Preview
Filing # 195494060 E-Filed 04/04/2024 01:48:28 PM
IN THE CIRCUIT COURT OF THE
ELEVENTEENTH JUDICIAL
CIRCUIT, IN AND FOR MIAMI-
DADE COUNTY, FLORIDA
CASE NO. 2023-027997-CA-01 (10)
VERIJET HOLDING COMPANY, LLC,
a Delaware Limited Liability Company,
v.
MARK KAHAN,
Defendant.
__________________________________/
DEFENDANT’S MOTION TO ABATE SECOND ACTION PENDING PAYMENT OF
COSTS AND ATTORNEYS’ FEES INCURRED IN PRIOR LITIGATION
Defendant, Mark Kahan (“Kahan”), pursuant to Florida Rule of Civil Procedure 1.420(d),
respectfully moves the Court to abate this action pending Plaintiff’s compliance with its
obligations to reimburse Kahan for those costs and attorneys’ fees incurred in response to
Plaintiff’s first-filed action in Escambia County Circuit Court which Plaintiff later dismissed
voluntarily, and in prior litigation in Delaware involving Mr. Kahan and this Plaintiff. Kahan
further seeks to be excused from filing an initial response to Plaintiff’s complaint in this second
action pending Plaintiff’s compliance with Rule 1.420(d), and seeks a concomitant extension of
time for an initial response to the complaint pursuant to Fla. R. Civ. P. 1.090.
In further support of this request, Kahan states as follows:
1. Plaintiff Verijet Holding Company, LLC (“Verijet Holding”) commenced this
current action on December 11, 2023, but did not serve its complaint upon Defendant Mark Kahan
until March 19, 2024.
1450 BRICKELL AVENUE | SUITE 1900 | MIAMI, FLORIDA 33131
t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM
CASE NO. 2023-027997-CA-01
2. Mr. Kahan through undersigned counsel has made a special appearance in this
proceeding, with the intention and effect of preserving all rights and grounds to contest this Court’s
exercise of subject matter jurisdiction, its exercise of personal jurisdiction over Mr. Kahan, and
venue. Through this motion, and without waiving his reserved rights and grounds, Mr. Kahan seeks
an enlargement of time pursuant to Rule 1.090(b) to file his initial response to the complaint served
by Plaintiff until such time as the Court adjudicates the payment obligations of Plaintiff pursuant
to Rule 1.420(d) and Plaintiff has satisfied those payment obligations to gain the right to pursue
this re-filed action. See e.g. Mesa v. Bank of New York, 180 So. 3d 222 (Fla. 3d DCA 2015); Podd
v. Becker, 728 So. 2d 1234 (Fla. 3d DCA 1999).
Prior Litigations Between Plaintiff and Mr. Kahan
3. Plaintiff Verijet Holding had previously commenced a civil action against Mr.
Kahan in the Circuit Court in and for Escambia County, Florida, Case No. 2022 CA 002287,
asserting identical claims. On June 12, 2023, Verijet Holding voluntarily dismissed that Escambia
County action without prejudice. See Exhibit “1” attached hereto.
4. Pursuant to Florida Rule of Civil Procedure 1.420(d), Verijet Holding is obligated
to pay to Mr. Kahan the costs associated with the defense of its previously dismissed claim as a
condition to its pursuit of this second action. The costs subject to Rule 1.420(d) include
professional fees incurred in the previously dismissed action if a contractual basis exists for that
recovery (and it does).
5. In both the Escambia County action and again here in this re-filed action in Miami-
Dade, Verijet Holding has brought contractual claims based on the Limited Liability Company
Agreement of Verijet Holding Company, LLC (the “Agreement”). Pursuant to Section 13.03(a)
of the Agreement, the Company shall indemnify, hold harmless, defend, pay, and reimburse any
2
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t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM
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CASE NO. 2023-027997-CA-01
Covered Person against any and all losses, claims, damages, judgments, fines, or liabilities,
including reasonable legal fees or other expenses incurred in investigating or defending against
such losses, claims, damages, judgments, fines, or liabilities, and any amounts expended in
settlement of any claims (collectively, "Losses") to which such Covered Person may become
subject by reason of:
(i) Any act or omission or alleged act or omission performed or omitted to be performed
on behalf of the Company, any Member, or any direct or indirect Subsidiary of the
foregoing in connection with the business of the Company; or
(ii) The fact that such Covered Person is or was acting in connection with the business
of the Company as a partner, member, stockholder, controlling Affiliate, manager,
director, officer, employee, or agent of the Company, any Member, or any of their
respective controlling Affiliates, or that such Covered Person is or was serving at the
request of the Company as a partner, member, manager, director, officer, employee,
or agent of any Person, including the Company or any Company Subsidiary;
provided, that (x) such Covered Person acted in good faith and in a manner believed
by such Covered Person to be in, or not opposed to, the best interests of the
Company,….
Subsection (c) of Section 13.03 further provides:
(c) Entitlement to Indemnity. The indemnification provided by this Section 13.03
shall not be deemed exclusive of any other rights to indemnification to which those
seeking indemnification may be entitled under any agreement or otherwise. The
provisions of this Section 13.03 shall continue to afford protection to each Covered
Person regardless of whether such Covered Person remains in the position or capacity
pursuant to which such Covered Person became entitled to indemnification under this
Section 13.03 and shall inure to the benefit of the executors, administrators, legatees,
and distributees of such Covered Person.
6. Pursuant to Section 13.03(b) of the Agreement, the Company is obligated to
promptly reimburse (and/or advance to the extent reasonably required) Mr. Kahan for legal or
other expenses (as incurred) of such Covered Person in connection with investigating, preparing
to defend, or defending any claim, lawsuit, or other proceeding relating to any Losses for which
such Covered Person may be indemnified pursuant to this Section 13.03. In connection with the
3
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t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM
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CASE NO. 2023-027997-CA-01
previously dismissed Escambia County action, Mr. Kahan made written demand upon Verijet
Holding to indemnify him for the professional fees and expenses incurred in defending against
Verijet Holding’s scurrilous claims alleged in Escambia County. See Exhibit “2” attached hereto.
7. Mr. Kahan incurred $33,506.00 in fees and $183.79 in expenses relating to Verijet
Holdings’ Escambia County lawsuit which was later voluntarily dismissed. See invoices attached
hereto as Composite Exhibit “3”.
8. In view of Mr. Kahan’s clear contractual right to Verijet Holding’s indemnification
and reimbursement of professional fees and expenses under the Agreement, Verijet Holding by
operation of Rule 1.420(d) is obligated to pay such professional fees and expenses as part of
“costs” to Mr. Kahan as a condition to its pursuit of its second action in Miami-Dade against Mr.
Kahan. See e.g., Sholkoff v. Boca Raton Community Hospital, Inc., 693 So. 2d 1114 (Fla. 4th DCA
1997); McArthur Dairy, Inc. v. Guillen, 470 So. 2d 747 (Fla. 3d DCA 1985); Wilson v. Rose
Printing Company, Inc., 624 So. 2d 257 (Fla. 1993).
9. In addition, Mr. Kahan through his entity Capitals Air, LLC previously obtained a
judgment against Plaintiff in a Delaware Chancery Court action, which included an award of
professional fees and costs totaling $305,056.80 (comprised of $297,982.00 in fees and $7,074.80
in costs) as of September 25, 2023. See Exhibit “4” attached hereto. Interest continues to accrue
on that awarded amount from September 25, 2023 at the rate of 10.5% per annum under Delaware
law until fully paid. That Delaware Chancery Court action was brought by Kahan to compel Verijet
Holding’s compliance with laws entitling LLC members to basic company information, and for
purposes grounded squarely on Verijet Holding’s LLC Operating Agreement (the same Operating
Agreement upon which Verijet Holdings’ re-filed action is based). The Delaware Chancery Court
in its judgment found that the allegations in the Complaint brought against Verijet Holding “are
4
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t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM
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CASE NO. 2023-027997-CA-01
deemed true, established, and proven”. Among other things, Capitals Air had alleged and proven
that Verijet Holding had acted in bad faith in its refusal to provide limited liability company
information that had been lawfully requested by its member. That Delaware judgment has been
domesticated as a Florida judgment and is being enforced in Miami-Dade Circuit Court, Case No.
2023-25435-CA-01 (Honorable Beatrice Butchko).
10. Under these circumstances where Verijet Holding has re-filed an action against Mr.
Kahan grounded on its Operating Agreement that it has willfully ignored in other litigation with
Mr. Kahan (at Mr. Kahan’s great expense) in Delaware and in Escambia County, Florida, Verijet
Holding should be required to pay all fees and expenses it owes to Mr. Kahan resulting from those
prior litigations before enjoying the benefits of re-litigating claims against Mr. Kahan in this Court.
11. Good cause exists for the granting of the relief requested in this motion.
WHEREFORE, Defendant, Mark Kahan, respectfully requests this Court’s entry of an
Order abating this re-filed action until Plaintiff fully satisfies its current obligations to reimburse
Mr. Kahan for all litigation expenses and professional fees he incurred in the Delaware and
Escambia County, Florida litigation involving Verijet Holding Company, LLC; extending the
deadline for Mr. Kahan’s initial response to Verijet Holding’s re-filed action pending Verijet
Holding’s compliance with its payment obligations to Mr. Kahan, and granting such further relief
as the Court deems just and proper.
