FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO.

650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

EXHIBIT A
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK – COMMERCIAL DIVISION

ASCEND WELLNESS HOLDINGS, INC. and AWH

NEW YORK, LLC,

Plaintiff, Index No. 650220/2022

v. Hon. Margaret Pui Yee Chan

NOTICE OF SUBPOENA
MEDMEN NY, INC., MM ENTERPRISES USA,
DUCES TECUM
LLC, PROJECT COMPASSION NY, LLC and
PROJECT COMPASSION CAPITAL, LLC,

Defendants.

PLEASE TAKE NOTICE that pursuant to Articles 23 and 31 of the New York Civil

Practice Law and Rules, the attached Subpoena Duces Tecum shall be served upon the New York

Office of the Governor in the form annexed hereto.

Dated: January 31, 2022 QUINN EMANUEL URQUHART

New York, New York & SULLIVAN, LLP

By: /s/Alex Spiro

Alex Spiro
Christopher Kercher
David Mader
51 Madison Avenue, 22nd Floor
New York, NY 10010
Telephone: (212) 849-7000
[email protected]
[email protected]
[email protected]

Attorneys for Defendants MedMen NY, Inc.,

MM Enterprises USA, LLC, Project
Compassion NY, LLC and Project
Compassion Capital, LLC.
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK – COMMERCIAL DIVISION

ASCEND WELLNESS HOLDINGS, INC. and AWH

NEW YORK, LLC,

Plaintiff, Index No. 650220/2022

v. Hon. Margaret Pui Yee Chan

NOTICE OF SUBPOENA
MEDMEN NY, INC., MM ENTERPRISES USA,
DUCES TECUM
LLC, PROJECT COMPASSION NY, LLC and
PROJECT COMPASSION CAPITAL, LLC,

Defendants.

To: Office of the Governor

State of New York
NYS Capitol Building
Albany, NY 12224

YOU ARE HEREBY COMMANDED, pursuant to Rules 3120 and 3101(a)(4) of the

Civil Practice Law and Rules of New York (“CPLR”), to produce at the offices of Quinn Emanuel

Urquhart & Sullivan, LLP, 51 Madison Avenue, 22nd Floor, New York, NY 10010 on 20 days

after the service of this subpoena, or such other time as may be agreed by the parties, the

documents and things within your custody, possession or control set forth in Schedule B annexed

hereto, in accordance with the Definitions and Instructions set forth in Schedule A. *

Disclosure is being sought from You because, upon information and belief, You possess

information that is material and necessary in the defense of this Action.

A copy of the Complaint for this Action is attached to this subpoena as Exhibit 1. A copy

of the Counterclaims and Answer for this Action is attached as Exhibit 2.

Failure to comply with this subpoena is punishable as a contempt of Court.

*
Defined terms shall have the meaning assigned to them in Schedule A.

2
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

Dated: January 31, 2022 QUINN EMANUEL URQUHART

New York, New York & SULLIVAN, LLP

By: /s/Alex Spiro

Alex Spiro
Christopher Kercher
David Mader
51 Madison Avenue, 22nd Floor
New York, NY 10010
Telephone: (212) 849-7000
[email protected]
[email protected]
[email protected]

Attorneys for Defendants MedMen NY, Inc.,

MM Enterprises USA, LLC, Project
Compassion NY, LLC and Project
Compassion Capital, LLC.

3
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

SCHEDULE A

Definitions

As used herein, the following terms shall have the meaning indicated below:

1. “Ascend” means Ascend Wellness Holdings, Inc. and/or AWH New York, LLC,

and their affiliates, predecessors, successors, assigns, divisions, business units, employees,

members, managers, partners, directors, agents, accountants, consultants, financial advisers,

attorneys, investigators, experts, representatives, and any other Persons acting or purporting to act

on their behalf.

2. “Communications” means any recorded act or instance whereby messages, data,

ideas, thoughts, beliefs, feelings, opinions, or any other information are transmitted orally,

visually, in writing, electronically, by telecopier or by any other means or media.

3. “Concern” or “Concerning,” mean describing, discussing, comprising,

constituting, containing, considering, embodying, evaluating, mentioning, pertaining,

memorializing, supporting, studying, analyzing, collaborating, demonstrating, proving,

evidencing, showing, refuting, disputing, rebutting, controverting, contradicting, made in

connection with or by reason of, or derived or arising therefrom.

4. “Document” shall be construed to the fullest extent under New York law and

means, without limitation, the original and all copies and translations of any information in any

written, recorded, electronic, or graphic form including all memoranda, notes, interoffice and

intraoffice communications, telegrams, telecopies, letters, reports, stenographic notes, bulletins,

notices, emails, text messages or other messaging-application messages, instant messages or other

electronic-chat messages, telephonic or personal communications, computer models, spreadsheets,

data, accounts, records, calendars, diaries, minutes, contracts or other legal papers, resolutions,

written policies or procedures, insurance policies, audio records, photographs, microform, film,

4
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

social media posts, and any electronically stored information stored in any medium including

computer backup devices in Your possession, custody, or control or the possession, custody, or

control of Your attorneys, agents, or other persons under Your control. Without limiting the

foregoing, “Document” includes any copy that differs in any respect from the original or other

versions of the document, such as copies containing notations, insertions, corrections, margin

notes, or any other variations.

