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.
Preview
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
EXHIBIT D
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
PAYMENT AGREEMENT
This Payment Agreement ("Agreement") is made and entered into between and among
Yasemin Tekiner ("Yasemin"),Zeynep Tekiner and the law firms of Foley LLP
("Zeynep"), Hoag
("Foley"), Parker ]brahim & Berg LLP ("P]B"), Kahn & Goldberg, LLP ("Kahn") and Greenfield
"Party,"
Stein & Senior, LLP ("GSS") (each individually a and collectively, the "Parties") as of
the date listed below. This Agreement modifies the retainer agreements between Yasemin,
Zeynep, Foley, P]B, Kahn and GSS (the "Retainer Agreements").
1. This Agreement shall be considered as part of the Common Interest as
Materials,
Parties'
that term is defined in the Joint Common Interest Agreement executed the Parties on
by
March 17-19, 2022, and shall be deemed to be confidential and privileged.
2. On April 11, 2022, Yasemin and Zeynep entered into a nonbinding Term Sheet (the
"Term Sheet") with in connection with of certain
financing
lawsuits (the "Litigation") identified in the Term Sheet. The Parties to this Agreement are
a binding agreement with Agreement).1
negotiating (the Funding This Agreement is
conditioned on the execution and delivery of the Agreement.
Funding
Firms"
3. Foley, PIB, Kahn and GSS (the "Law to acc
5. The Litigation Proceeds shall be paid:
a.
3 Capitali=1
tenus in this Payment Agreement that are not otherwise defined herein shall bave the same dannitiam
as their definitianc in the Tenn Sheet.
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
b.
c.
d.
2
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
8. This Agreement may be executed in separate counterparts and shall be fully binding
upon: (a) execution and delivery of this Agreement; and (b) execution and delivery of the Funding
Agreements. Each Party shall be provided with copies of all executed counterparts and have access
to the original executed counterparts, which shall be maintained Yasemin or Yasemin's
by
Counsel.
9. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York and may be enforced in any court of competent jurisdiction. The Parties
agree that injunctive relief, both temporary and permanent, is an appropriate method of enforcing
this Agreement and that this Agreement shall be specifically enforceable.
10. This Agreement is not intended to, and shall not, create rights in person or
any
entity not a party hereto.
11. This Agreement may not be amended or modified, except by a writing signed by
all parties.
M
Dated:
¶ I I , 2022
Signature Page to Follow
3
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
By: By:
Yasemin Tekiner Tekiner
eynep
Date: Date: 2 o 2 2-
BERRIN ISGUDEN IRREVOCABLE
TRUST
By:
Yasemin Tekiner,
Trustee .
By: By:
Stephen Younger Michele Kahn
Foley Hoag LLP Kahn & Goldberg, LLP
Date: Date:
By:
Scott W. Parker
Parker Brahim & Berg LLP
Date:
By:
Gary B. Freidman
Greenfield Stein & Senior, LLP
'
Date:
4
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
By: _ By:
Yasemin Tekiner Zeynep Tekiner
Date: 012 Date:
BERRIN ISGUDEN IRREVOCABLE
TRUST
By:
Yasemin Tekiner,
Trustee
By: By:
Stephen Younger Michele Kahn
Foley Hoag LLP Kahn & Goldberg, LLP
Date: Date:
By:
Scott W. Parker
Parker Ibrahim & Berg LLP
Date:
By:
Gary B. Freidman
Greenfield Stein & Senior, LLP
Date:
4
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
By·
By:
Yasemin Tekiner Zeynep Tekiner
Date: Date:
BERRIN ISGUDEN IRREVOCABLE
TRUST
By:
Yasemin Tekiner,
Trustee
By·
By:
Stephen Younger Michele Kahn
Foley Hoag LLP Kahn & Goldberg, LLP
Date: D'O 10 Date:
/
By·
Scott W. Parker
Parker Ibrahim & Berg LLP
Date:
By:
Gary B. Freidman
Greenfield Stein & Senior, LLP
Date:
4
FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023
By: __ _ ________ By:
Yasemin Tekiner Zeynep Tekiner
Date: Date:
BERRIN ISGUDEN IRREVOCABLE
TRUST
By:
Yasemin Tekince,
Trustee
By: ___ By:
Stephen Younger Michele Kahn
Foley Hoag LLP Kahn & Goldberg, LLP
M2
Date: Date:
Scott W. Parker
Parker Ibrahim & Berg LLP
Date:
By:
GarrB-Freidmarr .tle in. Csa., A>
)
Greenfield Stein & Semor, LLP
Date:
4
Document Filed Date
April 11, 2023
Case Filing Date
December 21, 2020
Category
