Preview
FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023
SUPREME COURT OF THE STATE OF NEW YORK
COMMERCIAL DIVISION: NEW YORK COUNTY
-------------------------------------------------------------- x
YASEMIN TEKINER, in her individual capacity, as :
a beneficiary and a Trustee of The Yasemin Tekiner : Index No.: 657193/2020
2011 Descendants Trust and derivatively as a holder :
of equitable interests in a shareholder or a member : Commercial Division Part 3
of the Company Defendants, :
Plaintiff, : Hon. Joel M. Cohen, J.S.C.
:
- against m : Motion Seq. No. __
:
BREMEN HOUSE INC., GERMAN NEWS :
COMPANY, INC., BERRIN TEKINER, GONCA :
TEKINER, and BILLUR AKIPEK, in her capacity :
as a Trustee of The Yasemin Tekiner 2011 :
Descendants Trust, :
Defendants. :
-------------------------------------------------------------- x
ZEYNEP TEKINER, :
:
in her individual capacity, as a :
beneficiary and a Trustee of The Zeynep :
Tekiner 2011 Descendants Trust and :
derivatively as a holder of equitable :
interests in a shareholder or a member of :
the Company Defendants, :
:
Intervenor-Plaintiff, :
:
- :
against- :
:
BREMEN HOUSE INC., GERMAN NEWS :
COMPANY, INC., BERRIN TEKINER, GONCA :
TEKINER, and BILLUR AKIPEK, in her capacity :
as a Trustee of The Zeynep Tekiner 2011 :
Descendants Trust, :
:
Defendants. :
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AFFIDAVIT OF YASEMIN TEKINER
YASEMIN TEKINER, being duly sworn, deposes and says:
1. I am a plaintiff in this action. I make this affidavit in support of my and my co-
b^S[`f[XX OWk`Wb JW][`Wdpe %nOWk`Wbpeo& Motion %nMotiono& eWW][`Y fZW Sbba[`f_W`f aX a
temporary receiver to manage defendants Bremen House Inc. and German News Company, Inc.
%fZW n9a_bS`ko& S`V*ad S bdW^[_[`Sdk [`\g`Uf[a` fa bdafWUf fZW 9a_bS`kpe SeeWfe. I make this
affidavit based on my personal knowledge of the matters set forth herein, my knowledge of my
XS_[^kpe Tge[`Wee S`V Ua_bS`[We, and my review of documents produced in discovery.
2. I am a trustee and beneficiary of The Yasemin Tekiner 2011 Descendants Trust (the
nNSeW_[` Jdgefo& iZ[UZ' [` -+,,' iSe Xad_WV [` adVWd fa Za^V S a`W-third interest in the Company
for the benefit of me and my descendants. The vast majority of the holdings of the Yasemin Trust,
which includes many properties, are tied up in interests in the Company and Defendants.
After the Court Reinstated Me as a Director and Officer, Zeynep and I Repeatedly
Requested a Special Meeting and Company Books and Records
3. In December 2020, in retaliation for my filing of this lawsuit, Defendants conspired
to wrongfully terminate me from my positions as a director and officer of the Company. (See
generally NYSCEF Doc. 548 (Second Amended Complaint).)
4. In March 2022, I moved to renew my request to enjoin my termination in large part
due to: (1) my concern that the Company was pursuing ill-advised transactions, and (2) my desire
to protect the one-third equity interest my Trust holds in the Company. NYSCEF Doc. 163-198.
5. One of the reasons I gave this Court in support of my request to be reinstated to my
Company positions was my desire to have input in key decisions being made for the Company. I
have been concerned that there have been material transactions (such as the bargain basement sale
aX bdabWdfk fa ;jfW^^& fZSf ZShW `af TWW` [` fZW 9a_bS`kpe TWef [`fWdWefe)
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6. Since being reinstated to my prior positions within the Company, I have been
attempting to fulfill my duties and exercise my rights as a director and officer.
My Request for a Special Meeting and TIF -OMPBNYZS Books and Records
7. As both Zeynep and I are directors of Bremen House, upon our demand, Section
3.11(a) fZW 9a_bS`kpe 8k^Sie dWcg[dWe 8Wdd[` S`V*ad =a`US fa US^^ S ebWU[S^ _WWf[`Y aX fZW 8aSdV)
See NYSCEF Doc. 453.
8. To that end, on May 19, 2022, Zeynep and I sent a letter to Berrin Tekiner
%n8Wdd[`o&' =a`US JW][`Wd %n=a`USo& S`V 8[^^gd 7][bW] %n8[^^gdo& (collectively, the
nDefendantso&, requesting that a special meeting of the Board of Directors be called %fZW nCSk ,4th
Letter. See NYSCEF Doc. 452.
9. We asked for this special meeting a` nfZW WSd^[Wef VSfW baee[T^Wo' [` adVWd fa V[eUgee5
(1) the current financial status of Bremen House; (2) any material financial or business changes
experienced by Bremen House from December 1, 2020 to the present; and (3) any efforts
concerning recent, pending, and anticipated purchases, sales, leasing, and marketing of properties
owned or managed by Bremen House. As the Defendants wrongfully terminated me in December
2020 and had kept me away from the Company for 18 months, it was crucially important for me
to YS[` ]`ai^WVYW aX fZW 9a_bS`kpe X[`S`UWe S`V abWdSf[a`e Vgd[`Y fZ[e bWd[aV, so that I could
properly fulfill my duties as a director and officer.
10. In addition, Zeynep and I included in the May 19th Letter a written demand to for
SUUWee fa UWdfS[` aX fZW 9a_bS`kpe Taa]e S`V dWUadVe) ?` _S][`Y fZ[e VW_S`V' ? eagYZf fa W`egdW
that my requests were limited and targeted in scope and time, in order to properly balance my
responsib[^[fk fa ]WWb _keW^X Sbbd[eWV aX fZW 9a_bS`kpe abWdSf[a`e' iZ[^W S^ea TW[`Y _[`VXg^ aX
any burden m however minor m such a request may impose on the Company.