5. “MedMen” means MedMen NY, Inc. and/or MM Enterprises USA, LLC, and their

affiliates, predecessors, successors, assigns, divisions, business units, employees, members,

managers, partners, directors, agents, accountants, consultants, financial advisers, attorneys,

investigators, experts, representatives, and any other Persons acting or purporting to act on their

behalf.

6. “Investment Agreement” means the Investment Agreement between MedMen and

Ascend dated February 25, 2021.

7. “Office of Cannabis Management” means the New York Office of Cannabis

Management and its affiliates, predecessors, successors, assigns, divisions, business units,

employees, members, managers, partners, directors, agents, accountants, consultants, financial

advisers, attorneys, investigators, experts, representatives, or any other Persons acting or

purporting to act on its behalf.

8. “Cannabis Control Board” means the Cannabis Control Board and its affiliates,

predecessors, successors, assigns, divisions, business units, employees, members, managers,

partners, directors, agents, accountants, consultants, financial advisers, attorneys, investigators,

experts, representatives, or any other Persons acting or purporting to act on its behalf. For

5
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

avoidance of doubt, Cannabis Control Board includes Tremaine Wright, Jessica Garcia, Reuben

McDaniel III, Adam W. Perry, Jen Metzger, and Chris Alexander.

9. “Office of the Governor” means the Office of the Governor of the State of New

York and its affiliates, predecessors, successors, assigns, divisions, business units, employees,

members, managers, partners, directors, agents, accountants, consultants, financial advisers,

attorneys, investigators, experts, representatives, or any other Persons acting or purporting to act

on its behalf, including but not limited to Governor Kathy Hochul and the entity Friends for Kathy

Hochul. For avoidance of doubt, the definition of Office of the Governor includes Governor

Andrew Cuomo and his affiliates during his tenure as Governor.

10. “Friends for Kathy Hochul” means the organization known as Friends for Kathy

and its parents, subsidiaries, affiliates, predecessors, successors, assigns, divisions, business units,

employees, members, managers, partners, directors, agents, accountants, consultants, financial

advisers, attorneys, investigators, experts, representatives, or any othe r Persons acting or

purporting to act on its behalf.

11. “New York State Officials” means any current or former representatives, officials,

or employees (including independent contractors) of any branch of the government of the State of

New York or any subdivision thereof, whether elected, appointed, or otherwise, or any other

Persons acting or purporting to act on their behalf. For avoidance of doubt, New York State

Officials includes the Office of the Governor.

12. “Department of Health” means the New York State Department of Health and its

affiliates, predecessors, successors, assigns, divisions, business units, employees, members,

managers, partners, directors, agents, accountants, consultants, financial advisers, attorneys,

investigators, experts, representatives, or any other Persons acting or purporting to act on its behalf.

6
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

13. “Requests for Change of Control” means the submissions made to the

Department of Health by MedMen NY, Inc., on January 22, 2021 and March 11, 2021, each titled

“MedMen NY Inc. (‘MedMen NY’) Request for Change of Control.”

14. “Conditional Resolution” means the Cannabis Control Board’s December 16,

2021 Resolution to Conditionally Approve the Change in Ownership of Registered Organization

MedMen NY, Inc., No. 2021-09.

15. “Times Union” means the Albany Times Union newspaper and its parents,

subsidiaries, affiliates, predecessors, successors, assigns, divisions, business units, employees,

members, managers, partners, directors, agents, accountants, consultants, financial advisers,

attorneys, investigators, experts, representatives, or any other Persons acting or purporting to act

on its behalf.

16. “Feuerstein Kulick” means Feuerstein Kulick LLP and its affiliates, predecessors,

successors, assigns, divisions, business units, employees, members, managers, partners, directors,

agents, accountants, consultants, financial advisers, attorneys, investigators, experts,

representatives, or any other Persons acting or purporting to act on its behalf.

17. “Greenberg Traurig” means Greenberg Traurig, LLP and its affiliates,

predecessors, successors, assigns, divisions, business units, employees, members, managers,

partners, directors, agents, accountants, consultants, financial advisers, attorneys, investigators,

experts, representatives, or any other Persons acting or purporting to act on its behalf.

18. “Person” means any natural person or any legal entity, including any business or

governmental entity or association.

19. “You” and “Your” refer to the Office of the Governor, as that term is defined

above.

7
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

Instructions

1. Unless otherwise indicated, the Documents requested to be inspected include all

Documents in Your possession, custody, or control. Without limiting the terms “possession,

custody, or control” as used in the preceding sentence, a Document is in Your possession, custody,

or control if You have actual possession or custody or the right to obtain the Document or a copy

thereof upon demand from one or more of Your employees, representatives, agents, attorneys,

assigns, affiliates, parents, subsidiaries, independent contractors, consultants, or any other person

or public or private entity that has actual physical possession thereof. In respect of email, the terms

“possession, custody, or control” include, without regard to the subdirectory path where store d:

(a) “deleted” emails that have not been permanently deleted, (b) “sent” emails, (c) “received”

emails, (d) emails stored in any personal accounts, and (e) any drafts of the foregoing that have

not been permanently deleted.

2. Produce each Document as it is kept in the usual course of business.

3. Select Documents from files and other sources and number such Documents so that

the source of each Document may be readily determined.

