Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint By ignoring evidence of the Principal Conspirators' misconduct and permitting the continued use of TD Bank accounts to accomplish this fraud, TD Bank knowingly or recklessly allowed itself to become a conduit for these activities and, accordingly, is liable for its participation; m. in late November, TD Bank fired Spinosa; B. Levin, Preve and Banyon 309. Plaintiffs have discovered, relative to Levin, Preve, and Banyon, that: a. an $8,000,000.00 wire transfer confirmation used by Levin, Preve, and Rothstein to induce Razorback's $32,000,000.00 payment was never received by RRA or TD Bank. In fact, the fictitious $8,000,000.00 wire is powerful evidence of the frenzied push by the Principal Conspirators, along with Levin and Preve, to do and say whatever was needed to secure investor funding as the Ponzi scheme began to unravel. Indeed, in their feverish zeal to induce Razorback's funding the purported wire was inaccurate, leaving Banyon USVI with a $600,000.00 funding shortfall which, when Levin and Preve were pressed for an explanation, was quickly diffused by assurances that Banyon USVI would immediately make-up the difference; b. during the November I, 2009 investor meeting, Levin informed the group that he reached out to Rothstein in Morocco letting him know that Banyon stood ready to provide shortfall financing if he was having trouble making payments. Astoundingly, Levin's revealing admission took the group by Page 101 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726808

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint surprise because one of the core "deal" tenets insured against any possible deficit by requiring a putative defendant's settlement to be funded prior to an investor's lump sum purchase. Thus, any shortfall, even the smallest one, was patently contrary to the investment structure and obvious evidence that the monies were either being misused or were a part of a Ponzi scheme; c. Plaintiffs now believe that Levin's statement was a thinly-veiled attempt to cover his tracks after Rothstein rejected his last-ditch efforts to persuade Rothstein to keep the Ponzi scheme going. In support, Plaintiffs rely on an October 31, 2009, email from Preve to Rothstein stating that "We [Levin and Preve] understand that the shortage is now 300m which is still manageable if we have your cooperation. Let me know," to which Rothstein responds, "[t]hat is not the shortage that is the amount of money needed to give the investors back their money. I really just need to end it frank. It will make it easier for everyone." (Emphasis added). The attempt to try and "manage" the hole created now demonstrates that Levin and Preve had knowledge of a prior deficit and serves as an unwitting admission of their involvement in the perpetuation of the Ponzi scheme; d. Levin and Preve often claimed to be continuously "reinvesting" all principal and profits back into the Principal Conspirators' settlement scheme. Plaintiffs aver that Levin and Preve knew full well that if they removed capital after each deal this would cripple the Principal Conspirators' plan and Page 102 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726809

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint cause the Ponzi scheme to come crumbling down even sooner than it did. Accordingly, Levin and Preve devised Clockwork as the former classic car fraudster's getaway vehicle from the Ponzi scheme. Instructively, Levin and Preve masterminded an alluring financial trap, ensnaring Discala and his investors, all-the-while making Discala believe it was his "idea." Levin lured Discala's compliance by assuring considerable financial gains as a calculated means to divert attention away from questioning why Levin and Preve, without any meaningful compensation, would be stepping away from this exceptional opportunity. Levin's and Preve's manipulation of Discala continued by dictating the terms and conditions of the BIF/Clockwork transition, by controlling Clockwork's start-up financing, and by creating a deal structure providing Levin an opportunity to minimize his monetary exposure. Although the Clockwork fund never got off the ground, Levin's and Preve's plan was revealed and provides further evidence of their deep- seeded involvement in the Ponzi scheme; e. Other additional evidence and indicia of Levin, Preve, and Banyons' complicity in Rothstein's conspiracy to defraud included: i. a April 17, 2008, e-mail from Preve to Rothstein subject "G-82" writes "This is one we already funded completely (according to our books)....is it worth getting Centurion to fund it again or will it be a hassle `proving' she got the money when Milk Toast comes in???"; Page 103 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726810

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint ii. a July 7, 2008, e-mail from Preve to Rothstein writing "Hoodsie, You send me the deposit and I will send the $687,500 back to you as a 'mistake' so your books are balanced."; iii. a February 8, 2009, e-mail from Preve to Rothstein stating, "What are we doing about the $10.9m? Why are your people giving out money without papering the deals? This will (already has) get us in hot water because we will not be able to plan our cash flows iv. an April 13, 2009 distressing e-mail from Preve to Rothstein in response to an inquiry from Platinum concerning receipt of an inadequate partial payment, Preve writes, "This is exactly what we needed to avoid. Between the phone call to Mayer [Nordlicht] and this wire, we have opened the floodgates of doubt. Why send them anything if we are going to only send them $256k?? What is the plan for the next 20 minutes? Give me a shout when you finish with BSO so I can respond to the NY calls."; v. an April 27, 2009, e-mail from Preve to Rothstein entitled "DECISIONS" writing, that "your lenders will never agree to any program which allows you or anyone else to interrupt their flow of their own funds based on a totally undocumented funding requirement. Even today everyone is being asked to acknowledge a funding goal for which there is absolutely no documentation -- Page 104 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726811

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint this will never stand up under scrutiny. However, we do know that on Monday we had 30 million dollars to be funded and these were held up based on the above dispute. We have already sacrificed the interest of at least a third of your clients based on her misperception of the funding cycle. Lets get this back tomorrow. If you do not fund and then do not receive funds in return you are guaranteed to lose your suspension/license appeal. If you do fund and receive the funds under a `settlement' agreement with Banyon, you can at least show your critics that you defended your clients and finally have received partial performance and have an expectation of receiving the remaining funding.", vi. a April 27, 2009, e-mail from Preve to Rothstein writing, "Problem #1: RRA needs cover for its non-funding of clients--Banyon provides the cover as follows: Banyon signs a Default Agreement with RRA acknowledging that it has defaulted on its commitment to RRA's clients to fund their settlements. Banyon consents to fund $150 million in the next 20 days. George Levin gives his personal written guaranty to make available funds. Problem #2: Where is the 150m coming from??"; vii. a May 1, 2009, e-mail from Rothstein to Levin and Preve informing them that Rothstein, "Just wired plat[inum] a million that I borrowed."; Page 105 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726812

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint viii. a May 18, 2009, e-mail from Preve to Rothstein expressing, "....concerned? I am petrified....if word gets out that we are $125m past due we will never see another cent in 3rd party fundinas including the PPM. We will have the auditors looking at the books in another 12 days and that also gives me great concern....it is so easy to see the sudden lack of releases and you know auditors...everything has to be explained in footnotes....and by the way, no one if throwing you under the bus....all we have done is support you at every single turn and we will continue to do so. The fact that I am concerned that 25% of our portfolio is past due should not come as a surprise to you, to the Bar, to God, or to anyone else that notices that I am walking around smelling like I just peed by pants "(emphasis added); ix. a September 15, 2009, e-mail from Preve to Rothstein stating that, "This `system' is not working . . Yesterday I failed to make $500,000 in payments to our largest investor and it will not be pretty today. In addition, on the 28th we have two loans maturing that cannot be extended -- $1.5m and $5.5m -- if we don't plan for these in advance, George is going to make the newspapers big time. Because of your youth, inexperience, and drugs none of this bothers you. Because of my age, failures, and drugs -- all of this is Page 106 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726813

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint sending me off the deep end., expect expletives shortlymmumn Have a jolly good day."; x. a September 22, 2009, e-mail from Preve to Rothstein entitled "DOCS" asks "Can we at least get the documents for the monies that have been sent so if we do have public scrutiny over the BIF books we have things balanced rather than the cavernous hole that I have allowed to be created????"; xi. an October 3, 2009, e-mail from Preve to Rothstein entitled "Mike Szafranski" states that "This is bullshit about Doug but we have to get Mike in there on Monday or the crapola is going to hit the fan - - we do not need this sort of distraction which is being caused solely by inattention. Please get this monkey off Also, before you talk any business with AJ need to discuss a couple of approaches."; xii. an October 21, 2009, e-mail from Preve to Rothstein establishes that Banyon is "teetering on bankruptcy. If I don't get $8m today and tomorrow I will be officially gone -- you know where $5m it is going...the rest are for my bank payments. By this time I would have thought that we could come to some sort of daily payment schedule that would relieve me as my role as official groveler for the Levin's. I just don't do a good job at this. As you know, we have invested, reinvested and raised about $170,000,000 since the meltdown last April. In return you have released about $13million Page 107 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726814

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint in Ban1030 money. I don't know what we need to do to resolve this as it seems we are dealing with a moving target but my ability to stay afloat with smoke and mirrors is gone....really gone. So am I."• xiii. a revealing October 30, 2009, e-mail from Levin to Rothstein copying Preve after Levin got word that "other investors" were not getting paid he wrote, "If we don't make Doug's [Von Allmen] payment tomorrow, I am afraid the game will be over! Just when we were going to put the ball over the goal next week. Aj goes out for $ wed of next week! We won't be able to recover. This being their first payment! I will calm Barry down, however Doug will be impossible to calm down! The entire town will know this by tomorrow night! Why wouldn't this payment be made? No matter what it takes tomorrow the payment will be made! That means if Scott has to release some of the $400,000,000 + that he is holding, enough to cover the payments then, that's what we are going to have to do. We can't let the entire business go down over this, if we keep cool heads and take the course of least resistance we will get over this tomorrow. If we stick our heads in the sand, or think this is going to be like the NY boys, this strategy will never recover. Not this time and not with Doug! He is nuts and very suspicious of us! We will have more lawyers and publicity than Page 108 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726815

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint the NY times by Saturday! I am available for the next 24 hours day or night to help get over this problem. We have the way to do it if we act as businessmen! So lets get it done! One way or the other."; xiv. Preve received over $440,000.00 in payments from the Principal Conspirators; C. Villegas 310. Plaintiffs have discovered relative to Villegas that: a. on July 27, 2009, Rothstein transferred a property with an assessed value of $407,750.00 to Villegas for "love and affection" and $100.00. Notwithstanding, Villegas, who earned $250,000.00 a year and owned the property free and clear decided to pull $100,000.00 out of the property via a mortgage days prior to the IRS filing of a forfeiture in rem complaint against the property; b. additionally, Rothstein also gave Villegas other extravagant gifts including a $130,000.00 Maserati; c. there is little doubt that Rothstein relied heavily on Villegas as she was one of the few employees allowed into the inner sanctum of his private office and responsible for "papering" Rothstein's settlements; d. Rothstein wrote in a firm wide e-mail outlining Villegas' power and influence in stating that, "when she speaks she is speaking for me . . . [and] [t]hus, absent extraordinary circumstances, no one is to challenge Page 109 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726816