CERTIFICATE OF ELECTRONIC FILING AND SERVICE
I HEREBY CERTIFY that on this 4th day of April, 2024, a true and correct copy of the
foregoing document was filed electronically through the Florida Court’s E-Filing Portal, which
will, in turn, send a notice of electronic filing to: Benjamin L. Reiss, Esq., Perlman, Bajandas,
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t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM
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CASE NO. 2023-027997-CA-01
Yevoli & Albright, PL, 283 Catalonia Avenue, Suite 200, Coral Gables, FL 33134, Email:
breiss@pbyalaw.com.
BERGER SINGERMAN LLP
Attorneys for Mark Kahan
1450 Brickell Avenue, Suite 1900
Miami, Florida 33131
Telephone: (305) 755-9500
By:/s/ Anthony J. Carriuolo
Anthony Carriuolo
Florida Bar No. 434541
acarriuolo@bergersingerman.com
mnewland@bergersingerman.com
Maxwell H. Sawyer
Florida Bar. No. 1003922
msawyer@bergersingerman.com
drt@bergersingerman.com
6
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t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM
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EXHIBIT 1
Filing # 175096049 E-Filed 06/12/2023 11:59:31 AM
IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT
IN AND FOR ESCAMBIA COUNTY, FLORIDA
VERIJET HOLDING COMPANY, LLC, a
Delaware Limited Liability Company, and
GENE VALENTINO, an individual,
Plaintiffs,
v. CASE NO. 2022 CA 002287
MARK KAHAN and
GREG CIRILLO,
Defendants.
NOTICE OF VOLUNTARY DISMISSAL WITHOUT PREJUDICE
Plaintiffs, VERIJET HOLDING COMPANY, LLC, a Delaware Limited Liability
Company, and GENE VALENTINO, an individual file this Notice of Voluntary Dismissal
Without Prejudice pursuant to Rule 1.420(a)(1).
* * * * *
CERTIFICATE OF SERVICE
I hereby certify that this document was electronically filed with the Court, and a copy
served by electronic transmission to all counsel of record, this 12th day of June, 2023.
/s/ Charles S. Liberis____________________
CHARLES S. LIBERIS
Florida Bar No. 104937
Liberis Law Firm, P.A.
Pensacola, FL 32502
(850) 438-9647 – Telephone
(850) 433-5409 – Fax
Primary: cliberis@liberislaw.com
Secondary: assistant@liberislaw.com
Attorney for Plaintiffs
EXHIBIT 2
Anthony Carriuolo
(954) 712-5146
acarriuolo@bergersingerman.com
April 25, 2023
VIA EMAIL [MARK.GROSSMAN@VERIJET.COM]
Verijet Holding Company, LLC
c/o Mark Grossman, Esq.
Chief Legal Officer
14200 NW 42nd Street
Suite 807
Opa Locka, FL 33054
Re: Verijet Holding Company, LLC vs. Mark Kahan and Greg Cirillo
Originally filed in Escambia County, Florida
(Case No. 2022 CA 002287 (DIV E-CIVIL)
Dear Mark:
We represent the interests of Mark Kahan as a “Covered Person” under Section 13.01 of
the Limited Liability Company Agreement of Verijet Holding Company, LLC (the “Company”)
as amended through March 13, 2020 (the “Agreement”).
Pursuant to Section 13.03(a) of the Agreement, the Company shall indemnify, hold
harmless, defend, pay, and reimburse any Covered Person against any and all losses, claims,
damages, judgments, fines, or liabilities, including reasonable legal fees or other expenses
incurred in investigating or defending against such losses, claims, damages, judgments, fines, or
liabilities, and any amounts expended in settlement of any claims (collectively, "Losses") to
which such Covered Person may become subject by reason of:
(i) Any act or omission or alleged act or omission performed or
omitted to be performed on behalf of the Company, any Member, or any direct or
indirect Subsidiary of the foregoing in connection with the business of the
Company; or
(ii) The fact that such Covered Person is or was acting in connection
with the business of the Company as a partner, member, stockholder, controlling
Affiliate, manager, director, officer, employee, or agent of the Company, any
Member, or any of their respective controlling Affiliates, or that such Covered
Person is or was serving at the request of the Company as a partner, member,
manager, director, officer, employee, or agent of any Person, including the
Company or any Company Subsidiary;
201 EAST LAS OLAS BOULEVARD | SUITE 1500 | FORT LAUDERDALE, FL 33301
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April 25, 2023
Page 2
provided, that (x) such Covered Person acted in good faith and in a manner believed by
such Covered Person to be in, or not opposed to, the best interests of the Company,….
Subsection (c) of Section 13.03 further provides:
(c) Entitlement to Indemnity. The indemnification provided by this Section
13.03 shall not be deemed exclusive of any other rights to indemnification to which those
seeking indemnification may be entitled under any agreement or otherwise. The
provisions of this Section 13.03 shall continue to afford protection to each Covered
Person regardless of whether such Covered Person remains in the position or capacity
pursuant to which such Covered Person became entitled to indemnification under this
Section 13.03 and shall inure to the benefit of the executors, administrators, legatees, and
distributees of such Covered Person.
The Company (presumably at the direction of its current Board of Managers) elected to
initiate a civil action against Mark Kahan in Escambia County, Florida, alleging violations of
purported standard(s) of care while he served on the Company’s Board of Managers through
December 10, 2020.
Through Section 14.13 [Submission to Jurisdiction] of the Agreement, the Company
acknowledged and agreed that any suit, action, or proceeding seeking to enforce any provision
of, or based on any matter arising out of or in connection with, this Agreement or the
transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in the
Delaware courts.
The Company indisputably violated its own Agreement by commencing its action against
Mark Kahan in a jurisdiction other than Delaware. Aside from the fact that the Company’s (and
Mr. Valentino’s) claims are baseless, at a minimum no genuine ground existed to bring that
action in Escambia County, Florida. And no ground exists to continue to prosecute the action in
any forum other than Delaware.
The Company’s flagrant and tactical violation of its Agreement with Mr. Kahan caused
him to incur significant professional fees and expenses not only to respond to some extent in his
own behalf to the Escambia County action but also to defend his agent, Greg Cirillo, who was
wrongfully named by the Company as an additional party defendant. These professional fees and
expenses incurred to date by Mr. Kahan were caused solely by the Company’s unjustified
ignorance of its exclusive jurisdiction acknowledgement in the Agreement and of its express
disclaimer and waiver of fiduciary duties embedded in the Agreement.
Pursuant to Section 13.03(b) of the Agreement, the Company is obligated to promptly
reimburse (and/or advance to the extent reasonably required) Mr. Kahan for legal or other
expenses (as incurred) of such Covered Person in connection with investigating, preparing to
defend, or defending any claim, lawsuit, or other proceeding relating to any Losses for which
April 25, 2023
Page 3
such Covered Person may be indemnified pursuant to this Section 13.03. Please reply in writing
to confirm the Company’s intention to honor its advancement and indemnification obligations to
Mr. Kahan under these circumstances.
Mr. Kahan reserves all rights and remedies against the Company and its actors.
Sincerely,
BERGER SINGERMAN LLP
Anthony J. Carriuolo
AJC/men
12049064-1
COMPOSITE EXHIBIT 3
201 E. LAS OLAS BLVD. SUITE 1500
FORT LAUDERDALE, FLORIDA 33301
T: (954) 525-9900 F: (954) 523-2872
WWW.BERGERSINGERMAN.COM
EIN# 45-3121429
MARK KAHAN May 1, 2023
2238 CATHEDRAL AVE. NW Invoice: 264651
WASHINGTON, DC 20008
Client: 32024-0001
Re: MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL
ACTION
For professional services rendered thru: April 26, 2023
Total Fees 35,425.25
Total Expenses 2,000.79
Total Balance Due $37,426.04
As always, it is our pleasure to work with you! Payment is due upon receipt.
Payments Options:
You may remit payment via check or visit www.bergersingerman.com/info/client-tools/ to pay with credit card.
If you wish to remit payment via wire transfer, please refer to the instructions below.
Thank you!
Wiring instructions for Berger Singerman:
Bank: City National Bank of Florida
Bank Address: 25 W Flagler Street
Miami, FL 33130
ABA No.: 066004367
Account Name: Berger Singerman, LLP Merchant Account
Account No.: 1955119739
Reference Number: 32024-0001
KAHAN, MARK PAGE: 2
MATTER ID: 32024-0001
201 E. LAS OLAS BLVD. SUITE 1500
FORT LAUDERDALE, FLORIDA 33301
T: (954) 525-9900 F: (954) 523-2872
WWW.BERGERSINGERMAN.COM
EIN# 45-3121429
MARK KAHAN
2238 CATHEDRAL AVE. NW INVOICE DATE:May 1, 2023
WASHINGTON, DC 20008 INVOICE NO. 264651
MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL MATTER ID: 32024-0001
ACTION
PROFESSIONAL LEGAL SERVICES RENDERED THROUGH: April 26, 2023
FEES
Date Attorney Description Hours
01/11/23 AJC REVIEW PENSACOLA LAWSUIT; CONSIDER GROUNDS 2.10
FOR RESPONSES; EMAILS AND CALL WITH MARK AND
GREG; EMAILS WITH MARK AND GREG REGARDING
02/22/23 AJC REVIEW ALLEGATIONS OF COMPLAINT REGARDING 1.20
RESIDENCY OF PLAINTIFFS; CONDUCT RESEARCH
REGARDING 28 USC 1446 TIMING; ASSESS NEXT STEPS
03/01/23 SP2 RESEARCH/BACKGROUND CHECK ON G. VALENTINO 1.20
03/02/23 AJC ASSESS EFFECT OF CAPITALS AIR LLC CITIZENSHIP 1.50
ON COMPLETE DIVERSITY JURISDICTION MODEL;
CONSIDER OBSTACLES AND BEST APPROACHES
03/02/23 MS REVIEW AND ANALYZE COMPLAINT. DISCUSSION 1.20
WITH A. CARRIUOLO RE MOTION TO TRANSFER POST
REMOVAL; REVIEW 28 USC 1404; REVIEW AND
ANALYZE NOTICE OF REMOVAL, DISCUSSION WITH A.
