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1 FILED: NEW YORK COUNTY CLERK 04/03/2014 INDEX NO /2014 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/03/2014 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x VINLAND CAPITAL INVESTMENTS, LLC Plaintiff, Index No. - against - : VERIFIED COMPLAINT PEAK VENTURE PARTNERS LLC, OMAR AMANAT, PEAK HOTEL & RESORTS GROUP LIMITED, AMAN RESORTS GROUP LIMITED Defendants x Plaintiff Vinland Capital Investments, LLC ("Plaintiff' or "Vinland"), by its attorneys, Herrick, Feinstein, LLP, as and for its Verified Complaint against Peak Venture Partners LLC ("Peak Venture"), Omar Amanat ("Amanat"), Peak Hotel & Resorts Group Limited ("Peak Hotel"), and Aman Resorts Group Limited ("Aman Group"; Peak Venture, Peak Hotel and Aman Group hereinafter, collectively, the "Peak Group"), alleges as follows: NATURE OF THE ACTION 1. As alleged in detail below, this action arises out of a breach by the Peak Group of an exclusive capital sourcing agreement entered into with Vinland in New York, and fraudulent conduct, by Amanat and the Peak Group, directed at Vinland within this State. 2. More specifically, through Section 8.3 of a contract, dated December 13, 2013 (the "Exclusive Capital Sourcing Contract"), Amanat and Peak Venture, acting as duly authorized agents for Peak Hotel and the Aman Group, expressly granted to Vinland the exclusive right to source capital for the acquisition of Silverlink Resorts Limited, an entity which, upon information and belief, at the time owned all of the issued and outstanding shares of Aman Resorts, Inc. Aman Resorts, Inc., itself, is a world premier international hotel group

2 which operates 26 super-luxury hotel properties under the "Aman" brand and trademark in 18 countries throughout the world. Vinland's exclusive right to source the capital, for the purchase of the Aman Resorts, was hence incredibly valuable. 3. As alleged further below, prior to entering into the Exclusive Capital Sourcing Contract, Amanat and his entities, the Peak Group, had or were about to secure the exclusive right to complete the acquisition of Aman Resorts, but Amanat was having difficulty raising requisite capital necessary to complete and close the transaction. 4. In or around December of 2013, Amanat, on behalf of himself, and as agent for his related entities, including the members of the Peak Group, approached Vinland in New York City to request Vinland's providing critical services in connection with the Peak Group's potential purchase of Aman Resorts, to wit: utilizing Vinland's extensive network of connections, among capital providers and institutional investors, to seek out an investor, or investors, to provide necessary financing for the acquisition. 5. Ultimately, Vinland and Amanat, acting as a duly authorized agent for the Peak Group, agreed that Vinland would be granted the exclusive right to source the capital for the target acquisition and would be compensated accordingly for those efforts. 6. That agreement was eventually placed into the written Exclusive Capital Sourcing Contract, which provided that the Peak Group was granting to Vinland "the exclusive right to source capital for the acquisition of the [Aman Resorts] Target Group until 9:00 am Eastern Standard Time on Monday January 13, 2014." By granting such exclusivity, the Peak Group was accordingly prohibited from seeking capital from alternative sources unrelated to Vinland without Vinland's intermediation or participation, during the exclusivity period.

3 7. Amanat is a sophisticated business person, and was well aware of the customs, procedures and requirements in effect at reputable financial institutions. Among other things, Amanat was well aware of the requirement for reputable institutional investors to conduct a "KYC" or "Know Your Customer/Client" investigation prior to entering into any transaction such as being sourced by Vinland. 8. At the time the Exclusive Capital Sourcing Contract was being negotiated, Amanat was well aware that any "KYC investigation" of Amanat would turn up extensive troubling and unsavory information about Amanat and Peak Venture's past business dealings, its reputations and bona fides. 9. Indeed, as set forth in detail below, Amanat was well aware that any such KYC due diligence would turn up numerous reported court decisions, issued by a United States Federal Court, which include findings that Amanat had engaged in fraudulent and troubling activities, such as the backdating of documents for fraudulent purposes, and active concealment of assets, so as to avoid compliance with duly issued court judgments. 10. After entering into the Exclusive Capital Sourcing Contract, Vinland, unaware of Amanat's insalubrious reputation, did engage in extensive efforts to source capital utilizing Vinland's extensive contacts within the industry. Ultimately, during the exclusivity period, Vinland did source one major financial institution, The Rhône Group ("Rhône"), which upon information and belief was ready willing and able to provide necessary capital to the Peak Group, to fund the purchase transaction, pending the results of requisite and customary KYC due diligence regarding Amanat and the Peak Group. 11. However, upon information and belief, notwithstanding Vinland's exclusive rights to source capital on behalf of the Peak Group, the Defendants, through its representatives, 3