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint her authority or come to me to attempt to override any decision she makes." Rothstein added, "WE WOULD NOT EXIST WITHOUT HER - SHE HAS HELPED ME AND CONTINUES TO HELP ME MORE THAN I COULD EVER EXPLAIN...OUR OFFICES THAT WE CURRENTLY OCCUPY WOULD NOT HAVE BEEN COMPLETED WITHOUT HER... OUR GROWTH WOULD BE IN REVERSE."; D. Berenfeld 311. Plaintiffs have discovered relative to Berenfeld that: a. Berenfeld's audited financial statements for the affiliated Banyon entities confirmed finance receivables of $517,404,505.00 due from RRA settlements worth more than $1,100,000,000.00. As now known, these "verified finance receivables" were pure fiction. Incontrovertibly, Berenfeld either knew and willfully participated in this fraud or should have known as part of the audit process that the finance receivables were fabricated and were incapable of being independently verified; b. Berenfeld's complicity in the Ponzi scheme is further compounded by its role as accountants for RRA and Rothstein and Rosenfeldt individually, providing it with first-hand knowledge of the patent inconsistencies between Banyon's purported verified audited receivables and RRA's actual numbers; c. due to the vast complexity in maintaining the fraudulent accounting, it is only the stamp of approval of sophisticated accountants that could have Page 110 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726817

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint lent these "phantom" investments an air of legitimacy necessary to sustain the Ponzi scheme over a period of four years; E. Ballamor and Bekkedaro 312. Plaintiffs have discovered relative to Ballamor and Bekkedam that: a. Bekkedam and Ballamor, in their role as investment advisors, induced client investments into the Rothstein Ponzi despite particular facts giving rise to a strong inference that they either had fraudulent intent, or acted with conscious recklessness as to truth or falsity of their representations made to investors. In addition to the aforementioned facts stated supra, other supporting inference of actual knowledge of the fraud include that: i. The relationship between Bekkedam and Banyon was a de facto partnership. Bekkedam and Ballamor worked hand-in-hand to drafting the BIF Confidential Offering Memorandum. Thereafter, Bekkedam promoted the BIF investment to the tune of tens of millions of dollars in funds vital to fuel the Ponzi as the alleged returns generated by BIF and other Banyon-related entities was the engine that drove Rothstein's scheme. Simply put, Banyon and Rothstein needed Bekkedam and his cadre of wealthy investors to perpetuate the Ponzi and Bekkedam needed the capital infusion Levin provided; ii. Bekkedam betrayed numerous investors who entrusted him with their savings by recklessly feeding their funds into the largest Ponzi scheme in Florida history, while falsely claiming and or materially Page III of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726818

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint misrepresenting that he: (1) performed extensive due diligence; (2) verified the existence of each pre-funded settlement being purchase in the designated T1110 Bank escrow account; and (3) monitored the account balance and transactions made on a daily basis. iii. Bekkedam held himself out as an investment guru who often proclaimed in public that he came up with the idea for BIF and personally benefitted to the tune of several million dollars. In reality, Bekkedam was nothing more then a master marketer whose efforts were substantially directed at convincing investors--including the BIF Investor's, Cooper Management, and the Paley Family Investors--to invest without actually evaluating or identifying the true risks involved; iv. The record evidence supports that Bekkedam and Ballamor knew of Banyon's and the Principal Conspirators' dire financial straits as early as March 2009, and yet failed to disclose this material information to the investor-Plaintiffs he induced into funding the Ponzi; v. Bekkedam knew that Rothstein charged no fees of any kind for his role in the transaction and that Rothstein even personally guaranteed a handful of transactions. Bekkedam himself, whose stock and trade was in charging significant management and incentive fees for the money he purported to manage, recognized that a willingness to Page 112 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726819

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint do something for nothing was facially suspicious and yet never disclosed this concern; vi. Bekkedam's clear pattern of conduct reveals that he intentionally and/or recklessly ignored numerous warning signs that the BIF investment presented a high risk of fraud. Bekkedam's admitted failure to do adequate due diligence on Rothstein, Banyon, and the settlement operations caused him to breach his fiduciary duties and caused representations he made to investors concerning his ongoing due diligence and oversight of outside money managers to be false and misleading. vii. After the collapse of Rothstein's Ponzi scheme, the Paley Family Investors confronted Bekkedam, asking him about his supposed "due diligence" of the investments. Bekkedam responded with the jaw dropping statement that he had faith in the delas because Rothstein's picture was on a billboard in Florida with Dan Marino and, since Dan Marino is a smart guy, he would never have his picture with anyone that was not upstanding. b. Notably, at no time during his courtship of BIF Investor's, Cooper Management, and the Paley Family Investors, did Bekkedam disclose that as a direct benefit for their agreement to cooperate in perpetuating Rothstein's scheme, Ballamor and Bekkedam received a $1,000,000.00 "loan" from Levin to underwrite Ballamor's $1.8 billion dollar expansion; Page 113 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726820

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint c. additionally, Levin made a $5,000,000.00 investment through Ballamor into Nova Bank, a Pennsylvania bank of which Bekkedam sat on the board as Chairman. Levin had recently received regulatory approval to fund an additional $18,000,000.00 into Nova Bank; d. Through his misrepresentations, concealment, self-dealing, reckless conduct, and gross negligence, Bekkedam abused the trust of his client- investors in BIF, and breached the fiduciary duties owed to them. Bekkedam personally benefitted at these client-investor's expense while failing to adequately oversee, audit, or investigate as represented. Bekkedam's deceit, recklessness, and breaches of fiduciary duty have resulted in these Plaintiffs significant losses. F. Szafranski, ABS and Onyx 313. Plaintiffs have discovered relative to Szafranski, ABS and Onyx that: a. the TD Bank account statements provided and verified by Szafranski were completely fabricated and incapable of being confirmed. In most instances, there was either no money in the settlement accounts or the amounts contained were hundreds of millions less than what was represented in the statements; b. based upon the forensic evidence accumulated to date, Szafranski and his related entities received in excess of $32,000,000.00 in Ponzi investor monies; Page 114 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726821

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint c. additionally, Szafranski's supposed independent auditing firm, Onyx, received over six million four hundred and eighty thousand dollars ($6,480,000.00) in Ponzi money from the Principal Conspirators between July 9, 2009, and October 23, 2009, although there should not have been any payments between the Principal Conspirators and Onyx for the verification work allegedly being performed on behalf of investors; d. evidence of Szafranski's central role in the Ponzi scheme is detailed in a series of e-mails exchanged with Rothstein from Tuesday, October 27, 2009 through Friday, October 30, 2009. As the Ponzi scheme was rapidly unraveling and Rothstein was fleeing to Morocco, Szafranski wrote to Rothstein on the 27th, "Barrie is close to calling Spinosa ... can you pit call me so I know bob norman didn't steal ur him) and start answering ur emails." (emphasis added); e. on October 29, 2009, Szafranski prepared a detailed list of amounts of exposure per account for the following investors: ABS, Ira Sochet and Investors Risk, Mel Lifshitz and EMESS; and Coquina, for which Rothstein responds that "[s]ince coquina exposure is so small . . . I am going to pay them personally so they have no loss . . . so barrie shuts up." Szafranski retorts: "Hmmmm hold. Off. He will t[e]ll ira [Sochet]. I'd rather you pay me off part of it to get me through any rough patch. Love u Mikeyyy" (emphasis added); Page 115 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726822

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint f. on October 30, 2009, after Szafranski learns that ABS investors will not get paid the $866,666.66 due, he writes Rothstein asking him if he can "borrow funds to pay the abs cases, I don't want to have to give them the explanation and will freak if payments are not sent. i wil repay you or the oiler acct when we resume but I need this ... i don't want my clients to go crazy over such a small dollar abt love you Call me I miss you and I am worried mikeyyy." (emphasis added); g. later that same morning, Szafranski writes: "it would keep everyone at bay if we can get a spinoza letter saying there is x in the acct but due to circumstances the money is frozen. Also the letter from opposing counsel would be helpful. Love you Mikeyyy" (emphasis added); h. finally, on October 30, 2009, Szafranski's role in the scheme becomes clear as he suggests to Rothstein that he may be able to hold an aggrieved investor "off a few weeks if frank [Preve] gives him $37 million plus their abs payment. I need to have someone get balances for me to see. Or we can have spinosa write a letter detailing each accounts balance since banyon is open to taking everyone out. . . Please make this happen or we are all done." (emphasis added). i. these written admissions concealing investor losses by paying borrowed money to fill the gap later with future investor monies is Ponzi 101; and Page 116 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726823

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint accordingly, Plaintiffs aver that there can be no question that "Mikeyyyy" Szafranski is a co-conspirator who made material misrepresentations which allowed Rothstein to keep the scheme rolling along. G. Pearson 314. Plaintiffs have discovered relative to Pearson that: a. Pearson betrayed investors who entrusted him with their savings by conspiring to and/or recklessly feeding his investors' funds into one of the largest Ponzi schemes in history. Pearson held himself out as an investment advisor with an inside-track to an exclusive low-risk, high- reward investment opportunity all the while knowing the facial deficiencies of same; b. unbeknownst to the investors who Pearson lured into the scheme with false assurances, in addition to earning a commission from them, Pearson also received a finder's fee payment from Rothstein for each investment made. Plaintiffs are currently aware of no less than twenty-one deals where Pearson "double dipped", including receiving at least $1,200,000.00 in so-called finder's fees in September and October 2009 alone; c. additionally, Pearson as a principal, is imputed with the knowedge of his agent, Boden, for whom he hired on or about July 2009, to gain access to the Ponzi scheme riches; d. although Pearson has publically held himself out as a victim, in reality, he was a key co-conspirator and indisputable net-winner in this scam. Page 117 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726824

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint Pearson's considerable time and efforts in marketing this fraud and funneling investor funds into the scheme helped perpetuate the Ponzi and provided for his own financial enrichment at the expense of Plaintiffs' substantial losses. Pearson's numerous acts of deceit and breaches of fiduciary duties in furtherance of the conspiracy have invariably contributed to Plaintiffs' losses and he should be held responsible for same. Page 118 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726825

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint X. Essential Co-Conspirators 315. On January 27, 2010, Rothstein pled guilty to orchestrating one of the largest financial frauds in Florida history. As part of his plea agreement with the government, Rothstein admitted that for the last four years he was the architect behind the billion plus dollar Ponzi scheme aimed at defrauding investors through the sale of fabricated confidential settlements. 316. Rothstein, however, did not act alone in pulling off this financial fraud. The sheer scope, size, and sophistication of the fraud necessitated the cooperation and assistance of many individuals and institutions who knowingly, recklessly, or with conscious disregard of the consequences, participated in the scheme. As alleged herein, Rothstein, along with a number of senior RRA employees, feeder funds, financial institutions, financial lenders, accountants, and other professionals, willfully collaborated in the Ponzi while recklessly ignoring blatant "red flags" evidencing the deceptive conduct. Ultimately, each co-conspirator chose their own financial gain over doing what they knew was right. 317. Unquestionably, conspiring with Rothstein was a highly profitable venture. Rothstein "feeders," Levin, Preve, Bekkedam, and Pearson capitalized on the "Rothstein myth,s30 hoarding tens of millions of dollars in fees for doing little more than funneling investor money in to the Ponzi. Professional organizations like TD Bank and Berenfeld also benefitted financially by substantially assisting Rothstein in inducing investor finding, by ignoring 3° Rothstein, like convicted fraudster Madoff, successfully created an "air of exclusivity" around these settlements, purposefully creating the illusion that an investor was lucky to be chosen to invest. Rothstein's myth was bolstered by his self-created celebrity status which allowed him to hobnob with wealthy locals, athletes, and politicians and which tacitly provided him credibility in support of his promise of high investment returns. Page 119 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726826

