FILED: NEW YORK COUNTY CLERK 07/10/ :03 PM INDEX NO /2015 NYSCEF DOC. NO. 431 RECEIVED NYSCEF: 07/10/2017 EXHIBIT C

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1 FILED: NEW YORK COUNTY CLERK 03:03 PM INDEX NO /2015 NYSCEF DOC. NO. 431 RECEIVED NYSCEF: EXHIBIT C

2 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK SIRAS PARTNERS LLC, et al., - against - Plaintiffs, ACTIVITY KUAFU HUDSON YARDS LLC, et al., - and - Defendants, REEDROCK KUAFU DEVELOPMENT COMPANY LLC, et al., Nominal Defendants. Index No /2015 NOTICE OF APPEAL Assigned to Justice Oing Commercial Division Part 48 PLEASE TAKE NOTICE that defendants Activity Kuafu Hudson Yards LLC, th Avenue LLC, Shang Dai (except in his capacity as alleged counsel, including the Fourth, Fifth and Sixth Causes of Action in the Verified Amended Complaint), Zengliang Denis Shan, and Qiling Yuan (together, the Kuafu Defendants ) hereby appeal to the Appellate Division, First Department, of the Supreme Court of the State of New York, from the order and memorandum decision and order of the Supreme Court, New York County, in the abovecaptioned action, dated March 29, 2017 and entered in the above-captioned action in the office of the Clerk of the Supreme Court, New York County, on March 31, 2017, and served with Notice of Entry on May 18, 2017 (the Decision ), and that the Kuafu Defendants appeal from only such portions of the Decision that denied the Kuafu Defendants cross-motion to dismiss the Verified Amended Complaint as to defendant th Avenue LLC. 1 of 2

3 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 Dated: New York, New York May 22, 2017 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: s/ Janice Mac Avoy Janice Mac Avoy Mark Siegmund Chelsea P. Azrak One New York Plaza New York, New York (212) Attorneys for Defendants Activity Kuafu Hudson Yards LLC, th Avenue LLC, Shang Dai (except in his capacity as alleged counsel, including the Fourth, Fifth and Sixth Causes of Action in the Verified Amended Complaint), Zengliang Denis Shan, and Qiling Yuan of 2

4 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 SUPREME COURT OF THE STATE OF NEW YORK APPELLATE DIVISION FIRST DEPARTMENT SIRAS PARTNERS LLC, SAIF SUMAIDA, and ASHWIN VERMA, Plaintiffs-Respondents, - against - ACTIVITY KUAFU HUDSON YARDS LLC, TH AVENUE LLC, SHANG DAI, ZENGLIANG DENIS SHAN, and QILING YUAN, - and - Defendants-Appellants, DANIEL DWYER and DAI & ASSOCIATES, P.C., Defendants, New York County Clerk s Index No /2015 PREARGUMENT STATEMENT - and - REEDROCK KUAFU DEVELOPMENT COMPANY LLC, SIRAS KUAFU LP, ATHENA KUAFU LP, SIRAS KUAFU LAND HOLDINGS LLC, and BIFROST LAND LLC, Nominal Defendants. Defendants-Appellants Activity Kuafu Hudson Yards LLC ( Kuafu ), th Avenue LLC ( ), Shang Dai, 1 Zengliang Denis Shan, and Qiling Yuan (together, the Kuafu Defendants ), for their Preargument Statement pursuant to Section of the Rules of this Court, state as follows: 1. Title of Action: The title of this proceeding is as set forth above. 1 Shang Dai is represented by separate counsel with respect to the allegations against him as purported counsel, including the allegations in the Fourth, Fifth and Sixth Causes of Action of the Verified Amended Complaint. 1 of 5

5 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/ Full Names of the Original Parties and Any Change in the Parties: The full names of the parties are set forth above. The parties to the original complaint were plaintiff-respondent Siras Partners LLC ( Siras ), all of the Defendants-Appellants listed in the caption above except for th Avenue LLC, all of the Defendants listed in the caption above, and nominal defendants Reedrock Kuafu Development Company LLC and Bifrost Land LLC. NYSCEF Doc. No. 1. Plaintiffs-respondents Saif Sumaida and Ashwin Verma, defendant-appellant , and nominal defendants Siras Kuafu LP, Athena Kuafu LP and Siras Kuafu Land Holdings LLC were added to the action in the Verified Amended Complaint. NYSCEF Doc. No. 59. There have been no other changes in the parties to this action. 3. Name, Address and Telephone Number of Counsel for Defendants-Appellants: Janice Mac Avoy Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York (212) Name, Address and Telephone Number of Counsel for Plaintiffs-Respondents: Jed Weiss Leo Leyva Joseph Barbiere Cole Schotz, P.C Avenue of the Americas, 19th Floor New York, New York (212) Defendants Shang Dai (on the Fourth, Fifth and Sixth Causes of Action in the Verified Amended Complaint), Daniel Dwyer and Dai & Associates, P.C. have appeared in this action by: Jonathan B. Bruno Deborah M. Isaacson Rivkin Radler LLP 477 Madison Avenue, 20th Floor 2 2 of 5

