FILED: NEW YORK COUNTY CLERK 05/22/ :59 PM INDEX NO /2013 NYSCEF DOC. NO. 201 RECEIVED NYSCEF: 06/01/2015

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1 FILED: NEW YORK COUNTY CLERK 05/22/ :59 PM INDEX NO /2013 NYSCEF DOC. NO. 201 RECEIVED NYSCEF: 06/01/2015 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BMW GROUP LLC, 2055 CRUGER, LLC, SKIVJANI REALTY CORP., GLENHILL ASSOCIATES, LLC, and 498 SEVENTH, LLC, on behalf of themselves and all others similarly situated, v. Plaintiffs, Index No (Kornreich, J.S.C.) NOTICE OF APPEAL CASTLEROM HOLDINGS CORP. f/k/a CASTLE OIL CORPORATION, Defendant. PLEASE TAKE NOTICE that Plaintiffs BMW Group LLC, 2055 Cruger, LLC, Skivjani Realty Corp., Glenhill Associates, LLC, and 498 Seventh, LLC, on behalf of themselves and all others similarly situated, by and through their undersigned counsel, hereby appeal to the Appellate Division of the Supreme Court of the State of New York, First Department, from the final judgment dismissing the action (the "Judgment"), made and entered in the Office of the Clerk for the Supreme Court of the State of New York, County of New York, on April 21, 2015, and served with Notice of Entry on April 22, A copy of the Judgment with Notice of Entry is annexed hereto at Exhibit 1. This appeal is taken from each and every part of the Judgment and the whole therefor. [SIGNATURE PAGE TO FOLLOW]

2 Dated: New York, New York June I, 2015 One Dag Hammarskjold Plaza 885 Second Avenue, 47th Floor New York, New York (212) GROSSMAN LLP Stanley M. Grossman Judd B. Grossman 405 Park Avenue, 10th Floor New York, New York (646) ROBERT F. KENNEDY, JR. 48 Dewitt Mills Road Hurley, New York (845) Attorneys for Plaintiffs-Appellants To: CLERK OF THE SUPREME COURT New York County HOLLAND & KNIGHT LLP Michael D. Hess Robert J. Burns Benjamin R. Wilson New York, New York (212) Attorneys for Defendant-Respondent 2

3 SUPREME COURT OF THE STATE OF NEW YORK APPELLATE DIVISION-FIRST DEPARTMENT BMW GROUP LLC, 2055 CRUGER, LLC, SKIVJANI REALTY CORP., GLENHILL ASSOCIATES, LLC, and 498 SEVENTH, LLC, on behalf of themselves and all others similarly situated, v. Plaintiff-Appellants, CASTLEROM HOLDINGS CORP. f/k/a CASTLE OIL CORPORATION, New York County Index No /20 l 3 CIVIL APPEAL PRE-ARGUMENT STATEMENT Defendant-Respondent. Plaintiff-Appellants BMW Group LLC, 2055 Cruger, LLC, Skivjani Realty Corp., Glenhill Associates, LLC, and 498 Seventh, LLC, on behalf of themselves and all others similarly situated, submit this Pre-Argument Statement pursuant to section of the Rules of the Appellate Division of the Supreme Court of the State of New York, First Judicial Department: 1. Title of the Action. The title of this action is set forth in the caption above. 2. Parties: The full names of the original parties to this action are: BMW Group LLC, Glenhill Associates, LLC, and 498 Seventh, LLC, on behalf of themselves and all others similarly situated, Plaintiffs, against Castle Oil Corporation, Defendant Cruger, LLC and Skivjani Realty Corp. were added as plaintiffs at the time of the filing of the First Amended Class Action Complaint. 3. Counsel for Plaintiff-Appellants: WACHTEL MISSRY LLP William B. Wachtel Julian D. Schreibman Elliot Silverman Stella Lee One Dag Hammarskjold Plaza 885 Second Avenue, 47th Floor New York, New York (212) wachtel@wmllp.com jschreibman@wmllp.com esilverman@wmllp.com slee@wmlip.com GROSSMAN LLP Stanley M. Grossman Judd B. Grossman 405 Park Avenue, l 0th Floor New York, New York (646) sgrossman@grossmanllp.com j grossman@grossman I Ip.com ROBERT F. K ENNEDY, JR. 48 Dewitt Mills Road Hurley, New York (845)

