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Full title: Adversary case 21-50457. Complaint by ASAP International Hotel, LLC, on behalf of itself as former Manager ASAP Cayman Atlanta Hotel LLC and on behalf of the former members of ASAP Cayman Atlanta Hotel LLC against Sky Harbor Atlanta Northeast, LLC. Fee Amount $350 (21 (Validity, priority or extent of lien or other interest in property)),(91 (Declaratory judgment)),(72 (Injunctive relief - other)). AP Summons Served due date: 8/12/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E # 6 Exhibit F # 7 Exhibit G) (Gibson, Jason) (Entered: 05/14/2021)

Document posted on May 13, 2021 in the bankruptcy, 19 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

------------------------------------------------------------x COMPLAINT Plaintiff, Asap International Hotel, LLC (“ASAP International”), on behalf of itself as former Manager of ASAP Cayman Atlanta Hotel LLC and on behalf of the former Members of 1 The Debtors (collectively.the “Debtors”) in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657);EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONTI, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., 2ASAP International has authority to act on behalf of the former members of ASAP Cayman Atlanta Hotel LLC (of which it is also one), who are, Constellation Capital LLC, TOQI Investment LLC, JVW Investments LLC, Lion Investment LLC, Galaxy Investment Capital Inc, EZ Investment LLC, Yuan Family Trust, Uni Builders LLC, Lu Liu and Sky Harbor MGMT LLC.In or about February, 2019, Plaintiff, ASAP International, on behalf of itself as Manager of Atlanta Hotel LLC and on behalf of all of the members of Atlanta Hotel LLC (the “Atlanta Hotel Contributing Members”) on the one hand and the debtor, ASAP Cayman Atlanta Hotel LLC (“ASAP Cayman LLC”), on the other hand, entered in a certain Manager’s and Membership Interests Contribution Agreement (the “Atlanta Hotel Contribution Agreement”), whereby the parties agreed that ASAP International would contribute all of its manager’s interests in Atlanta Hotel LLC and the Atlanta Hotel Contributing Members would contribute all of their respective membership interests in Atlanta Hotel LLC in exchange for the Plaintiffs’ receipt of equal respective manager and membership interests in ASAP Cayman LLC.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -----------------------------------------------------------x In re: Chapter 11 EHT US1, INC., et al,1 Case No. 21-10036 (CSS) Debtors. (Jointly Administered) ------------------------------------------------------------x ASAP INTERNATIONAL HOTEL, LLC, on behalf of itself as former Manager of ASAP Cayman Atlanta Hotel LLC and on behalf of the former members of ASAP Cayman Atlanta Hotel LLC, Plaintiffs, Adv. Proc. No. REFER TO SUMMONS against SKY HARBOR ATLANTA NORTHEAST, LLC, Defendant. ------------------------------------------------------------x COMPLAINT Plaintiff, Asap International Hotel, LLC (“ASAP International”), on behalf of itself as former Manager of ASAP Cayman Atlanta Hotel LLC and on behalf of the former Members of 1 The Debtors (collectively. the “Debtors”) in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONTI, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661) and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor, New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications).

