Preview
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
EXHIBIT “1”
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
Miami | Fort Lauderdale | Palm Beach | Tampa Juan C. Zorrilla
305.789.9262 direct
305.728.7562 f ax
jzorrilla@f owler-white.com
August 4, 2023
Via Email
Nathan Cohen, Esq.
377 Pearsall Avenue, Suite C
Cedarhurst New York 11516
Email: ncohen@jntllp.com
Re: Response to letter titled "Call of Wimpfheimer and Fulda Promissory Notes" dated
August 1, 2023
Dear Mr. Cohen:
As you know, our Firm represents East Hudson Capital, LLC ("EHC"). We received your
letter on behalf of Boardwalk 400 LLC ("Boardwalk"), Jan S. Wimpfheimer ("Mr. Wimpfheimer")
and Simche Daniel Fulda ("Mr. Fulda") in response to EHC's calls of certain Promissory Notes in
the principal amount of $4,828,238.00. Please consider this EHC's response.
I will begin this response by addressing and correcting certain inaccuracies in your letter.
To begin, please note that Mr. Wimpfheimer and Mr. Fulda sold their interest in EHC to
irrevocable trusts, which they established. Mr. Wimpfheimer and Mr. Fulda are neither members
nor managers of EHC.
Second, the Promissory Notes were not placed in escrow—and were not the subject of any
escrow agreement—with Logistec Consulting, Inc., LLC ("Logistec"). Rather, Mr. Wimpfheimer
and Mr. Fulda established an escrow with an independent escrow agent and deposited certain
executed documents with the escrow agent in furtherance of the contemplated business
restructuring. Thereafter, Mr. Wimpfheimer and Mr. Fulda instructed the escrow agent and the
trustees to proceed with the business restructuring. In fact, Mr. Wimpfheimer and Mr. Fulda
executed and provided powers of attorney to facilitate their clear instructions to proceed with the
restructuring.
Long after they gave their instructions to proceed with the restructuring, Mr. Wimpfheimer
and Mr. Fulda attempted to renegotiate the terms of the restructure. When this renegotiation
attempt was unsuccessful, Mr. Wimpfheimer and Mr. Fulda resorted to threats that ultimately lead
to litigation. As of now, any attempt by Mr. Wimpfheimer and/or Mr. Fulda to undo or reverse
their prior instruction to proceed with the business restructuring is no longer of any effect.
More importantly, the central premise of your letter (i.e., that the Promissory Notes are not
effective because the restructuring never occurred) is wrong.
Brickell Arch | 1395 Brickell Avenue, 14th Floor | Miami, FL 33131 | www.fowler-white.com
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
August 4, 2023
Page 2
Specifically, you contend that the parties "never intended … the Promissory Notes [to] be
released from escrow and be effective unless and until the restructuring was finalized." The
restructuring was finalized as instructed by all participants—including clear instructions from
Mr. Wimpfheimer and Mr. Fulda. The restructuring also was finalized in accordance with the
authority Mr. Wimpfheimer and Mr. Fulda voluntarily granted in their powers of attorney. As a
result, the escrow property (including the Promissory Notes) was ordered to be released pursuant
to the terms of the escrow agreement.
Additionally, your letter's contention that the authority to call (on behalf of EHC) the
Promissory Note signed by Mr. Wimpfheimer somehow rests with "Mr. Wimpfheimer, who
continues to serve as a Manager of EHC" is meritless for several reasons. Contrary to this
contention and for self-evident reasons, Mr. Wimpfheimer does not have the power to unilaterally
veto EHC's right to call the Promissory Note owed by Mr. Wimpfheimer. And in any event, neither
Boardwalk nor its principals nor Mr. Wimpfheimer represent EHC in any capacity.
As to your letter's claim that EHC's call of the Promissory Notes "reveals a concerning
breach of trust by Logistec and its principals, including Mr. Benay," this contention also lacks
merit for several reasons. To begin, Mr. Wimpfheimer and Mr. Fulda signed certain releases and
an indemnification agreement relating to Logistec's services, which conclusively refute your
clients' contention of "breaches of trust." Moreover, Logistec was engaged to assist
Mr. Wimpfheimer and Mr. Fulda to establish irrevocable trusts through third-party professionals,
and Logistec did so. Neither Logistec nor Mr. Benay are parties to any escrow agreements, trust
deeds, or related restructuring documents. Logistec and Mr. Benay have never acted in any
fiduciary role and never exercised any fiduciary authority in any manner whatsoever. In their
advisory capacity, neither Logistec nor Mr. Benay have ever had authority to act on behalf of EHC.
Also, Logistec and Mr. Benay never acted (in any capacity) or assumed any authority to act on
behalf of Mr. Wimpfheimer, Mr. Fulda, or Boardwalk beyond the limited engagement to assist
Mr. Wimpfheimer and Mr. Fulda with establishing irrevocable trusts. Finally, the Logistec
engagement agreements signed by both Mr. Wimpfheimer and Mr. Fulda call for dispute
resolution through binding arbitration, not unfounded accusation nor veiled threats.
Because Mr. Wimpfheimer and Mr. Fulda have not paid the $4,828,238.00 that they each
owe, EHC has initiated an arbitration proceeding in the Cayman Islands as provided for in the
Promissory Notes. Enclosed please find a true copy of EHC's filed Demand for Arbitration (Case
No. 01-23-0003-4666).
Sincerely,
Juan C. Zorrilla
Fowler White Burnett P.A.
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
IN]-ERNATI ONAL CENTRE NOTICE OF ARBITRATION
FOR DISPUTE RTSOLUTION "
Mediation is a non-binding process. The mediator assists the parties in working out a solution thai is acceptable to them. lf you would like the ICDR to contact
the other parties to determine whether they wish to mediate this matter, please check this box !
. There is no odditional administrotive fee f or this service.
Date: August 1,2023
To: Name (of the party on which the request is to be served) Nationality
SEE ATTAC]IIED,
Address: SEEATTACHED
City: State/Province: Country Postal Code
Telephone: Facsimile Email
Name of Representative: (if known) Name of Firm: (if applicable)
N
Address:
377 Pearsall Ave Suite C
City Country: Postal Code
State/Province: NY
I Inited Stafeq
Telephone: Facsimile Email:
.e-lrerruan@nrtlp,garr
Thenamedclaimant,apartytoanarbitrationagreementcontainedinawrittencontract,dated.lanuaryl,2C)23, providing for arbitration under the
lnternational Dispute Resolution Procedures
91
Commercial Arbitration Rules and Mediation Procedures (AAA)
3
Procedures for Cases under the UNCITRAL Arbitration Rules
;_1
Other (please specify):
3
hereby demands arbitration.
Nature of the Dispute: (attach additional sheets, if necessary) SEEATTACHED.
