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Full title: Adversary case 21-50430. Complaint and Objection to Claim by KLAUSNER LUMBER ONE, LLC against Scharpenack GMBH. Fee Amount $350 (13 (Recovery of money/property - 548 fraudulent transfer)). AP Summons Served due date: 5/3/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C) (Butz, Daniel) (Entered: 05/04/2021)

Document posted on May 3, 2021 in the bankruptcy, 11 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

On or about June 28, 2019, Scharpenack entered into a consulting contract (the “Scharpenack Contract,” attached as Exhibit A) with Klausner Nordamerika Beteiligungs GmbH (“Nordamerika”), an indirect parent of KL1.On or about November 15, 2019, Scharpenack allegedly entered into an amendment of the Scharpenack Contract (the “Scharpenack Amendment,” attached as Exhibit B).115.Rather, the Scharpenack Amendment imposed potential new payment obligations on KL1, due to KL1’s addition as a signatory to the Scharpenack Amendment, without requiring any action by Scharpenack or imposing any new obligations on As KL1 was not a party to the original Scharpenack Contract, and as there were no additional services or goods provided by Scharpenack at the time the parties allegedly entered into the Scharpenack Amendment and, as noted in the Scharpenack Amendment, negotiations were already underway with two potential investors, MM Group and Four Rivers Group (as those entities are defined in the Scharpenack Amendment), KL1 believes and, therefore, avers that KL1 received no consideration for the Scharpenack Amendment and/or the inclusion of the additional success fees as provided for therein.The Claim is also unenforceable against KL1 because, pursuant to the terms of the Scharpenack Amendment, the success fee provided for in the Scharpenack Amendment only applies in the event of the “closing of contracts” with the MM Group, Four Rivers Group, or “potential investors,” and the sale of KL1’s assets was to Binder, not the MM Group or Four Rivers Group, and it was through an asset purchase, not an investment which, as noted herein, was the purpose and intent of why the parties entered into the Scharpenack Contract.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: KLAUSNER LUMBER ONE LLC, Chapter 11 Debtor. Case No. 20-11033 (KBO) KLAUSNER LUMBER ONE LLC, Plaintiff, Adversary Case No. ___________ v. SCHARPENACK GMBH, [Elsslergasse 26 A-1130 Vienna / Am Hof 4/11 A-1010 Vienna] Defendant. COMPLAINT AND OBJECTION TO CLAIM Comes Plaintiff, Klausner Lumber One LLC (“Plaintiff” or “KL1”), by and through counsel, and for its Complaint against Defendant, Scharpenack GmbH (“Defendant” or “Scharpenack”), and states as follows: PARTIES 1. Plaintiff Klausner Lumber One, LLC is a Delaware limited liability company with a mailing address as follows: c/o Asgaard Capital LLC Attn: David Black. 107 Millcreek Corners, STE B, Brandon, MS 39047. 2. Defendant Scharpenack GmbH is an Austrian company with limited liability. 3. Defendant together with Plaintiff are referred to collectively herein as the “Parties.”

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JURISDICTION AND VENUE 4. The Court has jurisdiction over this action pursuant to 28 U.S.C. §§ 157 and 1334. 5. This action is a core proceeding under 28 U.S.C. §§ 157(b)(2)(A) and (H). This action is a proceeding arising under title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”) and arising in and related to the Plaintiff’s bankruptcy case. 6. Venue in this Court is proper under 28 U.S.C. § 1409(a). GENERAL ALLEGATIONS 7. This action involves claims of the KL1 estate against Scharpenack for the avoidance of certain transfers made and/or obligations to Scharpenack that KL1 allegedly assumed prior to the filing of KL1’s bankruptcy case (the “Bankruptcy Case”) as well as KL1’s objection to the amended proof of claim filed by Scharpenack against KL1 [Claim No. 126] (the “Claim”). 8. Scharpenack is a financial advisor that was allegedly retained long before KL1 commenced the Bankruptcy Case. 9. On or about June 28, 2019, Scharpenack entered into a consulting contract (the “Scharpenack Contract,” attached as Exhibit A) with Klausner Nordamerika Beteiligungs GmbH (“Nordamerika”), an indirect parent of KL1. 10. The Scharpenack Contract required Scharpenack to support “the management of the client in the initial balance sheet consolidation of three operationally active U.S. based companies,” along with other related entities. 11. Scharpenack’s scope of work included “[e]stablishment of an external Group Reporting for shareholder and potential investors by means of a reporting tool” and “[p]roject management, coordination, reconciliation, and ongoing support during the finalization of the 2018 consolidated financial statement for submission to a certified auditor.”