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint regulatory and internal safeguards, and by turning a blind eye to the indiscriminate transfer of trust fund monies. 318. While the Ponzi scheme could not have succeeded without these co-conspirators' contribution, the active participation of other essential co-conspirators to wit: Gibraltar Bank, Tracy Weintraub ("Weintraub"), Gary Berkowitz ("Berkowitz") and Brian Leitstein ("Leitstein") of Berenfeld, Platinum Partners Value Arbitrage Fund, LP ("Platinum"), and Centurion Structured Growth, LLC ("Centurion"), were equally important in pulling off the scam. 319. As described infra, each of the aforementioned individuals and entities either chose to become collaborators and co-conspirators in Rothstein's financial fraud or acted in gross dereliction of their professional duties. Specifically, each of them, with actual knowledge or with reckless disregard, aided and abetted Rothstein by encouraging or rendering substantial assistance in breaching their legal, and often times fiduciary, obligations to Plaintiffs and in facilitating the underlying fraud. Additionally, each of them was a direct, necessary, and substantial participant in the conspiracy who agreed to perform the overt acts for the unlawful purpose complained of herein. A. Gibraltar Bank 320. To execute this financial scam, the Principal Conspirators relied upon the cooperation of two very different types of banks. TD Bank, because of its large presence and national recognition, served as the banking face of the Ponzi and was critical for attracting a certain level of investor. Gibraltar Bank, on the other hand, was the smaller, "home town" bank, where the Rothstein name and the weight of his looted millions provided significant clout in influencing Gibraltar Bank to knowingly stifle compliance investigations or willfully ignore Page 120 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726827

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint innumerable improper and atypical transactions. These overt acts provided substantial assistance in making the Ponzi possible. 321. Rothstein, through key Gibraltar Bank employees including Senior Vice President John Harris ("Harris") and Vice President Lisa Ellis ("Ellis"), leveraged his clout to cover persistent, sizeable account overdrafts and gained unfettered access to the transfer of money from RRA trust accounts into RRA operating and then out to Rothstein's personal accounts. These "special accommodations" provided Rothstein the necessary opportunity to circulate money out of the Ponzi using Harris, Ellis, and other Gibraltar employees as willing team players. 322. Gibraltar Bank maintained several RRA trust and operating accounts along with many of Rothstein's personal, family, and business accounts and, as such, was privy to a considerable amount of financial information clearly evidencing the fraud. At all times relevant hereto, Gibraltar Bank was aware of its duties and responsibilities related to the maintenance of these accounts as required by law and by their own internal policies and procedures. 323. Notably, one of the trust accounts maintained at Gibraltar was the RRA Banyon Trust Account, which was created in September 2007, to hold funds in trust for the benefit of various Banyon entities, including Banyon Income Fund. Gibraltar was aware of the special nature of the trust account, had often inquired about its activities, and became concerned over the chaotic movement of money in and out of the account supposedly being held for the benefit of Banyon. Gibraltar knew that Rothstein was not the true owner of the deposited funds and yet participated in the appropriation of these funds from trust accounts to offset overdraft debts in RRA's operating and payroll accounts. Page 121 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726828

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 324. Gibraltar Bank's actions and omissions in conspiring with and/or substantially assisting the Principal Conspirators' misconduct, and in relying on key bank insiders to help avoid fraud-risk reports and short-circuit suspicious activity inquiries31, enabled the Ponzi scheme's success. Without Gibraltar Bank's willing complicity, this Ponzi scheme simply could not have been sustained as banks have a duty to safeguard trust funds when confronted with clear evidence indicating that those funds are being mishandled. 325. Reasonable inference of Gibraltar Bank's knowledge and implicating participation in Rothstein's fraudulent scheme include: a. Routinely providing the Principal Conspirator's liquidity in the form of significant (often daily) overdraft loans used by Rothstein to satisfy funding shortfalls--a necessary component for perpetuating a Ponzi scheme in leaner financial times; b. Institution of unusual systems for advising and encouraging the raiding of client trust fund accounts to cover significant overdraft deficits in RRA's operating, payroll, and Rothstein's own personal accounts for Gibraltar's benefit and at the expense of the trust account beneficiaries; c. Lending legitimacy to the Ponzi by establishing trust accounts where Plaintiffs settlement proceeds were allegedly being held so as to give investors the appearance that their funds were being carefully monitored and safe-guarded; 31 The record is replete with Gibraltar Bank imploring Rothstein to reduce the significant overdraft deficits for fear, as Harris put it in a 2007 e-mail to Rothstein, that RRA accounts "were starting to show up on the wrong reports, t film" (emphasis in original). Page 122 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726829

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint d. Serving as a clearinghouse used to launder Ponzi money from TD Bank trust accounts and elsewhere including diversion of funds not listed in initial deposit instructions; e. Creating the appearance of a profitable law firm and a profitable Ponzi business by concealing illegal transfers from trust accounts to cover RRA operating account overdraft defaults and failing to disclose these facts from other Gibraltar clients supposedly "in business" with Rothstein; f. Record evidence supporting Rothstein's reliance on senior bank officials to quash compliance / fraud-risk investigations into Rothstein's illegal activities in violation of internal and federally mandated banking policies; g. Recommending that clients of Gibraltar's Private Wealth Management division invest in Rothstein's Ponzi scheme knowing that the firm was teetering on the verge of insolvency while failing to disclose the benefit to Gibraltar in helping cure continuing overdraft shortfalls and helping appease one of their biggest customer and biggest source of deposits; and h. Approving the pinball-type transfer of client trust funds in clear violation of internal protocols because of Gibraltar Bank's financial incentive to do so, namely, to cover overdraft loans to RRA, and provide the needed assistance demanded by one of the bank owners (Rothstein owned five percent of Gibraltar). 326. As a result of Gibraltar Bank's participation, Rothstein's scheme flourished. The Principal Conspirators took in nearly $1.4 billion dollars from investors, nearly two hundred and Page 123 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726830

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint eight million of which belonged to the Plaintiffs and has not been returned. Specific examples of Gibraltar Bank's overt acts, assistance and/or omissions in furtherance of the conspiracy include: a. Rothstein learned early in his scheme that he could not convince wealthy investors to give him money unless he established relationships with financial institutions who would provide a perceived layer of legitimacy b. The mechanics of Rothstein's operation relied upon maximizing ;his sphere of influence over Gibraltar Bank. Rothstein knew that his Gibraltar "insiders" would not question the immediate disbursement of wires from Banyon or RRA's TD Bank trust/escrow accounts out to RRA operating accounts and then to Rothstein's personal accounts. Rothstein also knew that his "insiders" would insulate him to minimize risk and compliance concerns. These acts by Harris, Ellis, and others were vital to the scheme's success. c. When Gibraltar became aware of improper conduct by Rothstein and undertook an internal risk/compliance investigation, Rothstein and his Gibraltar insiders would spring into action and quickly diffuse the situation. In one such instance in May, 2009, Gibraltar Bank's BSA (Bank Secrecy Act) Officer Julia Ansari ("Ansari") requested "additional supporting information/documentation" regarding the occurrence of certain suspicious transactions between May and September 2008,32 32 Gibraltar Bank waited ten (10) months to inquire into the source of a suspicious fifteen million dollars ($15,000,000.00) in wire transfers. Curiously, this coincides with the time period in mid 2009 when Gibraltar Bank was in the process of being privately acquired and, accordingly, may have been forced to reconcile and "clean up" their books in order to facilitate a sale. Page 124 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726831

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint including the lack of verification as to the source of the money in question. Rothstein attempted to placate Ansari by directing a letter from his certified public accountants at Berenfeld which stated that the transactions in question were treated as income and would be reflected as revenue on RRA's 2008 tax return. Ansari, not fooled by these blanket, unverified assertions, continued with the investigation by bringing her concern to the attention of Chuck Sanders, Senior Vice President, Chief Risk & Chief Compliance Office ("Sanders"). After reviewing the file, Sanders agreed with Ansari and the two jointly escalated the matter to Gibraltar Bank's CFO, COO and CEO. In the face of Ansari's and Sanders's evidence of Rothstein's misconduct, Gibraltar Bank's founder and CEO, Steven D. Hayworth, backed by Harris, unceremoniously shut his compliance officers down, openly stating that he did not want his compliance officers "bothering" one of the bank's best clients. Gibraltar Bank's executive team's decision was to accept Berenfeld's unverified letter and to smooth things over with Rothstein as he remained a priority client who was responsible for bringing in a lot of new business and wealthy clients in to the bank. d. This type of protective coverage was typical from Gibraltar Bank's senior management. In fact, in late 2008, then COO Jonathan Hullick "resigned" a day after openly confronting Harris in front of several senior management officials (including CEO Hayworth) and demanding an Page 125 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726832

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint explanation of why the bank's internal compliance and fraud-risk policies and regulations were not being applied to clients like RRA and Rothstein. CEO Hayworth, supported by other senior management officials, abruptly cut Hullick off and demanded that he leave Harris alone as he was doing all that was necessary to keep this important client happy. e. Rothstein was a substantial source of deposits at Gibraltar Bank and, as a result, Gibraltar Bank was more than willing to bend (and break) the rules to accommodate his needs. The large sums of money deposited into his and RRA's accounts provided Gibraltar Bank with an enormous financial cushion and allowed the bank the opportunity to enlarge its lending practice and aggressively pursue increases to its bottom line. f. Any time a policy or procedure was put into place that Rothstein did not like, he simply threatened to take his business elsewhere and Gibraltar Bank, concerned about losing this capital, would promptly buckle. For example, Gibraltar bankers Harris and Ellis frequently approved and helped cover sizeable overdrafts in the RRA trust and operating accounts. Harris and Ellis did this in direct contravention of Gibraltar Bank's own internal policies and procedures. In an October 17, 2006, e-mail, Rothstein was notified that the bank would no longer approve overdrafts in excess of $50,000.00. However, after voicing his displeasure, in no uncertain terms, with Gibraltar Bank's position, Rothstein was quickly Page 126 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726833

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint reassured by Harris and Ellis not to worry. Thereafter, Rothstein enjoyed carte blanche overdraft protection, to wit: i. on February 17, 2007, Harris approved overdrafts in excess of $250,000.00 in the RRA and Rothstein accounts; ii. on May 11, 2007, a $500,000.00 overdraft in the RRA and Rothstein account was permitted; iii. six days later on May 17, 2007, Gibraltar approved a $100,000.00 overdraft in the RRA accounts; iv. the next day on May 18, 2007, Gibraltar Bank authorized another $180,000 in overdrafts bringing the total to $280,000.00 "combined overdrafts" in these accounts; v. on September 28, 2007, two separate RRA accounts were overdrawn in the amounts of $585,830.81 and $1,579,865.69, respectively; vi. on June 30, 2008, RRA/Rothstein accounts were overdrawn in the amount of $355,000.00. vii. This pattern of "special treatment" continued throughout 2007, 2008 and 2009, including: I. an October 31, 2008 e-mail from Ellis to Rothstein beginning "good morning mi amore, you had a couple of big checks come in on your personal account and we need 488k to cover. Let Page 127 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726834

