TS Falcon I, LLC v. Golden Mtn. Fin. Corp.

TS Falcon I, LLC v Golden Mtn. Fin. Corp.

2024 NY Slip Op 30386(U)

February 1, 2024

Supreme Court, New York County

Docket Number: Index No. 655783/2023

Judge: Andrea Masley

Cases posted with a "30000" identifier, i.e., 2013 NY Slip

Op 30001(U), are republished from various New York

State and local government sources, including the New

York State Unified Court System's eCourts Service.

This opinion is uncorrected and not selected for official

publication.

INDEX NO. 655783/2023

NYSCEF DOC. NO. 109 RECEIVED NYSCEF: 02/01/2024

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 48

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TS FALCON I, LLC, INDEX NO. 655783/2023

Plaintiff,

MOTION DATE

- V -

MOTION SEQ. NO. 001

GOLDEN MOUNTAIN FINANCIAL CORP., GOLDEN

MOUNTAIN FINANCIAL HOLDINGS CORP., and GMF

MIDCO, LLC, DECISION+ ORDER ON

MOTION

Defendants.

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HON. ANDREA MASLEY:

The following e-filed documents, listed by NYSCEF document number (Motion 001) 4, 5, 6, 7, 8, 9, 10,

11, 12, 13, 14, 15, 16, 17, 18, 19,20,21,22,23,24,25,50,51,52,53,54,65, 66,67

were read on this motion to/for INJUNCTION/RESTRAINING ORDER

Upon the foregoing documents, it is

Plaintiff TS Falcon I, LLC moves pursuant to CPLR Article 63 for a preliminary

injunction enjoining defendants Golden Mountain Financial Corp. (OpCo), Golden

Mountain Financial Holdings Corp. (HoldCo) and GMF Midco, LLC (MidCo, together

with HoldCo, Guarantors) from "(1) further breaching the Revolving Loan and Security

Agreement, dated January 22, 2021; (2) effectuating a transaction between Defendants,

on the one hand, and Halsa Holdings, LLC or lgaldl, Ltd [Halsa] and their affiliates, on

the other; and (3) taking any action to dissipate Plaintiff's collateral in Defendants."

(NYSCEF 4, Proposed OSC at 5; NYSCEF 3, Koplewicz aff ,I5.)

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Background

Plaintiff is a secured lender to OpCo1, the borrower; HoldCo and MidCo are the

guarantors. (NYSCEF 1, Complaint ,i1 .) Plaintiff holds less than 50% of OpCo's

common stock. (Id. ,I42.) OpCo's most significant assets are deferred tax credits and

net operating losses (collectively NOLs) which can be used by an entity with significant

revenue to offset tax obligations subject to federal income tax limitations; defendants

cannot sell the NOLs. (Id. ,i,i30, 46.) The NOLs are valueless unless defendants

operate an income generating business or acquire an earning asset. (NYSCEF 44,

Govindan 2 aff ,i9.)

On January 22, 2021, plaintiff entered a revolving loan and security agreement

(Agreement) for up to $5 million with FNBC. (Id. ,i,i14- 15; NYSCEF 1, Complaint ,I27.)

The purpose of the loan was to cover expenses for a transaction to monetize the NO Ls.

(NYSCEF 44, Govindan aff ,i12.) The parties also entered into a January 21, 2021

agreement with defendants giving plaintiff an option to take up to an 84.9 % stake in

OpCo on January 24, 2024. (Id. ,i,i45-48; NYSCEF 46, Subscription Agreement.)

On March 17, 2021, plaintiff filed a UCC statement. (NYSCEF 3, Koplewicz aff

,I14.) The secured collateral is described in Annex B to the Agreement which includes

18 categories of assets; relevant here are "all general intangibles." (NYSCEF 7,

Agreement at 21/43. 3 ) Pursuant to the Agreement, plaintiff loaned $1 million on

January 22, 2021, $250,000 on February 8, 2022, $200,000 on December 28, 2022 and

1

In March 2021, when First NBC Bank Holding Company (FNBC) emerged from

bankruptcy, FNBC became OpCo, a wholly owned subsidiary of HoldCo. (NYSCEF 1,

Complaint ,i13.)