6 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 New York, New York (212) The Nominal Defendants, Reedrock Kuafu Development Company LLC, Siras Kuafu LP, Athena Kuafu LP, Siras Kuafu Land Holdings LLC and Bifrost Land LLC, have not appeared in this action. 5. Court and County from Which Appeal is Taken: This appeal is taken from the Supreme Court, New York County, Index No /2015 (Oing, J.). 6. Nature and Object of the Action: This litigation arises from a dispute between plaintiff-respondent Siras and defendant-appellant Kuafu, two members of a joint venture for the development of a property on the west side of Manhattan into a hotel-condominium complex. When Kuafu s managers realized that Siras and its managers were grossly mismanaging the project, Kuafu took steps to protect its interests and the project s investors by, for example, seeking judicial dissolution of the joint company in a proceeding entitled In re Application of Activity Kuafu Hudson Yards LLC, for the Dissolution of Reedrock Kuafu Development Company LLC, Index No /2015. Siras and its managers opposed the dissolution proceeding and sued Kuafu and its managers and attorneys in this action, asserting various causes of action, including breach of contract and breach of fiduciary duty. After the Supreme Court, New York County dismissed the dissolution action on jurisdictional grounds, defendantappellant acquired the acquisition loan for the subject property from the former lender. The borrower, nominal defendant Bifrost Land LLC, then defaulted by failing to repay the principal balance of the loan, and moved to foreclose on the property in a separate litigation (the Foreclosure Action, Index No /2015). Siras and its managers (the Siras Plaintiffs ) thereafter filed a Verified Amended Complaint in this action, which added as a defendant. The Siras Plaintiffs also moved to stay the Foreclosure Action pending the outcome of this action, and the Kuafu Defendants cross-moved to dismiss from this action on the basis that the Siras Plaintiffs did not assert any substantive claims against defendant-appellant of 5

7 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/ Result Reached in the Court Below: This appeal is taken from the order and memorandum decision and order of the Supreme Court, New York County, dated March 29, 2017 and entered in the above-captioned action in the office of the Clerk of the Supreme Court, New York County, on March 31, 2017, and served with Notice of Entry on May 18, 2017 (the Decision ), which denied the Siras Plaintiffs motion to stay the Foreclosure Action, denied the Siras Plaintiffs motion for leave to file a second amended verified complaint, and denied the Kuafu Defendants cross-motion to dismiss the Verified Amended Complaint as to defendant The motion court held that even though the Verified Amended Complaint did not assert any substantive claims against , the Siras Plaintiffs could nonetheless assert a cause of action for injunctive relief against because is an affiliate controlled by two of Kuafu s three members and because Siras substantive claims, namely, allegations of wrongful conduct perpetrated by Kuafu and [Dai & Associates], remain, and, as such, form the basis for the declaratory and injunctive reliefs sought against defendant Decision at In the Decision, the motion court also ruled in the Foreclosure Action, denying without prejudice plaintiff s motion for an order of reference and granting plaintiff s motion to dismiss from the action and strike from the caption the fictitious defendants John Does #1 through #20 inclusive and amending the caption accordingly. A true and correct copy of the Decision is attached hereto as Exhibit A. 8. Grounds for Seeking Reversal: Defendants-Appellants seek reversal of the Decision insofar as it denied the Kuafu Defendants cross-motion to dismiss as to because the motion court misapplied the law and erred in holding that the Siras Plaintiffs could assert claims for injunctive and related relief against despite the absence of any substantive claims against that defendant. 9. Related Cases: As noted above, defendant-appellant filed a related foreclosure action in the Supreme Court, New York County on July 10, 2015 (the Foreclosure Action, as defined above). That action was assigned Index No /2015 and was assigned 4 4 of 5

8 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 to the Honorable Jeffrey K. Oing. In addition, on May 18, 2017, Plaintiffs-respondents appealed the portions of the Decision that denied their motion to stay the Foreclosure Action and that denied Plaintiffs-respondents leave to file a Second Amended Complaint. True and correct copies of the Notice of Appeal and Preargument Statement are attached hereto as Exhibit B. Dated: New York, New York May 22, 2017 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: s/ Janice Mac Avoy Janice Mac Avoy Mark Siegmund Chelsea P. Azrak One New York Plaza New York, New York (212) Attorneys for Defendants-Appellants Activity Kuafu Hudson Yards LLC, th Avenue LLC, Shang Dai (except in his capacity as alleged counsel, including the Fourth, Fifth and Sixth Causes of Action in the Verified Amended Complaint), Zengliang Denis Shan, and Qiling Yuan of 5

9 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 Exhibit A

10 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 'FILED : NEW YORK COUNTY CLERK 03 /13172m ± Am NYSCEF DOkk,..4.0 EME COURT OF THE STAie6YisTisiiilli3/ 31/ 2 17 NEW YORK COUNTY PRESENT: JEFFREY K. OING Is Q. Index Number : /2015 SIRAS PARTNERS LLC vs, ACTIVITY KUAFU HUDSON YARDS SEQUENCE NUMBER : 007 STAY PROCEEDINGS Justice PART qe INDEX NO. MOTION DATE MOTION SEQ. NO. The following papers, numbered i to, were read on this motion to/for Notice of Motion/Order to Show Cause Affidavits Exhibits Answering Affidavits Exhibits Replying Affidavits I No(s). INo(s). I No(s). Upon the foregoing papers, it is ordered that this motion is M (t\q 6eQ,6,42_4 2 /1/ el6-6 c1624,4-r c,57 d4_a_cco, r ItAawbootatit oee,661',01/4-ya, hks JEFFREY K. OING J.S.C. 1. CHECK ONE: El CASE DISPOSED N-FINAL DISPOS TION. CHECK AS APPROPRIATE: MOTION IS: Ei GRANTED El DENIED C1 GRANTED IN PART ER 3. CHECK IF APPROPRIATE: El SETTLE ORDER El SUBMIT ORDER J.S.C. DO NOT POST E] FIDUCIARY APPOINTMENT REFERENCE 1 of 19

