Lady Benjamin PD Cannon f/k/a Ben Cannon v. Romeo Systems, Inc.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

LADY BENJAMIN PD CANNON )
f/k/a Ben Cannon, )
)
Plaintiff, )
)
v. ) C.A. No. 2021-0171-PAF
)
ROMEO SYSTEMS, INC., a )
Delaware Corporation, ROMEO )
POWER, INC., a Delaware )
Corporation, and MICHAEL )
PATTERSON, )
)
Defendants. )

ORDER ADDRESSING
DEFENDANT’S MOTION TO STAY PENDING APPEAL

WHEREAS:1

A. Defendant Michael Patterson has moved to stay execution of the court’s

November 17, 2025 Judgment and Final Order (the “Final Order”) pending appeal

(the “Motion”).2

1
Unless otherwise defined herein, citations to the docket in this action are in the form of
Dkt. [#].
2
Dkts. 259, 271.
B. The Final Order entered post-trial judgment in favor of Lady Benjamin

Cannon (the “Plaintiff”) in the amount of $27,301,288.42, plus pre- and post-

judgment interest.3

C. On December 18, 2025, Patterson filed a notice of appeal of the Final

Order.4

D. In the Motion, Patterson offers 2,483,446 shares of Class A Common

stock (the “Shares”) of Battle Motors Holdings, Inc. (“Battle Motors”), a privately

held corporation, as security for the stay.5 Patterson asserts in the Motion that the

value of the Shares is approximately $56.5 million. Patterson bases this valuation

upon a sale of Battle Motors stock to existing investors in September 2025. Patterson

maintains that the value of the Shares is more than sufficient to satisfy the judgment

and to justify the Motion.

3
Dkt. 271 at 4. On October 28, 2025, Patterson moved for a stay of execution of the
judgment pending appeal and for an interim stay pending resolution of the motion to stay.
Dkts. 260, 259. On December 12, 2025, Patterson filed an emergency motion to extend
his deadline to respond to Cannon’s discovery requests in aid of execution of the judgment.
Dkt. 285. The court granted the motion on December 15. Dkt. 286. The practical effect
of that ruling stayed execution on the judgment pending adjudication of this Motion. In
any event, this Order renders the prior two motions moot.
4
Dkt. 288.
5
Battle Motors manufactures and sells garbage trucks. Dkt. 273 (Affidavit of Michael
Patterson in Support of His Opening Brief in Support of His Motion for a Stay Pending
Appeal, hereinafter “Patterson Original Aff.”) ¶ 4; Dkt. 273 (“Def.’s Opening Br.”) at 3.
The company’s origins date back to 1947, when it was known as Crane Carrier Company.
Patterson Original Aff. ¶ 4. Defendant is the Chairman of the Board and Chief Executive
Officer of Battle Motors, positions that he has held since mid-2021, when Battle Motors
acquired the company. Id. ¶¶ 1−4.

2
NOW, THEREFORE, the court having carefully considered the Motion, IT

IS HEREBY ORDERED, this 31st day of December, 2025, as follows:

1. Article IV, Section 24 of the Constitution of the State of Delaware and

Supreme Court Rule 32 govern stays pending appeal and the required security. Ct.

Ch. R. 62(d). Article IV, Section 24 of the Delaware Constitution provides that there

“shall be no stay of proceedings in the court below unless the appellant shall give

sufficient security to be approved by the court below or by a judge of the Supreme

Court.” Whether to grant a stay of a judgment pending appeal is a matter of this

court’s discretion. Supr. Ct. R. 32(a).

2. Prior to 1987, “courts in this state required appellants seeking to stay

the execution of a judgment to post a supersedeas bond in an amount equal to the

judgment.” Zimmerman v. Crothall, 2014 WL 257461, at *1 (Del. Ch. Jan. 23, 2014)

(citing Blackwell v. Sidwell, 126 A.2d 237 (Del. 1956)). In 1987, the Supreme Court

substantially revised the rule governing stays pending appeal. The operative rule

provides, in pertinent part:

Supersedeas bond or other security. A stay or injunction pending
appeal shall be granted upon filing and approval of sufficient security.
. . . The type, amount, and form of the security shall be determined in
the first instance by the trial court, . . .
(i) Type of security. Security for a stay . . . pending appeal
shall be a supersedeas bond or other security. The trial
court shall have the discretion to set a type of security
other than a supersedeas bond, with the party seeking such

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other type of security having the burden to demonstrate the
sufficiency of such other type of security.
(ii) Amount of security. With regard to a judgment or a portion
of a judgment for a sum of money, the security shall
ordinarily equal such sum of money and all costs and
damages, including damages for delay. The trial court
shall have the discretion to set the security at a lesser
amount, with the party seeking the stay . . . pending appeal
having the burden to show that a lesser amount is
sufficient in the circumstances.