4. Produce file folders with tabs or labels intact with such Documents.

5. Produce complete electronic-file directories intact with such Documents.

6. Do not separate Documents attached to each other.

7. Produce each Document in its entirety, without abbreviation or redaction, and

include all attachments, transmittal sheets, notes, cover letters, exhibits, appendices, enclosures,

and all drafts and nonidentical copies of each Document. A Document with handwritten,

typewritten, or other notes or editing marks is nonidentical to one without such marks.

8
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

8. Produce Documents not otherwise responsive to a request if such Documents are

attached to, or enclosed with, any responsive Document. In respect of email, produce the email

and all attachments if either the email or any attachment is responsive.

9. Produce Documents not otherwise responsive to these requests if such Documents

mention, discuss, refer to, or explain the Documents that are called for by the requests, or if such

documents are attached to documents called for by these requests and constitute routing slips,

transmittal memoranda, letters, emails, comments, evaluations, or similar materials.

10. If You withhold any Document requested herein on the basis of any assertion of

privilege or other immunity from discovery, comply with the requirements of CPLR 3122(b).

11. If Your response to a particular request is a statement that You lack the ability to

comply with that request, specify whether the inability to comply is because the particular item or

category of information never existed; was destroyed, lost, misplaced, or stolen; or was never, or

is no longer, in Your possession, custody, or control. Provide the name and address of any Person

known or believed by You to have possession, custody, or control of that particular item or

category of information.

12. Production of any Document by another Person does not relieve You of Your

obligation to produce Your copy of the same Document, even if the two Documents are identical.

13. The singular includes the plural and vice versa. The words “and” and “or” are either

conjunctive or disjunctive so that the scope of any request is most inclusive. The words “all” and

“any” mean “any and all.” The word “including” means “including but not limited to.”

14. These requests are continuing. Supplement Your responses in the event You obtain

or discover additional information after any of Your responses.

15. Each request is independent. No request limits the scope of any other request.

9
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

SCHEDULE B

Requests For Production

Request No. 1

All Documents and Communications Concerning the December 8, 2021 fundraising event

arranged by Feuerstein Kulick as reported by the Times Union on December 23, 2021.

Request No. 2

All Documents and Communications identifying the attendees of the December 8, 2021

fundraising event arranged by Feuerstein Kulick as reported by the Times Union on December 23,

2021, including but not limited to any New York State Officials and including but not limited to

attendees affiliated with You.

Request No. 3

All Documents and Communications Concerning or identifying any Persons that m ade

contributions (monetary, in-kind, indirect, or otherwise) to You, or were solicited to make any

such contribution to You, in connection with the December 8, 2021 fundraising event as reported

by the Times Union on December 23, 2021.

Request No. 4

All Documents or Communications Concerning the December 23, 2021 Times Union

article “Lobbyists helped Hochul raise $10M. What are they getting back?” and the events

described therein.

Request No. 5

The email that provides that Feuerstein Kulick “was in touch with the ‘director of finance

for Hochul’s administration/campaign,’” as quoted in the December 23 , 2021 Times Union article

“Lobbyists helped Hochul raise $10M. What are they getting back?”

10
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

Request No. 6

All Communications between, and all Documents Concerning Communications between,

You and Ascend Concerning (i) the Requests for Change of Control, (ii) the Investment

Agreement, (iii) MedMen, (iv) the Conditional Resolution, (v) the Cannabis Control Board, (vi)

the Office of Cannabis Management, (vii) the Department of Health, and/or (viii) cannabis

licensing.

Request No. 7

Documents sufficient to identify all meetings (in person or electronic) and calls between

You and Ascend Concerning (i) the Requests for Change of Control, (ii) the Investment

Agreement, (iii) MedMen, (iv) the Conditional Resolution, (v) the Cannabis Control Board, (vi)

the Office of Cannabis Management, (vii) the Department of Health, and/or (vii) cannabis

licensing, including Documents sufficient to identify all attendees of such meetings or calls.

Request No. 8

All Documents and Communications Concerning all meetings (in person or electronic) and

calls between (i) New York State Officials and (ii) Ascend between January 1, 2021 and

January 13, 2022, including Documents sufficient to identify all attendees of such mee tings or

calls.

Request No. 9

All Communications between, and all Documents Concerning Communications between,

You and the Cannabis Control Board Concerning (i) the Requests for Change of Control, (ii) the

Investment Agreement, (iii) MedMen, (iv) the Conditional Resolution, and/or (v) Ascend.

11
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

Request No. 10

All Communications between, and all Documents Concerning Communications between,

You and the Office of Cannabis Management Concerning (i) the Requests for Change of Control,

(ii) the Investment Agreement, (iii) MedMen, (iv) the Conditional Resolution, and/or (v) Ascend.

Request No. 11

All Communications between, and all Documents Concerning Communications between,

You and Richard Zahnleuter Concerning (i) MedMen NY, Inc.’s Requests for Change of Control,

(ii) the Investment Agreement, (iii) MedMen, (iv) the Conditional Resolution, and/or (v) Ascend.

Request No. 12

All Communications between, and all Documents Concerning Communications between,

You and Feuerstein Kulick or Greenberg Traurig Concerning (i) the Requests for Change of

Control, (ii) the Investment Agreement, (iii) MedMen, (iv) the Conditional Resolution, (v) Ascend,

(vi) the Office of Cannabis Management, (vii) the Cannabis Control Board, (viii) the Department

of Health, and/or (ix) cannabis licensing, between January 11, 2021 and the present.