11 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3 aij21)-1 7' 5116 NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 AM SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL PART 48 x SIRAS PARTNERS LLC, SAIF SUMAIDA, and ASHWIN VERMA, -against- Plaintiffs, ACTIVITY KUAFU HUDSON YARDS LLC, th AVENUE LLC, SHANG DAI, ZENGLIANG "DENIS" SHAN, QILING YUAN, DANIEL DWYER, AND DAI & ASSOCIATES, P.C., Index No.: /2015 DECISION AND ORDER Defendants, -and- REEDROCK KUAFU DEVELOPMENT COMPANY LLC, SIRAS KUAFU LP, ATHENA KUAFU LP, SIRAS KUAFU LAND HOLDINGS LLC, and BIFROST LAND LLC, Nominal Defendants. x llth AVENUE LLC, -against- Plaintiff, BIFROST LAND LLC, AJ LABELLE & PARTNERS, LLC, MUTUAL, LLC, 554 WEST 38TH STREET, LLC, JACOB I. SOPHER A/K/A HANK SOPHER, NEW YORK STATE WORKERS' COMPENSATION BOARD, NEW YORK CITY DEPARTMENT OF TRANSPORTATION, NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE, NEW YORK CITY DEPARTMENT OF FINANCE, GZA GEOENVIRONMENTAL, INC., and JOHN DOES #1 through #20, said John Doe defendants being fictitious and unknown to plaintiff, it being intended to name all other parties who may have some interest in or DECISION AND ORDER 2 of 19

12 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 (FILED : NEW YORK COUNTY CLERK 'ic21Y1 7'5116 NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 AM Index No.: /2015 Page 2 of 18 lien upon the premises sought to be foreclosed, JEFFREY K. OING, J.: Defendants. Index No.: /2015 Relief Sought Plaintiffs, Siras Partners LLC, Saif Sumaida, and Ashwin Verma (collectively, "Siras"), move for an order: (i) staying the related foreclosure action under Index No.: /2016 (the "foreclosure action") pending resolution of this action, and (ii) granting plaintiffs leave to file a second amended verified complaint. Defendants Activity Kuafu Hudson Yards LLC ("Kuafu"), llth Avenue LLC (" "), Shang Dai ("Dai"), Zengliang "Denis" Shan ("Shan"), and Qiling Yuan ("Yuan"), cross-move, pursuant to CPLR 3211(a)[7], to dismiss the amended verified complaint as to defendant Defendants Shang Dai ("Dai") (on the fourth, fifth, and sixth causes of action), Daniel Dwyer ("Dwyer"), and Dai & Associates, P.C. ("Dai & Associates") (Dai, Dwyer, and Dai & x 3 of 19

13 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 031`}31f2017-)81V54 NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 3 of 18 Associates, collectively referred to as "D&A") do not take a position regarding that branch of Siras' motion seeking a stay of the foreclosure action (see Bruno Affim., 8/12/16, 91 2, fn 1). Mtn Seq. No moves for an order: (i) pursuant to RPAPL 1321 referring this matter to a Referee to compute the amounts due to it for principal and interest on the Consolidation, Modification and Restatement Agreement (the "mortgage"), and to examine and report whether the mortgaged property may be sold in one parcel; and (ii) pursuant to CPLR 1003 dismissing from this action and striking from the caption the fictitious defendants "John Does" #1 through #20 inclusive, and amending the caption accordingly. Mtn Seq. No. 002 This motion and cross motion are identical to the reliefs sought in mtn seq. no. 007 under Index No /2015. These actions and motions are consolidated for disposition. Factual Background Siras, Kuafu, and their respective principals, and nonparty Sean Ludwick, formed a joint venture, Reedrock Kuafu Development Company, LLC ("Reedrock"), in November 2013, for the purpose of 4 of 19

14 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED: NEW YORK COUNTY, CLERK 0 3N/331 /20 /7) NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 4 of 18 developing a parcel of land in Manhattan located at Hudson Yards at Eleventh Avenue (the "property"). Under Reedrock's operating agreement (the "operating agreement") (Verma Aff., 10/19/15, Ex. A), Siras was responsible for the development of the property and Kuafu was responsible for the debt and equity financing for the development of the property. Reedrock's members created Bifrost Land LLC ("Bifrost") to hold title to the property. Reedrock's managers consisted of Verma and Sumaida, from Siras, and Dai, Shan, and'yuan, from Kuafu. Reedrock's management is set forth in the operating agreement, and provides: The Managers shall act jointly in 'all instances and all decisions and/or determinations of the Managers shall require the affirmative vote or consent of at least 75% of all of the Managers. (Id., p. 9). In June 2014, Bifrost obtained from UBS Real Estate Securities ("UBS"), a loan to acquire the property in the amount of approximately $61 million (the "UBS loan"), of which $44 million was drawn at the time of Bifrost's closing on the property. The UBS loan had a maturity date of July 9, 2015, with an option to extend the maturity date for two consecutive sixmonth periods provided certain conditions were met. By April 2015, Siras alleges that Kuafu and its principals took a series 5 of 19

15 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED: NEW YORK COUNTY CLERK 03/131 2V17 5/V5-91 AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 5 of 18 of actions that were part of a scheme by Kuafu to jeopardize the UBS. loan and undermine the project. For instance, Siras claims that Kuafu feigned surprise that Siras had retained Urban Compass, Ind. as the project's real estate broker without Kuafu's knowledge or approval and falsely claimed that this retention constituted a default under the UBS loan (Verma Aff., 10/19/15, 12); that Kuafu blocked efforts to obtain air rights (Id., 1 18); that Kuafu failed to pay subcontractors (Id., 1 19); and that Kuafu filed a petition in February 2015 seeking the dissolution of Reedrock (Id., 22). Siras claims that due to Kuafu's actions UBS sold the UBS loan to , a Kuafu affiliate, for $46,712, (Amended Compl ). Siras commenced this action (the "Siras action") in March 2015 alleging nine causes of action either directly, or on behalf of Reedrock or Bifrost, including claims for breach of contract, breach of fiduciary duty, and claims against for a declaratory judgment and permanent injunction. In JUly 2015, commenced the foreclosure action to foreclose on the UBS loan. Discussion The Foreclosure Action In the foreclosure action, plaintiff alleges that defendant Bifrost defaulted on the loan by failing to pay the 6 of 19