4 affiliates, subsidiaries, agents, employees, and others, during the agreement's exclusivity period, sought out and sourced capital and financing from third parties without prior notice to Vinland, and without prior consent, all in violation of the agreed upon Exclusive Capital Sourcing Contract. 12. Indeed, upon information and belief, Amanat and the Peak Group began to source capital from Vladislav Doronin (alk/ai Vladimir Doronin), a well-known Russian oligarch, during the exclusivity period and at a time when the Peak Group was already negotiating with Rhône, the financial institutional successfully sourced by Vinland. During this period, Rhône and Vinland were extensively engaged in due diligence efforts and devoted substantial resources, manpower and expenses to meet deadlines set by Defendants necessary to complete their acquisition of Aman Resorts. 13. While the Peak Group purported to cancel the Exclusive Capital Sourcing Contract, on or about January 13, 2014, upon information and belief the Peak Group had by that time already located the capital necessary to close the transaction; capital that the Peak Group had sourced during the exclusivity period without notice to, consent or participation by Vinland, deliberately deceiving Rhône and Vinland to waste their money, time and efforts, and accordingly, expressly in violation of the Exclusive Capital Sourcing Contract. 14. Ultimately, upon information and belief, and as reported by various industry news sources, the Peak Group did close on the transaction, upon information and belief purchasing the Aman Resorts utilizing hundreds of millions of dollars sourced by the Peak Group from Doronin during the exclusivity period and accordingly expressly in violation of the Exclusive Capital Sourcing Contract.

5 15. As alleged herein, Defendants' actions as aforesaid constitute brazen and extraordinary breaches of contract and tortious acts which caused Vinland to sustain substantial damages. 16. Accordingly, through this action, Vinland seeks compensatory damages in an amount to be determined at trial, but at least equal to the amount that Vinland would have earned had Vinland itself sourced the capital the Peak Group ultimately sourced from parties other than through Vinland during the exclusivity period, and accordingly, expressly in violation of the Exclusive Capital Sourcing Contract. THE PARTIES 17. Plaintiff Vinland Capital Investments, LLC, is a Delaware limited liability corporation with a principal office located in this State at 436 West 201h Street, #1, New York, New York, Upon information and belief, Defendant Peak Venture Partners LLC is a New York Limited Liability Company with its principal office located at 306 East 51 s' Street, New York, New York, Upon information and belief, Defendant Peak Venture is an investment fund that operates a portfolio of companies in technology, media and entertainment. 19. Upon information and belief, at all relevant times as alleged herein, Defendant Peak Venture acted as the duly authorized agent for Defendants Peak Hotel and Aman Group, and as such, accordingly possessed the power to bind those Defendants under the Exclusive Capital Sourcing Contract. The breaches of contract and other tortious acts committed by Defendant Peak Venture may vicariously bind and are attributable to Defendants Peak Hotel and Aman Group. 5

6 20. Alternatively, Defendants Peak Hotel and Aman Group are, upon information and belief, successor corporations of Defendant Peak Venture, and acted in all material respects as mere continuations and extensions of Defendant Peak Venture. 21. Upon information and belief, Defendant Omar Amanat is an individual residing in the State of New Jersey at 25 Gordon Place, Verona, New Jersey, Upon information and belief, Defendant Amanat co-designed the trading platform CyberTrader, which was acquired by Charles Schwab in 2000 for $488 million, and founded Tradescape Corporation, which in 2002 became one of the largest electronic brokerage firms in the United States (by trading volume) when Amanat sold it to E*Trade for $280 million. As such, Amanat is a sophisticated investor, businessman and entrepreneur. 22. Upon information and belief, at all relevant times as alleged herein, Defendant Amanat acted as the duly authorized agent for Defendants Peak Venture, Peak Hotel and Aman Group, and as such accordingly possessed the power to bind those Defendants under the Exclusive Capital Sourcing Contract. The breaches of contract and other tortious acts committed by Defendant Amanat may vicariously bind and are attributable to Defendants Peak Venture, Peak Hotel and Aman Group. 23. Upon information and belief, Amanat operates through a variety of "shell" entities, conduits and alter egos. Upon information and belief, Defendant Peak Venture is one such shell entity and alter ego which Amanat uses to advance his own purely personal interests. Upon information and belief, and at all relevant times as pleaded herein, (a) Amanat completely dominated and controlled Defendant Peak Venture; (b) Defendant Peak Venture failed to observe valid and separate corporate existences or formalities; and (c) Amanat utilized Defendant Peak

7 Venture and its related entities for fraudulent purposes and to commit the wrongs against Vinland as alleged herein. 24. Upon information and belief, Peak Hotel and Resorts Group Limited is a British Virgin Islands entity used by Defendant Amanat for active investment in the luxury hospitality industry, including the purchase of Aman Resorts. 25. Upon information and belief, Aman Resorts Group Limited, a British Virgin Islands entity, was created by Defendants as a special purpose vehicle designed to execute the purchase of Aman Resorts, Inc. 26. Accordingly, each Defendant listed above knowingly participated in the fraud to deceptively and dishonestly induce Vinland to assist in providing financing, share with Defendants its contacts of sophisticated institutional investors, and expend substantial time, money and resources on behalf of Defendants. All of the negligent, fraudulent, and wrongful acts, omissions and conduct of these Defendants collectively were directed in advance at New York citizens or businesses, and were known to or ratified by each of the Defendants. JURISDICTION AND VENUE 27. This Court has jurisdiction over Defendants pursuant to CPLR 302 because they are alleged, inter alia, to have (i) committed tortious acts and (ii) transacted business in this State, which is the subject of this action. 28. Defendants Peak Hotel, Aman Group, Peak Venture, and Amanat, either directly or through their agents, negotiated and executed the Exclusive Capital Sourcing Contract in New York with Vinland, and each purposefully availed themselves of the benefits of doing business in the State of New York, including, without limitation, by soliciting Vinland and communicating 7

