Draft: efta02761940

IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA¶

Case No. 50-2009CA040800XXXXMBAG¶

JEFFREY EPSTEIN,¶

Plaintiff/Counter-Defendant,¶

PART 4¶

v.¶

SCOTT ROTHSTEIN individually, and J. , individually,¶

Defendants/Counter-Plaintiff.¶

PLAINTIFF/COUNTER-DEFENDANT JEFF DOCUMENTS IN SUPPORT OF II1S REVI EIN'S APPENDIX OF BUS MOTION IN LIMINE¶

Plaintifl7Counter-Defendant Jeffrey E in support of his revised Omnibus Motio : tein") files this Appendix of Documents¶

Co s¶

No.	Date	Document
1	1/5/11	Epstein's Motion to Amend Complaint (D.E. 195)
2	4/9/09	Plaintiff's Motion to Strike References to Non-Prosecution Agreement or, in the Alternative, to Lift Protective Order Barring Jane Doe's Attorneys from Revealing Provisions in the Agreement (D.E. 32); <i>Jane Doe v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 9:08-cv-80893-KAM
3	4/17/09	Plaintiff's First Amended Complaint (D.E. 38) <i>Jane Doe v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 9:08-cv-80893-KAM
4	4/30/09	Jeffrey Epstein's Deposition Transcript Excerpts (pp. 148, 151-152); <i>E.W. v. Jeffrey Epstein</i> ; 15 th Judicial Circuit Case No. 50-2008-CA-028058-XXXX-MB

No.	Date	Document
5	6/19/09	Plaintiff's Motion for Injunction Restraining Fraudulent Transfer of Asserts, Appointment of a Receiver to Take Charge of Property of Epstein, and to Post a $15 Million Bond to Secure Potential Judgment (D.E. 165); <i>Jane Doe 2 v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 08-cv-80119-MARRA/ [REDACTED]
6	11/5/09	Order Denying Plaintiff's Motion for Injunction, etc. (D.E. 400) <i>Jane Doe 2 v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 08-cv-80119-MARRA/ [REDACTED]
7	7/22/09	Letters from [REDACTED] re depositions
8	7/27/09	Complaint (D.E. 1) <i>L.M. v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 9:08-cv-81092-KAM
9	N/A	Court Docket <i>L.M. v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 9:08-cv-81092-KAM
10	8/11/09 8/24/09	Re-Notices of Taking Videotaped Deposition of Donald Trump <i>Jane Doe v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 9:08-cv-80893-KAM
11	8/10/09	Plaintiff's Request for Entry Upon Land (D.E. 143) <i>E.W. v. Jeffrey Epstein</i> ; 15 th Judicial Circuit Case No. 50-2008-CA-028058-XXXX-MB
12	8/24/09	Epstein's Motion for Protective Order Regarding Depositions of Lawrence Visoski and David Hart Rogers (D.E. 159) <i>L.M. v. Jeffrey Epstein</i> ; 15 th Judicial Circuit Case No. 50-2008-CA-028051-XXXX-MB
13	11/3/09	Article: <u>South Florida Sun-Sentinel</u> - <i>Scott Rothstein's investment deals seemed too good to be true</i>
14	11/6/09	Article: <u>New Times Broward-Palm Beach</u> - <i>Scott Rothstein: The Jeffrey Epstein and Bill Clinton Ploy</i>
15	11/9/09	Verified Complaint for Forfeiture <i>In Rem</i> (D.E. 1) <i>United States of America v. Scott W. Rothstein</i> (Forfeiture Action); S.D. Fla. Case No. 0:09-CV-61780-WJZ
16	11/12/09	Article: <u>South Florida Sun-Sentinel</u> - <i>FBI doubts Rothstein ran a Ponzi scheme alone</i>

No.	Date	Document
17	11/20/09	<b>Complaint (without exhibits)</b> (D.E. 3) <i>Razorback Funding, LLC v. Rothstein</i> 17th Jud. Cir. Case No. 062009CA062943AXXXCE
18	11/23/09	<b>Amended Verified Complaint for Forfeiture <i>In Rem</i></b> (D.E. 14) <i>United States of America v. Scott W. Rothstein</i> (Forfeiture Action); S.D. Fla. Case No. 0:09-CV-61780-WJZ
19	11/23/09	<b>Article: <u>South Florida Sun-Sentinel – You're in a town full of thieves</u></b>
20	11/24/09	<b>Article: <u>The Miami Herald – Feds: Scott Rothstein Ponzi scheme paid salaries at law firm</u></b>
21	11/25/09	<b>Amended Complaint (without exhibits)</b> (D.E. 12) <i>Razorback Funding, LLC v. Rothstein</i> 17th Jud. Cir. Case No. 062009CA062943AXXXCE
22	12/1/09	<b>Information</b> (D.E. 1) <i>United States v. Rothstein</i> ; S.D. Fla. Case No. 0:09-cr-60331-JIC
23	12/7/09	<b>Complaint (without exhibits)</b> (D.E. 5)
24	6/30/17	<b>Affidavit of Jeffrey Ep [REDACTED]</b> (D.E. 931)
25	11/10/17	<b>Bradley J. Edwards' Deposition Transcript Excerpts</b> (pp. 163-164, 166, 227-229, 259-260, 276-278, 321-322, 338-339)
26	3/23/10	<b>Bradley J. [REDACTED]' Deposition Transcript Excerpts</b> (pp. 112, 116-117, 123-125, 230-231)
27	10/10/13	<b>[REDACTED] J. [REDACTED]' Deposition Transcript Excerpts</b> (pp. 205)
28	7/26/09 8/13/09 10/23/09	<b>Email from Pricilla Nascimento to Scott Rothstein</b> <b>Email from [REDACTED] J. [REDACTED] to Priscilla Nascimento</b> <b>Email from Ken Jenne to Scott Rothstein</b>
29	6/14/12	<b>Scott Rothstein's Deposition Transcript Excerpts</b> (pp. 23-26, 52-53)

No.	Date	Document
30	12/12/11	Scott Rothstein's Deposition Transcript Excerpts (pp. 59-62);
31	12/21/11	Scott Rothstein's Deposition Transcript Excerpts (p. 2278)
		Razorback Funding. LLC v. Rothstein; 17th Jud. Cir. Case No.
32	3/17/10	Jeffrey Epstein's Deposition Transcript Excerpts (pp 1 14, 19-
		20, 23, 25-26, 28-34, 36-39, 48-55, 57, 59-60, 62-69, 6-80,
33	11/9/17	Amended Exhibit List (D.E. 10
34	11/15/17	Epstein's Objections to A e ed Exhibit List
35	11/9/17	Seventh Amended emental Witness List
36	1/25/12	Jeffrey Epstein's Depv n Transcript Excerpts (pp. 19-21)

CERTIFICATE OF SERVICE¶

I certify that the foregoing document has been furnished to the attorneys listed on the Service List below on November 21, 2017, through the Court's e-filing portal pursuant to Florida Rule of Judicial Administration 2.516(b)(1).¶

LINK & ROCKENBACH, PA
1555 Palm Beach Lakes Boulevard, Suite 301
West Palm Beach, Florida 33401
(561) 727-3600; (561) 727-3601 [fax]¶

By: /s/ Scott J. Link
Scott J. Link (FBN 602991)
Kara Berard Rockenbach (FBN 44903)
Angela M. Many (FBN 26680)
Primary: Scott@linkrocklaw.com
Primary: Kara@linkrocklaw.com
Primary: Angela@linkrocklaw.com
Secondary: Tina@linkrocklaw.com
Secondary: Troy@linkrocklaw.com
Secondary: Tanya@linkrocklaw.com
Secondary: Eservice@linkrocklaw.com¶

Trial Counsel for Plaintiff/Counter-Defendant
Jeffrey Epstein¶

SERVICE LIST¶

Jack Scarola Searcy, Denny, Scarola, Barnhart & Shipley, P.A. 2139 Palm Beach Lakes Boulevard West Palm Beach, FL 33409 <u>mep@searcylaw.com</u> <u>jsx@searcylaw.com</u> <u>scarolatcam@searcylaw.com</u> <i>Co-Counsel for Defendant/Counter-Plaintiff</i> J. [REDACTED]	Nichole J. Segal Burlington & Rockenbach, P.A. Courthouse Commons, Suite 350 444 West Railroad Avenue West Palm Beach, FL 33401 <u>njs@FLAppellateLaw.com</u> <u>kbt@FLAppellateLaw.com</u> <i>Co-Counsel for Defendant/Counter-Plaintiff</i> J. [REDACTED]
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

<p><b>J. [REDACTED]</b> <b>Pottinger LLC</b> 425 N. Andrews Avenue, Suite 2 Fort Lauderdale, FL 33301-3268 <a href="mailto:brad@epllc.com">brad@epllc.com</a> <a href="mailto:staff.efile@pathtojustice.com">staff.efile@pathtojustice.com</a> <i>Co-Counsel for Defendant/Counter-Plaintiff</i> <b>J. [REDACTED]</b></p>	<p>Marc S. Nurik Law Offices of Marc S. Nurik One E. Broward Boulevard, Suite 700 Ft. Lauderdale, FL 33301 <a href="mailto:marc@nuriklaw.com">marc@nuriklaw.com</a> <i>Counsel for Defendant Scott Rothstein</i></p>
<p>Jack A. Goldberger Atterbury, Goldberger & Weiss, P.A. 250 Australian Avenue S., Suite 1400 West Palm Beach, FL 33401 <a href="mailto:jgoldberger@agwpa.com">jgoldberger@agwpa.com</a> <a href="mailto:smahoney@agwpa.com">smahoney@agwpa.com</a> <i>Co-Counsel for Plaintiff/Counter-Defendant</i> <i>Jeffrey Epstein</i></p>

NOT A CERTIFIED COPY¶

APP.21¶

NOT A CERTIFIED COPY¶

IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA¶

RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC INVESTMENT, LW, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST, ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST and KRETSCHMAR,¶

Plaintiffs,¶

v.¶

SCOTT W. ROTHSTEIN, DAVID BODEN, DEBRA, ANDREW BARNETTIRENE STAY TD BANK, N.A., SPINOSA, JENNIFER KERSTETTER, ROSANNE CARETSKY, BANYON IN I ME FUND L P BANYON USVI L C LEVIN SZAFRANSKI CONSULTANTS CORPORA BERENFELD SPRT1LbR SHEER. LLP, PRE MI ONYX O¶

Defendants.¶

CASE NO.: 09-062943 (19)¶

AMENDED COMPLAINT¶

Plaintiffs, RAZORBACK FUNDING, LLC; D3 CAPITAL CLUB, LW; BFMC INVESTMENT, LW; LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR (collectively referred to herein as "Plaintiffs") hereby sue the Defendants, SCOTT W. ROTHSTEIN; DAVID BODEN; DEBRA¶

ANDREW BARNETT; IRENE STAY: TD BANK, N.A.; SPINOSA; JENNIFER¶

ICERSTETTER; ROSANNE CARETSKY; BANYON INCOME FUND. L.P.; BANYON USVI,¶

LLC: G. LEVIN. PREVE: MICHAEL SZAPRANSKI: ONYX OPTIONS¶

CONSULTANTS CORPORATION; and BERENFELD SPRITZER SHECHTER SHEER. LLP¶

(collectively referred to herein as "Defendants"), and allege as follows:¶

Plaintiffs' Claims¶

• 1. The Plaintiffs sue the Defendants and seek the followho :
  • a. Compensatory damages in excess, of $100,000,000.00, pit-judgment interest, and other amounts to/ be particularized at trial as a direct and proximate result of Defe ssion of the following:
    • i. cone
    • ii. fraodule *srepresentation; negligent misrepresentation;
    • iv. negligent supervision;
    • v. breach of fiduciary duty;

• vi. civil conspiracy; and +0 vii. aiding and abetting fraud, conversion and breach of fiduciary duty;

  • b. punitive damages upon obtaining leave of court;
  • c. taxable costs and attorney's fees; and

• d. any such further relief this court deems equitable—and—just under the circumstances.

Overview¶

2. This action arises out of a fraudulent scheme orchestrated by Scott W. Rothstein, who bilked investors out of hundreds of millions of dollars. Mr. Rothstein, through. Aeirts of his law firm Rothstein Rosenfeldt Adler, P.A. (collectively referred to here' 1Z,, "Principal Conspirators" and more fully described, infra), devised an elaborat plan assign putative plaintiffs' confidential settlements with structured payments w pvesTors at a lump sum discounted rate. In reality, while some of the cases used to estor funding were real, all of the confidential settlements were purely fabricat returns to earlier investors were not made via structured payments, but instead with the principal obtained from later investors--a classic Ponzi scheme.'

3. However, the Princic yo orators did not act alone. Defendant, TD BANK, N.A. (hereinafter, "TD Bank") a subst ary of Toronto Dominion Bank, was complicit in this I scheme, serving as a critical lynchpin "legitimizing" the Principal Conspirators' plot and facilitating crucial inducements to investor action. Specifically, investors were duped by TD Bank employees conspiring with the Principal Conspirators to manipulate TD Bank's trust account I statements and deceiving investors with false senses of security predicated on written assurances that settlement funds existed and would only be released directly to them. It is these bank

A Ponzi scheme is generally recognized as a fraudulent investment operation that pays returns to separate investors from their own money or from monies paid by subsequent investors, rather than from any actual profit earned. The scheme is named after Charles Ponzi who became notorious for using the technique in early 1920.¶

declarations, tantamount to a guaranty, which gravely impacted investor risk-evaluation analysis and unduly influenced investors to close their deals.¶

4. Moreover, demonstrative of TD Bank's participation or alternatively, evidence of their gross negligence and wanton disregard, is the bank's reckless disregard of numerous "red flags." Irrefutably, TD Bank knew that Rothstein Rosendfeldt Adler, P.A. (here er, "RRA") was moving hundreds of millions of dollars through its TD Bank trust accoun in October 2009 alone, almost a half of a billion dollars moved in and out of RRA's rt Lattderdale based trust accounts--more money than most bank branches would likely decade. Yet, despite the massive amount of funds being moved by one client, B never sought independent verification of the source of monies, choosing instead to \int itily by. The Ponzi scheme simply could not have gained traction without TD B willfully failing to authenticate the origin doors. ivement in sanctioning or, otherwise, ous amounts of money coming through its

5. Unfortunately, thbetnotc <I ti only pending case which alleges a TD Bank affiliate as a complicit actor involved in a Ponzi scheme. On August 29, 2009, TD Bank's parent, Toronto Dominion Bank, was sued for "knowing assistance and/or dishonest assistance" in a Ponzi scheme based upon, inter alio, holding over $20,000,000.00 in fraudulent procePds and transferring hundreds of millions of dollars through the alleged perpetrator's accounts. See a copy of the Dynasty Furniture Manufacturing, Ltd., et at, v. Toronto Dominion Bank, Statement of Claim attached hereto for reference as Exhibit "A."

6. Based on the allegations set forth herein, Plaintiffs aver that, at all materials times, ID Bank had actual knowledge of its complicit involvement in a highly-organized Ponzi scheme and/or was recklessly or willfully blind to its role in materially supporting the scheme. TD Bank's acts and/or omissions in assisting, facilitating, and actively participating in the Ponzi scheme, renders TD Bank as a direct and proximate cause of Plaintiffs' losses and, therefore, is liable for the damages Plaintiffs incurred.

7. Furthermore. as alleged in detail infra. the Principal Conspirators' inner-circle of facilitators Boden, Barnett, Stay and Berenfeld) and promoters (Levin, Prove, Banyon, Szafranski and Onyx) were essential to the perpetration of this systemic fraud and their actions equally as culpable. Indeed. Rothstein in a November 23, 2009 interview with the Sun-Sentinel stated that "karma has caught up with him, but it will catch up with others too . . . You're in a town full of thieves, and at the end of the day. everyone 'jte,la . / I'll leave it at that."

ThoPktintiffs¶

8. LINDA VON ALLMEN of the VON ALLMEN DYNASTY TRUST (hereinafter, "Dynasty Trust"), gm °cable trust with its principal place of administration in Broward County, Florida. In or around the summer of 2009, the Dynasty Trust invested $2,000,000.00 into the Pont scheme through Banyon Income Fund.

9. Plaintiff, D&L PARTNERS, LP (hereinafter, "D&L Partners"), is a Missouri limited partnership with its principal place of business in Broward County, Florida. In or around the summer of 2009, D&L Partners invested approximately $45,000,000.00 into the Ponzi scheme through Banyon Income Fund. Doug Von Allmen is the general partner of D&L Partners.

10. DAVID VON ALLMEN, is Trustee of the DAVID VON ALLMEN LIVING TRUST (hereinafter, "DVA Trust"). a revocable trust with its principal place of administration in Saint Louis County, Missouri, On or about August 26. 2009. the DVA Trust invested $275.000.00 into the Ponzi scheme through Banyon Income Fund.

11. ANN VON ALLMEN. is Trustee of the ANN VON ALLMEN LIVING TRUST (hereinafter. "AVA Trust"), a revocable trust with its principal place of administration in Saint Louis County, Missouri. On or about August 28, 2009, the AVA Trust invested 8275.000.00 into the Ponzi scheme through Banvon Income Fund.

12. Plaintiff, KRETSCHMAR (hereinafter, "Kretschmar"), is an individual residing in Broward County, Florida. On or about June 1,2009, Kretschmar invested $8,000,000.00 into the Ponzi scheme through Banyon Income Fund.

13. RAZORBACK FUNDING, LIC, (hereinafter, "Razorback"), is a Delaware limited liability company with its principal place of business in Broward County, Florida. Razorback invested $32,000,000.00 into the Ponzi scheme through Banyon USVI, LW. Dynasty Trust, D&L Partners and Kretchmar were also =Oar investors in Razorback.

14. Plaintiff, D3 CAPITAL CLUB, LW (hereinafter, "D3"), is a Delaware limited liability company with its principal place of business in Broward County, Florida. D3 invested $13,500,000.00 into the Ponzi scheme. Dynasty Trust, D&L Partners and Kretchmar were major investors in D3 as well,

15. 14/ 91aintiff, BFMC INVESTMENT, LW (hereinafter, 'BFMC"), is a Florida limited liability company with its principal place of business in Broward County, Florida On or about October 2009, BFMC invested $2,400,000.00 into the Ponzi scheme.

The Defendants - Principal Conspirators¶

16. Scott W. Rothstein, Esq. (hereinafter, "Rothstein") is an individual residing in Broward County, Florida and, at all times relevant hereto, was one of Rothstein, Rosenfeldt Adler, P.A.'s founders, its managing partner and CEO. Rothstein is the principal organizer of the Ponzi scheme.

17. Non-party RRA is a Florida professional association with i 'c3pal place of business in Broward County, Florida. RRA was used as the front to ill el Ponzi scheme, serving as the purported law firm representing putative plaintiffs in connection with their pre-suit, confidential settlements. RRA's trust accounts were allegedly used to receive the putative defendants' settlement funds and used to receive investor payrnents._Rothstein and RRA arc collectively referred to as the "Principal Conspirators".

The Defendants - Co-Conspirators¶

TV Bank Defendants ^r¶

18. TD Bank is a national banking association registered to do business in Florida. TD Bank maintains, substantial contact with Florida through its multiple branches throughout the st TD Bank was the financial epicenter of the Ponzi scheme. Among other things, Oco ank nspircd, induced, and facilitated the Principal Conspirators' deceptive practi g Principal Conspirators to divert hundreds of millions of investor dollars through TD Bank accounts.

19. SPINOSA (hereinafter, "Spinosa"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was a senior vice-president of operations for TD Bank. Spinosa participated in the scheme by, among other things, meeting with investors, verifying

account statements and providing investors with purported irrevocable "lock letters" securing investor funds.¶

20. JENNIFER KERS 1 1ER (hereinafter, "Kerstetter"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was an assistant manager for TD Bank. Kerstetter participated in the scheme by, among other things, meeting with investors, verifying account statements, and providing investors with purported irrevocable "1 securing investor funds.

21. ROSEANNE CARETSKY (hereinafter, "CaretslcylNis a individual residing in Broward County, Florida, and, at all times relevant hereto, was an assistant vice president and branch manager for TD Bank. Caretslcy participated i the scheme by, among other things, meeting with investors, verifying account statements, "lock letters" securing investor funds. g investors with purported irrevocable

RRA Defendants¶

22. DAVID BODE (hereinafter, 'Roden"), is an individual residing in Fort Lauderdale, Florida and, at all times relevant hereto, was a partner and general counsel for RRA. Boden was Rothstein's "right-hand man" and an essential participant in the scheme by, among other things, recruiting and soliciting investors and drafting documents to induce investors into funding the settlement while having actual and/or constructive knowledge that the investments were part of a Ponzi scheme.

23. DEBRA E. (hereinafter, 'M'), is an individual residing in Broward County, Florida and, at all times relevant hereto, was the chief operating officer at RRA. Rothstein's number two at RRA, participated in the scheme by, among other things, furnishing false bank account statements and wire transfers to investors for the purpose of inducing investor funding despite having actual or constructive knowledge that the investments were a Ponzi scheme.

24. ANDREW BARNETT (hereinafter, "Barnett"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was the Director of Corporate Developntent for RRA. Barnett, participated in the scheme by, among other things, recruiting, soliciting and inducing investor funding despite having actual or constructive knowledge that the investments were a Ponzi scheme.

25. IRENE STAY (hereinafter, "Star), is an individuaLtisiding in Broward County. Florida and, at all times relevant hereto, was the chief financial officer of RRA. Stay participated in the scheme by furnishing investors with fals ed bank account statements and wire transfer confirmations used to induce investor funding despite having actual or constructive knowledge that the investments were a Ponzi schen

Banyon Defendants¶

26. G. LEVIN (hereinafter, "Levin"), is an individual residing in Broward County, Florida and—at all times relevant hereto. was the chief executive officer of Banyon USVI, LLC and Banyon Income Fund. Levin who pieviously owned and operated GGL Industries. Inc. d/b/a CLITesleMotor Carriages, a company convicted of federal fraud charges. actively Participated in the scheme by. among other things, recruiting, inducing and securing investor funding despite having actual or constructive knowledge that the investments were a Ponzi scheme.

27. J. PREVE (hereinafter, "Preve"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was the chief operating officer or agent of Banyon

USVI, LLC and Banyon Income Fund who maintained an office at RRA. Prove, a convicted bank fraud and embezzlement felon2 participated in the scheme by, among other things, recruiting, I induchut and securing investor funding despite having actual or constructive knowledge that the investments were a Ponzi scheme.¶

28. BANYON INCOME FUND, L.P. (hereinafter. "BI14"). is a Dyl~vatebtroted partnership which Levin and Preve operated as a Putative investment entity the Ponzi scheme settlements with investor funds.

29. $ANYON USVL LLC (hereinafter, "Banyon USV lo. a I3eTaware limited liability company which Levin and Preve operated as a putative i ntity to purchase the Ponzi scheme settlements with investor funds,

Onyx Defendants¶

30. MICHAEL SZAFRAN Z KI (hereinafter, "Szafranski"), is an individual residing in Miami-Dade County, Florida andoat times relevant hereto, was the president of Onyx Options Consultants Corporation and who maintained an office inside RRA. Szafranski was hired as an "independent" third-partv f of BE Banyon USVL Razorbactand D3 tasked with verifying critical aspects authorized finan purported investment deals, Specifically, Szafranski was the only person unredacted settlement documents, to confirm the Principal Conspirators' TD Bank and to offer an opinion as to the authenticity of the settlement deals. Szafranski participated in the scheme by. among other things, making material misrepresentations,

²Preve plead guilty to bank embezzlement charges in 1985 and received ten (10) years probation and a $10,000.00 fine for falsifying loan documents in connection with a scheme that resulted in losses exceeding $2,300,000.00.¶

false verifications and actively inducing investor funding despite having actual or constructive knowledge that the investments were a Ponzi scheme.¶

31. ONYX OPTIONS CONSULTANTS CORPORATION d/b/a/ ONYX CAPITAL MANAGEMENT (hereinafter, "Onyx"). is a Florida limited liability company which Szafranski owns and operates as a third-party verifier and putative investment entity employedlo-facilifite and induce investor funding into the Ponzi scheme.

CPA Defendant¶

32. BERENFELD SPRITZER SHECH'I'ER SHEER PA'S LIP (hereinafter, "Berenfeld"), is a Florida limited liability partnership who, at atigies relevant hereto, served as the auditing firm for BIF and Bannon USVI and as the accounting finn for RRA. Berenfeld participated in the scheme by. among other things conspiring, inducing, and facilitating the Principal Conspirators' deceptive pree n. providing audited financial statements which pumorted to authenticate hund ts, ns of dollars of false receivables, allowing Principal Conspirators to perpetrate a frauSk. ,...)

The Ponzi Scheme¶

The Rothstein Facade¶

33. From humble beginnings in 2003, Rothstein built RRA into one of the fastest growing Florida-based law firms. Under Rothstein's stewardship, RRA grew from seven attorneys to over seventy and amassed over two hundred and fifty in staff. g sv,ith its n i m dramatic growth in size, RRA rapidly emerged as a legal, politicaO ituithropic powerhouse.

more than sixteen real estate properties, twenty-five cars, interests in a myriad of businesses ranging from w Rothstein's assets seized by the federal gov hereto as Exhibit "A-1." 34. Not surprisingly, Rothstein amassed an enormo to of assets including en foot yacht, and various aurants to vodka. See a list of with estimates of their value attached¶

35. Rothstein lived lain nt prolifically--critical components necessary to set his scheme in motion.

36. With t RRi tivfireless marketing efforts and meteoric rise into prominence, Rothstein quickly made f ys into preeminent social circles, rubbing elbows with high networth individuals and political luminaries, the perfect breeding grounds to lure wealthy investors. His plot was up and running.

The Plan¶

37. Rothstein seized upon his new found stature to entice investors into what would eventually become a Ponzi scheme using his budding employment and labor practice at RRA as his conduit.

38. The scheme was predicated on the Principal Conspirators self-professed pipeline of pre-suit, confidential settlement agreements as the "preeminent sexual harassment and labor employment law firm in the country." Investors were told that the Principal Conspirators had an extensive in-house private investigative team, including former F.B.I. and C.I.A. agents, whose singular task was to obtain compromising evidence against high-profile putative defendants. Rothstein's story was that the evidence and surveillance acquired, often supporting civil causes of action ranging from sexual harassment to mass tort cover-ups tow stlaittnrer claims, was presented to the putative defendant who was then offered an opportunity o avoid litigation and the negative publicity associated therewith by agreeing to resolve the matter voluntarily by and through a confidential settlement with the putative plaintiff.

39. Once the putative defendant agreed, the confidential settlement always included two main ingredients: (1) that structured-payments to a putative plaintiff be made over time, generally a three to nine month tinviperiod; and (2) that the putative defendant would fund the entire settlement up front to be held in RRA's TD Bank trust account and disbursed to the putative plaintiff in accordance with the terms of the confidential settlement agreement.

The Pitch¶

40 Ro t informed investors that the putative plaintiffs did not want to wait for the onthly payouts and would agree to assign their rights to the structured payout for a lump-sum payment typically at a discount in the range of 20-40% of the settlements' facevalue. _Rothstein always had a plethora of plausible explanations as to why a putative plaintiff wanted their money now and simply could not wait for the structured monthly payments.¶

41. Rothstein claimed to want nothing from the deal and was only presenting the "opportunity" fora putative plaintiffs benefit and to facilitate recovery of RRA's contingent fee. Notwithstanding, Rothstein would often boast that if not for his professional and legal conflicts he would be the one purchasing these assignments.

42. As a means to induce investor action, Rothstein would show investors the purported settlement agreement in an attempt to substantiate the deal; however, because the settlements were pre-suit and confidential, the names of the putative plaintiffs and putative defendants were redacted.

43. Additionally, the Principal Conspirators would provide: (1) confirmation of RRA's trust account balance at TD Bank evidencing the putative defendants fully funded settlement proceeds; (2) a "lock letter", drafted and executed by a TD Bank executive, irrevocably confirming that the respective settlement proceeds in RRA's trust account could only be paid directly to the investor's designated account which, in most cases, was an account at TD Bank; and (3) opportunities for an independent third-party verifier to authenticate the underlying settlement, assignment and funding of settlement proceeds.

44. Notably, Rothstein was hyper-vigilant regarding irregs to RRA accounts under the guise of confidentiality. In fact, potential investors could only access 11) Bank account informatzon inane of two ways. Either Rothstein would invite the investor to his office to view the online balance provided by himself or Stay3 or, he would "authorize" TD Bank to provide copies of account statements and wire transfers prepared and delivered by TD Bank executives

³ See Exhibit "W" infra, which is an October 6, 2009 on-line semen shot of RRA's TD Bank accounts accessed (logged in) by Irene Shannon which is Irene Stay's maiden name. ("Welcome. Irene Shannon! You last logged in on Tuesday. October 06.2009 4:37 PM.")¶

Spinosa, Kerstetter and Caretsky. On numerous occasions, TD Bank vice-president Spinosa, assistant manager Kerstetter, and assistant vice president Caretsky, physically handed the trust account statement to Rothstein in the immediate presence of an investor.¶

45. As the final piece to persuade an investment, Rothstein would offer to rsonally guaranty the transaction. This personal guaranty, secured by the significant asse used, supra), was a vital component which tacitly lent credibility and security to t on.

46. Once an investor was interested, the Principal Conspi ors, 0i njunction with Boden, drafted an agreement for the assignment of the settlement agreement and proceeds.

trust account the lump sum payment for immedi Thereafter, RRA was obligated to make pa RRA's trust account at TD Bank directly strict accordance with the terms of the pw ted settlement agreement. 47. Upon execution of the assignment, the ' d wire transfer to RRA's ment to the putative plaintiff. funds previously verified and held in tor's lock letter trust account at TD Bank in¶

Ponzi Scheme In Action¶

Fabricated Settlements Premised on Real Cases¶

48. In certain instances, the purported settlements, albeit fraudulent, were based on actual cases being handled by RRA. For example, one of the settlements involved herein was based upon facts surrounding Jeffrey Epstein, the infamous billionaire financier. In fact. RRA did have inside information due to its representation of one of Epstein's alleged victims in a civil 2 ., case styled Jane Doe v. Jeffrey Esptein, pending in the Southern District of Florida. Representatives of D3 were offered "the opportunity" to inve a p -suit $30,000,000.00, court settlement against Epstein arising from the same set 'o operative facts as the Jane Doe case, but involving a different underage female pl • ls," e-mail dated October 6, 2009 referencing Epstein which is attached hereto an to herein as Exhibit "B." To augment his concocted story Rothstein invited D ce to view the thirteen banker's boxes of actual case files in Jane Doe in emonstrate that the claims against Epstein were legitimate and that the eviden Epstein was real. In particular, Rothstein claimed that his investigative team discovered that there were high-profile witnesses onboard Epstein's private jet where some of the alleged sexual assaults took place and showed D3 copies of a flight log purportedlreirtaining names of celebrities, dignitaries and international figures. Because of these potentially explosive facts, putative defendant Epstein had allegedly offered $200,000,000.00 for settlement of the claims held by various young women who were his victims. Adding fuel to the fire, the investigative team representative privately told a D3 representative that they found three additional claimants which Rothstein did not yet know about.

Further, Preve was present for this meeting, despite the fact that he was not involved as an investor or representative in the D3 deal.¶

49. Additionally, Rothstein used RRA's representation in the Epstein case to pursue issues and evidence unrelated to the underlying litigation but which was potentially beneficial to lure investors into the Ponzi scheme. Por instance, RRA relentlessly pursued flight data and passenger manifests regarding flights Epstein took with other famous individuals knowing full well that no under age women were on board and no illicit activities took place. RRA also inappropriately attempted to take the depositions of these celebrities in a deliberate effort to bolster Rothstein's lies.

50. Conspicuously, and contrary to Banvon's allegations⁴ , Preve and Szafranski shared an office at RRA one floor down from Rothstele providing them access to Rothstein to assist in the furtherance of the Ponzi scheme. This fact helps explain why Preve attended the aforementioned D3 meeting despite)ns lack of involvement as an investor or representative.

/ 51. Another actual case which Rothstein attempted to use as a false predicate for his scheme was a mass tort cast against Chiquita Brands International. In this instance, Rothstein claimed to be representingpplaintiffs in 450 wrongful death cases on the verge of settling for 52,000,000.00 each. Rothstein told investors to begin raising funds in order to purchase this settlement \Vey e-tnail dated October 14, 2009 referencing Chiquita which is attached hereto and incorporated herein as Exhibit "C." While the cases against Chiquita are real, Rothstein did not represent any of the plaintiffs and the cases remain pending.¶

⁴ In a November 23. 2009. "Confidential Update From Bannon". Levin erroneously alleges that "The allegation that Mr. Preve had an office at the Rothstein law firm. or that he may have helped the Rothstein firm to mislead potential investors is a total lie. Period."¶

Plaintiffs' Investments:¶

I. Banyon Income Fund¶

52. BIF was formed in May 2009, and served as an original feeder fund for the Principal Conspirators settlement deals.

53. According to the offering materials provided by Levin and Preve, BFI's stated investment goal was to purchase:

discount settlements and related periodic revenue stream from individual plaintiffs who have settled their labor and employment related lawsuits or claims, and who would otherwise receive their settlement amounts over a period of time. The purchased settlements arc secured by the full settlement amounts which will have been deposited in a trust account established by the plaintiff's attorney for the benefit of the plaintiff prior to purchase by Banyon Income Fund, LP. These sett ts ore released to Banyon Income Fund, LP o liquidate the purchased settlement.

¶

See Confidential Offering Memoran 2 1.11.1 April 30, 2009, a copy of which is attached hereto and incorporated herein as Comp/mite bit "D."¶

54. Not coincidentally, BIF's investment strategy is identical to the purported investment vehicle offered by the Principal Conspirators at the center of the Ponzi scheme.

55. In fact, the Confidential Offering Memorandum avers that "folnee a structure of formal doctupentation was put in place and a relationship established with Rothstein, the General Partner w able to achieve a large ramp up in business volume . . fwhichl have stabilized at approximately $60,000,000 - $75,000,000 in funded business per month," and that the Iftundin for these activities has come from credit facilities with institutional hedge fund lenders as well as the personal capital of Mr. Levin." Id.

Amended Complaint¶

56. Significantly, Banyon's Confidential Offering Memorandum relies heavily upon an audited financial statement prepared by Berenfeld which purportedly details Banvon's staggering growth and astounding returns verifying inter alit, that:

• a. Levin, by and through Banvon affiliated companies, was doing as much as $75,000,000.00 in business a month with Rothstein;
• b. Through March 2009. Banvon affiliated companies over $1.1 billion dollars worth of legal settlements fromlto for a cost of $657.000,000.00;
• c. By the end of March 2009, the Ba n affiliated companies had realized over $531,000,000.00 million ' tit" d
• d. Banyan affiliated comp listed receivables in excess of $559,000,000.00 ± fr pending settlements investments.

oee id¶

57. B1F's ConfidentitOffe 'Ci 14/fig Memorandum provided investors a window into the Principal Conspirators' house of cards, as the hedge fund was iust one of the investment consortiums feeding the Poozi scheme's voracious appetite.

58. onPsubstantially all of BW's assets were funneled into the Principal me which served as rocket fuel blasting the obscure investment vehicle to

59. In the spring of 2009, Barry Bekkedam from Ballamor Capital Management, LLC (hereinafter, "Ballamor")6 and promoter of BIF, met Doug Von Allmen (D&L Partners) to discuss D&L Partners' participation in BIF.

60. During that discussion, Mr. Von Allmen learned that BM was started by Levin, a professed mentor and confidant of Rothstein, and that the settlements BIF was purchasing were through an exclusive arrangement negotiated between Rothstein and Levin ranbehalf of BIF.

61. Mr. Von Allmen was told by Mr. Bekkedam that Levi onally worth in excess of $400,000,000.00 and would personally guarantee the sottla ents.

62. Additionally, Mr. Bekkedam told Mr. V 1 that the settlements were N, I already fully-funded in the attorneys' trust accoun t 'th "Sis,a "Big Four "6 auditing firm would verify them quarterly, and that Ballamor had ( S • u unfettered access to the trust account balances and would oversee Banvon's h• ' cao independent verifier to monitor and confirm the settlement transaction.

63. Finally, Mr. Vc'sAllmen was told by Mr. Bekkedam that it would take two signatures to move the money, one of which would be someone from BIF.

64. In reliance tin these purported security and verification procedures, on or about May 4. 2009. Mr. Von Allmen (through D&L Partners) and his wife Linda Von Allmen (through Dynasty Trust) first wired BM funds; approximately one month later, his son and daughter-in-law David and Ann Von Allmen (thm* the DVA Trust and AVA Trust) and his step-son,

⁵ Ballamor Capital Management, LLC is an S.E.C. registered investment advisor specializing in managing investments on behalf of high and ultra-high net worth individuals¶

⁶ As it turns out, the "Big Four" accounting firm referenced was Berenfeld,¶

Kretschmar (collectively referred to herein as "Banyan Investors") also funded investments as directed by Ballamor and Mr. Bekkedam.¶

65. Prior to investing, each Banyon Investor received a "the aforementioned Confidential Offering Memorandum describing the terms and conditions of the investment structure in greater detail. See Composite Exhibit "D."

66. Significantly, the Confidential Offering Memorandum provided that a receipt of the putative defendant's wire transfer of the full settlement proceeds into RRA's mist account would be verified by an independent third party (see Szafransici. infra). Id.

67. Additionally, the Banyon Investors were ass th cooperation with TD Bank executives (which turned out to be Spinosa, Kerstetter and), that BIF's third-party verifier would have online access to banking records for tacitsit account and admission into all records "trilk\ r related to the purchased settlements and settkmenttust accounts. Id. it

68. Furthermore, the M: .rant(pm states that while "Ballamor will receive no compensation for its particire estment recommendation . . . Levin has an agreement in principle Ballamor and its principal, Barry R. Bekkedam, with respect to an equity investment in Ballamor by Mr. Levin and a loan to Mr. Bekkedam, the final terms of which have not been determined:'? Id,

69. Safranslci, president of Onyx Capital Management, acted as an the designated independent, third-party verifier for the Banyon Investors and BIF. Prior to and during the course of

^.7 In fact we now know that Ballamor and Mr. Bekkedam received $5.000.000.00 from Levin for their involvement in this Ponzi scheme along with a $18.000.000.00 investment through Ballamor into Nova Bank, a Pennsylvania banka¶

his investigation, Szafranski obtained the following information demonstrative of TD Bank's involvement:¶

a. October 29, 2008 letter signed by Caretsky, assistant branch manager with Commerce Banks enclosing three trust account statements for RRA: (1) account' number ..ii containing $166,922,339.00; (2) account number e ning S40,125,685.44; and (3) account number containing $348,229,480) 1 three trust account statements for RRA are attached hereto and incorporated herein as Composite Exhibit 46E?¶

b. March 20, 2009 letter signed by Kersteft-eya tstant manager for 'ID Bank enclosing three trust account statement for RRA: (1) account number showing a balance of $104,211,711.22; (2) account number showing a balance of $368,333,133.20; and (3) account numbers showing a balance of $110,331,563.13. All three account statements referenced'are attached hereto and incorporated herein as Composite Exhibit "F."¶

c. April 17, 2009 letter signed by Caretsky as a TD Bank Assistant Vice President, enclosing RRA trust account statement for: (1) account number showing a balance of $61,117,111; (2) RRA trust account statement for account number showing a balance of $80,978,935.31; (3) RRA trust account statement for account number showing a balance of $136,122,322.87; (4) RRA trust account statement for account number showing a balance of $198,644,311.13; and (5) RRA trust account statement for account number showing a balance of $483,668,999.39. All five trust account¶

^$ Commerce Bank was a predecessor in interest to TD Bank as a result of TI)-BefliE194-7-billien-purehase ef-Gernmeree-Bank-iti-March 2008 purchase.¶

statements referenced are attached hereto and incorporated herein as Composite Exhibit "G."¶

d. June 22, 2009 Commerce Bank wire transfer to RRA trust account ending xin the amount of $1,957,500.00 and purporting to be a funded settlement, a copy of which is attached hereto and incorporated herein as Exhibit "H";¶

e. June 22, 2009 Commerce Bank wire transfer to RRA trust account ending xin the amount of $2,680,000.00 and purporting to be a funded settlemen y of which is attached hereto and incorporated herein as Exhibit "I";¶

f. June 22, 2009 Commerce Bank wire transfer Trtrst account ending xin the amount of $695,000.00 and purporting to be a funded settlement, a copy of which is attached hereto and incorporated herein as Exhibit "J";¶

g. June 30, 2009 Commerce Bank wire transfer to RRA trust account ending xin the amount of $2,208,000.00 and purporting to be a funded settlement, a copy of which is attached hereto and incorporated herein as Exhibit "K";¶

h. July 1, 2009 Commerce Bank wire transfer to RRA trust account ending xin the amount of $6,072,000.00 and purporting to be a funded settlement, a copy of which is attached hereto an ( 4S corporated fi herein as Exhibit "L";¶

ly 13, 2009 letter signed by Kerstetter from TD Bank enclosing RRA trust account stibi nt for account number showing a balance of $14,286,000.00, a copy of which is attached hereto and incorporated herein as Composite Exhibit "NI"; and¶

j. July 17, 2009 TD Bank wire transfer to RRA trust account ending x-= in the amount of $22,348,221.00 and purporting to be a funded settlement, a copy of which is attached hereto and incorporated herein as Exhibit "N";¶

70. In reliance on the foregoing, as confirmed by Szafranski, the Banyon Investors collectively invested $60,5 ,000.00 into BIF and into the Ponzi scheme.

2. Razorback Funding, LW¶

71. Razorback was formed September 24, 2009 for purposes of investing in two RRA settlements: (1) a $40,600,000.00 structured settlement, payable in four equal monthly installments, offered in exchange for a lump sum payment of $23,200,000.00; and (2) a $26,100,000.00 structured settlement, payable in three equal monthly installments, offered in exchange for a lump sum payment of $17,400,000.00. See Confidential Settlement Agreements and Releases which are attached hereto and incorporated herein as Composite Exhibit "O."

72. In particular, the deal was structured so Razorback would fund $32,000,000.00 towards the purchase of these settlements by means of a loan to Banyon USVI, LLC. Banyon USVI in turn would contribute S8,600,000.00 to purchase the settlement proceeds from the Principal Conspirators. See Aclmowlecigentent of Assignment/Purchase of Settlement Proceeds and Sale and Transfer Agreements which is attached hereto and incorporated herein as Composite Exhibit "P."

73. On or about September 18, 2009, as part of its due diligence, Razorback obtained a copy of a Tp Bank "lock letter" signed by Spinosa used in a prior deal. See September 18, 2009 lock letter from TD Bank which is attached hereto and incorporated herein as Exhibit "Q." The lock letter'indicates that TD Bank had been irrevocably instructed to pay the fund identified in a particular KKA trust account only to the investor's bank account.

