IN THE CIRCUIT COURT OF THE 17th JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA 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, DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST, ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST, DEAN KRETSCHMAR, COOPER MANAGEMENT, ANTHONY DEGENNARO, as Trustee of the EXTRA INNING DYNASTY TRUST, ADELE MUSSRY, JACK MUSSRY, NASSIM MUSSRY, MELINA EL-ANI, DANIELLE EL-ANI, H&N ASSOCIATES, ARETZ & ASSOCIATES, PARK NATIONAL CAPITAL FUNDING, LLC, PARK NATIONAL MORTGAGE SERVICING, SCOTT MORGAN, VICEROY GLOBAL INVESTMENTS, INC., CONCORDE CAPITAL, INC., IRA SOCHET as Trustee of the IRA SOCHET REVOCABLE INTER VIVOS TRUST, INVESTORS RISK ADVANTAGE, LP, SUSSCO, INC., EDWARD PALEY, FLORENCE PALEY, THE EDWARD AND FLORENCE PALEY FOUNDATION, STEVEN PALEY, LAURA PALEY, JANE ZARETSKY, STEVEN ZARETSKY as Trustee of the JANE ZARETSKY DYNASTY TRUST, LAWRENCE E. DEKELBAUM, AND SHALOM STRICTLY KOSHER MEATS, INC., Plaintiffs, v. SCOTT W. ROTHSTEIN, DAVID BODEN, DEBRA VILLEGAS, ANDREW BARNETT, IRENE STAY, TD BANK, N.A., FRANK A. SPINOSA, JENNIFER KERS 1 El 1 ER, ROSANNE CARETSKY, BANYON INCOME FUND, L.P., BANYON USVI, LLC, BANYON 1030-32, LLC, GEORGE G. LEVIN, FRANK PREVE, MICHAEL SZAFRANSKI, ONYX OPTIONS CONSULTANTS CORPORATION, CASE NO.: 09-062943 (19) Complex Litigation Unit -NOWAROC CLERK OF CIRCO COUINTY, FL T COURT B U Page 1 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726708

Razorback Funding. LLC, et aL, v. Scott W. Rothstein, et aL Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint ABS CAPITAL FUNDING, LLC, ALEXA FUNDING, LLC, BERENFELD SPRITZER SHECHTER SHEER, LLP, TRACY WEINTRAUB, GARY BERKOWITZ, BRIAN LEITSTEIN, BALLAMOR CAPITAL MANAGEMENT, LLC, BARRY R. BEKKEDAM, R.L. PEARSON & ASSOCIATES, INC., RICHARD PEARSON, GIBRALTAR PRIVATE BANK & TRUST, CO., PLATINUM PARTNERS VALUE ARBITRAGE FUND (USA), L.P., and CENTURION STRUCTURED GROWTH, LLC, Defendants. A TRUE COPY JUL 26 2010 PAM CLERK OF CIRCUIT COURT BROWARO COUN f Y. FL THIRD AMENDED COMPLAINT 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, 12, DAVID VON ALLMEN, as Trustee of the DAVID VON ALLMEN LIVING TRUST, ANN VON ALLMEN, as Trustee of the ANN VON ALLMEN LIVING TRUST, DEAN ICRETSCHMAR, COOPER MANAGEMENT, ANTHONY DEGENNARO as Trustee of the EXTRA INNING DYNASTY TRUST, ADELE MUSSRY, JACK MUSSRY, NASSIM MUSSRY, MELINA EL-ANI, DANIELLE EL-ANI, H&N ASSOCIATES, ARETZ ASSOCIATES, PARK NATIONAL CAPITAL FUNDING, LLC, PARK NATIONAL MORTGAGE SERVICING, SCOTT MORGAN, VICEROY GLOBAL INVESTMENTS, INC., CONCORDE CAPITAL, INC., IRA SOCHET REVOCABLE INTER VIVOS TRUST, INVESTORS RISK ADVANTAGE, LP, SUSSCO, INC., EDWARD PALEY, FLORENCE PALEY, THE EDWARD AND FLORENCE PALEY FOUNDATION, STEVEN PALEY, LAURA PALEY, JANE ZARETSKY, STEVEN ZARETSKY, as Trustee of the JANE ZARETSKY DYNASTY TRUST, LAWRENCE E. DEKELBAUM, AND SHALOM Page 2 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726709

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint STRICTLY KOSHER MEATS, INC., (collectively referred to herein as "Plaintiffs") hereby sue Defendants, SCOTT W. ROTHSTEIN, DAVID BODEN, DEBRA VILLEGAS, ANDREW BARNETT, IRENE STAY, TD BANK, N.A., FRANK A. SPINOSA, JENNIFER KERSTETTER, ROSANNE CARETSKY, BANYON INCOME FUND, L.P., BANYON USVI, LLC, BANYON 1030-32, LLC, GEORGE G. LEVIN, FRANK PREVE, MICHAEL SZAFRANSKI, ONYX OPTIONS CONSULTANTS CORPORATION, ABS CAPITAL FUNDING, LLC, ALEXA FUNDING, LLC, BERENFELD SPRITZER SHECHTER SHEER, LLP, TRACY WEINTRAUB, GARY BERKOWITZ, BRIAN LEITSTEIN, BALLAMOR CAPITAL MANAGEMENT, LLC, BARRY It BEICICEDAM, R.L. PEARSON & ASSOCIATES, INC., RICHARD PEARSON, GIBRALTAR PRIVATE BANK & TRUST, CO., PLATINUM PARTNERS VALUE ARBITRAGE FUND, L.P., and CENTURION STRUCTURED GROWTH, LLC (collectively referred to as "Defendants"), and allege as follows: I. Plaintiffs' Claims I. The Plaintiffs sue the Defendants and seek the following: a. Compensatory damages in excess of $281,525,358.34, pre-judgment interest, and other amounts to be particularized at trial as a direct and proximate result of Defendants' commission of the following: i. fraudulent misrepresentation; ii. negligent misrepresentation; iii. violation of the Florida Securities and Investor Protection Act; iv. breach of fiduciary duty; v. aiding and abetting fraud; Page 3 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726710

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint vi. aiding and abetting breach of fiduciary duty; vii. aiding and abetting conversion; viii. conversion; ix. negligence; x. negligent supervision; and xi. civil conspiracy to defraud; b. punitive damages upon obtaining leave of court; c. taxable costs and attorney's fees; and d. any such further relief this court deems just under the circumstances. Page 4 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726711

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint II. Overview 2. This action arises out of a fraudulent scheme orchestrated by Scott W. Rothstein (hereinafter, "Rothstein"), who admittedly bilked investors out of hundreds of millions of dollars in what has come to be known as the largest financial fraud in Florida history. Rothstein, through his law firm Rothstein Rosenfeldt Adler, P.A. (hereinafter, "RRA" and collectively referred to as the "Principal Conspirators"), devised an elaborate plot to lure investors into purchasing putative clients' structured settlement proceeds rights at lump sum discounted rates. Rothstein's role as the reputed escrow agent placed him at the center of the plot, providing him, in collaboration with his hand-picked bank insiders, unfettered access to manipulate and transfer the fraudulently obtained funds. In reality, while certain details used to induce investor funding were real, all of the confidential settlements were pure fabrication. 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.2 3. The Principal Conspirators, however, 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 providing crucial inducements to investor action. Specifically, investors were duped by TD Bank employees who conspired with the Principal Conspirators to manipulate TD Bank's trust account statements and 1 On January 27, 2010, Rothstein pled guilty to five counts of criminal offenses. On June 9, 2010, Rothstein was sentenced to fifty (50) years in federal prison. 2 A Ponzi scheme is generally recognized as a fraudulent investment operation that pays returns to earlier 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 the early 1920's. Page 5 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726712

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint lulled investors into a false senses of security by providing written assurances that settlement funds existed and could only be disbursed directly to the investor. These affirmative deceitful declarations, which in the investors' eyes was tantamount to a guaranty, gravely impacted the investor risk-evaluation analysis and influenced investors into making their investments. 4. Moreover, demonstrative of TD Bank's participation, or alternatively evidence of their gross negligence and wanton misconduct, is the bank's reckless disregard of numerous "red flags." TD Bank ignored their own policies and procedures and acted in derivation of national bank secrecy / anti-money laundering protections as applied to wire, interbank, and interstate transfers. Undeniably, TD Bank had actual knowledge of RRA's pervasive practice of rapidly moving hundreds of millions of dollars through its TD Bank trust accounts over short periods of time. In fact, in October 2009 alone, almost half of a billion dollars was moved in and out of RRA's trust accounts at one TD Bank location--more money than most bank branches would likely see in a decade. Yet, despite the massive amount of funds being moved by one client, TD Bank failed to enforce even basic safeguards, enabling the Principal Conspirators to conceal the fraud, to launder proceeds, and to enrich Rothstein and his band of co-conspirators at the expense of innocent investors. The Ponzi scheme simply could not have gained traction without TD Bank's involvement in sanctioning or willfully failing to exercise reasonable care as an ordinary and prudent bank questioning, inter alia, the vast amounts of money being circulated through its doors. 5. Based on the allegations set forth herein, Plaintiffs aver that, at all materials times, TD Bank was complicit in the Principal Conspirators' Ponzi scheme, had actual knowledge of Rothstein's wrongful conduct, and/or was recklessly or willfully blind to its role in materially supporting the scheme. Page 6 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726713

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 6. Additionally, Gibraltar Private Bank & Trust (hereinafter, "Gibraltar Bank") and Berenfeld Spritzer Shechter Sheer, LLP (hereinafter, "Berenfeld"), both played instrumental roles in perpetuating the conspiracy to defraud and their conduct and omissions materially contributed to Plaintiffs' losses. Had either Gibraltar Bank or Berenfeld acted in accordance with industry standards and/or their own internal governance policies and procedures, Rothstein's scheme would have been revealed and Plaintiffs' devastating losses averted. 7. Based on the allegations below, Plaintiffs aver that at all materials times Gibraltar Bank was complicit in the Principal Conspirators' Ponzi scheme, had actual knowledge of Rothstein's wrongful conduct, and substantially assisted in furthering the fraudulent scheme by, inter cilia: (1) actively monitoring Principal Conspirators' trust and operating accounts to avoid compliance issues; (2) affirmatively assisting and advising Rothstein when to transfer funds from RRA trust accounts to cover the tens of millions of dollars in RRA operating account overdrafts; (3) blindly authorizing same-day transfers from client trust accounts to RRA operating accounts and then out to Rothstein's own personal accounts; (4) utilizing key Gibraltar Bank insiders to aggressively quash internal compliance officers concerns over Rothstein's blatantly suspicious activities; and (5) willfully providing Rothstein with "special accommodations; as a client with significant stature, and later as an investor with a 5% ownership interest in Gibraltar Bank. Gibraltar Bank's active support played a vital role in facilitating and/or otherwise substantially assisting the Ponzi and, as a direct consequence, renders Gibraltar Bank liable to Plaintiffs for the damages they suffered. 3 These "special accommodations" are detailed in Section X.A. below, and include abnormal banking procedures and major departures from Gibraltar Bank's own internal policies. Page 7 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726714

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 8. Based on the allegations below, Plaintiffs aver, inter a/ia, that at all materials times, Berenfeld was: (1) the personal tax accountants for Rothstein and Stuart Rosenfeldt; (2) the tax accountants for RRA; and (3) the independent auditors for the Banyon Income Fund, L.P. and, as such, uniquely positioned to discover the pervasive fraud. Notwithstanding, Berenfeld either intentionally, recklessly, or with gross disregard failed to act choosing instead to affirmatively assist the Ponzi scheme for their own benefit. Berenfeld has already admitted numerous major mistakes in preparing the Principal Conspirators' tax returns and confessed to ignoring a series of red flags discovered during the Banyon audit process. Similarly, Berenfeld cannot avoid the patent conflict in auditing the RRA financial statements it prepared. Berenfeld knew when issuing Banyon its clear audit opinion letter that it was to be incorporated and disseminated in a confidential offering memorandum intended to secure investors. For these reasons and more, Berenfeld's knowing, deliberate, and/or reckless indifference makes it liable to Plaintiffs for their damages. 9. Furthermore, as alleged in detail infra, the Principal Conspirators' inner-circle of facilitators (TD Bank, Spinosa, Kerstetter, Caretsky, Gibraltar Bank, Berenfeld, Weintraub, Berkowitz, Leitstein, Levin, Preve, Banyon entities, Szafranski, Onyx, Villegas, Boden, Barnett, Stay, Platinum, and Centurion) and promoters (TD Bank, Spinosa, Kerstetter, Caretsky, Gibraltar Bank, Levin, Preve, Banyon entities, Szafranski, Onyx, ABS, Bekkedam, Ballamor, Pearson, R.L. Pearson & Associates, Platinum, and Centurion) each played a vital role in the successful perpetration of this systemic fraud. Each of these Defendants either knowingly made material omissions, made false material statements intending to induce Plaintiffs, or knowingly aided and abetted or conspired in the scheme to defraud described herein. Indeed Rothstein, in a Page 8 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726715

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint November 23, 2009, interview with the Sun-Sentinel, stated that "karma has caught up with him, but it will catch up with others too . . . You're in a town full of thieves, and at the end of the day, everyone will see. I'll leave it at that." III. The Plaintiffs 10. The allegations made herein are made upon personal knowledge as to the Plaintiffs' own acts, and upon information and belief as to all other matters. Plaintiffs information and belief is based upon the following including, but not limited to: a review and analysis of public documents; a review and analysis of specific transaction/deal documents; a review and analysis of discovery obtain to date; a review and analysis of pleadings and papers filed in other actions where a Defendant is a named party or witness; a review and analysis of the related RRA bankruptcy chapter 11 pleadings, documents, and 2004 examination testimony; and interviews with Defendants' former employees, associates, and/or acquaintances. II. Plaintiff, RAZORBACK FUNDING, LLC, (hereinafter, "Razorback"), is a Delaware limited liability company with its principal place of business in Broward County, Florida. From October 1, 2009 through October 26, 2009, Razorback invested $32,000,000.00 into the Ponzi scheme through Banyon USVI, LLC. Von Allmen Dynasty Trust, D&L Partners, David Von Allmen Living Trust, Ann Von Allmen Living Trust, and Kretschmar were also major investors in Razorback. 12. Plaintiff, D3 CAPITAL CLUB, LLC (hereinafter, "D3"), is a Delaware limited liability company with its principal place of business in Broward County, Florida. From September 16, 2009 through October 23, 2009, D3 invested $13,500,000.00 into the Ponzi scheme. Von Allmen Dynasty Trust, D&L Partners, and David Von Allmen Living Trust were investors in D3. Page 9 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726716

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 13. Plaintiff, BFMC INVESTMENT, LLC (hereinafter, "BFMC"), is a Florida limited liability company with its principal place of business in Broward County, Florida. On October 15, 2009, BFMC invested $2,400,000.00 into the Ponzi scheme. 14. Plaintiff, 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 May 5, 2009, the Dynasty Trust invested $2,000,000.00 into the Ponzi scheme through Banyon Income Fund. 15. Plaintiff, D&L PARTNERS, LP (hereinafter, "D&L Partners"), is a Missouri limited partnership with its principal place of business in Broward County, Florida. From May 5, 2009 through June 8, 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. 16. Plaintiff, DAVID VON ALLMEN, is trustee of the DAVID VON ALLMEN LIVING TRUST (hereinafter, "DVA Trust"), a revocable trust with its principal place of administration in Saint Louis County, Missouri. On August 26, 2009, the DVA Trust invested $275,000.00 into the Ponzi scheme through Banyon Income Fund. 17. Plaintiff, ANN VON ALLMEN, is trustee of the ANN VON ALLMEN LIVING TRUST (hereinafter, "AVA Trust"), a revocable trust with its principal place of administration in Saint Louis County, Missouri. On August 28, 2009, the AVA Trust invested $275,000.00 into the Ponzi scheme through Banyon Income Fund. 18. Plaintiff, DEAN KRETSCHMAR (hereinafter, "Kretschmar"), is an individual residing in Broward County, Florida. On June 3, 2009, Kretschmar invested $8,000,000.00 into the Ponzi scheme through Banyon Income Fund. Page 10 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726717