16 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3 f3t-f2v1 7' NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 AM Index No.: /2015 Page 6 of 18 remaining principal on the loan by the initial maturity date of July 9, 2015 and by failing to satisfy certain conditions precedent to extend the maturity date, specifically, section 4.1:16 of the loan agreement. That section provides that defendant Bifrost "shall" complete the demolition of the property before the initial maturity date (Foreclosure Action Amended Compl., ). Plaintiff also alleges that defendant Bifrost "committed an Event of Default under Section 10.1(a)(i)(A) of the Loan Agreement" (Foreclosure Action Amended Compl., 5 58). Section 10.1(a)(i)(A) provides that an "Event of Default" occurs "if any monthly Debt Service, any monthly deposit of Reserve Funds or the payment due on the Maturity Date is not paid when due" (derma Aff., 10/19/15, Ex. B). Siras, a non-party to the foreclosure action, argues that the action should be stayed pending resolution of the Siras action because in its ninth cause of action it asserts a claim against for a declaratory judgment and permanent injunction (Amended Compl., ).1 It further argues that Sires seeks a declaration that " is not entitled to exercise or attempt to exercise any of the lender's default remedies under the UBS Loan against [Bifrost]" and an injunction "[p]ermanently enjoining from exercising or attempting to exercise any of the lender's default remedies under the UBS Loan against [Bifrost]'? PSterlad Compl., Request for Relief, 55 ix and x).

17 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3 /131.V2V I AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 7 of 18 Mtn Seq. No, 007 if the foreclosure action is not stayed it will lose its equity investment in the project before this Court determines the merits of the Siras action, and it will face a threat of irreparable harm because will obtain clear title to the property and divest it of its interest in the property. Siras further points out that the loan agreement provided Bifrost with the right to extend the UBS loan for two six-month extensions provided that, among other things, "no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and at the time that the applicable extension occurs" and "[t]he Demolition shall be Completed" (Verma Aff., 10/19/15, Ex. B, 2.8[aj and [h]). It argues that , an affiliate of Kuafu, should be enjoined from foreclosing based on the "maturity default" provision of the UBS loan agreement ("loan agreement") because Kuafu, through its principals, intentionally brought about the conditions to cause a default so as to prevent Bifrost from exercising its extension rights. Under CPLR 2201, "the court in which an action is pending may grant a stay of proceedings in a proper case, upon such terms as may be just." While Siras sets forth numerous allegations that Kuafu schemed to undermine the project, the record demonstrates that UBS, a nonp MLge a business decision to

18 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 'FILED : NEW YORK COUNTY CLERK 0 3 /-31Y21Y I AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 8 of 18 sell the UBS loan to , and was within its rights to purchase the UBS loan. As Kuafu points out, there is nothing in Reedrock's operating agreement which prohibits a Kuafu affiliate like from obtaining the UBS loan. Indeed, section 7.04(b) of the operating agreement provides: Each of the Members recognizes that each of the other Members and its members, managers, partners, shareholders, officers, directors, employees, agents, representatives and Affiliates, have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that each of the other Members and its members, managers, partners, shareholders, officers and directors, employees, agents, representatives and Affiliates, are entitled to carry on such other business interests, activities and investments. Each of the Members may engage in or possess an interest in any other business or venture of any kind, independently or with others, and each of the Members may engage in any such activities, whether or not competitive with the Company, without any obligation to offer any interest in such activities to the Company or to the other Members. Neither the Company nor the other Members shall have any right, by virtue of this Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company, shall not be deemed wrongful or improper. (see Verma Aff., 10/19/15, 7.04[b]). There are no allegations that obtained the loan from UBS through fraudulent means. Here, Siras' dilemma is due to Reedrock's management structure set forth in Reedrock's operating agreement. It argues 9 of 19

19 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3 /-31Y2'0) /16 I AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 9 of 18 that the stay is critical because Bifrost, itself, cannot interpose an answer in the foreclosure action. Bifrost's inability to do so, and'by logical extension an inability placed upon Siras, is due to the fact that Reedrock's operating agreement requires 75% of its managers approve any action taken by Reedrock. As such, 75% of the managers of Reedrock would have to approve acting on Bifrost's behalf to interpose an answer in the foreclosure action, an unlikely event given that three of the five managers of Reedrock are defendants in the Siras action. The management structure language is clear and unambiguous "[t]he Managers shall act jointly in all instances and all decisions and/or determinations of the Managers shall require the affirmative vote or consent of at least 75% of all of the Managers." Clearly, Siras is unable to obtain the requisite controlling percentage, and, as such, it cannot interpose an answer on behalf of Bifrost in the foreclosure action, and oppose that action. Nonetheless, in maintaining that a stay is warranted, Siras relies on Ebc Amro Asset Mgmt. v Kaiser, 256 AD2d 161 (1st Dept 1998), Grand Pa, Fin. Corp. v Hale, LLC, 123 AD3d 764 (2d Dept 2014) and 192 Sheridan Corporation v O'Brien, 252 AD2d 934 [3d Dept 1998]. Its reliance is unavailing. All three 'cases 10 of 19