74. On October 1, 2009, Szafranski, who was utilized as the independent reviewer for Razorback as well, met with Rothstein to review and verify all of the documents supporting the

Razorback deal. In that meeting, Szafranski purportedly witnessed Rothstein sign on to the TD Bank on-line banking website and verified that all of the wire transfers for the underlying Razorback settlement deals had been received by RRA and were held in RBA's trust account ending in x-=. A copy of the October 1, 2009 email front Szafransld verifying the abovereferenced account is attached hereto and incorporated herein as Exhibit "R."¶

75. Szafranski also verified that a "lock letter" had been received by Spinosa as Regional Vice President of TD Bank dated October 1, 2009 stating the following:

Pursuant to your written instructions to us of September 30, 2009, please be advised that all funds contained in the above referenced account shall only be distributed upon your or Stuart Rosenfeldt's instruction and shall only be distributed to Banyon USVI (Del), LLV, eto Razorback Funding, LLC, Debt & Equity Re-Payment Account: TD Bank, NA, 319 Glen Head Road, Old Brookville, NY, ABA: Account # . Your letter is understood not to convey ownership of the account or access to the account to any other party, but, rather is meant to irrevocably restrict conveyances as follows: conveyances shall only be made from the account referenced above to the Banyon USW account.

¶

See October 1, 2009 letter which is attached hereto and incorporated herein as Exhibit "S."¶

76. Spinosa e-mailed the "lock letter" to Rothstein earlier that day with a message stating that at Rothsteln's "request and instructions, this account [RBA's trust account] has been irrevocably locked as to destination of all disbursements [which was Razorback's account, also at TD Bank], The letter confirming same is attached. Please do not deposit any funds into this account that are not soley (sic) to be directed to the entity set forth in the irrevocable instruction." A copy of the October 1, 2009 email front Spinosa is attached hereto and incorporated herein as Exhibit 9 .."

77. Also on October 1, 2009, Razorback received copies of two wire transfers from Preve, a Banyon USVI representative, demonstrating that a total of $66,700,000.00 (the full settlement funding being purchased) had been received by RRA in its trust account with TD Bank. A copy of the October 1, 2009 wire transfers is attached hereto and incorporated herein as Composite Exhibit "U."

78. On the same day, Preve forwarded Razorback an email from Rothstein providing: (1) confirmation of Preve's purported $8,000,000.00 wire into RRA's t account and (2) that no disbursement on the deal would be made until he Razorback. A copy of the October I, 2009 email incorporated herein as Exhibit "V." res: ' - the $32,000,000.00 from o tein is attached hereto and

79. On October 3, 2009, Razorback the lock letter. The Razorback representative contact Spinosa to verify the details of unable to reach Spinosa but did receive confirmation from Spinosa's assistant that she prepared the lock letter and that Spinosa signed it.

80. On October 7, 2009, Razorback received an email from Preve which contained an on-line screen shot of an RRA trust account at TD Bank indicating a balance of $66,700,000.00. A copy of the TD Bank account screen shot is attached hereto as Exhibit "W."

81. Finally, on October 22, 2009, Szafranski met again with Rothstein and verified that all of the putative plaintiffs in the Razorback deals received their disbursements by reviewing TD Bank's on-line banking website. A copy of Szafranski October 22, 2009 confirming email is attached hereto and incorporated herein as Exhibit "X."

82. In reliance on the foregoing, Razorback transferred the sum of $32,000,000.00 to RRA's trust account.

I.¶

3. D3 Capital Club, LLC¶

83. D3 was formed October 4, 2009 for purposes of investing in a $30,000,000.00 RRA structured settlement, payable in six equal monthly installments of $5,000,000.00, offered in exchange for $18,000,000.00. See Confidential Settlement Agreements and Releases which is attached hereto and incorporated herein as Composite Exhibit "Y."

84. A D3 representative, who was also a representative of RatoTGa k s1penagement team, had knowledge of and relied upon the contacts and representations made by TD Bank in connection with the Razorback transaction.

85. On or about October 15, 2009, as part of its e iligence, D3 obtained a copy of ^a TD Bank "lock letter" signed by Spinosa stating the fo •

Pursuant to your written instrucho'to of October 14, 2009, ^please be advised that all funds contained in the above referenced account shall only be distributed upon your or Stuart Rosenfeldt's instruction and shall only be distributed to D3 Capital Club, LLC, ²⁸³³NE 35th Court, Fort Lauderdale, FL, 33308, TD Bank NA, Account #

¶

See Octo lock letter attached hereto and incorporated herein as Exhibit "Z."¶

Your letter is understood not to convey ownership of the account or access to the account to any other party, but rather is meant to irrevocably restrict conveyances as follows: conveyances shall only be made from the account referenced above to the I'D bank account # IMIrIMI belonging to D3 Capital Club, LLC.¶

On October 15, 2009, Spinosa signed another letter enclosing a copy of RRA's trust account bank statement showing abalance in excess of $30,000,000.00. See October 15, 2009 letter attached hereto and incorporated herein as Composite Exhibit "AA."¶

87. Furthermore, on October 15, 2009, Kerstetter drafted aletter to RRA enclosing ^a copy of RRA's trust account bank statement for the D3 settlement showing abalance in excess of $30,000,000.00. This letter was personally delivered by Kerstetter to Rothstein in a D3 representative's presence while inside the TD Bank Fort Lauderdale branch. See October 15, 2009 letter attached hereto and incorporated herein as Exhibit "AA-1." Later that day, Kerstetter met again with that same D3 representative at a location outside of the bank in order to sign the paperwork to open a D3 account at TD Bank. ' I se

88. On October 16, 2009 and again on October 19, 2009, a D3 rep 7-14/ to Spinosa and Kerstetter advising that 1)3 had opened its account for ptuposes 7 doing business with RRA and asked about the mechanics of the irrevocable lockl'tter that D3 had with RRA account number A copy of the October 16, 2009 and October 19, 2009 emails are attached hereto and incorporated herein as Composite Exhibit "BB." nt emails

89. Spinosa responded to the October 19, 2009 email with a phone call to the D3 representative. During the conversation, the lock letter was acknowledged by Spinosa who refusedto provide any further details about the Principal Conspirators' accounts.

90. Finally, on October 19, 2009, Szafranslci met with Rothstein and verified that the sum of $30,000,000.00 was wired from the putative defendant into the RRA trust account ending x- =. A copy of October 19, 2009 email is attached hereto and incorporated herein as Exhibit "CC?

91. liance on the foregoing, D3 transferred the sum of $13,500,000.00 to RRA's trustace

Amended Complaint¶

4. BFMC Investment, LLC¶

92. BFMC was formed in November 1998 to fund investment opportunities.

93. On September 28 2009, BFMC principal, Barry Florescue ("Florescue") met socially with Andrew Barnett ("Barnett"), Director of Corporate Development for RRA.

94. During this meeting, Barnett described his role at RRA and invited Florescue to meet Rothstein later that week to discuss a lucrative investment opportunity. Florescue was aware of Rothstein given Rothstein's prominence in the Fort Lauderdale business and social community, and a meeting was scheduled at RRA on September 30, 2009.

95. Florescue and his employee, Mark Seigel ("Seigel"), arrived in RRA's offices and were initially introduced to Boden. Coincidentally, Boden had, many years earlier, worked as a junior staff member with Florescue's corporate counsel and had actively worked on one of Florescue's previous financing transactions.

96. After several minutes, Boden and Barnett led Florescue and Seigel into Rothstein's private office.

97. After introductions, Rothstein described an investment opportunity involving I purchasing various settlements with structuredpavments explaining as follows:

a RRA is a nationally recognized firm representing whistleblowers in whistleblower lawsuits against employers. RRA has specific expertise in a specific type of litigation called Qui Tani litigation, in which the defendant is also accused of defrauding the United States government. RRA became a magnet for Qui Tam cases following its success as co-counsel in a 2008 Eli Lilly Qui Tam case, which resulted in a $1 billion plus settlement.¶

b. RRA was currently representing whistleblower plaintiffs inside a Fortune 500 company that had allegedly defrauded the United States government. Citing confidentiality, Rothstein could not share the name of the defendant, but he described it as a large food conglomerate that had substituted cheaper ingredients into food supplies sold to the government A"... under national contracts. Rothstein was rounding up dozens of whistleblo3 wird mside the company who had been threatened by senior management to remain company's fraud. ing the¶

c. RRA had negotiated numerous settlementas$1"000.00 for various whistleblower clients, but the defendant insisted on paying the settlements out over four months. The plaintiffs wanted their cash up front.¶

d. Rothstein explained that the putative plaintiffs were willing to take a large discount up front because: (i) they had a high degree of concern over whether defendant would attempt to prevent them from receiving payments after settling and, (ii) Rothstein explained in detail a legal concept called "privity" — plaintiff was "in privity" with the defendant which subjected their settlement to reversal by the federal government. Rothstein represented that a third party buyer of the settlement rights would not be subject to such reversal as the third party was not "in privity" with the defendant.¶

c. The settlement documents were drafted and ready to be settled, but Rothstein needed to find an investor to fund the settlement. Rothstein explained that such a transaction was legal, because the settlement agreement had no "anti-assignment rights", but that any third party investor couldn't be given any details about the parties involved in the settlement, because it was by nature highly confidential and did contain strong confidentiality provisions.¶

f. Due to the fact that a "funder" could not be given any information about the case, the defendant, or the plaintiff, and given the fact that Rothstein needed a high degree of confidentiality about even the existence of the funding arrangement (in order to prevent defendants from explicitly prohibiting this type of arrangement going forward), Rothstein could only engage in such transaction with local friends with whom he trusted.¶

g. RRA's clients were willing to accept $800,000.00 up hange for their rights to the $1,400,000.00 settlement, payable over 4 months.¶

h. Rothstein could not personally fund the st settlements because it was illegal for him or his firm to profit from a structured ttl ent in which he represented the \ v plaintiff. However, it was in his firm's interest to f a so that the firm could settle the case and get paid its contingency fee.¶

I. Rothstein remark#5transaction would be substantiated and verified, that he would provide evidence o settlement in his office, and that he would get on the phone with Spinosa of TD Bank to confirm that the putative defendant's funds had been wired into a Florida Bar trust account with instructions to only release the funds in that account to the specified funder.¶

98. Upon concluding the meeting, Barnett walked Florescue and Seigel out to the elevator. During a debrief, Barnett revealed that the defendant was Dole Foods, which had knowingly supplied the U.S. Government with impure orange juice in a major juice contract that called for 100% pure orange juice. Barnett said that Rothstein had offered to sign a corporate and personal guaranty as a further inducement to make the investment.

Amended Complaint¶

99. Between September 30, 2009 and October 15, 2009, BFMC worked with their counsel and Boden on various transaction documents necessary to close the deal.

100. During the first week of October 2009, Florescue telephoned Spinosa, who Florescue knew professionally based on various banking activities previously engaged in, to inquire about Rothstein. Spinosa said that he could not talk about Rothstein ivitbout Rothstein's consent.

101. In early October, 2009, Boden finalized the deal documents for BFMC's investment in three identical RRA settlements: (I) a $1,400,000.00 structured settlement, payable in four equal monthly installments, offered in c c n? e, for a lump sum payment of $800,000.00; (2) a second $1,400,000.00 strut )ili,,, e payable in four equal monthly installments, offered in exchange for a lum Sy ent of $800,000.00; and (3) a third tut 51,400,000.00 structured settlement, p our equal monthly installments, offered in exchange for a lump sum payme ,000.00. See correspondence from David Boden which is attached hereto and incorporaate3 herein as Exhibit "DI)."

102. BFMC's explicit understanding from Boden and Rothstein was that the putative defendant's funds were to be held in RBA's trust account and could only be released directly to BFMC's ac lint pursuant to an irrevocable "lock letter." c(etyl

10 _or about October 15, 2009, as part of its due diligence, BFMC obtained a copy of a TD B ock letter' signed by Spinosa stating that:¶

[p]ursuant to your written instructions to us of October 14, 2009, please be advised that all funds contained in the above referenced account shall only be distributed upon your or Stuart Rosenfeldt's instruction and shall only be distributed to BB&T (FICA: Colonial Bank), Pompano Beach Branch # 32083, (954) 943-6550, ABM

¶

MNIIIM, for further credit to: BFMC Investment, LLC Account #¶

Your letter is understood not to convey ownership of the account or access to the account to any other party, but rather is meant to irrevocably restrict conveyances as follows: conveyances shall only be made from the account referenced above to the BB&T (FICA: Colonial Bank) account # belonging to BFMC Investment, LLC.¶

See October 15, 2009 lock letter attached hereto and incorporated herein as ExhIbit"EE."¶

104. Later that day, and in reliance on the foregoing, BFMC wired $2,400,000.00 to `;',_ RRA's 'ID Bank account number

/ 4-¶

Implosion of Rothstein's Portz! Schime¶

105. In October 2009, the Ponzi scheme reached critical mass. October was a huge month for investor settlement redemptions and Rothstein knew that the influx of new investor capital could not satisfy all previous investor obligations. Sensing that the end was near, Rothstein began planning his escape.

106. On October 17, 2009, Rothstein sent a firm-wide e-mail at RRA asking for help to determine whether a "olio is facing a multitude of criminal charges in the United States including fraud, laundering and embezzlement—could be extradited to the United States or Israel k after renouncing his United States citizenship. Rotbstein's email asked for countrilr. Abith did not have extradition treaties with the United States or Israel9 and concluded by stating that "[t]his client is related to a very powerful client of ours and so time is of the essence. Lets rock and roll... there is a very large fee attached to this case. Thanks Love ya

⁹ Not coincidentally Morocco, Rothstein's destination on October 27, 2009, was one of the countries that I does not have an extradition treaty with either the United States or Israel,¶

Scott." See Sun-Sentinel article dated November 16, 2009 referencing the October 17, 2009 email which is attached hereto and incorporated herein as Exhibit "FF." Suffice it to say, Rothstein was the purported "client" and this is the first clear written indication that he knew his fate.¶

107. By the end of October 2009, Rothstein and RRA began to default on the investors' structured payments and the Ponzi scheme began to unravel.

108. On October 26, 2009 Linda Von Allmen spoke with Rothstein ova restaurant who, in between martinis, admitted that he was "having a bad day." Rothstein was joined by a woman and his bodyguard, believed to be Joe Mu, who may have witnessed this exchange.

Ponzi scheme, confronted Rothstein who wa i• owtiiic • Spinosa inside of Bova restaurant. Pearson, in Spinosa's presence, demanded, to why he had not received two scheduled payments due to him the week prior. Roth. attempted to diffuse the situation leaving Spinosa visibly shaken. / 109. On October 27. 2009, Richard P ear' , whipd invested $18,000,000.00 in the¶

110. Shortly thereafter, Rothstein proceeded to methodically drain the TD Bank RRA accounts dry, depleting virtually all of the remaining investors' money as well as the money of many of the firms' clients.

111. On the evening of October 27, 2009, Rothstein secretly boarded a private G-5 jet destined for Morocco, but not before completing a $16,000,000.00 wire transfer to a Moroccan bank.

112. Reeling from its shameful missteps in connection with the Rothstein scandal, an emergency receiver was appointed for RRA on November 4, 2009 for the purpose of winding down its operations.

113. By October 30, 2009, investors began to scramble desperately attempting to reach Rothstein for answers. Unbeknownst to them Rothstein was already gone, along with their investments, as the Ponzi scheme finally buckled under the pressure of obligations due.

114. Alarmed investors frantically reached out to RRA executives and attorneys begging for infommtion as to the whereabouts of Rothstein and their more than $30?000,000.00 in overdue payments. Stuart Rosenfeldt (hereinafter. "Rosenfeldt") assem IL including Baden, Stay and Grant at RRA to begin answering the delugtcaf1, 4/ or calls by first confirming with Stay (RRA's C.F.Q.) that RRA's onerating_andlNt accounts contained more than $1 billion dollars. Shamefully. Stay refused to provide Rosenfeldt the confirmation requested. Growing ever agitated, Rosenfeldt and tit otheta_continued to press Stay demanding to know what was going onand that she pr;c t account statements. Eventually Stay relented and began inconsolably crying--taxa a the phrase. "I don't want to go to iail," Rosenfeldt proceeded to conference call 'Spinsoa who initially declined to provide account balance verification but after much cajoling finally infomied_Rosenfeldt that the RRA accounts had been almost completely depleted.

pevastating Fallout¶

0 velocity at which the Ponzi scheme cratered sent a sonic boom felt financial and legal world.¶

Amended Complaint¶

116. As the dust begins to settle, critical details have emerged revealing the scope and magnitude of this the nefarious scheme. By way of example Plaintiffs have discovered that:

• a. the entirety of Plaintiffs' more than $100,000,000.00 investment is gone;
• b. plaintiffs' "lock letter" accounts were never funded with the purpotted settlement money and contained only a nominal deposit of $100.00;
• c. even after Rothstein's October 27, 2009 departure to Morocco, millions of dollars continued to flow out of RRA accounts from the Fort Lauderdale TD Bank accounts, indicative of an insider(s) maintaining operations of the Ponzi scheme including, but not limited to:

i.	Shimon Levy it	S366.000.00
ii.	Shimon Levy %.7	S287.500.00
iii.	Onyx capkil \	$263,000.00
iv.	Barbe=	$240,000.00
v.	ShimmtLevv%	$225.000.00
vi.	Obidia Levy ---	$250.000.00
vii.	Rachel Levv	$50,000.00
viii.	Daniel Minkowitz	$225.000.00
ix.	Benzion Varon	$33,333.00
x.	Dominic Ponatchio	$280,000.00
	Daniel Minkowitz	$200,000.00
	Daniel Minkowitz	$100,000.00
xlii.	Shimon Levy	$366,666.00
xiv.	Shimon Levy	$337,500.00
xv.	Onyx Capital	$275,000.00
xvi.	Obidia Levy	$268,000.00
xvii.	Obidia Levy	$175,000.00
xviii.	Moty Ban-Mon	$132,000.00
xix.	Benzine Varon	$33,333.00
xx.	Ahnick Kahlid	$16.000,000.00
xxi.	EMS Investments	$300,000.00
xxii.	Pirulin Group	$300,000.00
xxiii.	Condorde Capital	$300,000.00
xxiv.	National Financial	$150,000.00;

• d. in April 2009, $53,060,000.00 in credits and $51,560,000.00 in debits were transacted through four RRA trust accounts at TD Banlq
• e. in October 2009 $235,000,000.00 in credits and $232,000,000.00 in debits were transacted through the RRA accounts at TD Bank;
• f. the $8,000,000.00 wire transfer confirmation used by Prey to induce Razorback's $32,000,000.00 payment was i by RRA or TD Bank; on November 1, 2009, Mel Ofshitz invested nearly $100,000,000.00 in • of investor victims that he personally t with verified investment a= A ances;
• C. ) Securities whose group AhdRAlitstein received scheme, advised a group Spinosa at TD Bank and
• h. during that same n informed the group that he reached out to Rothstein in letting him know that Banvon stood ready to provide nancing if he was having trouble making payments. Astoundingly. Levin's revealing admission took the group by surprise because one of the core "deal" tenants insured against any possible deficit v requiring a Putative defendant's settlement to be funded prior to an investors lump sum Purchase. Thus, any shortfall, even the smallest one, is patently contrary to the investment structure and obvious evidence that the monies are either being misused or are a part of a Ponzi scheme.

¹⁰ The group of investors attending the November 1.2009 meeting include: Kretschmar, Ted Morse, gd Morse, Richard Pearson, Ira et, Mel Lifshitr.J.ALIDiscala, . Mac elvin, Mark Nordlicht, Jack Simony. Steve Jackel, Laurence M. Steve Levin. Levin, Preve, Batty Bekkedam, and Michael Szafransld.¶

• i. Plaintiffs now believe that Levin's statement was a thinly-veiled attempt to cover his tracks after Rothstein rejected Levin's last-ditch efforts to persuade Rothstein to keep the Ponzi scheme going. In support. Plaintiffs rely op a October 31, 2009 email from Preve to Rothstein statingibat "We JLevin and Prevel understand that the shortage is now 300m which is still manageable if we have your cooperation. Let me know." to which Rothstein responds, "Mat is not the shortage that is the amount of money needed to give the investors back their money. I really lust need to end it M. It will make it easier for everyone." (emphasis added). The attempt to try and "manage" the hole created now presumes that Levin and Preve had knowledge of a prior deficit and serves as an unwitting admission of their involvement in the perpetuation of the Ponzi scheme; sometime in the Spring or Summer of 2009, Ted Morse was personally provided with a written account balance statement by Caretsky at TD Bank;
• k. S on hilv 27. 2009 Rothstein transferred a property with an assessed value of O 07,750.00 to for "love and affection" and $100.00. Notwithstanding owning the property free and clear. who earned $250.000,00 a year, decided to pull $100,000.00 out of the property days prior to the IRS filing of a forfeiture in rem complaint against the property;
  • 1. Berenfeld's audited financial statements for the affiliated Bannon entities confirmed finance receivables of $517,404,505.00 due from RRA

settlements worth more than $1,100,000.000.00, See Composite Exhibit "D." As now discovered, these verified finance receivables were pure fiction. Incontrovertibly. Berenfeld either willfully participated in this fraud or knew or should have known as part of the audit process that the finance receivables were fabricated and incapable o being independently verify;¶

• m. Berenfeld's complicity in the Ponzi scheme is further compounded by their role as accountants for RRA and Rothstein and Rosenfeldt individually providing them with first-hand knowledge of the patent inconsistencies between Banvon's purported verified audited receivables and RRA's actual numbers;

• n. due to the vast complexity in maintaining the Ponzi scheme's fraudulent accounting, it is only sophisticated accountants could have accounted for "phantom" investments over a period of four years allowing the Principal Conspirators to generate falsified statements necessary to dupe investors;

• o. s pi Ballamor r and Mr. Bekkedam received a $5,000.000.00 "loan" from Levin la or procuring investor funds along with a $18,000,000.00 investment through Ballamor into Nova Bank. a Pennsylvania bank; the TD Bank account statements provided and verified by Szzfranski were completely fabricated and incapable of being confirmed. In most instances, them was either no money in the settlement accounts or the amounts contained were hundreds of millions less than what was

• q. TD Bank either knew or certainly should have known of the criminality and/or gross irregularities of RRA's operations. Alternatively, TD Bank's actions and/or omissions in not conducting any due diligence inquiry into RRA's suspicious activities, unorthodox settlement structures, lack of supporting document and vigilant (if no o ive) control over account access was either deliberate or reek

represented in the statements (see Comparison Chart of Actual Account Balances with Provided Deal Account Statements as attached hereto and incorporated herein as Composite Exhibit "GG."): and¶

117. A Ponzi scheme cannot be operated der help. Plaintiffs believe that additional members of RRA, including its noSic a estigators, were used by Rothstein to perpetuate, promote and facilitate the Ponzi sche . The details of these individuals or entities involvement and participation is presently unknown but further allegations and counts will be added as discovery is conducted and information concerning the complicity of these individuals or entities is confirmed.

Jurisdiction and Venue¶

court has jurisdiction over this matter as an action for damages in excess of S100, exclusive of attorneys' fees, costs and interest.¶

119. Venue is appropriate Broward County, Florida, pursuant to § 47.011, Fla. Stat., because the Defendants' reside in Broward County, Florida and the cause of action accrued in Broward County, Florida.

120. All conditions precedent, if any, have been met, waived or excused.

121. Plaintiffs have retained the undersigned firm and have agreed to pay it a reasonable fee.

COUNT 41 - FRAUDULENT MISREPRESENTATION
(against Scott Rothstein)¶

122. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107121 as if restated herein.

123. This is a claim for fraudulent misrepresentation.

124. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

125. In furtherance of the Ponzi scheme, Rothstein knowingly made material false statements and representations, including but not limited to representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.

126. Rothstein intended the Banyon Investors to act on his knowingly false representations.

127. The Banyon Investors justifiably relied upon Rothstein's representations to their detriment.

128. As a direct and proximate result of Rothstein's false statements, The Banyon Investors have sustained damages.

WHEREFORE, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST;; D&L PARTNERS, LP;; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN¶

LIVING TRUST; and KRETSCHMAR request judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT112 - FRAUDULENT MISRE PRESENTATIO IS (against Jennifer Kerstetter)¶

129. Plaintiffs incorporate the allegations contained in varagr s I)through 40-7121 as if restated herein.

130. This is a claim for fraudulent misreprese tidN

131. As described more fully above, R operating a Ponzi scheme through his firm. RRA, and through TD Bank.

132. In furtherance of the P6 4eheme. Kerstetter knowingly made material false statements and representations Mehl iut not limited to. supplying investors with false bank account statements.

133. Kerstetter intended the Banyon Investors to act on her knowingly false representations.

134. The Banvon Investors justifiably relied upon Kerstetter's representations to their d etiiment.

135. As a direct and proximate result of Kerstetter's false statements, the Banyon investors have sustained damages.

WHEREFORE. THE—LINDA VON ALLMEN; as Trustee of the VON ALLMEN DYNASTY TRUST;; D&L PARTNERS, LPT; DAVID VON ALLMEN. as Trustee of the DAVID¶

VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as 'he Court deems proper.¶

O AS¶

COUNT 1113 - FRAUDULENT M1SREPRESE TI ON (against Roseanne Caretskvl¶

136. Plaintiffs incorporate the allegations conta' paragraphs 1 through 407121 as if restated herein.

137. This is a claim for fraudulent C \ ttnon.

138. As described more fully above R was operating a Ponzi scheme through firm. RRA, and through TD Ba

the ,, 139. In furtherance k)- th nzi scheme. Caretsky knowingly made material false statements and representations including, but not limited to. supplying investors with false bank account statements.¶

140.i CaLetsIN i intended the Banvon Investors to act on her knowingly false ir oge l¶

14 . The Banyon Investors justifiably relied upon Caretsky's representations to their detriment.¶

142. As a direct and proximate result of Caretsky's false statements, the Banvon Investors have sustained damages.

WHEREFORE, THE—LINDA VON ALLMENT as Trustee of the VON ALLMEN DYNASTY TRUST:: D&L PARTNERS, LP;; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such furASref'as the Court deems prover.¶

C5)¶

149. TD Bank. throu Lgdistetter and Caretsky, intended the Banyon Investors to act on their knowingly false ntations.

COUNT W4 - FRAUDULENT MISREPRESENTATION (against TD Bank, N.A.¶

143. Plaintiffs incorporate the allegations contained in paragraphs I through 4-07121 as if restated herejn.

144. This is a claim for fraudulent misrepresentation. A 145. At all times material hereto. Kerstetter was acting in the scope employment as an assistant manager of TD Bank.

145. At all times material hereto, Caretskv was acting in the of her employment as an assistant vice resident and b

146. As described more fully above Rothst rating a Ponzi scheme through his firm, RRA, and through TD Bank.

147. In furtherance of the Ponzi scheme. ID Bank, through Kerstetter and Caretsky, knowingly made material false statements and representations including, but not limited to, supplying investors with false bank account statements.

148. yon Investors justifiably relied upon TD Bank's through Kerstetter's and Caretskv tations to their detriment.

AS a direct and proximate result of TD Bank's. made through Kerstetter's and Caretsky's, false statements, the Banvon Investors have sustained damages.¶

WHEREFORE, LINDA VON ALLMEN? as Trustee of the VON ALLMEN DYNASTY TRUST?: D&L PARTNERS, LP?: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against TD BANK. N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT VS - FRAUDULENT MISREPRESENTATION (against G. Levin)¶

152. Plaintiffs incorporate the allegations contained in paragraphs 1 ( S gh, 121 as if restated herein. CO

153. This is a claim for fraudulent misrepresentation.

/ --N 154. As described more fully above. Rothstein was operatik a Ponzi scheme through his firm, RRA, and through TD Bank.¶

155. In furtherance of the Ponzi sc statements and representations including, bLot 'Milted to. representing that the settlement '' n knowingly made material false agreements purchased by investors were-veal.-that they had been fully funded. and that they would be paid out to investors over rmined schedule.

156. Levin intend Banyon Investors to act on his knowingly false representations.

157. Yon Investors justifiably relied upon Levin's representations to their SIM.111 ; 1 O

. As a direct and proximate result of Levin's false statements, the Banyon Investors have sustained damages,¶

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN¶

t;: •¶

LIVING TRUST: and KRETSCHMAR request judgment against LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 6 - FRAUDULENT MISREPRESENTATION (against' Preve)¶

159. Plaintiffs incorporate the allegations contained in paragraphs restated herein. gh 121 as

160. This is a claim for fraudulent misrepresentation.

161. As described more fully above, Rothstein was e a Ponzi scheme through his firm, RRA, and through TD Bank.

162. In furtherance of the Ponzi sc N 4 h 'e e knowingly made material false statements and representations including, ot li ited to, representing that the settlement agreements purchased by investors we hat they had been fully funded. and that they would be paid out to investors oc egs)a ermined schedule.

163. Preve intended Bartvon Investors to act on his knowingly false representations,

164. von Investors justifiably relied upon Preve's representations to their

As a direct and proximate result of Preve's false statements, the Banyon Investors have sustained damages.¶

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN¶

LIVING TRUST; and KRETSCHMAR request judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 7 - FRAUDULENT MISREPRESENTATION (against Banvon Income Fund, LP, and Banvon USVI, LLC)¶

166. plaintiffs incorporate the allegations contained in paragraphs ugh 121 as d restated herein.

167. This is a claim for fraudulent misrepresentation.

168. At all times material hereto, Levin was acting opc of his employment as the chief executive officer of Banvon USVI and BIF.

169. At all times material hereto. Prey 5\ '4 in in the scope of his employment as the chief operating officer or agent of Banvon II'VI an IIIF.

170. As described more fullyabove. Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD C io, N.

171. In furtherance o onzi scheme. Banyon USVI and BIF. through Levin and Preve, knowingly made trial false statements and representations including. but not limited to, representing e settlement agreements purchased by investors were real, that they had been full nd that they would be paid out to investors over a predetermined schedule.

Banvon USVI and BIF, through Levin and Preve. intended the Banvon Investors to act on their knowingly false representations.¶

173. The Banvon Investors justifiably relied upon Banyon USVI's and BM's, through 1...evin's and Preve's, representations to their detriment.

174. As a direct and proximate result of Banvon USVI's and BIF's. made through Levin's and Preve's. false statements and representations, the Banvon Investors have sustained damages.

WHEREFORE, LINDA VON ALLMF.N as Trustee of the VON ALLMEN D 4 NASTY %, TRUST; D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee of th V VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the 14/ LIVING TRUST: and KRETSCHMAR request judgment against B ALLMEN ON INCOME FUND. LP. and BANYON USW, LLC., for compensatory dy, together with court costs and such further relief as the Court deems proper.¶

COUNT 8 - FRAUDULENT 4RESENTATION (against Michael S turista)¶

175. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

176. This is a claim fqrfra t misrepresentation.

177. As described mLfuliy above. Rothstein was operating a Ponzi scheme through his firm, RRA, and throu k

178. Itf &awe of the Ponzi scheme. Szfranski knowingly made material false statcmenttt t to eseentations including, but not limited to, verifying false bank statements and deal d

179. Szfranski intended the Banvon Investors to act on his knowingly false representations.

180. The Banvon Investors justifiably relied upon Szfranski's representations to their detriment.

181. As a direct and proximate result of Szfranski's false statements, the Banyon Investors have sustained damages.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: WEL PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DA VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN LIVING TRUST: and = KRETSCHMAR request iudgment j ) SZMICHAEL SZPRANSKI for compensatory damages, together with court costs an er relief as the Court deems proper.¶

COUNT 9 - FRAUDULENT MIS ATION (against Onyx Capital tl¶

182. Plaintiffs incorporate the allegations min • in paragraphs 1 through 121 as if ye-stated herein.

183. This is a claim for fraudulent misrepresentation.

184. At all times material heketo, Szfranski was acting in the scope of his employment as president of Onyx.

185. As describe! more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, nth TD Bank.

aem 1 . rtherance of the Ponzi scheme. Onyx. through Szfranski, knowingly material false s ts and representations, including, but not limited to. verifying false bank statements and deal documents.¶

187. Onyx. through Szfranski, intended the Banyon Investors to act on its knowingly false representations.

188. The Banvon Investors justifiably relied upon Onyx's. through Szfranski's, representations to their detriment.

189. As a direct and proximate result of Onyx's. made through Szfranski's. false representations, the Banyon Investors have sustained damages.

A..._._ WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALL I'S xvD ASTY TRUST: D&L PARTNERS, LP: DAVID VON ALLMEN, as Trustee ID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee of a ON ALLMEN LIVING TRUST: and' KRETSCHMAR request iud 5c1 gainst ONYX CAPITAL MANAGEMENT, for compensatory damages. together• i 4, ilici sts and such further relief A \ as the Court deems proper.¶

COUNT 10 - FRAUDUL rilli EPRFSENTATION (against Berenfeld S r er Shechter Sheer, LLP)¶

190. Plaintiffs incorporate ns contained in paragraphs I through 121 as if restated herein.

191. This is a claim for fratidulent misrepresentation.

192. As describt more fully above. Rothstein was operating a Ponzi scheme through his film. RRA, andibrough TD Bank.

}ttrtherance of the Ponzi scheme. Berenfeld knowingly made material false stateme an representations including, but not limited to. providing false auditing documents relating to Banvon and RRA.¶

194. Berenfeld intended the Banvon Investors to act on its knowingly false representations.

• 195. The Banyon Investors justifiably relied upon Berenfeld's representations to their detriment.

1%. As a direct and proximate result of Berenfeld's false statements, the Banvon Investors have sustained damages.¶

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee o the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of tile A ON ALLMEN LIVING TRUST; and KRETSCHMAR request iud n t against 13ERENFELD SPRITZER SHECHTER SHEER. LIP, for compensatory djmjgeljb6gether with court costs and such further relief as the Court deems proper.¶

COUNT 11- NEGLIGENT MISREPRESENTATION (against Jennifer Kerstetter)¶

• 197. Plaintiffs incorporate the allegations contained in paragraphs 1 through 40;121 as if restated herein. r 14/
  • 198. This is a claim for neghgent misrepresentation.
• 199. As describe fully above. Rothstein was operating a Ponzi scheme through his firm. RICA, a ugh TD Bank. rtherance of the Ponzi scheme. Kerstetter made material false statements and represe including, but not limited to, supplying investors with false bank account statements.
• 201. When making the false statements and representations. Kerstetter either knew or reasonably should have known that they were false.

202. Kerstetter owed the Banvon Investors a duty of care because she knew or had reason to know that the Banyon Investors were placing trust and confidence in her and relying on her to inform them.

203. Kerstetter breached her duty to the Banvon inverters-Investors by make false 27; Th\i Th\r representations with the intention that the Banyon Investors rely on them.

204. The Banvon Investors justifiably relied upon Kerstetter's reCatIons to their detriment.

205. As a direct and proximate result of Kerstetter' e statements, the Banvon Investors have sustained damages.

WHEREFORE, LINDA VON AILMENT Sit the VON ALLMEN DYNASTY TRUST-: D&L PARTNERS, LPT: DAVID V N, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VO as Trustee of the ANN VON ALLMEN LIVING TRUST; and AR request judgment against JENNIFER KJ3RSTb1 UR for compensat4ry damages. together with court costs and such further relief as the Court deems proper.¶

2 - NEGLIGENT MISREPRESENTATION (against Roseanne Caretskv)¶

O PI tiffs incorporate the allegations contained in paragraphs I through 4O7121 as if restated herein.¶

207. This is a claim for negligent misrepresentation.

208. As described more fully above Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

Investors have sustained damages. 213. As a direct and proximate re S it etsky's false statements, the Banyon¶

WHEREFORE. LINDA V TRUST;; D&L PARTNERS, £g it.' ENT as Trustee of the VON ALLMEN DYNASTY VON ALLMEN as Trustee of the DAVID VQIN ALLMEN LIVING TRLI • ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST:c7d KRETSCHMAR request iudgment against ROSEANNE CARETSKY,'for compensatory damages, together with court costs and such further relief as the Court deems,proper.¶

209. In furtherance of the Ponzi scheme. Caretsky made material false statements and representations, including, but not limited to, showing investors false statements of the amounts in RRA trust accounts.

210. When making the false statements and representations. Caretsky either knew or reasonably should have known that they were false.

211. Caretsky owed the Banyon Investors a duty of care because she knew or had reason to know that the Banyon Investors were placing trust and confi %ij Ur and relying on her to inform them

212. Caretsky breached her duty to the Bir vectors by making false representations with the intention that the Banvon on them.

COUNT W113 - NEGLIGENT MISREPRESENTATION (against TI) Bank, N.A.)¶

214. Plaintiffs incorporate the allegations contained in paragraphs 1 through 10-7121 as if restated herein.

215. This is a claim for negligent misrepresentation.

216. At all times material hereto. Kerstetter was acting in the scope mplovinent as an assistant manager of TD Bank.

217. At all times material hereto, Caretsky was acting in the cope)of her employment as an assistant vice president and branch manager of TD Bat*, \ ,

• \ ''. 218. As described more fully above, Rothsteitt,was-o/ peratme a Ponzi scheme through his firm, RRA, and through TD Bank. , k ^V

219. In furtherance of the Ponzi scheme, Bank, through Kerstetter and Caretsky, made material false statements and representations. including, but not limited to, showing investors false statements of the RRA trust accounts.

220. When making QfaftiiIse statements and representations, TD Bank. through Kerstetter and Ceretslcv. 11;:tylmew or reasonably should have known that they were false.

221. k owed the Banyon Investors a duty of care because it knew or had reason to know thaC h e ul) anvon Investors were placing trust and confidence in it and relying on it to inform them.

ti 222. ID Bank breached its duty to the Banvon Investors by making false representations, through Kerstetter and Caretsky, with the intention that the Banvon Investors rely on them.¶

223. The Banyon Investors justifiably relied upon TD Bank's. through Kerstetter's and Caretsicv's. representations to their detriment.

224. M a direct and proximate result of TD Bank's representations, made through Kerstetter and Caretsky, the Banyon Investors have sustained damages.

WHEREFORE. LINDA VON AILMENT as Trustee of the VON AL DYFIASTY TRUSTY. D&L PARTNEFtS, LP4 DAVID VON ALLMEN, as Trustee VID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of C ON ALLMEN LIVING TRUST: and KRETSCHMAR request judgm TD BANK. N.A., for compensatory damages, together with court costs and relief as the Court deems prover.¶

COUNT V11114 - NEGLI REPRESENTATION (against¶

225. Plaintiffs incorporate ns contained in paragraphs 1 through 121 as if restated herein.

226. This is a claim for negligent misrepresentation.

227. As describrd more fully above, Rothstein was operating a Ponzi scheme through his Eon, RRA. d ugh TD Bank.

2k herance of the Ponzi scheme, Levin made material false statements and repres is including, but not limited to, representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.¶

229. When making the false statements and representations. Levin either knew or re onablv should have known that they were false,

Amended Complaint¶

230. Levin owed the Banvon Investors a duty of care because he knew or had reason to know that the Banvon Investors were placing trust and confidence in him and relying on him to inform them.

231. Levin breached his duty to the Banyon investors by making false representations with the intention that the Banvon Investors rely on them.

232. The Banyan Investors justifiably relied upon Levin's representations to their detriment.

233. As a direct and proximate result of Levin's false stn t ents. the Banyon Investors have sustained damages.

WHEREFORE, LINDA VON ALLMEN the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP; DAVID V c m as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VO ? . as Trustee of the ANN VON ALLMEN LIVING TRUST: and S R request judgment against LEVIN for compensatory damages. toget1Cwith court costs and such further relief as the Court deems %...) proper.¶

15 - NEGLIGENT MISREPRESENTATION (aaainst Preve)¶

234. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

235. This is a claim for negligent misrepresentation,

236. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

237. In furtherance of the Ponzi scheme, Preve made material false statements and representations including, but not limited to, representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.

238. When making the false statements and representations. Preve either knew or reasonably should have known that they were false.

239. Preve owed the Banyon Investors a duty of care becau he e or had reason to know that the Banyon Investors were placing trust and confid him and relying on him to inform them.

240. Preve breached his duty to the Ban by making false representations with the intention that the Banyan Investors re %the

241. The Banyon Investors justifie detriment. lied upon Preve's representations to their V••

242. As a direct and tro xima e result of Preve's false statements, the Banyon Investors have sustained damages.

WHEREF V . L A VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; DotnIARINERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON A'''• fisi) All-MEN Is _ G TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN j,,,IVIN RUST: and KRETSCHMAR request judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

the chief executive officer of Banyon USVI and BM. A 245. At all times material hereto, Levin was acting in the scone of li tAl loyment as 0¶

COUNT 16 - NEGLIGENT MISREPRESENTATION (against Banyon Income Fund, LP, and Banvon USVI, LLC)¶

243. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

244. This is a claim for negligent misrepresentation,

245. At all times material hereto. Preve was acting in the his employment as ""%, the chief operating officer or agent of Banvon USVI and BM.

246. As described more fully above. Rothsteiwwa operating a Ponzi scheme through his firm. RRA, and through 7D Bank.

247. In furtherance of the Ponzi sc'ne yon USVI and MR through Levin and peeve, made material false statemm~en~~t representations including, but not limited to, representing that the settlement agceetGenlii purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.

248. When m e false statements and representations. Banvon USVI and IMF, through Levin atheve, either knew or reasonably should have known that they were false.

Avon USVI and BIF owed the Banyon Investors a duty of care because it knew or ha 11 to know that the Banvon Investors were placing trust and confidence in it and relying on it to inform them.¶

251. Sanvon USVI and B1F breached its duty to the Banyon Investors by making false representations. through Levin and Preve, with the intention that the Banyon Investors rely on them.

252. The Banvon Investors justifiably relied upon Banyon USVI's and BIF's, thmugh Levin's and Preve's, representations to their detriment.

253. As a direct and proximate result of Banyon USVI's and BIF's representations, made through Levin and Preve. the Banvon Investors have sustained damages.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee qf the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of ON ALLMEN LIVING TRUST; and KRETSCHMAR request judgm 1- • st BANYON INCOME FUND. LP, and BANYON USVI. LW.. for compensa . together with court costs and such further relief as the Court deems Droner.¶

COUNT 17 - NEGLIGENT RESENTATION (against Michael Szfranski)¶

254. Plaintiffs incorporate gjjegations contained in paragraphs 1 through 121 as if restated herein.

255. This is a claim fo igent misrepresentation.

256. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA ough TD Bank

rtherance of the Ponzi scheme. Szfranski made material false statements and representations including, but not limited to. verifying false bank statements and deal documents.¶

258. When making the false statements and representations. Szfranski either knew or reasonably should have known that they were false.

259. Szfranski owed the Banyan Investors a duty of care because he knew or had reason to know that, as an independent verifier, the Banyan Investors were placing trust and confidence in him and relying on him to inform them.

260. Szfranski breached his duty to the Banyan investors by making false representations with the intention that the Banvon Investors rely on them.

261. The Banvon Investors justifiably relied upon Szfranski's representations to their detriment.

262. As a direct and proximate result of Szfranski's fade statements, the Banvon Investors have sustained damages.

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON AI.LMFN DYNASTY TRUST; D&L PARTNERS. LP: DAVID V N, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VO as Trustee of the ANN VON ALLMEN LIVING TRUST: and HMAR request judgment against MICHAEL SZFRANSKI for compensato, together with court costs and such further relief as the Court deems proper.¶

18 - NEGLIGE MISREPRESENTATION (against Onvx Capital Management)¶

63. C Pla tiffs incorporate the allegations contained in paragraphs 1 through 121 as if restate erem.

64. This is a claim for negligent misrepresentation.

65. At all times material hereto. Szfranski was acting in the scope of his employment as president of Onyx.

66. As described more fully above. Rothstein was operating a Ponzi scheme through his firm, RRA. and through TD Bank.

67. In furtherance of the Ponzi scheme. Onyx. through Szfranski, made material false statements and representations, including, but not limited to, verifying false bank statements and deal documents.