8 false assurances and misrepresentations to Vinland' s representatives, who are based in New York. 29. Defendants' decisions to perpetrate the alleged scheme were made in part in New York County, New York, and as such, the Court's jurisdiction over each of the Defendants does not offend any traditional notions of fair play and substantial justice as to the claims at issue. 30. Venue is proper under CPLR 503 because (i) Vinland is a resident of New York County and (ii) Vinland and Peak Group's authorized agents, who are alleged to have committed tortious acts, operate principal places of business in this County. FACTUAL ALLEGATIONS COMMON TO ALL CAUSES OF ACTION 31. Upon information and belief, Aman Resorts, Inc. is a world premier international hotel group which operates 26 properties under the "A man" brand in 18 countries. 32. Upon information and belief, the Aman properties are regarded as "one-of-akind" and "luxury and high-end hospitality" which have a reputation for "unparalleled guest service and commitment to the local communities." 33. Upon information and belief, the Peak Group and Amanat strongly desired to purchase Aman Resorts through the acquisition of Silverlink Resorts Limited, a British Virgin Island entity which owns all of the issued and outstanding shares belonging to Aman Resorts. 34. Upon information and belief, Defendants were unable to finalize the purchase of Aman Resorts because they were having difficulty raising the requisite capital necessary to close and complete the transaction. 35. Upon information and be1ief, in or before December 2013, Amanat and the Peak Group began seeking investors and sources of capital to fund its acquisition of Aman Resorts. rj

9 36. In or about December 2013, Defendant Amanat approached Vinland's representatives and expressed an interest in having Vinland source capital for Defendants' acquisition of Aman Resorts. 37. Amanat communicated to Jon Tomasson, Chairman and CEO of Vinland ("Tomasson"), that Defendants were having difficulty raising the requisite capital necessary to finalize their purchase. 38. Amanat also communicated to Tomasson that the Peak Group was particularly interested in securing access to Vinland's extensive network of cormections, which included capital providers and institutional investors that could provide the necessary financing for Defendants. A. The Exclusivity Agreement 39. On or about December 11, 2013, Amanat and its affiliates, including Sean Sullivan, and Vinland' s representatives attended a meeting at "Serafina," a restaurant located on Broadway at 77th Street, in New York City, to negotiate the terms of Vindland' s assistance in finding an investor to fund Defendants' purchase of Aman Resorts. 40. At the meeting, Vinland's representatives agreed to assist Defendants by connecting them to institutional investors who could provide capital, debt and equity for the acquisition of Aman Resorts. 41. Vinland agreed to assist Defendants and introduce Defendants to qualified investors on the condition that Vinland was granted the exclusive right to source the capital for the purchase of the Aman Resorts. 42. The exclusive right to source capital was a material term to the agreement between Vinland and Defendants because Vinland would only assume the task of sourcing

10 capital for such a complex and risky transaction if it knew that it would definitely earn compensation if the acquisition of Aman Resorts were to close successfully. 43. At the meeting, Amanat stated, represented and warranted to Tomasson that Vinland would be granted the exclusive right to source the capital for the purchase of the Aman Resorts in order to induce Vinland to devote its time, contacts and other resources to the assignment of sourcing capital for the transaction. 44. At the meeting, Amanat stated, represented and warranted that Vinland would receive substantial fees in consideration for its participation in assisting Defendants to raise capital, including upfront cash fees (to be delivered at the closing). 45. At the meeting, Amanat promised that the total compensation (in the form of cash fees at closing and a carried interest) to be paid to Vinland under any contract would at the very least be in the range of $15,000,000 to $20,000,0000, half of the $30,000,000 to $40,000,000 million that Defendants expected to receive for finalizing the acquisition. The exact figure would be calculated based on the total capitalization of the transaction, including upfront commitments for future capital expenditures and expansion, as well as the proportion of equity and debt. 46. At the meeting, Amanat also promised Vinland a "promote" in the form of a carried interest in the Aman Resorts. It was agreed that the "promote" interest would be pan passu with the interest that Defendants or its partners, agents, affiliates, subsidiaries, successors, and assigns would be granted. 47. To further induce Vinland to assist Defendants, Amanat guaranteed that his interests were "equal" to that of Defendant Peak Venture. 10

11 48. Based on the foregoing, on or about December 13, 2013, Amanat, on behalf of himself and as agent for the Peak Group, caused a copy of a proposed exclusivity contract to be delivered to Vinland in New York State. 49. On or about December 13, 2013, Defendants and Vinland entered into the Exclusive Capital Sourcing Contract, which among other things, expressly granted to Vinland the exclusive rights to source acquisition capital for the purchase of Aman Resorts. Vinland executed the agreement in New York. A true and accurate copy of the Exclusive Capital Sourcing Contract is attached hereto as Exhibit A. 50. Specifically, Section 8.3 of the agreement provides: Notwithstanding anything to the contrary in this agreement, Company hereby granted you the exclusive right to source capital for the acquisition of the Target Group until 9:00 am Eastern Standard Time on Monday January 13, See Exh. A (emphasis added). 51. Therefore, by its plain and unambiguous terms, Section 8.3 granted Vinland the exclusive right to source capital during the exclusivity period, from December 13, 2013 up until January 13, By granting contractual rights to Vinland to exclusively source capital, Defendants were expressly prohibited from sourcing capital from any person, third party or entity which was not introduced to Defendants by Vinland. 53. Upon information and belief, at the time the Exclusive Capital Sourcing Contract was being negotiated and executed, Defendant Amanat, a sophisticated business person, and the remaining Defendants, knew or should have known, that any reputable institutional investor would perform a "KYC" ("Know Your Customer/Client") due diligence regarding the principals in the ultimate purchaser, including of Amanat himself. 11

