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 3

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 Motiop4 : 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)<br><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 <sup>th</sup> 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)<br><i>L.M. v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 9:08-cv-81092-KAM                                                                                                                                                                                                                    |
| 9   | N/A                | Court Docket<br><i>L.M. v. Jeffrey Epstein</i> ; S.D. Fla. Case No. 9:08-cv-81092-KAM                                                                                                                                                                                                                          |
| 10  | 8/11/09<br>8/24/09 | Re-Notices of Taking Videotaped Deposition of Donald Trump<br><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)<br><i>E.W. v. Jeffrey Epstein</i> ; 15 <sup>th</sup> 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)<br><i>L.M. v. Jeffrey Epstein</i> ; 15 <sup>th</sup> 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)<br><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)<br><i>Razorback Funding, LLC v. Rothstein</i><br>17th Jud. Cir. Case No. 062009CA062943AXXXCE                                                     |
| 18  | 11/23/09                       | <b>Amended Verified Complaint for Forfeiture <i>In Rem</i></b> (D.E. 14)<br><i>United States of America v. Scott W. Rothstein</i> (Forfeiture Action);<br>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)<br><i>Razorback Funding, LLC v. Rothstein</i><br>17th Jud. Cir. Case No. 062009CA062943AXXXCE                                            |
| 22  | 12/1/09                        | <b>Information</b> (D.E. 1)<br><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<br>8/13/09<br>10/23/09 | <b>Email from Pricilla Nascimento to Scott Rothstein</b><br><b>Email from [REDACTED] J. [REDACTED] to Priscilla Nascimento</b><br><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<br>Searcy, Denny, Scarola, Barnhart & Shipley, P.A.<br>2139 Palm Beach Lakes Boulevard<br>West Palm Beach, FL 33409<br><u>mep@searcylaw.com</u><br><u>jsx@searcylaw.com</u><br><u>scarolateam@searcylaw.com</u><br><i>Co-Counsel for Defendant/Counter-Plaintiff</i><br>J. [REDACTED]   | Nichole J. Segal<br>Burlington & Rockenbach, P.A.<br>Courthouse Commons, Suite 350<br>444 West Railroad Avenue<br>West Palm Beach, FL 33401<br><u>njs@FLAppellateLaw.com</u><br><u>kbt@FLAppellateLaw.com</u><br><i>Co-Counsel for Defendant/Counter-Plaintiff</i><br>J. [REDACTED]   |
| ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |

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

NOT A CERTIFIED COPY

**APP.17**

NOT A CERTIFIED COPY

IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT I 9 , <sup>D</sup> FOR BROWARD COUNTY, FLO

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

Plaintiffs,

v.

CASE NO.:

SCOTT W. ROTHSTEIN, DAVID BODEN, DEBRA ~, ANDREW BARNETT, TD BANK, N.A., SPINOSA, JENNIFER KERSTE f TER ROSANNE CARETSKY, and \<SN PREVE,

Defendants.

![](_page_7_Picture_8.jpeg)

#### COMPLAINT

09062 43

Plaintiffs, RAZORBACK FUNDING, LLC; D3 CAPITAL CLUB, LLC; BFMC INVESTMENT, LLC; LINDA VON ALLMEN as Trustee of the VON ALLMEN DYNASTY TRUST; D&L PARTNERS, LP; and KRETSCHMAR (collectively referred to herein as "Plaintiffs") hereby sue the Defendants, SCOTT W. ROTHSTEIN; DAVID BODEN; DEBRA ~; ANDREW BARNETT; TD BANK, N.A.; SPINOSA; JENNIFER KERSTETTER; ROSANNE CARETSKY and PREVE (collectively referred to herein as "Defendants"), and allege as follows:

#### Plaintiffs' Claims

- I. The Plaintiffs sue the Defendants and seek the following:

- a. Compensatory damages in excess of 5100,000,000.00, pre-judgment interest, and other amounts to be particularized at trial as a direct and proximate result of Defendants' commission of the follow,\]

- b.

- C. punitive damages upon obtaining leave of court; taxab ii?ale r ts and attorney's fees; and such further relief this court deems equitable and just under the circumstances.

- i. conversion;

- ii. fraudulent misrepresentation; C.)

- iii. negligent misrepresentation

- iv. negligent supervision; '.%

- v. breath of fiduciar\*

- vi. civil conspiracy;\\ad

- vii. aiding and abetting fraud, conversion and breach of fiduciary duty;

#### 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 the use of his law firm Rothstein Rosenfeldt Adler, P.A. (collectively referred to herein as the "Principal Conspirators" and more fully described, infra), devised an elaborate plan to assign putative

plaintiffs' confidential settlements with structured payments to investors at a lump sum discounted rate. In reality, while some of the cases relied upon to induce investor funding were real, all of the confidential settlements were purely fabricated. Indeed, returns to earlier investors were not made via structured payments, but instead were made with the principal obtained from later investors—a classic Ponzi scheme.'

3. However, the Principal Conspirators did not act alone. Defendant, TD BANK, N.A. (hereinafter, "TD Bank"), a subsidiary of Toronto Dominion Bank, was complicit in this 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 statements and conniving 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 declarations, tantamount to a guaranty, which gravely impacted investor risk-evaluation analysis and unduly influenced investors to close their deals.

1. 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. (hereinafter, "RRA") was moving hundreds of millions of dollars through its TD Bank trust accounts. In fact, in October 2009 alone, almost a half of a billion dollars moved in and out of RRA's Fort Lauderdale based trust accounts—more money than most bank branches would likely see in a decade. Yet, despite the

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.

massive amount of funds being moved by one client, TD Bank never sought independent verification of the source of monies, choosing instead to stand idly by. The Ponzi scheme simply could not have gained traction without TD Bank's involvement in sanctioning or, otherwise, willfully failing to authenticate the origin of the enormous amounts of moncy coming through its doors.

5. Unfortunately, this is not the only pending case which alleges a TD Bank affiliate as a complicit actor involved in a Ponzi scheme. On August 29, 2009, T14/ 2.3ank's parent, Toronto Dominion Bank, was sued for "knowing assistance and/or dis stance" in a Ponzi scheme based upon, inter cilia, holding over \$20,000,000.00 • dulent proceeds and transferring hundreds of millions of dollars through the alleged perpetrator's accounts. See a copy of the Dynasty Furniture Manufacturing, Ltd., et aL, v. Toronto Dominion Bank, Statement of Claim attached hereto for reference as Exhibit "A."

1. Based on the allegations set forth herein, Plaintiffs aver that, at all materials times, TI) 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.

#### The Plaintiffs

7. LINDA VON ALLMEN is Trustee of the VON ALLMEN DYNASTY TRUST (hereinafter, "Dynasty Trust"), an irrevocable trust with its principal place of administration in Broward County, Florida. On or about the summer of 2009, the Dynasty Trust, invested \$7,000,000.00 into the Ponzi scheme through the Banyon Income Fund.

1. Plaintiff, D8cL PARTNERS, LP (hereinafter, "D&L Partners"), is a Missouri limited partnership with its principal place of business in Broward County, Florida. On or about 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.

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

1. RAZORBACK FUNDING, LLC, (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 USV1, LLC. Dynasty Trust, D&L A Partners and ICretclimar were also major investors in Razorback.

1. D3 CAPITAL CLUB, LLC (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.

1. Plaintiff, BFMC INVESTMENT, LLC (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 52,400,000.00 into the Ponzi scheme.

# The Defendant - Principal Conspirators

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

01. Non-party RRA is a Florida professi business in Broward County, Florida. serving as the purported law firm rep confidential settlements. RRA's defendants' settlement funds and RRA association with its principal place of e front to this elaborate Ponzi scheme, ye plaintiffs in connection with their pre-suit, nts were allegedly used to receive the putative rye investor payments.

01. Rothstein and RRA are collectively referred to as the "Principal Conspirators".

# The Defendants - Co-Conspirators

# 77) Bank Defendants

16. TD Bank is a foreign national banking association registered to do business in Florida. TD Bank maintains substantial contact with Florida through its multiple branches throughout the state. TD Bank was the financial epicenter of the Ponzi scheme. Among other things, TD Bank conspired, induced, and facilitated the Principal Conspirators' deceptive

practices, allowing Principal Conspirators to divert hundreds of millions of investor dollars through TD Bank accounts.

17. 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 in rfq rs, , aeifying account statements and providing investors with purported irrevocable " tt rs" securing (i ) investor funds.

01. JENNIFER KERSTETTER (hereinafter, " Broward County, Florida and, at all times relevant hereto an individual residing in 'giant 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 "lock letters" securing investor funds.

01. ROSEANNE CA LETSKY il (hereinafter, "Caretsky"), is an individual residing in Broward County, Florida, and, a -times relevant hereto, was an assistant vice president and branch manager ,.. for B ky participated in the scheme by, among other things, meeting with investors, account statements, and providing investors with purported in-evocable "lock letteres tin investor funds.

# RRA Defendants

20. DAVID BODEN (hereinafter, "Boden"), is an individual residing in Fort Lauderdale, Florida and, at all times relevant hereto, was a partner and general counsel for RRA. Bed= 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.

21. DEBRA E. (hereinafter, is an individual residing in Broward County, Florida and, at all times relevant hereto, was the chief operating officer at RRA. M, 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.

7 22. ANDREW BARNETT (hereinafter, "Barnett"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was the Director of Corporate Development 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.

# Banyan Defendant

23. 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. Preve, a convicted bank fraud and embezzlement felon2 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.

<sup>2</sup>Preve plead guilty to bank embezzlement charges in 1985 and received ten (10) years probation and a 510,000.00 fine for falsifying loan documents in connection with a scheme that resulted in losses exceeding \$2,300,000.00.

# The Ponzi Scheme

# The Rothstein Facade

24. 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. Along with its dramatic growth in size, RRA rapidly emerged as a legal, politi Nilanthropie powerhouse.

01. Not surprisingly, Rothstein amassed an enormous portfolio of assets including more than sixteen real estate properties, twenty-five cars, an eighty-seven foot yacht, and various interests in a myriad of businesses ranging from watches to restaurants to vodka. Rothstein lived lavishly and spent prolifically--a critical initial component to set his scheme in motion.

01. With RRA's tireless marketing efforts and meteoric rise into prominence, / Rothstein quickly made forays ci to mpreeminent social circles, rubbing elbows with high networth individuals and political Marks, the perfect breeding grounds to lure wealthy investors. His plot was up rnlitiming.

# The Plan

27. 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.

01. 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 to whistle-blower claims, was presented to the putative defendant who was then offered an opportunity to avoid litigation and the negative publicity associated therewith by agreeing to resolve the litter voluntarily by and through a confidential settlement with the putative plaintiff.

29. 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 time period; 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 tams of the confidential settlement agreement.

# The Pitch

30. Rothstein informed investors that the putative plaintiffs did not want to wait for the structured monthly payouts and would agree to assign their rights to the structured payout for a lump-sum Tent typically in the range of 20-40% of the settlements' face-value.

othstcin 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.

32. Rothstein claimed to want nothing from the deal and was only presenting the "opportunity" for the putative plaintiff's benefit and to facilitate recovery of RRA's contingent fee.

01. Notwithstanding, Rothstein would often boast that if not for his professional and legal conflicts he would be the one purchasing these assignments.

01. As a means to induce investor action, Rothstein would show investors the purported settlement avec,' ent 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.

01. Additionally, the Principal Conspirators would provide: 9) 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 ID 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 settleinent proceeds.

01. Notably, Rothstein12/ as hyper-vigilant regarding access to RRA accounts under the guise of confidentiali IiT fact, potential investors could only access TD Bank account information in one of two ways. Either Rothstein would invite the investor to his office to view the online balance or, he would "authorize" TD Bank to provide copies of account statements and wire transfers prepared and delivered by TD Bank executives 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.

01. As the final piece to persuade an investment, Rothstein would offer to personally guaranty the transaction. This personal guaranty, secured by the significant assets (as discussed, supra), was an essential component which tacitly lent credibility and security to the underlying transaction.

01. Once an investor was interested, the Principal Conspirators, in conjunction with Roden, drafted an agreement for the assignment of the settlement agreement and proceeds.

01. Upon execution of the assignment, the investor would wire transfer to RItA's trust account the lump sum payment for immediate disbursement to the putative plaintiff. Thereafter, RRA was obligated to make payment from the fimds previously verified and held in RRA's trust account at TD Bank directly to the investor's lock letter trust account at TD Bank in strict accordance with the terms of the purported settlement agreement.

# Ponzi Scheme In Action

# Fabricated Settlements.Premised on Real Cases

40. 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 case styled Jane Doe v. Jeffrey &cptein, pending in the Southern District of Florida. Representatives of D3 were offered "the opportunity" to invest in a pre-suit \$30,000,000.00, court settlement against Epstein arising from the same set of operative facts as the Jane Doe case, but involving a different underage female plaintiff. See e-mail dated October 6, 2009 referencing Epstein which is attached hereto and incorporate herein as Exhibit "B." To augment

his concocted story Rothstein invited D3 to his office to view the thirteen banker's boxes of actual case files in Jane Doe in order to demonstrate that the claims against Epstein were legitimate and that the evidence against Epstein was real. In particular, Rothstein claimed that his investigative team discovered that there were high-profile witnesses onboard 3pstein's private jet where some of the alleged sexual assaults took place and showed D3 flight log purportedly containing names of celebrities, dignitaries and international figu . Because of these potentially explosive facts, putative defendant Epstein had allegedly offered 8200,000,000.00 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.

41. Additionally, Rothstein Used MIA's representation in the Epstein case to pursue issues and evidence unrelated to the underlying litigation, but potentially beneficial to lure investors into the Ponzi scheme. For 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.

01. Conspicuously Preve, who maintained an office at RRA despite being a Banyon Income Fund, LP employee, attended the aforementioned meeting despite his lack of involvement as an investor or representative.

01. Mother actual case which Rothstein attempted to use as a false predicate for his scheme was a mass tort case against Chiquita Brands International. In this instance, Rothstein claimed to be representing plaintiffs in 450 wrongful death cases on the verge of settling for S2,000,000.00 each. Rothstein told investors to begin raising funds in order to purchase this settlement. See e-mail dated October 14, 2009 referencing Chiquita which is attached hereto and incorporated herein as Exhibit "C." While the cases against Chiquita are tin did not represent any of the plaintiffs and the cases remain pending.

# Plaintiffs' Investments:

# I. Banyan Income Fund

\\HCC)C)

44. Banyon Income Fund, LP (he 'no 411si BIF"), was formed in May 2009, and served as an original feeder fund for the < P ' z it., nspirators structured settlement deals.

01. According to offerin a ' BIF'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 are secured by the full settlement amounts which will have been deposited in a trust account established by the plaintiffs attorney for the benefit of the plaintiff prior to purchase by Banyon Income Fund, LP. These settlements are released to Banyon Income Fund, LP over time to liquidate the purchased settlement.

See Confidential Offering Memorandum dated April 30, 2009, a copy of which is attached hereto and incorporated herein as Composite Exhibit "D."

46. 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.

01. All or substantially all of BIF's assets were funneled into the Principal Conspirators scheme.

01. In the spring of 2009, Barry Bekkedam from Ballamor Capital Management, LLC (hereinafter, "Ballamor")3 and promoter of BIF, met Doug Von Allmen (D&L Partners) to discuss D&L Partners participation in BIF.

01. During that discussion, Mr. Von Allmen learned that BIF was stetted 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 on behalf of BIF.

01. Mr. Von Allmon was told by Mr. Bekkedam that Mr. Levin was personally worth in excess of \$400,000,000.00 and would personally guarantee the settlements.

01. Additionally, Mr. Bekkedam told Mr. Von Allmen that the settlements were already fully-funded in the attorneys' trust accounts, that a "Big Four" auditing (inn would verify them quarterly, and that Ballathor had continuous unfettered access to the trust account balances and would be responsible for monitoring same.

01. Finally, Mr. Von Allmen was told by Mr. Bekkedam that it would take two signatures to move the money, one of which would be someone from BIF.

01. Mr. Von Allmen (through D&L Partners) brought his wife Linda Von Allmen (through Dynasty Trust) into the investment while, approximately one month later, his step-son, Kretsclunar (collectively referred to herein as "Banyon Investors") was brought into the investment deal by Barry Bekkedam.

<sup>3</sup> 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

54. Prior to investing, each Banyon Investor Deceived a "Confidential Offering Memorandum" dated April 30, 2009 which described the terms and conditions of the purported deals in greater detail. See Composite Exhibit "1)."

01. Significantly, the Confidential Offering Memorandum provided that the receipt of the wire transfer from the putative defendant into RRA's trust account would be verified by an independent third party. Id.

01. Furthermore, the Banyon Investors were assured that a representative of the limited partners of BIF would have online access to banking records for d sit account and all system records related to the purchased settlements and could verify purchase settlement trust accounts and deposits by putative defendants. Id.

(cis\_ 57. Michael Szafranski, presider) f etyx Capital Management, acted as an independent verifier for the Banyon InvecatLan d BIF. Prior to and during the course of his investigation, Mr. Szafranski obtained the following information which demonstrated TD Bank's involvement:

\\

a. October 29, 2008 letter signed by Caretsky, assistant branch manager with Commerce Bank enclosing three trust account statements for RRA: (1) account number containing \$166,922,339.00; (2) account number containing \$40,125,685.44; and (3) account number containing \$348,229,463.21. All three trust account statements for RRA are attached hereto and incorporated herein as Composite Exhibit "E."

b. March 20, 2009 letter signed by Kerstetter an assistant manager for TD Bank

Commerce Bank was a predecessor in interest to TD Bank as a result of TD Bank's \$7 billion purchase of Commerce Bank in March 2008.

enclosing three trust account statement for RRA: (I) account number showing a balance of \$104,211,711.22; (2) account number showing a balance of \$368,333,133.20; and (3) account number 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 showing a balance of \$61,117,111; (2) RRA trust account statement for a• ber showing President, enclosing RRA trust account statement for: (1) account number a balance of \$80,978,935.31; (3) RRA trust account account number showing a balance of \$136,122,322.87; (4) RRA, unt 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 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 x-I= in the amount of \$1,951,500.00 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 sin the amount of \$2,680,000.00 and purporting to be a funded settlement, a copy of which is attached hereto and incorporated herein as Exhibit "I";

f. June 22, 2009 Commerce Bank wire transfer to RRA trust 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";

June 30, 2009 Commerce Bank wire transfer to RRA trust account ending x- = in 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 and incorporated herein as Exhibit "L";

i. July 13, 2009 letter signed by Kerstetter from closing RRA trust account statement for account number which is attached hereto and incorporated herein as Composi'txbibit "M"; and showing a b \$14,286,000.00, a copy of

j. July 17, 2009 TO 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";

58. In reliance on the &mewing, the Banyon Investors collectively invested \$60,000,000.00 into BIF and into the Ponzi scheme.

# 2. Razorback Fatting, LLC

59. was formed September 24, 2009 for purposes of investing in two RRA settlem 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."

01. 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 \$8,600,000.00 to purchase the settlement proceeds from the Principal Conspirators. See Acknowledgement of Assignment/Purchase of Settlement;Proceeds and Sale and Transfer Agreements which is attached hereto and incorporated herein as Composite Exhibit "P."