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ASAP Cayman Atlanta Hotel LLC2 (collectively, the “Plaintiffs” and each a “Plaintiff”), by its undersigned attorneys, as and for its complaint against the debtor and defendant, Sky Harbor Atlanta Northeast, LLC (the “Defendant” or “Sky Harbor”), in this adversary proceeding (the “Adversary Proceeding”), respectfully alleges as follows: I. JURISDICTION, VENUE, AND STATUTORY PREDICATES 1. This Court has jurisdiction over this Adversary Proceeding pursuant to 28 U.S.C. §§ 157 and 1334(b) and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. 2. This is a core proceeding under 28 U.S.C. § 157(a) and (b) (2)(A) and (O), and 1334. 3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 4. Pursuant to Local Rule 7008-1, Plaintiff hereby states that it does not consent to the entry of final orders or judgments by the Court. 5. This Adversary Proceeding is commenced against Defendant pursuant to 11 U.S.C. §§ 105(a), 541 and Rule 7001 of the Federal Rules of Bankruptcy Procedure, and any other applicable section of the Bankruptcy Code or any other Rule of the Federal Rules of Bankruptcy Procedure. II. NATURE OF RELIEF SOUGHT 6. As part of the relief sought in the Debtors’ pending Bankruptcy Code § 363 sale motion filed with the Court on March 9, 2021 (Court Docket No. 334) (the “Sale Motion”), the Defendant is seeking to sell certain real property known and described as a certain three (3) acre 2ASAP International has authority to act on behalf of the former members of ASAP Cayman Atlanta Hotel LLC (of which it is also one), who are, Constellation Capital LLC, TOQI Investment LLC, JVW Investments LLC, Lion Investment LLC, Galaxy Investment Capital Inc, EZ Investment LLC, Yuan Family Trust, Uni Builders LLC, Lu Liu and Sky Harbor MGMT LLC.

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parcel of vacant land (the “Excluded Parcel”)3, which is located adjacent to the hotel currently operated as the Hilton Atlanta Northeast with an address of 5993 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30092 (the “Property”). 7. The Plaintiffs commenced this Adversary Proceeding against the Defendant for: (i) an Order determining that the Excluded Parcel is not property of the Defendant’s estate under Bankruptcy Code § 541 and directing that title to same should be immediately conveyed by the Defendant to the Plaintiffs or their designee; and, (ii) a Declaratory Judgment that the Plaintiffs or their designee are the rightful owners of the Excluded Parcel and which directs the Defendant to immediately convey title to same to the Plaintiffs or their designee; (iii) an Order determining that the Plaintiffs are entitled to specific performance and directing that the Defendant shall be required to execute any and all documentation needed to legally vest and/or transfer title to the Excluded Parcel to the Plaintiffs or their designee; and, (iv) an Order granting the Plaintiffs such other and further relief as this Court deems just, proper and equitable. 8. Contemporaneously with this Adversary Proceeding, the Plaintiffs are filing an objection to the Sale Motion for the reasons set forth herein solely to the extent that said proposed sale concerns the Excluded Parcel. III. CASE BACKGROUND AND THE PARTIES 9. On January 18, 2021 (the “Petition Date”), the above-referenced Debtors, including the Defendant, filed voluntary petitions for relief pursuant to Chapter 11, Title 11 of the United States Code (the “Bankruptcy Code”). 10. Upon information and belief, the Debtors continue to manage their businesses and properties as debtors in possession pursuant to 11 U.S.C. §§ 1107 and 1108. 3 A legal description of the Excluded Parcel is annexed as Exhibit “G” hereto.

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11. The Debtors’ chapter 11 cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b), Local Rule 1015-1 and the Order Directing Joint Administration of Related Chapter 11 Cases [Docket No. 58]. 12. On February 4, 2021, the Office of the United States Trustee for Region 3 (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code, which committee was thereafter amended by the U.S. Trustee on or about February 16, 2021. (Docket No.’s 148 and 215). 13. Plaintiff, ASAP International, is a limited liability company organized and existing under the laws of the State of California with its principal place of business located at 81 N Mentor Ave., Pasadena, CA 91106 14. Upon information and belief, the Defendant is a limited liability company organized and existing under the laws of the State of Delaware with its principal place of business located at 5993 Peachtree Industrial Boulevard, Hilton Atlanta Northeast. Norcross, Georgia 20092 and an address for mailing and notice purposes of 3 Times Square, 9th Floor, New York, NY 10036 c/o Mr. Alan Tantleff. 15. As set forth below, through a series of approved and complicated transactions, ownership of the Defendant was ultimately transferred to the Eagle Hospitality Real Estate Investment Trust (the “Singapore REIT” also referred to herein as the “REIT”). 16. As set forth below, the Excluded Parcel was expressly excluded from the transfer of ownership of the Defendant to the REIT.

