Removal to Federal CourtCal. Super. - 6th Dist.August 8, 20191 2 3 4 5 6 7 8 >. 9 QJ ....., 10 C QJ CD 11 C l-0 .g ro 12 C o » .c Q. .':: 0 o u ~ U D 13 - 0 ro o •- C 5 ..:,,:'. .2 D 14 VJ Vl QJ cu f ~ ·--, 0 rv ,__ 15 2~ VJ ,._ 16 QJ Q.. 0 17 ~ 18 19 20 21 22 23 24 25 26 27 28 TODD A. ROBERTS (SBN 129722) NICOLES. HEALY (SBN 157417) EDWIN BARNES (SBN 295454) ROPERS, MAJESKI, KOHN & BENTLEY 1001 Marshall Street, Suite 500 Redwood City, CA 94063-2052 Telephone: (650) 364-8200 Facsimile: (650) 780-1701 Email: todd.roberts@rmkb.com nicole.healy@rmkb.com edwin.barnes@rmkb.com Attorneys for Defendants CHRIS BIDDY, ASTRO DIGITAL US INC., AND ASTRO DIGITAL, INC. SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA AMBERCROFT TRADING LIMITED, a British Virgin Islands company; and DMITRI KUSHAEV, an individual,, Plaintiff, V. MIKHAIL KOKORICH, an individual; LIUDMILA KOKORICH, an individual; CHRIS BIDDY, an individual; ASTRO DIGITAL US INC. (f/k/a Aquila Space Inc.), a Delaware corporation; ASTRO DIGITAL, INC., a Delaware corporation; AND DOES 1 THROUGH 10, INCLUSIVE, Defendant. CASE NO. 19CV352624 (Formerly Santa Clara Superior Court Case No. 19CV352624) DEFENDANTS CHRIS BIDDY, ASTRO DIGITAL US, INC., AND ASTRO DIGITAL, INC.'S NOTICE OF REMOVAL OF CIVIL ACTION TO UNITED STATES DISTRICT COURT PURSUANT TO 28 U.S.C. §§ 1331 AND 144l(a) [FEDERAL QUESTION JURISDICTION] TO ALL PARTIES, THEIR ATTORNEYS OF RECORD IN THIS ACTION, AND THE CLERK OF THE ABOVE-ENTITLED COURT: PLEASE TAKE NOTICE that Defendants CHRIS BIDDY, ASTRO DIGITAL US INC., and ASTRO DIGIT AL, INC., have filed in the United States District Court for the Northern District of California a Notice of Removal of the above-captioned action pursuant to 28 U.S.C. §§ 1331 and 144l(a). A copy of the Notice of Removal is attached hereto as Exhibit 1. PLEASE TAKE FURTHER NOTICE that pursuant to 28 U.S.C. §§ 1331 and 144l(a), 4846-2392-8746. l - 1 - DEFENDANTS BIDDY, ASTRO DIGITAL US INC., AND ASTRO DIGITAL, INC.'s NOTICE OF REMOVAL Electronically Filed by Superior Court of CA, County of Santa Clara, on 10/21/2019 4:07 PM Reviewed By: L. Quach-Marcellana Case #19CV352624 Envelope: 3545884 19CV352624 Santa Clara - Civil Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 filing of this Notice 0fRemoval, together with the Notice of Removal filed in the United States District Court, effects the removal of this Complaint and the above-captioned Court is requested to proceed no filrther unless and until the case is remanded. Dated: October 21, 2019 ROPERS, MAJESKI, KOHN & BENTLEY By: , TOD A. ROBERTS NICOLE S. HEALY EDWIN BARNES Attorneys for Defendants CHRIS BIDDY, ASTRO DIGITAL US INC., and ASTRO DIGITAL, INC. 4346-2392-8746.1 - 2 - DEFENDANTS BIDDY, ASTRO DIGITAL US INC., AND ASTRO DIGITAL, INC.’S NOTICE OFREMOVAL EXHIBIT 1 Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City Case 5:19-cv-06810 Document l Filed 10/21/19 Page 1 of 35 TODD A. ROBERTS (SBN 129722) NICOLE S. HEALY (SBN 157417) EDWIN B. BARNES (SBN 295454) ROPERS, MAJESKI, KOHN & BENTLEY 1001 Marshall Street, Suite 500 Redwood City, CA 94063-2052 Telephone: (650) 364-8200 Facsimile: (650) 780-1701 Email: todd.roberts@rmkb.com nicole.hea1y@rmkb.com edwin.bames@rmkb.com Attorneys for Defendants CHRIS BIDDY, ASTRO DIGITAL US INC., AND ASTRO DIGITAL, INC. UNITED STATES DISTRICT COURT NORTHEM DISTRICT OF CALIFORNIA AMBERCROFT TRADING LIMITED, a CASE NO. British Virgin Island's company; and DMITRI KUSHAEV, an individua1,, (Formerly Santa Clara Superior Court Case N0. 19CV3 52624) Plaintiffs, ' DEFENDANTS CHRIS BIDDY, ASTRO v. , DIGITAL US INC., AND ASTRO DIGITAL, INC.’S NOTICE OF REMOVAL OF CIVIL MIKHAIL KOKORICH, an individual; ACTION TO UNITED STATES DISTRICT LIUDMILA KOKORICH, an individual; COURT PURSUANT TO 28 U.S.C. §§ 1331 CHRIS BIDDY, an individual; ASTRO AND 1441(a) [FEDERAL QUESTION DIGITAL US INC. (f/k/a Aquila Space JURISDICTION] Inc.), a Delaware corporation; ASTRO DIGITAL, INC., a Delaware cOrporation; DEMAND FOR JURY TRIAL [Fed. R. Civ. AND DOES '1 THROUGH 10, P., Rule 38(a)] INCLUSIVE, Defendants. T0 ALL PARTIES, THEIR ATTORNEYS OF RECORD IN THIS ACTION, AND THE CLERK 0F THE ABOVE-ENTITLED COURT: PLEASE TAKE NOTICE that Defendants CHRIS BIDDY (“BIDDY”), ASTRO DIGITAL US INC., and ASTRO DIGITAL, INC. (collectively “the ASTRO DIGITAL ENTITIES”) hereby remove to the U.S. District Court for the Northern District of California, the State Court action described below, pursuant to 28 U.S.C. §§ 1331 and 1441(a). The grounds for this removal are set forth herein. DEFTS. BIDDY, ASTRO DIGITAL US INC. & 4818-9091-57533 ASTRO DIGITAL, INC.’S NOTICE OF REMOVAL CASE No.2 NOT YET ASSIGNED Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City N \OOOQONUI-Pw 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:19-cv-068-10» Document 1 Filed 10/21/19 Page 2 of 35 I. THIS COURT HAS JURISDICTION PURSUANT TO 28 U.S.C. SECTION 1331 1. On August 8, 2019, plaintiffs Ambercroft Trading Limited (“Ambercrofi”) and Dmitri Kushaev (“Kushaev,” and collectively, “Plaintiffs”) filed a lawsuit in the Superior Court ofthe State of California for the County of Santa Clara, captionedAmbercrofi‘ Trading Limited and Dmitri Kushaev v. Mikhail Kokorz'ch, Liudmz'la Kokorz'ch, Chris Biddy, Astra Digital Us Inc. (F/K/A Aquila Space Ina), Astra Digital, Ina, and Does 1-10 (Case No. 19CV352624). A true and correct copy of the Complaint is attached hereto as Exhibit 1. 2. Plaintifis allege that, beginning in 2013, Defendant Mikhail Kokorich (“Kokorich”) proposed to form a joint venture with PlaintiffKushaev in which Kushaev would invest $10 million and Kokorich would raise an additional $ 1 0 million. The joint venture would be “centered around technology opportunities in space, such as the operation of satellite systems.” Allegedly, Kushaev formed Ambercroft to invest in the joint venture. Plaintiffs further allege that Kokorich misappropriated the joint venture’s assets, fired personnel who provided financial oversight including Kushaev, and diverted the joint venture’s assets to the Astro Digital entities. 3. Among other claims alleged in the Complaint, Plaintiffs assert that Defendants Kokorich, Biddy, and the Astro Digital Entities each violated and conspired to, violate the Organized Crime Control Act of 1970, 18 U.S.C. §§ 1962(0) and (d), Racketeer Influenced and Corrupt Organizations (“RICO”) in connection with the joint venture and with Kokbrich’s alleged misappropriation of the joint venture’s assets. 4. Plaintiffs’ RICO claims arise under the laws of the United States of America. Accordingly, these claims are removable pursuant t0 28 U.S.C. §§ 1331 and 1441 (a). Further, Plaintiffs state law claims are inextricably intertwined with their federal claims. This Court may therefore exercise supplemental jurisdiction over Plaintiffs’ state law claims. See 28 U.S.C. § 1367(a). Accordingly, Plaintiff’s Complaint is removable. 5. Defendants Biddy, Astro Digital US, Inc., and Astro Digital, Inc., entered into a stipulation with Plaintiffs to effect service on Friday, September 20, 2019. A true and correct copy of the Parties’ Stipulation is attached hereto as Exhibit 2. 6. This Court has original jurisdiction ofthe action under 28 U.S.C. § 1331, and the DEFTS. BIDDY, ASTRO DIGITAL US INC. & 4818-9091-5783 - 2 - ASTRO DIGITAL,» INC.’S NOTICE OF REMOVAL CASE NO.: NOT YET ASSIGNED Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City .p. \Oooflam 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 Case 5:19-cv-0681O Document 1 Filed 10/21/19 Page 3 of 35 action is removable to this Court pursuant to 28 U.S.C. § 1441(a). Removal to this judicial district and division is proper because this district includes the County of Santa Clara Where the action is currently pending. See 28 U.S.C. § 1441(a). II. THIS NOTICE 0F REMOVAL IS TIMELY FILED 7. This Notice ofRemoval is timely filed pursuant t0 28 U.S.C. § 1441(a) because it is filed Within thirty days after Defendants stipulated to accept service of the Complaint, that is, on September 20, 2019. See 28 U.S.C. § 1446(b)(2)(B). 8. Defendants are unanimous in removing this action to this Court; Defendants Mikhai Kokorich and Liudmila Kokorich join in this Notice of Removal. See 28 U.S.C. § 1446(b)(2)(A). 