2

Shivan Govindan is defendants' "chairman." (NYSCEF 44, Govindan aff ,i1 .)

3

NYSCEF pagination.

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$85,000 on October 25, 2023. (NYSCEF 1, Complaint ,i,i27, 38.) OpCo made a partial

payment in March 2022, but never again. (Id. ,I29.)

On June 2, 2023, plaintiff sent a notice of defaults as of March 31, 2023 asserting

a variety of defaults including failure to: "(i) pay Falcon the accrued interest owed on the

applicable due dates since March 31, 2023, as required by Section 7(a) of the Loan

Agreement; (ii) to use its best efforts to work diligently with the Transferor Stockholder

to reach resolution regarding its purported transfers; (iii) to pay amounts that OpCo

owed under a separate agreement; and (iv) hold an annual meeting of stockholders by

January 31, 2023, as required by Section 7(b) of the Loan Agreement as reflected in

Amendment No. 3 to the Loan Amendment." (Id. ,I32.) On June 8, 2023, plaintiff sent a

payoff letter demanding $2 million and again on August 26, 2023 for $2,073,957. 4 (Id.

,i,i34, 37.) On October 26, 2023, plaintiff exercised the option to take the entire 84.9 %

stake in OpCo. (NYSCEF 47, Option Notice.)

On October 30, 2023, HoldCo amended its bylaws to require wide-ranging

disclosures for nominees to the board of directors and raised the ownership threshold

from 10% to 47% for shareholders to call special stockholder meetings. (NYSCEF 1,

Complaint, ,I42.) On November 15, 2023, plaintiff received a notice to stockholders for

a December 1, 2023 meeting (Notice) at which "HoldCo will seek stockholder approval

(i) for a cashless transaction between OpCo and affiliates of Halsa Holdings, LLC 5 (the

'Halsa Merger'); (ii) to form a subsidiary of OpCo; (iii) for OpCo to obtain additional

financing from a third-party lender; and (iv) to amend and restate OpCo's Certificates of

4

By December 8, 2023, the payoff amount grew to $3,536,425 of which approximately

$1.5 million were from legal fees. (NYSCEF 45, December 8, 2023 Letter.)

5

Halsa is a California cannabis company. (NYSCEF 44, Govindan aff ,I42.)

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lncorporation." 6 (NYSCEF 1, Complaint ,I45.) Defendants did not obtain plaintiff's

consent. (NYSCEF 3, Koplewicz aff ,I27.)

Plaintiff objects to the proposed transaction with Halsa, which according to the

Notice is cashless, forms a subsidiary to OpCo, OpCo obtains additional financing, and

amends OpCo's certificate of incorporation, all without plaintiff's consent. (NYSCEF 1,

Complaint ,I45.) Koplewicz asserts that "OpCo's failure to cure its defaults is an attempt

to prevent Falcon from ( 1) taking steps to protect the collateral securing its loan and (2)

exercising its rights as a substantial stockholder, as well as a lender to OpCo."

(NYSCEF 3, Koplewicz ,I24.)

This Action

Plaintiff initiated this action on November 22, 2023 alleging (1) breach of contract

against defendants for failure to (i) "comply with Sections 5 and 9 of the Loan

Agreement;" (ii) "hold an annual stockholders meeting by January 31, 2023;" (iii) "use

best efforts to work diligently with the Transferor Stockholder to reach resolution

regarding its purported transfers;" and (iv) for the amendment to HoldCo's "bylaws

without Falcon's consent to, among other things, (a) require that nominations for its

board of directors include extensive disclosures that are overly burdensome and go

beyond those typically required for a private company and (b) make it more difficult for

stockholders- particularly Falcon that holds ... percent of HoldCo's common stock-to

call a special meeting of stockholders by increasing the required ownership threshold

from ten (10) percent to forty-seven (47) percent of shares entitled to vote;" (2) breach

6

Defendants are also in discussions with lgadl, a Colorado cannabis company, but that

is not mentioned in the Notice. (Id. ,I42.)