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint me know if you want to pull from banyon. Other than that rra looks good."; and 2. a December 5, 2008 e-mail from Harris to Rothstein copying Ellis with the subject line "coverage in accounts needed" stating: "To cover old [overdrafts] today. RRA operating is (42M), Rothstein personal (168M); rra payroll (67M); waww9 (128M) Riley Renov (I57M) total is -$570,000. please effect transfers at your very earliest opportunity. Thanking you in advance!!!! Let us know s00000n! Best-John" g. Gibraltar knew that at the same time Rothstein's payroll and operating accounts were overdrawn, Gibraltar's management and compliance departments were simultaneously investigating his blatantly irregular banking activities. Further, Gibaltar was expressly informed by Rothstein himself that the funds in RRA's trust accounts were being held in escrow accounts for settlement deals. Notwithstanding, Gibraltar still agreed to offset the debts owed by Rothstein in order to recover moneys owed for its own benefit. h. By virtue of these continuous overdrafts, especially those in RRA's trust accounts, Gibraltar knew that Rothstein was using his Gibraltar accounts to engage in improper conduct. As a result, Gibraltar benefitted from or participated in a diversion of the RRA trust funds for non-fiduciary purposes. Namely, Gibraltar had actual knowledge that Rothstein, as a Page 128 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726835

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint fiduciary, was using funds for his own benefit and in violation of his fiduciary duty. i. By assisting Rothstein to accomplish misappropriation of trust funds, Gibraltar, having actual knowledge that fraud was being perpetrated, knowingly made itself a party to the fraud. j. Gibraltar Bank's preferential treatment meant frequently approving and/or facilitating atypical banking transactions. For example, in a March 24, 2008, e-mail to Rothstein, Ellis wrote, "I need to show your payroll account as being positive for at least one entire day out of the quarter so it does not go on the 90 O/D list which goes in front of the powers that be." Essentially, Ellis was affirmatively and gratuitously helping Rothstein avoid being flagged for suspicious activity, thereby shielding him from a potential bank secrecy act / anti-money laundering (BSA/AML) compliance inquiry. k. For years, Harris, Ellis, and Frank Fernandez ("Fernandez") (collectively referred to as the "Gibraltar Bankers"), provided substantial assistance to Rothstein by feverishly transferring funds, "no questions asked," in and out of RRA's trust accounts. Gibraltar had actual knowledge that Rothstein was improperly using trust funds for his personal use and acted in bad faith when transferring said trust funds to Rothstein's personal accounts. Often, as soon as the money was wired to a Gibraltar Bank trust Page 129 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726836

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint account, it was immediately disbursed into RRA's operating account and then out to Rothstein's personal accounts, to wit: i. on December 14, 2007, Rothstein ordered the Gibraltar Bankers to transfer $750,000.00 from RRA trust account x-5214 to RRA operating and then to transfer $723,987.23 from operating to RRA Real Estate Trust x-5443; ii. on June 24, 2008, Rothstein directed a transfer of $402,339.00 from RRA Banyon trust account to RRA operating and then a transfer of $244,500.00 from RRA operating to Rothstein's personal account; iii. on June 26, 2008, Rothstein e-mailed Ellis and Fernandez directing the transfer of $293,000.00 from RRA Banyon to RRA operating and then directing the transfer of $275,000.00 from RRA operating to RRA payroll. Minutes later, Rothstein sent a subsequent e-mail directing the transfer of $32,333.00 from RRA Banyon to RRA operating and $31,000.00 RRA operating to Rothstein's personal account; iv. on September 22, 2008, Rothstein e-mailed Harris and Ellis to transfer $2,000,000.00 from RRA Banyon to RRA operating; transfer $500,000.00 from RRA operating to Rothstein's personal account; and transfer $125,000.00 from Rothstein's personal account to AAMM; Page 130 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726837

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint v. on October 16, 2008, Rothstein e-mailed Harris and Ellis to transfer $100,000.00 from RRA operating to AAMM; transfer $358,000.00 from RRA operating to RRA payroll; and transfer $1,560,000.00 from RRA operating to Rothstein's personal account; vi. on October 20, 2008, Rothstein e-mailed Harris and Ellis to transfer $3,000,000.00 from RRA trust account x-5214 to RRA operating; transfer $50,000.00 from RRA operating to RRA payroll; and transfer $300,000.00 from RRA operating to Rothstein's personal account; vii. on October 23, 2008, Rothstein e-mailed Ellis to transfer $1,300,000.00 from RRA Banyon to RRA operating; and then transfer $600,000.00 from RRA operating to Rothstein's personal account; viii. on May 12, 2009, Rothstein e-mailed Stay to transfer $750,000.00 from an RRA trust account at TD Bank to Gibraltar Bank's Banyon trust account; transfer $700,000.00 from RRA Banyon to RRA operating; and then transfer $20,000.00 from RRA operating to Rothstein's personal account. Stay then instructed Harris and Ellis to effectuate same. ix. These types unquestioned transfers continued throughout 2007, 2008, and 2009. Page 131 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726838

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint I. Gibraltar's knew from its internal reports and inquiries that it was serving as a clearing hosue for Rothstein's misconduct. As an intermediary bank receiving trust funds into a trust account for the benefit of third parties, Gibraltar would continuously allow transfers to cover overdrafts in all of Rothstein's accounts. Specifically with regard to the special nature of the overdrafts in RRA trust accounts, Gibraltar acted in bad faith when it transferred funds and appropriated them to set them off against the debt of Rothstein. Gibraltar, as a banking institution, was aware that Rothstein's banking activities were the quintessence of money laundering but allowed and endorsed such illegal behavior. m. Gibraltar Bank's abdication of its regulatory oversight responsibilities regarding the personal and RRA accounts shielded the Ponzi from discovery and allowed Rothstein and others to maximize their financial gains. To illustrate how money quickly flowed out once a wire hit an RRA trust account, below is a list of five e-mail transfer requests from Rothstein over a one day period (July 2, 2008): i. Rothstein's first e-mail to Ellis and Fernandez titled "Here we go" sought the transfer of $997,133.00 from RRA Banyon to RRA operating; the transfer of $128,005.00 from RRA operating to RRA payroll; the transfer of $20.00 dollars from RRA operating to WAWW2; and the transfer $101,003.00 from RRA operating to Rothstein's personal account; Page 132 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726839

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint ii. Rothstein's second e-mail to Ellis and Fernandez directed the transfer of $98,123.00 from RRA operating to RRA Banyon; the transfer of $33,000.00 from RRA operating to RRA payroll; and then the transfer of $33,000.00 from RRA operating to Rothstein's personal account; iii. Rothstein's third e-mail to Ellis and Fernandez asks for the transfer of another $35,000.00 from RRA operating to Rothstein's personal account; iv. Rothstein's fourth e-mail to Ellis and Fernandez instructs the transfer of $160,000.00 from RRA Banyon to RRA operating; and then the transfer of $35,000.00 from RRA operatino, to Rothstein's personal account; and v. Rothstein's fifth and final e-mail of the day to Ellis and Fernandez directs the transfer of $41,229.63 from RRA trust account x-5214 to RRA operating; and the transfer of $34,111.00 from RRA operating to Rothstein's personal account. n. Rothstein would also use Gibraltar Bank to funnel money to his family, as exemplified in this September 17, 2008 e-mail to Stay directing her to have $1,000,000.00 transferred into RRA operating, and then transfer $350,000.00 of the $1,000,000.00 into Rothstein's personal account; transfer $200,000.00 from his personal account into his parents Bank Atlantic account; and finally transfer $75,000.00 from his personal Page 133 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726840

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint account into Kim Rothstein's account. Rothstein closes by stating that "Billy [Boockver] has all the wire data. This needs to be done immediately." Stay then e-mailed instructions to Ellis to complete same. 327. Interestingly, although willing to approve and help cover-up indiscriminate "overdrafts" and "transfers," Gibraltar Bank apparently was not willing to risk its own money when it came to extending Rothstein's line of credit. When Rothstein sought a five million dollar line of credit, Gibraltar Bank required that he post a five million dollar CD as security, offering further proof that Gibraltar Bank knew that Rothstein was using his Gibraltar accounts to engage in misconduct. 328. To put Gibraltar Bank's financial motivation for helping Rothstein into context, between July 2008 and September 2008 alone, hundreds of millions of dollars were wired into RRA trust and operating accounts at Gibraltar Bank. Moreover, Gibraltar reaped in excess of $200,000.00 in NSF (not sufficient funds) overdrafts fees as a result of repeatedly approving and helping to cover sizeable overdrafts totaling in excess of $64,000,000.00. 329. These high overdraft fees coupled with Rothstein's ability to get Gibraltar Bank's president Hayworth an audience with the biggest names in South Florida provides valuable insight as to why Gibraltar was so willing to provide such substantial assistance. 330. Further, Gibraltar's willingness to provide substantial assistance to Rothstein is no doubt related to its fear of losing such a great financial resource as a customer. The basis for this fear is demonstrated by Rothstein's multiple threats over the years to take his business elsewhere whenever he became annoyed by verification or compliance requests. By way of example: a. on September 8, 2006, an email from Rothstein to Harris in response to inquiries regarding overdrafts: "If they are going to start putting pressure Page 134 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726841

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint on us again every time the account is od from the previous nights pod they can kiss my firm, my consulting group, albert, ovi, ovi's dad, roger, the Bahamas deal and all the rest that goes with me goodbye...I will not be pushed or pressured by the idiot's in credit ever again. Not for one second. And you can tell them if they screw around with me I will be sure to tell every other one of their clients that I represent and that I am close to exactly what they are doing...that includes the levinsons and some other tasty accounts ... I am running a law firm and I have way too much on my plate each day to worry about morons in credit who think I am evil incarnate and who have no clue how business is actually done. . . You and lisa are great and I do not want anything to effect [sic] our relationship but after all I have done and what I have clearly proved I can do I will not put up with even the slightest level of bullshit from them. You can tell them that they should be very wary of testing me at this stage of our relationship." b. on November 13, 2006, another email from Rothstein to Harris in which he exclaims "Gotta love it ... ...and tell them to fuck off... ...not interested in their heat... ...if they want my friends as clients they just need to deal with it when things get a bit dicey... ..." c. on November 17, 2006 an email from Rothstein to Harris and copied to Ellis: "Johnny boy.....we need to establish a protocol with the folks in the gables regarding my accounts. Neither you nor I nor Lisa nor Irene needs the pressure they apply. ... It sends a message that, in all candor, I find repulsive. They cannot be my "best buds" when we are cranking, and then forget my name when we have a blip on the screen.....even if it is a major blip. They need to chill. They can not be my "best buds" when I am doing all I can to refer the bank business and then forget my name when they fell like forgetting what I am trying to do for my business and their Page 135 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726842