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12. The Scharpenack Contract provided that Scharpenack would receive a fee of €150.00 per hour of work plus VAT, and further provided that Nordamerika would utilize Scharpenack for at least 128 hours per month. 13. The Scharpenack Contract stated that it was to last for an initial term of 3.5 months, after which it would automatically be extended for “one calendar month each,” unless it was terminated by either party four (4) weeks before it expired. 14. On or about November 15, 2019, Scharpenack allegedly entered into an amendment of the Scharpenack Contract (the “Scharpenack Amendment,” attached as Exhibit B).115. The Scharpenack Amendment differed from the Scharpenack Contract in that it was allegedly executed by not only Nordamerika, but also by KL1, Klausner Lumber Two LLC (“KL2”) and by Klausner Holding USA, Inc. (“Klausner Holding”). 16. As set forth in the Scharpenack Amendment, negotiations were allegedly underway with two potential investors, MM Group and Four Rivers Group (as those entities are defined in the Scharpenack Amendment), to obtain potential investors and/or other sources of capitalization for KL1 and certain of its affiliates, in an effort to address and ameliorate the financial distress that those entities were experiencing at the time. 17. Notwithstanding the payment terms of the Scharpenack Contract, the Scharpenack Amendment also authorized: (a) a “Success Fee” of $2,000,000 to Scharpenack in the event of a 1 The Scharpenack Contract and the Scharpenack Amendment were written and executed in German. English translations of the Scharpenack Contract and the Scharpenack Amendment, provided by Scharpenack, are also attached as collective Exhibit C. Upon information and belief, the English translations included with Scharpenack’s claim are incorrect translations in certain material respects. KL1 references the English translations provided by Scharpenack herein, but submits that in the event of inconsistency between the originals and the translations, the originals should control. KL1 reserves all rights to correct the record to the extent that the English translations provided by Scharpenack are inaccurate.

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“successful full or partial sale of Klausner Lumber,2 irrespective of weather [sic] by share or asset deal . . . when closing of contracts with the Four Rivers Group or with any other potential investors.” (Scharpenack Amendment, at 1); and (b) a “Success Fee” in the amount of 1.35% of the sale or investment price for “the closing of contracts” with MM Group. (Id.). 18. The Scharpenack Amendment did not provide for Scharpenack to deliver any goods or services in exchange for the success fees described in the Scharpenack Amendment. 19. Rather, the Scharpenack Amendment imposed potential new payment obligations on KL1, due to KL1’s addition as a signatory to the Scharpenack Amendment, without requiring any action by Scharpenack or imposing any new obligations on Scharpenack in order for Scharpenack to earn the “Success Fees” provided for in the Scharpenack Amendment. 20. On or about January 24, 2020, Nordamerika delivered notice to Scharpenack that it was terminating the Scharpenack Contract, effective as of February 29, 2020. 21. The Scharpenack Amendment does not include any provision stating that the obligation of any party to pay the “Success Fee” survived termination of the Scharpenack Contract, as amended by the Scharpenack Amendment. 22. KL1 retained separate professionals during the Bankruptcy Case to assist KL1 in its asset sale, and did not use the services of Scharpenack at any point during the Bankruptcy Case. 23. KL1 commenced the Bankruptcy Case on April 30, 2020 (the “Petition Date”). 24. Scharpenack did not perform any services for KL1 after the commencement of the Bankruptcy Case. 2 “Klausner Lumber” is defined in the Scharpenack Amendment as “Klausner Lumber One LLC, Klausner Lumber Two LLC, Klausner Holding USA Inc. and/or Klausner Nordamerika Beteiligungs GmbH and/or other direct or indirect companies attributable to Mr. Fritz Klausner.”