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of contract against the Guarantors for the same reasons; (3) anticipatory breach of

contract against OpCo and Guarantors on the ground that defendants are seeking

shareholder approval without consent to: "(i) enter into the Halsa Merger, pursuant to

which it will form a subsidiary of OpCo, in violation of Sections 12(i) and 12(1); (ii)

transfer and dissipate OpCo's NOLs and, thereby, taking action that is reasonably

expected to impair any intangible asset of OpCo and HoldCo, in violation of Sections

12(h) and 12(m); (iii) permit Falcon's first priority security interest to be subject to claims

of other persons and entities, in violation of Sections 10(b) and 12(h); and (iv) to amend

and restate OpCo's Certificate of Incorporation, in violation of Section 12(q) ;" and (4)

indemnification. (NYSCEF 1, Complaint, ,i,i51, 54-60, 66-69.) Damages are allegedly

$2.3 million. (Id. at 17.)

For injunctive relief under CPLR 6301, the movant must establish likelihood of

success on the merits of the action; the danger of irreparable harm in the absence of a

preliminary injunction; and a balance of equities in favor of the moving party. (Gliklad v

Cherney, 97 AD3d 401,402 [1st Dept 2012] [citations omitted].) "A preliminary

injunction should not be granted unless the right thereto is plain from the undisputed

facts and there is a clear showing of necessity and justification." ( O'Hara v Corporate

Audit Co., 161 AD2d 309, 310 [1st Dept 1990] [citations omitted].)

Likelihood of Success

A cause of action for breach of contract requires plaintiff to demonstrate "the

existence of a contract, the plaintiff's performance thereunder, the defendant's breach

thereof, and resulting damages." (Harris v Seward Park Haus. Corp., 79 AD3d 425, 426

[1st Dept 201 0] [citation omitted].)

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Plaintiff satisfies the first requirement for a breach of contract claim: the

Agreement is a contract between the parties and defendants are responsible for

repayment of funds plaintiff loaned. Defendants contend that the Agreement is

unenforceable due to plaintiff's misrepresentations to GMFC that induced GMFC to

enter the loan under false pretenses. However, this argument is barred by the

Agreement's integration clause (§15). (See Gen. Bank v Mark II Imports, Inc., 293

AD2d 328, 328 [1st Dept 2002] [fraudulent inducement claim "is, as a matter of law,

foreclosed by an integration clause"].)

Likewise, the Agreement is not void under GOL §5-501 (6)(b) --New York's

criminal usury laws-which applies to loans under $2.5 million. Here, the amount due is

$3.5 million, including legal fees which plaintiff is permitted to add to the amount due.

(NYSCEF 7, Agreement §13.) In any case, though the principal amount loaned to date

is under $2.5 million, plaintiff agreed to loan up to $5 million. (See SpecFin Mgmt. LLC

v Elhadidy, 201 AD3d 31, 42 [3rd Dept 2021] [usury laws inapplicable where lender

agreed to provide up to $2.5 million but only advanced $370,472.13].) Finally, these

highly sophisticated and well-represented parties, who negotiated for 60 days (NYSCEF

66, Koplewicz ,TB), are not the intended beneficiaries of this provision - "borrowers who

need or deserve protection." (NML Capital v Republic of Argentina, 621 F3d 230, 239

[2d Cir 201 O].)

Defendants contend that plaintiff is preventing defendants from monetizing the

NOLs by rejecting all of defendants' proposed transactions and failing to propose any

transactions-effectively asserting that plaintiff breached first. (NYSCEF 44, Govindan

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aff ,i,i19, 23, 39.) Plaintiff counters that it brought Halsa to the bargaining table.