12 54. Upon information and belief, at or about that time, Defendant Amanat and the remaining Defendants were well aware that any investor that Vinland would contact would perform KYC due diligence. 55. A KYC is common in the industry and an integral part of the due diligence process that is completed prior to the approval of financing. 56. A KYC allows parties to a transaction to truly know and understand each other and their past financial dealings. 57. Upon information and belief, at the time the Exclusive Capital Sourcing Contract was being negotiated and executed, Defendant Amanat, and the remaining Defendants, knew or should have known that any such KYC due diligence regarding the principals in the ultimate purchase, including of Amanat himself, would uncover sordid, troubling and grave facts regarding Amanat's character and past business dealings, his tarnished reputation, and lack of bona fides, as pleaded in further detail below. 58. Prior to the KYC, Amanat possessed a duty to disclose to Vinland any material and relevant facts, which would impact on Vinland's ability to source capital, including (but not limited to) instances of serious misconduct in connection with his past dealings. 59. Yet, Amanat and the remaining Defendants, including their duly authorized agents, failed to disclose, or at the very least were reckless in not disclosing, such material information to Vinland regarding Amanat's past serious misconduct in connection with various financial dealings. 12

13 B. Vinland Exerts Extensive Efforts and Locates a Capital Source 60. After the Exclusive Capital Sourcing Contract was executed, Defendants tapped into Vinland's extensive network of connections among capital providers and institutional investors who might be able to provide necessary financing for the acquisition. 61. Ultimately, after expending great time, effort, and expense, Vinland was able to locate a major institutional investor interested in providing the requisite acquisition capital: Rhône. 62. In or about December 2013, Rhône and Defendants began to discuss the terms of a financing arrangement to fund Defendants' purchase of Aman Resorts. 63. Representatives of Rhône and Defendants, including Defendant Amanat, met several times in New York City to discuss the terms of a financing arrangement. 64. At or about that time, Amanat knew that Rhône would complete a KYC due diligence. 65. Rhône retained New York based counsel who engaged in extensive due diligence of the transaction, the properties, and the participants, including Defendant Amanat. 66. Upon information and belief, unbeknownst to Vinland, and in the midst of Vinland's assisting Rhône in their due diligence of Aman Resorts and Defendants, Amanat was actively soliciting a third party or third parties to fund its purchase of Aman Resorts, without notice to or approval from Vinland and in direct breach of the Exclusive Capital Sourcing Contract. 67. Upon information and belief, while Rhône and Vinland were coordinating and performing extensive due diligence, Defendant Anianat was traveling to international 13

14 destinations so that he could personally solicit investors to fund Defendants' purchase of Aman Resorts. 68. At or about the time of the due diligence, and during the exclusivity period under the Exclusive Capital Sourcing Contract, after being confronted by Vinland, Amanat admitted to Tomasson that he communication with other investors, including a "Russian billionaire." 69. Upon information and belief, the Russian billionaire is and was Vladislav Doronin (alk/aj Vladimir Doronin), a real estate mogul who owns the Capital Group, which purports to be one of the biggest real estate development companies in Russia. 70. At or about the time of the due diligence, and during the exclusivity period under the Exclusive Capital Sourcing Contract, Tomasson was surprised to hear from various third parties who were claiming to be "the money behind" Defendants' purchase of Aman Resorts. 71. Upon information and belief, while Amanat was actively shopping for investors without Vinland's consent or approval, Rhône's attorneys performed a KYC of Defendants, including of Defendant Amanat. 72. To the surprise and concern of that law firm, of Rhône, and of Vinland, the KYC due diligence related to Amanat and the Peak Group uncovered numerous troubling facts and circumstances about Defendant Amanat' s past dealings. 73. Rhône' s attorneys prepared a memorandum which laid out, in detail, all of the troubling facts and court decisions uncovered about Amanat and his companies as part of the KYC investigation. 74. The text of that memorandum highlights the key publically reported Federal Court decisions in disturbing detail: The March 12, 2010 decision [In re MarketXT Holdings Corporation, 426 B.R. 467 (Bankr. S.D.N.Y. 2010)] addresses a 14

15 series of transactions between MarketXT (and Amanat) and Ashraf and ElF, a vehicle controlled by Ashraf. The decision reviews, and confirms, an earlier judgment to the effect that two key transactions between MarketXT and Ashraf/EIF were intentional, fraudulent conveyances designed to defraud creditors and in particular to evade protections that had been negotiated with Softbank Finance Co., MarketXT's largest creditor. Among other things, the decision states that "ElF and the Debtor's principal, Omar Amanat, designed the transactions to deceive Softbank and other creditors as to the amount of proceeds and ElF consideration. *** There is overwhelming evidence in the record of these proceedings that ElF and the Debtor (through Amanat) were acting in bad faith and that both had actual or constructive knowledge of the fraudulent scheme." A $24.5 million judgment was ultimately entered against Amanat over these and related transactions. The March 4, 2009 decision [In re MarketXT Holdings Corp., 2009 WL (Bankr. S.D.N.Y. 2009)]...provides an interesting overview of certain facts supporting the court's conclusion that privilege did not apply because the communications were in furtherance of various fraudulent schemes. The decision discusses the backdating of agreements, amendments without the consent of intended third party beneficiaries, the transfer of company funds out of the United States to put them out of reach of creditors and Amanat's effort to induce his chauffeur to file an involuntary bankruptcy petition against him ("in the mistaken belief that this would help fend [creditors] off." *** The fifth attachment is a printout from a broker-dealer data base describing his suspension by FINRA and his termination for cause by E*Trade As noted within the memorandum, the memorandum also attached publically reported court decisions where Amanat was rebuked by a federal court judge, on numerous occasions, for executing fraudulent conveyances, deceiving creditors, ignoring discovery requests, and backdating documents, among other examples of gross misconduct. 76. As set forth in the publically reported March 2009 decision In re MarketXT Holdings Corp. decision, a Southern District of New York court performed an in camera review 15

