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Stephen R. Cochell

The Cochell Law Firm, P.C.

7026 Old Katy Road, Ste. 259

Houston, Texas 77096

Telephone: (713)980-8796

Facsimile: (214) 980-1179

srcochell@gmail.com

Counsel for Jeffrey Baron

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re: §

§ Case No. 09-34784-SGJ

ONDOVA LIMITED COMPANY, § (Chapter 11)

§ Emergency Relief Requested

Debtor §

JEFFREY BARON’S EMERGENCY MOTION FOR STAY PENDING APPEAL

TO THE HONORABLE JUDGE OF SAID COURT:

Jeffrey Baron (“Baron”) Appellant, files this Motion for Stay Pending Appeal and would

show this Court as follows:

1. On October 26, 2012 this Court entered its Order Granting Trustee’s Motion for

An Order Approving Proposed Auction Procedures [Document No. 878] (the “Order”) which

granted the Trustee authority to sell certain property which presumably include two portfolios of

domain names from Novo Point, L.L.C. and Quantec, L.L.C. to obtain funds for the Estate.

2. Jeffrey Baron seeks a stay pending appeal before this court pursuant to

Bankruptcy Rule 8005. The criteria for a stay pursuant to Rule 8005 are well established. The

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Movant must show: (1) likelihood of success on the merits, (2) irreparable injury if the stay is not

granted, (3) absence of substantial harm to the other parties from granting the stay and (4)

service to the public interest from granting the stay. Hunt v. Bankers Trust Co., 799 F. 2d 1060,

1067 (5

Cir. 1986). With regard to the likelihood of success prong, a movant should only have

to present a substantial case on the merits. S.C. of Okaloosa, Inc., 2006 U.S. Dist. LEXIS 57187

(W.D. La. 2006).

3. As this Motion is filed, Mr. Baron has not yet filed his statement of issues on

appeal. Without limiting the issues to be presented on appeal, there are substantial legal

questions presented including, but not limited to whether the Court has jurisdiction over the

domain name or whether the pending appeal of the receivership orders to the Fifth Circuit Court

of Appeals deprives this court of jurisdiction to sell the assets, whether the Bankruptcy Court has

jurisdiction over non-debtor assets (i.e. the domain name portfolios), and whether the court erred

in granting a sale of assets without taking any evidence on the need for the auction, the

commercial reasonableness of the Stalking Horse bid of $4.1 million, the need for a full

valuation of the assets prior to the auction, the marketing plan and adequacy of notice to

potentially qualified bidders in the domain name market, the limitations on type and format

information provided to potential qualified bidders (excluding electronic information), the

excessive escrow amount of $500,000 required for a qualified bidder to be allowed inspection of

a list of 153,000 domain names and then be required to conduct due diligence within the

relatively brief time period allowed between access to the domain name list and the November 9,

2012 auction date, the severe loss that would be incurred if the domain name portfolios were sold

in one “batch” versus sale as individual or smaller groups of domain names over a longer period

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of time, there was no immediate need to sell the domain name portfolios, whether limitations on

expedited discovery deprived Jeffrey Baron of due process, the Stalking Horse bidder is not a

bona fide purchaser and has interfered with discovery in the instant case, and that the value of the

portfolios would not decline if the auction were deferred to later date.

4. The Court has authorized the sale of an asset which does not belong to the Estate

and is the property of a non-debtor.

5. Likelihood of Success. The Trustee did not present evidence at the hearing but

simply relied on the argument of counsel. The Trustee and the Receiver acknowledge that the

Novo Point and Quantec portfolios are property of the Receiver, not the Estate. The Trustee did

not present evidence showing that it had a right to sell the property of a non-debtor, that such a

sale should be conducted outside the ordinary course of business, or that there was a need to sell

the entire group of more than 153,000 domain names this week for the Stalking Horse bid

starting at $4.1 million, rather than sell the domain names in three months, or over a period of an

extended period of time to obtain the fair market value of the estate.

6. Irreparable injury to Jeffrey Baron. As demonstrated in the record of hearing

before the Court, and Jeffrey Baron’s objections to the Chapter 11 Plan and Motion to Strike or

to Continue Auction (Document No. 895, filed under seal) Jeffrey Baron believes that the $4.1

million Stalking bid grossly understates the value of the Novo Point and Quantec portfolios, that

the value of the domain names will not decline over the short term period of six months or a

year. Should the Trustee sell the domain names and it is later determined, as Mr. Baron alleges,

that the Trustee cannot sell the property of a non-debtor, that the auction procedures limited

and/or chilled the number of qualified bidders able to participate in the auction, and/or that the

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conduct of the Stalking Horse bidder interfered and compromised the judicial process leading up

to the auction, Mr. Baron will have no remedy for his loss. Mr. Baron can only be made whole

through the rightful return of the domain names to Novo Point and Quantec.

7. No substantial harm to interested parties. For the same reasons as stated

above, the attorneys and the Estate have little risk of actual loss. Because the domain names

belong to Novo Point and Quantec, the Estate will have suffered no loss as it did not have any

ownership rights in the first instance. Because the value of the domain names will not decline in

the short term, no harm will occur to the Estate.

8. Substantial national importance. This is a case of substantial national

importance. The court is attempting to seize and liquidate tens of millions of dollars in non-

estate assets of a creditor without due process. The liquidation would substantially harm the

creditors of Novo Point and Quantec who will be left without recourse, as well as the taxing

authorities to whom two years past due taxes are due for both entities.

WHEREFORE, PREMISES CONSIDERED, Jeffrey Baron prays that this Court grant

his Motion for Stay Pending Appeal and for such other and further relief to which it may show

himself justly entitled. Request is respectfully made for a ruling on this motion by 9:00PM on

November 6, 2012.

Dated: November 6, 2012

Very respectfully,

/s/ Stephen R. Cochell

Stephen R. Cochell

The Cochell Law Firm, P.C.

Texas Bar No. 24044255

7026 Old Katy Rd., Ste 259

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Houston, Texas 77096

(713)980-8796 (phone)

(713)980-1179 (facsimile)

srcochell@cochellfirm.com

CERTIFICATE OF SERVICE

This is to certify that, on November 6, 2012, a copy of the above was served on all

counsel of record through the Court’s ECF filing system.

! ! ! ! ! !

/s/ Stephen R. Cochell

Stephen R. Cochell

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