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25. During the course of the Bankruptcy Case, KL1 was able to complete the sale of its assets to subsidiaries of Binder Beiteligungs AG (“Binder”). 26. Scharpenack did not solicit Binder regarding any potential sale of KL1’s assets or a refinance of KL1’s liabilities. 27. The sale of KL1’s assets closed on September 21, 2020. 28. Similarly, during the course of its bankruptcy case, KL2 was able to complete the sale of its assets to subsidiaries of Binder, and Scharpenack did not solicit Binder regarding any potential sale or refinance of KL2. The sale of KL2’s assets closed on January 8, 2021. 29. Scharpenack filed an initial proof of claim on August 18, 2020, Claim No. 63, which was subsequently amended by the Claim, Claim No. 126, which was filed on September 23, 2020. 30. The Claim sought the sum of $2,000,000, claiming that the basis for the claim was “amounts due . . . relating to refinancing of the Debtor’s financial obligations pursuant to an engagement letter.” 31. In the Claim, Scharpenack did not identify any actions it took that would warrant the right to a success fee. COUNT I (Avoidance of Fraudulent Conveyances – 11 U.S.C. § 548(a)(1)(B)) 32. Plaintiff incorporates the allegations set forth in the preceding paragraphs as if fully restated herein. 33. Section 548(a)(1)(B) of the Bankruptcy Code permits a trustee or debtor-in-possession to avoid an interest of the debtor in property, or any obligation incurred by the debtor, that was made or incurred on or within 2 years before the date of the filing of the petition if the debtor received less than a reasonably equivalent value in exchange for the transfer or obligation

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and either: (a) was insolvent on the date that the transfer was made or obligation incurred, or became insolvent as a result of the transfer or obligation; (b) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the debtor was an unreasonably small capital; or (c) intended to incur, or believed that the debtor would incur, debts that would be beyond the debtor’s ability to pay as such debts matured. 34. The Scharpenack Amendment, if validly executed, was an obligation incurred by KL1. 35. The Scharpenack Amendment, if validly executed, was entered into less than two years before the Petition Date. 36. Based on KL1’s Schedules and Statement of Financial Affairs filed in the record of the Bankruptcy Case, and the value received in exchange for KL1’s assets as compared to the liabilities existing against those assets, at the time of the execution of the Scharpenack Amendment, KL1’s liabilities exceeded the value of its assets. 37. Additionally, the fact that the Scharpenack Amendment was allegedly executed in furtherance of a restructuring of KL1’s liabilities evidences that KL1’s liabilities exceeded its assets at the time of the Scharpenack Amendment. 38. Accordingly, at the time of the alleged execution of the Scharpenack Amendment, KL1 was insolvent, or became insolvent as a result of the Scharpenack Amendment, or was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with KL1 was an unreasonably small capital, or intended to incur, or believed that it would incur, debts that would be beyond its ability to pay as such debts matured. 39. As KL1 was not a party to the original Scharpenack Contract, and as there were no additional services or goods provided by Scharpenack at the time the parties allegedly entered into

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the Scharpenack Amendment and, as noted in the Scharpenack Amendment, negotiations were already underway with two potential investors, MM Group and Four Rivers Group (as those entities are defined in the Scharpenack Amendment), KL1 believes and, therefore, avers that KL1 received no consideration for the Scharpenack Amendment and/or the inclusion of the additional success fees as provided for therein. 40. At the very least, in light of the foregoing, KL1 received less than reasonably equivalent value in exchange for the obligations imposed on KL1 in the Scharpenack Amendment and/or the inclusion of the additional success fees as provided for therein to the extent it was validly executed. 41. Accordingly, the Scharpenack Amendment, if validly executed, is avoidable pursuant to Section 548(a)(1)(B) of the Bankruptcy Code. COUNT II (Disallowance of Claim – 11 U.S.C. § 502(b)(1)) 42. Plaintiff incorporates the allegations set forth in the preceding paragraphs as if fully restated herein. 43. Section 502(b)(1) of the Bankruptcy Code provides in relevant part that a court must disallow a claim if such claim is unenforceable against the debtor and property of the debtor, under any agreement or applicable law for a reason other than because such claim is contingent or unmatured. 44. The Claim is unenforceable against KL1 because KL1 was not a party to the Scharpenack Contract. 45. The Claim is unenforceable against KL1 because, as stated in Count I, supra, KL1 received less than reasonably equivalent value in exchange for the obligations it assumed to Scharpenack, and the Claim is avoidable as to KL1 pursuant to 11 U.S.C. § 548(a)(1)(B).