16 of attorney-client communications and held that the communications were not protected by privilege because they were in furtherance of a fraudulent scheme by Amanat and his affiliates. 77. As set forth in the publically reported March 2009 decision In re MarketXT Holdings Corp., the Court found that a law firm had been retained by Amanat and his affiliates for the purpose of "creat[ing] documents that could be falsified to evidence transactions that had never taken place or had taken place years before in a different form." 78. As set forth in the publically reported March 2009 decision In re MarketXT Holdings Corp., the Court cited to "ample evidence on the record" to conclude that the firm had been asked "to create documents to evidence transactions that either never took place in 2003 or that could not lawfully be doctored or 'tightened' in " 79. As set forth in the publically reported March 2009 decision In re MarketXT Holdings Corp., the Court stated that, at the time the firm was consulted and retained by Amanat and its affiliates, it "did not even know at the beginning that MarketXT and Amanat were both in bankruptcy." 80. The memorandum prepared by Rhône's counsel performing the due diligence also attached a FINRA decision which ordered Amanat to be barred from associating with "any FINRA member firm in any capacity," and citing Amanat's violations of regulatory rules. 81. The KYC due diligence performed by counsel for Rhône caused Rhône and Vinland to learn of Amanat' s insalubrious reputation and troubling actions as publically reported therein. 82. Amanat concealed and intentionally failed to disclose, or at the very least was reckless in not disclosing, any facts about his documented history of misconduct. 16

17 83. Upon the learning of troubling facts about Amanat' s untrustworthy characteristics and tarnished reputation, Rhône was forced to reconsider participating in any deal in which Amanat would be a principal. C. Defendants' Violations of the Exclusivity Agreement 84. Upon information and belief, as pleaded above, Defendants began to seek capital from sources not recommended by Vinland immediately after executing the Exclusive Capital Sourcing Contract, including during its negotiations with Rhône, and while the exclusivity period set forth in Section 8.3 of the agreement was still in effect. 85. Upon information and belief, during the exclusivity period, Defendants were actively shopping for financing without consent or approval from Vinland. 86. Upon information and belief, while the exclusivity period was still in effect, Defendants entered into a formal agreement with Vladislav Doronin to acquire financing. 87. Vladislav Doronin was unconnected to and not recommended by Vinland. 88. Upon information and belief, the money posted by Amanat and the Peak Group at signing the purchase agreement for Aman Resorts was secured by Defendants from Vladislav Doronin during the period of exclusivity set forth in Section 8.3 of the Exclusive Capital Sourcing Contract. 89. Defendants' counsel purported to terminate the Exclusive capital Sourcing Contract on January 13, 2014 by sending a termination letter. 90. The January 13 termination letter expressly acknowledges the binding effect of Section 8.3 of the Exclusive Capital Sourcing Contract, by admitting "VCI's exclusive right to source the capital for the acquisition of the Target Group conferred by clause 8.3, has now expired." 17

18 91. Upon information or belief, Defendants purported to terminate the Exclusive Capital Sourcing Contract on January 13, 2014, only after it had already secured capital for its purchase of the Aman Resorts from Vladislav Doronin, a source unrelated to Vinland and in breach of the plain language of the Exclusive Capital Sourcing Contract. 92. Upon information and belief, on the very day that Defendants purported to terminate the Exclusive Capital Sourcing Contract, Defendants publicized to Tomasson that it had secured the necessary financing to allow it to successfully purchase Aman Resorts. 93. Upon information and belief, on or about February 9, 2014, news agencies confirmed that Defendants finalized the acquisition of Aman Resorts for approximately $358 million, and further, that the acquiring group had sourced an additional $500 million in capital for substantial capital improvements and expansion of the hotel chain. 94. According to a press release by Business Wire, published on or about February 9, 2014, Defendants had "completed the acquisition of Amanresorts." 95. This press release also confirmed that as of February 9, 2014, Defendants "have committed to a substantial capital reserve account," upon information and belief an additional $500 million, "to immediately make investments in existing and new properties" which were part of Aman Resorts. 96. By March 2014, news agencies reported Vladislav Doronin had sourced hundreds of millions of dollars to fund the acquisition of Aman Resorts. 97. According to an article by New York Post dated March 20, 2014, "Doronin [was] the investor behind the recent acquisition of luxury hotel group Amanresorts, which includes the breathtaking Amanyara in Turks & Caicos and Amanpuri in Thailand." 18

