FINAL 03/31/21

Plaintiff Litigation Funding Agreement 

This Litigation Funding Agreement (“Agreement”) is made and 

entered into as of March 31, 2021 (the “Effective Date”) by and 

among LEGALIST FUND II, L.P. (the “Funder”), SEVEN

STARS ON THE HUDSON CORP. (the “Plaintiff”), and LAW 

OFFICE OF KATHLEEN A. DALY, P.A. (the “Counsel”). 

For the avoidance of doubt and notwithstanding the execution 

hereof, each party’s obligations hereunder shall be subject to

prior entry by the Bankruptcy Court of an order (in form and 

substance acceptable to Funder) approving this Agreement. 

Recitals 

A. Plaintiff has filed a voluntary petition for relief under chapter 

11 of title 11 of the United States Code (the “Bankruptcy Code”)

and its bankruptcy case is pending before the United States 

Bankruptcy Court for the Southern District of Florida (the 

“Bankruptcy Court”). 

B. Plaintiff has commenced an adversary proceeding against

MDG Powerline Holdings, LLC and XBK Management, LLC 

(together, the “Defendant”) in connection with the Claim(s) (as 

defined below) Plaintiff has against Defendant. 

C. Plaintiff is being advised on and/or represented in connection 

with the Claim(s) by Counsel. 

D. Plaintiff and Funder have agreed that Funder will provide 

certain funding to facilitate the prosecution of the Claim(s) in 

exchange for certain payments if any recovery is awarded to 

Plaintiff in connection with the Claim(s). 

Agreement 

Plaintiff, Counsel, and Funder, in consideration of the foregoing 

recitals, the mutual covenants, promises, and agreements

hereinafter set forth, the mutual benefits to be gained by the 

performance thereof, and for other good and valuable 

consideration, the receipt and sufficiency of which are hereby 

acknowledged and accepted, intend to be legally bound by the 

terms and conditions of this Agreement, subject to entry of a 

Bankruptcy Court order (in form and substance acceptable to 

Funder) approving the same. 

1.0 Definitions

“Agreement” has the meaning set forth in the introductory 

paragraph. 

“Budget” means Counsel’s reasonable estimate of the funding 

required to prosecute the Claim(s) to conclusion (including, as 

necessary, through trial and enforcement/collection), which is 

attached as Exhibit A and which may be amended only with 

Funder’s prior written consent pursuant to Section 2.3. 

“Claim(s)” means the affirmative claims and causes of action of 

Plaintiff asserted in Seven Stars on the Hudson Corp. v. MDG 

Powerline Holdings, LLC et al., A.P. No. 19-01230, pending in 

the Bankruptcy Court, and in each and every other Proceeding(s) 

(as defined below), as the same may be amended from time to 

time, whether now existing or hereafter arising, in any way arising 

out of, related to, or in connection with any such claims, causes of 

action, or Proceeding(s). 

“Claim Proceeds” means any and all value due to and/or received 

by, on behalf of, or in lieu of payment to, Plaintiff arising out of 

or in connection with the Claim(s) as a result of any judgment, 

award, order, settlement arrangement, and/or compromise 

(including payment of any damages (whether treble, 

compensatory, punitive, or special), compensation, interest, 

restitution, recovery, judgment sum, arbitral award, settlement 

sum, compensation payment, costs, and interest on costs), 

whether in monetary or non-monetary form, whether actual or 

contingent, gross of any offset or setoff, and before deduction of 

any taxes that Plaintiff may be liable to pay in connection with 

such value due to and/or received by Plaintiff; provided that Claim 

Proceeds shall not include awards of specific performance by 

Defendant relating to signage, access, or marketing of Plaintiff’s 

business, in an aggregate amount of $25,000 or less (subject to the 

valuation provisions of Section 2.3). 

“Committed Funds” means $105,000. 

“Common Interest Material” means any discussion, evaluation, 

negotiation, or any other communication or exchange of 

information relating to the Claim(s) in any way, whether written 

or oral, between or among Plaintiff, Counsel, Funder, and/or 

Funder’s legal counsel, provided that such communication or 

exchange of information would be protected by attorney–client 

privilege between Counsel and Plaintiff, the attorney workproduct doctrine, or some other privilege or discovery protection 

if not disclosed to a third party lacking a common legal interest. 

“Confidential Information” means the Common Interest Material 

and, if not already covered as Common Interest Material, any 

communication or exchange of information relating to the 

Claim(s), including: (a) information, of any type, relevant to 

understanding the Claim(s); (b) Counsel’s or Funder’s counsel’s 

strategies, tactics, analyses, or expectations of the parties to the 

Proceeding(s), regarding the Claim(s) or Claim Proceeds; and (c) 

any professional work product relating to the Claim(s) or Claim 

Proceeds, whether prepared for Plaintiff, Counsel, Funder, or 

Funder’s counsel. Notwithstanding the foregoing, Confidential 

Information does not include information that: (i) was or becomes 

generally available to the public other than by breach of this 

Agreement; (ii) was, as documented by the written records of the 

receiving party, known by the receiving party at the time of 

disclosure to it or was developed by the receiving party or its 

representatives without using Confidential Information or 

information derived from it; or (iii) was disclosed to the receiving 

party in good faith by a third party who has an independent right 

to such subject matter and information. 

“Costs and Disbursements” means the legal fees, court costs, and 

other miscellaneous expenses specified in the Budget or approved 

by Counsel. 

“Counsel” has the meaning set forth in the introductory paragraph. 

“Defendant” has the meaning set forth in the recitals. 

“Effective Date” has the meaning set forth in the introductory 

paragraph. 

“Funder” has the meaning set forth in the introductory paragraph. 

“Funder Costs Amount” means the reimbursement of 1.25% of 

the Committed Funds to Funder for its diligence and underwriting 

costs plus the total of all Costs and Disbursements actually paid 

or otherwise funded by Funder pursuant to this Agreement, 

whether or not those Costs or Disbursements were (i) reasonably 

incurred by Plaintiff in accordance with this Agreement or 

(ii) specified in the Budget then in effect. 

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“Funder Recovery Amount”1 means: 

(i) (a) 1.397x the Committed Funds, if repayment in full occurs 

within 12 months of the Effective Date and prior to the 

beginning of Defendant’s case at trial;

(b) 2.439x the Committed Funds, if repayment in full occurs

after 12 months but within 18 months of the Effective Date 

and prior to the first beginning of Defendant’s case at trial; 

and 

(c) 3.472x the Committed Funds, if repayment in full occurs 

thereafter; plus 

(ii) 15% of all remaining Claim Proceeds. 

“Non-Monetary Claim Proceeds Fair Market Valuation” means 

Plaintiff’s good faith determination of the fair market value of any 

and all non-monetary Claim Proceeds. 