(NYSCEF 66, Koplewicz aff ,I7.)

A movant cannot establish a likelihood of success on the merits where there are

"sharp issues of fact." (Res. Bd. of Mgrs. of the Columbia Condo. v Alden, 178 AD2d

121, 123 [1st Dept 1991]; see also Sussman Educ., Inc. v Gorenstein, 175 AD3d 1188,

1189-90 [1st Dept 2019] [holding that it was an improvident exercise of the court's

discretion to grant a preliminary injunction where parties raised "sharp issues of fact"

concerning defendant's alleged breaches].) However, while the purported issue of fact

here-whether plaintiff breached the Agreement first by failing to cooperate in finding an

appropriate transaction - would typically preclude a preliminary injunction, defendants

do not contradict plaintiff's assertion that plaintiff has in fact cooperated. 7 In his sur-

reply affidavit, Colon discusses the two years of negotiations with defendants.

(NYSCEF __ , Colon aff ,i,i4, 5.) In Govindan's sur-reply affidavit, he states that he has

known Halsa for several years and began discussing a merger in 2021. (NYSCEF __ ,

Govindan aff ,I4.) However, neither Colon nor Govindan dispute that plaintiff introduced

defendant to Halsa.

As to defendants' breach, it is undisputed that defendants have failed to make

payments required by §5 of the Agreement, failed to hold an annual stockholder

7

On the record on December 21, 2023, the court invited defendants to submit an

agreement as defendants' statements as to what the transaction would look like were

amorphous, and thus, insufficient. Instead, defendants submitted the affidavits of

Christoper Colon, Halsa's CEO, and Govindan, neither of which annexed an agreement

or even a term sheet. The affiants merely repeat, with more details, their aspirations.

Admittedly, there is no funder which would pay off plaintiff's loan. (NYSCEF __ ,

Govindan aff ,i,i8-9; NYSCEF __ Colon aff ,i10.) Accordingly, the court treats the

affidavits as sur replies. Defendants shall file the Govindan and Colon affidavit in

NYSCEF. Plaintiff shall file its December 26, 2023 letter in NYSCEF.

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meeting by January 31, 2023, failed to use best efforts to work diligently with the

Transferor Stockholder to reach resolution regarding transfers, and amended their

bylaws without plaintiff's consent. Therefore, at this stage on this record, it appears that

plaintiff will likely succeed on its first cause of action.

The Guarantors guaranteed payment only and their promise to pay is irrevocable

and unconditional. (NYSCEF 7, Agreement §9.) Defendants fail to address plaintiff's

claim which constitutes waiver. Therefore, plaintiff will likely succeed on the guarantee

in the second cause of action.

The indemnification provision clearly provides that defendants are responsible for

legal fees to enforce the Agreement. (NYSCEF 7, Agreement §13.) Defendants fail to

address this argument which constitutes waiver. Therefore, plaintiff will likely succeed

on its indemnification claim.

"An anticipatory breach of a contract ... can be either a statement by the obligor

to the obligee indicating that the obligor will commit a breach that would of itself give the

obligee a claim for damages for total breach or a voluntary affirmative act which renders

the obligor unable or apparently unable to perform without such a breach." (Princes

Point LLC v Muss Dev. L.L.C., 30 NY3d 127, 133 [2017] [internal quotation marks and

citations omitted].) Holdco's Notice unequivocally demonstrates its intent to seek: (1)

stockholder approval for the cashless Halsa Merger, (2) additional financing from a

third-party lender, and (3) to amend and restate OpCo's Certificates of Incorporation.

However, HoldCo has not requested plaintiff's written consent to the Halsa Merger, as

required by §12 of the Agreement. Therefore, plaintiff is likely to succeed on its third

cause of action.