19 98. The article confirmed "Doronin... was behind a joint venture led by Peak Hotels & Resorts Group and the management of Amanresorts International, which struck a deal to buy Amanresorts from the hotel arm of India's DLF for $358 million." 99. Defendants' financing of its acquisition of Aman Resorts was completed utilizing sources of capital located by Amanat and the remaining Defendants, from other contacts and sources of capital which were not recommended by Vinland during the exclusivity period, and in violation of Section 8.3 of the Exclusive Capital Sourcing Contract On or about January 21, 2014, Vinland sent due notice to the Peak Group and Amanat (a) notifying them of the default under the Exclusive Capital Sourcing Contract, (b) demanding immediate payment, and (c) further demanding any and all documentation indicating the sources of capital utilized to close the transaction Despite that due demand, Defendants have failed or refused to comply with the requests made therein and to compensate Vinland pursuant to the agreement As a result of Defendants' conduct and refusal to remit fees to Vinland for performing pursuant to the Exclusive Capital Sourcing Contract, Vinland suffered irreparable harm, including among other things, the loss of substantial commissions, out-of-pocket losses, and its bargained-for opportunity to acquire an interest in the Aman Resorts. AS AND FOR A FIRST CAUSE OF ACTION (Breach of Contract) 103. Vinland repeats and realleges each and every allegations set forth in paragraphs 1 through 102 as if fully set forth herein By executing the Exclusive Capital Sourcing Contract, Defendants entered a binding contract with Vinland. 19

20 105. Vinland fully performed all of its respective obligations under the terms and conditions of the Exclusive Capital Sourcing Contract. Accordingly, Vinland reserved all rights under the Agreement Upon information and belief, the Defendants materially breached the Exclusive Capital Sourcing Contract by among other things, sourcing capital with a third party or third parties unconnected to Vinland, without consent or approval by Vinland, during the exclusivity period Defendants' breaches of the Exclusive Capital Sourcing Contract have resulted in substantial damages to Vinland, including the loss of its bargained-for opportunity to acquire an interest in the Aman Resorts and substantial fees for its services, among other losses By reason of the foregoing, Vinland has been damaged in an amount to be determined at trial but believed to be in excess of $15,000,000. AS AND FOR A SECOND CAUSE OF ACTION (Fraud) 109. Vinland repeats and realleges each and every allegations set forth in paragraphs 1 through 108 as if fully set forth herein. past dealings Defendants each possessed a duty to disclose material facts relating to Amanat's 111. During various negotiations held in person and over the telephone, on or about December 11 and 13, 2013, and throughout the course of Vinland's relationship with the Defendants, Defendants failed to disclose any aspect of Amanat's notorious reputation to Vinland, despite knowing that any institutional investor recommended by Vinland would perform a KYC due diligence and uncover Amanat's past misconduct. 20

21 112. Vinland first learned of Amanat's insalubrious reputation after Rhône's counsel performed a KYC due diligence which revealed numerous troubling facts concerning Amanat and his affiliates Defendant Amanat's tarnished history of misconduct, fraud and failures to comply with court orders, was material to Vinland's decision to enter into the Exclusive Capital Sourcing Contract, and agreement to assist Defendants in securing financing from qualified institutional investors Defendants each knew or should have known that any reputable institutional investor recommended by Vinland would uncover Amanat's past misconduct in connection with financial dealings and various court decisions documenting same Defendants collectively intentionally failed to disclose Amanat's adverse history in connection with past dealings in an effort to deceive Vinland into revealing its wealth of contacts (which included several institutional investors who could provide financing for Defendants' purchase of the Aman Resorts), enter the Exclusive Capital Sourcing Contract, and assist Defendants to finalize its purchase. At the very least, Defendants were reckless in not disclosing any of the relevant and material facts about Amanat's past as detailed above Vinland reasonably relied to its detriment and was substantially damaged as the result of Defendants' concealment of Amanat's past malfeasance Vinland was also substantially damaged by Defendants' material misrepresentations concerning its intentions to comply with the Exclusive Capital Sourcing Contract Defendants made material representations of fact during the initial negotiations with Vinland, on or about December 11 and 13, while in the State of New York, that they 21

22 intended to comply with the exclusivity period set forth in Section 8.3 of the Exclusive Capital Sourcing Contract Defendants also made material misrepresentations of fact concerning Vinland's entitlement to fees (for services rendered pursuant to the agreement) in order to induce Vinland to open the doors to its contacts of potential qualified investors and enter the Exclusive Capital Sourcing Contract Upon information and belief, when Defendants made aforesaid representations of material fact during the December 11 and 13 negotiations of the Exclusive Capital Sourcing Contract, they had no present intention to abide by those agreements or perform, and instead intended fully to breach the agreements as soon as they were executed. That is, Defendants knew that they would treat the Exclusive Capital Sourcing Contract as unbinding and a means to induce Vinland to reveal its special connections to qualified institutional investors, while at the same time, upon information and belief, Amanat and Defendants were actively soliciting other investors without Vinland's consent Upon information and belief, at all relevant times as alleged herein, Defendants had no intention of allowing Vinland to be the exclusive finder of financing for the acquisition of the Aman Resorts and continued to solicit investors immediately after executing the Exclusive Capital Sourcing Contract Upon information and belief, throughout the exclusivity period, including after Vinland recommended Rhône as a qualified institutional investor to Defendants, Defendants actively shopped for other sources of capital funding, thereby exhibiting a total disregard of the rights and obligations set forth in the Exclusive Capital Sourcing Contract. 22