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IV. FACTS PERTINENT TO ALL CAUSES OF ACTION A. The Present Purported Ownership of the Excluded Parcel 17. Upon information and belief, prior to the transfer of the ownership of the Defendant into the REIT, Atlanta Hotel Holdings, LLC (“Atlanta Hotel LLC”), was the sole holder of all of the membership interests of the Defendant. 18. Upon information and belief, title to the Property is held in the Defendant’s name. 19. Upon information and belief, the Defendant is also the present sole purported owner of the Excluded Parcel in name only. 20. The Plaintiffs contend that such purported ownership of the Excluded Parcel is improper for the reasons set forth below and that the Excluded Parcel does not constitute property of the Defendant’s estate under Bankruptcy Code § 541. B. The Atlanta Hotel Contribution Agreement and the Sub-Division of the Excluded Parcel 21. In or about February, 2019, Plaintiff, ASAP International, on behalf of itself as Manager of Atlanta Hotel LLC and on behalf of all of the members of Atlanta Hotel LLC (the “Atlanta Hotel Contributing Members”) on the one hand and the debtor, ASAP Cayman Atlanta Hotel LLC (“ASAP Cayman LLC”), on the other hand, entered in a certain Manager’s and Membership Interests Contribution Agreement (the “Atlanta Hotel Contribution Agreement”), whereby the parties agreed that ASAP International would contribute all of its manager’s interests in Atlanta Hotel LLC and the Atlanta Hotel Contributing Members would contribute all of their respective membership interests in Atlanta Hotel LLC in exchange for the Plaintiffs’ receipt of equal respective manager and membership interests in ASAP Cayman LLC. Annexed hereto as Exhibit “A” is a true and complete copy of the Atlanta Hotel Contribution Agreement.

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22. Plaintiff, ASAP International, was advised that the forgoing transaction was the first step in a series of transactions to sell the Defendant to the REIT but which would exclude the Excluded Parcel. 23. Specifically, Paragraph “3(d)” of the Atlanta Hotel Contribution Agreement provides in relevant part that: “The Membership Interests [the interests conveyed by ASAP International and the Atlanta Hotel Contributing Members] shall exclude any interest in and to the approximately 3 acre parcel of vacant land (the “Excluded Parcel”) [the same “Excluded Parcel” defined herein] owned by Sky Harbor Atlanta Northeast, LLC (“Sky Harbor”) [the Defendant] and located adjacent to the hotel currently operated as the Hilton Atlanta Northeast with an address of 5993 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30092 (the “Property”) [the same “Property” defined herein]. The Excluded Parcel shall be conveyed by Sky Harbor to a third party separate and apart from the transactions contemplated in this Agreement, and no proceeds from the sale of the Excluded Parcel will be included in the Membership Interests transferred herein.” (emphasis supplied) (See Exhibit “A”, Paragraph “3(d)”) 24. At the time of the execution of the Atlanta Hotel Contribution Agreement, and the Purchase and Sale Agreements (defined below) the Property included the Excluded Parcel, accordingly subdivision of the Excluded Parcel from the Property was required. 25. The Plaintiffs as new owners of all of the interests in ASAP Cayman LLC or a company formed by them for the sole purpose of owning the Excluded Parcel was the intended “third party” referred in the above-referenced Paragraph “3(d)” of the Atlanta Hotel Contribution Agreement. 26. To accomplish the sale of the membership interests of the Defendant, now owned by ASAP Cayman LLC (because ASAP Cayman LLLC now owned all of the membership interests of Atlanta Hotel LLC, which was the sole owner of the Defendant), to the REIT, two specific Purchase and Sale Agreements for all of the membership interests in ASAP Cayman LLC (then owned by the Plaintiffs) were entered into as of March 12, 2019.

