FILED: NEW YORK COUNTY CLERK 09/11/2019 10:22 AM INDEX NO.

158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

EXHIBIT A
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 1 10:22
CLERK 09/11/2019 of 8 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

ANSELL, GRIMM & AARON, P.C.

Joshua S. Bauchner, Esq. (051242013)
Michael H. Ansell, Esq. (014052010)
365 Rifle Camp Road
Woodland Park, New Jersey 07424
Tel: (973) 247-9000
Fax: (973) 247-9199

Attorneys for Plaintiff

ANSELL GRIMM & AARON, P.C., SUPERIOR COURT OF NEW JERSEY

LAW DIVISION
Plaintiff, PASSAIC COUNTY

v. DOCKET NO.: PAS-L-2732-18

HIGHTIMES HOLDING CORP., TRANS-HIGH CIVIL ACTION

CORPORATION, and ADAM LEVIN,
SECOND AMENDED
Defendants. VERIFIED COMPLAINT

Plaintiff, Ansell Grimm & Aaron, P.C. (“Plaintiff”), by and through its undersigned

counsel, for its Verified Complaint against Defendants, Hightimes Holding Corp. (“Hightimes”),

Trans-High Corporation (“Trans-High”), and Adam Levin (“Levin”) (collectively, “Defendants”),

alleges as follows:

THE PARTIES

1. Plaintiff is a law firm and a New Jersey professional corporation with its principal

place of business at 1500 Lawrence Avenue, Ocean, New Jersey 07712.

2. Plaintiff also has an office location at 365 Rifle Camp Road, Woodland Park, New

Jersey 07424, from which all work on behalf of Defendants was performed.

3. Defendant Hightimes is a Delaware Corporation with its principal place of business

at 10990 Wilshire Boulevard, Los Angeles, California 90024.

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 2 10:22
CLERK 09/11/2019 of 8 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

4. Defendant Trans-High is a New York Corporation with its principal place of

business at 10990 Wilshire Boulevard, Los Angeles, California 90024.

5. Defendant Levin is the principal and CEO of Hightimes and Trans-High with an

address of 10990 Wilshire Boulevard, Los Angeles, California 90024.

6. The basis of venue in Passaic County Superior Court is Plaintiff’s office location

in Woodland Park, New Jersey and the venue clause of the Promissory Note between Plaintiff,

Hightimes, and Trans-High.

7. As set forth in more detail below, the causes of action being asserted against

Defendants are: (1) breach of contract; (2) breach of the covenant of good faith and fair dealing;

(3) unjust enrichment; and (4) fraud.

BACKGROUND FACTS

8. Between approximately February of 2016 and February of 2018, Plaintiff provided

legal services to Hightimes and Trans-High in regard to corporate governance, the sale/purchase

of Trans-High by Hightimes, as well as representing Trans-High in a litigation involving a former

employee.

9. In or around March of 2018, Plaintiff ceased its representation of Hightimes and

Trans-High.

10. As of that time, Hightimes and Trans-High owed Plaintiff $87,088.46 on

outstanding and overdue invoices.

11. On or about February 15, 2018, Levin agreed to execute a Promissory Note on

behalf of Hightimes and Trans-High in the amount of $87,088.46 (the “Payment Amount”). A

true and accurate copy of the Promissory Note is annexed hereto as Exhibit A.

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 3 10:22
CLERK 09/11/2019 of 8 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

12. At the time Levin promised to execute the Promissory Note, Levin knew that

neither Hightimes nor Trans-High would make payment to Plaintiff.

13. Levin made this false promise to induce Plaintiff to release the Client Files.

14. Plaintiff reasonably relied upon Levin’s false promise and released the Client Files

to Hightimes and Trans-High.

15. Pursuant to the Promissory note, Hightimes and Trans-High are the “Makers” and

Plaintiff is the “Payee.” See Exhibit A.