“Plaintiff” has the meaning set forth in the introductory paragraph.

“Proceeding(s)” means each and every litigation or alternative 

dispute resolution proceeding arising out of, related to, or 

connected with the Claim(s), including any settlement 

negotiation, arbitration, mediation or appeal, as well as any other 

proceedings that Funder and Plaintiff agree in writing shall be the 

subject of this Agreement.2 For the avoidance of doubt, 

Proceeding(s) shall not include any proceedings governed by 

Section 9.5. 

“Secured Obligations” means: (a) the obligation of Plaintiff to pay 

the Funder Costs Amount and Funder Recovery Amount to 

Funder; (b) all other debts, liabilities, obligations, covenants and 

duties of Plaintiff to Funder now or hereafter existing, whether 

joint or several, direct or indirect, absolute or contingent, or due 

or to become due, arising under or in connection with this 

Agreement, or any of the transactions contemplated hereby and 

including any interest due thereon and all fees, costs, and expenses 

incurred by Funder in connection therewith; (c) all debts, 

liabilities, obligations, covenants and duties of Plaintiff to pay or 

reimburse Funder for all expenses, including attorneys’ fees, 

incurred by Funder in connection with the enforcement, attempted 

enforcement, or preservation of any rights or remedies under this 

Agreement, including all such costs and expenses incurred during 

any legal proceeding; and (d) all interest and fees on any of the 

foregoing. All Secured Obligations shall constitute 

“superpriority” administrative-expense claims with priority over 

(i) all other administrative-expense claims, expenses, and costs 

permitted by, described in, or entitled to priority under the 

Bankruptcy Code (expressly including claims of Counsel, trial 

counsel, or any other estate professional) and (ii) all other 

unsecured claims against the Plaintiff. 

2.0 Funding Terms 

2.1 Agreement to Fund Plaintiff. In return for Plaintiff’s 

agreement to pay from any Claim Proceeds recovered the Funder 

Costs Amount, the Funder Recovery Amount, and any other 

Secured Obligation to Funder in accordance with the terms of this 

Agreement, Funder agrees to pay reasonable Costs and 

Disbursements in accordance with the terms of this Agreement. 

1

 Note that in all cases, this is the premium amount paid in addition to the repayment of Funder Costs Amount. 

2

 Any reference herein to “commencement of trial” or words of similar import shall, in the context of an arbitration, be a reference 

to the earlier to occur of (x) submission of terms of reference to the arbitral body and (y) commencement of the arbitration hearing.

2.2 Reasonable Costs and Disbursements Only. Unless otherwise 

agreed by Funder, Funder will not pay, and will not be liable under 

this Agreement, for any unreasonable Costs and Disbursements, 

including without limitation the following costs, disbursements, 

or liabilities that may be incurred by Plaintiff: 

(a) costs and/or other sums incurred as a result of Plaintiff’s 

failure (on any one or more occasions) to cooperate with or 

to follow the advice of Counsel; 

(b) costs and/or other sums incurred as a result of any default by 

Plaintiff; 

(c) any liability for payment of Defendant’s costs or Plaintiff’s 

liability for fines or penalties; 

(d) costs and/or other sums incurred as a result of any 

unreasonable failure by Plaintiff or Counsel to comply with 

applicable law, an order or procedural rule of the applicable 

court during the Proceeding(s), or any discovery or other 

related obligations; 

(e) costs and/or other sums incurred as a result of any sanctions 

ordered against Plaintiff or Counsel; 

(f) costs and/or other sums incurred prior to the Effective Date 

or after the term of this Agreement; 

(g) costs and/or other sums incurred over 30 days prior to the date 

the invoice is submitted to Funder; 

(h) costs and/or other sums incurred in connection with 

Plaintiff’s defense against any claim or counterclaim 

(whether as defendant, counter-defendant, or otherwise); or 

(i) any Costs or Disbursements in excess of the Committed 

Funds. 

2.3 Payment Terms; Disputed Amounts. Plaintiff shall instruct 

Counsel and any other service providers provided for in the 

Budget to address invoices relating to the work described in the 

Budget to Plaintiff but mark such invoices payable by Funder, and 

to deliver such invoices to Plaintiff (with a copy to Funder 

simultaneously) for payment. After Plaintiff and/or any other 

party who has authority to approve such invoices does so and 

Funder agrees that the Costs and Disbursements on an invoice are 

reasonable, it shall pay the applicable amount when due; provided 

that Plaintiff and Counsel shall jointly address an Affirmation and 

Request for Disbursement to Funder with such applicable amount 

stated in the form attached as Exhibit B and incorporated by 

reference. 

If Funder, in its reasonable opinion, believes that some or all of 

the Costs and Disbursements on an invoice are unreasonable and 

are not required to be paid by Funder hereunder, Funder shall 

provide a written notice setting out the reasons for its belief to 

Plaintiff (with a copy to the relevant billing party simultaneously) 

within 30 days of receipt of the invoice. If Funder provides such 

notice, Funder and Plaintiff agree to work together with the 

relevant billing party to resolve the disputed amounts. Pending 

resolution of such disputed amounts, Funder shall pay any Costs 

and Disbursements that are not subject to dispute. If Funder and 

Plaintiff are unable to resolve the disputed amounts within 30 

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days, Funder and Plaintiff shall rely on the arbitration procedure 

set out in Section 9.5 for resolution. 

Plaintiff and Counsel represent and warrant that the Budget (as in 

effect on the Effective Date), including the specific line items 

therein, is a reasonable estimate of the investment required to

prosecute the Claim(s) to conclusion (including, as necessary, 

through trial and enforcement/collection). If Plaintiff and Counsel 

intend to seek reimbursement of fees, costs, or expenses in any 

way not in compliance with the Budget then in effect, they shall 

(prior to delivery of the applicable Affirmation and Request for 

Disbursement) submit to Funder a revised Budget for its approval. 

If such revised Budget is (in form and substance) acceptable to 

Funder, it shall (upon Funder’s written confirmation) become the 

Budget then in effect for all purposes hereunder (notwithstanding 

the provisions of Section 9.8). Plaintiff and Counsel shall not 

submit for reimbursement of fees, costs, or expenses not in 

compliance with the Budget then in effect. 

2.4 Change to Counsel Agreement. Plaintiff and Counsel verify

that Plaintiff and Counsel have modified their fee agreement for 

advice and/or representation in connection with the Claim(s) to 

convert 100% of Counsel’s fees under that agreement to 

contingency fees (33%), which (together with any other amount 

owed to Counsel or trial counsel from the Claim Proceeds) 

Counsel agrees shall be subordinate to (i) Funder’s lien on and 

security interest in such Claim Proceeds and (ii) Funder’s right 

hereunder to priority of payment of the Funder Costs Amount, the 

Funder Recovery Amount, and all other Secured Obligations. 