9. Pursuant to 28 U.S.C. § 1446(d), Defendants are promptly filing a copy 0f this Notice of Removal with the clerk ofthe Santa Clara County Superior Court and serving Plaintiffs with the same. 10. Defendants reserve the right to amend and/or supplement this Notice of Removal. Dated: October 21, 2019 ROPERS, MAJESKI;KOHN & BENTLEY By: /s/Nz'cole S. Healy TODD A. ROBERTS NICOLE S. HEALY EDWIN B. BARNES Attorneys for Defendant's CHRIS BIDDY, ASTRO DIGITAL US INC., and ASTRO DIGITAL, INC. DEFTS. BIDDY, ASTRO DIGITAL US INC. 8L 4818-9091-57533 - 3 - ASTRO DIGITAL, 1'NC.’S NOTICE OF REMOVAL CASE No.2 NOT YET ASSIGNED Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 4 of- 35 EXHIBIT 1 Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 5 of 35 E-FILED 8/8/2019 3:29 PM OLEG (ALEX) STOLYAR (SBN 229265) Superior Court of CA 2 aswlyar@l°eb'°°m Count of Santa Clar'aDONALD A. MILLER (SBN 228753) y 3 dmiuer@loeb.com 19C_V352524 , JENNIFER JASON (SBN 274142) ¥ ReVIewed By: R. Tlen 4 jjason@loeb.gom 10100 Santa Monica Blvd., Suite 2200 5 Los Angeles, CA 90067 Telephone: 3 10.282.2000 6 Facsimile: 3102822200 7 Attorneys for Plaintiffs Ambercroft Trading Limited and 8 Dmitri Kushaev 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 FOR THE COUNTY OF SANTA CLARA 11 190v352624 12 AMBERCROFT TRADING LIMITED, a COWLAINT FOR: British Virgin Islands company; AND l3 DMITRI KUSHAEV, an individual 1. BREACH OF FIDUCIARY DUTY; 14 Plaintiffs, 2. FRAUD 15 v. 3. VIOLATION OF BUSINESS AND PROFESSIONS CODE §§ 17200, ET 16 MIKHAIL KOKORICH, an individual; SEQ. LIUDMILA KOKORICH, an individual; 17 CHRIS BIDDY, an individual; ASTRO 4. VIOLATION 0F 18 U.S.C. 1962(c) - DIGITAL US INC. (f/k/a Aquila Space Inc.), a CIVIL RICO; 18 Delaware corporation; ASTRO DIGITAL, INC., a Delaware corporation; AND DOES 1 5. VIOLATION 0F 18 U.S.C. 1962(d) - 19 THROUGH 10, INCLUSIVE CIVIL RICO; and ‘ 20 Defendants. 6. UNJUST ENRICHMENT 21 DEMAND FOR JURY TRIAL 22 23 24 25 26 27 28 13039116.! aumté‘fimsfmm 23032240001 COMPLAINT \DOOflmm-kuoNI-A [\J N [\J N N N N N N r-I >-4 3-- b-A r-l »-- H r-t v-a- p-- 00 N O\ U1 k U9 N H O \O 00 Q.O\ U! A U) N !-‘ ‘O Loeb a Lneb A Limited Uabiiw Pamlership lndudng Ptolesshn'al Cumuxaflons Case 5:19-cv-06810 Documentl Filed 10/21/19 Page60f35 Plaintiffs Ambercroft Trading Limited (“Ambercroft”) and Dmitri Kushaev (“Kushaev,” and together with Ambercroft, “Plaintiffs”) allege as folloWs: I. INTRODUCTION 1. This action arises out of a fraudulent scheme perpetrated by defendant Mikhail Kokorich (“Kokorich”), with the aid of the other defendants, pursuant to which Kokorich first convinced Plaintiffs to invest $10 million into ajoint venture with Kokorich to exploit certain space technologies in California and elsewhere (the “Joint Venture”), and then diverted and misappropriated the key assets of that Joint Venture in California, resulting in the unj ust enrichment of Kokorich and the other defendants, and Plaintiffs’ loss oftheir entire investment. H. JURISDICTION AND VENUE 2. Jurisdiction in this Court is proper because the claims arose within the jurisdiction ofthi‘s Court, and because the amount of damages sought is within the jurisdiction of this Court. 3. Venue is proper in the County of Santa Clara under Sections 395 and 395.5 of the California Code of Civil Procedure because all of the defendants reside and/Or conduct business in Santa Clara County, and much of the wrongful conduct alleged herein occurred in‘ Santa Clara County. IH. THE PARTIES 4. Plaintiff Ambercroft Trading Limited is a company registered in the British Virgin Islands and, through its investment in the Joint Venture, has done business in California. 5. Plaintiff Dmitri Kushaev is an individual, a citizen of the Russian Federation currently residing in Switzerland, and the beneficial owner and manager of Ambercroft during all times pertinent to this Complaint. 6. Plaintiffs are informed and believe, and based thereon allege, that defendant Mikhail Kokorich is an individual, residing in Los Altos Hills, California at all times pertinent to this Complaint. 7. Plaintiffs are informed and believe, and based thereon allege, that Defendant Liudmila Kokorich (the Wife ofMikhail Korkorich) is an individual, residing in Los Altos Hills, Califomia at all times pertinent to this Complaint. 180391 16.1 2 230322-1000! COMPLAINT Loeb & Loeb "\O OO N O\ U‘I A L10 N 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A Umiled Liabfliky Pamerihlp lncludng Provesslnnal Corpomlons Case 5:19-cv-06810 Document l Filed 10/21/19 Page 7 of 35 8. Plaintiffs are informed and believe, and based thereon allege, that defendant Chris Biddy is an individual residing in Sunnyvale, California at all times pertinent to this Complaint. 9. Mikhail Kokorich, Liudmila Kokorich, and Chris Biddy are referred to collectively herein as the “Individual Defendants.” 10. Defendant Astro Digital US, Inc. (“ADU”), formerly known as Aquila Space Inc. (“Aquila”), is a Delaware corporation with its principal place of business in Santa Clara, California. Aquila and ADU will be collectively referred to as “ADU” in the Complaint, unless otherwise indicated. 11. Defendant Astro Digital, Inc. is a DelaWare corporation with its principal place of business in Santa Clara, California. 12. Defendants ADU and Astro Digital, Inc. will collectively be referred to herein as the “Entity Defendants.” 13. Plaintiffs are informed and believe, and based thereon allege, that the Individual Defendants exercised complete dominion and control over the Entity Defendants at all times pertinent to this Complaint (and still do so), including the Entity Defendants’ daily affairs, properties, rights, and interests, such that it renders the Entity Defendants mere shells and instrumentalities of the Individual Defendants. 14. Plaintiffs are further informed and believe, and based thereon allege, that the Entity Defendants were formed for the purpose of furthering the Individual Defendants’ fraudulent scheme, and that adherence to the separate existences of the Entity Defendants would permit an abuse of trust and corporate privilege that would sanction fraud and promote injustice. 15. The true names and capacities of defendants DOES l to 10, inclusive (collectively, the “DOE Defendants”), are unknown to Plaintiffs at this time, who therefore sue these defendants by such fictitious names. 16. Plaintiffs are informed and believe, and based thereon allege, that each defendant named as a DOE is responsible for each and every obligation hereinafter set foflh. Plaintiffs will amend this Complaint by inserting true names in lieu ofthe fictitious names, together with apt and proper charging allegations, when the true names and capacities are ascertained. As used lso39116.1 3 23032240001 COMPLAINT Loeb & Loeb \OOONOLh-‘PDJN 10 11 12 13 14 15 16 '17 18 19 20 21 22 23 24 25 26 27 28 A Umiud Uabmw Pannershlp lncludng Professional Corporalians Case 5:19-cv-0681O Document 1 Filed 10/21/19 Page 8 of 35 hereinafter, and unless otherwise indicated, the term “Defendants” refers to and means collectively all of the Individual Defendants, the Entity Defendants, and the Doe Defendants. l7. Plaintiffs are informed and believe, and based thereon allege, that each Defendant named in this Complaint, including each Doe, was at all times mentioned, and now is, acting as the agent, servant, subsidiary, partner, member, associate, representative, employee, and/or alter ego of each of the other Defendants, including DOES, and all of the things alleged to have been done by the Defendants and were done in the course and scope oftheir agency, employment, service, subsidiary relationship, partnership, membership, association, or representative relationship, with the knowledge and consent of their respective principals, employers, masters, parent corporations, partners, members, associates or representatives. 18. Plaintiffs are further informed and believe, and based thereon allege, that Defendants have formed and engaged in a conspiracy, common enterprise and common course of conduct, the purpose of which was and is to engage in the wrongdoing alleged in this Complaint. The conspiracy, common enterprise and common course of conduct c’ontinue to the present, and Plaintiffs have each suffered damages resulting from Defendants’ operation of their conspiracy, common enterprise and common course of conduct. IV. FACTUAL ALLEGATIONS A. Kokorich Convinces Plaintiffs t0 Invest $10 Million in the Joint Venture. 19. Kokorich markets himself as a “space entrepreneur.” In 2013, while Kokorich was staying in California, Kokorich asked Kushaev to enter into ajoint venture centered around technology opportunities in space, such as the Operation of satellite systems (i.e., the Joint Venture). During their discussions, which included multiple emails to Kushaev from Kokorich in California, Kokorich represented to Kushaev that the proposed Joint Venture would be profitable. 20. As a few representative examples, Kokorich communicated with Kushaev (via email and phone) on at least the following dates: (a) On March l, 2013 and March 26, 2013, Kokorich sent Kushaev emails inviting Kushaev to travel to Silicon Valley, and further inviting Kushaev to stay at Kokorich’s house in Silicon Valley so that they could discuss the Joint Venture. 180391 16,1 4 23032240001 COMPLAINT \OOONQUI-bbJNr-dt NNNNNNNNNt-‘i-‘t-tr-‘Hr-Ir-AHHH OOQO‘in-PUJNHOKDOOQQUI#UJNHO Loeb & Loeb A LimiKEd Llabfity Pamushlp Includng Pralessional Chmmllchs Case 5:19-cv-06810 Documentl Filed 10/21/19 Pager90f35 (b) On April 26, 2013, Kokorich sent Kushaev an email with a proposed Term Sheet regarding Kushaev’s investment into the Joint Venture. (c) On or about September 26, 2013, Kokorich sent Kushaev an email asking him to invest $10,000,000 into the Joint Venture (d) Between March and September 2013, Kushaev and Kokorich also had multiple phone calls, during which Kokorich urged Kushaev to invest into the Joint Venture, and promised him that the investment would be profitable, and that Kushaev could trust Kokorich with his money. For example, in late June 2013, Kokorich had a telephone conversation with Kushaev, during which he proposed that Kushaev invest $10,000,000 in the Joint Venture, and went through the rest of the proposed terms ofthe Joint Venture set forth in paragraph 21 below. Upon information and belief, Kokorich was in the United States at the time he made those calls to Kushaev regarding the Joint Venture. 