16. Hightimes and Trans-High were to make payment to Plaintiff in the amount of

$87,088.46 “by the earlier of (i) June 30, 2018 or (ii) five days after the closing of [Hightimes’]

Initial Public Offering currently scheduled for April 20, 2018” (the “Payment Date”). See Exhibit

A at ¶ 1.

17. The Promissory Note establishes an “Event of Default” if Hightimes and Trans-

High fail to pay Plaintiff the amount of $87,088.46 by the Payment Date. See Exhibit A at ¶ 3(a).

18. Following the Event of Default resulting from Hightimes and Trans-High’s failure

to make payment by June 30, 2018, Plaintiff attempted to contact Levin, on behalf of Hightimes

and Trans-High, on numerous occasions regarding the status of payment.

19. Levin repeatedly promised to satisfy Defendants’ obligations under the Note. A

true and correct copy of this correspondence is attached hereto as Exhibit B.

20. Levin knew these representations were false when made.

21. To date, neither Hightimes nor Trans-High have made any payments whatsoever of

the overdue Payment Amount which remain due and outstanding.

22. Pursuant to the Promissory Note, upon an Event of Default, the entire Payment

Amount is immediately due and owing in addition to a late fee of $5,000.00 and interest at the rate
3

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 4 10:22
CLERK 09/11/2019 of 8 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

of 16% per year from the date of Event of Default until the Payment Amount, late fees, and all

accrued interest has been paid. See Exhibit A at ¶ 4.

23. Pursuant to the Promissory Note, in the Event of Default, Hightimes and Trans-

High are obligated to “pay any and all reasonable costs incurred by [Plaintiff] in enforcing the

terms of this Promissory Note and/or in collecting sums payable under this Promissory Note,

including reasonable attorneys’ fees and court costs, in addition to all other amounts due

hereunder.” See Exhibit A at ¶ 9(g).

COUNT I
(Breach of Contract Against Hightimes and Trans-High)

24. Plaintiff repeats and re-alleges each and every allegation contained in the preceding

paragraphs of this Complaint as if fully set forth herein.

25. Plaintiff and Hightimes and Trans-High entered into a written contract in the form

of the Promissory Note. See Exhibit A.

26. Hightimes and Trans-High covenanted to pay Plaintiff the Payment Amount on or

before June 30, 2018. See Exhibit A.

27. Hightimes and Trans-High breached the Promissory Note by failing to pay Plaintiff

the Payment Amount pursuant to the Promissory Note. See Exhibit A.

28. By virtue of Hightimes and Trans-High’s failure to timely pay Plaintiff, Plaintiff is

entitled to late fees and interest. See Exhibit A.

29. By virtue of Hightimes and Trans-High’s failure to timely pay Plaintiff, Plaintiff is

entitled to reasonable costs and attorney’s fees. See Exhibit A.

30. As a result of said breaches, Plaintiff has been damaged by Hightimes and Trans-

High in an amount which exceeds the jurisdictional threshold of this Court.

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 5 10:22
CLERK 09/11/2019 of 8 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

COUNT II
(Breach of the Implied Covenant of Good Faith and Fair Dealing
Against Hightimes and Trans-High)

31. Plaintiff repeats and re-alleges each and every allegation contained in the preceding

paragraphs of this Complaint as if fully set forth herein.

32. The Promissory Note constitutes a written contract between Plaintiff and Hightimes

and Trans-High. See Exhibit A.

33. Hightimes and Trans-High had a duty to discharge their obligations under the

Promissory Note in a timely fashion.

34. Hightimes and Trans-High had reason to believe at the time of execution of the

Promissory Note that payment of the Payment Amount would not be made in the specified time

period.

35. Hightimes and Trans-High engaged in a course of conduct designed to forestall

repayment of the Payment Amount in violation of the Promissory Note.

36. Hightimes and Trans-High misled Plaintiff about the timing of payment of the

Payment Amount in bad faith.

37. As a result of said breach, Plaintiff has been damaged by Hightimes and Trans-

High in an amount which exceeds the jurisdictional threshold of this Court.