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11. As such, I only requested to inspect the following nine categories of documents,
and only for the period of time between December 1, 2020 and the present (i.e., the time period
during which I was wrongfully excluded from Company business):
i. A current listing of all assets and liabilities of the Company, including but
not limited to any mortgages or other debts of the Company.
ii. The annual balance sheets and profit and loss statements for the Company.
iii. All appraisals, valuations, or similar analyses concerning the market value
of any properties owned, managed or previously owned, by the Company.
iv. All documents or other records relating to the terms of purchase and the
source of the purchase price for the purchase and the terms of sale for the
recent sale and use of sales proceeds for the property located at 5
Georgetowne North located in Greenwich, CT.
v. All documents or other records relating to the terms of purchase and the
source of the purchase price for the purchase for an apartment located at
124 East 79th Street.
vi. All documents or other record relating to the terms of sale and use of sale
proceeds for apartments located at 40 East 78th Street, 140 East 63rd Street
and 177 East 77th Street and for the property located at 15 Brookby Road in
Scarsdale.
vii. All documents or other records relating to the marketing and potential sale
of the property located at 254-258 West 35th Street, which is managed by
Bremen House and the property located at 1320 Madison Ave. which is
owned by Bremen House, including but not limited to any offers received
and any contracts of sale.
viii. All documents relating fa fZW dWadYS`[lSf[a` aX fZW 9a_bS`kpe egTe[V[Sd[We
that hold its Texas shopping center properties and the formation of Breme
La Porte and Bremen Miami.
ix. All board materials, including but not limited to, meeting minutes, agendas,
notes decks, presentation material, consents and/or resolutions.
12. In response to our May 19th Letter, Defendants did not hold a Special Meeting, or
produce any books and records.
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13. On July 1, 2022, Zeynep and I sent a letter to Defendants again, following up on
our request for a special meeting, and reiterating our request to be provided access to the
9a_bS`kpe Taa]e S`V dWUadVe) See NYSCEF Doc. 641.
14. On September 29, 2022, I emailed Sadan to indicate that Zeynep and I wanted to
h[e[f ISVS`pe office the following week in order to review the ledger. A true and correct copy of
the September 29, 2022 email is attached hereto as Exhibit A.
15. On October 5, 2022, I followed up with Sadan regarding the office visit the next
day and reiterating my previous request for financial documents and for her help the next day
running some basic financial reports. A true and correct copy of the October 5, 2022 email is
attached hereto as Exhibit B.
16. On October 5, 2022, Billur emailed me, removing Sadan from the thread, stating
that a paralegal would provide me with the log in credentials for Quickbooks' Tgf fZSf n`a a`W W^eW
will be there during that time.o A true and correct copy of the October 5, 2022 email is attached
hereto as Exhibit C.
17. Indeed on October 6, 2022, only a Pryor Cashman paralegal was present and had
he no knowledge of the ledger. He said the employees would not be available to me and Zeynep
and if we wanted any reports or financial information, we could have him ask Pryor Cashman
attorneys.
18. It is simply impossible for me (and for Zeynep) to perform my duties as a director
and officer under these unnecessary constraints and I feel as though the Defendants have once
again wrongfully terminated me from my positions, leaving me as an officer and director in name
only. It is clear that Defendants are refusing to give me access to the most basic of information on
fZW 9a_bS`kpe UgddW`f X[`S`U[S^e Xad fia dWSea`e5 %,& fa Z[VW fZW[d Ydaee _[e_S`SYW_W`f S`V a`-
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going corporate waste (which, as set forth below, has only accelerated since this lawsuit was filed);
S`V %-& fa XgdfZWd fZW[d XS^eW `SddSf[hW fZSf ? Va `af nUa`fd[TgfWo fa fZW 9a_bS`kpe Tge[`Wee)
19. For example, when Defendants asked for my consent for the sale of the
Tanglewylde Property, I requested additional information in an attempt to fulfill my duties as a
director and officer of the Company. Defendants refused to provide much of this information.
Having no information regarding the proposed use of the sale proceeds or the current financial
situation of the Company, I proposed that we consent to the sale but that the sale proceeds be
placed into escrow so that there would be some accountability for how those proceeds were spent.
Defendants refused. As Defendants admit, however, I did not (and do not) object to the sale of the
Tanglewylde Property; rather, I simply proposed that the proceeds be placed in escrow to ensure
that they are best used for the benefit of the Company. If Defendants, as they claim, planned to
use these funds for operational expenses, there would be no issue in placing the funds in escrow
g`VWd fZW 8aSdVpe Ua`fda^)
20. Despite refusing to hold the duly requested special board meeting that me and
Zeynep asked for, Defendants rushed to schedule a Board meeting to review the Tanglewylde
transaction. At this June 15, 2022 meeting, the sole topic that Defendants permitted to be discussed
was their motion to approve the Tanglewylde Property sale with no strings attached, despite my
and Zek`Wbpe CSk ,4th demand for a special meeting. At the _WWf[`Y :WXW`VS`fep Uag`eW^'
L[Ufad[S 9adVWd %nCe) 9adVWdo&' SffW`VWV Se Uag`eW^ Xad :WXW`VS`fe) ? Se]WV Ce) 9adVWd directly
who she was representing on the call, and she confirmed that she was representing not only the
Company, but also Berrin and Gonca as directors and officers of the Company. She made clear
that she was not extending that representation to Yasemin or Zeynep as officers and directors. As
such, I sought to have my counsel join the meeting, but Ms. Corder did not allow him into the
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remote call. Ms. Corder then attempted to keep the meeting running in accordance with what was
apparently a pre-written script (even though Berrin got the sales price wrong) and prevented related
issues from being discussed. Ms. Corder also interrupted to provide information and guidance to
8Wdd[`' VWeb[fW U^S[_[`Y fa a`^k TW [` fZW _WWf[`Y Xad fZW bgdbaeWe aX nfS][`Y `afWe)o During the
meeting, Zeynep and I specifically inquired as to: (1) what the urgency was to sell the property,
particularly given that the Company has approximately $3 million in cash reserves; and (2) for
what purpose the sale proceeds would be used. Defendants refused to answer these reasonable
inquiries. Because Defendants refused to provide any information as to what the proceeds were
for, Zeynep and I made a motion for the Company to put the sale proceeds in escrow to be used
only for the benefit of the Company m which would have negated any need for the current Motion.
