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UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FT. LAUDERDALE DIVISION 

www.flsb.uscourts.gov 

In Re: 

 Chapter 11 

WHOA NETWORKS, INC., a Florida Corp., Case No.: 20-21883-BKC-SMG 

WHOA NETWORKS, INC., a Delaware Corp. Case No.: 20-21884-BKC-SMG 

HIPSKIND TECHNOLOGY SOLUTIONS Case No.: 20-21885-BKC-SMG 

 GROUP INCORPORATED, 

PLATINUM SYSTEMS HOLDINGS, LLC, Case No.: 20-21886-BKC-SMG 

Debtors. (Jointly Administered under 

________________________________/ Case No.: 20-21883-BKC-SMG) 

AGREED ORDER GRANTING IN PART AND DENYING IN PART PNC EQUIPMENT

FINANCE, LLC’s VERIFIED MOTION FOR RELIEF FROM STAY, OR IN THE 

ALTERNATIVE, FOR ADEQUATE PROTECTION

THIS MATTER came before the Court for hearing on December 16, 2020 at 1:30 p.m. (the 

“Hearing”) upon the Verified Motion for Relief from Automatic Stay, or in the Alternative for Motion for 

Adequate Protection [ECF No. 51](the “Motion”) filed by Creditor, PNC EQUIPMENT FINANCE, LLC 

(“PNCEF”). The Court, having reviewed and considered the Motion, having been informed by counsel at 

Scott M. Grossman, Judge

_____________________________________________________________________________ United States Bankruptcy Court

ORDERED in the Southern District of Florida on December 23, 2020.

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the Hearing that the Debtor and PNCEF reached an agreement and settlement on the relief sought in the 

Motion in accordance with the terms set forth below, and being otherwise duly advised in the premises, 

finds that granting the Motion as set forth herein is in the best interest of the Debtors, their creditors and all 

parties in interest. Accordingly, it is: 

ORDERED as follows: 

1. The Motion is GRANTED in part in that the automatic stay arising by reason of 11 U.S.C. 

§362 is terminated only as to the Creditor’s interest in that certain Tintri-SYS T820-VMstore T820 Storage 

Unit S/N 0210-1643-985 (“Tintri-SYS”). 

2. Specifically, PNCEF is authorized, solely on an in rem basis, to take any and all steps 

necessary to exercise any and all rights and remedies it may have in respect of the Tintri-SYS, including to 

gain possession of the Tintri-SYS, and to exercise such other and further in rem relief as is available to 

PNCEF under applicable law. PNCEF shall not be authorized to obtain in personam relief against the 

Debtor. The Debtor has agreed to cooperate with PNCEF and ship the Tintri-SYS, within ten (10) days of 

the date of entry of this Order, to PNCEF c/o Omni Capital Corporation, W228 S7060 Enterprise Drive, 

Big Bend, Wisconsin 53103, Attn: Michelle Whitehouse (email: Michele@omnicapital.us Telephone 

number 262-662-9975). 

3. By consenting to this Order, the Debtor hereby waives the provision of Bankruptcy Rule 

4001(a)(3) relating to the fourteen (14) day stay following the entry of this order granting relief from the 

automatic stay as to the Tintri-SYS. 

4. Subject to the terms of this Order, the balance of the relief sought in the Motion is denied, 

including as to (i) one (1) Cohesity C2305 SFP 4-Node Hyperconverged Block NAS Server, including 

attachments and accessories (the “Cohesity Server”), (ii) one (1) Cohesity C2000 Series Hyperconverged 

Nodes C2305-SFP DTPRT-1, including attachments and accessories (the “Cohesity Nodes”), (iii) one (1) 

Dell PowerEdge R740 Server, nine (9) VMware vCan VSPP, nine (9) VMware Production Level Support, 

and 74 VM Ware vSphere 4 Enterprise (collectively the “Dell Server”), (iv) all other property set forth in 

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that certain Equipment Finance Agreement attached as Exhibit D to the Motion (the “Cohesity Agreement”) 

and (v) all other property set forth in that certain Equipment Finance Agreement attached as Exhibit F to 

the Motion (the “Dell Agreement”). 

5. PNCEF holds a first priority, perfected lien and security interest in the Cohesity Server, the 

Cohesity Nodes, and the Dell Server. 

6. The Debtor and PNCEF have agreed that the fair market value of (i) the Cohesity Server, 

the Cohesity Nodes and any other property covered by the Cohesity Agreement as of the date hereof is 

$40,000.00, and (ii) the Dell Server and any other property covered by the Dell Agreement as of the date 

hereof is $10,000.00. 

7. As a result, the Debtor and PNCEF have agreed that PNCEF (i) shall have an allowed 

secured claim for all purposes in these chapter 11 cases against Debtor, Whoa Network, LLC, a Florida 

corporation, in the amount of $40,000.00 in respect of the Cohesity Server, the Cohesity Nodes and any 

other property covered by the Cohesity Agreement (collectively, the “Cohesity Equipment”), and (ii) shall 

have an allowed secured claim for all purposes against Debtor, Whoa Network, LLC, a Florida corporation, 

in the amount of $10,000 in respect of the Dell Server and any other property covered by the Dell Agreement 

(collectively, the “Dell Equipment”). 