21. 1n September 2013, relying on Kokorich’s verbal and written representations concerning the Joint Venture, Kushaev agreed to enter into the Joint Venture proposed by Kokorich. The key terms of that Joint Venture were as folléws: a. Kushaev would invest $1 0,000,000 into the Joint Venture, and Kokorich would raise an additional $10,000,000 from third party investors; b. Both Kushaev and Kokorich would form companies for purposes of the Joint Venture, through which they would hold their respective ownership interests in the Joint Venture; c. Kushaev would hold an approximately 15% interest in the Joint Venture, while Kokorich would hold the controlling interest in the Joint Venture, serve as the Chief Executive Officer‘C‘CEO”) ofthe holding company that would ultimately own the Joint Venture assets, and would be responsible for the US operations of the Joint Venture; d’. Both Kusha’ev and Kokorich would participate in the profits of the Joint Venture pursuant to their respective ownership interests in the Joint Venture; and 130391 16.1 5 23032240001 COMPLAINT \ooouoxmthr-d NNNNNNNNNHHHy-t-Ir-‘t-‘Hp-ar-A mflmM-PWNV-‘OQOONQM-PWNHO Loeb A Lueb A Umflad Uabiily Famelship lndudng Professional Cowmallons Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 10 of 35 e. Kushaev would be appointed to executive positions in those companies formed by Kokorich through which the Joint Venture assets would be held, so that Kushaev could keep an eye on Plaintiffs’ investment. 22. To implement the Joint Venture, Kushaev and Kokorich took the following steps. 23. Kushaev formed Ambecroft in September 2013 and, through Ambercroft, invested $ 10 million into the Joint Venture in late September 2013. 24. Kokorich formed Dauria Holding International Limited (“DHIL”) in September 20 13, so that Kushaev (through Ambercroft) could hold a 14.29% interest in DHIL. Kokorich, at all relevant times to this Complaint, owned a controlling interest in DHIL. 25. Pursuant to the corporate structure set up by Kokorich to implement the Joint Venture, DHIL was merely a holding company, and DHIL’s only asset was its interest in Dauria Aerospace Holding Limited (“DASH”). Kokorich was also the founder ofDASH, and served as a director ofDASH and its Chief Executive Officer during all times pertinent to this Complaint. Thus, Kokorich also controlled DASH, in addition to controlling DHIL. 26. Plaintiffs are informed and believe, and based thereon allege, that most of the moneys invested by Plaintiffs into the Joint Venture were transferred at the direction ofKokorich to the United States in late 2013 and 2014, and used for the operations of the Joint Venture in the United States, including specifically the operations of a US subsidiary ofDASH, Canopus Systems US LLC (“Canopus”), a California limited liability company. DASH owned Canopus through Astra DigitaLLLC (“Astra”), a Delaware limited liability holding company for Canopus. 27. At Kokorich’s direction, Canopus held the Joint Venture’s most valuable assets, including DASH’S highly valuable Perseus-M space satellites. Canopus also employed DASH’S key personnel and held the rights to the Joint Venture’s key intellectual property concerning space technology. 28. Kokorich was responsible for the day-to-day operations of Canopus, pursuant to the terms agreed to by Kushaev and Kokorich as part of the Joint Venture. 180391161 6 23032240001 COMPLAINT \oooqoxMAwmp-A NNNNNNNNNr-tr-AHHHr-AHHHp-t OOQONLh-PUJNHOKOOOQO\m-hUJNv-‘O Loeb & Loeb A United fiabifity Pammhip Inducing Prolassianal Corporalions Case 5:19-cv-0681O Document 1 Filed 10/21/19 Page 11 0f 35 29. Lastly, pursuant to the terms ofthe Joint Venture, Kushaev was initially employed by DASH as its managing director in charge of finance strategy and mergers and acquisitions, so that Kushaev could keep an eye on Plaintiffs’ investment in the Joint, Venture. B. After Obtaining Plaintiffs’ Moneys, Kokorich Misappropriates Those Moneys by Diverting the Joint Venture’s Assets to Himself and the Other Defendants. 30. As explained in further detail below, Kokorich used his control over the Joint Venture and its US operations to misappropriate Plaintiffs’ moneys and the Joint Venture’s most valuable assets, which resulted in, the unj ust enrichment of Kokorich and the other Defendants, and the total loss of Plaintiffs’ $10 million investment in the Joint Venture. 1. Kokorich fires kev personnel who provided financial oversight for the Joint Venture. 31. On or about May 29, 2014, at Kokorich’s instruction, Kushaev was terminated from his position as the managing director in charge of financev strategy and mergers and acquisitions for DASH and its subsidiaries. Kokorich caused an email to that effect to be sent to Kushaev on May 29, 2014, on which Kokorich was copied. 32. The stated reason for Kushaev’s termination was that his contract had expired. However, Plaintiffs are now informed and believe, and based thereon allege, that Kushaev was fired so that he would not have any access to or oversight of the financial operations ofDASH and its US subsidiaries, which allowed Kokorich to subsequently misappropriate Plaintiffs’ funds. 33. At or about the same time, Kokorich fired the chief financial officer (Dmitry Sokolsky) and the group treasurer and controller (Maria Pershina) for DASH and its subsidiaries. Again, Plaintiffs are informed and believe, and based thereon allege, that these individuals were fired bBCause they were not under the control ofKokorich and, thus, Kokorich wanted to remove them so he could subsequently divert the assets ofthe Joint Venture without Plaintiffs’ knowledge. 180391 16.1 7 230322-10001 COMPLAINT \DOOQONLI‘IAUJNH NNNNNNNNNF-‘v-‘v-‘v-tr-aw-JHHr-AH OOQCNLn-PWNHOOOOflam-bWNfi-‘o Loeb a Loeb A Umfled Uabifily Farhuship lndudng Frohsdona! Cormeons Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 12 of 35 2. After Kokorich’s reguest to Plaintiffs for more money is denied, he forms the Astro Digital Entities, to which he then diverts the Joint Venture Assets. 34. Upon information and belief, between October 2013 and late 2014, Kokorich mismanaged the Joint Venture, and particularly its US operations. As a result, in late 2014, Kokorich asked Plaintiffs to invest more moneys into the Joint Venture. Plaintiffs refused. 35. Kokorich then, betwaen December 20 14 and March 2015, caused to be formed several new legal entities, with the aid of defendant Biddy -- a close Kokorich ‘associate and Vice President of Research and Development at CanOpus - to which Kokorich subsequently diverted I the Joint Venture’s assets 36. Specifically, on or about December 3 1, 2014, defendant Biddy formed a new entity called Aquila Space Inc., which was unaffiliated with the Joint Venture. Plaintiffs are informed and believe that Biddy formed Aquila at the direction, and with the knowledge of, Kokorich. 37. Defendant Biddy is a former executive of Canopus who left Canopus and immediately began working for Aquila after its formation in 2015. Aquila was originally located at the same address as Canopus - i.e., Building 503, 340 Cody Rd., Moffet Field, CA 94305. 38. Plaintiffs are informed and believe, and based thereon allege, that, on or about February S, 2015, Kokorich and Biddy used the California Secretary of State online electronic filing portal and/or the US mail to file the “Statement and Designation by Foreign Corporation” to register Aquila to do business in California. 39. The agent for service of process for Aquila was another close Kokorich associate, Artiom Anisimov, who was also an officer and agent for service 0f process for Canopus; and, on information and belief, also served as Kokorich’s personal assistant. 40. Aquila’s corporate purpose, as set out and transmitted electronically on its website, was designing, building and operating nanosatellites, and its mission was to provide daily multi- spectral satellite imagery through their landmapper constellations. This is the same business as the business that Canopus was engaged in on behalf of the Joint Venture. 41 . Plaintiffs are further informed and believe, and based thereon allege, that on or about March 5, 2015, Kokorich caused to be formed another new entity, Astro Digital, Inc. 180391 16.1 8 23032240001 COMPLAINT KOOQQONU‘I-PUDNH NNNNNNNNNP-‘i-‘b-Ar-«Hr-Av-‘p-IHH OONQU‘I-PUJNP-‘OKOGOQO‘XUI-PUJNP-‘o Loeb & Lueb A Limind Unbimy Partnuship lndudng Pralesslunal corporaflans Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 13 of 35 42. On or about March 13, 2015, Astro Digital, Inc. used the California Secretary 0f State online electronic filing portal and/or the US mail to file the “Statement and Designation by Foreig Corporation” to register to do business in California. The person who signed this filing was the same Mr. Anisimov (a close associate of Kokorich) who was listed as the agent for service ofprocess for Aquila and Canopus. Plaintiffs are informed and believe, and based thereon allege, that this filing was done at the instruction, and with the knowledge, ofKokorich. 