20 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3 /1-3172m AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 10 of 18 are factually distinguishable from the case at bar because they involve the borrower or mortgagor challenging the lender or mortgagee's foreclosure on a mortgage in the foreclosure action itself. Here, by this stay application, Siras seeks to have this Court disregard the parties' agreed upon management structure in their operating agreement, and rewrite that provision so as to bestow on Siras contractual rights to participate in the foreclosure action that do not exist. The record fails to demonstrate any basis to provide such an extreme remedy (see Cambridge Petroleum Holdings, Inc. v Lukoil Americas Corp., 129 Ad3d 501, 502 [1st Dept 2015) ["That these restrictions leave plaintiff without a remedy is of no moment, as a party may not rewrite the terms of an agreement because, in hindsight, it dislikes its terms"] [citation omitted]). Accordingly; that branch of the motion in the Siras action and the foreclosure action seeking a stay of the foreclosure action is denied. Turning to that branch of 's motion in the foreclosure action for an order, pursuant to CPLR 1003, to dismiss from this action and strike from the caption the fictitious defendants "John Does" #1 through #20 inclusive, it is granted. 11 of 19

21 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED: NEW YORK COUNTY CLERK 03/13V2V1.7b 5iV591 AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 11 of 18 As to that branch of the motion, pursuant to RPAPL 1321, seeking a reference to a Referee, the only defendants to interpose opposition to 's motion are Mutual, LLC, 554 West 38th Street, LLC, and Jacob I. Sopher a/k/a Hank Sopher (collectively, the "ROFR defendants"). The ROFR defendants interposed an answer in the foreclosure action (Sopher Aff., Exs. B and C). They claim that at the time UBS extended the loan and mortgage to Bifrost the ROFR defendants had a right of first refusal to any garage that may be built on the mortgaged premises. Counsel to the ROFR defendants, Robert T. Holland, raised this issue with counsel to , Janice Mac Avoy, by on June 1, 2016 (Holland Affirm., 91 5). Mac Avoy responded to Holland "shortly after she received [his] letter" that would evaluate the ROFR defendants' claim (Id., SI 6). Holland claims that he "heard nothing from Ms. Mac Avoy about either the substantive issues raised or the issue of adjourning [ 's] motion" (id.), and, as such, interposed opposition to 's motion on June 3, 2016 (NYSCEF Doc. Nos. 119 and 120). Subsequently, 's counsel responded to Holland by dated June 22, 2016, and agreed to dismiss the foreclosure action as to the ROFR defendants (Mac Avoy Affirm., 8/5/16, Ex. A). A draft stipulation of discontinuance was enclosed with the 12 of 19

22 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED: NEW YORK COUNTY CLERK 03 NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 12 of 18 (Id.). Apparently, the ROFR defendants declined to sign the stipulation of discontinuance. Holland claims that the ROFR defendants incurred legal fees and costs in defending against 's foreclosure action (Holland Affirm., 91 14). In a reply affirmation, Mac Avoy requests that this Court discontinue the foreclosure action as to the ROFR defendants pursuant to CPLR 3217(b) (Mac Avoy Affirm., 8/5/16, 13) CPLR 3217(b) provides, in relevant part: Except as provided in subdivision (a) [not applicable herein], an action shall not be discontinued by a party asserting a claim except upon order of the court and upon terms and conditions, as the court deems proper. Counsel's application for such substantive relief submitted on reply is not proper (CPLR 2211). Accordingly, that branch of 's motion to refer this matter to a Referee is denied without prejudice to renew pending submission of a proper motion pursuant to CPLR 3217(b) to discontinue against the ROFR defendants, or a stipulation of discontinuance executed by all parties appearing in the action. The Siras Action Siras moves for leave to file and serve a second amended complaint ("SAC") to assert a claim for civil conspiracy against defendants , Dai, Dwyer, and Dai & Associates in the 13 of 19

23 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 F I LED : NEW YORK COUNTY CLERK 0 3 glie-7210)3. 7 5/ I AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 13 of 18 seventh cause of action (Leyva Affirm., 7/7/16, Ex. J, SAC, ST ). Leave to file an amended complaint is freely given unless there is prejudice or surprise to the defendant as a result of the delay in amending, "or if the proposed amendment is palpably improper or insufficient as a matter of law" (McGhee v Odell, 96 AD3d 449 [1st Dept 2012] [internal quotation marks and citations omitted)). While "New York does not recognize an independent cause of action for conspiracy to commit a civil tort [a]llegations of conspiracy are permitted... to connect the actions of separate defendants with an otherwise actionable tort" (Abacus Federal Savings Bank v Lim, 75 AD3d 472 [1st Dept 2010] [internal quotation marks omitted)). In order to allege civil conspiracy, Siras must sufficiently allege a tort claim, and the following elements: "(1) an agreement between two or more parties; (2) an overt act in furtherance of the agreement; (3) the parties' intentional participation in the furtherance of a plan or purpose; and (4) resulting damage or injury" (Id ). The amended complaint presently sets forth causes of action for breach of fiduciary duty asserted by Siras, and derivatively, by Reedrock on behalf of Bifrost (second and fourth causes of action) against Dai, Dwyer, Dai & Associates, and others. The 14 of 19