Notwithstanding anything herein to the contrary, with respect to 

any Claim Proceeds awarded as statutory attorney’s fees, up to 

$125,000 of such Claim Proceeds shall be available first to pay 

amounts owing to trial counsel retained by Plaintiff. 

2.5 Other Conditions Precedent. Funder’s execution hereof shall 

be subject to the prior approval of this Agreement by its 

Investment Committee. Funder’s obligations under Section 2.1 

shall be subject to Funder’s completion of due diligence and, if 

applicable, favorable resolution of any pending dispositive 

motion. 

3.0 Recovery Terms 

3.1 Agreement to Pay Funder.3 The Funder Costs Amount and 

Funder Recovery Amount shall become payable only if Plaintiff 

recovers Claim Proceeds. In return for Funder’s agreement to pay 

Plaintiff’s reasonable Costs and Disbursements incurred in 

accordance with this Agreement, Plaintiff agrees to pay Funder, 

upon recovery of Claim Proceeds, the Funder Costs Amount and 

Funder Recovery Amount. Plaintiff acknowledges and agrees that 

Funder’s entitlement to the Funder Costs Amount and Funder 

Recovery Amount shall begin upon the Effective Date and 

continue to accrue with Funder’s payment of any portion of the 

Committed Funds, whether or not Funder provides the entirety of 

the Committed Funds, subject to Section 8.3. If the Claim 

Proceeds are insufficient to pay in full both the Funder Costs 

Amount and Funder Recovery Amount, then the Claim Proceeds 

shall be applied exclusively and entirely to paying these amounts 

to Funder, after which no further sum shall be payable hereunder. 

3

 For the avoidance of doubt, Plaintiff’s various representations, warranties, covenants, agreements, and other obligations hereunder 

shall be joint and several obligations of each individual plaintiff. 

3.2 Payment of Claim Proceeds; Non-Monetary Claim Proceeds. 

Plaintiff and Counsel agree that Counsel will hold any Claim 

Proceeds received by it, or by Counsel on its behalf, in trust for 

Funder, on terms that shall entitle Funder to receive such part of 

the Claim Proceeds as equals the total of the Funder Costs 

Amount and Funder Recovery Amount. Plaintiff shall, in good 

faith, use best efforts to release Claim Proceeds to Funder to pay 

the Funder Costs Amount and Funder Recovery Amount pursuant 

to this Agreement as promptly as possible, pursuant to the 

following wire instructions: 

LEGALIST FUND II, L.P. 

Bank: Silicon Valley Bank 

ABA Number: 121140399 

Account Number: 3302704543 

All Claim Proceeds received in monetary form shall be paid into 

Counsel’s escrow account immediately upon receipt, for further 

payment to Funder. In the case of Claim Proceeds received in nonmonetary form, unless otherwise agreed by Funder and Plaintiff 

in writing, Plaintiff shall, as promptly as possible, pay into 

Counsel’s escrow account an amount equal to the Non-Monetary 

Claim Proceeds Fair Market Valuation and simultaneously 

provide to Funder in writing (with a copy to Counsel 

simultaneously) a statement of the details of the Non-Monetary 

Claim Proceeds Fair Market Valuation. If Funder, in its 

reasonable opinion, disagrees with the Non-Monetary Claim 

Proceeds Fair Market Valuation, Funder shall provide a written 

notice setting out the reasons for its belief to Plaintiff (with a copy 

to Counsel simultaneously) within 30 days of receipt of the NonMonetary Claim Proceeds Fair Market Valuation statement. If 

Funder provides such notice, Funder and Plaintiff agree to work 

together to resolve the disputed fair market value determination 

of the non-monetary Claim Proceeds. If Funder and Plaintiff are 

unable to resolve such dispute within 30 days, Funder and 

Plaintiff shall rely on the arbitration procedure described in 

Section 9.5 for resolution. 

4.0 Plaintiff’s Representations and Warranties 

Plaintiff represents and warrants to Funder as follows: 

4.1 Full Disclosure. Plaintiff and Counsel have provided Funder 

with all material information relating to the Claim(s), excluding 

information protected solely by the attorney–client privilege. All 

material information Plaintiff or Counsel has provided to Funder 

and/or filed on the docket in the Proceeding(s) (expressly 

including all allegations contained in Plaintiff’s pleadings) is true 

and correct. 

4.2 No Impairment. Other than as already disclosed to Funder, 

Plaintiff has not taken any action (including executing 

documents) or failed to take any action that (a) would materially 

and adversely affect the Claim(s), or (b) would give any person or 

entity (other than Funder and Plaintiff) an interest in the Claim 

Proceeds other than as set forth in Section 2.4. 

4.3 Omitted. 

4.4 Authority. Plaintiff (if an entity) is duly organized, validly 

existing, and in good standing under the laws of its jurisdiction of 

organization. Plaintiff has the power and authority to execute and 

deliver this Agreement and to consummate the transactions 

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contemplated hereby. The execution and delivery of this

Agreement and the consummation of the transactions 

contemplated hereby have been duly authorized by all necessary 

corporate (or, if applicable, other entity) action by Plaintiff and no 

further corporate (or, if applicable, other entity) action is required 

by Plaintiff to authorize this Agreement and the transactions 

contemplated hereby. This Agreement has been duly executed and 

delivered by Plaintiff and constitutes the valid and binding 

obligations of Plaintiff, enforceable in accordance with its terms, 

subject to (a) laws of general application relating to bankruptcy, 

insolvency, and relief of debtors and (b) rules of law governing 

specific performance, injunctive relief, and other equitable 

remedies. 

4.5 Common Interest. Plaintiff has received the advice of Counsel, 

or of another duly qualified law firm or attorney, regarding the 

common interest doctrine. 

5.0 Funder’s Representations and Warranties 

Funder represents and warrants to Plaintiff as follows: 

5.1 Committed Funds. Funder has sufficient funds available to 

fulfill its obligations hereunder. 

5.2 No Conflicts. Other than as already disclosed to Plaintiff, 

Funder has not, as of the Effective Date: (a) paid a referral fee to 

Counsel in connection with the Claim(s), Plaintiff, or this 

Agreement; (b) entered into any transaction with Counsel that has 

or would make Counsel a part owner of Funder; (c) contracted 

with any other party or potential party to the Claim(s); (d) engaged 

in negotiations with any other party or potential party to the 

Claim(s); or (e) entered into any relationship with Counsel that 

conflicts with Plaintiff’s interests regarding the Claim(s). Funder 

does not have a duty, contractual obligation, or other requirement 

to monetize its interest in the Claim(s) within any particular 

timeframe or which would require Funder to cease funding the 

Claim(s). For the avoidance of doubt, the preceding sentence does 

not include a fiduciary or other duty that would require Funder to 

cease funding the Claim(s) pursuant to Section 8.2 because of 

Funder’s assessment of the viability of the Claim(s). In addition, 

Funder has not instituted any action, suit, or arbitration separate 

from the Claim(s) arising from the same facts, circumstances or 

law giving rise to the Claim(s), and has not granted (or purported 

to grant) any charge, lien, or other security interest with respect to 

the Claim(s) and the Claim Proceeds in any way, other than such 

payments that would become due after all payments due to Funder 

hereunder have been satisfied in full. 

