Preview
FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020
NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020
EXHIBIT A
FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020
NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020
LAW OFFICE OF ETHAN A. BRECHER, LLC
600 THIRD AVENUE, 2ND FLOOR
NEW YORK, NY 10016
___________
TELEPHONE (646) 571-2440
February 12, 2020
VIA FEDERAL EXPRESS AND EMAIL
Sagewood Management Group, LLC
Sagewood Management, LLC
745 5th Avenue, Suite 500
New York, New York 10151
Attn: Jingying Wu
Re: Fund III: Sagewood SFF III, LLC
Managing Member of Fund III: Sagewood Management, LLC
Authorized Signatory: Jingying Wu
Investors Vivian Liu (Compass Real Estate
LLC)
Xiaoyan Lu
Yimin (Sarah) Wu
Xiaozhen (Kelly) Zhan
Ms. Wu,
I have been retained by Vivian Liu (Compass Real Estate LLC), Xiaoyan Lu, Yimin
(Sarah) Wu, and Xiaozhen (Kelly) Zhan who each invested $200,000 Sagewood SFF III, LLC
(“Fund III”) and hereby serve this request for certain of Fund III’s books and records pursuant to
6 Del. C. §18-305(a) and the enclosed Powers of Attorney consistent with 6 Del. C. §18-305(e). I
hereby demand that Fund III provide for my inspection and copying, during ordinary business
hours, the books and records1 listed below. I understand that any inspection and copying will be
at the expense of my clients.
Please note that pursuant to 6 Del. C. § 18-305(f), Fund III must reply “within 5 business
days” after the demand has been made.
1
“Books and Records” includes but is not limited to all documents, whether stored in hard copy or in electronic form,
in the custody, possession or control of Fund II or any of its agents.
FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020
NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020
The purpose of this demand is to (i) determine the status of my clients’ membership
interest in Fund III2; (ii) monitor the performance of Fund III; (iii) to investigate all claims, facts
and circumstances relating to the (a) status of Fund III’s business, (b) Fund III’s financial
condition, (c) Fund III’s financial activities, and (d) the financial activities of each of Fund III’s
managers and members taken on behalf of Fund III.
Books and Records to Produce:
1. Current list of the name and last known business address of each member and manager of
Fund III;
2. All documents regarding Fund III’s business and financial condition, including, but not
limited to, financial statements (audited and unaudited), income statements, balance sheets and
communications from accountants from August 2018 to the present;
3. All federal, state, and local income tax returns and all schedules thereto of Fund III from
August 2018 to the present;
4. All communications, including but not limited to emails, text messages, or other instant
messaging services, between Fund III and Totenberg, Meril, Solomon, Bertiger & Gugttilla P.C.
related to tax preparation from August 2018 to the present;
5. All documents reflecting distributions and compensation paid to each of Fund III’s
members, managers, officers, and employees from August 2018 to the present;
6. A statement of the nature and value of the assets of Fund III;
7. A statement of the agreed value of any property or services contributed to Fund III by each
member;
8. Cash flow statements for Fund III for each month and year from August 2018 to the
present;
9. All documents reflecting Fund III’s cash holdings from August 2018 to the present;
10. All documents reflecting the Fund III’s debts and liabilities from August 2018 to the
present;
2
My clients all executed subscription agreements and invested in Fund III in August of 2018. The capital
contribution calls for Fund III were satisfied by the rolling over of their capital contributions in Sagewood KT II LLC
(“Fund II”). My clients also received partial distributions from Fund III in September of 2019 and 2018 K-1
statements reflecting the 2018 capital contributions to Fund III.
2
FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020
NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020
11. All documents reflecting the Fund III’s operating, administrative, production, sales and all
other expenses from August 2018 to the present;
12. All agreements encumbering the Fund III’s assets executed from August 2018 to the
present;
13. All credit, security and/or pledge agreements executed by Fund III from August 2018 to
the present;
14. All loan agreements and amendments and/or extensions thereof executed by the Company
from August 2018 to the present;
15. All documents reflecting Fund III’s current investments, advances and loans;
16. Current schedules of Fund III’s accounts payable and accounts receivable;
17. All registers of checks issued by Fund III from August 2018 to the present;
18. All documents relating to Fund III’s bank accounts, including statements and canceled
checks, from August 2018 to the present;
19. All documents reflecting the Company's cash receipts and bank deposits from August 2018
to the present;
20. All documents regarding the sale of any assets of the Company from August 2018 to the
present;
21. All documents concerning the actual or possible acquisition of (or any efforts or attempts
to acquire) any member's interest in the Company from August 2018 to the present; and
22. Copies of any limited liability company agreements and all amendments thereto,
together with executed copies of any powers of attorney pursuant to which any of the foregoing
have been executed, of Fund III.
3
FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020
NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020
Please advise me where and when these requested materials will be available for
inspection and copying. My clients reserve all rights to enforce their rights to inspect the above-
requested information and obtain attorneys’ fees and costs.