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 19. Plaintiff, COOPER MANAGEMENT (hereinafter, "Cooper"), is a Delaware corporation with its principal place of business in Palm Beach County, Florida. On August 4, 2009, Cooper invested $900,000.00 into the Ponzi scheme through Banyon Income Fund. 20. Plaintiff, ANTHONY DEGENNARO, is trustee of EXTRA INNING DYNASTY TRUST (hereinafter "Extra Inning Trust"), an irrevocable trust with its principal place of administration in Southington, Connecticut and the successor in interest to the Pavano Dynasty Trust. From August 18, 2008 through April 2, 2009, the Extra Inning Trust invested $7,000,000.00 into the Ponzi scheme through Banyon 1030-32. 21. Plaintiffs, ADELE MUSSRY and JACK MUSSRY, are a married couple residing in California. From February 23, 2009 through October 15, 2009, Adele Mussry and Jack Mussry invested $1,150,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 22. Plaintiff, NASSIM MUSSRY, is an individual residing in California. On September 8, 2009, Nassim Mussry invested $100,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 23. Plaintiff, MELINA EL-ANI, is an individual residing in California. Between August 10, 2009 and October 13, 2009, Melina El-Ani invested $145,900.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 24. Plaintiff, DANIELLE EL-ANI, is an individual residing in California. On October 6, 2009, Danielle El-Ani invested $35,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. Page 11 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726718

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 25. Plaintiff, H&N ASSOCIATES (hereinafter, "H&N"), is a New York partnership. On September 4, 2009, H&N invested $100,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 26. Plaintiff, ARETZ ASSOCIATES (hereinafter "ARETZ"), is a New York partnership. On October 20, 2009, ARETZ invested $200,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 27. Plaintiff, PARK NATIONAL CAPITAL FUNDING (hereinafter "PARK CAPITAL") is a New York limited liability company. Between June 30, 2009 and July 30, 2009, PARK CAPITAL invested $200,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 28. Plaintiff, PARK NATIONAL MORTGAGE SERVICING hereinafter "PARK MORTGAGE") is a New York partnership. On October 1, 2009, PARK MORTGAGE invested $250,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 29. Plaintiff, SCOTT MORGAN (hereinafter, "Morgan"), is an individual residing in Illinois. Between July 24, 2009 and September 21, 2009, Morgan invested $358,791.67. into the Ponzi scheme into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LW. 30. Plaintiff, VICEROY GLOBAL INVESTMENTS, INC. (hereinafter, "Viceroy"), is a Georgia corporation with its principal place of business in Atlanta, Georgia. Between August 31, 2009 and October 7, 2009, Viceroy invested $3,300,000.00 into the Ponzi scheme through Richard Pearson and R.L. Pearson & Associates. 31. Plaintiff, CONCORDE CAPITAL, INC. (hereinafter, "Concorde"), is a Florida corporation with its principal place of business in Broward County, Florida. Between August and Page 12 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726719

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint September 2009, Concorde invested $2,013,000.00 into the Ponzi scheme through Richard Pearson and R.L. Pearson & Associates. 32. Plaintiff, IRA SOCHET, is the trustee of the IRA SOCHET REVOCABLE INTER VIVOS TRUST (hereinafter, "Sochet Trust"), an irrevocable trust that between February and October 2009, invested $147,300,000 into the Ponzi scheme through Szafranski, Onyx Options Consultants Corporation, and Alexa Funding, LLC. 33. Plaintiff, INVESTORS RISK ADVANTAGE, LP (hereinafter, "Investors Risk"), is a Delaware corporation with its principal place of business in Miami-Dade County, Florida. Between February and October 2009, Investors Risk invested $8,450,000.00 into the Ponzi scheme through Szafranski and Alexa Funding, LLC. 34. Plainitff, SUSSCO, INC. (hereinafter, "Sussco"), is a Florida corporation with its principal place of business in Miami-Dade County, Florida. Between March and October 2009, Sussco invested $2,799,166.66 into the Ponzi scheme through Szafranski and ABS Capital Funding, LLC. 35. Plaintiff, EDWARD PALEY, is an individual residing in Palm Beach County, Florida. On September 1, 2009, Edward Paley invested $500,000.00 into the Ponzi scheme through Banyon Income Fund. 36. Plaintiff, FLORENCE PALEY, is an individual residing in Palm Beach County, Florida. On September 1, 2009, Florence Paley invested $500,000.00 into the Ponzi scheme through Banyon Income Fund. Page 13 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726720

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 37. Plaintiffs, STEVEN PALEY and LAURA PALEY, are a married couple residing in Bergen County, New Jersey. On August 27, 2009 and October 29, 2009 Steven and Laura Paley made investments totaling $2,000,000.00 into the Ponzi scheme through Banyon Income Fund. 38. Plaintiff, STEVEN ZARETSKY, as trustee of the JANE ZARETSKY DYNASTY TRUST (hereinafter, "Zaretsky Dynasty Trust"), an irrevocable trust that on June 8, 2009, invested $100,000.00 into the Ponzi scheme through Banyon Income Fund. 39. Plaintiff, JANE ZARETSKY, is an individual residing in Bergen County, New Jersey. On September 10, 2009, Jane Zaretsky invested $50,000.00 into the Ponzi scheme through Banyon Income Fund. 40. Plaintiff, THE EDWARD AND FLORENCE PALEY FOUNDATION (hereinafter, "The Paley Foundation"), is a New Jersey not-for-profit corporation with its principal place of business in Bergen County, New Jersey. On August 26, 2009, The Paley Foundation invested $100,000.00 into the Ponzi scheme through Banyon Income Fund. 41. Plaintiff, LAWRENCE E. DEKELBAUM (hereinafter, "Dekelbaum"), is an individual residing in Maryland. Between June 30, 2009 and October 8, 2009, Dekelbaum invested $381,500.01 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. 42. Plaintiff, SHALOM STRICTLY KOSHER MEATS, INC. (hereinafter "Shalom Kosher") is incorporated under the laws of the State of Maryland. On October 6-8, 2009, Shalom Kosher invested $142,000.00 into the Ponzi scheme through Michael Szafranski and ABS Capital Funding, LLC. Page 14 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726721

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint IV. The Defendants A. Principal Conspirators 43. Defendant, ROTHSTEIN, is an individual residing in Broward County, Florida and, at all times relevant hereto, was one of Rothstein, Rosenfeldt Adler, P.A.'s founders, its managing partner and CEO. Rothstein is the admitted architect of the Ponzi scheme. On January 27, 2010, Rothstein pled guilty to one count of conspiracy to violate the racketeering influenced corrupt organization (RICO) statute (Count 1); one count of conspiracy to commit money laundering (Count 2); one count of conspiracy to commit mail fraud and wire fraud (Count 3); and two counts of wire fraud (Counts 4 and 5). On June 9, 2010, Rothstein was sentenced to fifty (50) years in federal prison. Rothstein also agreed to forfeit all known assets, including twenty-four pieces of real property, numerous luxury cars, boats, and other vessels, jewelry, sports memorabilia, business interests, and bank accounts. Rothstein materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein. 44. RRA, a non-party, is a Florida professional association with its principal place of business in Broward County, Florida. At all times pertinent to this complaint, RRA, through its agents, employees, alter egos, subsidiaries, or divisions, served as the legitimate front for this elaborate Ponzi scheme, acting as both the law firm representing the putative plaintiffs in connection with their pre-suit, confidential settlements and as the escrow agents for each of the Plaintiffs' Ponzi scheme investments. RRA's trust, escrow, and operating accounts at TD Bank and Gibraltar Bank were used to divert and misappropriate investor funds at the heart of this scheme. RRA materially participated, conspired, substantially assisted, encouraged, and otherwise Page 15 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726722

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein. B. TD Bank Defendants 45. Defendant, TD BANK, is a foreign national banking association registered to do business in Florida. TD Bank maintains substantial contact with the state of Florida through its multiple branches located throughout the state. TD Bank was the financial epicenter of the Ponzi scheme as hundreds of millions, if not billions, of Ponzi dollars flowed through RRA's it Bank escrow, trust, and operating accounts. Despite the grossly inordinate amount of funds being rapidly wired in and out of RRA's accounts held at two local South Florida branches, these suspicious account activities inexplicably circumvented several fraud-risk tripwires and avoided detection by TD Bank's internal bank compliance officers and systems. As asserted herein, TD Bank's active involvement in the Ponzi lent substantial credibility to the scheme which Plaintiffs relied upon in making their investments. Accordingly, TD Bank is liable for Plaintiffs' losses as they materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. 46. Defendant, FRANK A. SPINOSA (hereinafter, "Spinosa"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was acting within the scope of his employment as a senior regional vice-president of operations for TD Bank. Spinosa contributed to the scheme by, among other things, making material misrepresentations in meeting with investors, providing falsified account statements, preparing fraudulent irrevocable "lock letters", Page 16 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726723

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint and using his position at the bank and the bank itself to induce investor funding for the Ponzi. Additionally, Spinosa materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. On or about November 2009, TD Bank terminated Spinosa's employment.4 47. Defendant, JENNIFER KERSTETTER (hereinafter, "Kerstetter"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was acting within the scope of her employment as an assistant manager for TD Bank. Kerstetter contributed to the scheme by, among other things, making material misrepresentations in meeting with investors, providing falsified account statements, preparing fraudulent irrevocable "lock letters", and using her position at the bank and the bank itself to induce investor funding. Additionally, Kerstetter materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care.5 48. Defendant, ROSANNE CARETSKY (hereinafter, "Caretsky"), is an individual residing in Broward County, Florida, and, at all times relevant hereto, was acting within the scope of her employment as an assistant vice president and branch manager for TD Bank. Caretsky 4 On June 10, 2010, Spinosa was deposed as part of the 2004 Examination in the case styled as In Re: Rothstein Rosenfeld: Adler, P.A., Debtor, Case No.: 09-34791-BKC-RBR currently pending before the United States Bankruptcy Court Southern District of Florida. Mr. Spinosa's sworn 2004 Examination deposition testimony was relied upon by the Plaintiffs in making the allegations contained herein. On May 18, 2010, Kerstetter was deposed as part of the 2004 Examination in the case styled as In Re: Rothstein Rosenfeld: Adler, P.A., Debtor, Case No.: 09-34791-BKC-RBR currently pending before the United States Bankruptcy Court Southern District of Florida. Ms. Kerstetter's sworn 2004 Examination deposition testimony was relied upon by the Plaintiffs in making the allegations contained herein. Page 17 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726724

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care.6 C. RRA Defendants 49. Defendant, DAVID BODEN (hereinafter, "Boden"), is an individual residing in Fort Lauderdale, Florida and, at all times relevant hereto, was a shareholder and general counsel for RRA. Boden also worked as an agent for defendant-broker Richard Pearson and was compensated for performing services as an "inside?' to the fraudulent transactions alleged herein. Boden was Rothstein's "right-hand man" and an essential participant in the scheme by, among other things, participating in investor inducement meetings, negotiating and drafting the putative settlement and assignment documents, acting as the "closing agent" to secure investor funding, and advising and soliciting investors into funding settlements despite actual and/or constructive knowledge that the investments were part of a Ponzi scheme. Boden materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care? 6 On May 19, 2010, Caretsky was deposed as part of the 2004 Examination in the case styled as In Re: Rothstein Rosenfeld: Adler, P.A., Debtor, Case No.: 09-34791-BKC-RBR currently pending before the United States Bankruptcy Court Southern District of Florida. Ms. Caretsky's sworn 2004 Examination deposition testimony was relied upon by the Plaintiffs in making the allegations contained herein. 7 On April 29, 2010, Boden was deposed as part of the 2004 Examination in the case styled as In Re: Rothstein Rosenfeld: Adler, P.A., Debtor, Case No.: 09-34791-BKC-RBR currently pending before the United States Bankruptcy Court Southern District of Florida. Mr. Boden's sworn 2004 Examination deposition testimony was relied upon by the Plaintiffs in making the allegations contained herein. Page 18 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726725

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 50. Defendant, 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 and soliciting investors into the Ponzi scheme, participating in investor inducement meetings, providing material misrepresentations which induced investor funding, and reaping financial benefits from the investor fraud despite having actual or constructive knowledge that the investments were being made into a Ponzi scheme. Bamett materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. 51. Defendant, IRENE STAY (hereinafter, "Stay"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was the chief financial officer of RRA. Stay participated in the scheme by furnishing investors with falsified bank account statements and wire transfer confirmations used to induce investor funding despite having actual or constructive knowledge that the investments were a Ponzi scheme. Stay materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. 52. Defendant, DEBRA E. VILLEGAS (hereinafter, "Villegas"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was the chief operating officer at RRA. Villegas, Rothstein's proclaimed number two at RRA, participated in the scheme by, among other things, drafting and notarizing fallacious putative settlement and assignment Page 19 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726726

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint agreements, furnishing investors with false bank account statements and fictitious wire transfer notifications for the purpose of inducing investments into the Ponzi scheme despite having actual or constructive knowledge of same. Villegas materially participated, conspired, substantially assisted, encouraged, and knowingly otherwise aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. On June 11, 2010, Villegas pled guilty to federal charge of conspiracy to commit money laundering. D. Banyon Defendants 53. Defendant, BANYON 1030-32, LLC (hereinafter, "Banyon 1030-32"), is the General Partner and investment manager of Banyon Income Fund and Banyon USVI. Banyon 1030-32, by and through its agent Frank Preve and Managing Member George Levin, directed several of the Banyon investment entities including, BIF, Banyon USVI, Banyon Funding, LLC, and Banyon Investments, LLC. In its role as the General Partner and investment manager of BIF, Banyon 1030-32 owed a fiduciary duty to the partnership and to the Limited Partners. Banyon 1030-32 made material misrepresentations to its Limited Partners and breached its fiduciary duties when it haphazardly invested all of the investors into the Ponzi scheme despite awareness of numerous indisputable "red flags." Banyon 1030-32 benefited financially from their illegal, wrongful, and conspiratorial acts against the Limited Partners of BIF and Razorback. Banyon 1030-32 materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. Page 20 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726727

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 54. Defendant, BANYON INCOME FUND, L.P. (hereinafter, "RIF"), is a Delaware limited partnership with its principal place of business in Fort Lauderdale, Florida. BIF, at all times relevant hereto, was operated by its Managing Members Levin and Preve as a putative investment entity formed exclusively to purchase interests in Ponzi scheme settlements. 55. Defendant, BANYON USVI, LLC (hereinafter, "Banyon USVI"), is a Delaware limited liability company with its principal place of business in Fort Lauderdale, Florida. Banyon USVI, at all times relevant hereto, was operated by its Managing Members Levin and Preve as a putative investment entity formed exclusively to purchase, along with Razorback, an interest in a certain Ponzi scheme settlement. 56. Defendant, GEORGE G. LEVIN (hereinafter, "Levin"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was acting within the scope of his employment as the Chief Executive Officer and Managing Member of Banyon USVI, BIF, and Banyon 1030-32. Levin, who previously owned and operated GGL Industries, Inc. d/b/a Classic Motor Carriages, a company convicted of federal fraud charges, actively participated in the scheme by, among other things, recruiting, inducing, conspiring, assisting, encouraging, and otherwise aiding and abetting one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. Similar to his operation of Classic Motor Carriages, Levin relied on others in Banyon to do his "dirty work" in an attempt to insulate him from both criminal and civil liability. Levin's participation in the Ponzi scheme should be considered "Classic Motors 2.0." 57. Defendant, FRANK J. PREVE (hereinafter, "Preve"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was acting within the scope of his Page 21 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726728

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint employment as the chief operating officer or agent of Banyon USVI, BIF and Banyon 1030-32. Preve maintained an office at RRA and was the key Banyon insider who devoted significant time and effort collaborating with Rothstein to operate the Ponzi. Preve, a convicted bank fraud and embezzlement felon,8 participated in the scheme by, among other things, recruiting, inducing, conspiring, assisting, encouraging, and otherwise aiding and abetting one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. Preve also acted as the first level of insulation between his boss, Levin, and the fraud being committed by Rothstein. 58. There is a sufficient unity of interest and ownership between Banyon 1030-32, BIF, and Banyon USVI such that the acts of one are for the benefit and can be imputed as the acts of the other. Banyon 1030-32, BIF, Banyon USVI, Levin, and Preve will hereinafter be collectively referred to as "Banyon." The Banyon Defendants acted as the agents, servants, employees and/or representatives of each other within the course and scope of their agency and employment, and with the knowledge and permission of the other Banyon Defendants. E. Onyx/ABS/Alexa Defendants 59. Defendant, MICHAEL SZAFRANSKI (hereinafter, "Szafranski"), is an individual residing in Miami-Dade County, Florida and, at all times relevant hereto, was acting within the scope of his employment as the president of Onyx Options Consultants Corporation and ABS Capital Funding, LLC. Szafranski was hired as an "independent" third-party on behalf of BIF, Banyon USVI, Razorback, and D3 and was tasked with verifying the legitimacy of the purported Frank Preve pled guilty to bank embezzlement charges in 1985 and received ten (10) years probation and a $10,000.00 fine for falsifying loan documents in connection with a scheme resulting in losses exceeding $2,300,000.00. Page 22 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726729