5.3 No Disclosure of Common Interest Material. Funder and its 

legal counsel have not disclosed any Common Interest Material to 

anyone without Plaintiff’s and Counsel’s prior written consent. 

5.4 Authority. Funder is duly organized, validly existing and in 

good standing under the laws of its jurisdiction of organization.

Funder has the power and authority to execute and deliver this 

Agreement and to consummate the transactions contemplated 

hereby. The execution and delivery of this Agreement and the 

consummation of the transactions contemplated hereby have been 

duly authorized by all necessary corporate action on the part of 

Funder and no further corporate action is required by Funder to 

authorize this Agreement and the transactions contemplated 

hereby, except as set forth in Section 2.5. This Agreement has 

been duly executed and delivered by Funder and constitutes the 

valid and binding obligation of Funder, enforceable in accordance 

with its terms, subject to (a) laws of general application relating 

to bankruptcy, insolvency, and relief of debtors and (b) rules of 

law governing specific performance, injunctive relief, and other 

equitable remedies. 

6.0 Additional Covenants

6.1 Accuracy of Representations and Warranties. Each party 

covenants and agrees that all representations and warranties made 

by it pursuant to this Agreement shall continue to be true and 

correct throughout the term of this Agreement. Each party further 

agrees to promptly notify the other parties if a representation or 

warranty it made is no longer true and correct. 

6.2 Duty to Cooperate. Plaintiff covenants to cooperate in the 

prosecution of the Claim(s), including without limitation, causing 

its officers, executives, and employees to promptly and fully assist 

Counsel as reasonably necessary to conduct and conclude the 

Claim(s). For the avoidance of doubt, such assistance includes all 

actions any plaintiff may reasonably expect undertaking, 

including, without limitation, submitting to examination, 

verifying statements under oath, and appearing at any 

Proceeding(s). 

6.3 Duty to Conduct Claim(s). Plaintiff covenants to use best 

efforts to continue to conduct the Claim(s) until their settlement 

or final resolution as long as Counsel represents Plaintiff on a 

contingency basis or Funder continues to fund the Claim(s) in 

accordance herewith. Counsel covenants that it will not 

voluntarily withdraw (i.e., other than as required under its ethical 

obligations, as confirmed by Section 6.5) from representation of 

Plaintiff or prosecution of the Claim(s) to conclusion (including, 

as necessary, through trial and enforcement/collection), expressly 

including in the event of Budget overruns. Both Plaintiff and 

Counsel covenant that the Claim(s) shall be prosecuted in 

accordance with the Budget. 

6.4 Control of Claim(s). Plaintiff shall retain control over the 

conduct of the Claim(s) and in particular over settlement of the 

Claim(s) with the Defendant. Without limiting the previous 

sentence, Plaintiff agrees to take and follow the legal advice of 

Counsel at all appropriate junctures. 

6.5 No Interference. The parties recognize that Counsel must at 

all times comply with its ethical duties to act in the best interests 

of Plaintiff and in accordance with its other professional 

responsibilities and duties. Nothing in this Agreement entitles 

Funder to interfere in the conduct of the Claim(s) and/or the 

Proceeding(s). 

6.6 Duty to Inform. Plaintiff agrees and undertakes to keep Funder 

fully informed about the progress of the Claim(s) insofar as is 

proportionate, reasonably practicable, and consistent with 

maintaining applicable privileges. Plaintiff hereby irrevocably 

instructs Counsel to provide written status reports to Funder, in

form and detail reasonably acceptable to Funder, at least once 

each calendar quarter during the pendency of the Claim(s); upon 

the occurrence of any material event in the Claim(s); and from 

time to time upon Funder’s reasonable request. 

In addition, Plaintiff hereby irrevocably instructs Counsel, and if 

further instructions are needed, undertakes to instruct Counsel, to 

provide Funder within three business days following receipt a 

copy of any material document or filing made or obtained in the 

Proceeding(s) by any lawful means, including without limitation: 

(1) all material, non-privileged information, regardless of the 

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information’s source, confidentiality, or form, unless Funder 

already possesses or controls such information; 

(2) acknowledging that this Agreement contains provisions 

requiring the parties to protect the confidentiality of any 

Confidential Information disclosed, all attorney work product

relating to the Claim(s) as soon as practicable; and (3) 

communicating attorney–client privileged information to Funder 

(as permitted under the law) in the furtherance of that interest does 

not waive the privilege, all such information on a topic-by-topic 

basis, provided that neither Plaintiff nor Counsel shall disclose 

attorney–client protected information to Funder unless (i) Plaintiff 

has discussed with Counsel the information to be shared, the 

reason for the sharing, and the probable consequences if the 

sharing is ultimately held to waive the privilege and (ii) Plaintiff 

has given written consent to such information sharing. 

All such and other written and/or oral communications between 

Funder and Counsel and/or Plaintiff shall be subject to the 

jurisdiction set forth in Section 9.4. 

6.7 No Change in Counsel Without Funder Notice. Plaintiff 

agrees and undertakes that it will not engage a new attorney or 

law firm in connection with the Claim(s), either as a replacement 

or supplement to Counsel, without giving Funder 30 days’ prior 

notice and giving good faith consideration to Funder’s response, 

if any. This provision is subject and subordinate to Plaintiff’s 

right to have counsel of its choosing. 

6.8 Funder Notifications of Settlement. Plaintiff agrees that it will 

immediately notify Funder upon receiving a settlement offer and 

provide Funder with the complete details of (including copies of 

all documents evidencing or otherwise relating to) the offer in 

such notice. Plaintiff shall not make a settlement offer without 

first notifying Funder thereof, including the complete details of 

(including copies of all documents evidencing or otherwise

relating to) the proposed offer. Plaintiff agrees that it will not 

respond to a settlement offer or make a settlement offer until after 

giving good faith consideration to Funder’s analysis thereof;

provided that Funder shall communicate such analysis within four 

business days of receiving such notice. The foregoing is a 

continuing obligation of Plaintiff, which shall provide Funder 

with the foregoing information and/or documents at each stage of 

settlement negotiations, up to and expressly including execution 

of a final settlement agreement (a copy of which shall be 

simultaneously delivered to Funder). For the avoidance of doubt, 

the parties acknowledge and agree that any decision regarding 

settlement of Claim(s), including the ultimate decision whether 

and for how much to settle any Claim(s), lies solely with Plaintiff.