CARRIOULO RE CITIZENSHIP OF MEMBERS OF
VERIJET AND IMPACT ON DIVERITY JURISDICTION;
RESEARCH INTO CITIZENSHIP OF ENTITY MEMBERS
KAHAN, MARK PAGE: 3
MATTER ID: 32024-0001
FEES
Date Attorney Description Hours
03/02/23 AK TELEPHONE CONFERENCE WITH A. CARRIUOLO RE 0.30
DIVERSITY JURISDICTION ISSUE AND REVIEW EMAIL
TO CLIENT
03/03/23 AJC FURTHER CONSIDERATION OF REMOVAL AND 3.20
RESPONSE MATTERS; BEGIN DRAFT OF M2 DISMISS
(CIRILLO); EXTENSIVE REVIEW OF ALLEGATIONS,
DISMISSAL ARGUMENTS; EXTENSIVE REVIEW OF
VISION HOLDINGS LLC AGREEMENT AND
DISCLAIMER/LIMITATIONS OF FIDUCIARY DUTIES
03/03/23 MS REVIEW AND ANALYZE A. CARRIUOLO’S REMOVAL 4.50
ANALYSIS; KAHAN’S RESPONSE ON FORUM NON
CONVENIENS; REVIEW AND ANALYZE COMPLAINT;
RESEARCH ON MOTION TO TRANSFER VENUE UNDER
FORUM NON CONVENIENS; DRAFT MOTION TO
TRANSFER VENUE; REVIEW AND ANALYZE
COUNTERCLAIM AND MOTION PRACTICE FROM
VEIRJET MATTER TO GUIDE ANALYSIS; REVIEW AND
ANALYZE ADMIN ORDER 2021-12, REFERENCED IN
JUDGE’S SUA SPONTE ORDER
03/03/23 AK CONDUCT FOLLOW-UP RESEARCH RE SNAP 1.40
REMOVAL
03/06/23 MS CONTINUE DRAFTING OF MOTION TO DISMISS, 3.90
FOCUSING ON MOTION TO TRANSFER AND RESEARCH
ON FAILURE TO STATE A CLAIM.
03/07/23 MS MOTION TO DISMISS AND TRANSFER VENUE (4 HRS; 2.00
VOLUNTARILY REDUCE TO 2 HRS)
03/08/23 AJC CONTINUED WORK ON CIRILLO MOTION TO DISMISS 0.80
03/08/23 MS MOTION TO DISMISS AND TRANSFER VENUE (5.10 2.55
HRS; VOLUNTARILY REDUCE TO 2.55 HRS)
03/09/23 AJC RESEARCH REGARDING SPLITTING CAUSES OF 3.40
ACTION, PRIVIES AND RES JUDICIATA CONCEPTS;
CONTINUED WORK ON MOTION TO DISMISS, FOCUS
ON JURISDICTIONAL OBJECTIONS; EMAILS WITH
CLIENT GROUP; STATUS CALL WITH MARK AND
GREG; CONSIDER DE LAW ON DIRECTOR LIABILITIES,
WRITTEN LIMITATIONS
03/09/23 MS DRAFTING MOTION TO TRANSFER VENUE AND 2.00
MOTION TO DISMISS (4 HRS; VOLUNTARILY REDUCE
TO 2 HRS)
KAHAN, MARK PAGE: 4
MATTER ID: 32024-0001
FEES
Date Attorney Description Hours
TO MOTION TO DISMISS; BEGIN DRAFT OF CIRILLO
DECLARATION; EDIT REQUEST FOR JUDICIAL NOTICE;
IDENTIFY TRIAL EXHIBITS TO INCLUDE IN R4JN;
EMAIL TO CLIENT GROUP
03/10/23 SP2 ORGANIZE DOCUMENTS FOR REQUEST FOR JUDICIAL 0.70
NOTICE
03/10/23 MS DRAFTING AND EDITING MOTION TO DISMISS (4 HRS; 2.00
VOLUNTARILY REDUCE TO 2 HRS)
03/11/23 AJC CLEAN UP OF MOTION TO DISMISS AND CIRILLO 0.40
DECLARATION; EMAIL TO CLIENT GROUP
03/12/23 AJC ADDITIONAL EDITS TO DECLARATION AND MOTION 0.40
FROM CIRILLO AND KAHAN
03/13/23 AJC FURTHER EDITS TO MOTION TO DISMISS; 3.90
INCORPORATE ADDITIONAL CASE AUTHORITIES;
INSTRUCTIONS REGARDING COMPARISON OF ISSUES
AND WITNESSES FOR VENUE CHALLENGE;
EXTENSIVE REVIEW AND COMPARISON OF ESCAMBIA
COMPLAINT, VERIJET ANSWER AND DEFENSES
03/13/23 SP2 WORK ON CHART FOR EXHIBIT 2 TO MOTION TO 1.50
DISMISS
03/14/23 AJC FINALIZE MOTION TO DISMISS; INTEGRATE 1.30
COMPARISONS OF ALLEGATIONS IN COMPLAINT VS.
MIAMI PLEADINGS
03/14/23 SP2 CONTINUE TO WORK ON CHART FOR EXHIBIT 2 TO 2.30
MOTION TO DISMISS; FINALIZE AND FILE REQUEST
FOR JUDICIAL NOTICE, GREG CIRILLO'S MOTION TO
DISMISS AND DECLARATION OF GREG CIRILLO;
03/17/23 AJC FINALIZE MOTION FOR SANCTIONS BY CIRILLO; 1.60
INSTRUCTIONS REGARDING SERVICE; REVIEW
MOTION FOR DEFAULT AGAINST KAHAN; COMMN'S
WITH MARK; EMAILS WITH LIBERIS; CONSIDER
ACTION ITEMS
03/19/23 AJC DRAFT NOTICE OF SPECIAL APPEARANCE; RESEARCH 1.50
REGARDING PRESERVATION OF JURISDICTIONAL
OBJECTIONS WHEN SEEKING ENLARGEMENT OF
TIME; DRAFT MOTION FOR ENLARGEMENT OF TIME
03/19/23 SP2 FINALIZE AND FILE MOTION FOR ENLARGEMENT OF 0.50
TIME TO RESPOND TO COMPLAINT AND NOTICE OF
SPECIAL APPEARANCE
03/20/23 AJC FURTHER RESEARCH ON EFFECT OF FILING MOTION 1.00
FOR EXTENSION ON RISK OF CLERK'S DEFAULT;
EMAILS WITH LIBERIS REGARDING PROPOSED
RESOLUTION OF MOTION FOR EXTENSION
KAHAN, MARK PAGE: 5
MATTER ID: 32024-0001
FEES
Date Attorney Description Hours
03/21/23 AJC CALL WITH DOUG BATES REGARDING CO-COUNSEL 0.40
03/23/23 AJC CONFER WITH DOUG BATES; CONFER WITH MARK 0.50
KAHAN REGARDING APPROACHES; EMAILS WITH
BATES REGARDING COMMN'S WITH LIBERIS
03/27/23 MS REVIEW CORRESPONDENCE WITH OPPOSING 0.00 N/C
COUNSEL AND DRAFT PROPOSED ORDER ON
EXTENSION AND TRANSFER; REVIEW DOCKET FOR
ENTRY NUMBER FOR MOTION FOR DEFAULT;
DISCUSS THE SAME AND EDITS MADE BY A.
CARRIUOLO [.4 NO CHARGE]
03/28/23 AJC STRATEGY CALL WITH MARK; FINALIZE PROPOSED 0.60
ORDER AND CIRCULATE TO LIBERIS
04/03/23 AJC EMAILS WITH LIBERIS REGARDING CONSENT TO 0.20
SUBMISSION OF ORDER TRANSFERRING TO MIAMI-
DADE
04/25/23 AJC REVISE AND FINALIZE 1.00
ADVANCEMENT/REIMBURSEMENT DEMAND TO
VERIJET
Total Hours: 59.15
Total Fees: 35,425.25
FEE SUMMARY
Attorney Hours Rate Total
Anthony Carriuolo 33.10 725.00 23,997.50
Ana Kauffmann 1.70 575.00 977.50
Suzan Prince 6.20 295.00 1,829.00
Maxwell Sawyer 18.15 475.00 8,621.25
Total 59.15 $35,425.25
EXPENSES
Date Description Amount
KAHAN, MARK PAGE: 6
MATTER ID: 32024-0001
EXPENSES
Date Description Amount
04/24/23 VENDOR: CLARK PARTINGTON; INVOICE#: 983192243; DATE: 4/24/2023 1,817.00
- 32024.0001 FOR PROFESSIONAL SERVICES RENDERED THROUGH
APRIL 15, 2023
REPRODUCTION 109.50
WESTLAW CHARGES 74.29
Total Expenses $2,000.79
CURRENT BALANCE DUE $37,426.04
201 E. LAS OLAS BLVD. SUITE 1500
FORT LAUDERDALE, FLORIDA 33301
T: (954) 525-9900 F: (954) 523-2872
WWW.BERGERSINGERMAN.COM
EIN# 45-3121429
MARK KAHAN June 5, 2023
2238 CATHEDRAL AVE. NW Invoice: 266074
WASHINGTON, DC 20008
Client: 32024-0001
Re: MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL
ACTION
For professional services rendered thru: May 31, 2023
Total Fees 3,205.00
Total Expenses 0.00
Current Balance Due 3,205.00
Past Due Balance 37,426.04
Total Balance Due $40,631.04
As always, it is our pleasure to work with you! Payment is due upon receipt.