Supr. Ct. R. 32(c).

3. Thus, under Supreme Court Rule 32(c), “a supersedeas bond is one type

of security, but it is not the only type.” In re El Paso Pipeline P’rs, L.P. Deriv.

Litig., 2017 WL 11825097, at *2 (Del. Ch. Feb. 16, 2017).

4. Defendant does not wish to obtain a supersedeas bond because he avers

that it will cost him between $800,000 and $1,600,000, and he doubts that he could

recover that cost from Plaintiff if he prevails on appeal.6 Instead, he offers to post

illiquid shares of Battle Motors stock, which would allow him to avoid paying a

bonding agent.

5. Defendant cites no case from a Delaware court allowing a judgment

debtor to post stock in a private company as security for a stay of a multi-million-

6
Patterson Original Aff. ¶ 28−30. Defendant’s affidavit states that he “contacted three
insurance companies regarding the possibility of securing a supersedeas bond” and that he
“understand[s] from these communications and others that a supersedeas bond would cost
me between $800,000 and $1,600,000.” Id. ¶ 27−28. The Motion and supporting papers
offer no other information concerning these communications.

4
dollar money judgment pending appeal. Nevertheless, he insists that the Shares are

sufficient security to support a stay of execution. The court concludes that

Defendant’s offer of Battle Motors stock is insufficient security for a stay.

6. Defendant’s Motion and supporting papers lack sufficient credibility to

warrant a stay under these circumstances. First, Defendant’s Motion and his

supporting affidavit stated that he owned 42.11% of Battle Motors’s fully diluted

stock in a trust over which he and his spouse serve as trustees. See Patterson Original

Aff. ¶¶ 20-24; see also Def.’s Opening Br. 12 n.3 (“As of November 24, 2025,

Patterson beneficially owns 12,353,913 shares, or approximately 42.11% of Battle

Motors Holdings, Inc. on a fully diluted basis.”). But the supporting affidavit and

capitalization table state that there are 32,264,353 outstanding shares on a fully

diluted basis. Patterson Original Aff. ¶ 23; id. Ex. B. Based upon these figures,

Defendant beneficially owned 38.29% of Battle Motors stock on a fully diluted

basis, not 42.11%.7

7
Defendant averred that he is the beneficial owner of a total of 12,353,913 shares of Battle
Motors Class A and Class B common stock through the trust. Id. ¶¶ 21−22; see also id.
Ex. B (Battle Motors Capitalization Table as of Oct. 15, 2025). To be sure, the
capitalization table submitted with Defendant’s original affidavit reflects 32,264,353 fully
diluted shares and states in boldface type that “Patterson Owns approximately 42.11% of
Battle 12,353,913 Shares.” Id. Ex. B. This exhibit also reflects $162,025,000 in
convertible promissory notes, which are not accounted for in the number of fully diluted
shares.

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7. Second, the Patterson Original Affidavit averred: “In September of this

year, [Battle Motors] sold 1,406,593 shares of its Class A Common stock to existing

Battle Motors stockholders at $22.75 per share, implying a pre-money valuation of

Battle Motors of $675 million and a post-money valuation of $707 million.”

Patterson Original Aff. ¶ 26. Defendant now admits that his statement was false. In

a Supplemental Affidavit of Michael Patterson in Support of His Reply Brief in

Support of His Motion for Stay Pending Appeal (“Patterson New Affidavit”),8

Defendant claims he “was mistaken.” Id. ¶ 2. Instead, he now avers: “Between

February and September 2025 Battle [Motors] sold 1,456,572 shares of Series A-1

Preferred stock, which is convertible into Class A Common stock on a one-for-one

basis, and raised a total of approximately $33 million.” Id. But even that statement

seems to leave out important information. For example, a sale of 1,456,572 shares

for a total of $33 million reflects a per share value of just under $22.66, not $22.75.