23 123. Upon information and belief, during the exclusivity period, Defendants formalized a deal to acquire financing from Vladislav Doronin, a Russian billionaire and owner of one of the leading real estate development companies in Russia Vinland reasonably relied on Defendants' misrepresentations of material fact by executing the Exclusive Capital Sourcing Contract and attempting its best efforts at assisting Defendants to find financing for its acquisition of Aman Resorts Vinland has suffered damages as the direct result of Defendants' misrepresentations and non-disclosures Thus, Defendants fraudulently represented their intention to engage in good faith and exclusive negotiations with Vinland and its recommended investors, and similarly, Defendants failed to disclose and actively concealed Amanat' s past in order to induce Vinland to assist Defendants and enter into the Exclusive Capital Sourcing Contract Vinland justifiably relied upon the totality of Defendants' misrepresentations and non-disclosures, which were material By reason of the foregoing, Vinland has been damaged in an amount to be determined at trial but believed to be in excess of $15,000,000. AS AND FOR A THIRD CAUSE OF ACTION (Quantum Meruit) 129. Vinland repeats and realleges each and every allegation set forth in paragraphs 1 through 128 as if fully set forth herein To the extent Defendants wrongful acts as alleged herein do not constitute breaches of the Exclusive Capital Sourcing Contract, Vinland is entitled to the reasonable value of the services performed on behalf of Defendants. 23

24 131. Vinland performed professional services on behalf of the Defendants in good faith Defendants accepted those services and benefitted from Vinland's introduction of Defendants to qualified institutional investors Defendants were on notice that they were required to compensate Vinland for Vinland' s performance of services on their behalf. performance Defendants have failed to compensate Vinland for their efforts and good faith 135. By reason of the foregoing, Vinland has been damaged in an amount to be determined at trial but believed to be in excess of $15,000,000. AS AND FOR A FOURTH CAUSE OF ACTION (Breach of the Implied Covenant of Good Faith and Fair Dealing) 136. Vinland repeats and realleges each and every allegations set forth in paragraphs 1 through 135 as if fully set forth herein The Exclusive Capital Sourcing Contract constitutes a valid and binding contract between the parties, giving rise to an implied covenant of good faith and fair dealing between the parties with respect to the subject matter of the Exclusive Capital Sourcing Contract. Contract Vinland has satisfied all of its obligations under the Exclusive Capital Sourcing 139. To the extent Defendants' wrongful acts as alleged herein do not constitute violations of express provisions of the Exclusive Capital Sourcing Contract, then they constituted arbitrary or unreasonable conduct which has had the effect of preventing Vinland from receiving the bargained-for fruits of the Exclusive Capital Sourcing Contract, violating the implied covenant of good faith and fair dealing Defendants owed to Vinland. 24

25 140. By virtue of Defendants breaches of the implied covenant of good faith and fair dealing inherent in the Exclusive Capital Sourcing Contract, Vinland has been substantially damaged By reason of the foregoing, Vinland has been damaged in an amount to be determined at trial but believed to be in excess of $15,000,000. AS AND FOR A FIFTH CAUSE OF ACTION (Injunctive Relief) 142. Vinland repeats and realleges each and every allegations set forth in paragraphs 1 through 141 as if fully set forth herein Defendants' breaches of the Exclusive Capital Sourcing Contract have caused Vinland to sustain irreparable harm, including the loss of its bargained-for opportunity to acquire an interest in the Aman Resorts and collect fees for valuable services rendered Defendants are continuing to cause irreparable harm to Vinland by their ongoing (a) refusal to remit fees for Vinland's services; (b) refusal to recognize Vinland's interest in the Aman Resorts; and (c) surreptitious actions to circumvent the Exclusive Capital Sourcing Contract by securing financing with an unauthorized third party or third parties Vinland is likely to succeed on the merits of the causes of action asserted herein Vinland has no adequate remedy at law and will continue to suffer irreparable injury absent injunctive relief The balance of equities in this case weigh in favor of granting injunctive relief for Vinland because Defendants have unequivocally refused to honor its unambiguous contractual obligations, and requiring Defendants to honor its contractual obligations will result in negligible harm to the Defendants. 25

26 148. By reason of the foregoing, Vinland is entitled to a permanent injunction enjoining Defendants from finalizing the acquisition of Aman Resorts and utilizing any financing proceeds which were secured in breach of the Exclusive Capital Sourcing Contract, without first remitting to Vinland its bargained-for fees and recognizing its ownership interests in the Aman Resorts, based on Vinland's good faith performance of its obligations pursuant to the Exclusive Capital Sourcing Contract. WHEREFORE, Vinland demands an order and judgment as follows: A. On the first cause of action, in favor of Vinland and against Defendants for breach of the Exclusive Capital Sourcing Contract, including compensatory damages, costs and attorneys' fees in an amount to be determined at trial, but expected to be in excess of $15,000,000; B. On the second cause of action, in favor of Vinland and against Defendants, for fraud, including compensatory damages, punitive damages, costs and attorneys' fees in an amount to be determined at trial, but expected to be in excess of $15,000,000; C. On the third cause of action, in favor of Vinland and against Defendants, for quantum meruit, including compensatory damages, costs and attorneys' fees in an amount to be determined at trial, but expected to be in excess of $15,000,000; D. On the fourth cause of action, in favor of Vinland and against Defendants for breach of the implied covenant of good faith and fair dealing, including compensatory damages, costs and attorneys' fees in an amount to be determined at trial, but expected to be in excess of $15,000,000; E. On the fifth cause of action, enjoining Defendants from closing or finalizing the purchase of Aman Resorts or utilizing financing which was procured in violation 26