68. When making the false statements and representations, Onyx. through Szfranski, either knew or reasonably should have known that they were false.

69. Onyx owed the Banyon Investors a duty of care because it knew or had reason to know that, as an independent verifier. the Banvon Invest e placing trust and confidence in it and relying on it to inform them.

70. Onyx breached its duty to the through Szfranski, with the intention that the Bandon Investors rely on them. estors by making false representations,

s 271. The Banvon Inve rs justifiably relied upon Onyx's. through Szfransld's, representations to their detri¶

272. As a dit\sejsnd r proximate result of Onyx's representations, made through Szfranski, theTtanvon Investors have sustained damages.

WHFREEORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUE` tlARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVE) VON AL1MEAbLIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request intim-tient against ONYX CAPITAL MANAGEMENT for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 19 - NEGLIGENT MISREPRESENTATION
(against Berenfeld Spritzer Shechter Sheer, LLP)¶

273. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

274. This is a claim for negligent misrepresentation.

275. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

276. In furtherance of the Ponzi scheme, Berenfeld made material false statements and representations including, but not limited to, providing false auditing documents relating to Banyon and RRA.

277. When making the false statements and representations, Berenfeld either knew or reasonably should have known that they were false.

278. Berenfeld owed the Banyon Investors a duty of care because it knew or had reason to know that, as an independent auditor, the Banyon Investors were placing trust and confidence in it and relying on it to inform them.

279. Berenfeld breached its duty to the Banyon investors by making false representations with the intention that the Banyon Investors rely on them.

280. The Banyon Investors justifiably relied upon Berenfeld's representations to their detriment.

281. As a direct and proximate result of Berenfeld's false statements, the Banyon Investors have sustained damages.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON¶

ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request judgment against BERENFELD SPR -ER SHECHTER SHEER, LLP, for compensatory damages, together with court costs and such further relief as the Court deems Droner.¶

COUNT 20 - AIDING AND ABETTING BREACH OF FIDUCIARY MIT (against Spinosa)¶

282. Plaintiff incorporates the allegations contained in paragrap .ugh 121 as if restated herein.

283. This is a claim for aiding and abetting breach of fiduciary duty.

284. Spinosa was aware that as trustee of th tolirrtrust account where the Banvon Investors' purported settlement funds were depo ' 4 tein had fiduciary duties of honesty loyalty, and care to the Banvon Investors. St sa vtlGc also aware that as trustee of the attorney trust account containing the funds toCiel the Banyon Investors had an exclusive right to ^Ni collect in the near future, Rotbstei ackduciary duties of honesty, loyalty, and care to the Banvon Investors.

285. Spinosa w that Rothstein was financially exploiting the investors to their detriment, and are that Rothstein was breaching his fiduciary obligations to the Banvon 0

Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banyon Investors and his breaches of fiduciary duty.¶

287. Spinosa's actions have directly caused injury and damage to the Banyon Investors,

Prover. WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against A. ScPINOSA for compensatory damages, together with court costs and such further relief as thepCourt deems¶

CO¶

COUNT 21- AIDING AND ABETTING BREACH OP FIDUCIARY DUTY (against Jennifer Kerstetter)¶

288. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107121 as if restated herein.

289. This is a claim for aiding andFaHting breach of fiduciary duty.

290. Kerstetter was aware thatasutrustee of the attorney trust accounts where the Banyon Investors' purported settlement/Ands were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to the Banvon Investors. Kerstetter was also aware that as trustee of the attorney trust accoun ontajning the funds to which the Banyon Investors had an exclusive ri ght to collect near future. Rothstein had fiduciary duties of honesty, loyalty. and care to the Banyon Investors.

k ,.' Kerstetter was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to the Banvon Investors.¶

292. Kerstetter actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banvon Investors and his breaches of fiduciary duty.

293. Kerstetter's actions have directly caused injury and damage to the Banyon Investors.

WHEREFORE, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST; and [REDACTED] KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT FX22 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY
(against Roseanne Caretsky)¶

294. Plaintiffs incorporate the allegations contained in paragraphs 1 through 407121 as if restated herein.

295. This is a claim for aiding and abetting breach of fiduciary duty.

296. Caretsky was aware that as trustee of the attorney trust accounts where the Banyon Investors' purported settlement funds were deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to the Banyon Investors. Caretsky was also aware that as trustee of the attorney trust accounts containing the funds to which the Banyon Investors had an exclusive right to collect in the near future, Rothstein had fiduciary duties of honesty, loyalty, and care to the Banyon Investors.

297. Caretsky was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to the Banyon Investors.

298. Caretsky actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banvon Investors and his breaches of fiduciary duty.

299. Caretskv's actions have directly causcd iniury and damage to the Banvon Investors.

WHEREFORE. LINDA VON ALLMENT as Trustee of the VON A D TRUSTY: D&L PARTNERS, LP;.; DAVID VON ALLMEN, as Trustee VIP VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of ON ALLMEN LIVING TRUST: and KRETSCHMAR request judiRtpent CARETSKY for compensatory damages. together with Court deems proper, against ROSEANNE . nd such further relief as the¶

COUNT X23 - AIDING AND ABETTI1A1BRACH OF FIDUCIARY DUTY (against TO Bank, N.A.)¶

300. Plaintiffs incorporate e allegations contained in paragraphs 1 through 40-7121 as if restated herein.

301. This is a claim fSaidfng and abetting breach of fiduciary duty.

302. At all timek material hereto. Kerstetter was acting in the scone of her employment as an assistant r of TD Bank.

to3 % . 11 times material hereto. Caretskv was acting in the scope of her employment as an vice president and branch manager of TD Bank¶

304. TD Bank was aware that as trustee of the attorney trust accounts where the Banvon Investors' purported settlement funds were deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to the Banvon Investors. TD Bank was also aware that as trustee of the attorney trust accounts containing the funds to which the Banvon Investors had an exclusive

right to collect in the near future, Rothstein had fiduciary duties of honesty, loyalty, and care to the Banvon Investors.¶

305. TD Bank was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligatiots to the Banyon Investors.

306. TD Bank, through its employees acting within the scope of their employment, actively assisted, and provided substantial assistance. to Rothstein in hjs financial exploitation of the Banyon Investors and his breaches of fiduciary duty.

307. TD Bank's actions have directly causetYnytryiS1Id damage to the Banvon Investors

WHEREFORE. LINDA VON AL Ilt tee of the VON ALLMEN DYNASTY TRUST;; D&L PARTNERS, LP;: DAylg V ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING Tru. tee of the ANN VON ALLMEN LIVING TRUST: and AR request judgment against TD BANK. N.A., for compensatory damages,17ether with court costs and such further relief as the Court deems gram¶

CO 24\ AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Debra¶

Plaintiffs incorporate the allegations contained in paragraphs 1 through 4O7121 as if restated herein.¶

309. This is a claim for aiding and abetting breach of fiduciary duty.

310. was aware that as trustee of the attorney trust accounts where the Banyon Investors' purported settlement funds were deposited, Rothstein had fiduciary duties of honesty,

loyalty, and care to the Banvon Investors. was also aware that as trustee of the attorney trust accounts containing the funds to which the Banyon Investors had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty, loyalty, and care to the Danyon Investors.¶

311. was aware that Rothstein was financially exploiting the iurvegtoriio their detriment, and was aware that Rothstein was breaching his fiduciary obli e Banvon Investors.

312. actively assisted, and provided substan ' 'stance. to Rothstein in his financial exploitation of the Banyon Investors and his bred fMduiciary duty.

313. actions have directly and damage to the Banvon Investors,

WHEREFORE, LINDA VON c Elves ie Trustee of the VON ALLMEN DYNASTY TRUST;; D&L PARTNERS. LPT. V, VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ALLNIFINI. as Trustee of the ANN_ VON ALLMEN LIVING TRUST; and ICRETSCHMAR request judgment against DEBRA for compensatory damages, ether with court costs and such further relief as the Court deems proper.¶

5 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Irene Stay)¶

314. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

detriment and wt a are that Rothstein was b Investors, 317. Stay was aware that Rothstein was financially exploi ng t vestors to their obli ations to the Banyan¶

)3anvon Investors. 316. Stay was aware that as trustee of the attorney trust accounts where the Banyon Investors' purported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to the Banyon Investors. Stay was also aware that as trustee of the attorney trust accounts containing the funds to which the Banyon Investors had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty. int cantto the¶

318. Stay actively assisted, and provi St iS? assistance,. to Rothstein in his financial exploitation of the Banyon Investors ' b cites of fiduciary duty,

319. Stay's actions have dime jury and damage to the Banyon Investors.

WHEREFORE. LINDA VON s as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. VID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TR • ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against IRENE STAY for compensatory diuniNg, together with court costs and such further relief as the Court deems¶

26 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY a ainst G. Levin)¶

320. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

321. Levin was aware that as trustee of the attorney trust accounts where the Banyon Igy_estors' purported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to the Banyon Investors. Levin was also aware that as trustee of the attorney trust accounts containing the funds to which the Banvon Investors had an exclusive t right to collect in the near future, Rothstein had fiduciary duties of honesty, loyalty. gn4 the Banvon Investors.

322. Levin was aware that Rothstein was financially expl detriment, and was aware that Rothstein was breaching his fidpct obligations to the Banyon Investors. Qvestors to their

financial exploitation of the Banvon Investors ches of fiduciary duty. 324. Levin actively assisted, and provid ;I I al assistance, to Rothstein in his i sr,¶

325. Levin's actions have di . injury and damage to the Banvon Investors.

WHEREFORE, LINDA V as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUS34NN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST ( d KRETSCHMAR request judgment against G. LEVIN for compensate O aN, together with court costs and such further relief as the Court deems¶

27 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (earliest Preve)¶

326. plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein,

327. Preve was aware that as trustee of the attorney trust accounts where the Banyon Investors' purported settlement funds were deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to the Banvon Investors. Preve was also aware that as trustee of the attorney trust accounts containing the funds to which the Banvon Investors had an exclusive right to collect in the near future, Rothstein had fiduciary duties of honesty, loyalty, and_ care to the Banvon Investors.

328. Preve was aware that Rothstein was financially explo vestors to their detriment, and was aware that Rothstein was breaching his fidpciar obligations to the Banyon investors.

329. Preve actively assisted, and provid 7spbs iitL assistance, to Rothstein in his ic financial exploitation of the Banyon Investors ches of fiduciary duty,

330. Preve's actions have direc cius thin/ and damage to the Banvon Investors.

WHEREFORE, LINDA V N as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS, VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and ICRETSCHMAR request judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems propel'¶

COUNT 28 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Banvon Income Fond, LP. and Banvon DWELL°¶

332. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

333. At all times material hereto. Levin was acting in the scope of his employment as the chief executive officer of Banvon USVI and BIF.

334. At all times material hereto, Preve was acting in the scope of his employment as the chief operating officer or agent of Banyon USVI and BIB.

335. Eanyon USVI and RIF were aware that as trustee of the attomey.shst tints where the Banvon Investors' purported settlement funds were deposited. Rothstein had fiduciary duties of honesty. loyalty, and care to the Banyon Investors. Banvon USVI and RIP were also aware that as trustee of the attorney trust accounts containing the funds to which the Banvon Investors had an exclusive right to collect in the near fuiprc, Rothstein had fiduciary duties of R honesty, loyalty, and care to the Banvon Investors, \ V

wa44%, 337. Banvon USVI and BIF were a i othstein was financially exploiting the investors to their detriment, and wcrer + WSthat pi Rothstein was breaching his fiduciary obli ations to the Ban on Investors¶

338. Banyon USVI and B . rough its employees acting within the scone of their employment, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banvon Investors and his breaches of fiduciary duty.

339. Banyon USVI's and BIF's actions have directly caused injury and damaee to the Banyon Investors.

. IIEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request judgment against BANYON INCOME¶

FUND, LP, and BANYON USVI, LLC., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 29 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Michael Szfranski)¶

340. Plaintiffs incorporate the allegations contained in paragraphs 1 thoatifigiS4 as if restated herein.

341. This is a claim for aiding and abetting breach of fiduciary 41uO

342. Szfranski was aware that as trustee of the attorney trust accounts where the Banvon Investors' purported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to the Banvon Investors, ir sktwas also aware that as trustee of the attorney trust accounts containing the funds Banvon Investors had an exclusive tight to collect in the near future, Rothstein hkfiduciary duties of honesty. loyalty, and care to the Banyon Investors.

343. Szfranski was aware that Rothstein was financially exploiting the investors to their detriment, and was awaits that Rothstein was breachiniA, his fiduciary obligations to the Banyon Investors.

344. Id actively assisted, and provided substantial assistance, to Rothstein in his financt on of the Banyon Investors and his breaches of fiduciary duty.

Szfranski's actions have directly caused iniury and damage to the Banvon Investors,¶

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request judgment against MICHAEL SZFRANSKI for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

30 - AIDING AND ABETTING BREACH OF FIDUCIARY D (against Onyx Capital Management)¶

346. Plaintiffs incorporate the allegations contained in paragraphs! gh 1 1 as if restated herein.

347. This is a claim for aiding and abetting breach of fiduci

348. At all times material hereto. Szfranski was actitllt in scope of his employment as president of Onyx,

349. Onyx was awam that as trustee o AS SIS/trust accounts where the Banyon Investors' purported settlement funds were sit Rothstein had fiduciary duties of honesty, loyalty, and care to the Banyon hives x was also aware that as trustee of the attorney trust accounts containing the ich the Banvon Investors had an exclusive right to collect in the near future. Ro had fiduciary duties of honesty. loyalty, and care to the Banyon Investors.

350. detrime Inves fitft was aware that Rothstein was financially exploiting the investors to their aware that Rothstein was breaching his fiduciary obligations to the Banvon

351. Onyx, through its employees acting within the scope of their employment, actively assisted, and provided substantial assistance. to Rothstein in his financial exploitation of the Banvon Investors and his breaches of fiduciary duty.

352. Onyx's actions have directly caused injury and damage to the Banvon Investors.

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, 1P; DAVID VON ALLMEN_as T stee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against ONYX CAPITAL MANAGEMENT for compensatory damages, together with court costs and suc 4 .,her relief as the Court deems proper.¶

COUNT 31- AIDING AND ABETTING BREACH OF F1t1 CI DUTY (against Berenfeld Spritzer Shechter Sheer.¶

353. Plaintiffs incorporate the allegations contai its I through 121 as if restated herein

354. This is a claim for aiding and abettin h of fiduciary duty.

355. Berenfeld was aware that 'if te the attorney trust accounts where the Banvon Investors' purported settlement funds were deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to t Banvon Investors. Bcrenfeld was also aware that as trustee of the attorney trust accounts con&niatr the funds to which the Banyon Investors had an exclusive right to collect in the . Rothstein had fiduciary duties of honesty. loyalty, and care to the Banvon Inv

nfeld was aware that Rothstein was financially exploiting the investors to th ment, and was aware that Rothstein was breaching his fiduciary obligations to the Banvon Investors.¶

357. Berenfeld actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banyon Investors and his breaches of fiduciary duty.

358. perenfeld's actions have directly caused injury and damage to the Banvon Investors.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee of the DAVr VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against BERENFELD SPRITZER SHECHTER SHEER. LLP. for compensatory damages, toter 'ly lecourt costs and such further relief as the Court deems proper.¶

COUNT 32 — BREACH OF FIDIJIARY DUTY (against Scott Ro flu\ 1 1¶

if restated herein. 359. Plaintiffs incorporate the allegatio I(4<ain, in paragraphs 1 through 44;121 as¶

360. This is a claim for breach of fiduciary duty.

361. As trustee of the Must accounts where the Banvon Investors' purported settlement funds were deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to the Banvon Investors. Additionally, as trustee of the attorney trust accounts containing the funds to which the Banvon Investors had an exclusive right to collect in the near future, Rothstein had fiducia uthonestv, loyalty, and care to the Banvon Investors.

Rothstein breached his fiduciary duties by raiding the RRA trust accounts for his personal use.¶

363. Rothstein's actions have directly caused injury and damages to the Banyoq Investors.

WHEREFORE, LINDA VON AILMENT as Trustee of the VON ALLMEN DYNASTY TRUST-; D&L PARTNERS, LP;: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against SCOTT ROTj{STEIN for corn nsato dama es to ether with court costs and uch further retie ourt 'eems proper.¶

COUNT X11133 - BREACH OF FIDUCIARY DO (against TD Bank. N.A.)¶

364. Plaintiffs incorporate the allegations contained in paragraphs 1 through 407121 as if restated hereit ss)

365. This is a claim for breach of fiduciary duty.

366. At all times material hereto. Kerstetter was acting in the scope of her employment as an assistant manager of TD Bank,

367. At all times material Caretskv was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.

368. In Florida assumes a fiduciary duty with its customer under special circumstances w bank knows or has reason to know that the customer is placing trust and confidence i ank and is relying on the bank to so counsel and inform him. Under the circum a -outlined above, where TD Bank knew that the Banyon Investors were relying on Kerstetter's and Cruttsky's representations that the RRA trust accounts contained substantial funds, TD Bank was a fiduciary of the Banvon Investors and owed them the fiduciary duties of honesty. loyalty. and care.

369. TD Bank breached its fiduciary duties through the actions of its employees by either ignoring or actively assisting and providing substantial assistance to Rothstein in its financial exploitation of the Banyon Investors.

370. TD Bank's actions have directly caused injury and damage to t Investors.

WHEREFORE, LINDA VON ALLMEN; as Trustee of the VON DYNASTY TRUST;; D&L PARTNERS. LP-; DAVID VON ALLMEN, as T DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trus the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request j . ⁴¹ ' '•', ainst TD BANTK, N.A., for l ip Ifp compensatory damages, together with court costs her relief as the Court deems proper.¶

COUNT XW34 - F FIDUCIARY DUTY a G. Levin¶

371. Plaintiffs incorp_orhte eyilegations contained in paragraphs 1 through 121 as if restated herein.

372. This is a clVn for breach of fiduciary duty.

373. ding himself out as a co-investor, Levin became a fiduciary of the Banyon jpvestors@ ow the Banyon Investors the fiduciary duties of honesty. loyalty, and care.

Levin breached his fiduciary duties by either ignoring or actively assisting and providing substantial assistance to Rothstein in his financial exploitation of the Banvon Investors.¶

375. Levin's actions have directly caused injury and damage to the Banvon Investors.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS. LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLIVIEN LIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against G. LEVIN for coin n ate damages to ether with court costs •nd such rther rc proper, eeMS¶

COUNT 35 - BREACIEIFIDUCIARY DUTY (against Preve)¶

376. Plaintiffs incorporate the allegations containe iyarauraphs 1 through 121 as if restated herein.

377. This is a claim for breach of Ethic' let,

378. )3v holding himself out as a cc v . Previn became a fiduciary of the Banvon Investors and owed the Banyon Investors the fiduciary duties of honesty, loyalty, and care.

N 379. Preve breached LIs, duties by either ignoring or actively assisting and providing substantial assistan Rothstein in his financial exploitation of the Banyon Investors¶

380. actions have directly caused injury and damage to the Banyon Investors.

RE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSC • • request iudgment against PREVE for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 36 - BREACH OF FIDUCIARY DUTY (against Banvon Income Fund, LP, and Banvon USVI, LLC)¶

381. Plaintiffs incorporate the allegations contained in paragraphs] through 121 as if restated herein.

382. This is a claim for breach of fiduciary duty.

Assac i 383. At all times material hereto. Levin was acting in the scope o )lovment as the chief executive officer of Banvon USVI and BIF.¶

1. 384. At all times material hereto. Preve was acting in the scope of his employment as the chief operating officer or agent of Banvon USVI and BIF. •- \ ..21

2. Banyon USVI and BIF were fiduciarie f Qtanvon Investors and owed them the fiduciary duties of honesty, loyalty, and care.

3. Banvon USVI and RIF breact(th \ fiduciary duties through the actions of its employees by either ignoring or a lively assistintand providing substantial assistance to Rothstein in its financial emptyC. • A Suwon Investors

4. Banvon 1.JSVPs IF's actions have directly caused injury and damage to the Banvon Investors

LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUSTma- TNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALL ING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against BANYON INCOME FUND. LP, and BANYON USVI. LLC., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 37 - BREACH OF FIDUCIARY DUTY (against Michael Szfranski)¶

388. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

389. This is a claim for breach of fiduciary duty.

Assec 390. Szfranski, as an independent verifier, was a fiduciary of the B c) OS vestors and owed them the fiduciary duties of honesty. loyalty, and care.¶

391. Szfranski breached his fiduciary duties by either ignorirkorptively assisting and providing substantial assistance to Rothstein in his fie% Investors. foliation of the Banyan

392. Szfranski's actions have directly aScl S)Ajury and damage to the Banvon Investors.

WHEREFORE, LINDA VON\ as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS. VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and DEAN KRETSCHMAR request judgment against MICHAEL SZFRANSKI f pensatory damages, together with court costs and such further relief as the Cou¶

COUNT 38 - BREACH OF FIDUCIARY DUTY (against Onyx Capital Management)¶

393. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

394. 'this is a claim for breach of fiduciary duty.

395. At all times material hereto, Szfranski was acting in the scope of his employment as president of Onyx.

396. Onyx. as an independent verifier. was a fiduciary of the Banyon Investors and owed them the fiduciary duties of honesty. loyalty, and care.

397. Onyx breached its fiduciary duties through the actions of its employees by either ignoring or actively assisting and providing substantial assistance to Roths inlits financial exploitation of the Banvon Investors. r

398. Onyx's actions have directly caused injury and d4magt to the Banyon Investors.

WHEREFORE. LINDA VON ALLMEN as Trus ti \oNViON ALLMEN DYNASTY TRUST': D&L PARTNERS, LP: DAVID VON Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON Trustee of the ANN VON ALLMEN ICRETS uest judgment against ONYX CAPITAL MANAGEMENT for compensat alga together with court costs and such further relief as LIVING TRUST; and the Court deems proper,¶

COUNT 39 - BREACH OF FIDUCIARY DUTY (nett Berenfeld Snritzer Shechter Sheer, LLP)¶

PlraidlIs incorporate the allegations contained in paragraphs 1 through 121 as if ted¶

400. This is a claim for breach of fiduciary duty.

401. Berenfeld, as an independent auditor, was a fiduciary of the Banyon Investors and owed them the fiduciary duties of honesty. loyalty, and care.

402. Berenfeld breached its fiduciary duties by either ignoring or actively assisting and providing substantial assistance to Rothstein in his financial exploitation of the Banyon Investors.

403. Iierenfeld's actions have directly caused injury and damage to the Banyan Investors.

WHEREFORE. LINDA VON ALL1v1EN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Tru /Sort( DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trust the NN VON ALLMEN LIVING TRUST: and' KRETSCHMAR requ(jtt fitment against BERENFELD SPRITZER SHECHTER SHEER. LIP. for compens c, es. together with court costs and such further relief as the Court deems proper,I¶

COUNT 40 - AIDING A ABETTING FRAUD ( -Inc Spinosa)¶

404. Plaintiff incomorates pilegations contained in paragraphs 1 through 121 as if restated herein.

405. This is a c r aiding and abetting fraud.

406. Ascribed more fully above, the deals in which the Banyon Investors invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD

407. Spinosa knew of Rothstein's fraudulent scheme.

408. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banyon Investors through fraud. Spinosa's assistance included, but

proper. WHEREFORE. LINDA VON ALLMEN as Trustee of the VON A ASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee ID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as trustee of e PN ALLMEN LIVING TRUST; and KRETSCHMAR request judgmetrThjnst for compensatory damages, together with court costs andt er relief as the Court deems A. SPINOSA¶

was not limited to. supplying investors with false bank account statements and misleading and untrue written assurances concerning the settlement accounts.¶

409. Spinosa's actions have directly caused iniury and damage to the Banvon Investors.

COUNT 41 - AIDING AND ABETTING FRAUD (against Jennifer Kerstetter)¶

410. Plaintiffs incorporate tJ1e allegations contained in paragraphs 1 through 407121 as if restated herein f a

411. This is a claim for aiding and abetting fraud.

412. As describe,, more fully above, the deals in which the Banvon Investors invested were bogus anditothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.

Kerstetter knew of Rothstein's fraudulent scheme.¶

414. Kerstetter actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of The Banyon Investors through fraud. Kerstetter's assistance included, but was not limited to. providing false documentation to the Banvon Investors that the RRA trust accounts contained substantial funds when they did not.

415. Kerstetter's actions have directly caused iniury and damage to the Banyon Investors

WHEREFORE, LINDA VON ALLMEN; as Trustee of the VON ALLMEN DYNASTY TRUST;; D&L PARTNERS. LP.e. DAVID VON ALLMEN. as Trustee of the DAVID VON AU-MEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN YOtl ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs ech further relief as the Court deems proper.¶

COUNT XV42 - AIDING AND AB (against Roseanne Care¶

416. Plaintiffs incorporate the allegatio in paragraphs 1 through 40-7121 &I if restated herein.

417. This is a claim for aidi g fraud,

418. As described mo ve. the deals in which the Bannon Investors invested were bogus and Rothstein was ng a Ponzi scheme through his firm. RRA, and through TD Bank,

419. A knew of Rothstein's fraudulent scheme.

4k Icy actively assisted, and provided substantial assistance, to Rothstein in his finanni exploitation of The Banyon Investors through fraud. Caretslcv's assistance included, but was not limited to,providing false documentation to the Bannon Investors that the RRA trust accounts contained substantial funds when they did not.¶

421. Caretsky's actions have directly caused injury and damage to the Banyon Investors.

WHEREFORE. LINDA VON ALLMENT as Trustee of the VON ALLMEN DYNASTY TRUSTY: D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request iudgment against RDQEANNE CARETSKY for compensatory dam ges, together with court costs and such further relief as the Court deemsproper.¶

COUNT X-VI43 - AIDING AND ABETTING FRAUD (against TD Bank, N.A.)¶

422. Plaintiffs incorporate the allegations contained in paragraphs I through 107121 as jf restated herein, Y

423. This is a clahn for aiding and abe ' \ ud A'* ,,

424. M described more fully ab e, a daålsin which the Banvon Investors invested were bogus and Rothstein was operatinØonzi scheme through his firm, RRA, and through TD Bank.

425. At all times matetial-lereto. Kerstetter was acting in the scope of her employment as an assistant manager o ank.

426. At all times material hereto. Caretskv was acting in the scope of her employment as an assts president and branch manager of TD Bank.

t 428. TI) Bank, through Kerstetter and Caretsky, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banvon Investors through fraud. TD Bank's assistance included, but was not limited to. providing false documentation to the Banyon Investors that the RRA trust accounts contained substantial funds when they did not.¶

A ' 'ID Bank knew of Rothstein's fraudulent scheme.¶

if restated herein, 430. Plaintiffs incorporate the alle atio s 'ned in paragraphs 1 through 40-7121 as¶

429. TD Bank's actions have directly caused injury and damage to the Bannon Investors.

WHEREFORE, LINDA VON ALLMEN: as Trustee of the VON ALLMEN DYNASTY TRUST;: D&L PARTNERS, LP:: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and ICRETSCHMAR request judgment against TD BANK N.A., for compensatory damages, together with court costs and such further/chef as the Court deems prover.¶

COUNT_X-W144 - AIDI G A t A (against Debra¶

'S-431. This is a claim for aiding and abeninu fraud.¶

432. As described morefiAW allove. the deals in which the Banvon Investors invested were bogus and Rothstein was operating a Ponzi scheme through his finn, RRA, and through TI) Bank

finan actively assisted, and provided substantial assistance, to Rothstein in his oitation of all of the investor victims of Rothstein's Ponzi scheme, including the Banvon Investors, through fraud. assistance included, but was not limited to, furnishing false bank account statements and wire transfers to investors in order to induce them to invest despite having actual or constructive knowledge that the investments were a Ponzi scheme.¶

433. knew of Rothstein's fraudulent scheme.

restated herein, 436. Plaintiffs incorporate the allegati N s e 'n in paragraphs 1 through 121 as if¶

435. actions have directly caused injury and damage to the Banvon Investors.

WHEREFORE, LINDA VON ALLMEN; as Trustee of the VON ALLMEN DYNASTY TRUST;: D&L PARTNERS. 12-: DAVID VON ALLMEN, as Trustee of the DA VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN LIVING TRUST: and KRETSCHMAR request judgment against DEBRA for compensatog damages, together with court costs and such further felief e Court deems proper.¶

COUNT XX11145 - AIDING AND A FRAUD (against Irene A N¶

Se 437. This is a claim for aidthaalaetting fraud. / 2 ., N.¶

438. As described moo f awe. the deals in which the Banyon Investors invested were bogus and Rothstein was Mina a Ponzi scheme through his firm, RRA, and through TD Bank

439. ew of Rothstein's fraudulent scheme.

Aist % actively assisted, and provided substantial assistance, to Rothstein in his financi ex itation of all of the investor victims of Rothstein's Ponzi scheme, including the Banvon Investors, through fraud. Stay's assistance included, but was not limited to, furnishing false bank account statements and wire transfers to investors in order to induce them to invest despite having actual or constructive knowledge that the investments were a Ponzi scheme.¶

441. Stay's actions have directly caused injury and damage to the Banvon Investors.

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: Dad, PARTNER& LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN JIVING TRUST: and KRETSCHMAR request judgment against IRENE STAY for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 46 - AIDING AND ABETTING FRAUD faeninst G. Levin)¶

442. Plaintiffs incorporate the allegations contained In paragraphs 1 through 121 as if restated herein.

443. This is a claim for aiding and abc n

As described more fully abov e d8å\1.s in which the Banyon Investors invested were bogus and Rothstein was opera ' g tponzi scheme through his firm. RRA. and through TI) N Bank. / 14/¶

445. Levin knew of Rothstein's fraudulent scheme.

446. Levin acts isted, and provided substantial assistance, to Rothstein in his financial expl t of the Banvon Investors through fraud. Levin's assistance included, but was not limited t representing that the settlement agreements purchased by investors were real, that they_ had been fully funded, and that they would be paid out to investors over a predetermined schedule.

447. Levin's actions have directly caused iniury and damage to the Banvon Investors.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against G. LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 47 - AIDING AND ABETTING FRAUD (against Preve)¶

448. Plaintiffs incorporate the allegations contained in para ugh 121 as if restated herein.

449. This is a claim for aiding and abetting fraud.

450. As described more fully above, the deal • s •c11 the Banyon Investors invested were bogus and Rothstein was operating a Ponzi aclihile t ugh his firm. RRA, and through TD Bank.

451. Preve knew of Rothste• lent scheme.

452. Preve actively ti aptl provided substantial assistance, to Rothstein in his financial exploitation of the B Investors through fraud. Preve's assistance included, but was not limited to. repres M1tdg that the settlement agreements purchased by investors were real, that they had £fully y funded. and that they would be paid out to investors over a redete ,'' -, sc. ,ule

Preve's actions have directly caused injury and damage to the Banton Investors.¶

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCIIMAR request judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 48 - AIDING AND ABETTING FRAUD (against Banvon Income Fund, LP, and Bannon USVI, LLC)¶

454. Plaintiffs incorporate the allegations contained in paragraphs restated herein. 121 as if

455. This is a claim fotaiding and abetting fraud.

456. As described more fully above, the deals in wbich the anyon Investors invested were bogus and Rothstein was qperating a Ponzi scheme through his firm. RRA, and through T1) Bank.

457. At all times material hereto. LAD waracting in the scope of his employment as the chief executive officer of BANYO

458. At all times mate ll' , Preve was acting in the scope of his employment as the chief operating officer or az anvon USVI and B1P,

459. Banv n US a d RIF knew of Rothstein's fraudulent scheme.

460. Bit USVI and BIF, through Levin and Preve, actively assisted. and provided substanti fraud. von USVI's and BIF's assistance included, but was not limited to. representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they mould be paid out to investors over a predetermined schedule, to Rothstein in his financial exploitation of the Banvon Investors through

461. Banvon USVI's and BIF's actions have directly caused iniury and damage to the )3anyon Investors.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR repuest judgment against BANYON INCOME FUND. LP, and BANYON USVI. LLC.. for compensatory damages. together pilk coot costs and such further relief as the Court deems proper.¶

COUNT 49 - AIDING AND ABETTING FRAUD (against Michael Szfranski)¶

462. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

463. This is a claim for aiding and abetting < ud. år

464. As described more fully above, the deals in which the Banvon Investors invested were bogus and Rothstein was o Bank. 465. Szfranski knew o CI i Lothstein's fraudulent scheme, Ponzi scheme through his firm, and throu

465. ,Szfranski ti 'vlry l assisted, and provided substantial assistance, to Rothstein in his financial exploi of the Banvon Investors through fraud. Szfranski's assistance included, but was nQt t to. verifying false bank statements and deal documents.

466. Szfranski's actions have directly caused iniury and damage to the Banvon Investors.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN restated herein. 468. Plaintiffs incorporate the allegations contained in paragraphs I AS gh i 121 as if C O¶

469. This is a claim for aiding and abetting fraud.

LIVING TRUST: and KRETSCHMAR request judgment against MICHAEL SZFRANSKI for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT SO - AIDING AND ABETTING FRAUD (against Onyx Capital Manauement)¶

470. As described more fully above, the deals in anon Investors invested were bogus and Rothstein was operating a Ponzi sche is firm, RRA. and through TD Bank.

471. At all times material hereto, as acting in the scope of his employment as president of Onyx.

472. Onyx knew of R 's udulent scheme.

473. Onyx. through S oA '. actively assisted, and provided substantial assistance, to Rothstein in his financial tation of the Banyon Investors through fraud. Onyx's assistance included, but w n imited to, verifying false bank statements and deal documents. ⁴a3. 's actions have directly caused injury and damage to the Banyon Investors.

FORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against ONYX CAPITAL MANAGEMENT for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 51- AIDING AND ABETTING FRAUD (against Berenfeld Spritzer Shechter Sheer, LLP)¶

475. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

476. This is a claim for aiding and abetting fraud.

477. As described more fully above, the deals in which the vph Investors invested were bogus and Rothstein was operating a Ponzi scheme througkhis firm, RRA, and through TD Bank.

478. Berenfeld knew of Rothstein's fra

479. Berenfeld actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the B nyon Investors through fraud. Bcrenfeld's assistance ERA. . included, but was not limited tot- plvifling false auditing documents relating to Banvon and 14b/ )

480. Berenfeld 1?r ons have directly caused injury and damage to the Banvon Investors.

RE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TR S, PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRErSCHMAR request judgment against BERENFELD SPRITZER SHECHTER SHEER, LLP, for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 52— CONVERSION (against Scott Rothstein)¶

481. Plaintiffs incorporate the allegations contained in paragraphs 1 through 4W121 as if restated herein.

482. This is a claim for conversion.

483. As described more fully above, the deals in which the Banyoy, k tors invested were bogus and Rothstein was operating a Ponzi scheme through his teEA.snd through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised u:Chorized dominion and control over the property of the Banvon investors when he absconded with the Banvon Investors $60,000550,000.00 in funds

484. Rothstein's conversion of the B the Banvon Investors of their property. o ls\e.s rs funds has _permanently deprived

485. Based upon Rothstein a haft fled the country after emptying out the trust accounts, any attempts by the tors to make demand upon him for the return of their property would be futile.

486. Rothstein's actions have directly caused iniury and damages to the Banvon Investors.

RE, LINDA VON ALLMEN- as Trustee of the VON ALLMEN DYNASTY TRUSS &L PARTNERS, LP;: DAVID VON ALLMEN, as Trustee of the DAVID VON ,ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against SCOTT RCHTISTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper,¶

COUNT X1X53 - AIDING AND ABETTING CONVERSION (against Jennifer-KepstettefFrank Spinosa)¶

487. 121aintiffeateeveratePlaintiff incorporates the allegations contained in paragraphs 1 through 40.7121 as if restated herein.

488. This is a claim for aiding and abetting conversion.

489. As described more fully above, the deals in which the Bnnvon Tnlejfors invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA. qtd through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of the Banvon Investors when 13e 'ed with naeirthe Banyon Investors' S60,000550.000.00 in funds.

490. Rothstein's conversion of the Ban o Ses rs' funds has permanently deprived \ * the Banvon Investors of their property.

491. Based upon Rothstein having initially fled the country after emptying out the trust accounts. any attempts by the Banvo7lQn Estors to make demand upon him for the return of their property would be futile.

492. Spinosa ad assisted, and provided substantial assistance, to Rothstein in either temporan ermanently depriving the Banvon Investors of its property by deceiving the Ban von Investors into turning their property over to Rothstein under false pretenses.

493. Spinosa's actions have directly caused injury and damages to the Banyon investors.

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN¶

LIVING TRUST: and KRETSCEIMAR request judgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

restated herein. 494. Plaintiffs incorporate the allegations contained in paragraphs 1 di1 as if 0¶

495. This is a claim for aiding and abetting conversion.

COUNT 54 - AIDING AND ABETTING CONVERSION (against Jennifer Kerstetter)¶

496. As described more fully above, the deals in which "0 Banyon Investors invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of the Banyon Investors when he absconded with their $60,550,000.00 in funds.

497. Rothstein's conversion of the Banvon Investors' funds has permanently deprived the Banvon Investors of their property.

498. Based noon Rothstein having initially fled the country after emptying out the trust accounts. any attempts by the Banyon Investors to make demand upon him for the return of their property would be futile.

499. Kerstetter actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving the Banyon Investors of their property by deceiving the Banyon Investors into turning their property over to Rothstein under false pretenses.

500. ,Kerstetter's actions have directly caused iniury and damages to the Banyon Investors.

Bank. In furtherance of the LI control over the property $60,989550,000.00 in fund 503. As described more fully above, \ e dea s in which the Banvon Investors invested were bogus and Rothstein was operaf g ''scheme through his firm. RRA, and through TD e. Rothstein exercised unauthorized dominion and Banvon Investors when he absconded with their¶

the Court deems proper, WHEREFORE, LINDA VON ALLMEN; as Trustee of the VON ALLMEN DYNASTY TRUST:: D&L PARTNERS, LP;: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such c per relief as¶

COUNT MC55 - AIDING AND ABETTING CO (against Roseanne Caretskv)¶

501. Plaintiffs incorporate the allegations contain aphs 1 through 107121 as if restated herein. 4

502. This is a claim for aiding and abets'' it<14I version. .,

503. Rbth7t ' 's conversion of the Banyon Investors' funds has permanently deprived the BanyoQ of their property.

Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by the Banyon Investors to make demand upon him for the return of their property would be futile.¶

506. Caretsky actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving the Banvon Investors of their property by deceiving the Banvon Investors into turning its property over to Rothstein under false pretenses.

507. Caretskv's actions have directly caused injury and damages to the Banyan Investors.

TRUST;: D&L PARTNERS, I,13;; DAVID VON ALLMEN. as T o DAVID VON WHEREFORE. LID VON i as Trustee of the VON A YNASTY ALLMEN LIVING TRUST; ANN VON ALLMEN, as Tres the VON ALLMEN LIVING TRUST: and KRETSCITMAR request' t against ROSEANNE CARETSKY for compensatory damages, together ' t!kpigr sts and such further relief as the Court deems proper.¶

COUNT X XI56 - AIDING ABETTING BETTING v CONVERSION (against TD Bank, NA.I¶

508. Plaintiffs incorporate the allegations contained in paragraphs 1 through 407121 as if restated herein.

509. This is a claim for aiding and abetting conversion.

Ad 510. cc ribed more fully above, the deals in which the Banyon Investors invested were bogus 'tt i stein was operating a Ponzi scheme through his firm, RRA, and through ID erance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of the Banyon Investors when he absconded with their $60,000550,000.00 in funds.¶

511. Rothstein's conversion of the Banvon Investors' funds has permanently deprived the Banyon Investors of their property.

Amended Complaint¶

512. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by the Banvon Investors to make demand upon him for the return of their property would be futile.

513. At all times material hereto, Kerstetter was acting in the scope of her employment as an assistant manager of TD Bank. An Sy

514. At all times material hereto. Caretsky was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.

515. TD Bank. through its employees while ac ' thin the scope of their employment. actively assisted. and provided substar nee. to Rothstein in either 0 temporarily or permanently depriving the Batty i g of their property by allowing Rothstein to make unauthorized withdrawals A ' %and by deceiving the Banvon Investors into turning its property over to Rothste -' n rtlas e pretenses. , I

..—' 516. TD Bank's actions4tav directly caused injury and damages to the Banvon Investors.¶

WHEREFORE. aA VON ALLMENT as Trustee of the VON ALLMEN DYNASTY TRUST-; D&L P LP;; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN I TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING, and KRETSCHMAR request iudgment against TD BANK N.A., for comper 6ry_ damages. together with court costs and such further relief as the Court deems proper.¶

COUNT XXII57 - AIDING AND ABETTING CONVERSION (against Debra¶

517. Plaintiffs incorporate the allegations contained in paragraphs I through -1-0:F121 as if restated herein.

518. This is a claim for aiding and abetting conversion.

519. As described more fully above, the deals in which the Banyon Investors invested were bogus and Rothstein was operating a Ponzi scheme through his firm d through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised tin d dominion and control over the property of the Banvon Investors when he abe d vith the Banyon Investors' $60,000550,000.00 in funds.

520. Rothsteirt's conversion of the Ban \s ' funds has permanently deprived, the Banyon Investors of their property.

521. Based upon Rothstein havipg initially fled the country after emptying out the trust accounts, any attempts by the Banvon Investors to make demand upon him for the return of their property would be futile.

522. v assisted, and provided substantial assistance, to Rothstein in either temporarilt permanently depriving the Banvon Investors of their property by deceiving the Ban von Investors into turning their property over to Rothstein under false pretenses.

actions have directly caused injury and damages to the Banvon Investors.¶

WHEREFORE, LINDA VON ALLMEN; as Trustee of the VON ALLMEN DYNASTY TRUST-: D&L PARTNERS, LP;: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN¶

restated herein. 524. Plaintiffs incorporate the allegations contained in paragraphs 1 t IS gh 121 as if 0¶

525. This is a claim for aiding and abetting conversion.

LIVING TRUST: and KRETSCHMAR request judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT WIL58- AIDING AND ABETTING CONVERSION (against Irene Stay)¶

Cj¶

526. As described more fully above, the deals in which the Banyan Investors invested were bogus and Rothstein was operating a Ponzi sche ht~stgh his firm. RRAt and through TD Bank. In furtherance of the Ponzi scheme, Roth ' a rcised unauthorized dominion and control over the property of the Banyon Investarcv' he absconded with the Banyon Investors' $60.550.000.00 in funds.

527. Rothstein's convessiolljpfflte Banyon Investors' funds has permanently deprived the Banyon Investors of their pfiperti;

528. Based upo otha having initially fled the country after emptying out the trust accounts, any att6tt s by the Banvon Investors to make demand upon him for the return of their tile.

