On October 27, 2023 a
Exhibit,Appendix
was filed
involving a dispute between
Alexandra Engel,
Eia Datacom, Inc.,
Eia Electric, Inc.,
Eia Inc.,
Electronic Interface Associates, Inc.,
George Engel,
George Engel Lic, Llc,
Matthew Orent,
Yolanda V. Del Prado,
and
Jeffrey Rosenthal,
Mandelbaum Barrett Pc,
Richard Simon,
William Barrett,
for Commercial - Other - Commercial Division (Legal Malpractice)
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024
EXHIBIT “C”
FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024
BARRY R. MANDELBAUM PAUL S. WERTHER - OF COUNSEL - FELLOW OF THE AMERICAN ACADEMY
WILLIAM S. BARRETT3 ARLA D. CAHILL5 HON. MICHAEL K. DIAMOND (RET.) OF MATRIMONIAL LAWYERS
LYNNE STROBER JOEL G. MacMULL8 HON. PAUL J. VICHNESS (RET.) FELLOW OF THE AMERICAN COLLEGE
OWEN T. HUGHES VINCENT J. McGILL8 ALAN L. GLAZNER3 OF COMMERCIAL FINANCE LAWYERS 3 Becker Farm Road
ARTHUR D. GROSSMAN LISA FACTOR FOX3 VINCENT J. NUZZI3 + DESIGNATED BY THE SUPREME COURT
DEBORAH L. GREENE GARY S. YOUNG3 JAMES L. ESPOSITO OF NEW JERSEY AS A CERTIFIED Suite 105
MICHAEL A. SAFFER3 STEVEN W. TEPPLER11 DEVANSHU L. MODI CIVIL TRIAL ATTORNEY
CERTIFIED BY THE SUPREME COURT
Roseland, New Jersey 07068
STEVEN A. HOLT5 ANDREW R. BRONSNICK14+ LAURIE J. WOOG
DENNIS J. ALESSI3 JEFFREY W. CAPPOLA JAMES T. ELLIOTT3 OF NEW JERSEY AS A CERTIFIED www.lawfirm.ms
MATRIMONIAL LAW ATTORNEY
JOSEPH J. PETERS J. RUSSELL BULKELEY12 WILLIAM M. FETKY
CERTIFICATE; HEALTHCARE LAW
t. 973.736.4600
CRAIG W. ALEXANDER3 BRUCE FEFFER8 LAWRENCE B. GOODWIN
MARTIN D. HAUPTMAN JORDAN S. SOLOMON3 DAVID FLAXMAN10
COMPLIANCE f. 973.325.7467
COURT APPOINTED MEDIATOR
STUART GOLD3 VINCENT J. ROLDAN3 RICHARD M. MILLER3 REGISTERED U.S. PATENT ATTORNEY
CHERYL H. BURSTEIN4 RICHARD B. ROBINS JONATHAN M. PETTY
ROBIN F. LEWIS3 JOHN J. RIVAS16
RICHARD I. SIMON3 - SENIOR COUNSEL - JENNIFER B. CONA8 1 MEMBER OF NJ & PA BAR Edison, NJ
YALE I. LAZRIS HILARY L. BRUNELL7 2 MEMBER OF NJ & FL BAR
STEVEN I. ADLER
3 MEMBER OF NJ & NY BAR
Elizabeth, NJ
PETER H. TANELLA JOSEPH J. DISCENZA+ ERIC R. GOLDBERG13
DAVID S. CARTON CHARLES S. LORBER 4 MEMBER OF NJ, NY & CA BAR Eatontown, NJ
5 MEMBER OF NJ, NY & PA BAR
GORDON C. DUUS15 THOMAS V. HILDNER
6 MEMBER OF NJ, NY & D.C. BAR New York, NY
THOMAS W. ACKERMANN - ASSOCIATES -
RICHARD I. MILLER9 - COUNSEL - SHAWNA A. BROWN3
7 MEMBER OF NJ & D.C. BAR
8 MEMBER OF NY BAR
North Palm Beach, FL
DANIEL J. BARKIN6 ALAN L. SUSSMAN3 BRIAN M. BLOCK1 9 MEMBER OF NJ, NY & CO BAR Denver, CO