Ms. Corder, however, refused to even allow that motion to be heard, saying it was not on the
agenda and could be considered at another day.
21. Defendantsp stonewalling of my efforts to gain information on fZW 9a_bS`kpe
finances, and their refusal to allow for any oversight or accountability into how they intend to
ebW`V fZW 9a_bS`kpe Xg`Ve' [e WebWU[S^^k Ua`UWd`[`Y Y[hW` :WXW`VS`fep SbbSdW`f [`fW`f[a` fa eW^^-
aXX fZW 9a_bS`kpe SeeWfe ane-by-one, bleeding the Company dry until there is nothing left.
Defendants Have Barely Included Me and Zeynep on Any E-mails Related to the Company,
Notwithstanding Their Promise to Do So
22. As part of their July 21st agreement, Defendants promised that, effective
immediately, Defendants would include Yasemin and Zeynep on all e-mails that relate to:
(1) operations of the Company for any material events, and/or (2) significant matters regarding
property sales. Further, on September 5, 2022, Defendants agreed that they would advise me and
OWk`Wb fZSf fZWk SYdWWV fZSf fZWk iag^V geW $0+'+++)++ Se fZW nTW`UZ_Sd] Xad fZW _SfWd[S^[fk aX
9a_bS`k VWU[e[a`e)o (See NYSCEF Doc. 834).
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23. Defendants have broken this agreement. In in the month of September 2022 alone,
:WXW`VS`fe fdS`eXWddWV S_ag`fe WcgS^ fa ad YdWSfWd fZS` $0+'+++)++ Xda_ fZW 9a_bS`kpe TS`]
account on seven difference occasions since the September 5. 2022 agreement.
Defendants Ignore Virtually All of @BSFMJNZS BNE AFYNFPZS /MBJLS
24. On July 5, 2022, I sent an email to Billur, Berrin, and Gonca requesting to be kept
abreast of material business transactions and dealings and, to that end, requested that Defendants
copy me on all communications about material transactions, exchanges and business dealings
concerning the Company. They never responded. A true and correct copy of the July 5, 2022
email is attached hereto as Exhibit D.
25. Also on July 5, 2022, I sent an email to Allen Beck and Denise Baumann requesting
that they send me financial documents related to the Company and my K-1 for my trust for the
years 2020, 2021 and half year 2022. They never responded. See NYSCEF Doc. 652, pg. 8.
26. 7^ea a` @g^k 0' -+-- ' ? eW`f S` W_S[^ fa ISVS` =gdTglfgd] %nISVS`o&' Uabk[`Y
Berrin and Gonca, requesting financial statements for the Company and its assets for the years
2020, 2021 and half year 2022. She never responded. A true and correct copy of the July 5, 2022
email is attached hereto as Exhibit E.
27. Also on July 5, 2022, I sent an email to Billur requesting that she send me the
current status of _k fdgefpe Za^V[`Ye' [`U^gV[`Y fZW UgddW`f hS^gW aX _k eZSdWe Se Ua_bSdWV fa fZW
last three years, and requested additional information related to my trust. She never responded.
See NYSCEF Doc. 652, pg. 10.
28. Also on July 5, 2022, I sent an email to Esther Luz, requesting that she send me and
Zeynep an email at the end of every week summarizing the key business transactions for that week
related to the Company. She did not respond. See NYSCEF Doc. 652, pg. 11.
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I Have Been Barred from the Office
29. On June 2, 2022, in a further effort to perform my duties as an officer and director
aX fZW 9a_bS`k' ? %S^a`Y i[fZ OWk`Wb& h[e[fWV fZW 9a_bS`kpe aXX[UWe [` DWi Nad] 9[fk SXfWd
traveling to the City from California.
30. MZW` ? Sdd[hWV Sf fZW 9a_bS`kpe aXX[UWe' `W[fZWd 8Wdd[` `ad =a`US iWdW bdWeW`f)
31. Billur, however, was present in the offices. Upon my arrival, Billur confronted me,
told me that I was not permitted in the office, that I was not permitted to see any Company records,
and forced me to leave. I was civil to Billur and others in the office and tried to be conciliatory
about my request.
32. Billur also informed me that she would not communicate with me directly and that
I must go through lawyers to discuss any business matters with her.
Defendants Conducted a Sham Board Meeting, Run by Their Lawyers, Regarding the Sale
of Tanglewylde Property
33. E` @g^k -2' -+--' ? eW`f S` W_S[^ fa :WXW`VS`fe dWXWdW`U[`Y :WXW`VS`fep bda_[eWe
as set forth in the July 21st Agreement, and requesting that Defendants immediately copy me on
all material business emails concerning the Company, and I requested that I be informed of all
current property sales that the Company is exploring. See NYSCEF Doc. 671.
34. On July 27, 2022, Billur W_S[^WV fZSf :WXW`VS`fe iag^V TW nUabk[`Y P_WQ a`
egTefS`f[hW' _SfWd[S^ Tge[`Wee W_S[^e Ya[`Y XadiSdV'o S`V 8[^^gd [VW`f[X[WV fZW eS^W aX 3,
JS`Y^Wik^VW 7hW`gW' 8da`jh[^^W' DWi Nad] %fZW nJS`Y^Wik^VW FdabWdfko& Se dWS^ WefSfW fZW
Company intended to sell. This email represented the very first communication that I received
Xda_ :WXW`VS`fe e[`UW fZW 9agdfpe 7bd[^ ,3' -+-- adVWd dW[`efSf[`Y _W [` _k bd[ad bae[f[a`e i[fZ
the Company. See NYSCEF Doc. 671.
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35. On July 27, 2022, I responded to Billur thanking her for her response and informing
her that the vote concerning the sale of the Tanglewylde Property had failed because Zeynep and
? ZSV hafWV n`ao a` Sbbdah[`Y fZW eS^W i[fZagf WeUdai) ?` _k W_S[^' ? S^ea dWcgWefWV fZSf
Defendants provide me the pertinent information concerning the sale of the Tanglewylde Property.