Payments Options:
You may remit payment via check or visit www.bergersingerman.com/info/client-tools/ to pay with credit card.
If you wish to remit payment via wire transfer, please refer to the instructions below.
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Wiring instructions for Berger Singerman:
Bank: City National Bank of Florida
Bank Address: 25 W Flagler Street
Miami, FL 33130
ABA No.: 066004367
Account Name: Berger Singerman, LLP Merchant Account
Account No.: 1955119739
Reference Number: 32024-0001
KAHAN, MARK PAGE: 2
MATTER ID: 32024-0001
201 E. LAS OLAS BLVD. SUITE 1500
FORT LAUDERDALE, FLORIDA 33301
T: (954) 525-9900 F: (954) 523-2872
WWW.BERGERSINGERMAN.COM
EIN# 45-3121429
MARK KAHAN
2238 CATHEDRAL AVE. NW INVOICE DATE:June 5, 2023
WASHINGTON, DC 20008 INVOICE NO. 266074
MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL MATTER ID: 32024-0001
ACTION
PROFESSIONAL LEGAL SERVICES RENDERED THROUGH: May 31, 2023
FEES
Date Attorney Description Hours
05/11/23 MS DISCUSSION WITH A. CARRIUOLO RE STATUS OF 1.10
TRANSFER FROM ESCAMBIA COUNTY; REVIEW
DISMISSAL ORDER; REVIEW AND RESEARCH
DISMISSAL UNDER FLA. R. CIV. P. 1.060(C); DRAFT
MOTION TO DISMISS BASED ON RULE 1.060(C) AND
EDIT FOLLOWING DISCUSSION WITH A. CARRIUOLO.
05/19/23 AJC CONSIDER TIMING OF DISMISSAL EFFORT; CALL TO 0.00 N/C
BATES (L/M) [.2 NO CHARGE]
05/25/23 AJC REVISE MOTION TO DISMISS ESCAMBIA ACTION 0.50
UNDER RLE 1.060(C); EMAILS WITH DOUG BATES
05/30/23 AJC EMAILS WITH LIBERIS REGARDING MOTION TO 0.20
DISMISS
05/31/23 AJC COORDINATE HEARING ON PENDING MOTION TO 0.30
DISMISS WITH DOUG BATES; EMAILS WITH BATES
REGARDING DISMISSAL OPTIONS
KAHAN, MARK PAGE: 3
MATTER ID: 32024-0001
FEES
Date Attorney Description Hours
Total Hours: 4.80
Total Fees: 3,205.00
FEE SUMMARY
Attorney Hours Rate Total
Anthony Carriuolo 3.70 725.00 2,682.50
Maxwell Sawyer 1.10 475.00 522.50
Total 4.80 $3,205.00
CURRENT BALANCE DUE $3,205.00
PRIOR BALANCE 37,426.04
LESS PAYMENTS: -0
PRIOR BALANCE DUE 37,426.04
PLUS CURRENT BALANCE: 3,205.00
TOTAL NOW DUE: 40,631.04
PAST DUE BALANCE - LIST OF UNPAID INVOICE(S)
INVOICE INVOICE LAST LAST PAYMENT BALANCE
NUMBER DATE TOTAL PAYMENT AMOUNT
DATE
264651 05/01/23 37,426.04 NONE 0.00 37,426.04
Past Due Balance: 37,426.04
Timekeeper Rates Hours Fees
Anthony Carriuolo 725 25 $18,125.00
Maxwell Sawyer 475 16.7 $7,932.50
Ana Kauffman 575 1.7 $977.50
Susan Prince 295 6.2 $1,829.00
$28,864.00
EXHIBIT 4
2 3 - 2 5 4 3 5 CA 2 2 :,N; 20230770680 BOOK 33942 PAGE 3055
EFiled: Sep 25 2023 0! :03, iffey0/26/2023 02:02:59 PM
GRANTED Transaction ID 709372! 9 fe^fjERNANDEZ-BARQUIN
HP
r*
No, aoaa osa4 n
THE COURT & COMPTROLLER
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE '$0Wfl-DADE COUNTY, FL
CAPITALS AIR, LLC
Plaintiff, C.A. No. 2023-0524-LM
v.
VERIJET HOLDING COMPANY,
LLC,
Defendant.
[PROPOSED! ORDER
WHEREAS, on August 4,2023, Plaintiff Capitals Air, LLC (“Plaintiff”) filed r-J
cp
ro
o->
a Motion for Default Judgment and for Attorneys’ Fees and Costs (the “Motion”); CO
c“>
WEEREAS, on August 29,2023, the Court granted the Motion and entered a ro
cr>
Final Order and Default Judgment (the “Judgment”); -o
-• -
ro
WHEREAS, the Judgment ordered that Defendant Verijet Holding Company, ••
ro
LLC (“Defendant”) “shall pay the reasonable attorneys’ fees and costs incurred by
Plaintiff in connection with this lawsuit (including those incurred in connection with
the Motion and any related subsequent proceedings), subject to the submission of an
•*..
affidavit attesting to these amounts to be presented by Plaintiff’s counsel along with
an implementing order in a form acceptable to the Court, within ten (10) days of the
granting by the Court of such implementing order”;
CFN: 20230770680 BOOK 33942 PAGE 3056
WHEREAS, on September 11, 2023, Plaintiff filed the Rule 88 Affidavit of
Aaron R. Sims, Esq. (the “Affidavit”) attesting to the amounts of attorneys’ fees and
costs incurred by Plaintiff in connection with this lawsuit through August 31, 2023;
IT IS HEREBY ORDERED this ^ day offV2023, that:
1. Defendant shall pay Plaintiff $305,056.80 (comprised of $297,982.00
in fees and $7,074.80 in costs) within ten (10) days of entry of this Order.
2. Plaintiff shall have leave to file further affidavits attesting to additional
amounts of attorneys’ fees and costs incurred by Plaintiff in connection with this
lawsuit, including those incurred in connection with the Motion and any related
subsequent proceedings.
jsI c&y? o/yi oJ)0
Magistrate Mitchell
n itiii il l):
*.S A TIU F. COPY:
ATTEST:
MX.foWR IN ajANTfFRY
\\\ fyhfiLU
0
Ji CFN: 20230770680 BOOK 33942 PAGE 3057
£
State of Delaware,}ss.
I, Tamara N. Burton,
Register of the Court of Chancery of the State of Delaware do hereby certify that the foregoing is
a true and correct copy of: Proposed Order for CA 2023-0524-LM.
as the same remains on file and of record in said Court.
IN TESTIMONY WHEREOF, I have hereunto set myhand and affixed the seal of said
Court, this 9TH_____ day of October in the year of our Lord,
two thousand and twenty-three
To/maAco (M. fiuAfo/rv
Register in Chancery
State of Delaware, to wit:
I, Kathaleen St. Jude McCormick, Chancellor of the State of Delaware, do hereby certify
that the foregoing Record and Attestation, made by Tamara N. Burton, Register in Chancery
whose name is thereto subscribed, and to which the seal of said Court is affixed, are in due form
of law, and made by the proper officer.
IN TESTIMONY WHEREOF, I have hereunto set myhand, this 9TH
day of October in the year of our Lord, two thousand and twenty-three
'Kathzlem St. Q, ’TKcfiyOMuck
Chancellor
State of Delaware,}ss.
I, Tamara N. Burton,
Register of the Court of Chancery of the State of Delaware do hereby certify that the Honorable
Kathaleen St. Jude McCormick by whom the foregoing attestation was made and whose name is
thereto subscribed, was at the time of the making thereof, and still is Chancellor of the State of
Delaware, duly commissioned and sworn, to all whose acts, as such full faith and credit are and
ought to be given, as well in Courts of Justice as elsewhere.
IN TESTIMONY WHEREOF, I have hereunto, set my hand and affixed the seal ofthe
Court this 9TH day of October in the year of our Lord
two thousand and twenty-three____ .
Tfl/rrcq/iay N. (BuAfat/rL
Register in Chancery
▼v
CFN: 20230770680 BOOK 33942 PAGE 3058
I his doeunicni consliluies a ruling oi'ihc conn and should be ireaied as such.
