1 WACHTELL, LIPTON, ROSEN & KATZ

Jonathan M. Moses (admitted pro hac vice)

2 Adam L. Goodman (admitted pro hac vice)
Remy Grosbard (admitted pro hac vice)
3 Jessica L. Allen (admitted pro hac vice)
51 West 52nd Street
4 New York, NY 10019
Electronically Received 06/21/2023 03:34 PM

Telephone: (212) 403-1000

5 Facsimile: (212) 403-2000

6 KENDALL BRILL & KELLY LLP

Laura W. Brill (195889)
7 [email protected]
Katelyn A. Kuwata (319370)
8 [email protected]
10100 Santa Monica Blvd., Suite 1725
9 Los Angeles, CA 90067
Telephone: (310) 556-2700
10 Facsimile: (310) 556-2705

11 Attorneys for Plaintiffs and Cross-Defendants

William B. Pitt and Mondo Bongo, LLC
12
SUPERIOR COURT OF THE STATE OF CALIFORNIA
13 COUNTY OF LOS ANGELES, CENTRAL DISTRICT
WILLIAM B. PITT, an individual, and Case No. 22STCV06081
14 MONDO BONGO, LLC, a California
limited liability company, SECOND AMENDED COMPLAINT FOR:
15
Plaintiffs, (1) BREACH OF IMPLIED-IN-FACT
16 CONTRACT;
v. (2) BREACH OF QUASI-CONTRACT,
17 PLEADED IN THE ALTERNATIVE;
ANGELINA JOLIE, an individual, (3) & (4) BREACH OF IMPLIED COVENANT
18 OF GOOD FAITH AND FAIR DEALING;
NOUVEL, LLC, a California limited (5) ABUSE OF RIGHTS UNDER ARTICLE 6-1
19 liability company, YURI SHEFLER, an OF THE LUXEMBOURG CIVIL CODE;
individual, ALEXEY OLIYNIK, an (6) TORTIOUS INTERFERENCE WITH
20 individual, SPI GROUP HOLDING CONTRACTUAL RELATIONS,
LIMITED, a Cyprus private limited PLEADED IN THE ALTERNATIVE;
21 company, TENUTE DEL MONDO B.V., (7) TORTIOUS INTERFERENCE WITH
CONTRACTUAL RELATIONS;
22 a Netherlands private limited company, (8) TORTIOUS INTERFERENCE WITH
and ROES 1–10, PROSPECTIVE BUSINESS RELATIONS; and
23 (9) CONSTRUCTIVE TRUST *
Defendants.
24 DEMAND FOR JURY TRIAL
Judge: Hon. Lia Martin
25 Dept.: 16
26 and RELATED CROSS-ACTIONS.
*
27 Plaintiffs’ Second Amended Complaint is being filed pursuant to the Joint Stipulation and
Order Extending Time for Plaintiffs to File Second Amended Complaint, which the Court
28 entered on June 16, 2023.

PLAINTIFFS’ SECOND AMENDED COMPLAINT

 1 Plaintiffs WILLIAM B. PITT, an individual, and MONDO BONGO, LLC, a California

2 limited liability company, by and through their attorneys, upon knowledge as to themselves and

3 their own acts, and upon information and belief as to all other matters, hereby bring this Second

4 Amended Complaint against Defendants ANGELINA JOLIE, an individual, NOUVEL, LLC, a

5 California limited liability company, YURI SHEFLER, an individual, ALEXEY OLIYNIK, an

6 individual, SPI GROUP HOLDING LIMITED, a Cyprus private limited company, TENUTE

7 DEL MONDO B.V., a Netherlands private limited company, and ROES 1-10, pleading as

8 follows:

9 INTRODUCTION

10 1. In 2008, Brad Pitt and Angelina Jolie purchased a controlling interest in Château
11 Miraval S.A., a French entity comprising a home and vineyard in the south of France. Pitt and
12 Jolie purchased the château as a home to share with their children and the vineyard as a family
13 business. As reflected by their conduct and statements to one another over time, Pitt and Jolie
14 agreed that they would hold Miraval together and, if the time came, that they would sell their
15 interests separately only with the other’s consent. As Jolie said to Pitt referencing Miraval,
16 “I agree it all has to go if it goes.”
17 2. Pitt and Jolie owned their interests in Miraval through their respective California
18 limited liability companies, Mondo Bongo and Nouvel. Jolie created Nouvel for that sole
19 purpose. Consistent with Pitt and Jolie’s agreement to hold Miraval together, Mondo Bongo and
20 Nouvel also entered into a written agreement in 2013 to give each other a right of first refusal

21 over any sale of their respective interests in Miraval. The written agreement also precluded

22 Mondo Bongo and Nouvel from selling their interests without the other’s consent.

23 3. The couple spent the holidays at Miraval with their children and were married

24 there in 2014. Meanwhile, the family business became Pitt’s passion—and a profitable one. In

25 2013, Pitt teamed up with Marc Perrin of the esteemed Perrin French winemaking family. Pitt

26 and Perrin shared a joint vision for Miraval. Together they would create one of the first high-end

27 rosé wines, branded as a family-owned, family-run French wine business. That strategy met

28

2
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 with success. Under Pitt’s and Perrin’s stewardship, Miraval has grown into a multimillion-

2 dollar global business and one of the world’s most highly regarded makers of rosé wine.

3 4. Jolie, though supportive of Pitt’s efforts on behalf of the family, did none of the

4 work necessary for Miraval’s success. Instead, she stood by as Pitt invested money and sweat

5 equity into the home and business in reliance on her promise to hold Miraval together, as well as

6 the contractual rights her holding company Nouvel owed his. Even after the couple separated in

7 2016, she reassured Pitt that she still saw Miraval as “an investment and business [their children]

8 will inherit.” And if they ever sold Miraval together or if Pitt bought her out, she promised: “I

9 leave with what I put in and nothing additional.” Jolie recognized this meant that—despite their

10 nominal 50-50 interest in Miraval—a 68-32 allocation of proceeds between Pitt and herself

11 would be fair. At that time, Pitt had already invested nearly $50 million more than Jolie in

12 Miraval. And based on Jolie’s promises, Pitt continued to invest his time and money in the wine

13 business.

14 5. By 2019, Pitt and Jolie were finalizing their divorce, and Jolie wanted out of

15 Miraval. In recognition of the contractual rights she and Nouvel owed Pitt and Mondo Bongo,

16 and the promises she made Pitt even after their separation, Jolie acknowledged that there were

17 only “two ways forward.” Pitt and Jolie could sell Miraval jointly, or Pitt could buy her out.

18 The former couple thus began exclusive buyout negotiations.

19 6. But in the summer of 2021, amid a heated child custody dispute with Pitt, Jolie

20 terminated those discussions and secretly purported to sell a 50% stake in the family home and

21 family business to Tenute del Mondo. Tenute del Mondo is part of the Russia-affiliated spirits

22 conglomerate Stoli Group, which is owned and controlled by billionaire Yuri Shefler. Shefler,

23 who has been designated as an “oligarch in the Russian Federation” by the U.S. Treasury

24 Department, had previously sought to buy Miraval, and Pitt had turned him down.

25 7. Pitt learned of Jolie’s putative sale to Stoli by way of a press release announcing

26 that Stoli was “thrilled to have a position alongside Brad Pitt as curators” of Miraval rosé. That

27 was by design: Jolie collaborated in secret with Shefler and his associates to pursue and then

28 consummate the purported sale, ensuring that Pitt would be kept in the dark as Stoli and Jolie

3
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 knowingly violated Pitt’s and Mondo Bongo’s contractual rights and forced a stranger into Pitt’s

2 family home.

3 8. Through her putative sale to Shefler and his Stoli affiliates, Jolie sought to seize

4 profits she had not earned and returns on an investment she did not make. Jolie also sought to

5 inflict harm on Pitt. Jolie knew that Pitt would object to Stoli as an owner of Miraval and that

6 Shefler and his affiliates would try to interfere in the home and business Pitt built and disrupt its

7 successful strategy as a family-owned and family-operated French vineyard.

8 9. And that is exactly what Shefler and his affiliates have done. Since claiming to

9 acquire Jolie’s interest in Miraval, Stoli has attempted a hostile takeover of the wine business—

10 destabilizing Miraval’s operations, seeking access to Miraval’s confidential and proprietary

11 information for the benefit of Shefler’s competing enterprise, and trying to tear apart the

12 winemaking partnership between the Pitt and Perrin families that is at the heart of Miraval and

13 key to its success.

14 10. Worse, Miraval’s association with Shefler and Stoli poses an existential threat to

15 the business. Shefler’s Russia-affiliated spirits conglomerate has been the subject of repeated

16 boycotts in connection with Vladimir Putin’s invasion of Ukraine and homophobic legislative

17 agenda. While Shefler may be seeking to launder his reputation by forcing a partnership with

18 one of the world’s most well-known and popular actors, affiliation with Shefler and Stoli

19 jeopardizes the reputation of the business that Pitt so carefully built with Perrin and with which

20 Pitt has so closely and carefully associated himself and his image.

21 11. All of this is the direct result of Stoli’s and Jolie’s secretive, unlawful, and

22 tortious conduct and that of others acting with them. In violation of Pitt’s and Mondo Bongo’s

23 contractual rights, Stoli and Jolie have sought to force Pitt into a partnership with a stranger, and

24 worse yet, a stranger with poisonous associations and intentions.

25 12. The purported sale is unlawful, on the multiple grounds set out below. The

26 purported sale breaches the contractual agreement between Jolie and Pitt to hold Miraval

27 together and not sell their interests separately without the other’s consent, which formed the

28 foundation of the couple’s continued, and unequal, investment in Miraval over time. The

4
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 purported sale violates the written contract between the holding entities through which Pitt and

2 Jolie owned their respective investments in Miraval for nearly 15 years, which provided each

3 entity a right of first refusal over the other’s interest in Miraval. The purported sale disrupts

4 Pitt’s right to enjoy the home he established for his family. And the purported sale tortiously

5 interferes with Pitt’s and Mondo Bongo’s contractual rights, as well as with Pitt’s winemaking

6 partnership with Perrin, upon which Miraval was built.

7 THE PARTIES

8 13. Plaintiff William B. Pitt is an individual residing in Los Angeles, California.

9 14. Plaintiff Mondo Bongo, LLC is a limited liability company organized and existing

10 under the laws of California. Pitt is the sole member of Mondo Bongo, holding 100% of its

11 membership interest.

12 15. Defendant Angelina Jolie is an individual residing in Los Angeles, California.

13 16. Defendant Nouvel, LLC is a limited liability company organized and existing

14 under the laws of California. Jolie formed Nouvel for the sole purpose of purchasing and

15 holding shares in the parent entity of Miraval. Prior to her purported sale of Nouvel, Jolie was

16 the sole member of Nouvel and held 100% of its membership interest. Also prior to Jolie’s

17 purported sale of Nouvel, Jolie’s business manager, Terry Bird, served as the secretary and

18 manager of Nouvel.

19 17. Defendant Yuri Shefler is an individual who resided in the United Kingdom at the

20 time he was served with the pleadings in this action. Shefler now purports to reside in

21 Switzerland. Shefler is the ultimate beneficial owner of SPI Group Holding Limited (“SPI

22 Group”), Tenute del Mondo, and Nouvel.

23 18. Defendant Alexey Oliynik is an individual residing in Switzerland. Oliynik is a

24 purported manager of Nouvel, a director of SPI Group, and a longtime associate of Shefler.

25 19. Defendant SPI Group is a private limited company organized under the laws of

26 Cyprus and the corporate parent of Tenute del Mondo and, now, Nouvel. SPI Group products

27 are produced, managed, and distributed by Stoli Group. This complaint also refers to SPI Group,

28

5
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 together with its subsidiaries, affiliates, directors, and officers, including Shefler, as “Stoli” or

2 the “Stoli Group.”

3 20. Defendant Tenute del Mondo is a private limited company organized and existing

4 under the laws of the Netherlands, the purported member of Nouvel, and a subsidiary of SPI

5 Group.

6 21. The names and capacities, whether individual, corporate, or otherwise, of

7 Defendants named herein as Roes 1 through 10, inclusive, are unknown to Plaintiffs. Plaintiffs

8 therefore sue said Defendants by fictitious names. Plaintiffs will amend this Second Amended

9 Complaint to substitute the true names and capacities of such Roes when they have been

10 ascertained.

11 JURISDICTION AND VENUE

12 22. This Court has personal jurisdiction over Jolie pursuant to California Code of
13 Civil Procedure § 410.10, because she conducted business in, is a resident of, and/or committed
14 the acts alleged herein in California.
15 23. This Court has personal jurisdiction over Nouvel pursuant to California Code of
16 Civil Procedure § 410.10, because Nouvel is a limited liability company organized and existing
17 under the laws of California with its principal place of business in California, and/or because it
18 committed the acts alleged herein in California.
19 24. This Court has personal jurisdiction over Shefler pursuant to California Code of
20 Civil Procedure § 410.10, because he has the requisite minimum contacts with California.

21 Shefler purposefully availed himself of the forum, and Plaintiffs’ causes of action arise out of or

22 relate to Shefler’s forum-related contacts.

23 25. This Court has personal jurisdiction over Oliynik pursuant to California Code of

24 Civil Procedure § 410.10, because he has the requisite minimum contacts with California.

25 Oliynik purposefully availed himself of the forum, and Plaintiffs’ causes of action arise out of or

26 relate to Oliynik’s forum-related contacts.

27 26. This Court has personal jurisdiction over SPI Group pursuant to California Code

28 of Civil Procedure § 410.10, because it exercises continual and pervasive control of its agent and

6
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 indirect subsidiary Nouvel—a California LLC—and because it has the requisite minimum

2 contacts with California. SPI Group purposefully availed itself of the forum, and Plaintiffs’

3 causes of action arise out of or relate to SPI Group’s forum-related contacts.

4 27. This Court has personal jurisdiction over Tenute del Mondo pursuant to

5 California Code of Civil Procedure § 410.10, because it exercises continual and pervasive

6 control of its agent and direct subsidiary Nouvel—a California LLC—and because it has the

7 requisite minimum contacts with California. Tenute del Mondo purposefully availed itself of the

8 forum, and Plaintiffs’ causes of action arise out of or relate to Tenute del Mondo’s forum-related

9 contacts.

10 28. Venue is proper pursuant to California Code of Civil Procedure § 395(a), because

11 Jolie resides in the County of Los Angeles, California.

12 29. This Court has subject matter jurisdiction over this action because Plaintiffs assert

13 claims under California law and the amount in controversy exceeds this Court’s jurisdictional

14 minimum.

15 30. The bases for the Court’s personal jurisdiction over Shefler, Oliynik, SPI Group,

16 and Tenute del Mondo (the “Stoli Parties”) include but are not limited to the following:

17 a. Tenute del Mondo purported to purchase Nouvel (a California entity) from Jolie

18 (a California resident), for the purpose of the Stoli Parties’ entering into a long-term business

19 relationship with Pitt (another California resident) and leveraging his worldwide fame. Tenute

20 del Mondo made this purported purchase following months-long negotiations that began in

21 March 2021, when the Stoli Parties’ representatives directly contacted Jolie’s California counsel.

22 b. Shefler—the founder and ultimate controller of the Stoli empire, including SPI

23 Group and Tenute del Mondo—personally participated in the negotiations for the purchase of

24 Nouvel. While Shefler has represented in court filings in this action that he “did not participate

25 in the negotiations . . . concerning the sale of Nouvel,” and that his “relationship with Nouvel” is

26 “highly attenuated” and “separated by multiple levels of corporate subsidiaries,” Stoli’s

27 document production shows this to be untrue. For instance, documents produced by the Stoli

28 Parties indicate that a bank relied on Shefler’s personal accounts and assets held at the bank in

7
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 agreeing to issue a guarantee letter in connection with the purported transaction and addressed

2 related correspondence to Shefler personally.

3 c. Shefler’s numerous letters to Jolie (a California resident) further confirm Shefler’s

4 personal participation in the deal and the fiction of his representation that his relationship to

5 Nouvel is “highly attenuated.” In July 2021, Shefler thanked Jolie for accepting his offer to

6 purchase her stake in Miraval. As he put it to Jolie: “[T]hank you for your trust in me & my

7 company, and accepting my offer made in regards to sale of Miraval.” And in September 2021,

8 shortly before the purported deal closed, Shefler reached out to Jolie again, this time thanking

9 her “for [her] willingness to assist in resolving potential issues with [Pitt]” and expressing regret

10 that their “unique transaction . . . is not as straight forward as we would all like.” Even after the

11 deal closed, Shefler continued sending letters to Jolie concerning the purported transaction, at

12 one point asking her to consider extending “the remaining payments [he owed Jolie] for couple

13 of months [sic], which would really help my company.” After a back-and-forth through their

14 representatives, Shefler and Jolie came to an agreement to extend certain payments. Shefler has

15 also sent communications to Pitt, in turn threatening him and in turn expressing a fervent desire

16 to partner with him.

17 d. Oliynik, as Shefler’s right-hand man and a director of SPI Group, spearheaded the

18 Stoli Parties’ negotiations with Jolie and Nouvel, including by communicating directly with

19 Jolie’s California-based business manager, Bird, who advised Jolie during the negotiations.

20 Oliynik also communicated with Stoli’s California-based lawyers at Stoel Rives, LLP—the

21 California law firm that the Stoli Parties retained as deal counsel for their purported purchase of

22 Nouvel.

23 e. During the negotiations, the Stoli Parties required Jolie (a Californian) to petition

24 the California Superior Court overseeing her divorce proceedings with Pitt to lift automatic

25 temporary restraining orders (“ATROs”) that prevented her from selling her assets, including

26 Nouvel (her California LLC). The Stoli Parties conditioned their purported acquisition of

27 Nouvel on the lifting of the ATROs by the California courts, as reflected in transaction

28 agreements between Jolie and the Stoli Parties. Jolie’s deal counsel affirmed in a declaration

8
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 submitted to the California Superior Court that Jolie sought this relief for the purpose of

2 facilitating her negotiations with a third-party buyer and her eventual purported sale of Nouvel.

3 (Pitt, in good faith, agreed to stipulate to the lifting of the ATROs, but explicitly stated that he

4 did “not consent[]” to the sale of Nouvel—an assertion of Pitt’s rights that Stoli and Jolie

5 ignored.) Among other things, by leveraging a California court to advance their negotiations,

6 and by conditioning the transaction on the actions of that court, the Stoli Parties intentionally

7 directed their conduct toward California.

8 f. The transaction agreements between the Stoli Parties and Jolie, by which the Stoli

9 Parties consummated their purported purchase of Nouvel, further demonstrate the Stoli Parties’

10 connection to the California forum. Under both the Exclusivity Agreement that Tenute del

11 Mondo and Jolie entered on July 9, 2021 (the “Exclusivity Agreement”), and the Membership

12 Interest Purchase Agreement they entered on September 24, 2021 (the “Purchase Agreement”),

13 Tenute del Mondo submitted to the “exclusive[]” jurisdiction of the California courts and for the

14 parties’ disputes to be “governed by and construed in accordance with” California law. See

15 Purchase Agreement § 9.11; Exclusivity Agreement § 11. In fact, early drafts of the Purchase

16 Agreement indicate that it was the Stoli Parties that insisted the agreement be governed by

17 California law, rejecting Jolie’s repeated suggestions that Delaware or New York law apply.

18 g. The Stoli Parties also have secured ongoing contractual benefits from Jolie, a

19 California resident, through the Purchase Agreement. Under its terms, Tenute del Mondo—and

20 the other Stoli Parties and their affiliates—are entitled to indemnification from Jolie for “all

21 Losses” resulting from “any Liability of [Nouvel]” resulting from breaches of key

22 representations and warranties, including Jolie’s authority to sell Nouvel, for three years after the

23 closing of the purported deal. See Purchase Agreement § 7.2(a). Jolie is also required to

24 “assist[]” Tenute del Mondo after the closing to “implement the transactions” to which the

25 parties agreed—in other words, to assist Tenute del Mondo in rebuffing any challenges to the

26 deal. Id. § 5.4. The Stoli Parties’ contractual relationship with Jolie in connection with their

27 purported purchase of Nouvel is also ongoing pursuant to an addendum to the Purchase

28 Agreement, which requires Jolie to cooperate with the Stoli Parties and to bear the cost of certain

9
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 attorneys’ fees incurred in connection with ongoing litigation between Mondo Bongo and Stoli-

2 controlled Nouvel in Europe. See Addendum to Purchase Agreement dated September 27, 2021

3 (the “First Addendum”) § 2. Moreover, in connection with the European litigation, the Stoli

4 Parties, including Oliynik personally, were granted access to the files of California-based Bird,

5 and they secured a declaration from Jolie (executed in Los Angeles, California).

6 h. The Stoli Parties have continued to avail themselves of the California forum since

7 purportedly purchasing Nouvel. Upon announcing the purported transaction, the Stoli Parties

8 issued a press release touting their relationship with Pitt, a California-based Hollywood movie

9 star, and a senior executive of Stoli boasted of its “partnership” with Pitt in a leading wine

10 publication. Thus, in addition to forcing their way into Pitt’s family business, the Stoli Parties

11 are seeking to benefit from affiliation with Pitt’s fame, without Pitt’s consent.

12 i. In addition, since closing the purported transaction, the Stoli Parties, including

13 SPI Group and Tenute del Mondo, promptly installed Oliynik as manager of Nouvel. Oliynik

14 holds himself out as the effective CEO of this California LLC. In that capacity, Oliynik has

15 directed Nouvel’s conduct on behalf of Shefler, himself, SPI Group, and Tenute del Mondo,

16 including their efforts to force their way into the management of Miraval and to disrupt Pitt’s and

17 Mondo Bongo’s business interests. These individuals and entities have leveraged Nouvel to

18 attempt a hostile takeover of Miraval. In so doing, they use Nouvel as a mere instrumentality

19 through which they act, rather than treat Nouvel as an independent corporate entity. Nouvel is a

20 California LLC and thus all of its conduct in this regard emanates from the State of California.

21 j. The Stoli Parties have even admitted that they dominate and control Nouvel. In

22 Nouvel’s Cross-Complaint in this very action, the Stoli Parties (through Nouvel) alleged that

23 they used Nouvel to seek the assistance of yet another California court, boasting that “the Stoli

24 Group has . . . cause[d] Nouvel to seek . . . permission to obtain documents” from Pitt, Mondo

25 Bongo, and Warren Grant, Pitt’s business manager, pursuant to a subpoena before a California

26 federal court for use in European litigation.

