FILED: NEW YORK COUNTY CLERK 04/07/2023 12:35 PM
`FILED: NEW YORK COUNTY CLERK 04/07/2023 12:35 PM
`NYSCEF DOC. NO. 9
`NYSCEF DOC. NO.
`9
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`INDEX NO. 651743/2023
`INDEX NO. 651743/2023
`RECEIVED NYSCEF: 04/07/2023
`RECEIVED NYSCEF: 04/07/2023
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`EXHIBIT B
`EXHIBIT B
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`

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`FILED: NEW YORK COUNTY CLERK 04/07/2023 12:35 PM
`NYSCEF DOC. NO. 9
`
`INDEX NO. 651743/2023
`
`RECEIVED NYSCEF: 04/07/2023
`
`Robert Cohen
`pt@castlerockpartners.com
`December 2, 2019 Promissory Note -- Notice of Default and Demand for Payment
`Monday, November 14, 2022 4:23:03 PM
`Dermand letter to P. Tanico.pdf
`
`From:
`To:
`Subject:
`Date:
`Attachments:
`
`Mr. Tanico,
`
` I
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` represent Craig Steinberg. Please see the attached correspondence.
`
`
`Regards,
`
`Rob Cohen
`
`Rob Cohen
`Taylor & Cohen LLP
`305 Broadway, 7th Floor | New York, NY 10007
`(212) 257-1901
`rcohen@taylorcohenllp.com | www.taylorcohenllp.com
`
`
`This email may contain material that is confidential, privileged and/or attorney work product for the sole use
`of the intended recipient. Unauthorized use, disclosure or copying of this communication or any part of it is
`strictly prohibited and may be unlawful If you are not the intended recipient, please contact the sender and
`delete all copies including any attachments.
`
`
`
`

`

`TAYLOR & COHEN LLP
`
`
`
`
`By email
`Paul Tanico
`pt@castlerockpartners.com
`
`
`November 14, 2022
`
`FILED: NEW YORK COUNTY CLERK 04/07/2023 12:35 PM
`NYSCEF DOC. NO. 9
`
`INDEX NO. 651743/2023
`
`RECEIVED NYSCEF: 04/07/2023
`
`305 Broadway, 7th Floor
`New York, NY 10007
`Tel (212) 257-1900
`Fax (646) 808-0966
`www.taylorcohenllp.com
`
`Re: Promissory Note and Pledge Agreement – Notice of Default and
`Demand for Payment
`
`
`Mr. Tanico:
`
`I represent Craig Steinberg. I write concerning the Promissory Note and
`
`Pledge Agreement, dated December 2, 2019 between yourself and Mr. Steinberg
`(the “Note”). A copy of the Note is attached.
`
`
`As you know, the Note is payable on demand. Mr. Steinberg has requested
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`payment numerous times. To date, you have not made any payments on the Note,
`and you are in default. This letter is yet another demand for payment.
`
`As of November 11, 2022, the outstanding principal of the Note together with
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`accrued interest totals $1,287,408.59. This amount does not include the margin fee,
`which is also due to Mr. Steinberg under the Note. Mr. Steinberg reserves his right
`to file a lawsuit against you for payment as well as the attorney’s fees and costs he
`incurs in the collection efforts.
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`Additionally, I have questions about the status of the collateral specified in
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`the Note. Please provide me with following information concerning your
`membership units in Devil’s Peak:
`
`
`1.
`2.
`3.
`
`Number of your membership units as of December 2, 2019.
`Current number of your membership units.
`The date(s) of any dispositions, sales, transfers, conveyances, or
`obligations of any of your membership units, as well as the name of
`any counterparty and the nature of the transaction.
`I look forward to your prompt response.
`
`Regards,
`
`Rob Cohen
`Attachment (1)
`
`
`
`

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`FILED: NEW YORK COUNTY CLERK 04/07/2023 12:35 PM
`NYSCEF DOC. NO. 9
`
`INDEX NO. 651743/2023
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`RECEIVED NYSCEF: 04/07/2023
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`PROMISSORY NOTE AND PLEDGE AGREEMENT
`
`December 2, 2019
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`
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`$1,250,000.00
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`
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`PAUL TANICO, an individual residing at 40 East 66th Street, New York, NY 10065
`(“Tanico”), for value received, promises and agrees to pay to the order of CRAIG STEINBERG,
`an individual with an address at 3 Charmers Landing, Westport, CT 06880, or his designated
`affiliate assignee (hereinafter called “Payee”), the sum of ONE MILLION TWO HUNDRED
`AND FIFTY THOUSAND AND NO/100 DOLLARS ($1,250,000.00) (“Principal”), together
`with (i) interest thereon at one 1% commencing on December 2, 2019, compounded on the first
`of each calendar month, on any unpaid balance. Interest on this Note will be computed on the
`basis of a 360-day year of twelve 30 day months, (ii) amounts to cover Payee’s margin fee of the
`Principal, and (iii) wire fees up to an amount of $500.
`
`
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`The undersigned reserves the right to pre-pay this Note in whole or in part without
`penalty. Amounts borrowed hereunder and repaid may not be reborrowed. This Note has no
`effect on any other instrument that may remain outstanding by Tanico to Payee.
`
`
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`Tanico, as an individual, hereby pledges and grants to the Payee, for the benefit of the
`Payee, as collateral security for the performance when due by Tanico of his obligations
`hereunder, a security interest in all of the right, title and interest of Tanico’s ownership of
`membership units of Devil’s Peak (“Interest”), which Tanico acknowledges and agrees that he
`currently holds. In addition, Tanico personally guarantees the interest and principal on the loan.
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`
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`Upon the default of this Note/Pledge Agreement by Tanico, the Interest shall be deemed
`released and transferred to the Payee, free and clear of any lien, pledge or security interest or
`other interest created hereby. The execution and delivery of this Note/Pledge Agreement, shall
`be deemed sufficient transfer of the Interest to the Payee in any such Transfer Event. Tanico
`shall retain any and all voting rights of the Interest, if and until the transfer pursuant to a Transfer
`Event. Tanico promises and agrees that he will execute and deliver any additional documents
`and instruments and perform any additional acts that may be necessary or appropriate to
`effectuate and perform its obligations under this Note and any transactions contemplated hereby.
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`
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`This note shall be fully payable on demand.
`
`
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`In the event of any default, the principal of this Note then outstanding, together with
`accrued interest thereon and all fees and other obligations of Tanico accrued hereunder, shall
`automatically become immediately due and payable, without presentment, demand, protest,
`notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which
`are hereby expressly waived by Tanico. Further, in the event of default, the undersigned
`expressly agrees to pay all reasonable attorney fees and costs of collection to the extent permitted
`by law. This note shall take effect as a sealed instrument and be enforced in accordance with the
`laws of the State of New York.
`
`

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`FILED: NEW YORK COUNTY CLERK 04/07/2023 12:35 PM
`NYSCEF DOC. NO. 9
`
`INDEX NO. 651743/2023
`
`RECEIVED NYSCEF: 04/07/2023
`
`Craig Steinberg – Promissory Note and Pledge Agreement
`
`December 2, 2019
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`
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`The terms and provisions hereof shall be binding upon Tanico and his successors and
`permitted assigns and shall inure to the benefit of Payee and its successors and assigns. Tanico
`may not assign its rights or obligations hereunder without the prior written consent of Payee.
`Payee may assign to one or more assignees this Note or all or a portion of its rights and
`obligations under this Note without the consent of Tanico.
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`
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`Executed as of the date first above written.
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`Paul P. Tanico, an individual
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