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint business. I bank with you because we treat each other with respect and because we understand the true meaning of what it is to be partners in something amazing." (Emphasis supplied). Rothstein continues "My firm was instrumental in getting the governor elected. My firm was instrumental in getting 38 other elected officials in Washington and other states elected this cycle. Our client list grows every day. And candidly, I am just getting warmed up and they can either hang on and enjoy the ride or I will find someone who will. I can not operate thinking that when the shit hits the fan, they will cut and run. Charlie crist shows up here.....I call you. I have a client that I think I can sway to change banks, I call you. I have a deal that I think I can steer your way.....ie. the Blandin deal that we tried to put together, I insist on you. The Bahamas deal....you. I think you can benefit from being in with my boys, you are in. We hit a bump, I always do what I say I am going to do. You do the same. But your superiors or the decision makers do not see it the same way. And candidly, their nonsense and total lack of respect is growing tiresome. Tell them to back off. They are either on the team and want my firm or they do not. There is no in between in this type of business relationship." d. on February 14, 2007, an email from Rothstein to Harris: "I can not be bothered by them on a daily basis. I do not care if they are watching. They can watch all they want that is their prerogative. If they want our business, they have to deal with it right now. If they do not want our business, commerce bank has just flown its senior guy down from new jersey and they just sent us 30 litigation files and wants our accounts. .....overdrafts and all ... The bottom line is that business that is as politically connected as we are is a hot commodity right now....new governor and all.....new appointments and all.....and the presidential election just around the corner with roger running mccain." Page 136 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726843

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint e. on March II, 2009, an email from Rothstein to Harris once again threatening to take his business elsewhere: "I do not believe that I am being treated as valued customer by gibraltar and candidly, it has grown tiresome. . . . i also intend to meet with stu and david boden in the morning to discuss ending my banking relationship with gibraltar." 331. For its part, Gibraltar eventually presented Rothstein with a way to avoid those pesky compliance requests. At or around the same time the Principal Conspirators' compliance issues were reaching a head in mid-2009, Gibraltar Bank's CEO Hayworth was rounding up a group of private investors to buy Gibraltar Bank. Rothstein, as it turns out, was one of the 50 "private" investors courted by Hayworth to assist in the bank's repurchase. Hayworth's strategy included ensuring that no individual investor would own more than 9.9 percent of the bank, thereby avoiding particular regulatory and statutory compliance requirements necessitated when a bank changes control. 332. Around this same time, Harris told Rothstein that because the bank does not investigate its owners, he should make sure to participate in this repurchase if he wanted any additional compliance issues to go away. On or about September 17, 2009, Gibraltar Bank was purchased back from Boston Private Financial Holdings for $93 million, of which Rothstein invested five million dollars ($5,000,000.00) for a 5-6% stake. As Harris had promised, Gibraltar's concerns about the Principal Conspirators' lingering compliance issues were completely quelled simultaneously with Rothstein's investment. Accordingly, Rothstein not only purchased an ownership stake in one of his Ponzi banks, but also bought himself a "free pass" on the compliance issue, allowing his scam to continue ahead. Page 137 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726844

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 333. For his part, Rothstein lavished Harris with gifts, including invitations to exclusive concerts and sporting events, dinners, gift baskets, and even a vintage $20,000.00 Rolex watch. It is noteworthy to mention that Gibraltar Bank fired Harris just a few weeks after the Ponzi scheme imploded. 334. Gibraltar Bank placed itself at the heart of the Rothstein Ponzi scheme. Despite significant suspicious activity and fraud-risk concerns and direct knowledge of RRA's raiding of client trust accounts to cover insufficient operating account balances, Gibraltar Bank failed to protect its customers, including specific investor Plaintiffs named herein. Gibraltar had actual knowledge that Rothstein was not the true owner of the trust funds. Furthermore, Gibraltar's actions in offsetting debts owed by Rothstein were in total disregard of banking practices, including its own internal policies. It knew that the accounts being raided by Rothstein were owned by legal entities separate and apart from Rothstein, individually, and any setoffs authorized or ordered by Gibraltar were precluded by law. Gibraltar Bank's failures inexorably highlight its role in the conspiracy and directly evidence its financial motive and the substantial assistance it provided to the Principal Conspirators' criminal operations. 335. Accordingly, with the help of Gibraltar Bank, Plaintiffs were victimized to the tune of hundreds of millions of dollars and, as such, seek recovery from Gibraltar Bank for their losses suffered. B. Berenfeld Employees 336. Rothstein orchestrated the entire scheme around a veil of confidentiality--a deliberately opaque strategy meant to be intentionally vague. Although this tact was employed Page 138 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726845

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint as a means to deflect direct questioning, the one place this tactical strategy should not have succeeded was with his accountants, Berenfeld. 337. Berenfeld, by and through its employees, Weintraub, Berkowitz and Leitstein (collectively referred to herein as "Berenfeld Employees"), was uniquely positioned to discover the substantial evidence of fraud. Serving as the tax accountants and the preparer of financial statements for RRA and Rothstein individually, and as the auditor of Banyon 1030-32, an entity with known significant relationships to Rothstein as his principal feeder fund, the Berenfeld Employees either intentionally failed to disclose or inexcusably failed to detect obvious warning signs that something was amiss. 338. Berenfeld's professional duties mandate that an accounting firm exercise the appropriate level of due diligence for the services being performed, to make inquiries when the accountant is aware that information supplied by the client is incorrect, incomplete or otherwise unsatisfactory, and to withdraw from the representation if additional information is not provided to the satisfaction of the accountant. 339. Regrettably, Berenfeld shirked these obligations choosing instead to look the other way when presented with direct evidence reflecting Rothstein's breach of fiduciary duty and commissions of fraud. 340. Berenfeld relied upon Rothstein as a major referral source directly responsible for bringing in several of the firm's major clients including Edify, LLC and its related entities, Jewel River Cruise Line US, LLC, RRA Sports & Entertainment, LLC, RRA Goal Line Management, LLC, the Bova restaurant chain, and the Rothstein Family Foundation, collectively representing — together with RRA — significant revenue for Berenfeld Page 139 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726846

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 341. The financial benefits of this relationship helped induce Berenfeld to act inconsistently with its professional and contractual obligations, asking questions (and getting answers) that would have protected Plaintiffs from the abuses of Rothstein. 342. Between July of 2007 until early November of 2009, Berenfeld was engaged by RRA and Rothstein individually to perform, inter alia, professional services, including but not limited to tax return preparation, tax consulting services, and accounting services such as compilation of financial statements, year-end closure of the books, bank account reconciliations, staffing for RRA's internal bookkeeping operations, and credit card reconciliations. 343. Furthermore, between September, 2008 and February, 2009, Berenfeld conducted an audit of Banyon 1030-32 and related entities. The Berenfeld Employees had actual knowledge of Rothstein's improper manipulations of RRA for his individual benefit, his use of Banyon to secure investors' monies, and his diversion of monies from RRA accounts and transfer of same into RRA's operating account, and vice versa, for his personal misuse. That misuse included Rothstein's bolstering of RRA's payroll, sponsorships and advertising to support his posturing as a major player in Florida legal, political, and philanthropic circles. 344. Rothstein demanded that Berenfeld not disclose RRA accounting information to anyone at RRA, including any of its attorneys including the other shareholder and the other so- called partners and Berenfeld surprisingly agreed to comply with this directive of secrecy. 345. Berenfeld learned of the details of both the dire financial straits of RRA and the real source of profligate spending by Rothstein which was supported by the record evidence. Significantly, Berenfeld after extensively reviewing and reconciling RRA's operating and trust bank accounts, RRA's substantial overdraft positions, and actual knowledge of the NSF (not Page 140 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726847

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint sufficient funds) bank charges, knew that the firm was hemorrhaging cash caused by Rothstein's profligate spending.33 346. As described in the preceding Gibraltar section, on May 27, 2009, Rothstein received a letter from Gibraltar Bank BSA Officer Ansari raising concerns over multiple suspicious transactions at Commerce Bank (now TD Bank) from July through September, 2008. Ansari wrote "[a]s discussed, we need to know and document the purpose of the payments" and requested "additional supporting information/documentation." Ansari closed by stating that "[a] letter from your CPA supporting the information will be greatly appreciated." 347. Thereafter, Rothstein sent an e-mail to Weintraub entitled "bank crap" writing: "Hey bro need to see you this afternoon if possible so I can get that nebulous letter over to Gibraltar about the fact that I am declaring certain funds as income to my firm . . . ." Weintraub then forwards the e-mail on to Berkowitz and the two, without verifying the source of the funds in question,34 craft a letter to Gibraltar baldly assuring Ansari that the large deposits "are recorded as revenue on the books of the law firm and will be reflected as income on their tax return for 2008", adding only that "[t]his information was not audited by our firm ..." 33 Between 2005 and October 2009, Rothstein incurred approximately $22 million of credit card charges (increasing steadily from $1.2 million in 2005 to almost $7 million in the first ten-months of 2009); Berenfeld obtained this knowledge through its reconciliation of RRA's American Express charges for each of the compilations and/or annual tax returns that they prepared and because it posted or requested that RRA post those summaries of charges to RRA's records. 34 Berkowitz testified under oath at a March 17, 2010, bankruptcy examination that he clearly understood that Gibraltar Bank was seeking to determine whether or not RRA earned the monies in question during the course of delivering legal services to clients. Although he admits he "could see that RRA was transferring moneys from trust accounts at Commerce Bank/TD Bank, in sufficiently large numbers, to cause Gibraltar Bank, the depository institution, to raise its hand and ask, hey, what is this money for", he never made any inquiry of Commerce Bank about the source of these funds. Page 141 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726848

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 348. During a March 17, 2010, deposition in the related RRA bankruptcy case, Berkowitz revealed, under oath, that he and Weintraub altered the original draft of the letter to Ansari pursuant to Rothstein's instruction. The original letter stated that "we provide no proof of accuracy" and "Mills information was not audited or verified by our firm". At Rothstein's direction the phrase "we provide no proof of accuracy" and the words "or verified" were deleted from the final letter. 349. Furthermore, Berkowitz admitted under oath that he knowingly failed to comply with accounting standards by, for "no real reason," failing to attach a required compilation report responsive to financial inquiries being made from an insurance company. Berkowitz also, without justification, erroneously omitted the required compilation report when providing Gibraltar Bank with a requested RRA statement of assets, liabilities, and stockholders' equity. 350. Additionally, Berkowitz admitted in the same deposition that he made repeated mistakes including major failures in verifying the source of funds rapidly being transferred in and out of the law firm's trust, escrow, and operating accounts and in not properly accounting for the more than twenty million dollar ($20,000,000.00) jump in RRA revenues from 2007 to 2008.35 351. In fact, Berkowitz testified that RRA's CFO Stay "messed up" the balance sheet leaving him unsure of the source of the revenue, candidly admitting Is* didn't know what the deposits were for and how to report them." Incredibly, and in spite of rampant discrepancies and deficiencies, Berkowitz and Weintraub finalized the prepared tax return for filing anyway. 35 Berkowitz commented that he "noticed payroll numbers were going up, and it didn't look like there was enough law business to justify all these salaries." In fact, in 2009, firm income stood at $9,979,625.00 while yearly anticipated payroll numbers came out to $29,350,957.22, leaving an astounding $19,371,332.22 shortfall. Page 142 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726849