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C. The Purchase and Sale Agreements Concerning the Sale of the Manager and Membership Interests in ASAP Cayman 27. Pursuant to a certain Purchase and Sale Agreement for Membership Interests in ASAP Cayman LLC entered into as of March 12, 2019, Plaintiff, ASAP International, on behalf of itself and on behalf of all other members of ASAP Cayman LLC (i.e., the same prior members of the Atlanta Hotel LLC by virtue of the Atlanta Hotel Contribution Agreement, who shall also be referred to hereinafter as the “ASAP Cayman Members”), sold 50% of their respective manager and/or membership interests in ASAP Cayman LLC to MWCI, LLC (“MWCI”), a Cayman Islands limited liability company, pursuant to the terms and conditions set forth therein (collectively, the “MWCI PSA”). Annexed hereto as Exhibit “B” is a true and complete copy of the MWCI PSA. 28. Paragraph “4(xix)” of the MWCI PSA provides as follows: “Exclusion of Property. The property owned by Sky Harbor Atlanta Northeast, LLC (the “Property”) shall exclude an approximately 3 acre parcel of vacant land located next to the hotel that is located on the Property (the “Excluded Parcel”) [the same Excluded Parcel referred to Herein], and such parcel will be conveyed to a third party by Sky Harbor Atlanta Northeast, LLC”. (emphasis supplied) (See Exhibit “B”, Paragraph “4(xix)”). 29. As further set forth below, at the time of the MWCI PSA, the Plaintiffs had already begun the work of sub-dividing the Excluded Parcel. 30. The parties to the MWCI PSA specifically intended and provided that ASAP International and the ASAP Cayman Members retain ownership of the Excluded Parcel. 31. The parties to the MWCI PSA specifically agreed, contemplated and intended that the Plaintiffs or a company formed by them for the specific purpose of owning the Excluded Parcel was the “third party” referred to in the above-referenced paragraph and that the Excluded Parcel was NOT conveyed as part of the transactions which ultimately conveyed ownership of the Defendant to the REIT.

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32. Pursuant to a certain Purchase and Sale Agreement for Membership Interests in ASAP Cayman LLC entered into as of March 12, 2019, Plaintiff, ASAP International, on behalf of itself and on behalf of all the ASAP Cayman Members, sold 50% of their respective manager and/or membership interests in ASAP Cayman LLC to CWCI, LLC (“CWCI”), a Cayman Islands limited liability company, pursuant to the terms and conditions set forth therein (collectively, the “CWCI PSA”). Annexed hereto as Exhibit “C” is a true and complete copy of the CWCI PSA. 33. Paragraph “4(xix)” of the CWCI PSA provides as follows: “Exclusion of Property. The property owned by Sky Harbor Atlanta Northeast, LLC (the “Property”) shall exclude an approximately 3 acre parcel of vacant land located next to the hotel that is located on the Property (the “Excluded Parcel”) [the same Excluded Parcel referred to herein], and such parcel will be conveyed to a third party by Sky Harbor Atlanta Northeast, LLC”. (emphasis supplied) (See Exhibit “C”, Paragraph “4(xix)”). 34. As further set forth below, at the time of the CWCI PSA, the Plaintiffs had already begun the work of sub-dividing the Excluded Parcel. 35. The parties to the CWCI PSA specifically agreed, contemplated and intended that the Plaintiffs or a company formed by them for the specific purpose of owning the Excluded Parcel was the “third party” referred to in the above-referenced paragraph and that the Excluded Parcel was NOT conveyed as part of the transactions which ultimately conveyed ownership of the Defendant to the REIT. D. The REIT, 2019 Security Purchase Agreement, the Master Lease Agreement, Credit Agreement and the Defendant’s Position with respect to the Excluded Parcel 36. With the full knowledge and consent of all parties, including the REIT, the REIT sponsor, the Defendant, CWCI and MWCI, the new owners of the membership interests of the Defendant, Urban Commons Inc. and counsel for all of these respective parties (See excerpt from