Stay actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving the Banyon Investors of their property by deceiving the Ramon Investors into turning their property over to Rothstein under false pretenses.¶

530. Stay's actions have directly caused injury and damages to the Banvon Investors.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST*, D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request iudgment against IRENE AY for compensatory damages. together with court costs and such further relief as I S outt, deems proper.¶

COUNT 59 - AIDING AND ABETTING CONVE€5) (against G. Levin)¶

531. Plaintiffs incorporate the allegations contain ranhs 1 through 121 as if 9 restated herein.

532. This is a claim for aiding and abetting conversion.

533. As described more fully above, the deals in which the Banvon Investors invested were bogus and Rothstein was operath)g kfonzi scheme through his firm, RRA, and through TD \t/ Bank. In furtherance of the az e. Rothstein exercised unauthorized dominion and control over the property of the on Investors when he absconded with their 560,550,000.00 in funds.

ISZ ilir 534. A tein's conversion of the Banvon Investors' funds has permanently deprived the Ban ,di k is of their property.¶

. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by the Banvon Investors to make demand upon him for the return of their property would be futile.¶

536. Levin actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving the Banvon Investors of their property by representing that

537. As descri were bonus an ,ra re fully above, the deals in which the Banvon Investors invested n was operating a Ponzi scheme through his firm, RRA, and through TD Bank. herance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control the property of the Banvon Investors when he absconded with their $60,550,000.00 in funds.

the settlement agreements purchased by investors were real, that they had been fully funded, that they would be paid out to investors over a predetermined schedule, and by deceiving the Banvon Investors into turning its property over to Rothstein under false pretenses.¶

537. Levin's actions have directly caused iniury and damages to the Banvon Investors.

WHEREFORE, LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS, LP: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against G. LEVIN for compensatory damages, together with court costs and s \iter} relief as the Court deems proper.¶

restated herein. 538. Plaintiffs incorporate iJte allegations contained in paragraphs 1 through 121 as if¶

COUNT 60 - AIDING ANOAILETTING CONVERSION (against Prevel¶

539. This is a claim f • ing and abetting conversion. Cd

540. Rothstein's conversion of the Baryon Investors' funds has permanently deprived the Banvon Investors of their property.

541. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by the Banvon Investors to make demand upon him for the return of their property would be futile.

542. rieVe actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving the Banyon Investors admit' properly by representing that the settlement agreements Purchased by investors were real, that they had been fully funded, that they would be paid out to investors over a predetermined schedule, and by deceiving the Banyon Investors into turning its property over to Rothstein under false pretenses.

543. Preve's actions have directly caused iniury and damages to the Banvon Investors. WHEREFORE. LINDA VON ALLMEN as 7ka of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID V0N%I EN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN V0t4JI1 1 N, as Trustee of the ANN VON ALLMEN LIVING TRUST: and AR request judgment against MICHAEL SZFRANSKI for comnensato, together with court costs and such further relief as the Court deems proper.

CO 1 - AIDING AND ABETTING CONVERSION nst Ramon Income Fund, LP, and Banvon USVI. LLC)¶

tiffs incorporate the allegations contained in paragraphs 1 through 121 as if re ta¶

546. This is a claim for aiding and abetting conversion.

547. As described more fully above, the deals in which the Banyon Investors invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of the Banvon Investors when he absconded with their $60,550,000.00 in funds.

548. Rothstein's conversion of the Banvon Investors' funds has permanently deprived the Banyon Investors of their property.

549. Based noon Rothstein having initialt fled the count after trust accounts, any attempts by the Banyon Investors to make demand upon him ni of their properly would be futile.

C.) 550. At all times material hereto, Levin was acting irytf ope of his employment as the chief executive officer of Banyon USVI and BIF,¶

551. At all times material hereto, Preve w At i the scope of his employment as the chief operating officer or agent of Banvon 94S,

552. Banvon USVI and RIF. rough a employees while acting within the scone of their employment, actively assis a rovided substantial assistance, to Rothstein in either temporarily or permanently dei yi e Banyon Investors of their property by representing that the settlement be agneemen tr oy hased by investors were real, that they had been fully funded, that they would paireaut to i estors over a predetermined schedule, and by deceiving the Banvon, Investors int ) tlys Property over to Rothstein under false pretenses.

S~mvon USVI's and BIF's actions have directly caused injury and damages to the Banyon Investors.¶

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS. LP: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN¶

LIVING TRUST; and KRETSCHMAR request judgment against BANYON INCOME FUND, LP, and BANYON USVI, LW., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 62 - AIDING AND ABETTING CONVERSION (against Michael Szfranski)¶

554. Plaintiffs incorporate the allegations contained in paragraphs gh 121 as if restated herein.

555. This is a claim for aiding and abetting conversion.

556. As described more fully above, the deals in which the Banvon Investors invested were bogus and Rothstein was operating a Ponzi sch Nathis .. firm. RRA, and through TA Sank. In furtherance of the Ponzi scheme, Roth n e excised unauthorized dominion and control over the property of the Banyon Investors Sn he absconded with their $60,550.000.00 in funds.

557. Rothstein's conversio . f the Banvon Investors' funds has nemmnentiv deprived the Banvon Investors of their pro

558. Based_upo% Z ..othstein baying initially fled the country after emptying out the trus( accounts. any by the Banvon Investors to make demand upon him for the return of their ro e tile

. Szfranski actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving the Banyan Investors of their property by verifying false bank statements and deal documents and by deceiving the Banvon Investors into turning its property over to Rothstein under false pretenses.¶

560. Szfranski's actions have directly caused injury and damages to the Banvon Investors.

WHEREFORE. LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment NMICHAEL SZFRANSKI for compensatory damages. together with court costs anCuch rther relief as the Court deems proper.¶

COUNT 63 - AIDING AND ABUT' RSION (against Onyx Capital t)¶

561. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if gestated hereip.

562. This is a claim for aidi abetting conversion.

563. As described mo & a ye, the deals in which the_Banyon Investors invested were bogus and Rothstein was ing a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance o it e ., Ponzi scheme, Rothstein exercised unauthorized dominion and control over thew of the Banvon Investors when he absconded with their $60,550,000.00 in funds.

Rothstein's conversion of the Banvon Investors' funds has permanently deprived the Banvon Investors of their property.¶

565. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by the Banvon Investors to make demand upon him for the return of their property would be futile.

566. At all times material hereto, Szfranski was acting in the scope of his employment as president of Onyx.

567. Onyx. through its employees while acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving the Banyon Investors of their property byverifyingfalse bank statements and deal documents and by deceiving the Banyon Investors into turnin Rothstein under false pretenses. petty over to

568. Onyx's actions have directly caused injury and d2ttt a to the Banyon Investors.

WHEREFORE. LINDA VON ALLMEN as Trustee/s, ON ALLMEN DYNASTY TRUST: D&L PARTNERS, LP: DAVID VON as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON as Trustee of the ANN VON ALLMEN LIVING TRUST: and ICRETST uest judgment against ONYX CAPITAL MANAGEMENT for compensato da . together with court costs and such further relief as the Court deems proper.¶

re 569. r fs incorporate the allegations contained in paragraphs 1 through 121 as if¶

COUNT 64 - AIDING AND ABETTING CONVERSION (against Berenfeld Spritzer Shechter Sheer. LLFI¶

This is a claim for aiding and abetting conversion.¶

571. As described more fully above, the deals in which the Banyon Investors invested were bogus and Rothstein was operating a Ponzi scheme through his finn. RR& and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of the Banvon Investors when he absconded with their $60,550,000.00 in funds.

572. Rothstein's conversion of the Banvon Investors' funds has permanently deprived the Banvon Investors of their property.

573. Based upon Rothstein having initially fled the country after emptying out the trust accounts. any attempts by the Banyon Investors to make demand upon him for the return of their property would be futile.

574. Bcrenfeld actively assisted, and provided subs either temporarily or permanently depriving the Banvon sistancc, to Rothstein in their property by providing false auditing documents relating to Banvon and RRAallt,b deceiving the Banvon Investors into turning its property over to Rothstein und falscOtenses. ,,s t

575. Berenfeld's actions have dime aused injury and damages to the Banvon ~• Investors.

WHEREFORE, LIND 1., eLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNIVIS\SP: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVEN UST, ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRU d' ICRETSCHMAR request judgment against BERENFELD SPRITZER SHECHTER SHEER, LLP, for compensatory damages, together with court costs and such furt f relief as the Court deems proper.¶

COUNT 65 - NEGLIGENT SUPERVISION (against Ti) Bank, N.A.)¶

576. plaintiffs incorporate the allegations contained in paragraphs 1 through 107121 as if restated herein.

577. This is a claim for negligent supervision.

578. As described more fully above, Spinosa. Kerstetter and Caretsky participated, with actual or constructive knowledge, in Rothstein's Ponzi scheme. Kerstetter's and Caretskv's participation included, but was not limited to. providing the Banvon Investors with false information concerning the amounts deposited in RRA trust accounts,

579. In reliance on Kerstetter's and Caretskv's representations. . 2009, the Banvon Investors began sending payments to RRA's account at TD Iv funding a total of $60,090550,000,00.

580. The Banvon Investors' reliance on Kers Caretskv's representations was reasonable and justified.

581. TD Bank owed a duty to the B pot actively defrauding depositors by making ftJMe representations in order to trick them into making unsafe deposits into trust ae.ounts that they knew or reasonably should have known were being raided by Rothstein. ktors to ensure that its employees were

582. I'D Banked its duties to the Banvon Investors because it had actual or constructive nod(cS ao tant manager and assistant vice president and branch manager were either rfatdule v or negligently participating in a scheme which resulted in the unauthorikVng of investors' deposits, and acted unreasonably by failing to investigate or take corrective action.

583. As a direct and proximate result of TD Bank's failure to investigate or take corrective action against Kerstetter or Caretskv. the Banvon Investors have sustained damages.

WHEREFORE, LINDA VON ALLMENT as Trustee of the VON ALLMEN DYNASTY TRUST?: D&L PARTNERS. LP?: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and ICRETSC AR request iudgment against TD BANK for compensatory damages, together with court costs and such further relief as ur deems proper.¶

COUNT XXW-66 - FRAUDULENT MISREPRESENTATION (against Scott Rothstein)¶

584. Plaintiff incorporates the allegations contained in paragraphs 1 through 40-7121 as if restated herein.

585. This is a claim for fraudulent misrepresentation.

586. As described more fully above, Rothstein was operating a Pon ime through his firm. RRA, and through TD Bank. l

587. In furtherance of the Ponzi scheme. Rothstein knowit7Rly rhade material false statements and representations. including but not limited ^X nting that the settlement agreements purchased by investors were real, that they had. been ful y funded, and that they would be paid out to investors over a predetermined schedule.

588. As a direct and sustained damages. 7 salt of Rothstein's false statements. Razorback has

WItERER,E, :41PeleRBACK FUNDING. J-LC, requests iudgment against SCOTT ROTFISTEIN( IsiXpensatory damages. together with court costs and such further relief as the Court deans proper.¶

AS, COUNT ,g(t-V67 - FRAUDULENT MISREPRESENTATION (against Sninosa)¶

591. Plaintiff incorporates the allegations contained in paragraphs 1 through 447121 as if restated herein.

592. This is a claim for fraudulent misrepresentation.

593. Rothstein intended Razorbacki';C: flis knowingly false representations.

594. Razorback justifiably relied upon Rothstein's representations to its detriment,

595. As described more fully above, Rothstei was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

596. In furtherance of the Ponzi scheme. Spinosa knowingly made material false statements and representations including, but not limited to, supplying investors with false bank account statements and misleading and untrue written assurances concerning= the settlement accounts.

597. Spinosa intended Razorback to act on his knowingly false ntations.

598. Razorback justifiably relied upon Spinosa's representations to its detriment.

599. As a direct and proximate result of S sustained damages. statements, Razorback has

WHEREFORE, RAZORBACK FUND c . requests judgment against A. SPINOSA for compensatory damages, together th court costs and such further relief as the Court deems proper.¶

X 168 • FRAUDULENT MISREPRESENTATION (against Jennifer Kerstetter)¶

tiff incorporates the allegations contained in paragraphs 1 through 107121 as¶

599. This is a claim for fraudulent misrepresentation.

600. As described more fully above. Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.

601. In furtherance of the Ponzi scheme. Kerstetter knowingly made material false statements and representations including, but not limited to. supplying investors with false bank account statements.

602. Kerstetter intended Razorback to act on her knowingly false representati A s.

603. Razorback justifiably relied upon Kerstetter's representations to i • d ime

604. As a direct and proximate result of Kerstetter's false state rback has sustained damages.

WHEREFORE. RAZORBACK FUNDING, LLC, requests judgment against JENNIFER ICERSI'EITER for compensatory damages. together with. oyrt costs and such further relief as the Court deems proper.¶

COUNT X-X-VI169 - FRAUDULAT PRESENTATION (against Roseanne Caretsky)¶

605. Plaintiff incorporates allegations contained in paragraphs 1 through 407121 as if restated herein. t s " )".

606. This is a claim for fraudulent misrepresentation.

t 607. As descria more fully above. Rothstein was operating a Ponzi scheme through his firm, RRA, ugh TD Bank.¶

n rtherance of the Ponzi scheme. Caretsky knowingly made material false statements an representations including, but not limited to. supplying investors with false bank account statements.¶

609. Carosky intended Razorback to act on her knowingly false representations.

610. Razorback justifiably relied upon Caretsky's representations to its detriment.

611. As a direct and proximate result of Caretskv's false statements. Razorback has sustained damages.

WHEREFORE. RAZORBACK FUNDING. LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages. to • ether with court costs and fort e relief as the Court deems proper.¶

COUNT X210.41170 FRAUDULENT MISREPRESENTALTIOI (against TD Bank, N.A.)¶

612. Plaintiff incorporates the allegations contained in Darn ,$) through 444121 og if restated herein.

613. This is a claim for fraudulent misrep

614. At all times material hereto. Spin g in the scope of his employment as Regional Vice President of T.D. Bank.

615. At all times material hereto. Kerstetter was acting in the scope of her employment as an assistant manager of TD Bank.

616. At all times mate4W,hereto. Caretsky was acting in the scope of her employment as an assistant vice residegand branch manager of TD Bank.

617. A 'bed more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, through 'ID Bank.

furtherance of the Ponzi scheme. TD Bank, through Spinosa. Kerstetter. and Carecsky, knowingly made material false statements and representations including, but not limited to, supplying investors with false bank account statements and supplying investors with misleading and untrue written assurances concerning the settlement accounts.¶

619. ID Bank, through Spinosa. Kerstetter, and Caretslcy. intended Razorback to act on their knowingly false representations.

620. Razorback justifiably relied upon TD Bank's. through Spinosa's, Kerstetter's, and Cluetsky's, representations to its detriment.

621. As a direct and proximate result of TD Bank's, made through SPinosa's Kerstetter's, and Caretsky's, false statements Razorback has sustain • dam

WHEREFORE. RAZORBACK FUNDING, LLC, uests inst TD BANK, N.A., for compensatory damages. together with court costs mist such further relief as the Court deems proper.¶

COUNT XXIX71 - ULENT MISREPRESENTATION (against George C4. Levin)¶

622. Plaintiff incorporates the all s contained in paragraphs 1 through 407121 as if restated herein.

623. This is a claim for fraudulent misrepresentation.

624. As described more_lully above, Rothstein was operating a Ponzi scheme through his firm. RRA, and thaw/?rtr Bank.

625. herance of the Ponzi scheme, Levin knowingly made material false stateme resentations including, but not limited to, representing that the settlement agre,em,eqts purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.

626. Levin intended Razorback to act on his knowingly false representations.

627. Razorback justifiably relied upon Levin's representations to its detriment.

his limb RRA, and through TD Bank, k 631. As described more fully above. R \ t n w operating a Ponzi scheme through¶

632. In furtherance of statements and representations crin scheme, Preve knowingly made material false ut not limited to. supplying investors with false bank account statements and false ations that other monies had been wired to RRA trust accounts,

633. As a direct and proximate result of Levin's false statements, Razorback has sustained damages.

WHEREFORE. RAZORBACK FUNDING. LIE. requests iudgment against LEVIN for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 72 - FRAUDULEWSREPRESENTATION (against Preve)¶

629. Plaintiff incorporates the allegations contained in paragrqphs 1 through 121 as if restated herein. 630. This is a claim for fraudulent misrenrese 14 \ tidy

630. tended Razorback to act on his knowingly false representations.

4 As a direct and proximate result of Preve's false statements, Razorback has sustained damages.¶

. Ra rback justifiably relied upon Prove's representations to its detriment.¶

WHEREFORE. RAZORBACK FUNDING. LLC, requests iudgment against PREVE for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT XXX NECIAGENT73 - FRAUDULENT MISREPRESENTATION (against Fwink-SpinesoBanvon Income Fund, LP, and Banvon USVI, LLC)¶

636. Plaintiff incorporates the allegations contained in paragraphs 1 through 4-03121 as if restated herein.

637. This is a claim for fraudulent misrepresentation.

638. At all times material hereto. Levin was acting in the scope of loyment as the chief executive officer of Banyon USVI and BIP.

639. At all times material hereto, Preve was acting in the his employment as the chief operating officer or agent of Banvon USVI and BM,

640. described more full his firm. RRA, and through TI) Bank.

641. In furtherance of the Ponzi striame, Banvon USVI and BT. through Levin and Preve, knowingly made material false. statements and representations including, but not limited / to. representing that the settlement agrepents purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.

642. Banyon U d B1F. through Levin and Preve. intended Razorback to act on their knowingly fal9jepresentations.

ack justifiably relied upon Banyan USVI's and B1F's. through Levin's and Preve entations to their detriment.¶

644. As a direct and proximate result of Banyon USVI's and BIF's, made through Levin's and Preve's, false statements and representations. Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against BANYON INCOME FUND. LP, and BANYON USVI. LLC., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 74 - FRAUDULENT MISREPRESENTATION (against Michael Szfranski)¶

• 645. Plaintiff incorporates the allegations contained in paragraphs 1 gh 121 as if restated herein.
  • 646. This is a claim for fraudulent misrepresentation.
• 647. As described more fully above, Rothstein was operati a Ponzi scheme through his firm, RRA, and through TD Bank. ,14/41%9 ,
• 648. In furtherance of the Ponzi scheme, Szfranski knowingly made material false statements and representations including, but not limited to, verifying false bank statements and deal documents.
  • 649. Szfranski intended Razor to act on his knowingly false representations.
  • 650. Razorback justifiably tithed upon Szfranski's representations to its detriment.
• 651. As a direct and proximate result of Szfranski's false statements, Razorback has sustained dama

, RAZORBACK FUNDING, LW, requests inclement against MICHAEL or compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 75 - FRAUDULENT MISREPRESENTATION (against Onyx Capital Management)¶

652. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

653. This is a claim for fraudulent misrepresentation.

654. At all times material hereto. Szfranski was acting in the scone of his emtl as president of Onyx. 4,

655. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA. and through TD Bank.

656. In furtherance of the Ponzi scheme. Onyx. throu ski, knowingly material false statements and representations, including, but ' t to, verifying false hank statements and deal documents.

657. Onyx. through Szfranski, intendeSRak rback to act on its knowingly false representations.

658. Razorback justifiably relied upon Onyx's. through Szfranski's, representations to its detriment. c)

659. As a di nd proximate result of Onyx's. made through Szfranski's, false representations, RaOnback as sustained damages.

< RH. RAZORBACK FUNDING. LLC, reauests judgment against ONYX CAPI GEMENT. for compensatory damages. together with court costs and such further rcliibf as the Court deems proper.¶

COUNT 76 - FRAUDULENT MISREPRESENTATION (against Berenfeld Spritzer Shedder Sheer, LLP)¶

660. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

• sustained damages. relating to Banyan and RRA.
• 661. This is a claim for fraudulent misrepresentation.
• 662. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TI) Bank.
• 663. In furtherance of the Ponzi scheme, Berenfeld knowingly made material false statements and representations including, but not limited to. providing false audiiin t documents,
  • 664. Berenfeld intended Razorback to act on its knowingly false e ntations.
  • 665. Razorback justifiably relied upon Berenfeld's reppeSetthitions to its detriment.
  • 666. As a direct and proximate result of Bere statements. Razorback has

WHEREFORE. RAZORBACK c S . '-' LLC, requests judgment against BERENFELD SPRITZER SHECHTER P. for compensatory damages, together with court costs and such further relief Co deems proper.¶

(cOUNT 77 - NEGLIGENT MISREPRESENTATION (a Spinosa)¶

• atntiff incorporates the at c contained in paragraphs 1 through 121 as if restated he in.
  • 668. This is a claim for negligent misrepresentation.
• 669. As described more fully above, Rothstein was operating a Ponzi scheme through his firm. RRA, and through TI) Bank.

jntention that Razorback rely on them. 14/ .2 673. Spinosa breached his duty to Razorback by makinefitse representations with the¶

670. In furtherance of the Ponzi scheme, Spinosa made material false statements and representations including, but not limited to. supplying investors with false bank account statements and misleading and untrue written assurances concerning the settlement accounts.

671. When making the false statements and representations, Spinosa either-knew or -_ reasonably should have known that they were false.

672. Spinosa owed Razorback a duty of cam because he knew or bad caon to know that Razorback was placing trust and confidence in him and relying on kim to in orm it.

673. Razorback justifiably relied upon SpittoSp 4 entations ) to its detriment.

674. As a direct and proximate res It ASkc o pinosa's false statements, Razorback has sustained damages.

WHEREFORE, RAZORB NG, LLC. requests judgment against a. SPINOSA for compensatory ogether with court costs and such further relief as the Court deems proper.¶

XXXI78 - NEGLIGENT MISREPRESENTATION (against Jennifer Kerstetter)¶

intiff incorporates the allegations contained in paragraphs 1 through UM 21 as if restated herein.¶

677. This is a claim for negligent misrepresentation.

678. As described more fully above, Rothstein was operating a Ponzi scheme through his firm. RIZA., and through TD Bank.

679. In furtherance of the Ponzi scheme. Kerstetter made material false statements and representations including, but not limited to, supplying investors with false bank account statements.

680. When making the false statements and representations. Kerstetter either knew or reasonably should have known thatthey were false.

681. Kerstetter owed Razorback a duty of care because she know or had mason to know that Razorback was placing trust and confidence in her and relying on her to inform it.

682. Kerstetter breached her duty to Razorback by making false representations with the intention that Razorback rely on them.

683. Razorback justifiably relied upon Kers ett rerresentations to its detriment.

684. As a direct and proximate result tier's false statements, Razorback has sustained damages.

WHEREFORE, RAZORB SING, LW, requests judgment against JENNIFER KERS tht t ER for compensatory d i Res, together with court costs and such further relief as the Court deems proper.¶

I179 R NEGLIGENT MISREPRESENTATION c t k) (against¶

6 Plaintiff incorporates the allegations contained in paragraphs 1 through 40-7121 as if restated herein.¶

686. This is a claim for negligent misrepresentation.

687. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank,

688. In furtherance of the Ponzi scheme. Caretskv made material false statements and representations including, but not limited to, supplying investors with false bank account statements.

689. When ante the false statements and representations. Kerstetter eithePQcnew or reasonably should have known that they were false.

690. Caretskv owed Razorback a duty of care because she knew or had reason to know that Razorback was placing trust and confidence in her and relying on IC j nn it.

691. CaretsV breached her duty to Razorback by malsinr false representations with the intention that Razorback rely on them.

692. Razorback justifiably relied upon ntations to its detriment.

693. As a direct and proximate re ky's false statements. Razorback has sustained damages.

WHEREFORE, RAW NDING, LW. requests judgment against ROSEANNE CARETSKY forompelt tore damages, together with court costs and such further relief as the Court deems 7.¶

XXXII180 - NEGLIGENT MISREPRESENTATION (against TD Bank, N.A.)¶

694. Plaintiff incorporates the allegations contained gparaaraphs 1 through 447121 as if restated herein.

695. This is a claim for negligent misrepresentation.

696. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of T.D. Bank.

697. At all times material hereto, Kerstetter was acting in the scope of her employment as an assistant manager of TD Bank.

698. At all times material hereto. Caretsky was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.

699. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

700. in furtherance of the Ponzi scheme, TD Bank. ttuough,SpinosTs. Kerstetter, and Caretskv, made material false statements and representations( Including, but not limited to, *hawing investors false statements of the amounts in- RRA Mist accounts and providing misleading and untrue written assurances concerningthe settlement accounts,

701. When making the false statements and representations. TD Bank. through Spinosa, Kerstetter, and Caretsky. eithe 'w Areasonablv should have known that they were false.

702. TA Bank owed nzorbacck a duty of care because it knew or had reason to know that Razorback was placing trust and confidence in her and relying on it to inform them.

703. TD Bank breached its duty to Razorback by making false representations, through Spinosa. Ke c. ett% and Caretskv, with the intention that Razorback rely on them.

dorback justifiably relied upon TD Bank's. through Spinosa's. Kerstetter's, and Caretskv' , representations to their detriment.¶

705. As a direct and proximate result of TD Bank's representations. made through Spinosa, Kerstetter, and Caretsk-v. Razorback has sustained damages.

WHEREFORE. RAZORBACK FUNDING. LLC, requests judgment against TD BANK, N.A., for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 81 - NEGLIGENT MISREPRESENTATION (againstypank-SphiosaGeorge G. Levin)¶

706. Plaintiff incorporates the allegations contained in paragraphs th Sit ⁴⁴⁷¹²¹ as if restated herein.

707. This is a claim for ne fligent misrepresentation. / .1 1%

708. As described more fully above, Rothstein wa ccrating a Ponzi scheme through his firm, RRA, and through TD Bank.

709. In furtherance of the P <1 .1cle material fal tateme ts and representations including, but not li • resenting that the settlement agreements name purchased by investors were real, that therad been fully funded. and that they would be paid out to investors over a predetermined schedule.

710. When making the false statements and representations. Levin either knew or reasonably shou aye known that they were false.

CIn. 711. • owed Razorback a duty of care because he knew or had mason to know that Razorback €p ,acing trust and confidence in him and relying on him to inform them.¶

4: Levin breached his duty to Razorback by making falsejepresentations with the intention that Razorback rely on them.¶

713. Razorback justifiably relied upon Levin's representations to its detriment.

714. As a direct and proximate result of Levin's false statements. Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against¶

LEVIN for compensatory damages, together with court costs and such further relief as e Co deems proper.¶

COUNT 82 - NEGLIGENT MISREPRFSENTATIOO'S (against Preve)¶

715. Plaintiff incorporates the allegations contained in para hs)1 through 121 as if restated herein.

716. This is a claim for negligent misrepresen

717. As described more fully above, Rgth w operating a Ponzi scheme through his firm. RRA. and through TD Bank.

718. In furtherance of the me. Preve made material false statements and representations including, but no i to, representing that the settlement agreements purchased by investors were t they had been fully funded, and that they would be paid out to investors over a n 'ned schedule.

719. Vi aaking the false statements and representations. Preve either knew or reasonably ave known that they were false.

Preve owed Razorback a duty of care because he knew or had reason to know that was placing trust and confidence in him and relying on him to inform them.¶

721. ?few breached his duty to Razorback by making false representations with the intention that Razorback rely on them.

722. Razorback iustifiably relied upon Preve's representations to its detriment.

723. As a direct and proximate result of Preve's false statements, Razorback has sustained damages.

WHEREFORE. RAZORBACK FUNDING, LLC. requests judgment against¶

PREVE for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 83 - NEGLIGENT MISREPRESENTATION (against Banvon Income Fund, LP, and Banyon USVI,-LLC)¶

724. Plaintiff incorporates the allegations contained in paragntvhs 1 through 121 as if restated herein.

725. This is a claim for negligent misrepresen ttli 'eh

726. At all times material hereto. Levii tt* ,tin in the scope of his employment as the chief executive officer of Banvon USVI

727. At all times material hereto. Preve was acting in the scope of his employment as the chief operating officer or agent of Banyon US VI and BIE.

728. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and throw Bank.

729. erance of the Ponzi scheme, Banyon USVI and BIE, through Levin and Preve, made ma rial false statements and representations including, but not limited to, representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.

730. When making the false statements and representations. Banyan USVI and BIE, through Levin and Preve, either knew or reasonably should have known that they were false.

731. Banyon USVI and BIF owed Razorback a duty of care because it knew or had reason to know that Razorback was placing trust and confidence in it and relying on it to inform them.

732. Ranyon USVI and BM breached its duty to Razorback by maki false representations. through Levin and Preve. with the intention that Razorback rely on*em.

733. Razorback justifiably relied upon Banvon USVI's and BIF's Nevin's and Preve's, representations to its detriment.

734. As a direct and proximate result of Banvon U made through Levin and Preve Razorback has sustained d d BIF's representa

t WHEREFORE, RAZORBACK FUNDING. gists judgment against BANYON INCOME FUND. LP, and BANYON USVI compensatory damages, together with court costs and such further relief as the Coup dedlts proper.¶

COUNT 84 - NEGLIGENT MISREPRESENTATION (agakst Michael Szfranski)¶

735. Plaintiff incorporate.s,the allegations contained in paragraphs 1 through 121 as if restated herein.

736. This claim for negligent misrepresentation.

escribed more fully above. Rothstein was operating a Ponzi scheme through his rum R . and through TD Bank.¶

738. In furtherance of the Ponzi scheme, Szfranski made material false statements and representations including, but not limited to, verifying false bank statements and deal documents,

739. When mating the false statements and representations. Szfranski either knew or reasonably should have known that they were false.

740. Szfranski owed Razorback a duty of care because he knew or had reason to know that, as an independent verifier, Razorback was placing trust and confidence in him and relying on him to inform them.

741. Szfranski breached his duty to Razorback by making false representations with the intention that Razorback rely on them.

742. Razorback justifiably relied upon Szfranski's representations to its detriment.

743. As a direct and proximate result of Szfranski's false s tements. Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against MICHAEL SZFRANSKI for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 85 - NEGLIGENT MISREPRESENTATION (against Onyx Capital Management)¶

744. Plaintiff incorporates the allegations contained in paragraphs I through 121 as if restated herein.

745. This is a claim fpr negligent misrepresentation.

746. At'CV • esmaterial hereto. Szfranski was acting in the scope of his employment as 'reside t c f On

As described more fully above. Rothstein was operating a Ponzi scheme through his firm, RRA. and through TD Bank.¶

748. In furtherance of the Ponzi scheme, Onyx. through Szfranski, made material false statements and representations, including, but not limited to, verifying false bank statements and deal documents.

to inform it. 750. Onyx owed Razorback a duty of care because it knew or had _reason to know that, Atm as an independent verifier. Razorback was placing trust and confidence in it and relying n .C1¶

749. When making the false statements and representations, Onyx, through Szfranski, either knew or reasonably should have known that they were false.

750. Onyx breached its duty to Razorback by making false representations, through ( 1' Szfranski, with the intention that Razorback rely on them.

751. Razorback justifiably relied upon Onyx's, through Sztranski's, representations t its detriment.

752. As a direct and proximate result Ac Nr, S,'sr representations, made through Szfranski, Razorback has sustained damages. \

WHEREFORE. RAZORBAC . LLC, requests judgment against ONYX CAPITAL MANAGEMENT for gpptllensMory damages, together with court costs and such further relief as the Court deem¶

754. incorporates the allegations contained in paragraphs 1 through 121 as if

COUNT 86 - NEGLIGENT MISREPRESENTATION (antistiierenteld Spritzer Shechter Sheer, LLP)¶

is is a claim for negligent misrepresentation.¶

756. As described more fully above, Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.

757. in furtherance of the Ponzi scheme, Berenfeld made material false statements and representations including, but not limited to, providing false auditing documents relating to Banvon and RRA. •

758. When making the false statements and representations. Berenfeld eitherlimew or reasonably should have known that they were false

759. Berenfeld owed Razorback a duty of care because it knew or had reason to know that, as an independent auditor. Razorback were placing trust and confidence in it and relying on it to inform them.

760. $erenfeld breached its duty to Razorback.by making false representations with the intention that Razorback rely on them.

761. aw rback justifiably relied u iS' d's representations to its detriment.

762. As a direct and proximat cult Berenfeld's false statements, Razorback has sustained damages.

WHEREFORE, R RBACR FUNDING, LLC, requests judgment against BERENFELD SPRITZER SHECHTER SHEER, LLP, for compensatory damages. together with court costs and her relief as the Court deems proper,¶

COTO7 IDING AND ABETTIN BREACH OF FIDUCIARY DUTY a ainst S inosa¶

Plaintiff incorporates the allegations contained in paragraphs I through 121 as if restated herein,¶

764. This is a claim for aiding and abetting breach of fiduciary duty.

765. Spinosa was aware that as trustee of the attorney trust account where Razorback's purported settlement funds were deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback. Spinosa was also aware that as trustee of the attorney trust account containing the funds to which Razorback had an exclusive right to collect in the near futures

Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback.¶

766. Spinosa was aware that Rothstein was financially exploiting the investo to their detriment, and was aware that Rothstein was breaching his fiduciary obligations t

767. Spinosa actively assisted, and provided substantial assistanc tein in his financial exploitation of Razorback and his breaches of fiduciary duty,

768. Spinosa's actions have directly caused injury and geT$Razorhack.

WHEREFORE. RAZORBACK FUNDING. LLC. es ginent against a. ,-, ,t¶

1 SPINOSA for compensatory damagcs, together wit co S c and such further relief as the Court deems proper.¶

COUNT X.NOW88 - AIDING AND AB 4G BREACII OF FIDUCIARY DUTY (against Jennifer Kerstetter)¶

769. Plaintiff incotpongcs the allegatiops contained in paragraphs 1 through 40;121 as if restated herein.

770. This is a c r aiding and abetting breach of fiduciary duty.

771. Kerstetter was aware that as trustee of the attorney trust account where Razorbac 's rued settlement funds were deposited. Rothstein had fiduciary duties of honesty. I •y, and care to Razorback. Kerstetter was also aware that as trustee of the attorney trust account containing the funds to which Razorback had an exclusive right to collect in the pear future, Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback.

772. Kerstetter was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

773. Kerstetter actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty,

774. Kerstetter's actions have directly caused iniury and damage k.

WHEREFORE, RAZORBACK FUNDING, LW, requests iud menust JENNIFER KERSTETTER for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT XXX VI89 • AIDING AND 48ETNG BREACH OF FIDUCIARY DUTY, (against R i tskv)¶

775. Plaintiff incorporates the allegation contained in paragraphs 1 through 447121 as if restated herein.

776. This is a claim fbr aidin and abetting breach of fiduciary duty.

777. Caretsky Nos aware that as trustee of the attorney trust account where Razorback's purpided settlement funds were deposited. Rothstein had fiduciary duties of honesty, lov Nd are to Razorback. Caretsky was also aware that as trustee of the attorney trust accorih wining the funds to which Razorback had an exclusive right to collect in the near future: Rothstein had fiduciary duties of honesty, loyalty, and care to Fttgorback.

778. Caretskv was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

779. Caretskv actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

780. Caretsky's actions have directly caused injury and damage to Razorback.

WHEREFORE. RAZORBACK FUNDING, LW, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs further relief as the Court deems proper, co¶

COUNT X-'4)4441190 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against TI) Bank, N.A.)¶

781. Plaintiff incorporates the allegations contained in paragraphs 1 through 44)7121 as if restated herein.

1111AmiC 783. At all times material hereto. Spinosa was acting in the scone of .lovment as Regional Vice President of T.D. Bank.¶

782. This is a claim for aiding and abetting breach of fiduciary duty.

783. At all times material hereto. Kerstetter was acting in the pes)of her employment as an assistant manager of TD Bank.

784. At all times material hereto, Caretsky w as an assistant vice president and branch managerli c) g iti the scope of her employment

785. TD Bank was aware that as of the attorney trust account where Razorback's purported settlement f deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to Razdrb Bank was also aware that as trustee of the attorney trust account containing the funds to which Razorback had an exclusive right to collect in the near future. Rothstein had wrap/ duties of honesty. loyalty. and care to Razorback,

786. Tt k was aware that Rothstein was financially exploiting the investors to their detppt d was aware that Rothstein was breaching his fiduciary obligations to

787. ID Bank, through its employees acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

788. TD Bank's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING. LW, requests judgment against TD BANK, 4,A., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT VA-V11191 - A t t IN AND ABETTING BRE CH a ETD CIARY DUTY against Debra¶

790. Plaintiff incorporates the allegations contained in paragraphs if restated herein. IRMA&

791. This is a claim for aiding and abetting breach of fiduciarjtduty.

792. was aware that as trustee of the alto unt where Razorback's purported settlement funds were deposited. Rothstein duties of honesty, loyalty, and care to Razorback. was also awar4 tl as tfttstee of the attorney trust account containing the funds to which Razorback had an et2Clusive right to collect in the near future, 4' Rothstein had Ili ' duties of honesty. loyalty, and care to Razorback.

793. was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

794. actively assisted, and provided substantial assistance, to Rothstein in his financial exploit f Razorback and his breaches of fiduciary duty.

pr .ORE, RAZORBACK FUNDING. LLC, requests judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

1791 7 actions have directly caused injury and damage to Razorback.¶

COUNT XX-MaX92 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (againstFrank-Prffelrene Stay)¶

796. Plaintiff incorporates the allegations contained in paragraphs 1 through 407-121 as if restated herein.

797. This is a claim for aiding and abetting breach of fiduciary duty.

798. Stay was aware that as trustee of the attorney trust account) 14/ rback's F purported settlement funds were deposited. Rothstein had fiduciary dutiesofhlesty, loyalty, and care to Razorback. Stay was also aware that as trustee of ttikti attorney trust account containing the funds to which Razorback bad an exclusive •llect in the near future Rothstein had fiduciary duties of honesty. loyalty, and rback. it

799. Stay was aware that Rothstein w /.'t cia v exploiting the investors to their detriment, and was aware that Rothstein was breachin is fiduciary obligations to Razorback.

800. Stay actively assisted, and provided substantial assistance. to Rothstein in his financial exploitation of Razorback, reaches of fiduciary duty.

801. Stay's actions have dithetiv caused injury and damage to Razorback.

WHEREFORE, 1 ABACK FUNDING. LLC, requests judgment against IRENE STAY for co rY damages, together with court costs and such further relief as the Court deems p¶

93 - AIDIN AND BETT NG BREACH OF FIDUCIARY DUTY a ainst G. Levin¶

802. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

803. Levin was aware that as trustee of the attorney trust accounts where Razorback's purported settlement funds were deposited. Rothstein had fiduciary duties of honesty. loyalty, and care to Razorback. Levin was also aware that as trustee of the attorney trust accounts containing the funds to which Razorback had an exclusive right to collect in the n \ r future, Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback.

804. Levin was aware that Rothstein was financially exploiting the investors to their detriment, and w s aware that Rothstein was breaching his fiduciary obligations to Razorback.

805. Levin actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fid tic c'

\ 807. Levin's actions have directly caused • damage to Razorback.¶

WHEREFORE. RAZORBACK FUNSvi, requests iudgment against¶

G. LEVIN for compensatory damages, th court costs and such further relief as the Court deems proper.¶

COUNT 94 - AND ABETTING BREACH OF FIDUCIARY DUTY ingLijaaaH_Ilreve¶

808.n 5eS'ritik incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.¶

809. This is a claim for aiding and abetting breach of fiduciary duty,

810. Preve was aware that as trustee of the attorney trust account where_Razerhack's purported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback. Preve was also aware that as trustee of the attorney trust account

containing the funds to which Razorback had an exclusive right to collect in the near future,¶

Rothstein had fiduciary duties of honesty. loyalty, and care to Razorback.¶

811. Fran was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

812. Preve actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

813. Preve's actions have directly caused injury and damage `' u Razed:wick.

I WHEREFORE, RAZORBACK FUNDING. LLC. requests judgment against FRANK PREVE for compensatory damages, together with court c d such further relief as the Court deems proper.¶

COUNT X1,95 - AIDING AND ABETTING IThEACH OF FIDUCIARY DUTY (against Banyon Income Fund, LP, and Banyon USVI, LLCI¶

814. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

815. This is a claim Biding and abetting breach of fiduciary duty.

816. At all tim rial hereto, Levin was acting in the scope of his employment as the chief execuu car of Banvon USVI and BIF.

81 . 11 times material hereto. Preve was acting in the scope of his employment as the ch ling officer or agent of Banvon USVI and BIF.¶

818. USVI and BIF were aware that as trustee of the attorney trust accounts where. Razorback's purported settlement Lands were deposited. Rothstein had fiduciary duties of honesty. loyalty, and care to Razorback. Banvon USVI and BIF were also aware that asztrustee of the attorney trust accounts containing the funds to which Razorback had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback.

819. Banyon USVI and BIF were aware that Rothstein was financially exploiting the investors to their detriment, and were aware that Rothstein was breaching his fiduciary obligations to Razorback.

820. Banyon USVI and BM. through its employees acting withjn si3ope of their employment. actively assisted, and provided substantial assistance. todcc: n in his financial exploitation of Razor:tack and his breaches of fiduciary duty.

821. Banyon USVI' s and BIF's actions have caused injury and damage to Razorback. \

k WHEREFORE. RAZORBACK FUN, requests judgment against BANYON INCOME FUND, LP, and BANYON L LDE., for compensatory damages, together with court costs and such further relief thy Court deems proper.¶

COUNT 96 - G AND ABETTING BREACH OF FIDUCIARY DUTY (against Michael Szfranski)¶

822. 4incorporates ff the allegations contained in paragraphs 1 through 121 as if restated

This is a claim for aiding and abetting breach of fiduciary duty.¶

824. Szfranski was aware that as trustee of the attorney trust accounts where the Razorback's purported settlement funds were deposited. Rothstein had fiduciary duties of honesty. loyalty, and care to Razorback. Szfranski was also aware that as trustee of the attorney Court deems proper. WHEREFORE, RAZORBACK FUNDING, LLC, ,,,c sts judgment against MICHAEL SZFRANSKI for compensatory damages, together ,S% ' S49, ts and such further relief as the

trust accounts containing the funds to which Razorback had an exclusive right to collect in the near future, Rothstein had fiduciary duties of honesty. loyalty, and care to Razorback¶

825. $zfranski was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rotbstein was breaching_ his fiduciary obligations to Razorbask.

826. Szfranski actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

827. Szfranski's actions have directly caused iniury and damage to Razorback.

COUNT 97 - AI II / brAND ABETTING BREACH OF FIDUCIARY DUTY (against Onyx Capital Management)¶

828. Plaintiff incorporates the allegations contained in paragraphs I through 12.1 as if restated herein.

.): This is a claim for aiding and abetting breach of fiduciary duty.¶

830. At all times material hereto, Szfranski was acting in the scope of his employment as president of Onyx.

831. Onyx was aware that as trustee of the attorney trust accounts where Razorback's purported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback. Onyx was also aware that as trustee of the attorney trust accounts containing the funds to which Razorback had an exclusive right to collect in the nein. future, AWI N Rothsteinkad fiduciary duties of honesty, loyalty, and care to Razorback.

832. Onyx was aware that Rothstein was financially exploitin "43tors to their detriment, acid was aware that Rothstein was breaching his fiduciary o igad. x . RQzorback.