27 31. In sum, the Stoli Parties purchased a California LLC (Nouvel) from a Californian

28 (Jolie), for the purpose of doing business with another Californian (Pitt) and another California

10
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 LLC (Mondo Bongo). In so doing, the Stoli Parties relied on California deal counsel (Stoel

2 Rives), sought the relief or assistance of multiple California courts, and insisted on a California

3 forum to resolve any disputes. And the Stoli Parties continue to act through Nouvel, i.e., their

4 California LLC, in their ongoing effort to control Miraval and interfere in the interests of Pitt and

5 Mondo Bongo. The Stoli Parties have availed themselves of the benefits of the California forum

6 and are subject to jurisdiction before this Court.

7 FACTUAL BACKGROUND

8 A. Pitt and Jolie acquire Miraval.

9 32. Château Miraval S.A. is a French company that owns a residential property and

10 vineyard located in Correns, France. When Pitt and Jolie first became interested in purchasing

11 Miraval in 2008, Château Miraval S.A. was owned by Quimicum S.A. (“Quimicum”), a

12 Luxembourg limited liability company. Quimicum and Miraval were then owned by a hobbyist

13 who operated a small, unprofitable wine business on the estate. (In this complaint, “Miraval”

14 refers to both the Château Miraval estate, where Pitt and Jolie were married in 2014, and its

15 associated wine business.)

16 33. To effectuate their acquisition of Miraval in 2008, Pitt and Jolie each established a

17 California limited liability company. Pitt named his entity “Mondo Bongo” after a song featured

18 in Mr. and Mrs. Smith, the film that Pitt and Jolie were making when they met. Jolie named her

19 entity “Nouvel,” the middle name of one of the couple’s children. Jolie formed Nouvel for the

20 sole purpose of holding her interest in Quimicum (and, indirectly, Miraval) and nothing else.

21 34. Through Mondo Bongo, Pitt paid roughly €15 million to acquire 600 shares of

22 Quimicum, constituting an indirect 60% ownership interest in Château Miraval S.A. Through

23 Nouvel, Jolie paid roughly €10 million to acquire 400 shares of Quimicum, constituting an

24 indirect 40% ownership interest in Château Miraval S.A. Pitt and Jolie subsequently leased the

25 estate for appropriate consideration from Château Miraval S.A.

26 B. Pitt takes the lead on developing Miraval’s grounds and building the business.

27 35. When Pitt and Jolie purchased Miraval in 2008, they envisioned that it would

28 serve as a private home for the couple and their family, and that Pitt could develop its vineyard

11
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 into a successful, family-owned wine business for the long-term benefit of Pitt, Jolie, and their

2 children. As Jolie put it: They bought Miraval “as a family, for our family,” and “intended it to

3 be a family business.”

4 36. From the time of the acquisition, the couple agreed that Miraval was in need of

5 renovation, particularly if the grounds were to support a viable wine business and serve as the

6 flagship property used to advertise and promote that business. As Jolie has publicly

7 acknowledged, it was Pitt who “took responsibility for the architecture and renovation of

8 Miraval”; Miraval “was [Pitt’s] passion.” Indeed, in this very action, Nouvel has stated that

9 “[b]y agreement, . . . [o]versight of the couple’s investment in Chateau Miraval was left in the

10 hands of Pitt.”

11 37. While Pitt had been led to believe in the run-up to the purchase that the existing

12 wine business on the estate could pay for itself, that was not true. The business was losing

13 money each year. Initially, Pitt and Jolie determined that they would invest in Miraval, through

14 loans through Quimicum, on a pro rata basis reflecting their respective 60-40 ownership interest.

15 But in 2013, in the midst of renovations, Jolie stopped contributing. Jolie’s business manager

16 explained Jolie’s reasoning: “Although Angie is very excited and pleased about the changes to

17 the property and knows that Miraval is going to be a beautiful home for their family,” her

18 decision to direct films (instead of act) left her unable to afford further contributions.

19 38. Thus, as both Pitt and Jolie—by then engaged to be married—recognized, unless

20 Pitt continued to finance the development of Miraval, the couple’s plan for their family estate

21 and business would be derailed.

22 39. By late 2016, Pitt had invested nearly $50 million more in Miraval than had Jolie.

23 This meant that Pitt had funded roughly 70% of the couple’s investment, while Jolie had funded

24 the remaining 30%. These percentages and amounts were reflected in accounts that Jolie’s

25 business manager would later send to Pitt.

26 40. In making these investments, Pitt was assured—based on, among other things, the

27 couple’s years-long relationship and marriage, their joint vision for Miraval as a family-owned

28 and operated business, her assurances to him that she shared that vision and would not disrupt it,

12
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 Pitt’s transformation of the estate into a private residence for the family, and Jolie’s willingness

2 to allow him to invest in a manner far disproportionate to his relative ownership share—that, as a

3 matter of mutual and binding commitment, the couple would hold Miraval together, and that, if

4 the time ever came, neither could or would dispose of his or her interest separately without the

5 other’s consent.

6 41. For many years, Jolie honored that commitment. As Jolie assured Pitt while he

7 continued to make these disproportionate investments even after their separation, “All of Miraval

8 is based on an event we both say won’t happen”—i.e., a sale of Miraval away from the family.

9 42. Pitt would not have made these investments but for the rights Jolie owed him and

10 these promises she made him.

11 C. Mondo Bongo and Nouvel reincorporate Quimicum as a private LLC and

12 agree to substantial transfer restrictions on the sale of Quimicum shares.

13 43. Pitt also made these investments in Miraval in reliance on the written contractual

14 rights that ran between Mondo Bongo and Nouvel. Several months before Jolie announced that

15 she would cease investing in Miraval, Mondo Bongo and Nouvel converted Quimicum S.A.—

16 the Luxembourgish entity through which Pitt and Jolie held their downstream interests in

17 Miraval—into a private limited liability company, renamed Quimicum S.à r.l. In contrast to an

18 S.A. (société anonyme), an s.à r.l. (société à responsabilité limitée) is the Luxembourgish

19 business entity that is commonly used for private family businesses.

20 44. To effect this conversion, on March 25, 2013, Mondo Bongo and Nouvel agreed

21 to the Quimicum Articles of Association (the “Quimicum Articles”), see Ex. 1—a separate (but

22 consistent) agreement from the commitment Pitt and Jolie made with each other directly—which

23 significantly restricted the transfer of Nouvel’s or Mondo Bongo’s Quimicum shares (i.e., their

24 interests in Miraval) (the “Quimicum Transfer Restrictions”). Section 5.4.3 of the Quimicum

25 Articles prohibits the transfer of Quimicum shares “inter vivos to non-shareholders” without the

26 approval of 75% of shareholders. Under governing Luxembourg law, this provision applies to

27 any transfer of Mondo Bongo’s or Nouvel’s shares of Quimicum to a third-party individual or

28 entity.

13
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 45. Through Article 13, the Quimicum Articles also incorporate by reference a

2 Luxembourg statute, Article 710-12 of the Law of 10 August 1915, which supplements

3 Section 5.4.3 of the Quimicum Articles. Under Article 710-12, if a Quimicum shareholder

4 rejects the proposed transfer of shares to a third party, the shareholder may either purchase the

5 shares on the same terms offered to the third party or cause Quimicum to buy back the shares.

6 The statute thus supplies Quimicum’s shareholders an enhanced right of first refusal.

7 46. Because Nouvel did not hold 75% of Quimicum (and by extension Miraval), the

8 Quimicum Transfer Restrictions imposed a contractual obligation on Nouvel to obtain Mondo

9 Bongo’s consent before transferring Nouvel’s shares in Quimicum (and thus its interest in

10 Miraval) to a third party. If Mondo Bongo were to object to the transfer, the Quimicum Transfer

11 Restrictions allowed Mondo Bongo to exercise its right of first refusal or cause Quimicum to

12 repurchase Nouvel’s shares of Quimicum (and so, its stake in Miraval).

13 47. Thus, while Pitt did not seek a written “buy / sell” agreement when he and Jolie

14 first acquired Miraval in 2008 based on his belief that a written agreement predetermining the

15 precise terms of a future sale of the couple’s family home and family business was not

16 “necessary for two reasonable people” in a long-term relationship, the Quimicum Transfer

17 Restrictions between Mondo Bongo and Nouvel (entered the same year Miraval began its

18 partnership with Perrin, as described further below), as well as the mutual and binding

19 commitment between Pitt and Jolie directly evidenced by their conduct and statements over time,

20 ensured that each party would be protected in the event of a sale.

21 D. In December 2013, Mondo Bongo transfers 100 shares of Quimicum to

22 Nouvel for no consideration, in reliance on Pitt’s understanding with Jolie.

23 48. In December 2013, shortly before he and Jolie married, Pitt, through Mondo

24 Bongo, entered into a transaction that transferred 100 Quimicum shares (or 10% of Quimicum)

25 to Nouvel for the sum of €1, never paid, such that Mondo Bongo and Nouvel each nominally

26 hold a 50% interest in Quimicum and, by extension, Miraval.

27 49. At the time of the transfer, Pitt and Jolie understood that, if they ever sold

28 Miraval, their respective proceeds from the sale would reflect their 60-40 ownership split, as

14
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 further adjusted for Pitt’s disproportionate investments—not their nominal 50-50 ownership

2 interests that were effected through a transaction that lacked any consideration. (For this reason,

3 the validity of the transfer is the subject of ongoing proceedings in Luxembourg.)

4 50. Pitt would not have undertaken this separate transaction absent the contractual

5 relationship between the parties ensuring neither could unilaterally alienate their interest. It

6 would have made no sense for Pitt to contemplate giving up a majority position in Quimicum

7 (and thus Miraval) if Jolie could freely dispose of her stake by selling her interest in Miraval to a

8 third party without Pitt’s knowledge and consent. In accepting the 10% interest, Jolie—a

9 sophisticated party who, like Pitt, brought significant independent assets into the couple’s

10 relationship—further manifested her understanding of the same.

11 E. Under Pitt’s stewardship, Miraval flourishes.

12 51. By 2013, after undergoing years of renovations overseen by Pitt, the Miraval

13 estate was finally ready for the Jolie-Pitt family. Construction on the primary home and

14 auxiliary buildings was completed or nearing completion. Jolie was thrilled. As she told Pitt at

15 the end of that year: “It makes me smile . . . The way you describe our home and all the thought

16 that’s gone into it. I know in years to come our children and grandchildren will be enjoying all

17 the moments you have created for them.”

18 52. But Pitt remained dissatisfied with Miraval’s existing winemaking business. As

19 he explained to a leading wine publication, “I looked at the operation, which was absolutely fine

20 if you are making wine for your friends and neighbors. But I would see our [delivery] car pull

21 up, load two cases of wine to drive them two hours away, and be gone half a day. The business

22 model didn’t make sense to me.” Worse, the business was hemorrhaging cash.

23 53. Determined to make world-class, commercially viable wines, Pitt resolved to find

24 a business partner who was up to the task. Pitt identified Marc Perrin, one of France’s most

25 highly regarded winemakers, as a partner to reinvent Miraval’s wine business and, if the business

26 succeeded, to share in its success. Perrin’s business entity, Familles Perrin, is family-owned, as

27 was Château Miraval S.A. Perrin was fully on board with Pitt’s family-based vision for the

28 vineyard and brand. And Jolie agreed with Pitt’s suggestion to partner with the Perrin family

15
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 and their plans for the business: “So exciting. Well handled my love,” she told Pitt. “Thank

2 you.”

3 54. On March 21, 2013, Château Miraval S.A. entered into a 50-50 joint venture with

4 Familles Perrin to develop a global wine business that would be associated with the Miraval

5 estate. The joint venture—named Miraval Provence—was initially set up as an SNC (société en

6 nom collectif) and was changed to an SAS (société par actions simplifiée) in August 2021. The

7 joint venture was intended to create a long-term relationship with each side sharing equally.

8 55. Pitt and Perrin viewed Miraval Provence as a partnership between families. As

9 Pitt told Perrin in an early exchange: “[W]e should always feature the idea of families.” Thus,

10 the two family names were used on some of the initial labeling on the wine’s gift boxes and

11 bottles:

12

13

14

15

16

17

18

19

20
56. Pitt and Perrin worked together personally to design the labels and bottles for the
21
initial Miraval Côtes de Provence brand. For instance, in late 2012 as they were gearing up to
22
launch Miraval Provence, Perrin sent Pitt an email brainstorming their options for the new labels
23
and bottles. As Perrin explained to Pitt, he wanted the joint venture to develop a bottle that could
24
be “recognize[d] . . . on the shelf of a store without doubts.” And he noted that they had an
25
opportunity to use a “very new” type of bottle that was “not used in [P]rovence (where 90% are
26
Bordeaux shapes like the one currently used by [Château Miraval S.A.]).” That new shape,
27
Perrin remarked, would also be “very easy to pour for a sommelier,” because “it has a nice
28

16
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 ‘touch’ to it.” The joint venture might also be able to create “a crest embossed in the glass of the

2 bottle as soon as this year.”

3 57. Pitt responded to Perrin: “I think it’s fantastic. But it requires the tiniest of labels

4 as shown. And nothing on the back. So the focus is on the glass and the rose. Can we get away

5 with such . . . a miniature minimalistic label? It’s bold.”

6 58. The result of this close collaboration is Miraval’s distinctive bottle and label:

10

11

12

13

14

15

16

17 59. The first wine developed by the joint venture, the Miraval Rosé 2012, was an

18 instant success. Its first 6,000 bottles sold out online within five hours. Wine Spectator, the

19 leading wine publication in the United States, went on to award Miraval Rosé 2012 a coveted

20 spot on its Top 100 of 2013 list—the first rosé to ever appear on the list. As Wine Spectator

21 observed, “the wine’s quality matched the hype,” scoring “an outstanding 90 points on Wine

22 Spectator’s 100-point scale”—something no rosé had ever done.

23 60. Miraval’s sales and volume grew significantly in 2014. Unable to keep Miraval’s

24 wines in stock, wine purveyors resorted to waiting lists. From the start, Pitt devoted himself to

25 his family’s new joint venture with Perrin. In a 2014 interview, Pitt described how he had

26 “learn[ed] about the land and which field is most suitable for which grape.” He recounted the

27 rhythms of the harvesting season: “Are we picking today? Where are the sugar levels? How is

28 the acidity? Is it going to rain?”

17
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 61. Though Jolie benefitted from Miraval’s success, she had no involvement in these

2 efforts. As Jolie herself stated in court documents, “I regarded the house as my home, and I used

3 it for meetings related to my international work.”

4 F. In September 2016, Pitt and Jolie commence divorce proceedings and, in

5 March 2017, discuss their respective equity interests in Miraval.

6 62. On September 19, 2016, Jolie filed for divorce. Discussions quickly turned to the

7 couple’s assets.

8 63. From March to May 2017, Pitt and Jolie, along with their respective business

9 managers, Warren Grant and Terry Bird, worked out an $8 million loan from Pitt to Jolie for the

10 purchase of Jolie’s new California home. In tandem, they discussed how to allot Pitt’s and

11 Jolie’s respective ownership interests in Miraval in the event that Pitt bought out Jolie or of a

12 joint sale. Throughout the discussions, Jolie and Bird promised Pitt that Jolie “[saw] Miraval as

13 a center point for them and their grandchildren,” and that any sale would account for Pitt’s

14 disproportionate investment.

15 64. In March and April 2017, Pitt and Jolie discussed exactly what the split would be

16 in the event of a joint sale, with Jolie at one point informing Pitt that she was amenable to a

17 68-32 split (reflecting Pitt’s and Jolie’s actual levels of investments). Jolie assured him, “I will

18 only take what I put in” and “I don’t take anything you put in in the future.” “Again,” she

19 reiterated, “I can’t imagine the day this is a reality. It’s a gift to our children in the end. It’s not

20 even ours really. It’s an investment and business they will inherit.” In May 2017, Pitt agreed to

21 provide Jolie with the $8 million loan for her new home in California.

22 65. Over the next few months, Pitt and Jolie continued to discuss how they would

23 split the proceeds in the event of a joint sale of Miraval. Throughout the course of these

24 negotiations, Jolie never questioned Pitt’s right to a large majority of the proceeds from any sale

25 or suggested that she could or would sell her interest separately without Pitt’s and Mondo

26 Bongo’s consent. To the contrary, she vowed to Pitt, “I agree it all has to go if it goes.”

27 66. Jolie also never expressed any doubts about the value of Pitt’s contributions to the

28 business, or that Miraval reflects his vision. Instead, she proposed compensating Pitt for his role

18
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 in overseeing the investment. As Jolie explained through Bird, Jolie did not want “to restrict

2 [Pitt] creatively,” because she “believe[d] in his design” and “trust[ed]” that his decisions would

3 “bring additional value to the property and business.” Bird conveyed this message to Pitt: Jolie

4 would not seek any “control over the renovations and enhancements to the property and

5 business.”

6 67. The 2017 discussions between Pitt and Jolie eventually stalled due to Jolie’s

7 insistence that Pitt contribute many millions of dollars to her foundation. But those discussions

8 reaffirmed and reinforced the parties’ mutual and binding commitment that, notwithstanding the

9 divorce proceedings, they would hold Miraval together and that neither Jolie nor Pitt would sell

10 his or her interest separately to a third party. The discussions were also consistent with the

11 Quimicum Transfer Restrictions, which imposed a contractual obligation on both Mondo Bongo

12 and Nouvel to offer the other a right of first refusal over their separate interests in Miraval.

13 G. Pitt remains committed to Miraval and continues to steward its expansion.

14 68. Thus, in ongoing reliance on his and Mondo Bongo’s rights, as well as Jolie’s

15 promises that she would not take more than she had put into Miraval, Pitt continued to devote

16 substantial attention and resources to the development of the business and the expansion of its

17 production, distribution, and sales. When Marc Perrin was asked about speculation that Pitt and

18 Jolie would sell Miraval in light of their divorce, he dismissed it, drawing on his knowledge of

19 Pitt and Jolie’s longstanding approach to Miraval and his own understanding of the partnership

20 between the Pitt and Perrin families. “The rumours about the sale of [Miraval] are false,” Perrin

21 told The Drinks Business. “It is an investment for the family and the children.”

22 69. And so Pitt and Perrin doubled down on their winemaking partnership, working

23 together to expand Miraval’s product lines. In 2019, Miraval launched a new brand—Studio by

24 Miraval—at a lower price point, which achieved millions in sales in its first year on the shelves

25 and has enjoyed tremendous sales and volume growth in the years since.

26 70. In January 2020, Miraval began partnering with Rodolphe Péters, a revered

27 champagne grower. Pitt’s idea, years in the making, was to establish the first champagne house

28 devoted exclusively to rosé champagne. In October 2020, a sub-joint venture established under

19
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 Miraval Provence released Fleur de Miraval, the first edition of the partnership’s rosé

2 champagne.

3 71. Interviewed about the venture, Péters explained that Pitt was “involved 200%

4 with everything.” Though Pitt “trust[ed] [Perrin and Péters] to make the wine,” he still

5 “want[ed] to know, to understand the process.” And Pitt was “involved with everything else, the

6 label, the packaging, the marketing.” Pitt also appeared in Miraval advertisements, agreeing as

7 part of the joint venture with Perrin that Miraval could use Pitt’s own name and image to

8 advance the Miraval brand, without seeking his market-rate endorsement fees.

9 72. As Miraval expanded under Pitt’s and Perrin’s stewardship, their vision for the

10 label remained the same: Miraval was a family-based business partnership between the Pitt and

11 Perrin families to create high-quality French wine. Their commitment to this strategy took on

12 even more significance over the years, as rosé wine increased in popularity and Provence-based

13 wines, like Miraval, became the acquisition targets of large spirits conglomerates. As Perrin told

14 Pitt in 2019 after a competing label came under conglomerate ownership: “[N]ow that our main

15 competitor is part of [a] huge corporation, we must reinforce our family-own[ed] / family-run

16 specificity.” Pitt agreed and encouraged Perrin to develop a “marque ombrelle” (i.e., an

17 umbrella label) for Miraval that would promote Miraval’s wines as “family made.”

18 73. Pitt and Perrin’s long-term strategy has yielded exceptional returns. The Perrin

19 family’s expertise, experience, and connections in the French winemaking world, along with its

20 investment in the business operations, have proven the perfect match for Pitt’s vision for

21 Miraval, his name recognition, and his investment in the estate that serves as its flagship

22 property. As Pitt and Perrin envisioned, the property as developed by Pitt has played a key role

23 in raising the profile of the business and its wines—only made possible by Pitt’s outsized

24 commitment of time and resources. Miraval products have come to be sold in over 65 different

25 countries. Revenues have grown rapidly since Miraval first jolted the rosé market in 2013. And

26 volume sales likewise have climbed sharply. In May 2023, Le Figaro Magazine ranked Miraval

27 first on its annual list of the most desirable vineyards in Provence, demonstrating the value of

28 those investments in the property and the business.

20
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 74. Pitt and Perrin—through significant financial investment and years of sweat

2 equity—have built a highly successful family-owned business. The business has

3 correspondingly grown massively in value since 2008 and is now worth hundreds of millions of

4 dollars.

5 75. Meanwhile, Jolie did not contribute to the growth of Miraval. Instead, she

6 allowed Pitt to make these investments and devote himself to the business in reliance on her

7 repeated promises to hold the property together with him and to never sell separately, along with

8 the separate consent and first refusal rights that Mondo Bongo possessed vis-à-vis Nouvel

9 through the Quimicum Articles.

10 76. None of Miraval’s success would have occurred if Pitt had not acted in reliance

11 on these rights.

12 H. Jolie reaffirms the parties’ contractual expectations through renewed

13 negotiations with Pitt.

14 77. As Miraval continued to grow in value, Jolie expressed renewed interest in

15 cashing out of the enterprise. Thus, in mid-2019, Pitt and Jolie resumed discussions about Jolie’s

16 potential exit from Miraval. Right out the gate, Jolie abandoned her earlier promise to “only take

17 what [she] put in.” Instead, Jolie, who now had the benefit of the $8 million loan, demanded that

18 all negotiations be based on her nominal 50% stake in Miraval. But notwithstanding this reversal

19 in position, Jolie still recognized that she could not sell her interest in Miraval without Pitt.

20 78. While Pitt disputed Jolie’s entitlement to half of Miraval (a position that Jolie

21 eventually backed down from), he was nonetheless prepared to buy Jolie out, either in whole or

22 in part, on reasonable terms.