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint confidential settlements. Specifically, Szafranski was the only person vested with authority to analyze the unredacted settlement documents, to substantiate the putative plaintiffs' and putative defendants' existence, to confirm the putative defendants' pre-funded wire transfer into the Principal Conspirators' TD Bank escrow account, to verify the Principal Conspirators' TD Bank trust and escrow account balances, and to provide an opinion as to the authenticity of the settlement deals. Szafranski participated in the scheme by, among other things, making material misrepresentations, false verifications, and conspiring to induce investor funding while accepting over $32 million in payment from the Principal Conspirators despite having actual or constructive knowledge that the investments were a Ponzi scheme. Szafranski materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care.9 60. Defendant, ONYX OPTIONS CONSULTANTS CORPORATION d/b/a/ ONYX CAPITAL MANAGEMENT (hereinafter, "Onyx"), is a Florida limited liability company which, at all times relevant hereto, was owned and operated by Szafranski. Onyx materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. 61. Defendant, ABS CAPITAL FUNDING, LLC, (hereinafter, "ABS"), is a Florida limited liability company which, at all times relevant hereto, was owned and operated by Szafranski 9 On March 8-9, 2010, Szafranski was deposed as part of the 2004 Examination in the case styled as In Re: Rothstein Rosenfeld: Adler, P.A., Debtor, Case No.: 09-34791-BKC-RBR currently pending before the United States Bankruptcy Court Southern District of Florida. Mr. Szafranski's sworn 2004 Examination deposition testimony was relied upon by the Plaintiffs in making the allegations contained herein. Page 23 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726730

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint as a putative investment entity formed exclusively to purchase interests in Ponzi scheme settlements. ABS materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. 62. Defendant, ALEXA FUNDING, LLC, (hereinafter, "Alexa Funding"), is a Florida limited liability company which, at all times relevant hereto, was owned and operated by Szafranski as a putative investment entity formed exclusively to purchase interests in Ponzi scheme settlements. Alexa Funding materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. F. CPA Defendants 63. Defendant, BERENFELD SPRITZER SHECHTER SHEER, CPA LLP (hereinafter, "Berenfeld'), is a Florida limited liability partnership which, at all times relevant hereto, served as the auditing firm for BIF and Banyon 1030-32 and as the accounting firm for RRA, Rothstein, and Rosenfeldt individually. As described, Berenfeld was uniquely positioned as Banyon auditor and RRA accountant to discover the fraudulent scheme and, despite countless "red flags" failed to do so. Berenfeld's unqualified audit opinion of BIF and Banyon 1030-32, which it knew was being incorporated into a Confidential Offering Memorandum, authenticating hundreds of millions of dollars of non-existent receivables, was so patently deficient that the audit amounted to no audit at all. Berenfeld materially participated, conspired, substantially assisted, encouraged, and Page 24 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726731

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. 64. Defendant, TRACY WEINTRAUB, (hereinafter "Weintraub"), is an individual residing in Broward County, Florida, and, at all times material hereto, was acting within the scope of his employment as the Senior Audit and Managing Partner of Berenfeld's Fort Lauderdale office located in the same building as RRA. Weintraub materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care.10 65. Defendant, GARY BERKOWITZ, (hereinafter "Berkowitz"), is an individual residing in Broward County, Florida and, at all times material hereto, was acting within the scope of his employment as a Certified Public Accountant of Berenfeld. Berkowitz materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care." 66. Defendant, BRIAN LEITSTEIN, (hereinafter "Leitstein") is an individual residing in Broward County, Florida and, at all times material hereto, was acting within the scope 10 On May 12, 2010, Weintraub was deposed as part of the 2004 Examination in the case styled as In Re: Rothstein Rosenfeld: Adler, P.A., Debtor, Case No.: 09-34791-BKC-RBR currently pending before the United States Bankruptcy Court Southern District of Florida. Mr. Weintraub's sworn 2004 Examination deposition testimony was relied upon by the Plaintiffs in making the allegations contained herein. 11 On March 17-18, 2010, Berkowitz was deposed as part of the 2004 Examination in the case styled as In Re: Rothstein Rosenfeldt Adler, P.A., Debtor, Case No.: 09-34791-BKC-RBR currently pending before the United States Bankruptcy Court Southern District of Florida. Mr. Berkowitz's sworn 2004 Examination deposition testimony was relied upon by the Plaintiffs in making the allegations contained herein. Page 25 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726732

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint of his employment as Audit Manager of Berenfeld. Leitstein materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. G. Ballamor Defendants 67. Defendant, BALLAMOR CAPITAL MANAGEMENT, LLC (hereinafter, "Ballamor"), is a Pennsylvania limited liability corporation which, at all times relevant hereto, was owned and operated by its president and sole officer, Bany Bekkedam. Ballamor is an investment, advisement, and strategies firm for ultra-high net worth individuals. Ballamor participated in the scheme by actively serving as a "feeder" entity used to promote, facilitate, and induce investments into the Ponzi scheme. Ballamor materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. Ballamor conducted business and had regular, not isolated, contact with Florida for which it could reasonably anticipate being haled into this Court's jurisdiction. 68. Defendant, BARRY R. BEKKEDAM (hereinafter, "Bekkedam"), is an individual residing in Delaware County, Pennsylvania and, at all times relevant hereto, was acting within the scope of his employment as the chief executive officer and president of Ballamor. Bekkedam materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable Page 26 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726733

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint care. Bekkedam conducted business and had regular, not isolated, contact with Florida for which he could reasonably anticipate being haled into this Court's jurisdiction. H. Pearson Defendants 69. Defendant, R.L. PEARSON & ASSOCIATES, INC. (hereinafter, "R.L. Pearson"), is a Florida corporation which, at all times material hereto, was owned and operated by its president and sole officer, Richard Pearson. R.L. Pearson participated in the scheme by actively serving as a "feeder" entity which materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. 70. Defendant, RICHARD PEARSON (hereinafter "Pearson"), is an individual residing in Broward County, Florida and, at all times relevant hereto, was acting within the scope of his employment as the sole owner and president of R.L. Pearson. Pearson participated in the scheme by actively serving as a "feeder" that materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. I. Gibraltar Bank Defendant 71. Defendant, GIBRALTAR PRIVATE BANK & TRUST, CO. (hereinafter, "Gibraltar Bank") is a private bank and wealth management firm organized under the rules promulgated by the Office of Thrift Supervision as a Federal Stock Association Charter with its principal place of business in Miami-Dade County, Florida. As alleged herein, Gibraltar Bank Page 27 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726734

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. J. Platinum and Centurion Defendants 72. Defendant, PLATINUM PARTNERS VALUE ARBITRAGE FUND (USA), L.P. (hereinafter "Platinum"), is a Delaware limited partnership which, at all times material hereto, by and through its agents, managers, and officers, materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. Platinum's general partner is Platinum Management (NY) LLC headquartered in New York, New York and the designated Managing Member is Mark "Meir" Nordlicht. 73. Defendant, CENTURION STRUCTURED GROWTH, LLC (hereinafter "Centurion"), is a Delaware limited liability company which, at all times material hereto, by and through their agents, managers, and officers, materially participated, conspired, substantially assisted, encouraged, and otherwise knowingly aided and abetted one or more of the other defendants in the unlawful, misleading, and fraudulent conduct alleged herein while willfully ignoring and/or failing to exercise reasonable care. Centurion's managing member is Platinum Management (NY) LLC headquartered in New York, New York. Page 28 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726735

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 74. At the insistence of Platinum and Centurion, Michael Szafranski was appointed as an independent third party verifier of putative settlements and, at all times material hereto, acted as an agent for Platinum and Centurion. Page 29 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726736

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint V. The Ponzi Scheme A. The Rothstein Facade 75. From humble beginnings in 2003, Rothstein transformed RRA into one of the fastest growing law firms in Florida. Under Rothstein's six-year stewardship, RRA grew from seven attorneys to over seventy and amassed almost one hundred and fifty in staff. Along with its dramatic growth in size, RRA rapidly emerged as a legal, political, and philanthropic powerhouse. 76. Not surprisingly, as the firm expanded so did Rothstein's enormous portfolio of personal assets including more than twenty-four 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. 77. Rothstein lived lavishly and spent prolifically--critical components necessary to set his scheme in motion. Rothstein leveraged these assets as tools to induce investment into the Ponzi scheme, appeasing unwary investors with personal guaranties secured by these very same assets. 78. With RBA's tireless marketing efforts and meteoric rise into prominence, Rothstein quickly made forays into preeminent social circles, rubbing elbows with high net- worth individuals and political luminaries, the perfect breeding grounds to attract wealthy investors. His plot was up and running. B. The Plan 79. Rothstein seized upon his new found stature to entice investors into his scheme using his purported budding employment and labor practice at RRA as the conduit. Page 30 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726737

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 80. The scheme was predicated on the Principal Conspirators' pipeline of pre-suit, confidential settlement agreements as the self-professed "preeminent sexual harassment and labor employment law firm in the country." RRA purported to attract a high volume of quality cases based upon RRA's own reputation, as well as from intemet referrals and well placed "800" numbers. Investors were told that RRA had an extensive in-house private investigative team, including former F.B.I. and C.I.A. agents, led by a former Broward County sheriff, whose singular task was to obtain compromising evidence against high-profile, wealthy putative defendants. The story Rothstein spun was that once his team of investigators finished their surveillance and dug up enough evidence to support a civil cause of action (typically a sexual harassment, mass tort cover-up, or whistle-blower claim), he would contact the putative defendant and arrange a meeting at his office. Once in his office, Rothstein would layout all the evidence against the putative defendant painting a detailed picture of how the negative exposure would indubitably affect the putative defendant's personal and professional life. Rothstein would then extend an offer to amiably resolve the matter quickly and quietly through a confidential, pre-suit settlement with the putative plaintiff, thereby avoiding protracted litigation or negative publicity. 81. Once the putative defendant agreed, a confidential settlement would be negotiated, which invariably included two key provisions: (1) that the putative plaintiff would be paid the settlement over time, usually within a range of three to nine months; and (2) that the putative defendant would pm-fund the entire settlement amount, held in escrow by RRA, which could only be disbursed in accordance with the pre-determined schedule integrated into the confidential settlement. Page 31 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726738

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint C. The Pitch 82. With the stage set and his plan in place, Rothstein began to make his pitch. The key backdrop element incorporated into each investor meeting was that the putative plaintiffs did not and/or could not wait for the structured monthly payouts and would willingly agree to assign their rights to same for a discounted lump-sum payout. Typically, this lump-sum payment was at a discount rate in the range of 20-40% off the settlements' face-value. Rothstein scripted a plethora of plausible explanations as to why a putative plaintiff wanted his or her money now in lieu of waiting for the structured monthly payments. 83. Rothstein claimed to want nothing from the deal and was only presenting the "opportunity" for a putative plaintiff's benefit. Notwithstanding, Rothstein would often boast that if not for his professional and legal conflicts he would be the one purchasing these assignments. To bolster this claim, Rothstein agreed to stay on and act as the escrow agent to facilitate the transaction. 84. As a means to induce investor action, to corroborate the settlement being purchased and to mitigate any lingering risk-related concerns, Rothstein would show investors the purported executed agreement between the putative plaintiff and putative defendant; however, because the settlements were pre-suit and confidential in nature, all of the names were redacted. 85. Furthermore, Rothstein would agree to provide: (1) confirmation of RRA's IOTA trust account balance at TD Bank evidencing the putative defendant's fully funded settlement proceeds being held in escrow; (2) a "lock letter", drafted and executed by a TD Bank executive, irrevocably assuring that the putative defendant's pre-funded settlement proceeds in RRA's IOTA trust account could only be paid directly to the investor's designated account which, in Page 32 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726739

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint most cases, was an account at TD Bank; and (3) the opportunity for an independent third-party to authenticate the underlying settlement and assignment, and to verify that the putative defendant's funds were being held in RRA's IOTA trust account, 86. As the final piece to persuade an investment, the Principal Conspirators offered to absolutely and unconditionally guaranty the entire settlement transaction. This "gratuitous" guaranty, secured by the Principal Conspirators' significant assets (as discussed in part, supra), was a vital inducement further securitizing the transaction and lending critical credibility to the purchase of these settlements. 87. Notwithstanding these broad ranges of false assurances and material representations, Rothstein remained hyper-vigilant over access to RRA's IOTA trust and escrow accounts under the guise of confidentiality. In fact, potential investors could only access RRA's TD Bank account information from Rothstein or Stay, from the independent verifier, Szafranski, or through Rothstein's express authorization directing TD Bank executives like Spinosa, Kerstetter, and Caretsky to provide the requested statements. On numerous occasions, TD Bank vice-president Spinosa, assistant manager Kerstetter, and assistant vice president Caretsky physically handed trust/escrow account statements to Rothstein, who then handed the statement over to the investor in their presence, or provided Szafranski, Plaintiffs' third-party independent verifier, with same. 88. Once an investor expressed interest and was provided the above-referenced assurances, the Principal Conspirators, in conjunction with Boden and Villegas, prepared an agreement for the putative plaintiff's assignment of the settlement and related proceeds. Page 33 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726740

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 89. Once the terms of the deal were negotiated and finalized, the investor would receive a bank statement confirming that the funds were held in escrow in a designated RRA trust account. Thereafter, the investor would wire funds either directly into RRA's escrow account or to their investment advisor, who would in turn wire the investor's money into an RRA escrow account. The investor's wired money, equivalent to the agreed upon purchase price, was used to pay the putative plaintiff his or her lump sum settlement payout. Thereafter, RRA as the putative escrow agent was obligated to make the scheduled distributions from the locked account at TD Bank to the investor's account in accordance with the pre-determined schedule integrated into the confidential settlement. Page 34 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726741

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint VI. Ponzi Scheme In Action A. Fabricated Settlements Premised on Real Cases 90. 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. Jefrey Epstein, currently 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. To bolster his concocted story, Rothstein invited D3 representatives 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 Epstein's private jet where some of the alleged sexual assaults took place and showed D3 copies of a flight log purportedly containing names of celebrities, dignitaries and international figures. Because of these potentially explosive facts, putative defendant Epstein had allegedly offered $200,000,000.00 for settlement of the claims held by various young women who were his victims. Adding fuel to the fire, an investigative team representative privately told a D3 representative that they found three additional claimants about whom Rothstein did not yet know. Preve was present for this meeting, despite the fact that he was not involved as an investor or representative in the D3 deal. Page 35 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726742

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 91. Additionally, Rothstein leveraged RRA's representation in the Epstein case to pursue issues and evidence wholly unrelated to the underlying litigation but which could potentially be beneficial to lure investors into the Ponzi scheme. For instance, RRA relentlessly chased flight data and passenger manifests regarding flights Epstein took with other famous individuals knowing full well that no underage 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 fictitious story. 92. Conspicuously, Preve and Szafranski shared an office inside RRA one floor down from Rothstein's office, which provided them direct access to assist Rothstein in the furtherance of the Ponzi scheme. This fact helps explain why Preve attended the aforementioned D3 meeting despite his lack of involvement as an investor or representative. 93. Another 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 $2,000,000.00 each. Rothstein told investors to begin raising funds in order to purchase this settlement. While the cases against Chiquita are real, Rothstein did not represent any of the plaintiffs and the cases remain pending. Page 36 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726743

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint VII. Plaintiffs' Investments A. Plaintiffs Induced by the Banyon Confidential Offering Memorandum 94. As the title suggests, this section concerns those Plaintiffs who were induced, at least in part, by Banyon's Confidential Offering Memorandum. As explained more fully below, the co-conspirators who either made or adopted the representations contained in that document include Levin, Preve, BIF, Banyon 1030-32, Banyon USVI, Berenfeld, Bekkedam, Ballamor, Onyx, and Szafranski (in his capacity as an independent verifier). As set forth infra, the Ponzi scheme could not have gained enough momentum and would never have defrauded as many investors at it did without the substantial assistance of Banyon as the primary "feeder fund." 95. Banyon Income Fund ("BIF") was launched in April 2009 and quickly ascended to become the primary "feeder fund" funneling money to purchase the Principal Conspirators' settlement deals. 96. According to the offering prospectus prepared by Levin and Preve, BIF was looking to raise one hundred million dollars ($100,000,000.00) in minimum capital commitments of one million dollars ($1,000,000.00) to continue "a business strategy that [Levin and Banyon] and its affiliates have been engaged in for approximately 2.5 years." See Confidential Offering Memorandum dated April 30, 2009, a copy of which is attached hereto and incorporated herein as Composite Exhibit "A." 97. BIF's strategy offered investors a slice of a "largely untapped market" aimed at purchasing: 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 Page 37 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726744