6.9 Indemnification. Plaintiff agrees to cooperate with Funder in 

the pursuit of any suit filed against Counsel by either Plaintiff or 

Funder in connection with such loss or damage. The indemnity in 

this section is limited to the extent of any successful recovery of 

such loss or damage or costs in any such proceedings against 

Counsel. 

6.10 Future Encumbrances. During the term hereof, Plaintiff shall 

not itself, or cause, permit, or allow, directly or indirectly, anyone 

else to (i) create, assume, incur, suffer, or permit to exist any 

pledge, encumbrance, security interest, assignment, lien, or 

charge of any kind or character on the Claim(s), Claim Proceeds, 

or other Collateral or (ii) sell, transfer, issue, reissue, exchange, or 

grant any option with respect to the Claim(s), Claim Proceeds or 

other Collateral, in each case, without Funder’s written approval, 

which approval shall not be unreasonably withheld. If this 

Agreement is terminated, unless and until Funder has been repaid 

all amounts owing to it hereunder, Plaintiff shall not take any of 

the foregoing actions to the extent it would, in any way, prejudice, 

offset, or interfere with Funder’s rights hereunder, including 

without limitation any accrued right or entitlement to the Funder 

Costs Amount, the Funder Recovery Amount, or any other 

Secured Obligation. 

6.11 Foreseeable Circumstances. Plaintiff, Counsel, and Funder 

acknowledge that the (i) COVID-19 pandemic and/or other 

instances of pandemic or widespread virus or infection and (ii) 

ongoing riots, insurrections, terrorist acts, and/or other domestic 

unrest and uncertainty shall not be considered unforeseeable 

circumstances for purposes of this contract. Plaintiff, Counsel, 

and Funder agree that any claim of unenforceability, Force 

Majeure, or other claim and/or defense related to this and/or any 

pandemic, virus, civil unrest, and/or infection-related or other 

court closure arising from or related to or arising from the 

aforementioned circumstances are hereby waived. 

6.12 Quarterly Affirmation. Within 10 business days of the end of 

each calendar quarter, Plaintiff and Counsel shall submit a 

completed Affirmation and Request for Disbursement to Funder. 

7.0 Common Interest and Confidentiality 

7.1 Common Interest. Plaintiff and Funder agree they share a 

common legal interest and, to the degree necessary to further their 

common legal interest, agree to share Common Interest Material 

in accordance with the terms hereof. Plaintiff and Funder agree 

the material would not be shared if the common legal interest did 

not exist and do not waive any legal professional privilege, 

common interest privilege, or other privilege or protection 

attaching to any documents and information disclosed to Funder. 

Any privileged information and documents disclosed at any time 

to Funder have been or will be disclosed on the additional basis 

that Funder has, or will have, a common interest in the pursuit and 

success of the Proceeding(s) and will at all times take all 

reasonable steps to maintain that privilege. The provision of 

privileged documents does not amount to any waiver of privilege, 

and Funder shall not use these for any purpose other than in 

respect of this Agreement, except a purpose to which the parties 

have consented or as required by law or regulation. 

7.2 Non-Disclosure Generally. During the term of this Agreement 

and for three (3) years following its termination, the recipient of 

Confidential Information of another party shall not disclose, use, 

or make available, directly or indirectly, any such Confidential 

Information to anyone, except as needed to perform its obligations 

hereunder, as the disclosing party otherwise authorizes in writing, 

or as required by law. When disclosing, using, or making 

Confidential Information available in connection with such 

obligations or as permitted by the disclosing party, the recipient 

shall take reasonable steps to preserve the confidentiality of the 

Confidential Information on terms no less restrictive than as set 

forth herein. The parties agree that neither the execution of this 

Agreement nor the provision of Confidential Information enables 

any other party to use the Confidential Information for any 

purpose or in any way other than as specified herein. 

7.3 Potentially Enforceable Disclosure Requests. If a party 

receiving Confidential Information receives a potentially 

enforceable request for the production thereof, including without 

limitation, a subpoena or other official process, that party will 

promptly notify the disclosing party in writing, unless such notice 

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is prohibited by law. If allowed, such notice shall be given before 

complying with the request and shall include a copy of the request. 

If the request is of the recipient of Confidential Information, and 

notice to the disclosing party is prohibited by law, the recipient 

must make a good faith effort to contest the disclosure, if 

appropriate. The recipient shall also make a good faith effort to 

obtain an agreement protecting the confidentiality of the 

Confidential Information prior to disclosing it. If a disclosing

party elects to contest the request, the receiving party shall not 

make any disclosure until a final, non-appealable or non-stayed 

order has been entered compelling such disclosure. The contesting 

party shall pay its own expenses and control its contest, provided 

that, if the recipient contests a request when forbidden by law to 

give the disclosing party notice of the disclosure request, the 

disclosing party shall reimburse the recipient’s reasonable 

expenses promptly after being notified of them. 

8.0 Term 

8.1 Term. The term of this Agreement shall commence on the 

Effective Date and terminate upon the earlier to occur of (a) the 

satisfaction in full of all payment obligations of Plaintiff to Funder 

hereunder and (b) termination hereof under Section 8.2. 

8.2 Termination. This Agreement may be terminated upon 

(i) mutual written agreement of Plaintiff and Funder; (ii) a 

material breach by any party to this Agreement, which breach has 

not been cured within 15 days following written notice from a 

non-breaching party; provided that if such breach is impossible to 

cure, the term may be terminated immediately upon such notice; 

(iii) Plaintiff’s or Counsel’s misrepresentation or omission of a 

material fact that is relevant to the Claim(s); (iv) Funder’s 

reasonable conclusion that, because of a change of factual 

circumstances, any of the Claim(s) is not commercially viable; or 

(v) the occurrence of: (a) default in payment when due of any 

Claim Proceeds; (b) default in the observance or performance of 

any provision of this Agreement not remedied within 30 days of 

notice thereof; (c) Plaintiff’s termination of Counsel (not trial 

counsel), or Counsel’s (not trial counsel) withdrawal from

representing Plaintiff; (d) repayment in full has not occurred 

within 30 months of the Effective Date; or (e) the Agreement shall 

for any reason not be or cease to be in full force and effect or is 

declared to be null and void (each an “Event of Default”). 

Termination shall be set forth in writing by the terminating party 

to all other parties; provided that, without prior notice and in its 

sole and absolute discretion, Funder may elect (in lieu of 

termination hereof) to charge a penalty rate upon the occurrence 

of an Event of Default, equal to an additional 7.5% per annum to 

the Funder Costs Amount and Funder Recovery Amount and all 

amounts accrued thereon. Such penalty rate shall accrue and be 

compounded and capitalized on a monthly basis. Amounts owing 

under this Section 8.2 shall constitute additional Funder Recovery 

Amount for all purposes. Such election shall not prohibit 

subsequent termination by Funder hereunder. 

