On December 21, 2020 a
Exhibit,Appendix
was filed
involving a dispute between
Yasemin Tekiner,
Yasemin Tekiner
In Her Individual Capacity, As A Beneficiary And A Trustee Of The Yasemin Tekiner 2011 Descendants Trust And Derivatively As A Holder Of Equitable Interests In A Shareholder Or A Member Of The Company Defendants,
and
254-258 W. 35Th St. Llc,
Berrin Tekiner,
Billur Akipek
In Her Capacity As A Trustee Of The Yasemin Tekiner 2011 Descendants Trust,
Bremen House Inc.,
Bremen House Texas, Inc.,
German News Company, Inc.,
German News Texas, Inc.,
Gonca Tekiner,
Zeynep Tekiner,
for Commercial Division
in the District Court of New York County.
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FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021
EXHIBIT E
FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021
WRITl'EN CONSENT
OF
GERMAN NEWS COMPANY. INC.
The undersigned. being all of the shareholders. officers and directors of GERMAN NEWS
COMPANY, INC., a New York corporation(the "Corporadonj, in lieuof a meeting of the
shareholder, officers and direclors of the Corporation. hereby consent to lhe ndoption of the following
resolutions:
WHEREAS, it is in lhe best intercslS of the Corporation to enter into that certain Contract of
Sale (the '"Contract") between lhe Corporation, and ils affiliate. Bremen House. Inc. \BRlj,
collectively as seller, and Extcll Acquisitions LLC, as purchaser (including its successors and assigns.
'"Purchaser"), pursuant to which, lhe Corporation and BHI will be selling. and Purcbascr will be
purchasing. (i) the Corporation's rights title and inlel'CSIS in the properties known as 300 &: 304 EaSI
86lh Street. and 1372-1378 Lexington Avenue, New York. NY ( lhe "Property") and (ii) BHrs
rights. title and intcreslS in the properties known as 1653-1659 1st Avenue. 220 East 86da Street. 217
&: 219 East 8.5lh Street and 1372-1378 Lexington Avenue. New York. NY
NOW, THEREFORE. it is hereby
RESOLVED, that Corporation is authorized and dUcctcd to complete negotiad.ons and enter
into the Contract and to sign any and all documents and make any and all payments which may be
necessary to convey the Property inaccordance wilh lhe tenns and conditions contained in the
Contract; and
BE IT FURTHER RESOLVED, that Billur Akipek, Berrio Tekinc:r, Zeyncp Tekiner, Oom:a
Tckincr (aJJc/a OonjaHartmann Tekiner) or Yasemin Tekiner (aNa Jasmin Telaner), each m:tmg
alone. as an nuthorized signatory of the Corporation. (the "Authorized Signmoryj be. and hereby is.
authorized to execute and deliver, in the name and on behalf of lhe Corporation, and as an official iu:t
of the Corporation. a deed for lhe Property, affidavits of title, and any and llll such other agreements.
instruments and other documents, to pay all such amounts, costs, fees and expcoses and to tlkc llll
such ftnther action as may be required or appropriate under lhe provisions of the CoDlmet or any other
docwnents, as such Authorized Signatory deems necessary or appropriate to cfrcctuate the transfer of
title of theProperty to Pun:hascr,the form of said documents to be in form as theAuthorized
Signatory sbllU deem necessary, and the signattR of the Authorized Signatory in their capacity as the
Aulhorized Signatory, being conclusive evidence oflhe Corporation's agreement to tho form or such
document ·
BE IT FURTHER RESOLVED, that any and all actions heretofore taken by the
Corporation, nny Aulhorized Signatory and by any officer or director of the Corpol'Dlion on behalf or
the Corporation, in connection with the sale of the Propcny to lhe Purchllser, are hereby ratified in
their entirety.
BE IT FURTHER RESOLVED, thatthis consent may be executed inany number or
counterparts, by portable document format (i.e., pdf) and &csimile signature, each or which shall be
deemed an original, all of which taken together constitute one and the same instrwncnL
[REMAJNDER OF PAGE INTENTIONALLY LEFr BLANK.- SIGNATURE PAGE IMMEDIATELy FOLLOWS}
FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021
IN WITNESS WHEREOF, being allof theshareholders and allof the officers and di=eters
ofSepts
of theCorpo=tion, have executed thisconsent as ofthis 3rd day 020.
SHAREHOLDERS:
e: Jessicä Mo ceTitle:AVP & Trust OmcetChrisiana Trust,
stee ofThe Gonca Tekiner 2011 Deccendants Trust
ame: Jess Mosca Title:AVP & Trust OmcetChristianaTrust,
rusteeof The Yasemin Tekiner2011 Descendants Trust
ame: J Moyca Title:AVP & Trust OfEcer Christiana
Trust,
of The Zeynep Tekiner Ozaltin2011 Descendants Trust
OFFICE D CTORS:
Name: Gonja Hartm nn Tekiner Name: BillurAkipek
Title: President& Director Title: Vice P dent,Secretary& Director
Name: Yasemin Tekiner N e: Berrin Tekiner
Title: Treasurer Title: Director
2
LSHEPPS/13772.0001/2866132
FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021
IN WITNESS WHEREOF, beingallof the sh:=hal:k-aand all f and directors
e officers
of the Carpcratica,
have executedthis consent
as of this o 020.