The Claim or Reltef Sought: (the amount, if any) 5Eg 411AC1HED.
Type of Business: Claimant
Respondent:
Claimant's Request Number of Arbitrators: Place of Arbitration: Language
-lhree Cayman Islands En ish
You are hereby notified that copies of our arbitration agreement and this Notice are being filed with the lnternational Centre for Dispute Resolution,
with a request that it commence administration of the arbitration. Under the rules, you may file a Statement of Defense within the time specified in the
rules after notice from the administrator.
Name of Claimant: Nationality:
Delaware limited liabil com
Address: (to be used in connection with this case)
27 l0l Lle lts Plaza N rth rt 02
City: State/Province: Country: Postal Code:
New York Urrited States 11101
Telephone: Email:
Facsimile: J Zorrill a@fow I er-w h ite. com
305 7 2
Name of Representative: (if known) Name of Firm: (if applicable)
te rnett PA
Address:
rh
City: State/Province: Country: Postal Code:
Miarni FL IJrrited States
Telephone: Facsimi Email:
(30s) 789-9200
Notice: To begin proceedi s, www.adr.org/fileonline. You will need to upload a copy of this Demand and the Arbitration
Agreement, and pay the
Signatu ay be signed Tiile Legal CoLrnsel Date: 0B-01 -2023
tf vo hove please contdct the lnternationol Centre for Dispute Resolution
dt7 5 or +7.272.484.4787 or visit our website ot www,icdr.org,
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
ADDITIONAL PAGE RE: NOTICE OF.ARBITRATION
Respondent #1
Jan Wimpfheimer
58 Denton Greens Lane
St. Helensn United Kingdom
wA 10 2QB
ian@vav.vc
Respondent #2
Simche Daniel Fulda
Villa CC KJK6
Property No. 96, Plot 1902
Canal Cove
Palm Jumeirah, Dubai
United Arab Emirates
sdf@qsf.caoital
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
DEMAND FOR ARBITRATION
Claimant, East Hudson Capital, LLC, through its undersigned counsel, hereby
makes its Demand for Arbitration upon Respondents, Jan Wimpfheimer
("Mr. Wimpfheimer") and Simche Daniel Fulda ("Mr. Fulda"), based upon the
following facts:
1. On January 1, 2023, Mr. Wimpfheimer executed and delivered a
promissory note in the principal amount of $4,828,238.00 to FSBSJD 777 Trust a
Cayman Islands Trust. See Wimpfheimer Note (attached hereto as Exhibit "1").
2. On January 1, 2023, Mr. Fulda executed and delivered a promissory
note in the principal amount of $4,828,238.00 to FSBSJD 777 Trust a Cayman
Islands Trust. See Fulda Promissory Note (attached hereto as Exhibit "2").
3. The Wimpfheimer Note was assigned to East Hudson Capital, LLC by
the Trustee. See Assignment of Wimpfheimer Note (attached hereto as Exhibit "3").
4. The Fulda Note was assigned to East Hudson Capital, LLC by the
Trustee. See Assignment of Fulda Note (attached hereto as Exhibit "4").
5. The Wimpfheimer Note was called on July 24, 2023 demanding
payment of the amount due thereunder of $4,828,238.00 by July 31, 2023. See July
24, 2023 Call of Wimpfheimer Note (attached hereto as Exhibit "5").
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
6. The Fulda Note was called on July 24, 2023 demanding payment of the
amount due thereunder of $4,828,238.00 by July 31, 2023. See July 24, 2023 Call of
Fulda Note (attached hereto as Exhibit "6").
7. Mr. Wimpfheimer did not pay the Wimpfheimer Note by July 31, 2023
and, as a result of his default in payment, is indebted East Hudson Capital, LLC in
the principal amount of $4,828,238.00 plus pre-judgment interest accruing thereafter
until the amount of the debt is paid in full.
8. Mr. Fulda did not pay the Fulda Note by July 31, 2023 and, as a result
of his default in payment, is indebted to East Hudson Capital, LLC in the principal
amount of $4,828,238.00 plus pre-judgment interest accruing thereafter until the
amount of the debt is paid in full.
For the foregoing reasons, Claimant, East Hudson Capital, LLC requests the
Arbitration Panel to provide the following relief:
a. Award East Hudson Capital, LLC, the principal amount of
$4,828,238.00 against Respondent, Jan S. Wimpfheimer, pre-
judgment interest on this amount from August 1, 2023, until the
debt is fully paid, its reasonable attorney's fees and costs as well
as the costs of these arbitration proceedings;
b. Award East Hudson Capital, LLC the principal amount of
$4,828,238.00 against Respondent, Simche Daniel Fulda, pre-
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
judgment interest on this amount from August 1, 2023, until the
debt is fully paid, its reasonable attorney's fees and costs as well
as the costs of these arbitration proceedings.
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
EXHIBIT "1"
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
DocuSign Envelope ID: 30D7B382-CDDD-4B5B-98D7-98ED11CE0CC3
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
PROMISSORY NOTE
US $4,828,238.00 1 January 2023
FOR VALUE RECEIVED, Jan S. Wimpfheimer, an individual, (the “Maker”), hereby
promises to pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor
holder (the “Holder”), the principal sum of four million eight hundred twenty-eight thousand two
hundred thirty-eight United States Dollars (the “Principal Sum”), or so much of the Principal Sum
as is outstanding from time to time.
The Principal Sum due hereunder shall be due and payable upon the first occurrence of the
following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the
Memorandum and Articles of association of Holder, or (ii) on the third (3rd) anniversary of the date
of issuance of this Note.
The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and
expenses of collection of this Promissory Note (this “Note”), including, but not limited to, reasonable
attorneys’ fees and expenses, plus statutory interest on all such costs and expenses.
The Maker shall have the right to prepay the whole or any part of the unpaid balance of the
Principal Sum at any time, and from time to time, without penalty or premium. Unless the Holder
hereof shall designate a different order of application, which the Holder hereof may do in its sole
discretion, all payments made under this Note shall be applied first to costs of collection, and the
remainder, if any, to the outstanding balance of the Principal Sum.
This Note and the rights associated herewith may be transferred by the Holder, on written
notice to the Maker, for reissuance at any time prior to its maturity. The Holder shall cause as may
be required, the registration of transfer of this Note to be prepared. The registration book shall be
kept by the Holder at such address as the Holder determines, which address shall be provided to
Maker and serve as the address for the receipt of notices to the Holder. The registration book shall
set forth the name and address of each owner of this Note, the principal amount of the Note owned
by such owner and the date of transfer of the Note.
No failure or delay by the Holder hereof to insist upon the strict performance of any provision
of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shall
constitute a waiver of any such provision or of any such default or preclude the Holder hereof from
exercising any such right, power or remedy at any later time or times.