NYSCEF Doc. 812.
36. On August 1, 2022, after the Defendants failed to respond to the email that I sent
on July 27, 2022, I again wrote to Defendants requesting the pertinent information concerning the
sale of the Tanglewylde Property. NYSCEF Doc. 809.
37. On August 18, 2022, Gonca sent an email to me attaching the contract for the sale
of the Tanglewylde Property and she further indicated that a closing date had not been scheduled
Tgf :WXW`VS`fe iag^V gbVSfW _W nSe eaa` Se iW ZShW _adW VWfS[^e aX fZW eS^W' egUZ Se S U^ae[`Y
date.o A true and correct copy of the August 18, 2022 email is attached hereto as Exhibit F.
38. On August 24, 2022, I sent an email to Gonca noting that the July 1, 2022 closing
VSfW ZSV bSeeWV' S`V ? Se]WV SVV[f[a`S^ cgWef[a`e dW^SfWV fa fZW 9a_bS`kpe b^S`e i[fZ dWebWUf fa
the funds from the sale of the Tanglewylde Property and whether the Company had invested in
any other commercial properties as had been the plan in 2019. A true and correct copy of the
August 24, 2022 email is attached hereto as Exhibit G.
39. E` IWbfW_TWd ,-' -+--' 8[^^gd W_S[^WV _W fZSf fZW nbSdf[We X[`S^[lWV fZW
walkthrough on the premises at 81 Tanglewylde yesterday. Therefore, the closing will go forward
fa_addai IWbfW_TWd ,.' -+-- Sf -5++b_)o 7 fdgW S`V UaddWUf Uabk aX fZW IWbfW_TWd ,-' -+--
email is attached hereto as Exhibit H.
40. On September 13, 2022, I emailed Defendants reiterating my request that I be
included in all correspondence and communications concerning the sale of the Tanglewylde
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Property and other substantive business related to the Company. A true and correct copy of the
September 13, 2022 email is attached hereto as Exhibit H.
41. On September 29, 2022, I again emailed Defendants asking for information related
to the sale of the Tanglewylde property, including the planned use of the $3.65 million in funds.
In this same email, I requested the last three months of bank statements for all companies, asked
for any updates concerning the sale and marketing of 254 W. 35th Street, and restated my request
we hold a Special Meeting. A true and correct copy of the September 29, 2022 email is attached
hereto as Exhibit H.
42. On October 4, 2022, I followed up with Defendants regarding the information I
requested in my September 29, 2022 email. A true and correct copy of the October 4, 2022 email
is attached hereto as Exhibit I.
43. Later that day, on October 4, 2022, Billur sent me and Zeynep a purported
breakdown of the expenses that had been paid so far with the proceeds from the Tanglewylde sale.
I learned that over $850,000 of the sales proceeds had been spend on litigation-related legal fees
and a number of other transactions over $50,000 had already been executed without any prior
notice to me or Zeynep. A true and correct copy of the October 4, 2022 email is attached hereto
as Exhibit J.
44. 8[^^gdpe EUfaTWd /' -+-- W_S[^ XS[^WV fa _W`f[a` fZSf a` IWbfW_TWd -3' -+-- m
approximately two weeks after the closing of the Tanglewylde sale m Berrin transferred $1 million
to herself.
45. None of the condo or residential sales have been reinvested into new real estate or
the business. They have all gone to legal fees, or to line defendants pockets and Zeynep and my
trust assets have dissipated.
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Defendants Refuse to Provide Any Information to Me and Zeynep Regarding 35th Street
46. On July 5, 2022 and again on July 12, 2022, I sent an email to John Stewart and
Eric Anton, both with Marcus Millichap, requesting that they send me current and relevant
[`Xad_Sf[a` dWYSdV[`Y fZW bafW`f[S^ eS^W aX S`k aX fZW 9a_bS`kpe dWS^ WefSfW) E` @g^k ,/' -+--'
Cd) IfWiSdf dWeba`VWV fZSf ZW ZSV bdWh[age^k bdah[VWV VaUg_W`fe fa fZW 9a_bS`kpe Sffad`Wke)
On July 14, 2022, I sent a response email to Mr. Stewart, reiterating my request for current
[`Xad_Sf[a` Ua`UWd`[`Y S`k aX fZW 9a_bS`kpe bdabWdf[We fZSf CSdUge C[^^[UZSb iSe UgddW`f^k
attempting to sell and, for clarity, provided Mr. Stewart with a specific list of information to be
provided. Mr. Stewart did not respond. See NYSCEF Doc. 652, pgs. 12-14.
My Requests for a Special Meeting Continue to be Rebuffed
47. On February 1, 2023, I wrote to Pinar Nalbantoglu, the purported sole member of
my trust committee, asking him to vote to ask for a special meeting of the shareholders for each of
Bremen House, Inc. and German News Company, Inc. I stated that the purposes of the special
meeting of shareholders would be (1) to vote on a resolution terminating all indemnification of
Berrin, Gonca, and Billur, and terminating any further advancement of their legal fees; and (2) to
vote to instruct the corporate Trustee, WSFS Bank, not to participate in or permit and substantial
or non-routine expenditures from the Trust or involving entities in which the Trust holds interest.
I also sent a copy of this letter to WSFS Bank. Neither Pinar nor WSFS Bank have responded to
me. A true and correct copy of the February 1, 2023 letter is attached hereto as Exhibit K.
48. On February 15, 2023, Zeynep and I sent a further demand to Defendants for a
Special Meeting with a list of specific topics. Defendants have not responded. A true and correct
copy of the February 15, 2023 letter is attached hereto as Exhibit L.
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NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023
CERTIFICATION PURSUANT TO COMMERCIAL DIVISION RULE 17
I hereby certify that the foregoing Affidavit of Yasemin Tekiner complies with Rule 17 of
subdivision (g) of section 202.70 of the Uniform Rules for the Supreme Court and County Court
(Rules of Practice for the Commercial Division of the Supreme Court), and has a word count of
less than 7,000.