Request No. 13

All Communications between, and all Documents Concerning Communications between

You and T. Andrew Brown or Abner Kurtin Concerning (i) the Requests for Change of Control,

(ii) the Investment Agreement, (iii) MedMen, (iv) the Conditional Resolution, and/or (v) Ascend.

Request No. 14

All Communications between, and all Documents Concerning Communications between,

You and any Person Concerning (i) the Requests for Change of Control, (ii) the Investment

Agreement, (iii) MedMen, (iv) the Conditional Resolution, and/or (v) Ascend, between

December 1, 2021 and the present.

12
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

Request No. 15

All Documents and Communications Concerning the January 11, 2022 Times Union article

“Ascend Wellness cries foul as MedMen calls quits on $73 million cannabis deal,” including

the statement therein attributed to Freeman Klopott, spokesperson for the Office of Cannabis

Management.

Request No. 16

The email that provides that Feuerstein Kulick “was in touch with the ‘director of finance

for Hochul’s administration/campaign,” as quoted in the January 11, 2022 Times Union article

“Ascend Wellness cries foul as MedMen calls quits on $73 million cannabis deal,” and all

Documents and Communications related thereto.

Request No. 17

All Documents or Communications Concerning the Investment Agreement, and the

transaction described therein.

Request No. 18

All Documents or Communications Concerning the Requests for Change of Control.

Request No. 19

All Documents or Communications Concerning the Conditional Resolution.

Request No. 20

All Documents and Communications Concerning the approval process for the Investment

Agreement and/or Conditional Resolution, including but not limited to written plans, standards,

schedules, and policies and procedures.

13
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

Request No. 21

All Documents and Communications Concerning Axel Bernabe or Chris Alexander,

Concerning (i) You, (ii) Friends for Kathy Hochul, (iii) New York State Officials, (iv) the Requests

for Change of Control, (v) the Investment Agreement, (vi) MedMen, (v) the Conditional

Resolution, and/or (vi) Ascend.

Request No. 22

All Documents Concerning Abner Kurtin or Ascend, whether Concerning the Investment

Agreement or Requests for Change of Control, or otherwise, including but not limited to any file(s)

Concerning Abner Kurtin or Ascend.

14
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

EXHIBIT 1
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

SUPREME COURT OF THE STATE OF NEW YORK

NEW YORK COUNTY – COMMERCIAL DIVISION
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -X
ASCEND WELLNESS HOLDINGS, INC. and :
AWH NEW YORK, LLC, : Index No.:
Plaintiffs, : RJI No.:
:
v. :
:
MEDMEN NY, INC., MM ENTERPRISES USA, :
LLC, PROJECT COMPASSION NY, LLC and :
PROJECT COMPASSION CAPITAL, LLC, :
:
Defendants. :
:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -X

VERIFIED COMPLAINT
Plaintiffs AWH New York, LLC (“AWH NY”) and Ascend Wellness Holdings, Inc.

(“Ascend” and collectively with AWH NY, “Plaintiffs” or “AWH”), for their verified complaint

against MedMen NY, Inc. (“MedMen NY”) MM Enterprises USA, LLC (“MM Enterprises”),

Project Compassion NY, LLC and Project Compassion Capital, LLC (collectively with MedMen

NY, “Defendants” or “MedMen”), allege as follows:

NATURE OF THE ACTION

1. The medical marijuana program in New York is highly regulated and exclusive.

Not only does New York require a special license to operate, New York limits the number of

licenses to only ten operators across the state. The last licenses were awarded in 2017, and the

State has not allowed new operators since then. Thus, AWH’s only opportunity to enter New

York’s medical marijuana market is through acquisition.

2. MedMen NY is a registered medical cannabis operator in New York that

possesses one of the ten licenses. MedMen agreed to sell to AWH a controlling interest in

MedMen NY.

1 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

3. Accordingly, MedMen and AWH entered into a binding investment agreement

(the “Agreement”) as of February 25, 2021 pursuant to which AWH would acquire a controlling

interest in MedMen NY in exchange for an investment by AWH of approximately $73,000,000

(the “Transaction”). The parties also signed a set of related agreements including a Working

Capital Advance Agreement pursuant to which AWH would fund MedMen pending regulatory

approval.

4. Recognizing the uniqueness of the Transaction and the harm resulting from a

breach, the parties expressly agreed in the Agreement that AWH would suffer irreparable harm

and would be entitled to specific performance if MedMen breaches, as it has.

5. AWH has performed in full. Indeed, AWH provided cash funding to MedMen of

over $6 million, undertook significant efforts to obtain regulatory approval and raised the funds

needed to close the Transaction.

6. Because of the regulations surrounding cannabis businesses, the Agreement

required, as a condition to closing, that the applicable New York regulators provide approval of

the anticipated Transaction by December 31, 2021.

7. Accordingly, at the request of MedMen, the applicable New York regulators

approved the change in control contemplated by the Agreement as of December 16, 2021.

8. AWH then gave formal notice as of December 22, 2021 of its intent to close

within five business days as provided for in the Agreement. Pursuant to the Agreement,

MedMen was required to close the Transaction within five business days.

9. In response, MedMen took the position that the New York regulators had only

given conditional, not final approval.

2 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

10. The New York regulators responded in writing that the December 16, 2021

approval “constitutes final approval for the purposes of closing the transaction and enacting the

transfer of ownership.”

