`NYSCEF DOC. NO. 50
`
`INDEX NO. 654994/2022
`
`RECEIVED NYSCEF: 04/14/2023
`
`
`
`Index No. 654994/2022
`
`Motion Seq. 2 and 3
`
`
`SUPREME COURT OF THE STATE OF NEW YORK
`
`COUNTY OF NEW YORK
`
`
`
`ARENA VANTAGE SPV, LLC, individually and
`derivatively on behalf of Vantage, Inc.,
`
`
`Plaintiff,
`
`
`- against –
`
`
`COVENTURE - VANTAGE CREDIT OPPORTUNITIES
`GP, COVENTURE - VANTAGE CREDIT
`OPPORTUNITIES FUND, LP, CROSSBEAM - ACQUCO
`EQUITY SPV LLC, CROSSBEAM VENTURE
`PARTNERS, VANTAGE TERM LOAN LLC, VANTAGE
`TERM LOAN II, LLC, VANTAGE BORROWER SPV I
`LLC, VANTAGE, INC., RAUNAK NIRMAL, BRIAN
`HARWITT, ELIZABETH OSTRANDER, ALI HAMED,
`WILEY ZHANG, RYAN MORGAN, MANPREET SINGH,
`and SAVNEET SINGH,
`
`
`Defendants.
`
`
`
`
`
`
`JOSHUA A. BERMAN, an attorney duly licensed to practice before the Courts of the State
`
`of New York, hereby affirms the following to be true under the penalties of perjury pursuant to
`
`CPLR 2106:
`
`1.
`
`I am a partner at Paul Hastings LLP, counsel for Plaintiff Arena Vantage SPV,
`
`LLC (“Arena”).
`
`2.
`
`I submit this affirmation in further support of Arena’s Omnibus Opposition to the
`
`Defendants’ Motions to Dismiss the First Amended Complaint.
`
`3.
`
`Attached hereto as Exhibit 1 is a true and correct copy of an excerpt from the
`
`“Covenants” tab of the Acquco Lender Report for February 2023.
`
`1 of 2
`
`
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`FILED: NEW YORK COUNTY CLERK 04/14/2023 10:24 PM
`NYSCEF DOC. NO. 50
`
`INDEX NO. 654994/2022
`
`RECEIVED NYSCEF: 04/14/2023
`
`4.
`
`Attached hereto as Exhibit 2 is a true and correct copy a Common Stock Warrant
`
`issued by Vantage Inc., dated February 5, 2021.
`
`5.
`
`Attached hereto as Exhibit 3 is a true and correct copy of a Letter Agreement,
`
`dated October 29, 2021, by and between Arena Vantage SPV, LLC and CoVenture – Vantage
`
`Credit Opportunities Fund, LP, and acknowledged by Vantage Inc.
`
`WHEREFORE, I respectfully request that the Court deny the CoVenture Defendants’
`
`Motion to Dismiss the First Amended Complaint (Dkt. 13-18) (Mot. Seq. No. 2); and the Motion
`
`to Dismiss of Defendants Vantage Entities, Crossbeam Entities, and Vantage Directors (Dkt. 23-
`
`30) (Mot. Seq. No. 3).
`
`
`
`Dated: New York, New York
`April 14, 2023
`
`
`
`
`
`
`
`
`
`
`
`/s/ Joshua Berman
`Joshua Berman
`
`
`
`
`
`2
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`2 of 2
`
`
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