No modification, change, waiver, or amendment of this Note shall be effective unless in writing
and signed by the Holder hereof. The governing law of this Note shall be the law of the Cayman
Islands.
In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties
agree they shall provide each other a summary of arguments supporting their position; then the dispute
shall be submitted to binding arbitration in the following jurisdiction: Cayman Islands. The Arbitration
tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed
by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American
Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence
presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence
-1-
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
DocuSign Envelope ID: 30D7B382-CDDD-4B5B-98D7-98ED11CE0CC3
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications
by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if
any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e-
discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates,
employees, agents, and or representatives.
This Note shall be binding upon the Maker and the Maker’s successors and assigns.
IN WITNESS WHEREOF, this Note has been executed as of the day and year first above
written.
MAKER:
Jan S. Wimpfheimer
_______________________
Jan S. Wimpfheimer, in his personal capacity
-2-
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NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
EXHIBIT "2"
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
DocuSign Envelope ID: AFFB5FCE-ADA0-4099-A505-B5E0874048E7
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
PROMISSORY NOTE
US $4,828,238.00 1 January 2023
FOR VALUE RECEIVED, Simche Fulda, an individual, (the “Maker”), hereby promises to
pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor holder (the
“Holder”), the principal sum of four million eight hundred twenty-eight thousand two hundred
thirty-eight United States Dollars (the “Principal Sum”), or so much of the Principal Sum as is
outstanding from time to time.
The Principal Sum due hereunder shall be due and payable upon the first occurrence of the
following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the
Memorandum and Articles of association of Holder, or (ii) on the third (3rd) anniversary of the date
of issuance of this Note.
The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and
expenses of collection of this Promissory Note (this “Note”), including, but not limited to, reasonable
attorneys’ fees and expenses, plus statutory interest on all such costs and expenses.
The Maker shall have the right to prepay the whole or any part of the unpaid balance of the
Principal Sum at any time, and from time to time, without penalty or premium. Unless the Holder
hereof shall designate a different order of application, which the Holder hereof may do in its sole
discretion, all payments made under this Note shall be applied first to costs of collection, and the
remainder, if any, to the outstanding balance of the Principal Sum.
This Note and the rights associated herewith may be transferred by the Holder, on written
notice to the Maker, for reissuance at any time prior to its maturity. The Holder shall cause as may
be required, the registration of transfer of this Note to be prepared. The registration book shall be
kept by the Holder at such address as the Holder determines, which address shall be provided to
Maker and serve as the address for the receipt of notices to the Holder. The registration book shall
set forth the name and address of each owner of this Note, the principal amount of the Note owned
by such owner and the date of transfer of the Note.
No failure or delay by the Holder hereof to insist upon the strict performance of any provision
of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shall
constitute a waiver of any such provision or of any such default or preclude the Holder hereof from
exercising any such right, power or remedy at any later time or times.
No modification, change, waiver, or amendment of this Note shall be effective unless in writing
and signed by the Holder hereof. The governing law of this Note shall be the law of the Cayman
Islands.
In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties
agree they shall provide each other a summary of arguments supporting their position; then the dispute
shall be submitted to binding arbitration in the following jurisdiction: Cayman Islands. The Arbitration
tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed
by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American
Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence
presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence
-1-
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
DocuSign Envelope ID: AFFB5FCE-ADA0-4099-A505-B5E0874048E7
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications
by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if
any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e-
discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates,
employees, agents, and or representatives.
This Note shall be binding upon the Maker and the Maker’s successors and assigns.
IN WITNESS WHEREOF, this Note has been executed as of the day and year first above
written.
MAKER:
Simche Fulda
_______________________
Simche Fulda, in his personal capacity
-2-
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EXHIBIT "3"
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NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
ASSIGNMENT
OF
1 JANUARY 2023 PROMISSORY NOTE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, FSDJSB 888 Trust (hereinafter the "Trust") hereby assigns to East Hudson
Capital, LLC (hereinafter the "Assignee"), whose business and mailing address is 27-01 Queens
Plaza N. Suite 802, Long Island City, NY 11101, all of Assignor's right, title and interest in and
to the 1 January 2023 Promissory Note in the principal sum of $4,828,238.00 USO, executed by
and between Jan S. Wimptheimer, as Maker, and FSBSJD 777 Trust as Payee, and duly
transferred to the Trust on or about 4 February, 2023, including but not limited to any right
Assignor might otherwise have or in the future acquire.
Assignor represents and warrants to Assignee that: (l) Exhibit A attached to this
Assignment is a true and complete copy of the 1 January 2023 Promissory Note, (2) the I
January 2023 Promissory Note is in full force and effect and has not been modified in any way,
(3) Assignor's interest in the 1 January 2023 Promissory Note is free and clear of any prior
assignment and of any lien or security interest, (4) Assignor has good right and lawful authority
to execute and deliver this Assignment and to assign to Assignee all of Assignor's interest and
rights in the 1 January Promissory 2023 Promissory Note, and (5) the Borrower is currently in
default with respect to the performance of such party's obligations under the 1 January 2023
Promissory Note.
By accepting this Assignment, Assignee assumes all right and title of Assignor under the
January 2023 Promissory Note and agrees to indemnify Assignor against any loss, claim,
damage or expense Assignor may incur by reason of this Assignment.
Signed and delivered as of 10 July 2023.
FSDJSB 888 Trust
By~~~~~~~~~~~~~~
Oldfeld Limited, Trustee
Name: Stuart Hamon
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
'.
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
EXHIBIT A
1 JANUARY PROMISSORY NOTE
A-1
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
DocuSign Envelope ID: 3007B382-CDDD-4B5B-9807-98ED11 CEOCC3
PROMISSORY NOTE
us $4,828,238.00 1 January 2023
FOR VALUE RECEIVED, Jan S. Wimpfheimer, an individual, (the "Maker"), hereby
promises to pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor
holder (the "Holder"), the principal sum of four million eight hundred twenty-eight thousand two
hundred thirty-eight United States Dollars (the "Principal Sum"), or so much of the Principal Sum
as is outstanding from time to time.
The Principal Sum due hereunder shall be due and payable upon the first occurrence of the
following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the
Memorandum and Articles of association of Holder, or (ii) on the third (3rd) anniversary of the date
of issuance of this Note.
The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and
expenses of collection of this Promissory Note (this "Note"), including, but not limited to, reasonable
attorneys' fees and expenses, plus statutory interest on all such costs and expenses.