8. The Patterson New Affidavit also leaves out critical information about

the Series A-1 Preferred Stock sales in 2025. Exhibit D to the Patterson Original

Affidavit contains the audited financial statements of Battle Motors for 2023 and

2024. The 2024 audited financials specifically note the following as to the Series

A-1 Preferred Stock sales in early 2025:

8
Dkt. 281.

6
During February to April 2025, [Battle Motors] entered into preferred
stock agreements and raised a total of $13.0 million for the issuance of
569,663 of Series A-1 Preferred Stock and 284,835 Class A warrants
with an exercise price to be determined upon an updated common stock
valuation.

9. The audited financials indicate that the sales of Series A-1 Preferred

Stock included a warrant to purchase Class A Common Stock at an exercise price to

be determined later. Neither Defendant’s affidavits nor his briefs mention the

warrant portion of the stock sales. Nor does Defendant supply the terms of the Series

A-1 Preferred Stock, the terms of the purchase agreements, the exercise price of the

Class A Warrants, or the anticipated “updated common stock valuation” mentioned

in the 2024 audited financial statements. These omissions cast further doubt on

Defendant’s assertions on the value of the Shares that he seeks to post as security for

a stay pending appeal.

10. These are not the only issues that raise doubt as to the sufficiency of the

Shares to serve as security for a stay. For example, the Shares are held in a trust for

which Defendant and his spouse serve as trustees. The Motion papers do not identify

the beneficiary or beneficiaries of the trust, the terms of the trust, or whether

Defendant has unilateral authority to post those shares as security pending appeal.

11. In addition, on reply, Defendant abandoned his original proposal for the

Shares to serve as security for the stay. On reply, Defendant now says that he is

“willing to pledge all of my Series A-1 Preferred shares and the balance in Class A

7
Common stock.” Patterson New Aff. ¶ 3. This is a marked change from the Motion,

which only offered 2,483,446 shares of Battle Motors Class A Common stock held

in the trust as security. Defendant has not provided any explanation for this change

of tack, raised for the first time on reply, which Plaintiff had no opportunity to

address in her answering brief. Therefore, the court can reject this new argument as

untimely. See Cedarview Opportunities Master Fund, L.P. v. Spanish Broad. Sys.,

Inc., 2018 WL 4057012, at *14 n.121 (Del. Ch. Aug. 27, 2018) (“[C]ourts routinely

[] refuse[] to consider arguments made in reply briefs that go beyond responding to

arguments raised in a preceding answering brief.”). Beyond that, Defendant’s

amended motion and new proposal suffer from other flaws. For example, Defendant

does not: (i) identify the number of shares of Series A-1 Preferred Stock that he

beneficially owns or how the shares are held; (ii) supply the terms of the Series A-1

Preferred Stock; or (iii) offer sufficient support to value the Class A Common stock

that he proposes to backstop the unidentified number of shares of Series A-1

Preferred Stock.

12. Defendant cites a handful of cases in which something less than a

supersedeas bond was accepted to support a stay pending appeal. One is from

Delaware, and all are inapposite.

13. In In re Estate of Bernie P. Farren, 2016 WL 4539988 (Del. Ch.

Aug. 30, 2016) (ORDER), the court permitted the movant to post her life estate in

8
her personal residence, which was the residence at issue in the case and was

otherwise subject to an order of sale. The court concluded that, because the movant’s

financial status made her otherwise “not capable of posting [a supersedeas] bond

[therefore] [h]er life estate will have to suffice.” Id. at *1. Here, the Shares are not

a part of the judgment awarded to Plaintiff, and they are not at issue at all in this

case. Additionally, Defendant is capable of posting a supersedeas bond; he simply

prefers not to incur the cost of obtaining one. See Patterson Original Aff. ¶ 29; see

Dkt. 281 at 8 (“Patterson does not dispute that he has significant assets.”). Similarly,

in Olympia Equipment Leasing Co. v. Western Union Telegraph Co., 786 F.2d 794

(7th Cir. 1986), the court permitted a corporate defendant to post a combination of

cash, accounts receivables, and a security interest in its physical assets worth almost

twice the judgment, in an antitrust action. The court did so because it was

“reasonably clear that a bond could not have been obtained . . . and the alternatives

facing the district judge were either to allow [the non-movant] to execute the

judgment by seizing and selling unencumbered assets of [the movant], or to allow

the posting of alternative security.” Id. at 796–97. The appeals court reluctantly

permitted the alternative security because no bond could be obtained for the $36

million judgment, and only $12 million of the judgment represented compensatory

damages, with the rest being punitive damages. Id. at 797, 799. Olympia Equipment

9
did not involve the posting of stock in a private company, and, unlike that case,

Defendant is capable of obtaining a supersedeas bond.