833. Onyx. through its employees acting within of their employment, actively assisted, and provided substantial assistance, to • ,041 Razorback and his breaches of fiduciary duty. his financial exploitation of

834. Onyx's actions have directly c andslamage to Razorback.

WHEREFORE, RAZORBAC 1NG LLC, requests judgment against ONYX CAPITAL MANAGEMENT for 'Tory damages, together with court costs and such further relief as the Court dee¶

COUN14 AIDING AND ABETTING BREACH OF FIDUCIARY DUTY ( (against Berenfeld Spritzer Shechter Sheer, LLP)¶

13', Plaintiff incorporates the allegations contained in paragraphs I through 121 as if restated herein.¶

836. This is a claim for aiding and abetting breach of fiduciary duty.

837. Berenfeld was aware that as trustee of the attorney trust accounts where Razorback's purported settlement funds were deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to Razorback. Berenfeld was also aware that as trustee of the attorney trust accounts containing the funds to which Razorback had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty. and care to Razorback.

838. Berenfeld was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

839. Berenfeld actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

840. perenfeld's actions have directly caused ini l'illbhamage to Razorback.

WHEREFORE. RAZORBACK FUND Et' requests iudgment against BERENFELD SPRITZER SHECI rrER SHER tBk 7 si compensatory damages, together with court costs and such further relief as the Court deRtns proper.¶

COUNT 99 — BREACH OF FIDUCIARY DUTY (against Scott Rothstein)¶

841. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

842. TK it a claim for breach of fiduciary duty,

stee of the attorney trust account where Razorback's purported settlement funds osited, Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback. Additionally, as trustee of the attorney trust account containing the funds to which Razorback had an exclusive right to collect in the near future. Rothstein had fiduciary duties of hones y, loyalty, and care to Razorback.¶

844. Rothstein breached his fiduciary duties by raiding the RRA trust accounts for his personal use.

845. Rothstein's actions have directly caused injury and damages to Razorback.

WHEREFORE. RAZORBACK FUNDING. LW. requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COOL ;14100 - BREACH OF FIDUCIARY O4 .Ylbsj (against 'ED Bank. N.A.)¶

846. Plaintiff incorporates the allegations contained in paragraphs I through [(#121 as c) if restated herein.

847. This is a claim for breach of fiduci Ac 4 % ii

848. At all times material hereto, Spinosa acting in the scope of his employment t, as *.- Regional Vice President of T.D. Bank.

849. At all times material hereto.' Kerstetter was acting in the scone of her employment as an assistant manager of TI) Balk

850. At all time rial hereto. Caretslcy was acting in the scope of her employment as an assistant ident and branch manager of TD Bank.

8 . orida, a bank assumes a fiduciary duty with its customer under special circum c A'..... ' w here the bank knows or has reason to know that the customer is placing trust and confidence in the bank and is relying on the bank to so counsel and inform him. Under the circumstances outlined above, whereby TD Bank knew that Razorback was relying on Spinosa's assurances to Razorback of the precautions in place to prevent improper withdrawals from its account, 'ID Bank was a fiduciary of Razorback and owed Razorback the fiduciary duties of¶

honesty, loyalty, and care. Additionally, where TD Bank knew that Razorback investors were relying on Spinosa's, Kerstetter's and Caretsky's representations that the RRA trust accounts contained substantial funds. TD Bank was a fiduciary of Razorback and owed Razorback the fiduciary duties of honesty. loyalty, and care.¶

852. TD Bank breached its fiduciary duties through the actions of its_employees by either ignoring or actively assisting and providing substantial assistance to Rothstein in its financial exploitation of Razorback.

853. TD Bank's actions have directly caused iniury 'dap age to Razorback.

WHEREFORE. RAZORBACK FUNDING. LLC '22ment against T13 BANK, N.A.. for compensatory damages. together with coyptSILa such further relief as the Court deems proper.¶

COUNT XLII101 - BREA.Ccf1 4)F FIDUCIARY DUTY (against Freak-PeeveGeorge G. Levitt)¶

854. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

855. This ita cl r breach of fiduciary duty.

856. j3 r ling himself out as a co-investor, Levin became a fiduciary of Razorback and owed* orb k the fiduciary duties of honesty, loyalty, and care,

Levin breached his fiduciary duties by either ignoring or actively assisting and providing substantial assistance to Rothstein in his financial exploitation of Razorback.¶

858. Levin's actions have directly caused injury and damage Razorback.

restated herein. 859. Plaintiff incorporates the allegations contained in paragraphs 1 t h w,sugh 121 as if CO¶

860. This is a claim for breach of fiduciary duty,

WHEREFORE. RAZORBACK FUNDING, LLC, requests judgment against¶

G. LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 102 - BREACH OF FIDUCIARY DUTY (against' Preve)¶

861. By holding himself out as a co-investor, Prey a fiduciary of Razorback and owed Razorback the fiduciary duties of honesty. boy t. fare

862. Preve breached his fiduciary duti bith ignoring or actively assisting and providing substantial assistance to Rothstein s f cial exploitation of Razorback.

863. preve's actions have di y used injury and damage to Razorback.

WHEREFORE, RAZORBAW DING, LLC, requests judgment against¶

PREVE for compensatory damaites, together with court costs and such further relief as the Court deems proper.¶

UNT X1,111--.4111ING-AND-411E-7--TING-FRAVD¶

COUNT 103 - BREACH OF FIDUCIARY DUTY¶

(against Frank-SpinosaBanvon Income Fund, LP, and Banvon USVI, LLC)¶

864. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

865. This is a claim for breach of fiduciary duty.

866. At all times material hereto, Levin was acting in the scope of his employment as the chief executive officer of Banvon USVI and BIF.

867. At all times material hereto, Preve was acting in the scope of his employment as the chief operating officer or agent of Bannon USVI and BIF.

868. Banvon USVI and BIF were fiduciaries of Razorback and owed it the fiduciary duties of honesty. loyalty, and care.

869. Bannon USVI and BIF breached their fiduciary duties through the actions of its employees by either ignoring or actively assisting and provf - substantial assistance to Rothstein in its financial exploitation of Razorback.

870. Banvon USVI's and BIF's actions a dEly caused injury and damage to \S Razorback.

WHEREFORE, RAZORBACK i D . LLC, requests judgment against BANYON INCOME FUND, LP, and BANYAN LLC., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 104 - BREACH OF FIDUCIARY DUTY < , (against Michael Szfranski)¶

c 871. Pl ' incorporates the allegations contained in paragraphs 1 through 121 as if resta¶

This is a claim for breach of fiduciary duty.¶

873. Szfranski. as an independent verifier, was a fiduciary of Razorback and owed it the fiduciary duties of honesty, loyalty, and care.

874. Szfranski breached his fiduciary duties by either ignoring or actively assisting and providing substantial assistance to Rothstein in his financial exploitation of Razorback.

875. Szfranski's actions have directly caused iniury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, irAniests judgment against MICHAEL SZ;FRANSK1 for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 105 - BREACH OF FIDUCIARY DUTY (against Onyx Capital Management)¶

876. Plaintiff incorporates the allegations contained in paragrapht (ThI th oueh 121 as if restated herein.

877. This is a claim for breach of fiduciary duty.

878. At all times material hereto. Szfranski was acting in the scope of his employment as president of Onyx.

879. Onyx, as an independent verifier. was a fiduciary of Razorback and owed it the fiduciary duties of honesty, loyalty, and care,

880. Onyx breached its fiduciary duties through the actions of its employees by either ignoring or actively assisting and providing substantial assistance to Rothstein in its financial exploitation of Razorback. 1 1114,

881. actions have directly caused injury and damage to Razorback.

RE. RAZORBACK FUNDING, LLC, requests judgment against ONYX CAPIT AGEMENT for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 106 - BREACH OF FIDUCIARY DUTY (against Berenfeld Spritzer Shedder Sheer, LLP)¶

882. Plaintiff incorporates the allegations contained in paragraphs I through 121 as if restated herein.

883. This is a claim for breach of fiduciary duty.

884. Berenfeld, as an independent auditor, was a fiduciary of Razorback and owed them the fiduciaa_duties of honesty, loyally. and care.

885. Berenfeld breached its fiduciary duties by either ignoring or actively assisting and providingsubstantial assistance to Rothstein in higfinancial ex_ploitatiohr of Razorback.

886. Berenfeld's actions have directly caused injury and damage to Razorback.

WHEREFORE. RAZORBACK FUNDING. _ELC, regpests judgment against BERENFELD SPRTIZER SHECHTER SHEER, or compensatory damages, together with court costs and such further relief as the Court dais p¶

COUNT 107 - AIDING AND ABETTING FRAUD (against Frank Spinosa)¶

887. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 asif restated herein.

888. This is a cIttn for aiding and abetting fraud.

889. Abed more fully above, the deals in which Razorback invested were bogus and Rothstein wa vesting a Ponzi scheme through his firm,RRA, and through TD Bank

890. Spinosa knew of Rothstein's fraudulent scheme.

891. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback through fraud. Spinosa's assistance included, but was not limited to. supplying Razorback with false bank account statements and misleading and untrue written assurances concerning the settlement accounts.

892. Spinosa's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING. LLC. requests judgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT XLI-V108 - AIDING AND ABETTING FRAUD (against Jennifer Kerstetter)¶

893. Plaintiff incorporates the allegations contained in nava 407121 as if restated herein.

894. This is a claim for aiding and abetting fraud.

895. As described more fully above, the deals Razorback invested were bogus and Rothstein was operating a Ponzi scheme thro • RRA, and through TD Bank.

896. Kerstetter knew of Rothstein's fraudulent scheme.

897. Kerstetter actively assisted. and provided substantial assistance, to Rothstein in his financial exploitation of Razorback through fraud. Kerstetter's assistance included, but was not limited to, providing false documentation to Razorback that the RRA trust accounts contained substantial fun n they did not,

898. ter's actions have directly caused injury and damage to Razorback.

Wjt RE, RAZORBACK FUNDING. LLC. requests judgment against JENNIFER KER for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 7a,V109 - AIDING AND ABETTING FRAUD (against Roseanne Caretskv)¶

899. Plaintiff incorporates the allegations contained in paragraphs 1 through 4-07421 as if restated herein.

900. This is a claim for aiding and abetting fraud.

901. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA. and through MBank.

902. Caretsky knew of Rothstein's fraudulent scheme.

903. Caretskyactively assisted, and provided substantial ass' it:cQothsrein in his financial exploitation of Razorback through fraud. Caretsky' assistance ti, 14 / included, but was not limited to. providing false documentation to _Razorback trust accounts contained substantial funds when they did not.

904. Caretsky's actions have directl Sid nWry and damage to Razorback,

WHEREFORE. RAZORBAC G. LLC. requests judgment against ROSEANNE CARETSKY for co ory-damages, together with court costs and such further relief as the Court deems prope c .)¶

- AIDING AND ABETTING FRAUD 1cr (against TD Bank, N.A.1¶

905. incorporates the allegations contained in paragraphs 1 through 4-0;121 as if restated herein,

906. This is a claim for aiding and abetting fraud.

907. As described more hilly above. the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA. and through TD Bank

908. At all times material hereto Spinosa was acting in the scope of his employment for TD Bank.

909. At all times material hereto. Kerstetter was acting in the scope of her employment as an assistant manager of TD Bank.

910. At all times material hereto. Carctsky was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.

911. TD Bank knew of Rothstein's fraudulent scheme.

912. TD Bank, through Spinosa. Kerstetter. and Caretsky. a tivelv assisted, and provided substantial assistance, to Rothstein in his financial exploita rback through fraud. TD Bank's assistance included, but was not limited to. providing false documentation to Razorback that the RRA trust accounts contained subslantl01 funds when they did not and supplying investors with misleading and untrue n1t&&tiEances concerning the settlement accounts.

( Sts\ 913. TD Bank's actions have directl c ed injury and damage to Razorback,¶

WHEREFORE, RAZORS V DING. LLC, requests judgment against TD BANK, N.A.. for compensatory damaCtoge er with court costs and such further relief as the Court deems proper.¶

COUNT XLV:11111 - AIDING r ETTING FRAUD (against r ebra¶

914. Plaintiff incorporates the allegations contained in paragraphs 1 through 40-7)21 as if restated herein,

915. This is a claim for aiding and abetting fraud.

916. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm,RRA, and through TD Bank.

917. knew of Rothstein's fraudulent scheme.

918. actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of all of the investor victims of Rothstein's Ponzi sclwratAiuding Razorback, through fraud by furnishing false bank account statements and wire transfers to investors in order to induce them to invest despite having actual or constructive knowledge that the investments were a Ponzi scheme.

919. actions have directly caused iniu ge to Razorback.

WHEREFORE, RAZORBACK FUNDING ".4i/ 0 jests judgment against DEBRA for compensatory damages, toge S il e urt costs and such further relief as the Court deems proper.¶

COUNT Ali' I ING AND ABETTING FRAUD net PreyeIrene Stay)¶

920. Plaintiff incorporates the allegations contained in paragraphs 1 through 40-7121 as if restated herein.

921. claim for aiding and abetting fraud.

escribed more fully above, the deals in which Razorback invested were bogus and as operating a Ponzi scheme through his firm. RRA, and through TD Bank.¶

923. Stay knew of Rothstein's fraudulent scheme.

924. $tay actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of all of the investor victims of Rothstein's Ponzi scheme, including Razorback, through fraud by furnishing false bank account statements and wire transfers to

investors in order to induce them to invest despite having actual or constructive knowledge that the investments were a Ponzi scheme.¶

925. Stay's actions have directly caused injury and damage to Razorback.

WHEREFORE. RAZORBACK FUNDING. LLC, requests judgment against IRENE STAY for compensatory damages. together with court costs and such further rel' Ait • the Court deems proper.¶

COUNT 113 - AIDI AND ABETTING ERA 0 (aaainst G. Levin)¶

926. Plaintiff incorporates the allegations containedlcaragraphs 1 through 121 as if restated herein.

927. This is a claim for aiding and abet

928. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA. and through TD Bank.

929. Levin knew of Rothstein's fraudulent scheme,

930. Levin actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of ck through fraud. Levin's assistance included, but was no( limited to. re that the settlement agreements purchased by investors were real, that they h funded, and that t a would be paid out to investors over a predetermined schedu e\

931. Levin's actions have directly caused injury and damage to Razorback.

WHEREFORE. RAZORBACK FUNDING. LLC, requests judgment against G. LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 114 - AIDING ANI) ABETTING FRAUD (against Preve)¶

932. Plaintiff incorporates the allegations contained in paragraphs I through 121 as if restated herein.

933. This is a claim for aiding and abetting fraud.

934. As described more fully above, the deals in which Razorback irlys were bonus and Rothstein was operating a Ponzi scheme through his firm, RRA, and Bank.

935. Preve knew of Rothstein's fraudulent scheme.

936. Preve actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback through fraud. Preve's assistance included. but was not limited to, confirming wire transfers into Rothstein's Illt iactounts that he knew were fabricated

937. Preve's actions have directly caused i rtiry and damage to Razorback.

WHEREFORE. RAZORBACK FUNDING, LLC, requests judgment against_ BREVE for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

rir3 \ Plaintiff incorporates the allegations contained in paragraphs I through 121 as if restated herein.¶

939. This is a claim for aiding and abetting fraud.

940. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his Finn. RRA. and through TD Bank.

OONT 1,2611015 - AIDING AND ABETTING FRAUD nst Banvon Income Fund, LP, and Banvon USVL LLC)¶

941. At all times material hereto. Levin was acting in the scope of his employment as the chief executive officer of Banyon USVI and BIF.

942. At all times material hereto. Preve was acting in the scope of his employment as the chief operating officer or,ggent of Banyon USVI and..B1F.

943. Eanvon USVI and BIF knew of Rothstein's fraudulent scheme.

944. Banyon USVI and BIF, through Levin and Preve, actively d Provided substantial assistance, to Rothstein in his financial exploitation of Razorback through fraud. Banyon USVI's and BIF's assistance included, but was not Jimited to. representing that the settlement agreements purchased by investors were real, .fr- ed been fully funded, and that they would be paid out to investors over apredetermitAit le Thi

945. Banyon USVI's and Brn's a ' iitv directly caused injury and damage to AS Razorback. r

Ac WHEREFORE. RAZORB DING. LLC, requests iudgment against BANYON INCOME FUND. LP. and B YON USVI, LI-C., for compensatory damages, together with court costs and such furt elief as the Court deems proper.¶

?Si OUNT 116 - AIDING AND ABETTING FRAUD (against Michael Szfranski)¶

4 cl -946\ aintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.¶

947. This is a claim for aiding and abetting fraud.

948. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

• restated herein.

• 952. Plaintiff incorporates the allegati \ s in paragraphs 1 through 121 as if
  • 953. This is a claim for aiding and abetting fraud. * 7:
• 954. As described m oL fu e, the deals in which Razorback invested were bogus and Rothstein was operating a heme through his firm. RRA, and through TD Bank.
• 955. At alLtime 'al hereto. Szfranski was acting in the scope of his employment as resident of knew of Rothstein's fraudulent scheme. Onyx. through Szfranslci, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback through fraud. Onyx's assistance included, but was not limited to. verifying_false bank statements and deal documents.
  • 958. Onyx's actions have directly caused injury and damage to Razorback.
• 949. Szfranski knew of Rothstein's fraudulent scheme.
• 950. Szfranski actively assisted, and provided substantial assistance, to Rothstein in his

financial exploitation of Razorback through fraud. Szfranski's assistance included, but was not limited to, verifying false bank statements and deal documents.¶

• 951. Szfranski's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING. LLC. requests judgment against MICHAEL SZFRANSKI for compensatory damages, together with court costs an sudi Nittti;er relief as the Court deems proper.¶

COUNT 117 - AWING AND ABE (against Onyx Capital )¶

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against ONYX CAPITAL MANAGEMENT for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 118 - AIDING AND ABETTING FRAUD (against Berenfeld Spritzer Shechter Sheer. LLP)¶

Aisiesc 959. Plaintiff incorporates the allegations contained in paragraphs gh 121 as f restated herein.¶

960. This is a claim for aiding and abetting fraud.

961. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firrn.gRA, and through TD Bank.

962. Berenfeld knew of Rothstein's fraudulent scheme.

963. Berenfeld actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback through fraud. Berenfeld's assistance included, but was not limited to. providing false auditi ments relating to Bannon and RRA, .

964. Berenfeld's actions bite directly caused injury and damage to Razorback.

WHEREFORE, RBACK FUNDING, LLC. requests judgment against BERENFELD S1 R SHECHTER SHEER, LLP, for comnensatory damages together with court costs attd suds further relief as the Court deems proper.¶

COUNT 119 - CONVERSION (against Scott Rothstein)¶

965. Plaintiff incorporates the allegations contained in paragraphs 1 through 4-03121 as if restated hernia,

966. This is a claim for conversion.

967. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with Razorback's $32,000.000.00 in funds.

968. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

969. Based upon Rothstein having initially fled the country a emifRing out the trust '..1 accounts, any attempts by Razorback to make demand upon him / f the return of its property would be futile.

970. Rothstein's actions have directly caus i \g;" c d damages to Razorback.

requests judgment against SCOTT ROTHSTEIN for compensatory damag i..., eth yith court costs and such further relief as the WHEREFORE. RAZORBACK Court deems proper.¶

if recta 971. plhiaj incorporates the allegations contained jp paragraphs 1 through 407121 as¶

CO UN 20 - AIDING AND ABETTING CONVERSION fratiosa¶

This is a claim for aiding and abetting conversion.¶

973. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with Razorback's $32,000,000.00 in funds,

Court deems proper. WHEREFORE, RAZORBACK FUNDING. s judgment against _A, Akt rut SPINOSA for compensatory damages. togetb s, costs and such further relief as the 42*¶

974. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

975. Based upon Rothstein having initially fled the country after emptying out the trust accounts. any attempts by Razorback to make demand upon him for the return of its property would be futile.

976. Spinosa actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving Razorback of its property by deceiving Razorback into turning its property over to Rothstein under false pretenses. , =

977. Spinosa's actions have directly caused incur mimes to Razorback.

COUNT 1.112CDING AND ABETTING CONVERSION (against Jennifer Kerstetter)¶

978. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 al i t h

979. . is is ^a claim for aiding and abetting conversion.

980' As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating n Ponzi scheme through_his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with Razorback's $32.000,000.00 in funds.¶

981. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

982. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by Razorback to make demand upon him for the return of its4pronerty would be futile.

983. Kerstetter actively assisted, and provided substantial assis thstein in either temporarily or permanently depriving Razorback of its pro ing Razorback into turning its property over to Rothstein under false pretenses. V

984. Kerstetter's actions have directly caused inj js' mages to Razorback, c

WHEREFORE. RAZARBACKEJNDING. Slag sts judgment against JENNIFER ICERSTETTER for compensatory damages, to court costs and such further relief as the Court deems proper,¶

1"14/¶

COUNT 1,14122.AlbING AND ABETTING CONVERSION (against Roseanne Caretskv)¶

985. Plaintiff incorporates the allegations contained in paragraphs 1 through 40-7121 as <X if eaa lhma

14/ 111s is a claim for aiding and abetting conversion¶

981k' As described more fully above. the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA. and through T13 Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with Razorback's $32,000,000.00 in funds,¶

988. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of itsproPertv.

989. Based upon Rothstein having initially fled the country after emptying out the trust accounts. any attempts by Razorback to make demand upon him for the return of its property would be futile.

990. Caretskv actively assisted, and provided substantial assistance. kr Rothstein in either temporarily or permanently depriving Razorback of its property by deceiving Razorback into turning ituiroperty over to Rothstein under false pretenses.? =

• \ I 991. Caretsky's actions have directly caused injury ay O duniages to Razorback.

WHEREFORE. RAZORBACK FUNDING. LLC. reauests judgment against ROSEANNE CARETSKY for compensatory dart[ Nogether with court costs and such further relief as the Court deems proper. Aci.....H(-¶

N -¶

COUNTM11123 - AIDING AND ABETTING CONVERSION (against TD Bank, N.A.)¶

992. Plaintiff incorporates the allegations contained in paragraphs 1 through 4O7121 ag if restated hgrein.

99 14/ this is a claim for aiding and abetting conversion.¶

9 . As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TA Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with Razorback's $32.000.000.00 in funds,¶

995. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

996. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by Razorback to make demand upon him fbr the return of i petty would be futile.

997. At all times material hereto Spinosa was acting in the scope of bis employment for TD Bank.

998. At all times material hereto. Kerstetter was acting in the scone of her employment as an assistant manager of TD Bank. ")

999. At all times material hereto. Carets in the scope of her employment as an assistant vice president and branch man;s ttsdt k.

1000. T1) Bank, through its lo while acting within the scone employment, actively assisted. ~tded substantial assistance, to Rothstein in either temporarily or permanently d riving Razorback of its property by allowing Rothstein to make unauthorized withdrawal its funds and by deceiving Razorback into turning its property over to Rothstein under false pretenses. of their

1001 's actions have caused in' and da, a es Razo tack¶

TD B N N,A., for mpensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 44-1.'124 - AIDING AND ABETTIN CONVE ION (against Debra¶

1002. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

1003. This is a Claim for aiding and abetting conversion.

1004. As described more fully above, the deals in which Razorback invested were boos and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with Razorback's $32, 0.00 in funds.

1005. Rothstein's conversion of Razorback's fuchas permanently deprived Razorback of its property.

1006. )3ased upon Rothstein having initi untry after emptying out the trust accounts, any attempts by Razorback to mak pon him for the return of its property would be futile.

1007. actively assisted, apd provided substantial assistance, to Rothstein in either temporarily or permanently depriving Razorback of its property by deceiving Razorback into taming its property over to Rothstein under false pretenses.

1008. Villegas's actions have directly caused iniury and damages to Razorback.

WHEREFORE; RAZORBACK FUNDING. LLC. requests judgment against DEBRA VII I .F.GAS for compensatory damages, together with court costs and such further relief as the 'at Court deems proper.¶

COUNT INI25 - AIDING AND ABETTING CONVERSION (against Frank-PresteIrene Stay)¶

1009. Plaintiff incorporates the allegations contained in paragraphs 1 through X121 as if restated herein.

1010. This is a claim for aiding and abetting conversion.

1011. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and co ml over the property of Razorback when he absconded with Razorback's $32.000.000.00 A • Z n

eCy 1012. Rothstein's conversion of Razorback's funds has to deprived Razorback of its property.¶

C.) 1013. Based upon Rothstein having initially fled the co emptying out the trust accounts, any attempts by Razorback to make demand u ib/ r the return of its trope ,y would be futile,¶

1014. Stay actively assisted. and pro itatial assistance, to Rothstein in either temporarily or permanently depriving turning its property over to Rothst u else pretenses. f its property by deceiving Razorback into

1015. Stay's actions h caused iniury and damages to Razorback.

WHEREFORE. W RBACK FUNDING. LIE. requests judgment against IRENE STAY for compensatory damages. together with court costs and such further relief as the Court deems properTh¶

p12ffla tiliranTT NG CO ERSIO¶

inst G. Levin¶

1016. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1017. This is a claim for aiding and abetting conversion.

1018. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with their $32,000,000.00 in funds.

1019. Rothstein's conversion of Razorback's funds has permanently rived Razorback of its property.

1020. Based upon Rothstein having initially fled the country 4cr miring out the trust accounts, any attempts by Razorback to make demand upon hjm the return of its property would be futile.

1021. Levin actively assisted, and provided sttbsS I"* . assistance, to Rothstein in either temporarily or permanently depriving Raze property by representing that the settlement agreements purchased by inv real, that they had been fully funded, that they would be paid out to investors etermined schedule, and by deceiving Razorback into turning its property over t. under false pretenses.

1022. Levin's a have directly caused injury and damages to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against¶

G. LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 127 - AIDING AND ABETTING CONVERSION (against Preve)¶

1023. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1024. This is a claim for aiding and abetting conversion.

1025. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with Razorback's $32,000,000.00 in fund4.

1026. Rothstein's conversion of Razorback's funds has pennan Razorback of its property. I

1027. Based upon Rothstein having initially fled the country a ng out the trust accounts, any attempts by Razorback to make demand upon h the return of its property would be futile. A ),

1028. Prove actively assisted, and provided Substantial assistance. to Rothstein in either 7 temporarily or permanently depriving Razorb s kiS, r roperty by deceiving Razorback into funding settlements that he knew did not L A E L....., ti,

1029. Preve's actions have s 0 used iniury and damages to Razorback.

WHEREFORE, RAZO AC 1/4G. LLC. requests judgment against MIA SPINOSA for compensate damages. together with court costs and such further relief as the Court deems pro NU, .¶

12-14128 - AIDING AND ABETTING CONVERSION nst Banvon Income Fund. LP. and Banvon USVI. LLC)¶

. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated he re in.¶

1031. This is a claim for aiding and abetting conversion.

1032. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA and through TD Bank. In

the chief executive officer of Banvon USVI and BIF. 1035. At all times material hereto, Levin was acting in. the scope of his employment as¶

1036. At all times material hereto, Preve w the chief operating officer or agent of Banyon Uk, <>) the scope of his employment as IF,

furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of Razorback's when he absconded with its 331000.000.00 in funds.¶

1033. Rothslein's conversion of Razorback's funds has permanently deprived Razorback of its property.

1034. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts IN Razorback to make demand unon him for the return of its property would be futile.

1035. Bannon USVI and B1F, through employees while acting within the scope of, their employment, actively assisted and provided substantial assistance. to Rothstein in either ^t . . temporarily or permanently eprivi 1 Razorback of its property by representing that the settlement agreements ph ased by investors were real, that they had been fully funded, that they would be paid out to investors over a predetermined schedule, and by deceiving Razorback into turning c 'ts pronerty over to Rothstein under false pretenses.

aivon USVI's and BIF's actions have directly caused iniury and damages to Razorhac¶

WHEREFORE, RAZORBACK FUNDING. LLC. requests judgment against BANYON INCOME FUND. LP. and BANYON USVI, LLC., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

would be futile. 1043. Based upon Rothstein having initially ed the country after emptying out the trust accounts, any attempts by Razorback to make demand upon him for the return of their property <<I4P¶

COUNT 129 - AIDING AND ABETTING CONVERSION (against Michael Szfranski)¶

1039. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1040. This is a claim for aiding and abetting conversion.

A 1041. As described more fully above, the deals in which Razorback tt e were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA,: TD Bank In furtherance of the Ponzi scheme. Rothstein exercised unauthorized inion and control over the property of Razorback when he absconded with its $32,000,00;1 in funds.¶

1042. Rothstein's conversion of Razorbacks Ni\inds has permanently deprived Razorback of its property.

1043. Szfranski active CIted, and provided substantial assistance, to Rothstein in either temporarily or pet pn tly depriving Razorback of its property by verifying false bank statements and uments and by deceiving Razorback into turning its property over to Rothstei f se pretenses.

Szfranski's actions have directly caused injury and damages to Razorback,¶

WHEREFORE, RAZORBACK FUNDING. LLC. requests iudgment against judgment against MICHAEL SZFRANSKI for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 130 - AIDING AND ABETTING CONVERSION¶

(against Ons x Capital Management)¶

1046. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1047. This is a claim for aiding and abetting conversion.

1048. As described more fully above, the deals in which Razorback invested were bom and Rothstein was operating a Ponzi scheme through his firm, RRA, and through ID Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominimi and control over the property of Razorback when he absconded with its $32.000 c .00 i in funds.

1049. Rothstein's conversion of Razorback's s permanently deprived Razorback of its property.

1050. Based upon Rothstein having 'C'tt\ he country after emptying out the trust accounts, any attempts by Razorback to make deThand upon him for the return of their property would be futile.

1051. At all times ma rial to. Szfranski was acting in the scone of his employment as president ofpnyx.

1052. Ortn. through its employees while acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in either temporarily or pennaatent epthing Razorback of its property by verifying false bank statements and deal docurnen41and by deceiving Razorback into _turning its property over to Rothstein under false pretenses.

1053. Onyx's actions have directly caused iniury and damages to Razorback.

restated herein. 1054. plaintiff incorporates the allegations contained in paragraphs 1 III gh 121 as if r¶

1055. This is a claim for aiding and abetting conversion.

WHEREFORE. RAZORBACK FUNDING, LLC, requests judgment against judgment against ONYX CAPITAL MANAGEMENT for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 131 - AIDING AND ABETTING CONVERSION (against Berenfeld Spritzer Shechter Sheer, LLP)¶

)¶

1056. As described more fully above, the deals in which RazOrback invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of Razorback when he absconded with their $32.000.000.00 in funds.

1057. Rothstein's conversio of Razorback's funds has permanently deprived 14P Razorback of its property.

1058. Based upon RoCutit • aving initially_fled the country after emptying out the trust accounts. any attempts b rback to make demand upon him for the return of its property would be futile.

Be~nfeld actively assisted, and provided substantial assistance, to Rothstein in either porarily or permanently deriving Razorback of its property by providing false auditing documents relating to Banvon and RRA and by deceiving Razorback into turning its property over to Rothstein under false pretenses.¶

1060. Berenfeld's actions have direct!y caused injury and damages to Razorback.

WHEREFORE. RAZORBACK FUNDING, LW, requests judgment against BERENFELD S_PRIT7F,R SHECHTER SHEER, LLP, for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 132 - NEGLIGENT SUPERVISION (against TD Bank, N.A.)¶

1061. Plaintiff incorporates the allegations contained in paragraphs 1 if restated herein.

1062. This is a claim for negligent supervision.

1063. As described more fully above, Spinosa. Kerstetter, and Caretskv participated, with actual or constructive knowledge, in Rothstein's Powt erne. Spinosa's Kerstetter's and Caretsky's participation included, but was not lim Providing the Razorback with false jnformation concerning the amounts deposited in RRA trust accounts and supplying investors with misleading and untrue written assurances concerning the settlement accounts.

1064. In reliance on Spinosa's. Kerstetter's, and Caretsky's representations, on October 2, 2009. Razorback began sendingpayments to RRA's account at TD Bank, eventually funding a total of $32,000,000.00.

1065. It k's reliance on Spinosa's, Kerstetter's, and Carctsky's representations was reasonable justified.

1066. TD Bank owed a duty to Razorback to ensure that its employees were not actively defrauding depositors by making false representations in order to trick them into making unsafe deposits into trust accounts that they knew or reasonably should have known were being raided by Rothstein.

1067. TD Bank breached its duties to Razorback because it had actual or constructive notice that its assistant manager and assistant vice president and branch manager were either fraudulently or negligently participating in a scheme which resulted in the unauthorized raiding of investors' deposits, and acted unreasonably by failing to investigate or take corrective action.

1068. As a direct and proximate result of TD Bank's failure to investigate or take corrective action against Spinosa. Kerstetter. or Caretskv. Razorback has sustained damages,

WHEREFORE. RAZORBACK FUNDING. LLC. requests judCent inst TD BANK N.A,. for compensatory damages, together with court costs an further relief as the Court deems proper.¶

COUNT L-VI4133 - FRAUDULENT MISREPRESENTATION (against Scott Rothstein)¶

1069. Plaintiff incorporates the allegations contained in paragraphs I through 4W121 as if restated herein.

1070. This is a claim for fraudulent misrepresentation.

AA" 1071. As described more fully above, Rothstein was operating a Pon through his firm, RRA, and through 'ID Bank.¶

1072. In furtherance of the Ponzi scheme. Rothstein latowi v trade material false Statements and representations, including but not limited nting that the settlement agreements purchased by investors were real, that they h cEn fully funded. and that they would be paid out to investors over a predetermined 1 .

1073. Rothstein intended P3 to act on hjk knowingly false representations.

1074. D3 justifiably relied upon n's representations to its detriment.

1075. As a direct and proximate result of Rothstein's false statements. D3 has sustained damages.

WHEREFORE. CAPITAL CLUB, LLC, requests inclement against SCOTT ROTHSTEIN fo c Court deems proper. nsatory damages, together with court costs and such further relief as the¶

COUNT b-V-114134 - FRAUDULENT MISREPRESENTATION (against Spinosa)¶

1076. Plaintiff incorporates the allegations contained in paragraphs 1 through 40-7121 as if restated herein.

1077. This is a claim for fraudulent misrepresentation.

1078. As described more filly above, Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.

1079. In furtherance of the Ponzi scheme. Spinosa knowingly made material false statements and representations including, but not limited to. supplying investors with false bank account statements and misleading and untrue written assurances concernin%Ahe settlement accounts.

1080. Spinosa intended D3 to act on his knowingly false representations.

1081. D3 justifiably relied upon Spinosa's representations to its detriment.

1082. As a direct and proximate result of 4ino se statements. D3 has sustained damages.

WHEREFORE, D3 CAPITAL, CLUB lequests iudgment against A. SPINOSA for compensatory damages, 'th court costs and such further relief as the Court deems proper.¶

COUNT 1.1X13(5)-F ULENT MISREPRESENTATION fanainst Jennifer Kerstetter)¶

1083. Plaintiff in Tr tes the allegations contained in paragraphs 1 through 407121 as if restated herein

10 Jai is a claim for fraudulent misrepresentation.¶

. As described more fully above. Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.¶

1086. In furtherance of the Ponzi scheme, Kerstetter knowingly made material false statements and representations including, but not limited to. supplying investors with false bank account statements.

1087. Kerstetter intended D3 to act on her knowingly false representations, 1088. D3 justifiably relied upon Kerstetter's representations to its detriment, 1089. As a direct and proximate result of Kerstetter's false statements, D3 has sustained

damages.¶

WHEREFORE. D3 CAPITAL CLUB. LLC, requests judgment ag IFER KERSTETTER for compensatory damages, together with court costs and relief as the Court deems proper.¶

) COUNT I.X136 - FRAUDULENT MISREP RNT C ATION fitgainst Roseanne Caretsk'(¶

1090. plaintiff incorporates the allegations containe graphs 1 through 4-0-7121 as 1091. This is a claim for fraudulent SCS I if restated herein. 0 tation. \14/"::, 1092. As described more full Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD 1093. In furtherance o Ponzi scheme. Caretsky knowingly made material false statements and represents Iheluding, but not limited to, supplying investors with false bank account statemeer 1 @as Icy intended D3 to act on her knowingly false representations. D3 justifiably relied upon Caretsky's representations to its detriment. 1096. As a direct and proximate result of Caretsky's false statements, D3 has sustained damages.

as an assistant manager of TD Bank. 1100. At all times material hereto. Kerste \f ng in the scope of her employment \ I¶

WHEREFORE, D3 CAPITAL CLUB. LW, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 14:1137 - FRAUDULENT MISREPRESENTATION (against TD Bank. N.A.1¶

1097. Plaintiff incorporates the allegations contained in paragraphs 1 tInS3 121 LI if restated herein. CO

1098. This is a claim for fraudulent misrepresentation.

1099. At all times material hereto, Spinosa was acting in the of his employment as ,-/ Regional Vice President of T.D. Bank.

<1.1 1101. At all times material hereto. Caretsky was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.¶

1102. As described mNAilly above, Rothstein was operating a Ponzi scheme through his firm, RRA, and throu Bank,

1103. erance of the Ponzi scheme. TD Bank. through Spinosa. Kerstetter, and Caretsky v made material false statements and representations including, but not limited to lying investors with false bank account statements and supplying investors with misleading and untrue written assurances concerning the settlement accounts,

1104. TD Bank. through Spinosa. Kerstetter, and Caretsky intended D3 to act on their knowingly false representations.

1105. D3 justifiably relied upon TD Bank's through Spinosa's, Kerstetter's, and Caretsk-y's representations to its detriment.

1106. As a direct and proximate result of TD Bank's, made through Spinosa's Kerstetter's, and Caretskv's false statements, D3 has sustained damages

WHEREFORE, D3 CAPITAL CLUB, LLC, requests iudgment against TD BANK,N.A., for compensatory damages, together with court costs and such further relied asthe Court deems proper.¶

COUNT 138-IRAUDULENT PRESENTATION (against crank-SpinosaGeo e G¶

1107. Plaintiff incorporates the allegations c t 'reed in paragraphs I through 107121 as if restated herein.

1108. This is a claim for fraudul Sliprsentation.

1109. As described more Rothstein was operating a Ponzi scheme through his firm, RRA, and through TDi

1110. In furtheriwce of the Ponzi scheme. Levin knowingly made material false statements and reoresentaAons including, but not limited to, representing that the settlement agreements purchasenv investors were real, that they had been fully funded, and that they would be to investors over a predetermined schedule.

Levin intended D3 to act on his knowingly false representations,¶

1112. En justifiably relied upon Levin's representations to its detriment.

1113. As a direct and proximate result of Levin's false statements. D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB, LLC requests judgment against¶

LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 139 - FRAUDULENT MISREPRESENTATION (against Preve)¶

asisSy 1114. Plaintiff incorporates the allegations contained in paragraphs I A. , 121 as if restated herein.¶

1115. This is a claim for fraudulent misrepresentation.

1116. As described more fully above, Rothstein w his firm. RRA. and through TD Bank. tine a Ponzi scheme through

1117. In furtherance of the Ponzi sch statements and representations including. brt gt limited to. representing that the settlement agreements purchased by investors g that they had been fully funded, and that they would be paid out to investors o n T ermined schedule. AS- knowingly made material false

1118. Preve intended Dainabt on his knowingly false representations.

1119. D3 justifla ed upon Peeve's representations to their detriment.

1120. ASS a rest and Proximate result of Preve's false statements, D3 has sustained damage:Trit9

FORE, D3 CAPITAL CLUB. LW. requests judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 140 - FRAUDULENT MISREPRESENTATION (against Banyon Income Fund, LI', and Banyon USVI, LLC)¶

1121. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1122. This is a claim for fraudulent misrepresentation.

1123. At all times material hereto. Levin was acting in the scope of hi iR yIovment as the chief executive officer of Banyon LISVI and BYE.

1124. At all times material hereto. Preve was acting in the sc of/his i employment as the chief operating officer or agent of Banvon USVI and BM,

1125. As described more fully above. Rothstein( us\ ring a Ponzi scheme through his firm, RRA. and through TD Bank.

1126. In furtherance of the Ponzi scheme, USVI and BIF. through Levin and Preve. knowingly made material fals statements and representations including, but not limited '7 to, representing that the settle A xplents purchased by investors were real, that they had been fully fundcd, and that they be paid out to investors over a predetermined schedule.

1127. Banyon U d MP. through Levin and Preve. intended D3 to act on their knowingly false ntations,

iesentations to their detriment. ustifiably relied upon Banyon USVI's and BM's. through Levin's and Preve'¶

1129. As a direct and proximate result of Banyan US VI's and ME's, made through Levin's and Preve's. false statements and representations, D3 has sustained damages.

restated herein. Arnalc 1130. Plaintiff incorporates the allegations contained in paragraphs IO 1 d* 121 as if¶

1131. This is a claim for fraudulent misrepresentation.

WHEREFORE, D3 CAPITAL CLUB, LLC. requests judgment against BANYON INCOME FUND. LP. and BANYON USVI, LLC., for compensatory damages, together with court costs and such further relief as the Court deemsproner.¶

COUNT 141 - FRAUDULENT MISREPRESENTATION (against Michael Szfranski)¶

1132. As described more fully above. Rothstein wa 6 e atitfr a Ponzi scheme through his firm, RRA, and through TD Bank.

k 1133. In fitrtherance of the Ponzi sche e 'ran ' lcnowingly made material false statements and representations including, b limt 4 to. verifying false bank statements and deal documents.¶

1134. Szfranski intended D on his knowingly false representations.

1135. D3 justifiably relied 'Jon Szfranski's representations to its detriment.

1136. damages, As a dime a proximate result of Szfranski's false statements, D3 has sustained

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against MICHAEL SZFRANVCI for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

as president of Onyx. A 1139. At all times material hereto. Szfranskt was acting in the scone o f'Satployment 0¶

COUNT 142 - FRAUDULENT MISREPRESENTATION (against Onyx Capital Management)¶

1137. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1138. This is a claim for fraudulent misrepresentation.

1139. As described more fully above, Rothstein was operatin u Ponzi scheme through his firm, RRA, and through TD Bank.

1140. In furtherance of the Ponzi scheme. gli Szfransld, knowingly material 'Cc false statements and representations. includin \ no limited to, verifying false bank statements and deal documents.

Illy 1142. Onyx, through Szfrant • nded D3 to act on its knowingly false representations.¶

1143. D3 justifiably Cdtt• pon Onyx's, through Szfranski's, representations to its detriment.

1144. and proximate result of Onyx's, made through Szfranski's, false represea has sustained damages.

EFORE. D3 CAPITAL CLUB, LLC, requests judgment against ONYX CAPITAL MANAGEMENT, for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 143 - FRAUDULENT MISREPRESENTATION (against Berenfeld Spritzer Shechter Sheer, LLP)¶

1145. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1146. This is a claim for fraudulent misrepresentation.

1147. As described more fully above, Rothstein was operating a Po Aiime throtigh his firm. RRA. and through TI) Bank,

1148. In furtherance of the Ponzi scheme, Berenfeld knowitS1y shade material false statements and representations including, but not limited to. providing false auditing documents relating to Banyon and RRA. 1149. Berenfeld intended 133 to act on it. Sngl 9false representations

1149. D3 justifiably relied upon Rem presentations to its detriment.

1150. As a direct and_proz damages. litho) f Berenfeld's false statements. D3 has sustained 2

WHEREFORE, 133 CAPITAL CLUB, LI.C. requests judgment against BERENFELD SPRITZER SHECILTER 34EER, LLP, for compensatory damages, together with court costssnd such further relic the Court deems proper.¶

COUNT 144 NEGLIGE MISREPRESENTATION (against Spinosa)¶

1152. Plaintiff incorjorates the allegations contained in paragraphs 1 through 121 as if restated herein.

1153. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

1154. In furtherance of the Ponzi scheme, Spinosa made material false statements and representations including, but not limited to. supplying investors with false bank' account statements and misleading and untrue written assurances concerning the settlement accounts.