The Maker shall have the right to prepay the whole or any part of the unpaid balance of the
Principal Sum at any time, and from time to time, without penalty or premium. Unless the Holder
hereof shall designate a different order of application, which the Holder hereof may do in its sole
discretion, all payments made under this Note shall be applied first to costs of collection, and the
remainder, if any, to the outstanding balance of the Principal Sum.
This Note and the rights associated herewith may be transferred by the Holder, on written
notice to the Maker, for re issuance at any time prior to its maturity. The Holder shall cause as may
be required, the registration of transfer of this Note to be prepared. The registration book shall be
kept by the Holder at such address as the Holder determines, which address shall be provided to
Maker and serve as the address for the receipt of notices to the Holder. The registration book sh al I
set forth the name and address of each owner of this Note, the principal amount of the Note owned
by such owner and the date of transfer of the Note.
No failure or delay by the Holder hereof to insist upon the strict performance of any provision
of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shal I
constitute a waiver of any such provision or of any such defau It or preclude the Holder hereof from
exercising any such right, power or remedy at any later time or times.
No modification, change, waiver, or amendment of this Note shall be effective unless in writing
and signed by the Holder hereof. The governing law of this Note shall be the law of the Cayman
Islands.
In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties
agree they shall provide each other a summary of arguments supporting their position; then the dispute
shall be submitted to binding arbitration in the following jurisdiction: Cayman Islands. The Arbitration
tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed
by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American
Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence
presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence
- I -
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
DocuSign Envelope lD: 30D78382-CDDD-4858-98D7-98ED1 1CEoCC3
of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications
by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if
any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e-
discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates,
employees, agents, and or representatives.
This Note shall be binding upon the Maker and the Maker's successors and assigns
IN WITNESS WHEREOF, this Note has been executed as of the day and year first above
written
MAKER:
Jan S. Wimpfheimer
by:
, in his personal capacity
a
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NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
EXHIBIT "4"
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
ASSIGNMENT
1 JANUARY 2023 PROMISSORY NOTE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, FSDJSB 888 Trust (hereinafter the "Trust") hereby assigns to East Hudson
Capital, LLC (hereinafter the "Assignee"), whose business and mailing address is 27-01 Queens
PlazaN. Suite 802, Long Island City, NY 1ll0l, all of Assignor's right, title and interest in and
to the I January 2023 Promissory Note in the principal sum of $4,828,238.00 USD, executed by
and between Simche Daniel Fulda, as Maker, and FSBSJD 777 Trust as Payee, and duly
transferred to tlie Trust on or about 4 FebrLrary,2023, including but not lirnited to any right
Assignor might otherwise have or in the future acquire.
Assignor represents and warrants to Assignee that: (l) Exhibit A attached to this
Assignment is a true and complete copy of the I January 2023 Promissory Note, (2) the I
January 2023 Prornissory Note is in full force and effect and l'ras not been modified in any way,
(3) Assignor's interest in the I January 2023 Promissory Note is free and clear of any prior
assignment and of any lien or security interest, (4) Assignor has good right and lawfirl aLrthority
to execute and deliver this Assignment and to assign to Assignee all of Assignor's interest and
rights in tlre I January Promissory 2023 Promissory Note, and (5) the Borrower is cr,rrrently in
defar"rlt with respect to the performance of such party's obligations under the I January 2023
Promissory Note.
By accepting this Assignrllent, Assignee assumes all right and title of Assignor under the
I January 2023 Promissory Note and agrees to indernnify Assignor against any loss, claim,
damage or expense Assignor may incur by reason of this Assignment.
Signed and delivered as of l0 luly 2023,
FSDJSB 888 Trust
B
Oldfeld Lirnited, Trustee
Name: Stuart Hamon
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
EXHIBIT A
1 JANUARY PROMISSORY NOTE
A-l
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
DocuSign Envelope lD: AFFB5FCE-ADA0-4099-A505-85E0874048E7
PROMISSORY NOTE
us $4,828,238.00 I January 2023
FOR VALUE RECEIVED, Simche Fulda, an individual, (the "Maker"), hereby promises to
pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor holder (tlie
"Holder"), the principal sum of for-rr million eight hundred twenty-eight thousand two hr"rndred
thirty-eight United States Dollars (the "Principal Sum"), or so much of the Principal Sum as is
outstanding from tirne to time.
The Principal Sum due hereunder shall be due and payable upon the first occurrence of the
following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the
Memorandum and Articles of association of Holder, or (ii) on the third (3'd) anniversary of the date
of issuance of this Note.
The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and
expenses of collection of this Promissory Note (this 'Note"), including, but rTot limited to, reasonable
attorneys' fees and expenses, plus statutory interest on all such costs and expenses.
The Maker shall have the right to prepay the whole or any part of the unpaid balance o{'the
Principal Sum at any time, and frorn time to time, without penalty or premium. Unless the Holder
hereof shall designate a different order of application, which the Holder hereof may do in its sole
discretion, all payments made under this Note shall be applied first to costs of collection, and the
remainder, if any, to the outstanding balance of the Principal Sum.
This Note and the rights associated herewith rnay be transferred by the Holder, on written
notice to the Maker, for reissuance at any time prior to its maturity. The Holder shallcause as may
be required, the registration of transfer of this Note to be prepared. The registration book shall be
kept by the Holder at such address as the Holder determines, which address shall be provided to
Maker and serve as the address for the receipt of notices to the Holder. The registration book shall
set forth the name and address of each owner of this Note, the principal amount of the Note owned
by such owner and the date of transfer of the Note.
No failure or delay by the Holder hereof to insist upon the strict performance of any provision
of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shall
constitute a waiver of any such provision or of any such default or preclude the Holder hereof from
exercising any such right, power or remedy at any later time or times.
No modification, change, waiver, or amendment of this Note shall be effective unless in writing
and signed by the Holder hereof. The governing law of this Note shall be the law of the Caymarr
Islands.
In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties
agree they shall provide each other a summary of arguments supporting their position; then the dispLrte
shall be submitted to binding arbitration in the following jurisdiction: Cayman [slands. The Arbitration
tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed
by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American
Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence
presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence
-1-
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
DocuSign Envelope lD: AFFB5FCE-ADA0-4099-A505-85E0874048E7
of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications
by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if
any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e-
discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates,
employees, agents, and or representatives.
This Note shall be binding upon the Maker and the Maker's successors and assigns
IN WITNESS WHEREOF, this Note has been executed as of the day and year first above
written
MAKER
Simche Fulda
by:
in his personal capacity
-2-
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
EXHIBIT "5"
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023
Miami | Fort Lauderdale | Palm Beach | Tampa Juan C. Zorrilla
305.789.9262 direct
305.728.7562 f ax
jzorrilla@f owler-white.com
July 24, 2023
Via Email and Federal Express Via Email
Jan Wimpfheimer Evan Newman, Esq.