8.3 Effect of Termination. If this Agreement is terminated under 

Section 8.2 (other than Section 8.2(v)(d)), Funder shall have no 

further obligation to pay reasonable Costs and Disbursements 

following the effective date of the termination. Any such 

termination shall not affect any accrued rights or entitlements of 

Funder to receive the Funder Costs Amount, Funder Recovery 

Amount, or any other Secured Obligation. In the event of 

termination under Section 8.2(iv), the Funder Recovery Amount 

shall be reduced in proportion to the Committed Funds actually 

paid by Funder prior to termination. In the event of termination 

by Funder under Section 8.2(ii) or (iii) and only to the extent that 

the Funder is a non-breaching party, any Committed Funds 

already paid shall be returned in full to Funder. Any termination 

shall not serve as a waiver of any party’s right to seek damages at 

law or other remedy in equity including injunctive relief. 

Furthermore, in the event of termination, Plaintiff shall thereafter 

use best efforts to enter into alternative funding arrangements in 

connection with the Claim(s). 

8.4 Survival. Sections 1, 2 (other than Section 2.1), 3, 4, 5, 6.10, 

7, 8, and 9 shall survive any termination hereof. 

8.5 Liquidated Damages. Because it would be impracticable or 

extremely difficult to fix the actual value of damages to Funder if 

Plaintiff or Counsel materially breaches any of the covenants 

contained in Sections 3.2, 6.8, 6.10, and/or 9.3, it has been agreed 

by the parties that liquidated damages of $10,000 represent the 

result of a reasonable endeavor by the parties to estimate a fair 

average compensation for any loss that may be sustained by 

Funder internally in connection therewith, in addition to any other 

external costs and/or attorney’s fees, if Plaintiff or Counsel fails 

to materially perform any such covenant and, as such, this amount 

is not intended to be a penalty in any manner whatsoever. 

9.0 Miscellaneous 

9.1 Limitation of Funder’s Liability. Except where directly and 

demonstrably caused by gross negligence or willful misconduct 

on the part of Funder, which may include claims of breach of the 

implied duty of good faith and fair dealing, under no 

circumstances shall Funder be liable for any outcome or 

disposition with respect to the Claim(s). IN NO EVENT SHALL 

FUNDER, ITS AFFILIATES (EXPRESSLY INCLUDING 

LEGALIST, INC.) OR ANY OF THEIR RESPECTIVE 

DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, OR 

AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, 

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR 

PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR 

INDIRECTLY RELATED TO THE AGREEMENT, 

INCLUDING, WITHOUT LIMITATION, LOSS OF 

REVENUE, ANTICIPATED PROFITS, OR LOST BUSINESS, 

DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, 

EVEN IF FUNDER OR ITS REPRESENTATIVE OR SUCH 

INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY 

OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL 

LIABILITY OF FUNDER FOR ALL DAMAGES, LOSSES, 

AND CAUSES OF ACTION (WHETHER IN CONTRACT OR 

TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE 

OR OTHERWISE) ARISING FROM THE AGREEMENT 

EXCEED, IN THE AGGREGATE, THE UNSPENT 

COMMITTED FUNDS. 

9.2 Survival of Warranties. Unless otherwise set forth in this 

Agreement, the representations and warranties of the parties 

contained herein shall survive the execution and delivery of this 

Agreement and shall in no way be affected by any investigation 

or knowledge of the subject matter thereof by or on behalf of the 

other parties. 

9.3 Successors and Assigns. 

(a) This Agreement shall inure to the benefit of and be binding 

upon the respective successors and assigns of the parties, 

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provided Plaintiff may not assign this Agreement without 

Funder’s prior written consent. 

(b) All individuals working on the prosecution of the Claim(s) 

for Counsel (each a “Key Person”) shall execute this 

Agreement solely for purposes of this Section 9.3. If any Key 

Person ceases to be a partner in, employed by, or otherwise 

affiliated with Counsel, such individual shall promptly 

provide notice thereof to Funder and, within 5 business days 

thereof, execute or otherwise obtain a joinder hereto as 

Counsel by the new entity that he or she has joined (a 

“Joinder”); provided that execution of a Joinder shall not 

release Counsel of any obligation hereunder. Any default 

under this clause (b) shall constitute a material breach for 

purposes of Section 8.2(ii). 

(c) Counsel and each Key Person agree that any litigation 

brought by Counsel either (1) involving claims substantially 

similar to the Claim(s) or (2) otherwise substantially similar 

to the Proceeding(s) shall (irrespective of the identity of the 

plaintiff therein) constitute Claim(s) hereunder. 

9.4 Governing Law. This Agreement shall be governed by the 

internal laws of the State of Delaware without respect to any rules 

regarding choice of law. 

9.5 Dispute Resolution. Any dispute, claim, or controversy arising 

out of or relating to this Agreement or the breach, termination, 

enforcement, interpretation, or validity thereof, shall be brought

in the Bankruptcy Court. 

9.6 Counterparts. This Agreement may be executed in 

counterparts, each of which shall be deemed an original, but all of 

which together shall constitute one and the same instrument. 

Counterparts may be delivered by electronic mail. 

9.7 Notices. All notices and other communications hereunder 

shall be sent by electronic mail and deemed effectively given 

(i) when sent, if sent during normal business hours of the recipient 

or (ii) if not sent during normal business hours, then on the 

recipient’s next business day. All communications shall be sent to 

the parties at the respective email addresses set forth on the 

signature page (or as subsequently modified by written notice 

given in accordance with this section). 

9.8 Amendments and Waivers. Any term of this Agreement may 

be amended, terminated, or waived only with the written consent 

of the parties. 

9.9 Severability. The invalidity or unenforceability of any 

provision hereof shall in no way affect the validity or 

enforceability of any other provision. If any provision of this 

Agreement is determined to be invalid or unenforceable under 

applicable law and regulations by a court of competent 

jurisdiction, that provision shall be limited or eliminated to the 

minimum extent necessary so that this Agreement shall otherwise 

remain in full force and effect and be enforceable. 

9.10 Cumulative Remedies. No failure by any party to exercise 

any right under this Agreement shall operate as a waiver of such 

right; nor shall any single or partial exercise of any right preclude 

any other or further exercise of the right or the exercise of any 

other right. The rights and remedies hereunder of each party are 

cumulative to, and not exclusive of, any rights or remedies which 

such party would otherwise have. 