27 of the Exclusive Capital Sourcing Contract, until the amounts due and owing are paid to Vinland and Vinland's ownership interest in Aman Resorts is recognized; F. Together with such other and further relief as this Court may deem just and proper. Dated: New York, New York April 2, 2014 HERRICK, FEINSTEIN LLP By: 7 /' 4.. Raymond NT1iigan Aaron M. Kleinmann Attorneys For Plaint iff 2 Park Avenue New York, NY (212)

28 VERIFICATION STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) JON TOMASSON, being duly sworn, deposes and says: I am a Chairman of the Plaintiff Vinland Capital Investments, LLC and am fully familiar with the events upon which this action is based. I have read the annexed Verified Complaint and the exhibits annexed thereto and the contents thereof are true to my own knowledge, except as to those matters therein stated to be alleged upon information and belief and, as to those matters, I believe them to be true. The grounds for my information are my general and specific knowledge of the facts of this action and my investigation of those facts, including among other things, my review of the applicable contract documents discussed in and/or annexed to the Verified Complaint and my communications with certain Defendants and third-parties. Sw9fn to before me this j4o day of April 2014 / / TOMASSON HF v.5 #17000/ K led in Kings Cour Expires February 28

29 mi vi D v I I Col I w

30 December 13, 2013 Mr. Jon Tomasson Vinland Capital Investments, LLC 19 East 72nd Street New York, NY Dear Sir/Madam: In connection with your potential interest in evaluating a possible sourcing of capital for the acquisition of Silverlink Resorts Limited, a British Virgin Islands company (the "Target") which entity owns all of the issued and outstanding shares of Aman Resorts, Inc (the "Transaction"), Peak Venture Partners LLC (the "Company"), being the lead investor, has furnished or may furnish Vinland Capital Investments, LLC ("VCI" or you) with certain Confidential Information (as defined below). In turn, VCI has furnished or may furnish Company with certain Confidential Information (as defined below). In consideration of our mutual furnishing with such Confidential Information and offering the opportunity to evaluate the Transaction and its capitalization, we hereby unconditionally agree and undertake to comply with and be bound by the terms set out in this letter. 1. Definitions The following definitions apply for the purpose of this letter: "Affiliates" in relation to VCI or Company, respectively means any subsidiary, subsidiary undertaking or holding company of, VCI or Company, as the case may be, and any subsidiary or subsidiary undertaking of any such holding company for the time being; "Confidential Information" shall include any and all of the following: (a) any information concerning, relating or pertaining to the Target Group (as defined below) (including but not limited to its assets, properties, liabilities, business, operations, affairs, financial or technical information, directors, officers, employees, customers, clients or suppliers) furnished to you or your Representatives (as defined below) before, on or after the date hereof, whether in oral, written, visual, machine readable or electronic data form or otherwise, and whether or not it is marked "Confidential" or "secret"; Peak Venture Partners LLC 306 East 51st Street New York, New York

31 (b) (c) (d) any information referred to in (a) above gathered by you or your Representatives in any site visits, inspection, due diligence, management presentations or meetings in relation to the Target Group; and all reports, notes, recommendations, designs, procedures, techniques, strategies, analyses, forecasts, interpretations, studies, memoranda, compilations or other documents or records prepared by you or your Representatives in relation to, derived from, containing, based on, reflecting, reproducing, duplicating in whole or in part any information referred to in (a) and (b) above (collectively, the "Notes");provided that Confidential Information does not include any information that (i) is, was or becomes generally available to the public without any violation of this letter on the part of you or any of your Representatives, or (ii) is, was or becomes available to you or your Representatives on a non-confidential basis from a source other than us or someone acting on our behalf, provided that to the best of your and your Representatives' knowledge, such source is not subject to any legal, contractual or fiduciary obligation to keep such information confidential; and any information concerning, relating or pertaining to any and all potential investors, partners or lenders introduced by VCI. Representatives" shall include any of the following: (a) (b) directors, officers, employees, agents, representatives, advisors (including attorneys, accountants, consultants and financial advisors) or Affiliates; or potential investors, partners or lenders; "Target Group" includes the Target, its holding companies, shareholders, subsidiaries, associates, affiliates, joint venture companies, partnerships and each of their respective successors and any entities into which they may be merged or become a part thereof or their businesses or operations may be incorporated as a result of any internal restructuring, reorganization or otherwise. 2. Confidentiality obligations We hereby unconditionally agree and undertake as follows: 2.1 we and our Representatives shall not use any Confidential Information except solely for the purpose of evaluating the Transaction and its capitalization, and all Confidential Information shall be kept secret and strictly private and confidential; 2.2 in connection with the provision of the Confidential Information, you have agreed to allow the Company to receive information on your behalf. Further, both you and we have agreed not to circumvent the Company, or us. As the case may be, in the pursuit of the Transaction involving the Target and we have agreed not to circumvent you in the pursuit of any investors, partners or lenders you introduce to the Transaction; Peak Venture Partners LLC 306 East 51st Street New York, New York (347)

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