Dated: New York, New York
February 17, 2023
/s/ Benjamin H. Weissman
Benjamin H. Weissman
14
15 of 15
Preview
FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 SUPREME COURT OF THE STATE OF NEW YORK COMMERCIAL DIVISION: NEW YORK COUNTY -------------------------------------------------------------- x YASEMIN TEKINER, in her individual capacity, as : a beneficiary and a Trustee of The Yasemin Tekiner : Index No.: 657193/2020 2011 Descendants Trust and derivatively as a holder : of equitable interests in a shareholder or a member : Commercial Division Part 3 of the Company Defendants, : Plaintiff, : Hon. Joel M. Cohen, J.S.C. : - against m : Motion Seq. No. __ : BREMEN HOUSE INC., GERMAN NEWS : COMPANY, INC., BERRIN TEKINER, GONCA : TEKINER, and BILLUR AKIPEK, in her capacity : as a Trustee of The Yasemin Tekiner 2011 : Descendants Trust, : Defendants. : -------------------------------------------------------------- x ZEYNEP TEKINER, : : in her individual capacity, as a : beneficiary and a Trustee of The Zeynep : Tekiner 2011 Descendants Trust and : derivatively as a holder of equitable : interests in a shareholder or a member of : the Company Defendants, : : Intervenor-Plaintiff, : : - : against- : : BREMEN HOUSE INC., GERMAN NEWS : COMPANY, INC., BERRIN TEKINER, GONCA : TEKINER, and BILLUR AKIPEK, in her capacity : as a Trustee of The Zeynep Tekiner 2011 : Descendants Trust, : : Defendants. : -------------------------------------------------------------- x 1 1 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 AFFIDAVIT OF YASEMIN TEKINER YASEMIN TEKINER, being duly sworn, deposes and says: 1. I am a plaintiff in this action. I make this affidavit in support of my and my co- b^S[`f[XX OWk`Wb JW][`Wdpe %nOWk`Wbpeo& Motion %nMotiono& eWW][`Y fZW Sbba[`f_W`f aX a temporary receiver to manage defendants Bremen House Inc. and German News Company, Inc. %fZW n9a_bS`ko& S`V*ad S bdW^[_[`Sdk [`\g`Uf[a` fa bdafWUf fZW 9a_bS`kpe SeeWfe. I make this affidavit based on my personal knowledge of the matters set forth herein, my knowledge of my XS_[^kpe Tge[`Wee S`V Ua_bS`[We, and my review of documents produced in discovery. 2. I am a trustee and beneficiary of The Yasemin Tekiner 2011 Descendants Trust (the nNSeW_[` Jdgefo& iZ[UZ' [` -+,,' iSe Xad_WV [` adVWd fa Za^V S a`W-third interest in the Company for the benefit of me and my descendants. The vast majority of the holdings of the Yasemin Trust, which includes many properties, are tied up in interests in the Company and Defendants. After the Court Reinstated Me as a Director and Officer, Zeynep and I Repeatedly Requested a Special Meeting and Company Books and Records 3. In December 2020, in retaliation for my filing of this lawsuit, Defendants conspired to wrongfully terminate me from my positions as a director and officer of the Company. (See generally NYSCEF Doc. 548 (Second Amended Complaint).) 4. In March 2022, I moved to renew my request to enjoin my termination in large part due to: (1) my concern that the Company was pursuing ill-advised transactions, and (2) my desire to protect the one-third equity interest my Trust holds in the Company. NYSCEF Doc. 163-198. 5. One of the reasons I gave this Court in support of my request to be reinstated to my Company positions was my desire to have input in key decisions being made for the Company. I have been concerned that there have been material transactions (such as the bargain basement sale aX bdabWdfk fa ;jfW^^& fZSf ZShW `af TWW` [` fZW 9a_bS`kpe TWef [`fWdWefe) 2 2 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 6. Since being reinstated to my prior positions within the Company, I have been attempting to fulfill my duties and exercise my rights as a director and officer. My Request for a Special Meeting and TIF -OMPBNYZS Books and Records 7. As both Zeynep and I are directors of Bremen House, upon our demand, Section 3.11(a) fZW 9a_bS`kpe 8k^Sie dWcg[dWe 8Wdd[` S`V*ad =a`US fa US^^ S ebWU[S^ _WWf[`Y aX fZW 8aSdV) See NYSCEF Doc. 453. 8. To that end, on May 19, 2022, Zeynep and I sent a letter to Berrin Tekiner %n8Wdd[`o&' =a`US JW][`Wd %n=a`USo& S`V 8[^^gd 7][bW] %n8[^^gdo& (collectively, the nDefendantso&, requesting that a special meeting of the Board of Directors be called %fZW nCSk ,4th Letter. See NYSCEF Doc. 452. 9. We asked for this special meeting a` nfZW WSd^[Wef VSfW baee[T^Wo' [` adVWd fa V[eUgee5 (1) the current financial status of Bremen House; (2) any material financial or business changes experienced by Bremen House from December 1, 2020 to the present; and (3) any efforts concerning recent, pending, and anticipated purchases, sales, leasing, and marketing of properties owned or managed by Bremen House. As the Defendants wrongfully terminated me in December 2020 and had kept me away from the Company for 18 months, it was crucially important for me to YS[` ]`ai^WVYW aX fZW 9a_bS`kpe X[`S`UWe S`V abWdSf[a`e Vgd[`Y fZ[e bWd[aV, so that I could properly fulfill my duties as a director and officer. 10. In addition, Zeynep and I included in the May 19th Letter a written demand to for SUUWee fa UWdfS[` aX fZW 9a_bS`kpe Taa]e S`V dWUadVe) ?` _S][`Y fZ[e VW_S`V' ? eagYZf fa W`egdW that my requests were limited and targeted in scope and time, in order to properly balance my responsib[^[fk fa ]WWb _keW^X Sbbd[eWV aX fZW 9a_bS`kpe abWdSf[a`e' iZ[^W S^ea TW[`Y _[`VXg^ aX any burden m however minor m such a request may impose on the Company. 