23 79. The parties exchanged various proposals concerning the terms that would govern

24 a partial buyout. In January 2021, Jolie wrote to Pitt that she had reached a “painful decision,

25 with a heavy heart.” The partial buyout Pitt and Jolie had been negotiating—in which Pitt would

26 purchase a portion of Jolie’s stake in Miraval and Jolie would thus continue to share in future

27 appreciation of the business—was off the table. As Jolie explained, she had purchased Miraval

28 with Pitt “as a family business” and as the place where she believed they “would grow old”

21
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 together. But, Jolie claimed, given her personal objections, she could no longer maintain any

2 ownership position in an alcohol-based business. According to Jolie (who herself had collected

3 millions of dollars in endorsement fees from Miraval through this period), her decision was

4 prompted by Miraval’s recent ad campaign, which featured Pitt’s personal image to promote

5 Miraval rosé.

6 80. Reflecting her and Nouvel’s contractual agreements with Pitt and Mondo Bongo,

7 as well as the parties’ course of dealings and conduct to date, Jolie explained that there were

8 “two ways forward.” The first was an “outright sale” of Miraval by both Pitt and Jolie jointly.

9 In this scenario, Pitt and Jolie would jointly market Miraval to third parties. “The alternative

10 [was] . . . a complete buy out of [her] share,” by Pitt and/or Perrin, in which Jolie would sell her

11 entire stake to Pitt and/or, with Pitt’s consent, to his trusted business partner. Jolie conveyed the

12 same message to Perrin, explaining that she did “not wish to harm the business or the families

13 involved.” The Perrin family, she said, “have been nothing but lovely.”

14 81. Neither scenario contemplated a unilateral sale by Jolie to a third party without

15 Pitt’s consent—a scenario that all recognized was impermissible under the parties’ agreements.

16 As Jolie’s counsel put it, if Pitt and Jolie could not reach a deal, Jolie would “out of necessity

17 have to remain in the business.”

18 82. Pitt, who had invested far more in Miraval than Jolie and saw it as one of his life’s

19 works, informed Jolie that he was not interested in selling to a third party but would work with

20 Perrin to acquire Jolie’s share of Miraval. Thus, through their representatives, Pitt and Perrin

21 engaged in buyout negotiations with Jolie. The contemplated transaction was structured as a sale

22 of Nouvel’s shares in Quimicum (the entity through which the couple owned Miraval), rather

23 than as a sale of Jolie’s stake in Nouvel (the entity she created to hold her stake in Quimicum).

24 By late February 2021, the negotiations progressed to a very advanced stage, and the parties even

25 reached an agreement on price: Jolie would receive $46 million upfront, an additional

26 $8.5 million over the next six years, and, at closing, repay Pitt the $7 million that she still owed

27 him on the 2017 loan he had provided for her new California home.

28

22
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 83. The parties were still finalizing terms, including the scope of a non-disparagement

2 clause, however. Jolie agreed to a non-disparagement clause that applied to the wine business.

3 Counsel for Pitt and Perrin, by letter sent on April 16, 2021, sought a standard non-

4 disparagement clause that also covered the “direct and indirect shareholders of the business,”

5 including Pitt and Perrin—with a clear exception for court filings and testimony. Given Pitt’s

6 close personal association with the Miraval brand and participation in its marketing (which Jolie

7 clearly recognized in claiming that Pitt’s appearance in Miraval ads motivated her desire to exit

8 the business completely), the request was viewed as consistent with the parties’ already agreed-

9 upon terms designed to protect the business.

10 84. On May 9, 2021, Jolie’s counsel responded with changes that her counsel said

11 were intended to “mutualise[]” and “limit[] the duration” of that clause, but also eliminated the

12 attempt to protect the business by extending the clause to direct and indirect shareholders. Pitt

13 and Perrin’s counsel had no objection to mutualizing the clause, but endeavored to continue

14 negotiating its duration and its coverage of direct and indirect shareholders of the business, as

15 well as the duration of the non-compete and confidentiality clauses with which Jolie’s counsel

16 also had taken issue.

17 85. But on May 12, 2021, the private judge chosen by Pitt and Jolie to preside over

18 the couple’s custody proceedings (the very same judge who, years earlier, had officiated their

19 wedding at Miraval) issued a tentative ruling—following a months-long trial—finding that the

20 existing custody order required modification, at Pitt’s request, in the best interests of Pitt and

21 Jolie’s children. On May 13, 2021, the judge also issued a detailed report following his ruling

22 that found Jolie was not credible.

23 86. Also at this time, unbeknownst to Pitt and as set forth further below, Jolie had

24 been simultaneously and secretly negotiating with Stoli to sell her putative 50% stake in Miraval.

25 87. Thus, notwithstanding that Pitt and Jolie were on the cusp of striking a deal on a

26 buyout of Jolie’s stake in Miraval, on June 13, 2021, Jolie informed counsel handling the

27 negotiations for Pitt and Perrin through her Luxembourg attorney, Laurent Schummer, that she

28 was “stepping back from all aspects of negotiations regarding the sale of her stake in Miraval”

23
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 purportedly because of the “restrictive language” requested in the mutual non-disparagement

2 clause, which she claimed was “designed to limit [her] freedom to speak.”

3 88. This was clearly pretextual. Less than a year later, in connection with the former

4 couple’s divorce proceedings, Jolie, through divorce counsel, proposed an even broader non-

5 disparagement clause that would have provided that “[o]ther than in court pleadings or

6 testimony, neither party shall directly or through a party’s representatives make in a public forum

7 any derogatory remark about the other party.”

8 89. The mutual and standard clause proposed by counsel for Pitt and Perrin was

9 narrower; it was intended to protect the business. It read:

10 At no time for a legally binding period of four (4) years following the Closing
Date, and, on a good faith basis, any period thereafter, shall the Parties (i) make
11
any statements, or take any other actions whatsoever, to disparage, defame, or
12 compromise the goodwill, name, brand or reputation of Miraval Provence or any
of its affiliates or direct and indirect shareholders, including Ms. Angelina Jolie,
13 Mr. William Bradley Pitt, Mr. Marc Perrin and Familles Perrin SAS or
(ii) commit any other action that could likely injure, hinder or interfere with the
14 Business, business relationships or goodwill of Miraval Provence, its affiliates or
its direct and indirect shareholders.
15

16 The clause also made clear that there would be no limitation on Jolie’s ability to speak in

17 connection with Pitt and Jolie’s divorce or custody proceedings. It specifically provided:

18 This commitment shall however not limit the ability, for any Party, to make any
claims, filings or testimony in any legal proceedings.
19

20 90. Additionally, Jolie had known about this request for a non-disparagement clause
21 that extended to Pitt (and Perrin), since at least April 2021, and the parties had been actively
22 discussing the term for nearly two months. (Tellingly, Jolie’s Cross-Complaint filed in this
23 action incorrectly alleges that she did not learn of this request until June 2021.)
24 91. On June 15, 2021, Jolie’s counsel informed Pitt and Perrin’s counsel that Jolie
25 was formally terminating discussions and disingenuously accused Pitt of having no intent of
26 finalizing an agreement. This assertion was without basis and contrary to the extensive
27 engagement by counsel for Pitt and Perrin in seeking to finalize the transaction: Indeed, in order
28

24
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 to fund the buyout, Perrin had secured a substantial loan on extremely favorable terms and he

2 and Pitt were eager to close the deal. All Jolie’s counsel, Schummer, could point to as grounds

3 for termination were the standard non-disparagement, non-compete, and confidentiality clauses

4 and two other newly raised, makeweight factors: (1) Pitt and Perrin’s request to make a single

5 post-closing payment of $8.5 million after four years, rather than two payments over three years

6 for the same total amount (and still shorter than the parties’ previous agreement of payment over

7 six years), and (2) Pitt and Perrin’s re-insertion of a material adverse change clause, a standard

8 term in purchase agreements that conditions a sale on the absence of unexpected material

9 changes to the business prior to closing.

10 92. Pretexts in place, Schummer concluded his letter on behalf of Jolie with a

11 disavowal of Jolie’s obligations to Pitt: “we consider ourselves free from any negotiations with

12 you,” Schummer wrote, and “free to pursue any other transactions that we would deem

13 appropriate to undertake.” That communication flatly contradicted Schummer and Jolie’s

14 written recognition only two months earlier that if Jolie did not reach an agreement with Pitt,

15 then she would “out of necessity have to remain in the business.” It was also a blatant attempt at

16 record-making—a recognition of Jolie’s and Nouvel’s respective contractual obligations to

17 obtain Pitt’s consent to any sale to a third party and to offer a right of first refusal to Mondo

18 Bongo, and an attempt to suggest that they had met those obligations. Nothing could have been

19 further from the truth.

20 I. Jolie secretly negotiates the sale of her interest in Miraval to the Stoli Group,
21 a Russia-affiliated spirits conglomerate.

22 93. The truth, as documents recently produced in this litigation now confirm, was

23 simpler: Jolie had been secretly negotiating with a third-party buyer. And in the wake of the

24 adverse custody ruling, she no longer wanted to sell to Pitt, notwithstanding her contractual

25 obligations and years of assurances to him.

26 94. Jolie’s buyer was the Stoli Group, a Russia-affiliated spirits conglomerate famous

27 for its Stolichnaya vodka and controlled by Russian oligarch Yuri Shefler. Shefler’s control over

28 the Stoli empire is absolute.

25
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 95. Shefler’s interest in Miraval was longstanding. Back in October 2016, Shefler,

2 through Tenute del Mondo (the Stoli Group’s wine-focused subsidiary), had immediately seized

3 on news of Pitt and Jolie’s September 2016 divorce filing to make a bid for the property and

4 wine business. At that time, Tenute del Mondo, with Shefler’s backing, formally offered

5 €60 million for Château Miraval S.A. Shefler also personally offered a bizarre sweetener for

6 Pitt: a €50 million private jet on “very attractive terms,” the discounted price of €23 million.

7 Miraval officials rejected the offer.

8 96. In the spring of 2021, Shefler perceived an opportunity to make a second attempt

9 to get a piece of Miraval, following public reports about the acrimonious custody trial between

10 Pitt and Jolie. Thus, in early April 2021, Shefler’s associates contacted Château Miraval S.A.’s

11 CEO, who agreed to meet with them in May 2021. Following this meeting, Pitt confirmed that

12 he had no interest in a deal with Shefler. Château Miraval S.A.’s CEO, aware of Pitt’s and

13 Mondo Bongo’s contractual consent and first refusal rights concerning any third-party sale,

14 informed Shefler’s affiliates that no deal could be done.

15 97. Meanwhile, seeking to exploit this difficult and emotional period for the couple,

16 Shefler’s representatives also had been secretly in touch with Jolie. While Jolie’s Cross-

17 Complaint alleges that she only became “receptive” to a third-party sale in May 2021, Jolie’s

18 own document productions show this to be untrue. On March 30, 2021, a lawyer for Shefler

19 contacted Jolie’s California-based divorce lawyer to inquire whether she would be interested in

20 selling her stake in Miraval. Notwithstanding Jolie’s claimed personal objections to the alcohol

21 industry, Jolie was eager to do business with Shefler and his massive spirits conglomerate, best

22 known for its hard-liquor labels. And evidently, she had no qualms about inviting Shefler (who

23 has been designated by the U.S. government as a Russian oligarch) to share the family home that

24 Pitt built for their children’s legacy. Just two days later, on April 1, 2021, Jolie’s divorce

25 counsel responded that Jolie “may have interest” and connected Stoli to Jolie’s Luxembourg-

26 based transactional counsel. Throughout April, Jolie’s representatives had numerous phone calls

27 and even an in-person meeting with Stoli, including Oliynik personally, to continue discussions

28 on a potential deal.

26
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 98. On May 12, 2021—the same day the private judge in Pitt and Jolie’s custody

2 proceedings issued the tentative ruling in Pitt’s favor—Bird, as manager of Nouvel, executed the

3 Confidentiality Agreement with Tenute del Mondo (the Stoli entity that Shefler used for the

4 transaction), which required Tenute del Mondo to keep confidential even “the fact that

5 discussions and/or negotiations relating to the Proposed Transaction are taking place.” See

6 Confidentiality Agreement §§ 1.1, 2.

7 99. Stoli and Jolie adopted the provision, because they knew that Pitt and Mondo

8 Bongo would oppose this sale. For precisely that reason, they also jointly structured the

9 purported transaction to try to circumvent the rights Nouvel owed Mondo Bongo under the

10 Quimicum Articles. Instead of selling Nouvel’s shares in Quimicum (and thus Jolie’s stake in

11 Miraval), which the Quimicum Articles expressly prohibited, and which had been the structure

12 of the sale being negotiated with Pitt, the Confidentiality Agreement contemplated a sale of

13 Nouvel itself. Given that Nouvel was created for the sole purpose of purchasing and holding

14 shares in Quimicum and that its only asset was its interest in Miraval, this structure was an

15 obvious subterfuge.

16 100. By the end of May 2021, while Jolie was still purporting to negotiate with Pitt and

17 Perrin, Stoli and Jolie had arrived at a ballpark price of $65 million for the deal—a price that was

18 kept secret from Pitt, and which, in the wake of the private judge’s ruling finding Jolie not

19 credible, she never gave him the opportunity to match.

20 101. On June 15, 2021—the same day that Jolie definitively informed Pitt she was

21 terminating buyout discussions and was finally “free to pursue any other transactions”—Stoli

22 and Jolie executed a second Confidentiality Agreement with the same terms as the first one.

23 102. On June 25, 2021, while disclosing none of this, Jolie informed Pitt through

24 counsel that she wished to lift the ATROs that had been issued at the outset of the couple’s

25 divorce proceedings. She explained that she wanted to do so for the purpose of “estate

26 planning.” That was another lie. It was a cover for her ongoing, secret negotiations with Stoli—

27 already memorialized through the two Confidentiality Agreements—aimed at executing a

28 vindictive and unlawful sale of Jolie’s stake in Miraval.

27
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 103. On June 30, 2021, at Stoli’s behest, Jolie filed an ex parte application asking the

2 divorce court to lift the ATROs so that she could sell her interest in Nouvel (whose only asset

3 was its downstream interest in Miraval). The court denied her application on the ground that

4 Jolie had failed to demonstrate there was any threat of irreparable harm, as is required for ex

5 parte relief.

6 104. Meanwhile, talks between Jolie and Tenute del Mondo—represented by Stoli

7 director Alexey Oliynik, who described himself to Jolie’s team as acting as “instructed by

8 Mr. Shefler”—continued to progress in secret. On July 9, 2021, Jolie and Tenute del Mondo

9 executed an Exclusivity Agreement, drafts of which the parties had been exchanging since May

10 12. The Exclusivity Agreement restricted both parties from communicating with Pitt, ensuring

11 that Pitt would continue to be kept in the dark. Stoli committed that it would “not approach in

12 any manner” Quimicum, Château Miraval, Miraval Provence, or any of their direct or indirect

13 shareholders (i.e., Pitt)—not just for the duration of the Exclusivity Period (the time period for

14 most other obligations in the agreement) but until “the completion of the Transaction.”

15 Exclusivity Agreement § 2(g). Jolie, for her part, agreed not to “re-start” any existing

16 negotiations for her stake of Miraval. Id. § 2(c)(i). The reference was not subtle: Jolie’s only

17 prior negotiations were with Pitt. Of course, this directly and intentionally infringed on the right

18 of first refusal owed to Mondo Bongo, Pitt’s holding company.

19 105. The Exclusivity Agreement also required Jolie to share confidential information

20 of Miraval with Stoli, an outsider and competitor: She agreed to inform Stoli of any acquisition

21 offers made to Château Miraval or Miraval Provence, making clear Stoli’s real interest was in a

22 hostile takeover of the wine business that Pitt and Perrin had built. Id. § 2(e).

23 106. On July 15, 2021, Shefler sent Jolie a letter thanking her for “accepting [his]

24 offer,” despite the “potential complications of the deal” and even though it was “not that straight

25 forward as we would all like it to be.” He also confirmed his intention to “sign[] a binding

26 agreement . . . within the next couple of weeks.”

27 107. By mid-August 2021, Jolie was consulting with Stoli, a third party and competitor

28 of Miraval, on confidential corporate documents sent by Quimicum’s manager requesting that

28
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 Quimicum’s shareholders (i.e., Nouvel and Mondo Bongo) vote on certain corporate actions. In

2 fact, in discovery in this action, the Stoli Parties have claimed privilege over communications

3 relating to these efforts on the ground that Stoli and Jolie shared a common legal interest, making

4 clear Stoli and Jolie were already secretly collaborating against Pitt at this time.

5 108. Pitt continued to be kept entirely in the dark. On September 8, 2021, as

6 negotiations between Stoli and Jolie continued in secret, Pitt agreed to stipulate to the formal

7 lifting of the ATROs. Disposition of Nouvel was not subject to the jurisdiction of the divorce

8 court, so Pitt stipulated to that in good faith, even though it is now clear that Jolie withheld

9 material information from him. At the same time, Pitt, who did not know that Stoli and Jolie had

10 bound themselves to keep their negotiations secret from him, believed that Jolie could not sell

11 her interest in Miraval without his knowledge—both because of his and Mondo Bongo’s rights

12 and because, as Jolie represented to the divorce court, any buyer would first undertake diligence

13 about Miraval. (Jolie did not tell the divorce court that the confidentiality restrictions meant no

14 such due diligence would involve reaching out to Pitt, Mondo Bongo, or Miraval.) Pitt made

15 crystal clear in the stipulation that he was “not consenting to the sale of Nouvel LLC or any of

16 the assets thereof” (i.e., Jolie’s stake in Miraval). The divorce court entered the stipulation on

17 September 22, 2021.

18 J. Jolie and Tenute del Mondo execute the Purchase Agreement in defiance of
19 Pitt’s and Mondo Bongo’s rights.

20 109. Just two days later, on September 24, 2021, Jolie and Tenute del Mondo executed

21 the Membership Interest Purchase Agreement, pursuant to which Jolie purported to sell Nouvel

22 (and thus, her purported 50% stake in Miraval) to Tenute del Mondo for $64 million in cash,

23 approximately $10 million more than Jolie had previously agreed to with Pitt. Vindictively, Jolie

24 never gave Pitt a chance to match the higher offer, which he has a contractual right to do through

25 Mondo Bongo and which he would have done.

26 110. Documents produced in this litigation make clear that Stoli and Jolie were

27 willfully violating Pitt’s contractual rights: The Purchase Agreement explicitly referenced the

28 stipulation lifting the ATROs, in which Pitt confirmed that he would not and did not consent to a

29
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 sale of Nouvel. The agreement also referenced a “Potential Claim” that Mondo Bongo could file

2 in Luxembourg concerning its nominal 10% transfer of Quimicum shares to Nouvel in 2013—a

3 claim Mondo Bongo had indeed filed days before the execution of the Purchase Agreement. In

4 that filing, Mondo Bongo had set out its position that any sale of Nouvel absent Pitt and Mondo

5 Bongo’s consent would constitute an unlawful circumvention of the Quimicum Transfer

6 Restrictions. And Stoli and Jolie were well aware of Mondo Bongo’s filing: Prior to their

7 execution of the Purchase Agreement, the parties negotiated an addendum requiring Jolie to

8 cooperate and bear the cost of certain attorneys’ fees in connection with the Luxembourg

9 litigation. See First Addendum § 2.

10 111. As with the Exclusivity Agreement, the terms of the Purchase Agreement left

11 unambiguous that Stoli’s mission was to acquire Nouvel’s shares of Quimicum—and thus her

12 interest in Miraval. For instance, Jolie represented that Nouvel’s “only assets . . . at closing” will

13 be Nouvel’s Quimicum shares of, and Nouvel’s shareholder loans to, Quimicum—confirming

14 that Nouvel was a holding company for Jolie’s Quimicum shares and nothing more. Purchase

15 Agreement § 3.5(a). The Purchase Agreement also provided that, in the event the agreement was

16 breached by Jolie, Stoli would be entitled to seek specific performance and other equitable relief.

17 See Purchase Agreement § 9.8. As set forth in the Purchase Agreement, that is because Jolie

18 does not dispute that Nouvel “and its direct and indirect assets are unique.” Id.

19 112. Jolie also represented that Nouvel “owns exclusively, beneficially and of record,

20 50% of the outstanding shares of [Quimicum], free and clear of any Encumbrance.” Id. § 3.1.

21 And similarly, she represented that Nouvel “has good and marketable title to all assets [and]

22 properties . . . free and clear of all Encumbrances in [Quimicum].” Id. § 3.5(b). “Encumbrance”

23 is, peculiarly, defined to include a “right of first refusal, or restriction of any kind, including any

24 restriction on . . . transfer.” Id. at Art. 1. In other words, Jolie was representing that Nouvel’s

25 interest in Quimicum (i.e., Miraval) was not subject to any transfer restrictions, such as a right of

26 first refusal. That was not true, of course. As discussed above, and as set forth in the publicly

27 available Quimicum Articles, neither Mondo Bongo nor Nouvel can sell its interest in Quimicum

28

30
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 (and thus Miraval) without triggering a right of first refusal. See Quimicum Articles § 5.4.3; see

2 also id. at Art. 13.

3 113. The Stoli Parties were aware of this: When Stoli asked Jolie for “[a]greements

4 relating to any . . . right of first refusal,” her representatives responded that there are “[n]one . . .

5 assum[ing] we are talking about Nouvel only.” But, as all parties recognized and as the Purchase

6 Agreement itself made clear, Stoli and Jolie were not “talking about Nouvel only.” Rather,

7 Stoli’s overt purpose was to acquire Nouvel’s interest in Miraval through Nouvel’s Quimicum

8 shares, and the transaction was purposely structured to attempt covertly to circumvent the right

9 of first refusal applicable to Nouvel’s Quimicum shares.

10 114. Notably, Jolie broadly released in the Purchase Agreement any claims she may

11 have against Nouvel, Quimicum, Château Miraval S.A., Miraval Provence, and any of its

12 members, managers, or officers. Showing her malice, there is one exception: claims “against

13 Brad William Pitt.” As the drafting history of the Purchase Agreement makes clear, Jolie also

14 made sure to provide the explicit clarification that she would not release claims against Pitt “of

15 whatever nature,” and thus not only claims related to the former couple’s divorce and custody

16 proceedings. Id. § 5.6.

17 K. Jolie and Tenute del Mondo close the purported transaction, which Pitt
18 learns of through a press release.

19 115. On October 4, 2021, Stoli and Jolie purported to consummate the sale of Nouvel.