4 4. Counsel for Defendant-Respondent: HOLLAND & KNIGHT LLP Michael D. Hess Robert J. Burns Benjamin R. Wilson New York, New York (212) benjamin. wi 5. Court Appealed from: The court appealed from is the Supreme Court of the State of New York, County of New York. 6. Nature of the Action: Plaintiffs below commenced a putative class action asserting causes of action against Defendant Castle Oil Corp. ("Castle") for breach of express and implied warranty, breach of contract, and violation of New York General Business Law 349, inter alia. 7. Result Reached Below: By Judgment made and entered on April 21, 2015 in the Office of the Clerk for the Supreme Court of the State of New York, County ofnew York, served with Notice of Entry on April 22, 2015, Supreme Court entered final judgment dismissing the action with prejudice. 8. Grounds for Reversal: The Judgment should be reversed because, in addition to the grounds fully briefed in the Pending Castle Appeal (defined below), Plaintiffs' First Amended Complaint was sufficient on its face to state a claim for violations of General Business Law Related Actions: Plaintiffs timely noticed and perfected an appeal presently pending in this Court from the Order of Supreme Court entered on September 11, 2014, granting Castle's motion to dismiss the Second Amended Class Action Complaint with prejudice pursuant to CPLR 3211 (a)(7) (the "Pending Castle Appeal"). On November 11, 2014, Castle initiated further motion practice below (Seqs. #005 and #006), prior to seeking entry of final Judgment. On January 5, 2015, Plaintiffs filed 2

5 their record on appeal and appellate brief, and Castle filed an original and revised responding brief on or about March 9 and April 2, 2015, respectively. Castle served a copy of the Judgment made and entered April 21, 2015 from which Plaintiffs herein notice their appeal, with Notice of Entry dated April 22, 2015, a copy of which is annexed hereto at Exhibit The putative class action captioned Mid Island L.P et al. v. Hess Corporation, Supreme Court, New York County, Index No /2013, Justice Kornreich presiding, (the "Hess Action"), was designated in the court below as related to this action. By Notice of Appeal dated October 10, 2014, Plaintiffs appealed from an order entered on or about September 11, 2014 in the Hess Action, granting Hess Corporation's motion to dismiss pursuant to CPLR 3211 (a)(7) (the "Pending Hess Appeal"). 11. The Pending Castle Appeal and the Pending Hess Appeal were both perfected on or about January 5, 2015, and were subsequently adjourned to this Court's September 2015 Term. 3

6 Dated: New York, New York June 1, 2015 By: One Dag Hammarskjold Plaza 885 Second Avenue, 4 7th Floor New York, New York (212) jschreibman@wmllp.com GROSSMAN LLP Stanley M. Grossman Judd B. Grossman 405 Park Avenue, I 0th Floor New York, New York (646) ROBERT F. KENNEDY, JR. 48 Dewitt Mills Road Hurley, New York (845) Attorneys for Plaintiffs-Appellants To: CLERK OF THE SUPREME COURT New York County HOLLAND & KNIGHT LLP Michael D. Hess Robert J. Burns Benjamin R. Wilson New York, New York (212) Attorneys for Defendant-Respondent 4

7 EXHIBIT 1

8 FILED: NEW YORK COUNTY CLERK 04/22/ :03 PM INDEX NO /2013 NYSCEF DOC. NO. 200 RECEIVED NYSCEF: 04/22/2015 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BMW GROUP LLC, 2055 CRUGER, LLC, SKIVJANI REALTY CORP., GLENHILL ASSOCIATES, LLC, and 498 SEVENTH, LLC, on behalf of themselves and all others similarly situated, -against- Plaintiffs, Index No /2013 Hon. Shirley Werner Kornreich NOTICE OF ENTRY CASTLEROM HOLDINGS CORP. f/k/a Castle Oil Corporation, Defendant. PLEASE TAKE NOTICE that the within is a true and correct copy of the Judgment, duly made and entered in this action and filed in the Office of the Clerk for Supreme Court of the State of New York, County of New York, on April 21, Dated: New York, New York April 22, 2015 HOLLAND & KNIGHT LLP Attorneys for Defendant Castlerom Holdings Corp. f/k/a Castle Oil Corporation By.JXf- Michael D. Hess Robert J. Burns Benjamin R. Wilson New York, New York Tel.: (212) TO: WACHTEL MISSRY LLP William B. Wachtel Julian D. Schreibman Stella Lee One Dag Hammarskjold Plaza

9 885 Second Avenue, 47 th Floor New York, New York Tel.: (212) GROSSMAN LLP Stanley M. Grossman Judd B. Grossman 590 Madison Avenue, 18 th Floor New York, New York Tel: (646) ROBERT F. KENNEDY, JR. 48 Dewitt Mills Road Hurley, New York (845) Attorneys for Plaintiffs # vl