43. The name, “Astro Digital,” is virtually identical to the name 0f one ofDASH’S US subsidiaries, Astra Digital - the parent company of Canopus in the corporate structure initially set up by Kokorich to implement the Joint Venture. 44. On or about November 12, 2014, Kokorich caused Astra Digital to change its name to Dauria Geo. Kokorich caused the name change by filingrthe “Amended Statement by Foreign Corporation” through either the California Secretary of State online electronic filing portal or the US mail. Kokorich signed that Statement as Dauria GEO’s President. 45. Upon information and belief, Kokorich changed Astra Digital’s name to Dauria GEO so that he could subsequently use Astro Digital to compete with the Joint Venture. 46. Plaintiffs are informed and believe that, on or about December 31, 2015, Aquila merged with Astro Digital, Inc., via a stock-for-stock exchange, following whi’ch Aquila changed its name to Astro Digital US, Inc. (i.e., ADU). 47. To register the name change, on or about May 17, 2016, ADU filed the “Amended Statement by Foreign Corporation” through either the California Secretary 0f State online electronic filing portal or the US mail. This Certificate ofAmendment was signed by defendant Biddy. Plaintiffs are informed and believe, and based thereon allege, that this filing was done at the instruction, and with the knowledge, ofKokorich. 48. Afier Aquila changed its name to Astro Digital US., Inc., Astro Digital, Inc. became a wholly owned subsidiary ofADU. 49. Plaintiffs are informed and believe, and based thereon allege, that Astro Digital, Inc., Aquila, and Astro Digital US, Inc. (collectively, the “Astro Digital Entities”) were each 18039116.1 9 23032240001 COMPLAINT \DOOQQU‘I-hWNr-I NNNNNNNNND-‘r-Ap-Ar-Ab-Ay-Ap-ir-LHH QOm-thi-‘OWOOQQMAWNHO Loeb 8- VLoeb A Umflcd Liafifity Pam-mshlp lndudnn measslcnal Corporations Case 5:19-cv-068-10 Document l Filed 10/21/19 Page 14 of 35 formed at the direction 0f Kokorich for the purpose of receiving and taking over the assets and business of the Joint Venture, which is precisely what occurred as described below. 3. Defendants surreptitiously transfer Joint Venture assets from Canopus tofl 50. Kokorich first attempted to divert assets from Canopus t0 the Astro Digital Entities that he caused to be created by obtaining the board approval ofDASH t0 do so. The tactic did not work. For example, on January 30, 2015, Kokorich emailed a notice of a board meeting, along With a draft supply contract and specifications, which required Canopus to purchase a number of products from Aquila for $520,000. The board did not act on the draft contract, pending explanations regarding the contract from Kokorich that were never provided. 51 . Kokorich then arranged for a transfer of the Joint Venture assets (held by Canopus) t0 the Astro Digital Entities in a different manner, this time without seeking approvals. Unbeknownst to Plaintiffs at the time, between March and April 2015, after Kokorich had removed the individuals who provided financial oversight for the Joint Venture, several transactions were made between Canopus and Aquila without notice to Plaintiffs. 52. For example, on March 6, 2015, Kokorich caused Canopus to enter into an agreement with Aquila (the co-called “Subcontractor Agreement”), by which Canopus transferred to Aquila valuable intellectual property and two Perseus-M satellites launched in 2014 and still in orbit. The market value of the satellites was well over $5 million. But pursuant to the agreement, Canopus was to receivejust over $2 million total for both satellites, far below their true market value. Notably, Plaintiffs are informed, and believe, and based thereon allege, that Aquila did not even pay the contractual amounts for these assets in any event. 53. Plaintiffs are informed and believe, and based thereon allege, that drafis and final versions of the Subcontractor Agreement were transmitted by Kokorich or at Kokorich’s direction via email between Canopus and Aquila in or around March 2015. Plaintiffs were not copied on these emails. 54. Kokorich also arranged for the execution of a Joint Development and Cooperation Agreement between Canopus and Aquila, dated April 6, 2015 (the “Cooperation Agreement”). 130391 16.1 1 0 230322-1000! COMPLAINT \DOOQO\Ul-P.LNNt-A NNNNNNNNNb-Ab-AHr-‘r-‘Hr-no-nv-Ah- wflmm-PWNh-‘OKDOOQOUI-hUJNF-‘C Loeb a. Loeb A Umiled Liability Pamelshlp lndudng Professional Cnmavadnns Case 5:19-cv-06810‘ Document 1 Filed 10/21/19 Page 15 of 35 Under the Cooperation Agreement, Aquila obtained substantially all of Canopus’s intellectual property rights listed in the agreement. Plaintiffs are informed and believe, and based thereon allege, that drafis and final versions of the Cooperation Agreement were transmitted between Canopus and Aquila Via email by Kokorich or at Kokorich’s direction in or around April 2015. Plaintiffs were not copied on these emails, 55. After receiving complaints regarding the lack of commercial justification for the above-referenced transactions between Aquila and Canopus from a third paxty investor, Kokorich took yet a new tack. 56. On August 3, 2015, Kokorich sent an email to the members ofDHIL asking for an extraordinary board meeting ofDASH t0 take place on August 10, 2015. The notice was inadequate, and Kokorich was so advised by Kushaev. Kokorich nonetheless then sent a “formal notice” of the August 10 meeting Via email on August 7, 2015. 5'7. Despite being advised that the notice for the August 10, 201 5 meeting was improper, and that Ambercroft’s representative would be unable to attend, Kokorich convened the meeting on August 10, 201 5. During that meeting, which Plaintiffs are informed and believe took place via video conference and/or telephonically, Kokorich obtained approval from the DASH Board for the so-called “Framework Agreement,” pursuant to which the prior Subcontractor Agreement and Cooperation Agreement would be declared null and void, and the Joint Venture assets would instead be transferred to Aquila pursuant to the Framework Agreement. Plaintiffs were not present at this meeting. 58. Kokorich then caused DASH and Canopus to enter into the so-called “Framework Agreement” with Aquila, effective August 11, 2015, pursuant to which Koko‘rich caused DASH and Canopus to sell the Joint Venture assets to Aquila at far below market value. 59. Plaintiffs are informed and believe, and based thereon allege, that the final versions of the Framework Agreement were transmitted between Defendants Kokorich and Biddy via email or around August 11 and 12, 20] 5. Again, Plaintiffs were not copied on these emails. 60. Plaintiffs are informed and belieVe, and based thereon allege, that by August 12, 2015, Biddy was already an employee of Aquila with an Aquila email address. 18039116.: 11 23032240001 COMPLAINT Loeb a Loeb 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A Limiled Uabifity Pamurshlp lndudng Professional Corporan'ons Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 16 0f 35 61. The Framework Agreement had no legitimate business purpose, provided little to no adequate economic or other benefit to the Joint Venture, and served only to confer an unjustified benefit for the Defendants. (As described below, Plaintiffs discovered in 201 8 that each of the Individual Defendants has a substantial ownership interest in ADU.) 62. Kokorich tried to conceal the fraudulent nature of the Framework Agreement transfers from Plaintiffs by claiming that the Framework Agreement was the result of competitive bidding. To that end, Kokorich sent reports via email (for example, on August 4, 2015) with the purported “bids” ofvarious companies. The result ofthe process was as Kokorich designed it - Aquila was purportedly the highest bidder - an announcement that Kokorich sent via email. 63. However, Plaintiffs have since been informed and believe, and based thereon allege, that the purported competitive bidding was actually a sham, designed from the beginning to reach a particular outcome - for the Joint Venture’s assets to g0 to the Astro Digital Entities owned and controlled by Kokorich, for amounts far below their actual fair market value. C. After Kokorich Misappropriates the Joint Venture’s Assets, He Causes ADU to Compete with the Joint Venture Entities. 64. Plaintiffs are informed and believe that after the diversion of Canopus’ key assets to the Astgo Digital Entities via the Framework Agreement on or about August 11, 2015, the Individual Defendants caused ADU to go into competition with the Joint Venture, using DASH’s and Canopus’s tangible assets, intellectual property, and goodwill as if they belonged to ADU. 65. Specifically, on its website, ADU described the products it offers with specifications that closely resemble the specifications of Canopus products. For example, Defendants marketed ADU on its website as the operator 0f the two Perseus-M satellites, and has subsequently caused ADU to enter into agreements with companies With which DASH and Canopus were previously in negotiations. 