24 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 'FILED : NEW YORK COUNTY CLERK 0 3 /13V210) I AN NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 14 of 18 proposed cause of action for civil conspiracy provides that defendant , an affiliate of defendant Kuafu, purchased the UBS loan as: part and parcel of a conspiracy with Kuafu and its principals designed to prevent UBS from extending the UBS Loan, unlawfully manufacture a supposed default, and acquire title to the Property free and clear of Siras's interest in the Project, all in furtherance of Kuafu and its principals' breach of their fiduciary duties to the Company. (Leyva Affirm., 7/7/16, Ex. J, SAC, T 205). The proposed SAC goes on to detail the acts and participation of the parties in furtherance of the alleged conspiracy to "acquire title to the Property free and clear of Siras' interest in the Project" (Id., 'Rif ). Kuafu and D&A claim that the conspiracy allegations are conclusory and insufficient. Moreover, neither the amended complaint nor the proposed SAC sets forth a breach of fiduciary duty claim against defendant Kuafu or defendant Kuafu argues that the operating agreement prohibits such a claim and points to the following provision of the operating agreement: Subject to the terms of this Agreement, the Managers shall serve as the managers of the Company with the right to bind the Company as permitted hereunder. No Member, in its capacity as a Member, shall have the authority to bind the Company. The Members, in exercise of their duties hereunder as Members, shall have no fiduciary duties towards each other, provided, 15 of 19

25 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3 flit-t211, AM NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 15 of 18 however, nothing in this sentence shall limit the fiduciary duties any Members may have in its capacity as Manager. (Verma Aff., 10/19/15, Ex. A, 3.01(b) [emphasis in original]). Contrary to Kuafu's argument, this provision does not prohibit all fiduciary duty claims. Notwithstanding this finding, Siras' proposed seventh cause of action is insufficiently pleaded. According to the amended complaint and the proposed second amended complaint, Kuafu was a main actor in Siras' allegations supporting any breach of fiduciary duty claims, yet there is no claim being asserted against Kuafu for breach of fiduciary duty. Also, Siras is not seeking to assert the conspiracy claim against Kuafu. Instead, the allegations set forth in the proposed seventh cause of action attempt to create a nexus between the actions of defendant with an unpleaded underlying tort allegedly committed by Kuafu. As such, the proposed seventh cause of action is not sufficiently pleaded against defendant Further, this proposed cause of action as against defendants Dai, Dwyer, and Dai & Associates is duplicative of the breach of fiduciary duty claims already asserted against these defendants. Accordingly, that branch of Siras' motion for leave to serve a second amended complaint to assert a seventh cause of action for conspiracy is denied. 16 of 19

26 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3/11V2V17 /1 NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 ilua Index No.: /2015 Page 16 of 18 Turning to defendant Kuafu's cross motion to dismiss the amended complaint as to defendant , it is denied. Here, only the eight and ninth causes of action in the amended complaint are asserted against defendant They both seek a declaratory judgment and a permanent injunction. Specifically, in the eighth cause of action, individual plaintiffs Sumaida and Verma seek to prevent from enforcing the personal guarantees they executed in connection with the UBS loan (Amended Compl., I ). In the ninth cause of action, Siras seeks a judicial declaration that " is not entitled to exercise or attempt to exercise any of the lender's default remedies under the UBS Loan against [Bifrost]" and injunctive relief to enjoin " from exercising or attempting to exercise any of the lender's default remedies under the UBS Loan against [Bifrost]" (Amended Compl., Request for Relief, 911 ix and x). Although Siras does not have the authority to defend the foreclosure action given that it does not appear to have the requisite seventy-five percent interest to exert managerial control, that does not mean that it is barred from asserting direct claims in this action for declaratory and injunctive relief against defendant to protect its purported interest in the property. 17 of 19

27 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED: NEW YORK COUNTY CLERK 03/M72 NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/ AM Index No.: /2015 Page 17 of 18 Nonetheless, Kuafu argues that the amended complaint should be dismissed as against defendant because there are no substantive claims asserted against defendant This argument is unavailing. Here, in this action, Siras asserts substantive claims against Kuafu and its principals which, in part, concern defendant 's acquisition of the UBS loan. And, significantly, in defendant Dai's own words, defendant is "an affiliate controlled by two of Kuafu's three members" (Dai Aff., 8/12/16, 1 29), whose members are defendants in this action. The cases relied upon by Kuafu to support its argument are factually distinguishable from the case at bar. Those cases involve dismissal of all the substantive claims that formed the basis for the declaratory and injunctive reliefs (see Canestaro v Raymour and Flanigan Furniture Co., 42 Misc 3d 1210(A) [Sup Ct, Erie County 2013]; Held v Macy's Inc., 25 Misc 3d 1219(A) [Sup Ct, Westchester County 2009]). Here, unlike Canestaro and Held, Siras' substantive claims, namely, allegations of wrongful conduct perpetrated by Kuafu and D&A, remain, and, as such, form the basis for the declaratory and injunctive reliefs sought against defendant Accordingly, it is hereby 18 of 19

28 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED: NEW YORK COUNTY CLERK 03 2 NYSCEF DOC. NO. 416 RECEIVED NYSCEF: 03/31/2017 Index No.: /2015 Page 18 of 18 ORDERED that Siras' motions under Index Nos.: /2015 (mtn seq. no. 007) and /2015 (mtn seq. no. 002) are denied in their entirety; and it is further ORDERED that the cross motion by Kuafu, , Dai, Shan, and Yuan under Index Nos.: /2015 (mtn seq. no. 007) and /2015 (mtn seq. no. 002) to dismiss the amended complaint against th Avenue LLC is denied; and it is further ORDERED that th Avenue LLC's motion under Index No.: /2015 (mtn seq. no. 001) is granted to the extent of dismissing from this action and striking from the caption the fictitious defendants "John Does" #1 through #20 inclusive, and amending the caption accordingly, and is otherwise denied. This memorandum opinion constitutes the decision and order of the Court. Dated: HON. JEFFREY K. OING, J.S.C. JEFFREY K.OING J.S.G. 19 of 19