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint time.12 The purchased settlements are secured by the full settlement amounts which will have been deposited in a trust account established by the plaintiff's attorney for the benefit of the plaintiff prior to purchase by Banyon Income Fund, LP. These settlements are released to Banyon Income Fund, LP over time to liquidate the purchased settlement. Id. 98. For each investment up to one hundred million dollars ($100,000,000.00), BIF promised investors "preferred returns of fifteen percent (15%) on their Capital Contributions . [along with] a claw back obligation to the extent the [investors] have not received 100% of the Capital Account balances (together with accrued but unpaid Preferred Return)"; however, all investments would be subject to a twelve month "lock-up period" precluding any early withdrawal of capital contributions. 99. Not coincidentally, BIF's investment strategy mirrors the purported investment vehicle offered by the Principal Conspirators at the center of the Ponzi scheme. 100. In fact, the Confidential Offering Memorandum specifically references the Principal Conspirators averring that "[o]nce a structure of formal documentation was put in place and an exclusive relationship established with Rothstein", the General Partner was able to achieve a large ramp up in business volume ...." 12 "The purchase price for the purchased settlement will represent a discount from the aggregate amount of payments to be received, typically 15% to 30% and the amount of the discount will represent the [] gross income on the transaction." 13 The Confidential Offering Memorandum acknowledges that Banyon and Levin purchase "non-tort labor and employment settlements from plaintiffs which are not identified but who are represented by Rothstein Rosenfeldt Adler". Page 38 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726745

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 101. As proof of BIF's "large ramp up in business volume" and astounding financial returns, the Confidential Offering Memorandum incorporates an unqualified audited opinion and financial statement prepared by Berenfeld, purportedly verifying, inter alia, that: a. Levin, by and through Banyon affiliated companies, was doing as much as $75,000,000.00 in business a month with Rothstein; b. Through March 2009, Banyon affiliated companies purchased over $1.1 billion dollars worth of legal settlements from Rothstein for a cost of $657,000,000.00; c. By the end of March 2009, the Banyon affiliated companies had realized over $531,000,000.00 in returns; and d. Banyon affiliated companies listed receivables in excess of $559,000,000.00 from pending settlements investments. 102. Significantly, the Confidential Offering Memorandum affirmed that BIF would receive confirmation, prior to closing, verifying that the putative defendant had wire transferred the entire settlement proceeds into RBA's escrow account through an independent third party. 103. BIF's Confidential Offering Memorandum offers a glimpse into window of the Principal Conspirators' operations, as all or substantially all of BIF's assets were funneled directly into the Principal Conspirators' scheme helping feed the Ponzi's voracious appetite for capital which powered the perpetuation of this fraud. Page 39 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726746

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 1. The Banyon Investors 104. In the spring of 2009, Barry Bekkedam, an unabashed promoter of BIF,14 came to South Florida from Pennsylvania to first meet with Doug Von Allmen and discuss D&L Partners and Dynasty Trust's participation in BIF. 105. During that discussion, Mr. Von Allmen learned from Bekkedam that BIF was started by Levin, a professed mentor and confidant of Rothstein, and that the legal settlements being purchased were the product of an exclusive arrangement negotiated between Rothstein and Levin on behalf of BIF. 106. Mr. Von Allmen was told by Bekkedam that Levin was personally worth in excess of $400,000,000.00 and would personally guarantee each of the settlements being purchased. 107. Additionally, Bekkedam told Mr. Von Allmen that the settlements being purchased were already fully pre-funded and held in escrow in RRA's trust accounts, that a "Big Four" auditing firm would verify financials quarterly, that Ballamor had continuous access to the trust account balances, and that Ballamor would oversee Banyon's hiring of an independent 14 On May 15, 2009, while serving as a panelist at a financial conference in Las Vegas Nevada, Bekkedam professed to have identified a niche financing opportunity purchasing legal settlements. Bekkedam stated that he negotiated a 15% current cash return on the $100,000,000.00 of outside money raised which was further secured by a personal guaranty from the entrepreneur who already had $500,000,000.00 of his own money invested. Strikingly, Bekkedam claimed to be the driving force behind the fund's [BIF] origination declaring that "literally he [the entrepreneur] didn't even understand that the fund structure was out there. We put him in the fund business basically." IS Bekkedam misrepresented this fact as it turns out that the auditing firm was Berenfeld which is decidedly not one of the referenced "Big Four" firms and belied by the audit opinion contained within the Confidential Offering Memomadum. Page 40 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726747

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint verifier to monitor and confirm the entire settlement transaction and funding. Each of these representations made, and ultimately relied upon herein, was intended to induce an investment. 108. Finally, Mr. Von Allmen was told by Bekkedam that it would take two signatures to move the money, one of which would be someone from BIF. 109. Shortly thereafter, Bekkedam, provided Mr. Von Allmen with a Confidential Settlement Funding memorandum dated April 21, 2009, which corroborated Bekkedam's pitch and spelled out in greater detail the "Due Diligence Undertaken" by Ballamor and Bekkedam. See Confidential Settlement Funding memorandum dated April 21, 2009, a copy of which is attached hereto and incorporated herein as Composite Exhibit "B." Significantly, the Confidential Settlement Funding memorandum emphasized that a Ballamor / Banyon representative has had the opportunity to visit and speak with a senior banking officer at a local branch of the financial institution [TD Bank] to ask questions and confirm current trust account balances, including confirming written bank statements provided from the bank with balances shown through on-line access. The representative has had the opportunity to speak with another independent representative [Szafranski] performing services for another purchaser. 110. Bekkedam acted as a sub-feeder on behalf of Banyon, using the Confidential Offering Memorandum to either make or bolster his representations about the veracity and low risk nature of the investment. III. Bekkedam persisted in his pursuit of inducing Mr. Von Allmen's investment, going as far as purchasing a dinner aboard Mr. Von Allmen's boat at a charity auction and inviting Rothstein and Levin, along with their wives, to attend as his guests. The dinner was held on April 4, 2009, which was the first time Mr. Von Allmen met Levin. Page 41 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726748

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 112. By late April 2009, Bekkedam's perseverance paid off as his successful pitch to Mr. Von Allmen's personal banker at Bank of America was the final hurdle in securing Mr. Von Allmen's financial commitment. 113. In reliance on these aforementioned representations by Bekkedam, on or about May 4, 2009, Mr. Von Allmen (through D&L Partners) and his wife Linda Von Allmen (through Dynasty Trust) first wired funds to BIF. Approximately one month later, Mr. Von Allmen's son and daughter-in-law, David and Ann Von Allmen (through the DVA Trust and AVA Trust), and his step-son, Dean ICretschmar, predicated on these same representations as to the security and verification processes, funded investments into BIF as directed by Ballamor and Bekkedam. For ease of reference, these parties are hereinafter collectively referred to as "the Banyon Investors." 114. Logistically, the Banyon Investors were Limited Partners in BIF while Banyon 1030-32, served as the General Partner and Levin as the Managing Partner. 115. Notably, at no time during his courtship of Mr. Von Allmen, did Bekkedam disclose his indebtedness to Levin for the more than one million dollars provided to underwrite Ballamor's $1.8 billion dollar expansion earlier in 2009, nor did Bekkedam reveal his quid pro quo procurement of Levin's $5,000,000.00 investment of a planned $18,000,000.00 in Nova Bank (aka Nova Financial Holdings, Inc.) where Bekkedam served as Chairman. 116. Prior to investing, each Banyon Investor received the aforementioned Confidential Offering Memorandum describing the terms and conditions of the investment structure in greater detail. 117. As previously stated, the Confidential Offering Memorandum provided that a receipt of the putative defendant's wire transfer of the full settlement proceeds into RBA's trust account Page 42 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726749

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint would be verified by an independent third party. That purportedly independent verifier turned out to be Michael Szafranski. 118. Additionally, the Banyon Investors were assured that in cooperation with TD Bank executives (which turned out to be Spinosa, Kerstetter, and Caretsky), that BIF's third-party verifier would have online access to banking records for each deposit account and admission into all records related to the purchased settlements and settlement trust accounts. 119. Furthermore, the Memorandum states that while "Ballamor will receive no compensation for its participation or investment recommendation . . . George Levin has an agreement in principle with Ballamor and its principal, Bany R. Bekkedam, with respect to an equity investment in Ballamor by Mr. Levin and a loan to Mr. Bekkedam, the final terms of which have not been determined."16 120. Michael Szafranski, president of Onyx Capital Management, and as agent for the Banyon Investors was designated the independent third-party verifier of deals procured by Banyon 1030-32 and BIF. Prior to and during the course of his investigation, Szafranski obtained numerous documents demonstrative TD Bank's involvement as the RRA escrow agent bank. 121. Rosanne Caretsky, an assistant branch manager with Commerce Bank,17 was the source for the following documents obtained by Szafranski: a. October 29, 2008, letter signed by Caretsky enclosing three trust/escrow account statements for RRA: 16 In fact, this was a decidedly false assurance, as we now know that, at the time the Memorandum was issued, Ballamor and Mr. Bekkedam had already received $1,000,000.00 "loan" from Levin for their involvement in this Ponzi scheme, along with $5,000,000.00 of a promised $18,000,000.00 of investment through Ballamor into Nova Bank, a Pennsylvania financial institution where Bekkedam served as the Chairman. 17 Commerce Bank was a predecessor in interest to TD Bank as a result of March 2008 purchase. Page 43 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726750

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint i. account number 6860291258 containing $166,922,339.00; ii. account number 6860423489 containing $40,125,685.44; and iii. account number 6860420923 containing $348,229,463.21. b. These three statements purportedly show a total of $555,277,487.65 in available funds in the corresponding accounts. c. April 17, 2009, letter signed by Caretsky as a TD Bank Assistant Vice President, enclosing RRA trust/escrow account statements for: i. account number 6860423489 showing a balance of $61,117,111; ii. account statement for account number 6860755104 showing a balance of $80,978,935.31; iii. account statement for account number 6860699146 showing a balance of $136,122,322.87; iv. account statement for account number 6860291258 showing a balance of $198,644,311.13; and v. account statement for account number 6860420923 showing a balance of $483,668,999.39. d. These five statements purportedly show a total of $960,531,679.70 in available funds in the corresponding accounts. 122. All totaled, the eight account statements provided by Caretsky purported to represent $1,515,809,167.35 in available funds in the RRA trust/escrow accounts. 123. Jennifer Kerstetter, an assistant manager for TD Bank, was the source for the following documents obtained by Szafranski: Page 44 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726751

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. March 20, 2009, letter signed by Kerstetter enclosing RRA trust/escrow account statements for: i. account number 6860699146 showing a balance of $104,211,711.22; ii. account number 6860420923 showing a balance of $368,333,133.20; and iii. account number 6860291258 showing a balance of $110,331,563.13. b. These three statements purportedly show $582,876,407.55 in available funds in the corresponding accounts c. July 13, 2009, letter signed by Kerstetter from TD Bank enclosing RRA trust/escrow account statement for account number 6861077193 showing a balance of $14,286,000.00. 124. All totaled, the four account statements provided by Kerstetter purported to represents $597,162,407.55 in available funds in the RRA trust/escrow accounts. 125. Additionally, Szafranski obtained the following documents originated from TD Bank: a. June 22, 2009, Commerce Bank wire transfer to RRA trust/escrow account ending x-0923 in the amount of $1,957,500.00 and purporting to be a funded settlement; b. June 22, 2009, Commerce Bank wire transfer to RRA trust/escrow account ending x-0923 in the amount of $2,680,000.00 and purporting to be a funded settlement; c. June 22, 2009, Commerce Bank wire transfer to RRA trust/escrow account Page 45 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726752

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint ending x-0923 in the amount of $695,000.00 and purporting to be a funded settlement; d. June 30, 2009, Commerce Bank wire transfer to RRA trust/escrow account ending x-0923 in the amount of $2,208,000.00 and purporting to be a funded settlement; e. July 1, 2009, Commerce Bank wire transfer to RRA trust/escrow account ending x-0923 in the amount of $6,072,000.00 and purporting to be a funded settlement; and f. July 17, 2009, TD Bank wire transfer to RRA trust/escrow account ending x- 0923 in the amount of $22,348,221.00 and purporting to be a funded settlement. 126. All totaled, the aforementioned Commerce and TD Bank wire transfer statements represented $35,960,721.00 worth of deposits into the RRA trust/escrow account ending in number x-0923 between June 22, 2009, and July 17, 2009. 127. In reliance on the foregoing, as allegedly confirmed by Szafranski, the Banyon Investors collectively invested $60,550,000.00 into BIF and into the Ponzi scheme. 2. Clockwork Capital Advisors, LLC 128. The Von Allmen family investments breathed new life into BIF and, on the heels of his success in securing these funds, Bekkedam continued pursuit of additional investment funds. 129. In early summer of 2009, Ballamor's Managing Director Al Rapetti put Bekkedam in touch with Abraxac Discala (hereinafter, "Discala"), who was portrayed as a potential investor source with access to high-net worth individuals and Hollywood celebrities. Page 46 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726753

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 130. After a few initial conversations and an informal meeting in Florida, Bekkedam invited Discala to Ballamor's headquarters in Pennsylvania. 131. Over the course of many discussions, Discala learned from Bekkedam about the inner workings of BIF and about the confidential settlements being purchased. 132. As a backdrop, Bekkedam described the close personal relationship shared between Rothstein and Levin which explained how BIF was able to secure the purported exclusive right to purchase RRA's entire pipeline of confidential settlements. 133. Additionally, Bekkedam detailed how RRA's successful marketing efforts, via strategically placed "800" numbers and network of nationwide referrals, swelled the firm's pipeline of settlements to a critical mass. Bekkedam even pointed to Berenfeld's audited accounting financial statements as proof substantiating SW's monthly purchases of between $50,000,000.00 - $75,000,000.00 of settlements a month. 134. BIF's problem was that the current pace of funding was unsustainable as RRA's seemingly insatiable capital demands exhausted Banyon's financial wherewithal. As a result, BIF was in danger of creating rolling monthly shortfalls which would inevitably crater BIF's exclusivity deal. 135. Bekkedam believed that with Discala's help in promoting BIF the monthly deficit could be bridged and, to bolster his confidence, brought Levin and Preve into the discussion to augment this point. 136. In essence, Discala was being positioned as a "white knight" capable of riding in to save BIF and make a lot of money for himself and his investors along the way. Page 47 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726754

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 137. When, in approximately August or September, 2009, the conversations turned to solidifying his involvement, Discala balked at the opportunity to work directly for Ballamor, deeming the proposed remuneration inadequate. 138. The conversation quickly transitioned to the idea of Discala taking over fund raising responsibilities from BIF by creating his own investment fund which would absorb BIF and provide Discala the opportunity to raise capital under more financially lucrative terms. In principal, this idea would not only benefit Discala, but would also permit Levin to significantly reduce (if not eliminate) his personal investment, allow him to eliminate his personal guaranty, and ensure that he could step away from the thy-to-thy stresses and responsibilities of raising capital. 139. These discussions led Discala to incorporate Clockwork Capital Advisors, LW ("hereinafter, Clockwork"), with an eye towards planning for the creation of a Clockwork fund. 140. On September 8, 2009, Discala and Levin memorialized their understandings by executing a Letter of Intent (hereinafter, "LOI") prepared by Ballamor's General Counsel Lawrence Rovin, Esq., outlining 'The proposed terms and conditions for a new facility to provide funding for the business currently being conducted" by BIF and its affiliates. 141. Specifically, the LOI details the mechanics for rolling BIF into the to-be-formed Clockwork fund,I9 describes the transition of primary money raising responsibility to Clockwork, and offers insight into Levin's expedited financial exit.19 18 At closing, Clockwork will "take responsibility of the administration of the purchase, funding and collection of Settlements on behalf of Newco... [and] will also assume administration of the collection of pre-existing BIF Settlements." 19 Following the closing, Clockwork agrees to "fund by way of loans . . at least 50%, but at Levin's option up to 90% of the Settlement Price of Approved Settlements, with Newco funding the balance" on the first $500,000,000.00 raised by Clockwork and, thereafter, to "fund 90% of the Settlement Price for Approved Settlements by way of loans . . . subject to the right of Newco to fund more than 10% of the Settlement Price using funds provided solely by Levin." Page 48 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726755

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 142. The LOI also sets forth two noteworthy provisions, namely: (1) the creation of a new Levin-owned entity to serve as the "gatekeeper" for all settlements, allowing Levin to maintain control of all of the Principal Conspirators' deals20; and (2) a requirement that Levin provide the start-up funding and requisite legal fees necessary to launch the Clockwork fund 21 These two provisions were put in place to ensure that Levin and Preve continue to "control" the settlement distribution process and effectively insulate the Principal Conspirators from direct investor involvement. 143. On September 16, 2009, pursuant to the terms of the LOI, Levin wired Discala $125,000.00 to help get Clockwork off its feet and to hire the Clifford Chance, LLP law firm needed to prepare Clockwork's private placement memorandum. 144. Notwithstanding, settlement purchase opportunities came along during the time that Clockwork was still in formation and not yet fully operational. The Principal Conspirator's insatiable demand for fresh Ponzi capital lured Discala to begin raising capital for both the Razorback and D3 deals, discussed in detail in Section VII, A.3-4 below. In so doing, Discala shared the information he obtained in being recruited to help form Clockwork with the investors who eventually funded both Razorback and D3 deals. For Douglas Von Allmen, a major investor in both Razorback and D3, this information further buttressed the representations previously made to 20 That any purchase of the Principal Conspirators' confidential settlements "will be conducted exclusively" through "[a] new special purpose entity domiciled in the U.S. Virgin Islands [which] will be created, owned and controlled by Levin". 21 Finally, "[t]o cover the costs and expenses of creating and documenting Clockwork fund and other costs incidental to concluding the transactions contemplated herein, Clockwork shall receive a $750,000 commitment fee payable as follows: (1) $125,000 upon execution of this letter of intent; (2) $250,000 upon funding the first $100 million in Loans; (3) $250,000 upon funding the next $100 million in Loans; and (4) $125,000 upon funding the next $100 million in Loans." Page 49 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726756