3 3 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 11. As such, I only requested to inspect the following nine categories of documents, and only for the period of time between December 1, 2020 and the present (i.e., the time period during which I was wrongfully excluded from Company business): i. A current listing of all assets and liabilities of the Company, including but not limited to any mortgages or other debts of the Company. ii. The annual balance sheets and profit and loss statements for the Company. iii. All appraisals, valuations, or similar analyses concerning the market value of any properties owned, managed or previously owned, by the Company. iv. All documents or other records relating to the terms of purchase and the source of the purchase price for the purchase and the terms of sale for the recent sale and use of sales proceeds for the property located at 5 Georgetowne North located in Greenwich, CT. v. All documents or other records relating to the terms of purchase and the source of the purchase price for the purchase for an apartment located at 124 East 79th Street. vi. All documents or other record relating to the terms of sale and use of sale proceeds for apartments located at 40 East 78th Street, 140 East 63rd Street and 177 East 77th Street and for the property located at 15 Brookby Road in Scarsdale. vii. All documents or other records relating to the marketing and potential sale of the property located at 254-258 West 35th Street, which is managed by Bremen House and the property located at 1320 Madison Ave. which is owned by Bremen House, including but not limited to any offers received and any contracts of sale. viii. All documents relating fa fZW dWadYS`[lSf[a` aX fZW 9a_bS`kpe egTe[V[Sd[We that hold its Texas shopping center properties and the formation of Breme La Porte and Bremen Miami. ix. All board materials, including but not limited to, meeting minutes, agendas, notes decks, presentation material, consents and/or resolutions. 12. In response to our May 19th Letter, Defendants did not hold a Special Meeting, or produce any books and records. 4 4 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 13. On July 1, 2022, Zeynep and I sent a letter to Defendants again, following up on our request for a special meeting, and reiterating our request to be provided access to the 9a_bS`kpe Taa]e S`V dWUadVe) See NYSCEF Doc. 641. 14. On September 29, 2022, I emailed Sadan to indicate that Zeynep and I wanted to h[e[f ISVS`pe office the following week in order to review the ledger. A true and correct copy of the September 29, 2022 email is attached hereto as Exhibit A. 15. On October 5, 2022, I followed up with Sadan regarding the office visit the next day and reiterating my previous request for financial documents and for her help the next day running some basic financial reports. A true and correct copy of the October 5, 2022 email is attached hereto as Exhibit B. 16. On October 5, 2022, Billur emailed me, removing Sadan from the thread, stating that a paralegal would provide me with the log in credentials for Quickbooks' Tgf fZSf n`a a`W W^eW will be there during that time.o A true and correct copy of the October 5, 2022 email is attached hereto as Exhibit C. 17. Indeed on October 6, 2022, only a Pryor Cashman paralegal was present and had he no knowledge of the ledger. He said the employees would not be available to me and Zeynep and if we wanted any reports or financial information, we could have him ask Pryor Cashman attorneys. 18. It is simply impossible for me (and for Zeynep) to perform my duties as a director and officer under these unnecessary constraints and I feel as though the Defendants have once again wrongfully terminated me from my positions, leaving me as an officer and director in name only. It is clear that Defendants are refusing to give me access to the most basic of information on fZW 9a_bS`kpe UgddW`f X[`S`U[S^e Xad fia dWSea`e5 %,& fa Z[VW fZW[d Ydaee _[e_S`SYW_W`f S`V a`- 5 5 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 going corporate waste (which, as set forth below, has only accelerated since this lawsuit was filed); S`V %-& fa XgdfZWd fZW[d XS^eW `SddSf[hW fZSf ? Va `af nUa`fd[TgfWo fa fZW 9a_bS`kpe Tge[`Wee) 19. For example, when Defendants asked for my consent for the sale of the Tanglewylde Property, I requested additional information in an attempt to fulfill my duties as a director and officer of the Company. Defendants refused to provide much of this information. Having no information regarding the proposed use of the sale proceeds or the current financial situation of the Company, I proposed that we consent to the sale but that the sale proceeds be placed into escrow so that there would be some accountability for how those proceeds were spent. Defendants refused. As Defendants admit, however, I did not (and do not) object to the sale of the Tanglewylde Property; rather, I simply proposed that the proceeds be placed in escrow to ensure that they are best used for the benefit of the Company. If Defendants, as they claim, planned to use these funds for operational expenses, there would be no issue in placing the funds in escrow g`VWd fZW 8aSdVpe Ua`fda^) 20. Despite refusing to hold the duly requested special board meeting that me and Zeynep asked for, Defendants rushed to schedule a Board meeting to review the Tanglewylde transaction. At this June 15, 2022 meeting, the sole topic that Defendants permitted to be discussed was their motion to approve the Tanglewylde Property sale with no strings attached, despite my and Zek`Wbpe CSk ,4th demand for a special meeting. At the _WWf[`Y :WXW`VS`fep Uag`eW^' L[Ufad[S 9adVWd %nCe) 9adVWdo&' SffW`VWV Se Uag`eW^ Xad :WXW`VS`fe) ? Se]WV Ce) 9adVWd directly who she was representing on the call, and she confirmed that she was representing not only the Company, but also Berrin and Gonca as directors and officers of the Company. She made clear that she was not extending that representation to Yasemin or Zeynep as officers and directors. As such, I sought to have my counsel join the meeting, but Ms. Corder did not allow him into the 6 6 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 remote call. Ms. Corder then attempted to keep the meeting running in accordance with what was apparently a pre-written script (even though Berrin got the sales price wrong) and prevented related issues from being discussed. Ms. Corder also interrupted to provide information and guidance