1155. When making the false statements and representations. Spinosa either knew or r h,i4h." , ) reasonably should have known that they were false.

1156. Spinosa owed D3 a duty of care because he kri' or had reason to know that D3 was placing trust and confidence in him and relying on hinx'ipfortn it.

1157. Spinosa breached his duty to D3 making false representations with the intention that D3 rely on them.

1158. D3 iustifiablv relied upo '?CSresentations to its detriment. Irl

1159. As a direct and proximate It of Spinosa's false statements, D3 has sustained damages.

WHEREFORE D3 CAPITAL CLUB, LW, requests iudgment against A. &INOSA for co I\ pensatory damages, together with court costs and such further relief as the < Co¶

COUNT InVI4145 - NEGLIGENT MISREPRESENTATION (against Jennifer Kerstetter]¶

1161. Plaintiff incorporates the allegations contained in paragraphs 1 through 4O-7121 as if restated herein.

1162. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

1163. In furtherance of the Ponzi scheme, Kerstetter made material false statements and representations including, but not limited to, suonlvin investors with false b nl accou statements.

1164. When making the false statements and representations. Ke Z er knew or reasonably should have known that they were false.

1165. Kerstetter owed D3 a duty of care because she fat lear had reason to know that D3 was placing trust and confidence in her and relying on r to it.

1166. Kerstetter breached her duty to D3 false representations with the Intention that Razorback rely on them

1167. D3 justifiably relied upon ( tSill representations to their detriment,

1168. As a direct and pro t of Kerstetter's false statements, D3 has sustained damages. j

WHEREFORE, lilk CAPITAL CLUB. LW. requests iudernent against JENNIFER V/ KERSTETTER fo % mpensatory damages, together with court costs and such further relief as the Court deems pro¶

'egUNT LicW146 - NEGLIGENT MISREPRESENTATION (against Roseanne Caretsky)¶

1170. Plaintiff incorporates the allegations contained in paragraphs I through 407121 as if restated herein.

1171. As described more fully above, Rothstein was operating a Ponzi scheme through his firm. ERA. and through ID Bank.

1172. In furtherance of the Ponzi scheme, Caretskv made material false statements and representations including, but not limited to, supplying investors with false bank account statements.

1173. When making the false statements and representations. Keritetter either knew or reasonably should have known that they were false.

1174. Caretskv owed D3 a duty of care because she Icn,cor had reason to know that D3 t was placing trust and confidence in her and relying on her ' m it.

M 1176. Caretskv breached her duty to D Ity S ' g false representations with the intention that D3 rely on them, p (SFS\ representations to their detriment,¶

1177. P3 justifiably relied upo

1178. As a direct and pro damages. t of Caretsky's false statements. D3 has sustained

WHEREFORE. 03_CAPITAL CLUB. LLC, requests judgment against ROSEANNE CARETSKY for qimpensatory damages, together with court costs and such further relief as the X¶

OUNTWA147 - NEGLIGENT MISREPRESENTATION (against TD Bank. N.A.)¶

1179. Plaintiff incorporates the allegations contained in paragraphs 1 through 444121 as if restated herein.

1180. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of T.D. Bank.

1181. At all times material hereto, Kerstetter was acting in the scope of her employment as an assistant manager of ID Bank,

1182. At all times material hereto. Caretsky was acting in the scope of ber employment as an assistant vice president and branch manager of TD Bank.

1183. As described more fully above, Rothstein was operatinjtPo scheme through his firm. RRA, and through TD Bank.

1184. Jo furtherance of the Ponzi scheme, TD k thitrgh Spinosa, Kerstetter. and Caretsky made material false statements and re ' ASn nS • including, but not limited to showing investors false statements of the Sic • RRA trust accounts and providing misleading and untrue written assurances g the settlement accounts..

1185. When making the ements and representations, TD Bank, through Spinosa, Kerstetter, and Caretskv eith knew or reasonably should have known that they were false.

1186. TD Bank °Wed D3 a duty of care because it knew or had reason to know that D3 was placing trust and confidence in her and relying on it to inform them.

1187. TD Bank breached its duty to D3 by making false representations, through $pinosa,Kerstetter. and Caretslcy, with the intention that D3 rely on them.

1188. D3 justifiably relied upon TD Bank's. through Spinosa's, Kerstetter's, and Caretskv's, representations to its detriment

1189. As a direct and proximate result of TD Bank's representations, made through Spinosa. Kerstetter, and Caretskv D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB. LLC, requests iudgment against TD BANK, N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

GOUNT--LXVI—AIDING-AND-M1E-T-TIN COUNT 148 - NEGLIGENT MISREPRESENTA (against gpank-SpinosaGeorge G. Levin)¶

1191. Plaintiff incorporates the allegations contained in paragraphs 1 through 407-121 as if restated herein,

1192. This is a claim for negligent misre

1193. As described more fully abo his firm. RRA, and through TD Bank. oth 'n was operating a Ponzi scheme through

1194. In furtherance of scheme. Levin made material false statements and representations including. buk&limited to. representing that the settlement agreements purchased by investors al, that they had been fully funded, and that they would be paid out to investors v _predetermined schedule,

e 1 tn making the false statements and representations, Levin either knew or uld have known that they were false.¶

1196. Levin owed D3 a duty of care because he knew or had reason to know that D3 was placing trust and confidence in him and relying on him to inform them.

1197. Levin breached his duty to D3 by making false representations with the intention that D3 rely on them,

1198. D3justifiably relied upon Levin's representations to its_detriment.

1199. As a direct and proximate result of Levin's false statements. D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB, LLC, reauests judgment against A r¶

LEVIN for compensatory damages, together with court costs and such further re < • as Court deems proper.¶

COUNT 149 - NEGLIGENT MISREPRESENTATIOL (against Preve)¶

1200. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

\IS i 1201. This is a claim for negligent misre lion.¶

t 1202. As described more fully aho his firm. RRA, and through TD Bank. in was operating a Ponzi scheme through¶

1203. In furtherance o scheme, Preve made material false statements and representations including. bu imited to. representing that the settlement agreements purchased by investors al. that they had been fully funded, and that they would be paid out to investors predetermined schedule.

1 n making the false statements and representations. Preve either knew or reas uld have known that they were false.¶

1205. Prove owed D3 a duty of care because he knew or had reason to know that D3 was placing trust and confidence in him and relying on him to inform them.

1206. Preve breached his duty to D3 by making false representations with the intention that D3 rely on them.

1207. D3 justifiably relied upon Preve's representations to its detriment.

1208. As a direct and proximate result of Preve's false statements, D3 has sustained damages.

WHEREFORE. D3 CAPITAL CLUB, LLC. requests judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems ironer.¶

COUNT 150 - NEGLIGENT MISREPRESENTATION (against Banvon Income Fund. LP, and Banvon¶

1209. Plaintiff incorporates the allegations contain raphs 1 through 121 as if restated herein.

1210. This is a claim for negligent misrepresentation.

1211. At all times material hereto. IsYin was acting in the scope of his employment as the chief executive officer of Banyon 3 IF.

UU 1212. At all rimes mat ' re et Prove was acting in the scone of his employment as the chief operating officer or a anyon USVI and BIF,¶

1213. As descn re fully above, Rothstein was operating a Ponzi scheme through his fine, RRA, gh TD Bank.

1 1 In rtherance of the Ponzi scheme, Banvon USVI and BIF, through Levin and Prove; material false statements and representations including, but not limited to, representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.¶

1215. When making the false statements and representations. Banyon USVI and BIP, through Levin and Preve, either knew or reasonably should have known that they were false.

1216. Banyon USVI and BM owed D3 a duty of care because it knew or had reason to know that D3 was placing trust and confidence in it and relying on it to inform them.

1217. Banvon USVI and BIF breached its duty to D3 by making false representations, through Levin and Preve, with the intention that D3 rely on them.

1218. D3 justifiably relied upon Banvon USVI's and BIF's, throu iS s and Preve's, representations to its detriment.

1219. As a direct and proximate result of Banvon USVI's epresentations, made through Levin and Preve D3 has sustained damages.

WHEREFORE. D3 CAPITAL CLUB. LLC, tudgment against BANYON INCOME FUND. LP, and BANYON USVI. LLC. AStc nsatory damages, together with ", i per court costs and such further relief as the Court 4 "¶

COUNT 151 - NEGLIGE MISREPRESENTATION (against Michael Szfranski)¶

C o) ./ 1220. Plaintiff incorpo the allegations contained in paragraphs 1 through 121 as if restated herein.¶

1221. This is ac r negligent misrepresentation.

1222. bed more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA?through TD Bank.

1223. In furtherance of the Ponzi scheme, Szfranski made material false statements and representations including, but not limited to. verifying false bank statements and deal documents.

1224. When making the false statements and representations. Szfranski either knew or reasonably should have known that they were false.

1225. Szfranski owed D3 a duty of care because he knew or had reason to know that, as an independent verifier, D3 was placing trust and confidence in him and relying on him to inform them.

1226. Szfranski breached his duty to D3 by making false representations with the intention that 133 rely on them.

1227. D3 justifiably relied upon Szfranski's representations to its detriment,

1228. As a direct and proximate result of Szfranski's false statements. D3 has sustained damages,

WHEREFORE. D3 CAPITAL CLUB. LUC, ret 'Sudgment against MICHAEL SZFRANSICI for compensatory damages. together with Sleu4 sts and such further relief as the Court deems proper.¶

S C; COUNT 152 - NEGLIGE SREPRESENTATION (against Onyx Capital Management)¶

1229. Plaintiff incorporates the allegations contained in paragraphs I through 121 as if restated herein.

1230. This is a c .r negligent misrepresentation.

1231. mes material hereto. Szfranski was acting in the scope of his employment as president CoC))xn .

1232. As described more fully above. Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

1233. In furtherance of the Ponzi scheme. Onyx, through Szfranski, made material false statements and representations, including, but not limited to, verifying false bank statements and deal documents.

1234. When making the false statements and representations, Onyx, through Szfranski, either knew or reasonably should have known that they were false.

1235. Onyx owed D3 a duty of care because it knew or had reason to know that, as an independent verifier, D3 was placing trust and confidence in it and relying_on Onyx to inform it.

1236. Onyx breached its duty to D3 by making falsejepresentations. through Szfranski, with the intention that D3 rely on them.

1237. D3 justifiably relied upon Onyx's. through Szfranski Mations to its detriment,

1238. As a direct and proximate result of Onyx', representations, made through Szfranski. D3 has sustained damages ,AV

WHEREFORE. 133 CAPITAL CL ,LC, requests judgment against ONYX CAPITAL MANAGEMENT for com e o mages, together with court costs and such further relief as the Court deems p¶

COUNT 153 - NE IGENT MISREPRESENTATION (against Berenfeld Spritzer Shedder Sheer, LLP)¶

1239. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if y restated herein.

Clia; is a claim for negligent misrepresentation.¶

:'As described more fully above, Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.¶

1242. In furtherance of the Ponzi scheme. Berenfeld made material false statements and representations including, but not limited to, providing false auditing documents relating to )3anyon and RRA.

1243. When making the false statements and representations, Berenfeld either knew or reasonably should have known that they were false.

1244. Berenfeld owed D3 a duty of care because it knew or had reason to know that, as an independent auditor. D3 was placing trust and confidence in it and relying on it to inform them.

1245. Berenfeld breached its duty to 133 by making false represdngts with the intention that D3 rely on them.

1246. D3 justifiably relied upon Berenfeld's representations to its detriment.

1247. As a direct and proximate result of Berenfeld's false statements, D3 has sustained damages,

\ V WHEREFORE. D3 CAPITAL CLUB uests judgment against BERENFELD SPRITZER SHECHTF,R SHEER, LLP. for comp: atory damages, together with court costs and such further relief as the Court deems proper,¶

COUNT 154 - AIDING AND ABETTING BREACH OF FIDUCIARY Dull' (against Spinosa)¶

1248. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein, ( 144

1 is a claim for aiding and abetting breach of fiduciary duty.¶

Spinosa was aware that as trustee of the attorney trust account where D3's purported settlement funds were deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to D3. Spinosa was also aware that as trustee of the attorney trust account containing the funds to which 133 had an exclusive right to collect in the near future, Rothstein had fiduciary duties of honesty, loyalty, and care to D3.¶

1251. Spinosa was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to 1)3,

1252. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

1253. Spinosa's actions have directly caused injury and damage to D3.

WHEREFORE. D3 CAPITAL CLUB. LLC. requests iudgment against SPINOSA for compensatory damages, together with court costs and(such'fitrther relief as the Court deems proper.¶

COUNT LX-VRISS - AIDING AND ABETTING B1i A,CH1pP FIDUCIARY DUTY (against Jennifer Ke¶

1254. Plaintiff incorporates the allegations contained in paragraphs 1 through 447121 as if restated herein.

1255. This is a claim for aiding and abetting breach of fiduciary duty.

1256. Kerstetter was aweekat as trustee of the attorney trust account where D3's purported settlement funds we osited. Rothstein had fiduciary duties of honesty, loyalty, and care to D3. Karsten so aware that as trustee of the attorney trust account containing the funds to whi had an exclusive right to collect in the near future. Rothstein had fiduciary duties of wally, and care to D3.

. Kerstetter was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to 1)3.¶

1258. jCerstetter actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty

1259. Kerstetter's actions have directly caused injury and damage to 1)3,

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT LXVIIIIS6 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Roseanne Caretsky)¶

1260. Plaintiff incorporates the allegations contained in paragraphs I tht's 447121 as if restated herein.

1261. This is a claim for aiding and abetting breach of fiduci

1262. Caretsky was aware that as trustee of the st account where D3's purported settlement funds were deposited, Rothstein ha duciary duties of honesty. loyalty, N \ / and care to D3. Caretskv was also aware that as trustee of the attorney trust account containing '',-\ the funds to which D3 had an exclusive rid ollectin the near future, Rothstein had fiduciary duties of honesty. loyalty. and care to

1263. Caretskv was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to D3,

1264. Caretskv t assisted, and provided substantial assistance, to Rothstein in his financial exploit[ of D3 and his breaches of fiduciary duty.

e Al41 R tsky's actions have directly caused injury and damage to D3,¶

EFORE, D3 CAPITAL CLUB. LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

Regional Vice President of TD Bank. i 1268. At all times material hereto, Spinosa was acting in the scope of lil ployment as 0¶

COUNT LaXIX1S7 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against TI) Bank, N.A.)¶

1266. Plaintiff incorporates the allegations contained in paragraphs 1 through 444121 as if restated herein.

1267. This is a claim for aiding and abetting breach of fiduciary duty.

1268. At all times material hereto, Kerstetter was acting in theCpe) of her employment as an assistant manager of TD Bank.

1269. At all times material hereto. Caretsk-y watactipg_in the scope of her employment as an assistant vice president and branch manager of Ti) Bank.

1270. TD Bank was aware that as trustee of the attorney trust account where D3's purported settlement funds were deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to D3. TD Bank was also aware that as trustee of the attorney trust account containing the funds to which D3 had an exclusive right to collect in the near future, Rothstein had fiduciary duties of honesty. loyalty care to D3.

1271. 115cank was aware that Rothstein was financially exploiting the investors to N` their detrtpt tan was aware that Rothstein was breaching his fiduciary obligations to D3.

TD Bank, through its employees acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of O3 and his breaches of fiduciary duty.¶

1274. TD Bank's actions have directly caused injury and damage to D3.

WHEREFORE. D3 CAPITAL CLUB. LLC. requests judgment against TD BANK. N.A., for co pensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT LKX158 - A ING AND ABETTING BREACH OF FIDUCIARY DUTY (against Debra¶

if restated herein. 3 CS* 1 1275. Plaintiff incoorates incorporates the allegations contained in paragraphs 1 th 121 as¶

1276. This is a claim for aiding and abetting breach of fiduci

1277. was aware that as trustee of the )14/ purported settlement funds were deposited, Rothstein had -fiduplary duties of honesty, loyalty, --,", and care to D3. was also aware that as trustee of the attorney trust account containing \'' l e' . the funds to which D3 had an exclusive righ140 collect in the near future. Rothstein had fiduciary duties of honesty. loyalty, and care to D3'%' t. ..-S st account where D3's

1278. was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to D3.

1279. actively assisted, and provided substantial assistance, to Rothstein in his financial explol of D3 and his breaches of fiduciary duty.

avm1 \ RV' gas's actions have directly caused injury and damage to D3.¶

EFORE. D3 CAPITAL CLUB LLC, requests judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 122X42459 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Irene Stay)¶

1281. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1282. This is a claim for aiding and abetting breach of fiduciary duty.

1283. Stay was aware that as trustee of the attorney trust account where W's purported settlement funds were deposited. Rothstein had fiduciary duties of honeso' loyalty, and care to D3. Stay was also aware that as trustee of the attorney trust acco mlkcontaining the funds to which D3 had an exclusive right to collect in the near future,Cein had fiduciary duties of honesty. loyalty, and care to D3.

\ 1284. Stay was aware that Rothstein was area y exploiting the investors to their detriment, and was aware that Rothstein was breching his fiduciary obligations to D3.¶

1285. Stay actively assisted, art provided substantial assistance, to Rothstein in his financial exploitation of 133 and his breaches of fiduciary duty.

1286. Stay's actions have directly caused iniury and damage to D3.

WHEREFORED3 CAPITAL CLUB. LLC. requests judgment against IRENE STAY for compensatory denstes. together with court costs and such further relief as the Court deems proper,¶

UNT 160 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against G. Levin)¶

1287. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1288. Levin was aware that as trustee of the attorney trust accounts where D3's purported settlement funds were deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to D3. Levin was also aware that as trustee of the attorney trust accounts containing the funds to which D3 had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty, and care to 1)3,

1289. Levin was aware that Rothstein was financially exploiting rs to their detriment, and was aware that Rothstein was breaching his fiduciary o 0 D3.

1290. Levin actively assisted. and provided substan i 'stance. to Rothstein in his financial exploitation of D3 and his breaches of fiduciary tv

1291. Levin's actions have directly caused i age to D3.

WHEREFORE. D3 CAPITAL CL uests judgment against O LEVIN for compensatory damages. loge c wt urt costs and such further relief as the Court deems proper.¶

COUNT 161 - AIDINGCND "S" ETTING BREACH OF FIDUCIARY DUTY (against Preve)¶

1293. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein."Sisiv

1294. ailNh is a claim for aiding and abetting breach of fiduciary duty.

95; Preve was aware that as trustee of the attorney trust accounts where D3's purported settlement funds were deposited, Rothstein had fiduciary duties of honesty. loyalty, and care to 103, Preve was also aware that as trustee of the attorney trust accounts containing the funds to which D3 had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty, and care to 1)3.¶

1296. Preve was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to D3

1297. Preve actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

1298. Preve's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB. LW. requests judgment against PREVE for compensatory damages, together with court costs and such furtherfMlief as the Court deems proper.¶

restated herein. Act 1299. Plaintiff incorporates the allegatio\ n d in paragraphs 1 'trough 121 as i£¶

1300. This is a claim for aidigg ting breach of fiduciary duty. ? S'

1301. At all times material Levin was acting in the scope of his employment as the chief executive officer of USVI and BIF.

COUNT 162 - AIDING AND ABETTING BRE DUCIARY DUTY (against Banvon Income Fund, LP, USVI,LLO¶

1302. At all times material hereto. Preve was acting in the scope of his employment as the chief operating cer or agent of Banyon USVI and BIF.

1 on USVI and BIF were aware that as trustee of the attorney trust accounts whereA s\ s mported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to D3. Banvon USVI and BIF were also aware that as trustee of the attorney trust accounts containing the funds to which 133 had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty, and care to D3.¶

1304. Banyon USVI and IMF were aware that Rothstein was financially exploiting the investors to their detriment, and were aware that Rothstein was breaching his fiduciary obligations to D3.

1305. Banyon USVI and BE through its employees acting within the scope( of their employment, actively assisted, and provided substantial assistance, to Rothstein in his 3illancial exploitation of D3 and his breaches of fiduciary duty.

1306. Bannon USVI's and BIF's actions have directly caused injury and-damage to D3.

WHEREFORE. D3 CAPITAL CLUB. LLC, requests judgment against BANYON INCOME FUND, LP. and BANYON USVI. LLC., for mnensatory damages, together with court costs and such further relief as the Court dee¶

COUNT 163 - AIDING AND ABETTING B CH OF FIDUCIARY DUTY (against Michael Szfranski)¶

1307. Plaintiff incorporates t 4* ations contained in paragraphs 1 through 121 as if restated herein. f ,'2

1308. This is a claim for aiding and abetting breach of fiduciary duty.

1309. Szfranski t aware that as trustee of the attorney trust accounts where the D3's purported settira e nds were deposited. Rothstein had fiduciary duties of honesty. loyalty, and care ski was also aware that as trustee of the attorney trust accounts containing the fungi V ich D3 had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty, and care to D3.

1310. Szfranski was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to D3.

1311. Szfranski actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

1312. Szfranski's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC. requests requests iudgmen ;against ty MICHAEL SZFRANSKI for compensatory damages, together with court costs _gm rther relief as the Court deems proper.¶

COUNT104 - AIDING AND ABETTING BREACH OF DUTY (against Onyx Capital Managements¶

1313. Plaintiff incorporates the allegations contained hs 1 through 121 as if restated herein.

1314. This is a claim for aiding and abet( h 3f fiduciary duty,

iCt 1315. At all times material hereto. S iski as acting in the scone of his employment as president of Onyx.¶

1316. Onyx was aware thsllips,tntstee of the attorney trust accounts where D3's purported settlement funds were deposited. Rothstein had fiduciary duties of honesty. loyalty, and care to 133. Onyx wa ware that as trustee of the attorney trust accounts containing the funds to which li 33 d an exclusive right to collect in the near future, Rothstein had fiduciary duties of honesty, yalty, and care to D3.

Isk77t Onvx was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to D3,¶

1318. Onyx, through its employees acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

1319. Onyx's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB. LLC. requests requests judgment against ONYX CAPITAL MANAGEMENT for compensatory damages, together with court casts and such further relief as the Court deems proper.¶

COUNT 165 - AIDING AND ABETTING BREACH OF FIDUCIARY,RUTY (against Berenfeld Spritzer Shechter Sheer, LLP)¶

1320. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1321. This is a claim for aiding and abetting breach of fidu,ry duty.

1322. Berenfeld was aware that as trustee of4\ eNtrey trust accounts where D3's purported settlement fluids were deposited. Rothsc duciary duties of honesty, loyalty, and care to 133. Berenfeld was also aware the tri be of the attorney trust accounts containing the funds to which D3 had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty, loyalty, and to )D3,

1323. Berenfeld was a rare that Rothstein was financially exploiting the investors to their detriment, and was a tltat Rothstein was breaching his fiduciary obligations to D3.

1324. r eId actively assisted, and provided substantial assistance, to Rothstein in his finanq to tation of D3 and his breaches of fiduciary duty.

. Berenfeld's actions have directly caused injury and damage to D3.¶

WHEREFORE. 133 CAPITAL CLUB. LLC. requests judgment against BERENFELD SPRITZER SHECHTER SHEER. LLP. for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 166 — BREACH OF FIDUCIARY DUTY (against Scott Rothstein)¶

1326. Plaintiff incorporates the allegations contained in paragraphs I through 40-7121 as if restated herein.

1327. This is a claim for breach of fiduciary duty.

Asse'' 1328. As trustee of the attorney trust account where D3's pu ement funds were deposited. Rothstein had fiduciary duties of honesty. loyalty, and D Additionally, as trustee of the attorney trust account containing the funds to which D exclusive right to collect in the near future. Rothstein had fiduciary duties of h alty, and care to D3.¶

1329. Rothstein breached his fiduciary duties by rue the RRA trust accounts for his personal use

1330. Rothstein's actions have directly caused injury and damages to D3.

WHEREFORE. D3 CAPITAL CLUB, LW. requests judgment against SCOTT ROTHSTEIN for compensatory damage,5, together with court costs and such further relief as the Court deems proper.¶

COUNT LXXII167 - BREACH OF FIDUCIARY DUTY (against T1) Bank, N.A.)¶

133'r. Plaint incorporates the allegations contained in paragraphs I through 447121 as if rest¶

1332. This is a claim for breach of fiduciary duty.

1333. At all times material hereto. Spinosa was acting in the scope of his employment as Regional Vice President of TD Bank.

circumstances where the bank knows or has reason to know that the custo i s confidence in the bank and is relying on the bank to so counsel an circumstances outlined above, whereby TD Bank knew that433, was relying on Spinosa's 1336. In Florida. a bank assumes a fiduciary duty with its custome 46.de 4kspwird m. Under the g trust and assurances to D3 of the precautions in place to prevent i periyikhdmwals from its account, TD Bank was a fiduciary of D3 and owed D3 the t f honesty. loyalty, and care. Additionally. where TD Bank knew that D3 on Kerstetter's representations to D3 that the settlement trust accounts had Bank was a fiduciary of D3 and owed D3 the fiduciary duties of honesty. loyglty, an cam. In addition. TD knew that D3 was relying on Caretsky's representations that the RRA trust accounts contained substantial funds. TD Bank was a fiduciary of D3 an t cr. wed D3 the fiduciary duties of honesty, loyalty, and care.¶

1335. At all times material hereto. Caretskv was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank,

1336. At all times material hereto. Kerstetter was actin, \g in the scope of her employment as an assistant manager of TD Bank.

1337. TD/Bank b checl its fiduciary duties through the actions of its employees by ( either igno 'nr):K velv assisting and providing substantial assistance to Rothstein in its financial e lion of D3.

13$8. TD Bank's actions have directly caused injury and damage to D3.¶

WHEREFORE. D3 CAPITAL CLUB, LLC. requests iudgment against TD BANK. N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

GOUNT-172XXLII-AIDING-AND-ABFs-rFING-MAAJD COUNT 168 - BREACH OF FIDUCIARY DUTY (against =-Spinesa G. Levin)¶

1339. Plaintiff incorporates the allegations contained in paragraphs I through 447121 as 4•Ask if restated herein.

1340. Thisis a claim for breach of fiduciary duty.

1341. By holding himself out as a co-investor. Levin becam ia of D3 and owed D3 the fiduciary duties of honesty, loyalty. and care. )

1342. Levin breached his fiduciary duties by eithe or actively assisting and providing substantial assistance to Rothstein in his fina tation of D3,

1343. Levin's actions have directly cau a d damage D3,

WHEREFORE. D3 CAPITAL CLL LL requests iudement against G. LEVIN for compensatory damages. tog th court costs_and such further relief as the Cour( deems proper. ( 14/¶

COUNT M. BREACH OF FIDUCIARY DUTY (against Preve)¶

1344. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.--\

This is a claim for breach of fiduciary duty.¶

1116. $y holding himself out as a co-investor. Previn became a fiduciary of D3 and owed D3 the fiduciary duties of honesty. loyalty. and care.

1117. Preve breached his fiduciary duties by either ignoring or actively assisting and providing substantial assistance to Rothstein in his financial exploitation of D3.

1118. Preve's actions have directly caused injury and damage to D3.

WHEREFORE. D3 CAPITAL CLUB. LLC, requests judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 170 - BREACH OF FIDUCIARY DUTY a ainst Ban •on In s me Auld LP and Ban on USVI L¶

1349. plaintiff incorporates the allegations contained in Para restated herein. gh 121 as if

1350. This is a claim for breach of fiduciary duty.

1351. At all times material hereto. Levin was acting in the scope of his employment as the chief executive officer of Banyon USVI and BIF.

1352. At all times material hereto. Prove' war acting in the scope of his employment as the chief operating officer or agent of Banvon USVI and B1F.

1353. Banyon USVI and -BM were fiduciaries of D3 and owed it the fiduciary duties of honestv, loyalty, and care.

1354. Banvon U W ltd BIF breached their fiduciary duties through the actions of its employees by ignoring or actively assisting and providing substantial assistance to Rothstein in ncial exploitation of D3.

p5'3 Banyon US VI's and BIF's actions have directly caused injury and damage to D3.¶

WHEREFORE. D3 CAPITAL CLUB, LLC, requests judgment against BANYON INCOME FUND. LP. and BANYON USVI, LLC.. for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 171 - BREACH OF FIDUCIARY DUTY (against Michael Szfranski)¶

1356. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

41•Alk¶

1357. This is a claim for breach of fiduciary duty.

N 1358. Szfmnski, as an independent verifier. was a fiduciary Oid owed it the fiduciary duties of honesty, loyalty, and care. ,J¶

1359. Szfranski breached his fiduciary duties by eithe1ttoring or actively assisting and providing substantial assistance to Rothstein in his financial explpination of D3.

136O. Szfranski's actions have directly A and damage to D3.¶

^ WHEREFORE, D3 CAPITAL CLUB, requests judgment against MICHAEL SZFRANSKI for compensatory damages • . er with court costs and such further relief as the Court deems Droner.¶

COUNICAREACH OF FIDUCIARY DUTY (against Onyx Capital Management)¶

1361. Plaintiff incorporates the allegations contained in varaaranhs 1 through 121 as if restated herein,

This is a claim for breach of fiduciary duty.¶

. At all times material hereto. Szfranski was acting in the scope of his employment as president of Onyx.¶

1364. Onyx, as an independent verifier. was a fiduciary of f)3 and owed it the fiduciary duties of honesty, loyalty, and care.

1365. Onyx breached its fiduciary duties through the actions of its employees by either ignoring or actively assisting and providing substantial assistance to Rothstein in its financial exploitation of D3.

1366. Onyx's actions have directly caused injury and damage to 1)3.

WHEREFORE. D3 CAPITAL CLUB. LW. requests judgment against ONYX CAPITAL MANAGEMENT for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 173 - BREACH OF FIDUCIA (against Berenfeld Spritzer Shechter LP)¶

1367. Plaintiff incorporates the allegations containdln Paragraphs 1 through 121 as if restated herein.

1368. This is a claim for breach of fi 'a ty.

1369. Berenfeld, as an independent auditor, was a fiduciary of D3 and owed them the fiduciary duties of honesty, loyalty, and care.

1370. Bernfeld breac fiduciary duties by either ignoring or actively assisting and providing substantial assistance to Rothstein in his financial exploitation of D3.

1371. eld's actions have directly caused iniury and damage to D3.

RE, D3 CAPITAL CLUB, LLC. requests judgment against BERENFELD SPRIT CHTER SHEER, LLP, for compensatory damages. together with court costs and ti such further relief as the Court deemsproper.¶

COUNT 174 - AIDING AND ABETTING FRAUD (against SpInosal¶

1372. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1373. This is a claim for aiding and abetting fraud.

1374. As described more fully above, the deals in which D3 inves bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and thr k.

1375. Spinosa knew of Rothstein's fraudulent scheme.

1376. Spinosa actively assisted, and provided subs lance, to Rothstein in his financial exploitation of D3 through fraud. Spinosa's 's cejitcluded, but was not limited to, supplying D3 with false bank account statemen 'sl ding and untrue written assurances concerning the settlement accounts.

1377. Spinosa's actions have directly caused injury and damage to D3.

WHEREFORE. D3 CAPITAL CLUB, LLC, requests judgment against n ,k. SPINOSA for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

(CUNT i -1 175 -AIDING AND ABETTTING FRAUD (against Jennifer Kerstetter)¶

1378. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

1379. This is a claim for aiding and abetting fraud.

1380. As described more fully above, the deals in which D3 invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.

1381. Kerstetter knew of Rothstein's fraudulent scheme.

1382. Kerstetter actively assisted and provided substantial assistance, to Rothstein in his financial exploitation of D3 through fraud. Kerstetter's assistance included, but was not limited to, providing false documentation to D3 that the RRA trust accounts contained substantial funds when they did not,

1383. Kerstetter's actions have directly caused iniury and damage t

WHEREFORE, RAZORBACK FUNDING. LLC. requests jud en nst JENNIFER KERSTETTER for compensatory damages, together with courts such further relief as the Court deems proper.¶

COUNT LXXVI76 - AIDING AND G FRAUD (against Roseanne Caretskv)¶

1384. Plaintiff incorporates the allegations contained in paragraphs 1 through 40-7121 as if restated herein.

1385. This is a claim for aiding and abetting fraud.

1386. As described more fully above. the deals in which D3 invested were bogus and Rothstein was operating i scheme through his firm. RRA. and through TD Bank.

1387. knew of Rothstein's fraudulent scheme.

13 Cal tsky actively assisted, and provided substantial assistance, to Rothstein in his tinanc7l loitation of D3 through fraud by representing to D3 that the RRA trust accounts contained substantial funds, all the time knowing that the accounts contained, at mast, minimal balances and that, to the extent the accounts were funded, that Rothstein routinely raided the accounts for his own use.¶

1389. Caretskv's actions have directly caused injury and damage to D3.

WHEREFORE. D3 CAPITAL CLUB. LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT VOMIT? - AIDING AND ABETTING FRAUD (against TI) Bank, N.A.)¶

1390. Plaintiff incorporates the allegations contained in paragraphs 1 tl if restated herein. (7)

1391. This is a claim for aiding and abetting fraud,

1392. As described more fully above, the deals in whi rback invested were bogus and Rothstein was operating a Ponzi scheme through hit RSA, and through TD Bank.

1393. At all times material hereto Spinoit a ng in the scope of his employment for TD Bank. \

1394. At all times material hereto,_Kerstetter was acting in the scope of her employment as an assistant manager of TD Bank.

1395. At all times material hereto. Caretsky was acting in the scone of her employment as an assistant vice oresi d branch manager of TD Bank.

1396. k knew of Rothstein's fraudulent scheme.

1 Bank, through Spinosa, Kerstetter, and Caretskv, actively assisted, and via tantial assistance, to Rothstein in his financial exploitation of D3 through fraud. TD Bank's assistance included, but was not limited to. providing false documentation to the D3 that the RRA trust accounts contained substantial funds when they did not and supplying investors with misleading and untrue written assurances concerning the settlement accounts.¶

1398. TD Bank's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against TI) BANK. N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT LXXV11178 - AIDING AND ABETTING FRAUD (against Debra Villegas)¶

1399. Plaintiff incorporates the allegations contained in paragraphs 1 data 121 as if restated herein.

1400. This is a claim for aiding and abetting fraud. C.)

1401. As described more fully above, the deals in wlfiQlt R invested were bogus and Rothstein was operating a Ponzi scheme through his fi dnd through T1) Bank.

/ 11% 1402. knew of Rothstein's fraudulent sch e.¶

1403. actively assisted, and providdd substantial assistance, to Rothstein in his financial exploitation of all of the investor victims of Rothstein's Ponzi scheme, including D3, through fraud by furnishing false bank account statements and wire transfers to investors in order to induce them to invest despite having actual or constructive knowledge that the investments were a Ponzi scheme.

1404. s actions have directly caused iniury and damage to D3.

RE, D3 CAPITAL CLUB, LLC, requests judgment against DEBRA r compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 172XXVID179 - AIDING AND ABETTING FRAUD (against Irene Stay)¶

1405. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1406. This is a claim for aiding and abetting fraud.

. 1407. As described more fully above, the deals in which D3 invest bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and throug 'ank.¶

1408. Stay knew of Rothstein's fraudulent scheme.

1409. Stay actively assisted, and provided substai, mice, to Rothstein in his financial exploitation of all of the investor victims of Roth Ponzi scheme. including D3, through fraud by furnishing false bank account st eCts atd wire transfers to investors in order r S ki to induce them to invest despite having ac were a Ponzi scheme. c structive knowledge that the investments

1410. Stay's actions have th used iniury and damage to D3.

WHEREFORE. D3 CAPITAL CLUB. LLC, requests judgment against IRENE STAY for compensatory damages. proper. r with court costs and such further relief as the Court deems¶

("N( S 1 Nis-) M. :i?,:r AND M r.,evilZir FRAUD (ag¶

14t1. Plaintiff incorporates the allegations contained in paragraphs 1. through 121 as if restated herein.¶

1412. This is a claim for aiding and abetting fraud.

1413. As described more fully above, the deals in which D3 invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.

1414. Levin knew of Rothstein's fraudulent scheme.

1415. Levin actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 through fraud. Levin's assistance included. but was not Sled to, representing that the settlement agreements purchased by investors were rel, that they had been fully funded, and that they would be paid out to investors over a preclet ined schedule.

1416. Levin's actions have directly caused injury and daroNt'to

WHEREFORE. D3 CAPITAL CLUB. LLC. reqicsits judgment against G. LEVIN for compensatory damages, together with deems proper, and such further relief as the Court¶

COUNT 181 - AIDING S \ ABETTING FRAUD (against Preve)¶

1417. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1418. This is a clam for aiding and abetting fraud.

1419. 'bed more fully above, the deals in which O3 invested were bogus and Rothst ling a Ponzi scheme through his firm, RRA, and through TD Bank.

Preve knew of Rothstein's fraudulent scheme.¶

1421. Preve actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 through fraud. Preve's assistance included, but was not limited to, representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule.

1422. Preve's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB. LLC. requests judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 182 - AIDING AND ABETTING FRAUD a ainst Ban on Income Fund LP and Ban on USVI LLC¶

4¶

1423. Plaintiff incorporates the allegations contained in paragraphg 1 th%u: h 121 as if restated herein.

1424. This is a claim for aiding and abetting fraud.

1425. As described more fully above, the deal • 3 invested were bogus and Rothstein was operating a Ponzi scheme through his finn . and through TD Bank.

1426. At all times material hereto, was acting in the scope of his employment as the chief executive officer of Banyon USVI and BM

1427. At all limes material hereto, Preve was acting in the scope of his employment as the chief operating officer or agent of Banvon USVI and BIF.

1428. Banyon USVI and BIF knew of Rothstein's fraudulent scheme.

1429. Bp4pn USVI and BM, through Levin and Prove, actively assisted, and provided substantial ce. to Rothstein in his financial exploitation of D3 through fraud. Banvon USVI'sS3 IF's assistance included, but was not limited to, representing that the settlement agreements purchased by investors were real, that they had been fully funded, and that they would be paid out to investors over a predetermined schedule

1430. Banvon USVI's and B1F's actions have directly caused injury and damage to D3.

WHEREFORE. D3 CAPITAL CLUB. LLC, requests judgment against BANYON INCOME FUND. LP. and BANYON USVI. LLC., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 183 - AIDING AND ABETTING FRAUD (against Michael Szfranski)¶

1431. Plaintiff incorporates the allegations contained in paragraphs 1 121 as if restated herein.

1432. This is a claim for aiding and abetting fraud.

1433. As described more fully above, the dads in invested were bogus and Rothstei w o rai nzi theme throu h W h TD Bank.

1434. Szfranski knew of Roth stein's fraud

1435. Szfranski actively assisted, an v d substantial assistance, to Rothstein in his financial exploitation of D3 through f ski's assistance included, but was not limited to. verifying false bank statement4 7 ocuments.

1436. Szfranski's actions e directly caused injury and damage to D3.

WHEREFORE, DS CAPITAL CLUB, LLC, requests judgment against MICHAEL SZFRANSKI for compensatory damages. together with court costs and such further relief as the x N Court d¶

COUNT 184 - AIDING AND ABETTING FRAUD (against Onyx Capital Management)¶

1437. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1438. This is a claim for aiding and abetting fraud.

Amended Complaint¶

1439. As described more fully above, the deals in which D3 invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.

1440. At all times material hereto, Szfranski was acting in the scope of his employment as president of Onvx.

1441. Onyx knew of Rothstein's fraudulent scheme.

1442. Onyx. through Szfranski. actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 through fraud. Onyx's assistaneeincluded. but was not limited to, verifying false bank statements and deal documents,

1443. Onyx's actions have directly caused iniury ge to D3.

WHEREFORE. O3 CAPITAL CLUB,L ~~ehuests judgment against ONYX CAPITAL MANAGEMENT for compensato together with court costs and such further relief as the Court deems proper.¶

COUNT 185 - AIDING AND ABETTING FRAUD (against Rerouted Spritzer Shechter Sheer, LLP)¶

1444. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1445. Thi for aiding and abetting fraud.

144 cribed more fully above, the deals in which D3 invested were bogus and Rothstehls operating a Ponzi scheme through his firm, RRA, and through TD Bank.¶

1447. Berenfeld knew of Rothstein's fraudulent scheme.

1448. )3erenfeld actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 through fraud. Berenfeld's assistance included, but was not limited to, providing false auditing documents relating to Banvon and RRA. .

1449. Berenfeld's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against BERENFELD SPRITZER SHECHTER SHEER_LLP, for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 186 - CONVERSION (against Scott Rothstein)¶

1450. Plaintiff incorporates the allegations contained in paragraphs totf igh 40-7121 as if restated herein,

1451. This is a claim for conversion

1452. As described more fully above, the deal 't% 3 invested were bogus and Rothstein was operating a Ponzi scheme through s RRA, and through TO Bank. In furtherance of the Ponzi scheme, Rothstein erNd nauthorized dominion and control over the property of O3 when he absconded 3,500.000.00 in funds.

1453. Rothstein's conversion of D3's funds has permanently deprived D3 of its property.

1454. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attpmpts by O3 to make demand upon him for the return of its property would be futile

Rothstein's actions have directly caused injury and damages to O3.¶

WHEREFORE, D3 CAPITAL CLUB. LLC, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper,¶

COUNT WAIXI87 - AIDING AND ABETTING CONVERSION (against Spinosa)¶

1456. Plaintiff incorporates the allegations contained in paragraphs 1 through 44;121 as if restated herein.

1457. This is a claim for aiding and abetting conversion.

1458. As described more fully above, the deals in which D3 invested4e 1:\o s and Rothstein was operating a Ponzi scheme through his firm, RRA, and furtherance of the Ponzi scheme, Rothstein exercised unauthorized the property of D3 when he absconded with 133's $11500.000 ds

1459. Rothstein's conversion of 133's funds ProPerty. ently deprived D3 of its

1460. Based upon Rothstein having uunally II the country after emptying out the trust accounts, any attempts by D3 to make i d uptim him for the return of its property would be futile.

1461. Spinosa actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving D3 of its property by deceiving D3 into turning its property over to stein ander false pretenses.

1462k 's actions have directly caused injury and damages to D3.¶

RE, D3 CAPITAL CLUB, LLC, requests iudgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper,¶

COUNT 1:4OOO/18 - AIDING AND ABETTING CONVERSION (unjust Jennifer Kerstetter)¶

1463. Plaintiff incoporates the allegations contained in paragraphs 1 through 444121 as if restated herein.

1464. This is a claim for aiding and abetting conversion.

1465. As described more fully above, the deals in which D3 investeditvete bo s and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized minion and control over the property of D3 when he absconded with D3's $13.500.000 nds.

