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Home Court filings Wax v. Cross River Bank Declaration of Steven M. Rosato — Wax v. Cross River Bank

Court filing

Declaration of Steven M. Rosato — Wax v. Cross River Bank

Filed July 25, 2025 in Wax v. Cross River; one of 21 filings from this case.

Record facts

CourtU.S. District Court for the District of New Jersey
Filed2025-07-25

U.S. District Court for the District of New Jersey · No. 2:24-cv-09510-ES-JRA · Doc. 39-2 · 2025-07-25 · Docket on CourtListener

Full text

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 
MITCHELL WAX, Individually and on Behalf of 
All Other Similarly Situated, 
Plaintiff, 
v. 
CROSS RIVER BANK,  
Defendants. 
Case No. 2:24-cv-09510 (BRM) (JRA)
Document Electronically Filed 
Motion Day:  July 7, 2025 
DECLARATION OF 
STEVEN M. ROSATO 
Pursuant to 28 U.S.C. § 1746, Steven M. Rosato declares: 
1.
I am a member of the Bar of this Court and an associate of DLA Piper LLP (US), 
counsel in this action for defendant Cross River Bank (“CRB”).  I am submitting this declaration 
to place before the Court certain documents that are relevant to CRB’s motion to dismiss this action 
for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6).  The statements in this 
declaration are based on my personal knowledge or, to the extent not based on personal knowledge, 
on information reasonably available to me that I believe to be true. 
2.
Each of the documents submitted with this declaration is “incorporated into the 
complaint by reference,” is a public document of which the Court “may take judicial notice[,]” or 
both.  Winer Family Tr. v. Queen, 503 F.3d 319, 327 (3d Cir. 2007) (quoting Tellabs, Inc. v. Makor 
Issues & Rights, Ltd., 551 U.S. 308, 322 (2007)).  The documents may be considered by the Court 
in connection with CRB’s motion to dismiss.  Id.
3.
Attached to this declaration as Exhibit 1 is a true and correct copy of an interim 
report on Form 10-Q/A for Sunlight Financial Holdings, Inc. (“Sunlight”) filed with the U.S. 
Case 2:24-cv-09510-ES-JRA     Document 39-2     Filed 07/25/25     Page 1 of 4 PageID: 870

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Securities and Exchange Commission (“SEC”) on November 19, 2021, in the form in which it was 
retrieved under my direction and supervision from the SEC’s public website.   
4.
Attached to this declaration as Exhibit 2 is a true and correct copy of a current report 
on Form 8-K for Sunlight filed with the SEC on September 28, 2022, in the form in which it was 
retrieved under my direction and supervision from the SEC’s public website.   
5.
Attached to this declaration as Exhibit 3 is a true and correct copy of a current report 
on Form 8-K for Sunlight filed with the SEC on December 13, 2022, in the form in which it was 
retrieved under my direction and supervision from the SEC’s public website.   
6.
Attached to this declaration as Exhibit 4 is a true and correct copy of a 
December 5, 2023 order approving the Chapter 11 plan of reorganization of Sunlight and its 
affiliated debtors In re Sunlight Financial Holdings Inc., No. 1:23-cv-11794 (Bankr. D. Del.), in 
the form in which it was retrieved under my direction and supervision from the electronic court 
filing (“ECF”) system maintained for the U.S. Bankruptcy Court for the District of Delaware.   
7.
Attached to this declaration as Exhibit 5 is a true and correct copy of a Third 
Amended and Restated Loan Program Agreement by and among CRB, Sunlight Financial LLC, 
and SL Financial Holdings Inc., dated as of December 6, 2023, in the form in which it was retrieved 
under my direction and supervision from the SEC’s public website.   
8.
Attached to this declaration as Exhibit 6 is a true and correct copy of an Amended 
and Restated Loan and Security Agreement by and among CRB, Sunlight Financial LLC, and SL 
Financial Holdings Inc., dated as of December 6, 2023, in the form in which it was retrieved under 
my direction and supervision from the SEC’s public website. 
9.
Attached to this declaration as Exhibit 7 is a true and correct copy of the second 
amended complaint filed on October 24, 2023 in Fung v. Sunlight Financial Holdings, Inc., No. 
Case 2:24-cv-09510-ES-JRA     Document 39-2     Filed 07/25/25     Page 2 of 4 PageID: 871