10 INDEX IFILED; NEW YORK COUNTY CLERK 04/21/ :49 PMI N /2013 N^SCEE»l50C. NO. 199 RECEIVED NYSCEF: 04/21/2015 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BMW GROUP LLC, 2055 CRUGER, LLC, SKIVJANI REALTY CORP., GLENHILL ASSOCIATES, LLC, and 498 SEVENTH, LLC, on behalf of themselves and all others similarly situated, Plaintiffs, Index No /2013 Hon. Shirley Werner Kornreich Corporation, - against - Castle Oil JUDGMENT Defendant. WHEREAS, Plaintiffs BMW Group LLC, Glenhill Associates, and 498 Seventh, LLC commenced this action by filing a Class Action Complaint against Defendant Castlerom Holdings Corp., then known as Castle Oil Corporation, on or about March 15, 2013; WHEREAS, Plaintiffs moved by order to show cause on or about March 18, 2013 for a preliminary injunction; WHEREAS, the Court having entered an Order on or about April 29, 2013, denying Plaintiffs' motion for a preliminary injunction; WHEREAS, Plaintiffs subsequently filed their First Amended Class Action Complaint on or about May 21, 2013, naming as additional plaintiffs 2055 Cruger, LLC and Skivjani Realty Corp., and alleging fraud, negligent misrepresentation, breach of express and implied warranties under the Unifomi Commercial Code, violation of the Magnuson-Moss Warranty Act, violation of New York General Business Law 349, breach of contract, and unjust enrichment;

11 WHEREAS, Plaintiffs having moved by order to show cause to consolidate the instant action with other actions pending in Westchester County, and the Court having entered an Order on or about July 17, 2013 denying Plaintiffs' motion to consolidate; WHEREAS, Defendant moved this Court pursuant to Rule 3211(a)(7) of the Civil Practice Law and Rules for an Order dismissing the First Amended Class Action Complaint in this action; WHEREAS, the Court having entered an Order on or about October 31, 2013, dismissing (a) with prejudice Plaintiffs' causes of actions for negligent misrepresentation and unjust enrichment as well as their claims under the Magnuson-Moss Warranty Act and New York General Business Law 349; and (b) with leave to replead Plaintiffs' causes of actions for breach of express and implied warranties, breach of contract, and fraud; WHEREAS, on or about November 1,2013, Plaintiffs filed their Second Amended Class Action Complaint, alleging only breach of express and implied warranties and breach of contract; WHEREAS, Defendant moved this Court pursuant to Rule 3211 (a)(7) of the Civil Practice Law and Rules for an Order dismissing the Second Amended Class Action Complaint in this action; WHEREAS, upon the Order and Decision of this Court, dated September 5, 2014 (Honorable Shirley Werner Kornreich), and electronically filed September 11, 2014, granting Defendant's motion to dismiss with prejudice and directing the Clerk of the Court to enter judgment accordingly, with costs and disbursements to Defendant; WHEREAS, on or about April 14, 2015, the Court having entered an Order denying Defendant's motion for sanctions and Plaintiffs' cross-motion for sanctions; it is hereby,, / 7_ ADJUDGED that the action is dismissed with prejudice, and Defendant Castle Oil Corporation, does recover of Plaintiffs BMW GroupC? W _vl

12 (g 0 6 LLC, 2055 Cruger, LLC, Skivjam Realty Corp., Glenhill Associates, LLC and 498 Seventh, LLC costs and disbursements, as taxed by the Clerk of the Court, in the amount of $ ^ and that the Defendant has execution thereon. Clerk i r"' APR , COUNTY CLERK'S OFFICE NEW YORK.^^ N «- ^.Tc -to 2- I / -rr (T?f 7 IA C C, T "?i /C1.t/ S I fct 'I (j. Hit T* fi.e. A.1 y^l ICI I (

13 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BMW GROUP LLC, 2055 CRUGER, LLC, SKIVJANI REALTY CORP., GLENHILL ASSOCIATES, LLC, and 498 SEVENTH, LLC, on behalf of themselves and all others similarly situated, - against - Plaintiffs, CASTLEROM HOLDINGS CORP. tfk/a Castle Oil Corporation, Index No /2013 Hon. Shirley Werner Kornreich BILL OF COSTS Defendant. COSTS for: Proceedings before Note of Issue is filed ($200) - CPLR 8201(1) $ ^ FEES and DISBURSEMENTS for: Motion expenses - CPLR 8301(b) (Defendant's Motions to Dismiss) $90.00 v / Obtaining transcript of court opinion - CPLR 8301(5), 8002 Clerk's fees to enter order - CPLR 8016(a)(3) TOTAL $ v '.szmr<. < «-smzo *? f-7-i r I HEREBY CERTIFY THAT I HAVE ADJUSTED THiSBILL OF COSTS AT r* 1 low APR 2U015 CLERK

