FILED: NEW YORK COUNTY CLERK 03/04/ :38 AM INDEX NO /2015 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/04/2015

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1 FILED: NEW YORK COUNTY CLERK 03/04/ :38 AM INDEX NO /2015 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 03/04/2015 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK X JOSEPH RAHMANI, in his Individual Capacity, and as and a 33.33% partner in and on behalf of VENTURE CAPITAL PROPERTIES LLC and DANIEL RAHMANI individually and on behalf of his team of agents and brokers, Index No.: Complaint Filed: - against - Plaintiffs, VENTURE CAPITAL PROPERTIES LLC, ARASH RAHMANI a/k/a JOSH RAHMANI, EBI KHALILI, EVAN WEBER, PRIME ESSENTIALS LLC, EMPIRE CAPITAL HOLDINGS LLC a/k/a EMPIRE CAPITAL HOLDINGS (NY) LLC, HEDGE FUND HOLDINGS LLC, MARK WINTER- GITTELSON, AARON BERGMAN, and "JOHN DOE #1" through "JANE DOE #5", and "ABC CORP #1" through "ABC CORP #5" the last 10 names being fictitious and unknown to the Plaintiffs, the persons or parties intended being the creditors, debtors, claimants or holders of claims against, or equitable interest in, Venture Capital Properties LLC and brokers, agents, servants, employees, members, or assigns or alter-egos thereof or other defendants as described in the verified complaint, Defendants X ================================================================= PLAINTIFFS MEMORANDUM OF LAW IN SUPPORT OF THEIR ORDER TO SHOW CAUSE FOR TEMPORARY RESTRAINING ORDER =================================================================

2 TABLE OF CONTENTS PRELIMINARY STATEMENT...1 STATEMENT OF FACTS...3 ARGUMENT...5 I. PLAINTIFFS ARE ENTITLED TO A PRELIMINARY INJUNCTION...5 A. Likelihood of Success...6 B. Danger of Irreparable Injury...8 C. Balance of Equities...10 D. Granting of The Relief Is Essential To Maintain The Status Quo...10 II. PLAINTIFFS ARE ENTITLED TO ESTABLISHMENT OF A LOCK-BOX OR APPOINTMENT OF A RECEIVER..11 III. PLAINTIFFS ARE ENTITLED TO ARTICLE 7 DISSOLVING AND LIQUIDATING THE LLC AND ANCILLARY STATUTORY AND EQUITABLE RELIEF WITH THE BALANCE OF THEIR CLAIMS BEING SEVERED FOR FURTHER ADJUDICATION..12 CONCLUSION...12

3 TABLE OF AUTHORITIES Cases 35 New York City Police Officers v. City of New York, 34 AD3d 392, 394 [1st Dept 2006]... 8 Bachman v. Harrington, 184 N.Y. at 464, 77 N.E In re 1545 Ocean Ave., LLC, 72 A.D.3d 121, 893 N.Y.S.2d 590 [2d Dept 2010]... 7 In re the Sieni v. Jamsfab, LLC, 2013 WL [Sup Ct. Suffolk County 2013] )... 7 Jones v. Park Front Apartments, LLC, 901 N.Y.S.2d 46, 47, 73 A.D.3d 612, 612 (1 st Dept. 2010)... 6 Matter of Brandt, 81 A.D.2d 268 [1st Dept. 1981]... 8 Natanel v. Cohen, 43 Misc.3d 1217, 988 N.Y.S.2d 524, 524, [Sup.Ct. Kings County 2014]... 7 Nobu Next Door, LLC v. Fine Arts Hous., Inc., 4 N.Y.3d 839, 840, 800 N.Y.S.2d 48, 833 N.E.2d 191 [2005]... 6 S. Amherst, Ltd. v. H.B. Singer, LLC, 786 N.Y.S.2d 573, 575 (2d Dep t 2004)... 6 Somers Assoc., Inc. v. Corvino, 156 A.D.2d 218, 219 [1st Dept 1989].... 8, 10 W.T. Grant Co. v. Srogi, 52 N.Y.2d 496, 517, 438 N.Y.S.2d 761, 420 N.E.2d 953 [1981];... 6 Statutes CPLR CPLR CPLR 6313(a)... 6 LLCL LLCL , 7 LLCL LLCL