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email trail attached hereto as Exhibit “D”) it was clear that ownership of the Excluded Parcel would remain with the Plaintiffs. 37. The Defendant (and the Debtors) do not dispute the existence and validity of the Purchase and Sale Agreements or the Atlanta Hotel Contribution Agreement. 38. Notwithstanding the forgoing, they refuse to honor the express and specific terms of same on the purported grounds that a subsequent Securities Purchase Agreement between CWCI, MWCI and the REIT dated April 25, 2019 (the “2019 Security Purchase Agreement”) does not make any reference to the Excluded Parcel or any future transfers of the Excluded Parcel and the REIT was not a party to the Purchase and Sale Agreements or the Atlanta Hotel Contribution Agreement. 39. Such position by the Defendant (and the Debtors) is legally untenable. 40. In its simplest terms, the Plaintiffs as SELLERS sold their respective management and membership interests in ASAP Cayman LLC (the entity which owned the Defendant) to MWCI and CWCI, as BUYERS. That concluded the transactions with the Plaintiffs. Thereafter, MWCI and CWCI as OWNERS sold their membership interests into the REIT. 41. The Plaintiffs as the original sellers of the ASAP Cayman LLC membership interests, held no interest in and had no control over MWCI or CWCI. 42. Upon information and belief, MWCI, CWCI and the REIT were all “affiliated” and related entities. MWCI and CWCI purportedly entered into the 2019 Security Purchase Agreement with the REIT that purportedly did not mention the Excluded Parcel. 43. The Plaintiffs had no control over this and were neither parties nor signatories to the 2019 Security Purchase Agreement.

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44. The Plaintiffs had concluded their part through the sale of their interests in ASAP Cayman LLC to MWCI and CWCI. 45. What MWCI and CWCI (the former Buyers and now owners of ASAP Cayman LLC) did with said interests or what agreements MWCI and CWCI executed after the fact did not change the clear fact that neither MWCI nor CWCI held an interest in the Excluded Parcel. 46. Nor did the Plaintiffs have any knowledge, input or anything to do with the 2019 Security Purchase Agreement between MWCI, CWCI and the REIT. 47. Further, any assertion that the REIT had no knowledge of the Excluded Parcel and the exclusion of the Excluded Parcel is also not credible. 48. Specifically, pursuant to Section 7.8 of a certain Master Lease Agreement dated May 24, 2019 between the Defendant as lessor and EHT HAN, LLC as lessee (the “Master Lease Agreement”) concerning a lease for the Property, the lessee acknowledged that the lessor shall, in its sole and absolute discretion, sell the “Release Parcel”, which has substantially the same description as the Excluded Parcel. A true and complete copy of the excerpt of Section 7.8 of the Master Lease Agreement is attached hereto as Exhibit “E”. 49. Further, the REIT’s assertion that it had no knowledge of the Excluded Parcel or its exclusion from the Property is further undermined by the existence of a certain Credit Agreement dated May 16, 2019 among Atlanta Hotel LLC, DBS Trustee Limited as trustee of Eagle Hospitality Real Estate Investment Trust and certain other borrower parties, Bank of America, N.A. as Administrative Agent, certain lenders, and certain other parties (the “Credit Agreement”). 50. Specifically, Section 7.05 of the Credit Agreement allows the borrowers to, without the consent of the lenders, dispose of a “Release Parcel”, whose description is the

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same as the Excluded Parcel. A true and complete copy of the excerpt of Section 7.05 of the Credit Agreement is attached hereto as Exhibit “F.” 51. Simply put, there are no instruments or agreements which divest the rights of the Plaintiffs to the Excluded Parcel. 52. Based on the above, the parties to all subsequent transactions, including the REIT, had either actual or constructive knowledge of the rights of the Plaintiff to the Excluded Parcel, including the Plaintiffs continued process of subdividing the Excluded Parcel from the Property. 53. The subdivision was conclusively accomplished in or about January, 2020. E. The Plaintiffs’ Efforts and Expenditures Incurred in Subdividing the Excluding Parcel 54. Consistent with the agreement and understanding between the Plaintiffs and the Defendant, in 2019, the Atlanta law firm of Taylor English Duma LLP (the “Atlanta Attorneys”) was retained for the sole purpose of subdividing the Property and rendered services in connection with and/or related to same from in or about February 28, 2019 through the completion of the subdivision. 55. This subdivision was accomplished in or about January 2020 at the expense to the Plaintiffs of thousands of dollars. 56. The Excluded Parcel has been completely subdivided from the Defendant’s Property (the Atlanta Hilton Northeast Hotel) and is further identified as set forth in the legal description collectively annexed hereto as Exhibit “G.” 57. All of this was done with the knowledge and consent of all relevant parties including, but not limited to, the Defendant. 58. The Plaintiffs would not have expended the time, money or effort in sub- dividing the Excluded Parcel if they believed that they wouldn’t have ultimately benefitted from the