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Irreparable Harm

Plaintiff asserts that dissipation of the value of the NOLs will cause irreparable

harm to plaintiff. Defendants challenge plaintiff's irreparable injury. First, defendants

assert that plaintiff can be compensated by money damages which precludes

irreparable injury. However, plaintiff asserts that its collateral will be dissipated by the

Halsa transaction which can be an exception to the bar against a preliminary injunction

when money damages are available.

"[A] secured creditor does have a legally recognized interest in preventing

dissipation of encumbered property" which constitutes irreparable harm. (White Oak

Commercial Finance, LLC v EIA Inc., 2023 WL 4149527, *7, 2023 NY Slip Op

32088(U), 11 [Sup Ct, NY County 2023], citing Winchester Glob. Tr. Co. v Donovan, 58

AD3d 833, 834 [2d Dept 2009] ["holding that injunctive relief was properly granted as

the uncontrolled disposition of assets 'would threaten to render ineffectual any judgment

which the plaintiff might obtain' in an action by a secured party to set aside allegedly

fraudulent conveyances made 'in derogation of the plaintiffs perfected security

interest"']; see also Goldman Sachs Bank USA v Schreiber, 2022 WL 60650, *3 [Sup

Ct, NY County 2022] [granting preliminary injunction enjoining the transfer of assets

where plaintiff, a secured creditor, sought to prevent a dissipation of collateral, and the

sale of such assets in direct contravention of agreements would cause irreparable harm

"by taking away the value of the collateral"].)

It is undisputed that the purpose of the Halsa transaction is to monetize the

NOLs, but that means that the NOL's will be used to offset Halsa's revenue which

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necessarily decreases the NOLs. Therefore, plaintiff has stated irreparable harm if the

NOLs are plaintiff's encumbered property.

Second, defendants challenge whether the NOLs are collateral under the

Agreement, and, if not, then dissipation of the NOLs will not irreparably harm plaintiff.

Defendants argue that plaintiff's UCC filing 8 did not securitize the NOLs because it

cannot file a UCC on NOLs. Relying on City of Chicago v Michigan Beach Housing Co-

op, 242 Ill App3d 636 (App Court, First Dist, Second Div 1993), defendants assert that

NOLs are not general intangibles under the UCC. In City of Chicago, Chicago sued a

cooperative building to which Chicago had loaned funds in exchange for a security

interest in the building. (Id.) Chicago sought to recoup syndication funds from the

limited partnership that subsequently acquired the building based on Chicago's security

interest in the building. (Id.) The Illinois Court held that

"the tax credits at issue cannot serve as collateral because they are not general

intangible personal property. Tax credits, as Randall instructs us, have no

independent value in and of themselves; instead, they are an incidental benefit

that investors receive when they purchase a security evidencing their interest in a

limited partnership. The investors cannot transfer or sell the tax credits separate

from the security itself. The limited partnership did not 'sell' the tax credits to the

investors; the tax credits remain exactly where they resided before the sale of the

securities, in the limited partnership. Accordingly, it is clear that the NTC

defendants in this case did not purchase and do not own tax credits; instead,

they bought and now possess securities which gave them an interest in the

Michigan Beach Limited Partnership."

8

The UCC statement provides: "[t]his financing statement covers the following

collateral: All assets of the Debtor whether now existing or hereafter arising or

acquired." (NYSCEF 9, UCC Statement.)

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(Id. at 647.) In Randall v Loftsgaarden, 478 US 647 (1986), which addressed whether

tax credits constitute income under §12(2) of the Securities Act of 1933, the U.S.

Supreme Court found that

"[t]he tax benefits attributable to ownership of a security initially take the form of

tax deduction credits. These have no value in themselves; the economic benefit

to the investor-the true 'tax benefit'-arises because the investor may offset tax

deductions against income received from other sources or use tax credits to

reduce the taxes otherwise payable on account of such income. Unlike

payments in cash or property received by virtue of ownership of a security-such

as distributions or dividends in stock, interest on bonds, or a limited partner's

distributed share of the partnership's capital gains or profits-the 'receipt' of tax

deductions or credits is not itself a taxable event, for the investor has received no

money or other 'income' within the meaning of the Internal Revenue Code.