4 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK X JOSEPH RAHMANI, in his Individual Capacity, and as and a 33.33% partner in and on behalf of VENTURE CAPITAL PROPERTIES LLC and DANIEL RAHMANI individually and on behalf of his team of agents and brokers, Index No.: Complaint Filed: - against - Plaintiffs, VENTURE CAPITAL PROPERTIES LLC, ARASH RAHMANI a/k/a JOSH RAHMANI, EBI KHALILI, EVAN WEBER, PRIME ESSENTIALS LLC, EMPIRE CAPITAL HOLDINGS LLC a/k/a EMPIRE CAPITAL HOLDINGS (NY) LLC, HEDGE FUND HOLDINGS LLC, MARK WINTER- GITTELSON, AARON BERGMAN, and "JOHN DOE #1" through "JANE DOE #5", and "ABC CORP #1" through "ABC CORP #5" the last 10 names being fictitious and unknown to the Plaintiffs, the persons or parties intended being the creditors, debtors, claimants or holders of claims against, or equitable interest in, Venture Capital Properties LLC and brokers, agents, servants, employees, members, or assigns or alter-egos thereof or other defendants as described in the verified complaint, Defendants X PRELIMINARY STATEMENT This Court respectfully should grant plaintiffs motion for an order and judgment as follows: (A) (1) concerning the First Cause of Action set forth in the Petition/Complaint, Judgment per LLCL 701 and/or LLCL 702 for Judicial Dissolution of Venture Capital Properties LLC (the LLC ); (2) per LLCL 703, appointment of a receiver or liquidating trustee to wind up the affairs of the LLC; (3) per LLCL 704 issue a dissolution order under which the assets shall be distributed, beginning with all creditors; direct an accounting of all parties; and assess and apportion damages against the defendants, one or more of them, and as otherwise set forth therein; (B) concerning the Second Cause of Action set forth in the

5 Petition/Complaint, (1) mandatorily requiring all defendants to take appropriate steps to restore Plaintiffs access to their and the LLC s clients, books, records, premises and offices, and staff and restraining the defendants from preventing plaintiffs free access thereto, and reestablishing website profiles for the Plaintiffs on the LLC s website and other publications; (2) preventing and enjoining the defendants from exercising any control over the bank of the LLC s, or using any such funds to pay for their personal expenses, except in the ordinary course of business; (3) enjoining and preventing defendants from disparaging or further maligning the Plaintiffs; (4) mandatorily requiring defendants to redeposit sums and monies taken from the LLC and belonging in part or in whole to Plaintiffs; (5) enjoining defendants from further converting or removing funds or fees or monies belonging to the LLC and mandatorily requiring that all such monies be deposited into a lock-box with no disbursement therefrom absent unanimous consent of the LLC s partners, or by further order of the court, excepting only ordinary course of business expenditures and disbursements, or, in the alternative, for appointment of a receiver to manage and oversee the business affairs of the LLC; and (C) severing and continuing Causes of Action Three through Seventeen therein, (D) and such other and further relief as is just and appropriate. This application is being brought by Order to Show Cause in lieu of a Notice of Petition per CPLR 403(d). The Petition/Complaint seeks mixed special proceeding and standard claims so the Plaintiffs are to be deemed Petitioners, the Defendants are to be also deemed Respondents, and the Complaint is also to be considered a Petition. Many of the documents needed to finalize this matter, e.g. LLC operating agreement, are in the control and possession of the Defendants, who have physically locked out the Plaintiffs from the LLC s premises and confiscated their physical and electronic records and access thereto. 2

6 STATEMENT OF FACTS Plaintiffs respectfully include all factual allegations and sworn statements by reference to the affidavit of Joseph Rahmani and to the Petition/Complaint. In essence, Venture Capital Properties LLC, a NYC Commercial Real Estate Brokerage, has three equal equity partners: Plaintiff Joseph Rahmani, and defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili. A few years ago, the three partners established a team system for establishment of fee splits and commissions. This system was brought about by majority vote of the two partner defendants. In accord with this majority directive, it was agreed that if one partner s team made and closed a deal without involvement of the other two teams, the entire commission would go to team that closed the deal. If two teams were involved in the deal, they would split the entire commission. All other fee splits remained the same with the exception of deals involving VCPs three main sales agents, Daniel Rahmani, Soly Halabi and Vladimire Kovelenko ( excluded sales agents ). Each of these excluded sales agents would receive varying rates of commissions for deals in which they were listing or buyer agents, selling agents, or on both sides of the deal (between 70-75%). The balance would then either be paid to the LLC, or, in the case where one of the LLC s partners was solely involved in the deal, the balance would then go to that partner. A dispute has arisen between the VCP partners, two of them (defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili) claiming that on one or more deals commission splits were retained by that partner (plaintiff Joseph Rahmani) instead of those splits going to the LLC where the three partners would share equally. Plaintiff Joseph Rahmani denies that allegation, and asserts instead that his two partners need to account for monies and other assets of the LLC 3

