12 East 49th Street - 11th Floor
New York, NY 10017
917-880-7695
On Mar 22, 2018, at 6:06 PM, Katherine B. Lewis wrote:
Susan and Eric,
We really appreciate your time and insight today. As discussed, below are our proposed general
questions to send to the Department of Health. Please let us know your thoughts/comments.
A"
1. If an applicant is funded or in part by debt, does the Department
in whole require "Appendix
information on the lender? Do the requirements change if the debt is held by a commercial lender?
2. If a significant ownership stake in an applicant is held in the fonn of an option or a warrant, does the
A"
Department require "Appendix information on the option holder or warrant holder?
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
Visit our website at www.muchshelist.com
Member of Ally Law
Please consider the environment before printing this email.
. EXHIBIT
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER .0 CRES00002865
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022
From: .John Figone [mailto:johnf@crescolabs.com]
Sent: Thursday, March 22, 2018 11:18 AM
To: Eric Sirota; Susan Yoss
Cc: Katherine B. Lewis; Scott Linsky; Charlie Bachtell; Bob Morgan; Erin Alexander
Subject: Telephone call today
Hello Eric and Susan,
Typically, I would not contact you directly without first going through your cotmsel, but
Charlie asked that I do so.
I would like to have a brief call with you (and your counsel, of course, if you like) to
discuss your knowledge of the NYDOH's information/background check requirements
for owners.
Does New York have a threshold of minimal ownership that requires
an information/background check? Or is every owner, irrespective of the percentage of
its ownership, required to provide such information?
This issue may impact Cresco's ability to afford tax deferred status on those shares
received by Fiorello shareholders in lieu of cash from the initial $10 million (less offsets)
payment.
And, depending on the depth of such disclosure, it may also affect the speed with which
we can Close (though we can execute the definitive agreements and have a condition to
Closing requiring the final approvals from the NYDOH).
We feel the more conservative path would be to consult with you first. If we cannot
reach a satisfactory solution among ourselves, we would next consider reaching out to
the NYDOH for guidance.
Please let me know if you have any available time for a conference call today. If so,
please also advise who you would like to have participate in the call (so call-in
information can be forwarded to their attention). 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.: (4151 6 -3fiM
mobile::
cmail: johnf crescolabs.com
www.crescolabs.com
See ourvideo:
htios://vimeo.com/169534836/061rl39a68b
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00002866
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022
ATTORNEY-CLIENT PRIV1LEGED;DO NOT FORWARDWITHOUT PERMISSION This communicationconstitutesanclectroniccommunication
within the meaningof the ElectronicCommunicationsPrivacyAct, 18U.S.C.2510, andits disclosureis strictly limitedto the recipientintendedby the
senderof this message.This communicationmay containconfidentialandprivilegedmaterialfor thesoleuseof theintendedrecipient,andreceiptby
anyoneotherthantheintendedrecipientdoesnot constitutea lossof theconfidentialor privilegednatureof thecommunication.Any reviewor distribution
by othersis strictly prohibited.If you arenot theintendedrecipient,pleasecontactthe senderby returnelectronicmail anddeleteall copiesof this
communication.Thankyou.
IRSCIRCULAR 230NOTICE To ensurecompliancewith requirementsimposedby theU.S.IntemalRevenueService,we inform you that any tax advice
containedin this communication(including anyattachments)is not intendedor written to be used,andcannotbe used,by any taxpayerfor thepurposesof
(1) avoiding tax-relatedpenaltiesunderthe U.S.InternalRevenueCodeor (2) promoting,marketingor recommendingto anotherpartyany tax-
relatedmatters addressed herein.
Please consider the environment before printing this e-mail
From: Eric Sirota
Sent: Thursday, March 1, 2018 5:56 AM
To: Charlie Bachtell; Ken Amann; John Figone
Cc: Susan Yoss
Subject: Escrow Account Instructions
-.----~.--.--~_.-.~.,-.----..--.---.-----.-.-._____~.--~_---.---...------...___
The information contained in this email communication 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
that any review, dissemination, distribution, or copying of the message is strictly prohibited. If you have received this transmission in
error, please notify us immediately by telephone and/or reply email.
CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STlPULATION AND ORDER CRES00002867
Preview
FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022 Exhibit Z March 22-23, 2018 Emails Among Cresco, Fiorello, And Their Transactional Counsel Regarding Cresco’s DOH Approval Related Questions Index No. 652343/2018 Motion Seq. No. 12 FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022 From: John Figone [johnf@crescolabs.com] Sent: 3/22/2018 12:34:00 PM To: John Figone [johnf@crescolabs.com]; Charlie Bachtell [charlesb@crescolabs.com]; Erin Alexander [erina@crescolabs.com]; Katherine B. Lewis [klewis@muchshelist.com}; Bob Morgan [RMorgan@muchshelist.com]; Eric Sirota [eric@fpnys.com]; Susan Yoss [susan@fpnys.com]; Scott Linsky [slinsky@lucbro.com] Subject: Fiorello Pharmaceuticals, Inc. / Cresco Labs New York, LLC Conference call Location: Call-in: (312) 546-7560; PIN: 442074 Start: 3/22/2018 2:00:00 PM End: 3/22/2018 3:00:00 PM Show Time As: Tentative Recurrence: (none) RGqüirGd Charlie Bachtell; Erin Alexander; Katherine B. Lewis; Bob Morgan; Eric Sirota; Susan Yoss; Scott Linsky Attendees: Call scheduled for 3:00 p.m. Call-in No.: (312) 546-7560 PIN: 442074# Issues to discuss: "Owner" 1. Who is an under NYDOH regulations. Do we need to disclose Appendix A information for each and every owner? Or might we be able to satisfy the NYDOH with such information on the (7) Cresco principals? 2. How do we structure the Fiorello/Cresco transaction so as to accommodate the NYDOH in its approval of the deal? 3. Depending on the answers to #1 and #2, above, we would like to discuss the availability of the page" tax deferred structure and to ensure that everyone is "on the same with the definitive agreement and the deal structure. EXHIBIT CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00000322 FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022 From: Eric Sirota [eric@fpnys.com] Sent: 3/23/2018 10:06:05 AM To: Katherine B. Lewis [klewis@muchshelist.com] CC: John Figone [johnf@crescolabs.com]; Susan Yoss [susan.yoss@fiorellopharm.com]; Scott Linsky [slinsky@lucbro.com]; Charlie Bachtell [charlesb@crescolabs.com]; Bob Morgan [RMorgan@muchshelist.com]; Erin Alexander [erina@crescolabs.com] Subject: Re: Telephone call today [IWOV-MS1.FID499011] All, I have slightly rephrased the questions below and added one additional question on section 18 of the affidavit. I have sent these questions this morning to Amy at the DOH. The email I sent can be found in the DOH email correspondence section in the dropbox. I know that Amy is out of the office until Tuesday....so we should expect an answer mid-week. Thanks, Eric Eric Sirota Co-CEO Fiorello Pharmaceuticals 12 East 49th Street - 11th Floor New York, NY 10017 917-880-7695 On Mar 22, 2018, at 6:06 PM, Katherine B. Lewis wrote: Susan and Eric, We really appreciate your time and insight today. As discussed, below are our proposed general questions to send to the Department of Health. Please let us know your thoughts/comments. A" 1. If an applicant is funded or in part by debt, does the Department in whole require "Appendix information on the lender? Do the requirements change if the debt is held by a commercial lender? 2. If a significant ownership stake in an applicant is held in the fonn of an option or a warrant, does the A" Department require "Appendix information on the option holder or warrant holder? 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 Visit our website at www.muchshelist.com Member of Ally Law Please consider the environment before printing this email. . EXHIBIT CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER .0 CRES00002865 FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022 From: .John Figone [mailto:johnf@crescolabs.com] Sent: Thursday, March 22, 2018 11:18 AM To: Eric Sirota; Susan Yoss Cc: Katherine B. Lewis; Scott Linsky; Charlie Bachtell; Bob Morgan; Erin Alexander Subject: Telephone call today Hello Eric and Susan, Typically, I would not contact you directly without first going through your cotmsel, but Charlie asked that I do so. I would like to have a brief call with you (and your counsel, of course, if you like) to discuss your knowledge of the NYDOH's information/background check requirements for owners. Does New York have a threshold of minimal ownership that requires an information/background check? Or is every owner, irrespective of the percentage of its ownership, required to provide such information? This issue may impact Cresco's ability to afford tax deferred status on those shares received by Fiorello shareholders in lieu of cash from the initial $10 million (less offsets) payment. And, depending on the depth of such disclosure, it may also affect the speed with which we can Close (though we can execute the definitive agreements and have a condition to Closing requiring the final approvals from the NYDOH). We feel the more conservative path would be to consult with you first. If we cannot reach a satisfactory solution among ourselves, we would next consider reaching out to the NYDOH for guidance. Please let me know if you have any available time for a conference call today. If so, please also advise who you would like to have participate in the call (so call-in information can be forwarded to their attention). 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.: (4151 6 -3fiM mobile:: cmail: johnf crescolabs.com www.crescolabs.com See ourvideo: htios://vimeo.com/169534836/061rl39a68b CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STIPULATION AND ORDER CRES00002866 FILED: NEW YORK COUNTY CLERK 01/20/2022 01:35 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 644 RECEIVED NYSCEF: 01/20/2022 ATTORNEY-CLIENT PRIV1LEGED;DO NOT FORWARDWITHOUT PERMISSION This communicationconstitutesanclectroniccommunication within the meaningof the ElectronicCommunicationsPrivacyAct, 18U.S.C.2510, andits disclosureis strictly limitedto the recipientintendedby the senderof this message.This communicationmay containconfidentialandprivilegedmaterialfor thesoleuseof theintendedrecipient,andreceiptby anyoneotherthantheintendedrecipientdoesnot constitutea lossof theconfidentialor privilegednatureof thecommunication.Any reviewor distribution by othersis strictly prohibited.If you arenot theintendedrecipient,pleasecontactthe senderby returnelectronicmail anddeleteall copiesof this communication.Thankyou. IRSCIRCULAR 230NOTICE To ensurecompliancewith requirementsimposedby theU.S.IntemalRevenueService,we inform you that any tax advice containedin this communication(including anyattachments)is not intendedor written to be used,andcannotbe used,by any taxpayerfor thepurposesof (1) avoiding tax-relatedpenaltiesunderthe U.S.InternalRevenueCodeor (2) promoting,marketingor recommendingto anotherpartyany tax- relatedmatters addressed herein. Please consider the environment before printing this e-mail From: Eric Sirota Sent: Thursday, March 1, 2018 5:56 AM To: Charlie Bachtell; Ken Amann; John Figone Cc: Susan Yoss Subject: Escrow Account Instructions -.----~.--.--~_.-.~.,-.----..--.---.-----.-.-._____~.--~_---.---...------...___ The information contained in this email communication 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 that any review, dissemination, distribution, or copying of the message is strictly prohibited. If you have received this transmission in error, please notify us immediately by telephone and/or reply email. CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY STlPULATION AND ORDER CRES00002867