to 8Wdd[`' VWeb[fW U^S[_[`Y fa a`^k TW [` fZW _WWf[`Y Xad fZW bgdbaeWe aX nfS][`Y `afWe)o During the meeting, Zeynep and I specifically inquired as to: (1) what the urgency was to sell the property, particularly given that the Company has approximately $3 million in cash reserves; and (2) for what purpose the sale proceeds would be used. Defendants refused to answer these reasonable inquiries. Because Defendants refused to provide any information as to what the proceeds were for, Zeynep and I made a motion for the Company to put the sale proceeds in escrow to be used only for the benefit of the Company m which would have negated any need for the current Motion. Ms. Corder, however, refused to even allow that motion to be heard, saying it was not on the agenda and could be considered at another day. 21. Defendantsp stonewalling of my efforts to gain information on fZW 9a_bS`kpe finances, and their refusal to allow for any oversight or accountability into how they intend to ebW`V fZW 9a_bS`kpe Xg`Ve' [e WebWU[S^^k Ua`UWd`[`Y Y[hW` :WXW`VS`fep SbbSdW`f [`fW`f[a` fa eW^^- aXX fZW 9a_bS`kpe SeeWfe ane-by-one, bleeding the Company dry until there is nothing left. Defendants Have Barely Included Me and Zeynep on Any E-mails Related to the Company, Notwithstanding Their Promise to Do So 22. As part of their July 21st agreement, Defendants promised that, effective immediately, Defendants would include Yasemin and Zeynep on all e-mails that relate to: (1) operations of the Company for any material events, and/or (2) significant matters regarding property sales. Further, on September 5, 2022, Defendants agreed that they would advise me and OWk`Wb fZSf fZWk SYdWWV fZSf fZWk iag^V geW $0+'+++)++ Se fZW nTW`UZ_Sd] Xad fZW _SfWd[S^[fk aX 9a_bS`k VWU[e[a`e)o (See NYSCEF Doc. 834). 7 7 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 23. Defendants have broken this agreement. In in the month of September 2022 alone, :WXW`VS`fe fdS`eXWddWV S_ag`fe WcgS^ fa ad YdWSfWd fZS` $0+'+++)++ Xda_ fZW 9a_bS`kpe TS`] account on seven difference occasions since the September 5. 2022 agreement. Defendants Ignore Virtually All of @BSFMJNZS BNE AFYNFPZS /MBJLS 24. On July 5, 2022, I sent an email to Billur, Berrin, and Gonca requesting to be kept abreast of material business transactions and dealings and, to that end, requested that Defendants copy me on all communications about material transactions, exchanges and business dealings concerning the Company. They never responded. A true and correct copy of the July 5, 2022 email is attached hereto as Exhibit D. 25. Also on July 5, 2022, I sent an email to Allen Beck and Denise Baumann requesting that they send me financial documents related to the Company and my K-1 for my trust for the years 2020, 2021 and half year 2022. They never responded. See NYSCEF Doc. 652, pg. 8. 26. 7^ea a` @g^k 0' -+-- ' ? eW`f S` W_S[^ fa ISVS` =gdTglfgd] %nISVS`o&' Uabk[`Y Berrin and Gonca, requesting financial statements for the Company and its assets for the years 2020, 2021 and half year 2022. She never responded. A true and correct copy of the July 5, 2022 email is attached hereto as Exhibit E. 27. Also on July 5, 2022, I sent an email to Billur requesting that she send me the current status of _k fdgefpe Za^V[`Ye' [`U^gV[`Y fZW UgddW`f hS^gW aX _k eZSdWe Se Ua_bSdWV fa fZW last three years, and requested additional information related to my trust. She never responded. See NYSCEF Doc. 652, pg. 10. 28. Also on July 5, 2022, I sent an email to Esther Luz, requesting that she send me and Zeynep an email at the end of every week summarizing the key business transactions for that week related to the Company. She did not respond. See NYSCEF Doc. 652, pg. 11. 8 8 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 I Have Been Barred from the Office 29. On June 2, 2022, in a further effort to perform my duties as an officer and director aX fZW 9a_bS`k' ? %S^a`Y i[fZ OWk`Wb& h[e[fWV fZW 9a_bS`kpe aXX[UWe [` DWi Nad] 9[fk SXfWd traveling to the City from California. 30. MZW` ? Sdd[hWV Sf fZW 9a_bS`kpe aXX[UWe' `W[fZWd 8Wdd[` `ad =a`US iWdW bdWeW`f) 31. Billur, however, was present in the offices. Upon my arrival, Billur confronted me, told me that I was not permitted in the office, that I was not permitted to see any Company records, and forced me to leave. I was civil to Billur and others in the office and tried to be conciliatory about my request. 32. Billur also informed me that she would not communicate with me directly and that I must go through lawyers to discuss any business matters with her. Defendants Conducted a Sham Board Meeting, Run by Their Lawyers, Regarding the Sale of Tanglewylde Property 33. E` @g^k -2' -+--' ? eW`f S` W_S[^ fa :WXW`VS`fe dWXWdW`U[`Y :WXW`VS`fep bda_[eWe as set forth in the July 21st Agreement, and requesting that Defendants immediately copy me on all material business emails concerning the Company, and I requested that I be informed of all current property sales that the Company is exploring. See NYSCEF Doc. 671. 34. On July 27, 2022, Billur W_S[^WV fZSf :WXW`VS`fe iag^V TW nUabk[`Y P_WQ a` egTefS`f[hW' _SfWd[S^ Tge[`Wee W_S[^e Ya[`Y XadiSdV'o S`V 8[^^gd [VW`f[X[WV fZW eS^W aX 3, JS`Y^Wik^VW 7hW`gW' 8da`jh[^^W' DWi Nad] %fZW nJS`Y^Wik^VW FdabWdfko& Se dWS^ WefSfW fZW Company intended to sell. This email represented the very first communication that I received Xda_ :WXW`VS`fe e[`UW fZW 9agdfpe 7bd[^ ,3' -+-- adVWd dW[`efSf[`Y _W [` _k bd[ad bae[f[a`e i[fZ the Company. See NYSCEF Doc. 671. 9 9 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 35. On July 27, 2022, I responded to Billur thanking her for her response and informing her that the vote concerning the sale of the Tanglewylde Property had failed because Zeynep and ? ZSV hafWV n`ao a` Sbbdah[`Y fZW eS^W i[fZagf WeUdai) ?` _k W_S[^' ? S^ea dWcgWefWV fZSf Defendants provide me the pertinent information concerning the sale of the Tanglewylde Property. NYSCEF Doc. 812. 