01. On or about September 18, 2009, as part of its due diligence, Razorback obtained a copy of a TD 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 ID Bank had been irrevocably instructed to pay the fund identified in a particular RRA trust account only to the investor's bank account.

01. On October I, 2009, Mike Szafranski, who was utilized as the independent reviewer for Razorback, met with Rothstein to review and verify all of the documents supporting the Razorback deal. In that meeting, Mr. Szafranski witnessed Rothstein sign on to the TD Bank online 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 RRA's trust account ending in x-M. A copy of the October 1, 2009 email from Mike Szafranski verifying the above-referenced account is attached hereto and incorporated herein as Exhibit "R."

01. Mr. 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, do Razorback Funding, LLC, Debt & Equity Re-Payment Account: TD Bank, NA, 319 Glen Head Road, Old Brookville, NY, ABA: Account 14 . 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 USVI account.

See October I, 2009 letter which is attached hereto and incorporated herein SS."

64. Spinosa e-mailed the "lock letter" to Rothstein earlier that "lay with a message stating that at Rothstein's "request and instructions, this accowd [RRA'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 arc not solcy (sic) to be directed to the entity set forth in the irrevocable instruction." A copy of the October 1, 2009 email from Spinosa is attached hereto and incorporated herein as Exhibit "T." /

01. 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 fimding 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."

01. 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 trust account; and (2) that no disbursement on the deal would be made until he received the \$32,000,000.00 from

Razorback. A copy of the October 1, 2009 email from Rothstein is attached hereto and incorporated herein as Exhibit "V."

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

01. 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 S66,700,000.00. A copy of the on-line screen shot of the TD Bank account is attached hereto and incorporated herein as Exhibit "W."

01. Finally, on October 22, 2009, Mr. 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. Ayopy of Mr. Szafranski October 22, 2009 confirming email is attached hereto and incorporated herein as Exhibit "X."

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

# 3. 133 Capital ehiLC

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 S18,000,000.00. See Confidential Settlement Agreements and Releases which is attached hereto and incorporated herein as Composite Exhibit "Y."

72. A D3 representative, who was also a representative of Razorback's management team, had knowledge of and relied upon the contacts and representations made by TD Bank in connection with the Razorback transaction.

01. On or about October 15, 2009, as part of its due diligence, D3 obtained a copy of a TD Bank "lock letter" signed by Spinosa stating the following:

> Pursuant 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 D3 Capital Club, LLC, 2833 NE 35th Court, Fort Lauderdale, FL, 33308, TD Bank NA, 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 TD bank account belonging to D3 Capital Club, LLC.

See October 15, 2009 lock letter attached hereto and incorporated herein as Exhibit "Z."

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

01. Furthermore, on October 15, 2009, Kerstetter drafted a letter to RRA enclosing a copy of RRA's trust account bank statement for the D3 settlement showing a balance 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.

01. On October 16, 2009 and again on October 19, 2009, a D3 representative sent emails to Spinosa and Kerstetter advising that D3 had opened its account for purposes of doing business with RRA and asked about the mechanics of the irrevocable lock letter that D3 had with RRA account number A copy of the October 16, 2009 and October 19, 2009 avails are attached hereto and incorporated herein as Composite Exhibit "BB."

01. 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 declined to provide any further details about the Principal Conspirators' accounts.

01. Finally, on October 19, 2009, Mr. Szafransld 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-M. A copy of the October 19, 2009 email is attached hereto and incorporated herein as Exhibit "CC."

01. In reliance on the foregoing, D3 transferred the sum of \$13,500,000.00 to RRA's trust account.

# 4. BFMC Investment, LLe

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

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

01. 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 Rothstcin's prominence in the Fort Lauderdale business and social community, and a meeting was scheduled at RRA on September 30, 2009.

01. 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 at Florescue's corporate counsel and had actively worked on one of Florescue's previous financing transactions.

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

01. After introductions, Rothstein described an investor t o rtunity involving pt;) purchasing various structured settlements explaining as follow

a. RRA is a nationally recogniz meriting whistleblowers in whistleblower lawsuits against employers. RRA has spedific expertise in a specific type of litigation called Qui Tam 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 under national contracts. Rothstein was rounding up dozens of whistleblowers inside the company who had been threatened by senior management to remain silent regarding the company's fraud.

c. RRA had negotiated numerous settlements for \$1,400,000.00 for various whistleblower clients, but 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 z 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.

e. 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 "fonder" 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 front in exchange for their rights to the \$1,400,000.00 settlement, payable over 4 months.

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

i. Rothstein remarked that the transaction would be substantiated and verified, that he would provide evidence of the settlement in his office, and that he would get on the phone with Spinosa of I'D Bank to confirm that the putative defendant's funds had been V wired into a Florida Bar trust account with instructions to oil e the funds in that account to the specified finder.

S CIC ) 86. Upon concluding the meeting, BamettAval ed 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 jui . Barnett said that Rothstein had offered to sign a corporate and personal guaranty as a fiirth cement to make the investment.

87. Betty,n Seht'eriT6er 30, 2009 and October 15, 2009, BFMC worked with their counsel and Bodaarious transaction documents necessary to close the deal.

01. litpring the first week of October 2009, Florescue telephoned Spinosa, who Florescue knew 4 professionally based on various banking activities previously engaged in, to inquire about Rothstein. Spinosa said that he could not talk about Rothstein without Rothstein's consent.

01. In early October, 2009, Boden finalized the dcal documents for BFMC's investment in three identical RRA settlements: (1) a \$1,400,000.00 structured settlement,

payable in four equal monthly installments, offered in exchange for a lump sum payment of \$800,000.00; (2) a second \$1,400,000.00 structured settlement, payable in four equal monthly installments, offered in exchange for a lump sum payment of \$800,000.00; and (3) a third \$1,400,000.00 structured settlement, payable in four equal monthly installments, offered in exchange for a lump sum payment of \$800,000.00. See correspondence from David Boden which is attached hereto and incorporated herein as Exhibit "DD."

90. BFMC's explicit understanding from Boden and Rothstein was that the putative defendant's funds were to be held in RRA's trust account and could only be released directly to BFMC's account pursuant to an irrevocable "lock letter."

01. On or about October 15, 2009, as part of its due diligence, BFMC obtained a copy of a TD Bank "lock 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, ABA# 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, LW.

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

92. Later that day, and in reliance on the foregoing, BFMC wired \$2,400,000.00 to RRA's TD Bank account number

#### Implosion of Rothstein's Ponzi Scheme

93. 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.

01. On October 17, 2009, Rothstein sent a firm-wide e-mail at RRA asking for help to determine whether a "client" who is facing a multitude of criminal charges in the United States- including fraud, money laundering and embezzlement--could be extradited to the United States or Israel from abroad after renouncing his United States citizenship. Rothstein's email asked for countries which did not have extradition treaties with the United States or Israel5 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 Scott." See Sun-Sentinel article dated\<Ncivember 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.

01. e end of October 2009, Rothstein and RRA began to default on the investor's structured payments and the Ponzi scheme began to unravel.

01. On October 26, 2009, Richard Pearson, who had invested \$18,000,000.00 in the Ponzi scheme, confronted Rothstein who was sifting with Spinosa inside of Bova restaurant. Pearson, in Spinosa's presence, demanded to know why he had not received two scheduled

<sup>5</sup> Not coincidentally Morocco, Rothstein's destination on October 27, 2009, was one of the countries that does not have an extradition treaty with either the United States or Israel

payments due to him the week prior. Rothstein attempted to diffuse the situation leaving Spinosa visibly shaken.

97. 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.

01. On October 27, 2009, Rothstein secretly boarded a private G-5 jet destined for Morocco, but not before completing a S16,000,000.00 wire transfer to it Moroccan bank.

01. 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.

# Pevastatine Fallout

./ 100. The velocity at whtchz the Ponzi scheme cratered sent a sonic boom felt throughout the financial and legal world.

101. 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.

102.--- 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 was gone;

- b. plaintiffs' "lock letter" accounts were never funded with the purported 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;

- d. in October 2009 alone \$235,000,000.00 in credits and \$2 32,900,000.00 in debits was transacted through the RRA accounts at T

- e. the \$8,000,000.00 wire transfer confirmation u by reve and Rothstein to induce Razorback's \$32,000,000.00 was in fact never received by RRA or TD Bank;

- f. on July 27, 2009 Rothstein transferred a \$407,750.00 assessed value

- g.

- h. property 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; on November 1, 2009, Mel Lipschitz of DE Securities whose group invested nearly S100,000,000.00 into the Ponzi scheme, advised a group of investor victims that he personally sat with Spinosa at TD Bank and verified investment account balances; sometime in the Spring or Summer of 2009, Ted Morse was personally provided with a written account balance statement by Caretsky at TD Bank; and

- i. 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 structuresii, lack of supporting document and vigilant (if not obsessive) contr 'pc 1 ver account access was either deliberate or reckless.

103. A Ponzi scheme cannot be operated without insider he aintiffs believe that additional members of RRA, including its non-lawyer inves ere used by Rothstein to perpetuate, promote and facilitate the Ponzi scheme. T' • of these individuals or entities involvement and participation is presently unlatkvn er 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

104. This court la jurisdiction over this matter as an action for damages in excess of \$100,000,000.00 exclusive of attorneys' fees, costs and interest.

001. 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.

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

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

#### COUNT I - FRAUDULENT MISREPRESENTATION (against Scott Rothstein)

108. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

his firm, RRA, and through TD Bank. p 110. As described more fully above, Rothstcin was operating a P mc through c)

111. In furtherance of the Ponzi scheme, Rothstein karsvin 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.

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

001. The Banyon Inve,stors justifiably relied upon Rothstein's representations to their detriment.

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

#### COUNT II - FRAUDULENT MISREPRESENTATION (against Jennifer Kerstetter)

115. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

001. As described more fully above, Rothstein was operating a P : \\heme through his firm, RRA, and through TD Bank.

001. In furtherance of the Ponzi scheme, Kerstetter - made material false statements and representations including, but not limited tg investors with false bank account statements.

representations. 119. Kerstetter intended the Bany S Asi , ,\\ tSrs to act on her knowingly false

120. The Banyon Investorsi:Stifi b1y relied upon Kerstetter's representations to their detriment.

001. 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, LP, and KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT III - FRAUDULENT MISREPRESENTATION (against Roseanne Caretsky)

122. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

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

001. In furtherance of the Ponzi scheme, Caretsky knowingly made material false statements and representations including, but not limited ypplying investors with false bank account statements.

001. Caretsky intended the Banyon Investors to act on her knowingly false representations.

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

001. As a direct and proximate result of Caretsky'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, LP, and KRETSCHMAR request judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT IV -FRAUDULENT MISREPRESENTATION (against TD Bank, N.A.)

129. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

001. At all times material hereto, Kerstetter was acting in the seo ployment as an assistant manager of TD Bank.

001. At all times material hereto, Caretsky was actin • of her employment as an assistant vice president and branch manager of TD Banc. 01,

001. As described more fully above, Roth perating a Ponzi scheme through his firm, RRA, and through TD Bank.

em 134. In furtherance of the Po ic' te TD Bank, through Kerstetter and Caretsky, knowingly made material false statements d representations including, but not limited to, supplying investors with false bank account statements.

135. TD Bank, through. Kerstetter and Carctsky, intended the Runyon Investors to act on their knowingly false representations.

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

001. As a direct and proximate result of TD Bank's, made through Kerstetter's and Caretsky'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, 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 V - NEGLIGENT MISREPRESENTATION (against Jennifer Kerstetter)

138. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for negligent misrepresentation. O \\

) . - . 140. As described more fully above, Rothstein was operating a Ponzt scheme through his firm, RRA, and through TD Bank.

141. In furtherance of the Ponzi scheme, ade material false statements and representations including, but not limited to g investors with false bank account statements.

001. When making the false is and representations, Kerstetter either knew or reasonably should have known that they were false.

001. Kerstetter owed the Banyon Investors a duty of care because she knew or had reason to know th4 tbsBanyon i Investors were placing trust and confidence in her and relying on her to inform

tetter breached her duty to the Banyon investors by making false representations with the intention that the Banyon Investors rely on them.

145. The Banyon Investors justifiably relied upon Kerstetter's representations to their detriment.

001. As a direct and proximate result of Kerstetter'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, and KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.

# COUNT VI - NEGLIGENT MISREPRESENTATION (against Roseanne Caretsky)

147. Plaintiffs incorporate the allegations contained in paragraphs I through 107 as if restated herein. c

001. This is a claim for negligent misrepresentati ( ciera

001. As described more fully above, Roths his firm, RRA, and through TD Bank. ting a Ponzi scheme through

001. 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.

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

001. 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 confidence in her and relying on her to inform them.

001. Caretsky breached her duty to the Banyon investors by making false representations with the intention that the Banyon Investors rely on them.

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

restated herein. 155. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if 14/ )

WHEREFORE, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT VII - NEGLIGENT MISREPRESENTATION (against TD Bank, N.A.)

156. This is a claim for negligent misrepresentation^''

iNt ) 157. At all times material hereto, Kerstetter k St ng in the scope of her employment as an assistant manager of TD Bank.

158. At all times material hereto was acting in the scope of her employment as an assistant vice president and b cr of TD Bank.

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

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

001. When making the false statements and representations, TD Bank, through Kerstetter and Caretsky, either knew or reasonably should have known that they were false.

001. TD Bank owed the Banyon Investors a duty of care because it knew or had reason to know that the Banyon Investors were placing trust and confidence in it and relying on it to inform them.

001. TD Bank breached its duty to the Banyon Investors by making false representations, through Kerstetter and Caretsky, with the intention that the Baryon Investors rely on them.

001. The Banyon Investors justifiably relied upon TD Bank's, through Kerstetter's and Caretsky's, representations to their detriment.

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

WHEREFORE, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, 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 VIII - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Jennifer Kerstetter)

166. Plaintiffs incorporate the allegations contained in paragraphs I through 107 as if restated herein.

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

001. Kerstetter 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. Kerstetter 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.

001. 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 Banyon Investors.

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

001. Kerstetter's actions have directly caused injury and d e Banyon Investors.

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

#### COUNT IX - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Roseanne Caretsky)

172. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. 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.

001. Caretsky actively assisted, and provided substantial assistance, to Rothst in in his Aft& financial exploitation of the Banyon Investors and his breaches of fiduciary dutyAS h

001. Caretsky's actions have directly caused injury and d: e Banyon Investors.

WHEREFORE, LINDA VON ALLMEN, as Trustee of geNN ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT X - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against TD Bank, N.A.)

178. Plaintiffs incorporate the allegations contained in paragraphs I through 107 as if restated herein.

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

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

001. 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.

001. TD Bank 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. TD Bank 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.

001. TD Bank 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.

001. TD Bank, through its employees acting within the their employment, actively assisted, and provided substantial assistance, to Ro 's financial exploitation of the Banyon Investors and his breaches of fiduciary duty.

001. TD Bank's actions have directly caused ury and damage to the Banyon Investors.

WHEREFORE, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and DEAN 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 XI - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Debra M)

186. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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. 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.

001. was aware that Rothstein was financially exploiting the invest\* to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to the Banyon Investors.

001. actively assisted, and provided substantial ass to Rothstein in his financial exploitation of the Banyon Investors and his breach iary duty.

001. actions have directly ca d damage to the Banyon Investors.

WHEREFORE, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and request judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.

# COUNT XII — BREACH OF FIDUCIARY DUTY (against Scott Rothstein)

192. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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. Additionally, 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.

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

001. Rothstein'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, and KRETSCHMAR request judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XIII - BREACH OF FIDUCIARY DUTY (against TD Bank, N.A.)

197. Plaintiffs incorporate the allegations contained in paragraphs I through 107 as if restated herein.

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

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

001. 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.

001. In Florida, a bank assumes a fiduciary duty with its customer under special circumstances where 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, where TD Bank knew that the Banyon Investors were relying on

Kerstetter's and Caretsky's representations that the RRA trust accounts contained substantial funds, TD Bank was a fiduciary of the Banyon Investors and owed them the fiduciary duties of honesty, loyalty, and care.

202. 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.

001. TD Bank's actions have directly caused injury and damage to the Banyon Investors.

WHEREFORE, LINDA VON ALLMEN, as T ON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and ■ **KR'SCH AR request judgment against TD BANK, N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.**

#### **COUNT XIV - AIDING AND ABETTING FRAUD (against Jennifer Kerstetter)**

**204. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.**

**205. ( Sa aim for aiding and abetting fraud.**

**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.**

**207. Kerstetter knew of Rothstein's fraudulent scheme.**

**208. 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 Banyon Investors that the RRA trust accounts contained substantial funds when they did not.

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

WHEREFORE, LINDA VON ALLMEN, as Trustee of the VON ALL 31NASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request jtifgt ent against JENNIFER KERSTETTER for compensatory damages, together wi court costs and such further relief as the Court deems proper.

#### COUNT XV - AIDING AND ABETTING FRAUD (against Roseanne Caretsky)

210. Plaintiff's incorporate the allegatipji oTh fined in paragraphs 1 through 107 as if restated herein.

001. This is a claim for aid' g getting fraud.

001. As described more tully ove, 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.

001. Caretsky knew of Rothstein's fraudulent scheme.

001. Caretsky actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of The Banyon Investors through fraud. Caretsky'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.

001. Caretsky'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, and KRETSCHMAR request judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XVI - AIDING AND ABETTING FRAUD (against TD Bank, N.A.)

216. Plaintiffs incorporate the allegations contained in pare through 107 as if restated herein.

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

001. 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.

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

001. 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.

Cy 221. new of Rothstein's fraudulent scheme. Bank, through Kerstetter and Caretsky, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of the Banyon 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.

223. 'ID Bank'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, 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 XVII - AIDING AND ABETTING FRAUD (against Debra M)

224. Plaintiffs incorporate the allegations contained in Para 't1 through 107 as if restated herein.

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

001. As described more fully above, the d itacch the Banyon Investors invested were bogus and Rothstein was operating a Po bough his firm, RRA, and through TD Bank

001. knew of RothsEew'saudulent scheme.

001. actively Csist and provided substantial assistance, to Rothstein in his financial exploitation of all of the investor victims of Rothstein's Ponzi scheme, including the Banyon 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.

001. 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, and KRETSCHMAR request judgment against DEBRA

for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XVIII - CONVERSION (against Scott Rothstein)

230. Plaintiffs incorporate the allegations contained in paragraphs I throd p7 as if restated herein.

001. This is a claim for conversion. O 'S

001. As described more fully above, the deals in whic B it Investors invested were bogus and Rothstein was operating a Ponzi scheme throft h rm, RRA, and through TD ) Bank. In furtherance of the Ponzi scheme, Rothstein exercised unauthorized dominion and control over the property of the Banyon Investo sw ict be absconded with the Banyon Investors \$60,000,000.00 in funds. ( ,

001. Rothstein's conversio 4 .1an yon Investors funds has permanently deprived A, the Banyon Investors of their p

001. 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.