14. Athridge v. Iglesias, 464 F.Supp.2d 19 (D.D.C. 2006), is also easily

distinguishable. The movants in Athridge sought to pledge residential and

commercial real estate as security for a judgment while they continued to litigate

with their insurance company to obtain a supersedeas bond. For expedience, the

court permitted the movants to post their real estate in the District of Columbia after

finding that the local real estate market was sufficiently stable and that the non-

movant had only shown a slight decline in the residential market and none in the

commercial market. Id. at 24. The court did, however, consider the possibility of a

significant real estate market decline: “Even assuming a significant decline in

residential [real estate] value, which would apply to less than half of the [total] real

estate security provided by [movants], the value of [movants’] real estate holdings

exceeds the amount of judgment awarded.” Id. In fact, the residential value could

have declined by almost half the amount, and the real estate holdings would still

have met the amount of judgment awarded. See id. Defendant has made no similar

showing of hardship in obtaining a supersedeas bond or in establishing that the

Shares are sufficient security for a stay.

15. Lastly, Defendant cites two cases that permitted the movant to use stock

of a publicly traded company as partial alternative security, in lieu of a supersedeas

10
bond for the full amount of the judgment. In Ripka v. Philco Corp., 65 F.Supp. 21

(S.D.N.Y. 1945), the final judgment ordered recission of the stock sale and awarded

attorneys’ fees and costs to the prevailing party. Id. at 37. The court permitted the

movant to secure the judgment with either (i) the stock at issue and a supersedeas

bond in the amount of the attorneys’ fees and costs or (ii) a supersedeas bond in the

amount of the full value of the stock and attorneys’ fees and costs. Id. at 39. Unlike

in Ripka, the Shares are not a portion of the judgment awarded by this court, nor are

the Shares publicly traded.

16. C. Albert Sauter Co., Inc. v. Richard S. Sauter Co., Inc., 368 F.Supp.

501 (E.D. Pa. 1973) was an antitrust action in which the plaintiff sought to prevent

the individual defendants and the corporate defendant from operating the same

business as the plaintiff under a similar name. The court entered a monetary

judgment that neither the individual defendants nor the corporate defendant could

pay. In considering whether to accept something other than a supersedeas bond

pending appeal, the court observed that “[e]xecution of the judgment would place

[the corporate defendant] and each of the individual defendants in insolvency.” Id.

at 520–21. To avoid that harsh result, the court allowed the movants to post a

combination of all of the stock in the corporate defendant, stock in the plaintiff’s

parent corporation, which the individual defendants held as a result of their prior

employment at the plaintiff and plaintiff’s parent, stock in various publicly traded

11
companies, and cash. Id. As further protection, the court’s order prevented the

corporate defendant from depleting the pledged assets or engaging in operations

outside of the ordinary course, and permitted the prevailing party to select an

independent auditor to inspect any and all records of the corporate defendant within

two weeks following the end of each month. Id. at 521. Sauter was an unusual

situation in which posting the entirety of the corporate defendant’s stock did protect

the plaintiff’s interest in preventing the defendants from operating the business. It

bears no resemblance to this case. Plaintiff’s execution of the judgment would not

render Defendant insolvent. Battle Motors is not a defendant in this case, and there

is no persuasive evidence to suggest that Cannon’s execution of the judgment would

render Battle Motors insolvent. Moreover, Defendant offers no basis to suggest that

this court could impose reporting requirements on Battle Motors—a non-party—

akin to those ordered in Sauter.

17. “The primary purpose of the security, or supersedeas bond, is to protect

the appellee from losing the benefit of the judgment through the delay or ultimate

non-performance by the appellant.” DiSabatino v. Salicete, 681 A.2d 1062, 1066

(Del. 1996) (citing Ellis D. Taylor, Inc. v. Craft Builders, Inc., 260 A.2d 180, 182

(Del. Ch. 1969)).