36. On August 1, 2022, after the Defendants failed to respond to the email that I sent on July 27, 2022, I again wrote to Defendants requesting the pertinent information concerning the sale of the Tanglewylde Property. NYSCEF Doc. 809. 37. On August 18, 2022, Gonca sent an email to me attaching the contract for the sale of the Tanglewylde Property and she further indicated that a closing date had not been scheduled Tgf :WXW`VS`fe iag^V gbVSfW _W nSe eaa` Se iW ZShW _adW VWfS[^e aX fZW eS^W' egUZ Se S U^ae[`Y date.o A true and correct copy of the August 18, 2022 email is attached hereto as Exhibit F. 38. On August 24, 2022, I sent an email to Gonca noting that the July 1, 2022 closing VSfW ZSV bSeeWV' S`V ? Se]WV SVV[f[a`S^ cgWef[a`e dW^SfWV fa fZW 9a_bS`kpe b^S`e i[fZ dWebWUf fa the funds from the sale of the Tanglewylde Property and whether the Company had invested in any other commercial properties as had been the plan in 2019. A true and correct copy of the August 24, 2022 email is attached hereto as Exhibit G. 39. E` IWbfW_TWd ,-' -+--' 8[^^gd W_S[^WV _W fZSf fZW nbSdf[We X[`S^[lWV fZW walkthrough on the premises at 81 Tanglewylde yesterday. Therefore, the closing will go forward fa_addai IWbfW_TWd ,.' -+-- Sf -5++b_)o 7 fdgW S`V UaddWUf Uabk aX fZW IWbfW_TWd ,-' -+-- email is attached hereto as Exhibit H. 40. On September 13, 2022, I emailed Defendants reiterating my request that I be included in all correspondence and communications concerning the sale of the Tanglewylde 10 10 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 Property and other substantive business related to the Company. A true and correct copy of the September 13, 2022 email is attached hereto as Exhibit H. 41. On September 29, 2022, I again emailed Defendants asking for information related to the sale of the Tanglewylde property, including the planned use of the $3.65 million in funds. In this same email, I requested the last three months of bank statements for all companies, asked for any updates concerning the sale and marketing of 254 W. 35th Street, and restated my request we hold a Special Meeting. A true and correct copy of the September 29, 2022 email is attached hereto as Exhibit H. 42. On October 4, 2022, I followed up with Defendants regarding the information I requested in my September 29, 2022 email. A true and correct copy of the October 4, 2022 email is attached hereto as Exhibit I. 43. Later that day, on October 4, 2022, Billur sent me and Zeynep a purported breakdown of the expenses that had been paid so far with the proceeds from the Tanglewylde sale. I learned that over $850,000 of the sales proceeds had been spend on litigation-related legal fees and a number of other transactions over $50,000 had already been executed without any prior notice to me or Zeynep. A true and correct copy of the October 4, 2022 email is attached hereto as Exhibit J. 44. 8[^^gdpe EUfaTWd /' -+-- W_S[^ XS[^WV fa _W`f[a` fZSf a` IWbfW_TWd -3' -+-- m approximately two weeks after the closing of the Tanglewylde sale m Berrin transferred $1 million to herself. 45. None of the condo or residential sales have been reinvested into new real estate or the business. They have all gone to legal fees, or to line defendants pockets and Zeynep and my trust assets have dissipated. 11 11 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 Defendants Refuse to Provide Any Information to Me and Zeynep Regarding 35th Street 46. On July 5, 2022 and again on July 12, 2022, I sent an email to John Stewart and Eric Anton, both with Marcus Millichap, requesting that they send me current and relevant [`Xad_Sf[a` dWYSdV[`Y fZW bafW`f[S^ eS^W aX S`k aX fZW 9a_bS`kpe dWS^ WefSfW) E` @g^k ,/' -+--' Cd) IfWiSdf dWeba`VWV fZSf ZW ZSV bdWh[age^k bdah[VWV VaUg_W`fe fa fZW 9a_bS`kpe Sffad`Wke) On July 14, 2022, I sent a response email to Mr. Stewart, reiterating my request for current [`Xad_Sf[a` Ua`UWd`[`Y S`k aX fZW 9a_bS`kpe bdabWdf[We fZSf CSdUge C[^^[UZSb iSe UgddW`f^k attempting to sell and, for clarity, provided Mr. Stewart with a specific list of information to be provided. Mr. Stewart did not respond. See NYSCEF Doc. 652, pgs. 12-14. My Requests for a Special Meeting Continue to be Rebuffed 47. On February 1, 2023, I wrote to Pinar Nalbantoglu, the purported sole member of my trust committee, asking him to vote to ask for a special meeting of the shareholders for each of Bremen House, Inc. and German News Company, Inc. I stated that the purposes of the special meeting of shareholders would be (1) to vote on a resolution terminating all indemnification of Berrin, Gonca, and Billur, and terminating any further advancement of their legal fees; and (2) to vote to instruct the corporate Trustee, WSFS Bank, not to participate in or permit and substantial or non-routine expenditures from the Trust or involving entities in which the Trust holds interest. I also sent a copy of this letter to WSFS Bank. Neither Pinar nor WSFS Bank have responded to me. A true and correct copy of the February 1, 2023 letter is attached hereto as Exhibit K. 48. On February 15, 2023, Zeynep and I sent a further demand to Defendants for a Special Meeting with a list of specific topics. Defendants have not responded. A true and correct copy of the February 15, 2023 letter is attached hereto as Exhibit L. 12 12 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 13 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 14 of 15 FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1330 RECEIVED NYSCEF: 02/17/2023 CERTIFICATION PURSUANT TO COMMERCIAL DIVISION RULE 17 I hereby certify that the foregoing Affidavit of Yasemin Tekiner complies with Rule 17 of subdivision (g) of section 202.70 of the Uniform Rules for the Supreme Court and County Court (Rules of Practice for the Commercial Division of the Supreme Court), and has a word count of less than 7,000. Dated: New York, New York February 17, 2023 /s/ Benjamin H. Weissman Benjamin H. Weissman 14 15 of 15