001. Rothstein'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, and KRETSCHMAR request judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deans proper.

#### COUNT XIX - AIDING AND ABETTING CONVERSION (against Jennifer Kerstetter)

236. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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 Banyon Investors when he absconded with their \$60,000,000.00 in funds.

001. Rothstein's conversion of the Bapyt Inyestors' funds has permanently deprived the Banyon Investors of their property.

001. Based upon Rothstein 1i nfipitially fled the country after emptying out the trust accounts, any attempts by the Banyan Initestors to make demand upon him for the return of their property would be futile.

001. 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.

001. Kerstetter'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, and KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XX - AIDING AND ABETTING CONVERSION (against Roseanne Caretsky)

243. Plaintiffs incorporate the allegations contained in paragraphs 1 throtigh107 as if restated herein. \\

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

001. As described more fully above, the deals in which le n Investors invested were bogus and Rothstcin was operating a Ponzi scheme thrett rm, RRA, and through TD Bank. In furtherance of the Ponzi scheme, Roths • \`\`exercised unauthorized dominion and control over the property of the Banyon Invest° e absconded with their 560,000,000.00 in funds.

001. Rothstein's conversio. anyon Investors' funds has permanently deprived the Banyon Investors of their

001. 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 %tile.

001. Caretsky 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 its property over to Rothstein under false pretenses.

001. Carctsky'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, and KRETSCHMAR request judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XXI - AIDING AND ABETTING CONVERSION (against TD Bank, N.A.)

250. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for aiding and abetting cony

001. As described more fully above, the d t the Banyon Investors invested were bogus and Rothstein was operating a Ponz/is n 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 S60,000,000.00 in funds.

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

001. 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.

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

001. 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.

Investors. 258. TD Bank's actions have directly caused injury and . . I la AS C : . the Banyon

WHEREFORE, LINDA VON ALLMEN, as Trustee o TRUST, D&L PARTNERS, LP, and KRETS\\ N ALLMEN DYNASTY uest judgment against Ti) BANK N.A., for compensatory damages, together with con costs and such further relief as the Court deems proper.

257. TD 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 the Banyon Investors of their property by allowing Rothstein to make unauthorized withdrawals of its funds and by deceiving the Banyon Investors Aimmt into turning its property over to Rothstein under false pretenses.

# COUNT XXII - AIDING AND ABETTING CONVERSION (against Debra M)

259. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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 Banyon Investors when he absconded with the Banyon Investors' \$60,000,000.00 in funds.

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

001. 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.

001. 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.

001. actions have directly caused injury and damages to the Banyon Investors.

WHEREFORE, LINDA VO EN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XXIII - NEGLIGENT SUPERVISION (against TD Bank, N.A.)

266. Plaintiffs ineozporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. a claim for negligent supervision.

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

269. In reliance on Kerstetter's and Caretsky's representations, on May 5, 2009, the Banyon Investors began sending payments to RRA's account at TO Bank, eventually funding a total of \$60,000,000.00.

001. The Banyon Investors' reliance on Kerstetter's and Caretsky's repretentations was reasonable and justified.

001. TD Bank owed a duty to the Banyon Investors to ensure th oyees were not actively defrauding depositors by making false representations i ord to trick them into making unsafe deposits into trust accounts that they knew or 1 y should have known were being raided by Rothstein.

001. TD Bank breached its duties to thetaltyo nvestors 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.

001. As a direct IC?art proximate result of TD Bank's failure to investigate or take corrective action a Kerstetter or Caretsky, the Banyon Investors have sustained damages.

WHEREFO E, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, 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 XXIV - FRAUDULENT MISREPRESENTATION (against Scott Rothstein)

274. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

001. As described more fully above, Rothstein was operating a P Ack? ' eme through his firm, RRA, and through TD Bank. c)

001. In furtherance of the Ponzi scheme, Rothstein 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.

001. Rothstein intended Razorback to act on his knowingly false representations.

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

001. As a direct and proximate result of Rothstein's false statements, Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deans proper.

#### COUNT XXV - FRAUDULENT MISREPRESENTATION (against Spinosa)

281. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

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

001. 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.

001. Spinosa intended Razorback to act on his knowingly false representations.

001. Razorback justifiably relied upon Spinosa's repreientations to its detriment.

001. As a direct and proximate result of Spinosa's false statements, Razorback has sustained damages.

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 XXVI - FRAUDULENT MISREPRESENTATION (against Jennifer Kerstetter)

288. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein

2851.. 1is is a claim for fraudulent misrepresentation.

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

001. 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.

001. Kerstetter intended Razorback to act on her knowingly false representations.

001. Razorback justifiably relied upon Kerstetter's representations to its detriment.

001. As a direct and proximate result of Kerstetter's false statements, Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment a ICERSTETTER for compensatory damages, together with court costs and er relief as the Court deems proper. JENNIFER

#### COUNT XXVII - FRAUDULENT MISREP TATION (against Roseanne Caretsifyl

295. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

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

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

2 aretsky intended Razorback to act on her knowingly false representations.

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

001. As a direct and proximate result of Caretsky's false statements, Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XXVIII - FRAUDULENT MISREPRESENTATION (against TD Bank, N.A.)

302. Plaintiff incorporates the allegations contained in paragraphs 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

001. At all times material hereto, Spinosa was a Regional Vice President of T.D. Bank. pc of his employment as

001. At all times material hereto, K as an assistant manager of TD Bank. i s acting in the scope of her employment

001. At all times material hcejo, tsky was acting in the scope of her employment as an assistant vice president and branch manager of TD Bank.

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

001. In furtherance of the Ponzi scheme, TD Bank, through Spinosa, Kerstetter, and Caretsky, 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.

001. TD Bank, through Spinosa, Kerstetter, and Caretsky, intended Razorback to act on their knowingly false representations.

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

001. As a direct and proximate result of TD Bank's, made through Spinosa's Kerstetter's, and Caretsky's, false statements, Razorback has sustained damages. 46.4

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment a N.A., for compensatory damages, together with court costs and such fu deems proper. TD BANK, as the Court

#### COUNT XXIX - FRAUDULENT MISREPRESENTATION (against Preve)

312. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

001. As described more fu) above, Rothstein was operating a Ponzi scheme through 'A() his firm, RRA, and through TD Bank.

001. In furtherance of the Ponzi scheme, Preve knowingly made material false statements and representations including, but not limited to, supplying investors with false bank account statements and false confirmations that other monies had been wired to RRA trust accounts.

001. Prevc intended Razorback to act on his knowingly false representations.

001. Razorback justifiably relied upon Preve's representations to its detriment.

001. 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 XXX - NEGLIGENT MISREPRESENTATION (against Spinosa)

319. Plaintiff incorporates the allegations contained in paragraphs restated herein.

001. This is a claim for negligent misrepresentation.

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

001. 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 untrue6ritten assurances concerning the settlement accounts.

\\/ Ir 323. When making the false, statements and representations, Spinosa either knew or reasonably should have known that they were false.

324. Spinosa owed Razorback a duty of care because he knew or had reason to know that Razorback was placing trust and confidence in him and relying on him to inform it.

001. Spinosa breached his duty to Razorback by making false representations with the intention that Razorback rely on them.

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

001. As a direct and proximate result of Spinosa's false statements, Razorback has sustained damages.

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 XXXI - NEGLIGENT MISREPRESENTATION (against Jennifer Kerstetter)

328. Plaintiff incorporates the allegations contained in paragraphs 0ASh 107 as if restated herein.

001. This is a claim for negligent misrepresentation.

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

001. In furtherance of the Ponzi sch er made material false statements and representations including, but not limitydto, plying investors with false bank account statements.

001. When making th else temcnts and representations, Kerstetter either knew or reasonably should have known that they were false.

001. Kerstetter 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 her to inform it.

001. Kerstetter breached her duty to Razorback by making false representations with the intention that Razorback rely on them.

001. Razorback justifiably relied upon Kerstetter's representations to its detriment.

001. As a direct and proximate result of Kerstetter's false statements, Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.

# COUNT XXXII - NEGLIGENT MISREPRESENTATION (against Roseanne Caretsky)

337. Plaintiff incorporates the allegations contained in paragrap 107 as if restated herein.

001. This is a claim for negligent misrepresentation. —

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

001. In furtherance of the Ponzi sch \\ ky made material false statements and representations including, but not limit to, pplying investors with false bank account statements.

Cs 341. When making th false tements and representations, Kerstetter either knew or reasonably should have known that they were false.

342. Catr,tsky owed Razorback a duty of care because she knew or had reason to know that Razorbac lacing trust and confidence in her and relying on her to inform it.

i Caretsky breached her duty to Razorback by making false representations with the intention that Razorback rely on them.

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

001. As a direct and proximate result of Caretsky's false statements, Razorback has sustained damages.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XXXIII - NEGLIGENT MISREPRESENTATION (against TD Bank, N.A.)

346. Plaintiff incorporates the allegations contained in paragraphs~3 jli igh 107 as if restated herein. 347. This is a claim for negligent misrepresentation. c)

001. At all times material hereto, Spinosa was acting in the, scope of his employment as Regional Vice President of T.D. Bank.

001. At all times material hereto, Kerb i acting in the scope of her employment as an assistant manager of TD Bank.

001. At all times material ky was acting in the scope of her employment as an assistant vice president and branchTnanager of TD Bank.

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

001. hi furtherance of the Ponzi scheme, TD Bank, through Spinosa, Kerstetter, and Caretsky,-made material false statements and representations, including, 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.

001. When making the false statements and representations, TD Bank, through Spinosa, Kerstetter, and Caretsky, either knew or reasonably should have known that they were false.

001. TD Bank owed Razorback 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.

001. TD Bank breached its duty to Razorback by making false representations, through Spinosa, Kerstetter, and Caretsky, with the intention that Razorback rely on them.

001. Razorback justifiably relied upon TD Bank's, through Spinosa's, Kerstetter's, and Caretsky's, representations to their detriment.

C, 357. As a direct and proximate result of TD Bank's rep re€) tat ons, made through Spinosa, Kerstetter, and Caretsky, Razorback has sustained d ges.

WHEREFORE, RAZORBACK FUNDING, LW 4 udgment against TD BANK, N.A., for compensatory damages, together with co d such further relief as the Court deems proper.

#### COUNT XXXIV - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Frank Spinosa)

358. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claitn for aiding and abetting breach of fiduciary duty.

001. .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 future, Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback.

001. Spinosa was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

restated herein. 364. Plaintiff incorporates the allegations contained in 2 paragraphs 1 through 107 as if

365. This is a claim for aiding and ab HS %C ACtlich of fiduciary duty.

001. Kerstetter was aware tha ee of the attorney trust account where Razorback's purported settlementfwfidxs lre deposited, Rothstein had fiduciary duties of honesty, loyalty, 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 near future, Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback.

001. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

001. Spinosa's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against FRANK A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XXXV - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Jennifer Kerstetter)

367. 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.

001. Kerstetter actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

001. Kerstetter's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.

# COUNT YOCXVI - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Roseanne Caretsky) ,-..... .,

370. Plaintiff incorporates the allegations contained in paragraphs gh 107 as if "cud, restated herein.

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

001. Caretsky was aware that as trustee of the attorney trust account where Razorback's purported settlement funds were deposited, Roth- had fiduciary duties of honesty, loyalty, and care to Razorback. Caretsky was also aware that as trustee of the attorney \[ trust account containing the funds to whi • Razorback had an exclusive right to collect in the 4-.hon .\_\_\_ near future, Rothstein had fiduciary o esty, loyalty, and care to Razorback.

001. Caretsky was aw that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

001. Caretsky actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

001. Caretsky's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT 3OOCVII - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against TD Bank, N.A.)

376. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for aiding and abetting breach of fiduciary duty. Aulk,

001. At all times material hereto, Spinosa was acting in the scope oSI' ployment, as Regional Vice President of T.D. Bank.

001. At all times material hereto, Kerstetter was acting it the e of her employment as an assistant manager of TD Bank.

001. At all times material hereto, Caretsky in the scope of her employment as an assistant vice president and branch manag ank.

6 381. TD Bank was aware th as stee of the attorney trust account where Razorback's purported settlement e deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to Ra'rtack. 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 fiduciary duties of honesty, loyalty, and care to Razorback.

382. , TD Bank was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

001. 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 Razorback and his breaches of fiduciary duty.

001. TD Bank's actions have directly caused injury and damage to Razorback.

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 VOCVIII - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Debra ME)

385. Plaintiff incorporates the allegations contained in paragraphs gh 107 as if restated herein.

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

001. was aware that as trustee of the attorney trust account where Razorback's purported settlement funds were deposited, Rothsteip had fiduciary duties of honesty, loyalty, and care to Razorback. 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.

001. was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

001. actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback and his breaches of fiduciary duty.

001. actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XXXIX - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Preve)

391. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. Preve was aware that as trustee of the attorney trust account ( :1 15Ae ctt ) Razorback's " purported settlement funds were deposited, Rothstein had fiduciary duets f nasty, 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 coiled in the near future, Rothstein had fiduciary duties of honesty, loyalty, and care to Razorback.

001. Preve was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to Razorback.

001. Preve actively assisted, and -provided substantial assistance, to Rothstein in his financial exploitation of Razorb at and his breaches of fiduciary duty.

001. Preve's acti ve directly caused injury and damage to Razorback.

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 XL — BREACH OF FIDUCIARY DUTY (against Scott Rothstein)

397. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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. 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 oc honesty, loyalty, and care to Razorback.

001. Rothstein breached his fiduciary duties by raiding the unts for his personal use.

001. Rothstein's actions have directly caused injury add dil4dQages to Razorback.

WHEREFORE, RAZORBACK FUNDING, LW, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the 1 \\ \\ Court deems proper.

#### COUNT XLI - BREACH OF FIDUCIARY DUTY (against TD Bank, N.A.)

402. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

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

001. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of T.D. Bank.

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

001. 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.

001. In Florida, a bank assumes a fiduciary duty with its customer under special circumstances where 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, I'D 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 z fiduciary duties of honesty, loyalty, and care.

001. 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.

001. TD Bank's actions have directly caused injury and damage to Razorback.

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 XLII - BREACH OF FIDUCIARY DUTY (against Preve)

410. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

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

001. By holding himself out as a co-investor, Preve became a fiduciary of Razorback and owed Razorback the fiduciary duties of honesty, loyalty, and care.

001. Preve breached his fiduciary duties by either ignoring or actively assisting and 4 providing substantial assistance to Rothstein in his financial exploitation of Razorback.

001. Preve's actions have directly caused injury and damage to Razoth

WHEREFORE, RAZORBACK FUNDING, LLC, requests jud ent st PREVE for compensatory damages, together with court costs and suc urther relief as the Court deems proper.

#### COUNT XLIII - AIDING AND ABETTING FRAUD (against Spinosa)

415. Plaintiff incorporates the allegati llyined in paragraphs 1 through 107 as if restated herein.

.416. This is a claim for ai rt' ing fraud.

/ 114/ 417. As described more fully ve, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank

418. Spinosa knew of Rothstein's fraudulent scheme.

001. 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.

001. 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 XLIV - AIDING AND ABETTING FRAUD (against Jennifer Kerstetter)

421. Plaintiff incorporates the allegations contained in paragraphs restated herein. 107 as if

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

001. As described more fully above, the deals in rback invested were bogus and Rothstein was operating a Ponzi scheme through his Thu, RRA, and through TD Bank.

001. Kerstetter knew of Rothstein's fraudulent scheme.

001. 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 funds when they did not.

001. Kerstetter's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as thc Court deems proper.

#### COUNT XLV - AIDING AND ABETTING FRAUD (against Roseanne Caretsky)

427. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. Caretsky knew of Rothstein's fraudulent scheme.

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

001. Caretsky's actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XLVI - AIDING AND ABETTING FRAUD (against TD Bank, N.A.)

433. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

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

001. 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

001. At all times material hereto Spinosa was acting in the scope of his employment for TD Bank.

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

001. 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.

001. T13 Bank knew of Rothstein's fraudulent scheme.

001. TD Bank, through Spinosa, Kerstetter, and Caretsky, actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of Razorback through fraud. TD Bank's assistance included, but was not limited to, providing entation to Razorback that the RRA trust accounts contained substantial fund they did not and supplying investors with misleading and untrue written ass ncerning the settlement accounts.

001. T13 Bank's actions have directly ca * ut and damage to Razorback.

WHEREFORE, RAZORBACK FUND G, , requests judgment against TD BANK, N.A., for compensatory damages, together with, court costs and such further relief as the Court deems proper.

# COUNT XLVU - AIDING AND ABETTING FRAUD (against Debra M)

442. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herei

si is a claim for aiding and abetting fraud.

444. 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.

001. knew of Rothstein's fraudulent scheme.

001. 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.

447. actions have directly caused injury and damage to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment asst DEBRA for compensatory damages, togc Court deems proper. th court costs and such lief as the

#### COUNT XLVIII - AIDI D ABE (against Prove)",

448. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for aiding belt\* fraud.

001. As described more fir the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi sch c through his firm, RRA, and through TD Bank.

001. Prcvc knew of Rothstein's fraudulent scheme.

001. 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 trust accounts that he knew were fabricated.

001. Preve's actions have directly caused injury and damage to Razorback.

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 XLIX - CONVERSION (against Scott Rothstein)

454. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for conversion.

001. 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.

001. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

001. 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.

001. Rothstein's actions have directly caused injury and damages to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT L- AIDING AND ABETTING CONVERSION (against Spinosa)

460. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

001. Based upon Rothstein having initially fled the country alfter egrplying out the trust accounts, any attempts by Razorback to make demand upon rm the return of its property would be futile.

001. Spinosa actively assisted, and propl su tantial assistance, to Rothstein in either temporarily or permanently depriving Raazorb3ek of its property by deceiving Razorback into turning its property over to Rothstein under false pretenses.

001. Spinosa's actions have directly caused injury and damages to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against A. SPINOSA for compensato ages, together with court costs and such further relief as the Court deems pro

#### UNT LI - AIDING AND ABETTING CONVERSION (against Jennifer Kerstetter)

467.' Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

470. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

001. Based upon Rothstein having initially fled the country after empt 'n out the trust r m e accounts, any attempts by Razorback to make demand upon him for the . its property ) would be futile.

001. Kerstetter actively assisted, and provided sub stance, to Rothstein in either temporarily or permanently depriving Razorback ' eny by deceiving Razorback into turning its property over to Rothstein under falsepreten s.

001. Kerstetter's actions have directly caused injury and damages to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against JENNIFER KERSTETTER for compensatory damagei, together with court costs and such further relief as the Court deems proper.

#### COUNT LII - AIDING AND ABETTING CONVERSION (against Roseanne Caretsky)

474. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

001. 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.

001. Caretsky 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.

001. Caretsky's actions have directly caused injury and damages to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

# COUNT LIII - AIDING,AND ABETTING CONVERSION (against TD Bank, N.A.)

481. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

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

483.. 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. 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.

484. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

001. 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.