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1:22-cv-10658 (S.D.N.Y.) (the “Sunlight Securities Action”), in the form in which it was retrieved 
under my direction and supervision from the ECF system maintained for the U.S. District Court 
for the Southern District of New York.1
10.
Attached to this declaration as Exhibit 8 is a true and correct copy of a Stipulation 
of Settlement filed on December 12, 2024 in the Sunlight Securities Action, in the form in which 
it was retrieved under my direction and supervision from the ECF system maintained for the U.S. 
District Court for the Southern District of New York.  
11.
Attached to this declaration as Exhibit 9 is a true and correct copy of Sunlight’s 
response to Mitchell Wax’s objection to the proposed settlement of the Sunlight Securities Action, 
filed in that action on December 3, 2024, in the form in which it was retrieved under my direction 
and supervision from the ECF system maintained for the U.S. District Court for the Southern 
District of New York. 
I declare under penalty of perjury that the foregoing statements are true and correct.  
Executed this 9th day of April, 2025. 
/s/ Steven M. Rosato  
Steven M. Rosato 
1Matthew Millunchick and Mike Margent are identified as the plaintiffs in the complaint’s 
caption because they were appointed lead plaintiffs under the Private Securities Litigation Reform 
Act of 1995, but the official caption reflected on the ECF system maintained for the U.S. District 
Court for the Southern District of New York remains Fung v. Sunlight Financial Holdings, Inc.
Case 2:24-cv-09510-ES-JRA     Document 39-2     Filed 07/25/25     Page 3 of 4 PageID: 872

CERTIFICATE OF SERVICE 
I hereby certify that on April 9, 2025, I caused the foregoing document to be served on all 
counsel of record by electronic filing through the Court’s ECF system.   
Dated: New York, New York  
/s/ Steven M. Rosato  
April 9, 2025  
Steven M. Rosato 
Case 2:24-cv-09510-ES-JRA     Document 39-2     Filed 07/25/25     Page 4 of 4 PageID: 873

File and source

File
gov.uscourts.njd.555169.39.2.pdf
Size
29,964 bytes
SHA-256
e5ca71426970db0c53bd3f5f1e51c80449ca6ad911a63eafd6e5deded9e5fb2b
Our copy
gov.uscourts.njd.555169.39.2.pdf
Original
No public link identified.
  1. Class Action Complaint — Wax v. Cross River Bank (D.N.J.)same case · 2024-09-27
  2. Response in Support of Lead Plaintiff Motion — Wax v. Cross River Bank (D.N.J.)same docket · 2024-12-23
  3. Defendant’s Limited Response to Lead Plaintiff Motion — Wax v. Cross River (D.N.J.)same case · 2024-12-23
  4. Order Appointing Lead Plaintiff and Lead Counsel — Wax v. Cross River (D.N.J.)same docket · 2025-01-08
  5. Pre-Motion Conference Letter — Wax v. Cross River Banksame docket · 2025-02-28
  6. Brief in Support of Motion to Dismiss — Wax v. Cross River Banksame docket · 2025-04-09
  7. Reply Brief in Support of Motion to Dismiss — Wax v. Cross River Bank (D.N.J.)same docket · 2025-07-23
  8. Exhibit 1: Sunlight 10-Q/A (Q3 2021) — Wax v. Cross Riversame docket · 2025-07-25
  9. Exhibit 4: Sunlight Bankruptcy Confirmation Order — Wax v. Cross River (D.N.J.)same docket · 2025-07-25
  10. Exhibit 5: CRB–Sunlight Loan Program Agreement — Wax v. Cross River (D.N.J.)same docket · 2025-07-25
  11. Exhibit 6: CRB–Sunlight Loan and Security Agreement — Wax v. Cross River (D.N.J.)same case · 2025-07-25
  12. Exhibit 7: Millunchick v. Sunlight Second Amended Complaint — Wax v. Cross River (D.N.J.)same case · 2025-07-25
  13. Exhibit 8: Millunchick v. Sunlight Settlement Stipulation — Wax v. Cross River (D.N.J.)same case · 2025-07-25
  14. Exhibit 9: Sunlight Response to Wax's Settlement Objection — Wax v. Cross River (D.N.J.)same case · 2025-07-25
  15. Exhibit A: Millunchick Fairness Hearing Transcript — Wax v. Cross River (D.N.J.)same case · 2025-07-25
  16. Exhibit: Millunchick Settlement Notice — Wax v. Cross Riversame case · 2025-07-25
  17. Notice of Motion to Dismiss — Wax v. Cross River Banksame docket · 2025-07-25
  18. Plaintiff's Opposition to Motion to Dismiss — Wax v. Cross River Bank (D.N.J.)same docket · 2025-07-25

Part of: Wax v. Cross River Bank — U.S. District Court, District of New Jersey · U.S. District Court for the District of New Jersey · Other pandemic litigation · Lender and platform litigation · Exhibits and declarations · 2025 · Court filings

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