"-' 1466. Rothstcin's conversion of D3's funds has permanently deprived D3 of its property.¶

1467. Based upon Rothstein having j7 Pally fled the country after emptying out the trust accounts, any attempts by D3 to make 4' ....31lion him for the return of its property would be futile

< t ) 1468. Kerstetter activC s,isted. and provided substantial assistance. to Rothstein in either temporarily or permanently depriving O3 of its property by deceiving D3 into turning its property over to Rothstein under false pretenses.¶

146RE 14/ 1Censtetter's actions have directly caused injury and damages to D3.¶

EF RE. D3 CAPITAL CLUB. LLC. requests judgment against JENNIFER KERS for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT woais9 - AIDING AND ABETTING CONVERSION (against Roseanne Caretskv)¶

1470. Plaintiff incorporates the allegations contained in paragraphs 1 through -107121 as if restated herein.

1471. As described more fully above. the deals in which D3 Alli s inves b and Rothstein was operating a Ponzi scheme through his firm, RRA, and throug OTD tt

1472. This is a claim for aiding and abetting fraud.

1473. Caretsky knew of Rothstein's fraudulent scheme.

1474. Caretskv actively assisted, and provided subs financial exploitation of D3 through fraud. Caretsky's ncluded, but was not limited to, providing false documentation to D3 that the ounts contained substantial funds when they did not. tance. to Rothstein in his

1475. Caretsky's actions have used iniury and damage to D3.

1476. Caretsky's actions have, v caused injury and damages to D3.

WHEREFORE, D3 CkIT4L CLUB. LLC. requests judgment against ROSEANNE CARETSKY for compel Court deem damages, together with court costs and such further relief as the¶

& -E190 -AIDING AND ABETTING CONVERSION (against TI) Bank. N.A.)¶

lee. . Plaintiff incorporates the allegations contained in paragraphs 1 through 4-07121 as if restated herein.¶

1478. This is a claim for aiding and abetting conversion.

1479. As described more fully above, the deals in which D3 invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of D3 when he absconded with D3's $134500,000.00 in funds.

1480. Rothstein's conversion of D3's funds has permanently depriv of its property.

1481. Based upon Rothstein having initially fled the country after e g out the trust accounts, any attempts by D3 to make demand upon him for the return of its property would be futile.

1482. At all times material hereto Spinosa was acting in the scope of his employment for TD Bank.

1483. At all times material hereto. Kerstrater was acting in the scope of her employment as an assistant manager of TD Bank.

1484. At all times material Caretsky was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.

1485. TI) Bank, `'through its employees while acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving D3 of its property by allowing Rothstein to make unauthorized withdrawals of its funds and by deceiving D3 into turning its property over to Rothstein under false pretenses.

1486. TD Bank's actions have directly caused injury and damages to D3.

WHEREFORE. 133 CAPITAL CLUB, LLC, requests judgment against TD BANK N.A., for compensatory damages, together with court costs and such further relief as the Court deems Proper.¶

COUNT LXXXIII191 - AIDING AND ABETTING CONVERSION (against Debra¶

1487. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as O NS, if restated herein.

1488. This is a claim for aiding and abetting conversion.

1489. As described more fully above, the deals in w1:&h invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of D3 when he absconded with s $13400.000.00 in funds.

1490. Rothstein's conversion ds has permanently deprived 133 of its property.

1491. Based upon Rotligehthaving initially fled the country after emptying out the trust accounts, any attempts by D3 to make demand upon him for the return of its property would be futile.

14924 actively assisted, and provided substantial assistance, to Rothstein in either tqmporarilv or permanently depriving D3 of its property by deceiving D3 into turning its property over to Rothstein under false pretenses.¶

1493. actions have directly caused injury and damages to D3.

WHEREFORE. D3 CAPITAL CLUB, LW. requests judgment against DEBRA¶

for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

1494. Plaintiff incornorates the allegations contained in paragraphs 1 Ihrorlh 41.\11 i as if restated herein.

COUNT 1.-XXXI-V192 - AIDING AND ABETTING CONVERSION (against Irene Stay)¶

1495. This is a claim for aiding and abetting conversion.

1496. As described more fully above, the deals in w Rothstein was operating a Ponzi scheme through his invested were bogus and and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of D3 when he absconded with D3's $13.500,000.00 in funds.

1497. Rothstein's conversion of D3's funds has permanently deprived D3 of its property r

1498. Based upon Rot loin having initially fled the country after emptying out the trust ,, accounts, any attempts by D,349 make demand upon him for the return of its property would be / flfutile.

149 actively assisted, and provided substantial assistance, to Rothstein in either tem permanently depriving D3 of its property by deceiving 1)3 into aniline, its property over to Rothstein tinder false pretenses.¶

1500. Stay's actions have directly caused injury and damages to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against IRENE STAY for compensatory damages, together with court costs and such further relief as the Court deems prover.¶

1501. Plaintiff incorporates the allegations contained in paragraphs 1 th iAlma h \l as it restated herein. )

1502. This is a claim for aiding and abetting conversion. CI

1503. As described more fully above, the deals in w Cinvested were bogus and Rothstein was operating a Ponzi scheme through his and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exerci the property of D3 when he absconded with \thoa rized dominion and control over 000.00 in funds.

1504. Rothstein's conversion 3's funds has permanently deprived D3 of it.1 property.

COUNT 193 - AIDING AND ABETTING CONVERSION ,tst i¶

1505. Jased upon Rothttein baying initially fled the country after emptying out the trust accounts, any attempts by D3 to make demand upon him for the return of its property would be futile. (

1506 actively assisted, and provided substantial assistance, to Rothstein in either tem permanently depriving D3 of its property by representing that the settlement agreements purchased by investors were real, that they had been fully funded, that they would be paid out to investors over a predetermined schedule, and by deceiving 1)3 into turning its property over to Rothstein under false pretenses.¶

1507. Levin's actions have directly caused iniury and damages to D3.

WHEREFORE, D3 CAPITAL CLUB. LLC, requests judgment against¶

LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 194 AIDING AND ABETTING CONVERSION (against Preve)¶

1508. Plaintiff incorporates the allegations contained in paragraphs 1 thro lit ,11 at as if restated herein.

1509. This is a claim for aiding and abetting conversion.

1510. As described more fully above, the deals in w Rothstein was operating a Ponzi scheme through his fitiC invested were bogus and and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of D3 when he absconded with their $13,500,000.00 in funds.

CO¶

1511. Rothstein's conversion of D3's funds has permanently deprived D3 of its property.

1512. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by D3 to make demand upon him for the return of its property would be futile.

temp e 151 e actively assisted, and provided substantial assistance, to Rothstein in either permanently depriving D3 of its property by representing that the settlement agreements purchased by investors were real, that they had been fully funded, that they would be paid out to investors over a predetermined schedule, and by deceiving D3 into turning its property over to Rothstein under false pretenses.¶

1514. Prevc's actions have directly caused injury and damages to D3.

WHEREFORE. D3 CAPITAL CLUB, LLC, requests judgment against MICHAEL SZFRANSKI for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 195 - AIDING AND ABETTING CONVERSION (against Banyon Income Fund, LP, and Banvon USVI, LLC)¶

1515. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein.

1516. This is a claim for aiding and abetting conversion.

1517. As described more fully above, the deals in Rothstein was operating a Ponzi scheme through his invested were bogus and and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercisCunaothorized dominion and control over the property of D3 when he absconded with its $13,500,000.00 in funds.

1518. Rothstein's conversion of D3's funds has permanently deprived D3 of its property.

1519. Based upon Rot eying initially fled the country after emptying out the trust accounts, any attempts bY D3 to make demand upon him for the return of its property would be futile.

1521 I times material hereto, Levin was acting in the scope of his employment as the chief aitive officer of Banvon USVI and BIF,¶

1521. At all times material hereto. Preve was acting in the scope of his employment as the chief operating officer or agent of Banyon USVI and BIF.

1522. Banvon USVI and BIF, through its employees while acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving D3 of its property by representing that the settlement agreements purchased by investors were teal, that they had been fully funded, that they would be paid out to investors over a predetermined schedule, and by deceiving D3 into turning its property over to Rothstein under false pretenses.

1523. Banyon USVI's and BIF's actions have directly caused injury and damages to D3.

WHEREFORE, D3 CAPITAL CLUB. LLC, requests judgment-against BANYON INCOME FUND, LP, and BANYON USVI. LLC., for compensatorVlaages, together with court costs and such further relief as the Court deems proper.¶

COUNT 196 - AIDING AND ABETTING CONVERSION (against Michael Szfranald)¶

1524. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if restated herein

1525. This is a claim for aidin n abetting conversion.

1526. As described more e. the deals in which D3 invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of R3 ghen he absconded with its $13.500.000.00 in funds.

rein's conversion of D3's funds has permanently deprived D3 of its¶

1 8. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by D3 to make demand upon him for the return of their property would be futile.¶

Amended Complaint¶

restated herein. 1531. Plaintiff incorporates the allegations contained in paragraphs 1 through 121 as if -\ \N\¶

1532. This is a claim for aidin naabettitig conversion.

1533. As described more e, the deals in which D3 invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA. and through TD Bank. In furtherance of the Ponzi Rothstein exercised unauthorized dominion and control over / the property of D3 when he absconded with its $13,500,000.00 in funds.

1534. Szfranski actively assisted, and provided substantial assistance, to Rothstein in either temporarily or perma ently depriving D3 of its property by verifying false bank statements and deal documents and by deceiving D3 into turning its property over to Rothstein under false pretenses.

1535. Szfranski's actions have directly caused injury and damages to D3,

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against judgment against MICHAEL SZFRANSKI for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 197 - AIDING AND ABETTI110aNVERSION (against Onyx Capital t)¶

15344 conversion of D3's funds has permanentlydeprived_D3_of its¶

1535. Pased upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by D3 to make demand upon him for the return of their property would be futile.

1536. At all times material hereto, Szfranski was acting in the scone of his employment as president of Onyx.

1537. Onyx, through its employees while acting within the scone of their employment, actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving D3 of its property by verifying false bank statements and deal documents and by deceiving 1)3 into turning its property over to Rothstein under false pretenses.

1538. Onyx's actions have directly caused iniury and damagesED3.

WHEREFORE, D3 CAPITAL CLUB, LIX. requests Ind enti ttinst judgment against ONYX CAPITAL MANAGEMENT for compensatory d Ar4 ) )ether with court costs and such further relief as the Court deems proper.¶

COUNT 198 - AIDING AND ABETTING CONVERSION (against Berenfeld SyrItzer %eater Sheer, LLP)¶

1539. Plaintiff incorporates th ati s' contained in paragraphs 1 through 121 as if restated herein.

-( < 2 1540. This is a claim f aiding and abetting conversion.¶

1541. As described more fully above, the deals in which D3 invested were bogus and Rothstein was raging a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance 'onzi scheme. Rothstein exercised unauthorized dominion and control over the nroges f D3 when he absconded with their $13,500,000.00 in funds.

1542. Rothstein's conversion of D3's funds has permanently deprived D3 of its property.

1543. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by D3 to make demand upon him for the return of its property would be futile.

1544. Berenfeld actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving D3 of its property by providing false auditing documents relating to Banvon and RRA and by deceiving D3 into turning its property over to Rothstein under false pretenses. ("' 1146....1

I 't 3 1545. Berenfeld's actions have directly caused injury and damages to D3.¶

WHEREFORE, D3 CAPITAL CLUB. LLC, requests i ment against BERENFELD SPRIT AER SHECHTER SHEER, LLP, for compensate damages, together with court costs and such further relief as the Court deems proper,¶

COUNT 199 - NE NT SUPERVISION (aa ank N.A.)¶

/ 1546. Plaintiff incomorategihSal, ,000 cations contained in paragraphs I through 407-121 as if restated herein.¶

1547. This is a claim for negligent supervision.

1548. 'bed more fully above. Spinosa. Kerstetter. and Caretsky participated, with actua ctive knowledge, in Rothstein's Ponzi scheme. Spinosa's. Kerstetter's. and Carets lopation included, but was not limited to, providing D3 with false information concerning the amounts deposited in RRA trust accounts and supplying investors with misleading and untrue written assurances concerning the settlement accounts.

Amended Complaint¶

1549. In reliance on Spinosa's, Kerstetter's, and Caretsky's representations, on October 21. 2009, D3 began sending payments to RRA's account at TD Bank. eventually funding a total, of $13,500,000.00.

1550. D3's reliance on Spinosa's, Kerstetter's, and Caretskv's representations was reasonable and justified,

1551. 'ID Bank owed a duty to D3 to ensure that its employees were not actively defrauding depositors by making false representations in order to trickthern into making unsafe deposits into trust accounts that they knew or reasonably should have known were being raided by Rothstein.

1552. TD Bank breached its duties to D3 because it had actual or constructive notice \ • that its assistant manager and assistant vice wesident and branch manager were either fraudulently or negligently participating in a scheme which resulted in the unauthorized raiding of investors' deposits. and acted u amiably by failing to investigate or take corrective action.

1553. As a direct an prox e result of TD Bank's failure to investigate or take corrective action against Spinosa, rstetter, or Caretskv, D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB. LW. requests iudgment against TD BANK N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 140242V200 - FRAUDULENT MISREPRESENTATION (against Scott Rothstein)¶

1554. Plaintiff incorporates the allegations contained in paragraphs 1 through 4447121 as if restated herein.

1555. This is a claim for fraudulent misrepresentations

1556. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. la.)

1557. In furtherance of the Ponzi scheme, Rothstein know ade material false statements and representations. including but not limited to sting that the settlement agreements purchased by investors were real, that the fully funded, and that they would be paid out to investors ova a_predetermined scijedu

1558. Rothstein intended BFMC to act on his knowingly false representations.

1559. BFMC justifiably relied Rothstein's representations to its detriment.

1560. As a direct and It of Rothstein's false statements. BFMC has sustained damages.

WHEREFORE. BPMC INVESTMENT. LIE. requests iudgment against SCOT'{ ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deemtpro¶

Ari cr 1NTI2XX:NAL1201 - FRAUDULENT MISREPRESENTATION (against Spinosa)¶

1561. Plaintiff incorporates the allegations contained in paragraphs 1 through 40;121 as if restated herein.

1562. This is a claim for fraudulent misrepresentation.

1563. As described more fully above. Rothstein was operating a Ponzi scheme through his firm. RRA. and through TD Bank.

1564. In furtherance of the Ponzi scheme. Spinosa knowingly made material false statements and representations including, but not limited to. supplying investors with false bank account statements and misleading and untrue written assurances concerning the seitlement accounts.

1565. Spinosa intended BFMC to act on his knowingly false representations.

1566. BFMC justifiably relied upon Spinosa's representations to its ietriment.

1567. As a direct and proximate result of Sp* alse statements. BFMC has sustained damages.

WHEREFORE. BFMC INVESTMENT. LW. requests judgment against MA. SPINOSA for compensatory damages, o tt ith court costs and such further relief as the Court deems proper.¶

COUNT IneveX7C-VD UDULENT MISREPRESENTATION (against TD Bank, Nita¶

1568. Plaintiff incorporates the allegations contained in paragraphs 1 through 403121 as if restated herein.

1569. TN; is a claim for fraudulent misrepresentation.

1570. At all times material hereto. Spinosa was acting in the scope of his employment as Regional Vice President of TD Bank.

1571. As described more fully above. Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

if restated herein . , r 1576. Plaintiff in itcs the allegations contained in paragraphs 1 through +07121 as¶

1577 is a claim for fraudulent misrepresentation.¶

1572. In furtherance of the Ponzi scheme, TD Bank. through Spinosa. knowingly made material false statements and representations including, but not limited to. supplying investors with false bank account statements and supplying investors with misleading and untrue written assurances concerning the settlement accounts.

1573. TD Bank. through Spinosa. intended BFMC to act on their kn false representations.

e 1574. BFMC justifiably relied upon TD Bank's. through Spi ta' oz€sentations. to their detriment.¶

1575. As a direct and proximate result of TD Ba le' As t through Spinosa's, false statements. BFMC has sustained damages, c

WHEREF0RE. BFMC INVESTMENT. uests judgment against TD BANK N.A., for compensatory damages, together with'court costs and such further relief as the Court 1 deems proper.¶

COUNT UDULENT MISREPRESENTATION (against David Boden)¶

As described more fully above. Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank.¶

1579. In furtherance of the Ponzi scheme. Boden knowingly made material false statements and representations including, but not limited to, making misleading and untrue assurances concerning the settlement agreements and accounts.

1580. Boden intended BFMC to act on his knowingly false representations. 1581. BFMC justifiably relied upon Boden's representations to its detriment. 1582. As a direct and proximate result of Boden's false statements. BFMC has sustained

damages,¶

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment agaiirst4MVID BODEN for compensatory damages. together with court costs and such ief as the Court deems proper.¶

COUNT InY.XXVP'204 - FRAUDULENT MISREPRESENTATION (against Andrew Barnett)¶

1583. Plaintiff incorporates the allegations contained in paragraphs I through 407121 as if restated herein. 1584. This is a claim for fraudulent raisreorengatation. 1585. As described more fully above, Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank 1586. In furtherance of the Ponzi scheme. Barnett knowingly made material false statements and representptions including, but not limited to. supplying BFMC with false information about the identity of the defendant who was purportedly funding the settlement. 1587. Barnett intended BFMC to act on his knowingly false representations. 1588. BFMC iustifiablv relied upon Bamett's representations to its detriment. 1589. As a direct and proximate result of Barnett's false statements. BFMC has sustained damages.

WHEREFORE. BFMC INVESTMENT, LW, requests judgment against ANDREW BARNETT for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT XG20S - NEGLIGENT MISREPRESENTATION (against Spinosa)¶

1590. Plaintiff incorporates the allegations contained in paragraphs 1 tluqpgir 40.7121 as if restated herein.

1591. This is a claim for negligent misrepresentation.

i 1592. As described more fully above, Rothstein was. , . i iis a Ponzi scheme through his firm, RRA, and through TD Bank.¶

1593. In furtherance of the Ponzi scheme... trade material false statements and representations including, but not limited to. supplying investors with false bank account statements and misleading and untrue wrttek assurances concerning the settlement accounts.

1594. When making the false statements and representations. Spinosa either knew or reasonably should have known that they were false.

1595. Spinosa owed BFMC a duty of care because he knew or had reason to know that BFMC was placi t an'confidence in him and relying on him to inform it.

1596 hed_his-duty to BFMC by false epresen intention FMC rely on them.¶

1597. BFMC justifiably relied upon Spinosa's representations to its detriment

1598. As a direct and proximate result of Spinosa's false statements. BFMC has sustained damages.

WHEREFORE. BFMC INVESTMENT. LLC, requests judgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT Xe1206 - NEGLIGENT MISREPRESENTATION (against TD Bank, N.A.)¶

1599. Plaintiff incorporates the allegations contained in paragraphs 1 through 447121 as if restated herein.

0¶

1600. This is a claim for negligent misrepresentation.

C.)¶

1601. At all times material hereto. Spinosa was actin pe of his employment as Regional Vice President of T.D. Bank.

Sits .... 1602. As described more fully above, Rothstein operating a Ponzi scheme through his firm. RRA, and through TD Bank,¶

1603. In furtherance of the Ponzi scheme. TD Bank, through Spinosa. made material false statements and representations. incjuding, but not limited to showing investors false statements of the amounts in RRA trust accounts and providing misleading and untrue written assurances concerning the settlement accounts..

1604. Vielessnaldrie the false statements and representations. TD Bank. through Spinosa or reasonably should have known that they were false.

TD Bank owed BFMC a duty of care because it knew or had reason to know that BFMC was placing trust and confidence in her and relying on it to inform them.¶

1606. TD Bank breached its duty to BFMC by making false representations. through Spinosa, with the intention that BFMC rely on them.

Amended Complaint¶

1607. BI7N1C justifiably relied upon TD Bank's, through Spinosa's, representations to its detriment.

1608. As a direct and proximate result of TD Bank's representations, made through Spinosa. BFMC has sustained damages.

WHEREFORE, BFMC INVESTMENT. LW. requests judgment against TT) BANK, N.A., for compensatory damages, together with court costs and such further relief as the Court deems Droner. ( %s) 1¶

COUNT XG14207 - NEGLIGENT MISREPRESENTATION (against David Boden)¶

1609. Plaintiff incorporates the allegations contain restated herein graphs 1 through 121 as if

1610. This is a claim for negligent misrepresentation.

1611. As described more fully tove. Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD BadC

1612. in furtherance tb Ponzi scheme. Boden knowingly made material false statements and represen including, but not limited to, making misleading and untrue assurances cone 2 the ettlement agreements and accounts.

161 making the false statements and representations. Boden either knew or reasonabl uld have known that they were false,¶

1614. Bodcn owed BFMC a duty of care by affirmatively and voluntarily undertaking to offer BFMC information.

1615. Boden breached his duty to BFMC by making false representations with the intention that BFMC rely on them.

1616. BFMC justifiably relied upon Boden's representations to its detriment. 1617. As a direct and proximate result of Boden's false statements, BF1vIC has sustained

damages.¶

WHEREFORE. BFMC INVESTMENT. LW, requests judgment against DAVID BODEN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 208 - NEGLIGENT MISREPRESENTATION Li (against Andrew Barnett)¶

1618. Plaintiff incorporates the allegations contained idjpar ohs 1 through 403121 as if restated herein. 1619. This is a claim for negligent misreprh ti . 1620. As described more fully abovt, Rothswin was operating a Ponzi scheme through his firm, RRA, and through TD Bank, ti * 1621. In furtherance of theme Barnett made material false statements and representations including, but rws *Led to, supplying BFMC with false information about the identity of the defendant who was purportedly funding the settlement. 1622. '1, making the false statements and representations. Barnett either knew or reasonably aye known that they were false. 1itAkTiamett \ owed BFMC a duty of care by affirmatively and voluntarily undertaking to offer BFMC information. 1624. Barnett breached his duty to BFMC by making false representations with the intention that BFMC rely on them. 1625. BFMC justifiably relied upon Barnett's representations to its detriment.

1619. As a direct and proximate result of Barnett's false statements, BFMC has sustained damages.

WHEREFORE, BFMC INVESTMENT. LLC, requests judgment against ANDREW BARNETT for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT liGH4209 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Spinosa) L¶

1627. Plaintiff incorporates the allegations contained in paragipIts y through 48-7121 as if restated herein.

1628. This is a claim for aiding and abetting breach efidu 'ary duty.

t 1629. Spinosa was aware that as trustee A e attorney trust account where BFMC's purported settlement funds were deposited, i cut N a had fiduciary duties of honesty, lovaltv, and care to BFMC. Spinosa was ar hat as trustee of the attorney trust account containing the funds to which D3 elusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty, and care to BFMC.¶

1630. Spinosa was aware that Rothstein was financially exploiting the investors to their detriment, and ves. ware that Rothstein was breaching his fiduciary obligations to BFMC.

163 osa actively assisted, and provided substantial assistance, to Rothstein in his financial itation of BFMC and his breaches of fiduciary duty.¶

1632. Spinosa's actions have directly caused injury and damage to BFMC.

WHEREFORE. BFMC INVESTMENT, LLC, requests judgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

Regional Vice President of TD Bank. 1635. At all times material hereto. Spinosa was acting in the scope of h i• loynlent as¶

COUNT XGI-V210 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against TI) Bank, N.A.)¶

1633. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

1634. This is a claim for aiding and abetting breach of fiduciary duty.

0 1636. 'I'D Bank was aware that as trustee of the attorney trutacco int where BFMC's purported settlement funds were deposited. Rothstein had r 'a duties of honesty, loyalty, and care to BFMC. TD Bank was also aware that as tritekeer of the attorney trust account containing the funds to which BFMC had an exclusive tight to collect in the near future, Rothstein had fiduciary duties of honesty. loyally, and_care to BFMC.¶

1637. TD Bank was aware t stein was financially exploiting the investors to their detriment, and was aware th was breaching his fiduciary obligations to BFMC.

1638. TD Bank, through itOmPlovees acting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of BFMC and his es of fiduciary duty,

SF16 ank's actions have directly caused injury and damage BFMC ORE, BFMC INVESTMENT. LLC, requests judgment against TD BANK, N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT XCV211 • AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against David Boden)¶

1640. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

1641. This is a claim for aiding and abetting breach of fiduciary duty.

1642. Roden was aware that as trustee of the attorney trust account where j3FMC's purported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC. Boden was also aware that as trustee of the attorney trust account containing the funds to which BFMC had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty. loyalty, and care to BFMC.

1643. Boden was aware that Rothstein was financsa11 tuns the investors to their detriment, and was aware that Rothstein was breaching -.h ry obligations to BFMC.

1644. Boden actively assisted, and pros/ tantial assistance. to Rothstein in his financial exploitation of BFMC and his breach fi uciary duty,

1645. Boden's actions have sed injury and damage to BFMC. 777777

WHEREFORE. BFM NT, LLC. requests judgment against DAVID BODEN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT XCV-1212 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Debra 'Meats)¶

1646. Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.

Amended Complaint¶

1648. was aware that as trustee of the attorney trust account where BFMC's purported settlement funds were deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC. was also aware that as trustee of the attorney trust account containing the funds to which BFMC had an exclusive right to collect in the near future, Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC.

1649. was aware that Rothstein was financially exploiting thain3bstors to their 7 detriment, and was aware that Rothstein was breaching his fiduciary obEgAtiast&BFMC.

1650. actively assisted, and provided substantiaLassis . to Rothstein in his financial exploitation of BFMC and his breaches of fiducia

1651. actions have directly caused in mage to BFMC.

WHEREFORE, BFMC INVESTMENT ^V requests judgment against DEBRA for compensatory damages, th with court costs and such further relief as the Court deems proper.¶

COUNT XG141213 - AIDjNG A113YABETTING BREACH OF FIDUCIARY DUTY against Irene Stay)¶

t 1652. Plaintiff i ip tes the allegations contained in paragraphs I through 12I as if restated herein.¶

16530 is a claim for aiding and abetting breach of fiduciary duty.¶

Stay was aware that as trustee of the attorney trust account where EFMC's purported settlement funds were deposited. Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC. Stay was also aware that as trustee of the attorney trust account containing the funds to which BFMC had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC.¶

1655. Stay was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to BFMC.

1656. Stay actively assisted. and provided substantial assistance, to Rothstein in his financial exploitation of BFMC and his breaches of fiduciary duty.

1657. Stayis actions have directly caused injury and_damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against IRENE STAY for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 214 - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Andrew Barittl¶

N 1658. Plaintiff incorporates the allegatio alined in paragraphs 1 through 121 as if restated herein.¶

1659. This is a claim for aidin abetting breach of fiduciary duty.

1660. Barnett was aw purported settlement funds w de sited, Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC. B was also aware that as trustee of the attorney trust account containing the ftdllls to ch BFMC had an exclusive right to collect in the near future, Rothstein ha ary duties of honesty, loyalty, and care to BFMC. stee of the attorney trust account where BFMC's

Barnett was aware that Rothstein was financially exploiting the investors to their detriment. and was aware that Rothstein was breaching his fiduciary obligations to BFMC.¶

1662. Barnett actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of BFMC and his breaches of fiduciary duty.

1663. Barnett's actions have directly caused injury and damage to BFMC,

WHEREFORE. BFMC INVESTMENT, LW, requests judgment against ANDREW BARNETT for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 215 - BREACH OF FIDUCIARY DUTY (against Scott Rothstein)¶

1664. Plaintiff incorporates the allegations contained in paragraphs I through 147121 as if restated herein. Yy

1665. This is a claim for breach of fiduciary duty.

1666. As trustee of the attorney trust account where B urported settlement funds were deposited. Rothstein had fiduciary duties of alto, and care to BFMC. Additionally, as trustee of the attorney trust account contain g the funds to which BFMC had an exclusive right to collect in the near future. Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC.

1667. Rothstein breached his fiduciary duties by raiding the RRA trust accounts for his personal use.

1668. Rothstein's actions have directly caused iniury and damages to BFMC.

WHEREFORE, BFMC INVESTMENT, LW. requests iudgment against SCOTT ROTHSTEIN for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT XCVM216 - BREACH OF FIDUCIARY DUTY (against TD Bank, N.A.)¶

1669. Plaintiff incorporates the allegations contained in paragraphs 1 through 447121 as if restated herein.

1670. This is a claim for breach of fiduciary duty.

1671. At all times material hereto. Spinosa was acting in the scope of his employment as Regional Vice President of TD Bank.

1672. In Florida. a bank assumes a fiduciary duty with its customer uncle; special circumstances where the bank knows or has reason to know that the customer is placing teust l and confidence in the bank and is relying on the bank to so counsel and inform-lum. Under the f li Y circumstances outlined above, whereby TD Bank knew that BFMC was, g on Spinosa's assurances to BFMC of the precautions in place to prevent impropei=withdrawals from its account, TD Bank was a fiduciary of BFMC and owed BFMC fiduciary duties of honesty, loyalty, and care.

AS S 9 1673. TD Bank breached its fiduciary rough the actions of its employees by either ignoring or actively assisting and substantial assistance to Rothstein in its financial exploitation of BFMC.¶

1674. TD Bank's actio have ' tly caused injury and damage to BFMC.

WHEREFORE. A compensatory 11FMC, 34,.. / TMENT, LLC, requests judgment against TD BANK, N ., for ages. together with court costs and such further relief as the Court dee r .,¶

OUNT XCIX217 • AIDING AND ABETTING FRAUD (against Spinosa)¶

16 5. Plaintiff incorporates the allegations contained in paragraphs 1 through 1-0;121 as if restated herein.¶

1676. This is a claim for aiding and abetting fraud.

I¶

1677. As described mom fully above, the deals in which BFMC invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank,

1678. Spinosa knew of Rothstein's fraudulent scheme.

1679. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of BFMC through fraud. Spinosa's assistance included not limited to. supplying BFMC with false bank account statements and misleaditik4nd untrue written assurances concerning the settlement accounts.

1680. Spinosa's actions have directly caused injury and damage to BFMC.

WHEREFORE. BFMC INVESTMENT, LLC, ent against SPINOSA for compensatory damages, together with god c and such further relief as the Court deems proper,¶

Bank, N.A.) COUNT 6218 - AID S ICBETTING FRAUD¶

1681. Plaintiff incorporat legations contained in paragraphs I through -10-7121 as if restated herein.

1682. This is a c qi, aiding and abetting fraud.

1683. At more fully above, the deals in which Razorback invested were bogus and Rothster tva perating a Ponzi scheme through hisfirm, RRA, and through TD Bank.

At all times material hereto Spinosa was acting in the scone of his employment for TD Batik.¶

1685. TD Bank knew of Rothstein's fraudulent scheme.

1686. TD Bank. through Spinosa, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of BFMC through fraud. TD Bank's assistance

included, but was not limited to, providing false documentation to BFMC that the RRA trust accounts contained substantial funds when they did not and supplying investors with misleading and untrue written assurances concerning the settlement accounts.¶

1687. TD Bank's actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against TD BANK, N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper. C¶

L)¶

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COUNT 61219 • AIDING AND ABETTING FRAUD (against David Boden)¶

1688. Plaintiff incorporates the allegations contained in paragraphs 1 through 40;121 as if restated herein.

1689. This is a claim for aiding and abetting fraud.

1690. As described more fully above, the deals in which BFMC iny ere RUS and Rothstein was operating a Ponzi scheme through his firm. RRA. and tlj gh I ank,

1691. Boden knew of Rothstein's fraudulent scheme.

1692. Roden actively assisted. and provided substan financial exploitation of BFMC through fraud. Boden's to, making assurances to BFMC that there were safeguards r lace to protect its deposits, all the time knowing that no such safeguards existed, tance, to Rothstein in his ncludecl. but was not limited

1693. Boden's actions have direqg auseil injury and damage to BFMC.

WHEREFORE. BFMC RN SfA4ENT, LLC, requests judgment against DAVID BIDDEN for compensatory dal ./ together with court costs and such further relief as the Court deems proper.¶

if Debra tiff incorporates the allegations contained in paragraphs 1 through -107121 as erein.¶

AND ABETTING FRAUD¶

1695. This is a claim for aiding and abetting fraud.

1696. As described more fully above. the deals in which BFMC invested were bogus and Rothstein was operating a Pont scheme through his firm. RRA. and through TD Bank.

1697. knew of Rothstein's fraudulent scheme.

1698. actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of all of the investor victims of Rothstein's Ponzi scheme, including BFMC. through fraud by furnishing false bank account statements and wire transfers to • vestors in order to induce them to invest despite having actual or constructive know at the investments were a Ponzi scheme.

1699. actions have directly caused injury and dama BFMd.

SiiW REFORE. BFMC INVESTMENT. LLC. regu 'ud merit against DEBRA for compensatory damages. together with co Court deems proper. such further relief as the¶

COUNT GHT22 (against ETTING FRAUD¶

1700. Plaintiff incorporates the contained in paragraphs 1 through 40;121 as if restated herein.

1701. This is a claim f g and abetting fraud.

1702. As described more fully above, the deals in which BFMC invested were bogus and Rothstein was aperatinrt a Ponzi scheme through his firm. RRA. and through TD Bank.

1703 knew of Rothstein's fraudulent scheme.¶

Stay actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of all of the investor victims of Rothstein's Ponzi scheme, including BFMC. through fraud by furnishing false bank account statements and wire transfers to investors in order to induce them to invest despite having actual or constructive knowledge that the investments were a Ponzi scheme.¶

1705. Stay's actions have directly caused iniury and damage to BFMC,

WHEREFORE. BFMC INVESTMENT. LLC, requests judgment against IRENE STAY for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT 222 - AIDING AND ABETTING FRAUD (against Andrew Barnett)¶

1706. Plaintiff incorporates the allegations contained in paragraph restated herein. ACL 121 as if

1707. This is a claim for aiding and abetting fraud.

1708. As described more fully above, the deal cFMC invested were bogus and Rothstein was operating a Ponzi scheme through his finn, RRA, and through TD Bank.

1709. Barnett knew of Rothstein's ulent scheme.

1710. Barnett actively assisted provided substantial assistance, to Rothstein in his financial exploitation of all of victims of Rothstein's Ponzi scheme, including BFMC. through fraud. Bamett's assistance included, but was not limited to, supplying BFMC with false information about the identity of the defendant who was purportedly funding the settlement despite having actual or constructive knowledge that the settlements were part of a Ponzi schemu

letBamett's actions have directly caused iniury and damage to BFMC. EFORE, BFMC INVESTMENT, LW, requests iudgment against ANDREW BARNEY!' for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT GIV223 - CONVERSION (against Scott Rothstein)¶

1712. Plaintiff incorporates the allegations contained in paragraphs 1 through 4W121 as if restated herein.

1713. This is a claim for conversion.

1714. As described more fully above, the deals in which BFMC inv °ens and Rothstein was operating a Ponzi scheme through his firm, RRA, and furtherance of the Ponzi scheme. Rothstein exercised unauthorized the property of BFMC when he absconded with BFMC's $2.4 in funds. Bank. In and control over

1715. Rothstein's conversion of BFMC's fund\ property. entiv deprived BFMC of its

"(Citv 1716. Rased upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by BFMC to make demand upon him for the return of its property would be futile.¶

1717. Rothstein's actions ha directly caused injury and damages to BFMC,

WHEREFORE, BFIVIC INVESTMENT. LW, requests judgment against SCOTT ROTHSTEIN fg nnenstory damages, together with court costs and such further relief as the Court d m¶

COUNT GV224 - AIDING &BETTING CONVERSION (against Spinosa)¶

1718. Plaintiff incorporates the allegations contained in paragraphs 1 through 4437121 as if restated herein.

1719. This is a claim for aiding and abetting conversion.

1720. As described more fully above, the deals in which BFMC invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of BFMC when he absconded with D3's $2.400.000.00 in funds,

1721. Rothstein's conversion of BFMC's funds has permanently deprived BPMC of its property.

....... 1722. Based upon Rothstein having initially fled the country er e vmg out the trust accounts, any attempts by BFMC to make demand upon him for f its property would be futile.¶

1723. $pinosa actively assisted, and provided Gat assistance, to Rothstein in either temporarily or permanently depriving B il4 its property by deceiving BFMC into turning its property over to Rothstein and false pretenses.

1724. Spinosa's actions hay used iniury and damages to BFMC.

WHEREFORE. BFM NT. LLC. requests judgment against A. SPINOSA for compensatory dam. ges, together with court costs and such further relief as the Court deems proper.-¶

COUNT 0225 - AIDING AND ABETTING CONVERSION (against T1) Bank, N.A.)¶

Plaintiff incorporates the allegations contained in paragraphs 1 through 407121 as if restated herein.¶

1726. This is a claim for aiding and abetting conversion.

1727. As described more fully above, the deals in which BFMC invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TO Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of BFMC when he absconded with BFMC 52.400.000.00 in funds.

1728. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

1729. Based upon Rothstein having initially fled the country after emplynitout trust accounts, any attempts by BFMC to make demand upon him for the return t fitsproperty would be futile.

1730. At all times material hereto Spinosa was acting of his employment for TD Bank.

1731. employment, 4\ TD Bank. through its employees wiu a 'nig within the scope of their actively assisted. and provided • 1 assistance, to Rothstein in either temporarily or permanently depriving BFMC property by allowing Rothstein to make unauthorized withdrawals of its funds and by deceiving BFMC into turning its property over to Rothstein under false pretenses.

1732. TD Bank's actions have directly caused injury and damages to BFMC.

WHEREFORE. BFMC INVESTMENT, requests judgment against TD BANK N.A., for compensatory -damages, together with court costs and such further relief as the Court deems proper.¶

COUNT CVII226 - AIDING AND ABETTING CONVERSION (against David Boden)¶

1733. Plaintiff incorporates the allegations contained in paragraphs I through 4O7121 as if restated herein.

1734. This is a claim for aiding and abetting conversion.

1735. As described more fully above, the deals in which BFMC invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of D3 when he absconded with BFMC's $2,400,000.00 in funds.

1736. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

1737. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by BFMC to make demand upon him for the return of its property would be futile.

1738. Boden actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving BFMC of dt ' sronerty, by deceiving BFMC into turning its property over to Rothstein under false pret Ses.

1739. Boden's actions have caused injury and damages to BFMC.

WHEREFORE, BFMI NT, LW, requests judgment against DAVID BODEN for compensatory dams es, together with court costs and such further relief as the Court deems proper.¶

COISICVI11227 - AIDING AND ABE G CONVERSIO (against Debra¶

Plaintiff incorporates the allegations contained in paragraphs I through 4W121 as if restated herein.¶

1741. This is a claim for aiding and abetting conversion.

1742. As described more fully above, the deals in which BFMC invested were bogus and Rothstein was operating a Ponzi scheme through his Finn, RRA, and through 'ID Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of D3 when he absconded with BFMC's $2,400.000.00 in funds.

1743. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

1744. Based upon Rothstein_having initially fled_tfte country after emptyinfoutihe trust - ' accounts, any attempts by BFMC to make demand upon him for the return of its nerty would Sl iile L

1745. actively assisted, and provided substantialiss stance, to Rothstein in either temporarily or permanently depriving BFMC of ,.'i ") proy by deceiving BFMC into nsr\ turning its property over to Rothstein under false prete

1746. actions have directly c used Injury and damages to BFMC. ..,,

1747. WHEREFORE, BFMC INV NT. LW. requests judgment against DEBRA for compensatory damtf, e1Rer with court costs and such further relief as the Court deems proper.

COUNT CIX228liIDING AND ABETTING CONVERSION (against Andrew-Battnettlrene Stay)¶

1748. POlticr eincorporates the allegations contained in paragraphs I through 4W121 as restated

This is a claim for aiding and abetting conversion.¶

1750. As described more fully above, the deals in which BFMC invested were bogus and Rothstein was operating a Ponzi scheme through his firm. RRA, and through TD Bank. In furtherance of the Ponzi scheme. Rothstein exercised unauthorized dominion and control over the property of D3 when he absconded with BFMC's $2,400,000.00 in funds.

1751. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

1752. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by BFMC to make demand upon him for the return of its property would be futile.

n atall"- 1753. Stay actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving BFMC of its property by deceiving BFMC into turning its property over to Rothstein under false pretenses.¶

1754. Stay's actions have directly caused injury ancidanntges to BFMC.

1755. WHEREFORE. BFMC INVESTMENT. ILC, requests judgment against IRENE STAY for compensatory damages, together with eqpc.o sts and such further relief as the Court deems proper.

1756. Plaintiff incorpo restated herein, e allegations contained in paragraphs 1 through 121 as if

1757. a claim for aiding and abetting conversion.

COUNT 229 - AI 'QM ABETTING CONVERSION ;first Andrew Barnett}¶

1758 escribed more fully above, the deals in which BFMC invested were bogus and Rot tlwas operating a Ponzi scheme through his firm. RRA. and through TD Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of BFMC when he absconded with BFMC's $2,400,000.00 in funds.¶

1759. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

1760. Based upon Rothstein having initially fled the country after emptying out the trust accounts. any attempts by BFMC to make demand upon him for the return of its property would be futile.

1761. Barnett actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving BFMC of its property by deceivin Th'MC into Ass ⁷ turning its property over to Rothstein under false pretenses.

1762. flarnett's actions have directly caused injury and damag tb BPMC.

WHEREFORE, BFMC INVESTMENT. LLC, requests itt against ANDREW BARNS I' for compensatory damages, together with cou 'S" c o) such further relief as the Court deems proper.¶

COUNT GX230 - NEGLI UPERVISION (against TO Rants N.A.)¶

1763. Plaintiff incorporates the go ;Contained in paragraphs I through 443121 as if restated herein.

1764. This is a claim f ligent supervision.

1765. As descri fully above. Spinosa participated, with actual or constructive knowledge, in in's Ponzi scheme. Spinosa's participation included, but was not limited to, providing_ BAC with false information concerning the amounts deposited in RRA trust accounts and supplying investors with misleading and untrue written assurances concerning the settlement accounts.

1766. In reliance on Spinosa's representations, on October 15, 2009. BFMC wired $2,400,000.00 to RRA's TD Bank account.

1767. BFMC's reliance on Spinosa's representations was reasonable and justified.

1768. TD Bank owed a duty to BFMC to ensure that its employees were not actively defrauding depositors by making false representations in order to trick them into making unsafe deposits into trust accounts that they knew or reasonably should have known were being raided by Rothstein.

1769. TD Bank breached its duties to BFMC because it had actual or constructive notice that its assistant manager and assistant vice president and branch manager were either fraudulently or negligently participating in a scheme which resulted • &authorized raiding of investors' deposits, and acted unreasonably by failing to investigate or talre corrective action,

1770. As a direct and proximate result of TD corrective action against Spinosa, BFMC has sustained d a, 7 to investigate or take

WHEREFORE. BFMC INVESTM N.A., fur compensatory damages. togethe a% deems proper. 4 ..." uests judgment against TD BANK costs and such further relief as the Court¶

C014 1- CIVIL CONSPIRACY (against Scott Rothstein)¶

1771. Plaintiffs in te the allegations contained in paragraphs 1 through 4-07121 as if restated herein

1772. 3is a claim for civil conspiracy.

1773. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretslcy, Roden, M. Barnett. Stay. Preve. and-Szfranski, Levin. TD Bank, Onyx, Banvon USVI. BIF, and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme, In doing so. Rothstein acted with full knowledge and awareness that the activities of his and the other co-conspirators were designed to give the false impression of the existence of legitimate

investment opportunities when in fact the investments were no more than his own blatant fabrications.¶

1774. Rothstein, Spinosa Kerstetter. Caretsky, Boden, MN, Barnett. Stav. Preve, and-,Szfranski, Levin, TD Bank, Onyx, Banvon USVI, DIP, and Bercnfeld acted in their respective roles, as described supra, according to a predetermined and commonly un d and accepted plan of action all for the purpose of obtaining substantial funds from investors, including Plaintiffs.

