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FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1342 RECEIVED NYSCEF: 02/17/2023
EXHIBIT L
FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1342 RECEIVED NYSCEF: 02/17/2023
February I 5, 2023
Via Email and Certified Mail
Ms. Berrin Tekiner, Chairman of the Board of Directors
Bremen House, Inc.
200 East 855 Street (1B)
New York, NY 10028
Re: Demand for Special Board Meeting
Dear Berrin:
House"
We, the undersigned directors of Bremen House, Inc. ("Bremen or "the
3.11(a)'
Company"), Yasemin Tekiner and Zeynep Tekiner, write pursuant to Section of the
Company's By-Laws (the
"Bylaws") to jointly request that a special meeting of the Board of
Directors of Bremen House be held as soon as is practicable, given the multiple time-sensitive
issues facing the Company.
We request that a special meeting be held to ascertain and discuss:
1. The current financial status of Bremen
House, including (by way of example only):
0) amount of cash on hand; (ii) each item and amount of debt; 0ii) receivables; (iv) listing
of real property and other assets, with current income and estimated value;
2. Details,including contemporaneous records, purpose, payee, and ultimate
beneficiary, regarding all deposits, payments and transfers to or from any bank account,
held by or for the Company, in excess of $10,000, since January 1, 2020, including (by
for $71,842.30 and $144,526.79
way of example only): (i) the payments to Santander Bank
on July 13, 2020; Gi) the proceeds of the sale of 15 Brookby Road in Scarsdale, NY,
including the $2,875,726.15 transfer to Brick House Capital LLC; (iii) the $850,000.00
transfer ending in 5069 held personally
to an account by Berrin Tekiner on April 12, 202 1;
Ov) the transfer
$223,660.00 to an account ending in 5069 held personally by Bemn
Tekiner on June 22, 2021; (v) the $15,137.00 payment to Central Avenue Jeep on January
21, 2022; (vi) the $1,000,000 transfer to an account ending in 5069 held personally by
Berrin Tekiner on June 13, 2022; (vii) the wire transfers totaling at least $135,000.00 to
BH Gastonia NC LLC between April 2021 and July
2022; (viii) the wire transfer of
$100,188.56 to an unknown payee on August 23, 2022;(ix) the $1,000,000 transfer to the
Sami Tekiner Residuary Trust on September 28, 2023; and (x) the $200,000 transfer to an
account ending in 4194 held for 254-258 West 35th Street, LLC on February 14, 2022;
3. Any and all actual, potential, pending, and/or contemplated purchases, sales, leases,
or marketing of properties owned or managed by Bremen House, including any documents
or communications relating thereto;
I Section shall be called by the Chamnan of the Boani,
3.11(a) plovides in pertinent part that "special meetings
directors."
President or by the Secretary ... on written request of two
FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1342 RECEIVED NYSCEF: 02/17/2023
4. tax agreements with tax authorities, or liability or
Any debt, lien, liability,
encumbrance of any kind related to any properties owned or managed by Bremen House;
5. The comorate status of Bremen House Inc. and German News Texas, Inc.
Texas,
and what if any, have been taken and/or are being taken to reinstate them; and
efforts,
6. Quantification and tennination of any indemnification and/or advancement of legal
fees and costs to defend Berrin Tekiner and/or Gonca Chelsea in the ongoing litigation
captioned Tekiner et at v. Bremen House, Inc. et aL, No. 650.
We further request that appropriate notice be sent in accordance with the Bylaws
the and means which we participate remotely if necessary (i.e.,
confirming date, location, by may
via Zoom or other videoconference). See Bylaws at § 3.11(a) ("Special meetings of the Board of
Directors shall be hel,d upon notice to the din:ctors and may be called by the Chairman of the Board
days' either personally or by mail,
of Directors or President upon three (3) notice to each director
or by overnight courier or by telefax.").
Although you have ignored our prior requests for a special meeting (as to which we reserve
all rights), we trust that you will follow the Bylaws and notice the special meeting requested, and
thereafter hold and conduct the special in accordance with the Bylaws, applicable law,
meeting
and good comorate practices.
Thank you.
