Motion for Writ in Siddarth Gupta, Linsay Villareal v. Jeffrey Schultz, Gregory Tannor, Sam Phelps, Flowerhouse Ny Llc, Michael Silverman, Ny Farm Holdco Llc| Trellis.Law

On February 14, 2024 a Motion-Secondary was filed involving a dispute between Linsay Villareal, Siddarth Gupta, and Flowerhouse Ny Llc, Gregory Tannor, Jeffrey Schultz, Michael Silverman, Ny Farm Holdco Llc, Sam Phelps, for Special Proceedings - CPLR Article 75 (Arbitration) - Commercial Division in the District Court of New York County.

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FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 02/14/2024

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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SIDDARTH GUPTA and LINSAY VILLAREAL,
Index No. _______________
Petitioners,

-against-

JEFFREY SCHULTZ, GREGORY TANNOR, SAM
PHELPS, FLOWERHOUSE NY LLC, MICHAEL
SILVERMAN, and NY FARM HOLDCO LLC,

Respondents.
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MEMORANDUM OF LAW IN SUPPORT OF PETITIONERS’
ORDER TO SHOW CAUSE AND PETITION FOR ORDER IN
AID OF ARBITRATION PURSUANT TO CPLR § 7502(c)

Don Abraham, Esq.
BRONSTER LLP
156 West 56th Street, Suite 703
New York, New York 10019
Tel.: 212- 558-9300
Fax: (347) 246-4704
Email: dabraham@bronsterllp.com
Attorneys for Petitioners
SIDDARTH GUPTA and LINSAY VILLAREAL

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TABLE OF CONTENTS

PRELIMINARY AND FACTUAL STATEMENT ............................................................1

The Company Will be Irreparably Harmed
if Respondents Continue to Breach the OA .....................................................................7

ARGUMENT .......................................................................................................................8

POINT I
PETITIONERS ARE ENTITLED TO AN INTERIM ORDER
IN AID OF ARBITRATION AND ENJOINING RESPONDENTS
FROM VIOLATING THE OA ........................................................................................8

A. Petitioners Will Likely Succeed on the Merits
Because Respondents Clearly Violated the OA ...................................................10

B. Petitioners Will Suffer Irreparable Harm Absent
the Injunction ........................................................................................................10

C. The Equities Balance in Petitioners’ Favor ..........................................................11

CONCLUSION ..................................................................................................................12

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TABLE OF AUTHORITIES
Federal Cases

Kamine/Besicorp Alleghany L.P. v. Rochester Gas & Elect. Corp., 908 F. Supp. 1180,
1187 (W.D.N.Y. 1995) ................................................................................................................ 9

State Cases

Aetna Ins. Co. & Capasso, 75 N.Y.2d 860, 862 (1990) ................................................................. 9

Chernoff Diamond & Co. v. Fitzmaurice, Inc., 234 A.D.2d 200 (1st Dep’t 1996) ....................... 10

Comfort Adult Day Care Center, Inc. v. Mejia, 54 Misc.3d 121(A) (Supreme Court,
Queens County 2017) .................................................................................................................. 8

Demnartini v. Chatam Green, Inc., 169 A.D.2d 689 (1st Dep’t 1991) ......................................... 10

Drexel Burnham Lambert v. Ruebsamen, 139 A.D.2d 323 [531 N.Y.S.2d 547], lv. denied
73 N.Y.2d 703 [537 N.Y.S.2d 490, 534 N.E.2d 328] ................................................................. 8

Four Times Square Assocs., LLC v. Cigna Invests., Inc., 306 A.D.2d 4, 6 (1st Dep’t 2003) ....... 11

FTI Consulting, Inc. v. PricewaterhouseCoopers LLP, 8 A.D.3d 145, 146 (1st Dep’t 2004) ..... 11

Goodfarb v. Freedman, 76 A.D.2d 565, 574 (2d Dep’t 1980) ..................................................... 12

McLaughlin, Piven, Vogel, Inc. v. W.J. Nolan & Co., Inc., 114 A.D.2d 165, 174
(2d Dep’t 1986) ......................................................................................................................... 11

Paritmed Co. v. Pro-Life Counseling, Inc., 91 A.D.2d 551, 553 (1st Dep’t 1982) ....................... 10

Second On Second v. Hing Sing, 66 A.D.3d 255, 272-273 (1st Dep’t 2009) ............................... 10