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 352. Finally, Berkowitz incredulously admits that he believes that the million plus dollars ($1,000,000.00) in legal fees supposedly paid to RRA by Gruverman Enterprises (Edify) in 2008 was bogus. This too was swept under the rug by the accounting firm. 353. Berenfeld also knew that RRA was not generating nearly enough income from the practice of law to justify the rapid increase in the number of attorneys in its Fort Lauderdale and other offices, and in the extraordinary expenditures of the law firm. 354. With knowledge of Rothstein's actions and observing his financially damaging effects upon RRA, Berenfeld was also retained by Banyon 1030-32 for the purpose of providing an independent audited financial statement report to investors and potential investors. At the same time Berenfeld was auditing Banyon, it was concurrently preparing tax returns for RRA, delivering accounting services to RRA and providing tax advice to Rothstein. 355. As stated in the Banyon 1030-32, LLC engagement letter, Berenfeld agreed to: plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of law or governmental regulations attributable to the entity or to acts by management or employees acting on behalf of the entity, 356. As part of the preliminary assessment of Banyon's consolidated finances, Berenfeld set forth an audit plan to "adequately test" the accounts receivable balance as of December 31, 2008. Berenfeld's "primary objective" was to "perform audit procedures to test the [e]xistence of the legal settlements" including, inter cilia, verified confirmation: (1) that the legal settlements exist; (2) that the defendant transferred plaintiff's settlement funds to the escrow trustee (RRA) as agreed to in the settlement; (3) that funds were available in the escrow Page 143 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726850

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint account for disbursement to Banyon 1030-32 once an assignment is executed; (4) that the assignment agreement included the name of the plaintiff, date of settlement, the amount to be paid by Banyon 1030-32 to plaintiff, and the schedule of payments to be disbursed by the escrow trustee to Banyon 1030-32; and (5) that Banyon 1030-32's list of receivables was accurately reflected. 357. Indeed, Berenfeld's duty in independently verifying these audit procedures was heightened by the fact that RRA was the sole source of the to-be-audited assets and was responsible for the entire deal flow process as the putative escrow agent.36 358. As we now know, each of the settlement deals, including the putative plaintiffs and defendants, were all phony. Had the Berenfeld Employees engaged in my meaningful attempt to independently verify the legitimacy of these settlements, requested confirmation from the debtor/defendant that an agreement was reached, or endeavored to verify that funds were wired from the putative defendants, the entire fraud would have been exposed and hundreds of innocent investors, including the Plaintiffs, would have been spared financial ruin. Instead, the Berenfeld Employees chose to validate the business model, falsely representing to Plaintiffs that BIF/Banyon 1030-32 investments were secure and gaining value. 359. Accordingly, the Berenfeld Employees either willfully conspired to wholly abandon these duties or acted with gross negligence in forsaking their responsibilities. 360. Additionally, the Berenfeld Employees committed the following overt acts and/or omissions in furtherance of the conspiracy. 36 Although Berenfeld CPA Partner Robert Bedwell acknowledges in a February 2, 2009 e-mail to Leitstein that "fraud risk assessment procedures will need to be performed given the higher fraud risk assessment" there is no evidence supporting any implementation of such procedures. Page 144 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726851

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint a. In a February 19, 2009, e-mail from Preve to Rothstein regarding Berenfeld's audit confirmation request received by RRA entitled "Banyon Resources Confirmation", Preve encloses "the schedule Berenfeld is looking for . . . [which] should be ATTACHED to the confirmation letter they are asking you to sign." Preve adds that he thinks "it is important that [Rothstein] get this [attachment] down to Tracy [Weintraub] ASAP so we can get any feedback to changes . . you might want to make some appropriate scribbles on the schedule so that it looks like someone actually worked with it you know the drill " This e-mail proves that Weintraub was working hand in hand with Preve and Rothstein to help "doctor up" an audit confirmation that will satisfy Berenfeld's audit team. Remember, the entire purpose of the audit confirmation is for RRA to independently authenticate for Berenfeld that the settlements were in fact actually purchased by Banyon 1030-32 and, therefore, neither Preve, or Weintraub should have had any involvement whatsoever in preparing, reviewing, revising, and/or authenticating same. b. Many of the patent irregularities and inconsistencies described herein should have raised a myriad of red flags. Several other significant warning signs ignored include: i. as both sophisticated auditors and tax preparers, the Berenfeld Employees either did or should have spotted the distorted correlation between RRA's firm revenues (approximately Page 145 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726852

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint $34,000,000.00 in 2007) with the attorneys' fees expected to be generated from more than a billion dollars worth of legal settlements.37 This discrepancy alone simply cannot be reconciled and should have sounded major alarm bells; ii. Banyon's unexplained exponential jump in revenue from $7,956,654.00 in 2007 to $146,005,125.00 in 2008, an increase of over 1725%; iii. the idea that Banyon 1030-32 was operating a billion dollar operation with one employee out of shared office space failed to raise eyebrows; iv. the lack of transparency into RRA, including Rothstein's refusal to comply with even the most routine of disclosures; v. in response to Leitstein's inquiry whether a Promissory Note with Platinum Partners at a rate of 50% was reasonable and legal, Preve responded that "[o]f course it is not reasonable but then neither are our discounts.'48; and vi. the fact that Rothstein was not a registered advisor, that he supposedly did not charge any fees for this spectacular lucrative opportunity, and that he gratuitously agreed to guaranty the entire 37 Even at a conservative 20% contingency fee, gross attorney fee revenue generated from the putative settlements would exceed two hundred million dollars ($200,000,000.00). 38 Leitstein even joked with other Berenfeld employees who toyed with the idea of telling "the Banyon investors we can do better than the 20% return they are getting, lol." Page 146 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726853

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint transaction were but a few more of the many glaring, tell-tale signs that something was amiss. vii. Berenfeld knew that excluding a shareholder of a Subchapter S company from access to accounting information in its possession was not correct or consistent with standard operating procedures or professional standards; viii. Berenfeld prepared tax returns that reported client trust funds in a way that did not distinguish between RRA operating cash and client trust funds, giving the misimpression that RRA had more available cash than it actually owned. Client trust funds are commonly listed on a balance sheet as an " Other Current Asset" along with an offsetting "Other Current Liability" and not as "Cash" as shown by Berenfeld; ix. Berenfeld saw that RRA's trust accounts did not contain investor funds in amounts commensurate with the vast sums that RRA's books and records reflected as held in trust; x. Berenfeld knew that RRA's payroll accounts were running large negative daily balances and that NSF charges were extensively incurred; xi. Berenfeld knew that RRA was paying for credit card charges that Rothstein, his wife, as well as other employees incurred and that Page 147 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726854

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint the credit card was used to pay for substantially all costs and expenses of the law firm; xii. Berenfeld sent confirmations, during its 2007 audit of Banyon, to Rothstein in order to verify $42 million of investments held in attorney trust accounts however no corresponding liabilities were reflected on RRA's income tax return or trial balance. Likewise, for the 2008 Banyon audit, Berenfeld sent confirmations to substantiate $545,000,000 of investments purportedly held in attorney trust accounts, yet the RRA trial balance reflected no such cash balance or corresponding trust liability; xiii. Berenfeld failed to comply with its own quality control standards by not completing necessary checklists. The RRA work-papers produced by Berenfeld do not include copies of their "Tax Return Preparation Checklist" which indicates it is a "guideline" and "to be used as a working tool in preparation and self-review of tax returns"; xiv. Berenfeld suspected that the revenue reflected in RRA's books was not "fee income," as Rothstein and Stay insisted it was, but took no steps to track down and document the true source of this revenue; xv. Berenfeld knew of the wildly inaccurate RRA bookkeeping and inadequate accounting personnel evidenced by the way in which the books and records were created and maintained, leading to Page 148 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726855

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint extraordinary adjustments, tantamount to re-writing the books and records of RRA; xvi. Berenfeld provided a "nebulous" letter to Rothstein to help cover up $15,000,000 in suspicious transactions in response to an anti- money laundering compliance inquiry from Gibraltar Bank (and even surprisingly, at the direction of Rothstein to cover up the obviously illegal scheme, removed disclaimer language that certain information was not "verified"); xvii. Berenfeld considered it strange that Stay refused to provide copies of bank statements, did not insist upon seeing them, despite the incredible numbers being provided to Berenfeld; xviii. Berenfeld recognized that information concerning transfers from trust accounts made "no sense" but did not pursue the true source of these transfers, which information was readily available in the documentation concerning the Banyon audit; xix. Berenfeld prepared 2006 compiled financial statements for RRA which reflected current liabilities in excess of current assets; which reflected positive available cash of only approximately $4,000; and which reflected distributions made of 99% of the alleged current year's net income; xx. Berenfeld knew that operating cash balances were significantly overdrawn at the end of each year from 2005 to 2008; Page 149 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726856

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint xxi. Berenfeld observed that tens of millions of dollars of "loans/fee income" were being deposited into RRA's various trust and operating accounts without any supporting documentation to support shifting revenues from trust accounts to operating and payroll accounts; xxii. Berenfeld's requests to see detailed information concerning trust accounts and fee income were rebuffed by Villegas, and neither followed up, protested, nor refused to sign the tax return for that year; xxiii. Berenfeld adjusted RRA's 2007 and 2008 income by almost $95,000,000 under suspicious circumstances. Berenfeld reclassified this liability as income in order to keep the books in balance — a liability that remains and that the RRA estate has to deal with; xxiv. Berenfeld prepared the 2006 compiled financial statement without an accountants' report which should have indicated the level of services being performed; and xxv. Berenfeld sent RRA's 2006 financial statements to third parties (including an insurance company and a bank), without indicating whether the financial statement was the product of a "compilation," or "review" in violation of AICPA's reporting requirements. Page 150 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726857

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint c. For his part, Rothstein lavished Weintraub with gifts, including invitations to exclusive concerts and sporting events, dinners, gift baskets, and even an expensive watch. d. Weintraub, a partner on the Executive Committee at Berenfeld and head of its office in Fort Lauderdale, had access to and personal knowledge of RRA's, Rothstein's and Banyon's financial information. e. Serving in multiple capacities as auditor of Banyon, accountant and tax preparer for RRA, and tax preparer for Rothstein individually, and accountant for various Rothstein businesses, Berenfeld failed to comply with basic provisions of the AICPA Code of Professional Conduct and applicable provisions of the Statement on Standards of Accounting and Review Services ("SSARS"). And of course its audit of Banyon was woefully inept; it was not conducted in accordance with Generally Accepted Auditing Standards ("GAAS"). f. As both tax accountants for RRA and Rothstein and as auditor for Banyon, Berenfeld routinely observed multi-million dollar transfers made from Banyon's trust accounts into RRA's trust accounts, payroll account, and operating account. In fact, Weintraub — the preparer signatory on the RRA tax returns — had knowledge of and full access to Banyon's financial information. He was the originator and concurring audit partner on the Banyon audits and he participated in service delivery to Banyon. Page 151 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726858