Court: DE Court of Chancery Civil Action
Judge: Loren Mitchell
File & Serve
Transaction ID: 70834767
Current Date: Sep 25,2023
Case Number: 2023-0524-LM
Case Name: CONE ORD/ Capitals Air, LLC v. Verijet Holding Company, LLC
Court Authorizer: Loren Mitchell
/s/ Judge Loren Mitchell
2 3 - 2 5 4 3 5 CA 2 2 FN: 20230770672 BOOK 33942 PAGE 3038
I GRANTED 0/26/2023 02:02:00 PM
^igERNANDEZ-BARQUIN
I--------------------------------------------------------------- Caao Mb. 303? Q634 hlJ \M
OF THE COURT & COMPTROLLER
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NS l-DADE COUNTY, FL
CAPITALS AIR, LLC
Plaintiff, C.A. No. 2023-0524-LM
v.
VERUET HOLDING COMPANY,
LLC,
Defendant.
IPROPOSED1 FINAL ORDER AND DEFAULT JUDGMENT r-2
<==
r-J
Preview
Filing # 195494060 E-Filed 04/04/2024 01:48:28 PM IN THE CIRCUIT COURT OF THE ELEVENTEENTH JUDICIAL CIRCUIT, IN AND FOR MIAMI- DADE COUNTY, FLORIDA CASE NO. 2023-027997-CA-01 (10) VERIJET HOLDING COMPANY, LLC, a Delaware Limited Liability Company, v. MARK KAHAN, Defendant. __________________________________/ DEFENDANT’S MOTION TO ABATE SECOND ACTION PENDING PAYMENT OF COSTS AND ATTORNEYS’ FEES INCURRED IN PRIOR LITIGATION Defendant, Mark Kahan (“Kahan”), pursuant to Florida Rule of Civil Procedure 1.420(d), respectfully moves the Court to abate this action pending Plaintiff’s compliance with its obligations to reimburse Kahan for those costs and attorneys’ fees incurred in response to Plaintiff’s first-filed action in Escambia County Circuit Court which Plaintiff later dismissed voluntarily, and in prior litigation in Delaware involving Mr. Kahan and this Plaintiff. Kahan further seeks to be excused from filing an initial response to Plaintiff’s complaint in this second action pending Plaintiff’s compliance with Rule 1.420(d), and seeks a concomitant extension of time for an initial response to the complaint pursuant to Fla. R. Civ. P. 1.090. In further support of this request, Kahan states as follows: 1. Plaintiff Verijet Holding Company, LLC (“Verijet Holding”) commenced this current action on December 11, 2023, but did not serve its complaint upon Defendant Mark Kahan until March 19, 2024. 1450 BRICKELL AVENUE | SUITE 1900 | MIAMI, FLORIDA 33131 t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM CASE NO. 2023-027997-CA-01 2. Mr. Kahan through undersigned counsel has made a special appearance in this proceeding, with the intention and effect of preserving all rights and grounds to contest this Court’s exercise of subject matter jurisdiction, its exercise of personal jurisdiction over Mr. Kahan, and venue. Through this motion, and without waiving his reserved rights and grounds, Mr. Kahan seeks an enlargement of time pursuant to Rule 1.090(b) to file his initial response to the complaint served by Plaintiff until such time as the Court adjudicates the payment obligations of Plaintiff pursuant to Rule 1.420(d) and Plaintiff has satisfied those payment obligations to gain the right to pursue this re-filed action. See e.g. Mesa v. Bank of New York, 180 So. 3d 222 (Fla. 3d DCA 2015); Podd v. Becker, 728 So. 2d 1234 (Fla. 3d DCA 1999). Prior Litigations Between Plaintiff and Mr. Kahan 3. Plaintiff Verijet Holding had previously commenced a civil action against Mr. Kahan in the Circuit Court in and for Escambia County, Florida, Case No. 2022 CA 002287, asserting identical claims. On June 12, 2023, Verijet Holding voluntarily dismissed that Escambia County action without prejudice. See Exhibit “1” attached hereto. 4. Pursuant to Florida Rule of Civil Procedure 1.420(d), Verijet Holding is obligated to pay to Mr. Kahan the costs associated with the defense of its previously dismissed claim as a condition to its pursuit of this second action. The costs subject to Rule 1.420(d) include professional fees incurred in the previously dismissed action if a contractual basis exists for that recovery (and it does). 5. In both the Escambia County action and again here in this re-filed action in Miami- Dade, Verijet Holding has brought contractual claims based on the Limited Liability Company Agreement of Verijet Holding Company, LLC (the “Agreement”). Pursuant to Section 13.03(a) of the Agreement, the Company shall indemnify, hold harmless, defend, pay, and reimburse any 2 1450 BRICKELL AVENUE | SUITE 1900 | MIAMI, FLORIDA 33131 t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM 12898002-1 CASE NO. 2023-027997-CA-01 Covered Person against any and all losses, claims, damages, judgments, fines, or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines, or liabilities, and any amounts expended in settlement of any claims (collectively, "Losses") to which such Covered Person may become subject by reason of: (i) Any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, any Member, or any direct or indirect Subsidiary of the foregoing in connection with the business of the Company; or (ii) The fact that such Covered Person is or was acting in connection with the business of the Company as a partner, member, stockholder, controlling Affiliate, manager, director, officer, employee, or agent of the Company, any Member, or any of their respective controlling Affiliates, or that such Covered Person is or was serving at the request of the Company as a partner, member, manager, director, officer, employee, or agent of any Person, including the Company or any Company Subsidiary; provided, that (x) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company,…. Subsection (c) of Section 13.03 further provides: (c) Entitlement to Indemnity. The indemnification provided by this Section 13.03 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement or otherwise. The provisions of this Section 13.03 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 13.03 and shall inure to the benefit of the executors, administrators, legatees, and distributees of such Covered Person. 6. Pursuant to Section 13.03(b) of the Agreement, the Company is obligated to promptly reimburse (and/or advance to the extent reasonably required) Mr. Kahan for legal or other expenses (as incurred) of such Covered Person in connection with investigating, preparing to defend, or defending any claim, lawsuit, or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 13.03. In connection with the 3 1450 BRICKELL AVENUE | SUITE 1900 | MIAMI, FLORIDA 33131 t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM 12898002-1 CASE NO. 2023-027997-CA-01 previously dismissed Escambia County action, Mr. Kahan made written demand upon Verijet Holding to indemnify him for the professional fees and expenses incurred in defending against Verijet Holding’s scurrilous claims alleged in Escambia County. See Exhibit “2” attached hereto. 7. Mr. Kahan incurred $33,506.00 in fees and $183.79 in expenses relating to Verijet Holdings’ Escambia County lawsuit which was later voluntarily dismissed. See invoices attached hereto as Composite Exhibit “3”. 8. In view of Mr. Kahan’s clear contractual right to Verijet Holding’s indemnification and reimbursement of professional fees and expenses under the Agreement, Verijet Holding by operation of Rule 1.420(d) is obligated to pay such professional fees and expenses as part of “costs” to Mr. Kahan as a condition to its pursuit of its second action in Miami-Dade against Mr. Kahan. See e.g., Sholkoff v. Boca Raton Community Hospital, Inc., 693 So. 2d 1114 (Fla. 4th DCA 1997); McArthur Dairy, Inc. v. Guillen, 470 So. 2d 747 (Fla. 3d DCA 1985); Wilson v. Rose Printing Company, Inc., 624 So. 2d 257 (Fla. 1993). 