1775. The overt acts of Rothstein, Spinosa, Kerstett, Boden. 13amett, Stay, Prey°, and-Szfranski, Levin, TD Bank, On SW. BIF, and Berenfeld were contrary to law, as stated above.

1776. There was a meeting of the een and among Rothstein, Spinosa. Kerstetter, Caretskv. Boden, =, Barne, ve, Szfranski. Levin, TD Bank. Onyx, Banvon USVI. MP, and Berenfeld, o individuals and entities, both known and unknown. to commit the unlawful acts all he '2 This conspiracy to commit these unlawful overt acts proximately caused and c2ntinue cause Plaintiffs damages.

1777. Rothstein and his co-conspirators' conduct has directly caused iniury and damage to Plaintiffs

w RAZORBACK FUNDING. LLC;; D3 CAPITAL CLUB. LLC-: BFMC INVESTMENT, LLC-: LINDA VON ALLMEN; as Trustee of the VQN ALLMEN DYNASTY TRUST-LD&L PARTNERS. LP-: DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request iudgment against SCOTT¶

ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT CX1I232 - CIVIL CONSPIRACY (against TD Bank, N.A.)¶

1778. Plaintiffs incorporate the allegations contained in paragraphs 1 through 447121 as if restated herein.

1779. This is a claim for civil conspiracy.

1780. At all times material hereto. Spinosa was acting in the scope of his employment as Regional Vice President of T.D. Bank.

1781. Ai all times material hereto, Kerstetter was acting in the scope of her employment as an assistant manager of T.D. Bank.

1782. At all times material hereto. Caretsky was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.

1783. As described mom_fUllv above, TD Bank, acting through its employees, and Rothstein, Baden, M, Barnett, end-Stay. Preve. Szfranski, Levin. Onyx, Banvon USVI, RIF, and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so. TD Bank acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments were no more than blatant fabrications by Rothstein.

1784. TD, through its employees, and Rothstein. Boden, Barnett, end-Stay, Preve, Szfranski, Levin, Onyx. Banvon USVI, BIF, and Berenfeld acted in their respective roles,

as described supra, according to a predetermined and commonly understood and accepted plan of action all for the purpose of obtaining substantial funds from investors, including Plaintiffs,¶

1785. The overt acts of TD Bank. Rothstein. Spinosa, Kerstetter. Caretsky. Boden, la Barnett, Stay. Preve, Szfranski, Levin. Onyx, Banvon USVI. BIF. and Neve were contrary to law, as stated above.

1786. There was a meeting of the minds between and among TD Bank. through its employees, and—Rothstein. Roden, Barnett. Stay. Preve. Szfranski, Levin. Onyx, Banvon USVI. BIF. and Berenfeld, and other individuals and entities, boftrknown and unknown, c to commit the unlawful acts alleged herein. This conspiracy to com it these unlawful overt acts proximately caused and continues to cause Plaintiffs datna,ges)0-2

1787. TD Bank's and its co-conspirators' duct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBA *IN G, LLC-; D3 CAPITAL CLUB, LL,Cv• BFMC -4... INVESTEMEWINVES LINDA VON ALLMEN- as Trustee of the VON ALLMEN DYNASTY U • L PARTNERS, LPT: DAVID VON ALLMEN, as Trustee of the DAVID VONAALL N LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request iudgment against TD BANK, N.A., for compensatory damages, together with courtsosts and such further relief as the Court deems proper.¶

COUNT OkH12.33 - CIVIL CONSPIRACY (against Spinosal¶

1788. Plaintiffs incorporate the allegations contained in paragraphs 1 through 447121 as if restated herein.

1789. This is a claim for civil conspiracy.

1790. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretsky, Roden, M, Barnett, Stay. Preve, and-Szfranski. Levin. TD Bank, Onyx. Banyon USVI, BW. and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme, In doing so. Spinosa acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments w no moie than blatant fabrications by Rothstein.

1791. Rothstein. Spinosa, Kerstetter. Caretsky, Roden, ViUegas, Barnett, Stay, Preve, and—Szfranski, Levin. TD Bank, Onyx. Banyon USW& B . and Berenfeld acted in their respective roles, as described supra. according tp a prektermined and commonly understood and accepted plan of action all for the purgose of obtaining substantial funds from investors, including Plaintiffs.

1792. The overt acts f Ro Spinosa. Kerstetter. Caretsky, Boden, Barnett. Stay. Preve. and-Szfran&TL Levin. TD Bank. Onyx. Banyon USVI, BW, and Berenfeld were contrary to law._ as staled above.

1793. -There pas a meeting of the minds between and among Rothstein. Spinosa, Kerstetter. Catetsky, Boden, M, Barnett, Stay, Preve, Szfranski, Levin, TD Bank. Onyx, Banyon USVI. BM, and Berenfeld, and other individuals and entities, both known and unknown, to commit the unlawful-acts alleged herein. This conspiracy to commit these unlawful overt acts proximately caused and continues to cause Plaintiffs damages.

1794. Spinosa's and his co-conspirators' conduct has directly caused iniury and damage to Plaintiffs.

WHEREFORE. RAZORBACK FUNDING, LLC:: D3 CAPITAL CLUB, LLCi• BFMC 1144LES-WsMBN-TINVESTMENT, LLC-: LINM VON ALLMEN; as Trustee of the VON ALLMEN DYNASTY TRUST:: D&L PARTNERS. LPT; DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request inclement against SPINOSA for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT GNIV234 - CONSPIRACY (against Jennife ejstettcrj¶

1795. Plaintiffs incorporate the allegations contained in paragraphs I through 4447121 as if restated herein.

1796. This is a claim for vil conspiracy.

1797. As described me fully above. Rothstein, Spinosa. Kerstetter, Caretskv. Roden, Barnett. Stay. and-Szfranski. Levin, TD Bank, Onyx, Banvon USVI. BIF, and Berenfeld know' acted in concert to market and implement the illegal Ponzi scheme. In doing so. K e acted with full knowledge and awareness that the activities of Rothstein and the otl tem\conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments were no mom than blatant fabrications by Rothstein.

1798. Rothstein. Spinosa, Kerstetter. Caretskv, Baden, a, Barnett, Stay, Preve and—.Szfranski, Levin. TD Bank, Onyx. Banyan USVI, BIF, and Berenfeld acted in their

ALLMEN DYNASTY TR WHEREFORE RA LLC;; D3 CAPITAL CLUB, LLC-; BFMC INVES-TEMENTINV : LINDA VON ALLMEN- as Trustee of the VON St;D&L PARTNERS. LP?: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against JENNIFER. KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

Amended Complaint¶

respective roles, as described above supra, according to a predetermined and commonly understood and accepted plan of action all for the purpose of obtaining substantial funds from investors. including Plaintiffs.¶

1799. The overt acts of Rothstein. Spinosa. Kerstetter. Caretskv, Boden. Barnett. Stay. Preve. end-Szfranski, Levin. TD Bank, Onyx, Banyon USVI, BIF, and Bevnfeld l were contrary to law, as stated above. %,

1800. There was a meeting of the minds between and among Rothstein. Spinosa, Kerstetter, Caretskv, Boden. M, Barnett, Stay, Preve, S7franslci, Levin. TD Bank. Onyx, Banvon USVI. BIF. and Berenfeld. and other individuals I d entities, both known and unknown to commit the unlawful acts alleged herein. This con v to commit these unlawful overt acts proximately caused and continues to cause Plai

1801. Kerstetter's and her co ' conduct has directly caused injury and damage to Plaintiffs.

COUNT CXV235 - CIVIL CONSPIRACY (against Roseanne Caretskv)¶

fabrications by Rothstein. 1804. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretskv, Roden, a, Barnett, Stay, Preve, and-Szfranski, Levin. TD Bank. Onyx, Banvon Sri, and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so. Caretskv acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false imprlssion of the existence of legitimate investment opportunities when in fact the investments 'Acre no more than blatant r¶

1805. Rothstein. Spinosa. Kerstetter, and Szfranski, Levin, TD Bank. Onyx respective roles, as described supra,t o accepted plan of action all f including Plaintiffs. /S9 oden, Barnett. Stay. Preve, SW. RIF. and Berenfeld acted in their a predetermined and commonly understood and se of obtaining substantial funds from investors,

1806. The overt acts of Rothstein, Spinosa. Kerstetter. Caretsky. Boden. Barnett Sta ve atal-Szfranski. Levin, TD Bank, Onyx, Banyon USVI, BIF. and Berenfeld as sta ed above.

1807. Plaintiffs incorporate the allegations contained in paragraphs 1 through 447121 as if restated herein.

1808. This is a claim for civil conspiracy.

1:'c There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter. Caretsky. Boden, . Barnett, Stay. Prove, Szfranski, Levin, TD Bank, Onyx, Banyon USVI, BIF, and Berenfeld, and other individuals and entities, both known and unknown¶

to commit the unlawful acts alleged herein. Tis conspiracy to commit these unlawful overt acts proximately caused and continues to cause Plaintiffs damages.¶

1808. Caretskv's and her co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

11 WHEREFORE. RAZORBACK FUNDING LIE-. CAPITAL CLUB FMC INV-ESTEMENTINVESTMENT. LLC;; LINDA VON ALLMEN; as Trusteed the VON as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON rustee of the ANN VON ALLMEN LIVING TRUST: and KRETS uest judgment against ROSEANNE CARETSKY for compensatory damages 'th court costs and such further relief as the Court deems proper.¶

COUNT cx-stail§tm CONSPIRACY (aest David Baden)¶

1809. Plaintiffs incorporat negations contained in paragraphs 1 through 40-7121 as if restated herein,

1810. This is a claim for civil conspiracy.

1811. Ak(dsibeeMore fully above, Rothstein, Spinosa, Kerstetter, Caretsky, Roden, tay. Prove, and-Szfranski. Levin. TI) Bank, Onyx, Banyon USVI, BIF, and Berenfelr ngly acted in concert to market and implement the illegal Ponzi scheme. In r• doing so. Roden acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments were no more than blatant fabrications by Rothstein.

1812. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, [REDACTED], Barnett, Stay, Preve, and Szfranski, Levin, TD Bank, Onyx, Banyon USVI, BIF, and Berenfeld acted in their respective roles, as described supra, according to a predetermined and commonly understood and accepted plan of action all for the purpose of obtaining substantial funds from investors, including Plaintiffs.

1813. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, [REDACTED], Barnett, Stay, Preve, and Szfranski, Levin, TD Bank, Onyx, Banyon USVI, BIF, and Berenfeld were contrary to law, as stated above.

1814. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretsky, Boden, [REDACTED], Barnett, Stay, Preve, Szfranski, Levin, TD Bank, Onyx, Banyon USVI, BIF, and Berenfeld, and other individuals and entities, both known and unknown, to commit the unlawful acts alleged herein. This conspiracy to commit these unlawful overt acts proximately caused and continues to cause Plaintiffs damages.

1815. Boden's and his co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING, LLC; D3 CAPITAL CLUB, LLC; BFMC INVESTMENT INVESTMENT, LLC; LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST; and [REDACTED] KRETSCHMAR request judgment against DAVID BODEN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT CXVII237 CIVIL CONSPI (against Deb¶

1816. Plaintiffs incorporate the allegations contained in paragraphs 1 through 403121 as if restated herein.

1817. This is a claim for civil conspiracy.

ME, Barnett. Stay. Prove, and-Szfranski, Levin. TD Bank. Onyx. B I. BIF, and 1818. As described more fully above. Rothstein. Spinosa, Kerstetter. a% ky, oden, ae Berenfeld knowingly acted in concert to market and implement the egal Ponzi scheme. In doing so, acted with full knowledge and awareness ivities of Rothstein and the other co-conspirators were designed to give the ssion of the existence of legitimate investment opportunities when in fact.tS vd9ttnents were no more than blatant fabrications by Rothstein, ..,",¶

1819. Rothstein. Spinosa. Ke C tsky. Boden, Barnett. Stay, Preve and—Szfranski, Levin, TD Bank. anvon USVI, BIF, and Berenfeld acted in their respective roles, as described supra, according to a predetermined and commonly understood and accepted plan of action r the purpose of obtaining substantial funds from investors, including Plainti

18 t overt acts of Rothstein, Spinosa, Kerstetter, Caretskv, Boden. Dame 'reve and-Szfranski, Levin, TD Bank, Onyx, Banvon USVL BIF. and Berenfeld were contrary to law, as stated above.¶

1821. There was a meeting of the minds between and among Rothstein. Spinosa, Kerstetter, Caretskv, Boden, M, Barnett, Stay, Preve. Szfranski, Levin, TD Bank, Onyx, Banyan USV1, BIF, and Berenfeld, and other individuals and entities, both known and unknown, to commit the unlawful acts alleged herein. This conspiracy to commit these unlawful overt acts proximately caused and continues to cause Plaintiffs damages.

1822. and her co-conspirators' conduct has directly caused injury and damace to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING. LLC;: D3 CAPITAL CLUB, LLC-• BFMC INV-BST-EMENTINVESTMENT, LLG: LINDA VON as Tmstee of VON ALLMEN DYNASTY TRUST;: D&L PARTNERS, LP:: DAVID VO, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALlaE rustee of the ANN VON ALLMEN LIVING TRUST: and DEBRA request judgment against for compensatory damages court costs and such further relief as the Court deems proper.¶

COUNT aW111.238- VIL CONSPIRACY (=dust Andrew Barnettj¶

1823. Plaintiffs incorpora N.4ations contained in paragraphs 1 through 40-7121 as if restated herein.

1824. This is a claim Or civil conspiracy.

1825. ksCscribei more fully above. Rothstein. Spinosa. Kerstetter. Caretsky, Boden, M, Barnett, Stay, Prove, and-Szfranski, Levin. TD Bank. Onyx. Banvon USVI, BIF. and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so, acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments were no more than blatant fabrications by Rothstein.

1826. Rothstein. Spinosa, Kerstetter, Carctskv. Boden, M, Barnett. Stay, Preve, and—Szfranski, Levin, TD Bank, Onyx, Banvon USVI, MR and Berenfeld acted in their respective roles, as described supra. according to a predetermined and commonly understood and accepted plan of action all for the purpose of obtaining substantial funds from ipvestors, including Plaintiffs.

1827. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, la Barnett, Stay. Preve, and-Szfranski. Levin. TD Bank. Onyx. Banvon USVI, BIF, and Berenfeld were contrary to law, as stated above.

1828. There was a meeting of the minds betweett alt ainong Rothstein, Spinosa Kerstetter. Caretskv, Boden. Barnett, Stay Xr 4nski, Levin, TD Bank, Onyx, Banyon USVI. BW. and Berenfeld, and other i i u and entities, both known and unknown, jo commit the unlawful acts alleged herein nspiracy to commit these unlawful overt acts proximately caused and continues to s tiffs damages.

1829. J3arnett's and hi e rators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFO'.- RBACK INC D3 CAPITAL CLUB C-: BFMC TMENT -: LINDA VON ALLMEN- as Trustee of the VON AL T TY TR ;; D&L PARTNERS, LP;; DAVID VON ALLMEN, as Trustee of the DA VON ALLMEN LIVIN UST' VON ALLMEN as Trustee of the A VON ALLMEN LIVING TRUST; and KRETSCHMAR request judgment against ANDREW BARNEIT for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

COUNT QiI;c239 - CIVIL CONSPIRACY (against Preve)¶

1830. Plaintiffs incorporate the allegations contained in paragraphs 1 through 444121 as jf restated herein. , • I

1831. This is a claim for civil conspiracy.

1832. As described more fully above, Rothstein. SpitieenSvi sat Kerstetter, Caretsky, Boden, Barrett, Stay, Preve, tanl-Szfranski. Levin k. Onyx, Banvon USVI, RIF, and Berenfeld knowingly acted in concert to implement the illegal Ponzi scheme. In doing so, Preve acted with full knowAe end awareness that the activities of Rothstein and the other co-conspirators w Nde, amd to give the false impression of the existence of legitimate investment opporaties when in fact the investments were no more than V blatant fabrications by Rothstein.

1833. Rothstein. SPKt pi osa. Kerstetter. Caretskv. Boden. M, Barnett. Stay, Preve, and-Szfranski, Le Bank. Onyx, Banyon USVI, BM, and Berenfeld acted in their respective roles, sena, according to a predetermined and commonly understood and accepted t I e o ett on all for the Pumose of obtaining substantial funds from investors, includinr tiffs,

\ ;14/,, 1834. The overt acts of Rothstein, SpitwaaSpinosa, Kerstetter, Caretskv. Boden, a, Barnett. Stay. Preve, atitl-Szfranski, Levin, TD Bank. Onyx. Banyon USVI, BIP, and Berenfeld were contrary to law, as stated above.¶

1835. Them was a meeting of the minds between and among Rothstein, 8pinezaSpinosa, Kerstetter, Caretsky, Boden, M, Barnett, Stay. Preve, Szfranslci, Levin, TD Bank. Onyx. Banvon USVI, BIF, and Berenfeld, and other individuals and entities, both la-town and unknown, to commit the unlawful acts alleged herein. This conspiracy to commit _ these unlawful overt acts proximately caused and continues to cause Plaintiffs damaget—\.,

il 7¶

1836. Preve's and his co-conspirators' conduct has directly caused ininry and damage to Plaintiffs.

WHEREFORE RAZORBACK FUNDING LLC-: D3 CAM' CLUB, LLCT. BFMC INNT5S-TEMEN4INVESTMENT, LI-Cf, LINDA VON ALIAS%) as Trustee of the VON -"•\ ALLMEN DYNASTY TRUST,. D&L PARTNERS. LP,: DAVID VON ALLMEN, as Trustee of N\ the DAVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against PREVE for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 240 - CIVIL CONSPIRACY against Irene Stay)¶

1837. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

1838. This is a claim for civil conspiracy.

1839. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretslcy, Boden, M, Barnett. Stay. Preve. Szfranski, Levin. TD Bank. Onyx, Banvon USVI. BE and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so, Stay acted with MI knowledge and awareness that the activities of Rothstein and the

other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments were no more than blatant fabrications by Rothstein¶

1840. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Emmett. n Sta Preve, Szfranski. Levin, TD Bank. Onyx. Banyon USVI. BIF. and Berenfeld acted in r the roles, as described supra, according to a predetermined and commonly unde d accepted plan of action all for the purpose of obtaining substantial funds fritt )ors. including Plaintiffs. -

1841. The overt acts of Rothstein. Spinosa, ICe i 7 tslcy. Boden, Barnett, Stay. Preve, Szfranski, Levin, TD Bank, Ons SVI, BIF. and Berenfeld were contrary to law. as stated above.

1842. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretskv.Boden, Villeg . Bart, Stay. Preve, Szfranski, Levin. TD Bank, Onyx, .A. Banyon USW, BIT, and Bere it d. er individuals and entities, both known and unknown, to commit the unlawful a a leg erein. This conspiracy to commit these unlawful overt acts proximately caused and continues to cause Plaintiffs damages.

1843. Stu's mid her co-conspirators' conduct has directly caused injury and damage to Plaintiffs. 14/ 1Iii,,,j

WHEREFORE. RAZORBACK FUNDING. LLC: D3 CAPITAL CLUB. LW: BFMC INVESTMENT. LW: LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST: D&L PARTNERS. LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN¶

LIVING TRUST; and KRETSCHMAR reauest judgment against IRENE STAY for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 241 - CIVIL CONSPIRACY (against Michael Szfranski)¶

1844. Plaintiffs incorporate the allegations contained in paragraphs 1 Litt l es if restated herein.

1845. This is a claim for civil conspiracy.

CO¶

1846. As described more fully above, Rothstein, Spi rstetter, Caretskv. Baden, Barnett. Stay, Preve, Szfranski, Levin. TD AS 400in . Banyon USVI, INF. and Berenfeld knowingly acted in concert to market picrnp ent the illegal Ponzi scheme. In doing so. Szfranski acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when_ in fact the investments were no more than blatant fabrications by Rothstein.

1847. Rothstein, $pincisa, Kerstetter. Caretsky. Roden, , Barnett,. Stay. Preve, Szfranski, LevuV Bank, Onyx, Banyon USVI, BIF, and Berenfeld acted in their respective roles, as dese sum. according to a predetermined and commonly understood and accepted plan dfant in all for the pumose of obtaining substantial funds from investors, including Plaintiffs.

1848. The overt acts of Rothstein. Spinosa, Kerstetter. Caretsky, Bolen. Villegas, Bamett, Stay, Preve, Szfranski, Levin, TD Bank, Onyx. Banvon USVI, BIF, and Berenfeld were contrary to law, as stated above.

Court deems proper. WHEREFORE. RAZORBACK FUNDING. LLC; D3 CAPITAL CLUB. LW; BFMC INVESTMENT. LLC; LINDA VON ALLMEN as Trustee of the_yON ALLMEN DYNASTY TRUST: D&L PARTNERS, LP; DAVID VON ALLMEN. as Trustee of the DAVID VON ALLMEN LIVING TRUST: ANN VON ALLÅNV. ig Trustee of the ANN VON ALLMEN LIVING TRUST; and KRETSCHMAR request judgment against MICHAEL SZFRANSKI for compensatory dan ga. i ,) ether with court costs and such further relief as the¶

1849. There was a meeting of the minds between and among Rothstein. Spinosa, Kerstetter, Caretskv, Boden, =, Barnett. Stav, Preve, Szfranski, Levin, TD Bank. Onvx, Banyon USVI, B1F, and Berenfeld, and other individuals and entities, both known and unknown, to commit the unlawful acts alleged herein. This conspiracy to commit these unlawful overt actz proximately caused and continues to cause Plaintiffs damages.

1850. Szfranski and his co-conspirators' conduct has directly caused inituli and damage to Plaintiffs.

CO 9242 - CIVIL CONSPIRACY fagainst Onyx Capital Management)¶

1851. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

1852. This is a claim for civil conspiracy.

1853. At all times material hereto. Szfranski was acting in the scope of his employment as president of Onyx.

1854. As described more fully above. Onyx, through Szfranski, and Rothstein. Spinosa, Kerstetter, Caretsky, Boden.~, Barnett. Stav, Preve, Levin. TD Bank, Banyon USVI. BIF,

and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so, Onyx acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments were no more than blatant fabricgtions by Rothstein.¶

1855. Rothstein, Spinosa, Kerstetter, CaretsIcy. Roden, Barnett, Stay, Preve, Szfranski, Levin, TD Bank. Onyx, Banvon USV1, BIF. and Berenfeltacted ia their respective roles, as described supra, according to a predetermined and commonly understood and accepted plan of action all for the purpose of obtaining substan idl M g)from investors, including Plaintiffs.

1856. The overt acts of Rothstein, erstetter, Caretskv. Boden, Barnett, Stay. Freve, Szfranski. Levin. TD vx. Banvon USVL MR and Berenfeld were contrary to law, as stated above.

1857. There was a m ng 0 minds between and among Onyx, through Szfranski and Rothstein, Spinosa. erstett aretsky, Boden, M. Barnett, Stay. Preve, Levin, TD Bank, Banvon USW, Ell and Berenfeld, and other individuals and entities, both known and unknown, to commit the unlawful acts alleged herein. This conspiracy to commit these unlawful overt acts proximately caused and continues to cause Plaintiffs damages.

Onyx's and its co-conspirators' conduct has directly caused injury and damage to Plaintiffs¶

WHEREFORE, RAZORBACK FUNDING. LW; D3 CAPITAL CLUB, LW; BFMC INVESTMENT, LLC; LINDA VON ALLMEN as Trustee of the VON ALLNIEN DYNASTY TRUST: D&L PARTNERS. LP: DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN. VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST: and ICRETSCIIIVIAR request judgment against ONYX CAPITAL MANAGEMENT for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 243 - CIVIL CONSPIRACY facainst G. Levin)¶

1859. Plaintiffs incorporate the allegations contained in paraglanhs 1 through 121 as if restated herein.

1860. This is a claim for civil conspiracy.

1861. As described more fully above, RotliCht 'nom Kerstetter, Caretslcy, Boden, M, Barnett. Stay. Preve, Szfranski, Levin. TD Bank, Onyx, Banyon USVI. BM. and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so. Levin acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities ivbettin fact the investments were no more than blatant fabrications by ( 7- Rothstein.

1862k Rothstein, Sninosa. Kerstetter, Caretsky, Roden, Barnett, Stay. Preve Szfransti vin TD Bank. Onyx. Banvon USVI, BIP, and Berenfeld acted in their respective roles, as described supra, according to a predetermined and commonly understood and accepted plan of action all for the purpose of obtaining substantial funds from investors, including Plaintiffs.¶

1863. The overt acts of Rothstein, Spinosa, Kerstetter, Caretskv, Boden. ffl, Barnett. Stav, Preve, Szfranski, Levin, TD Bank, Onyx. Banvon USVI. BW. and Berenfeld were contrary to law, as stated above.

1864. There was a meeting of the minds between and among Rothstein. Sninosa, Kerstetter, Caretskv, Boden. Barnett. Stay, Preve, Szfranski. Levin. TD Bank. Onyx, Banvon USW, BI)'.'', and Berenfeld, and other individuals and entities, both known and unknown, to commit the unlawful acts allezed herein. This conspiracv to commit diese unlawful overt acts proximateiv caused and continues to tause Plaintiffs damages. _

1865. Levin's and his co-conspirators' conduct has S'1( direclly caused iniurv and damage to

WHEREPORE, RAZORBACK FUNDIS/ 133 CAPITAL CLUB, LLC; BFMC "a. INVESTMENT, LLC; LINDA VON ALLMEN a Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST; ANN VQN ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST; and KREISCHIVIAR request iudgment against G. LEVIN for compensatory damages, together with court costs and such further relief as the Court deems proper.¶

COUNT 244 - CIVIL CONSPIRACY (against Banvon Income Fund, LP, and Banvon USVI, LLC¶

1866. Plaintiffs incorporate the allegations contained in paragraphs 1 through 121 as if restated herein.

1867. This is a claim for civil conspiracy.

Amended Complaint¶

1868. At all times material hereto, Levin was acting in the scope of his employment as the chief executive officer of Banyon USV1 and 13W.

1869. At all limes material hereto, Preve was acting in the scope of his employment as the chief operating officer or agent of Banyon USVI and BM,

1870. As described more fully above. Banyon USVI and B1F, through jfPlftployces, arid Rothstein. Spinosa, Kerstetter. Caretsky, Boden, M, Barnett. Stay, Szfranski, TD Bank, Onyx, and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so. Banvon USVI and BIF acted with ful wledge and awareness that the activities of Rothstein and the other co-consnira WdAi 'Riled to give the false impression of the existence of legitimate investment p ' 44cu i es when in fact the investments were no more than blatant fabrications by Roths k <isiets

1871. Rothstein, Spinosa, Kerstette . Boden, l=, Barnett, Stay, Prove. Szfranski, Levin. TD Bank. Onyx. von USVI. BIF, and Berenfeld acted in their respective 7 roles, as described supra, accogdirig t redetermined and commonly understood and accepted plan of action all for the pugs 1 of obtaining substantial funds from investors. including Plaintiffs.

1872. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Barnett, Stay. Preve, Szfranski, Levin, TD Bank, Onyx, Banyon USVI, BIF, and Berenfeld were contrary\jaw, as stated above.

1873. There was a meeting of the minds between and among Banyon USVI and BIF, through its employees, and Rothstein. Soinosa, Kerstetter. Caretsky, Boden, Barnett Stay. Szfranski, T13 Bank, Onyx, and Berenfeld, and other individuals and entities, both known

and unknown, to commit the unlawful acts alleged herein. This conspiracy to commit these unlawful overt acts proximately caused and continues to cause Plaintiffs damages,¶

1874. Banvon USVI's and BIF's and their co-conspirators' conduct has directly caused injury and damage to Plaintiffs,

WHEREFORE, RAZORBACK FUNDING, LW; D3 CAPITAL CLUB INVESTMENT, LLC: LINDA VON ALLMEN as Trustee of the VON AIrb DYNASTY TRUST; D&L PARTNERS, LP; DAVID VON ALLMEN. as Trustee° )N AVID VON ALLMEN LIVING TRUST; ANN VON ALLMEN, as Trustee thShiel VQN ALLMEN LIVING TRUST: and KRETSCHMAR request judgmentigainst BANYON INCOME FUND. LP. and BANYON USVI. LLC.. for compensatory damages. together with court costs "Vand such further relief as the Court deems prope¶

COUNT 245 - I CONSPIRACY (against Berent ritzeiSheehter Sheer, LLP)¶

1875. Plaintiffs incorpo legations contained in paragraphs 1 throuah 121 as if restated herein.

1876. This is a c civil conspiracy.

1877. A 4scrib more fully above. Rothstein. Spinosa, Kerstetter. Caretskv. Boden Villegas, B ett tav, Preve. Szfranski, Levin. TD Bank, Onyx, Banvon USVI, BIF, and Berenfeld knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so. Berenfeld acted with full knowledge and awareness that the activities of Rothstein and the other co-conspirators were designed to give the false impression of the existence of legitimate investment opportunities when in fact the investments were no more than blatant fabrications by Rothstein.

1878. Rothstein. Spinosa. Kerstetter. Caretsky, Boden, ME, Barnett. Stay. Preve, Szfranski, Levin, TD Bank, Onyx. Banvon USVI, BIF, and Berenfeld acted in their respective roles, as described supra, according to a predetermined and commonly understood and accepted plan of action all for the purpose of obtaining substantial funds from investors, including Plaintiffs.

1879. The overt acts of Rothstein. Spinosa. Kerstetter, Caretskalq9, Barnett, Stay. Preve, Szfranski, Levin. T13 Bank. Onyx. Banvon IJSVI. SIP erenfeld were contrary to law, as stated above.

1880. There was a meeting of the minds betwttnone Rothstein. Spinosa, se Kerstetter. Caretsky, Boden, M. Barnett. Stay ski, Levin, TD Bank, Onyx, Banvon USVL BM and Berenfeld. and other individualsand entities, both known and unknown, to commit the unlawful acts alleged herein. This conspiracy to commit these unlawful overt acts proximately caused and continues to en efiaintiffs damages.

1881. Berenfeld's and/its nspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING. LLC; D3 CAPITAL CLUB, LLC; BFMC INVESTMENT. LUC: LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY MUSE DechaAHTNERS, LP; DAVID VON ALLMEN, as Trustee of the DAVID VON ALL.Iv ING TRUST: ANN VON ALLMEN. as Trustee of the ANN VON ALLMEN LIVING TRUST: and KRETSCHMAR request judgment against BERENFELD SPRITZER SHECHTER SHEER. LLP, for compensatory damages. together with court costs and such further relief as the Court deems proper.¶

DEMAND FOR JURY TRIAL¶

Plaintiffs hereby demands a trial by fury as to all issues so triable by right.¶

CONRAD & SCHERER, LLP¶

Attorneys for Plaintiff's¶

633 South Federal Highway, 8th Flo!¶

Fort Lauderdale, Florida 33301¶

Tel: (954) 462-5500¶

Fax: (954) 463-9244¶

BY;¶

WILLIAM . SCOERER¶

169454¶

Florida Bar¶

iS C) )¶

No.;¶

APP. 22¶

NOT A CERTIFIED COPY¶

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA¶

CASE NO9 ^a 60 3 3 ¹ CR-COHN¶

18 U.S.C. §1962(d) 18 U.S.C. §1956(h) 18 U.S.C. §1349 18 U.S.C. §1343 18 U.S.C. § 2 18 U.S.C. §1963 18 U.S.C. §982(a)(1) 18 U.S.C. §981(a)(1)(C) MAG1STI:ATi: J Dcia Maga'¶

UNITED STATES OF AMERICA,¶

Plaintiff,¶

v.¶

SCOTT W. ROTHSTEIN,¶

Defendant.¶

ON¶

iI¶

¶

The United States Attorgeyaz s that, at all times relevant to this Information:¶

N14/ , ENERAL ALLEGATIONS¶

1. Scott W. Rpt ein was an attorney admitted to practice law in Florida. Defendant Rothstein was the Cbif Executive Officer (CEO) and Chairman of Rothstein, Rosenfeldt and Adler, P.A.

Rothstein, Rosenfeldt and Adler, P.A. was a law firm with offices located at 401 East Las Olas Boulevard, Fort Lauderdale, Florida and elsewhere. The law firm employed approximately seventy (70) attorneys and engaged in the practice of law involving a wide range of specialties, including labor and employment law.¶

COUNT 1 (Racketeering Conspiracy, 18 U.S.C. §1962(d))¶

• 1. The General Allegations of this Information are realleged and expressly incorporated herein as if set forth in full.

THE ENTERPRISE¶

• 2. The law firm, Rothstein, Rosenfeld( and Adler, P.A. (hereinafter referre to as RRA) was a legal entity organized under the laws of the State of Florida and constitute r terprise as that term is defined in Title 18, United States Code, Section 1961(4). Th C and the activities of which affected, interstate and foreign commerce. I engaged in,

THE RACKETEERING CONSP¶

• 3. From in or about 2005 and continuing Southern District of Florida and elsewhere, the de r about November 2009, in the

SCOTT W. ROTH TE1N,¶

being a person employed by and associated with the Enterprise described above, which was engaged in, and the activities of which and ^aL ected, interstate and foreign commerce, did knowingly combine, conspire, confederate, agree, - persons known and unknown to the United States Attorney, to violate Title 18, United Code, Section 1962(c); that is, to conduct and participate, directly and indirectly,in' conduct of the affairs of the Enterprise through a pattern of racketeering activity as that term is defined in Title 18, United States Code, Sections 1961(1) and (5), as set forth herein \ — below at paragraph 4.¶

THE PATTERN OF RACKETEERING ACTIVITY¶

4. The pattern of racketeering activity as defined in Title 18, United States Code, Sections 1961(1) and 1961(5), through which the defendant and his co-conspirators agreed to conduct and participate, directly and indirectly, in the conduct of the affairs of the Enterprise consisted of multiple acts indictable under the laws of the United States, namely:

• i. Title 18, United States Code, Section 1341 (mail fraud);
• ii. Title 18, United States Code, Section 1343 (wire frau
• iii. Title 18, United States Code, Section 1956(a)(W ring of monetary instruments);
• iv. Title 18, United States Code, Secjon L257 (engaging in monetary transactions); and
• v. Title 18, United States Code,' 1956(h) (conspiracy to launder monetary instruments and e It i onetary transactions.

K THE PURPOSE AND OBJECT OF THE RACKETEERING ACTIVITY¶

5. The principal purpose of the racketeering conspiracy was to generate money for the defendant and his co-conspirators through the operation of the Enterprise and through various criminal activities, including mail fraud, wire fraud, and money laundering.

6. The defendant and his co-conspirators agreed to engage in a pattern of racketeering activity through its base of operation at the offices of RRA. The conspirators also utilized other locations t the objectives of the Enterprise. RRA was utilized by the defendant and his coconspirato to unlawfully obtain approximately $1.2 billion from investors by fraud in connection with an investment scheme commonly known as a "Ponzi" scheme, in which new investors' funds are utilized to pay previous investors in the absence ofany underlying security, legitimate investment vehicle or other commodity.

THE ROLES AND RESPONSIBILITIES OF THE CONSPIRATORS¶

7. The roles of the conspirators were as follows:

A. Defendant SCOTT W. ROTHSTEIN was a shareholder, Chairman and CEO of RRA.¶

Through his position at RRA, defendant ROTHSTEIN promoted, managed, an ervised the administration of the Enterprise by fraudulently inducing investors throui e use of false statements, documents, and computer records to (1) loan money to p wers based upon fraudulent promissory notes and fictitious bridge loans, and (2) invest ased upon anticipated pay-outs from purported confidential settlement agreemen ad been reached between and among certain individuals and business entities. Th agreements were falsely presented as having been reached between putative plaint' cases and putative defendants based upon the forbearance of civil claims in sexual t and/or whistle-blower cases.¶

B. Other conspirators, o unknown to the United States Attorney, agreed with one another and with defend RO TEIN to take actions to further the operation and success of the "Ponzi" scheme, ling presenting the aforesaid investments to potential investors as legitimate inv t vehi es, when in fact they were not; fraudulently inducing investors to place funds into r estment vehicles by making material misstatements of facts as set forth below; assuri tial investors and investors that sufficient funds existed to pay returns on these investments, when in fact such funds did not exist; creating, and transferring funds into and from, various accounts at financial institutions in order to further the unlawful scheme; and realizing profits from the operation of the Ponzi scheme through the acquisition of money generated as proceeds from the scheme and through the acquisition of real and personal property.¶

MANNER AND MEANS OF THE RACKETEERING CONSPIRACY¶

8. It was part of the conspiracy that the defendant agreed that a conspirator would commit at least two acts of racketeering activity in the conduct of the affairs of the Enterprise.

9. Defendant ROTHSTEIN and other co-conspirators initiated the cMmlpal conduct alleged in the instant Information in order to personally enrich themselves an ai supplement i the 0 income and sustain the daily operation of RRA.

10. Defendant ROTHSTEIN and other co-conspirators fra ule)ntly solicited investors to loan money based upon promissory notes and bridge lo qom purported clients of RRA. Defendant ROTHSTEIN falsely alleged that clients o equested short-term financing for undisclosed business deals. Defendant ROTH sely alleged that the purported clients were willing to pay high rates of retum on loans oliecteoti by Defendant ROTHSTEIN. In fact, defendant ROTHSTEIN was aware that no succ or requests for business financing actually existed. fr,, N y i

11. Defendant RoaltSTEIN and other co-conspirators participated in an investment --} scheme commonly known,-"Ponzi" scheme. The "Ponzi" scheme involved the sale of purported confidential settle intst agreements, in sexual harassment and/or whistle-blower cases. The potential investors e y defendant ROTI 'STEIN and other co-conspirators that confidential settlement agree re available for purchase. The purported settlements were allegedly available in amounts ranging from hundreds of thousands of dollars to millions of dollars and could be purchased at a discount and repaid to the investors at face value over time.

12. Defendant ROTHSTEIN and other co-conspirators utilized the offices of RRA and the offices of other co-conspirators to convince potential investors of the legitimacy and success of the law firm, which enhanced the credibility of the purported investment opportunity.

13. Defendant ROTHSTEIN and other co-conspirators made false and misleading statements and omissions which were intended to fraudulently induce potential investors into purchasing the confidential settlements.

Awalc 14. Defendant ROTHSTEIN and other co-conspirators made the 'ng fraudulent representations to potential investors in order to induce them to purcha.sa rted settlements:¶

• A. That the purported settlements were highly conf ntial in order to protect the reputation of the company authorizirtg ttlement and the executives involved;

• B. That the plaintiffs in the INS sexual harassment and/or whistle-blower cases preferred sett e cases in order to avoid the emotional embarrass t p uing a claim in a public forum;

• C. That RRA originated its own cases from reputation, internal staff and outside referrals from other law firms; That RRA retained a company that owned Internet sites and well-placed "800" numbers designed to attract a large volume of high quality cases; That RRA rigorously screened the purported sexual harassment and/or whistle-blower settlement agreements;

• F. That RRA utilized former law enforcement personnel and employed highly sophisticated investigative methods in selecting and pursuing claims against purported defendants;

• G. That RRA or other law firms pursued purported settlements with defendant companies prior to the initiation of litigation;

• H. That RRA or other law firms negotiated with the put t defendant plaintiff;

• I. That RRA or other law firms purported! ne safed with the defendant company and reached an agreement hi tained the settlement amount and the payment terms;

• J. That because the purpo ments occurred prior to the initiation of litigation, there s aseno urt or governmental entity involved in the transaction; S )

• K. That th lleg efendant companies sent by wire transfer to RRA or other la ' trust accounts the full proceeds of the purported settlements; Tha during the settlement conference or other settlement negotiations when 0 a purported plaintiff protested the extended payment schedule, RRA or other law firms presented the purported plaintiff with the option of receiving a discounted lump sum payment from an unrelated confidential funding source;

• M. That RRA or other co-conspirators prepared a purported Assignment of Settlement Agreement in which the investor agreed to acquire the right to the company after such company was made aware of the ed claim by the 0

purported settlement payments for a discounted lump sum payment made to the purported plaintiff;¶

• N. That when RRA received the payment by the investor it immediately disbursed those funds to the purported plaintiff; and
• O. That RRA made payment to the investor pursuant to the purported payment schedule set forth in the purported settlement agreement.

15. Defendant ROTHSTEIN and other co-conspirators falsel Aamml rm e ipotential investors that funds were maintained in designated trust accounts for st of the individual investor and that these funds were verified on a regular basis, week ,aot more often, by two independent verification sources, one being an attorney and ing an independent financial advisor (hereinafter referred to "independent verifi

16. Defendant ROTHSTEIN and conspirators falsely informed potential investors that RRA's trust accounts were with a well established international banking institution, in accordance with th balances in the trust accounts all geedly monitored by one of the two independent verifiers. regulations of the Florida Bar, and that access to

17. De fendan STEIN and other co-conspirators falsely informed potential investors that du 'gene would be undertaken with the following provisions:

• An "independent verifier" would be permitted to ask questions of Defendant ROTHSTEIN and/or other co-conspirators to review the opportunity and structure;

• B. The "independent verifier" would have the opportunity to randomly review selected completed transactions to confirm the veracity of the information;

• C. The "independent verifier" had already reviewed current transactions, including wire transfers received from defendants and payments made to plaintiffs;

• D. The "independent verifier" would have the opportunity to visit and speak with a senior banking officer at the local branch of the financial institution to confirm current trust account bank balances through k statements provided on line; and AS

• E. The "independent verifier" had the opportunity t w a senior banking officer to verify that the trust accounts were ed" and to verify the strength of RRA's financial positio ionship with the bank.

18. Defendant ROTHSTEIN and other rators established numerous trust accounts in the name of RRA in order to cony' till and current investors of the legitimacy of the confidential settlement agreemen d curity of such investments.

19. Defendant ROTH other co-conspirators prepared and used altered bank statements, purportedly issu a well-established international financial institution, to fraudulently convince po d current investors that funds had been received from the purported defendant comps and maintained in trust accounts.

20 rder to deceive investors, defendant ROTHSTEIN and other co-conspirators crea and/or maintained fictitious online banking information regarding the purported trust accounts which falsely reflected the amount of funds maintained in such accounts, the receipt of funds wired from the alleged defendant companies and the transmission of funds by wire to the alleged plaintiffs,¶

21. Defendant ROTHSTEIN and other co-conspirators created false and fictitious documents, including confidential settlement agreements, assignment of settlement agreements and proceeds, sale and transfer agreements, and personal guaranties by Defendant ROTHSTEIN, among other documents.

22. Defendant ROTHSTEIN and other co-conspirators facilitated the movement and II transfer of funds between and among numerous trust accounts and operating acc n s in order to perpetuate the scheme. The movement and transfer of such funds insured that tfili s were available in the individual trust accounts in order to make scheduled payments

23. Defendant ROTHSTEIN and other co-conspirators ,False statements to current investors in order to convince them to re-invest in addi rted confidential settlement agreements.

24. Defendant RO

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