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 361. Berenfeld neglected its responsibilities under applicable professional standards to provide accounting services consistent with the standards required of a public accounting firm. 362. The Berenfeld Employees' colossal failure in not identifying and/or paying attention to the glaring red flags is at best gross professional error. However, compounding these patent failures the Berenfeld Employees intentionally, or with reckless disregard, issued an unqualified audit opinion letter which they knew would be attached as a critical representation in BIF / Banyon 1030-32's Confidential Offering Memorandum (described in detail in Section VII, A, supra).39 363. The Berenfeld Employees were aware that prospective and existing investors in BIF/Banyon 1030-32, like Plaintiffs, were the intended beneficiaries of their audit work and foreseeably would rely on the Confidential Offering Memorandum as a means to investigate and confirm BIF/Banyon 1030-32's financial health. As a result, the Berenfeld Employees owed the limited partners of BIF, including the Banyon Investors, Cooper Management, Razorback, D3 and others a duty to act as an attentive and skeptical auditor as required under the Generally Accepted Auditing Standards ("GAAS"). 364. The audit procedures performed by Berenfeld were entirely mechanical exercises with minimal to no audit value. The integrity of the underlying data used to derive their opinion was neither independently verified nor evaluated for reasonableness.4° Berenfeld failed to 39 "In our opinion, the consolidated financials statements referred to above present fairly, in all material respects, the consolidated financial position of Banyon 1030-32, LLC and Affiliates as of December 31, 2008 and 2007 .. . ." 40 The audit files do not reflect that my verification was made by any independent third-party as to the reasonableness of these settlements and/or business models. In fact, had Berenfeld even minimally endeavored to test the reasonableness of these settlements they would have quickly discovered that the volume of putative assets being purchased was completely unattainable and the model wholly unsustainable. Page 152 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726859

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint implement procedures to adequately test Banyon controls as they relate to money laundering despite increased professional obligations imposed upon auditors to make such fraud assessments. Berenfeld even performed certain accounting procedures which should have been done by Banyon and, as a result, meant that Berenfeld was actually auditing its own work. This utter lack of independence highlights Berenfeld's audit deficiencies, a list which also includes: a. ignoring substantial evidence of RRA and Banyon commingling funds; b. disregarding the inadequacy of BIF/Banyon 1030-32's reserves; c. failing to determine how the BIF/Banyon 1030-32 accounts were maintained and reconciled to conclusively establish that new monies were not being used to pay old obligations; d. never asking for and, therefore, never receiving any of RBA's bank statements showing the massive account balances needed as support to corroborate the receivable being audited; e. not obtaining a better understanding of the confidential settlement purchase business model in order to better formulate proper verification procedures; f. wholesale acceptance of unsupported management representations embodied in key components of the independent auditor's report; and providing BIF/Banyon 1030-32 an editable Word format of their audited financials, rather than a "locked" PDF version, for inclusion in Banyon's Confidential Offering Memorandum. Page 153 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726860

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 365. Berenfeld's compilation of work papers, background information, and documentation should have raised serious questions about the integrity of RRA's operations. Rather than diligently perform their sacrosanct duty, the Berenfeld Employees cavalierly gave their seal of approval to a Ponzi scheme premised upon phantom investments, paying phantom plaintiffs, and authenticating phantom receivables. Berenfeld's decision to rely on purely arbitrary assumptions and self-serving management representations in formulating its unqualified41 audit opinion are unforgivable errors providing either direct evidence of the Berenfeld Employee's overt actions in furtherance of the scam or conclusively demonstrating the reckless disregard of their professional duties.42 Either way, the Berenfeld Employees are culpable for keeping this Ponzi scheme alive. 366. The Berenfeld Employees were the last line of defense that had the means and opportunity to expose the largest Ponzi scheme in Florida history. With multiple inroads to discover the Rothstein fraud, principally in its position as the Principal Conspirators' tax accountants and as the only auditor with access to verify and confirm the Principal Conspirators' settlement deal flow, the Berenfeld Employees were in the best position of any other co- collaborator to detect the Ponzi scheme. Instead, the Berenfeld Employees elected to do nothing 41 Berenfeld's Independent Auditor Report contained neither a scope of limitation nor a qualification confining their opinion. 42 It is noteworthy to mention that Berenfeld was recently reprimanded on February 28, 2008, by the Public Company Accounting Oversight Board (the "PCAOB") for what the PCAOB inspection team identified as considerable audit deficiencies. The PCAOB report revealed that lithe deficiencies identified in one of the Itterenfeldi audits reviewed included a deficiency of such significance that it appeared to the inspection team that the Finn did not obtain sufficient competent evidential matter to support its opinion on the issuer's financial statements. That deficiency was the failure to perform audit procedures related to revenue recognition. The auditing deficiency described above related to auditing an aspect of an issuer's financial statements that the issuer revised in a restatement of its financial statements, subsequent to inspection fieldwork." (emphasis added). Page 154 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726861

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint but intentionally or recklessly ignored a list of red flags as long as the list of victims. Undeniably, in failing to properly conduct its audit and failing to properly prepare the Principal Conspirators' tax returns, Berenfeld substantially assisted the perpetration of the fraud. 367. Without the Berenfeld Employees' cooperation in the conspiracy and/or gross incompetence, Rothstein's billion dollar Ponzi scheme would not have survived for as long as it did. These errors and omissions are at best examples of gross negligence and at worst evidence of Berenfeld's complicity in the Ponzi. Accordingly, Plaintiffs seek recovery from the Berenfeld Employees for their losses suffered. C. Platinum and Centurion 368. This Ponzi scheme, like so many before it, was all about the money. Money motivated the Ponzi's inception, fueled its growth, and ultimately caused its crater. 369. Over the last four years, the Principal Conspirators amassed more than a billion dollars worth of private investments, the bulk of which originated from feeder hedge funds. These hedge funds provided access to large sums of investor money and lent critical financial credibility to the legitimacy of the Principal Conspirators operations. 370. Two of the hedge funds at the center of the Rothstein scheme were Platinum and Centurion. Platinum and Centurion, by and through inter-related acting agents, managers, and officers Jack Simony ("Simony"), Ari Glass ("Glass"), Brian Jedwab ("Jedwab"), Gilad Ratter, and Mark "heir" Nordlicht ("Nordlicht"), obtained actual knowledge of the Ponzi in early 2009. However, rather then pursue their contractual rights which would have ended the fraudulent scheme, Platinum and Centurion elected to conceal the damning information, to affirmatively Page 155 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726862

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint misrepresent and/or induce other investors into the scheme, and to willfully accept payment of dirty Ponzi money. 371. As described herein, Platinum and Centurion's actions in furtherance of the conspiracy and/or substantial assistance in aiding and abetting the fraud were selfishly motivated and deliberately intended to protect their own investments to the detriment of others, including the Plaintiffs, for which they should be held liable. 372. Platinum and Centurion were both introduced to the Ponzi scheme by Levin, Preve, and Banyon in early 2008. 373. On June 26, 2008, Platinum entered into a Credit Agreement with Banyon Investments, LLC, whereby Platinum agreed to make available one hundred and fifty million dollars ($150,000,000.00) in a revolving credit line for purchase of settlement interests secured by a Second Amended & Restated Promissory Note dated September 24, 2008, in the principal amount of one hundred and fifty million dollars ($150,000,000.00). 374. On April 3, 2008, Centurion entered into a Credit Agreement with Banyon Funding, LLC, whereby Centurion agreed to make available fifty million dollar ($50,000,000.00) in a revolving credit facility for purchase of settlement interests secured43 by a Amended & Restated Promissory Note dated September 25, 2008, in the principal amount of fifty million dollars ($50,000,000.00). 375. Significantly, the Credit Agreement called for Platinum and Centurion to pre- approve any settlement interest being purchased before drawing down on the revolving credit line. As agreed, Banyon would submit a detailed Request for Advance spelling out all relevant 43 Banyon provided additional collateral for both the Platinum and the Centurion Credit Arrangements in the form of a first priority perfected lien on the interests being acquired, along with a personal guaranty from Levin. Page 156 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726863

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint terms and conditions including: (1) copies of the redacted settlement documents44; (2) the total settlement purchase price and amount of the requested advance; (3) an acknowledgement of assignment of settlement proceeds executed by Escrow Agent (RRA) and Banyon; (4) RRA's acknowledgment of defendant's payment in full on the entire settlement proceeds; and (5) a date specific schedule of loan repayment consistent with terms of the settlement agreement being purchased. 376. Platinum and Centurion knew, prior to accepting the purchase of any settlement interest, that the entire settlement proceeds were prefunded in an RRA escrow account and that each enjoyed a preferred security interest. 377. Beginning in late 2008, Centurion's Managing Director Jedwab began expressing concerns to Kalter, Glass, Simony, and Nordlicht over the dramatic increase in the settlement amounts being made available and the ever increasing rates of return. That suspicion spread, and soon Platinum and Centurion both began raising concerns over RRA's entire operations. Platinum and Centurion agreed that additional substantive due diligence was needed. 378. Because Jedwab has extensive knowledge of the settlement industry, he was designated as the lead in Platinum and Centurion's due diligence investigation. In early 2009, after several Platinum and Centurion loans became delinquent, Jedwab issued an unfavorable report highlighting significant due diligence concerns which, ultimately, caused a dramatic slow down in the amount of settlements being purchased. 44 Redacted settlement documents include: (a) a retainer agreement between escrow agent (RRA) and the putative plaintiff showing the fees paid to the escrow agent (RRA) by the putative plaintiff for the services rendered (whether contingent or otherwise); (2) a settlement agreement showing the amount of the proposed liquidated settlement payment, and the frequency and amounts of the disbursement of same by escrow agent (RRA); (3) a sale and transfer agreement executed by putative plaintiff; and (4) a sale and transfer agreement executed by Banyon. Page 157 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726864

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 379. This slowdown in funding caught Rothstein off-guard and created an unanticipated cash crunch as there was no longer a steady flow of dollars coming through the Ponzi doors. Banyon and RRA worked with Platinum and Centurion to try and assuage them to continue funding by attempting to address their most pressing concerns. 380. However, Rothstein's Ponzi deficit continued to mount and by late March, early April 2009, the burden became unmanageable. Knowing he could no longer sustain the Ponzi, Rothstein concocted a story about how Platinum's and Centurion's halt in funding caused a client settlement backlog and, as a result, he was facing imminent Florida Bar suspension and a total freeze on RRA's accounts. This was Rothstein cover story for why mounting scheduled settlement payments were not being made to Platinum and Centurion. 381. Platinum and Centurion knew that there was no such impending Bar suspension and that there was no way--absent criminal charges and issuances of an injunction--for a law firm's entire assets, including client trust accounts, to be frozen. 382. Instructively, despite Platinum's and Centurion's knowledge of a problem and rather then pursue the contractual security rights so carefully put in place to protect their interest in the event something like this happened, Platinum and Centurion proceeded in an entirely different manner. 383. As their due diligence revealed, Rothstein was engaged in a Ponzi fraud and they knew there was no money to be paid. Accordingly, Platinum and Centurion were faced with a dilemma--either (1) write down the entire investment loss and walk away, or (2) reveal to the world that they were duped into a Ponzi scheme which is tantamount to financial suicide for an investment hedge fund. Page 158 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726865