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint him by Bekkedam and by and though Banyon's confidential offering memorandum and incorporated audited financials. 3. Razorback Funding, LLC 145. Razorback was formed September 24, 2009, for purposes of investing in two RRA settlements: (1) a $40,600,000.00 structured settlement, payable in four equal monthly installments, offered in exchange for a lump sum payment of $23,200,000.00; and (2) a $26,100,000.00 structured settlement, payable in three equal monthly installments, offered in exchange for a lump sum payment of $17,400,000.00. 146. 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. 147. On October 1, 2009, Szafranski, who, in addition to acting as the independent verifier for Banyon, 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, Szafranski purportedly witnessed Rothstein sign on to the TD Bank on-line banking website and verified that all of the wire transfers for the underlying Razorback settlement deals had been received by RRA and were held in RRA's escrow account ending in x-I356. Page 50 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726757

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 148. Szafranski also verified that a "lock letter" signed by Spinosa,22 in his capacity as Regional Vice President of TD Bank and dated October 1, 2009, had been received. That letter stated: 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, c/o Razorback Funding, LLC, Debt Sc. Equity Re-Payment Account: TD Bank, NA, 319 Glen Head Road, Old Brookville, NY, ABA: 026013673, Account # 4244986191. 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 1, 2009 letter which is attached hereto and incorporated herein as Exhibit "C." 149. The "above referenced account" mentioned in Razorback's lock letter had the account number: 4245221356. 150. Spinosa e-mailed the "lock letter" to Rothstein earlier that day with a message stating that at Rothstein's "request and instructions, this account [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 are not soley (sic) to be directed to the entity set forth in the irrevocable instruction." 151. On October I, 2009, Razorback received copies of two TD Bank wire transfer statements from Preve, a Banyon USVI representative, demonstrating that a total of $66,700,000.00 22 Additionally, as part of its due diligence, Razorback, on or about September 18, 2009, obtained a copy of another TD Bank "lock letter" that was signed by Spinosa in a prior deal. The lock letter indicates that TD Bank had been irrevocably instructed to pay the fund identified in a particular RRA trust account only to the investor's bank account. Page 51 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726758

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint (the full settlement funding being purchased) had been received by RRA in its escrow account at TD Bank, account number 4245221356 which is the same account reference in the aforementioned TD Bank irrevocable lock letter. A copy of the October 1, 2009, TD Bank wire transfer statement is attached hereto and incorporated herein as Composite Exhibit "D." 152. 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. 153. On October 3, 2009, Razorback received confirmation from Spinosa's assistant that she prepared the lock letter and witnessed Spinosa signing it. 154. On October 7, 2009, Razorback received an e-mail from Preve which contained an on-line screen shot of an RRA trust account at TD Bank indicating a balance of $66,700,000.00 in the account ending in number x-1356. A copy of the TD Bank account screen shot is attached hereto as Exhibit "E." 155. On October 22, 2009, Szafranski met again with Rothstein and verified that all of the putative plaintiffs in the Razorback deals received their disbursements by reviewing TD Bank's on- line banking website. 156. In late September 2009, Clifford Chance LLP a large national law firm retained by Clockwork, meet with Rothstein for two days to perform due diligence on the Razorback deal. During the course of the in-depth interview and discussion, lawyers for Clifford Chance achieved a greater understanding of settlement deal flow and verification process and eventually recommended and endorsed investor funding into Razorback. Page 52 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726759

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 157. In reliance on the foregoing, Razorback transferred the sum of $32,000,000.00 to RRA's trust account. 158. As it turns out, account number 4245221356 never contained the funds represented in the wire transfer statements or on the online screenshot of that account at TD Bank. 4. D3 Capital Club, LLC 159. The Principal Conspirator's frenzied demand for the required capital necessary to keep the Ponzi going coupled with the identification of an exuberant new funding source provided the conspirators a perfect opportunity to secure funding. Accordingly, the Principal Conspirator's concocted a new settlement "opportunity" premised upon the Jeffrey Epstein case referenced supra. 160. D3 was formed October 4, 2009, for purposes of investing in a $30,000,000.00 RRA structured settlement, payable in six equal monthly installments of $5,000,000.00, offered in exchange for $18,000,000.00. 161. A D3 representative, who was also a representative of Razorback's management team, along with Douglas and David Von Allmen as investors, had knowledge of and relied upon the contacts and representations made by TD Bank in connection with the Razorback transaction. 162. 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 # 4245728568. 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 Page 53 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726760

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint be made from the account referenced above to the TD bank account # 4245728568 belonging to D3 Capital Club, LLC. See October 15, 2009, lock letter attached hereto and incorporated herein as Exhibit "F." 163. The "above referenced account" mentioned in the lock letter had the account number: 4246051629. 164. On October 15, 2009, Spinosa signed another letter enclosing a copy of RRA's trust account bank statement for account number 4246051629. The account statement that Spinosa enclosed showed a balance in excess of $30,000,000.00 as of October 14, 2009. 165. 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 in account number 4246051629 as of October 14, 2009.23 This letter was personally delivered by Kerstetter to Rothstein and immediately handed to the D3 representative in everyone's presence while inside the TD Bank Fort Lauderdale branch. Later that day, Kerstetter met again with that same D3 representative in order to sign the paperwork to open a D3 account at TD Bank. 166. On October 16, 2009, and again on October 19, 2009, a D3 representative sent e- mails 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 obtained regarding account number 4246051629. 23 The TD Bank statement balance was for $64,000,000.00 which purportedly represented the putative defendant's settlement funding for two putative plaintiff both of which were to be purchased by D3 in two transactions: D3 ($30,000,000.00) and D3-1 ($34,000,000.00). Page 54 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726761

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 167. Spinosa responded to the October 19, 2009 e-mail with a phone call to the D3 representative and while Spinosa acknowledged signing the lock letter he refused to provide any other details about the general procedures for how the irrevocable lock letter works. 168. On October 19, 2009, Szafranski, as the hired agent independent verifier for D3, met with Rothstein and confirmed that the sum of $30,000,000.00 was wired from the putative defendant into the locked RRA escrow account ending 4246051629. A copy of the October 19, 2009 email is attached hereto and incorporated herein as Exhibit "G." 169. Additionally, in early October 2009, Morgan, Lewis & Bockius LLP a large national law firm retained by Clockwork, met with Rothstein at RRA to perform due diligence on the D3 deal. During the course of the in-depth interview and discussion, Morgan, Lewis & Bockius LLP achieved a greater understanding of settlement deal flow and verification process which allowed them to approve investor funding for the D3 deal. 170. In reliance on the foregoing, D3 transferred the sum of $13,500,000.00 to RRA's trust account. 171. As it turns out, RRA's escrow account number 4246051629 never contained the funds represented in the account statements provided by Spinosa and Kerstetter. 5. Cooper Management 172. Cooper Management, by and through its owner and operator Hilary Musser (hereinafter, "Musser"), was introduced to BIF by Musser's financial advisor, Bekkedam. 173. Bekkedam, in an effort to persuade Cooper Management's investment, repeatedly assured Musser that the BIF opportunity represented the highest return with lowest possible risk of any venture that he had ever handled. As Bekkedam explained, the money being purchased at Page 55 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726762

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a lump sum discount was already pre-funded by the putative defendant prior to investing and held in a protected escrow account by the putative plaintiff's attorney and, thus, was almost essentially free of risk. Further, Musser was told that the escrow account had a dual signature requirement for any withdrawals, one of which was always a Banyon representative. 174. Bekkedam further represented to Musser that all pre-funded monies were held in trust/escrow accounts at TD Bank. Bekkedam assured Musser that he had access to these trust/escrow accounts allowing him to monitor transactions on a daily basis and verify that the the amounts claimed were actually held in trust in those accounts. In making such representations, and to further induce Musser, Bekkedam promised that he would pay Musser back if the investment with Banyon failed. 175. On or about July 29, 2009, in an effort to bolster his oral representations, Bekkedam provided Musser with BIF's Confidential Offering Memorandum and incorporated Berenfeld audited financials. 176. The representations in the Confidential Offering Memorandum, consistent with the representations made to the other BIF investors referenced supra, offered her a limited partnership opportunity with a guaranteed rate of return of 15%. 177. As a final inducement into the Ponzi, Bekkedam promised Musser that her entire investment would be personally guaranteed by Levin whom Bekkedam represented as an extremely wealthy individual worth more than four hundred million dollars ($400,000,000.00) and who had invested substantial amounts of his own money into the purchase of these confidential settlements. Bekkedam assured Musser that Levin was "guaranteeing the investment dollar for dollar—cash in the bank." Page 56 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726763

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 178. Based on the representations of Bekkedam, the Confidential Offering Memorandum, and Levin's executed personal guaranty, Cooper Management wired $900,000.00 into BIF on August 4, 2009. After Cooper Management's initial wire transfer, Bekkedam attempted to convince Musser to invest additional funds into BIF and persuaded her to convince her wealthy friends to do the same. 6. Paley Family Investors 179. Edward Paley, Florence Paley, the Edward and Florence Paley Foundation, Steven Paley, Laura Paley, Jane Zaretsky, and the Jane Zaretsky Dynasty Trust (collectively referred to herein as the "Paley Family Investors"), first learned of BIF by and through their financial advisor Bekkedam. 180. For more then eight years, Bekkedam served as the Paley Family Investors financial advisor. Over the course of that representation, the family routinely emphasized their investment goals of capital preservation and modest growth. The Paley Family Investors' approach to investing never waivered over that period as the family implicitly trusted Bekkedam to only recommend opportunities consistent with this strategy. Bekkedam reiterated that he understood the Paley Family Investors' needs and that they "should be flying at 35,000 feet" as he "was the guy that should be worrying in the trenches." 181. On or about May of 2009, Bekkedam approached the Paley Family to discuss investment into BIF. Bekkedam began by telling the story of how this billionaire investor (Levin) founded BIF after securing the exclusive opportunity with a law firm (RRA) to purchase the rights to structured settlement proceeds at lump sum discounted rates. Page 57 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726764

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 182. Bekkedam continued by emphasizing the safety of the BIF investment explaining that all settlements were pre-funded prior to investment and held in the law firm's trust/escrow account. With these protections in place, Bekkedam proclaimed that almost all risk of investment loss was eliminated. Bekkedam went as far as to tout BIF as "absolutely safe and a no-brainer" assuring the family that this once-in-a-lifetime opportunity represents "the highest return with lowest risk" of any investment he had ever seen. 183. Furthermore, Bekkedam represented to the Paley Family Investors: (1) that BIF was paying 15% interest though 2010 and 12% interest thereafter; (2) that the trust/escrow account holding the pre-funded settlement proceeds had a dual signature requirement for any withdrawals, one of which was always a BIF representative; (3) that Bekkedam and Ballamor thoroughly vetted the entire investment process; (4) that BIF's profitable financial track record was supported by audited financials and that a "Big Four" auditing firm would verify financials quarterly; (5) that Ballamor had continuous access to the trust account balances, and would oversee the third-party verifier to authenticate that the settlement proceeds were completely funded and locked in a designated trust/escrow account; and (6) that Levin would personal guaranty each limited partners entire investment.24 184. Bekkedam repeatedly assured the Paley Family Investors that he always had their best interest at heart and guaranteed that he would never put them in jeopardy because he considered them family. Moreover, Bekkedam in a final effort to induce the Paley Family Investors investment proclaimed that all Banyon investor were insured by a crime-fraud policy 24 Bekkedam represented that Levin was an extremely wealthy individual and had invested one hundred and twenty five million dollars ($125,000,000.00) of his own money into the purchase of these settlements. Page 58 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726765

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint for which he unequivocally stated that the family would be "crazy" not to invest because their money would be "one-hundred percent secure." 185. Shortly thereafter, to corroborate Bekkedam's oral representations about the veracity and low risk nature of the investment, Bekkedam provided the Paley Family Investors with BIF's Confidential Offering Memorandum and incorporated Banyon financials audited by Berenfeld discussed infra. Each Paley Family Investor received the aforementioned Confidential Offering Memorandum and related subscription documentation prior to funding. 186. The next time Bekkedam met with the Paley Family Investors in July of 2009, he again focused his pitch on BIF. Bekkedam advised that he had personally completed the substantial due diligence highlighted in the Confidential Offering Memorandum and unequivocally stressed that the BIF opportunity perfectly matched the Paley Family Investors investment strategy. During the ensuing discussion, Bekkedam pointed out that all settlement funds were held in a TD Bank trust/escrow account and that he had seen first-hand the firm's large trust fund balances. Bekkedam stated that, "there's a TD Bank on every corner, if it's not safe at TD Bank where would it be safe, they have billions of dollars in assets." Finally, Bekkedam closed with an emphatic plea that this was a "can't miss" investment and that the Paley Family Investors simply could not afford to sit on the sidelines and pass up the opportunity to significantly enhance their investment portfolio. 187. In reliance in part on Bekkedam's representations, the Confidential Offering Memorandum, and the purported due diligence and verification procedures in place, the Paley Family Investors invested the following funds into BIF: a. June 8, 2009 - $100,000.00 from The Jane Zaretsky Dynasty Trust; Page 59 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726766

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint b. August 26, 2009 - $100,000.00 from The Edward & Florence Paley Foundation; c. August 27, 2009 - $1,500,000.00 from Steven & Laura Paley; d. September 1, 2009 - $500,000.00 from Edward Paley; e. September 1, 2009 - $500,000.00 from Florence Paley; f. September 10, 2009 - $50,000.00 from Jane Zaretsky; and g. October 29, 2009 - $500,000.00 from Steven & Laura Paley 188. All told, the Paley Family Investor invested $3,250,000.00 into Rothstein's Ponzi scheme. B. Plaintiffs Induced by Other "Feeders" 189. The Ponzi scheme did not survive on only one "feeder fund." Similar to Banyon and Bekkedam, co-conspirators Michael Szafranski and Richard Pearson, by and through their respective feeder entities, brought new money and new victims to Rothstein's doorstep. The following Plaintiffs became ensnared in Rothstein's Ponzi scheme by the misrepresentations of such feeder funds. 1. The Mussry Plaintiffs (Induced by Szafranski) 190. Adele Mussry and Szafranski became close friends while working together in New York several years ago. 191. On or about February 2009, Adele Mussry learned of the confidential settlement deals from Szafranski. Szafranski explained that the settlements being purchased involved pre- suit, sexual harassment claims brought by female employees who wanted to quickly leave town and could not wait for months of scheduled payments. Szafranski assured Adele Mussry that Page 60 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726767

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint many of the cases he verified first-hand and that the opportunity was too good to pass up. This, according to Szafranski, was where the investors came in. Investors would front the money and, in return, receive their principal and interest in monthly installments. 192. Szafranski told Adele and Jack Mussry that all the cases were legitimate and that he had been involved with Rothstein for a long time. He represented that he personally accompanied Rothstein to TD Bank to verify that the putative defendants' money was in RRA's escrow account and that he was able to confirm same either through logging on to TD Bank's website or through TD Bank tellers. Szafranski explained that they would not be asked to wire any money unless and until the putative defendants' money from the settlements was wired into the RRA escrow account. 193. In response to Adele Mussry's concerns over certain risks, Szafranski repeatedly told her that the investments were 100% safe and that if something was not right he would know about it. The primary reason the Mussrys decided to invest the majority of their life savings was because of Adele Mussry's trust in Szafranski. 194. Based upon Szafranski's representations, Jack and Adele Mussry invested in several settlements through ABS on the following dates: a. b. c. d. e. f. February 23, 2009: April 6, 2009: May 7, 2009: June 12, 2009: July 9, 2009: August 11, 2009: $100,000.00 $50,000.00 $75,000.00 $150,000.00 $125,000.00 $165,000.00 Page 61 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726768