20 116. The next day, Stoli, through Tenute del Mondo, issued a press release claiming

21 that it had purchased Jolie’s stake in Miraval. The October 5 press release—which was the first

22 Pitt or anyone associated with him learned that Stoli was even in discussions with Jolie to buy

23 Nouvel—announced that Stoli was “thrilled to have a position [in Miraval] alongside Brad Pitt.”

24 Making their true intentions clear (and in sharp contrast to the allegations in Nouvel’s Cross-

25 Complaint in this action claiming that association with Pitt is harmful to the Miraval brand), Stoli

26 Group’s CEO, Damian McKinney, later elaborated in an interview in Le Figaro Vin: “[W]ith a

27 brand image linked to Brad Pitt, . . . we win the jackpot. In this partnership, each of the partners

28 will be a winner.”

31
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 117. This sentiment was also reflected in decks that Tenute del Mondo prepared setting

2 out its strategy for “harness[ing]” the “star power” of Pitt to leverage its investment:

10

11

12

13 118. Notwithstanding Stoli’s apparent enthusiasm for being in business with Pitt, Stoli
14 knew that Pitt was not going to be happy that a stranger had covertly forced its way into his
15 family home and business in an effort to co-opt his well-earned fame and stardom. Stoli and
16 Jolie knew that Miraval had been built based on Pitt’s vision and that it was closely affiliated
17 with him personally. Indeed, as Stoli’s own planning document makes clear, they well knew that
18 Pitt’s affiliation with the brand was a key to its success.
19 119. Before the purported sale was announced, Jolie’s team therefore advised Stoli that
20 they “ha[d] discussed and sounded approaching [Pitt]” but “concluded that Brad would take it
21 quite badly if he was contacted directly” by Stoli. Thus, the same day Stoli announced the
22 purported transaction, Stoli representatives emailed Bird, Jolie’s business manager and the
23 manager of Nouvel, demanding that she immediately reach out to Pitt’s business manager:
24 “[W]e really need to make contact first thing this morning . . . as there is concern that the longer
25 it takes to make contact the greater the potential risk to [Pitt’s] reaction.”
26 120. Stoli and Jolie understood and expected that Pitt would react negatively to their
27 deal—indeed, Shefler’s offer to buy Miraval had already been rejected by Pitt. And, as
28

32
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 described above, Jolie and Shefler structured their transaction agreements to ensure that the fact

2 of their negotiations, Stoli’s identity, and the terms of the deal were all kept under lock and key

3 from Pitt until they were done and ready to announce it to the world.

4 121. As with Pitt, had Nouvel sought Mondo Bongo’s consent to the purported

5 ownership change, Mondo Bongo would not have granted it and would have exercised its right

6 of first refusal. But rather than permit Pitt or Mondo Bongo the opportunity to match Shefler’s

7 price, Jolie went forward with the vindictive putative sale in breach of her and Nouvel’s

8 contractual obligations—preferring to sell her stake in Miraval to a designated Russian oligarch

9 and block Pitt from continuing to pursue his successful vision and strategy in building the

10 property and business that was intended to be their children’s legacy.

11 L. The purported sale wreaks havoc on the operations and governance of

12 Quimicum and Miraval, just as Jolie knew it would.

13 122. Taking advantage of Jolie’s invitation into the family business, Stoli and Shefler

14 quickly launched a multipronged offensive in an effort to seize control of Quimicum and Miraval

15 and to disrupt the successful business Pitt had built with Perrin. To lead this effort, which had

16 been in the works prior to the sale, Shefler entrusted Nouvel’s management to Oliynik, who had

17 negotiated the purported transaction on Shefler’s behalf. The same day the sale purportedly

18 closed, Shefler appointed Oliynik as manager of Nouvel.

19 123. Shefler and Oliynik’s first line of attack: Use Nouvel, which has, at most, only a

20 25% twice-removed interest in the wine business, to seek control by exercising influence at the

21 level of Quimicum. But Quimicum is merely the holding company that owns Château Miraval

22 S.A., which, in turn, holds only a partial interest in the wine business. Historically, Quimicum’s

23 board duties had been met by an independent Luxembourgish fiduciary company, as Quimicum

24 played a limited role in the management of Château Miraval S.A. and no role in the management

25 of the wine business. Within days of closing the purported transaction though, Stoli attempted to

26 disrupt this traditional approach and install its own executives as Nouvel’s representatives on the

27 Quimicum board.

28

33
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 124. On February 17, 2023, after more than one year of stalemate that left Quimicum

2 unable to approve its accounts or manage its affairs, Mondo Bongo agreed to Nouvel’s demand

3 that it be permitted to install a Stoli executive on the board of Quimicum, while Mondo Bongo

4 put forward an independent and experienced board manager as its own candidate with whom it

5 had no prior affiliation. But Nouvel declined to take yes for an answer. Instead, Nouvel insisted

6 Mondo Bongo acquiesce to a new demand: Now Nouvel wanted Quimicum to be run by a

7 “provisional administrator,” to be handpicked by Nouvel and imbued with the most extensive

8 powers possible. This bait-and-switch laid bare Stoli’s intentions all along—use Nouvel to seize

9 control of Quimicum (and thus Miraval) and exclude Pitt and Mondo Bongo altogether. Still

10 hoping to reach agreement, Mondo Bongo informed Nouvel, under the supervision of the

11 Luxembourgish court, that it would agree to the appointment of an independent provisional

12 administrator with a limited mandate, consistent with the role of the Quimicum board

13 historically. While Nouvel initially resisted, after the Luxembourgish judge admonished Nouvel

14 for its hardline position, Nouvel finally agreed to Mondo Bongo’s compromise proposal.

15 125. The Stoli Parties’ efforts to take control of the business, notwithstanding that they

16 only paid for a purported 25% indirect interest, have not been limited to the Quimicum level. In

17 October 2021, within weeks of announcing that it had been acquired by Stoli, Nouvel (at the

18 Stoli Parties’ direction) sought a corporate restructuring that would transfer Château Miraval

19 S.A.’s interest in Miraval Provence, the joint venture that owns the wine business, out of Château

20 Miraval S.A.—disempowering its existing directors and officers. Nouvel also attempted to

21 transfer Miraval-related intellectual property to Cyprus, where SPI Group is incorporated, as part

22 of an unsound and legally questionable tax dodge. Shefler and Oliynik—controller and director

23 of a competitor spirits business—also have used Nouvel to try to access Miraval’s confidential

24 and proprietary information, including non-public contractual agreements, distribution

25 agreements, and information pertaining to sales and production costs.

26 126. When these efforts failed to intimidate Pitt and Mondo Bongo, Nouvel turned to

27 the French courts. In November 2021, not even two months after purporting to consummate the

28 secret transaction with Jolie, Nouvel attempted to remove the existing board of Château Miraval

34
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 S.A. by filing an ex parte application before a French commercial court, in which it argued that

2 the Château Miraval S.A. board was mismanaging the business and wasting its assets—never

3 mind the tremendous success of Miraval, which Stoli had long tried to acquire. The French court

4 promptly denied Nouvel’s request.

5 127. Several months later, in early 2022, the Stoli Parties, through Nouvel, obtained ex

6 parte orders from two French courts to send a court official to Château Miraval S.A. and Miraval

7 Provence to obtain documents under a procedure that allows for pre-suit discovery. The

8 documents, pursuant to this procedure, are held in escrow while the parties litigate the propriety

9 of the order. A year later: Two separate French courts found the ex parte orders improper and

10 refused to allow the Stoli Parties to see the documents. The court that oversaw the order related

11 to Château Miraval S.A. went further; the Stoli Parties’ ex parte application to obtain documents,

12 it found, may have “deceived the court.”

13 M. In an effort to intimidate Pitt into handing over the business, Stoli falsely
14 accuses Pitt of misappropriating Château Miraval S.A.’s trademarks.

15 128. There’s more. From the moment Stoli purported to acquire Nouvel, Shefler and

16 Oliynik have drummed up allegations that Pitt improperly authorized Château Miraval S.A. to

17 transfer trademarks to Miraval Provence (the wine business that Château Miraval S.A. co-owns

18 with Familles Perrin) for the sole purpose of diluting Nouvel’s indirect interest in the marks.

19 This illogical claim—Mondo Bongo and Nouvel both went from a 50% indirect interest in any

20 such marks to a 25% indirect interest—is a desperate and bad-faith gambit to drive a wedge

21 between Pitt and Perrin.

22 129. This claim is also false. These marks had always been subject to a long-term

23 license, consistent with Pitt and Perrin’s winemaking partnership underlying the joint venture. In

24 any event, as Jolie, Shefler, and Oliynik all know, Miraval Provence had begun registering marks

25 in 2017, in connection with a third party’s interest in investing in the business. The third party

26 was attracted to the “family involvement” in Miraval Provence and would have maintained the

27 management and operational role of the Perrin family, as well as endorsement agreements with

28 Pitt and Jolie.

35
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 130. While the potential deal fell through, Miraval Provence remained committed to

2 expanding its business. Perrin, as president of Miraval Provence, thus developed a “revised

3 strategy” for Miraval Provence to grow its product lines and increase its revenue. Pursuant to

4 this revised strategy, Miraval Provence (and Perrin) would invest more to grow the brands of the

5 existing and new product lines and would continue registering certain trademarks, including new

6 marks for Miraval Provence’s new product lines. Perrin also asked Pitt and Jolie to cap their

7 endorsement fees as established in the joint venture agreements in recognition of the investments

8 made by the Perrin family in connection with this new strategy.

9 131. Jolie was aware of Perrin’s revised strategy, which was discussed by the various

10 parties. In early 2018, Jolie, through her advisor Bird, was informed of these developments and

11 asked whether she wanted Perrin to move these trademarks back to Château Miraval S.A.

12 Neither Jolie nor Bird gave any indication that she did. And several days later, when Château

13 Miraval S.A.’s CEO sent Jolie an update about the Miraval Provence business, including a

14 reminder about the “registration of the [t]rademarks with [Miraval Provence],” Jolie told the

15 CEO that she “need[ed] to spend time to review” his update, but was “very grateful to see and

16 understand what the plans are and hope[d] to be helpful in moving forward.” Jolie never voiced

17 any concern that Miraval Provence was registering the marks, and she agreed to cap her

18 endorsement fee pursuant to Perrin’s revised strategy.

19 132. It is no surprise then that the documents produced in this litigation make clear that

20 Stoli’s complaints about the so-called “misappropriation” of Château Miraval S.A.’s trademarks

21 are bogus. Though Stoli would later feign surprise that the joint venture had registered

22 trademarks, the Purchase Agreement through which Jolie purported to sell Nouvel contains a

23 representation by Jolie that Miraval Provence has been registering trademarks owned by

24 Château Miraval S.A. “for the operation of the business by [Miraval Provence].” Purchase

25 Agreement § 3.1. And while the Purchase Agreement describes the registrations by Miraval

26 Provence as “temporary”—a qualification added by Stoli, not Jolie—it does so without

27 explanation or elaboration. Id. In any event, a long list of marks registered by both Château

28 Miraval S.A. and Miraval Provence attached to the Purchase Agreement at Schedule 1 confirms

36
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 that Stoli was well aware that Miraval Provence has been routinely registering Miraval-related

2 marks since 2017, including every single mark associated with the new brands developed by

3 Miraval Provence for its expanded product lines.

4 133. The negotiating history further confirms that Stoli knew Château Miraval S.A. did

5 not have unencumbered control of the marks developed by and used for the joint venture. Stoli

6 asked that Jolie agree to make a “written request” to Miraval Provence within three days of

7 signing the Purchase Agreement to demand that Miraval Provence cease its registration of all

8 “Miraval IP.” Jolie did not agree to this request. And although the Purchase Agreement

9 provides that the marks listed at Schedule 1 are “own[ed] exclusively, beneficially and of record”

10 by Château Miraval S.A., early drafts of the Purchase Agreement indicate that Jolie insisted the

11 agreement make explicit that Schedule 1 “is solely based upon . . . information publicly

12 available,” and she struck Stoli’s attempt to add that the schedule is also based on information

13 “provided by [Jolie].” Early drafts of the Purchase Agreement also show that Stoli asked Jolie to

14 represent that Château Miraval S.A. not only owned the marks at Schedule 1 “exclusively,

15 beneficially and of record,” but also owned them “free and clear of any Encumbrances.” Jolie

16 struck that provision too, refusing to represent that Château Miraval S.A. owned any Miraval-

17 related marks “free and clear of any Encumbrances.” Stoli, intent on keeping its negotiations

18 with Jolie secret from Pitt, never reached out to Miraval Provence to inquire about the status of

19 the marks despite Jolie’s representation to the California Superior Court that the ATROs needed

20 to be lifted to allow due diligence.

21 134. Stoli’s purpose in seeking these provisions in the Purchase Agreement (many of

22 which Jolie could not and thus did not agree to) is now clear: Stoli wanted to be able to pretend

23 after coming into the business that the registrations were illegitimate, as part of its hostile

24 takeover strategy. Indeed, shortly after signing the Purchase Agreement, in December 2021,

25 Stoli, through Nouvel, began a letter campaign accusing Pitt, Perrin, and their affiliates of

26 permitting the misappropriation of Château Miraval S.A.’s trademarks, which Stoli, feigning

27 surprise, claimed it had just “noticed on the INPI [i.e., the French Patent and Trademark Office]

28 website,” and for which it threatened retributive action.

37
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 135. In a December 2021 letter to Perrin, Oliynik warned that he would “block[] the

2 assets of Miraval Provence, Familie [sic] Perrin and other companies,” if Stoli’s demands that

3 Perrin transfer the trademarks back to Château Miraval S.A. were not met. Sure enough, when

4 Stoli’s demands were rejected, Stoli, through Nouvel, attempted to mislead Château Miraval

5 S.A.’s bank into believing its made-up trademark misappropriation claim and asked the bank to

6 freeze any transfers over €20,000 from Château Miraval S.A.’s account. Recognizing that

7 Nouvel’s demand was improper, the bank promptly declined the request.

8 136. In mid-December 2021, Shefler contacted Pitt directly, likewise feigning his

9 “discover[y]” of the trademark registrations. “It is now apparent,” Shefler wrote, that “[Perrin]

10 owns 50% of the brand equity . . . , leaving you and me with 25% share each.” Moreover,

11 Shefler warned that in private discussions between Shefler and Perrin, Perrin had “suggested”

12 cutting Pitt out of the wine business and “leaving [Pitt] behind.” When Pitt did not respond,

13 Shefler raised the heat, making threats to Pitt, including that he would “bring to surface a fact

14 that a woman with 6 kids [i.e., Jolie] has been deprived of 50% of her assets without her

15 knowledge.”

16 137. With Miraval under constant attack, it has been forced to take steps to protect its

17 long-term and successful business strategy in partnership with the Perrin family and to expend

18 energy on preserving and safeguarding the business, diverting attention and resources from the

19 ordinary affairs of Miraval—its growth and operations. Pitt’s and Mondo Bongo’s contractual

20 rights were, by design, intended to guard against these very circumstances. By consummating

21 the purported transaction, Stoli and Jolie knowingly and intentionally destabilized Miraval,

22 exposed its confidential information to exploitation by a hostile competitor, and drummed up

23 false accusations in an attempt to alienate Pitt from his business partner Perrin. Moreover,

24 Stoli’s attempt to take control of the business at the expense of the Pitt-Perrin winemaking

25 family partnership has undermined the very strategy that has proven to be the key to its success

26 and image, damaging the business and hindering its growth.

27

28

38
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 N. The purported sale damages Miraval’s reputation and brand.

2 138. Beyond Stoli’s intentional acts designed to disrupt the affairs of Miraval and

3 injure Pitt and Mondo Bongo, the purported sale that Jolie orchestrated behind Pitt’s back

4 threatens harm to Miraval’s carefully honed reputation and brand, further damaging Miraval’s

5 business.

6 139. Pitt and Perrin’s shared vision for a family-owned and family-operated French

7 wine business, and the business philosophy accompanying it, stands in sharp contrast to that of

8 Shefler, who runs an entirely different kind of enterprise. Since Russian privatization in the mid-

9 1990s, when Shefler took control of the trademarks for Stolichnaya vodka from a Russian state-

10 owned enterprise (an asset transfer that several courts have deemed illegitimate), Shefler has

11 grown the Stoli Group into a sprawling spirits conglomerate that is estimated to sell alcohol

12 under 380 distinct brands.

13 140. While the appeal of Stolichnaya vodka—and its association with Russia—was

14 once the main driver of Shefler’s success and the profitability of his massive empire, Shefler’s

15 bet on Russian branding has not panned out. Over the past decade, Shefler’s Stoli Group has

16 been the subject of repeated boycotts on account of its Russian ties. Starting in 2013, Stoli faced

17 widespread boycotts—called the “Dump Stoli” campaign—following Russia’s passage of anti-

18 LGBTQ legislation. And more recently, in the wake of Russia’s invasion of Ukraine, Stoli has

19 disclaimed all ties between itself and Russia, even announcing a “major rebrand” renaming

20 “Stolichnaya” vodka “Stoli” and removing iconic Russian imagery from its labels. Stoli’s

21 association with Russia thus poses real commercial risk to Miraval.

22 141. Moreover, Shefler’s personal network of ill-reputed professional associates

23 threatens lasting harm to Miraval’s reputation. Shefler has had business dealings with

24 Mohammed bin Salman, the crown prince of Saudi Arabia who is notorious for approving the

25 murder of Washington Post journalist Jamal Khashoggi. Shefler was widely reported to have

26 sold his $400 million mega-yacht to the Saudi crown prince in 2014.

27 142. Shefler also has had business dealings with individuals in Vladimir Putin’s inner

28 circle. Petr Aven, a business associate of Shefler, has been described by the European Union as

39
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 “one of Vladimir Putin’s closest oligarchs” and is subject to E.U. and U.K. sanctions. Yet Aven

2 served on the Supervisory Council of a Latvian-based, Stoli-affiliated spirits business as recently

3 as September 2021. Aven and Shefler also co-owned a helicopter, which was sold at auction in

4 fall 2022 for non-payment of taxes.

5 143. What’s more, Shefler himself has been identified by the United States as an

6 “oligarch in the Russian Federation.” Specifically, the U.S. Treasury Department designated

7 Shefler as an “oligarch in the Russian Federation” in an unclassified report to Congress made

8 pursuant to Section 241 of the Countering America’s Adversaries Through Sanctions Act of

9 2017.

10 144. And in 2021, a U.K. court, in a written opinion, questioned Shefler’s credibility

11 after he failed to show up to testify on the day that he was due to appear before the tribunal,

12 claiming through his counsel that he had recently suffered a heart attack and that “his blood

13 pressure was elevated.” The tribunal observed that there was “no medical evidence in support of

14 why [Shefler] could not now—or at any future time—appear in the tribunal,” and determined to

15 proceed without his evidence. And the tribunal subsequently ordered Shefler to pay costs due to

16 his “[i]nadequate” or “misleading disclosure” regarding his failed jurisdictional defenses to the

17 lawsuit, noting that Shefler’s “unreasonable conduct” was a “serious matter which in principle

18 goes to the heart of a fair hearing.”

19 145. The threat that Shefler’s relationships and reputation poses to Miraval, as a result

20 of Jolie’s secret and unlawful putative sale, is not hypothetical. Following Russia’s February

21 2022 invasion of Ukraine, Miraval’s insurer sought assurances that affiliation with Stoli would

22 not create commercial risk and exposure to sanctions. And long-term distributors of the wine

23 business expressed concern about Miraval’s ties to Shefler.

24 146. Meanwhile, Stoli has continued to strain to distance itself from its historical

25 Russian brand by emphasizing its attempted rebranding and its claimed support for Ukraine—a

26 clear sign that the impact of the Ukraine invasion on Stoli has not gone away. Indeed, a

27 Ukrainian sanctions-advocacy project, developed and sponsored by the Ukrainian government in

28 response to Russia’s aggression, is publicly calling for sanctioning Shefler.

40
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 147. Continued association with Shefler thus poses serious commercial risk to

2 Miraval—a risk that Pitt’s and Mondo Bongo’s contractual rights were designed to avoid—and,

3 thereby, harm to Pitt, whose image by agreement is tied up with the brand. By subverting those

4 rights, Jolie and Shefler put at risk the successful strategy of the family business that Pitt has

5 cultivated for over a decade.

6 148. None of this should have happened, as none of Defendants’ actions are lawful.

7 Through this unlawful and secretive sale, Jolie has jeopardized the decade-long winemaking

8 partnership that Pitt built with Perrin, and forced Pitt into business with an unreliable stranger

9 whom she knew he would not accept. As a consequence of Jolie’s malicious breach and tortious

10 conduct aimed at harming Pitt, as well as the aggressive takeover campaign by Shefler and Stoli

11 that Jolie facilitated, Defendants have damaged Pitt, harmed Mondo Bongo’s relationships with

12 Nouvel and Quimicum, and interfered with Pitt’s winemaking partnership with Perrin,

13 existentially threatening the family business that they built.

14 FIRST CLAIM FOR RELIEF

15 Breach of Implied-in-Fact Contract
16 (By Plaintiff Pitt Against Defendant Jolie)

17 149. Plaintiff Pitt realleges and incorporates by reference each of Paragraphs 1 through
18 148 as though fully set forth herein.
19 150. Pitt and Jolie were subject to an implied-in-fact contract, pursuant to which Pitt
20 and Jolie would hold their respective interests in Miraval together, and, if the time ever came,

21 they would sell their interests separately only with the other’s consent.

22 151. Through their actions, conduct, and statements, Pitt and Jolie assented to this

23 contract through, among other things, jointly purchasing Miraval as a private family home and

24 business and treating it as such during their marriage; through Pitt’s investment of time, effort,

25 and money in developing the estate and growing the business, in a manner disproportionate to his

26 relative ownership share; through Jolie’s acceptance of the same despite ceasing to invest

27 herself; through Mondo Bongo’s transfer of shares in Quimicum to Nouvel nominally making

28 the entities 50-50 shareholders and Jolie’s acceptance of the same; through Jolie’s statements to

41
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 Pitt regarding the nature and purpose of the investment; through the parties’ negotiations over

2 their respective interests in Miraval in the event of a joint sale and Jolie’s conduct and statements

3 during these negotiations; and through the parties’ exclusive negotiations with one another for

4 years over a buyout of Jolie’s stake and Jolie’s conduct and statements during these negotiations.

5 152. Following Pitt and Jolie’s entry into this contract, Miraval continued to serve as a

6 private home for the family, and Pitt continued to make substantial investments of time, effort,

7 and money to improve the property and develop the business, in a manner disproportionate to his

8 nominal ownership share. Jolie continued to accept Pitt’s disproportionate investments.