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46. The Claim is also unenforceable against KL1 because the Scharpenack Amendment was not supported by any consideration and, as noted herein, the Scharpenack Amendment and the success fees provided for therein are avoidable transfers capable of being avoided pursuant to Section 548 of the Bankruptcy Code. 47. The Claim is also unenforceable against KL1 because, pursuant to the terms of the Scharpenack Amendment, the success fee provided for in the Scharpenack Amendment only applies in the event of the “closing of contracts” with the MM Group, Four Rivers Group, or “potential investors,” and the sale of KL1’s assets was to Binder, not the MM Group or Four Rivers Group, and it was through an asset purchase, not an investment which, as noted herein, was the purpose and intent of why the parties entered into the Scharpenack Contract. 48. The Claim is also unenforceable against KL1 because the Scharpenack Contract, and therefore the Scharpenack Amendment as well, was terminated before the Bankruptcy Case was filed and the sale of KL1’s assets closed. 49. The Claim is also unenforceable against KL1 because Scharpenack did not perform services that would entitle Scharpenack to payment under the Scharpenack Contract or Scharpenack Amendment. 50. To the extent not unenforceable in its entirety, the Claim should be disallowed in part because it is duplicative of claims filed by other parties and because other parties are liable on the Scharpenack Amendment. 51. Another financial advisor, Deloitte Financial Advisory GMBH (“Deloitte”), has also filed proofs of claim against KL1 and KL2 arising from an alleged contract with KL1 and

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KL2; Deloitte, like Scharpenack, contends that KL1 and KL2 agreed to pay it a success fee in connection with the sale of their assets.3 52. Thus, two different entities have now filed four different claims against two debtors arising from roughly the same engagement. Granting all proofs of claim against KL1 and KL2 in full would permit Scharpenack and Deloitte to “double dip” (or in this case, “quadruple dip”) at the expense of KL1’s and KL2’s estates. The Claim must therefore be reduced accordingly. 53. Moreover, to the extent Scharpenack actually performed any work in connection with the Scharpenack Amendment, it would have been duplicative of the work anticipated to be performed by Deloitte, and the Claim should be minimized accordingly. 54. Further, in light of the tremendous efforts undertaken by KL1’s and KL2’s professionals in orchestrating and achieving successful sales of both debtors’ assets (who have rightly received their own Court-approved success fees), Scharpenack would receive an unjustified and unwarranted windfall in the event this court allowed Scharpenack to recover its “Success Fee.” 55. The Scharpenack Amendment stated that “Klausner Lumber and their direct or indirect shareholders will bear the Success Fee depending on the proportion of the allocated funds or the repayment of their debts. All signees being jointly liable for the full payment.” 56. By the terms of the Scharpenack Amendment, Scharpenack is purportedly entitled to seek payment in full of any Claim it may have from non-debtor parties, and upon information and belief, Scharpenack is actively attempting to do so. For this reason, the Claim must be denied or reduced to the extent that any portion of the success fee is attributable to or are recovered from other parties. 3 Contemporaneously with the filing of this Complaint, KL1 has filed an objection to the proof of claim filed against it by Deloitte. Likewise, KL1 understands that KL2 will be objecting to both Deloitte and Scharpenack’s claims.

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WHEREFORE, Plaintiff requests the following relief: 1. That the Scharpenack Amendment be avoided; 2. That the Claim be disallowed in its entirety; 3. Judgment in favor of KL1 for all costs expended and incurred in connection with this action, pre-judgment interest, post judgment interest, and reasonable attorneys’ fees to the extent permitted under the law; and 4. Any and all further relief to which KL1 may be entitled. Dated: May 3, 2021 MORRIS, NICHOLS, ARSHT & TUNNELL LLP Wilmington, Delaware /s/ Daniel B. Butz Robert J. Dehney (No. 3578) Eric D. Schwartz (No. 3134) Daniel B. Butz (Bar No. 4227) Nader A. Amer (Bar No. 6635) 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 Email: dbutz@mnat.com namer@mnat.com and DUANE MORRIS LLP Lawrence J. Kotler (DE Bar No. 4181) 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Telephone: (302) 657-4900 Facsimile: (302) 657-4901 Email: LJKotler@duanemorris.com Counsel to Klausner Lumber One LLC

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: KLAUSNER LUMBER ONE LLC, Chapter 11 Debtor. Case No. 20-11033 (KBO) KLAUSNER LUMBER ONE LLC, Plaintiff, Adversary Case No. ___________ v. SCHARPENACK GMBH, Elsslergasse 26 A-1130 Vienna / Am Hof 4/11 A-1010 Vienna Defendant. VERIFICATION I, Michael Freeman, declare under penalty of perjury as follows: 1. I am the Chief Restructuring Officer of the above-captioned debtor and debtor in possession. 2. I have read the Complaint And Objection To Claim and know its contents, and the factual allegations contained therein are true and correct, to the best of my knowledge, information and belief. Dated: May 3, 2021 Michael Freeman Michael Freeman, Chief Restructuring Officer of Klausner Lumber One, LLC

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