11. Astoundingly, MedMen continued to take the position that regulatory approval

was not final, refused to timely close and took the further unwarranted step of issuing a

termination notice as of January 2, 2022 on grounds that the New York regulators had not

approved the change in control even though they demonstrably had.

12. Subsequent to MedMen’s purported termination of the Investment Agreement,

OCM affirmed once more, this time to the press, that it had granted final approval of the

MedMen NY change in ownership in December of 2021; in an interview, published in on

January 11, 2022, Freeman Kopott, a spokesman for the OCM, affirmed that “[b]oth companies

were notified prior to January 1 that the Cannabis Control Board’s approval of this change in

ownership at its Decmber 16 meeting was final.”

13. MedMen NY has not rescinded its termination notice.

14. Apparently, after receiving badly needed funds from AWH and asking state

regulators to approve the Transaction, MedMen has had a change of heart.

15. Pursuant to the express terms of the Agreement, the Transaction must close within

five business days of the December 22, 2021 notice of regulatory approval and waiver of any

other conditions.

16. MedMen has refused to close in breach of the Agreement.

17. Under the express terms of the Agreement and governing New York law,

MedMen must specifically perform and close the Transaction. Its change of heart is no defense

to what it agreed to in light of AWH’s performance and New York regulatory approval of the

3 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

Transaction. This Court should promptly order what the parties agreed to, namely specific

performance.

18. Accordingly, AWH brings this action seeking specific performance.

19. Additionally, AWH seeks a mandatory injunction requiring immediate close of

the Transaction to prevent irreparable harm to AWH as well as such temporary restraints as are

necessary to preserve the status quo and ensure that AWH will be able to obtain the ultimate

relief to which it is entitled.

PARTIES

20. Plaintiff AWH NY is a New York limited liability company and a subsidiary of

Plaintiff Ascend. AWH NY’s sole business is to close the Transaction and operate MedMen NY

going forward.

21. Plaintiff Ascend is a vertically integrated cannabis company and a Delaware

corporation headquartered in New York, NY with its principal executive offices in New York,

NY whose stock is listed on the Canadian Securities Exchange and quoted on the United States

OTCQX exchange.

22. Defendant MedMen NY is a New York corporation owned by Defendant Project

Compassion NY, LLC, a Delaware limited liability company which, in turn, is owned by

Defendant Project Compassion Capital, LLC, a Delaware limited liability company which owns

a 90% stake in Project Compassion NY, LLC, and MM Enterprises, which owns the remaining

10% of Project Compassion NY, LLC.

23. Defendant MM Enterprises, a Delaware limited liability company, is the manager

of Project Compassion NY, LLC and the United States holding/parent company of MedMen NY.

4 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

JURISDICTION

24. This Court has jurisdiction over the subject matter of this action because it is a

court of general jurisdiction.

25. This Court has jurisdiction over Defendants because certain of them are New

York corporations, because they transact business in the State of New York and because the

MedMen Defendants expressly and irrevocably agreed to the exclusive jurisdiction of the state

and federal courts located in the County of New York with respect to any action arising out of

the Agreement.

VENUE

26. Venue is proper in this Court because the parties agreed to litigate in this Court

and because certain of the parties have their principal places of business in the County of New

York.

FACTUAL ALLEGATIONS

A. The Investment Agreement

27. In late 2020 and early 2021, MedMen found itself in a problematic financial and

operational position. MedMen was heavily in debt, its liabilities exceeded its assets by 50%, it

continued to lose money quarter after quarter and its operational costs exceeded 100% of its

gross revenues making profitability an unlikely hope rather than a reality. Additionally,

MedMen’s revenue was dropping and its losses increasing quarter over quarter. MedMen spent

much of 2020 attempting to restructure, sell its assets and renegotiate its many obligations.

MedMen also lost its CEO in 2020 and moved forward with an interim replacement. MedMen’s

5 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

stock price reflected its poor state of affairs as MedMen ended 2020 with an all-time low stock

price of 16 cents per share.

28. Thus, MedMen entered 2021 in a dire situation and in need of operating and

capital.

29. As MedMen reported to the New York regulators in early 2021, it needed “a new,

more capitalized investor” to continue and expand its operations in New York.

30. MedMen found that needed partner in AWH, which MedMen described in its

regulatory filings as well-capitalized, as having the financial wherewithal to support MedMen

NY’s operations, and as having both significant experience operating marijuana enterprises and a

strong reputation.

31. AWH opted to invest in MedMen NY because it offered the unique opportunity

for AWH to enter the New York cannabis market through an established state-authorized

business, an opportunity not otherwise available to AWH at the time.

32. MedMen and AWH entered into a series of agreements as of February 25, 2021 to

effectuate the Transaction, including the Agreement, a Working Capital Advance Agreement

(the “Advance Agreement”) and a Management and Administrative Services Agreement.

33. Pursuant to the Agreement, and subject to regulatory approval, AWH agreed to

invest some $73 million in MedMen.

34. Pursuant to the Agreement, and subject to regulatory approval, AWH would

receive a controlling interest in MedMen NY equal to approximately 86.7% of the equity in

MedMen NY with an option to acquire the remainder of MedMen NY’s equity in the future.

6 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

35. Pursuant to the Agreement and New York law, approval of the change of control

by New York cannabis regulators is a condition precedent to the closing of the Transaction.