66. There is substantial overlap between the employees and management ofADU and Canopus, with those persons simply moving from Canopus to ADU. For example, Damir~ Begishev, who served as the CFO of Canopus, became the CFO ofADU. 130391161 12 23032240001 COMPLAINT \OOOQO‘xLII-bLHNH N N N {\J [\J N N N N v-A H v-I H »-- y-t r-t r-t. r- n- 00 \l ON Ux A UJ N b-i O \o oo fl ON U1 h Ln N H O Loeh & Laeb A Hailed Uabiiq Pammshlp lndudng Professional Corporations Case, 5:19-cv-06810 Document 1 Filed 10/21/19 Page 17 of 35 67. Notably, all ofthe above wrongful conduct occurred while Kokorich was still the Chief Executive Officer ofDASH and entrusted by Plaintiffs with managing their interests in the Joint Venture and, specifically, the management 0fthe Joint Venture’s US subsidiaries. 68. Not surprisingly, Canopus went out of business after Defendants’ scheme was implemented and they had stripped it of its most valuable assets. D. Plaintiffs Did Not Discover that Kokorich and His Wife Had Ownership Interests in ADU Until 2018., 69. While Plaintiffs disagreed with some ofKokorich’s business decisions while he was managing the Joint Venture, Plaintiffs did not learn until 201 8 that Kokorich and his wife had owaership interests in the new ADU entity and, thus, had personally profited by transferring the Joint Venture assets from Canopus to Aquila. 70. As discussed above, Kokorich had removed Kushaev from his position as the managing director in charge of finance strategy for DASH precisely so that Plaintiffs would not have access to the financial information concerning the US operations of the Joint Venture. 71. Moreover, in October 2015, when Plaintiffs requested that Kokorich and his entities provide more information regarding the transfers of assets from Canopus to Aquila, Kokori‘ch refused. For example, Kokorich caused one of his associates, Dmitri Khan, to send an email to Plaintiffs on October 20, 2015, refusing to provide such information. 72. Further, Kushaev had several conversations with Kokorich in late 2015 and 201 6, during which Kushaev expressly asked Kokorich if he or his family held any ownership interest in any of the Astro Digital Entities. Kokorich categorically denied this. 73. Plaintiffs then engaged in protracted settlement negotiations with Kokorich over the next few years (through early 2019) seeking to informally resolve the dispute concerning the loss of Plaintiffs’ investment in the Joint Venture, which proved unsuccessful. 74. In the meantime, Plaintiffs discovered in 201 8 that both Kokorich and his wife had substantial ownership interests in ADU and, thus, had personally profited from the transfer ofthe Joint Venture assets from Canopus to ADU at far below market value. 180391161 13 23032240001 COMPLAINT \OOOQQLJI-DUJNH NNNNNNNNNr-dv-Ab-dr-‘v-‘Hp-p-Av-ar-t OOQQLA-DUJNHOOOOflmm-PUJNHO Loeb a Loeb A Limixgd Liability Pannumlp lncludng Prafassional Carporah'uns Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 18 of 35 75. In 2018, Plaintiffs also discovered that defendant Biddy had a substantial ownership interest in ADU and, thus, had also personally profited from the transfer of Canopus assets to ADU for below market value. 76. This action followed. FIRS'I" CAUSE OF ACTION FOR BREACH OF FIDUCIARY DUTY (Against Defendant Kokorich by Plaintiff Kushaev) 77. Plaintiffs incorporate by reference those allegations set forth in the preceding paragraphs as though set forth fully herein. 78. As ajoint v‘enturer with Kushaev, Kokorich owed Kushaev fiduciary duties of care and loyalty, which required KokOrich to, among other things, act with the utmost good faith and with full disclosure in all matters pertaining to the Joint Venture and to refrain from acting in his own self~interest at the expense of Kushaev. 79. Kokorich breached his fiduciary duties of care and loyalty to Kushaev by, among other things, mismanaging Kushaev’s multi-million dollar investment in the Joint Venture, mismanaging the Joint Venture, and misappropriating the US assets 0fthe Joint Venture. 80. Kushaev was damaged in an amount ofmany millions of dollars (the exact amount to be proven at trial), as a result ofthe above-referenced breaches. 81. Plaintiffs are informed and believe, and based thereon allege, that Kokorich acted as alleged herein with the intent to deprive Kushaev of property and to inj ure Kushaev such that Kokorich’s actions constitute oppression or malice within the meaning of California Civil Code § 3294. Kokorich’s conduct was intended to cause injury to Kushaev and was carried on by Kokorich in willful and conscious disregard of Kushaev’s rights. Kokorich’s conduct was despicable, oppressive, and outrageous, justifying the imposition of punitive and exemplary damages against Kokorich in an amount sufficient to punish him, to make an example of him, and to deter such conduct in the future. 180391 16.1 14 23032240001 COMPLAINT \OOOQONLh-PUJNH OO‘JO‘nUi-PUJNHOOOONmm-QU’NHO Loeb & Lneb A Limited Uahfl'ny Partleyship Indudnn Prol5slonal Carparau'on's Case 5:19-cv~06810 Documentl Filed-lO/Zl/lg Page 19 of35 82. SECOND CAUSE OF ACTION FOR FRAUD (Against Defendant Kokorich by Plaintiff Kushaev) Plaintiffs incorporate by reference those allegations set forth in the preceding paragraphs as though set forth fully herein. 83. Kokorich made false representations to Kushaev and omitted material information from Kushaev, including the following: 180391 16. I 23032240001 a. Representing to Kushaev in various telephone calls between March and September 2013, including in late June 2013, that Kushaev could trust Kokorich with Kushaev’s multi-million dollar investment; while, upon information and belief, Kokorich already planned to misappropriate Kushaev’s moneys; b. Representing to Kushaev in various telephone calls between March and September 2013 that Kushaev would be appointed to executive positions in those companies formed by Kokorich through which the Joint Venture assets would be held, so that Kushaev could keep an eye on Plaintiffs’ investment; while, upon information and belief, Kokorich already planned to strip Kushaev of such positions, so as to help Kokorich subsequently misappropriate Kushaev’s moneys; c. Representing to Kushaev in various telephone calls in late 2015 and 2016 that Kokorich and his family members did not have any ownership interest in the Astro Digital Entities, while knowing those representations were false; d. When asking Kushaev to invest $10,000,000 into the Joint Venture, failing to disclose to Kushaev that Kokorich planned to misappropriate the Joint Venture assets so that Kokorich and his wife could personally profit at Kushaev’s expense; e. Failing to disclose to Kushaev at the time the Framework Agreement was proposed and then executed on or about August 11-, 2015, that Kokorich and his wife would hold ownership interests in the entity to which the Joint Venture assets were being transferred. 1 5 COMPLAINT \DOOQOLA-thD-I NNNNNNNNNHHHHHHp-AHHH OOQQLA-met-docooucxmbmwwo Loeb 8- Loeb A Umilzd Liabifiw Pamership lndufing Prulesslonal Corporalibns Case 5:19-cv~06810 Document 1 Filed 10/21/19 Page 20 0f 35 84. Kokorich, as well as Kokorich’s wife, profited as g result of Kokorich’s misrepresentations and omissions at the expense of Kushaev. 85. The above misrepresentations and omissions were intended to conceal and did conceal from Kushaev the self-dealing engaged in by Kokorich until 201 8. 86. Had Kushaev been apprised of the above facts, he would not have entered into the Joint Venture, and would not have invested $10,000,000 for the purposes of the Joint Venture. 87. As a result of the above-referenced misconduct b'y Kokorich, Kushaev sustained damages of many millions of dollars, the exact amount to be proven at trial. 88. Kushaev is informed and believes, and based thereon alleges, that Kokorich acted as alleged herein with the intent to deprive Kushaev of property and to injure Kushaev, such that Kokorich’s actions constitute fraud, oppression, or malice within the meaning 0f Califomia Civil Code § 3294. Kokorich’s conduct was intended to causehinjury to Kushaev and was carried on by Kokorich in willful and conscious disregard ofKushaev’s rights. The conduct of Kokorich was despicable, oppressive, and outrageous,justifying the imposition 0f punitive and exemplaLy damages against Kokorich in an amount sufficient to punish Kokorich, to make an example 0f Kokorich, and to deter such conduct in the future. THIRD CAUSE OF ACTION FOR VIOLATION OF BUSINESS & PROFESSIONS CODE §§ 17200 ET SEQ. (Against Defendants Kokorich, Biddy, the Entity Defendants and DOE Defendants) 89. Plaintiffs incorporate by reference those allegations set forth in the preceding paragraphs as though set forth fully herein. 