9 153. Pitt has performed, and continues to perform, all conditions, covenants, and

10 promises required to be performed under the implied-in-fact contract.

11 154. Jolie breached the contract by purporting to unilaterally sell her interest in

12 Miraval to a third party without Pitt’s consent.

13 155. Jolie is equitably estopped from resisting the enforcement of the contract. Pitt

14 was induced to make a serious change of position in reliance on the contract through his

15 substantial investments in Miraval and his transfer of certain of Mondo Bongo’s shares in

16 Quimicum to Nouvel, causing him unconscionable injury. When Jolie purported to sell Nouvel

17 to Tenute del Mondo in breach of the contract, she was unjustly enriched. In particular, Jolie

18 reaped an unearned and unjust windfall from the increase in the value of Nouvel, owing to Pitt’s

19 substantial and disproportionate investment in Miraval in reliance on Jolie’s conduct, statements,

20 and her contractual obligations. If the contract is not enforced, Jolie will therefore be unjustly

21 enriched by obtaining the benefits of Pitt’s performance of the contract without honoring her

22 agreement with Pitt.

23 156. As a direct and proximate result of Jolie’s breach, Pitt has suffered damages in an

24 amount to be proven at trial.

25 157. Specific performance is also warranted because there is no adequate remedy at

26 law for Jolie’s breach of contract. Money damages cannot remedy Jolie’s breach of contract:

27 Since Pitt and Jolie acquired their interests in Miraval in 2008, the estate has served as a private

28 home for Pitt and his family, and he has made substantial investments in it and its wine business,

42
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 which is tied to Pitt’s image and name. Indeed, Jolie and the Stoli Parties themselves recognized

2 that the estate and business are unique assets, and any impairment of those assets cannot be

3 adequately remedied by money damages. See Purchase Agreement § 9.8. In addition, the Stoli

4 Parties were aware of Jolie’s contractual obligations.

5 SECOND CLAIM FOR RELIEF

6 Breach of Quasi-Contract

7 (By Plaintiff Pitt Against Defendant Jolie)

8 158. In the alternative to the First Claim for Relief, and to the extent the

9 implied-in-fact contract is void or not enforceable, Plaintiff Pitt brings this claim against Jolie for

10 breach of quasi-contract.

11 159. Pitt realleges and incorporates by reference each of Paragraphs 1 through 148 as

12 though fully set forth herein.

13 160. Jolie obtained a benefit by purporting to sell Nouvel, the value of which was

14 significantly enhanced through the substantial investments of time, effort, and money that Pitt

15 made in Miraval, in a manner disproportionate to his nominal ownership share.

16 161. Pitt made this substantial and disproportionate investment of time, effort, and

17 money in Miraval in reliance on his understanding that Jolie could not sell her stake in Miraval

18 without Pitt’s consent, of which Jolie was aware. Indeed, over the course of their years-long

19 relationship, Jolie repeatedly promised Pitt that she recognized his disproportionate investment in

20 Miraval and that, as a consequence, in the event of a joint sale or if Pitt were to buy her out, she

21 would not take more than she had contributed to Miraval. Pitt would not have made these

22 investments in Miraval, absent his understanding, and Jolie’s promises, that Jolie would honor

23 her commitment to not sell Miraval without him or without his consent and that she would not

24 take more than she had put in to Miraval.

25 162. As a direct and proximate result of Jolie’s wrongful conduct, Pitt has suffered

26 damages in an amount to be proven at trial.

27 163. Pitt is therefore entitled to and requests all available remedies against Jolie,

28 including, but not limited to, restitution and disgorgement in an amount to be proven at trial.

43
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 THIRD CLAIM FOR RELIEF

2 Breach of Implied Covenant of Good Faith and Fair Dealing

3 (By Plaintiff Mondo Bongo Against Defendant Jolie as the Alter Ego of Nouvel)

4 164. Plaintiff Mondo Bongo realleges and incorporates by reference each of

5 Paragraphs 1 through 148 as though fully set forth herein.

6 165. At all times relevant to this action, Jolie was the alter ego of Nouvel. Jolie held

7 100% of the membership interest in Nouvel from the time of its formation to the time of her

8 purported sale to Tenute del Mondo. Jolie formed Nouvel for the sole purpose of holding her

9 shares in Quimicum, and that and its shareholders loans to Quimicum, is all Nouvel held when

10 she sold Nouvel to Tenute del Mondo, as Jolie represented to Tenute del Mondo in the Purchase

11 Agreement by which Jolie effected the purported sale of Nouvel. See Purchase Agreement Jolie

12 § 3.5(a). Jolie used Nouvel as a shell, instrumentality, or conduit for her ownership interest in

13 Quimicum.

14 166. Jolie, as the alter ego of Nouvel, and Mondo Bongo agreed to the Quimicum

15 Articles.

16 167. Mondo Bongo has performed, and continues to perform, all conditions, covenants,

17 and promises required to be performed under the Quimicum Articles.

18 168. Pursuant to the Quimicum Transfer Restrictions in the Quimicum Articles,

19 Mondo Bongo was entitled to purchase Nouvel’s Quimicum shares on the same terms offered to

20 a third party, and Jolie, as the alter ego of Nouvel, was required to obtain Mondo Bongo’s

21 consent before transferring Nouvel’s Quimicum shares to a third party.

22 169. Implied in the Quimicum Articles is a covenant of good faith and fair dealing by

23 which Jolie, as the alter ego of Nouvel, and Mondo Bongo agreed to take no action to interfere

24 with the rights of the other party to obtain the benefits of the Quimicum Articles.

25 170. Jolie, as the alter ego of Nouvel, has interfered with Mondo Bongo’s right to

26 obtain the benefits of the Quimicum Articles by selling Nouvel to circumvent the Quimicum

27 Transfer Restrictions.

28

44
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 171. Jolie’s breach of the implied covenant of good faith and fair dealing in the

2 Quimicum Articles, in her capacity as the alter ego of Nouvel, has caused Mongo Bongo to

3 suffer damages in an amount to be proven at trial.

4 172. In addition to recovering damages, specific performance is warranted because

5 there is no adequate remedy at law for Jolie’s breach of the implied covenant of good faith and

6 fair dealing. Money damages cannot remedy Jolie’s breach of contract. Since Mondo Bongo

7 acquired its interest in Miraval in 2008, the estate has served as a private home for Pitt and his

8 family. And through Mondo Bongo, Pitt has made substantial investments in the estate and its

9 wine business, which is tied to Pitt’s image and name. Indeed, Jolie and the Stoli Parties

10 themselves recognized that the estate and business are unique assets, and any impairment of

11 those assets cannot be adequately remedied by money damages. See Purchase Agreement § 9.8.

12 In addition, the Stoli Parties were aware of Jolie’s contractual obligations.

13 173. Mondo Bongo is entitled to specific performance of the implied covenant of good

14 faith and fair dealing in the Quimicum Articles and to the transfer of the Quimicum shares of

15 Jolie, as the alter ego of Nouvel, to Mondo Bongo pursuant to the conditions, covenants, and

16 promises required to be performed under the Quimicum Articles.

17 FOURTH CLAIM FOR RELIEF

18 Breach of Implied Covenant of Good Faith and Fair Dealing
19 (By Plaintiff Mondo Bongo Against Defendant Nouvel)

20 174. Plaintiff Mondo Bongo realleges and incorporates by reference each of

21 Paragraphs 1 through 148 as though fully set forth herein.

22 175. Mondo Bongo and Nouvel agreed to the Quimicum Articles.

23 176. Mondo Bongo has performed, and continues to perform, all conditions, covenants,

24 and promises required to be performed under the Quimicum Articles.

25 177. Pursuant to the Quimicum Transfer Restrictions in the Quimicum Articles,

26 Mondo Bongo was entitled to purchase Nouvel’s Quimicum shares on the same terms offered to

27 a third party, and Nouvel was required to obtain Mondo Bongo’s consent before transferring its

28 Quimicum shares to a third party.

45
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 178. Implied in the Quimicum Articles is a covenant of good faith and fair dealing by

2 which Mondo Bongo and Nouvel agreed to take no action to interfere with the rights of the other

3 party to obtain the benefits of the Quimicum Articles.

4 179. Nouvel has interfered with Mondo Bongo’s right to obtain the benefits of the

5 Quimicum Articles by purporting to undergo a change in control that circumvented the

6 Quimicum Transfer Restrictions. Nouvel took specific and concrete steps to facilitate and effect

7 this change, such as executing two Confidentiality Agreements and providing due diligence to

8 the Stoli Parties.

9 180. Nouvel’s breach of the implied covenant of good faith and fair dealing in the

10 Quimicum Articles has caused Mondo Bongo to suffer damages in an amount to be proven at

11 trial.

12 181. In addition to recovering damages, specific performance is warranted because

13 there is no adequate remedy at law for Nouvel’s breach of the implied covenant of good faith and

14 fair dealing. Money damages cannot remedy Nouvel’s breach of contract. Since Mondo Bongo

15 acquired its interest in Miraval in 2008, the estate has served as a private home for Pitt and his

16 family. And through Mondo Bongo, Pitt has made substantial investments in the estate and its

17 wine business, which is tied to Pitt’s image and name. Indeed, the Stoli Parties themselves

18 recognized that the estate and business are unique assets, and any impairment of those assets

19 cannot be adequately remedied by money damages. See Purchase Agreement § 9.8. In addition,

20 the Stoli Parties were aware of Nouvel’s contractual obligations.

21 182. Mondo Bongo is entitled to specific performance of the implied covenant of good

22 faith and fair dealing in the Quimicum Articles and the transfer of Nouvel’s Quimicum shares to

23 it pursuant to the conditions, covenants, and promises required to be performed under the

24 Quimicum Articles.

25

26

27

28

46
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 FIFTH CLAIM FOR RELIEF

2 Abuse of Rights under Article 6-1 of the Luxembourg Civil Code

3 (By Plaintiff Mondo Bongo Against All Defendants)

4 183. Plaintiff Mondo Bongo realleges and incorporates by reference each of

5 Paragraphs 1 through 148 as though fully set forth herein.

6 184. Quimicum is a Luxembourg S.à r.l. incorporated under the laws of Luxembourg.

7 185. Article 6-1 of the Luxembourg Civil Code, added by a law of July 2, 1987,

8 provides: “Any deliberate act which manifestly exceeds, by its purpose or by the circumstances

9 in which it is carried out, the normal exercise of a right, shall not be protected by the law, shall

10 incur the liability of the person responsible, and may constitute grounds for action to restrain him

11 from persisting in the said abuse.”

12 186. Nouvel abused its rights in violation of Article 6-1 by purporting to undergo a

13 change in control that circumvented the Quimicum Transfer Restrictions, which expressly

14 prohibited the sale of Nouvel’s shares in Quimicum to a third party without obtaining Mondo

15 Bongo’s consent and, in the absence of such consent, providing Mondo Bongo the opportunity to

16 buy those shares on the same terms. Among other things, Nouvel entered into two

17 Confidentiality Agreements with Tenute del Mondo pursuant to which it provided information in

18 furtherance of a sale of itself to Tenute del Mondo, a transaction designed for the purpose of

19 attempting to circumvent the Quimicum Transfer Restrictions. Moreover, by entering into the

20 Confidentiality Agreements, Nouvel purposefully ensured that Pitt and Mondo Bongo would be

21 kept in the dark as Defendants knowingly violated Mondo Bongo’s contractual rights, which Pitt

22 and Mondo Bongo could not, therefore, protect or exercise.

23 187. Jolie, both individually and as a controlling shareholder of Nouvel, knowingly

24 violated Article 6-1 directly or as a third-party accomplice by purportedly selling Nouvel to

25 Tenute del Mondo, a transaction designed for the purpose of attempting to circumvent the

26 Quimicum Transfer Restrictions. The Stoli Parties, all of whom were aware of the Quimicum

27 Transfer Restrictions, likewise violated Article 6-1 directly or as third-party accomplices by

28 purportedly acquiring Nouvel from Jolie, and participating in, encouraging, and knowingly

47
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 facilitating the purported acquisition. The terms of the Confidentiality Agreements, Exclusivity

2 Agreement, and Purchase Agreement all reflect that Jolie and the Stoli Parties intended to keep

3 their negotiations, including the very fact of the negotiations, secret from Pitt and Mondo Bongo

4 for the sake of violating Mondo Bongo’s contractual rights and preventing Mondo Bongo from

5 protecting or exercising those rights.

6 188. As a result of Defendants’ subterfuge, Mondo Bongo was denied its rights under

7 the Quimicum Articles to exercise its right of first refusal or to cause Quimicum to repurchase

8 Nouvel’s shares in the event that Mondo Bongo were to withhold its consent for any sale of

9 Nouvel’s shares.

10 189. Defendants’ violation of Article 6-1 has caused Mondo Bongo to suffer damages

11 in an amount to be proven at trial.

12 190. Mondo Bongo is entitled to appropriate equitable relief, including but not limited

13 to nullification of Jolie’s purported sale of Nouvel to the Stoli Parties.

14 SIXTH CLAIM FOR RELIEF

15 Tortious Interference with Contractual Relations
16 (By Plaintiff Mondo Bongo Against Defendant Jolie)

17 191. In the alternative to the Third Claim for Relief, Plaintiff Mondo Bongo brings this
18 claim against Jolie for tortious interference with contractual relations.
19 192. Mondo Bongo realleges and incorporates by reference each of Paragraphs 1
20 through 148 as though fully set forth herein.

21 193. At all times relevant to this action, the Quimicum Articles, including the

22 Quimicum Transfer Restrictions, constituted a valid and binding agreement between Mondo

23 Bongo and Nouvel and a valid and binding agreement between Mondo Bongo and Quimicum.

24 194. Jolie was aware of the Quimicum Articles.

25 195. Jolie intentionally engaged in actions designed to induce a disruption of Mondo

26 Bongo’s contractual relationships with Nouvel and Quimicum. In particular, Jolie purported to

27 sell her interest in Quimicum, which she held through her holding company Nouvel, to Tenute

28 del Mondo, in circumvention of the Quimicum Transfer Restrictions. For the purpose of

48
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 circumventing the Quimicum Transfer Restrictions—which expressly prohibited selling

2 Nouvel’s shares in Quimicum to a third party without obtaining Mondo Bongo’s consent and

3 providing Mondo Bongo the opportunity to buy those shares on the same terms—Jolie and the

4 Stoli Parties structured the purported sale of Jolie’s interest in Quimicum to Tenute del Mondo as

5 a sale of Nouvel while certifying in the Purchase Agreement effecting the purported sale that

6 Nouvel’s “only assets . . . at closing” will be Nouvel’s Quimicum shares and Nouvel’s loans to

7 Quimicum. Purchase Agreement § 3.5(a). In addition, the terms of the Confidentiality

8 Agreements, Exclusivity Agreement, and Purchase Agreement all reflect that Jolie and the Stoli

9 Parties intended to keep their negotiations, including the very fact of the negotiations, secret

10 from Pitt and Mondo Bongo to facilitate the disruption of Mondo Bongo’s rights and to prevent

11 Mondo Bongo from protecting or exercising those rights.

12 196. Jolie’s actions did in fact disrupt Mondo Bongo’s contractual relationships with

13 Nouvel and Quimicum.

14 197. As a direct and proximate result of Jolie’s wrongful conduct, Mondo Bongo has

15 suffered damages in an amount to be proven at trial.

16 198. Jolie engaged in her wrongful conduct with malice, oppression, or fraud.

17 Accordingly, Mondo Bongo requests that punitive damages be awarded in an amount sufficient

18 to sanction this conduct and to deter those who would commit or knowingly seek to profit from

19 similar actions, now and in the future.

20 199. In addition to recovering damages, specific performance is warranted because

21 there is no adequate remedy at law for Jolie’s tortious interference with Mondo Bongo’s

22 contractual relationships with Nouvel and Quimicum. Money damages cannot remedy Jolie’s

23 tortious interference: Since Pitt and Jolie acquired their interests in Miraval in 2008, the estate

24 has served as a private home for Pitt and his family, and he has made substantial investments in

25 it and its wine business, which is tied to Pitt’s image and name. Indeed, Jolie and the Stoli

26 Parties themselves recognized that the estate and business are unique assets, and any impairment

27 of those assets cannot be adequately remedied by money damages. See Purchase Agreement

28 § 9.8. In addition, the Stoli Parties were aware of Jolie’s tortious interference.

49
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 SEVENTH CLAIM FOR RELIEF

2 Tortious Interference with Contractual Relations

3 (By Plaintiffs Against the Defendant Stoli Parties)

4 200. Plaintiffs reallege and incorporate by reference each of Paragraphs 1 through 148

5 as though fully set forth herein.

6 201. At all times relevant to this action, Pitt and Jolie were subject to an implied-in-

7 fact contract, pursuant to which Pitt and Jolie would hold their respective interests in Miraval

8 together, and, if the time ever came, sell their interests separately only with the other’s consent.

9 202. The Stoli Parties were aware of Jolie’s contractual obligations to Pitt.

10 203. The Stoli Parties intentionally engaged in actions designed to induce Jolie to

11 breach her contractual obligations to Pitt. In particular, the Stoli Parties induced Jolie to sell her

12 interest in Nouvel to Tenute del Mondo in violation of Jolie’s contractual obligations to hold her

13 interest in Miraval with Pitt or, if the time ever came, to sell her interest separately only with

14 Pitt’s consent. The terms of the Confidentiality Agreements, Exclusivity Agreement, and

15 Purchase Agreement all reflect that Jolie and the Stoli Parties intended to keep their negotiations,

16 including the very fact of the negotiations, secret from Pitt to facilitate the breach of Pitt’s rights

17 and to prevent him from protecting or exercising his rights.

18 204. The actions of the Stoli Parties did in fact cause Jolie to disrupt her contractual

19 obligations to Pitt.

20 205. At all times relevant to this action, the Quimicum Articles, including the

21 Quimicum Transfer Restrictions, constituted a valid and binding agreement between Mondo

22 Bongo and Nouvel and a valid and binding agreement between Mondo Bongo and Quimicum.

23 206. The Stoli Parties were aware of the Quimicum Articles.

24 207. The Stoli Parties intentionally engaged in actions designed to induce a disruption

25 of Mondo Bongo’s contractual relationships with Nouvel and Quimicum. In particular, the Stoli

26 Parties induced Jolie to sell her interest in Quimicum, which she held through her holding

27 company, Nouvel, to Tenute del Mondo, in circumvention of the Quimicum Transfer

28 Restrictions. For the purpose of circumventing the Quimicum Transfer Restrictions—which

50
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 expressly prohibited selling Nouvel’s shares in Quimicum to a third party without obtaining

2 Mondo Bongo’s consent and providing Mondo Bongo the opportunity to buy those shares on the

3 same terms—Jolie and the Stoli Parties structured the purported sale of Jolie’s interest in

4 Quimicum to Tenute del Mondo as a sale of Nouvel while certifying in the Purchase Agreement

5 effecting the purported sale that Nouvel’s “only assets . . . at closing” will be Nouvel’s

6 Quimicum shares and Nouvel’s loans to Quimicum. Purchase Agreement § 3.5(a). In addition,

7 the terms of the Confidentiality Agreements, Exclusivity Agreement, and Purchase Agreement

8 all reflect that Jolie and the Stoli Parties intended to keep their negotiations, including the very

9 fact of the negotiations, secret from Pitt and Mondo Bongo to facilitate the disruption of Mondo

10 Bongo’s rights and to prevent Mondo Bongo from protecting or exercising its rights. The actions

11 of the Stoli Parties did in fact disrupt Mondo Bongo’s contractual relationships with Nouvel and

12 Quimicum.

13 208. As a direct and proximate result of the Stoli Parties’ wrongful conduct, Pitt and

14 Mondo Bongo have suffered damages in an amount to be proven at trial.

15 209. The Stoli Parties engaged in wrongful conduct with malice, oppression, or fraud.

16 Accordingly, Pitt and Mondo Bongo request that punitive damages be awarded in an amount

17 sufficient to sanction this conduct and to deter those who would commit or knowingly seek to

18 profit from similar actions, now and in the future.

19 210. In addition to recovering damages, specific performance is warranted because

20 there is no adequate remedy at law for the Stoli Parties’ tortious interference with Pitt’s

21 contractual relationship with Jolie and Mondo Bongo’s contractual relationships with Nouvel

22 and Quimicum. Money damages cannot remedy the Stoli Parties’ tortious interference: Since

23 Pitt and Jolie acquired their interests in Miraval in 2008, the estate has served as a private home

24 for Pitt and his family, and he and Mondo Bongo have made substantial investments in it and its

25 wine business, which is tied to Pitt’s image and name. Indeed, the Stoli Parties themselves

26 recognized that the estate and business are unique assets, and any impairment of those assets

27 cannot be adequately remedied by money damages. See Purchase Agreement § 9.8.

28

51
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 EIGHTH CLAIM FOR RELIEF

2 Tortious Interference with Prospective Business Relations

3 (By Plaintiffs Against Defendants)

4 211. Plaintiffs reallege and incorporate by reference each of Paragraphs 1 through 148

5 as though fully set forth herein.

6 212. At all times relevant to this action, consistent with the long-term strategic vision

7 of the Miraval business and brand, Pitt and Mondo Bongo have had business relations with

8 Château Miraval S.A., Miraval Provence, Familles Perrin, and Marc Perrin that are likely to

9 yield future and continued benefits to Pitt and Mondo Bongo. Through the joint venture between

10 Château Miraval S.A. and Familles Perrin, as well as through Pitt’s endorsement agreement with

11 Miraval Provence, Pitt and Mondo Bongo have an expectation of continued business relations

12 with Château Miraval S.A., Miraval Provence, Familles Perrin, and Perrin.

13 213. Defendants knew of these business relations and the likelihood of continued

14 benefits to Pitt and Mondo Bongo.

15 214. Defendants intentionally engaged in actions designed to disrupt Pitt’s and Mondo

16 Bongo’s continued business relations with Château Miraval S.A., Miraval Provence, Familles

17 Perrin, and Perrin.

18 215. Defendants did in fact disrupt Pitt’s and Mondo Bongo’s continued business

19 relationships with Château Miraval S.A., Miraval Provence, Familles Perrin, and Perrin. In

20 particular, Defendants caused, participated in, encouraged, and facilitated Nouvel’s undergoing

21 of a change of control in circumvention of the Quimicum Articles. Defendants also have

22 intentionally disrupted the long-term business strategy of Pitt and Mondo Bongo, along with

23 Château Miraval S.A., Miraval Provence, Familles Perrin, and Perrin, to develop and operate a

24 family-owned, family-operated French wine brand that is connected to Pitt’s personal image and

25 celebrity, including through an endorsement agreement between Pitt and Miraval Provence.