Terell v. Terell, 279 A.D.2d 301, 303 (1st Dep’t 20010................................................................ 10

Statutes

CPLR § 6301................................................................................................................................... 9
CPLR § 7502................................................................................................................................... 8
CPLR § 7502 (c) ............................................................................................................................. 8
CPLR § 7562(c) .............................................................................................................................. 8

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Petitioners, Siddarth Gupta (“Gupta”), the founder, CEO and Manager of Flowerhouse

NY LLC (“FH” or the “Company”), and Petitioner, and Linsay Villareal, a co-founder, partner,

and head of operations of FH, commenced this Petition and special proceeding to obtain a

provisional order in aid of arbitration enjoining and restraining Respondents, JEFFREY

SCHULTZ, GREGORY TANNOR, SAM PHELPS, and MICHAEL SILVERMAN,

FLOWERHOUSE NY LLC and NY FARM HOLDCO LLC (collectively, “Respondents”) from

transferring, removing, using or otherwise dispensing with any assets of FH, including any

cannabis, cash, inventory, equipment or intellectual property in a manner that is not consistent

with the ordinary course of the Company’s business, and precluding Respondents from

interfering with authority as Manager under the Company’s Amended and Restated Operating

Agreement, and removing Silverman from the Company Board because he was illegal placed on

the Board without any authority under the terms of Company’s governing Operating Agreement.

PRELIMINARY AND FACTUAL STATEMENT

The facts upon which this motion is based are set forth in the Supporting Affirmation of

Gupta, the duly appointed Manager of the Company. For the convenience of the Court, a

summary of the most pertinent facts, as set forth in the Gupta Affirmation, is set forth herein.

FH was created to grow and sell cannabis in New York. Gupta was the founder and is a

Managing Member of the Company and runs and operates the Company’s day-to-day business.

Under the management of GUPTA, the Company is one of the most successful cannabis growers

and sellers in New York, with $87 million in inventory and the number one rated cannabis

company in New York State. (Gupta Aff., ¶¶ 1, 5-16). Given Gupta’s unique knowledge in the

cannabis industry, Gupta founded FH with a well-known cannabis attorney, Jeffrey Schultz

(“Schultz”) and Schultz’s “best friend” Gregory Tannor (“Tannor”) who could contribute to the

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Company with his real estate contacts in the cannabis industry. (Gupta Aff., ¶ 8).

Because the Company needed additional funds in addition to the funds Gupta infused into

the Company and given that Tannor and Schultz were unable to contribute sufficient capital, FH

needed to borrow significant funds to survive. Schultz and Silverman had a pre-existing

relationship, and Schultz arranged for Michael Silverman (“Silverman”) to loan money to the

Company. (Gupta Aff., ¶ 11). Accordingly, on or about December 12, 2022, Schultz drafted a

Convertible Promissory Grid Note where the Company borrowed money from Silverman

through Silverman’s wholly owned company, NY Farm HoldCo LLC, and whereby Silverman

was only named as a “Board Observer” but was deliberately not placed as a member of the

Company’s management. In conjunction with the Convertible Note, Schultz also drafted an

Amended and Restated Operating Agreement on or about December 12, 2022 (the “OA”), which

currently governs the ownership and operating of the Company, and which entirely replaced the

original February 1, 2022 operating agreement of the Company. (Gupta Aff., Ex. B). The OA

delineates ownership of the Company as follows:

Sid Gupta 48.515%

Jeffrey Schultz 24.257%

Greg Tannor 24.257%

Sam Phelps 1.98%

Linsay Villareal .99%

Under the OA, Schedule C thereto states that are only three Managers of the Company

that make up the Company’s Board as of December 2022: (1) Schultz, (2) Tannor, and (3)

Gupta. Silverman was never intended to be a Manager of the Company. Section 14.8 of the OA

also states that disputes arising out of the OA shall be finally settled by arbitration.

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Respondents have no authority to remove GUPTA as Manager without cause, or without

a proper vote of the required members of the Company or the Board as per the terms of the OA.

(Gupta Aff., Ex. B).

Without warning, at 2:30 pm on January 17, 2024, Respondents caused lawyers, armed

security, and police to storm the Company office and escort Gupta off the Company premises.

That same day, respondents stole Gupta’s laptop and phone, and downloaded Gupta’s hard drive.

Respondents also cut off Gupta’s email account and email access to the Company. (Gupta Aff., ¶

17). Respondents did all this and delivered a purported corporate resolution replacing Gupta as

Manager dated January 15, 2024. (Gupta Aff., Ex. C).