COUNT III
(Unjust Enrichment Against Defendants)

38. Plaintiff repeats and re-alleges each and every allegation contained in the preceding

paragraphs of this Complaint as if fully set forth herein.

39. Plaintiff conferred a benefit upon Hightimes, Trans-High, and Levin by releasing

the Client Files prior to payment of Plaintiff’s outstanding fees by Defendants.

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 6 10:22
CLERK 09/11/2019 of 8 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

40. It is unjust to permit Hightimes, Trans-High, and Levin to avoid payment of the

Payment Amount to Plaintiff.

41. Hightimes, Trans-High, and Levin have been unjustly enriched by the retention of

their Client Files without payment to Plaintiff.

42. As a result of the above misconduct, Plaintiff has been damaged by Defendants in

an amount which exceeds the jurisdictional threshold of this Court.

COUNT IV
(Fraud Against Defendants)

43. Plaintiff repeats and re-alleges each and every allegation contained in the preceding

paragraphs of this Complaint as if fully set forth herein.

44. Levin misrepresented to Plaintiff that Hightimes and Trans-High would make

payment to Plaintiff upon the earlier of initial public offering or June 30, 2018 in order to secure

the release of the Client Files prior to payment.

45. Levin knew that neither Hightimes nor Trans-High would ultimately make any

payment to Plaintiff.

46. Levin intended for Plaintiff to rely upon this misrepresentation and release the

Client Files prior to receiving payment.

47. Plaintiff reasonably relied upon Levin’s misrepresentations regarding payment by

Hightimes and Trans-High and release the Client Files to Levin prior to receipt of payment.

48. Plaintiff further relied on Levin’s misrepresentations to enter into the Promissory

Note under the terms outlined therein. See Exhibit A.

49. As a result of the fraud, Plaintiff has been damaged by Levin in an amount which

exceeds the jurisdictional threshold of this Court.

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 7 10:22
CLERK 09/11/2019 of 8 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

WHEREFORE, Plaintiff demands that judgment be entered against Defendants on Counts

I-IV of the within Verified Complaint in a sum to be determined at trial and that Plaintiff be

awarded its reasonable costs and disbursements pursuant to the Agreement and to the extent

available by law, and for such other and further relief as this Court deems fair and equitable.

CERTIFICATION OF NO OTHER PARTIES/ACTIONS

I, Joshua S. Bauchner, Esq., attorney for the Plaintiff in the within action, hereby certify

that to the best of my knowledge that the matter in controversy is not the subject of any other action

pending in any court or any arbitration proceeding and no other action or arbitration proceeding is

contemplated. Further, I know of no other party who should be joined in this action.

RULE 1:38-7 CERTIFICATION

I certify that confidential personal identifiers have been redacted from documents now

submitted to the court, and will be redacted from all documents submitted in the future in

accordance with Rule 1:38-7(b).

DESIGNATION OF TRIAL COUNSEL

Pursuant to R. 4:25-4, Joshua S. Bauchner, Esq., of Ansell Grimm & Aaron, P.C. is hereby

designated as trial counsel for the within matter.

Dated: Woodland Park, New Jersey ANSELL GRIMM & AARON, P.C.
October 18, 2018
s/Joshua S. Bauchner
Joshua S. Bauchner, Esq
s/Michael H. Ansell
Michael H. Ansell, Esq.
365 Rifle Camp Road
Woodland Park, New Jersey 07424
(973) 247-9000 Phone
(973) 247-9199 Facsimile

Attorneys for Plaintiff

7

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018
CLERK 09/11/2019
10:36:23 AM Pg 8 10:22
of 8 Trans AM
ID: INDEX
LCV20181818265 NO. 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

VERIFICATION

STATE OF NEW JERSEY )

) ss.:
COUNTY OF PASSAIC )