Very truly yours,
Yasem Tekiner Zeynep Tekine
cc_ Ms. Gonca Chelsea (by email)
Ms. Billur Akipek (by email)
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FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1342 RECEIVED NYSCEF: 02/17/2023 EXHIBIT L FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1342 RECEIVED NYSCEF: 02/17/2023 February I 5, 2023 Via Email and Certified Mail Ms. Berrin Tekiner, Chairman of the Board of Directors Bremen House, Inc. 200 East 855 Street (1B) New York, NY 10028 Re: Demand for Special Board Meeting Dear Berrin: House" We, the undersigned directors of Bremen House, Inc. ("Bremen or "the 3.11(a)' Company"), Yasemin Tekiner and Zeynep Tekiner, write pursuant to Section of the Company's By-Laws (the "Bylaws") to jointly request that a special meeting of the Board of Directors of Bremen House be held as soon as is practicable, given the multiple time-sensitive issues facing the Company. We request that a special meeting be held to ascertain and discuss: 1. The current financial status of Bremen House, including (by way of example only): 0) amount of cash on hand; (ii) each item and amount of debt; 0ii) receivables; (iv) listing of real property and other assets, with current income and estimated value; 2. Details,including contemporaneous records, purpose, payee, and ultimate beneficiary, regarding all deposits, payments and transfers to or from any bank account, held by or for the Company, in excess of $10,000, since January 1, 2020, including (by for $71,842.30 and $144,526.79 way of example only): (i) the payments to Santander Bank on July 13, 2020; Gi) the proceeds of the sale of 15 Brookby Road in Scarsdale, NY, including the $2,875,726.15 transfer to Brick House Capital LLC; (iii) the $850,000.00 transfer ending in 5069 held personally to an account by Berrin Tekiner on April 12, 202 1; Ov) the transfer $223,660.00 to an account ending in 5069 held personally by Bemn Tekiner on June 22, 2021; (v) the $15,137.00 payment to Central Avenue Jeep on January 21, 2022; (vi) the $1,000,000 transfer to an account ending in 5069 held personally by Berrin Tekiner on June 13, 2022; (vii) the wire transfers totaling at least $135,000.00 to BH Gastonia NC LLC between April 2021 and July 2022; (viii) the wire transfer of $100,188.56 to an unknown payee on August 23, 2022;(ix) the $1,000,000 transfer to the Sami Tekiner Residuary Trust on September 28, 2023; and (x) the $200,000 transfer to an account ending in 4194 held for 254-258 West 35th Street, LLC on February 14, 2022; 3. Any and all actual, potential, pending, and/or contemplated purchases, sales, leases, or marketing of properties owned or managed by Bremen House, including any documents or communications relating thereto; I Section shall be called by the Chamnan of the Boani, 3.11(a) plovides in pertinent part that "special meetings directors." President or by the Secretary ... on written request of two FILED: NEW YORK COUNTY CLERK 02/17/2023 11:39 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1342 RECEIVED NYSCEF: 02/17/2023 4. tax agreements with tax authorities, or liability or Any debt, lien, liability, encumbrance of any kind related to any properties owned or managed by Bremen House; 5. The comorate status of Bremen House Inc. and German News Texas, Inc. Texas, and what if any, have been taken and/or are being taken to reinstate them; and efforts, 6. Quantification and tennination of any indemnification and/or advancement of legal fees and costs to defend Berrin Tekiner and/or Gonca Chelsea in the ongoing litigation captioned Tekiner et at v. Bremen House, Inc. et aL, No. 650. We further request that appropriate notice be sent in accordance with the Bylaws the and means which we participate remotely if necessary (i.e., confirming date, location, by may via Zoom or other videoconference). See Bylaws at § 3.11(a) ("Special meetings of the Board of Directors shall be hel,d upon notice to the din:ctors and may be called by the Chairman of the Board days' either personally or by mail, of Directors or President upon three (3) notice to each director or by overnight courier or by telefax."). Although you have ignored our prior requests for a special meeting (as to which we reserve all rights), we trust that you will follow the Bylaws and notice the special meeting requested, and thereafter hold and conduct the special in accordance with the Bylaws, applicable law, meeting and good comorate practices. Thank you. Very truly yours, Yasem Tekiner Zeynep Tekine cc_ Ms. Gonca Chelsea (by email) Ms. Billur Akipek (by email)