Gupta’s purported removal as a Manager from the Company is illegal and void because it

is squarely contradicted by the OA, and because it is signed by Silverman who is not a legitimate

member of the Company’s Board.

Section 5.5 (b) of the OA provides that a Manager may only be removed for Cause. (Ex.

B herein)

Cause under the OA (in Schedule B, Ex. B herein) is defined as:

(A) gross negligence, (B) willful misconduct, (C) breach of …
duty of loyalty required under this Agreement, or (D) if a
Manager is convicted of (1) any crime involving theft or
willful destruction of a material amount of money or other
property of the Company or (2) any felony (excluding a
cannabis related offense under federal law that would
otherwise be permitted by state law). See Id., Schedule B.

Gupta has never engaged in any conduct that even comes close to satisfying this

definition. Indeed, the Company sent Guta a purported “formal” written notice letter dated

January 17, 2024, which stated that Gutpa was being removed as Manager in accordance Section

5.5(b) of the OA, but it fails to mention any grounds for “Cause” that would permit the “other

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Board members” to actually oust Gupta as a Manager by a unanimous vote. (Gupta Aff., Ex. D).

In fact, when Gupta asked Silverman the reason he was being removed as a Manager, Silverman

explicitly said that there were a number of employee complaints about Gupta that had created a

“hostile work environment” at the Company. Gupta denies this assertion by Silverman, but even

if it were true, it does not meet any of the defined grounds of a “for Cause” removal of Gupta as

a Manager. (Gupta Aff., ¶ 22).

Furthermore, the purported resolution used to remove Gupta as a Manager dated January

15, 2024 (Gupta Aff., Ex. C) cites the original and replaced February 1, 2022 Operating

Agreement (Gupta Aff., Ex. A), not the proper Amended and Restated OA that took effect in

December 2022 (Gupta Aff., Ex. B). Moreover, the purported Company resolution is only signed

by Tannor and Silverman. Silverman, as an investor and Board Observer, was not a Board

Member who had a right to remove me as Manager. Silverman is not a legitimate Board member

that had any authority to sign the purported resolution (Ex. C) and the purported Notice Letter

(Ex. D) to remove Gupta as a Manager.

Silverman’s illegal attempt to place himself on the Board can easily be demonstrated by

simply reviewing the governing OA of the Company juxtaposed to the actions taken by

Silverman and Tannor to illegally remove Gupta. On June 30, 2023, Schulz resigned from the

Board, as is conceded in a purported Written Consent of the majority of the membership interest

of the Company dated June 30, 2023 and signed by Tannor, Sam Phelps, and Schultz. (Gupta

Aff. Ex. E). The purported Written Consent seeks to fill a vacancy on the Board created by

Schultz’s resignation and appoint Silverman to the Board on June 30, 2023. However, as before,

this Written Consent again cites the wrong originally replaced February 1, 2022 Operating

Agreement as opposed to the current governing OA, and it illegally attempts to appoint

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Silverman to the Board of the Company without having the requisite votes and consents that are

required under the terms of the governing OA.

Gupta was never made aware of this illegal appointment of Silverman to the Board on

June 30, 2023, and Gupta never provided any consent to appoint Silverman to the Board. (Gupta

Aff., ¶ 25). At this point in time, June 30, 2023, once Schultz resigned, that left only two other

Managers on the Board, Gupta and Tannor. Accordingly, under the OA, Tannor on his own had

no authority to appoint Silverman to the Board on June 30, 2023, and indeed Tannor had no

authority to even remove Gupta as a Manager on January 15, 2024.

Under the governing OA, Section 5.5 states:

(a) Resignation. The Managers may resign at any time by giving written
notice to the Company. The resignation of a Manager shall take effect upon
receipt of such notice or at such later time as shall be specified in the notice;
and, unless otherwise specified in the notice, the acceptance of the
resignation by the Company shall not be necessary to make it effective.
Upon the effectiveness of any such resignation, such Manager shall cease to
be a “manager” within the meaning of the Act. Following a Manager’s
resignation, death or permanent incapacitation, a replacement for the
resigned Manager shall be elected or appointed by the remaining
Managers.