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 384. However, Platinum and Centurion did not choose either of these options and, instead, decided to pursue a third option which was to work with Rothstein and Banyon to get their money back. Platinum and Centurion understood that the more money the Ponzi scheme brought in, the more money there was to pay Platinum and Centurion back Consequently, Platinum and Centurion first agreed to forego a default of Banyon which would cast a large shadow over the entire strategy and reveal the underlying fraud. Second, Platinum and Centurion agreed to extol the virtues of the investment strategy when identified as a reference for other potential investors by Banyon and RRA. Finally, Platinum and Centurion actively assisted in helping solicit new investors by, inter alia, knowingly misrepresenting the security of their investment position and return history. 385. Platinum and Centurion followed this "game plan" by initially not defaulting Banyon despite tens of millions of dollars in delinquent scheduled payment due, electing instead to actively conceal the same from their own investors. Platinum and Centurion also extolled the virtues of the investment strategy as a reference for Banyon and RRA including, inter alia, to Gibralt US, Inc. Gibralt was an early investor through Banyon who, similar to Platinum and Centurion, grew wary of the growing case settlement pipeline. After conducting significant due diligence, on April 1, 2009, Gibralt US, Inc. decided "to pass" on continuing to purchase settlement deals. However, Banyon persuaded Gibralt to reach out to Platinum and Centurion and, on April 5, 2009, Rothstein, in an e-mail to Preve and Levin, revealed that "For what it is worth they [Gibralt] are still doing due diligence on us. They contacted art [Glass] the day after they told u they were out to see if he thought it was a solid investment and he advised absolutely yes. S0000 We shall see. Love ya Rh hood of the bronx" (emphasis added). Page 159 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726866

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint 386. Finally, Platinum and Centurion substantially assisted in inducing new investments into the scheme by knowingly misrepresenting and/or omitting material information in conversations with potential investors. By way of example, as Clockwork began undertaking its due diligence investigation, Preve suggested that Clockwork speak with some of their other big New York hedge fund investors, Platinum and Centurion. In August 2009, a Clockwork representative spoke with Simony who represented: (1) that Platinum and Centurion had conducted extensive due diligence on every aspect of the Rothstein investment and that it was a solid investment; (2) that the investments were performing and, as a result, they were continuing to invest; and (3) that they "love the opportunity" and would recommend investing with Rothstein. Simony also pointed out there initial concern over the lack of transparency regarding the identities of the parties to the settlements and were successful in negotiating with Rothstein and Banyon for the appointment of an independent third-party verifier. Michael Szafranski was chosen by Platinum and Centurion to be the independent third-party verifier because he lived in Miami and was well-known as a childhood friend to a high level executive at Platinum and Centurion (later revealed to be Kalter). Furthermore, Simony represented that Platinum and Centurion took the following actions to mitigate any risk associated with the investment: a. they required RRA to move their trust accounts from Gibraltar to TD Bank as the later was a more established international bank with presumably greater internal controls and less susceptible to possible influence by Rothstein; Page 160 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726867

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint b. they negotiated withRothstein to consent to the appointment of Michael Szafranski as a third party verifier to review unredacted settlement documentation; and c. they personally met with Spinosa and other TD representatives to confirm trust account balances on location at TD Bank branch offices. 387. Based on these affirmative misrepresentations, Razorback and D3 invested in the Ponzi scheme and lost more then fifty million dollars ($50,000,000.00). 388. Additionally, other reasonable inferences of Platinum's and Centurion's actual knowledge of the fraud and evidence of their substantial assistance in furtherance of the scheme is evidenced by: a. As alleged herein, Platinum and Centurion did not just sit idly by while Rothstein endeavored to re-direct Ponzi money back to them but, instead, actively concealed discovery of the fraud and affirmatively assisted in the inducement of other investments into the Ponzi which ultimately accelerated repayment to them. b. Following the terms of the Credit Agreement and related documentation, each Platinum and Centurion repayment was to be made pursuant to a pre- determined fixed schedule. Additionally, because the putative defendants funded the entire settlement into an RRA escrow account prior to purchase, there would never be an occasion for the funds to be missing or a plausible explanation for why funds needed to be borrowed. Moreover, it is inconceivable that Platinum and Centurion would receive any loan Page 161 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726868

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint repayment from RRA instead of Banyon, as the loan obligation was exclusively Banyon's. Yet, as revealed in an April 29, 2010 e-mail correspondence from Rothstein to Simony, Platinum and Centurion knowingly accepted "borrowed" funds not from RRA's escrowed trust accounts. "I have borrowed the 15m [$15,000,000.00] to pay platinum this week." (emphasis added). The e-mail alone is direct evidence of the fraud because, as stated supra, Platinum and Centurion knew that Rothstein should not need to borrow any money to secure repayment and likewise knew that their repayment should be from Banyon Funding, LLC and not from RRA. c. On April 8, 2009, Levin sent a letter to Centurion expressing "deep[] concern[s] about [Centurion's] unilateral decision to cease funding and the position this has placed Banyon relative to other third parties." In the same letter, Levin articulates that he is troubled by Centurion's refusal "to share the results of your due diligence investigations" despite several days of meetings with Rothstein which apparently raised considerable red flags; d. On April 13, 2009, Will Slota of Platinum Partners the general partner of Platinum wrote to Preve copying Nordlicht, An Glass, and J. San Filippo of Platinum expressing concern over receipt of an unexplained partial payment stating that, "Moments ago, Banyon Investments Collection received a wire in the amount of $256,250. . . The payment amount due to Banyon Investments Collection today is $7,765,300.94 [not 256,250]. Page 162 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726869

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint Please advise." Based upon the deal structure and the unambiguous representation that the settlement money was pre-funded and being held in a designated escrow account, a partial payment cannot be explained and further confirmed what they already knew, namely that this was fraud; e. Later that day after completing a $3,666,666.67 wire transfer, Rothstein writes to Simony stating "jack, I will be awaiting receipt of one half [of the wire amount] back today as per your direct assurances." This type of circular funding is a core component for perpetrating a Ponzi scheme and serves as prima facia evidence on the parties agreement to defraud; f. On May 1, 2009 Nordlicht sent Rothstein an e-mail concerning a suspicious investor "who is going to blow up my fund on mon and create major headaches for all involved. [The investor] wants to do it now already but I held him off by saying I gave george [Levin] my word. Please any wire at all is mustered today will help stabilize the situation even if full amount doesn't come until Monday. PLEASE HELP-I'm dying here ...."; g. On May 6, 2009, Rothstein e-mails Nordlicht that "Obviously, given these and all the other pendent circumstances, Banyon and my firm expect that you will not issue a default against Banyon. I am certain that given all of our conversations and all that has transpired, you understand that such an act would serve no one's purpose, with a result none of us want."; Page 163 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726870

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint h. Later that day, Preve sent Rothstein an e-mail relaying a message that "Jack [Simony] asked if you could look at sending something to the other two funds to keep them quiet as well i. On May 7, 2009, Nordlicht e-mailed Preve stressing that he needs $6,500,000.00 "for [P]latinum today whether it be from yesterdays funds or if the bar releases everything. I cannot nail down nav without it and investors are starting to ask q's. MUST HAVE TODAY." This e-mail was followed by an e-mail from Preve to Rothstein writing that "Jack [Simony] seems to think Mark [Nordlicht] is going off the deep end says they need something to keep them alive j. On May 11, 2009, Rothstein sent Preve an e-mail entitled "WIRE" stating that "According to Jack [Simony] everybody is on board with our game plan this week."; k. On May 18, 2009 there is a series a significant e-mails which starts with one from Nordlicht to Preve and Simony beginning "Frank — just a friendly reminder we are behind 1.5 million from the end of last month and have an additional 15 [million] due today. I am told centurion and level 3 are owed 1.5 each today as well. Hopefully the logjam is breaking. Don't mean to be a nag (we leave that to Jack) but feeling a lot of pressure on my end." Preve then forwards the e-mail onto Rothstein who answers, "What the hell is that bullshit about u being concerned about the lack of direct releases...0 make me sound like the problem. And I didn't start this Page 164 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726871

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint shit. Don't hang me out to dry with these motherfuckers." Finally, Preve replies, "....concerned? I am petrified....if word gets out that we are $125m past due we will never see another cent in r d party fundings including the PPM. We will have the auditors looking at the books in another 12 days and that also gives me great concern....it is so easy to see the sudden lack of releases and you know auditors...everything has to be explained in footnotes....and by the way, no one if throwing you under the bus....all we have done is support you at every single turn and we will continue to do so. The fact that I am concerned that 25% of our portfolio is past due should not come as a surprise to you. to the Bar, to God, or to anyone else that notices that I am walking around smelling like I just peed my pants "(emphasis added); I. On June 9, 2009, Simony received an e-mail from Preve entitled "UPDATE" — "Sent 500k to Cent and 500k to Level 3 because Mark [Nordlicht] said to do it per Scott. Tomorrow is 1m [$1,000,000.00] for Plat and 500k for each of the little guys." On June 10, 2009, Simony responds writing, "Hey frank - Hope all is well. Can it be changed to both million go platinum today? Let me know."; m. Again on June 23, 2009 after Preve e-mailed Simony to expect tomorrow "1.5m Plat, 250k Cent, 250k L3" Simony responds requesting "to have 500 go to Cent this time and next time send 500 to L3? Simply internal pressures, please let me know."; and Page 165 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726872

Razorback Funding, LLC, et at, v. Scott W. Rothstein, et at Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint n. On October 15, 2009, Preve writes Rothstein that he "Need[s] to send something so I can send something to Jack -- he is key figure now in acting as go between forf [sp] the new hedge fund investors and Centurion/Platinum....they are deeply suspicious that no one from Plat is calling them back. If Jack is going to risk his credibility, he needs to be compensated o. According to Scott Rothstein, Preve and Simony worked on numerous "side deals" whereby the two men individually profited through lucrative commissions and finders fees by inducing other investors into the Ponzi 389. Through their actions and omissions, Platinum and Centurion fraudulently inflated their investment returns using Ponzi money to repay what would otherwise be significant realized losses. 390. Platinum and Centurion had first-hand information of damaging facts, evincing their knowledge and ultimately, rendering them liable to Plaintiffs for their damages suffered. XI. Jurisdiction and Venue 391. This court has jurisdiction over this matter as an action for damages in excess of $100,000,000.00 exclusive of attorneys' fees, costs and interest. 392. Venue is appropriate Broward County, Florida, pursuant to § 47.011, Fla. Stat., because the cause of action accrued in Broward County, Florida. 393. All conditions precedent, if any, have been met, waived or excused. 394. Plaintiffs have retained the undersigned firm and have agreed to pay it a reasonable fee. Page 166 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726873

Razorback Funding, LLC, et aL, v. Scott W. Rothstein, et aL Complex Litigation Division - Case No.: 09-062943 (19) Third Amended Complaint Page 167 of 2210 CONRAD & SCHERER, LLP, 633 SOUTH FEDERAL HIGHWAY, FORT LAUDERDALE, FL 33301 EFTA00726874