9. In addition, Mr. Kahan through his entity Capitals Air, LLC previously obtained a judgment against Plaintiff in a Delaware Chancery Court action, which included an award of professional fees and costs totaling $305,056.80 (comprised of $297,982.00 in fees and $7,074.80 in costs) as of September 25, 2023. See Exhibit “4” attached hereto. Interest continues to accrue on that awarded amount from September 25, 2023 at the rate of 10.5% per annum under Delaware law until fully paid. That Delaware Chancery Court action was brought by Kahan to compel Verijet Holding’s compliance with laws entitling LLC members to basic company information, and for purposes grounded squarely on Verijet Holding’s LLC Operating Agreement (the same Operating Agreement upon which Verijet Holdings’ re-filed action is based). The Delaware Chancery Court in its judgment found that the allegations in the Complaint brought against Verijet Holding “are 4 1450 BRICKELL AVENUE | SUITE 1900 | MIAMI, FLORIDA 33131 t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM 12898002-1 CASE NO. 2023-027997-CA-01 deemed true, established, and proven”. Among other things, Capitals Air had alleged and proven that Verijet Holding had acted in bad faith in its refusal to provide limited liability company information that had been lawfully requested by its member. That Delaware judgment has been domesticated as a Florida judgment and is being enforced in Miami-Dade Circuit Court, Case No. 2023-25435-CA-01 (Honorable Beatrice Butchko). 10. Under these circumstances where Verijet Holding has re-filed an action against Mr. Kahan grounded on its Operating Agreement that it has willfully ignored in other litigation with Mr. Kahan (at Mr. Kahan’s great expense) in Delaware and in Escambia County, Florida, Verijet Holding should be required to pay all fees and expenses it owes to Mr. Kahan resulting from those prior litigations before enjoying the benefits of re-litigating claims against Mr. Kahan in this Court. 11. Good cause exists for the granting of the relief requested in this motion. WHEREFORE, Defendant, Mark Kahan, respectfully requests this Court’s entry of an Order abating this re-filed action until Plaintiff fully satisfies its current obligations to reimburse Mr. Kahan for all litigation expenses and professional fees he incurred in the Delaware and Escambia County, Florida litigation involving Verijet Holding Company, LLC; extending the deadline for Mr. Kahan’s initial response to Verijet Holding’s re-filed action pending Verijet Holding’s compliance with its payment obligations to Mr. Kahan, and granting such further relief as the Court deems just and proper. CERTIFICATE OF ELECTRONIC FILING AND SERVICE I HEREBY CERTIFY that on this 4th day of April, 2024, a true and correct copy of the foregoing document was filed electronically through the Florida Court’s E-Filing Portal, which will, in turn, send a notice of electronic filing to: Benjamin L. Reiss, Esq., Perlman, Bajandas, 5 1450 BRICKELL AVENUE | SUITE 1900 | MIAMI, FLORIDA 33131 t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM 12898002-1 CASE NO. 2023-027997-CA-01 Yevoli & Albright, PL, 283 Catalonia Avenue, Suite 200, Coral Gables, FL 33134, Email: breiss@pbyalaw.com. BERGER SINGERMAN LLP Attorneys for Mark Kahan 1450 Brickell Avenue, Suite 1900 Miami, Florida 33131 Telephone: (305) 755-9500 By:/s/ Anthony J. Carriuolo Anthony Carriuolo Florida Bar No. 434541 acarriuolo@bergersingerman.com mnewland@bergersingerman.com Maxwell H. Sawyer Florida Bar. No. 1003922 msawyer@bergersingerman.com drt@bergersingerman.com 6 1450 BRICKELL AVENUE | SUITE 1900 | MIAMI, FLORIDA 33131 t: 305-755-9500 | f: 305-714-4340 | WWW.BERGERSINGERMAN.COM 12898002-1 EXHIBIT 1 Filing # 175096049 E-Filed 06/12/2023 11:59:31 AM IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT IN AND FOR ESCAMBIA COUNTY, FLORIDA VERIJET HOLDING COMPANY, LLC, a Delaware Limited Liability Company, and GENE VALENTINO, an individual, Plaintiffs, v. CASE NO. 2022 CA 002287 MARK KAHAN and GREG CIRILLO, Defendants. NOTICE OF VOLUNTARY DISMISSAL WITHOUT PREJUDICE Plaintiffs, VERIJET HOLDING COMPANY, LLC, a Delaware Limited Liability Company, and GENE VALENTINO, an individual file this Notice of Voluntary Dismissal Without Prejudice pursuant to Rule 1.420(a)(1). * * * * * CERTIFICATE OF SERVICE I hereby certify that this document was electronically filed with the Court, and a copy served by electronic transmission to all counsel of record, this 12th day of June, 2023. /s/ Charles S. Liberis____________________ CHARLES S. LIBERIS Florida Bar No. 104937 Liberis Law Firm, P.A. Pensacola, FL 32502 (850) 438-9647 – Telephone (850) 433-5409 – Fax Primary: cliberis@liberislaw.com Secondary: assistant@liberislaw.com Attorney for Plaintiffs EXHIBIT 2 Anthony Carriuolo (954) 712-5146 acarriuolo@bergersingerman.com April 25, 2023 VIA EMAIL [MARK.GROSSMAN@VERIJET.COM] Verijet Holding Company, LLC c/o Mark Grossman, Esq. Chief Legal Officer 14200 NW 42nd Street Suite 807 Opa Locka, FL 33054 Re: Verijet Holding Company, LLC vs. Mark Kahan and Greg Cirillo Originally filed in Escambia County, Florida (Case No. 2022 CA 002287 (DIV E-CIVIL) Dear Mark: We represent the interests of Mark Kahan as a “Covered Person” under Section 13.01 of the Limited Liability Company Agreement of Verijet Holding Company, LLC (the “Company”) as amended through March 13, 2020 (the “Agreement”). Pursuant to Section 13.03(a) of the Agreement, the Company shall indemnify, hold harmless, defend, pay, and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines, or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines, or liabilities, and any amounts expended in settlement of any claims (collectively, "Losses") to which such Covered Person may become subject by reason of: (i) Any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, any Member, or any direct or indirect Subsidiary of the foregoing in connection with the business of the Company; or (ii) The fact that such Covered Person is or was acting in connection with the business of the Company as a partner, member, stockholder, controlling Affiliate, manager, director, officer, employee, or agent of the Company, any Member, or any of their respective controlling Affiliates, or that such Covered Person is or was serving at the request of the Company as a partner, member, manager, director, officer, employee, or agent of any Person, including the Company or any Company Subsidiary; 201 EAST LAS OLAS BOULEVARD | SUITE 1500 | FORT LAUDERDALE, FL 33301 t: 954-525-9900 | f: 954-523-2872 | WWW.BERGERSINGERMAN.COM April 25, 2023 Page 2 provided, that (x) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company,…. Subsection (c) of Section 13.03 further provides: (c) Entitlement to Indemnity. The indemnification provided by this Section 13.03 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement or otherwise. The provisions of this Section 13.03 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 13.03 and shall inure to the benefit of the executors, administrators, legatees, and distributees of such Covered Person. The Company (presumably at the direction of its current Board of Managers) elected to initiate a civil action against Mark Kahan in Escambia County, Florida, alleging violations of purported standard(s) of care while he served on the Company’s Board of Managers through December 10, 2020. Through Section 14.13 [Submission to Jurisdiction] of the Agreement, the Company acknowledged and agreed that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in the Delaware courts. The Company indisputably violated its own Agreement by commencing its action against Mark Kahan in a jurisdiction other than Delaware. Aside from the fact that the Company’s (and Mr. Valentino’s) claims are baseless, at a minimum no genuine ground existed to bring that action in Escambia County, Florida. And no ground exists to continue to prosecute the action in any forum other than Delaware. The Company’s flagrant and tactical violation of its Agreement with Mr. Kahan caused him to incur significant professional fees and expenses not only to respond to some extent in his own behalf to the Escambia County action but also to defend his agent, Greg Cirillo, who was wrongfully named by the Company as an additional party defendant. These professional fees and expenses incurred to date by Mr. Kahan