Thus, the appointment of Silverman as a replacement Manager on June 30, 2023 was

invalid for several reasons. Under the correct governing OA, Gupta would have been required to

be informed of this consent resolution and be given a vote given that Gupta was one of the

remaining Managers on June 30, 2023 after Schultz’s resignation. Also, under Section 4.8 of the

OA Gupta would have had to vote to change any process of procedure under the OA in a

Supermajority vote, given that Gupta has a 48.515% ownership interest in the Company. Absent

Gupta’s vote, the appointment of Silverman to the Board on June 30, 2023 was illegal and any

actions taken unilaterally by Tannor at that point without Gupta’s consent should be deemed null

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and void as a matter of law. Indeed, all resolutions signed by Tannor and Silverman attempting

to remove Gupta as a Manager should be deemed illegal, void, and a legal nullity.

Furthermore, Section 5.1 (b) of the OA states “Any vacancies created by the increase in

the size of the Board shall be filled by the Members, acting by consent or vote of a

Supermajority of the Percentage Interests.” Additionally, Section 5.2 of the OA states that all

Major Decisions as defined under Section 5.2 of the OA also require a Supermajority approval of

the Board. The term “Major Decision” defined by Section 5.2 includes “the appointment or

removal of any officers of the Company or its subsidiaries.” Accordingly, based on these

provisions of the OA, Silverman was illegally appointed to the Board on June 30, 2023 because

it was done without Gupta’s consent, and Gupta’s attempted removal as a Manger and as an

Officer of the Company (Gupta is also the Company’s CEO) required a supermajority vote,

which could not occur without Gupta actually voting. The same is true for the termination of

Linsay Villareal’s as she was an Officer of the Company as a Partner and Head of Operations. A

Supermajority vote would have been required for her removal as well.

Gupta’s illegal removal and Silverman’s surreptitious and attempted illegal appointment

to the Company’s Board on June 30, 2023 is an outrageous act that abundantly demonstrates the

collusion and illegality Silverman had orchestrated.

The ultra vires acts and collusive fraudulent scheme by Silverman is further evidenced by

a text message that Gupta sent to Tannor, Schultz, and Sam Phelps on July 23, 2023 wherein

Gupta suggested that Sam Phelps be appointed to replace Schultz on the Board. In an act of

clear deception, Schultz and Tannor, as well as Sam Phelps, all responded to this text message

and agreed with Gupta’s suggestion, without ever telling Gupta that on June 30, 2023 they

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already attempted to illegally place Silverman on the Board without Gupta’s consent or vote.

(Gupta Aff.,¶ 30, Ex. F).

The Company Will Be Irreparably Harmed
if Respondents Continue to Breach the OA

As set forth in the Gupta Affirmation, Silverman intends to divert the Company’s assets

and inventory in a self-dealing scheme to starve the Company of cash so that Silverman and

anyone he paid off, such as Tannor and Schultz, would exclusively benefit and it would prevent

Gupta from recouping his substantial approximately $2.8 million investment in the Company and

lose his equity interest in the Company. (Gupta Aff., ¶ 16).

If Respondents are not immediately ordered to act in accordance with the OA, Gupta and

Linsay Villareal will suffer irreparable harm and Respondents will steal all the Company’s

inventory, intellectual property, cash putting the Company in a position where Gupta lose his

investment and the ability to recover the substantial funds the Company owes Gupta. Without

Gupta obtaining provisional relief from the Court pending arbitration, any subsequent action or

award Petitioners receive from an arbitration panel would be rendered ineffectual. While the

specific issues of Silverman’s improper acts and self-dealing schemes will have to be decided in

an arbitration under the OA, in the interim Silverman’s illegal appointment to the Board should

be nullified by this Court, and Gupta should be fully reinstated to the Board as a Manager and

Officer of the Company with complete oversight rights to ensure that the status quo before

Gupta’s attempted ouster continues so Petitioners will not irreparably harmed pending the

arbitration hearing. (Gupta Aff., ¶ 31).

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ARGUMENT

POINT I

PETITIONERS ARE ENTITLED TO AN INTERIM ORDER IN AID OF
ARBITRATION AND ENJOINING RESPONDENTS FROM VIOLATING THE OA

CPLR § 7502 (c) provides a mechanism for a litigant in an arbitration to commence an

action in aid of arbitration, which includes the seeking of a court order to provide provisional

remedies to ensure that that status quo pending a decision by an arbitration panel remains in

place, and without which a decision or arbitration award could be made ineffectual due to the

passage of time.