26 Indeed, Defendants have sought to co-opt Pitt’s well-earned fame and stardom, and unfairly

27 profit from the below-market rates at which Pitt endorses Miraval, by covertly forcing Pitt and

28 Mondo Bongo, along with Château Miraval S.A., Miraval Provence, Familles Perrin, and Perrin

52
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 into a business partnership with the Stoli Parties, whose Russia-affiliated spirits conglomerate is

2 contrary and harmful to the Miraval brand with which Pitt has associated himself, as well as to

3 the Miraval business. Jolie knew that the Stoli Parties would try to interfere in the business Pitt

4 built, which is tied to his image and name, and would disrupt its successful strategy as a family-

5 owned and family-operated French vineyard.

6 216. In the course of disrupting Pitt’s and Mondo Bongo’s continued business relations

7 with Château Miraval S.A., Miraval Provence, Familles Perrin, and Perrin, Defendants engaged

8 in independently wrongful conduct by violating Article 6-1 of the Luxembourg Civil Code.

9 217. As a direct and proximate result of Defendants’ wrongful conduct, Pitt and

10 Mondo Bongo have suffered damages in an amount to be proven at trial.

11 218. Defendants engaged in wrongful conduct with malice, oppression, or fraud.

12 Accordingly, Pitt and Mondo Bongo request that punitive damages be awarded in an amount

13 sufficient to sanction this conduct and to deter those who would commit or knowingly seek to

14 profit from similar actions, now and in the future.

15 NINTH CLAIM FOR RELIEF

16 Constructive Trust
17 (By Plaintiffs Against Defendants)

18 219. Plaintiffs reallege and incorporate by reference each of Paragraphs 1 through 148
19 as though fully set forth herein.
20 220. As of the date of Jolie’s purported sale of Nouvel, the only assets held by Nouvel

21 were its shares of Quimicum and its shareholder loans to Quimicum.

22 221. Plaintiffs possess a right to Nouvel’s shares of Quimicum.

23 222. When Jolie purported to sell Nouvel to Tenute del Mondo, this sale effected an

24 unlawful and wrongful transfer of Nouvel and its shares of Quimicum, unjustly enriching Jolie.

25 223. As a result of this wrongful transfer, Defendants have become involuntary trustees

26 of Nouvel’s shares of Quimicum for the benefit of Plaintiffs.

27 224. Plaintiffs are entitled to the equitable remedy of a constructive trust.

28

53
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 PRAYER FOR RELIEF

2 WHEREFORE, Plaintiffs William B. Pitt and Mondo Bongo, LLC respectfully pray for

3 the following relief:

4 A. For judgment in favor of Plaintiffs and against Defendants;

5 B. For damages in an amount to be proven at trial;

6 C. For restitution in an amount to be proven at trial;

7 D. For disgorgement;

8 E. For punitive and exemplary damages;

9 F. For a declaration that Jolie’s purported sale of Nouvel is null and void;

10 G. For specific performance;

11 H. For the imposition of a constructive trust over the Quimicum shares held by

12 Nouvel;

13 I. For attorneys’ fees and costs, as provided by law;

14 J. For pre- and post-judgment interest; and

15 K. For any other relief that the Court deems just and proper.

16

17 DATED: June 21, 2023 KENDALL BRILL & KELLY LLP

Laura W. Brill
18

19 By: /s/ Laura W. Brill

Laura W. Brill
20
WACHTELL, LIPTON, ROSEN & KATZ
21 Jonathan M. Moses (admitted pro hac vice)
Adam L. Goodman (admitted pro hac vice)
22 Remy Grosbard (admitted pro hac vice)
Jessica L. Allen (admitted pro hac vice)
23 51 West 52nd Street
New York, NY 10019
24 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
25
Attorneys for Plaintiffs and Cross-Defendants
26 William B. Pitt and Mondo Bongo, LLC
27

28

54
PLAINTIFFS’ SECOND AMENDED COMPLAINT
 1 DEMAND FOR JURY TRIAL

2 Plaintiffs William B. Pitt and Mondo Bongo, LLC demand a trial by jury as to all issues

3 so triable.

4 DATED: June 21, 2023 KENDALL BRILL & KELLY LLP

Laura W. Brill
5

6 By: /s/ Laura W. Brill

Laura W. Brill
7

8 WACHTELL, LIPTON, ROSEN & KATZ

Jonathan M. Moses (admitted pro hac vice)
9 Adam L. Goodman (admitted pro hac vice)
Remy Grosbard (admitted pro hac vice)
10 Jessica L. Allen (admitted pro hac vice)
51 West 52nd Street
11 New York, NY 10019
Telephone: (212) 403-1000
12 Facsimile: (212) 403-2000
13 Attorneys for Plaintiffs and Cross-Defendants
William B. Pitt and Mondo Bongo, LLC
14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

55
PLAINTIFFS’ SECOND AMENDED COMPLAINT
EXHIBIT 1
 Document emis electroniquement
Registre de Commerce et des Societes
Numero RCS: 841114
Reference de depot: Ll30057424
Depose le 11/04/ 2013
QUIMICUMS.A.
Societe anonyme
Siege social : 6 C rue Gabriel Lippmann, L-5365 Munsbach
RCS Luxembourg : B 41114

ASSEMBLEE GENERALE EXTRAORDINAIRE DU 25 MARS 2013

NUMERO 707113

In the year two thousand and thirteen, on the twenty-fifth day of March.

Before us, Maitre Francis Kesseler, notary residing in Esch-sur-Alzette.

There was held an extraordinary general meeting of the shareholders (the "General Meeting") of the
public limited liability company (societe anonyme) existing under the name of "QUIMICUM S.A.",
governed by the laws of the Grand-Duchy of Luxembourg, having its registered office at 6 C rue
Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg
Register of Commerce and Companies under number B 41.114 incorporated pursuant to a deed of
Maitre Jacques Delvaux notary residing at Esch-sur-Alzette dated 28 July 1992, published in the
Memorial C, Recueil des Societes et Associations, number 558, page 26.754; the articles of
association have been amended several times and for the last time pursuant to a deed of Maitre
Francis Kesseler, notary residing in Esch-sur-Alzette, dated 13 August 2008, published in the
Memorial C, Recueil des Societes et Associations, number 2368 page 113.635 on 27 September 2008
(hereafter referred to as the "Company").

The meeting was opened by Ms. Elodie Duchene, attorney-at-law, residing professionally in
Luxembourg,

Being in the chair, who appointed as secretary Ms. Carmen Andre, jurist, residing professionally in
Luxembourg.

The meeting elected as scrutineer Mr. Jean-Marc Delcour, attorney-at-law, residing professionally in
Luxembourg.

The bureau of the meeting having thus been constituted, the chairman declared and requested the
notary to state that:

1. The agenda of the meeting is the following :

a. Change of the legal form of the Company so as to convert it from a public limited
liability company (societe anonyme) into a private limited liability company (societe a
responsabilite limitee);

b. Change of the corporate name of the Company from "Quimicum S.A. " into "Quimicum
S.a r.l. " in accordance with legal requirements;

c. Replacement of the existing one thousand (1,000) shares, each with a par value of
one hundred fifty-two Euros (EUR 152.-) issued under the form of a public limited
liability company (societe anonyme) into one thousand (1,000) shares (parts sociales),
each with a par value of one hundred fifty-two Euros (EUR 152.-) in issue under the

1
Exhibit 1
Page 56
 Document emis electroniquement

form of a private limited liability company (societe a responsabilite limitee) and

attribution of the new shares (parts sociales) to the existing shareholders up to their
shareholding in the public limited liability company (societe anonyme);

d. Confirmation of the registered office;

e. Acknowledgment of the resignations of all members of the board of directors of the

Company i.e. (i) Mr. Olivier Dorier, (ii) Mr. Herman Schommarz, and (iii) Mr. Stewart
(Chok Kien Lo) Kam-Cheong, as directors of the Company and granting them full
discharge for the execution of their mandate up to their resignation;

f. Acknowledgment of the resignation of Mr. Lex Benoy as statutory auditor of the

Company and granting him full discharge for the execution of his mandate up to his
resignation;

g. Decision to set at three (3) the number of directors (gerants) of the Company and
appointment of (i) Mr. Olivier Dorier, (ii) Mr. Herman Schommarz, and (iii) Mr. Stewart
(Chok Kien Lo) Kam-Cheong, as new directors (gerants) of the Company, with
immediate effect and for an unlimited period of time;

h. Full restatement of the articles of association of the Company so as to reflect the

above resolutions and to adapt them to the new legal form of the Company; and

i. Miscellaneous.

2. The shareholders represented at the meeting, the proxyholders of the represented

shareholders and the number of their shares are shown on an attendance list, signed "ne
varietur" by the proxyholders of the represented shareholders, the member of the bureau and
the undersigned notary, will remain annexed to the present deed.

The proxies of the represented shareholders will also remain annexed to the present deed.

3. As a result of the aforementioned attendance list, all the one thousand (1,000) shares issued
are represented at the present meeting, which is consequently constituted and may validly
deliberate and decide on the different items of the agenda.

After the foregoing has been approved by the shareholders, the shareholders took the
following resolutions:

FIRST RESOLUTION

The General Meeting RESOLVES to change the legal form of the Company so as to convert it from a
public limited liability company (societe anonyme) into a private limited liability company (societe a
responsabilite limitee), without discontinuity of its legal status.

The share capital and the reserves will remain intact, as well as each item of the assets and liabilities,
the amortisations, the appreciations and the depreciations.

The Company transformed into a private limited liability company (societe a responsabilite /imitee)
shall continue the book-keeping and the accountancy held by the Company previously under the form
of a public limited liability company (societe anonyme).

The change of the legal form of the Company is made on the basis of (i) the Company's interim
balance sheet as at and for the period from 1 January 2013 until 25 March 2013 (the "Interim Balance

Exhibit 1
Page 57
 Document emis electroniquement

Sheet'') and (ii) the report of the board of directors of the Company issued on 25 March 2013 relating
to the description of the share capital of the Company (the "Board Report"), which concludes that:

As of 25 March 2013:

the share capital of the Company amounts to one hundred fifty-two thousand Euros (EUR
152,000.-) divided into one thousand (1,000) shares, each with a par value of one hundred
fifty-two Euros (EUR 152.-);

the share capital of the Company is therefore at least equal to the amount of the minimum
share capital required by Article 182 of the law dated 10 August 1915 on commercial
companies as amended from time to time, for companies having the corporate form of a
private limited liability company (societe a responsabilite limitee); and

the Company's shares are fully subscribed and entirely paid up by the shareholders of the
Company.

The Interim Balance Sheet and the Board Report, after having been signed "ne varietur' by the
appearing party and the undersigned notary, will remain annexed to the present deed for the purpose
of registration.

SECOND RESOLUTION

The General Meeting RESOLVES to change the corporate name of the Company from "Quimicum
S.A." into "Quimicum S.a r.l.".

THIRD RESOLUTION

The General Meeting RESOLVES to replace the existing one thousand (1 ,000) shares, each with a
par value of one hundred fifty-two Euros (EUR 152.-) issued under the form of a public limited liability
company (societe anonyme) into one thousand (1,000) shares (parts sociales), each with a par value
of one hundred fifty-two Euros (EUR 152.-) in issue under the form of a private limited liability
company (societe a responsabilite limitee).

The General Meeting further RESOLVES to attribute the new shares (parts sociales) to the existing
shareholders pro rata their shareholding in the public limited liability company (societe anonyme).

So that (i) Mondo Bongo, LLC, a limited liability company organized and existing under the laws of the
state of California, United States of America, having its registered office at 9100 Wilshire Boulevard,
Suite 1000 West Beverly Hills, CA 90212 (United States of America) will be the holder of six hundred
(600) shares (parts sociales) of the Company and (ii) Nouvel, LLC, a limited liability company
organized and existing under the laws of the state of California, United States of America, having its
registered office at 1990 S. Bundy Drive, Suite 200 Los Angeles, CA 90025, (United States of America)
will be the holder of four hundred (400) shares (parts sociales) of the Company.

FOURTH RESOLUTION

The General Meeting CONFIRMS that the registered office of the Company is located at 6 C, rue
Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg.

Exhibit 1
Page 58
 Document emis electroniquement

FIFTH RESOLUTION

The General Meeting RESOLVES to acknowledge, with immediate effect, the resignations of all
members of the board of directors of the Company, composed of (i) Mr. Olivier Dorier, (ii) Mr. Herman
Schommarz, and (iii) Mr. Stewart (Chok Kien Lo) Kam-Cheong, as directors of the Company.

The General Meeting further RESOLVES to grant them full discharge from any liability arising from the
performance of their duties as directors of the Company up to their resignation as far as legally
possible and to resolve again on the said discharge at the time the shareholders will approve the
Company's annual accounts as at 31 December 2013.

SIXTH RESOLUTION

The General Meeting RESOLVES to acknowledge, with immediate effect, the resignation of Mr. Lex
Benoy as statutory auditor of the Company.

The General Meeting further RESOLVES to grant him full discharge from any liability arising from the
performance of his duties as statutory auditor of the Company up to his resignation as far as legally
possible and to resolve again on the said discharge at the time the shareholders will approve the
Company's annual accounts as at 31 December 2013.

SEVENTH RESOLUTION

The General Meeting RESOLVES to set at three (3) the number of directors (gerants) of the Company
and to appoint the following persons as new directors (gerants) of the Company, with immediate effect
and for an unlimited period of time:

(i) Mr. Olivier Dorier, born on 25 September 1968 in Saint-Remy (France), residing professionally
at 6 C rue Gabriel Lippmann, L-5365 Munsbach (Grand-Duchy of Luxembourg);

(ii) Mr. Herman Schommarz, born on 20 November 1970 in Amersfoort (Republic of South Africa),
residing professionally at 6 C rue Gabriel Lippmann, L-5365 Munsbach (Grand-Duchy of
Luxembourg); and

(iii) Mr. Stewart (Chok Kien Lo) Kam-Cheong, born on 22 July 1962 in Port Louis (Mauritius),
residing professionally at 6 C rue Gabriel Lippmann, L-5365 Munsbach (Grand-Duchy of
Luxembourg).

EIGHTH RESOLUTION

The General Meeting RESOLVES to fully restate the articles of association of the Company so as to
reflect the above resolutions and to adapt them to the new legal form of the Company and to set them
as follows:

ARTICLE 1 - CORPORATE FORM AND NAME

These are the articles of association (the "Articles") of a private limited liability company ("societe a
responsabilite limitee") whose name is Quimicum S.a r.l. (hereafter the "Company").

The Company is incorporated under and governed by the laws of the Grand Duchy of Luxembourg, in
particular the law dated 10 August 1915, on commercial companies, as amended (the "Law"), as well
as by these Articles.

Exhibit 1
Page 59
 Document emis electroniquement

ARTICLE 2 - CORPORATE OBJECT

2.1 The object of the Company is (i) the holding of participations and interests in any form whatsoever
in Luxembourg and foreign companies, partnerships or other entities, (ii) the acquisition by purchase,
subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stocks,
bonds, debentures, notes and other securities of any kind, and (iii) the acquisition, ownership,
administration, development, management and disposal of its portfolio. The Company may enter into
any agreements relating to the acquisition, subscription or management of the aforementioned
instruments and the financing thereof.
2.2 The Company may borrow in any form and proceed to the issuance of bonds, debentures, notes
and other instruments convertible or not, without a public offer.
2.3. The Company may grant assistance and lend funds to its subsidiaries, affiliated companies, to
any other group company as well as to other entities or persons provided that the Company will not
enter into any transaction which would be considered as a regulated activity without obtaining the
required licence. It may also give guarantees and grant security in favour of third parties to secure its
obligations or the obligations of its subsidiaries, affiliated companies or any other group company as
well as other entities or persons provided that the Company will not enter into any transaction which
would be considered as a regulated activity without obtaining the required licence. The Company may
further mortgage, pledge, transfer, encumber or otherwise hypothecate all or some of its assets.
2.4 The Company may generally employ any techniques and utilize any instruments relating to its
investments for the purpose of their efficient management, including the entry into any forward
transactions as well as techniques and instruments designed to protect the Company against credit
risk, currency fluctuations, interest rate fluctuations and other risks.
2.5 In a general fashion it may grant assistance to affiliated companies, take any controlling and
supervisory measures and carry out any operation, which it may deem useful in the accomplishment
and development of its purposes.
2.6 The Company may carry out any commercial or financial operations and any transactions with
respect to movable or immovable property, which directly or indirectly further or relate to its purpose.

ARTICLE 3- DURATION

The Company is formed for an unlimited period of time.

ARTICLE 4 - REGISTERED OFFICE

4.1 The registered office of the Company is established in Munsbach.

4.2 It may be transferred to any other place in the Grand Duchy of Luxembourg by means of an
extraordinary resolution of its shareholders deliberating in the manner provided for amendments to the
Articles.

4.3 The address of the registered office may be transferred within the municipality by decision of the
sole director (gerant) or in case of plurality of directors (gerants), by a decision of the board of
directors (conseil de gerance).

4.4 In the event that the board of directors (gerants) or the sole director (gerant) (as the case may be)
should determine that extraordinary political, economic or social developments have occurred or are
imminent that would interfere with the normal activities of the Company at its registered office or with
the ease of communication between such office and persons abroad, the registered office may be
temporarily transferred abroad until the complete cessation of these extraordinary circumstances;

Exhibit 1
Page 60
 Document emis electroniquement

such temporary measures shall have no effect on the nationality of the Company which,
notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company.
Such temporary measures will be taken and notified to any interested parties by the board of directors
(gerants) or the sole director (gerant) (as the case may be) of the Company.

4.5 The Company may have offices and branches, both in Luxembourg and abroad .

ARTICLE 5 - SHARE CAPITAL- SHARES (PARTS SOC/ALES)

5.1 - Subscribed Share Capital

5.1 .1 The Company's corporate capital is fixed at one hundred fifty-two thousand Euros (EUR
152,000.-) represented by one thousand (1,000) shares (parts sociales) of one hundred fifty-two Euros
(EUR 152,-) each, all fully subscribed and entirely paid up.
5.1.2 Any premium paid on any share (part sociale) is allocated to a distributable reserve in
accordance with the terms of this Article. The share premium shall remain reserved and attached to
the shares (parts sociales) in relation to which it was paid and will be reserved to the relevant holders
of shares (parts socia/es) in case of distributions, repayment or otherwise. Decisions as to the use of
the share premium reserve(s) are to be taken by the shareholder(s).
5.1.3 The Company may accept contributions without issuing shares (parts sociales) or other
securities in consideration and may allocate such contributions to one or more reserves. Decisions as
to the use of any such reserves are to be taken by the shareholder(s). The reserves may, but do not
need to, be allocated to the contributor.
5.2 - Changes to Share Capital

The capital may be changed at any time by a decision of the single shareholder or by decision of the
general shareholders' meeting, in accordance with Article 7 of these Articles and within the limits
provided for by Article 199 of the Law.
5.3 - Indivisibility of Shares (parts socia/es)

Towards the Company, the Company's shares (parts sociales) are indivisible, since only one owner is
admitted per share (part sociale). Co-owners, usufructuaries and bare-owners, creditors and debtors
of pledged shares (parts socia/es) have to appoint a sole person as their representative towards the
Company.
5.4 - Transfer of Shares (parts sociales)

5.4.1 In case of a single shareholder, the Company's shares (parts socia/es) held by the single
shareholder are freely transferable.
5.4.2 In case of plurality of shareholders, the shares (parts socia/es) held by each shareholder may be
transferred in compliance with the provisions of Articles 189 and 190 of the Law.
5.4.3 Shares (parts socia/es) may not be transferred inter vivos to non-shareholders unless
shareholders representing at least three-quarters of the corporate share capital shall have agreed
thereto.

5.4.4 Transfers of shares (parts sociales) must be recorded by notarial or private deed. Transfers shall
not be valid vis-a-vis the Company or third parties until they shall have been notified to the Company
or accepted by it in accordance with the provisions of Article 1690 of the Civil Code.

5.5 - Repurchase of Shares (parts socia/es)

Exhibit 1
Page 61
 Document emis electroniquement

The Company may repurchase its shares (parts socia/es) provided that there are sufficient available
reserves to that effect. For the avoidance of doubt, the repurchased shares (parts socia/es) will not be
taken into consideration for the determination of the quorum and majority.

5.6 - Share Register

All shares (parts socia/es) and transfers thereof are recorded in the shareholders' register in
accordance with Article 185 of the Law.

ARTICLE 6 - MANAGEMENT

6.1 - Appointment and Removal

6.1.1 The Company is managed by one or several directors (gerants). If several directors (gerants)
have been appointed, they will constitute a board of directors (conseil de gerance). The director(s)
(gerant(s)) need not to be shareholder(s).

6.1.2 The director(s) (gerant(s)) is/are appointed by resolution of the shareholders.

6.1.3 A director (gerant) may be revoked ad nutum with or without cause and replaced at any time by
resolution adopted by the shareholders.

6.1.4 The sole director (gerant) and each of the members of the board of directors (consei/ de gerance)
may be compensated for his/their services as director (gerant) or reimbursed for their reasonable
expenses upon resolution of the shareholders.

6.2 - Powers

6.2.1 All powers not expressly reserved by Law or the present Articles to the general meeting of
shareholders fall within the competence of the sole director (gerant), or in case of plurality of directors
(gerants), of the board of directors (conseil de gerance).

6.2.2 The sole director (gerant), or in case of plurality of directors (gerants), the board of directors
(conseil de gerance), may sub-delegate his/its powers for specific tasks to one or several ad hoc
agents.

6.2.3 The sole director (gerant), or in case of plurality of directors (gerants), the board of directors
(conseil de gerance) will determine the agent'(s) responsibilities and remuneration (if any), the
duration of the period of representation and any other relevant conditions of the agency.

6.3 - Representation and Signatory Power

6.3.1 In dealing with third parties as well as in judicial proceedings, the sole director (gerant), or in
case of plurality of directors (gerants), the board of directors (conseil de gerance) will have all powers
to act in the name of the Company in all circumstances and to carry out and approve all acts and
operations consistent with the Company's objects.

6.3.2 The Company shall be bound by the signature of its sole director (gerant), and, in case of
plurality of directors (gerants), by the joint signature of any two directors (gerants) or by the signature
of any person to whom such power has been delegated by the board of directors (conseil de gerance).