58 Denton Greens Lane Jacobowitz Newman Tversky LLP
St. H
Preview
FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT “1” FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 Miami | Fort Lauderdale | Palm Beach | Tampa Juan C. Zorrilla 305.789.9262 direct 305.728.7562 f ax jzorrilla@f owler-white.com August 4, 2023 Via Email Nathan Cohen, Esq. 377 Pearsall Avenue, Suite C Cedarhurst New York 11516 Email: ncohen@jntllp.com Re: Response to letter titled "Call of Wimpfheimer and Fulda Promissory Notes" dated August 1, 2023 Dear Mr. Cohen: As you know, our Firm represents East Hudson Capital, LLC ("EHC"). We received your letter on behalf of Boardwalk 400 LLC ("Boardwalk"), Jan S. Wimpfheimer ("Mr. Wimpfheimer") and Simche Daniel Fulda ("Mr. Fulda") in response to EHC's calls of certain Promissory Notes in the principal amount of $4,828,238.00. Please consider this EHC's response. I will begin this response by addressing and correcting certain inaccuracies in your letter. To begin, please note that Mr. Wimpfheimer and Mr. Fulda sold their interest in EHC to irrevocable trusts, which they established. Mr. Wimpfheimer and Mr. Fulda are neither members nor managers of EHC. Second, the Promissory Notes were not placed in escrow—and were not the subject of any escrow agreement—with Logistec Consulting, Inc., LLC ("Logistec"). Rather, Mr. Wimpfheimer and Mr. Fulda established an escrow with an independent escrow agent and deposited certain executed documents with the escrow agent in furtherance of the contemplated business restructuring. Thereafter, Mr. Wimpfheimer and Mr. Fulda instructed the escrow agent and the trustees to proceed with the business restructuring. In fact, Mr. Wimpfheimer and Mr. Fulda executed and provided powers of attorney to facilitate their clear instructions to proceed with the restructuring. Long after they gave their instructions to proceed with the restructuring, Mr. Wimpfheimer and Mr. Fulda attempted to renegotiate the terms of the restructure. When this renegotiation attempt was unsuccessful, Mr. Wimpfheimer and Mr. Fulda resorted to threats that ultimately lead to litigation. As of now, any attempt by Mr. Wimpfheimer and/or Mr. Fulda to undo or reverse their prior instruction to proceed with the business restructuring is no longer of any effect. More importantly, the central premise of your letter (i.e., that the Promissory Notes are not effective because the restructuring never occurred) is wrong. Brickell Arch | 1395 Brickell Avenue, 14th Floor | Miami, FL 33131 | www.fowler-white.com FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 August 4, 2023 Page 2 Specifically, you contend that the parties "never intended … the Promissory Notes [to] be released from escrow and be effective unless and until the restructuring was finalized." The restructuring was finalized as instructed by all participants—including clear instructions from Mr. Wimpfheimer and Mr. Fulda. The restructuring also was finalized in accordance with the authority Mr. Wimpfheimer and Mr. Fulda voluntarily granted in their powers of attorney. As a result, the escrow property (including the Promissory Notes) was ordered to be released pursuant to the terms of the escrow agreement. Additionally, your letter's contention that the authority to call (on behalf of EHC) the Promissory Note signed by Mr. Wimpfheimer somehow rests with "Mr. Wimpfheimer, who continues to serve as a Manager of EHC" is meritless for several reasons. Contrary to this contention and for self-evident reasons, Mr. Wimpfheimer does not have the power to unilaterally veto EHC's right to call the Promissory Note owed by Mr. Wimpfheimer. And in any event, neither Boardwalk nor its principals nor Mr. Wimpfheimer represent EHC in any capacity. As to your letter's claim that EHC's call of the Promissory Notes "reveals a concerning breach of trust by Logistec and its principals, including Mr. Benay," this contention also lacks merit for several reasons. To begin, Mr. Wimpfheimer and Mr. Fulda signed certain releases and an indemnification agreement relating to Logistec's services, which conclusively refute your clients' contention of "breaches of trust." Moreover, Logistec was engaged to assist Mr. Wimpfheimer and Mr. Fulda to establish irrevocable trusts through third-party professionals, and Logistec did so. Neither Logistec nor Mr. Benay are parties to any escrow agreements, trust deeds, or related restructuring documents. Logistec and Mr. Benay have never acted in any fiduciary role and never exercised any fiduciary authority in any manner whatsoever. In their advisory capacity, neither Logistec nor Mr. Benay have ever had authority to act on behalf of EHC. Also, Logistec and Mr. Benay never acted (in any capacity) or assumed any authority to act on behalf of Mr. Wimpfheimer, Mr. Fulda, or Boardwalk beyond the limited engagement to assist Mr. Wimpfheimer and Mr. Fulda with establishing irrevocable trusts. Finally, the Logistec engagement agreements signed by both Mr. Wimpfheimer and Mr. Fulda call for dispute resolution through binding arbitration, not unfounded accusation nor veiled threats. Because Mr. Wimpfheimer and Mr. Fulda have not paid the $4,828,238.00 that they each owe, EHC has initiated an arbitration proceeding in the Cayman Islands as provided for in the Promissory Notes. Enclosed please find a true copy of EHC's filed Demand for Arbitration (Case No. 01-23-0003-4666). Sincerely, Juan C. Zorrilla Fowler White Burnett P.A. FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 IN]-ERNATI ONAL CENTRE NOTICE OF ARBITRATION FOR DISPUTE RTSOLUTION " Mediation is a non-binding process. The mediator assists the parties in working out a solution thai is acceptable to them. lf you would like the ICDR to contact the other parties to determine whether they wish to mediate this matter, please check this box ! . There is no odditional administrotive fee f or this service. Date: August 1,2023 To: Name (of the party on which the request is to be served) Nationality SEE ATTAC]IIED, Address: SEEATTACHED City: State/Province: Country Postal Code Telephone: Facsimile Email Name of Representative: (if known) Name of Firm: (if applicable) N Address: 377 Pearsall Ave Suite C City Country: Postal Code State/Province: NY I Inited Stafeq Telephone: Facsimile Email: .e-lrerruan@nrtlp,garr Thenamedclaimant,apartytoanarbitrationagreementcontainedinawrittencontract,dated.lanuaryl,2C)23, providing for arbitration under the lnternational Dispute Resolution Procedures 91 Commercial Arbitration Rules and Mediation Procedures (AAA) 3 Procedures for Cases under the UNCITRAL Arbitration Rules ;_1 Other (please specify): 3 hereby demands arbitration. Nature of the Dispute: (attach additional sheets, if necessary) SEEATTACHED. The Claim or Reltef Sought: (the amount, if any) 5Eg 411AC1HED. Type of Business: Claimant Respondent: Claimant's Request Number of Arbitrators: Place of Arbitration: Language -lhree Cayman Islands En ish You are hereby notified that copies of our arbitration agreement and this Notice are being filed with the lnternational Centre for Dispute Resolution, with a request that it commence administration of the arbitration. Under the rules, you may file a Statement of Defense within the time specified in the rules after notice from the administrator. Name of Claimant: Nationality: Delaware limited liabil com Address: (to be used in connection with this case) 27 l0l Lle lts Plaza N rth rt 02 City: State/Province: Country: Postal Code: New York Urrited States 11101 Telephone: Email: Facsimile: J Zorrill a@fow I er-w h ite. com 305 7 2 Name of Representative: (if known) Name of Firm: (if applicable) te rnett PA Address: rh City: State/Province: Country: Postal Code: Miarni FL IJrrited