29 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 Exhibit B

30 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED INDEX NYSCEF: NO / /22/2017 NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 05/18/2017 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK SIRAS PARTNERS LLC, SAIF SUMAIDA, and ASHWIN VERMA, Index No /2015 -against- Plaintiffs, NOTICE OF APPEAL ACTIVITY KUAFU HUDSON YARDS LLC, TH AVENUE LLC, SHANG DAI, ZENGLIANG "DENIS" SHAN, QILING YUAN, DANIEL DWYER, and DAI & ASSOCIATES, P.C., Defendants, -and- REEDROCK KUAFU DEVELOPMENT COMPANY LLC, SIRAS KUAFU LP, ATHENA KUAFU LP, SIRAS KUAFU LAND HOLDINGS LLC, and BIFROST LAND LLC, Nominal Defendants. PLEASE TAKE NOTICE that appellants Siras Partners LLC, Saif Sumaida, and Ashwin Verma ("Appellants") hereby appeal to the Appellate Division in and for the First Department, from the Decision and Order of the Honorable Jeffrey K. Oing, J.S.C., entered in this action on March 31, 2017, and served with Notice of Entry dated May 18, 2017 (the "Order"). This appeal is taken from those portions of the Order that denied Appellants' motion to stay the related foreclosure proceeding ( th Avenue, LLC v. Bifrost Land LLC et al., Index No /2015), and denied Appellants' leave to file a Second Amended Complaint / v1 1 of 2

31 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED INDEX NYSCEF: NO / /22/2017 NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 05/18/2017 DATED: New York, New York COLE SCHOTZ P.C. May 18, 2017 By: /s/ Leo V. Leyva Leo V. Leyva Joseph Barbiere Jed M. Weiss Attorneys for Siras Partners, LLC, Ashwin Verma and Saif Sumaida 1325 Avenue of the Americas, 19 th Floor New York, New York (212) TO: Janice MacAvoy, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York Attorneys for Defendants Activity Kuafu Hudson Yards LLC, Shang Dai, Zengliang Shan, Qiling Yuan, and I lth Avenue LLC Via Electronic Filing Jonathan B. Bruno, Esq. Deborah M. Isaacson, Esq. RIVKIN RADLER LLP 477 Madison Avenue, 20th Floor New York, New York Attorneys for Shang Dai, Daniel Dwyer, and Dai & Associates, P.C. Via Electronic Filing 54209/ v1 2 2

32 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO (FILED: NEW YORK COUNTY CLERK 05/18/ :44 PM) RECEIVED INDEX NYSCEF: NO / /22/2017 NYSCEF DOC. NO. 419 RECEIVED NYSCEF: 05/18/2017 SUPREME COURT OF THE STATE OF NEW YORK APPELLATE DIVISION: FIRST DEPARTMENT SIRAS PARTNERS LLC, SAIF SUMAIDA, and Index No /2015 ASHWIN VERMA, -against- Plaintiffs, PRE ARGUMENT STATEMENT ACTIVITY KUAFU HUDSON YARDS LLC, TH AVENUE LLC, SHANG DAI, ZENGLIANG "DENIS" SHAN, QILING YUAN, DANIEL DWYER, and DAI & ASSOCIATES, P.C., Defendants, -and- REEDROCK KUAFU DEVELOPMENT COMPANY LLC, SIRAS KUAFU LP, ATHENA KUAFU LP, SIRAS KUAFU LAND HOLDINGS LLC, and BIFROST LAND LLC, Nominal Defendants. Appellants Siras Partners LLC, Saif Sumaida, and Ashwin Verma ("Appellants"), by and through their attorneys Cole Schotz, PC hereby submit their Pre-Argument Statement pursuant to 22 N.Y.C.R.R (b) as follows: 1. The title of the action is as stated in the above caption. 2. The full names of the parties are as stated in the above caption. 3. Counsel for Appellants: Cole Schotz PC Leo V. Leyva 1325 Avenue of the Americas, 19th Floor New York, NY (212) / v1 25

33 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO FILED: NEW YORK COUNTY CLERK 05/18/ :44 PM) RECEIVED INDEX NYSCEF: NO / /22/2017 NYSCEF DOC. NO. 419 RECEIVED NYSCEF: 05/18/2017 Counsel for Respondents: Janice MacAvoy, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York Attorneys for Activity Kuafu Hudson Yards LLC, Shang Dai, Zengliang Shan, Qiling Yuan, and nth Avenue LLC Jonathan B. Bruno, Esq. Deborah M. Isaacson, Esq. RIVKIN RADLER LLP 477 Madison Avenue, 20th Floor New York, New York Attorneys for Shang Dai, Daniel Dwyer, and Dai & Associates, P.C. 5. This appeal is taken from those portions of the March 29, 2017 Order (entered March 31, 2017) that denied Appellants' motion to stay the related foreclosure proceeding ( th Avenue, LLC v. Bifrost Land LLC et al., Index No /2015), and denied Appellants' leave to file a Second Amended Complaint (the "Order"). A true and accurate copy of the Order is annexed hereto as Exhibit "A." 6. Appellants commenced this action on or about March 19, 2015 seeking monetary and declaratory relief as a result of scheme by Activity Kuafu Hudson Yards LLC and its principals, Shang Dai and Zengliang "Denis" Shan, to unlawfully wrest control of a highly successful real estate venture known as Hudson Rise from Appellants. Appellants bring causes of action both directly and derivatively on behalf of the parties' joint venture entity for, among other things, Breach of Contract, Breach of Fiduciary Duty, Attorney Malpractice, Violations of NY Judiciary Law 487, Tortious Interference with Contract, and Declaratory relief. 7. Pursuant to the Order, the Supreme Court, among other things, denied Appellants' motion to stay the related foreclosure proceeding ( th Avenue, LLC v. Bifrost Land LLC et al., Index No /2015), and denied Appellants' leave to file a Second Amended Complaint / v1 2 25