7 that were disproportionately taken, used and converted by them for their use and benefit by entities they own or control, to wit: defendants Prime Essentials LLC, Empire Capital Holdings LLC a/k/a Empire Capital Holdings (NY) LLC, and/or Hedge Fund Holdings LLC; and, pay to him at least $925, of unpaid commissions and expense reimbursement, and pay to Plaintiff Daniel Rahmani unpaid and due and owing sales commissions of at least $360, In addition, the dispute has boiled over because defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili, and perhaps other defendants, have impermissibly used self-help.. The two defendant partners have purported to fire their partner, Plaintiff Joseph Rahmani, asserting that he and his brother, Plaintiff Daniel Rahmani, stole, embezzled, converted or otherwise took for themselves LLC fees or distributions in excess of their entitled amounts. As part of this assertion, the two defendant partners, with the assistance and aid of Defendants Mark Winter-Gittelson, Aaron Bergman and perhaps others have locked out the plaintiffs from the LLC s premises, seized and converted their books, records, computers, suspended their accounts, and have removed and secreted LLC bank accounts, and have withheld commissions due. In addition, they continued to defame and malign the Plaintiffs, and used Plaintiffs s, customer lists, and other materials for their own benefit. In many ways, these current acts of these defendants have gunny sacked all their previously voiced opinions that they are somehow more valuable and more worthy to VCP s operations than their partner. These pent up frustrations boiled over when their prior unauthorized acts of misuse of their majority interest in the LLC to divert its assets and resources to benefit other entities they own or control, to wit, defendant Prime Essentials LLC, Empire Capital Holdings LLC a/k/a Empire Capital Holdings (NY) LLC, and Hedge Fund Holdings LLC, and by they converting commissions due to their partner or the LLC by manipulating agent 4

8 team membership, were called to the forefront. These conflicting claims and assertions will no doubt be played out in this court, but it is apparent that Plaintiffs will achieve success in its application for Article 7 judicial dissolution of the LLC because these disputes have caused a prohibition of the proper continuation of the LLC s business such that it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement. The documentary proof shows that the defendant partners too agree that continuation of the business is in no one s best interest. There can be no dispute that until this litigation is decided, the Defendants must be enjoined and prevented from disparaging the Plaintiffs, converting their clients, properties and assets, and preserving all monies that may be due to the Plaintiffs (as determined by an Accounting) concerning all deals that have already closed, all deals that are in contract but have not closed, and all potential deals that have not yet been contracted. Until then, the court must act to restore status quo and prevent the defendants from doing further financial and moral havoc. ARGUMENT I. PLAINTIFFS ARE ENTITLED TO A PRELIMINARY INJUNCTION Plaintiffs sufficiently meet the requirements for a preliminary injunction as Plaintiffs are likely to prevail on the merits of their claims against Defendants. Plaintiffs will be irreparably harmed by Defendant s actions absent the sought relief, and the balance of equities tips decidedly in Plaintiffs favor. To be entitled to a preliminary injunction, a plaintiff must show a likelihood of success, 5