90. Plaintiffs are informed and believe, and on that basis allege, that Defendants have engaged and continue to engage in unlawful, unfair, and/or fraudulent acts or practices in the conduct of their business, which acts or practices constitute unfair competition within the meaning of California’s Unfair Competition Law (“UCL”), codified at Business and Professions Code §§ 17200, et seq. 91. Defendants’ unlawful, unfair, and/or fraudulent acts or practices include but are not limited to: 130391 16.1 16 23032240001 COMPLAINT Loeb & Loeb \OOONQU‘I-PUJN 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A Limited Unbiity Partnership lndudng Plnfcssional Corporafinns Case 5:19-cv-068-10 Document 1 Filed 10/21/19 Page 21 of 35 a. establishing the Astro Digital Entities for the purpose of diverting and misappropriating the Joint Venture assets from the Joint Venture entities t0 ADU; b. implementing and entering into the Framework Agreement to divert the Joint Venture assets from the Joint Venture entities to ADU without adequate consideration; c. directly competing against the Joint Venture entities using the assets, intellectual property, and employees ofthe Joint Venture entities. 92. Plaintiffs have been injured in fact and suffered damages as a result of Defendants’ illegal, unfair and fraudulent acts and practices. Moreover, Defendants have been unjustly enriched as a result of their illegal, unfair, and fraudulent acts and practices, and should bc ordered to make restitution to Plaintiffs ofal! such amounts unjustly received in a sum to be proven at trial, but at least $10 million. ’ 93. In doing the acts alleged herein, the Defendants acted with oppression, fraud and malice with intent to injure Plaintiffs and the acts herein alleged were in conscious disregard of Plaintiffs’ rights and interests. Defendants" conduct was despicable, oppressive and outrageous, justifying the imposition ofpunitive or exemplary damages against them in a sum that proof at the time oftrial may indicate as appropriate. 94. Plaintiffs are informed and believe and based thereon allege that Defendants acted as alleged herein with the intent to deprive Plaintiffs ofproperty and to injure Plaintiffs such that Defendants’ actions constitute fraud, oppression, or malice within the meaning of California Civil Code § 3294. The Defendants’ conduct was intended to cause injury to Plaintiffs and was carried on by the Defendants in willful and conscious disregard of Plaintiffs’ rights. The conduct of the Defendants was despicable, oppressive, and outrageous,justifying the imposition of punitive and exemplary damages against the Defendants in an amount sufficient to punish Defendants, to make an example of the Defendants, and to deter such conduct in the future. 180391 16.1 17 230322-1000: COMPLAINT Loeh & Laeb \OOONQLIIAUJN 10 11 12 13 14 15 l6 17 18 19 20 21 22 23 24 25 26 27 28 A Limited Liabffily Panncrship Indudng onlessionnl Caporarinns Case 5:19-cv-O681O Document 1 Filed 10/21/19 Page 22 of 35 FOURTH CAUSE OF ACTION FOR VIOLATION 0F 18 U.S.C. 1962(c) (RICO) (Against Defendants Kokorich, Biddy, the Entity Defendants and DOE Defendants) 95. Plaintiffs incorporate by reference those allegations set forth in the preceding paragraphs as though set forth fully herein. 96. Plaintiffs are informed and believe, and based thereon allege, that Kokorich, Biddy, and the Entity Defendants each violated the Organized Crime Control Act of 1970, 18 U.S.C. §§ 1962, et seq., Racketeer Influenced and Corrupt Organizations (“RICO”), in connection with a scheme devised, conducted and/or participated in by these Defendants; each ofwhom is associated with an unlawful enterprise dealing in interstate commerce; and each ofwhom conducted or participated, directly or indirectly, in that enterprise through a pattern of racketeering activity by committing mail fraud and/or wire fraud, as described herein. 97. Each of the Defendants is a “person” within the meaning of 18 U.S.C. § 1961(3). 98. Plaintiffs are informed and believe, and based thereon allege, that Defendants Kokorich, Biddy, and the Entity Defendants formed an “enterprise” within the meaning of 18 U.S.C. §§ 1961(4) and 1962(0). This enterprise (the “Kokorich-ADU Enterprise”) was and is an association in fact enterprise, consisting of Kokorich, Biddy, and the Entity Defendants, who continue to have a stable working relationship and delegation of duties among themselves, as well as a common purpose of defrauding Plaintiffs to enrich themselves. 99. Plaintiffs are informed and believe, and based thereon allege, that the Kokorich- ADU Enterprise has engaged in, and its activities affect, interstate commerce, including through the Defendants’ use ofthe U.S. mail, electronic mail, and telephone and digital communications across state and country lines, and the misappropriation and subsequent use of the Joint Venture’s assets through the aforementioned fi‘audulent scheme. 100. Plaintiffs are informed and believe, and based thereon allege, that each ofthe above-referenced Defendants was and is associated in the Kokorich-ADU Enterprise and has conducted or participated, directly or indirectly, in the management and operation ofthe affairs of 18039! 16.1 1 8 23032240001 COMPLAINT \OOOQQU‘IAUQNH NNNNNNNNNp-‘HHr-HHHv-Ap-tb-A OOQONUIAUJNHOKOOOQoxmbwwt-‘O Lueb a Loeb A Limited Uabmly Farmershlp 1ncludnu Fratesslonal Comorafions Case 5:19-cv-O68-1O Document 1 Filed 10/21/19 Page 23 of 35 the enterprise through a pattern of activity unlawful under 18 U.S.C. § 1961(1) - namely, multiple, repeated, and continuous acts of mail fraud and wire fraud. 101. The Defendants’ use of interstate wire facilities and the U.S. mail to perpetrate their fraudulent scheme against Plaintiffs involved multiple electronic mail, wire, and telephonic communications between 2013 through the present, as alleged in paragraphs 20-21, 26, 31-33, 35- 47, 50-59, 62, and 71-72. Some specific examples of predicate acts committed by Defendants Kokorich, Biddy, and the Entity Defendants in furtherance of their fraudulent scheme against Plaintiffs, and in Violation of 18 U.S.C. § 1961(1), include, but are not limited to: a. On March 1, 2013 and March 26, 2013, Kokorich sent Kushaev emails inviting Kushaev to travel to Silicon Valley, and to stay at Kokorich’s house in Silicon Valley, so that they could discuss the Joint Venture. b. On April 26, 2013, Kokorich sent Kushaev an email with a proposed Term Sheet regarding Kushaev’s investment into the Joint Venture. c. On or about September 26, 20 13, Kokorich sent Kushaev an email asking Kushaev to invest $1 0,000,000 into the Joint Venture d. On or about February 2, 2015, Biddy used the California Secretary of State online electronic filing portal and/or the US mail to file the “Statement and Designation by Foreign Corporation” so as to register Aquila to do business in California. e. On or about March 13, 2015, Astro Digital, Inc. used the California Secretary of State online electronic filing portal and/or the US mail to file the “Statement and Designation by Foreign Corporation” to register to do business in California. f. On August 7, 2015, Kokorich sent Kushaev and others the formal notice of the August 10, 2015 extraordinary board meeting (at Which the Framework Agreement transferring the Joint Venture assets to Aquila was approved); g. On information and belief, Kushaev caused the August 10, 2015 board meeting to be transmitted via videoconference and/or teleconference; h. On or about August 11, 2015, Kokorich emailed the executed version ofthe Framework Agreement to B‘iddy, among others; 130391 16.1 19 230322-1000! COMPLAINT Loeb 8- Loeh \OOOQQUI-hww 10 11 12 13 l4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A United Uabiity Pammhip Indufiug Pmusdonal Corporations Case 5:19-cv-068-10 Document 1 Filed 10/21/19 Page 24 0f 35 i. On or about October 20, 2015, Kokorich caused an email to be sent to Kushaev and others (on which Kokorich was copied), refusing to provide Kushaev with the requested information concerning the transfers of the Joint Venture assets to Aquila. j. On or about May 17, 2016, Astro Digital US, Inc. filed an Amended Registration with the California Secretary of State, using either California’s online electronic filing portal and/or the US mail, to register to do business in California, to facilitate Defendants’ use the misappropriated Joint Venture assets i'n California. 102. Plaintiffs are informed and believe, and based thereon allege, that the Defendants’ fraudulent scheme against Plaintiffs is part of a pattern of racketeering activity Within the meaning of 18 U.S.C. § 1961(1) and (5). 103. The above alleged acts of racketeering by Defendants were not isolated. Rather, these acts of racketeering are related because they had the same or similar purpose, result, participants, victims, and methods 0f commission. Further, the Defendants’ acts of racketeering have been continuous, starting in 2013 and continuing through the present. 104. Plaintiffs are informed and believe, and based thereon allege, that Defendants’ wrongful conduct set forth above, represents an ongoing RICO enterprise, which projects into the future with a threat of repetition. 