Sincerely,
/s/ Ethan A. Brecher
ETHAN A. BRECHER
Law Office of Ethan A. Brecher, LLC
600 Third Avenue, 2nd Floor
New York, NY 10016
Phone: (646) 571-2440
Fax: (888) 821-0246
Email: ethan@ethanbrecherlaw.com
Enclosures
cc: Dawei Gongsun, Esq. (via email: dwgongsun@daiassociates.com w/enclosures)
4
Preview
FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020 NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020 EXHIBIT A FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020 NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020 LAW OFFICE OF ETHAN A. BRECHER, LLC 600 THIRD AVENUE, 2ND FLOOR NEW YORK, NY 10016 ___________ TELEPHONE (646) 571-2440 February 12, 2020 VIA FEDERAL EXPRESS AND EMAIL Sagewood Management Group, LLC Sagewood Management, LLC 745 5th Avenue, Suite 500 New York, New York 10151 Attn: Jingying Wu Re: Fund III: Sagewood SFF III, LLC Managing Member of Fund III: Sagewood Management, LLC Authorized Signatory: Jingying Wu Investors Vivian Liu (Compass Real Estate LLC) Xiaoyan Lu Yimin (Sarah) Wu Xiaozhen (Kelly) Zhan Ms. Wu, I have been retained by Vivian Liu (Compass Real Estate LLC), Xiaoyan Lu, Yimin (Sarah) Wu, and Xiaozhen (Kelly) Zhan who each invested $200,000 Sagewood SFF III, LLC (“Fund III”) and hereby serve this request for certain of Fund III’s books and records pursuant to 6 Del. C. §18-305(a) and the enclosed Powers of Attorney consistent with 6 Del. C. §18-305(e). I hereby demand that Fund III provide for my inspection and copying, during ordinary business hours, the books and records1 listed below. I understand that any inspection and copying will be at the expense of my clients. Please note that pursuant to 6 Del. C. § 18-305(f), Fund III must reply “within 5 business days” after the demand has been made. 1 “Books and Records” includes but is not limited to all documents, whether stored in hard copy or in electronic form, in the custody, possession or control of Fund II or any of its agents. FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020 NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020 The purpose of this demand is to (i) determine the status of my clients’ membership interest in Fund III2; (ii) monitor the performance of Fund III; (iii) to investigate all claims, facts and circumstances relating to the (a) status of Fund III’s business, (b) Fund III’s financial condition, (c) Fund III’s financial activities, and (d) the financial activities of each of Fund III’s managers and members taken on behalf of Fund III. Books and Records to Produce: 1. Current list of the name and last known business address of each member and manager of Fund III; 2. All documents regarding Fund III’s business and financial condition, including, but not limited to, financial statements (audited and unaudited), income statements, balance sheets and communications from accountants from August 2018 to the present; 3. All federal, state, and local income tax returns and all schedules thereto of Fund III from August 2018 to the present; 4. All communications, including but not limited to emails, text messages, or other instant messaging services, between Fund III and Totenberg, Meril, Solomon, Bertiger & Gugttilla P.C. related to tax preparation from August 2018 to the present; 5. All documents reflecting distributions and compensation paid to each of Fund III’s members, managers, officers, and employees from August 2018 to the present; 6. A statement of the nature and value of the assets of Fund III; 7. A statement of the agreed value of any property or services contributed to Fund III by each member; 8. Cash flow statements for Fund III for each month and year from August 2018 to the present; 9. All documents reflecting Fund III’s cash holdings from August 2018 to the present; 10. All documents reflecting the Fund III’s debts and liabilities from August 2018 to the present; 2 My clients all executed subscription agreements and invested in Fund III in August of 2018. The capital contribution calls for Fund III were satisfied by the rolling over of their capital contributions in Sagewood KT II LLC (“Fund II”). My clients also received partial distributions from Fund III in September of 2019 and 2018 K-1 statements reflecting the 2018 capital contributions to Fund III. 2 FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020 NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020 11. All documents reflecting the Fund III’s operating, administrative, production, sales and all other expenses from August 2018 to the present; 12. All agreements encumbering the Fund III’s assets executed from August 2018 to the present; 13. All credit, security and/or pledge agreements executed by Fund III from August 2018 to the present; 14. All loan agreements and amendments and/or extensions thereof executed by the Company from August 2018 to the present; 15. All documents reflecting Fund III’s current investments, advances and loans; 16. Current schedules of Fund III’s accounts payable and accounts receivable; 17. All registers of checks issued by Fund III from August 2018 to the present; 18. All documents relating to Fund III’s bank accounts, including statements and canceled checks, from August 2018 to the present; 19. All documents reflecting the Company's cash receipts and bank deposits from August 2018 to the present; 20. All documents regarding the sale of any assets of the Company from August 2018 to the present; 21. All documents concerning the actual or possible acquisition of (or any efforts or attempts to acquire) any member's interest in the Company from August 2018 to the present; and 22. Copies of any limited liability company agreements and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any of the foregoing have been executed, of Fund III. 3 FILED: NEW YORK COUNTY CLERK 10/21/2020 03:33 PM INDEX NO. 152990/2020 NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/21/2020 Please advise me where and when these requested materials will be available for inspection and copying. My clients reserve all rights to enforce their rights to inspect the above- requested information and obtain attorneys’ fees and costs. Sincerely, /s/ Ethan A. Brecher ETHAN A. BRECHER Law Office of Ethan A. Brecher, LLC 600 Third Avenue, 2nd Floor New York, NY 10016 Phone: (646) 571-2440 Fax: (888) 821-0246 Email: ethan@ethanbrecherlaw.com Enclosures cc: Dawei Gongsun, Esq. (via email: dwgongsun@daiassociates.com w/enclosures) 4