9 the danger of irreparable injury, and that the balance of equities are in his or her favor (see Nobu Next Door, LLC v. Fine Arts Hous., Inc., 4 N.Y.3d 839, 840, 800 N.Y.S.2d 48, 833 N.E.2d 191 [2005]; W.T. Grant Co. v. Srogi, 52 N.Y.2d 496, 517, 438 N.Y.S.2d 761, 420 N.E.2d 953 [1981]; CPLR 6301). To be entitled to a mandatory injunction, plaintiff must also demonstrate that the granting of the relief is essential to maintain the status quo pending trial of the action Jones v. Park Front Apartments, LLC, 901 N.Y.S.2d 46, 47, 73 A.D.3d 612, 612 (1 st Dept. 2010)(upholding the grant of a mandatory injunction, authorities omitted). Pursuant to CPLR 6313(a), a preliminary injunction should be granted where a party threatens or is about to do, or is doing or procuring or suffering to be done, an act in violation of the plaintiff s rights respecting the subject of the action. See also, CPLR New York courts interpret these provisions to require that a party seeking interim relief demonstrate a probability of success in the action, a danger of irreparable injury in the absence of the injunction, and a balancing of the equities in favor of the moving party. S. Amherst, Ltd. v. H.B. Singer, LLC, 786 N.Y.S.2d 573, 575 (2d Dep t 2004). A. Likelihood of Success Plaintiff Joseph Rahmani has a variety of causes of action, the central one being for dissolution of Venture Capital Properties LLC. Article 7 of the Limited Liability Company Law governs dissolution of the company. LLCL 701 provides that where dissolution is addressed in the operating agreement, dissolution occurs, first, upon the latest date on which the company is to dissolve under the terms of the articles of organization or operating agreement or upon the happening of an event set forth therein or upon the entry of a decree of judicial dissolution pursuant to LLCL 702 (see LLCL 701 [emphasis added] ). 6

10 LLCL 702 governs judicial dissolution and provides as follows: [o]n application by or for a member, the supreme court in the judicial district in which the office of the limited liability company is located may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement (LLCL 702; [emphasis added] ). Where an operating agreement does not address certain topics, appellate case authorities have instructed that a limited liability company is bound by the default requirements set forth in the LLCL (see In re 1545 Ocean Ave., LLC, 72 A.D.3d 121, 893 N.Y.S.2d 590 [2d Dept 2010]). Accordingly, where there is no operating agreement, or where one exists but does not provide for dissolution, the provisions of LLCL 702 alone control the company s dissolution (see id.; Natanel v. Cohen, 43 Misc.3d 1217, 988 N.Y.S.2d 524, 524, [Sup.Ct. Kings County 2014]; see also In re the Sieni v. Jamsfab, LLC, 2013 WL [Sup Ct. Suffolk County 2013] ). Here, dissolution has to occur, either by application of the operating agreement, or by operation of law. This is because defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili, by purported exercise of majority right under the parties operating agreement, have elected to do just that, albeit they call it a firing of their partner. If they had to right to terminate the LLC, then there needs to be a windup, which should include an accounting and maintaining the business until such liquidation may be maintained. Alternatively, if the exercise of termination was unlawful, the Court could still legally order dissolution as it is hard to imagine a scenario where this LLC could properly continue its business as a commercial real estate brokerage house given the actions of defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili. Conversely, Plaintiff Joseph Rahmani asserts that his partners have wasted and converted 7

11 assets of the LLC. In order to demonstrate waste of the partnership assets and funds a party must show that funds and assets of the partnership have been diverted for improper or unnecessary purposes, thus diminishing the value of the partnership. Matter of Brandt, 81 A.D.2d 268 [1st Dept. 1981]. Here, the defendants have used LLC funds, assets, personnel, good will, and monies to fund or jumpstart other entities they own and control. Indeed, much of their time has been devoted to those other endeavors, in contradiction of their fiduciary duties to the LLC and the Plaintiff. B. Danger of Irreparable Injury An injunction, whether preliminary or permanent, will be granted where a plaintiff demonstrates that it will suffer irreparable harm absent the injunction. 35 New York City Police Officers v. City of New York, 34 AD3d 392, 394 [1st Dept 2006]. Alleging facts indicating that a party cannot be fully compensated by an award of monetary damages is the sort of irreparable injury which is prerequisite to the granting of an injunction. Somers Assoc., Inc. v. Corvino, 156 A.D.2d 218, 219 [1st Dept 1989]. Such an injury can include where the waste of assets of an entity in which a party has a financial interest can be established. Id. If the court is to order dissolution, then all assets of the LLC need to be accounted for and preserved. The duty upon dissolution is to equitably adjust and distribute the remaining assets, once creditors are paid. The court typically will do this via accounting, and if one party is resistance or recalcitrant, by lock-box arrangement or receivership. Here, we have two defendants who shamelessly and brazenly cleaned out the LLCs bank accounts, chain locked the doors of the LLC, converted physical and electronic LLC records and dismantled Plaintiffs access to , bank accounts, customer lists, etc. as a purported corollary to their firing of their partner. 8