6.4 - Chairman, Vice-Chairman, Secretary, Meetings

6.4.1 The board of directors (consei/ de gerance) may choose among its members a chairman and a
vice-chairman. It may also choose a secretary, who need not be a director (gerant), to keep the
minutes of the meeting of the board of directors (consei/ de gerance) and of the shareholders and who
shall be subject to the same confidentiality provisions as those applicable to the directors (gerants).

Exhibit 1
Page 62
 Document emis electroniquement

6.4.2 Meetings of the board of directors (conseil de gerance) may be convened by any member of the
board of directors (conseil de gerance). The convening notice, containing the agenda and the place of
the meeting, shall be sent by letter (sent by express mail or special courier), telegram, telex, telefax or
e-mail at least three (3) days before the date set for the meeting, except in circumstances of
emergency in which case the nature of such circumstances shall be set forth in the convening notice
and in which case notice of at least 24 hours prior to the hour set for such meeting shall be sufficient.
Any notice may be waived by the consent of each director (gerant) expressed during the meeting or in
writing or telegram, telex, telefax or e-mail. Separate notice shall not be required for individual
meetings held at times and places prescribed in a schedule previously adopted by resolution of the
board of directors (conseil de gerance). All reasonable efforts will be afforded so that, sufficiently in
advance of any meeting of the board each director (gerant) is provided with a copy of the documents
and/or materials to be discussed or passed upon by the board at such meeting.

6.4.3 The board of directors (consei/ de gerance) can discuss or act validly only if at least a majority of
the directors (gerants) is present or represented at the meeting of the board of directors (conseil de
gerance). Resolutions shall be taken by a majority of the votes cast of the directors (gerants) present
or represented at such meeting.
6.4.4 The resolutions of the board of directors (conseil de gerance) shall be recorded in minutes to be
signed by the chairman or each member of the board of directors (conseil de gerance) of the
Company present at the meeting.
6.4.5 Resolutions in writing approved and signed by all directors (gerants) shall have the same effect
as resolutions passed at the board of directors' (gerants) meetings. Such approval may be in one or
several separate documents.
6.4.6 Copies or extracts of the minutes and resolutions, which may be produced in judicial
proceedings or otherwise, shall be signed by the chairman and any member of the board of directors
(conseil de gerance) of the Company.

6.4.7 A director (gerant) may appoint any other director (gerant) (but not any other person) to act as
his representative at a board meeting to attend, deliberate, vote and perform all his functions on his
behalf at that board meeting. A director (gerant) can act as representative for more than one other
director (gerant) at a board meeting.
6.4.8 Any and all directors (gerants) may participate in any meeting of the board of directors (conseil
de gerance) by telephone or video conference call or by other similar means of communication
allowing all the directors (gerants) taking part in the meeting to hear one another. The participation in a
meeting by these means is equivalent to a participation in person at such meeting.
6.5 - Liability of Directors (gerants)

Any director (gerant) assumes, by reason of his position, no personal liability in relation to any
commitment validly undertaken by him in the name of the Company.

ARTICLE 7 - SHAREHOLDERS' RESOLUTIONS

7.1 For as long as all the shares (parts socia/es) are held by only one shareholder, the Company is a
sole shareholder company (societe unipersonnelle) in the meaning of Article 179 (2) of the Law and
Articles 200-1 and 200-2 of the Law, among others, will apply. The single shareholder assumes all
powers conferred to the general shareholders' meeting.

7.2 In case of plurality of shareholders, each shareholder may take part in collective decisions
irrespectively of the number of shares (parts sociales) he owns. Each shareholder has a number of
votes equal to the number of shares (parts sociales) held by him.

Exhibit 1
Page 63
 Document emis electroniquement

7.3. Collective decisions are only validly taken insofar as shareholders owning more than half of the
share capital adopt them provided that in case such majority is not met, the shareholders may be
reconvened or consulted again in writing by registered letter and the decisions will be validly taken by
the majority of the votes cast irrespective of the portion of share capital represented.

7.4 However, resolutions to alter the Articles, except in case of a change of nationality, which requires
a unanimous vote, may only be adopted by the majority in number of the shareholders owning at least
three quarter of the Company's share capital, subject to the provisions of the Law.

7.5 A meeting of shareholders may validly debate and take decisions without complying with all or any
of the convening requirements and formalities if all the shareholders have waived the relevant
convening requirements and formalities either in writing or, at the relevant shareholders' meeting, in
person or by an authorised representative.

7.6 A shareholder may be represented at a shareholders' meeting by appointing in writing (or by fax or
e-mail or any similar means) a proxy or attorney who need not be a shareholder.
7.7 The holding of general shareholders' meetings shall not be mandatory where the number of
members does not exceed twenty-five (25). In such case, each shareholder shall receive the precise
wording of the text of the resolutions or decisions to be adopted and shall give his vote in writing.

7.8 The majority requirements applicable to the adoption of resolutions by a shareholders' meeting
apply mutatis mutandis to the passing of written resolutions of shareholders. Written resolutions of
shareholders shall be validly passed upon receipt by the Company of original copies (or copies sent
by facsimile transmission or as e-mail attachments) of shareholders' votes representing the majority
required for the passing of the relevant resolutions, irrespective of whether all shareholders have
voted or not.

ARTICLE 8 - ANNUAL GENERAL SHAREHOLDERS' MEETING

8.1 At least one shareholders' meeting shall be held each year. Where the number of shareholders
exceeds twenty-five, such annual general meeting of shareholders shall be held, in accordance with
Article 196 of the Law at the registered office of the Company, or at such other place in Luxembourg
as may be specified in the notice of meeting, on the first Monday of the month of June, at 11 A.M.

8.2 If such day is not a bank business day in Luxembourg, the annual general meeting shall be held
on the preceding bank business day. The annual general meeting may be held abroad if, in the
absolute and final judgment of the sole director (gerant), or in case of plurality of directors (gerants),
the board of directors (conseil de gerance). exceptional circumstances so require.

ARTICLE 9 - AUDIT

9.1 Where the number of shareholders exceeds twenty-five, the operations of the Company shall be
supervised by one or more statutory auditors in accordance with Article 200 of the Law who need not
to be shareholder. If there is more than one statutory auditor, the statutory auditors shall act as a
colfegium (s) and form the board of auditors.

9.2 Irrespective of the above, the Company shall be supervised by one or more approved statutory
auditor(s) (reviseur(s) d'entreprises agree) where there is a legal requirement to that effect or where
the Company is authorized by law to opt for and chooses to opt for the appointment of an approved
statutory auditor (reviseur d'entreprise agree) instead of a statutory auditor.

ARTICLE 10 - FINANCIAL YEAR - ANNUAL ACCOUNTS

Exhibit 1
Page 64
 Document emis electroniquement

10.1- Financial Year

st st
The Company's financial year starts on the 1 of January and ends on the 31 of December of each
year.
10.2 -Annual Accounts

10.2.1 Each year, the sole director (gerant), or in case of plurality of directors (gerants), the board of
directors (conseil de gerance) prepares an inventory a balance sheet and a profit and loss account in
accordance with the provisions of Article 197 of the Law.
10.2.2 Each shareholder, either personally or through an appointed agent, may inspect, at the
Company's registered office, the above inventory, balance sheet, profit and loss accounts and, as the
case may be, the report of the statutory auditor(s) set-up in accordance with Article 200 of the Law.
Where the number of shareholders exceeds twenty-five, such inspection shall only be permitted fifteen
days before the meeting.

ARTICLE 11 - DISTRIBUTION OF PROFITS

11 .1 An amount equal to five per cent (5%) of the net profits of the Company shall be allocated to a
statutory reserve, until and as long as this reserve amounts to ten per cent (10%) of the Company's
share capital.

11.2 The balance of the net profits may be distributed to the shareholder(s) commensurate to his/their
shareholding in the Company.
11 .3 Except where otherwise provided for in these Articles, each share (part socia/e) entitles to a
fraction of the corporate assets and profits of the Company in direct proportion to the number of
shares (parts sociales) in existence.
11 .4 The sole director (gerant) or the board of directors (conseil de gerance) as appropriate may
decide to pay interim dividends to the shareholder(s) before the end of the financial year on the basis
of a statement of accounts showing that sufficient funds are available for distribution, it being
understood that (i) the amount to be distributed may not exceed, where applicable, realised profits
since the end of the last financial year, increased by carried forward profits and distributable reserves,
but decreased by carried forward losses and sums to be allocated to a reserve to be established
according to the Law or these Articles and that (ii) any such distributed sums which do not correspond
to profits actually earned may be recovered from the relevant shareholder(s).

ARTICLE 12- DISSOLUTION - LIQUIDATION

12.1 The Company shall not be dissolved by reason of the death, suspension of civil rights, insolvency
or bankruptcy of the single shareholder or of one of the shareholders.
12.2 Except in the case of dissolution by court order, the dissolution of the Company may take place
only pursuant to a decision adopted by the general meeting of shareholders in accordance with the
conditions required for amendments to the Articles.
12.3 At the time of dissolution of the Company, the liquidation will be carried out by one or several
liquidators, shareholders or not, appointed by the shareholders who shall determine their powers and
remuneration.

ARTICLE 13 - REFERENCE TO THE LAW

Reference is made to the provisions of the Law for all matters for which there are no specific
provisions in these Articles.

10

Exhibit 1
Page 65
 Document emis electroniquement

There being no further business, the meeting is terminated.

COSTS

The expenses, costs, fees and charges of any kind whatsoever which will have to be borne by the
Company as a result of the present deed are estimated at approximately one thousand eight hundred
euro (EUR 1.800,-).

The undersigned notary, who knows English, states that on request of the appearing party, the
present deed is worded in English, followed by a French version and in case of discrepancies between
the English and the French text, the English version will be binding.

WHEREOF the present notarial deed was drawn up in Luxembourg, on the day indicated at the
beginning of this deed.

The document having been read to the person appearing, he signed together with the notary the
present original deed.

SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE :

L'an deux mille treize, le vingt-cinquieme jour de mars.

Par devant MaTtre Francis Kesseler, notaire de residence a Esch-sur-Alzette.

S'est reunie l'assemblee generale extraordinaire des actionnaires (I' « Assemblee Generate ») de la
societe anonyme existant sous la denomination « QUIMICUM S.A. », regie par les lois du Grand-
Duche de Luxembourg, ayant son siege social au 6 C rue Gabriel Lippmann, L-5365 Munsbach,
Grand-Duche de Luxembourg, immatriculee aupres du Registre de Commerce et des Societes de
Luxembourg sous le numero B 41.114 constituee suivant un acte de MaTtre Jacques Delvaux, notaire
residant a Esch-sur-Alzette, date du 28 juillet 1992, publie au Memorial C, Recueil des Societes et
Associations numero 558 page 26.754; les statuts ont ete modifies a plusieurs reprises et pour la
derniere fois suivant acte de Maitre Francis Kesseler, notaire residant a Esch-sur-Alzette, date du 13
ao0t 2008, publie au Memorial C, Recueil des Societes et Associations numero 2368, page 113.635
le 27 septembre 2008 (ci-apres la « Societe »).

L'assemblee s'est ouverte sous la presidence de Mademoiselle Elodie Duchene, avocate, demeurant
professionnellement a Luxembourg,

Designant comme secretaire Mademoiselle Carmen Andre, juriste, demeurant professionnellement a

Luxembourg.

L'assemblee elit comme scrutateur Monsieur Jean-Marc Delcour, avocat, demeurant

professionnellement a Luxembourg.

Le bureau de l'assemblee ayant ete constitue, le president declare et prie le notaire instrumentant
d'acter que :

1. La presente assemblee a pour ordre du jour :

a. Modification de la forme sociale de la Societe afin de la transformer d'une societe

anonyme en une societe a responsabilite limitee;

11

Exhibit 1
Page 66
 Document emis electroniquement

b. Modification de la denomination sociale de la Societe de « Quimicum S.A. » en

« Quimicum S.a r.l. » en conformite avec /es exigences legates;

c. Remplacement des mi/le (1.000) actions existantes, ayant chacune une valeur
nominate de cent cinquante-deux Euros (EUR 152,-) emises sous la forme d'une
societe anonyme en mi/le (1.000) parts sociales, ayant chacune une valeur
nominate de cent cinquante-deux Euros (EUR 152,-) en circulation sous la forme
d'une societe a responsabilite limitee et attribution des nouvelles parts socia/es
aux actionnaires existants en proportion de /eur participation dans la societe
anonyme;

d. Confirmation du siege social ;

e. Prise de connaissance des demissions de tous /es membres du conseil

d'administration de la Societe, etant (i) Mr. Olivier Dorier, (ii) Mr. Herman
Schommarz, et (iii) Mr. Stewart (Chok Kien Lo) Kam-Cheong, en qualite
d'administrateurs de la Societe et octroi de la decharge pour /'execution de leur
mandat jusqu'a leur demission;

f. Prise de connaissance de la demission de Mr. Lex Benoy en qualite de

commissaire aux comptes de la Societe et octroi de la decharge pour /'execution
de son mandatjusqu'a sa demission;

g. Decision de fixer a trois (3) le nombre de gerants de la Societe et nomination de

(i) Mr. Olivier Dorier, (ii) Mr. Herman Schommarz, et (iii) Mr. Stewart (Chok Kien
Lo} Kam-Cheong, en qualite de nouveaux gerants de la Societe, avec effet
immediat et pour une duree indeterminee;

h. Refonte integrate des statuts de la Societe en vue de refleter /es resolutions

precedentes et de /es adapter a la nouvelle forme sociale de la Societe; et

i. Divers.

2. Que Jes actionnaires representes a l'assemblee, Jes mandataires des actionnaires

representes ainsi que le nombre d'actions qu'ils detiennent est indique sur une liste de
presence, signee ne varietur par Jes mandataires des actionnaires representes, Jes
membres du bureau et le notaire instrumentant, qui restera annexee au present acte.

Les procurations des actionnaires representes resteront egalement annexees au present

acte.

3. Qu'au vu de la predite liste de presences, toutes les mille (1.000) actions emises sont
representees a la presente assemblee, qui est en consequence regulierement constituee
et peut valablement deliberer et decider sur Jes differents points de l'ordre du jour.

Ces faits ayant ete approuves par Jes actionnaires, Jes actionnaires prennent Jes
resolutions suivantes :

12
Exhibit 1
Page 67
 Document emis electroniquement

PREMIERE RESOLUTION

L'Assemblee Generale DECIDE de modifier fa forme sociale de la Societe afin de la transformer d'une
societe anonyme en une societe a responsabilite limitee, sans discontinuite de sa personnalite
juridique.

Le capital social et les reserves demeureront intacts, ainsi que tous les elements de l'actif et du passif,
les amortissements, les mains-values et les plus-values.

La Societe transformee en une societe a responsabilite limitee continuera les ecritures et la

comptabilite tenues par la Societe precedemment sous la forme d'une societe anonyme.

Le changement de la forme sociale de la Societe est fait sur base (i) d'un bilan interimaire de la
Societe etabli pour la periode du 1e' janvier 2013 au 25 mars 2013 (le« Bifan lnterimaire ») et (ii)
d'un rapport etabli par le conseil d'administration de la Societe concernant la description du capital
social de la Societe (le « Rapport du Conseil »), qui conclut :

Au 25 mars 2013:

Le capital social de la Societe s'eleve a cent cinquante-deux mi/le Euros (EUR 152.000,-)
divise en mi/le (1.000) actions, ayant chacune une valeur nominale de cent cinquante-deux
Euros (EUR 152,-) ;

Le capital social de la Societe est en consequence au moins egal au montant du capital social
minimum requis par /'article 182 de la loi du 10 ao0t 1915 sur /es societes commerciales, tel
que modifiee, pour /es societes ayant la forme d'une societe a responsabilite limitee ; et

Les actions de la Societe sont entierement souscrites et liberees par /es actionnaires de la
Societe.

Le Bilan lnterimaire et le Rapport du Conseil, apres avoir ete signes "ne varietur" par la partie
comparante et le notaire instrumentant, resteront annexes au present acte pour les besoins de
l'enregistrement.

SECONDE RESOLUTION

L'Assemblee Generale DECIDE de modifier la denomination sociale de la Societe de « Quimicum

S.A. » en « Quimicum S.a r.l. » .

TROISIEME RESOLUTION

L'Assemblee Generale DECIDE de remplacer les mille (1 .000) actions existantes, ayant chacune une
valeur nominale de cent cinquante-deux Euros (EUR 152,-) emises sous la forme d'une societe
anonyme en mille (1.000) parts sociales, ayant chacune une valeur nominale de cent cinquante-deux
Euros (EUR 152,-) en circulation sous la forme d'une societe a responsabilite limitee.

L'Assemblee Generale DECIDE ensuite d'attribuer les nouvelles parts sociales aux actionnaires
existants en proportion de leur participation dans la societe anonyme.

De telle sorte que (i) Mondo Bongo, LLC, une limited liability company regie par les lois de l'Etat de
Californie, Etats-Unis d'Amerique, ayant son siege social au 9100 Wilshire Boulevard, Suite 1000
West Beverly Hills, CA 90212 (Etats-Unis d'Amerique) sera le detenteur de six cents {600) parts

13
Exhibit 1
Page 68
 Document emis electroniquement

sociales de la Societe et (ii) Nouvel, LLC, une limited liability company regie par Jes lois de l'Etat de
Californie, Etats-Unis d'Amerique, ayant son siege social au 1990 S. Bundy Drive, Suite 200 Los
Angeles, CA 90025, (Etats-Unis d'Amerique) sera le detenteur de quatre cents (400) parts sociales de
la Societe.

QUATRIEME RESOLUTION

L'Assemblee Generale CONFIRME que le siege social de la Societe est situe au 6 C, rue Gabriel
Lippmann, L-5365 Munsbach, Grand-Duche de Luxembourg.

CINQUIEME RESOLUTION

L'Assemblee Generale DECIDE de prendre connaissance, avec effet immediat, des demissions de
tous les membres du conseil d'administration de la Societe, compose de (i) Mr. Olivier Dorier, (ii) Mr.
Herman Schommarz, et (iii) Mr. Stewart (Chok Kien Lo) Kam-Cheong, en qualite d'administrateurs de
la Societe.

L'Assemblee Generale DECIDE ensuite de leur octroyer decharge pour !'execution de leur mandat
d'administrateurs de la Societe jusqu'a leur demission, pour autant que legalement possible, et de
decider une nouvelle fois sur cette decharge lorsque Jes associes approuveront les comptes annuels
de la Societe au 31 decembre 2013.

SIXIEME RESOLUTION

L'Assemblee Generale DECIDE de prendre connaissance, avec effet immediat, de la demission de Mr.
Lex Benoy en qualite de commissaire aux comptes de la Societe.

L'Assemblee Generale DECIDE ensuite de Jui octroyer decharge pour !'execution de son mandat de
commissaire aux comptes de la Societe jusqu'a sa demission, pour autant que legalement possible, et
de decider une nouvelle fois sur cette decharge lorsque les associes approuveront les comptes
annuels de la Societe au 31 decembre 2013.

SEPTIEME RESOLUTION

L'Assemblee Generale DECIDE de fixer a trois (3) le nombre de gerants de la Societe et de nommer
Jes personnes suivantes en qualite de nouveaux gerants de la Societe, avec effet immediat et pour
une duree indeterminee:

(i) Mr. Olivier Dorier, ne le 25 septembre 1968 a Saint-Remy (France), residant

professionnellement au 6 C rue Gabriel Lippmann, L-5365 Munsbach (Grand-Duche de
Luxembourg);

(ii) Mr. Herman Schommarz, ne le 20 novembre 1970 a Amersfoort (Republique d'Afrique du

Sud), residant professionnellement au 6 C rue Gabriel Lippmann, L-5365 Munsbach (Grand-
Duche de Luxembourg), et

(iii) Mr. Stewart (Chok Kien Lo) Kam-Cheong, ne le 22 juillet 1962 a Port Louis (Maurice) residant
professionnellement au 6 C rue Gabriel Lippmann, L-5365 Munsbach (Grand-Duche de
Luxembourg).

HUITIEME RESOLUTION

14

Exhibit 1
Page 69
 Document emis electroniquement

L'Assemblee Generale DECIDE de refondre integralement les statuts de la Societe en vue de refleter
les resolutions precedentes et de les adapter a la nouvelle forme sociale de la Societe et de les fixer
comme ci-dessous :

ARTICLE 1 • FORME SOCIALE ET DENOMINATION

Ceux-ci sont les statuts (les « Statuts ») d'une societe a responsabilite limitee qui porte la
denomination de Quimicum S.a r.l. (ci-apres la « Societe »).
La Societe est constituee sous et regie par les lois du Grand Duche de Luxembourg, en particulier la
loi du 10 aoOt 1915 relative aux societes commerciales, telle que modifiee (ci-apres la« Loi»"), ainsi
que par les presents Statuts.

ARTICLE 2 - OBJET SOCIAL

2.1 L'objet de la Societe est (i) la detention de participations et d'interets, sous quelque forme que ce
soit, dans des societes luxembourgeoises et etrangeres, des entites de type partnerships
(partnerships) ou d'autres entites, (ii) !'acquisition par l'achat, la souscription ou de toute autre maniere,
ainsi que le transfert par vente, echange ou autre, d'actions, d'obligations, de reconnaissances de
dettes, notes ou autres titres de quelque forme que ce soit, et (iii) !'acquisition, la propriete,
!'administration, le developpement, la gestion et la disposition de son portefeuille. La Societe peut
conclure tout contrat relatif a !'acquisition, la souscription ou la gestion des instruments precites et au
financement y relatif.
2.2 La Societe peut emprunter sous toute forme et proceder a
!'emission d'obligations, de
reconnaissances de dettes, de notes et d'autres instruments convertibles ou non, sans offre au public.
2.3 La Societe peut accorder une assistance et preter des fonds a ses filiales, societes affiliees, a
toute autre societe du groupe ainsi qu'a toutes autres entites ou personnes, etant entendu que la
Societe ne concluera aucune transaction qui serait consideree comme une activite reglementee sans
obtenir l'autorisation requise. Elle pourra egalement fournir des garanties et octroyer des sOretes en
faveur de parties tierces afin de garantir ses propres obligations ou bien les obligations de ses filiales,
societes affiliees ou toute autre societe du groupe, ainsi qu'a toute autre entite ou personne pourvu
que la Societe ne conclut pas une transaction qui serait consideree comme une activite reglementee
sans obtenir l'autorisation requise. La Societe pourra egalement hypothequer, gager, transferer,
grever ou autrement hypothequer tout ou partie de ses avoirs.