001. At all times material hereto Spinosa was acting in the scope of his entloyment A ft & for TD Bank.

as an assistant manager of TD Bank. 487. At all times material hereto, Kerstetter was acting in the 1 0Smployment

488. At all times material hereto, Caretsky was acti scope of her employment as an assistant vicc president and branch manager of TD a a..

t 489. TD Bank, through its employees while cting within the scope of their employment, actively assisted, and provided substantial assistance, to Rothstein in either temporarily or permanently depriving Razorback of its property by allowing Rothstein to make unauthorized withdrawals of its funds aixl/by deceiving Razorback into turning its property over to Rothstein under false pretenses.

490. TD Bank's actions have directly caused injury and damages to Razorback.

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 LIV - AIDING AND ABETTING CONVERSION (against Debra

491. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property.

001. Based upon Rothstein having initially fled the country aUer emptying out the trust accounts, any attempts by Razorback to make demand upon din the return of its property would be futile.

001. actively assisted, and proviCed\\ta su ntial 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.

001. actions have directly caused injury and damages to Razorback.

WHEREFORE, RAZORBACK FUNDING, LLC, requests judgment against DEBRA for compensat Court deems pro ages, together with court costs and such further relief as the

#### UNT LV - AIDING AND ABETTING CONVERSION (against Preve)

498. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

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

001. As described more fully above, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his fimi, 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.

501. Rothstein's conversion of Razorback's funds has permanently deprived Razorback of its property. 4...t;

001. Based upon Rothstcin having initially fled the country after emp I out v the trust e accounts, any attempts by Razorback to make demand upon him for the . its property C..) would be futile.

001. Preve actively assisted, and provided substanti ce, to Rothstein in either temporarily or permanently depriving Razorback of i y deceiving Razorback into funding settlements that he knew did not exist.

001. Preve's actions have directly cowed injury and damages 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 LVI - NEGLIGENT SUPERVISION (against TD Bank, N.A.)

505. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for negligent supervision.

001. As described more fully above, Spinosa, Kerstetter, and Caretsky participated, with actual or constructive knowledge, in Rothstein's Ponzi scheme. Spinosa's, Kerstetter's, and Caretsky's participation included, but was not limited to, providing the Razorback with false information concerning the amounts deposited in RRA trust accounts and supplying investors with misleading and untrue written assurances concerning the settlement accounts.

001. In reliance on Spinosa's, Kerstetter's, and Caretsky's representations, on October 2, 2009, Razorback began sending payments to RRA's account at TD Bank, eventually funding a Ake. total of \$32,000,000.00.

001. Razorback's reliance on Spinosa's, Kerstetter's, an was reasonable and justified. resentations

001. TD Bank owed a duty to Razorback to ensure that its anployccs were not actively defrauding depositors by making false representations in order to nick them into making unsafe deposits into trust accounts that they knew or reasonably should have known were being raided by Rothstein.

001. 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 reasonably by failing to investigate or take corrective action.

001. cA j i i ct and proximate result of 113 Bank's failure to investigate or take corrective acti against Spinosa, Kerstetter, or Caretsky, 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.

his firm, RRA, and through TD Bank. it 515. As described more fully above, Rothstein was operating a P O • eme through

Complaint

#### COUNT LVII - FRAUDULENT MISREPRESENTATION (against Scott Rothstein)

513. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

001. In furtherance of the Ponzi scheme, Rothstein knowic 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.

001. Rothstein intended D3 to act on his knowingly false representations.

001. D3 justifiably relied upon Rotbstein's representations to its detriment.

001. As a direct and proximate result of Rothstein's false statements, D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB, LW, requests judgment against SCOTT ROTHSTF.IN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT LVIII - FRAUDULENT MISREPRESENTATION (against Spinosa)

520. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

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

001. 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.

001. Spinosa intended D3 to act on his knowingly false representations.

001. D3 justifiably relied upon Spinosa's representations to its detriment.

001. As a direct and proximate result of Spinosa's false statements, D3 has sustained / damages.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT LIX - FRAUDULENT MISREPRESENTATION (against Jennifer Kerstetter)

527. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated her

s is a claim for fraudulent misrepresentation.

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

001. 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.

001. Kerstetter intended D3 to act on her knowingly false representations.

001. D3 justifiably relied upon Kerstetter's representations to its detriment.

001. As a direct and proximate result of Kerstetter's false statements, D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and the Court deems proper. er relief as

#### COUNT LX - FRAUDULENT MISREPRESE, 'ATION (against Roseanne Caretsky),

534. Plaintiff incorporates the allegations tainV in paragraphs 1 through 107 as if restated herein.

l 535. 'This is a claim for fraudu e' entation.

536. As described more Rothstein was operating a Ponzi scheme through Ab14/ his firm, RRA, and through TD Bank.

001. In furtherance of the Ponzi scheme, Caretsky knowingly made material false statements and relesentations including, but not limited to, supplying investors with false bank account sta

5 tsky intended D3 to act on her knowingly false representations.

539. D3 justifiably relied upon Carctsky's representations to its detriment.

001. As a direct and proximate result of Caretsky's false statements, D3 has sustained damages.

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 LXI - FRAUDULENT MISREPRESENTATION (against TD Bank, N.A.)

541. Plaintiff incorporates the allegations contained in paragraphs ACtZgh 107 as if restated herein. 542. This is a claim for fraudulent misrepresentation. c)

001. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of T.D. Bank.

001. At all times material hereto, Kers ttestvas, acting in the scope of her employment as an assistant manager of TD Bank.

001. At all times material as an assistant vice president and branch Ac4 , sky was acting in the scope of her employment anager of TD Bank.

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

001. In furtherance of the Ponzi scheme, TD Bank, through Spinosa, Kerstetter, and Caretsky 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.

001. TI) Bank, through Spinosa, Kerstetter, and Caretsky intended D3 to act on their knowingly false representations.

001. D3 justifiably relied upon TI) Bank's through Spinosa's, Kerstetter's, and Caretsky's representations to its detriment.

001. As a direct and proximate result of TD Bank's, made through Spinosa's Kerstetter's, and Caretsky's false statements, D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against ANtt N.A., for compensatory damages, together with court costs and such further reli i e urt deems proper.

#### COUNT LXII - NEGLIGENT MISFtEP TION (against Spinosa),

551. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for negligent misrepresentation.

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

001. 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.

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

001. Spinosa 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 it.

001. Spinosa breached his duty to D3 by making false representations with the intention that D3 rely on them.

001. D3 justifiably relied upon Spinosa's representations to its detriment.

001. As a direct and proximate result of Spinosa's false statements, D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against FRANK A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT LXIII - NEGLIGENT MISREPRESENTATION (against Jennifer Kerstetter)

560. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for negligent mi i tio

001. As described more fully al oi, c stem was operating a Ponzi scheme through his firm, RRA, and through TD Ban\$

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

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

001. Kerstetter owed D3 a duty of care because she knew or had reason to know that D3 was placing trust and confidence in her and relying on her to inform it.

001. Kerstetter breached her duty to D3 by making false representations with the intention that Razorback rely on them.

001. D3 justifiably relied upon Kerstetter's representations to their detriment.

001. As a direct and proximate result of Kerstetter's false statements, D3 has sustained damages.

WHEREFORE, D3 CAPITAL CLUB, LW, requests judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as Aherc, the Court deems proper.

#### COUNT LXIV - NEGLIGENT MISREPRESENTAT (against Roseanne Carctsky)

569. Plaintiff incorporates the allegations contained in s I through 107 as if restated herein.

001. This is a claim for negligent misrepres i.Si ;

001. As described more fully above \\ was operating a Ponzi scheme through his firm, RRA, and through TD Bank. s tare

001. In furtherance of the • eine, Caretsky made material false statements and representations including, but not limited to, supplying investors with false bank account statements.

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

001. Caretsky owed D3 a duty of care because she knew or had reason to know that D3 was placing trust and confidence in her and relying on her to inform it.

001. Carctsky breached her duty to D3 by making false representations with the intention that D3 rely on them.

001. D3 justifiably relied upon Caretsky's representations to their detriment.

001. As a direct and proximate result of Caretsky's false statements, D3 has sustained damages.

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 LXV - NEGLIGENT MISREPRESENTATI (against TD Bank, N.A.)

578. Plaintiff incorporates the allegations contained in 1 through 107 as if restated herein.

001. This is a claim for negligent misrepreserna ihiit. i

001. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of T.D. Bank.

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

001. 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.

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

001. In furtherance of the Ponzi scheme, TD Bank, through Spinosa, Kerstetter, and Caretsky made material false statements and representations, including, 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..

001. When making the false statements and representations, TD Bank, through Spinosa, Kerstetter, and Carctsky either knew or reasonably should have known that they were false.

001. TD Bank owed D3 a duty of care because it knew or had reason to kno4 that D3 was placing trust and confidence in her and relying on it to infonn them.

001. TD Bank breached its duty to D3 by making false rep ti ns, through Spinosa, Kerstetter, and Caretsky, with the intention that D3 rely on th

001. D3 justifiably relied upon TD Bank's, thro AO inosa's, Kerstetter's, and Caretsky's, representations to its detriment.

001. As a direct and proximate result of-\* D1 made through Spinosa, Kerstetter, and Caretsky D3 has sustained damages.

WHEREFORE, D3 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 LXVI - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Spinosa)

590. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

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

001. 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 D3 had an exclusive right to collect in the near fixture, Rothstein had fiduciary duties of honesty, loyalty, and care to D3.

593. Spinosa was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstcin was breaching his fiduciary obligations to D3.

001. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

001. Spinosa's actions have directly caused injury and dams to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC, requ ent against A. SPINOSA for compensatory damages, together with cqu std and such further relief as the Court deems proper.

#### " 14/ COUNT I,XVII - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Jennifer Kerstetter)

596. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. Kerstetter was aware that as trustee of the attorney trust account where D3's purported settlement fluids were deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to 133. Kerstetter 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, and care to D3.

001. Kerstetter was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstcin was breaching his fiduciary obligations to D3.

001. Kerstetter actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

001. Kerstetter's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against JENNIFER ICERSTETTER for compensatory damages, together with court costs and such farther relief as the Court deems proper.

# COUNT LXVIII - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Roseanne Caretsky)

602. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for aiding and ab nrc)reach of fiduciary duty.

001. Caretsky was aware that of the attorney trust account where D3's purported settlement funds were d thstein had fiduciary duties of honesty, loyalty, and care to D3. Caretsky 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, and care to D3.

001. Caretsky was aware that Rothstein was financially exploiting the investors to their detriment, and was awarc that Rothstein was breaching his fiduciary obligations to D3.

001. Caretsky actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

001. Caretsky'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 LXIX - AIDING AND ABETTING BREACH OF FIDUCIARY D (against TD Bank, N.A.)

608. Plaintiff incorporates the allegations contained in paragraphs,J4j7igh 107 as if restated herein.

001. This is a claim for aiding and abetting breach of fiduciKt )y.

001. At all times material hereto, Spinosa was acting, in the scope of his employment as Regional Vice President of TD Bank.

001. At all times material hereto, K ttswas acting in the scope of her employment as an assistant manager of TD Bank. yy

001. At all times material tsky was acting in the scope of her employment as an assistant vice president and branch anager of TD Bank.

001. 1D Bank was aware that as trustee of the attorney trust account where 133'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, and care to D3.

001. TD Bank was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to D3.

001. 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 D3 and his breaches of fiduciary duty.

001. 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 compensatory damages, together with court costs and such further reli proper. urt deems

#### COUNT LXX - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Debra Villegas)

617. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for aiding & b ....., breach of fiduciary duty.

001. was aware that ,as stet of the attorney trust account where I33's / purported settlement funds wens deposited, Rothstein had fiduciary duties of honesty, loyalty, and care to D3. 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.

001. was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to 133.

001. actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 and his breaches of fiduciary duty.

001. actions have directly caused injury and damage to D3.

WHEREFORE, 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 LXXI — BREACH OF FIDUCIARY DUTY (against Scott Rothstein)

623. Plaintiff incorporates the allegations contained in paragrap 107 as if restated herein. 624. This is a claim for breach of fiduciary duty. c)

001. 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. Additionally, 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, and care to 1.)3.

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

001. Rothstein's actions have directly caused injury and damages to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deans proper.

#### COUNT LXXII - BREACH OF FIDUCIARY DUTY (against TD Bank, N.A.)

628. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of TD Bank.

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

001. 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.

001. In Florida, a bank assumes a fiduciary duty with itileomer under special circumstances where the bank knows or has reason to know stomer is placing trust and confidence in the bank and is relying on the bank to nse/ and inform him. Under the circumstances outlined above, whereby 11D Ba at D3 was relying on Spinosa's assurances to D3 of the precautions in placeet improper withdrawals from its account, TD Bank was a fiduciary of D3 and owed D3 the fiduciary duties of honesty, loyalty, and care. Additionally, where TD Bank k c that D3 was relying on Kerstetter's representations to D3 that the settlement trust accounts -been funded, TD Bank was a fiduciary of D3 and owed D3 the fiduciary duties of honISZ"royalty, and care. 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 and owed D3 the fiduciary duties of honesty, loyalty, and care.

001. 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 D3.

001. ID Bank's actions have directly caused injury and damage to D3.

WHEREFORE, D3 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 LXXIII - AIDING AND ABETTING FRAUD (against Spinosa)

636. Plaintiff incorporates the allegations contained in paragraphs restated herein.

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

001. As described more fully above, the deals ieW invested were bogus and Rothstein was operating a Ponzi scheme through his fum, RRA, and through TD Bank.

001. Spinosa knew of Rothstein's fraudulent scheme.

001. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 through fraud. Spinosa's assistance included, but was not limited to, supplying D3 with false bank account statements and misleading and untrue written assurances concerning the settlement accounts.

001. Spinosa's actions have directly caused injury and damage to D3.

WHEREFORE, D3 CAPITAL CLUB, LLC, requests judgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT LXXIV -AIDING AND ABETITING FRAUD (against Jennifer Kerstetter)

642. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. Kerstetter knew of Rothstein's fraudulent scheme.

001. 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 accounts contained substantial funds when they did not.

001. Kerstetter's actions have directly caused ' age to D3.

WHEREFORE, RAZORBACK FUNDING, uests judgment against JENNIFER KERSTETTER for compensatory damages, jro tlter rdh court costs and such further relief as the Court deems proper.

#### COUNT LXXV - AIDING AND ABETTING FRAUD (against Roseanne Caretsky)

648. Plaintiff incorporates the allegations contained in paragraphs 1 through l07 as if restated herein.

001. a Maim for aiding and abetting fraud.

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.

651. Caretsky knew of Rothstein's fraudulent scheme.

001. Caretsky actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation 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 most, minimal

balances and that, to the extent the accounts were funded, that Rothstein routinely raided the accounts for his own use.

653. Caretsky'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 LXXVI - AIDING AND ABETTING FRAUD (against TD Bank, N.A.)

654. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. As described more fully ab2ve, the deals in which Razorback invested were bogus and Rothstein was operating a Ponzi scheme through his firm, RRA, and through TD Bank.

001. At all times material hereto Spinosa was acting in the scope of his employment for TD Bank.

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

659, 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.

660. TD Bank knew of Rothstein's fraudulent scheme.

001. TD Bank, through Spinosa, Kerstetter, and Caretsky, actively assisted, and provided substantial 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.

001. 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 compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT LXXVII - AIDING AND ABETTING FRAUD (against Debra IME)

663. Plaintiff incorporates the allegations cont Siii taragraphs 1 through 107 as if restated herein.

001. This is a claim for aiding and abe

001. As described more fully t a e, eals in which D3 invested were bogus and Rothstein was operating a Ponzi sch, his firm, RRA, and through TD Bank.

001. knew of Rothstci 's fraudulent scheme.

001. actively assisted, and provided 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.

001. actions have directly caused injury and damage to D3.

WHEREFORE, 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 DOCVIII - CONVERSION (against Scott Rothstein)

669. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for conversion.

001. 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 513,500,000.00 in funds.

001. Rothstein's conversion of D3's finds has permanently deprived D3 of its property.

001. 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.

001. Rothstein's actions have directly caused injury and damages to D3.

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 LXXIX - AIDING AND ABETTING CONVERSION (against Spinosa)

675. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. As described more fully above, the deals in which 133 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 133's \$13,500,000.00 in funds.

001. Rothstein's conversion of D3's funds has permanently deep • ed 133 of its property.

f a" 0 679. Based upon Rothstein having initially fled the country aver emptying out the trust accounts, any attempts by 133 to make demand upon him for tl, of its property would be futile.

680. Spinosa actively assisted, and pm \\tansu ti al assistance, to Rothstein in either temporarily or permanently depriving roperty by deceiving D3 into turning its property over to Rothstein under false pretenses.

001. Spinosa's actions e directly caused injury and damages to D3.

WHEREFORE, D3 C I CLUB, LLC, requests judgment against A. SPINOSA for compensato Court deems pro ages, together with court costs and such further relief as the

#### T LXXX - AIDING AND ABETTING CONVERSION (against Jennifer Kerstetter)

682.' Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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 S13,500,000.00 in funds.

685. Rothstein's conversion of D3's funds has permanently deprived D3 of its ProPerly.

001. 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 property would be futile.

n .)

687. Kerstetter actively assisted, and provided sub istance, to Rothstein in either temporarily or permanently depriving D3 of its p\\by deceiving D3 into turning its property over to Rothstein under false pretenses. -S,

A 688. Kerstetter's actions have directly caus injury and damages to D3.

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 LVOCI - AIDING AND ABETTING CONVERSION (against Roseanne Caretsky)

689. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. Caretsky knew of Rothstein's fraudulent scheme.

001. Caretsky actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of D3 through fraud. Caretsky'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.

001. Caretsky's actions have directly caused injury and damage to D3

001. Caretsky's actions have directly caused injury and damages

WHEREFORE, D3 CAPITAL CLUB, LLC, requests jud t a ainst ROSEANNE CARETSKY for compensatory damages, together with court such further relief as the Court deems proper.

#### COUNT LXXXII - AIDING AND A(INNG CONVERSION (against TD N.A.)

696. Plaintiff incorporates the a atio ntained in paragraphs 1 through 107 as if restated herein.

001. This is a claim focacc141ing / end abetting conversion.

001. As described, more fully above, the deals in which En invested were bogus and Rothstein was op mg a Ponzi scheme through his firm, RRA, and through TD Bank. In furtherance of scheme, Rothstein exercised unauthorized dominion and control over the prop when he absconded with D3's \$13,500,000.00 in funds.

001. Rothstein's conversion of D3's funds has permanently deprived D3 of its property.

001. 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.

001. At all times material hereto Spinosa was acting in the scope of his employment for TD Bank.

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

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

001. TD 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.

001. TD Bank's actions have directly caused injury and damages to D3.

WHEREFORE, D3 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 LXXXIII - AIDING AND ABETTING CONVERSION (against Debra M)

706. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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 \$13,500,000.00 in funds.

001. Rothstein's conversion of D3's funds has permanently deprived D3 of its property.

001. Based upon Rothstein having initially fled the country after emptying out the trust accounts, any attempts by 133 to make demand upon him for the return of its property would be futile.

001. 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 Rothstein under false pretenses.

001. actions have directly caused injury and damages to D3.

WHEREFORE, 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 LXXXIV - NEGLIGENT SUPERVISION (against TD Bank N.A.)

713. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for negligent supervision.

001. As described more fully above, Spinosa, Kerstetter, and Caretsky participated, with actual or constructive knowledge, in Rothstein's Ponzi scheme. Spinosa's, Kerstetter's, and Caretsky's participation 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.

001. 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 Am, of \$13,500,000.00.

001. D3's reliance on Spinosa's, Kcrstetter's, and Caretsky' tations was reasonable and justified.

001. TD Bank owed a duty to D3 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.

001. TD Bank breached its duties to D3 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.

001. As \`'a direct and proximate result of TD Bank's failure to investigate or take corrective action against Spinosa, Kerstetter, or Caretsky, D3 has sustained damages.

WHEREFORE, D3 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 LXXXV - FRAUDULENT MISREPRESENTATION (against Scott Rothstein)

721. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

001. As described more fully above, Rothstein was operating a P i' k eme, through his firm, RRA, and through TD Bank.

001. In furtherance of the Ponzi scheme, Rothstein wine 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.

001. Rothstein intended BFMC to act on his knowingly false representations.

001. BFMC justifiably relied upon Rothstein's representations to its detriment.

001. As a direct and proximate result of Rothstein's false statements, BFMC has sustained damages.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deans proper.

#### COUNT LXXXVI - FRAUDULENT MISREPRESENTATION (against Spinosa)

728. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

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

001. 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.

001. Spinosa intended BFMC to act on his knowingly false representations.

001. BFMC justifiably relied upon Spinosa's representations to its detriment.

/ 734. As a direct and proximate result of Spinota'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 LXXXVII - FRAUDULENT MISREPRESENTATION (against TD Bank, N.A.)

735. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herei

7 s is a claim for fraudulent misrepresentation.

737. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of TD Bank.

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

001. 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.

001. TD Bank, through Spinosa, intended BFMC to act on their knowingly false representations.

001. BFMC justifiably relied upon TD Bank's, through Spinosa's representations, to their detriment.

001. As a direct and proximate result of TD 3,piadc through Spinosa's, false statements, BFMC has sustained damages.

WHEREFORE, BFMC INVESTME LI requests judgment against TD BANK, N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.

# COUNT LXXXV1II - FRAUDULENT MISREPRESENTATION (against David Boden)

743. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated he

7 rs is a claim for fraudulent misrepresentation.

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

001. 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.

001. Bodcn intended BFMC to act on his knowingly false representations.

001. BFMC justifiably relied upon Boden's representations to its detriment.

001. As a direct and proximate result of Boden's false statements, BFMC has sustained damages.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment AVID BODEN for compensatory damages, together with court costs and su id as the Court deems proper.

#### COUNT LXXXVIX - FRAUDULENT MISREPRESENTATION (against Andrew Barnett)

750. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for fraudulent misrepresentation.

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

001. In furtherance of the Ponzi scheme, Barnett knowingly made material false statements and iejnesentations including, but not limited to, supplying BFMC with false information about the identity of the defendant who was purportedly funding the settlement.

001. Bamett intended BFMC to act on his knowingly false representations.

001. BFMC justifiably relied upon Bamett's representations to its detriment.

001. As a direct and proximate result of Bamett'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 XC - NEGLIGENT MISREPRESENTATION (against Spinosa)

757. Plaintiff incorporates the allegations contained in paragraphs restated herein. gh 107 as if

001. This is a claim for negligent misrepresentation.

001. As described more fully above, Rothstein w operating a Ponzi schcme through his firm, RRA, and through TD Bank.

001. In furtherance of the Ponzi sch ppsa made material false statements and representations including, but not limit o, plying investors with false bank account statements and misleading and untru surances concerning the settlement accounts.

001. When making the false Vatements and representations, Spinosa either knew or reasonably should have known that they were false.

001. Spinosa owed BFMC a duty of care because he knew or had reason to know that BFMC was placing trust and confidence in him and relying on him to inform it.

001. Spinosa breached his duty to BFMC by making false representations with the intention that BFMC rely on them.

001. BFMC justifiably relied upon Spinosa's representations to its detriment.

001. 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 XCI - NEGLIGENT MISREPRESENTATION (against TD Bank, N.A.)

766. Plaintiff incorporates the allegations contained in paragraphs 1 thwc gh 1 as if restated herein. O

001. This is a claim for negligent misrepresentation.

001. At all times material hereto, Spinosa was acti li..o pe of his employment as Regional Vice President of T.D. Bank. "k ?

001. As described more fully above, Roth was operating a Pond scheme through his firm, RRA, and through 'ID Bank.

001. In furtherance of the Ponzi scheme, 'ID Bank, through Spinosa, made material false statements and representations, Inchicling, 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..

001. this making the false statements and representations, TD Bank, through Spinosa, either knew or reasonably should have known that they were false.

001. 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.

001. TD Bank breached its duty to BFMC by making false representations, through Spinosa, with the intention that BFMC rely on them.

001. BFMC justifiably relied upon TD Bank's, through Spinosa's, representations to its detriment.

001. As a direct and proximate result of TD Bank's representations, made through Spinosa, BFMC has sustained damages.

WHEREFORE, BFMC INVESTMENT, LW, requests judgment ag N.A., for compensatory damages, together with court costs and such fu deems proper. TD BANK, the Court

#### COUNT XCII - NEGLIGENT MISREPRESENATION (against Andrew Barnett)

776. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein,

001. This is a claim for negligent misrepresentation.

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

001. In furtherance of the Ponzi scheme, Bamett made material false statements and representations including, but not limited to, supplying BFMC with false information about the identity of the defendant who was purportedly funding the settlement.

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

001. Barnett owed BFMC a duty of care by affirmatively and voluntarily undertaking to offer BFMC information.

001. Barnett breached his duty to BFMC by making false representations with the intention that BFMC rely on them.

001. BFMC justifiably relied upon Bamett's representations to its detriment.

001. As a direct and proximate result of Bamett'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 XCIII - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Spinosa)

785. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. Spinosa was aware that as trustee of the attorney trust account where BFMC's purported settlement funds were depOiited, Rothstein had fiduciary duties of honesty, loyalty, and care to BFMC. Spinosa 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 i z had fiduciary duties of honesty, loyalty, and care to BFMC.

001. Spinosa was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to BFMC.

001. Spinosa actively assisted, and provided substantial assistance, to Rothstcin in his financial exploitation of BFMC and his breaches of fiduciary duty.

001. 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.

#### COUNT XCIV - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against ID Bank, N.A.)

791. Plaintiff incorporates the allegations contained in paragraphs\_ i J V 107 as if restated herein.

001. This is a claim for aiding and abetting breach of fi

001. At all times material hereto, Spinosa was actieg C)in pc of his employment as Regional Vice President of TD Bank.

S 4 794. ID Bank was aware that as trus purported settlement funds were deposit o 'n had fiduciary duties of honesty, loyalty, alto t 'Lie < 4 attorney trust account where BFMC's and care to BFMC. TD Bank are 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.

795. TD Bank was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to BFMC.

001. 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 BFMC and his breaches of fiduciary duty.

001. 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.

#### COUNT XCV - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against David Boden)

798. Plaintiff incorporates the allegations contained in paragraphs 107 as if restated herein.

001. This is a claim for aiding and abetting breach of fiducia

001. Boden was aware that as trustee of the attorney trust account where BFMC's purported settlement funds were deposited, Rothstein had fithiciary 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.

001. Boden was aware that Rothstein was financially exploiting the investors to their detriment, and was aware that Rothstein was breaching his fiduciary obligations to BFMC.

001. Boden actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of BFMC and his breaches of fiduciary duty.

001. Boden's actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against DAVID BODEN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XCVI - AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (against Debra M)

804. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. was aware that as trustee of the attorney trust account ere 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, anuare to BFMC.

001. was aware that Rothstei 4pis, ncially exploiting the investors to their detriment, and was aware that Rothstein w brewing his fiduciary obligations to BFMC.

001. actively assi kat rovidcd substantial assistance, to Rothstein in his financial exploitation of BFMC endhis 6Feaches of fiduciary duty.

001. actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XCVII - BREACH OF FIDUCIARY DUTY (against Scott Rothstein)

810. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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. Additionally, 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 honest, loyalty, A'ast and care to BFMC.

001. Rothstein breached his fiduciary duties by raiding the RRA tie unts for his personal use. C )

001. Rothstein's actions have directly caused injury and damages to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT XCVIII - BREACH OF FIDUCIARY DUTY (against TD Bank, N.A.)

815. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

001. This a claim for breach of fiduciary duty.

001. ti es material hereto, Spinosa was acting in the scope of his employment as Regional resident of TD Bank.

001. In Florida, a bank assumes a fiduciary duty with its customer under special circumstances where 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 BFMC was relying on Spinosa's assurances to BFMC of the precautions in place to prevent improper withdrawals from its

account, TD Bank was a fiduciary of BFMC and owed BFMC the fiduciary duties of honesty, loyalty, and care.

819. 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 BFMC.

001. TD Bank's actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LW, requests judgment against TD BANK, N.A., for compensatory damages, together with court costs further relief as the Court deems proper.

#### COUNT XCIX - AIDING ANICA:1TTING FRAUD (against Frank Spinosa)

821. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. As described tnore 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.

001. Spinosa knew of Rothstein's fraudulent scheme.

001. Spinosa actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of BFMC through fraud. Spinosa's assistance included, but was not limited to, supplying BFMC with false bank account statements and misleading and untrue written assurances concerning the settlement accounts.

001. Spinosa's actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LW, requests judgment against A. SPINOSA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT C - AIDING AND ABETTING FRAUD (against TD Bank, N.A.)

827. Plaintiff incorporates the allegations contained in paragraphs gh 107 as if restated herein.

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

001. As described more fully above, the deals in rback invested were bogus and Rothstein was operating a Ponzi scheme through bis firm, RRA, and through TD Bank.

001. At all times material hereto Sp Spading in the scope of his employment for TD Bank.

001. 'ID Bank knew of Ro udulcnt scheme.

001. TD Bank, through Spino 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.

001. TD Bank's actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LW, requests judgment against TD BANK, N.A., for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CI - AIDING AND ABETTING FRAUD (against David Boden)

834. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. Boden knew of Rothstein's fraudulent scheme.

001. Boden actively assisted, and provided substantial assistance, to Rothstein in his financial exploitation of BFMC through fraud. Boden's assistance included, but was not limited to, making assurances to BFMC that there were safeguards in place to protect its deposits, all the time knowing that no such safeguards existed.

001. Boden's actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC' INVESTMENT, LLC, requests judgment against DAVID BODEN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CII - AIDING AND ABETTING FRAUD (against Debra M)

840. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. knew of Rothstein's fraudulent scheme.

001. 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.

001. actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CIII - AIDING AND ABE1TING FRAUD (against Andrew Barnett)

846. Plaintiff incorporates the allegations contained in paragraphs 1 through 107 as if restated herein.

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

001. 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.

001. - Barnett knew of Rothstein's fraudulent scheme.

001. Bamctt 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. Barnett'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 scheme.

851. Bamett's actions have directly caused injury and damage to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against ANDREW Atit BARNETT for compensatory damages, together with court costs and such furth relief as the Court deems proper.

CO

852. Plaintiff incorporates the allegations cont graphs I through 107 as if restated herein.

#### COUNT CI V - CONVERSION (against Scott Rothstein)

853. This is a claim for conversion.

001. As described more fully a ?e, Sby deats in which BFMC invested were bogus and Rothstein was operating a Po • • rough his firm, RRA, and through TD Bank. In furtherance of the Ponzi schematoth ein exercised unauthorized dominion and control over the property of BFMC when he absconded with BFMC's \$2,400,000.00 in funds.

001. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

ased 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.

857. Rothstein's actions have directly caused injury and damages to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CV - AIDING AND ABETTING CONVERSION (against Spinosa)

858. Plaintiff incorporates the allegations contained in paragrap 107 as if restated herein.

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

001. As described more fully above, the deals On FMC 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 exerased unauthorized dominion and control over the property of BFMC when he absconded with D3's \$2,400,000.00 in funds.

001. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

001. 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.

001. Spinosa 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.

001. Spinosa's actions have directly caused injury and damages 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.

# COUNT CVI - AIDING AND ABETTING CONVERSION (against TO Bank, N.A.)

865. Plaintiff incorporates the allegations contained in paragrap restatcd herein. 107 as if

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

001. As described more fully above, the deals VIii C 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 BPMC \$2,400,000.00 in funds.

001. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

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

IL...) 87Ntib kt all times material hereto Spinosa was acting in the scope of his employment \\ for TD Bank.

871. TD 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 BFMC of its property by allowing Rothstein to make restated herein. 873. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if

001. This is a claim for aiding and a S S?

unauthorized withdrawals of its funds and by deceiving BFMC into turning its property over to Rothstein under false pretenses.

872. 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 CVII - AIDING AND ABETTING CONVERSION (against David Boden)

875. As described more fully a e, t deals in which BFMC invested were bogus and Rothstein was operating a Ponzj4 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 heabsconded with BFMC's \$2,400,000.00 in funds.

001. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

001. 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.

001. Boden 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.

001. Boden's actions have directly caused injury and damages to BFMC.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against DAVID BODEN for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CVIII - AIDING AND ABETTING CONVERSION (against Debra la

880. Plaintiff incorporates the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for aiding and abetting conversion:

001. As described more fully above, the deal ywhich BFMC invested were bogus and Rothstein was operating a Ponzi scheme trot\* 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.

001. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

001. 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.

001. 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.

001. actions have directly caused injury and damages to BFMC.

restated herein. kA 888. Plaintiff incorporates the allegations contained in paragraphs, '41 107 as if 11.

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

Complaint

887. WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### (against Andrew Barnett) COUNT CIX - AIDING AND ABETTING CONVERSION

890. As described more fully above, the deals fof MC 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 13FMC's \$2,400,000.00 in funds.

001. Rothstein's conversion of BFMC's funds has permanently deprived BFMC of its property.

001. 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.

001. Barnett 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.

001. Bamett's actions have directly caused injury and damages to BFMC.

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 CX - NEGLIGENT SUPERVISION (against TB Bank, N.A.)

895. Plaintiff incorporates the allegations contained in paragraphs 107 as if restated herein.

001. This is a claim for negligent supervision.

001. As described more fully above, Spinosa \*th actual or constructive knowledge, in Rothstein's Ponzi scheme. Spinosa's participation included, but was not limited to, providing BFMC with false information concerning the amounts deposited in RRA trust accounts and supplying investors with mi in' and untrue written assurances concerning the settlement accounts.

001. In reliance on Si,': representations, on October 15, 2009, BFMC wired \$2,400,000.00 to RRA's TO Bank account.

001. BFMC's reliance on Spinosa's representations was reasonable and justified.

001. 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.

001. 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 in the unauthorized raiding of investors' deposits, and acted unreasonably by failing to investigate or take corrective action.

902. As a direct and proximate result of TD Bank's failure to investigate or take corrective action against Spinosa, BFMC has sustained damages.

WHEREFORE, BFMC INVESTMENT, LLC, requests judgment against TD BANK N.A., for compensatory damages, together with court costs and such fu yy is the Court deems proper.

#### COUNT CXI - CIVIL CONSPI (against Scott Rothstein,'

903. Plaintiffs incorporate the allegations t paragraphs 1 through 107 as if restated herein.

001. This is a claim for civil co i 'racy.

' 905. As described more y to Rothstein, Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Prove, and T owing,ly 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.

906. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TD Bank 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.

001. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, la Barnett, Preve, and TD Bank were contrary to law, as stated above.

001. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Bamett, Prevc, TD Bank, and other individuals and entities, both known and unknown, to commit the unlawful acts alleged herein. s conspiracy to commit these unlawful overt acts proximately caused and continu e Plaintiffs damages.

001. Rothstein and his co-conspirators' conduct has caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDIN INVESTEMENT, LLC, LINDA VON ALLMEN, as rustec of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against SCOTT ROTHSTEIN for compensatory damages, together with court costs and such further relief as the Court deems proper. ASb3 CAPITAL CLUB, LLC, BFMC

#### COUNT CXII - CIVIL CONSPIRACY (against TD Bank, N.A.)

910. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for civil conspiracy.

001. At all times material hereto, Spinosa was acting in the scope of his employment as Regional Vice President of T.D. Bank.

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

001. 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.

001. As described more fully above, TD Bank, acting through its employees, and Rothstein, Bodcn, Barnett, and Preve 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.

001. TD, through its employees, and Rothstein, Boden, Barnett, and Prevc 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.

001. The overt acts of TD Bank, Rothstein, Boden, MI, Barnett and Preve were contrary to law, as stated above.

001. There was a meeting of the minds between and among TD Bank, through its employees, and Rothstein, Boden, M, Barnett, Prcve, 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.

001. "ID Bank's and its co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC INVESTEMENT, LW, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY

TRUST, D&L PARTNERS, LP, 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 CXIII - CIVIL CONSPIRACY (against Spinosa)

920. Plaintiffs incorporate the allegations contained in paragraph gh 107 as if restated herein.

001. This is a claim for civil conspiracy. a22. As described more fully above, Rothstein, Spit, Ac ) erstetter, Caretsky, Boden, Barnett, Preve, and TD Bank 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 were no more than blatant fabrications by Rothstein. i

001. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TD Bank acted in their respeettve 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.

001. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett Preve, and TD Bank were contrary to law, as stated above.

001. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M., Barnett, Preve, TD Bank, 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.

926. Spinosa's and his co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC INVESTEMENT, LLC, LINDA VON ALLMEN, as Trustee of the VON A LMEN DYNASTY r 14/ ' TRUST, D&L PARTNERS, LP, and 1CRETSCHMAR request tent against SPINOSA for compensatory damages, together with court coe such further relief as the Court deems proper.

#### COUNT CXIV - CIVIL CO RACY (against Jennifer Kerstetter)

927. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for civil conspiracy.

001. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretsky, Bodcn, Barnett, Preve, and TD Bank knowingly acted in concert to market and implement the illegal Ponzi stheme. In doing so, Kerstetter 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.

001. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TD Bank acted in their 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.

931. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Barnett, Prove, and TD Bank were contrary to law, as stated above.

001. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Barnett, Preve, TD Bank, 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.

001. Kerstetter's and her co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC 1NVESTEMENT, LW, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against JENNIFER KERSTETTER for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CXV - CIVIL CONSPIRACY (against Roseanne Caretsky)

934. Plaintiffs incorporate the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for civil conspiracy.

001. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TD Bank knowingly acted in concert to market and implement the

illegal Ponzi scheme. In doing so, Caretsky 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.

937. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Bamett, Preve, and TD Bank acted in their respective roles, as described supra, according to a predeiennined and commonly understood and accepted plan of action all for the purpose of obtaining substantial funds from investors, including Plaintiffs.

001. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and 'I'D Bank were contrary to law, as stated above.

001. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Carctsky, Bodcn, a, Barnett, Preve, TD Bank, 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.

001. Caretslcy's and her co-conspirators' conduct has directly caused injury and damage to Plaintiff&

WHEREFORE, RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC INVESTEMENT, LW, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against ROSEANNE CARETSKY for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CXVI - CIVIL CONSPIRACY (against David Boden)

941. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for civil conspiracy.

001. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretsky, Boden, , Barnett, Preve, and TD Bank knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so, Boden 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.

001. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TD Bank 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.

001. The/ overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Barnett, Preve, and ID Bank were contrary to law, as stated above.

001. -\_11tere was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Prevc, TD Bank, 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.

001. Boden's and his co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC INVESTEMENT, LLC, LINDA VON ALLMEN, as Trustee of the VON ALLMEN ASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgmea tnst DAVID BODEN for compensatory damages, together with court costs and su relief as the Court deems proper.

#### COUNT CXVII - CIVIL CONSPIRACY (against Debra Villegas)

948. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for civil co

001. As described more Rothstein, Spinosa, Kerstetter, Carctsky, Boden, Barnett, Preve, and TD Bank 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.

001. Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TD Bank 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.

001. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Barnett, Preve, and TD Bank were contrary to law, as stated above.

001. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Barnett, Prcve, TD Bank, and other individuals and AN, entities, both known and unknown, to commit the unlawful acts alleged herein conspiracy to commit these unlawful overt acts proximately caused and continu damages. Plaintiffs

001. to Plaintiffs. and her co-conspirators' conduct has t caused injury and damage

WHEREFORE, RAZORBACK FUNDIN 1NVESTEMENT, LLC, LINDA VON ALLMEN, as CAPITAL CLUB, LLC, BFMC stee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and DEAN KRETSCHMAR request judgment against DEBRA for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CXVIII - CIVIL CONSPIRACY (against Andrew Barnett)

955. Plaintiffs incorporate the allegations contained in paragraphs I through 107 as if restated herein.

001. This is a claim for civil conspiracy.

001. As described more fully above, Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TO Bank 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.

001. Rothstein, Spinosa, Kerstetter, Carctsky, Boden, M, Barnett, Preve, and TD Bank acted in thcir 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.

001. The overt acts of Rothstein, Spinosa, Kerstetter, Caretsky, Boden, Barnett, Preve, and TD Bank were contrary to law, as stated aboVe.

001. There was a meeting of the minds between and among Rothstein, Spinosa, Kerstetter, Caretsky, Boden, M, Barnett, Preve, TD Bank, 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.

001. Barnett's and his co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC INVESTEMENT,, LLC, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY \\ — TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against ANDREW BARNETT for compensatory damages, together with court costs and such further relief as the Court deems proper.

#### COUNT CXIX - CIVIL CONSPIRACY (against Preve)

962. Plaintiffs incorporate the allegations contained in paragraphs 1 through 107 as if restated herein.

001. This is a claim for civil conspiracy.

001. As described more fully above, Rothstein, Spinoza, Kerstetter, Caretsky, Boden, M, Barnett, Preve, and TD Bank knowingly acted in concert to market and implement the illegal Ponzi scheme. In doing so, Preve 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.

001. Rothstein, Spinoza, Kerstetter, Caretsky, Bodcn, M, Barnett, Preve, and TD Bank 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.

001. The, overt acts of Rothstein, Spinoza, Kerstetter, Carctsky, Bodcn, Bamctt, Prev 'and TD Bank were contrary to law, as stated above.

001. There was a meeting of the minds between and among Rothstein, Spinoza, Kerstetter, Caretsky, Boden, Barnett, Preve, TD Bank, 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.

001. Preve's and his co-conspirators' conduct has directly caused injury and damage to Plaintiffs.

WHEREFORE, RAZORBACK FUNDING, LLC, D3 CAPITAL CLUB, LLC, BFMC INVESTEMENT, LLC, LINDA VON ALLMEN, as Trustee of the VON ALLMEN DYNASTY TRUST, D&L PARTNERS, LP, and KRETSCHMAR request judgment against PREVE for compensatory damages, together with court costs and such firth f as the Court deems proper.

# DEMAND FOR JURY TRIAL

Plaintiffs hereby demands a trial by jury as to all issues so triable by right.

CONRAD & SCHERER, LLP

Attorneys for Plaintiffs

'4 633 South Federal Highway, 8th Floor

Fort Lauderdale, Florida 33301

Tel: (954) 462-5500

Fax: (954) 463-9244

BY:

Florida Bar No.: 169454

**APP.18**

NOT A CERTIFIED COPY

#### UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

CASE NO. 09-61780-CIV-ZLOCH/ROSENBAUM

UNITED STATE OF AMERICA,

v.

Plaintiff;

VARIOUS REAL PROPERTIES PURCHASED BY OR WITH OR O1i BEHALF OF SCOTT W. ROTHSTEIN, SPECIFICALLY:

- (1) REAL PROP RTY AND APPURTENANCES, LOCATED AT 307 CASTILLA ISLE, FORT LAUDERDAL FLORIDA;
- (2) REAL PROPERTY AND APPURTENANCES, LOCATED AT 308 CASTILLA ISLE, FORT LAUDERDALH, FLORIDA; <sup>&</sup>lt; C):49 (3) REAL PROPERTY AND APPURTENAN4 LOCATED AT 316 CASTILLA ISLE, FORT LAUDERDALE, FLORIDA;
- (4) REAL PROERTY AND APPUR LOCATED AT 30 ISLA BAHIA DRIVE, FORT LAUDERDALE, FLORIDA;
- (5) REAL PROPERTY AND APPURTENANCES, LOCATED AT 29 ISLA BAHIA DRIVE, FORT LAUDERDALE, FLORIDA;
- (6) REAL PRO,ERTY AND APPURTENANCES, LOCATED AT 350 SE 2ND STREET, UNIT 2840, FORT LAUDEaDALE, FLORIDA;
- (7) REAL PROPERTY AND APPURTENANCES, LOCATED AT t 310 CARRINGTON DRIVE, WESTON, FLO DA; 1
- (8) REAL PROPSERTY AND APPURTENANCES, LOCATED AT 133 IMPERIAL POINT DRIVE, FORT LAUDE ALE, FLORIDA;

AND INCLUDI REAL PROPER VESSELS("VV BANK ACCOU INTERESTS ("I SPECIFICALLY G THE FOLLOWING LIES ("RP"), VEHICLES & '), TANGIBLES ("T"), TS ("BA"), BUSINESS I") AND CONTRIBUTIONS ("C"),

(RP9) REAL PROPERTY AND APPURTENANCES, LOCATED AT 3627 CASTILLA ISLE, FORT LAUDEITALE, FLORIDA;

(RP10) REAL P OPERTY AND APPURTENANCES, LOCATED AT 0630 NW 14Th STREET, APT. 110, PLANTATION, FLORIDA;

(RPII) REAL PROPERTY AND APPURTENANCES, LOCATED AT /27 GARDEN COURT, LAUDERDALI BY THE SEA, FLORIDA;

(RP12) REAL PROPERTY AND APPURTENANCES LOCATED AT 708 SPANGLER BOULEVARD, , ., BAY 1, HOLLYWOOD, FLORIDA;

(RPI3) REAL P LOCATED AT FORTLAUDEI OPERTY AND APPURTENANCES, 012 EAST BROWA ULEVARD, DALE, FLORIDA.

(RP14) REAL PROPERTY AND 4ENANCES, LOCATED AT 9' 50 N FEDERAL HIGHWAY, FORT LAUDERDALE, FLORIDA;

(RP15) REAL P LOCATED AT COMMERCIAL FORT LAUDEF 1.OPERTY AND APPURTENANCES, 50 LAS OLAS BOULEVARD, UNIT 2, DALE, FLORIDA;

(VV I ) 1990 Rsq FERRARI F40 COUPE, VIN: ZFFMN34A5L0087066;

(VV2) 2009 CONVERTIBLE, VIN: SCBDI1129C059672;

(VV3) 2008 YELLOW MCLAREN MERCEDES BENZ SLR, VIN: WDDAK761,98M001788;

(VV4) 2007 BLIqcx LimousrNEM EXPEDITION, VIN: 1 F1 FK155 7LA59223;

(VV5) 2009 RE VIN: ZFFEW59 **FERRARI** 430 SPIDER, 380163011;

(VV6) 2007 SIL ER ROLLS ROYCE CONVERTIBLE, VIN: SCAlL68157UX23044;

(VV7) 2006 SrL ER HUMMER HI, VIN: 137PH843 6E220665;

(VV8) 2008 CAI ILLAC ESCALADE, VIN: IGYEC63 58R234458;

(VV9) 1967 RE CONVERTIBLE CORVETTE, VW:194677Si 745;

(VV10) 2009 BLACK BuGArri VEYRON EB 16.4, VIN: VF9SA25 28M795153;

(VV11) 2008 B ROLLS ROYCE DROPHEAD C VIN: SCA2D68 28UX 16071;

(VV12) 2006 D FERRARI F430 SPIDE .14 ....,.8.' YIN: ZFFEW59 560148863;

(VV13) 2008 C VROLET COR YIN: 1O1 YY26 485120085;

(VV14) 2009 C VROLE Z06, YIN: IGIYZ26 99511192 ;

(VV15) 200913E YIN: ZAMGJ45 GRAY MASERATI GRANTURISMO COUPE, A090042326;

(VV16) 2009 WHITE MERCEDES BENZ, VIN: WDBSK7 F159F49477;

(VV17) 2007 87 HULL # WAR87 776707; (VV18) 33' AQu RIVA, HULL # XFA3311 74G405;

(VV19) 200911 YAMAHA JET SKI, HULL # YAMA3 611809;

(VV20) 200911' YAMAHA VS, HULL # YAMA3 26I809;

(VV21) 200911 YAMAHA VS, HULL #YAMA2 79G809;

(VV22) 1999 55' SEA Ray 540 SUNDANCER, HULL # SERY0 1899;

(VV23) 2009 YAMAHA JET SKI, HULL # YAMA4I288K809.

(VV 24) 2010 WLITE LAMBORGIIINI LP-670SV, VIN: ZHWBU8AHXALA03837;

(VV25) MERCE ES BENZ S65 VR BYTURBO, VIN: WDDEJ79 8A015189, FLORIDA TAG V490;

(VV26) 2009 BMW CON VER VIN: WBALM5 529E160836;

(VV27) 2009 M RCEDES B SLK 350 CONVERTIBL, VIN: WDBWK 8F19F190779;

ES OF JEWELRY; (T1) 304 PIE

NT LIGHTERS; (T2) 16 D P

SPORTS MEMORABILIA; (T3)

IN UNITED STATES CURRENCY; (T4) \$27 ,16

UNITED STATES CURRENCY; (r5) \$1,500

AMERICAN EXPRESS (T6) \$30,000 GIFT CARDS;

(17) \$50,000 N AMERICAN EXPRESS GIFT CARDS;

(T8) 5 ADDI IONAL WATCHES;

(T9) GUITAR COLLECTION;

(BA l) FIDELI1 Y INVESTMENTS ACCOUNT, IN THE NAME OF CO W. ROTHSTEIN, VALUED AT APP OXIMATELY \$1,263,780;

(BA2) GIBRA AR BANK ACCOUNT IN THE NAME OF WAWW 3 LLC, IN THE APPROXIMATE AMOUNT OF \$117,032.76;

(BA3) GIBRALTAR BANK ACCOUNT IN THE APPROXIMATE AMOUNT OF \$53,448.5 I ;

(BA4) GIBRALTAR BANK ACCOUNT IN THE APPROX TE AMOUNT OF \$71,793.06;

(BA5) GIBRALTAR BANK ACCOUNT IN THE APPROXIMATE AMOUNT OF \$995,521.

(BA6) BANK POPULAIRE, MOROCCO, B ACCOUNT IN THE NAME OF COTT ROTHSTEIN, IN THE APPROXIMATE OUNT OF \$12,000,000;

Cos

(BA7) BANK POPULAIRE, MOROCCO, ACCOUNT IN THE NAME OF (kHNICK iCHALTD, UP TO THE AMOUNT i OF \$2,000,000;

(BA8) BANK P/OPULAIRE, MOROCCO, ACCOUNT IN THE NAME OF TEVE CAPUTI, UP TO THE AMO OF \$1,000,000;

(BI1) CERTIFICATES OR BENEFICIAL MIST IN %No SHARES OF CAPITAL IN GIBRALTAR PRIVATE BANK & TRUST;

(812) Scorr W. ROTIISTEDeS EQUITY INTEREST IN QTASK;

(BD) ScotT BROWARD BA . ROTHSTEIN'S EQUITY INTEREST IN OF COMMERCE;

(314) Scorr BOVA RISTORA . ROTHSTEIN'S EQUITY INTEREST IN E;

(BI5) Scorr BOVA CUCINA; . ROTHSTEIN'S EQUITY INTEREST IN

(BI6) Scorr BOVA PRIME; . ROTHSTEIN'S EQUITY INTEREST IN

(BI7) SCOTT w. ROTHSTEIN'S EQUITY INTEREST IN CAFE IGUANA, FIIEMBROKE PINES, FLORIDA;

(BIB) SCOTT . ROTHSTEIN'S EQUITY INTEREST IN CART SHIELD U A, LLC;

(BI9) SCOTT Vj'. ROTHSTEIN'S EQUITY INTEREST IN RENATO WATC

(BM) SCOTT EDIFY LLC; . ROTHSTEIN'S EQUITY INTERESTS,

(BIII) SCOTT W. ROTHSTEIN'S EQUITY INTEREST IN V GEORGIO VODKA;

(BII2) SCOTT W. ROTHSTEIN'S EQUITY INTEREST IN SEA CLUB;

(BI l3) SCOTT W. ROTHSTEIN'S EQUITY INTEREST IN NORTH STAR M RTGAGE;

(BI14) SCOTT KIP HUN IIKETiNG; ROTHSTEIN'S EQUITY INTEREST IN

(BI15) S RRA SPORTS A ROTHSTEIN'S EQUITY INTEREST IN ENTERTAINMENT, LLC;

(B116) SCOTT ROTHSTEIN'S EQUITY INTEREST IN VERSACE MANS ON/CASA CASUARINA, INCLUDING 10 YEAR OPERATING AGREEMENT WITH 2 TEN YEAR OPTIONS; SA

(BI17) SCOTT /. ROTHSTEIN'S EQUITY INTEREST, AND LICENSING RIG S, IN ALTERNATIVE BioFuEL COMPANY;

(BI18) SCOTT V1'. ROTHSTEIN'S EQUITY INTEREST IN RRA GOAL LI MANAGEMENT;

(BI19) SCOTT V . ROTHSTEIN'S EQUITY INTEREST IN IRON STREET M NAGEMENT, LLC;

(8120) SCOTT W . ROTHSTEIN'S EQUITY INTEREST IN, AND LOAN TO, AFFUCAT EQUITY IG DECIDE;

7

(BI21) SCOTT ROTHSTEIN'S EQUITY INTEREST IN, AND RENTS DE ED FROM BUCKY'S BBQ, LOCATED AT 1198 N. OL DIXIE HIGHWAY, BOCA RATON, FLORIDA;

(B122) Scorr AND RENTS DE AT 1299 FEDEI ROTHSTEIN'S EQUITY INTEREST IN, ED FROM THE CAR WASH LOCATED HIGHWAY, BOCA RATON, FLORIDA

(BI23) PROMIS ORY Nom BY UNIGLOBE IN FAVOR OF SCOTT W. ROTHSTEIN;

?Ss\\ (BI24) ALL EQ TY INTEREST HELD BY N BEHALF OF SCOTT W. R THSTEIN, IN VARIO TIONS AND ENTITIES;

(C1) \$6,000 CAMPAIGN C UTIONS MADE TO ALEX SINK ;AND VOLUNTARILY OFFERED, AND TURNED OVER, TO THE UNITED STATES ON BEHALF OF ALEX SINK;

(C2) \$40,000 CAMPAIGN CONTRIBUTIONS TO REPUBLICAN PA TY OF FLORIDA, "FLORIDA" ACCOUNT AND VOLUNTAR LY OFFERED, AND TURNED OVER, TO THE UNITED ST TES BY THE REPUBLICAN PARTY OF FLORIDA;

(C3) \$10,000 N CAMPAIGN CONTRIBUTIONS TO REPUBLICAN PA TY OF FLORIDA, "FEDERAL" ACCOUNT AND VOLUNTARILY OFFERED, AND TURNED OVER, TO THE UNITED STATES BY THE REPUBLICAN PARTY OF FLORIDA; (C4) \$90,000 REPUBLICAN PA OFFERED, AND BY THE REPUBLICAN PARTY OF FLORIDA; N CAMPAIGN CONTRIBUTIONS TO Te OF FLORIDA AND VOLUNTARILY ED OVER, TO THE UNITED STATES

(C5) \$5,000 IN CAMPAIGN CONTRIBUTIONS TO REPUBLICAN P TY OF FLORIDA BY ROTHSTEIN BUSINESS KNOWN AS WAWW AND VOLUNTARILY 0 FERED, AND TURNED OVER, TO THE UNITED STATESIt3Y THE REPUBLICAN PARTY OF FLORIDA;

(C6) \$800,00 CHARITABLE DONATION TO JOE DIMAGolo HILDFtEN'S HOSPITAL, WHICH HOSPITAL ADVIS .D THE UNITED STATES OF THE DONATION FRO, THE ROTHSTEIN FAMILY FOUNDATION;

(C7) \$1,000,000 CHARITABLE DONATION TO HOLY CROSS HOSPITAL, WHICH HOSPITAL ADVISED THE UNITED STATEOF THE DONATION FROM THE ROTHSTEIN FA ILY FOUNDATION;

(C8) \$9,600 CAMPAIGN CONTRIBUTIONS GOVERNOR CH RLIE CRIST AND VOLUNTARILI14/ OFFERED, AND T FtNED OVER, TO THE UNITED BY THE OFFICE OF CHARLIE CRIST;

AND

(C9) ALL FUNS VOLUNTARI TURNED OVER TO THE UNITED STATES (IRS/FBI) SINCE IN OR ABOUT OCTOBER 28, 2009 IN RESPONSE TO PUBLICITY INVOLVING SCO W. ROTHSTEIN,

# + AMENDED VERIFIED COMPLAINT FOR FORFEITURE IN REM

Plaintiff United States of America, hereby files this amended verified civil complaint for forfeiture in rem and states as follows:

endants.

#### GENERAL ALLEGATIONS

I. phis is a civil action for forfeiture in rem for various real and personal properties, acquired, owne obtained, funded or purchased, in whole or in part, by, with, at the direction of, or on behalf of, Scott W. Rothstein, individually, jointly, as alter ego of, and/or in conjunction with various entities The properties, real and personal, hereinafter collectively known as "the defendants" or ' the defendant properties," violated 18 U.S.C. §1343, and/or 18 11:\$.C. §1957, and/or 18 U.S. . §1956 thereby subjecting the defendant properties to forfeiture pursuant to 18 U.S.C. § 981(a) I )(C) and/or pursuant to 18 U.S.C. § 981(a)(1)(A).