18. The pledge of the Shares in place of a supersedeas bond would subject

Plaintiff to all of the downside of the stock’s volatility but none of the upside,

12
because Plaintiff’s recovery is limited to the judgment amount, plus interest or the

value of the bond, whichever is lower. Plaintiff bears the risk that the value of the

stock could decline pending appeal. Battle Motors’s stock is privately held. Thus,

there is no liquid market for its stock, and Battle Motors is not required to disclose

financial results or material changes in operations. Plaintiff would bear all of the

risk of adverse changes in Battle Motors’s financial condition or strategic corporate

transactions that could materially dilute the value of the security. For example,

Battle Motors could issue stock or debt that dilutes the value of the pledged Shares.

Plaintiff is a judgment creditor of Defendant—not Battle Motors—and she has no

ability to monitor the company, its transactions, or its financial statements during the

pendency of the appeal.9

19. Plaintiff identifies other legitimate questions about the sufficiency of

the Shares as security. For example, Battle Motors’s recent audited financial

statements indicate that it is operating at a net loss and has been for the past four

years.10 Defendant brushes these observations aside and states that “[a]ll of [his]

prior companies operated [at a net loss per share during periods of high growth] for

9
For example, Battle Motors has $150 million in principal convertible notes that are due
in July 2026. See Def.’s Opening Br. Ex. D at F–16. The Motion does not address how
conversion of the notes or the lender’s decision to demand payment could affect Battle
Motors or the value of the Shares.
10
Id. Exs. C, D.

13
significant periods. Battle Motors is no exception.” Patterson Original Aff. ¶ 19.

Defendant’s general assertion that his prior entities also showed annual net losses

per share does not materially help his cause. It is Defendant’s burden to show that

the security he proposes is sufficient. Supr. Ct. R. 32(c)(i). On this record, he has

not done so.

20. Defendant’s pledge of Battle Motors’s stock is not sufficient security

to warrant a stay pending appeal. This failure alone could justify denial of the

Motion. See Morova LLC v. Gendreau, 2025 WL 3034732, at *2 n.21 (Super. Ct.

Oct. 30, 2025). Nevertheless, for completeness, the court next considers the factors

that traditionally guide this court’s discretion in considering a stay pending appeal.

See Kirpat, Inc. v. Del. Alcoholic Beverage Control Comm’n, 741 A.2d 356 (Del.

1998).

21. Under Kirpat, this court applies a four-factor test when considering a

request for a stay pending appeal. The court must consider: (1) “a preliminary

assessment of likelihood of success on the merits of the appeal”; (2) “whether the

petitioner will suffer irreparable injury if the stay is not granted”; (3) “whether any

other interested party will suffer substantial harm if the stay is granted”; and

(4) “whether the public interest will be harmed if the stay is granted.” Id. at 357.

“The factors are not to be considered in isolation, but as part of a balancing of ‘all

14
of the equities involved in the case together.’” Rivest v. Hauppauge Digit., Inc.,

2023 WL 336374, at *1 (Del. Ch. Jan. 19, 2023) (quoting Kirpat, 741 A.2d at 358).

22. Because the first factor “directs the trial court to assess the strength of

its own reasoning and judgment, ‘the likelihood of success on appeal’ prong cannot

be interpreted literally or in a vacuum.” Zhou v. Deng, 2022 WL 1617218, at *2

(Del. Ch. May 23, 2022). Instead, the court typically considers the remaining factors

before “assessing whether the movant has presented a question that raises a fair

ground for review by our Supreme Court.” Rosenbaum v. CytoDyn Inc., 2021 WL

4890876, at *1 (Del. Ch. Oct. 20, 2021).

23. As to the second factor, Defendant argues that the Shares, which he

values at approximately $56.5 million, are sufficient security pending appeal.11

Defendant argues that if he were forced into a “fire-sale” of the Shares, it would have

knock-on effects including: “(i) the inability to unwind those sales later,

(ii) immediate adverse tax consequences, and (iii) potential harm to [Battle

Motors’s] hundreds of employees, customers, suppliers, and creditors.”12

11
Def.’s Opening Br. 17−21.
12
Id. at 3, 12.

15
24. Defendant’s arguments are self-serving, largely unsupported, and

unavailing.13 This court is not requiring a fire-sale or any liquidation of Defendant’s

Battle Motors stock. Defendant acknowledges that he has other assets that could

secure a bond, but he chooses not to place them at risk.14 But even if Defendant’s

only asset was his illiquid Battle Motors stock, Defendant offers no persuasive

reason why he could not use that stock to obtain a supersedeas bond.