JOSHUA S. BAUCHNER, being duly sworn, deposes and says that I am a partner at the

law firm of Ansell Grimm & Aaron, P.C., Plaintiff in the above captioned action; that I have read

the foregoing Summons and Complaint, and that the same is true to my own knowledge, except as

to those matters stated therein to be alleged in information and belief, and as to those matters,

believes them to be true,

ANSELL G &.AARON, P.C.

a Jo ua S. c er, Esq.
A ember the Firm

Carol A.Sheridan

Notary Publio
New Jersey
Expires 2/10/2022
My Commission

089079.000000.57138612
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 1 10:22
CLERK 09/11/2019 of 5 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

EXHIBIT A
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018
CLERK 09/11/2019
10:36:23 AM Pg 2 10:22
of 5 Trans AM
ID: INDEX
LCV20181818265 NO. 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

PROMISSORY NOTE

Amount: $87,088.46 Date: February 11;, 2018

FOR VALUE RECEIVED, HIGHTIMES HOLDING CORP., a Delaware corporation

("Holdiñgs"), having a business address at 10951 West Pico Boulevard, Suite 102, Los Angeles,

("Trans-High"
CA 90064; and TRANS-HIGHCORPORATION, a New York corporation and

Holdings are collectively referred to herein as the "Makers"), hereby individually, jointly and

severally, unconditionally and irrevocably agree and promise to pay to the order of ANSELL

GRIMM & AARON, P.C. (the "Payee"), having an address at 365 Rifle Camp Road, Woodland

Park, New Jersey 07424 (or such other place as the holder of this Note may designate in writing),

the principal sum of EIGHTY-SEVEN THOUSAND EIGHTY-EIGHT DOLLARS and 46/100

($87,088.46) (the "Obligation").

1. Payments. The Obligation under this Promissory Note shall be paid in full by

Holdings'
Makers by the earlier of (i) June 30, 2018 or (ii) five days after the closing of Initial

Date"
Public Offering currently scheduled for April 20, 2018 ("Psyñiêñ: or "Maturity Date").

2. Refarances. This Promissory Note is entered into by Makers in accord with and in

affirmation of that certain Retainer Agreement, dated March 2, 2017, the terms of which are

incorporated herein by reference.

Default"
3. Events of Default. Each of the following shall be an "Event of by Makers

hereunder:

a. The failure of Makers to pay the Obligation in full by the Payment Date,

time being of the essence; or

b. A Maker shall (i) apply for or consent to the appointment of a receiver,

trustee or liquidator of such Maker for all or a substantial part of its

properties or assets, (ii) admit in writing its inability to pay its debts as they

mature, (iii) make a general assignment for the benefit of creditors, (iv) be

adjudicated bankrupt or insolvent, or (v) file a voluntary petition in

bankruptcy, or a petition or answer seeking reorganization or an

089079.000001.45375763
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018
CLERK 09/11/2019
10:36:23 AM Pg 3 10:22
of 5 Trans AM
ID: INDEX
LCV20181818265 NO. 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

9. Miscellaneous.

a. Makers hereby waive protest, notice of protest, presentmet, dishonor, and

notice of dishonor.

b. The rights and privileges of Payee or any holder of this Note shall inure to

the benefit of its or their successors and assigns. All representations,

Makers'
warranties and agreements of Makers made herein shall bind

successors and assigns.

c. If any provision of this Promissory Note shall for any reason be held to be

invalid or unenforceable, such invalidity or unenforceability shall not affect

any other provision hereof, but this Pro=ñsse-y Note shall be construed as

if such invalid or unenforceable provision had never been contained herein.

d. The waiver of any default or Event of Default hereunder or the failure of

Payee to exercise any right or remedy to which it may be entitled shall not

be deemed a waiver of any subsequent default or Payee's right to exercise

that or any other right or remedy to which Payee is then or may be

subsequently entitled.

e. This Promissory Note shall be governed by and construed in accordance

with the laws of the State of New Jersey. Makers hereby consent to venue

and jurisdiction of any dispute in the Superior Court of New Jersey, Passaic

County Vicinage.

f. No modification, amendment, or waiver of any provision of this Promissory

Note shall be effective unless in writing and signed by the Makers and

Payee.

g. Makers agree to pay any and all reasonable costs incurred by Payee in

enforcing the terms of this Promissory Note and/or in collecting sums

attorneys'
payable under this Promissory Note, including reasonable fees

and court costs, in addition to all other amounts due hereunder.