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint g. September 8, 2009: $200,000.00 h. September 10, 2009: $50,000.00 i. October 7, 2009: $110,000.00 j. October 14, 2009: $125,000.00 195. Jack and Adele Mussry invested a total of $1,150,000.00 into the Ponzi through Szafranski and ABS. 196. Predictably, after the misguided appearance of early returns on investment, the Mussrys told close family members about their success with Szafranski. These individuals include Nassim Mussry (Jack's father), Melina El-Ani (Adele's mother), and Danielle El-Ani (Adele's sister). 197. After learning all of the details from Jack and Adele Mussry, Nassim Mussry invested $100,000.00 with Szafranski and ABS on September 8, 2009. 198. After learning all of the details from Jack and Adele Mussry, Melina El-Ani invested $60,000.00 with Szafranski and ABS on August 10, 2009, $40,000.00 on September 9, 2009, and $45,900.00 on October 13, 2009. 199. After learning all of the details from Jack and Adele Mussry, Danielle El-Ani invested $35,000.00 with Szafranski and ABS on October 6, 2010. 200. For ease of reference, Jack Mussry, Adele Mussry, Nasim Mussry, Melina El-Ani, and Danielle El-Ani are hereinafter collectively referred to as the Mussry Family Investors. 201. All told, the Mussry Family Investors invested $1,430,900.00 as a result of Adele Mussry's "close friend", Michael Szafranski's material misrepresentations and omissions. Page 62 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726769

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 2. H&N Associates, Artez Associates, Park Capital, Park Mortgage (Induced by Szafranski) 202. Harvey Wolinetz (hereinafter, "Wolinetz"), owner and officer of H&N Associates, Aretz Associates, Park Capital, and Park Mortgage (collectively "the Wolintez entities") first learned of the opportunity to purchase confidential settlements through Szafranski and ABS. Wolinetz was acquainted with Szafranski by virtue of being neighbors as well as members of the same religious congregation and, on or about early 2009 informally discussed what Szafranski was doing with Rothstein at RRA. 203. On or about April or May 2009, Wolinetz was contacted by Natalie Turetsky, an agent of ABS, who informed Wolinetz about the specific investment opportunity regarding the purchase and assignment of confidential settlement proceeds. Turetsky explained in great detail how Szafranski was working closely with Rothstein and, as the verifier, was the only other person with direct access to look behind the confidentiality veil to verify that: (1) each of the putative plaintiffs and defendants were real; (2) TD Bank held the putative defendants' pre- funded settlement money in an RRA escrow account; and (3) to confirm the veracity of all settlement and assignment documentation. 204. On or about May of 2009, Wolinetz spoke with Szafranski who described the investment opportunity in similar detail. Ultimately, Szafranski gave Wolinetz multiple assurances that the confidential settlements being purchased were all real, that the investments had negligible risk, and that the opportunity was just too good to pass up. 205. Both Szafranski and Turetsky provided the Wolinetz entities with various documents and spreadsheets to entice Wolinetz's investment into the Ponzi scheme. Szafranski agreed to prepare a Preferred Equity Agreement for each deal Wolinetz decided to invest in, Page 63 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726770

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint spelling out the specific terms and providing explicit assurances that Szafranski would act as the verifier for each of the confidential settlements being purchased, as had been represented. 206. Based upon Szafranski, Turetsky, and ABS's representations, Wolinetz made the following wire transfers to ABS through the Wolinetz entities: a. June 30, 2009 $50,000.00 through Park Capital b. July 30, 2009 $150,000.00 through Park Capital c. September 4, 2009 $100,000.00 through H&N d. October 1, 2009 $250,000.00 through Park Mortgage e. October 20, 2009 $200,000.00 through Aretz 207. Wolinetz invested, through the various Wolinetz entities, a total of $750,000.00 into Rothstein's Ponzi scheme based upon the misrepresentations of Szafranski, Turetsky, and ABS. 3. Scott Morgan (Induced by Szafranski) 208. On or about June 2009, Morgan first learned of the RRA settlements from an investor and mutual acquaintance of Szafranski. 209. Shortly thereafter, Szafranski's business partner and ABS agent, Matthew Turetsky, contacted Morgan. Matthew Turetsky informed Morgan that Szafranski was involved with the purchase and assignment of settlement proceeds acting as an independent verifier. In that role, Morgan was told that Szafranski went to the RRA offices to ensure that the putative plaintiff and putative defendant signed the settlement agreement, that the putative defendant's money was transferred to a trust/escrow account at TD Bank, and that once an assignment of settlement proceeds was executed, the money in RRA's trust/escrow account representing the Page 64 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726771

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint full settlement proceed could only be distributed to the purchaser pursuant to the terms of the confidential settlement agreement schedule. Finally, over the course of a few discussions, Matthew Turetsky gave Morgan multiple assurances that the investment was extremely safe, had low risk and high reward, and that Szafranski verified that the parties, the settlements, and the pre-funded monies were all real. 210. Based upon these ABS representations, in June 2009, Morgan invested $100,000.00 in to the Ponzi scheme. 211. On or about August 2009, Morgan began speaking directly with Szafranski by telephone. Morgan requested that Szafranski show him prior deals that Szafranski had done. Citing confidentiality, Szafranski told Morgan that he could only show him the documents if Morgan came to see them in Florida. Szafranski did, however, tell Morgan that the settlements were related to government whistleblower cases, and that the returns were only so good because of the strict confidentiality requirement. 212. In these telephone conversations, Szafranski continuously repeated that he was an independent verifier of these deals, which involved going to the law offices of RRA to make certain that the appropriate documents were properly signed, and confirming that the funds were transferred to RRA's TD Bank escrow account which could only be distributed to the purchasing investor(s). 213. Based upon Szafranski's representations, Morgan invested, through ABS, in several settlements: a. July 24, 2009 $100,000.00 b. August 21, 2009 $250,000.00 Page 65 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726772

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint c. September 21, 2009 $8,791.67 214. Morgan invested a total of $358,791.67 into Rothstein's Ponzi scheme based upon the misrepresentations of Szafranski, Turetsky, and ABS. 4. Viceroy Global Investments, Inc. (Induced by Pearson) 215. Viceroy, by and through its principal Howard Solomon (hereinafter, "Solomon"), was introduced to the concept of purchasing confidential settlements via a conference call during the first week of August 2009. Solomon participated in the teleconference along with Rothstein, Boden, Pearson, Ali Raza, Nabil Rhazi (an employee of Pearson's), and others to preview the deal structure and discuss investment opportunities in purchasing these settlements. 216. At some point during the conference call, Ali Raza confirmed to Solomon that she had worked with some of the purported defendants and plaintiffs. Based on certain affirmations and material representations made by Rothstein, Boden, and Pearson, Solomon decided to fly to Ft. Lauderdale to personally meet with Rothstein at the end of August 2009. 217. However, prior to that meeting, Solomon first got together with Pearson who carefully went over the entire deal flow and document exchange. Pearson repeatedly mentioned that he had invested approximately $11,000,000.00 of his own money with Rothstein and that he had the right of first refusal to purchase any of the cases within the RRA settlement pipeline. Pearson provided specific assurances about the veracity of prior investment returns and legitimacy of the opportunity, even claiming that Big Four accounting firm PricewaterhouseCoopers spent up to three months auditing the entire settlement structure. 218. As the discussion was concluding and prior to meeting with Rothstein, Pearson informed Solomon that because previous potential investors turned out to be just window Page 66 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726773

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint shopping and wasted valuable resources, the Principal Conspirators now required any potential investor to wire earnest money into escrow before Rothstein would agree to meet in person. Solomon questioned this unusual requirement and asked for a written guaranty stating that he could get all of his money back if he decided against investing. Pearson responded that he would check with someone at RRA to address those concerns. A short time later, Pearson returned with Boden who handed Solomon a letter from RRA spelling out the relevant terms of the guaranty. Boden reiterated that if Solomon chose not to proceed with the transaction he would get 100% of his money back. Furthermore, Boden told Solomon that his money would be held in an RRA escrow account which, even if he decided to invest, could not be disturbed unless and until the full settlement proceeds were first received from the putative defendant. Solomon requested a few changes which Boden immediately incorporated and, based upon same Viceroy wired a total of $1,980,000.00 to Pearson. 219. Solomon, accompanied by Ali Reza, Pearson, Boden, and others, then proceeded to Rothstein's office. Rothstein, Boden, and Pearson discussed deal specifics and outlined the settlement purchase and assignment process, tracking almost verbatim the representations made in the Confidential Offering Memorandum previously provided to Solomon by Pearson and Boden. 220. On September 2, 2009, Boden sent an e-mail to Pearson, which was subsequently passed on to Solomon by either Pearson or one of his employees. Attached to the e-mail were multiple documents related to a purported settlement to which RRA assigned the internal confidential case number RRA-P20. The attachments included: Page 67 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726774

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. A letter dated September 2, 2009, from Rothstein certifying that RRA was in receipt of, and was holding in trust, $900,000.00, representing the full liquidated settlement proceeds in case number P20; b. A letter dated September 2, 2009, from Rothstein guaranteeing to Viceroy three monthly payments of $300,000.00 in connection with Viceroy's purchase of rights under the P20 Settlement Agreement; c. A redacted document that was purportedly a contract of employment between RRA and the plaintiff in the P20 case; d. A redacted document that was purportedly the Confidential Settlement Agreement between the plaintiff and defendant in the P20 case; e. An Acknowledgement of Assignment/Purchase of Settlement Proceeds in case number RRA-P20 naming Viceroy as the exclusive Transferee of the proceeds of the purported settlement and directing TD Bank that said proceeds are only to be released to Viceroy; and f. A Sale and Transfer Agreement for case number RRA-P20 dated September 2, 2009. 221. On September 2, 2009, Boden sent another e-mail to Pearson, which was subsequently passed on to Solomon by either Pearson or one of his employees. Attached to the e-mail were multiple documents related to a purported settlement to which RRA assigned the internal confidential case number RRA-P21. The attachments included: Page 68 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726775

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. A letter dated September 2, 2009, from Rothstein certifying that RRA was in receipt of, and was holding in trust, $900,000.00, representing the full liquidated settlement proceeds in case number P21; b. A letter dated September 2, 2009, from Rothstein guaranteeing to Viceroy three monthly payments of $300,000.00 in connection with Viceroy's purchase of rights under the P21 Settlement Agreement; c. A redacted document that was purportedly a contract of employment between RRA and the plaintiff in the P21 case; d. A redacted document that was purportedly the Confidential Settlement Agreement between the plaintiff and defendant in the P21 case; e. An Acknowledgement of Assignment/Purchase of Settlement Proceeds in case number RRA-P21 naming Viceroy as the exclusive Transferee of the proceeds of the purported settlement and directing TD Bank that said proceeds are only to be released to Viceroy; and f. A Sale and Transfer Agreement for case number RRA-P21 dated September 2, 2009. 222. On September 2, 2009, Boden sent yet another e-mail to Pearson, which was subsequently passed on to Solomon by either Pearson or one of his employees. Attached to the e-mail were multiple documents related to a purported settlement to which RRA assigned the internal confidential case number RRA-P22. The attachments included: Page 69 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726776

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. A letter dated September 2, 2009, from Rothstein certifying that RRA was in receipt of, and was holding in trust, $900,000.00, representing the full liquidated settlement proceeds in case number P22; b. A letter dated September 2, 2009, from Rothstein guaranteeing to Viceroy three monthly payments of $300,000.00 in connection with Viceroy's purchase of rights under the P22 Settlement Agreement; c. A redacted document that was purportedly the Confidential Settlement Agreement between the plaintiff and defendant in the P22 case; d. An Acknowledgement of Assignment/Purchase of Settlement Proceeds in case number RRA-P22 naming Viceroy as the exclusive Transferee of the proceeds of the purported settlement and directing TD Bank that said proceeds are only to be released to Viceroy; and e. A Sale and Transfer Agreement for case number RRA-P22 dated September 2, 2009. 223. Based upon the foregoing, Viceroy decided to invest in the investments identified as P20, P21, and P22, rather than seeking the return of the $1,980,000.00 previously wired. 224. On October 6 and 7, 2009, Viceroy wired an additional $1,320,000.00 into RRA trust accounts in order to invest in deals P30 and P31. 225. On October 14, 2009, Boden sent an e-mail to Solomon attaching multiple documents related to a purported settlement to which RRA assigned the internal confidential case number RRA-P30. The attachments included: Page 70 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726777

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. A letter dated October 6, 2009, from Rothstein certifying that RRA was in receipt of, and was holding in trust, $900,000.00, representing the full liquidated settlement proceeds in case number P30; b. A letter dated October 6, 2009, from Rothstein guaranteeing to Viceroy three monthly payments of $300,000.00 in connection with Viceroy's purchase of rights under the P30 Settlement Agreement; c. A redacted document that was purportedly a contract of employment between RRA and the plaintiff in the P30 case; d. A redacted document that was purportedly the Confidential Settlement Agreement between the plaintiff and defendant in the P30 case; e. An Acknowledgement of Assignment/Purchase of Settlement Proceeds in case number RRA-P30 naming Viceroy as the exclusive Transferee of the proceeds of the purported settlement and directing TD Bank that said proceeds are only to be released to Viceroy; and f. A Sale and Transfer Agreement for case number RRA-P30 dated October 6, 2009. 226. The Ponzi scheme cratered before Viceroy received any documents relating to deal P31. 227. Viceroy invested a total of $3,300,000 into the Ponzi scheme based upon the misrepresentations stated above. Page 71 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726778

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint S. Concorde Capital, Inc. (Induced by Pearson) 228. On or about August 22, 2009, Thomas D'Azevedo (hereinafter, "D'Azevedo"), on behalf and as the principal of Concorde, briefly discussed the confidential settlement investment opportunity with Bradley Singer while the two attended a Bar Mitzvah. Singer suggested that D'Azevedo contact him the next day to continue their discussion of the particulars of the deal structure. 229. On August 23, 2009, D'Azevedo telephoned Singer, who talked in great detail how he was first approached by Pearson about the purchase and assignment of RRA settlements. Singer stated that Pearson wanted him to be a commissioned representative and to solicit potential investors to purchase settlement deals. Pearson spent a lot of time explaining the nature and operation of the purchase and assignment of legal settlements knowing that Singer would rely on the very same information when pitching investors, like Concorde. Pearson stressed to Singer, who in turn passed this information on to D'Azevedo, the low risk high return potential of these investments. 230. Singer went on to explain that RRA was handling a large amount of settlements from around the country in which confidentiality was of utmost importance to the putative defendants. Singer elaborated that as a result the defendants' payments were not immediately released in their entirety to the putative plaintiffs, but were instead held in RRA escrow accounts to be paid over time, and were subject to clawback if any of the putative plaintiffs breached the confidentiality of the agreements. Singer further described that many of the putative plaintiffs, for fear of never receiving the money at all, were willing to take less in exchange for receiving a lump sum payment upfront. Page 72 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726779

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 231. On August 24, 2009, Singer sent D'Azevedo an e-mail further clarifying the structure of the investment. The e-mail included a copy of a flowchart prepared by Pearson illustrating the mechanics of the settlements and payment to RRA and the investor. Also included was an explanation that the deal was being brokered by Pearson, as well as a detailed description of Pearson and Singer equally sharing a 5% commission from any investment made by Concorde. 232. On or about August 28, 2009, D'Azevedo attended a meeting at the RRA offices in order to close on a deal and purchase an interest in purported settlement case number RRA- P17. Nabil Rhazi, an employee of Pearson, met D'Azevedo outside of the RRA offices and accompanied him during the entire closing. Prior to walking into the RRA conference room, Rhazi confirmed Pearson's multimillion dollar personal investment into these deals, and that RL Pearson & Associates had an ownership stake and was helping to build a local Ritz Carlton. Once in the conference, both Rhazi and Boden again extolled the virtues of the deal. Rhazi assured D'Azevedo of the veracity of the underlying cases and asserted that Pearson had been having success with these investments for years. After Boden and Rhazai's final pitch, but prior to funding the purported settlement, Boden provided D'Azevedo with the following documents: a. A letter dated August 26, 2009, from Rothstein certifying that RRA was in receipt of, and was holding in trust, $900,000.00, representing the full liquidated settlement proceeds in case number P17; b. A letter dated August 26, 2009, from Rothstein guaranteeing to Concorde three monthly payments of $300,000.00 in connection with Concorde's purchase of rights under the P17 Settlement Agreement; Page 73 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726780

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint c. A redacted document that was purportedly a contract of employment between RRA and the plaintiff in the P17 case; d. A redacted document that was purportedly the Confidential Settlement Agreement between the plaintiff and defendant in the P17 case; e. An Acknowledgement of Assignment/Purchase of Settlement Proceeds in case number RRA-P17 naming Concorde as the exclusive Transferee of the proceeds of the purported settlement and directing Commerce Bank that said proceeds are only to be released to Concorde; and f. A Sale and Transfer Agreement for case number RRA-P17 dated August 26, 2009. 233. Boden handled the entire closing transaction. Prior to execution of the assignment and completion of the wire transfer, Boden said he witnessed, and his assistant said she notarized, the putative plaintiff's and Rothstein's signatures on the Sale and Transfer Agreement that morning. This same assistant acted as the notary public for Concorde's signature on the same Sale and Transfer Agreement. 234. In reliance upon the foregoing, Concorde, acting through D'Azevedo, invested $660,000.00 into the P17 deal. 235. On or about August 29, 2009, D'Azevedo attended a meeting at the offices of RRA in order to close on a deal to fund the purported settlement to which RRA assigned the internal confidential case number RRA-P19. At that meeting and prior to funding the purported settlement, Boden provided D'Azevedo with the following documents: Page 74 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726781