DOUGLAS I. EILENDER3 MANUEL R. GROVA, JR. PHILIP A. PORTANTINO3 10 MEMBER OF NY & CA BAR
JEFFREY M. ROSENTHAL3 LAUREN A. CARNEVALE3 JOSHUA M. GORSKY3 11 MEMBER OF NY, NJ, D.C., IL & FL BAR
PETER A. LEVY3 RYAN M. BUEHLER ELISABETE M. ROCHA 12 MEMBER OF NY, D.C. & CT BAR
MICHAEL F. BEVACQUA, JR.3 MARC J. COMER5 EDWARD P. DABEK, JR.3 13 MEMBER OF NJ, NY, CO & PA BAR
JEFFREY E. GRABELLE OLGA BRONKOWSKI3 14 MEMBER OF NJ, NY, D.C. & MD BAR E-Mail: jrosenthal@lawfirm.ms
LAWRENCE C. WEINER3
MOHAMED H. NABULSI3 MARK ORENSTEIN8 DEREK PREVETE 15 MEMBER OF NJ, D.C. & CA BAR Ref. File #
STEVEN L. POLAKOFF8 16 MEMBER OF NY & TX BAR
LAUREN X. TOPELSOHN3 ETHAN C. WELLS
JENNIFER E. PRESTI ______________________________
CASEY GOCEL3 MELODY M. LINS3
DAMIAN P. CONFORTI3 BORIS PEYZNER3 PATRICK M. TOOLAN3
RONEN YAIR3 CELEBRATING 90 YEARS OF SERVICE
RAJ GADHOK3 AHMED H. GADALLA
VITO COLASURDO, JR. TO OUR CLIENTS AND COMMUNITY
BARRY M. SCHWARTZ3
_______________________________
IRVING MANDELBAUM (1906-1993)
RICHARD M. SALSBURG (1938-2011)
ROBERT W. GLUCK (1947-2013)
EDWARD J. ALBOWICZ (1975-2020)
HON. ROBERT A. LONGHI (RET.)
October 8, 2020
White Oak Business Capital, Inc.
7315 Wisconsin Avenue
Suite 600W
Bethesda, MD 20814
Attention: Kysha Pierre-Louis, Head of Government Contracting Finance
Re: Waiver of Conflict: EIA, Inc. (the "Obligor")
Dear Kysha:
I wish to confirm our understanding with respect to the representation by Mandelbaum
Salsburg P.C. (the "Firm") of the Obligor referenced above in connection with a loan to be made by
White Oak Business Capital, Inc. White Oak EIA Networked Technologies and any of its
affiliates and subsidiaries White Oak to the Borrower
to refinance its existing financing
The Obligor has asked us to represent it to negotiate the loan documents and assist it in the
closing of the transaction.
As you know, the Firm has previously represented and may in the future represent White Oak
with regard to matters totally unrelated to the Principal Matter. Under the Rules of Professional
Conduct an attorney must disclose potential conflicts of interest or conflicts of interest to a prospective
client and obtain its consent to a waiver of the conflict of interest. The Firm's representation of the
4833-6443-7965, v. 1
FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024
Obligor in connection with the Principal Matter requires the waivers of the conflict by the Obligor and
White Oak. White Oak has agreed to waive the conflict of interest for the limited purpose as described
hereinabove.