CPLR § 7562(c) sets forth the grounds upon which the Court should issue an order in aid

of arbitration:

An application for an order of attachment in aid of arbitration is
expressly governed by CPLR 7502(c). That statute provides that
the Supreme Court may enter the provisional remedies of an order
of attachment or a preliminary injunction in connection with
arbitration, “but only upon the ground that the award to which the
applicant may be entitled may be rendered ineffectual without such
provisional relief. The provisions of articles 62 and 63 of this
chapter shall apply ... except that the sole ground for the granting
of the remedy shall be as stated above.”

This court has held that the standard that governs in a case
involving arbitration is whether the award “may be rendered
ineffectual without such provisional relief”, and the standards
generally applicable to attachments pursuant to CPLR 6201(3),
such as sinister maneuvers or fraudulent conduct, are not required
to be shown in an application pursuant to CPLR 7502(c). (Drexel
Burnham Lambert v. Ruebsamen, 139 A.D.2d 323 [531 N.Y.S.2d
547], lv. denied 73 N.Y.2d 703 [537 N.Y.S.2d 490, 534 N.E.2d
328].)

CPLR § 7502.

In Comfort Adult Day Care Center, Inc. v. Mejia, 54 Misc.3d 121(A) (Supreme Court,

Queens County 2017), the court granted interim relief in aid of arbitration pursuant to CPLR

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7502 (c) because it found that without such relief any arbitration award would be rendered

ineffectual, and part of that is based on the fact that a loss of the Company’s goodwill, including

harm to the customer relationships, would constitute irreparable harm.

With regard to the need for a temporary restraining order, the court in Kamine/Besicorp

Alleghany L.P. v. Rochester Gas & Elect. Corp., 908 F. Supp. 1180, 1187 (W.D.N.Y. 1995) held

that when balancing of the hardships tips decidedly in favor of the movant, the movant need not

demonstrate a likelihood of success on the merits for a TRO).

The Court is empowered to grant a TRO “pending a hearing for a preliminary injunction

where it appears that immediate and irreparable injury, loss or damage will result unless the

defendant is restrained before the hearing can be had.” CPLR § 6301. Here, if Silverman,

Schultz, and Tannor are permitted to continue in their self-dealing as illegally orchestrated by

Silverman by improperly depleting the Company’s assets and inventory for their own personal

business projects., it will starve the Company of cash, irreparably harm the goodwill of the

Company, and prevent Gupta from being able to recover his substantial financial investment in

the Company. (Gupta Aff., ¶ 30) Without a TRO, Gupta is danger of losing his investment

equity in the Company and the significant funds he invested in the Company over the years. This

would result in the Company being starved of cash and it may be forced shut its business

operations, causing irreparable harm to Gupta.

Thus, to maintain the status quo, and ensure that the arbitral award is not rendered

ineffective, the Court should grant the requested order in aid of arbitration.

Further, a party is entitled to preliminary injunctive relief upon a showing of (1) a

probability of success on the merits; (2) the danger of irreparable injury absent the issuance of

the injunction; and (3) a balancing of the equities in favor of the movant. See Aetna Ins. Co. &

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Capasso, 75 N.Y.2d 860, 862 (1990); Chernoff Diamond & Co. v. Fitzmaurice, Inc., 234 A.D.2d

200 (1st Dep’t 1996). Petitioners clearly demonstrate that the arbitral award will likely be

ineffective without an order in aid of arbitration. Further, they meet all three criteria for general

injunctive relief and granting the requested order will preserve the status quo.

A. Petitioners Will Likely Succeed on the Merits
Because Respondents Clearly Violated the OA

On a motion for preliminary injunctive relief, a petitioner need only show a likelihood of

success on the merits and need not demonstrate certainty of success. Paritmed Co. v. Pro-Life

Counseling, Inc., 91 A.D.2d 551, 553 (1st Dep’t 1982); Terell v. Terell, 279 A.D.2d 301, 303 (1st

Dep’t 2001); Demnartini v. Chatam Green, Inc., 169 A.D.2d 689 (1st Dep’t 1991).

As demonstrated in the Affirmation of Gupta, Respondents acted contrary to the OA and

acted in an unauthorized and unilateral way when they purportedly removed and replaced

GUPTA as Manager, and illegally appointed Silverman to replace Schultz as a Manger. As

demonstrated in the Gupta Affirmation and under the terms of the governing OA, Silverman was

never intended to be a member of the Company’s Board, and Silverman had no legal authority to

remove me as a Manager and place himself on the Board. There was also no basis to remove

Gupta from the Board without a proper vote, and Tannor, the only legitimate member of the

Board had no authority to unilaterally remove Gupta from the Board or as the only other

legitimate Manager on June 15, 2024. There are also no purported grounds to remove Gupta

from the Board for Cause as defined under the OA.