ani__day
SHAREHOLDERS:
Title- AVP & Trust
. JessicaMo ca OllicoÇChristiana Trust,
rustec of The Gonca Tckiner
2011 Descendants Trust
' & Trust Olticot Christiana Trust,
ame: JesseMcpca Title:AVP
rustee of the Yasemin Tckiner
2011 Descendants Trust
ame: Mosen Title•AVP&Trust
OfHessChristiana Trust,
of 2011 Descendants Trust
1he Zeynep Tekiner Ozaltin
OFFICERS & DIRECTORS:
Name: Gonja Hamnann Tekiner Name BillurAkipek
Title: President & Director Title:Vice President, Secretary & Director
Name· asemin Tekiner Name: Berrin Tekiner
Titl reasurer Title: Director
LSitEPPSfl3772.o001r2866:32
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FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021 EXHIBIT E FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021 WRITl'EN CONSENT OF GERMAN NEWS COMPANY. INC. The undersigned. being all of the shareholders. officers and directors of GERMAN NEWS COMPANY, INC., a New York corporation(the "Corporadonj, in lieuof a meeting of the shareholder, officers and direclors of the Corporation. hereby consent to lhe ndoption of the following resolutions: WHEREAS, it is in lhe best intercslS of the Corporation to enter into that certain Contract of Sale (the '"Contract") between lhe Corporation, and ils affiliate. Bremen House. Inc. \BRlj, collectively as seller, and Extcll Acquisitions LLC, as purchaser (including its successors and assigns. '"Purchaser"), pursuant to which, lhe Corporation and BHI will be selling. and Purcbascr will be purchasing. (i) the Corporation's rights title and inlel'CSIS in the properties known as 300 &: 304 EaSI 86lh Street. and 1372-1378 Lexington Avenue, New York. NY ( lhe "Property") and (ii) BHrs rights. title and intcreslS in the properties known as 1653-1659 1st Avenue. 220 East 86da Street. 217 &: 219 East 8.5lh Street and 1372-1378 Lexington Avenue. New York. NY NOW, THEREFORE. it is hereby RESOLVED, that Corporation is authorized and dUcctcd to complete negotiad.ons and enter into the Contract and to sign any and all documents and make any and all payments which may be necessary to convey the Property inaccordance wilh lhe tenns and conditions contained in the Contract; and BE IT FURTHER RESOLVED, that Billur Akipek, Berrio Tekinc:r, Zeyncp Tekiner, Oom:a Tckincr (aJJc/a OonjaHartmann Tekiner) or Yasemin Tekiner (aNa Jasmin Telaner), each m:tmg alone. as an nuthorized signatory of the Corporation. (the "Authorized Signmoryj be. and hereby is. authorized to execute and deliver, in the name and on behalf of lhe Corporation, and as an official iu:t of the Corporation. a deed for lhe Property, affidavits of title, and any and llll such other agreements. instruments and other documents, to pay all such amounts, costs, fees and expcoses and to tlkc llll such ftnther action as may be required or appropriate under lhe provisions of the CoDlmet or any other docwnents, as such Authorized Signatory deems necessary or appropriate to cfrcctuate the transfer of title of theProperty to Pun:hascr,the form of said documents to be in form as theAuthorized Signatory sbllU deem necessary, and the signattR of the Authorized Signatory in their capacity as the Aulhorized Signatory, being conclusive evidence oflhe Corporation's agreement to tho form or such document · BE IT FURTHER RESOLVED, that any and all actions heretofore taken by the Corporation, nny Aulhorized Signatory and by any officer or director of the Corpol'Dlion on behalf or the Corporation, in connection with the sale of the Propcny to lhe Purchllser, are hereby ratified in their entirety. BE IT FURTHER RESOLVED, thatthis consent may be executed inany number or counterparts, by portable document format (i.e., pdf) and &csimile signature, each or which shall be deemed an original, all of which taken together constitute one and the same instrwncnL [REMAJNDER OF PAGE INTENTIONALLY LEFr BLANK.- SIGNATURE PAGE IMMEDIATELy FOLLOWS} FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021 IN WITNESS WHEREOF, being allof theshareholders and allof the officers and di=eters ofSepts of theCorpo=tion, have executed thisconsent as ofthis 3rd day 020. SHAREHOLDERS: e: Jessicä Mo ceTitle:AVP & Trust OmcetChrisiana Trust, stee ofThe Gonca Tekiner 2011 Deccendants Trust ame: Jess Mosca Title:AVP & Trust OmcetChristianaTrust, rusteeof The Yasemin Tekiner2011 Descendants Trust ame: J Moyca Title:AVP & Trust OfEcer Christiana Trust, of The Zeynep Tekiner Ozaltin2011 Descendants Trust OFFICE D CTORS: Name: Gonja Hartm nn Tekiner Name: BillurAkipek Title: President& Director Title: Vice P dent,Secretary& Director Name: Yasemin Tekiner N e: Berrin Tekiner Title: Treasurer Title: Director 2 LSHEPPS/13772.0001/2866132 FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 27 RECEIVED NYSCEF: 01/15/2021 IN WITNESS WHEREOF, beingallof the sh:=hal:k-aand all f and directors e officers of the Carpcratica, have executedthis consent as of this o 020. ani__day SHAREHOLDERS: Title- AVP & Trust . JessicaMo ca OllicoÇChristiana Trust, rustec of The Gonca Tckiner 2011 Descendants Trust ' & Trust Olticot Christiana Trust, ame: JesseMcpca Title:AVP rustee of the Yasemin Tckiner 2011 Descendants Trust ame: Mosen Title•AVP&Trust OfHessChristiana Trust, of 2011 Descendants Trust 1he Zeynep Tekiner Ozaltin OFFICERS & DIRECTORS: Name: Gonja Hamnann Tekiner Name BillurAkipek Title: President & Director Title:Vice President, Secretary & Director Name· asemin Tekiner Name: Berrin Tekiner Titl reasurer Title: Director LSitEPPSfl3772.o001r2866:32