Agreement, §§ 3.3(b); 5.8; 7.1(b).

36. Initially, the applicable New York regulator was the New York Department of

Health. In mid-2021, New York transferred authority for cannabis regulation, including any

cannabis business or matters then pending before the Department of Health, to the newly-created

Office of Cannabis Management (“OCM”). See Section 62-d of Chapter 92 of the Laws of

2021.

37. Pursuant to the Agreement, MedMen is required to close the Transaction no later

than five business days after the conditions of closing set forth in the Agreement have been

satisfied or waived. Agreement, §2.2(a).

38. The parties also expressly stipulated in the Agreement that to prevent irreparable

harm, specific performance is an available remedy in the event of a breach by one side.

Specifically, the Agreement provides:

Section 11.11. Specific Performance. The parties agree that irreparable damage
would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy to which they are entitled at
law or in equity.

39. The Agreement also provides for indemnification for losses caused by a party’s

breach but requires that the parties address the issues during a thirty-day period.1

B. The Conditions of the Investment Agreement have been met or waived

40. AWH has complied in full with its contractual obligations.

1
AWH suffers losses as a result of the delayed close and will raise those losses with MedMen; in the
event MedMen does not agree to cover all indemnifiable losses, AWH may need to amend this complaint.
7

7 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

41. AWH provided MedMen with needed cash, including an upfront $4 million cash

infusion in December 2020 in connection with the execution of a letter of intent between the

parties and a further $4.46 million to cover MedMen’s working capital needs and Utica facility

site improvements and expansion during 2021. As required by the Agreement, MedMen

submitted an application to the New York regulators as of March 11, 2021 for approval of the

sale of MedMen NY to Ascend. That application recited that MedMen seeks an immediate cash

infusion from AWH to continue its operations.

42. MedMen, however, failed to diligently pursue governmental approval requiring

AWH to step in and push the process forward, which AWH did.

43. On December 16, 2021, the Cannabis Control Board of OCM approved

MedMen’s requested change in control. Pasted below is the resolution passed regarding

approval:

8 of 16
FILED:: NEW
IFILED NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM INDEX
INDEX NO. 650220/2022
NO. 650220/2022
PM)
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

Offkeof Cannabis
"4
5= Management

lY M t CA A.DAM W. J Di OIIUS
MOCHUL WILEGMT GARC IA PERRY At.E EUIDER

Nu 2C149

December 1tt 3121

RESOLUTION T0 CON1)ITIONALt.Y APPROVE TEEE CliANGE IN OWN1iRSIllP OF REGISTER1S)

ORG ANIZATION M1!DMEN NY. INC

WHEREAS, purmut to Secton62RClupter92 ofIhe laws of202L any bu mns cr mater pendmgbefore
tk Departnesoflkalth, on or helirv theeffectne due ofilt MarihumaRegubtxin & Tamixin Act (MRTAL

pertunsig or cminted wub funct<m, juners. abigages ad dwes tamfemd or asswned hv the 00ice of
Cannabis Mamgemen UM1icet may be cortlaced andcompkted by Ek OGisc.

WHEREAS. ampesi tir &cappuvalafa chmp m awnenhg of MedMcm NY, In-. wnh an mwstneng from

Arend Wellins lickImp New York. I.I.C, was penhag kfore tk Dquriment oflicale, prur to te effectne
date of ec MRTA m March 31, 2021; an)

WHEREAS.t!n maner was unrmislwd bumss o f th Deputmentat lican and is z w.purntant to Sectim

62.d ofGiapler 92 of as Laws of 2CL a beriess nuncrof,and n perdmg before the Canmbn Cogro|Baard
(neard).and mu.ilwrefore, be n.

RESOLVED. ec 1kahl ggruves by majorny vote trogh ihe asiopian of thi wsolutia tk charge af

ownership of Mc4lca NY, Enc. carnmgets a tk review ar ec paposed anestenent by ac 01T1se sta)T for
carnphance wit toCannabisLaw. INcorreyedngreguhlontand arry amercantagpnciesandceditem as

determmed by sk Board and0Rice.

parties'
44. Fellowing the receipt of approval, MedMen asked AWH what it made of

"condinonal"
the approval given the tag and it still being subject to review of staff.

9 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

45. AWH responded that it understood that the conditional language is routine

language, that approval had been granted and that AWH was ready to close.

46. AWH sent written correspondence to the New York regulators as of December

17, 2021 noting that approval was conditioned on OCM staff review for compliance with

Cannabis Law and corresponding rules and regulations and further conditioned on post-close

continued operations to maintain patient access and supply. In its correspondence, AWH assured

the regulator that it intended to continue MedMen NY operations and maintain patient access and

supply post-close.

47. By notice dated December 22, 2021, AWH notified MedMen that all closing

conditions either have been satisfied -- such as regulatory approval -- or waived and that closing

must take place within five business days of December 22, 2021 pursuant to the terms of the

Agreement.

48. MedMen responded by correspondence later on December 22, 2021 stating that

the New York regulators had not issued final approval.

49. AWH responded in writing on December 27, 2021 and reiterated that all

conditions have been satisfied or waived and that the Transaction should close, to which

MedMen responded the following day reiterating that all conditions to closing, i.e., regulatory

approval, had not been obtained.