34 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO FILED: NEW YORK COUNTY CLERK 05/18/ :44 PI4 RECEIVED INDEX NYSCEF: NO / /22/2017 NYSCEF DOC. NO. 419 RECEIVED NYSCEF: 05/18/ This appeal is taken from those portions of the Order that denied Appellants' motion to stay the pending and related foreclosure proceeding, and denied Appellants' leave to file a Second Amended Complaint. The foreclosure proceeding is an active case. In denying Appellants' motion for a stay of the related foreclosure proceeding, the Trial Court failed to apply the standard for a stay pursuant to CPLR 2201, and improperly determined that Appellants were seeking to interpose a defense to the foreclosure proceeding in violation of the parties' operating agreement. DATED: New York, New York COLE SCHOTZ P.C. May 18, 2017 TO: By: /s/ Leo V. Leyva Leo V. Leyva Joseph Barbiere Jed M. Weiss Attorneys for Siras Partners, LLC, Ashwin Verma and Saif Sumaida 1325 Avenue of the Americas, 19th Floor New York, New York (212) Janice MacAvoy, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York Attorneys for Defendants Activity Kuafu Hudson Yards LLC, Shang Dai, Zengliang Shan, Qiling Yuan, and I lth Avenue LLC Via Electronic Filing Jonathan B. Bruno, Esq. Deborah M. Isaacson, Esq. RIVKIN RADLER LLP 477 Madison Avenue, 20th Floor New York, New York Attorneys for Shang Dai, Daniel Dwyer, and Dai & Associates, P.C. Via Electronic Filing 54209/ v1 3 25

35 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED INDEX NYSCEF: NO / /22/2017 FILED: NEW YORK COUNTY CLERK 05/18/ :44 PM] NYSCEF DOC. NO. 419 RECEIVED NYSCEF: 05/18/2017 EXHIBIT A 25

36 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO (FILED: NEW YORK COUNTY CLERK 05/18/ :40 PM RECEIVED INDEX NYSCEF: NO / /22/2017 NYSCEF DOC. NO. 419 RECEIVED NYSCEF: 05/18/2017 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK SIRAS PARTNERS LLC, SAIF SUMAIDA, and ASHWIN VERMA, -against- Plaintiffs, ACTIVITY KUAFU HUDSON YARDS LLC, TH AVENUE LLC, SHANG DAI, ZENGLIANG "DENIS" SHAN, QILING YUAN, DANIEL DWYER, and DAI & ASSOCIATES, P.C., Index No /2015 NOTICE OF ENTRY Defendants, -and- REEDROCK KUAFU DEVELOPMENT COMPANY LLC and BIFROST LAND LLC, Nominal Defendants. ACTIVITY KAUFU HUDSON YARDS LLC, -and- Counterclaim-Plaintiff, SIRAS PARTNER LLC, SAIF SUMAIDA, AND ASHWIN VERMA, -and- Counterclaim-Defendants REEDROCK KUAFU DEVELOPMENT COMPANY LLC, Nominal Counterclaim- Defendants 54209/ v1 25

37 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO (FILED: NEW YORK COUNTY CLERK 05/18/ :40 PM) RECEIVED INDEX NYSCEF: NO / /22/2017 NYSCEF DOC. NO. 417 RECEIVED NYSCEF: 05/18/2017 PLEASE TAKE NOTICE that annexed hereto is a true and accurate copy of the Order of the Honorable Jeffery K. Oing, J.S.C., dated March 29, 2017 and entered with the New York County Supreme Court on March 31, DATED: New York, New York COLE SCHOTZ P.C. May 18, 2017 By: Is/ Leo V. Leyva Leo V. Leyva Joseph Barbiere Jed M. Weiss Attorneys for Siras Partners, LLC, Ashwin Verma and Saif Sumaida 1325 Avenue of the Americas, 19th Floor New York, New York (212) TO: All Counsel of Record (via ECF) 54209/ v1 2 21

38 FILED: NEW YORK COUNTY CLERK 05/22/ :34 03:03 PM INDEX NO /2015 NYSCEF DOC. NO RECEIVED NYSCEF: 05/22/2017 FILED : NEW YORK COUNTY CLERK 0 3 firic2v1 '7 50M EN I 1101 NYSCEF DOgupir_4. 13 EME COURT OF THE STAiiioYIioilii5 /12 / 2 17 NEW YORK COUNTY PRESENT: JEFFREY K. OING S C. Index Number : /2015 SIRAS PARTNERS LLC vs. ACTIVITY KUAFU HUDSON YARDS SEQUENCE NUMBER : 007 STAY PROCEEDINGS Justice PART qe INDEx NO. MOTION DATE MOTION SEQ. NO. The following papers, numbered 'I to, were read on this motion to/for Notice of Motion/Order to Show Cause Affidavits Exhibits Answering Affidavits Exhibits Replying Affidavits No(s). No(s). I No(s). Upon the foregoing papers, it Is ordered that this motion is e Cja6AIL 11MA/14A OtitA.66A14& tetted:mayg6-1 CI) 014_ 6LCCOly, h'tas,c6a vtit- FOR THE F OLLOWING R EA SON( S) :,J.S.C. JLFFREY K. OING J.S.C. 1. CHECK ONE: 0 CASE DISPOSED N-FINAL DISPOS TION CHECK AS APPROPRIATE: MOTION IS: CI GRANTED [i] DENIED GRANTED IN PART ER 3. CHECK IF APPR6PRIATE: SETTLE ORDER El SUBMIT ORDER y. El DO NOT POST E] FIDUCIARY APPOINTMENT El REFERENCE of 29