12 This LLC has many deals in the works and there are many further dollars and revenues to be collected. In order for the dissolution process to have meaning and effect, the defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili have to be prevented from further fleecing of the LLC and lining their pockets and those of their alter-ego entities, with monies that rightfully belong to Plaintiff Joseph Rahmani. Similarly, they need to be stopped, from stealing monies and commissions that are legally due to Plaintiff Daniel Rahmani, and LLC agent, simply because he is the brother of the ousted partner. Without access to electronic and physical records, many deals that are in the works or are set to close could be lost. Plaintiffs cannot read their s, get their phone messages, or otherwise engage in earning a living. Conversely, these defendants must be stayed and stopped from using the same to essentially poach or convert Plaintiffs clients and business to their own. Plaintiffs will be harmed by defendants ability to access the LLC s assets and funds during this dispute, as defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili have demonstrated an attitude, if not a sense of entitlement, towards Partnership money as being available to them for their personal and improper uses. Plaintiffs will also be harmed by defendants Arash Rahmani a/k/a Josh Rahmani, Ebi Khalili Mark Winter-Gittelson and/or Aaron Bergman ability to openly communicate with the LLC s clients as these defendants have not demonstrated a willingness to act in either the LLC s best interests, or the best interests of its clients, preferring instead to tout their personal motivations first. Defendants Arash Rahmani a/k/a Josh Rahmani, Ebi Khalili Mark Winter-Gittelson and/or Aaron Bergman attempts to convert and turn clients against Plaintiffs would cause irreparable harm to the Plaintiffs by frustrating their ability to collect on currently contracted and 9

13 business, many of which still require skilled negotiation by Plaintiffs, and future deals. C. Balance of Equities As to a balancing of the equities, the plaintiff must establish that the hardship sustained by plaintiffs as a result of the imposition of the preliminary injunction would be less than any hardship which he might experience as a result of its denial. Somers Assoc., Inc. v. Corvino, supra]. There is no harm to defendants should the court issue a stay. Business continues as usual and all monies that are to be earned stay safe in a lock box. The plaintiffs are restored to access to the premises and continue acting respectively as a partner and an agent. All sides refrain from disparaging and defaming the other. In short, business continues like it did before the defendants unilaterally and without justification pulled the plug. Plaintiffs do not seek to deprive defendants of any right they may have to the LLC or its assets or collectibles. However, defendants are, by their actions, words and publications, falsely telling the world that the Plaintiffs are no good, that the defendants are the sole owners of the LLC, and that all business of the LLC goes through them and not the plaintiffs. Defendants actions are damaging to the LLC and to its clients and in order to protect the best interest of the LLC and the best interest of its clients, the defendants must be stopped immediately. D. Granting of The Relief Is Essential To Maintain The Status Quo [W]here the complainant presents a case showing or tending to show that affirmative action by the defendant, of a temporary character, is necessary to preserve the status of the parties, then a mandatory injunction may be granted (Bachman v. Harrington, 184 N.Y. at 464, 77 N.E. 657). Here, defendants have engaged in unilateral, baseless and illegal lockout of the plaintiffs 10

14 and conversion of assets and property that belong, in whole or in part to the plaintiffs. If the court denies the dissolution application, then the LLC business continues and the Plaintiff has the legal right to participate in the business. That right has unilaterally been taken from him. If the court grants the dissolution application, then a wind-up phase occurs. As the LLC s affairs are being wound up, the Plaintiff still has the right to participate in the business affairs until final dissolution is had. As the Court can see, there is no scenario where lock-out is authorized or permissible. The Status Quo that must be preserved is business as usual. Here, defendants Arash Rahmani a/k/a Josh Rahmani and Ebi Khalili have already considered themselves entitled to expel their Plaintiff partner without any notice of expulsion, and without calling and holding a meeting. These defendants essentially are asserting that the LLC, and its assets and holdings, suddenly became exclusively theirs. Their scheme to oust, expel, exclude and marginalize the plaintiffs include preventing them from submitted the documents and proofs that establish the wrongfulness of the defendants action. II. PLAINTIFFS ARE ENTITLED TO ESTABLISHMENT OF A LOCK-BOX OR APPOINTMENT OF A RECEIVER Under LLCL 703, the court may appoint a receiver or liquidating trustee to wind up the affairs of the company while LLCL 704 mandates that, in the event of dissolution, a dissolution order be issued under which the assets shall be distributed, beginning with all creditors. In order to preserve the status quo, it is imperative that all assets be marshalled, and the 11