25. As to the third and fourth factors, Defendant argues that a stay would

not harm Plaintiff and would prevent harm to the public.15

26. Almost five years have passed since Plaintiff attempted to retrieve her

warrant in Romeo Systems, Inc. from Defendant. To delay Plaintiff’s long-fought

recovery pending an uncertain appeal would continue to undermine her rights. See

Huntington Way Assocs., LLC v. RRI Assocs. LLC, 2023 WL 5664115, at *2 (Del.

Ch. Sept. 1, 2023) (finding that continuing to require the appellee to wait to recover

13
Defendant might not be able to “unwind” the sales but does not suggest he could not
purchase replacement shares. Indeed, any argument to the contrary would undermine his
argument that the Shares are sufficient security for Plaintiff that could be sold to satisfy the
judgment. Although it is theoretically possible that Defendant could suffer tax
consequences from the sale of Battle Motors stock held by the trust, Defendant has not
submitted evidence to permit an assessment of those tax consequences as they specifically
pertain to Defendant.
14
Dkt. 281 at 8.
15
Def.’s Opening Br.14−15.

16
the judgment after four years since the appellee attempted to exercise its contractual

rights would substantially harm the appellee).

27. Defendant maintains that the proffered security will, at a minimum,

protect Plaintiff from any harm and will actually benefit her.16 This assertion falls

flat. “[T]he four-part Kirpat test would collapse if [] security was reason enough to

grant a stay. And posting a bond does not change the reality that further delay will

harm [Plaintiff]; it merely guarantees that [Plaintiff] will recover if [Defendant]

lose[s] on appeal.” Huntington Way, 2023 WL 5664115, at *2.

28. As to the public interest, Defendant asserts that Battle Motors’s

employees, suppliers, and customers “could suffer” because Battle Motors stock sale

could cause stock declines and investor concerns.17 That argument is entirely

speculative and does not help Defendant for several reasons. First, it assumes that

the only assets available to satisfy the judgment are a portion of Defendant’s shares

of Battle Motors stock. As explained above, that is not so.18 Second, Defendant

ignores that there is no public market for Battle Motors stock. The lack of a public

market means that Plaintiff would incur additional transaction costs associated with

finding a buyer, along with the risk that the value of the stock could fall significantly

16
Def.’s Opening Br. 14−15.
17
Def.’s Opening Br. 15.
18
Dkt. 281 at 8 (“Patterson does not dispute that he has significant assets.”).

17
during the pendency of the appeal. Because there is no public market for the stock,

neither the court nor Plaintiff has any ability to monitor the value of the 2,483,446

shares of Battle Motors stock during the pendency of the appeal. Third, based on

the Patterson Original Affidavit, Defendant could satisfy the judgment by selling

only a small percentage of his Battle Motors stock.

29. Returning to the first Kirpat factor. “When considering the appeal’s

likelihood of success on the merits, this [c]ourt is called upon not to second guess its

decision, but to assess, as objectively as possible, whether the case presents a fair

ground for litigation and more deliberative investigations.” Wynnefield P’rs Small

Cap Value L.P. v. Niagara Corp., 2006 WL 2521434, at *1 (Del. Ch. Aug. 9, 2006)

(citation modified).

30. This factor weighs in favor of the requested stay. Defendant correctly

identifies some issues that may be presented on appeal which have not yet been

addressed by our Supreme Court. Therefore, the first Kirpat factor—likelihood of

success on the merits of the appeal—weighs in Defendant’s favor.19

19
See Def.’s Opening Br. 11. The court does not, however, agree that each of the issues
that Defendant has identified as novel were fairly presented at trial. For example, whether
“the pledge agreement’s exculpation clause protects [Defendant], regardless of the
adequacy of the collateral,” was not fairly presented. See Dkt. 255 at 71–72 (“[Defendant]
did not assert protection by the exculpation clause in the Pledge Agreement in the event
that this court determined no security interest attached to the Warrant; therefore, this court
treats this argument as waived.”).

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31. Lastly, even if the Kirpat factors weighed in favor of granting a stay,

the security that Defendant has offered is not sufficient to protect Plaintiff’s interest

in the judgment and to support a stay pending appeal.

32. Accordingly, Defendant’s Motion is denied.

/s/ Paul A. Fioravanti, Jr.
Vice Chancellor

19