Based on these facts, Petitioners have demonstrated a likelihood of success on the merits.

B. Petitioners Will Suffer Irreparable Harm Absent the Injunction

The loss of goodwill of a “viable, ongoing business” constitutes irreparable harm. See

Second On Second v. Hing Sing, 66 A.D.3d 255, 272-273 (1st Dep’t 2009) (“We reject HST’s

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argument that the loss of the goodwill of a viable, ongoing business does not constitute

irreparable harm warranting the grant of preliminary injunctive relief.”); FTI Consulting, Inc. v.

PricewaterhouseCoopers LLP, 8 A.D.3d 145, 146 (1st Dep’t 2004) (“[T]he agreement’s breach

entailed irreparable harm, the loss of goodwill not being readily quantifiable.”); Four Times

Square Assocs., LLC v. Cigna Invests., Inc., 306 A.D.2d 4, 6 (1st Dep’t 2003) (“Similarly, the

threat to Four Times Square’s good will and creditworthiness is sufficient to establish irreparable

injury warranting the grant of injunctive relief.”).

Here, the Company is in danger of losing its relationships and shutting down if Silverman

is permitted to continue his self-dealing scheme with Schultz and Tannor, especially with no

oversight by Gupta who was clearly illegally removed as a Manger and where Silverman was

illegally appointed to the Board. This will have a direct irreparable impact on Gupta personally

as stated in his supporting Affirmation. (Gupta Aff., ¶ 31).

C. The Equities Balance in Petitioners’ Favor

In reviewing a request for a preliminary injunction, “a court must balance the equities.

[I]t must be shown that the irreparable injury to be sustained . . . is more burdensome [to the

plaintiff] than the harm caused to defendant through imposition of the injunction.” McLaughlin,

Piven, Vogel, Inc. v. W.J. Nolan & Co., Inc., 114 A.D.2d 165, 174 (2d Dep’t 1986).

If an injunction is not granted, the ability to operate FH is in danger, and the likely result

will be the closing of the Company and injury to the company’s goodwill and successful

reputation. In addition, the allowance of Silverman’s illegal scheme will likely cause irreparable

harm to Gupta in that he will permanently lose his entire substantial investment in the Company

and his entire equity interest in the Company. (Gupta Aff., ¶¶ 12, 16, 31). By contrast, if the

injunction is granted, the Court can always set parameters to address any concerns about

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operations in the ordinary course of its business and the Court will be doing nothing other than

restoring Gupta to his rightful place as Manager, and remove Silverman as a Manager, both

actions which were clearly illegal under the terms of the OA.

Moreover, in assessing the equities, the Court should give due consideration to

Respondents’ intentional violation of the OA by acting unilaterally and without any authority.

See Goodfarb v. Freedman, 76 A.D.2d 565, 574 (2d Dep’t 1980) (“But, where the wrong was

unwarranted or where the defendant acted with full knowledge and planned his violation of

plaintiff’s rights, his position does not appeal to the equitable conscience and an injunction

should issue.”). Here, the equities clearly favor Petitioners.

CONCLUSION

For the reasons set forth above, the Court should grant Petitioners an order in aid of

arbitration, enjoining and restraining Respondents from transferring, removing, using or

otherwise dispensing with any assets of FH, including any cannabis, cash, inventory, equipment

or intellectual property, precluding Respondents from interfering with GUPTA’S authority as

Manager under the OA, removing Silverman as a Manger and from the Company’s Board, and

granting Petitioners further relief as may be just, proper and equitable.

Dated: February 14, 2024
Respectfully submitted,
BRONSTER LLP

By: /s/ Don Abraham
Don Abraham
Attorneys for Petitioners
FLOWERHOUSE NY LLC, SIDDARTH
GUPTA and LINSAY VILLAREAL
156 West 56th Street, Suite 703
New York, New York 10019
Tel: (212) 558-9300
Email: donabraham@bronsterllp.com

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Motion-Secondary: Siddarth Gupta, Linsay Villareal v. Jeffrey Schultz, Gregory Tannor, Sam Phelps, Flowerhouse Ny Llc, Michael Silverman, Ny Farm Holdco Llc

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