50. On December 29, 2021, the General Counsel of OCM wrote via email to both

MedMen and AWH to make clear that final approval from the New York regulators had been

provided. The recipient of the email at MedMen was Dan Edwards, MedMen’s in-house counsel

and the notice recipient for MedMen under the Agreement. The text of the communication

provided:

10

10 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

“Dan and Harold,

I am writing to follow up our various communications in the past several days.
As you are aware, the Cannabis Control Board passed this resolution at its
December 16, 2021, meeting:

‘RESOLVED, the Board approves by majority vote through the adoption

of this resolution, the change of ownership of MedMen NY, Inc,
contingent on the review of the proposed investment by the Office staff for
compliance with the Cannabis Law, its corresponding regulations, and any
other contingencies and conditions as determined by the Board and
Office.’

This is to confirm that the Board, effective December 16, 2021, approved of the
referenced change in ownership of MedMen NY, Inc. While such approval constitutes
final approval for the purposes of closing the transaction and enacting the transfer of
ownership, MedMen NY, Inc., must, as an ongoing Registered Organization, on a
continuing basis, comply with all statutory and regulatory requirements, obligations and
terms of operation. The Office of Cannabis Management will continue to hold MedMen
NY, Inc., accountable for any acts or omissions constituting violations of such provisions
of law, whether in the past, present or future, including but not limited to, non-
compliance with the prior written approval provisions of Section 1004.10(b)(5).

In addition, this is to confirm that, in accordance with the representation in the

attached December 17, 2021 letter to me from the President of AWH New York,
LLC, MedMen NY, Inc., “shall continue current operations to maintain patient access
and supply” regardless of this approved change in ownership, and as an ongoing
Registered Organization. The Office of Cannabis Management will hold MedMen NY,
Inc., accountable for violations of such representation.

Rick
Richard J. Zahnleuter
General Counsel
New York State Office of Cannabis Management
1220 Washington Avenue
Building #9, 4th Floor, Harriman State Office Campus
Albany, NY 12227
[email protected]
518 XXX-XXXX (mobile)”

51. AWH followed up with correspondence to MedMen on December 29, 2021

referencing the New York regulator’s email of the same day and requesting that the Transaction

close forthwith.

11

11 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

C. Defendants have invalidly sought to terminate the contract

52. MedMen refuses to close the Transaction and, by written notice to AWH dated

January 2, 2022, MedMen purported to terminate the Agreement effective immediately on

grounds that the New York regulators had not approved the Transaction by the December 31,

2021 Outside Date.

D. AWH will be irreparably harmed

53. AWH is irreparably harmed by MedMen’s refusal to close the Transaction.

54. New York’s medical marijuana market currently is limited to ten licenses. There

is no open market for such licenses. Thus, AWH’s only available opportunity to enter the New

York market is by acquiring MedMen NY.

55. No monetary award could compensate AWH for the lost opportunity of being able

to participate in the medical marijuana market. Additionally, MedMen NY is vertically

integrated, meaning it already has a cultivation infrastructure (i.e. supply chain), a patient base,

and established retail locations. Acquiring such an established business is invaluable and

impossible to quantify. Thus, MedMen’s refusal to close the Transaction is causing irreparable

harm to AWH.

56. Moreover, MedMen’s refusal to close further risks the financial stability of

MedMen NY, thereby potentially rendering AWH’s right to specific performance ineffectual.

57. For example, AWH recently learned that MedMen NY paid an improper

$500,000 dividend to its parent company, likely financed by advance dollars paid to MedMen by

AWH, thereby dissipating MedMen NY’s already depleted assets.

12

12 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

58. Even more concerning are the imminent maturity dates of outstanding loans, in

aggregate amount of approximately $100 million dollars, for which MedMen NY capital stock

has been pledged as collateral in the event of default.

59. These loans were made to the MM Enterprises’ subsidiary, MM Can USA, Inc.

(“MM Can”) by Hankey Capital, LLC (“Hankey”). MM Enterprises guaranteed MM Can’s

obligations to Hankey under the loan agreements, by pledging certain ownership interests in

various of its subsidiaries to Hankey. Included in this pledge was a pledge by Project

Compassion NY of its ownership interest in MedMen NY.

60. The Investment Agreement provided that, in partial consideration for its purchase

of a controlling ownership interest in MedMen NY, AWH would issue to MedMen NY at

closing on the Transaction a promissory note in the amount of $28,000,000 (the “Closing Note”),

and that MedMen NY would subsequently assign the Closing Note to Hankey.

61. On February 25, 2021, Hankey executed a consent letter pursuant to which

Hankey agrees, upon assignment to Hankey of the Closing Note, to release MedMen NY from

any liability or grant of collateral with respect to the loan agreements.

62. The loans from Hankey are scheduled to come due on January 31, 2022 and

February 1, 2022. In the event of default on the MM Can loan agreements, Hankey is permitted

to foreclose on the pledged MedMen NY ownership interest and can sell the foreclosed upon

interest at a public or private sale or retain the interest for its own account. In such event, an

order specifically enforcing MedMen NY’s obligation to close the Transaction will be

meaningless.

13

13 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

CAUSES OF ACTION

First Cause of Action

(Specific Performance)

63. Plaintiffs incorporate by reference and reallege each and every allegation set forth

above, as though fully set forth herein.

64. MedMen and AWH entered into the valid and binding Agreement.

65. AWH substantially performed its contractual obligations under the Agreement

and is and was willing and able to perform its remaining obligations.