States Telephone: Facsimi Email: (30s) 789-9200 Notice: To begin proceedi s, www.adr.org/fileonline. You will need to upload a copy of this Demand and the Arbitration Agreement, and pay the Signatu ay be signed Tiile Legal CoLrnsel Date: 0B-01 -2023 tf vo hove please contdct the lnternationol Centre for Dispute Resolution dt7 5 or +7.272.484.4787 or visit our website ot www,icdr.org, FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 ADDITIONAL PAGE RE: NOTICE OF.ARBITRATION Respondent #1 Jan Wimpfheimer 58 Denton Greens Lane St. Helensn United Kingdom wA 10 2QB ian@vav.vc Respondent #2 Simche Daniel Fulda Villa CC KJK6 Property No. 96, Plot 1902 Canal Cove Palm Jumeirah, Dubai United Arab Emirates sdf@qsf.caoital FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 DEMAND FOR ARBITRATION Claimant, East Hudson Capital, LLC, through its undersigned counsel, hereby makes its Demand for Arbitration upon Respondents, Jan Wimpfheimer ("Mr. Wimpfheimer") and Simche Daniel Fulda ("Mr. Fulda"), based upon the following facts: 1. On January 1, 2023, Mr. Wimpfheimer executed and delivered a promissory note in the principal amount of $4,828,238.00 to FSBSJD 777 Trust a Cayman Islands Trust. See Wimpfheimer Note (attached hereto as Exhibit "1"). 2. On January 1, 2023, Mr. Fulda executed and delivered a promissory note in the principal amount of $4,828,238.00 to FSBSJD 777 Trust a Cayman Islands Trust. See Fulda Promissory Note (attached hereto as Exhibit "2"). 3. The Wimpfheimer Note was assigned to East Hudson Capital, LLC by the Trustee. See Assignment of Wimpfheimer Note (attached hereto as Exhibit "3"). 4. The Fulda Note was assigned to East Hudson Capital, LLC by the Trustee. See Assignment of Fulda Note (attached hereto as Exhibit "4"). 5. The Wimpfheimer Note was called on July 24, 2023 demanding payment of the amount due thereunder of $4,828,238.00 by July 31, 2023. See July 24, 2023 Call of Wimpfheimer Note (attached hereto as Exhibit "5"). FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 6. The Fulda Note was called on July 24, 2023 demanding payment of the amount due thereunder of $4,828,238.00 by July 31, 2023. See July 24, 2023 Call of Fulda Note (attached hereto as Exhibit "6"). 7. Mr. Wimpfheimer did not pay the Wimpfheimer Note by July 31, 2023 and, as a result of his default in payment, is indebted East Hudson Capital, LLC in the principal amount of $4,828,238.00 plus pre-judgment interest accruing thereafter until the amount of the debt is paid in full. 8. Mr. Fulda did not pay the Fulda Note by July 31, 2023 and, as a result of his default in payment, is indebted to East Hudson Capital, LLC in the principal amount of $4,828,238.00 plus pre-judgment interest accruing thereafter until the amount of the debt is paid in full. For the foregoing reasons, Claimant, East Hudson Capital, LLC requests the Arbitration Panel to provide the following relief: a. Award East Hudson Capital, LLC, the principal amount of $4,828,238.00 against Respondent, Jan S. Wimpfheimer, pre- judgment interest on this amount from August 1, 2023, until the debt is fully paid, its reasonable attorney's fees and costs as well as the costs of these arbitration proceedings; b. Award East Hudson Capital, LLC the principal amount of $4,828,238.00 against Respondent, Simche Daniel Fulda, pre- FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 judgment interest on this amount from August 1, 2023, until the debt is fully paid, its reasonable attorney's fees and costs as well as the costs of these arbitration proceedings. FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT "1" FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 DocuSign Envelope ID: 30D7B382-CDDD-4B5B-98D7-98ED11CE0CC3 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 PROMISSORY NOTE US $4,828,238.00 1 January 2023 FOR VALUE RECEIVED, Jan S. Wimpfheimer, an individual, (the “Maker”), hereby promises to pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor holder (the “Holder”), the principal sum of four million eight hundred twenty-eight thousand two hundred thirty-eight United States Dollars (the “Principal Sum”), or so much of the Principal Sum as is outstanding from time to time. The Principal Sum due hereunder shall be due and payable upon the first occurrence of the following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the Memorandum and Articles of association of Holder, or (ii) on the third (3rd) anniversary of the date of issuance of this Note. The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and expenses of collection of this Promissory Note (this “Note”), including, but not limited to, reasonable attorneys’ fees and expenses, plus statutory interest on all such costs and expenses. The Maker shall have the right to prepay the whole or any part of the unpaid balance of the Principal Sum at any time, and from time to time, without penalty or premium. Unless the Holder hereof shall designate a different order of application, which the Holder hereof may do in its sole discretion, all payments made under this Note shall be applied first to costs of collection, and the remainder, if any, to the outstanding balance of the Principal Sum. This Note and the rights associated herewith may be transferred by the Holder, on written notice to the Maker, for reissuance at any time prior to its maturity. The Holder shall cause as may be required, the registration of transfer of this Note to be prepared. The registration book shall be kept by the Holder at such address as the Holder determines, which address shall be provided to Maker and serve as the address for the receipt of notices to the Holder. The registration book shall set forth the name and address of each owner of this Note, the principal amount of the Note owned by such owner and the date of transfer of the Note. No failure or delay by the Holder hereof to insist upon the strict performance of any provision of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shall constitute a waiver of any such provision or of any such default or preclude the Holder hereof from exercising any such right, power or remedy at any later time or times. No modification, change, waiver, or amendment of this Note shall be effective unless in writing and signed by the Holder hereof. The governing law of this Note shall be the law of the Cayman Islands. In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties agree they shall provide each other a summary of arguments supporting their position; then the dispute shall be submitted to binding arbitration in the following jurisdiction: Cayman Islands. The Arbitration tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence -1- FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 DocuSign Envelope ID: 30D7B382-CDDD-4B5B-98D7-98ED11CE0CC3 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e- discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates, employees, agents, and or representatives. This Note shall be binding upon the Maker and the Maker’s successors and assigns. IN WITNESS WHEREOF, this Note has been executed as of the day and year first above written. MAKER: Jan S. Wimpfheimer _______________________ Jan S. Wimpfheimer, in his personal capacity -2- FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT "2" FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 DocuSign Envelope ID: AFFB5FCE-ADA0-4099-A505-B5E0874048E7 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 PROMISSORY NOTE US $4,828,238.00 1 January 2023 FOR VALUE RECEIVED, Simche Fulda, an individual, (the “Maker”), hereby promises to pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor holder (the “Holder”), the principal sum of four million eight hundred twenty-eight thousand two hundred thirty-eight