089079.000001.45375763
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018
CLERK 09/11/2019
10:36:23 AM Pg 4 10:22
of 5 Trans AM
ID: INDEX
LCV20181818265 NO. 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

arrangemeñt with creditors or to take advañtage of any bankruptcy,

reorganization, insolvency, dissolution or liquidsticñ law or s+este; or

c. An order, j:fp:ñt or decree shall be entered by any court against a Maker

in excess of $100,000.00, which is not fully discharged within thirty (30)

days of entry.

4. Acceleration. Upon the occurrence of any Event of Default, as defined above, the

entire balance of the Obligation due under this Note shall become immediately due and payable

without further notice or demand, along with a late fee in the amount of FIVE THOUSAND

DOLLARS ($5,000.00) ("Late Fee"), together with interest at the rate of sixteen percent (16%)

per asre.m ("Interest"), from the date of the Event of Default until the Obligatiüñ together with the

Late Fee and all accrued Interest have been paid in full. In eddition to its rights and remedies

under this Promissory Note, Payee may pursue any other legal or equitable remedies available to

it.

5. Prepayments. Prepayment of all or any part of the amount due hereunder may be

made at any time, without premium or penalty.

6. Application of Payments. Except as otherwise specified herein, any payment made

pursuant to this Promissory Note shall be applied first, as applicable, on account of the Late Fee,

then on account of accrued but u=paid Interest, and then on accoüñt of the Obligation.

7. Joint and Several Obligations; Successors and Assigns. All obligations under this

Promissory Note, includiñg, but not limited to, the payment of the Obligation, Late Fee and

Interest, as applicable, are joint and several to each of the Makers and shall be binding upon each

of them and their respective heirs, legal representatives, successors and assigns.

8. Waiver of Right to Jury Trial. Makers hereby irrevocably waive all rights to trial

by jury in any action, proceding or counterclaim arising out of or relating to this Promissory Note

or the actions of Payee in the enforcement hereof.

089079.000001.45375763
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018
CLERK 09/11/2019
10:36:23 AM Pg 5 10:22
of 5 Trans AM
ID: INDEX
LCV20181818265 NO. 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

IN WITNESS WHEREOF, Makers, individually, jointly and severally, have executed

this Note as of the day and year first above written.

WITNESS: HIGHTIMES HOLDING CORP.

Name: AA L ev in
Title: c sea

WITNESS: TRANS-HIGH CORPORATION

Name: A L v. o
Title: ce c

089079.000001.45375763
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 1 10:22
CLERK 09/11/2019 of 5 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

EXHIBIT B
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 2 10:22
CLERK 09/11/2019 of 5 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

 
 

 
From: Josh Bauchner
Sent: Wednesday, August 01, 2018 9:58 AM
To: 'Adam Levin' <adam@hightimes.com>
Cc: 'Maxx Abramowitz' <maxx@orevacapital.com>
Subject: RE: THC Note
Importance: High
 
Adam,
 
Having not heard from you, and with the Note still in default, we are compelled to file an action.  I
am sorry it has come to this as I trusted you, personally, with regard to your representations that
you would satisfy your obligations.
 
Please be guided accordingly.
 
Regards,
Josh
 
Joshua S. Bauchner
Ansell Grimm & Aaron, PC
(973) 247-9000 ext. 418
Bio | V-Card | Website
 
From: Josh Bauchner
Sent: Friday, July 27, 2018 8:21 AM
To: 'Adam Levin' <adam@hightimes.com>
Cc: Maxx Abramowitz <maxx@orevacapital.com>
Subject: RE: THC Note
 
Adam,
 
The Note will be a month past due on Monday and remains in default.  Please confirm payment will
be made by no later than July 30, 2018.
 