White Oak hereby agrees to waive the conflict of interest, which waiver is (a) conditioned on
the Firm not representing the Obligor in any action or proceeding or in connection with any claim or
defense by the Obligor contesting the validity or priority of any of White Oak's claims in the Principal
Matter or any action or claim involving White Oak contesting the discharge of any of its claims in the
Principal Matter and (b) does not extend to the representation by the Firm of the Obligor in any
litigation, arbitration or other adversarial proceeding or claim that might arise between White Oak
(or any subsidiary or affiliate of White Oak) and the Obligor in connection with the Principal Matter,
or otherwise. In the event of any such litigation, arbitration, other adverse proceeding or claim
involving White Oak, the Firm will not represent the Obligor unless White Oak gives the Firm a new
written consent at that time to represent such person or persons.
In order for the Firm to represent the Obligor in connection with Principal Matter, the Firm
requires that the Obligor (i) waive the Firm's present representation of White Oak and its
subsidiaries and affiliates in any and all matters in which the Firm represents White Oak, its
subsidiaries and affiliates other than the Principal Matter and (ii) acknowledge and agree that its
representation of the Obligor is limited and conditioned as set forth above.
If you are ready, willing and prepared to waive the conflict of interest upon the terms,
conditions and limitations set forth above and elect for the Firm to represent the Obligor in connection
with the Principal Matter, please acknowledge the same by each of you executing below.
We understand and acknowledge that if each of you waive the conflict it is also (a) conditioned
on the Firm not representing White Oak in any action or proceeding or in connection with any claim or
defense by or against the Obligor and (b) does not extend to the representation by the Firm of White
Oak in any litigation, arbitration or other adversarial proceeding or claim that might arise between
White Oak (or any subsidiary or affiliate of White Oak) and the Obligor in connection with the Principal
Matter, or otherwise. In the event of any such litigation, arbitration, other adverse proceeding or claim,
the Firm will not represent White Oak unless the Obligor gives the Firm a new written consent at that
time to represent such person or persons.
If you have any questions regarding whether or not each of you should waive the conflict as
outlined above, you should discuss the same with other counsel of your own choosing.
If you are prepared to waive the conflict of interest, please acknowledge your consent below
where indicated.
Very truly yours,
JEFFREY M. ROSENTHAL
4833-6443-7965, v. 1
FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024
Agreed and Accepted:
EIA, Inc.
By: ________________________
Name: Yolanda V. del Prado
Title: President
White Oak Business Capital, Inc.
By: ________________________
Name: Kysha Pierre-Louis
Title: Head of Government Contracting Finance
4833-6443-7965, v. 1
Preview
FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024 EXHIBIT “C” FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024 BARRY R. MANDELBAUM PAUL S. WERTHER - OF COUNSEL - FELLOW OF THE AMERICAN ACADEMY WILLIAM S. BARRETT3 ARLA D. CAHILL5 HON. MICHAEL K. DIAMOND (RET.) OF MATRIMONIAL LAWYERS LYNNE STROBER JOEL G. MacMULL8 HON. PAUL J. VICHNESS (RET.) FELLOW OF THE AMERICAN COLLEGE OWEN T. HUGHES VINCENT J. McGILL8 ALAN L. GLAZNER3 OF COMMERCIAL FINANCE LAWYERS 3 Becker Farm Road ARTHUR D. GROSSMAN LISA FACTOR FOX3 VINCENT J. NUZZI3 + DESIGNATED BY THE SUPREME COURT DEBORAH L. GREENE GARY S. YOUNG3 JAMES L. ESPOSITO OF NEW JERSEY AS A CERTIFIED Suite 105 MICHAEL A. SAFFER3 STEVEN W. TEPPLER11 DEVANSHU L. MODI CIVIL TRIAL ATTORNEY CERTIFIED BY THE SUPREME COURT Roseland, New Jersey 07068 STEVEN A. HOLT5 ANDREW R. BRONSNICK14+ LAURIE J. WOOG DENNIS J. ALESSI3 JEFFREY W. CAPPOLA JAMES T. ELLIOTT3 OF NEW JERSEY AS A CERTIFIED www.lawfirm.ms MATRIMONIAL LAW ATTORNEY JOSEPH J. PETERS J. RUSSELL BULKELEY12 WILLIAM M. FETKY CERTIFICATE; HEALTHCARE LAW t. 973.736.4600 CRAIG W. ALEXANDER3 BRUCE FEFFER8 LAWRENCE B. GOODWIN MARTIN D. HAUPTMAN JORDAN S. SOLOMON3 DAVID FLAXMAN10 COMPLIANCE f. 973.325.7467 COURT APPOINTED MEDIATOR STUART GOLD3 VINCENT J. ROLDAN3 RICHARD M. MILLER3 REGISTERED U.S. PATENT ATTORNEY CHERYL H. BURSTEIN4 RICHARD B. ROBINS JONATHAN M. PETTY ROBIN F. LEWIS3 JOHN J. RIVAS16 RICHARD I. SIMON3 - SENIOR COUNSEL - JENNIFER B. CONA8 1 MEMBER OF NJ & PA BAR Edison, NJ YALE I. LAZRIS HILARY L. BRUNELL7 2 MEMBER OF NJ & FL BAR STEVEN I. ADLER 3 MEMBER OF NJ & NY BAR Elizabeth, NJ PETER H. TANELLA JOSEPH J. DISCENZA+ ERIC R. GOLDBERG13 DAVID S. CARTON CHARLES S. LORBER 4 MEMBER OF NJ, NY & CA BAR Eatontown, NJ 5 MEMBER OF NJ, NY & PA BAR GORDON C. DUUS15 THOMAS V. HILDNER 6 MEMBER OF NJ, NY & D.C. BAR New York, NY THOMAS W. ACKERMANN - ASSOCIATES - RICHARD I. MILLER9 - COUNSEL - SHAWNA A. BROWN3 7 MEMBER OF NJ & D.C. BAR 8 MEMBER OF NY BAR North Palm Beach, FL DANIEL J. BARKIN6 ALAN L. SUSSMAN3 BRIAN M. BLOCK1 9 MEMBER OF NJ, NY & CO BAR Denver, CO DOUGLAS I. EILENDER3 MANUEL R. GROVA, JR. PHILIP A. PORTANTINO3 10 MEMBER OF NY & CA BAR JEFFREY M. ROSENTHAL3 LAUREN A. CARNEVALE3 JOSHUA M. GORSKY3 11 MEMBER OF NY, NJ, D.C., IL & FL BAR PETER A. LEVY3 RYAN M. BUEHLER ELISABETE M. ROCHA 12 MEMBER OF NY, D.C. & CT BAR MICHAEL F. BEVACQUA, JR.3 MARC J. COMER5 EDWARD P. DABEK, JR.3 13 MEMBER OF NJ, NY, CO & PA BAR JEFFREY E. GRABELLE OLGA BRONKOWSKI3 14 MEMBER OF NJ, NY, D.C. & MD BAR E-Mail: jrosenthal@lawfirm.ms LAWRENCE C. WEINER3 MOHAMED H. NABULSI3 MARK ORENSTEIN8 DEREK PREVETE 15 MEMBER OF NJ, D.C. & CA BAR Ref. File # STEVEN L. POLAKOFF8 16 MEMBER OF NY & TX BAR LAUREN X. TOPELSOHN3 ETHAN C. WELLS JENNIFER E. PRESTI ______________________________ CASEY GOCEL3 MELODY M. LINS3 DAMIAN P. CONFORTI3 BORIS PEYZNER3 PATRICK M. TOOLAN3 RONEN YAIR3 CELEBRATING 90 YEARS OF SERVICE RAJ GADHOK3 AHMED H. GADALLA VITO COLASURDO, JR. TO OUR CLIENTS AND COMMUNITY BARRY M. SCHWARTZ3 _______________________________ IRVING MANDELBAUM (1906-1993) RICHARD M. SALSBURG (1938-2011) ROBERT W. GLUCK (1947-2013) EDWARD J. ALBOWICZ (1975-2020) HON. ROBERT A. LONGHI (RET.) October 8, 2020 White Oak Business Capital, Inc. 7315 Wisconsin Avenue Suite 600W Bethesda, MD 20814 Attention: Kysha Pierre-Louis, Head of Government Contracting Finance Re: Waiver of Conflict: EIA, Inc. (the "Obligor") Dear Kysha: I wish to confirm our understanding with respect to the representation by Mandelbaum Salsburg P.C. (the "Firm") of the Obligor referenced above in connection with a loan to be made by White Oak Business Capital, Inc. White Oak EIA Networked Technologies and any of its affiliates and subsidiaries White Oak to the Borrower to refinance its existing financing The Obligor has asked us to represent it to negotiate the loan documents and assist it in the closing of the transaction. As you know, the Firm has previously represented and may in the future represent White Oak with regard to matters totally unrelated to the Principal Matter. Under the Rules of Professional Conduct an attorney must disclose potential conflicts of