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. A letter dated August 28, 2009, from Rothstein certifying that RRA was in receipt of, and was holding in trust, $900,000.00, representing the full liquidated settlement proceeds in case number P19; b. A letter dated August 28, 2009, from Rothstein guaranteeing to Concorde three monthly payments of $300,000.00 in connection with Concorde's purchase of rights under the P19 Settlement Agreement; c. A redacted document that was purportedly a contract of employment between RRA and the plaintiff in the P19 case; d. A redacted document that was purportedly the Confidential Settlement Agreement between the plaintiff and defendant in the P19 case; e. An Acknowledgement of Assignment/Purchase of Settlement Proceeds in case number RRA-P19 naming Concorde as the exclusive Transferee of the proceeds of the purported settlement and directing Commerce Bank that said proceeds are only to be released to Concorde; and f. A Sale and Transfer Agreement for case number RRA-P19 dated August 26, 2009. 236. In reliance upon the foregoing, Concorde, acting through D'Azevedo, invested $660,000.00 into the P19 deal. 237. On or about September 30, 2009, D'Azevedo attended a meeting at the offices of RRA in order to close on a deal to fund the purported settlement to which RRA assigned the internal confidential case number RRA-P27. At that meeting and prior to funding the purported settlement, Boden provided D'Azevedo with the following documents: Page 75 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726782

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. A letter dated September 29, 2009, from Rothstein certifying that RRA was in receipt of, and was holding in trust, $900,000.00, representing the full liquidated settlement proceeds in case number P27; b. A letter dated September 29, 2009, from Rothstein guaranteeing to Concorde three monthly payments of $300,000.00 in connection with Concorde's purchase of rights under the P27 Settlement Agreement; c. A redacted document that was purportedly a contract of employment between RRA and the plaintiff in the P27 case; d. A redacted document that was purportedly the Confidential Settlement Agreement between the plaintiff and defendant in the P27 case; e. An Acknowledgement of Assignment/Purchase of Settlement Proceeds in case number RRA-P27 naming Concorde as the exclusive Transferee of the proceeds of the purported settlement and directing Commerce Bank that said proceeds are only to be released to Concorde; and f. Sale and Transfer Agreement for case number RRA-P27 dated September 29, 2009. 238. In reliance upon the foregoing, Concorde, acting through D'Azevedo, invested $660,000.00 into the P27 deal. 239. Additionally, Concorde, acting through D'Azevedo, paid a total of $33,000.00 in commissions to Pearson. 240. All told, Concorde's investments in the Ponzi and commission payments to Pearson totaled $2,013,000.00. Page 76 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726783

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 6. Ira Sochet Inter Vivos Revocable Trust and Investors Risk Advantage (Induced by Szafranski 241. Ira Sochet first became acquainted with Michael Szafranski in the latter half of 2001. Over the following eight years, Sochet developed a close bond with Szafranski and his family. Sochet attended the bris of two of Szafranski's children and attended a dinner in Szafranski's honor. In 2008, Sochet and his wife travelled to Israel with Szafranski and his wife. Ira Sochet reposed trust and confidence in Szafranski and a fiduciary relationship arose. 242. Over the years, Sochet began seeing "Mikey" as his protégé, mentoring Szafranski based on his many years of experience in the financial sector. 243. Sochet had total and absolute trust in Szafranski, giving Szafranski access to all of his client's accounts. Szafranski served as a financial advisor to Sochet's wife, children, and grandchildren. In fact, Sochet had so much faith in his relationship with Szafranski that he appointed Szafranski as Trustee of his Estate. 244. In June, 2008, Szafranski informed Sochet that he was working for a then unnamed hedge fund in New York (Platinum and Centurion) verifying transactions at an undisclosed attorney's office (RRA). Even after the stock market suffered a sharp drop later that year, Szafranski continuously bragged about how well the hedge funds were performing. 245. In February, 2009, Szafranski told Sochet that the hedge fund was cutting back, which presented a fantastic opportunity for both Sochet and his company, Investors Risk Advantage, LLC, to invest in a very safe investment in which the benefits were much better returns than the stock market, and that Szafranski was personally doing all of the necessary independent verification. Page 77 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726784

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 246. Despite his close relationship with Sochet, Szafranski relied on his usual pitch, explaining that the investments were based on funding pre-suit settlement agreements. As Szafranski explained, investors would front the money and, in return, investors would receive their principal and interest in regular monthly installments. Szafranski assured Sochet that he verified the settlements first hand. 247. Szafranski told Sochet that all the cases were legitimate and that he had been involved with Rothstein for a long time. He represented that he personally accompanied Rothstein to TD Bank to verify that the putative defendants' money was in RRA's escrow account and that he was able to confirm same either through logging on to TD Bank's website or through TD Bank tellers. Szafranski explained that Sochet would only be required to make his investment after the putative defendants' money from the settlements was wired into the RRA escrow account. 248. On February 24, 2009, Szafranski submitted to Sochet five of Rothstein's investments. Based upon Szafranski's and Rothstein's representations, Sochet began wiring funds from the Sochet Trust and from Investors Risk directly into an RRA Trust Account at TD Bank. Additionally, Sochet signed an agreement both for the Sochet Trust and on behalf of Investors Risk with Szafranski and Alexa Funding whereby Szafranski, through Alexa, would be paid a 5% finders fee and a 5% verification fee of all profits. 249. On March 27, 2009, Sochet received account balance statements for several RRA Trust Accounts at TD Bank. These statements showed a balance of over $500,000,000.00 between five different RRA Trust Accounts as of March 20, 2009. Page 78 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726785

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 250. Ira Sochet for the Sochet Trust and on behalf of Investors Risk relied upon the representations of Szafranski, Alexa Funding, LLC, and Onyx Options Consultants Corporation. Ira Sochet for the Sochet Trust and on behalf of Investors Risk also relied upon the documents received from RRA, TD Bank, and others which were both material and integral to the furtherance of the Ponzi 251. Over the next several months, Szafranski continued presenting deals to Sochet. Based upon Szafranski's representations, Sochet made the following wire transfers through the Sochet Trust to RRA's TD Bank trust account: a. February 25, 2009 $5,000,000.00 b. March 17, 2009 $2,000,000.00 c. March 24, 2009 $1,500,000.00 d. April 27, 2009 $2,750,000.00 e. April 29, 2009 $200,000.00 f. May 8, 2009 $300,000.00 g. May 27, 2009 $4,950,000.00 h. June 9, 2009 $900,000.00 i. June 24, 2009 $950,000.00 j. June 29, 2009 $4,700,000.00 k. July 8, 2009 $1,250,000.00 I. July 16, 2009 $1,800,000.00 m. July 20, 2009 $3,600,000.00 n. July 24, 2009 $3,600,000.00 Page 79 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726786

Razorback Funding, LW, et al., v. Scott W Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint o. July 28, 2009 $6,000,000.00 p. July 29, 2009 $9,000,000.00 q. August 7, 2009 $2,400,000.00 r. August 10, 2009 $8,800,000.00 s. September 3, 2009 $7,000,000.00 t. September 5, 2009 $19,000,000.00 u. September 16, 2009 $10,000,000.00 v. September 18, 2009 $2,500,000.00 w. September 24, 2009 $5,000,000.00 x. September 25, 2009 $4,000,000.00 y. October 8, 2009 $8,100,000.00 z. October 16, 2009 $16,000,000.00 aa. October 23, 2009 $16,000,000.00 252. Sochet also made the following additional investments through Investors Risk Advantage to RRA's 'ID Bank trust account: a. February 25, 2009 $1,000,000.00 b. March 27, 2009 $500,000.00 c. April 27, 2009 $600,000.00 d. July 8, 2009 $750,000.00 e. July 16, 2009 $300,000.00 f. July 29, 2009 $600,000.00 g. August 10, 2009 $800,000.00 Page 80 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726787

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint h. August 26, 2009 $1,000,000.00 i. September 3, 2009 $1,000,000.00 j. September 25, 2009 $1,000,000.00 k. October 8, 2009 $900,000.00 253. On August 25, 2009, Rothstein sent a letter to Frank Spinosa at TD Bank instructing him that the funds in a specified trust account should only be distributed to Sochet Trust. 254. On September 17, 2009, Sochet met Scott Rothstein at TD Bank where the two were joined by Frank Spinosa, TD Bank's senior regional vice-president. That same day, Rothstein sent another letter to Spinosa instructing him that the funds in a specified trust account should only be distributed to Sochet Trust. 255. On September 18, 2009, Spinosa authorized and then e-mailed a "lock letter" to Rothstein specifically acknowledging the August 25, 2009, instructions alleged above and confirming that the funds referenced were being held in a specified trust account and could only be distributed to the Sochet Trust. See September 18, 2009 lock letter attached hereto and incorporated herein as Exhibit "H". 256. In the beginning of October, 2009, Szafranski and Rothstein began missing the scheduled payments on the deals. Szafranski provided numerous excuses, including that TD's computer systems had crashed and that there had been a confidentiality breach that needed to be addressed before the funds could be released. Page 81 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726788

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 257. By the time the Ponzi imploded, Ira Sochet, for the Sochet Trust, had invested $147,300,000.00 in the Ponzi scheme and Investors Risk had invested $8,450,000.00 in the Ponzi scheme. 258. Additionally, Szafranski received $713,000.00 from Sochet Trust and $95,000.00 from Investors Risk in finders and verification fees. 7. Sussco, Inc. (Induced by Szafranski) 259. Sussco first learned of the opportunity to purchase confidential settlements through Szafranski and ABS in early 2009. The principals of Sussco were acquainted with Szafranski by virtue of being neighbors and through their membership in the same religious congregation. Additionally, the Sussco principal's were aware of Szafranski's reputation in the community, as well as the successes of others who had done business with him. 260. On or about February of 2009, Szafranski first approached Sussco with an opportunity to invest in the purchase and assignment of the proceeds from confidential settlement agreements, providing multiple assurances that the confidential settlements being purchased were all real. Szafranski told Sussco that he first became aware of and involved in this opportunity when he served as the verifier for a hedge fund that was investing in such settlements. He further informed Susco that the settlements he previously verified had proven successful and were continuing to perform. 261. More specifically, Szafranski assured Sussco that the settlements were legitimate by telling them that he personally met with Rothstein and had verified and confirmed that the funds from the purported defendants had already been wired into Rothstein's escrow account at TD Bank. Szafranski further assured Sussco that he had and would continue to personally verify Page 82 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726789

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint that the "plaintiff" and "defendant" both signed the purchase and sales agreement and that the "plaintiff" had received the money that was funded by the investor. 262. Based upon Szafranski,'s representations, Sussco made the following payments to ABS:25 a. b. c. d. e. f. g• h. March 30, 2009 May 11, 2009 June 29, 2009 July 29, 2009 July 30, 2009 September 8, 2009 September 21, 2009 October 20, 2009 $300,000.00 (wire transfer) $150,000.00 (wire transfer) $223,333.33 (wire transfer) $328,125.00 (wire transfer) $122,708.33 (wire transfer) $100,000.00 (payment by check) $300,000.00 (payment by check) $1,275,000.00 (payment by check) 263. As a result of Szafranski's $2,799,166.66 into Rothstein's Ponzi scheme. representations, Sussco invested a total of 8. Dekelbaum and Shalom Kosher (Induced by Szafranski) 264. Dekelbaum and his family's corporation, Shalom Kosher, first learned of the opportunity to purchase confidential settlements through Szafranski and ABS in the Spring of 2009. Dekelbaum and the principals of Shalom Kosher were acquainted with Szafranski through their affiliation in the same religious congregation. Dekelbaum had known of Szafranski for six years and knew that Szafranski presented himself as a successful investment broker. More 25 The payments made on March 27, 2009 ($300,000.00), and on July 31, 2009 ($122,708.33), were funded directly by the Sussco principals, who were reimbursed shortly thereafter by Sussco. Page 83 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726790

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint significantly, Dekelbaum knew of other individuals whose investments in the settlements with Szafranski and ABS had yielded the promised returns. After learning of Szafranski's apparent success, Dekelbaum followed up with him and inquired about the investments. 265. Szafranski had seen Dekelbaum in synogague a number of times when Dekelbaum was visiting family in Florida who were also members of the congregation. As with his other victims, Szafranski relied on his usual pitch, explaining that the investments were based on funding pre-suit settlement agreements. More specifically, Szafranski explained that investors would front the money and, in return, would receive their principal and interest in regular monthly installments. Szafranski assured Dekelbaum that he verified the settlements first hand. Szafranski also told Dekelbaum that all the cases were legitimate and that he had been involved with Rothstein for a long time. He represented that he personally accompanied Rothstein to TD Bank to verify that the putative defendants' money was in RRA's escrow account and that he was able to confirm same. Szafranski explained that Dekelbaum would only be required to make his investment after the putative defendants' money from the settlements was wired into the RRA escrow account. 266. Dekelbaum trusted Szafranaski based upon Szafranski's reputation in the community as well as his own dealings. Dekelbaum thought that Szafranski was simply a nice young man who was trying to support his young family by working hard and providing other members of the community with this opportunity. 267. Based upon Szafranski's representations, Dekelbaum made the following payments to ABS: a. June 30, 2009 $50,000.00 (wire transfer) Page 84 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726791

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint b. C. d. e. f. g• h. July 31, 2009 September 4, 2009 September 4, 2009 September 4, 2009 September 4, 2009 October 8, 2009 October 8, 2009 $88,333.34 (wire transfer) $109,353.34 (wire transfer) $105,000.00 (wire transfer) $20,000.00 (wire transfer) $8,980.00.00 (wire transfer) $7,400.00 (wire transfer) $1,433.33 (payment by check) 268. Based upon Szafranski,'s representations, Dekelbaum, through Shalom Kosher, made the following payments to ABS: a. October 8, 2009 b. October 8, 2009 $120,000.00 (wire transfer) 26 $22,000.00 (payment by check) 269. All told, as a result of Szafranski's representations, Dekelbaum and Shalom Kosher invested $532,500.01 into Rothstein's Ponzi scheme. C. Plaintiffs Induced Directly by RRA 270. In addition to relying upon the investments generated by feeders, Rothstein also used conspirators affiliated with RRA, such as Barnett and Boden, to attract new investors to the Ponzi scheme. I. BFMC Investment, LLC 271. BFMC was formed in November 1998 to fund investment opportunities. 26 The October 8, 2009, investment by Shalom Kosher was actually a policy loan which was borrowed against a Mass Mutual Policy. Mass Mutual wired the funds to ABS on behalf of Shalom Kosher. Page 85 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726792

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 272. On September 28, 2009, BFMC principal, Barry Florescue ("Florescue") met socially with Andrew Barnett ("Barnett"), Director of Corporate Development for RRA. 273. 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, who was aware of Rothstein's prominence in the Fort Lauderdale business and social community, agreed to a meeting at RRA on September 30, 2009. 274. On September 30, 2009, Florescue and his employee, Mark Seigel ("Seigel"), arrived in RRA's offices and were initially greeted by Barnett. Bamett then took Florescue and Seigel into Boden's office to meet Boden. 275. Boden was introduced as RRA's business manager and general counsel. Coincidentally, Boden had, many years earlier, worked as a junior staff member with Florescue's corporate counsel and had actively worked on one of Florescue's previous financing transactions. 276. After several minutes, Boden and Barnett led Florescue and Seigel into Rothstein's private office where the five of them participated in the meeting. 277. After brief introductions, Rothstein, Boden, and Bamett described to Florescue and Seigel an opportunity involving the lump-sum purchase of various pre-funded confidential settlements with structured payments explaining the investment as follows: a. RRA is a nationally recognized firm representing plaintiffs in whistleblower lawsuits against employers. RRA also has expertise in qui tam litigation, whistleblower lawsuits brought by a private person against a company or person who is believed to have violated the law in the performance of a contract with the government or is acting in Page 86 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726793