******

Respondents essentially ask us to treat tax benefits as a separate asset that is

acquired when a limited partner purchases a share in a tax shelter partnership.

But the legal form of the transaction does not reflect this treatment. Petitioners

purchased securities, thereby acquiring freely alienable rights to any income that

accrued to them by virtue of their ownership. They did not, however, also

acquire a separate, freely transferable bundle of tax losses that would have value

apart from petitioners' status as partners. For obvious reasons, tax deductions

and tax credits are not, in the absence of a statutory provision to the contrary,

freely transferable from one person to another if wholly severed from the property

... to which they relate .... Accordingly, we decline to treat these tax losses as

so much property created by the promoters of the partnership."

(Id. at 656-57, 666-67 [emphasis added].)

The court finds defendants' cases distinguishable. In the City of Chicago,

Chicago's security interest in the building could not be expanded to include tax credits

which were attached to defendants' subsequent partnership securities. Likewise, in

Randall, petitioners purchased securities with tax credits attached to them and the case

did not involve the UCC. Here, the circumstances are significantly different, and thus,

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the court finds that the NOLs constitute general intangibles which are very clearly the

intended collateral under the Agreement and were secured by the UCC statement.

This is a case about NOLs. Defendants concede that

"[t]he value of GMFC's NOLs can only be realized by GMFC and under

certain limited conditions, such as, by operating a taxable income-

generating business or acquiring a significant earning asset base. Without

such a business, GMFC's NOLs will remain unutilized and Golden

Mountain remains completely dependent on the Falcon to fund its

operations through the Loan Agreement."

(NYSCEF 44, Govindan aff ,I38.) Defendants acknowledge that their "most valuable

assets are GMFC's NOLs." (Id.; see also NYSCEF 50, Defendants' MOL at 10.)

Indeed, the NOLs are effectively defendants' only asset. According to plaintiffs

"OpCo does not engage in any significant business operations or have any

revenue streams. Thus, the Company's most significant asset from which it

could reasonably expect to realize value and pursuant to which Falcon could

recoup its loan proceeds are the NOLs. The NOLs are of significant value

because, subject to certain federal income tax limitations, they can be used by an

entity with significant revenue to offset its tax obligations. Accordingly, it is a

significant asset that could serve as consideration for a potential transaction with

a company with significant revenue streams that would not only provide value to

its stockholders but also enable Falcon to be repaid in full."

(NYSCEF 1, Complaint ,I46.)

The court is guided, as it must be, by the Agreement. Annex B describes the

Collateral as follows: "All General Intangibles" and "all other personal property and

rights of every kind." (NYSCEF 7, Agreement Annex B (g), (r) at 21/43.) Annex B also

provides that should "the definition of any category and type of collateral" be "expanded

by the UCC," then that expanded definition applies to this Agreement. (Id.) Under

Article 9 of the UCC, a "general intangible" is "any personal property, including things in

action, other than accounts, chattel paper, commercial tort claims, deposit accounts,

documents, goods, instruments, investment property, letter-of-credit rights, letters of

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credit, money, and oil, gas, or other minerals before extraction. The term includes

payment intangibles and software. (UCC § 9-102[42].) The UCC classifies property

into three categories: (i) real property, (ii) fixtures, and (iii) personal property, but the

NOLs are clearly neither real property nor fixtures, necessarily making them personal

property.

Defendants also insist there will be no irreparable harm because plaintiff's loan

will be paid as a condition of the Halsa transaction. Without the loan, plaintiff will have

no securitized assets, and thus, the NOLs cannot be dissipated from plaintiff's

perspective. As discussed above and on the record on December 21, 2023, the court

has no evidence of such an agreement, other than the aspirational statements from

defendants. Moreover, there is no evidence that the parties have located funding to pay

off the loan. ( See NYSCEF __ , Colon aff ,i10.)