105. As a direct result of Defendants’ Violations of 18 U.S.C. § 1962(0) described above, Plaintiffs have suffered substantial injury to their business and prOperty, of at least $1 0 million, the exact amount to be proVen at trial, which damages, according to proof, should be trebled pursuant to 18 U.S.C. § 1964(c). 106. Plaintiffs are also entitled to an award of reasonable attorneys’ fees and costs in this matter, pursuant to 18 U.S.C. § 1964(0). FIFTH CAUSE OF ACTION FOR VIOLATION OF 18 U.S.C. § 1962(d) (RICO Conspiracy) (Against Defendants Kokorich, Biddy, the Entity Defendants and DOE Defendants) 107. Plaintiffs incorporate by reference those allegations set forth in the preceding paragraphs as though set forth fully herein. 130391 16.1 20 230322-1000! COMPLAINT \OOOQO\Ul-PUJN»-i NNNNNNNNNHr-IHHHHr-ar-Ar-AH COQQM-PwNHOKDOOflONM-PUJND-‘O Loeb a. Loeb A Limilzd Uabiiw Pmrmshlp lneludng Plo[e§sional Covpavallnns Case 5:19-cv-06810 Documentl Filele/Zl/lg Page 25 of35 108. Plaintiffs are informed and believe, and based thereon allege, that in Violation of 18 U.S.C. § 1962(d), Defendants Kokorich, Biddy, and the Entity Defendants conspired to violate 18 U.S.C. § 1962(c). The conspiracy commenced at least as early as 2013 and continues through the present. 109. Plaintiffs are informed and believe, and based thereon allege, that the obj ect of the conspiracy was to (i) misappropriate Plaintiffs’ moneys and the Joint Venture"s assets for the Defendants’ personal benefit, and (ii) convince Plaintiffs that Defendants did not divert 01' misappropriate the Plaintiffs’ moneys and Joint Venture assets for their own benefit through providing Plaintiffs With false information regarding those transfers. 110. Plaintiffs are informed and believe, and based thereon allege, that Kokorich, Biddy, and the Entity Defendants each knowingly, willfully, and unlawfully agreed and combined t0 conduct or participate, directly or indirectly, in the conduct of the affairs and activities of the Kokorich-ADU Enterprise through a pattern of racketeering activity, including acts indictable under 18 U.S.C. §§ 1341 and 1343, in violation of 18 U.S.C. § 1962(0). 111. Plaintiffs are informed and believe, and based thereon allege, that each Defendant, whether individually or through an entity, objectively manifested, by words or acts, his or her agreement to the commission of the substantive RICO violations by at least one member of the conspiracy, and each Defendant committed at least one overt act in furtherance of the conspiracy. 112. As a direct result ofthe violations of 18 U.S.C. § 1962(d) committed by Defendants, herein described, Plaintiffs have suffered substantial injury to their business and property, of at least $10 million, the exact amount to be proven at trial, which damages, according to proof, should be trebled pursuant to 18 U.S.C. § 1964(0). 113. Plaintiffs are also entitled to an award of reasonable attorneys’ fees and costs in this matter, pursuant to 18 U.S.C. § 1964(0). 114. In so conspiring with each other to commit the RICO violations alleged herein, Defendants, and each ofthem, are jointly and severally liable for the wrongful actions of each co- conspirator. 130391 16.1 21 230322-1000] COMPLAINT KO 00 Q O\ UI -h UJ N w-t N N [\J N N N N N [\J H H H v-d r-d H )- r-A n-a H DO N m LII «h- UJ N r-d O KO GO fl O\ U‘I -P U3 N '-‘ O Loeb & Loeb A Umfled Liahiity Pametship Indudng Profasxlonal Cumuau'ons Case 5:19-cv-068-10- Document 1 Filed 10/21/19 Page 26 of 35 SIXTH CAUSE OF ACTION FOR UNJUST ENRICHMENT (Against the Individual Defendants and ADU) 115. Plaintiffs incorporate by reference those allegations set forth in the preceding paragraphs as though set forth fully herein. 116. As described above, Plaintiffs have conferred a benefit on Defendants by investing $ I 0 million into the Joint Venture, which Defendants then diverted and misappropriated. 117. Plaintiffs are informed and believe, and based thereon allege, that each ofthe Individual Defendants had an ownership interest in ADU, so that they each personally benefited from the transfer of the Joint Venture assets from Canopus to ADU. 1 18. ADU also profited from the transfer of the Joint Venture assets from Canopus to ADU because ADU obtained those assets for far below market value, due to the improper actions ofKokorich, who upon information and belief controlled both Canopus and ADU at the time of the wrongful transfers via the Framework Agreement. 119. Defendants have been unjustly enriched at the expense of Plaintiffs. Therefore, they must disgorge and make restitution to Plaintiffs for the total amount of Plaintiffs’ funds and Joint Venture assets that they diverted and misappropriated from the Joint Venture. PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray forjudgment against Defendants as follows: 1. For compensatory damages in an amount of least $ I 0 million, the exact amount to be proven at trial. 2. For consequential and incidental damages, in an amount to be proven at trial. 3. For punitive and exemplary damages to punish Defendants’ willful and malicious conduct, and to deter similar conduct in the future. 4. For prejudgment and pos‘t-judgment interest, at the legal interest rate. 5 For treble damages, pursuant to 18 U.S.C. § 1964(0). 6. For reasonable attorneys’ fees and costs, pursuant to 18 U.S.C. § 1964(0). 7 For such other relief as the Court deemsjust and proper. 130391 16.1 . 22 230322-1000] COMPLAINT \OOOflQthmNr-n OOQQLAQMNHOCOONQM-thF-‘O Loab & Loab A umied usual, Pannmhip Including Pmlesslom! Corporations Case 5:19-cv-0681O Document 1 Filed 10/21/19 Page 27 of 35 Dated: August 8, 2019 180391 16.1 2303224 0001 LOEB & LOEB LLP OLEG (ALEX) STOLYAR DONALD A. MILLER JENNIFER JASON By: m m4m Donald A. Miller Attorneys for Plaintiffs Ambercroft Trading Limited and Dmitri Kushaev 23 COMPLAINT Case 5:19-cv-0681O Document 1 Filed 10/21/19 Page 28 of 35 1 DEMAND FOR JURY TRIAL 2 Plaintiffs hereby request a trial by jury on any and all claims so triable. 3 4 Dated: August 8, 2019 LOEB & LOEB LLP A OLEG (ALEX) STOLYAR 5 DONALD A. MILLER 6 JENNIFER JASON 7 By: A AW AN 8 fl.fifll§1€:finfifis Ambercrofi Trading 9 Limited and Dmitri Kushaev 10 1 1 12 13 14 15 1 6 17 1 8 19 20 2 1 22 23 24 25 26 27 28 Loabum 130391151 24 Au$§fl§wfl 230322-1000] COMPLAINT Case 5:19-cv-06810 Document l Filed 10/21/19 Page 29 of 35 EXHIBIT 2 \DOOQGLJI-PUJNH N N N N N m_N [\J N H )-- r-i p-A n-a o-A h-n n-d r-I v_- mflmm-PWNI-‘OKOOOQQUI-PUJNHO Lceb a Luab A LImEIed Llablmy Pannarshlp Inducing Pmlessianal Cctpamllans Case 5:19-cv-O6810 Documentl Filed-lO/Zl/lg Page 30 of35 LOEB & LOEB LLP OLEG (ALEX) STOLYAR (SBN 229265) astolyar@loeb.com DONALD A. MILLER (SBN 228753) dmiller@10eb.com ‘ JENNIFER JASON (SBN 274142) jjason@loeb.com 10100 Santa Monica B1Vd., Suite 2200 Los Angeles, CA 90067 Telephone: 3 10.282.2000 Facsimile: 3 10.282.2200 Attorneys for Plaintiffs Ambercroft Trading Limited and Dmitri Kushaev SUPERIOR COURT OF THE STATE OF CALIFORNIA FORTHE COUNTY OF SANTA CLARA AMBERCROFT TRADING LIMITED, a British Virgin Islands company; AND DMITRI KUSHAEV, an individual Plaintiffs, V. MIKHAIL KOKORICH, an individual; LIUDMILA KOKORICH, an individual; CHRIS BIDDY, an individual; ASTRO DIGITAL US INC. (f/k/a Aquila Space Inc.), a Delaware corporation; ASTRO DIGITAL, INC, a Delaware corporation; AND DOES 1 THROUGH 10, INCLUSIVE Defendants. 18186441.! Case No. 19CV352624 STIPULATION FOREXTENSION OF TIME FOR DEFENDANTS CHRIS BIDDY, ASTRO DIGITAL US INC., AND ASTRO DIGITAL, INC. TO FILE RESPONSIVE PLEADING TO COMPLAINT; [PROPOSED] ORDER Action Filed: August 8, 20 1 9 23032246002 STIPULATION FOR EXTENSION OF TIME p-a N N N N ‘N N N N N b-i n-d H r-A b-a r-l p-- t-s p-t b-I m q ON U} vP W N I-‘ O \D m fl O\ LII A UJ N F" o Loab a Loch A Umed LlabTAy Pannavshlp Including Proluslonal Colpomians \DmQOUIuPU-lw Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 31 of 35 Pursuant to Rule 3.1 10 ofthe California Rules of Court, this Stipulation between plaintiffs Ambercroft Trading Limited and Dmitri Kushaev (“Plaintiffs”), and defendants Chris Biddy, Astro Digital US Inc., and Astro Digital, 1110., for themselves, and no other defendants, is based on the following grounds: 1. Plaintiffs filed a Complaint on August 8, 201 9, against multiple defendant - including Chn's Biddy, Astro Digital US Inc. (f/k/a Aquila Space Inc.), and Astro Digital, Inc. (collectively, “Astra Digital” or the “Astro Digital defendants”) - for breach offiduciary duty; fraud; violation ofBusiness and Professions Code §§ 17200, er seq.; violation of 18 U.S.C. 1962(0) - Civil RICO; violation of 18 U.S.C. 1962(d) - Civil RICO; and unjust enrichment (the “Complaint”). 2. Counsel for Plaintiffs and counsel for Astra Digital discussed Plaintiffs’ request that counsel for Astro Digital accept service of the Complaint on behalf of the Astra Digital defendants. 3. Counsel for Plaintiffs and counsel for Astro Digital have further discussed a proposed schedule to provide the Astro Digital defendants with additional time for their responsive pleading to the COmplaint and other procedural issues, such as possible removal of the Complaint to federal court and a mutually agreeable briefing schedule if Astro Digital file a motion to dismiss the Complaint. 