8. The Debtor and PNCEF have further agreed that the Debtor shall make adequate protection 

payments to PNCEF during the pendency of this Chapter 11 case in respect of the Cohesity Equipment and 

the Dell Equipment in the aggregate amount of $943.56 per month (the “Adequate Protection Payments”) 

commencing January 20, 2021 and continuing on the same day of each month thereafter through either the 

effective date of a plan of reorganization in these Chapter 11 cases or the date of conversion or dismissal 

of these Chapter 11 cases. The Adequate Protection Payment are determined using an aggregate allowed 

secured claim in the amount of $50,000.00 with monthly principal and interest payments being paid over 

60 months (the “Term”) at an annual interest rate of 5%. 

9. In any plan of reorganization filed by Debtor, Whoa Network, LLC, a Florida corporation, 

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in these Chapter 11 cases, the Debtors agree to separately classify the above allowed secured claims of 

PNCEF from all other classes of claims in such plan and agree to provide for the treatment of such allowed 

secured claims as set forth above, namely to continue making monthly payments in the amount of the 

Adequate Protection Payments to PNCEF for the Term, which payments, if and when made, will satisfy 

the allowed secured claims of PNCEF herein. Subject to such treatment being provided in any such plan, 

PNCEF has agreed to vote to accept and otherwise support such plan that is not otherwise adverse to 

PNCEF. 

10. The Adequate Protection Payments to be made hereunder shall be made by mail or 

overnight delivery to PNC Equipment Finance, LLC, Attn: Michael McGinley, 655 Business Center Drive, 

Suite 250, Horsham Pennsylvania 19044. 

11. Any applicable sales tax and personal property tax associated with the Cohesity Equipment 

and the Dell Equipment shall be the responsibility of the Debtor. 

12. The Debtor agrees to maintain insurance coverage on the Cohesity Equipment and the Dell 

Equipment in accordance with the terms of the Cohesity Agreement and the Dell Agreement. The Debtor 

shall provide proof of said insurance within ten (10) days of the date of this Order.

13. Except as specifically modified herein, all provisions of the Cohesity Agreement and the 

Dell Agreement shall remain unchanged and in full force and effect and this Order shall not have any effect 

whatsoever on any personal guaranties, if any. 

14. In the event the Debtor fails to make an Adequate Protection Payment as set forth herein, 

and such failure continues for a period of 3 business days after the due date thereof, then PNCEF shall email 

notification of the default to Debtor’s counsel, Paul J. Battista, Esq., at pbattista@gjb-law.com. The 

Debtor shall have a period of two (2) business days after such notice to cure such default. If the Debtor fails 

to cure such default, then PNCEF may file an affidavit reflecting such default, the notification to cure, and 

the failure of the Debtor to cure the default. The Debtor shall then have 3 business days to file a counteraffidavit with the Court stating all such that the Debtor asserts evidence that the Debtor is not in default of 

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this Order. If the Debtor fails to file a counter-affidavit by the deadline herein, then the automatic stay 

imposed by 11 U.S.C. §362 shall terminate as to the Cohesity Equipment and the Dell Equipment, at which 

time PNCEF shall be able to exercise any and all rights and remedies granted to it under the Cohesity 

Agreement, the Dell Agreement and under state and/or federal law and the Debtor shall fully cooperate and 

turnover the Coheisty Equipment and the Dell Equipment. In connection therewith, PNCEF shall submit 

an Order to the Court lifting the automatic stay imposed by 11 U.S.C. §362 with respect to the Cohesity 

Equipment and the Dell Equipment, which Order the Court may enter without further notice and hearing. 

15. In the event this Chapter 11 case is dismissed or converted to a case under Chapter 7, then 

all Adequate Protection Payments made hereunder shall be applied to the debt in accordance with the terms 

set forth in the Cohesity Agreement and the Dell Agreements, and PNCEF shall be entitled to exercise any 

or all of its rights and remedies against the Cohesity Equipment and the Dell Equipment or the Debtor as 

permitted pursuant to paragraph 14 above without notice to the Debtor or further order of this Court. 

16. Except as expressly modified by this Order, the terms and conditions of the Cohesity 

Agreement and the Dell Agreements shall continue to govern and control the dealings among the parties. 

Nothing in this Order is a waiver of any right of PNCEF against, or a cure of any default by any guarantor 

under his or her obligations or guaranties of the Cohesity Agreement and the Dell Agreements. 

17. This Order shall not prejudice the rights of the Debtor or PNCEF to petition the Bankruptcy 

Court for additional relief in the event of changed circumstances. 

# # # 

Submitted by: 

Paul J. Battista, Esq. 

Genovese Joblove & Battista, P.A. 

100 S.E. Second Street, 44th Floor 

Miami, FL 33131 

pbattista@gjb-law.com

Attorney Paul J. Battista, Esq., is directed to serve a copy of this Order on all interested parties who did not 

receive a copy of the Order via CM/ECF and to file a certificate of service within two (2) days of the entry 

of the Order.

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