United States Dollars (the “Principal Sum”), or so much of the Principal Sum as is outstanding from time to time. The Principal Sum due hereunder shall be due and payable upon the first occurrence of the following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the Memorandum and Articles of association of Holder, or (ii) on the third (3rd) anniversary of the date of issuance of this Note. The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and expenses of collection of this Promissory Note (this “Note”), including, but not limited to, reasonable attorneys’ fees and expenses, plus statutory interest on all such costs and expenses. The Maker shall have the right to prepay the whole or any part of the unpaid balance of the Principal Sum at any time, and from time to time, without penalty or premium. Unless the Holder hereof shall designate a different order of application, which the Holder hereof may do in its sole discretion, all payments made under this Note shall be applied first to costs of collection, and the remainder, if any, to the outstanding balance of the Principal Sum. This Note and the rights associated herewith may be transferred by the Holder, on written notice to the Maker, for reissuance at any time prior to its maturity. The Holder shall cause as may be required, the registration of transfer of this Note to be prepared. The registration book shall be kept by the Holder at such address as the Holder determines, which address shall be provided to Maker and serve as the address for the receipt of notices to the Holder. The registration book shall set forth the name and address of each owner of this Note, the principal amount of the Note owned by such owner and the date of transfer of the Note. No failure or delay by the Holder hereof to insist upon the strict performance of any provision of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shall constitute a waiver of any such provision or of any such default or preclude the Holder hereof from exercising any such right, power or remedy at any later time or times. No modification, change, waiver, or amendment of this Note shall be effective unless in writing and signed by the Holder hereof. The governing law of this Note shall be the law of the Cayman Islands. In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties agree they shall provide each other a summary of arguments supporting their position; then the dispute shall be submitted to binding arbitration in the following jurisdiction: Cayman Islands. The Arbitration tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence -1- FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 DocuSign Envelope ID: AFFB5FCE-ADA0-4099-A505-B5E0874048E7 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e- discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates, employees, agents, and or representatives. This Note shall be binding upon the Maker and the Maker’s successors and assigns. IN WITNESS WHEREOF, this Note has been executed as of the day and year first above written. MAKER: Simche Fulda _______________________ Simche Fulda, in his personal capacity -2- FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT "3" FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 ASSIGNMENT OF 1 JANUARY 2023 PROMISSORY NOTE FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, FSDJSB 888 Trust (hereinafter the "Trust") hereby assigns to East Hudson Capital, LLC (hereinafter the "Assignee"), whose business and mailing address is 27-01 Queens Plaza N. Suite 802, Long Island City, NY 11101, all of Assignor's right, title and interest in and to the 1 January 2023 Promissory Note in the principal sum of $4,828,238.00 USO, executed by and between Jan S. Wimptheimer, as Maker, and FSBSJD 777 Trust as Payee, and duly transferred to the Trust on or about 4 February, 2023, including but not limited to any right Assignor might otherwise have or in the future acquire. Assignor represents and warrants to Assignee that: (l) Exhibit A attached to this Assignment is a true and complete copy of the 1 January 2023 Promissory Note, (2) the I January 2023 Promissory Note is in full force and effect and has not been modified in any way, (3) Assignor's interest in the 1 January 2023 Promissory Note is free and clear of any prior assignment and of any lien or security interest, (4) Assignor has good right and lawful authority to execute and deliver this Assignment and to assign to Assignee all of Assignor's interest and rights in the 1 January Promissory 2023 Promissory Note, and (5) the Borrower is currently in default with respect to the performance of such party's obligations under the 1 January 2023 Promissory Note. By accepting this Assignment, Assignee assumes all right and title of Assignor under the January 2023 Promissory Note and agrees to indemnify Assignor against any loss, claim, damage or expense Assignor may incur by reason of this Assignment. Signed and delivered as of 10 July 2023. FSDJSB 888 Trust By~~~~~~~~~~~~~~ Oldfeld Limited, Trustee Name: Stuart Hamon FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 '. NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT A 1 JANUARY PROMISSORY NOTE A-1 FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 DocuSign Envelope ID: 3007B382-CDDD-4B5B-9807-98ED11 CEOCC3 PROMISSORY NOTE us $4,828,238.00 1 January 2023 FOR VALUE RECEIVED, Jan S. Wimpfheimer, an individual, (the "Maker"), hereby promises to pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor holder (the "Holder"), the principal sum of four million eight hundred twenty-eight thousand two hundred thirty-eight United States Dollars (the "Principal Sum"), or so much of the Principal Sum as is outstanding from time to time. The Principal Sum due hereunder shall be due and payable upon the first occurrence of the following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the Memorandum and Articles of association of Holder, or (ii) on the third (3rd) anniversary of the date of issuance of this Note. The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and expenses of collection of this Promissory Note (this "Note"), including, but not limited to, reasonable attorneys' fees and expenses, plus statutory interest on all such costs and expenses. The Maker shall have the right to prepay the whole or any part of the unpaid balance of the Principal Sum at any time, and from time to time, without penalty or premium. Unless the Holder hereof shall designate a different order of application, which the Holder hereof may do in its sole discretion, all payments made under this Note shall be applied first to costs of collection, and the remainder, if any, to the outstanding balance of the Principal Sum. This Note and the rights associated herewith may be transferred by the Holder, on written notice to the Maker, for re issuance at any time prior to its maturity. The Holder shall cause as may be required, the registration of transfer of this Note to be prepared. The registration book shall be kept by the Holder at such address as the Holder determines, which address shall be provided to Maker and serve as the address for the receipt of notices to the Holder. The registration book sh al I set forth the name and address of each owner of this Note, the principal amount of the Note owned by such owner and the date of transfer of the Note. No failure or delay by the Holder hereof to insist upon the strict performance of any provision of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shal I constitute a waiver of any such provision or of any such defau It or preclude the Holder hereof from exercising any such right, power or remedy at any later time or times. No modification, change, waiver, or amendment of this Note shall be effective