9.11 Delays or Omissions. No delay or omission to exercise any 

right, power, or remedy accruing to any party under this 

Agreement, upon any breach or default of any other party under 

this Agreement, shall impair any such right, power, or remedy of 

such non-breaching or non-defaulting party nor shall it be 

construed to be a waiver of any such breach or default, or an 

acquiescence therein, or of or in any similar breach or default 

thereafter occurring; nor shall any waiver of any single breach or 

default be deemed a waiver of any other breach or default 

theretofore or thereafter occurring. Any waiver, permit, consent, 

or approval of any kind or character on the part of any party of 

any breach or default under this Agreement, or any waiver on the 

part of any party of any provisions or conditions of this 

Agreement must be in writing and shall be effective only to the 

extent specifically set forth in such writing. 

9.12 Force Majeure. Subject to Section 6.11, if any party fails or 

is unable to perform any obligation under this Agreement due to 

any cause beyond its reasonable control, such party shall give the 

other parties prompt notice of such cause, and use its reasonable 

best efforts to promptly correct such failure or delay in 

performance. 

9.13 Investments Not Loans. All references in this Agreement to 

funding the costs and expenses of pursuing the Claim(s), however 

described, shall be construed to be references to Funder’s 

investment in the Claim(s) and associated right to share in the 

Claim Proceeds together with the other rights set out in this 

Agreement, in return for its associated obligations set out in this 

Agreement, and it shall not be construed as a loan from Funder to 

Plaintiff or giving rise to a lender-borrower arrangement and/or 

relationship. 

9.14 Additional Savings Clause. The parties agree that this 

Agreement is not a loan and is not subject to any usury provision 

of any applicable state. All agreements between Plaintiff, 

Counsel, and/or Funder are hereby expressly limited so that in no 

contingency or event whatsoever shall the amount paid or agreed 

to be paid to Funder for the use, forbearance, or detention of the 

money to be funded in this Agreement exceed the maximum 

permissible under applicable law. If, from any circumstance 

whatsoever, fulfillment of any provision hereof, at the time 

performance of such provision shall be due, shall be prohibited by 

law, the obligation to be fulfilled shall be reduced to the maximum 

not so prohibited, and if from any circumstance Funder should 

ever receive as interest (although Funder denies any “interest” is 

due) hereunder an amount which would exceed the highest lawful 

rate, such amount as would be excessive interest shall be applied 

to the reduction of the principal of the Agreement (against 

installments of principal due hereunder in the inverse order of 

their maturity) and not to the payment of interest. This provision 

shall control every other provision of all agreements between and 

among Plaintiff, Counsel, and/or Funder. 

9.15 Grant of Security Interest. As security for the payment and 

performance in full of the Secured Obligations, Plaintiff hereby 

grants, assigns, and pledges to Funder, its successors and assigns, 

a security interest in any and all right, title, or interest of Plaintiff 

in or to any and all of the following assets and properties now 

owned or at any time hereafter acquired by Plaintiff or in which 

Plaintiff now has or at any time in the future may acquire any 

right, title or interest (collectively, the “Collateral”): (a) the 

Claim(s) and any and all Proceeds arising therefrom; (b) the Claim 

Proceeds; and (c) to the extent not otherwise included, all 

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Proceeds of any and all of the foregoing. Capitalized terms used 

but not defined in this Section 9.15 have the meanings given to 

them in the Uniform Commercial Code. 

(a) Continuing Security Interest. The security interest hereby 

granted by Plaintiff constitutes continuing collateral security 

for all Secured Obligations. 

(b) Priority of Funder’s Claims and Liens. The Funder Costs 

Amount, Funder Recovery Amount, and all other Secured 

Obligations shall constitute “superpriority” administrativeexpense claims with priority over (i) all other administrativeexpense claims, expenses, and costs permitted by, described 

in, or entitled to priority under the Bankruptcy Code 

(expressly including claims of Counsel, trial counsel, or any 

other estate professional) and (ii) all other unsecured claims 

against the Plaintiff. 

Funder’s liens on the Collateral shall, pursuant to Bankruptcy 

Code section 364(d), be senior liens with priority over any 

and all liens on, security interests in, and claims against the 

Collateral. Notwithstanding any requirement of nonbankruptcy law to the contrary, such senior liens shall 

automatically attach upon entry of a Bankruptcy Court order 

approving this Agreement, without further notice to or action 

by any party. 

Plaintiff shall take all steps and any other action reasonably 

requested by Funder to perfect or maintain the security 

interest hereby granted. 

(c) [Omitted]. 

(d) Representations and Warranties. Plaintiff represents and 

warrants to Funder that: 

Plaintiff has provided, as applicable, Plaintiff’s full legal 

name, fictional or assumed names, nicknames and aliases, 

and state of organization or primary residence. 

Plaintiff (if an entity) has not changed its name or otherwise 

used another trade or other name, or been party to a merger,

consolidation, or other change in structure or used any trade 

name, not disclosed in this section. 

Plaintiff has not acquired any Claim(s) from any other person 

except as disclosed in this section. 

Plaintiff has the right, power, and authority to grant Funder a 

senior security interest in the Collateral, subject only to entry 

of a Bankruptcy Court order approving this Agreement. 

The security interest granted by Plaintiff herein constitutes (i) 

a legal and valid security interest which is enforceable against 

the Collateral in which Plaintiff now has rights or hereafter 

acquired rights; and (ii) the security interest shall constitute a 

perfected security interest in the Collateral, in which Plaintiff 

now has rights or hereafter acquired rights at the time 

Plaintiff acquires any such rights. 

9.16 Omitted. 

9.17 Advice on this Agreement. Each party represents to the other 

parties that it (a) has read this Agreement; (b) has been 

represented in the preparation, negotiation, and execution of this 

Agreement by legal counsel of the party’s own choice or has

voluntarily declined to seek such counsel; (c) understands the 

terms and consequences of this Agreement; and (d) is fully aware 

of the legal and binding effect of this Agreement. 

9.18 Entire Agreement. This Agreement (including any exhibits 

or schedules hereto) constitutes the full and entire understanding 

and agreement between the parties with respect to the subject 

matter hereof, and any other written or oral agreements relating to 

the subject matter hereof existing between the parties are 

expressly canceled. 

IN WITNESS WHEREOF, the parties hereto have executed this 

Litigation Funding Agreement as of the Effective Date, subject to 

entry of a Bankruptcy Court order (in form and substance 

acceptable to Funder) approving the same. 

PLAINTIFF: 

SEVEN STARS ON THE HUDSON CORP. 

By _________________________ 

Name: Jens Berding 

Title: CEO 

Address: 2108 N.E. 63rd St. 

Ft. Lauderdale, FL 33308 

Email: jens_berding@yahoo.com 

Jurisdiction of Organization: 

_________________________ 

FUNDER: 

LEGALIST FUND II, L.P. 