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conveyance of the Excluded Parcel back to them or for their benefit, all of which was consistent with the provisions of the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements. F. The Pending Bankruptcy Sale of, Inter Alia, the Excluded Parcel 59. Pursuant to the Sale Motion, the Debtors seek to sell certain property including, but not limited to, the Defendant’s proposed sale of the Excluded Parcel. 60. The Excluded Parcel is referred to and defined as the “HAN Land” in the Proposed Purchase and Sale Agreement annexed to the Sale Motion (the “Debtors’ Proposed PSA”). (See Court Docket No. 334-5, Background Paragraph “P”). 61. The Defendant is defined as the “HAN Seller” in the Debtors’ Proposed PSA. (See Court Docket No. 334-5, First Paragraph). 62. For all of the reasons set forth above, the Defendant (and/or the Debtors) have no true right, title and interest in the Excluded Parcel, as the Plaintiffs are the putative owners of the Excluded Parcel. 63. The proposed purported sale of the Excluded Parcel violates the Plaintiffs’ putative and equitable ownership rights to same and under the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements. 64. As a result of the Defendant’s attempt to sell the Excluded Parcel, the Plaintiff is filing this Adversary Proceeding Complaint seeking, inter alia, an Order directing the Defendant to turnover and convey title to the Excluded Parcel to the Plaintiffs or their designee. 65. Adding insult to injury, prior to the Filing Date, the Plaintiffs spoke with representatives of the Sky Harbor Atlanta, specifically representatives engaged by Mr. Alan

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Tantleff, who acknowledged ASAP Cayman Partie(s) right to the Excluded Parcel and the lack of interest by Sky Harbor Atlanta in the Excluded Parcel. 66. During the conversation, Plaintiffs were specifically told that Sky Harbor Atlanta was prohibited from its responsibility to execute a deed for the Excluded Parcel to the ASAP Cayman Partie(s) because of the Debtors’ default in the Credit Agreement with Bank of America, N.A. and Bank of America, N.A. was unwilling to permit the delivery of the deed, despite the express and specific language in the Credit Agreement. 67. The Plaintiffs are also contemporaneously filing an objection to the Sale Motion. FIRST CLAIM FOR RELIEF Order Determining that the Excluded Parcel is not Property of the Defendant’s Estate under Bankruptcy Code § 541 and Directing that Same Should be Immediately Conveyed by the Defendant to the Plaintiffs or their designee (Turnover of Non-Estate Property) 68. Plaintiff repeats and realleges the allegations contained in each of the preceding paragraphs as if fully set forth herein. 69. Section 541 of the Bankruptcy Code defines property of the estate and provides in pertinent part as follows: (a) The commencement of a case under section 301, 302, or 303 of this title creates an estate. Such estate is comprised of all the following property, wherever located and by whomever held: (1) Except as provided in subsections (b) and (c)(2) of this section, all legal or equitable interests of the debtor in property as of the commencement of the case… (b) Property of the estate does not include (1) any power that the debtor may exercise solely for the benefit of an entity other than the debtor; (emphasis supplied)