unless in writing and signed by the Holder hereof. The governing law of this Note shall be the law of the Cayman Islands. In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties agree they shall provide each other a summary of arguments supporting their position; then the dispute shall be submitted to binding arbitration in the following jurisdiction: Cayman Islands. The Arbitration tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence - I - FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 DocuSign Envelope lD: 30D78382-CDDD-4858-98D7-98ED1 1CEoCC3 of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e- discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates, employees, agents, and or representatives. This Note shall be binding upon the Maker and the Maker's successors and assigns IN WITNESS WHEREOF, this Note has been executed as of the day and year first above written MAKER: Jan S. Wimpfheimer by: , in his personal capacity a FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT "4" FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 ASSIGNMENT 1 JANUARY 2023 PROMISSORY NOTE FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, FSDJSB 888 Trust (hereinafter the "Trust") hereby assigns to East Hudson Capital, LLC (hereinafter the "Assignee"), whose business and mailing address is 27-01 Queens PlazaN. Suite 802, Long Island City, NY 1ll0l, all of Assignor's right, title and interest in and to the I January 2023 Promissory Note in the principal sum of $4,828,238.00 USD, executed by and between Simche Daniel Fulda, as Maker, and FSBSJD 777 Trust as Payee, and duly transferred to tlie Trust on or about 4 FebrLrary,2023, including but not lirnited to any right Assignor might otherwise have or in the future acquire. Assignor represents and warrants to Assignee that: (l) Exhibit A attached to this Assignment is a true and complete copy of the I January 2023 Promissory Note, (2) the I January 2023 Prornissory Note is in full force and effect and l'ras not been modified in any way, (3) Assignor's interest in the I January 2023 Promissory Note is free and clear of any prior assignment and of any lien or security interest, (4) Assignor has good right and lawfirl aLrthority to execute and deliver this Assignment and to assign to Assignee all of Assignor's interest and rights in tlre I January Promissory 2023 Promissory Note, and (5) the Borrower is cr,rrrently in defar"rlt with respect to the performance of such party's obligations under the I January 2023 Promissory Note. By accepting this Assignrllent, Assignee assumes all right and title of Assignor under the I January 2023 Promissory Note and agrees to indernnify Assignor against any loss, claim, damage or expense Assignor may incur by reason of this Assignment. Signed and delivered as of l0 luly 2023, FSDJSB 888 Trust B Oldfeld Lirnited, Trustee Name: Stuart Hamon FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT A 1 JANUARY PROMISSORY NOTE A-l FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 DocuSign Envelope lD: AFFB5FCE-ADA0-4099-A505-85E0874048E7 PROMISSORY NOTE us $4,828,238.00 I January 2023 FOR VALUE RECEIVED, Simche Fulda, an individual, (the "Maker"), hereby promises to pay to the order of the FSBSJD 777 Trust a Cayman Islands Trust, or its successor holder (tlie "Holder"), the principal sum of for-rr million eight hundred twenty-eight thousand two hr"rndred thirty-eight United States Dollars (the "Principal Sum"), or so much of the Principal Sum as is outstanding from tirne to time. The Principal Sum due hereunder shall be due and payable upon the first occurrence of the following: (i) upon any call of this Note by Holder, as permitted pursuant to the terms of the Memorandum and Articles of association of Holder, or (ii) on the third (3'd) anniversary of the date of issuance of this Note. The Maker promises to pay to the order of the Holder, upon demand, all reasonable costs and expenses of collection of this Promissory Note (this 'Note"), including, but rTot limited to, reasonable attorneys' fees and expenses, plus statutory interest on all such costs and expenses. The Maker shall have the right to prepay the whole or any part of the unpaid balance o{'the Principal Sum at any time, and frorn time to time, without penalty or premium. Unless the Holder hereof shall designate a different order of application, which the Holder hereof may do in its sole discretion, all payments made under this Note shall be applied first to costs of collection, and the remainder, if any, to the outstanding balance of the Principal Sum. This Note and the rights associated herewith rnay be transferred by the Holder, on written notice to the Maker, for reissuance at any time prior to its maturity. The Holder shallcause as may be required, the registration of transfer of this Note to be prepared. The registration book shall be kept by the Holder at such address as the Holder determines, which address shall be provided to Maker and serve as the address for the receipt of notices to the Holder. The registration book shall set forth the name and address of each owner of this Note, the principal amount of the Note owned by such owner and the date of transfer of the Note. No failure or delay by the Holder hereof to insist upon the strict performance of any provision of this Note or to exercise any right, power, or remedy consequent upon a default hereunder, shall constitute a waiver of any such provision or of any such default or preclude the Holder hereof from exercising any such right, power or remedy at any later time or times. No modification, change, waiver, or amendment of this Note shall be effective unless in writing and signed by the Holder hereof. The governing law of this Note shall be the law of the Caymarr Islands. In the event of any dispute hereunder as notified in writing by one Party to the other, the Parties agree they shall provide each other a summary of arguments supporting their position; then the dispLrte shall be submitted to binding arbitration in the following jurisdiction: Cayman [slands. The Arbitration tribunal shall be comprised of three Arbitrators, one appointed by each Party and the third appointed by the prior two Arbitrators. The Arbitration tribunal shall be governed by the rules of the American Arbitration Association. English shall be the language of the Arbitration proceedings. Evidence presented in Arbitration shall be limited in its entirety to that contained in this Note and (i) evidence -1- FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 DocuSign Envelope lD: AFFB5FCE-ADA0-4099-A505-85E0874048E7 of breach, (ii) proofs of payments made or received hereunder, and (iii) any written communications by and between the Parties demonstrating any extension, forbearance, late payment, or satisfaction, if any. The Parties shall not seek discovery through request for production, interrogatory, admissions, e- discovery (emails, text or otherwise) or deposition of the Parties or any of their respective affiliates, employees, agents, and or representatives. This Note shall be binding upon the Maker and the Maker's successors and assigns IN WITNESS WHEREOF, this Note has been executed as of the day and year first above written MAKER Simche Fulda by: in his personal capacity -2- FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 EXHIBIT "5" FILED: QUEENS COUNTY CLERK 08/23/2023 10:49 AM INDEX NO. 717523/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 08/23/2023 Miami | Fort Lauderdale | Palm Beach | Tampa Juan C. Zorrilla 305.789.9262 direct 305.728.7562 f ax jzorrilla@f owler-white.com July 24, 2023 Via Email and Federal Express Via Email Jan Wimpfheimer Evan Newman, Esq. 58 Denton Greens Lane Jacobowitz Newman Tversky LLP St. H