were caused solely by the Company’s unjustified ignorance of its exclusive jurisdiction acknowledgement in the Agreement and of its express disclaimer and waiver of fiduciary duties embedded in the Agreement. Pursuant to Section 13.03(b) of the Agreement, the Company is obligated to promptly reimburse (and/or advance to the extent reasonably required) Mr. Kahan for legal or other expenses (as incurred) of such Covered Person in connection with investigating, preparing to defend, or defending any claim, lawsuit, or other proceeding relating to any Losses for which April 25, 2023 Page 3 such Covered Person may be indemnified pursuant to this Section 13.03. Please reply in writing to confirm the Company’s intention to honor its advancement and indemnification obligations to Mr. Kahan under these circumstances. Mr. Kahan reserves all rights and remedies against the Company and its actors. Sincerely, BERGER SINGERMAN LLP Anthony J. Carriuolo AJC/men 12049064-1 COMPOSITE EXHIBIT 3 201 E. LAS OLAS BLVD. SUITE 1500 FORT LAUDERDALE, FLORIDA 33301 T: (954) 525-9900 F: (954) 523-2872 WWW.BERGERSINGERMAN.COM EIN# 45-3121429 MARK KAHAN May 1, 2023 2238 CATHEDRAL AVE. NW Invoice: 264651 WASHINGTON, DC 20008 Client: 32024-0001 Re: MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL ACTION For professional services rendered thru: April 26, 2023 Total Fees 35,425.25 Total Expenses 2,000.79 Total Balance Due $37,426.04 As always, it is our pleasure to work with you! Payment is due upon receipt. Payments Options: You may remit payment via check or visit www.bergersingerman.com/info/client-tools/ to pay with credit card. If you wish to remit payment via wire transfer, please refer to the instructions below. Thank you! Wiring instructions for Berger Singerman: Bank: City National Bank of Florida Bank Address: 25 W Flagler Street Miami, FL 33130 ABA No.: 066004367 Account Name: Berger Singerman, LLP Merchant Account Account No.: 1955119739 Reference Number: 32024-0001 KAHAN, MARK PAGE: 2 MATTER ID: 32024-0001 201 E. LAS OLAS BLVD. SUITE 1500 FORT LAUDERDALE, FLORIDA 33301 T: (954) 525-9900 F: (954) 523-2872 WWW.BERGERSINGERMAN.COM EIN# 45-3121429 MARK KAHAN 2238 CATHEDRAL AVE. NW INVOICE DATE:May 1, 2023 WASHINGTON, DC 20008 INVOICE NO. 264651 MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL MATTER ID: 32024-0001 ACTION PROFESSIONAL LEGAL SERVICES RENDERED THROUGH: April 26, 2023 FEES Date Attorney Description Hours 01/11/23 AJC REVIEW PENSACOLA LAWSUIT; CONSIDER GROUNDS 2.10 FOR RESPONSES; EMAILS AND CALL WITH MARK AND GREG; EMAILS WITH MARK AND GREG REGARDING 02/22/23 AJC REVIEW ALLEGATIONS OF COMPLAINT REGARDING 1.20 RESIDENCY OF PLAINTIFFS; CONDUCT RESEARCH REGARDING 28 USC 1446 TIMING; ASSESS NEXT STEPS 03/01/23 SP2 RESEARCH/BACKGROUND CHECK ON G. VALENTINO 1.20 03/02/23 AJC ASSESS EFFECT OF CAPITALS AIR LLC CITIZENSHIP 1.50 ON COMPLETE DIVERSITY JURISDICTION MODEL; CONSIDER OBSTACLES AND BEST APPROACHES 03/02/23 MS REVIEW AND ANALYZE COMPLAINT. DISCUSSION 1.20 WITH A. CARRIUOLO RE MOTION TO TRANSFER POST REMOVAL; REVIEW 28 USC 1404; REVIEW AND ANALYZE NOTICE OF REMOVAL, DISCUSSION WITH A. CARRIOULO RE CITIZENSHIP OF MEMBERS OF VERIJET AND IMPACT ON DIVERITY JURISDICTION; RESEARCH INTO CITIZENSHIP OF ENTITY MEMBERS KAHAN, MARK PAGE: 3 MATTER ID: 32024-0001 FEES Date Attorney Description Hours 03/02/23 AK TELEPHONE CONFERENCE WITH A. CARRIUOLO RE 0.30 DIVERSITY JURISDICTION ISSUE AND REVIEW EMAIL TO CLIENT 03/03/23 AJC FURTHER CONSIDERATION OF REMOVAL AND 3.20 RESPONSE MATTERS; BEGIN DRAFT OF M2 DISMISS (CIRILLO); EXTENSIVE REVIEW OF ALLEGATIONS, DISMISSAL ARGUMENTS; EXTENSIVE REVIEW OF VISION HOLDINGS LLC AGREEMENT AND DISCLAIMER/LIMITATIONS OF FIDUCIARY DUTIES 03/03/23 MS REVIEW AND ANALYZE A. CARRIUOLO’S REMOVAL 4.50 ANALYSIS; KAHAN’S RESPONSE ON FORUM NON CONVENIENS; REVIEW AND ANALYZE COMPLAINT; RESEARCH ON MOTION TO TRANSFER VENUE UNDER FORUM NON CONVENIENS; DRAFT MOTION TO TRANSFER VENUE; REVIEW AND ANALYZE COUNTERCLAIM AND MOTION PRACTICE FROM VEIRJET MATTER TO GUIDE ANALYSIS; REVIEW AND ANALYZE ADMIN ORDER 2021-12, REFERENCED IN JUDGE’S SUA SPONTE ORDER 03/03/23 AK CONDUCT FOLLOW-UP RESEARCH RE SNAP 1.40 REMOVAL 03/06/23 MS CONTINUE DRAFTING OF MOTION TO DISMISS, 3.90 FOCUSING ON MOTION TO TRANSFER AND RESEARCH ON FAILURE TO STATE A CLAIM. 03/07/23 MS MOTION TO DISMISS AND TRANSFER VENUE (4 HRS; 2.00 VOLUNTARILY REDUCE TO 2 HRS) 03/08/23 AJC CONTINUED WORK ON CIRILLO MOTION TO DISMISS 0.80 03/08/23 MS MOTION TO DISMISS AND TRANSFER VENUE (5.10 2.55 HRS; VOLUNTARILY REDUCE TO 2.55 HRS) 03/09/23 AJC RESEARCH REGARDING SPLITTING CAUSES OF 3.40 ACTION, PRIVIES AND RES JUDICIATA CONCEPTS; CONTINUED WORK ON MOTION TO DISMISS, FOCUS ON JURISDICTIONAL OBJECTIONS; EMAILS WITH CLIENT GROUP; STATUS CALL WITH MARK AND GREG; CONSIDER DE LAW ON DIRECTOR LIABILITIES, WRITTEN LIMITATIONS 03/09/23 MS DRAFTING MOTION TO TRANSFER VENUE AND 2.00 MOTION TO DISMISS (4 HRS; VOLUNTARILY REDUCE TO 2 HRS) KAHAN, MARK PAGE: 4 MATTER ID: 32024-0001 FEES Date Attorney Description Hours TO MOTION TO DISMISS; BEGIN DRAFT OF CIRILLO DECLARATION; EDIT REQUEST FOR JUDICIAL NOTICE; IDENTIFY TRIAL EXHIBITS TO INCLUDE IN R4JN; EMAIL TO CLIENT GROUP 03/10/23 SP2 ORGANIZE DOCUMENTS FOR REQUEST FOR JUDICIAL 0.70 NOTICE 03/10/23 MS DRAFTING AND EDITING MOTION TO DISMISS (4 HRS; 2.00 VOLUNTARILY REDUCE TO 2 HRS) 03/11/23 AJC CLEAN UP OF MOTION TO DISMISS AND CIRILLO 0.40 DECLARATION; EMAIL TO CLIENT GROUP 03/12/23 AJC ADDITIONAL EDITS TO DECLARATION AND MOTION 0.40 FROM CIRILLO AND KAHAN 03/13/23 AJC FURTHER EDITS TO MOTION TO DISMISS; 3.90 INCORPORATE ADDITIONAL CASE AUTHORITIES; INSTRUCTIONS REGARDING COMPARISON OF ISSUES AND WITNESSES FOR VENUE CHALLENGE; EXTENSIVE REVIEW AND COMPARISON OF ESCAMBIA COMPLAINT, VERIJET ANSWER AND DEFENSES 03/13/23 SP2 WORK ON CHART FOR EXHIBIT 2 TO MOTION TO 1.50 DISMISS 03/14/23 AJC FINALIZE MOTION TO DISMISS; INTEGRATE 1.30 COMPARISONS OF ALLEGATIONS IN COMPLAINT VS. MIAMI PLEADINGS 03/14/23 SP2 CONTINUE TO WORK ON CHART FOR EXHIBIT 2 TO 2.30 MOTION TO DISMISS; FINALIZE AND FILE REQUEST FOR JUDICIAL NOTICE, GREG CIRILLO'S MOTION TO DISMISS AND DECLARATION OF GREG CIRILLO; 03/17/23 AJC FINALIZE MOTION FOR SANCTIONS BY CIRILLO; 1.60 INSTRUCTIONS REGARDING SERVICE; REVIEW MOTION FOR DEFAULT AGAINST KAHAN; COMMN'S WITH MARK; EMAILS WITH LIBERIS; CONSIDER ACTION ITEMS 03/19/23 AJC DRAFT NOTICE OF SPECIAL APPEARANCE; RESEARCH 1.50 REGARDING PRESERVATION OF JURISDICTIONAL OBJECTIONS WHEN SEEKING ENLARGEMENT OF TIME; DRAFT MOTION FOR ENLARGEMENT OF TIME 03/19/23 SP2 FINALIZE AND FILE MOTION FOR ENLARGEMENT OF 0.50 TIME TO RESPOND TO COMPLAINT AND NOTICE OF SPECIAL APPEARANCE 03/20/23 AJC FURTHER RESEARCH ON EFFECT OF FILING MOTION 1.00 FOR EXTENSION ON RISK OF CLERK'S DEFAULT; EMAILS WITH LIBERIS REGARDING PROPOSED RESOLUTION OF MOTION FOR EXTENSION KAHAN, MARK PAGE: 5 MATTER ID: 32024-0001 FEES Date Attorney Description Hours 03/21/23 AJC CALL WITH DOUG BATES REGARDING CO-COUNSEL 0.40 03/23/23 AJC CONFER WITH DOUG BATES; CONFER WITH MARK 0.50 KAHAN REGARDING APPROACHES; EMAILS WITH BATES REGARDING COMMN'S WITH LIBERIS 03/27/23 MS REVIEW CORRESPONDENCE WITH OPPOSING 0.00 N/C COUNSEL AND DRAFT PROPOSED ORDER ON EXTENSION AND TRANSFER; REVIEW DOCKET FOR ENTRY NUMBER FOR MOTION FOR DEFAULT; DISCUSS THE SAME AND EDITS MADE BY A. CARRIUOLO [.4 NO CHARGE] 03/28/23 AJC STRATEGY CALL WITH MARK; FINALIZE PROPOSED 0.60 ORDER AND CIRCULATE TO LIBERIS 04/03/23 AJC EMAILS WITH LIBERIS REGARDING CONSENT TO 0.20 SUBMISSION OF ORDER TRANSFERRING TO MIAMI- DADE 04/25/23 AJC REVISE AND FINALIZE 1.00 ADVANCEMENT/REIMBURSEMENT DEMAND TO VERIJET Total Hours: 59.15 Total Fees: 35,425.25 FEE SUMMARY Attorney Hours Rate Total Anthony Carriuolo 33.10 725.00 23,997.50 Ana Kauffmann 1.70 575.00 977.50 Suzan Prince 6.20 295.00 1,829.00 Maxwell Sawyer 18.15 475.00 8,621.25 Total 59.15 $35,425.25 EXPENSES Date Description Amount KAHAN, MARK PAGE: 6 MATTER ID: 