Finally, plaintiff has established nonspeculative irreparable harm from

defendants' corporate governance changes and changes to the bylaws. (See

Broadway Assocs v Park Royal Owners, Inc., 2002 NY Misc LEXIS 2114, *11-12 [Sup

Ct, NY County 2002] [holding that "[a] corporate shareholder who has been wrongfully

denied the fundamental right to vote their shares and gain representation on the board

of directors is presumed to be threatened with irreparable harm" where the corporate

electoral process is tainted.]; see also Bank of NY Co v Irving Bank Corp, 139 Misc 2d

665 [Sup Ct, NY County 1988].)

Balance of Equities

"In order for a preliminary injunction to issue it must be shown that the irreparable

injury to be sustained by the plaintiff is more burdensome to it than the harm caused to

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defendant through imposition of the injunction." (Nassau Roofing & Sheet Metal Co.,

Inc. vFacilitiesDev. Corp., 70AD2d 1021, 1022 [3d Dept 1979] [citation omitted].)

Plaintiff asserts that its collateral will be impaired without the preliminary injunction.

Defendants challenge whether plaintiff will be harmed at all. Defendants' argument

presumes that the loan will be paid in full, but as discussed above, the court has no

such evidence. Certainly, granting the preliminary injunction will impede the Halsa

transaction, but it will not interfere with finding another transaction, nor restructuring the

Ha Isa transaction in such a way that plaintiff would consent. Therefore, the court finds

that the equities favor plaintiff.

Finally, while the court accepts defendants' recitation of the procedural history of

the Delaware actions involving plaintiff's rights as a shareholder and option holder under

Delaware law, defendants do not request any relief or offer any law applicable to this

preliminary injunction motion. Instead, defendants assert that they intend to move for a

stay of this action in favor of the Delaware action. Therefore, there is nothing before the

court on which the court can determine that the Delaware action precludes this action.

Accordingly, it is

ORDERED that the parties shall file in NYSCEF the affidavits and letter sent to

the court by email on December 26, 2023; and it is further

ORDERED that plaintiff's motion for a preliminary injunction is granted; and it is

further

ORDERED that the undertaking is fixed in the sum of $3.5 million conditioned

that the plaintiff, if it is finally determined that he it was not entitled to an injunction, will

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pay to defendants all damages and costs which may be sustained by reason of this

injunction; and it is further

ORDERED that defendants, their agents, servants, employees and all other

persons acting under the jurisdiction, supervision and/or direction of defendant, are

enjoined and restrained, during the pendency of this action, from doing or suffering to

be done, directly or through any attorney, agent, servant, employee or other person

under the supervision or control of defendant or otherwise, any of the following acts: (1)

further breaching the Revolving Loan and Security Agreement, dated January 22, 2021;

(2) effectuating a transaction between Defendants, on the one hand, and Halsa

Holdings, LLC or lgaldl, Ltd and their affiliates, on the other; and/or (3) taking any action

to dissipate Plaintiff's collateral in Defendants; and it is further

ORDERED that the parties are directed to submit the December 21, 2023

transcript by filing it in NYSCEF and emailing the court; and it is further

ORDERED that counsel are directed to appear for a preliminary conference on

February 20, 2024 at 10 AM unless the parties file a PC order on consent prior to that

date.

2/1/2024

DATE ANDREA MASLEY, J.S.C.

CHECK ONE: CASE DISPOSED NON-FINAL DISPOSITION

GRANTED □ DENIED GRANTED IN PART □ OTHER

APPLICATION: SETTLE ORDER SUBMIT ORDER

CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT □ REFERENCE

655783/2023 TS FALCON I, LLC vs. GOLDEN MOUNTAIN FINANCIAL CORP. ET AL Page 15 of 15

Motion No. 001

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