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 3 10:22
CLERK 09/11/2019 of 5 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

Thank you,
Josh
 
Joshua S. Bauchner
Ansell Grimm & Aaron, PC
(973) 247-9000 ext. 418
Bio | V-Card | Website
 
From: Adam Levin [mailto:adam@hightimes.com]
Sent: Monday, July 16, 2018 11:37 AM
To: Josh Bauchner <jb@ansellgrimm.com>
Cc: Maxx Abramowitz <maxx@orevacapital.com>
Subject: Re: THC Note
 
We’re still waiting to close escrow.   
 
 
We’ll advise when we do
 
Thx
 
 
Adam

Sent from my iPhone

On Jul 16, 2018, at 12:24 PM, Josh Bauchner <jb@ansellgrimm.com> wrote:

Adam,
 
We cannot delay this any longer – please confirm payment will be made on the Note
today.  Wire instructions are again attached.
 
Regards,
Josh
 
Joshua S. Bauchner
Ansell Grimm & Aaron, PC
(973) 247-9000 ext. 418
Bio | V-Card | Website
 
From: Adam Levin [mailto:adam@hightimes.com]
Sent: Sunday, July 01, 2018 6:39 PM
To: Josh Bauchner <jb@ansellgrimm.com>
Cc: Maxx Abramowitz <maxx@orevacapital.com>
Subject: Re: THC Note
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 4 10:22
CLERK 09/11/2019 of 5 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

 
Josh,
 
We launched the Reg a ( ipo ) last week and the sec asked to review the filing after a
few days.   
 
We’re currently on hold but expect to be cleared sometime this week.   
 
Shortly thereafter, we should be clearing the escrow threshold and the will make
payment.   
 
 
I’d expect by the 15th if July at the latest.  
 
Sorry for any inconvenience.   
 
Thx
 
 
Adam

Sent from my iPhone

On Jul 1, 2018, at 3:31 PM, Josh Bauchner <jb@ansellgrimm.com> wrote:

Adam,
 
Please advise as to status of the below and attached, which is now in
default.  If payment is received tomorrow, July 2, 2018, we will waive the
late fee.  We reserve all of our rights and remedies, at law and in equity,
and nothing herein shall be deemed a waiver of those rights.
 
Regards,
Josh
 
Joshua S. Bauchner
Ansell Grimm & Aaron, PC
(973) 247-9000 ext. 418
Bio | V-Card | Website
 
From: Josh Bauchner
Sent: Monday, June 25, 2018 9:23 AM
To: 'Adam Levin' <adam@hightimes.com>
Cc: Maxx Abramowitz <maxx@orevacapital.com>
Subject: THC Note
Importance: High
FILED: NEW PAS-L-002732-18
YORK COUNTY 10/18/2018 10:36:23 AM Pg 5 10:22
CLERK 09/11/2019 of 5 TransAM INDEX NO.
ID: LCV20181818265 158825/2019
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 09/11/2019

 
Adam,
 
Hope you are well and congratulations on the IPO.  As you know, payment
is now past due under the attached Promissory Note.  Wire instructions
are attached for your convenience.
 
Please do not hesitate to contact me with any questions.
 
Best,
Josh
 
Joshua S. Bauchner
Ansell Grimm & Aaron, PC
365 Rifle Camp Road
Woodland Park, New Jersey 07424
t:    (973) 247-9000 ext. 418
f:    (973) 247-9199
m: (646) 369-0250
@THCCounselors
Bio | V-Card | Website
 
<Ansell Grimm Promissory Note.pdf>
<NEW YORK Trust Account Wire Instructions
(00596943xB93F3).docx>
<NEW YORK Trust Account Wire Instructions (00596943xB93F3).DOCX>