2. he defendants consist of:

A. Real Properties ("RP"), hereinafter collectively referred to as "the defendant real properties," are situated in Broward County in the Southern District of Florida, and e located at:

(RP1) 2307 Castilla Isle, Fort Lauderdale, Florida, hereafter also referred to as "Defendant RP 1 ," includes all, buildings, improvements, fixtures, attachments and easements found therein orliftercon, and is more particularly described as Lauderdale Shores Reamen Plat4541 B Lot 2 Blk 5 with a Folio Number of 5042 12 13 0210;

(RP2) 2 68 tastilla Isle, Fort Lauderdale, Florida, hereafter also referred to as "Defendant RP2," includes all buildings, improvements, fixtures, attachments and easements found therein or thereon, and is more particularly described as: Lauderdale Shores Ricamen Plat 15-31 B Lot 2 Blk 4 with a Folio Number of 5042 12 13 0020;

(RP3) 2 16 Castilla Isle, Fort Lauderdale, Florida, hereafter also referred to as "Defendant 3," includes all buildings, improvements, fixtures, attachments and easements <sup>f</sup>Iund therein or thereon, and is more particularly described as: Lauderdale Shores leamen Plat 15-31 B Lot 3 & Lot 4 W % Blk 4 with a Folio Number of 5042 12 13 0 30;

(RP4) 3 Isla Bahia Drive, Fort Lauderdale, Florida, hereafter also referred to as "Defendant 7 4," includes all buildings, improvements, fixtures, attachments and easements f und therein or thereon, and is more particularly described as: Isla Bahia 47-27 B t 63 with a Folio Number of 5042 13 16 0640;

(RPS) 2 Isla Bahia Drive, Fort Lauderdale, Florida, hereafter also referred to as "Defendant 5," includes all buildings, improvements, fixtures, attachments and easements f und therein or thereon, and is more part' sirul ely described as: Isla Bahia 47-27 B • t 35 with a Folio Number of 504 x11-Sep d

(RP6) 3 0 SE r d Street, Unit 2840, ASaud ale, Florida, hereafter also referred to as "fefendant RP6," includes that portion of the condominium, improvements, fl. tures, attachments and easements found therein or thereon, and is more particularly described as: 350 Las Olas Place Condo Unit 2840 with a Folio Number of 5042 10 AN 1490;

1 (RP7) 3 U Otngton Drive, Weston, Florida, hereafter also referred to as "Defendant includes all buildings, improvements, fixtures, attachments and easements 1÷ " f und therein or thereon, and is more particularly described as: Sector 4 North 153- 4 B Lot 24 Blk A with a Folio Number of 5039 01 02 0240;

(RP8) 2 33 Imperial Point Drive, Fort Lauderdale, Florida, hereafter also referred to as fendant RP8," includes all buildings, improvements, fixtures, attachments and

ements found therein or thereon, and is more particularly described as: Imperial P int 1 Sec 53-44 B Lot 11 Blk 22 with a Folio Number of 4942 12 07 2020;

(RP9) 2 27 Castilla Isle, Fort Lauderdale, Florida, hereafter also referred to as "Defendant P9," includes all buildings, improvements, fixtures, attachments and easements f and therein or thereon, and is more particularly described as: Lauderdale Shores eamem Plat 15-31 B Lot 22 Blk 5 with a Folio Number of 5042 12 13'0380; (RP10)1 630 NW 141° Street, Apt. 110, Plantation, Florida, hereafter also referred to as " efendant RP 10," includes that portion of the condominium/townhome, i provements, fixtures, attachments and easeme is found therein or thereon, and is ore particularly described as: OPTIM AsV' <sup>i</sup> GE 1-"C" CONDO UNIT 201 LDG 2 with a Folio Number of 49 -Skc 110; (RP11) 27 Garden Court, Lauderd y e ea, Florida, hereafter also referred to as ' s , " efendant RP11," includes that portion of the buildings, improvements, fixtures, clunents and easements found therein or thereon, and is more particularly d scribed as: SILVER SHORES UNIT A 28-39 B POR of Lot 4, BLK 5 DESC AS TO BEG AT SE COR SAID LOT 4, N 79.37 W 37.75, S 79.37, E 35.75 TO POB AKA: UNIT E MARINA VILLAGE TOWNHOMES 227GARDEN with a Folio 1N umber of 4943 18 24 0050; (R1312) 08 Spangler Boulevard, Bay 1, Hollywood, Florida, hereafter also referred to as "Defendant RPI2," includes all buildings, improvements, fixtures, attachments and erements found therein or thereon, and is more particularly described as: HARBOR MIEW 10-5 B PORTION OF LOTS 1 & 2 BLK 2 DESC AS COMM 25 S OF NE j OR OF LOT 2 ON E/L, W 20.52 ALG S/R/W/L OF ST RD 84, S 15.72 TO POB, S 7.25, E 12.59, S 24.40, W 29.92, N 7.66, W 31.74, N 24.00, E 49.07 TO POB AKA: BAY 1 PORTSIDE with a Folio Number of 5042 23 28 0010;

(RP13) 012 East Broward Boulevard, Fort Lauderdale, Florida, hereafter also referred to as "Defendant RP13," includes all buildings, improvements, fixtures, attachments aid easements found therein or thereon, and is more particularly described as: BEVERLY HEIGHTS 1-30 B LOT 1 W 100, LOT 2 W I with a Folio umber of 5042 11 07 0540;

(RP14) 50 N Federal Highway, Fort Lauderdale, FlorithNhereafter also referred to as " efendant RP14," includes all buildings, improvements, fixtures, attachments and e ements found therein or thereon, and is more particularly described as: 31-48-43 SI 150 OD FOL DESC, BEG INTER E R/W/L ST RD 5, N TO POB with a Folio Number of 4843 31 00 0401

(RP15) 350 Las Olas Boulevard, Commercial Unit 2, Fort Lauderdale, Florida, hereafter also referred I fixtures, descri o as "Defendant RP15," includes all portion of that condominium, improvements, Machine d easements found therein or thereon, and is more particularly 0 LAS OLAS PLACE COMM CONDO UNIT CU2 with a Folio Number of 51 1:1 0020.

Stehicles and Vessels ("VV"), hereinafter collectively referred to as "the defendant vehicles:"

(VV1) 1p90 Red Ferrari F40 Coupe, VIN: ZFFMN34A5L0087066;

(VV2) 21/09 Convertible, VIN: SCBDR33W29C059672;

(VV3) 2 8 Yellow McLaren Mercedes Benz SLR, VIN: WDDAK76F98M001788;

(VV4) 2 7 Black Limousine Expedition, VIN: IFIFK15557LA59223;

(VV5) 2 9 Red Ferrari 430 Spider, VIN: ZFFEW59A380 163011;

(VV6) 2 7 Silver Rolls Royce Convertible, VIN: SCA1L68557UX23044;

(VV7) 2 6 Silver Hummer HI, VIN: 137PH84396E220665;

(VV8) 2 8 Cadillac Escalade, VIN: IGYEC63858R234458;

(VV9) 1 67 Red Convertible Corvette, VIN: 194677S104745;

(VVIO) 009 Black Bugatti Veyron EB 16.4, VIN: VF9SA25C28M795153;

(VV11) 008 Blue Rolls Royce Drophead Convertible, VIN: SCA2D68528UX16071;

(VV12) 006 Red Ferrari F430 Spider, VIN: ZFFEW59A560148863;

(VV13) 008 Chevrolet Corvette, VIN: 1GIYY26W485120085;

(VV14) 009 Chevrolet Corvette Z06, VIN: IGIYZ26E995111923;

(VV15) 2009 Blue Gray ■serati **Granturismo Coupe, VIN: ZAMGJ45A090042326;**

**(VV16) 2009 Mercedes Benz, VIN WDBSK71F159F49477;**

**(VVI7) 007 87' Hull # WAR87777B707;**

**(VV18) 3' Aquariva, Hull # XFA33R74G405;**

**(VV19) 00911' Yamaha Jet Ski, Hull # YAMA3661I809;**

**(VV20) 009 11' Yamaha VS, Hull # YAMA3626I809;**

**(VV21) 009 11' Yamaha VS, Hull #YAMA2679G809;**

**(VV22) 999 55' Sea Ray 540 Sundancer, SERY001899;**

**(VV23) 2009 Yamaha Jet Ski, Hull # YAMA4288K809;**

**(VV 24) 2010 Lamborghini 1p-670sv, VIN: ZHWBUSAHXALA03837;**

(VV25) ercedes Benz S65 VR Byturbo, VIN: WDDEJ79XX8A015189;

(VV26) 009 RED BMW CONVERTIBLE, VIN: WBALM53529E160836;

(V V27) 09 MERCEDES BENZ SLK 350 CONVERTIB LE, VfN: WDBWK58F19F190779;

C. angibles ("T"), hereinafter referred to collectively as "the defendant tangibles:"

(TI) 3B4 pieces of jewelry, watches, necklaces and earrings seized on or about Monday, ovember 9, 2009 from the residence of Scott and Kimberly Rothstein;

(T2) 1 DuPont Lighters seized on or about Monday, Novergb. Q09 from the r idence of Scott and Kimberly Rothstein;

(T3) 3 pieces sports memorabilia seized on or about Mondgy,November 9, 2009 from the sidence of Scott and Kimberly Rothstei

(T4) \$ 71,160 in United States currency r about Monday, November 9, 2009 f m the residence of Scott and'if ber Rothstein;

(T5) \$ ,500 in United States currency, seized on about Wednesday, November 4, 2009, f om the office of Scott W. Rothstein at the law firm of Rothstein, Rosenfeldt and dler, P.A.;

(T6) \$ 0,000 in American Express Gift Cards to the attention of Scott Rothstein, obtained m UPS on or about November 12, 2009;

0,000 in American Express Gift Cards to the attention of Scott Rothstein, obtained Adi f.iom UPS on or about November 13, 2009;

(T8) 5 additional watches being turned over to the United States by Les Stracher;

(T9) uitar collection of Scott W. Rothstein, located at the residence of Scott and imberley Rothstein, valued between \$10,000 and \$20,000.

#### D. B a nk Accounts ("BA"), hereinafter collectively referred to as "the defendant bank ounts:"

(BA I ) F'delity II Investments a proximately \$1,263,780; Account, in the name of Scott W. Rothstein, valued at

(BA2) G braltar Bank account a proximate amount of \$117,032.76; in the name of WAWW 3 LLC, in the

(BA3) Gi raltar Bank account, in the approximate amount of \$53,448.51;

(BA4) G raltar Bank account, in the approximate amount of \$71,793.06;

(BA5) G. raltar Bank account, in the approximate amount of \$995,521.426;

(BA6) B account n at Banque Populaire, Morocco, in the e of Scott Rothstein, in the approximate amount of \$12,000,000;

(BA7) Bank account at Banque Populaire, Morocco, in the name of Ahnick Khalid, up to the amount of \$2,000,000;

(BA8) Bank account at Banque Populaire, Morocco, in the name of Steve Caputi, up to the arpount of \$1,000,000;

# E. Bhsiness Interests ("BI"), hereinafter collectively referred to as "the defendant business interests:"

(BI I) Stock certificates, if issued, or the beneficial interest in such shares, of 50,000 shares oi. capital M, in Gibraltar Private Bank & Trust, a federally chartered s vings association, purchased in or about September 2009 by GBPT, LLC, a Delaware Limited Liability Company, by its manager, Bahia Property Management, L C, a Delaware Limited Liability Company, by its co-manager, Scott W. Rothstein; (BM) Scott W. Rothstein's equity interest in QTask; (BI3) SLott W. Rothstein's equity interest in Broward Bank of Commerce; (BM) S ott W. Rothstein's equity interest in Bova Ristorante; (BIS) Slott W. Rothstein's equity interest in Bova Cucina; (BI6) SL ott W. Rothstein's equity interest in Bova Prime; (B17) 5 ott W. Rothstein's equity interest in Cafe Iguana, Pembroke Pin, ride; (B18) S\[ ott W. Rothstein's equity interest in Cart Shield USA, (BI9) Stott W. Rothstein's equity interest in Renato Watche, (BI10) S :ott W. Rothstein's equity interest in Edify LLOrmiN (BI11) Szott W. Rothstein's equity interest in V Georgio Vodka; (BI12) Slott W. Rothstein's equity interest in Sea Club; (BI13) S tt W. Rothstein's equity interest in North Star Mortgage; (BI14) S ott W. Rothstein's equity interest in Kip Hunter Marketing; (BI15) S ott W. Rothstein's equity interest in RRA Sports and Entertainment, LLC; (BI16) S ott W. Rothstein's equity interest in Versace Mansion/Casa Casuarina, including I year Operating Agreement with 2 ten year options; (BI17) Scott W. Rothstein's equity interest, and licensing rights, in Alternative Biofuel Company; (BI18) S (8119) S ott W. Rothstein's equity interest in RRA Goal Line Management; ott W. Rothstein's equity interest in Iron Street Management, LLC; (BI20) Scott W. Rothstein's equity interest in, and loan to, Africat Equity IG Decide; (BI21) S ott W. Rothstein's equity interest in, and rents derived from 1198 Dixie LLC;

(BI22) SLtt W. Rothstein's equity interest in, and rents derived from 1299 Federal LLC;

(8123) Promissory Note by Uniglobe in favor of Scott W. Rothstein;

(BI24) A I equity interest held by or on behalf of Scott W. Rothstein, in the following corporations and entities:

- a.
- b.
- c.
- d.
- e.
- f.
- h.
- I.
- k.
- 1. mi
- n. •
- o.
- P.
- 9.
- r.
- s.
- t.
- u.
- v. w BOVA Smoke LLC; ,'" BOVCU LLC; BOVRI LLC; Broward Financial Holdings, Inc.; C107 LLC; C108 LLC; C116 LLC; a•. CI27 LLC; a CSU LLC; a D & D Management & Investment LLC; ag. D & S Management and Investment LLC; ah. DJB Financial Holdings LLC; ai DYMMU LLC; 29 Bahia LLC; 235 GC LLC; 350 LOP#2840 LLC; 708 2 Brow Spangler LLC; 101 ard LLC; 1198 Dixie LLC; 353 BR LLC; 10630 #110 LLC; 1299 Federal LLC; AAM Holdings; AS \\C9C 2133 IP LLC; 15158 LLC; AANG LLC; AAMG1 M LLC; ABT Investments LLC: Advanced Solutions; Bahia Property Management LLC; Boat Management LLC; BOSM Holdings LLC; BOVA Prime LLC; BOVA Restaurant Group LLC; The BOVA Group LLC;

CO AS

Full Circle Fort Lauderdale LLC; a Full Circle Trademark Holdings LLC; a GHW1 LLC; a IDNI, GEAH LLC; an. ILK3 LLC; a IS Management LLC; a JRCL LLC; a Judah LLC; Kendall Sports Bar; Kip Hunter Marketing LLC; NF Servicing LLC; a NRI 11 LLC; a . NRI 15 LLC; w. NS Holdings LLC; PRCH LLC; a PK Adventures LLC; PK's Ride Ltd; b . Rothstein Family Foundation; b . RRA Consulting Inc.; b . RRA Goal Line Management I.,, RRA Sports and Entertai b . RSA 111h Street LLC; b . RW Collections LLC. b . S & KEA LLC; it. Scorh LLC; b . Tipp LLC; b . VGS LLC;,., b . The Walter Famnf9 LLC; . Walter Industries LLC; bin. WPBRS LLC; b WAWW; . WAWW 2 LLC; . WAWW 3 LLC; WAWW 4 LLC; . WAWW 5 LLC; . WAWW 6 LLC; b . WAWW 7 LLC; . WAWW 8 LLC; bb. WAWW 9 LLC; blv. WAWW 10 LLC; bqc. WAWW 11 LLC; by. WAWW 12 LLC; b i . WAWW 14 LLC;

Cos

WAWW 15 LLC; c WAWW 16 LLC; c WAWW 17 LLC; c WAWW 18 LLC; WAWW 19 LLC; c WAWW 20 LLC; c WAWW 21 LLC; c WAWW 22 LLC; ci JB Boca M Holdings LLC;

and

F. ntributions ("C"), hereinafter collectively referred e defendant contributions:"

- (Cl) \$ t ,000 in campaign contributions made to Alex Sink voluntarily offered, and t ed over, to the United States on behalf of Alex Sink; (C2) 0,000 in campaign contributions to Republican Party of Florida, "Florida" account d voluntarily offered, and turned over, to the United States by the Republican Party o Florida; (C3) \$ 0,000 in campaign contributions to Republican Party of Florida, "Federal" a count and voluntarily offered, and turned over, to the United States by the R publican Party of Florida; (C4) \$ 0,000 in campaign contributions to Republican Party of Florida and voluntarily o ered, and turned over, to the United States by the Republican Party of Florida; (C5) \$ ,000 in campaign contributions to Republican Party of Florida by Rothstein b mess entity known as WAWW and voluntarily offered, and turned over, to the ited States by the Republican Party of Florida; (C6) \$ 00,000 Charitable Donation to Joe DiMaggio Children's Hospital, which hospital

a t vised the United States of the donation from the Rothstein Family Foundation;

- (C7) \$ ti ,000,000 Charitable Donation to Holy Cross Hospital, which hospital advised the nitcd States of the donation from the Rothstein Family Foundation; (C8) \$ ,600 in campaign contributions to Governor Charlie Crist, voluntarily offered, and turned over, to the United States by the office of Charlie Crist; and (C9) 11 funds voluntarily turned over to the United States (IRS/FBI), or about ctober 28, 2009, in response to publicity regarding Scott o Lein..
- 3. is Court has jurisdiction over this action under 28 U.St i § 1, 1345 and 1355.
- 4. enue is proper in the Southern District of Florida pursuant to 28 U.S.C. §§ 1355 (b)(1), 1355 (b) ) and 1395 because the defendant properties are located in the Southern District of Florida and/o because the acts or omissions giving rise to forfeiture occurred, at least in part, in the Southern Di trict of Florida and/or the properties will be brought into the Southern District of Florida.
- 5. Tlhe defendant real properties will not be seized, but will be posted with a summons/noticel of the complaint in accordance with 18 U.S.C. §985(c)(1) and (3).
- 6. t personal properties listed at (VV I ) through and including (VV23),(TI) through (T7), ( I) through (BA2), (BII) and (CI) through (C5) are already in possession of the United States p rsuant to lawfully issued forfeiture seizure warrants or turnovers. The remaining defendant perso al properties, will be further brought under the jurisdiction of the Court through the use of warrants of arrest in rem or protective orders, or other process, in accordance with the applicable statut

#### FACTUAL ALLEGATIONS

7. used upon the following information, there is probable cause to believe that the above-described defendant properties were acquired in connection with a "Ponzi" scheme, conducted by attorney Scot Rothstein, hereinafter "Rothstein," and others.

1. othstein has operated the "Ponzi" scheme since at least approximately 2005.

1. At all times relevant to this Amended Complaint, Rothstein was the first named partner of "Rot located in Fort 1 tein, Rosenfeldt and Adler, P.A.," hereinafter referred to ' , " a law firm uderdale, Florida.