interest or conflicts of interest to a prospective client and obtain its consent to a waiver of the conflict of interest. The Firm's representation of the 4833-6443-7965, v. 1 FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024 Obligor in connection with the Principal Matter requires the waivers of the conflict by the Obligor and White Oak. White Oak has agreed to waive the conflict of interest for the limited purpose as described hereinabove. White Oak hereby agrees to waive the conflict of interest, which waiver is (a) conditioned on the Firm not representing the Obligor in any action or proceeding or in connection with any claim or defense by the Obligor contesting the validity or priority of any of White Oak's claims in the Principal Matter or any action or claim involving White Oak contesting the discharge of any of its claims in the Principal Matter and (b) does not extend to the representation by the Firm of the Obligor in any litigation, arbitration or other adversarial proceeding or claim that might arise between White Oak (or any subsidiary or affiliate of White Oak) and the Obligor in connection with the Principal Matter, or otherwise. In the event of any such litigation, arbitration, other adverse proceeding or claim involving White Oak, the Firm will not represent the Obligor unless White Oak gives the Firm a new written consent at that time to represent such person or persons. In order for the Firm to represent the Obligor in connection with Principal Matter, the Firm requires that the Obligor (i) waive the Firm's present representation of White Oak and its subsidiaries and affiliates in any and all matters in which the Firm represents White Oak, its subsidiaries and affiliates other than the Principal Matter and (ii) acknowledge and agree that its representation of the Obligor is limited and conditioned as set forth above. If you are ready, willing and prepared to waive the conflict of interest upon the terms, conditions and limitations set forth above and elect for the Firm to represent the Obligor in connection with the Principal Matter, please acknowledge the same by each of you executing below. We understand and acknowledge that if each of you waive the conflict it is also (a) conditioned on the Firm not representing White Oak in any action or proceeding or in connection with any claim or defense by or against the Obligor and (b) does not extend to the representation by the Firm of White Oak in any litigation, arbitration or other adversarial proceeding or claim that might arise between White Oak (or any subsidiary or affiliate of White Oak) and the Obligor in connection with the Principal Matter, or otherwise. In the event of any such litigation, arbitration, other adverse proceeding or claim, the Firm will not represent White Oak unless the Obligor gives the Firm a new written consent at that time to represent such person or persons. If you have any questions regarding whether or not each of you should waive the conflict as outlined above, you should discuss the same with other counsel of your own choosing. If you are prepared to waive the conflict of interest, please acknowledge your consent below where indicated. Very truly yours, JEFFREY M. ROSENTHAL 4833-6443-7965, v. 1 FILED: NEW YORK COUNTY CLERK 01/17/2024 12:07 AM INDEX NO. 160556/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 01/17/2024 Agreed and Accepted: EIA, Inc. By: ________________________ Name: Yolanda V. del Prado Title: President White Oak Business Capital, Inc. By: ________________________ Name: Kysha Pierre-Louis Title: Head of Government Contracting Finance 4833-6443-7965, v. 1