14 ATTORNEY'S AFFIRMATION The undersigned, Benjamin R. Wilson, an attorney duly admitted to practice law in the courts of the State of New York, hereby affirms the following under penalty of perjury: 1. I am associated with the law firm of Holland & Knight LLP, attorneys for Defendant Castlerom Holdings Corp., formerly known as Castle Oil Corporation. 2. As such, I am familiar with the facts and circumstances of the above-captioned action; that the foregoing costs are correct and were necessarily incuned in this action and are reasonable in amount {see Exhibit A hereto, which is a true and accurate copy of proof of payment to obtain a copy of the transcript); and that the services for which fees have been charged were actually and necessarily performed and are reasonable in amount. Dated: April 16,2015 BENJA R. WILSON HOLLAND & KNIGHT LLP New York, New York (212) Attorneys for Defendant Castlerom Holdings Corp., f/k/a Castle Oil Corporation Costs are taxed in the amount of $ and included in the judgment. Dated: Clerk of the Court Fli COUNT' "APR 2 1 * *

15 INVOICE NO Robert Portas, RPR, CSR Senior Court Reporter Supreme Court - New York County - Civil Division 60 Centre Street - Room 420 New York, N.Y TAX I.D. NO October 18, HOLLAND & KNIGHT, LLP New York, N.Y, ATTN: MICHELLE T. HESS, ESQ Bill for stenographic services in the matter of: BMW GROUP LLC, ET AL vs. CASTLE OIL CORP. Index No /13 Before: HON. SHIRLEY KORNREICH, SCJ Date: October 17, 2013 Order Description; * O&l Copies of Motion/Argument Proceedings, Expedite * Full Word Index * of PDF file to michelle.hess@hklaw.com michael.hess@hklaw,com per page $ 217, TOTAL DUE $

16 *i-l. S M C LCUML* Bf GY WH adozzioslo wwwulegilcom Index No /2013 Year 20 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BMW GROUP LLC, 2055 CRUGER, LLC, SKIVJANI REALTY CORP., GLENHILL ASSOCIATES, LLC, and 498 SEVENTH, LLC, on behalf of themselves and all others similarly situated. Plaintiffs, - against - CASTLEROM HOLDINGS CORP. f/k/a Castle Oil Corporation, Defendant. Attorneys for JUDGMENT HOLLAND & KNIGHT LLP Defendant New York, NY (212) AT FILED AND DOCKETED APR " f M N.Y., CO. CLK'S OFFICE Pursuant to 22 NYCRE a, the undersigned, an attorney admitted to practice m the courts of New York State, certifies that, upon information and belief and reasonable inquiry, (1) the contentions contained m the annexed document are not frivolous and that (2) if the annexed document is an initiating pleading, (i) the matter was not obtained through illegal conduct, or that if it was, the attorney or other persons responsible for the illegal conduct are not participating m the matter or sharing m any fee earned therefrom and that (u) if the matter involves potential claims for personal injury or wrongful death, the matter was not obtained m violation of 22 NYCRR a. Dated. Signature Service of a copy of the within Dated. Print Signer's Name is hereby admitted. Attomey(s) for PLEASE TAKE NOTICE Q that the within is a (certified) true copy of a % NOTICE OF entered in the office of the clerk of the within-named Court on 20 t ENTRY that an Order of which the within is a true copy will be presented for settlement to the NOTICE OF Hon., one of the judges of the within-named Court, SETTLEMENT ttt on 20, at M Dated: Attorneys for HOLLAND & KNIGHT LLP To: New York, NY 10019

17 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BMW GROUP LLC, 2055 CRUGER, LLC, SKIVJANI REALTY CORP., GLENHILL ASSOCIATES, LLC, and 498 SEVENTH, LLC, on behalf of themselves and all others similarly situated, V. Plaintiffs, Index No /2013 (Kornreich, J.S.C.) Affirmation of Service CASTLEROM HOLDINGS CORP. f/k/a CASTLE OIL CORPORATION, Defendant. STELLA LEE, an attorney duly admitted to practice law in the State of New York, affirms pursuant to CPLR 2106, under the penalties of perjury, that on May 22, 2015, I caused plaintiffs' Notice of Appeal from the Judgment made and entered in the above-entitled action, filed in the Office of the Clerk of the Supreme Court of the State of New York, County of New York, on April 21, 2015, and served with Notice of Entry on April 22, 2015, to be served via NYSCEF on all parties of record, including counsel for the defendant Castlerom Holdings Corp. f/k/a Castle Oil Corporation, at the addresses designated by counsel for this purpose: HOLLAND & KNIGHT LLP Michael D. Hess Robert J. Burns Benjamin R. Wilson New York, New York (212) michael.hess@hklaw.com robert. burns@hklaw.com benjamin.wilson@hklaw.com