66. With regulatory approval, MedMen is able to fulfill the terms of the Agreement

and complete the close of the Transaction.

67. MedMen and AWH agreed in the Agreement that specific performance shall be

an available remedy for breach.

68. Given the circumstances, there is no adequate remedy at law.

69. AWH is entitled to an order directing MedMen to specifically perform under the

Agreement and close the Transaction.

Second Cause of Action

(Declaratory Judgment)

70. Plaintiffs incorporate by reference and reallege each and every allegation set forth

above, as though fully set forth herein.

71. Based on MedMen’s refusal to timely close the Transaction and its purported

termination of the Agreement, a justiciable controversy exists between AWH and MedMen.

This justiciable controversy involves adverse legal interests that are real and immediate.

72. Plaintiffs seek a declaratory judgment that the Agreement is valid and enforceable

and binding on MedMen and that MedMen is in breach of the Agreement.

14

14 of 16
FILED: NEW
FILED: NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07:20 PM
PM INDEX NO.
INDEX NO. 650220/2022
650220/2022
NYSCEF DOC.
NYSCEF DOC. NO.
NO. 39
2 RECEIVED NYSCEF:
RECEIVED NYSCEF: 01/31/2022
01/13/2022

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs respectfully pray for the following relief:

a. A mandatory injunction ordering MedMen to immediately close the Transaction

pursuant to the terms of the Agreement.

b. An order that MedMen specifically perform its obligations under the Agreement

and close the Transaction.

c. A declaration that the Agreement is valid, enforceable, extant and binding on

MedMen and that MedMen is in breach of the Agreement;

d. An order granting such preliminary and temporary equitable relief as is necessary

to preserve the status quo and ensure that this Court may grant Plaintiffs all of the remedies to

which they may be entitled; and

e. An order awarding Plaintiffs such other and further relief as the Court deems just

and proper.

Dated: January 13, 2022

Respectfully submitted,

GREENBERG TRAURIG, LLP

By: /s/ Henry M. Greenberg .

Henry M. Greenberg
Ian S. Marx
One Vanderbuilt Avenue
New York, New York 10017
Tel.: (518) 689-1400
Fax: (518) 689-1499
Email: [email protected]
[email protected]

Attorneys for Plaintiffs Ascend Wellness

Holdings, Inc. and AWH New York, LLC

15

15 of 16
FILED:: NEW
[FILED NEW YORK
YORK COUNTY
COUNTY CLERK
CLERK 01/31/2022
01/13/2022 07:53
07 : 2 0 PM
PMI
INDEX
INDEX NO.
NO. 650220/2022
650220/2022

NYSCEF
NYSCEF DOC.
DOC. NO.
NO. 39
2 RECEIVED
RECEIVED NYSCEF:
NYSCEF: 01/31/2022
01/13/2022

VERIFICATION

STATE OF NEW YORK )

) ss:

COUNTY OF CD
)

Daniel Neville, being duly sworn, deposes and says:

I am the Chief Financial Officer of Plaintiff Ascend Wellness Holdings, Inc. ("AWH"). I

have read the foregoing Complaint, know its contents and am familiar with the facts upon which

it is based. The Complaint is true to my knowledge, except as to those matters alleged on

information and belief and, as to those matters, believe them to be true. The basis of this

verification is my own personal knowledge, discussions with knowledgeable employees of

Plaintiffs and their affiliates, and the books and records of the Plaintiffs.

DÅNIEL NE ILLE

Sworn to before me this

/3 day of January 2022.

Kalpesh S. Bodawala
NOTARYPUBLIC,STATEOFNEWYORK
RegistrationNo.01B06311367
QualifiedinNewYorkCounty
Public ts.1o11
issioahpires september
Notary

ACTIVE 62336534v3

16

16 of 16
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

EXHIBIT 2
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

Dated: January 24, 2022

New York, New York

By: Isl Alex Spiro

Alex Spiro
Christopher Kercher
David Mader
QUINN EMANUEL URQUHART &
SULLIVAN LLP
51 Madison Avenue, 22nd Floor
New York, New York 10010
Telephone: (212) 849-7000
Facsimile: (212) 849-7100
[email protected]
[email protected]
[email protected]

Attorneys for Defendants

33
FILED: NEW YORK COUNTY CLERK 01/31/2022 07:53 PM INDEX NO. 650220/2022
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 01/31/2022

VERIFICATION

State of QiMlWrhfa Texas

County of XXMNhagetoc< o,nss) ss:

Daniel Edwards, being duly sworn, deposes and says:

I am Senior Vice President, Corporate & Legal Affairs at Defendant MM Enterprises USA,

LLC. I have read the foregoing Verified Counterclaims Answer, and Affirmative Defenses to the

Complaint, know their contents and am familiar with the facts upon which they are based, except

as to matters therein stated to be alleged on information and belief and as to those matters I believe

them to be true. The Verified Counterclaims, Answer, and Affirmative Defenses are true to my

knowledge. The basis of this verification is my own personal knowledge, the books and records

available to me, and discussions with knowledgeable employees of Defendants.

Daniel Edwards

Sworn to before me this

23rd day of January, 2022 sa·uyca Joenisia Leonard

* * IDNUMBER
13314508-7
OF COMMISSION EXPIRES
lip June8, 2025

U
NotaryPublic,StateofTexas WiMD -Vi O œmmnidiœ

34