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.
NYSCEF DOC. NO. 109 

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. 

Plaintiff, 

MOTION DATE 

- V -

INDEX NO. 655783/2023 

RECEIVED NYSCEF: 02/01/2024 

655783/2023 

GOLDEN MOUNTAIN FINANCIAL CORP., GOLDEN 

MOUNTAIN FINANCIAL HOLDINGS CORP., and GMF 

MIDCO, LLC, 

MOTION SEQ. NO. 001 

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 

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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, 

Govindan2 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, LLC5 (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 1 0(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 surreply 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 

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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 filing8 did not securitize the NOLs because it 

cannot file a UCC on NOLs. Relying on City of Chicago v Michigan Beach Housing Coop, 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 incomegenerating 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: 

APPLICATION: 

CHECK IF APPROPRIATE: 

CASE DISPOSED 

GRANTED □ DENIED 

SETTLE ORDER 

INCLUDES TRANSFER/REASSIGN 

NON-FINAL DISPOSITION 

GRANTED IN PART 

SUBMIT ORDER 

FIDUCIARY APPOINTMENT 

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

Motion No. 001 

15 of 15 

□ OTHER 

□ REFERENCE 

Page 15 of 15 

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