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint violation of a government regulation.27 In a qui tam action the plaintiff (the person bringing the suit) will be entitled to a percentage of the recovery of the penalty (which may include large amounts for breach of contract) as a reward for exposing the wrong-doing and assisting recovering funds for the government. RRA purportedly became a magnet for qui tarn actions 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 employed by a Fortune 500 company which allegedly defrauded the United States government. Citing confidentiality, Rothstein could not share the name of the company, but he described it as a large food conglomerate that had substituted cheaper ingredients into food supplies which were sold to the government under national contracts. Rothstein claimed to be 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 settlement "tranches" for $1,400,000.00 for various whistleblower clients, but the defendant insisted on paying the settlements out over four months. Rothstein, Boden, and Barnett then stated that the putative 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 the defendant would attempt to prevent them from receiving payments after settling and, (ii) plaintiff was "in privity" with the defendant, which subjected their settlement to reversal by the federal 27 • Qui tam suits are brought for "the government as well as the plaintiff" Page 87 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726794

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint government. Rothstein represented that a third party buyer of the settlement rights would not be subject to such reversal as the third party was not "in privity" with the defendant. e. The settlement documents were drafted and ready to be settled but Rothstein needed to find an investor to fund these settlements. Rothstein explained that such a transaction was legal because the settlement agreement had no "anti-assignment rights"; however, any third party investor could not be given any details about the parties involved in the settlement because it was highly confidential and contained strict confidentiality provisions. f. Due to the fact that a "£under" 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 settlement in which he represented the plaintiff. However, it was in RRA's interest to find a finder so that the firm could settle the case and get paid its contingency fee. Accordingly, to help facilitate the transaction, Rothstein agreed to stay on as the acting escrow agent. i. Rothstein remarked that the entire transaction would be independently verified, that he would provide evidence of the settlement in his office, and that he would get on the phone with Spinosa of TD Bank to confirm that the putative defendant's funds had been Page 88 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726795

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint wired into a Florida Bar trust account with strict instructions to only release the funds in that account to the specified investment £under. 278. At some point during the meeting between Rothstein, Boden, Barnett, and Florescue, Rothstein went online to show Florescue the balances in the TD Bank accounts. 279. Upon concluding the meeting, Barnett walked Florescue and Seigel out to the elevator. During that time, Barnett revealed that the "confidential" defendant they had been discussing was Dole Foods, which had allegedly supplied the U.S. Government with impure orange juice in breach of their contract which required 100% pure orange juice. Barnett informed Florescue and Seigel that Rothstein offered to sign a corporate and personal guaranty as a further inducement to make the investment. 280. Between October 1, 2009, and October 15, 2009, BFMC worked with Boden to revise and finalize the transaction and security documents necessary to close the deal. 281. The first version of the settlement assignment documents was prepared by Boden. Once BFMC made its redline changes, Boden remarked that he needed to sit down with the client to review the revisions. Boden explained to Florescue and Siegel that he was negotiating seventy (70) different settlements and meeting with each client was often difficult and time consuming. 282. On or about the middle of October, 2009, Boden finalized the deal documents for BFMC's investment in three identical RRA settlements each involving 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. Page 89 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726796

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 283. BFMC's explicit understanding from Bamett, Boden and Rothstein was that the putative defendant's settlement proceeds were pre-funded and being held in RRA's escrow trust account and could only be released directly to BFMC's account pursuant to the terms of the irrevocable "lock letter." 284. During the first week of October, 2009, Florescue telephoned Spinosa to discuss the investment specifics and to inquire about Rothstein. Florescue had an existing professional relationship with Spinosa and had previously employed Spinosa and TD Bank for various banking activities. Notwithstanding, Spinosa stonewalled Florescue, declining to discuss anything related to Rothstein without his consent, and flatly refusing to answer even the most basic questions. 285. The closing was scheduled for October 15, 2009. That same day, as part of its due diligence, BFMC obtained a copy of a TD Bank "lock letter" signed by Spinosa stating that: Re: Account 4245220324 RRA-BFMC . . . 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 BB&T (FKA: Colonial Bank), Pompano Beach Branch # 32083, (954) 943-6550, ABA# 062001319, for further credit to: BFMC Investment, LLC Account # 8050674491. 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 (FKA: Colonial Bank) account # 8050674491 belonging to BFMC Investment, LLC. See October 15, 2009 lock letter attached hereto and incorporated herein as Exhibit "I." Page 90 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726797

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 286. Additionally, on that same day and prior to closing, Boden provided Florescue and Siegel with the TD Bank wire transfer verification confirming that the putative defendant funded $4,200,000.00 into RRA escrow/trust account number 4245220324 (irrevocably locked account). 287. Although the closing was supposed to take place in the late morning, Boden informed Florescue and Siegel that the process was being held up as they were working with the putative plaintiffs to hammer out the deal. By mid-afternoon, Rothstein and Boden walked into the room where Florescue and Siegel were waiting with original signed documents. Rothstein and Boden allowed Florescue and Siegel see the original documents and then proceeded to execute their closing documents. 288. Later that day, and in reliance on the foregoing, BFMC wired $2,400,000.00 to RRA's TD Bank trust account number 6860420923. D. Plaintiffs Induced Directly by Banyon 1. Extra Inning Dynasty Trust 289. Joseph W. Sparveri, Jr. (hereinafter, "Sparveri"), was a co-trustee of the predecessor in interest of the Extra Inning Trust and, at all material times relevant hereto, was acting as one of the trusts' investment advisors. 290. Sparveri first heard about the Principal Conspirators settlement investment opportunity through Banyon in mid-2008 from another client, Roland Labonte. Sparveri served as Mr. Labonte's investment advisor and is a co-trustee on at least one of Mr. Labonte's family of trusts. Labonte informed Sparveri that Joseph DiSilva, a commissioned Banyon agent, explained the entire deal structure for the purchase and assignment of confidential settlements. Page 91 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726798

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint After what appeared to be some initial success with Labonte's investment, Sparveri began looking into the possibility of getting the Extra Inning Trust to invest as well. 291. On or about May 23, 2008, Sparveri received Levin's initialed copy of Banyon 1030-32's balance sheet and profit and loss statement showing total assets in excess of $135,000,000.00. 292. On or about July 18, 2008, Sparveri received Banyon 1030-32's seventeen page Confidential Settlement Funding power point presentation entitled "A High Yield Low Risk Activist Investment Strategy." Within the presentation, Banyon 1030-32 made material representations including: (1) all investments are guaranteed personally by Levin; (2) Banyon 1030-32 securitizes each investment with a Promissory Note valued at not less than 130% of the settlement face value; (3) that the putative defendant fully fund the settlement amount in advance of investor funding which is then held in a special purpose escrow/trust account by the putative plaintiff's attorney as the trustee of funds; (4) the special purpose trust account has a dual signature requirement for any and all withdrawals, one of which is always a Banyon representative; and (5) as of June 1, 2008, Banyon has funded settlements with a face value in excess of $200,000,000.00. 293. Additionally, Banyon, through Preve and DiSilva, provided Sparveri with the following: a. Banyon 1030-32's private funding background summary asserting significant representations regarding the settlement purchase structure and growth forecast; Page 92 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726799

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint b. Banyon 1030-32's audited financial statement and opinion letter prepared by Berenfeld as of June 30, 2008; c. Banyon 1030-32's preliminary financials as of December 31, 2008; d. Banyon 1030-32 incorporation documents and corporate resolutions; e. Authorization to contact Berenfeld's Managing Partner, Tracy Weintraub to discuss Banyon 1030-32's audited financials, tax returns, and other related financial transaction information; f. The promise that the Extra Inning Trust would receive a Promissory Note, Security Agreement, and Levin's personal guaranty as security/collateral for each investment made into Banyon 1030-32; and g. Information regarding the overall deal structure including specifics into the mechanics of RRA's escrow account used to secure an investor's Promissory Note. 294. Based upon the foregoing, between August 18 and August 20, 2008, Extra Inning Trust wired to Banyon 1030-32's Gibraltar Bank trust account ending x-6377, two investments of $1,000,000.00 each ($2,000,000.00 total). In exchange, the Extra Inning Trust received a Promissory Note, a Security Agreement, and a Levin personal guaranty for each of the respective investments into Banyon 1030-32. 295. Thereafter, in October, 2008, December, 2008, January, 2009, and April, 2009, Extra Inning Trust made four additional investments through Banyon 1030-32 by wiring $1,000,000.00 (10/31/08), $1,000,000.00 (12/02/08), $1,000,000.00 (1/09/09), and $2,000,000.00 (4/02/09), respectively, into Banyon 1030-32's Gibraltar Bank trust account Page 93 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726800

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint ending x-6377. Each investment was accompanied by a Promissory Note, a Security Agreement, and a Levin personal guaranty. Because of the relatively consistent payments of the promised interest, the principal of all of the notes were either rolled over or re-invested. 296. In total, Extra Inning Trust invested $7,000,000.00 through Banyon 1030-32 into the Ponzi scheme. VIII. Implosion of Rothstein's Ponzi Scheme 297. 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. 298. On October 17, 2009, Rothstein sent an RRA firm-wide e-mail 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 if he renounced his United States citizenship. Rothstein's e-mail requested a list of countries which did not have extradition treaties with the United States or Israel 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." Suffice it to say, Rothstein was the purported "client" and this e-mail provides the first written indication that he was preparing to flee. 28 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. Page 94 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726801

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 299. By the end of October 2009, the Principal Conspirators began defaulting on certain investors' structured payments as they came due and the scheme began to unravel. 300. On October 27, 2009, Richard Pearson, whose investors put more then $18,000,000.00 in the Ponzi scheme, confronted Rothstein while he was sitting with Spinosa inside of the Bova Prime restaurant. Pearson proceeded, in Spinosa's presence, to demand to know why Rothstein was days late in releasing two scheduled payments due his investors. Rothstein quickly attempted to diffuse the situation and skirt assertion that he was in breach of his fiduciary duties as the acting escrow agent holding these funds all of which left Spinosa visibly shaken. 301. Shortly thereafter, Rothstein methodically drained 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. 302. On the evening of October 27, 2009, Rothstein secretly boarded a private G-5 jet destined for Morocco accompanied by, utter alio, Ahnick IChalid his purported Moroccan guide, but not before completing a $16,000,000.00 wire transfer from RRA's TD Bank trust account to Khalid's Moroccan account at Banque Centrale Populaire. 303. By October 30, 2009, as the number of defaults escalated, investors desperately tried to contact Rothstein for answers. Unbeknownst to them Rothstein was already gone, along with their investments, as the Ponzi scheme finally buckled under the pressure of its overwhelming financial obligations. 304. Over the next few days, alarmed investors frantically reached out to other RRA executives and attorneys, begging for information as to the whereabouts of Rothstein and their Page 95 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726802

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint more than $30,000,000.00 in overdue payments. Stuart Rosenfeldt (hereinafter, "Rosenfeldt") assembled a team at RRA, including Boden, Stay and Grant Smith, to begin answering the deluge of investor calls after attempting to confirm with Stay (RRA's C.F.O.) that RRA's operating and trust accounts contained more than $1 billion dollars. Shamefully, Stay refused to provide Rosenfeldt the confirmation requested. Growing ever agitated, Rosenfeldt and the others continued to press Stay, demanding to know what was going on and insisting that she produce current account statements. Eventually, Stay relented and began inconsolably crying, repeating the phrase, "I don't want to go to jail." Rosenfeldt proceeded to telephone Spinosa, who initially declined to provide account balance verification. After much cajoling, Spinosa finally informed Rosenfeldt that the RRA accounts had been almost completely depleted. Page 96 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726803

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint IX. Devastating Fallout 305. As is well chronicled, Scott Rothstein's Ponzi scheme crumbled under its own weight on or about October 30, 2009. The velocity at which the Ponzi scheme cratered sent a sonic boom felt throughout the financial and legal world. 306. 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. 307. As the dust begins to settle, critical details have emerged revealing the scope and magnitude of the nefarious scheme. A. TD Bank 308. By way of example, Plaintiffs have discovered relative to TD Bank that: a. the entirety of Plaintiffs' more than $281,525,358.34 investment is gone; b. Plaintiffs' TD Bank irrevocable "lock letter" accounts were never funded with the purported settlement money and contained only a nominal deposit of $100.00. Spinosa's irrevocable "lock letters" were critical inducements into the Ponzi scheme, materially misleading Plaintiffs' into a false sense of security that TD Bank was safeguarding their investment and securitizing their risk exposure. This overt inducement was done in close collaboration with Rothstein in furtherance of the conspiracy to defraud and proximately caused injury to the Plaintiffs; c. additionally, Rothstein utilized Spinosa and his position at TD Bank to further the conspiracy by having Spinosa personally meet with investors at Page 97 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726804

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint RRA, at TD Bank branches, and elsewhere as a means to assuage investor concerns and create an illusion of legitimacy that TD Bank stood behind the investments being made. In fact, at one particular investor meeting in late July 2009, attended by Rothstein, Spinosa, Preve, and Szafranski, Spinosa represented to the potential investor that Rothstein had been doing these deals "for quite some time without a hitch" and that the trust fund monies were all well protected; d. On or about the summer of 2009, Rothstein delivered to Spinosa fifty thousand dollars ($50,000.00) in cash for his continued cooperation and participation in the Ponzi; e. On or about the summer of 2009, Rothstein delivered to Caretsky twenty five thousand dollars ($25,000.00) in cash for her continued cooperation and participation in the Ponzi; f. TD Bank active participation in authorizing atypical banking procedures enabled Rothstein's systemic fraud and allowed the Ponzi scheme to flourish. Some of the atypical banking procedures include: (1) abdication of internal wire transfer protocols; (2) unfettered movement of inordinate sums of money in and out of RBA's TD Bank trust, escrow, and operating accounts; (3) using key inside employees to approve deviations from internal policies and procedures meant to circumvent discovery of the fraud; and (4) using bank employees and bank facilities to participate in investor meetings to help induce funding and lend credibility to the Ponzi. Page 98 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726805

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint Each of these "special accommodations" were essential factors that provided substantial assistance in furthering the scheme and allowed Rothstein to misappropriate over a two hundred and eighty million dollars of Plaintiffs' money from TD Bank escrow and trust accounts; even after Rothstein's October 27, 2009, departure to Morocco, millions of dollars were raided from RRA's TD Bank trust, escrow, and operating accounts, indicative of a(n) insider(s) continuing to use TD Bank to operate the Ponzi scheme. Some of the individuals and entities who received money on and after October 27, 2009, include, but are not limited to: i. Shimon Levy $ 366,000.00 ii. Shimon Levy $ 287,500.00 iii. Onyx Capital $ 263,000.00 iv. Barbe Frank $ 240,000.00 v. Shimon Levy $ 225,000.00 vi. Ovadia Levy $ 250,000.00 vii. Rachel Levy $ 50,000.00 viii. Daniel Minkowitz $ 225,000.00 ix. Ben Zion Varon $ 33,333.00 x. Domenick Tonacchio $ 280,000.00 xi. Daniel Minkowitz $ 200,000.00 xii. Daniel Minkowitz $ 100,000.00 xiii. Shimon Levy $ 366,666.00 xiv. Shimon Levy $ 337,500.00 xv. Onyx Capital $ 275,000.00 xvi. Ovadia Levy $ 268,000.00 xvii. Ovadia Levy $ 175,000.00 xviii. Moty Bar-Adon $ 132,000.00 xix. Ben Zion Varon $ 33,333.00 xx. Ahnick Khalid $ 16,000,000.00 xxi. BWS Investments $ 300,000.00 xxii. Pirulin Group $ 300,000.00 xxiii. National Financial $ 150,000.00 xxiv. Bonnie Barnett $ 500,000.00; Page 99 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726806

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint h. in April, 2009, $53,060,000.00 in credits and $51,560,000.00 in debits were transacted through four RRA trust accounts at TD Bank; i. in October, 2009, $235,000,000.00 in credits and $232,000,000.00 in debits were transacted through RRA accounts at TD Bank; j. on November 1, 2009, a group of investors29 purportedly victimized by the Ponzi scheme met to share information regarding their investments in the fraudulent scheme and to discuss ways to collectively pursue recovery of their interests. At that meeting, Mel Lifshitz of DE Securities, whose group invested nearly $100,000,000.00 into the Ponzi scheme, advised the group that he personally sat with Spinosa at TD Bank and verified investment account balances; k. sometime in late spring or early summer of 2009, Ted Morse, another Ponzi scheme investor, was personally provided with a fraudulent written RRA trust account balance statement by Caretsky at TD Bank; I. as shown herein, TD Bank encountered numerous "red flags" suggestive of money laundering and other misappropriation. Notwithstanding, TD Bank willfully ignored its duty to make reasonable inquiry to prevent a diversion; instead, TD Bank chose to provide the Principal Conspirators with substantial assistance in perpetuating this fraud for their own benefit. 29 The group of investors attending the November I, 2009 meeting include: Dean Kretschmar, Ted Morse, Ed Morse, Richard Pearson, Ira Sochet, Mel Lifshitz, AJ Discala, Mac Melvin, Mark Nordlicht, Jack Simony, Steve Jacket, Laurence King, Steve Levin, George Levin, Frank Preve, Barry Bekkedam, and Michael Szafranski. Page 100 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726807