2.4 La Societe peut generalement employer toute technique et utiliser tout instrument relatif a ses
investissements en vue de leur gestion efficace, y compris la conclusion de toute transaction a terme
ainsi que des techniques et instruments destines a proteger la Societe contre le risque de credit, les
fluctuations monetaires, les fluctuations de taux d'interet et tout autre risque.
2.5 De maniere generale elle peut accorder son assistance a des societes affiliees, prendre toute
mesure de controle ou de supervision et mener toute operation qu'elle jugerait utile a
l'accomplissement et au developpement de son objet social.
2.6 La Societe pourra en outre effectuer toute operation commercial ou financiere, ainsi que toute
transaction concernant des biens meubles ou immeubles, qui sont en rapport direct ou indirect avec
son objet social.

ARTICLE 3 - DUREE

La Societe est constituee pour une duree illimitee.

15

Exhibit 1
Page 70
 Document emis electroniquement

ARTICLE 4 - SIEGE SOCIAL

4.1 Le siege social de la Societe est etabli a Munsbach.

4.2 II peut-etre transfere en tout autre endroit du Grand-Duche de Luxembourg par une resolution de
l'assemblee generale extraordinaire des associes deliberant comme en matiere de modification des
Statuts.
a
4.3 L'adresse du siege social peut-etre transferee l'interieur de la commune par simple decision du
gerant unique ou en cas de pluralite de gerants, par decision du conseil de gerance.
4.4 Dans l'eventualite ou le conseil de gerance ou le gerant unique (selon le cas) determinerait que
des evenements extraordinaires politiques, economiques ou des developpements sociaux ont eu lieu
ou sont imminents qui interfereraient avec les activites normales de la Societe en son siege social ou
a
avec la fluidite de communication entre le siege social et les personnes l'etranger, le siege social
a
peut etre temporairement transfere l'etranger jusqu'a la cessation complete de telles circonstances
extraordinaires ; de telles mesures temporaires n'auront pas d'effet sur la nationalite de la Societe qui,
malgre le transfert temporaire de son siege social, restera une societe Luxembourgeoise. De telles
mesures temporaires seront prises et notifiees a toute partie interessee par le conseil de gerance ou
par le gerant unique (selon le cas) de la Societe.
4.5 La Societe peut avoir des bureaux et des succursales tant au Luxembourg qu'a l'etranger.

ARTICLE 5 - CAPITAL SOCIAL- PARTS SOCIALES

5.1 - Capital Souscrit

5.1.1 Le capital social est fixe a cent cinquante-deux mille Euros (EUR 152.000,-) represente par mille
(1.000) parts sociales de cent cinquante-deux Euros (EUR 152,-) chacune, toutes entierement
souscrites et liberees.
5.1.2 Toute prime d'emission payee sur toute part sociale est allouee a une reserve distribuable
conformement aux dispositions de cet Article. La prime d'emission devra rester reservee et attachee
aux parts sociales en rapport avec lesquelles elle a ete payee et sera reservee aux detenteurs de
parts sociales en question en cas de distribution, remboursement ou autres. Les decisions quant a
!'utilisation de la reserve de prime d'emission seront prises par le(s) associe(s).
5.1.3 La Societe peut accepter des apports sans emettre de parts sociales ou d'autres titres en
contrepartie et peut allouer de tels apports a une ou plusieurs reserves. Les decisions quant a
!'utilisation de telles reserves seront prises par le(s) associe(s). Les reserves peuvent, mais ne
doivent pas necessairement, etre allouees a l'apporteur.
5.2 - Modification du Capital Social

Le capital social peut etre modifie a tout moment par une decision de l'associe unique ou par une
decision de l'assemblee generale des associes conformement a !'Article 7 des presents Statuts et
dans les limites prevues a !'Article 199 de la Loi.
5.3 - lndivisibilite des Parts Sociales

Envers la Societe, les parts sociales de la Societe sont indivisibles, de sorte qu'un seul proprietaire est
admis par part sociale. Les coproprietaires, les usufruitiers et nu-proprietaires, creanciers et debiteurs
de parts sociales gagees doivent designer une seule personne qui les represente vis-a-vis de la
Societe.
5.4 - Transfert de Parts Sociales

16
Exhibit 1
Page 71
 Document emis electroniquement

5.4.1 Dans l'hypothese d'un associe unique, les parts sociales de la Societe detenues par cet associe
unique sont librement transmissibles.
5.4.2 Dans l'hypothese ou ii y a plusieurs associes, les parts sociales detenues par chacun des
associes ne sont transmissibles que sous reserve du respect des dispositions prevues aux Articles
189 et 190 de la Loi.
5.4.3 Les parts sociales ne peuvent etre transmises entre vifs a des tiers non-associes si des associes
representant au moins les trois quarts du capital social n'y ont consenti.
5.4.4 Les transferts de parts sociaJes doivent etre documentes par un acte notarie ou un acte sous
seing prive. Les transferts ne seront opposables a la Societe ou aux tiers qu'a compter du moment de
leur notification a la Societe ou de leur acceptation par celle-ci en conformite avec Jes dispositions de
!'Article 1690 du Code Civil.

5.5 - Rachat de Parts Sociales

La Societe peut racheter ses parts sociales pourvu que des reserves suffisantes soient disponibles a
cet effet. Pour lever toute ambiguite, Jes parts sociaJes rachetees ne seront pas prises en compte pour
la determination du quorum et de la majorite.
5.6 - Registre des Parts Sociales

Toutes les parts sociales ainsi que leurs transferts sont consignees dans le registre des associes
conformement a !'Article 185 de la Loi.

ARTICLE 6 - GESTION

6.1 - Nomination et Revocation

6.1.1 La Societe est geree par un ou plusieurs gerants. Si plusieurs gerants ont ete nommes, ils
constitueront un conseil de gerance. Le(s) gerant(s) n'est/ne doivent pas necessairement etre
associe(s).
6.1.2 Le(s) gerant(s) est/sont nomme(s) par decision des associes.

6.1.3 Un gerant pourra etre revoque ad nutum avec ou sans motif et remplace a tout moment sur
decision adoptee par les associes.

6.1.4 Le gerant unique et chacun des membres du conseil de gerance peuvent etre remuneres pour
ses/leurs service(s) en tant que gerant(s) ou rembourses de leurs depenses raisonnables sur decision
des associes.

6.2 - Pouvoirs

a
6.2.1 Tous les pouvoirs non expressement reserves par la Loi ou les presents Statuts l'assemblee
generale des associes relevent de la competence du gerant unique ou en cas de pluralite de gerants
de la competence du conseil de gerance.

6.2.2 Le gerant unique ou en cas de pluralite de gerants, le conseil de gerance pourra sous-deleguer
sa competence pour des operations specifiques a un ou plusieurs mandataires ad hoc.
6.2.3 Le gerant unique ou en cas de pluralite de gerants, le conseil de gerance determinera les
responsabilites du mandataire et sa remuneration (s'il y en a), la duree de la periode de
representation et toutes les autres conditions pertinentes de ce mandat.

6.3 - Representation et Pouvoir de Signature

6.3.1 Dans les rapports avec les tiers et avec la justice, le gerant unique, et en cas de pluralite de
gerants, le conseil de gerance aura tous pouvoirs pour agir au nom de la Societe en toutes

17
Exhibit 1
Page 72
 Document emis electroniquement

circonstances et pour effectuer et approuver tous actes et operations en conformite avec l'objet social
de la Societe.

6.3.2 La Societe sera engagee par la seule signature du gerant unique et, en cas de pluralite de
a
gerants, par les signatures conjointes de deux gerants ou par la signature de toute personne qui un
tel pouvoir aura ete delegue par le conseil de gerance.

6.4 - President, Vice-President, Secretaire, Reunions

6.4.1 Le conseil de gerance peut choisir parmi ses membres un president et un vice-president. II peut
aussi designer un secretaire, gerant ou non, qui sera charge de la tenue des proces-verbaux des
reunions du conseil de gerance et des associes et qui sera soumis aux memes regles de
confidentialite que celles applicables aux gerants.

6.4.2 Les reunions du conseil de gerance peuvent etre convoquees par tout membre du conseil de
gerance. La convocation, contenant l'ordre du jour et le lieu de la reunion, doit etre envoyee par lettre
(envoyee par courrier express ou courrier special), telegramme, telex, telecopie ou e-mail au moins
trois (3) jours avant la date fixee pour la reunion, sauf en cas d'urgence, auquel cas la nature de ces
circonstances sera mentionnee dans la convocation et dans ce cas, un preavis d'au moins 24 heures
a
avant l'heure prevue pour la reunion sera suffisant. II peut etre renonce toute convocation par le
consentement de chaque gerant exprime tors de la reunion ou par ecrit ou par telegramme, telex,
telecopie ou e-mail. Une convocation separee ne sera pas requise pour les reunions individuelles
tenues aux heures et lieux prevus dans un calendrier prealablement adopte par decision du conseil de
a
gerance. Tous les efforts raisonnables seront effectues de sorte que, prealablement toute reunion
a
du conseil, une copie des documents et/ ou supports discuter ou adopter par le conseil lors de cette
a
reunion soit fournie chaque gerant.

6.4.3 Le conseil de gerance ne peut deliberer et agir valablement que si au moins la majorite des
gerants est presente ou representee ala reunion du conseil de gerance. Les resolutions sont
adoptees a la majorite des voix exprimees des gerants presents ou representes a cette reunion.

6.4.4 Les decisions du conseil de gerance seront consignes dans des proces-verbaux, a signer par le
president ou par chaque membre du conseil de gerance de la Societe present a la reunion.

6.4.5 Des resolutions ecrites, approuvees et signees par tous les gerants, produira effet au meme titre
qu'une resolution prise lors d'une reunion du conseil de gerance. Cette approbation peut resulter d'un
seul ou de plusieurs documents distincts.

6.4.6 Les copies ou extraits de ces proces-verbaux et resolutions qui pourraient etre produits en
justice ou autre seront signes par le president et tout membre du conseil de gerance de la Societe.

6.4.7 Un gerant peut nommer un autre gerant (mais pas toute autre personne) pour agir comme son
representant a une reunion du conseil pour assister, deliberer, voter et exercer toutes ses fonctions en
son nom a cette reunion du conseil. Un gerant peut agir en tant que representant de plusieurs gerants
a une reunion du conseil.
6.4.8 Tout gerant peut participer aux reunions du conseil de gerance par conference telephonique ou
a
videoconference ou par tout autre moyen similaire de communication permettant tous les gerants
a a
participant la reunion de s'entendre mutuellement. La participation une reunion par de tels moyens
equivaut a une participation en personne a cette reunion.
6.5 - Responsabilite des Gerants

Aucun gerant ne contracte en raison de sa fonction, aucune obligation personnelle relativement aux
engagements valablement entrepris par lui au nom de la Societe.

18
Exhibit 1
Page 73
 Document emis electroniquement

ARTICLE 7 - DECISIONS DES ASSOCIES

7.1 Pour autant que toutes les parts sociales sont detenues par un seul associe, la Societe est une
societe unipersonnelle au sens de !'Article 179 (2) de la Loi et les Articles 200-1 et 200-2 de la Loi,
entre autres, s'appliqueront. L'associe unique exerce tous les pouvoirs conferes a l'assemblee
generale des associes.
7.2 En cas de pluralite d'associes, chaque associe peut prendre part aux decisions collectives, quel
que soit le nombre de parts sociales qu'il detient. Chaque associe a autant de voix qu'il possede de
parts sociales.
7.3 Les decisions collectives ne sont valablement prises que pour autant que les associes detenant
plus de la moitie du capital social les adoptent, etant entendu que si cette majorite n'est pas atteinte,
les associes peuvent etre convoques a nouveau ou consultes a nouveau par ecrit par lettre
recommandee, et les decisions seront valablement prises par la majorite des voix exprimes,
independamment de la quotite du capital social represente.
7.4 Toutefois, les resolutions modifiant les Statuts, sauf le cas de changement de nationalite qui
requiert un vote unanime, ne peuvent etre adoptees que par une majorite en nombre d'associes
detenant au moins les trois quarts du capital social de la Societe, sous reserve des dispositions de la
Loi.
7.5 Une assemblee des associes peut valablement deliberer et prendre des decisions sans se
conformer a tout ou partie des exigences et formalites de convocation si tous les associes ont renonce
aux exigences et formalites de convocation soit par ecrit, soit a l'assemblee des associes en question,
en personne ou par un representant autorise.
7.6 Un associe peut se faire representer a une assemblee des associes en designant par ecrit (par fax
ou par e-mail ou tout autre moyen similaire) un mandataire qui n'est pas necessairement un associe.
7.7 La tenue d'assemblees generales des associes n'est pas obligatoire tant que le nombre des
associes n'est pas superieur a vingt-cinq (25). Dans ce cas, chaque associe recevra le texte precis
des resolutions ou decisions a prendre expressement formulees et emettra son vote par ecrit.
7.8 Les conditions de majorite applicables a !'adoption de decisions par l'assemblee des associes
s'appliquent mutatis mutandis a !'adoption de decisions ecrites des associes. Les decisions ecrites
des associes sont valablement prises des reception par la Societe des exemplaires originaux (ou des
copies envoyees par telecopie ou en tant que pieces jointes de courrier electronique) des votes des
associes representant la majorite requise pour !'adoption des decisions en question, independamment
du fait que tousles associes aient vote ou non.

ARTICLE 8 - ASSEMBLEE GENERALE ANNUELLE DES ASSOCIES

8.1 Au moins une reunion des associes devra etre tenue chaque annee. Si le nombre des associes
est superieur a vingt-cinq, cette assemblee generale annuelle des associes doit etre tenue,
conformement a !'Article 196 de la Loi, au siege social de la Societe ou a tout autre endroit a
Luxembourg tel que precise dans l'avis de convocation de l'assemblee, le premier lundi du mois de
juin, a 11 h 00.

8.2 Dans le cas ou ce jour n'est pas un jour ouvrable a Luxembourg, l'assemblee generale annuelle
se tiendra le jour ouvrable precedant. L'assemblee generale annuelle pourra se tenir a l'etranger, side
l'avis discretionnaire et definitif du gerant unique ou en cas de pluralite de gerants, du conseil de
gerance, des circonstances exceptionnelles le requierent.

ARTICLE 9 - AUDIT

19

Exhibit 1
Page 74
 Document emis electroniquement

a
9.1 Si le nombre des associes est superieur vingt-cinq, les operations de la Societe devront etre
supervisees par un ou plusieurs commissaires aux comptes conformement a !'Article 200 de la Loi, qui
ne sont pas necessairement associes. S'il y a plus d'un commissaire aux comptes, les commissaires
aux comptes agiront en college et formeront le conseil des commissaires aux comptes.
9.2 Sans tenir compte de ce qui precede, la Societe sera surveillee par un ou plusieurs reviseur(s)
d'entreprises agree(s) lorsqu'il existe une obligation legale a cet effet ou si la Societe est autorisee
a
par la loi opter pour, et choisit d'opter pour, la nomination d'un reviseur(s) d'entreprises agree(s) au
lieu d'un commissaire aux comptes.

ARTICLE 10 - EXERCICE SOCIAL· COMPTES ANNUELS

10.1 - Exercice Social

L'exercice social de la Societe commence le 18 ' janvier et se termine le 31 decembre de chaque

annee.

10.2 • Comptes Annuels

10.2.1 Chaque annee, le gerant unique, ou en cas de pluralite de gerants, le conseil de gerance
dresse un inventaire, un bilan et un compte de profits et pertes conformement aux dispositions de
!'Article 197 de la Loi.

10.2.2 Chaque associe pourra personnellement ou par l'intermediaire d'un mandataire designe,
examiner, au siege social de la Societe, l'inventaire, le bilan, le compte de profits et pertes et, le cas
a
echeant, le rapport du/des commissaire(s) aux compte(s) conformement !'Article 200 de la Loi.
Lorsque le nombre des associes excede vingt-cinq, cet examen ne sera autorise que quinze jours
avant la reunion.

ARTICLE 11 • DISTRIBUTION DES PROFITS

11.1 Un montant egal a cinq pour cent (5%) du benefice net de la Societe devra etre alloue a une
reserve legale jusqu'a ce que cette reserve atteigne dix pour cent (10%) du capital social de la Societe.

11 .2 Le solde des benefices nets peut etre distribue a l'/aux associe(s) proportionnellement a leur
participation dans la Societe.

11 .3 Sauf disposition contraire prevue dans les presents Statuts, chaque part sociale donne droit a
une part des actifs et benefices de la Societe en proportion avec le nombre des parts sociales
existantes.

11 .4 Le gerant unique ou le conseil de gerance, le cas echeant peut/peuvent decider de payer des
acomptes sur dividendes aux associes avant la fin de l'exercice sur la base d'un etat des comptes
montrant que des fonds suffisants sont disponibles pour la distribution, etant entendu que (i) le
montant a distribuer ne peut exceder, le cas echeant, les benefices realises depuis la fin du dernier
exercice, augmente des benefices reportes et des reserves distribuables, mais diminue des pertes
reportees et des sommes a allouer a une reserve devant etre etablie conformement a la Loi ou les
a
presents Statuts et que (ii) de telles sommes distribuees qui ne correspondent pas des benefices
reellement realises peuvent etre recuperees de(s) associes (s) concerne(s).

ARTICLE 12- DISSOLUTION - LIQUIDATION

12.1 La Societe ne sera pas dissoute par suite du deces, de la suspension des droits civils, de
l'insolvabilite ou de la faillite de l'associe unique ou d'un des associes.

20

Exhibit 1
Page 75
 Document emis electroniquement

12.2 Sauf dans le cas d'une dissolution par decision judiciaire, la dissolution de la Societe ne peut se
faire que sur decision adoptee par l'assemblee generale des associes dans les conditions exigees
pour la modification des Statuts.

12.3 Au moment de la dissolution de la Societe, la liquidation sera effectuee par un ou plusieurs

liquidateurs, associes ou non, nommes par les associes qui determineront leurs pouvoirs et
remuneration.

ARTICLE 13 - REFERENCE A LA LOI

Pour tous les points non expressement prevus aux presents Statuts, ii est fait reference aux
dispositions de la Loi.
L'ordre du jour etant epuise, la reunion est terminee.

Les depenses, frais, remunerations et charges, de quelque nature qu'ils soient, incombant a la
Societe a raison du present acte, sont estimes a mille huit cents euros (EUR 1.800,-).

Le notaire instrumentant, qui affirme maitriser la langue anglaise, declare qu'a la demande de la partie
comparante, le present acte est libelle en anglais, suivi d'une traduction fran9aise, et qu'en cas de
divergence entre le texte anglais et le texte fran9ais , le texte anglais fera foi.
DONT ACTE notarie, dresse et passe a Luxembourg, date qu'en tete des presentes.
Lecture faite a la personne comparante, celle-ci a signe !'original du present acte avec le notaire
(signe) Duchene, Andre, Delcour, Kesseler

Enregistre a Esch/Alzette Actes Civils, le 27 mars 2013

Relation : EAC/2013/4205

Re9u soixante-quinze euros

75,00€

Le Receveur, (signe) ff, M. Halsdorf

POUR EXPEDITION CONFORME

21
Exhibit 1
Page 76
 PROOF OF SERVICE
1
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
2
At the time of service, I was over 18 years of age and not a party to this action. I am
3 employed in the County of Los Angeles, State of California. My business address is 10100 Santa
Monica Blvd., Suite 1725, Los Angeles, CA 90067.
4
On June 21, 2023, I served true copies of the following document(s) described as
5
SECOND AMENDED COMPLAINT FOR:
6
(1) BREACH OF IMPLIED-IN-FACT CONTRACT;
7 (2) BREACH OF QUASI-CONTRACT, PLEADED IN THE ALTERNATIVE;
8 (3) & (4) BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR
DEALING;
9 (5) ABUSE OF RIGHTS UNDER ARTICLE 6-1 OF THE LUXEMBOURG CIVIL
CODE;
10 (6) TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONS,
PLEADED IN THE ALTERNATIVE;
11
(7) TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONS;
12 (8) TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS
RELATIONS; and
13 (9) CONSTRUCTIVE TRUST on the interested parties in this action as follows:

14 SEE ATTACHED SERVICE LIST

15 BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused the document(s) to be
sent to each interested party at the email addresses listed above or on the attached service list.
16
I declare under penalty of perjury under the laws of the State of California that the
17 foregoing is true and correct.

18 Executed on June 21, 2023, at Los Angeles, California.

19

20 /s/ Carla K. Rossi

Carla K. Rossi
21

22

23

24

25

26

27

28

PROOF OF SERVICE
 1 SERVICE LIST
2 Joe H. Tuffaha Mark T. Drooks
BIRD MARELLA, BOXER, WOLPERT,
3 Prashanth Chennakesavan NESSIM, DROOKS, LINCENBERG &
LTL ATTORNEYS LLP
RHOW, P.C.
4 300 S. Grand Avenue, 14th Floor 1875 Century Park East, Suite 2300
Los Angeles, CA 90071 Los Angeles, CA 90067
5 Tel: (213) 612-8900 Tel: (310) 201-2100
Fax: (213) 612-3773 Fax: (310) 201-2110
6 Email: [email protected]
Email: [email protected]
7 [email protected] S. Gale Dick
Phoebe King
8 Keith R. Hummel Randall Bryer
Justin C. Clarke COHEN & GRESSER
9 Jonathan D. Mooney 800 Third Ave.
CRAVATH SWAINE AND MOORE LLP New York, NY 10022
10 825 Eighth Avenue Tel: (212) 707-7263
New York, NY 10019 Fax: (212) 957-4514
11 Tel: (212) 474-1000 Email: [email protected]
Fax: (212) 474-3700 [email protected]
12 Email: [email protected] [email protected]
[email protected]
13 [email protected] Attorneys appearing specially to challenge
14 Attorneys for Defendant and Cross-Complainant service and jurisdiction on behalf of Cross-
Nouvel, LLC, and appearing specially to Defendants Marc-Olivier Perrin, SAS Miraval
15 challenge service and jurisdiction on behalf of Provence, and SAS Familles Perrin
Defendants SPI Group Holding Ltd., Tenute del
16 Mondo B.V., Yuri Shefler, and Alexey Oliynik

17
Paul D. Murphy
18 Daniel N. Csillag
MURPHY ROSEN LLP
19
100 Wilshire Blvd., Suite 1300
20 Santa Monica, CA 90401
Tel.: (310) 899-3300
21 Fax: (310) 399-7201
Email: [email protected]
22 [email protected]

23
Attorneys for Defendant and
24 Cross-Complainant Angelina Jolie

25

26

27

28

PROOF OF SERVICE