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70. The provisions of the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements make it clear that the Excluded Parcel is not property of the Defendant’s estate. 71. The Defendant has no true right, title and interest in the Excluded Parcel. While the Defendant may assert it currently holds legal title to the Excluded Parcel it does so, specifically, and “solely for the benefit of an entity other than the debtor” in accordance with the terms of the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements, which excludes and exempts the Excluded Parcel from property of the estate under section 541 of the Bankruptcy Code. 72. The Plaintiffs have fulfilled their contractual duties under the Atlanta Hotel Contribution Agreement and/or the Purchase and Sale Agreements by causing and completing the subdivision of the Excluded Parcel and have expended significant time, effort and money in doing so. 73. As a result of the forgoing, the Plaintiffs are entitled to the benefit of their bargain and the conveyance of title to the Excluded Parcel to either them or their designee. 74. At all relevant times, the Defendant and the REIT, who subsequently acquired ownership interest in the Defendant had actual and/or constructive knowledge through the Atlanta Hotel Contribution Agreement, the Purchase and Sale Agreements, the Master Lease Agreement and the Credit Agreement, that the Excluded Parcel was no longer to be owned by the Defendant, that the Plaintiffs and/or their designee were the intended “third party” referred to in the Atlanta Hotel Contribution Agreement and Purchase and Sale Agreements and that the Excluded Parcel was supposed to be conveyed to the Plaintiffs or their designee, after they completed the subdivision.

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75. For all of the forgoing reasons, the Excluded Parcel is not “property of the Defendant’s Estate” within the meaning of Bankruptcy Code § 541. 76. For all of the forgoing reasons, the Plaintiffs are entitled to an Order directing the Defendant to turnover the Excluded Parcel to the Plaintiffs or their designee, as same is not property of its Estate under Bankruptcy Code § 541 and further directing that title to same should be immediately conveyed by the Defendant to the Plaintiffs or their designee. SECOND CLAIM FOR RELIEF Action for a Declaratory Judgment Under 28 U.S.C. §§ 2201 and/or 2202 and/or Federal Rule of Civil Procedure 57 77. Plaintiff repeats and realleges the allegations contained in each of the preceding paragraphs as if fully set forth herein. 78. The provisions of the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements make it clear that the Excluded Parcel is not property of the Defendant’s estate. 79. Despite this, the Defendant inexplicably asserts that the Excluded Parcel is property of its estate and that it is entitled to seek to sell the Excluded Parcel pursuant to the Sale Motion, as it is believed to be incorporated in, collectively referred to and defined as the “HAN Land” in the Debtors’ Proposed PSA. (See Court Docket No. 334-5, Background Paragraph “P”). 80. As a result of the forgoing and because of the imminence of the pending Sale Motion, there is an actual and justiciable controversy between the parties concerning the ownership of the Excluded Parcel. 81. The parties to the Atlanta Hotel Contribution Agreement, the Purchase and Sale Agreements and the Defendant specifically agreed, intended and provided that the Plaintiffs shall retain ownership of the Excluded Parcel.

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82. The parties to the Atlanta Hotel Contribution Agreement, the Purchase and Sale Agreements and the Defendant specifically agreed, contemplated and intended that the Plaintiffs or a company formed by them for the specific purpose of owning the Excluded Parcel was the “third party” referred to in the above-referenced paragraphs of each of said agreements and that the Excluded Parcel was NOT conveyed as part of the transactions which ultimately conveyed ownership of the Defendant to the REIT. 83. The Plaintiffs have fulfilled their contractual duties under the Atlanta Hotel Contribution Agreement and/or the Purchase and Sale Agreements by causing and completing the subdivision of the Excluded Parcel and have expended significant time, effort and money in doing so. 84. As a result of the forgoing, the Plaintiffs are entitled to the benefit of their bargain and the conveyance of the Excluded Parcel to either them or their designee. 85. At all relevant times, the Defendant and the REIT, who subsequently acquired ownership interest in the Defendant had actual and/or constructive knowledge through the Atlanta Hotel Contribution Agreement, the Purchase and Sale Agreements, the Master Lease Agreement and the Credit Agreement, that the Excluded Parcel was no longer to be owned by the Defendant, that the Plaintiffs and/or their designee were the intended “third party” referred to in the Atlanta Hotel Contribution Agreement and Purchase and Sale Agreements and that the Excluded Parcel was supposed to be conveyed to the Plaintiffs or their designee after they completed the subdivision. 86. For all of the forgoing reasons, the Plaintiffs are entitled to a Declaratory Judgment that the Plaintiffs or their designee are the rightful owners of the Excluded Parcel and which directs the Defendant to immediately convey title to same to the Plaintiffs or their designee.