Commercial Division
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FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 EXHIBIT D FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 PAYMENT AGREEMENT This Payment Agreement ("Agreement") is made and entered into between and among Yasemin Tekiner ("Yasemin"),Zeynep Tekiner and the law firms of Foley LLP ("Zeynep"), Hoag ("Foley"), Parker ]brahim & Berg LLP ("P]B"), Kahn & Goldberg, LLP ("Kahn") and Greenfield "Party," Stein & Senior, LLP ("GSS") (each individually a and collectively, the "Parties") as of the date listed below. This Agreement modifies the retainer agreements between Yasemin, Zeynep, Foley, P]B, Kahn and GSS (the "Retainer Agreements"). 1. This Agreement shall be considered as part of the Common Interest as Materials, Parties' that term is defined in the Joint Common Interest Agreement executed the Parties on by March 17-19, 2022, and shall be deemed to be confidential and privileged. 2. On April 11, 2022, Yasemin and Zeynep entered into a nonbinding Term Sheet (the "Term Sheet") with in connection with of certain financing lawsuits (the "Litigation") identified in the Term Sheet. The Parties to this Agreement are a binding agreement with Agreement).1 negotiating (the Funding This Agreement is conditioned on the execution and delivery of the Agreement. Funding Firms" 3. Foley, PIB, Kahn and GSS (the "Law to acc 5. The Litigation Proceeds shall be paid: a. 3 Capitali=1 tenus in this Payment Agreement that are not otherwise defined herein shall bave the same dannitiam as their definitianc in the Tenn Sheet. FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 b. c. d. 2 FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 8. This Agreement may be executed in separate counterparts and shall be fully binding upon: (a) execution and delivery of this Agreement; and (b) execution and delivery of the Funding Agreements. Each Party shall be provided with copies of all executed counterparts and have access to the original executed counterparts, which shall be maintained Yasemin or Yasemin's by Counsel. 9. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and may be enforced in any court of competent jurisdiction. The Parties agree that injunctive relief, both temporary and permanent, is an appropriate method of enforcing this Agreement and that this Agreement shall be specifically enforceable. 10. This Agreement is not intended to, and shall not, create rights in person or any entity not a party hereto. 11. This Agreement may not be amended or modified, except by a writing signed by all parties. M Dated: ¶ I I , 2022 Signature Page to Follow 3 FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 By: By: Yasemin Tekiner Tekiner eynep Date: Date: 2 o 2 2- BERRIN ISGUDEN IRREVOCABLE TRUST By: Yasemin Tekiner, Trustee . By: By: Stephen Younger Michele Kahn Foley Hoag LLP Kahn & Goldberg, LLP Date: Date: By: Scott W. Parker Parker Brahim & Berg LLP Date: By: Gary B. Freidman Greenfield Stein & Senior, LLP ' Date: 4 FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 By: _ By: Yasemin Tekiner Zeynep Tekiner Date: 012 Date: BERRIN ISGUDEN IRREVOCABLE TRUST By: Yasemin Tekiner, Trustee By: By: Stephen Younger Michele Kahn Foley Hoag LLP Kahn & Goldberg, LLP Date: Date: By: Scott W. Parker Parker Ibrahim & Berg LLP Date: By: Gary B. Freidman Greenfield Stein & Senior, LLP Date: 4 FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 By· By: Yasemin Tekiner Zeynep Tekiner Date: Date: BERRIN ISGUDEN IRREVOCABLE TRUST By: Yasemin Tekiner, Trustee By· By: Stephen Younger Michele Kahn Foley Hoag LLP Kahn & Goldberg, LLP Date: D'O 10 Date: / By· Scott W. Parker Parker Ibrahim & Berg LLP Date: By: Gary B. Freidman Greenfield Stein & Senior, LLP Date: 4 FILED: NEW YORK COUNTY CLERK 04/11/2023 12:21 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1546 RECEIVED NYSCEF: 04/11/2023 By: __ _ ________ By: Yasemin Tekiner Zeynep Tekiner Date: Date: BERRIN ISGUDEN IRREVOCABLE TRUST By: Yasemin Tekince, Trustee By: ___ By: Stephen Younger Michele Kahn Foley Hoag LLP Kahn & Goldberg, LLP M2 Date: Date: Scott W. Parker Parker Ibrahim & Berg LLP Date: By: GarrB-Freidmarr .tle in. Csa., A> ) Greenfield Stein & Semor, LLP Date: 4