State of New York Court of Appeals This memorandum is uncorrected and subject to revision before publication in the New York Reports.

No. 46 Plymouth Venture Partners, II, L.P. et al., Appellants, v. GTR Source, LLC et al., Respondents. ----------------------------------- Plymouth Venture Partners, II, L.P. et al., Appellants, v. Capital Merchant Services, LLC, Respondent.

Shane R. Heskin, for appellants.

Ryan K. Cummings, for respondent GTR Source, LLC.

Andrew P. Schriever, for respondent Biegel.

Christopher R. Murray, for respondent Capital Merchant Services, LLC.

Certification of questions by the United States Court of Appeals for the Second Circuit, pursuant to section 500.27 of this Court's Rules of Practice, accepted and the issues presented are to be considered after briefing and argument. Chief Judge DiFiore and Judges Rivera, Stein, Fahey, Garcia and Wilson concur.

Decided March 25, 2021