By Legalist GP II, L.L.C., its General Partner 

By _________________________ 

Name: Christian G.B. Haigh 

Title: Managing Member 

Address: 10120 W. Flamingo Rd., Ste. 4, No. 3015 

Las Vegas, NV 89147 

Email: info@legalist.com 

COUNSEL: 

LAW OFFICE OF KATHLEEN A. DALY, P.A. 

By _________________________ 

Name: Kathleen A. Daly 

Title: Principal 

Address: 515 N. Flagler Dr., Ste. P300 

W. Palm Beach, FL 33401 

Email: kdaly@kadalylaw.com 

Solely for purposes of Section 9.3: 

_________________________ 

Kathleen A. Daly 

FLORIDA

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Case 20-19106-SMG Doc 194-3 Filed 04/20/21 Page 8 of 12
Exhibit A 

Budget 

Budget Category 

Amount Available for 

Counsel Fees for Budget 

Category 

Amount Available for Other 

Costs and Expenses for 

Budget Category1

Total 

Effectiveness of LFA $50,000 $5,000 

(Fact Discovery) $55,000 

Commencement of Expert 

Discovery ----- $20,000 

(Expert Discovery) $20,000 

End of Discovery $10,000 --- $10,000 

Denial of Summary Judgment $10,000 --- $10,000 

Commencement of Trial $10,000 --- $10,000 

Conclusion of Prosecution of 

Claim(s) $80,000 $25,000 $105,000 

1

 Amounts available for each of (i) Counsel Fees and (ii) Other Costs and Expenses shall not be applied to the other category without 

Funder’s prior written consent. 

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Case 20-19106-SMG Doc 194-3 Filed 04/20/21 Page 9 of 12
Exhibit B 

Affirmation and 

Request for Disbursement 

[Date] 

Legalist Fund II, L.P. 

c/o Legalist, Inc. (zofie@legalist.com) 

Reference is made to the Litigation Funding Agreement (the “Agreement”) dated as of March 31, 2021, between and among Law 

Office Of Kathleen A. Daly, P.A., as Counsel, and Seven Stars on the Hudson Corp., as Plaintiff, and Legalist Fund II, L.P., as 

Funder. Capitalized terms have the meanings assigned to them in the Agreement. The undersigned hereby confirm as follows: 

1. This document is an “Affirmation and Request for Disbursement” as defined in the Agreement. 

2. If applicable, the undersigned request disbursement of _________________ (the “Funding Amount”), which both Counsel and 

Plaintiff represent is for reimbursement of fees, costs, and/or expenses incurred in the following amounts, after the occurrence of 

the following events set forth in the Budget, all in accordance with the Budget: 

Budget Category Amount Payable for Counsel

Fees for Budget Category 

Amount Payable for Other 

Costs and Expenses for 

Budget Category 

Total

Counsel Fees / Discovery 

Counsel Fees / SJ and Pretrial 

Counsel Fees / Trial 

Fact Discovery 

Expert Discovery 

3. If applicable, please pay the Funding Amount to the following account (the “Account”): 

Account Name: _____________________ 

Bank: _____________________ 

ABA (for wires): _____________________ 

Account Number: _____________________ 

4. Each of the undersigned certifies that (a) neither Funder nor it has defaulted on any of their respective obligations in the Agreement,

and no other event has occurred or circumstance exists that would permit it or Funder to terminate the Agreement, both as of the 

date hereof, (b) all representations and warranties by it in the Agreement are true and correct as of the date hereof, (c) both Plaintiff 

and Counsel have fully complied with the Budget (as currently in effect) to date and will remain in the compliance following the

disbursement hereby requested, and (d) Plaintiff and Counsel will use the funds associated with this Affirmation and Request for 

Disbursement solely in accordance with the permissible uses described in the Agreement (expressly including the Budget). Each of 

the undersigned furthermore affirms and ratifies the Agreement as of the date above, which remains in full force and effect. 

5. By signing and submitting this Affirmation and Request for Disbursement, Plaintiff represents and warrants to Funder (if applicable) 

that it has approved the fees, costs, and/or expenses for which disbursement is sought and waives any right to dispute or challenge 

such disbursement by Funder. 

6. Nothing herein shall supersede or change the Agreement, and both the Agreement and this Affirmation and Request for 

Disbursement shall be interpreted together as one document. 

PLAINTIFF: 

SEVEN STARS ON THE HUDSON CORP. 

By _________________________ 

Name: Jens Berding 

Title: CEO 

Address: 2108 N.E. 63rd St. 

Ft. Lauderdale, FL 33308 

COUNSEL: 

LAW OFFICE OF KATHLEEN A. DALY, P.A. 

By _________________________ 

Name: Kathleen A. Daly 

Title: Principal 

Address: 515 N. Flagler Dr., Ste. P300 

W. Palm Beach, FL 33401 

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Case 20-19106-SMG Doc 194-3 Filed 04/20/21 Page 10 of 12
Audit Trail

Title


File Name


Document ID


Audit Trail Date Format


Status

3425-P Seven Stars Litigation Funding Agreement

3425-P Seven Star... (2021.03.29).pdf

156f952b42e387dcdc3a65f7a770775bf82e8e55

MM / DD / YYYY

Completed

03 / 31 / 2021

16:58:21 UTC

Sent for signature to Christian Haigh

(christian@legalist.com), Jens Berding

(jens_berding@yahoo.com) and Kathleen A. Daly

(kdaly@kadalylaw.com) from marie@legalist.com

IP: 180.191.203.246

03 / 31 / 2021

20:11:51 UTC

Viewed by Kathleen A. Daly (kdaly@kadalylaw.com)

IP: 108.216.198.78

03 / 31 / 2021

20:12:42 UTC

Viewed by Jens Berding (jens_berding@yahoo.com)

IP: 108.216.198.78

03 / 31 / 2021

20:13:30 UTC

Signed by Jens Berding (jens_berding@yahoo.com)

IP: 108.216.198.78

04 / 01 / 2021

00:28:37 UTC

Viewed by Christian Haigh (christian@legalist.com)

IP: 47.25.124.24

Case 20-19106-SMG Doc 194-3 Filed 04/20/21 Page 11 of 12
Audit Trail

Title


File Name


Document ID


Audit Trail Date Format


Status

04 / 02 / 2021

20:09:32 UTC

Signed by Kathleen A. Daly (kdaly@kadalylaw.com)

IP: 71.196.124.221

04 / 02 / 2021

20:40:16 UTC

Signed by Christian Haigh (christian@legalist.com)

IP: 107.77.211.197

04 / 02 / 2021 The document has been completed.

20:40:16 UTC

3425-P Seven Stars Litigation Funding Agreement

3425-P Seven Star... (2021.03.29).pdf

156f952b42e387dcdc3a65f7a770775bf82e8e55

MM / DD / YYYY

Completed

Case 20-19106-SMG Doc 194-3 Filed 04/20/21 Page 12 of 12