15 all sums due and owing to the LLC, and hence are available for distribution or liquidation, be retained. In this regard, the Court has the power to establish a Lockbox, enforceable via this Court s contempt powers, or by installing a receiver or liquidating trustee to marshal and supervise assets, again under the direction and order of the Court. Either directive will not interfere in any way, or cause any prejudice to the defendants, as the Court can specify the customary powers and obligations and duties of all parties, including allowing ordinary course expenditures to continue. III. PLAINTIFFS ARE ENTITLED TO ARTICLE 7 DISSOLVING AND LIQUIDATING THE LLC AND ANCILLARY STATUTORY AND EQUITABLE RELIEF WITH THE BALANCE OF THEIR CLAIMS BEING SEVERED FOR FURTHER ADJUDICATION. For the same reasons and same authorities set forth above, the Plaintiffs are entitled to Article 7 relief and ancillary relief. As to the remaining non-dissolution claims, which constitute the causes of action in the Petition/Complaint beyond the Second Cause of Action, they should continue unabated or be severed. CONCLUSION The Court should issue an order and judgment: (A) (1) concerning the First Cause of Action set forth in the Petition/Complaint, Judgment per LLCL 701 and/or LLCL 702 for Judicial Dissolution of Venture Capital Properties LLC (the LLC ); (2) per LLCL 703, appointment of a receiver or liquidating trustee to wind up the affairs of the LLC; (3) per LLCL 704 issue a dissolution order under which the assets shall be distributed, beginning with all creditors; direct an accounting of all parties; and assess and apportion damages against the defendants, one or more of them, and as otherwise set forth therein; (B) concerning the Second 12

16 Cause of Action set forth in the Petition/Complaint, (1) mandatorily requiring all defendants to take appropriate steps to restore Plaintiffs access to their and the LLC s clients, books, records, premises and offices, and staff and restraining the defendants from preventing plaintiffs free access thereto, and reestablishing website profiles for the Plaintiffs on the LLC s website and other publications; (2) preventing and enjoining the defendants from exercising any control over the bank of the LLC s, or using any such funds to pay for their personal expenses, except in the ordinary course of business; (3) enjoining and preventing defendants from disparaging or further maligning the Plaintiffs; (4) mandatorily requiring defendants to redeposit sums and monies taken from the LLC and belonging in part or in whole to Plaintiffs; (5) enjoining defendants from further converting or removing funds or fees or monies belonging to the LLC and mandatorily requiring that all such monies be deposited into a lock-box with no disbursement therefrom absent unanimous consent of the LLC s partners, or by further order of the court, excepting only ordinary course of business expenditures and disbursements, or, in the alternative, for appointment of a receiver to manage and oversee the business affairs of the LLC; and (C) severing and continuing Causes of Action Three through Seventeen therein, (D) and such other and further relief as is just and appropriate. Dated: March 2, 2015 Bronx, New York Respectfully submitted, Michael H. Maizes, Esq. Maizes & Maizes, LLP Attorneys for Plaintiffs 2027 Williamsbridge Road Bronx, New York (718)

17 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK X JOSEPH RAHMANI, in his Individual Capacity, and as and a 33.33% partner in and on behalf of VENTURE CAPITAL PROPERTIES LLC and DANIEL RAHMANI individually and on behalf of his team of agents and brokers, Index No.: Complaint Filed: - against - Plaintiffs, VENTURE CAPITAL PROPERTIES LLC, ARASH RAHMANI a/k/a JOSH RAHMANI, EBI KHALILI, EVAN WEBER, PRIME ESSENTIALS LLC, EMPIRE CAPITAL HOLDINGS LLC a/k/a EMPIRE CAPITAL HOLDINGS (NY) LLC, HEDGE FUND HOLDINGS LLC, MARK WINTER- GITTELSON, AARON BERGMAN, and "JOHN DOE #1" through "JANE DOE #5", and "ABC CORP #1" through "ABC CORP #5" the last 10 names being fictitious and unknown to the Plaintiffs, the persons or parties intended being the creditors, debtors, claimants or holders of claims against, or equitable interest in, Venture Capital Properties LLC and brokers, agents, servants, employees, members, or assigns or alter-egos thereof or other defendants as described in the verified complaint, Defendants X ================================================================= PLAINTIFFS MEMORANDUM OF LAW IN SUPPORT OF THEIR ORDER TO SHOW CAUSE FOR TEMPORARY RESTRAINING ORDER ================================================================= MAIZES & MAIZES, LLP Attorneys for Plaintiff 2027 Williamsbridge Road Bronx, NY (718)