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THIRD CLAIM FOR RELIEF Specific Performance of Atlanta Hotel Contribution Agreement and Purchase and Security Agreements 87. Plaintiff repeats and realleges the allegations contained in each of the preceding paragraphs as if fully set forth herein. 88. The Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements constitute binding legal contracts. 89. The Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements determined the parties’ rights concerning, inter alia, the Excluded Parcel. 90. Pursuant to the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements, the parties agreed, intended and contemplated that the Plaintiffs would sub-divide the Excluded Parcel and that once the Excluded Parcel was sub-divided, same would be conveyed to the Plaintiffs or their designee. 91. The Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements are both reasonable and supported by adequate consideration. 92. If the Plaintiffs had not fulfilled their contractual obligations under the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements to sub-divide the Excluded parcel, the Defendant or its successor-in-interest could have asserted a remedy against it. 93. The Plaintiffs fulfilled their contractual obligations under the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements by expending time, effort and money to effectuate the sub-division of the Excluded Parcel. 94. The subdivision was conclusively accomplished in or about January, 2020. 95. The parties’ contractual obligations to one another under the Atlanta Hotel Contribution Agreement and the Purchase and Sale Agreements are clear, especially given all of the facts and circumstances set forth herein.

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96. The relief requested by the Plaintiffs is consistent with and substantially similar to the performance that the Plaintiffs are entitled to under the agreements at issue. 97. The Plaintiffs, through their representatives, have made demand upon the Defendant and its representatives to convey the Excluded Parcel but the Defendant has failed and refused to do so to date. 98. The Defendant is improperly seeking to sell the Excluded Parcel as part of the Sale Motion. 99. The Excluded Parcel is real estate, which, by its very nature, is unique. 100. The Plaintiffs have no adequate remedy at law because the Excluded Parcel is unique real estate. 101. As a result of the forgoing, the Plaintiffs are entitled to specific performance under the Atlanta Hotel Contribution Agreement and the Purchase and Security Agreements, specifically, the Plaintiffs are entitled to an Order directing the Defendant to execute any and all documentation needed to legally vest and/or transfer title to the Excluded Parcel to the Plaintiffs or their designee. WHEREFORE, the Plaintiffs respectfully request the following relief: (i) On their First Cause of Action, an Order directing the Defendant to turnover the Excluded Parcel to the Plaintiffs or their designee, as same is not property of its Estate under Bankruptcy Code § 541 and further directing that title to same should be immediately conveyed by the Defendant to the Plaintiffs or their designee; (ii) On their Second Cause of Action, a Declaratory Judgment that the Plaintiffs or their designee are the rightful owners of the Excluded Parcel and which directs the Defendant to immediately convey title to same to the Plaintiffs or their designee;

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(iii) On their Third Cause of Action, a Judgment of specific performance under the Atlanta Hotel Contribution Agreement and the Purchase and Security Agreements, specifically, the Plaintiffs are entitled to an Order directing the Defendant to execute any and all documentation needed to legally vest and/or transfer title to the Excluded Parcel to the Plaintiffs or their designee; and, (iv) Such other and further relief as this Court deems just, proper and equitable. Dated: May 14, 2021 Wilmington, Delaware THE ROSNER LAW GROUP LLC By: /s/ Jason A. Gibson Frederick B. Rosner (DE 3995) Jason A. Gibson (DE 6091) 824 N. Market Street, Suite 810 Wilmington, DE 19801 Tel.: (302) 777-1111 Email: gibson@teamrosner.com -and- PLATZER, SWERGOLD, GOLDBERG KATZ & JASLOW, LLP Clifford A. Katz 475 Park Avenue South - 18th Floor New York, New York 10016 Tel.: (212) 593-3000 Email: ckatz@platzerlaw.com Counsel for ASAP INTERNATIONAL HOTEL, LLC

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