32024-0001 EXPENSES Date Description Amount 04/24/23 VENDOR: CLARK PARTINGTON; INVOICE#: 983192243; DATE: 4/24/2023 1,817.00 - 32024.0001 FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 15, 2023 REPRODUCTION 109.50 WESTLAW CHARGES 74.29 Total Expenses $2,000.79 CURRENT BALANCE DUE $37,426.04 201 E. LAS OLAS BLVD. SUITE 1500 FORT LAUDERDALE, FLORIDA 33301 T: (954) 525-9900 F: (954) 523-2872 WWW.BERGERSINGERMAN.COM EIN# 45-3121429 MARK KAHAN June 5, 2023 2238 CATHEDRAL AVE. NW Invoice: 266074 WASHINGTON, DC 20008 Client: 32024-0001 Re: MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL ACTION For professional services rendered thru: May 31, 2023 Total Fees 3,205.00 Total Expenses 0.00 Current Balance Due 3,205.00 Past Due Balance 37,426.04 Total Balance Due $40,631.04 As always, it is our pleasure to work with you! Payment is due upon receipt. Payments Options: You may remit payment via check or visit www.bergersingerman.com/info/client-tools/ to pay with credit card. If you wish to remit payment via wire transfer, please refer to the instructions below. Thank you! Wiring instructions for Berger Singerman: Bank: City National Bank of Florida Bank Address: 25 W Flagler Street Miami, FL 33130 ABA No.: 066004367 Account Name: Berger Singerman, LLP Merchant Account Account No.: 1955119739 Reference Number: 32024-0001 KAHAN, MARK PAGE: 2 MATTER ID: 32024-0001 201 E. LAS OLAS BLVD. SUITE 1500 FORT LAUDERDALE, FLORIDA 33301 T: (954) 525-9900 F: (954) 523-2872 WWW.BERGERSINGERMAN.COM EIN# 45-3121429 MARK KAHAN 2238 CATHEDRAL AVE. NW INVOICE DATE:June 5, 2023 WASHINGTON, DC 20008 INVOICE NO. 266074 MARK KAHAN AND GREG CIRILLO - DEFENSE OF CIVIL MATTER ID: 32024-0001 ACTION PROFESSIONAL LEGAL SERVICES RENDERED THROUGH: May 31, 2023 FEES Date Attorney Description Hours 05/11/23 MS DISCUSSION WITH A. CARRIUOLO RE STATUS OF 1.10 TRANSFER FROM ESCAMBIA COUNTY; REVIEW DISMISSAL ORDER; REVIEW AND RESEARCH DISMISSAL UNDER FLA. R. CIV. P. 1.060(C); DRAFT MOTION TO DISMISS BASED ON RULE 1.060(C) AND EDIT FOLLOWING DISCUSSION WITH A. CARRIUOLO. 05/19/23 AJC CONSIDER TIMING OF DISMISSAL EFFORT; CALL TO 0.00 N/C BATES (L/M) [.2 NO CHARGE] 05/25/23 AJC REVISE MOTION TO DISMISS ESCAMBIA ACTION 0.50 UNDER RLE 1.060(C); EMAILS WITH DOUG BATES 05/30/23 AJC EMAILS WITH LIBERIS REGARDING MOTION TO 0.20 DISMISS 05/31/23 AJC COORDINATE HEARING ON PENDING MOTION TO 0.30 DISMISS WITH DOUG BATES; EMAILS WITH BATES REGARDING DISMISSAL OPTIONS KAHAN, MARK PAGE: 3 MATTER ID: 32024-0001 FEES Date Attorney Description Hours Total Hours: 4.80 Total Fees: 3,205.00 FEE SUMMARY Attorney Hours Rate Total Anthony Carriuolo 3.70 725.00 2,682.50 Maxwell Sawyer 1.10 475.00 522.50 Total 4.80 $3,205.00 CURRENT BALANCE DUE $3,205.00 PRIOR BALANCE 37,426.04 LESS PAYMENTS: -0 PRIOR BALANCE DUE 37,426.04 PLUS CURRENT BALANCE: 3,205.00 TOTAL NOW DUE: 40,631.04 PAST DUE BALANCE - LIST OF UNPAID INVOICE(S) INVOICE INVOICE LAST LAST PAYMENT BALANCE NUMBER DATE TOTAL PAYMENT AMOUNT DATE 264651 05/01/23 37,426.04 NONE 0.00 37,426.04 Past Due Balance: 37,426.04 Timekeeper Rates Hours Fees Anthony Carriuolo 725 25 $18,125.00 Maxwell Sawyer 475 16.7 $7,932.50 Ana Kauffman 575 1.7 $977.50 Susan Prince 295 6.2 $1,829.00 $28,864.00 EXHIBIT 4 2 3 - 2 5 4 3 5 CA 2 2 :,N; 20230770680 BOOK 33942 PAGE 3055 EFiled: Sep 25 2023 0! :03, iffey0/26/2023 02:02:59 PM GRANTED Transaction ID 709372! 9 fe^fjERNANDEZ-BARQUIN HP r* No, aoaa osa4 n THE COURT & COMPTROLLER IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE '$0Wfl-DADE COUNTY, FL CAPITALS AIR, LLC Plaintiff, C.A. No. 2023-0524-LM v. VERIJET HOLDING COMPANY, LLC, Defendant. [PROPOSED! ORDER WHEREAS, on August 4,2023, Plaintiff Capitals Air, LLC (“Plaintiff”) filed r-J cp ro o-> a Motion for Default Judgment and for Attorneys’ Fees and Costs (the “Motion”); CO c“> WEEREAS, on August 29,2023, the Court granted the Motion and entered a ro cr> Final Order and Default Judgment (the “Judgment”); -o -• - ro WHEREAS, the Judgment ordered that Defendant Verijet Holding Company, •• ro LLC (“Defendant”) “shall pay the reasonable attorneys’ fees and costs incurred by Plaintiff in connection with this lawsuit (including those incurred in connection with the Motion and any related subsequent proceedings), subject to the submission of an •*.. affidavit attesting to these amounts to be presented by Plaintiff’s counsel along with an implementing order in a form acceptable to the Court, within ten (10) days of the granting by the Court of such implementing order”; CFN: 20230770680 BOOK 33942 PAGE 3056 WHEREAS, on September 11, 2023, Plaintiff filed the Rule 88 Affidavit of Aaron R. Sims, Esq. (the “Affidavit”) attesting to the amounts of attorneys’ fees and costs incurred by Plaintiff in connection with this lawsuit through August 31, 2023; IT IS HEREBY ORDERED this ^ day offV2023, that: 1. Defendant shall pay Plaintiff $305,056.80 (comprised of $297,982.00 in fees and $7,074.80 in costs) within ten (10) days of entry of this Order. 2. Plaintiff shall have leave to file further affidavits attesting to additional amounts of attorneys’ fees and costs incurred by Plaintiff in connection with this lawsuit, including those incurred in connection with the Motion and any related subsequent proceedings. jsI c&y? o/yi oJ)0 Magistrate Mitchell n itiii il l): *.S A TIU F. COPY: ATTEST: MX.foWR IN ajANTfFRY \\\ fyhfiLU 0 Ji CFN: 20230770680 BOOK 33942 PAGE 3057 £ State of Delaware,}ss. I, Tamara N. Burton, Register of the Court of Chancery of the State of Delaware do hereby certify that the foregoing is a true and correct copy of: Proposed Order for CA 2023-0524-LM. as the same remains on file and of record in said Court. IN TESTIMONY WHEREOF, I have hereunto set myhand and affixed the seal of said Court, this 9TH_____ day of October in the year of our Lord, two thousand and twenty-three To/maAco (M. fiuAfo/rv Register in Chancery State of Delaware, to wit: I, Kathaleen St. Jude McCormick, Chancellor of the State of Delaware, do hereby certify that the foregoing Record and Attestation, made by Tamara N. Burton, Register in Chancery whose name is thereto subscribed, and to which the seal of said Court is affixed, are in due form of law, and made by the proper officer. IN TESTIMONY WHEREOF, I have hereunto set myhand, this 9TH day of October in the year of our Lord, two thousand and twenty-three 'Kathzlem St. Q, ’TKcfiyOMuck Chancellor State of Delaware,}ss. I, Tamara N. Burton, Register of the Court of Chancery of the State of Delaware do hereby certify that the Honorable Kathaleen St. Jude McCormick by whom the foregoing attestation was made and whose name is thereto subscribed, was at the time of the making thereof, and still is Chancellor of the State of Delaware, duly commissioned and sworn, to all whose acts, as such full faith and credit are and ought to be given, as well in Courts of Justice as elsewhere. IN TESTIMONY WHEREOF, I have hereunto, set my hand and affixed the seal ofthe Court this 9TH day of October in the year of our Lord two thousand and twenty-three____ . Tfl/rrcq/iay N. (BuAfat/rL Register in Chancery ▼v CFN: 20230770680 BOOK 33942 PAGE 3058 I his doeunicni consliluies a ruling oi'ihc conn and should be ireaied as such. Court: DE Court of Chancery Civil Action Judge: Loren Mitchell File & Serve Transaction ID: 70834767 Current Date: Sep 25,2023 Case Number: 2023-0524-LM Case Name: CONE ORD/ Capitals Air, LLC v. Verijet Holding Company, LLC Court Authorizer: Loren Mitchell /s/ Judge Loren Mitchell 2 3 - 2 5 4 3 5 CA 2 2 FN: 20230770672 BOOK 33942 PAGE 3038 I GRANTED 0/26/2023 02:02:00 PM ^igERNANDEZ-BARQUIN I--------------------------------------------------------------- Caao Mb. 303? Q634 hlJ \M OF THE COURT & COMPTROLLER IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NS l-DADE COUNTY, FL CAPITALS AIR, LLC Plaintiff, C.A. No. 2023-0524-LM v. VERUET HOLDING COMPANY, LLC, Defendant. IPROPOSED1 FINAL ORDER AND DEFAULT JUDGMENT r-2 <== r-J