1. through a feder c cording to witness complaints, and analysis allotments and records obtained search warrant, clients were solicited by, or on behalf of, Rothstein to invest in "settlements" in which putative plaintiffs in civil cases had entered into confidential settlement agreements with utative defendants based upon the forbearance of civil claims in sexual harassment and other labor-r lated cases. The potential investors were told that these settlements, which existed in blocks rangin from hundreds of thousands to millions o f doll ars, could be purchased at a discount and repaid to th investors at face value over time. Clients who agreed to invest were directed by Rothstein or oth rs to wire transfer funds to the trust account of "RRA." For example, in September 2009, one poten al investor was told that he could purchase a settlement valued at \$450,000.00 for II \$375,000. tip ch would be repaid in increments of \$150,000.00 per month for the following three months. Is Jo uld amount to a yield of 20 percent over three months, or an annual percentage yield in excess 480 percent. The investor was further told that the funds were held in the RRA trust account. The int stor was shown a purported wire transfer receipt as evidence that the funds were held in the trust account of RRA.

1. e investigation has disclosed that the investments purportedly underlying the above-described! investment scheme never existed. The investigation has established that no such settlement agree transactions con investors in furti investments had ments had ever existed and the entire investment scheme was a fraud. These tituted a "Ponzi" scheme in which new investor money was utilized to pay previous erance of the scheme. The investigation has disclosed that these types of fraudulent been offered by Rothstein to a variety of persons and entities throughout the United States for at least four years, and the scheme involved hundreds of millions of dollars. Multiple bank accounts were utilized at financial institutions into which investors' money was sent by wire transfer across state line falsified docurm contained in the . Further, as a fraudulent inducement to investors, Roth. and co-conspirators nts which were presented to investors as proof that certain sums of money were e bank accounts when, in fact, the bank accounts did not contain these funds.

1. were used to pay portions of the c he investigation has established that portions of the criminally derived proceeds past investors thereby promoting the scheme. The investigation has established that iminally derived proceeds were used to acquire millions of dollars worth of assets including the defendant properties set forth above. The investigation has further established that many of the defepdants were acquired in the name of, or were transferred to nominee corporations, controlled by Rothstein, such as those set forth at (B24), subparagraphs a. through ci. above, as a wealth preservat on mechanism.

1. The investigation has established that Rothstein's financial ability to acquire the defendants did t exist prior to the execution of the "Ponzi" scheme.

1. Based on a review of records obtained through the federal search warrant, the investigation hal established that, in one year, RRA had receivables of S8,000,000, while during that

same year, sal es for the RRA work force were \$18,000,000. The additional \$10,000,000 for salaries, as well r the other expenses for operation of the law firm, came from the operation of, and the funds generated, by the "Ponzi" scheme. Funds used to acquire the defendants came from the "Ponzi" scheme and not from legitimate RRA funds.

I5. othstein used proceeds obtained from the "Ponzi" scheme to acquire or direct the acquisition of th defendant real properties.

- A. C Rothstein acquired Defendant RP I on or about Se tember 21, 2007 for a sales price of \$1,750,000. Defendant RP1 was transferred, via Quit •Qi Deed, to "Cl 07 LLC" on or about August 10, 2009. Rothstein acquired Defend or about March 3, 2005 for a sales price of \$2,730,000. 'Scut ecember 26, 2006, Rothstein obtained a \$2.8 million mortgage on R funds. Defend P2 was transferred, via Quit Claim Deed, to "C 108 LLC" on or abo Iy 22, 2009. ?S othstein acquired Defendant RP3 on or about March 14, 2007 for a sales price of \$1,925,000. Defendant RP3 was transferred, via Quit Claim Deed, to "C 1 16 LLC" on or about August 10, 2009. Rothstein and his wife Kimberly Rothstein acquired Defendant RP4 on or about March 14, 2008 for a sales price of \$6,450,000. which was then repaid with "Ponzi" scheme

I I Defendant RPS, a vacant lot, was transferred to "29 Bahia LLC" on or about January 7, 2009, for a sales price of \$4,000,000. Defendant RP6 was transferred, via Warranty Deed, to "350 LOP #2840 LLC" on or about May 20, 2009 for \$435,700. WAWW4 LLC acquired Defendant RP7 on or about April 8, 2008 for a sales price of \$475,000. Defendant RP7 was transferred to Debra E. bout July 27, 2009 for \$100 via quit claim deed. ) WAWW19 LLC acquired Defendant RPM ongr about November 5, 2008 for a sales price of \$505,000. Defendant RP8 was transfe it \\9, to 3 IP LLC" on or about August 10, 2009 via quit claim d iSc SI . N Rothstein acquired Defendant RP9 on or about June 19, 2003 for a sales price of \$1,800,000. While the "Ponzi" scheme was not operating at the time of the original pinches°, in or about 2005, Rothstein obtained a \$2.73 million Ip mo pe which was repaid with funds derived from the "Ponzi" scheme. Defendant RP9 was transferred via quit claim deed to CI27 LLC on or about August 10, 2009. Rothstein and Kimberly Rothstein acquired Defendant RP I 0 on or about August 11, 2008 for a sales price of \$260,000. WAWW LLC acquired Defendant RP11 on or about December 12, 2007 for a sales price of \$715,000.

- WAWW LLC quit claimed Defendant RP 11 to 235 GC LLC on or about August 10, 2009. WAWW I 0 LLC acquired Defendant RP12 on or about September 10, 2008 for a sales price of \$765,000. WAWW LLC quit claimed Defendant RP12 to 708 Spangler LLC on or about August 10, 2009. 1012 Broward LLC acquired Defendant RP13 on or A t uary 12, 2009 for \$1.3 million. S D&S Management & Investments LLC endant RP14 on or about April 15, 2008 for \$2.75 million. Bova Smoke LLC acquired 9 er f 15 on or about December 29, 2008 for \$2.6 million. e 14/S" \\\*- Bova Smoke LLC quit claimed Defendant RP15 on or about January 30, 2009 to BOSM Holdings LLC.
- 16. othstein used proceeds obtained from the "Ponzi" scheme to acquire or direct the acquisition of tle defendant vehicles.
- 17. othstein used proceeds obtained from the "Ponzi" scheme to acquire or direct the acquisition of defendant tangibles.
- 18. othstein used proceeds obtained from the "Ponzi" scheme to fund the defendant bank accounts.
- 19. othstein used proceeds obtained from the "Ponzi" scheme to acquire or direct the acquisition of hi share of the defendant business interests.

20. Rothstein used proceeds obtained from the "Ponzi" scheme to fund or make the defendant contributions.

# FIRST CLAIM FOR FORFEITURE 18 U.S.C. §§ 981(a)(1)(C) and 1343

21. P aintiff realleges paragraphs 7 through 20, above, as if fully set forth herein.

01. itle 18, United States Code, Section 981(a)(1)(C) subjects to forfeiture: "[a]ny property, real or rsonal, which constitutes or is derived from proceeds traceable t ... any offense constituting \`s cified unlawful activity' (as defined in Section 1956( f this title, or a conspiracy to co it such offense."

01. " pecified unlawful activity" is defined in I 6811.N. §1956(c)(7), and the term includes any off nse under 18 U.S.C. §1961(1). Section 1961(1) lists 18 U.S.C. 1343 (wire fraud) as an offense.

01. 'Ile 18, United States Code, Section 1343 provides that:

Whoever, having devised or intending to devise any scheme or artifice to defraud, or for obtaining money or property by means of false or fraudulent pretenses, representations, or promises, transmits, or causes to be transmitted by means of wire, radio or television communication in interstate or foreign commerce, any writings, signs, signals, pictures or sounds for the urpose of executing such scheme or artifice, shall be ned...

nzi" scheme investors utilized interstate wires to transfer their funds to RRA "trust" accounts

fraud. 26. The millions of dollars generated by the "Ponzi" scheme constitute proceeds of wire 27. thstein used the proceeds of wire fraud to acquire the defendant properties.

28. ed on the foregoing, the defendant properties constitute or were derived from proceeds traceable to the specified unlawful activity of wire fraud, in violation of Title 18, United States Code, S tion 1343, and are thereby forfeit to the United States pursuant to Title 18, United States Code, S lion 981(a)(1)( C).

#### SECOND CLAIM FOR FORFEITURE 18 U.S.C. §§ 981(a)(1)(A) and 1957

29. P aintiff realleges paragraphs 7 through 20, above, as if t set rIh herein.

01. tle 18, United States Code, Section 981(aXI)(A) jecis to forfeiture "[a]ny property, real or rsonal, involved in a transaction or attempted transaction in violation of section I957...of this itle, or any property traceable to such pmperty."

01. tle 18, United States Code, Section 1957 provides in pertinent part:

(a) Whoever, in any of the circumstances set forth in subsection (d), knowingly engages or attempts to engage in a monetary transaction in criminally derived property of a value greater than \$10,000 and is derived from specified unlawful activity, shall be punished as provided in subsection (b).

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(d) e circumstances referred to in subsection (a) are — 1) that the offense under this section takes place in ?S' the United States or in the special maritime and territorial jurisdiction of the United States...

etary transaction" is defined in 18 U.S.C. §1957(f)(1) as the:

deposit, withdrawal, transfer, or exchange, in or affecting interstate or foreign commerce, of funds or a monetary instrument ... by, through, or to a financial institution (as defined in section 1956 of this title), including any transaction that would be a financial transaction under section 1956(c)(4)(B) of this title... 33. "financial transaction" is defined in 18 U.S.C. §1956(cX4) as:

(A) a transaction which in any way or degree affects interstate or foreign commerce (I ) involving the movement of funds by wire or other means or (ii) involving one or more monetary instruments, or (iii) involving the transfer of title to any real property, vehicle, vessel or aircraft, or (B) a transaction involving the use of a financial institution which is engaged in, or the activities of which affect, interstate or foreign commerce in any way or degree.

34. 46 riminally derived property" is defined in 18 U.S.C. §1957(f)(2) as "any property constituting, or 4erived from, proceeds obtained from a criminal offe

01. 1pecified unlawful activity" is defined in 18 . . 56(c)(7), and the term includes any offense under 18 U.S.C. §1961(1). Section 18 U.S.C. 1343 (wire fraud) as an offense.

01. B derived property defendants are st ecause the funds used to acqa ArSIke < c\\ efendan t properties, constitute criminally from wire fraud, exceed \$10,000 and were involved in a monetary transaction, the bject to forfeiture pursuant to 18 U.S.C. § 981(aX1)(A) as they represent properties involved in a transaction or aft traceable to suet' property led transaction in violation of 18 U.S.C. §1957, and properties

#### THIRD CLAIM FOR FORFEITURE 18 U.S.C. §§ 981(a)(1)(A) and 1956

aintiff realleges paragraphs 7 through 20, above, as if fully set forth herein.

38. Title 18, United States Code, Section 981(a)(1)(A) subjects to forfeiture "\[ajny property, real o rsonal, involved in a transaction or attempted transaction in violation of section 1956...of this tit 'e, or any property traceable to such property."

- 39. llitle 18, United States Code, Section 1956 provides in pertinent part:

( )(1) Whoever, knowing that the property involved in a financial transaction, represents the proceeds of some form of unlawful activity, conducts or attempts to conduct such financial transaction which in fact involves the proceeds of specified unlawful activity —

(A)( 1) with the intent to promote the carrying on of specified unlawful activity; ... 4a11 be sentenced.

- 40. Ile 18, United States Code, Section 1956 further provides in pertinent part:

For purposes of this paragraph, a financial transaction shall be considered to be one volving the proceeds of specified unlawful activity if it is part of a set of parallel o dependent transactions, any one of which involves the proceeds of specified u lawful activity, and all of which are part of a single plan or arrangement.

- 41. " pecified unlawful activity" is defined in 18 U.S.C. §1956(c)(7), and the term includes any offense under 18 U.S.C. §1961(1). Section 1961(1) lists 18 U.S.C. 1343 (wire fraud) as an offense.

42, e financial trans) tc cted by Rothstein in acquiring the defendants were done with the in ent to promo ng on of the "Ponzi" scheme.

- 43. The use of the defendant properties by Rothstein, was done with the intent to promote the carrying on f the "Portal" scheme.
- 44. s derived from the "Ponzi" scheme were used to acquire the defendant properties and enable Ro tein to live a lavish lifestyle, which provided the appearance of success and helped to promote the s heme.
- 45. The defendant properties were involved in a transaction or attempted transaction, or were involved in transactions or attempted transactions, in violation of 18 U.S.C. §1956 and are

therefore subjec to forfeiture pursuant to 18 U.S.C. § 981(a)(1)(A).

VVHE any claim to the as required by R Forfeiture Actio properties cond other and furthe action. FORE, Plaintiff, United States of America requests, that any and all persons having efendant properties be directed to file and serve their verified claims and answers le G(5), of the Supplemental Rules for Admiralty and Maritime Claims and Asset, or suffer default thereof, and further requests that the Court declare the defendant ed and forfeited to the United States of America, and that Plaintiff have such relief as may be just and proper together with the costs and disbursements of this

# CONCLUSION

fly submitted,

FREY H. SLOMAN TING UNITED STATES ATTORNEY

Aar- )(2. itav

ALISON W. LEHR ASSISTANT UNITED STATES ATTORNEY Fla. Bar No. 444537 99 N.E. 4th Street- 71h Floor Miami, Florida 33132 Telephone: (305)961-9176 Fax: (305)536-7599 AlisonLehr®usdoj.gov

#### VERIFICATION

Pursuant fo Title 28, United States Code, Section 1746, I declare under penalty of perjury, that I e read the foregoing Amended Complaint for Forfeiture In Rem, and state that

the facts alleged therein are true and correct to the best of my knowledge and belief. Ekecu this ID day of November, 2009. INTERNAL REVENUE SERVICE

-ducjit. TAR GUARIGLIA, cial Agent

**APP.19**

NOT A CERTIFIED COPY

# Scott Rothstein 'You're in a town full of thieves'

By Brittany Wallman

NOVEMBER 2a, 2009. cm PM

PDATED

A I he'll couple of brief exchanges with Scott Rothstein today:Most of it III have 11 p out.

Suffice to say Rothstein had sompideas on what we could do in our sparpt Swther than trying to :interview his family members.

Be was objecting to questions about his wife, Kimberly Ann W em. She's been silent throughout this ordeal. Her bodyguard, 'Joe "Meatballs" nickname froth his voice message), said she's a very private person, and doesn'tik, . Sheds reportedly still living\* the. house on Isla Bahia, but federal authorities took th eAf t, most of the cars, and even herjewelry; in the wake of accusations her husband was runn P\\o ' scheme.

I reached a cousin today at tier grandmot in North Carolina; I knocked' on hermiother's door in Plantation:Same story. No o tack about it.,Seotteatitirents, Harvey and Gay Rothstein, live indowntowdFort They're not running to the phone, either. T also dropped by the home of the woman i ed a paternity suit against, othstein years ago and is his .daughter's mom. NO one:hcim

Soi asked Rothstein and he went on a profane rant, saying that We attire newspaper are "pigs" and giving essage for my editors that was not very thee.

"You're hu aughter; you're hurting my son," he said fRothMhat a biiilOgleal daughter who is 16, and t son he's talking aboutis someone he took on as a sort of mentor, he said this summer.)

"Haven't:Lalreadyhurt them enough?" he asked, before delivering a final "message" and hanging up.

He called back this evening, responding to a text message. He said karma is going to get him, but it's going to get other-people, too.,

And with that, he hung up.

Copyright © 2017, Sun Sentinel

**This article is related to:** Scott Rothstein

NOT A CERTIFIED COPY

**APP. 20**

NOT A CERTIFIED COPY

# Feds: Scott Rothstein Ponzi scheme paid salaries at law firm

The Miami Herald

November 24, 2009 Tuesday

Copyright 2009 The Miami Herald Al Rights Reserved

# elle ainLIerala

Found on Miami • corn.

Section: B; Pg. 1

Length: 610 words

Byline: JAY WEAVER AND SCOTT HIAASEN

Meaven@MiamiHereld.corn

# Body

/ 4' Attorney Scott Rothstein tapped into millioris ordollars from his massive investment scam to cover payroll costs at his expanding Fort Lauderdale law firm,federal authorities said in court records released Monday.

Rothstein's law firm generated revenue'oft\$8 millibn in one recent year, yet his 70-lawyer firm had a payroll of \$18 million, prosecutors said. Rothstein, who owned half of Rothstein Rosenfeldt Adler, used investors' money from his Ponzi scheme to make up theandrtfall, they said.

The allegations wore revealed in an amended forfeiture complaint against dozens of Rothsteln's real estate properties, foreign pars, restaurants and other assets -- including S12 million in the lawyer's bank account in Morocco, along with mIllidbs more donated to political campaigns and charitable funds.

"Funds useq\* uire the \[Rothstein' assets came from the 'Ponzi' scheme and not from legitimate RRA funds," Assistant U.S.'Attomey Alison W. Lehr wrote in rho amended forfeiture action.

Rothstein, 47, fled to Morocco In late October with the collapse of his investment fund, which was built on bogus legal settlements sold to wealthy investors. After his return to South Florida in early November, FBI and IRS agents began seizing his assets and raiding his law firm. He has not been charged with a crime.

The civil forfeiture is based on money-laundering allegations that Rothstein amassed his fortune by defrauding Investors, prosecutors said. Inveltors bought shares in his fabricated confidential settlements from employmentdiscrimination and other 'civil cases during the past four years -- investments that promised returns of up to 40. percent.

Cos

Feds: Scott Rothstein Ponzi scheme paid salaries at taw firm

Rothstein's partner, Stuart Rosenfeldt, who owned the other half of the now-defunct law firm, has said he was unaware of Rothstein's Ponzi scheme and the firm's finances, saying his partner was fully responsible. Rosenfeldt could not be reached for comment Monday.

Rothstein's attorney, Marc Nurik, declined to comment.

According to the forfeiture action, the U.S. government now wants to seize 15 parcels of South Florida real estate adding seven to the original list. Also seized were 20 cars — Including three Ferraris, three Corvettes, two Rolls-Royces, a limousine and a \$1.5 million Bugattl sports car — plus an 87-foot yacht, four personal watercraft, 304 pieces of Jewelry, a guitar collection, \$80,000 In American Express gift cards and \$272,000 in cash. .

The government is also seeking the equity Rothstein has in about 21 different companies inutvh16 he Invested, including restaurants, a mortgage company, a sports agency, two banks and a \*fuel compat%

Rothstein also had an overseas account with Bank Populaire In Morocco, where ifteThad \$12 million. Federal authorities are trying to seize an additional \$2 million hold in the same bank under,the Name Ah nick Khalid and a \$1 million account hold by Steve Capull, owner of the Cafe Iguana nightclub In Pembroke Pines:

Another \$1.3 million is held in four accounts at Gibraltar Bank. And Rothstein hairet - /operate investment account holding \$1.2 million.

Finally, the government Is seeking more than \$160,000 in politiCa, I/ contributions and charitable donations of \$800,000 to the Joe DIMaggio Children's Hospital in Hollywood, and 0 million to Holy Cross Hospital in Fort Lauderdale.

Holy Cross officials announced last week that the hospital would return the \$1 million gift, which was to have been used fora new women's center with the name of Rottietein'S charitable foundation engraved over the entrance to the lobby.

Miami Herald staff writer Amy Sherman con At c tll\`ails report.

Load-Date: January 22, 2010

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