4. As part of these conversations, Plaintiffs and Astro Digital have agree that: a. Service shall be effectuated on Astro Digital as of Friday, September 20, 2019; b. The last day for the responsive pleading by Astro Digital to the Complaint is November 5, 2019; _ c. The parties agree to cooperate with each other regarding briefing and to set mutually convenient hearing dates to accommodate their professional and personal schedules; and ‘ d. The parties may further extend the time to the responsive pleading by Astro Digital to Plaintiffs’ Complaint upon further order ofthis Court. 1818644“ 2 23032240002 STIPULATION FOR EXTENSION OF TIME \OOO\10\U\~PLONr-‘ NNNNNNNNNI-‘HHI-t-ao-AHp-‘p-tr-t ooqoxe-Pswwv-noxooouoxm-hwwt-‘o Loab a Loch A Unilm Llabfl‘xy Pannelsnlp Iwudina Pmlesslonal Carpoulbns Case 5:19-cv-O6810 Documentl Filed-10l21/19 Page 32 of35 5. If the Court does not approve this Stipulation, the parties agree that Astra Digital will file their responsive pleading within fourteen (1 4) calendar days of their counsel’s receipt of a notice that the Court has not approved the Stipulation. 6. The parties therefore request the Court eXecute the Proposed Order, as the Stipulation avoids the unnecessary cost and burden of effectuating personal service on Astro Digital, and provides a period of time counsel to coordinate their respecfive schedules which will alleviate the burden on the Com. Dated: September __, 2019 ROPERS MAJESKI KOHN BENTLEY TODD A ROBE/RTS 756/4 Tdd A. Roberts A omeys for Defendants Chris Biddy, Astro Digital US Inc. and Astro Digital, Inc. Dated: September __, 2019 LOEB & LOEB LLP OLEG (ALEX) STOLYAR DONALD A MILLER JENNIFER JASON By: Donald A. Miller Attorneys for Plaintiffs Ambercrofi Trading Limited and Dm‘iu'i Kushaev ‘31364411 3 230322-1000: STIPULATION FOR EXTENSION OF TIME Case 5:19-cv-06810 / Document 1 Filed 10/21/19 Page 33 of 35 p-n [PROPOSED] ORDER Pursuant to the Stipulation of the parties, IS HEREBY ORDERED that: 1. Astro Digital’s responsive pleading to Plaintiffs’ Complaint shallbe due on or before ; 2. The parties may further extend the time for the responsive pleading by Astro Digital to Plaintiffs’ Complaint upon further order of this Court. IT IS SO ORDERED. Dated: The Honorable Peter H. Kirwan Judge ofthe Superior Court \DOO\]O\LJIJ>~UJN N‘ N N N N N N N [\J o-t n-t t-I r-t 5-4 H r-I H o-I y-n I .LaebaLoeb |8|8644Ll 4 “mga'fi’fifilfim” 23032240002 STIPULATION FOR EXTENSION 0F TIME Comarwans Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City U.) \OOOQmUI-P 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 34 of- 35 CASE NAME: Ambercroft Trading, et a1. v. Mikhail Kokorich, et a1. ACTION NO.: PROOF 0F SERVICE METHOD OF SERVICE First Class Mail D Facsimile D Messenger Service D Overnight Delivery D E-Mail/Electronic Delivery 1. At the time of service I was over 18 years of age and not a party to this action and a Citizen of the United States. 2. My business address is 1001 Marshall Street, Suite 500, Redwood City, CA 94063, County of San Mateo. 3. On October 21, 2019 I served the following documents: DEFENDANTS CHRIS BIDDY, ASTRO DIGITAL US 1NC., AND ASTRo DIGITAL, INCJS NOTICE 0F REMOVAL 0F CIVIL ACTION To UNITED STATES DISTRICT COURT PURSUANT T0 28 U.s.c. §§ 1331 AND 1441(a) [FEDERAL QUESTION JURISDICTION] DEMAND FOR JURY TRIAL [Fed. R. Civ. P., Rule 38(a)] CIVIL COVER SHEET 4. Iserved the documents on the persons at the address below (along With their fax numbers and/or email addresses if service was by fax or email): Oleg (Alex) Stoylar Donald A. Miller Jennifer Jason LOEB & LOEB LLP 10100 Santa Monica Blvd. Suite 2200 Los Angeles, CA 90067 Sharon Z. Weiss Richard C. Ochoa Ashlee C. Difuntorum BRYAN CAVE LEIGHTOIN PAISNER LLP 120 Broadway, Suite 300 Santa Monica, CA 90401 5. I served the documents by the following means: 4816-8183-85061 Attorneys for Plaintiffs Telephone: 3 1 0-282-2000 Facsimile: 3 1 0-282-2200 Email: astolyar@106b.commm jjason@loeb.com Attorneys for Defendant Mikhail Kokorich and Liudmila Kokorich Telephone: 3 10-576-21 00 Facsimile: 3 1 0-576-2200 Email: Shmon.Weiss@bcmlaVv.com rcochoa@bclplaw.com ashlee.difuntomm®bclplawcom PROOF OF SERVICE Ropers Majeski Kohn & Bentley A Professmnal Corporation Redwood City .h \IO\LII 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:19-cv-06810 Document 1 Filed 10/21/19 Page 35 of 35 a. E By United States mail: I enclosed the documents in a sealed envelope or package addressed to the persons at the addresses specified in item 4 and placed the envelope for collection and mailing, following our ordinary business practices. I am readily familiar with this business’s practice for collecting and processing correspondence for mailing. On the same day that correspondence is placed for collection and mailing, it is deposited in the ordinary course of business with the United States Postal Service, in a sealed envelope with postage fully prepaid at the address listed in Paragraph 2 above. b. U By overnight delivery: I enclosed the documents in an envelope 0r package provided by an overnight delivery carrier and addressed to the persons at the addresses in item 4. I placed the envelope or package for collection and overnight delivery at an office or a regularly utilized drop box of the overnight delivery carrier. c. D By messenger: I served the documents by placing them in an envelope or package addressed to the persons at the addresses listed in item 4 and providing them to a messenger for service. (Separate declaration of personal service to be provided by the messenger.) d. D By fax transmission: Based on an agreement between the parties and in conformance with Fed. Rules Civ. Proc. rule 5, and/or as a courtesy, I faxed the documents t0 the persons at the fax numbers listed in item 4. (Separate Proof of Transmission by Fax to be provided. z e. D By email or electronic transmission: Based on an agreement between the parties and/or as a courtesy, I sent the documents via my electronic service address (bella.wu@m1kb.com) to the persons at the email addresses listed in item 4. I did not receive, within a reasonable time after the transmission, any electronic message or other indication that the transmission was unsuccessful. I am employed in the office of a member 0f the bar of this court at whose direction the service was made. I certify under penalty of perjury that the foregoing is true and correct. Date: October 21, 2019 Bella Wu W5CD tType'Name ?gnature 4315-8183-8506J - 2 - PROOF OF SERVICE Case 5:19-cv-06810 Document 1-11 Filed 10/21/19 Page 1 of 2 Js-CAND 44 (aw. 07/19) CIVIL COVER SHEET The JS-CAND 44 civil cover sheet and the information contained herein neither re lace nor supplement the filin and service ofpleadings or otheryapers as required by law except as provided by local rules ofcourt. This form, approved in its original form y the Judicial Conference o the United States in September l9 Court to Initiate the civil docket sheet. (SEE INSTRUCTIONS 0NNEXTPAGE OF THIS FORM.) 4,’s required for the Cler’k of I. a PLA§VIIFFS . . A(m)bercro Trading Limited, a British Virgin Islands company; Dmltn Kushaev, an individual (b) Coun of Residence of First Listed Plaintifi None (E’XC PTIN US. PLAINTIFFCASES) fc) Attomc S (FirmName, Address, and Telephane Numbed0 eg (Alex) Sm yarm. Donald A. Mlller, Jenmferjason LOEB & LOEB LLP 10100, Santa Monica Blvd, Suite 2200, Los Angeles, CA 90067 Mile Qo£once an m§ividual; Liudmila Kokorich, an individual; Chris Biddy, an individual; ASTRO DIGITAL US INC. (Wu Aquila Space Inc.) a Delaware Corpomion, e! aL Coun ofResidence ofo'rst Listed Defendant (IN U. . PLAINTIFF CASES ONLY) NOTE: THETRACT OF LAND INVOLVED. Attorneys (y'Knawn) Todd A. Roberts, Nicol: S. Healy, Edwin Barnes ROPERS MAJESKI KOHN & BENTLEY 1001 Marshall Street, Suite 500, Redwood City, CA 94063 Snnla Clam IN LAND CONDEMNATION CASES, USE THE LOCATION 0F II. BASIS OF JURISDICTION (Place an "X" in One Bax Only} (Far Diversity Cases Only) TF ”v.1 U.S. GovemmentPlaimiff 5 ' 3 Federal uestion - - r -x‘ (U.S. Ganernmenl No! a Parly) cmzen cfms SM: y ._ C’ti e ofAn th Sm 345.42 5 ~2 U.S. GovemmentDefcndam "a4 1D};Iersi%) l. P l I I ”I i z n o er c ( n Cale nlzemnp of arllesm [em ) Citizen or subject ofa 3 Forcigu Country III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an "X" in One Boxfor Plainlg‘fl am! One Baxfor Defendant) DEF l PTF DEF Incorporakcd or Principal Place 3 :4 ‘ s4 ofBusiness In This State 3 Foreign Nation Incorporated and Principal Place of Business In Another State IV. NATURE 0F SUIT (Place an "X" in One Box Only) ONTRA ORT u 110 Insurance PERSONAL INJURY PERSONAL INJURY 120 Maxine 310 Airplane 3365 Personal Injury- Product 130 Miller Act , 3 15 Airplane pradua Liability r I Liability 140 Negotiable Insuument I 320 Assault, Libel & Slander .522367 Hfiahh Careé a1 P ln :--150 Re v .. . . P armaceu c crsona Offggmfiu of ‘33“ Egglffiltf‘m’hym fl Injury Producz Liability _ Vatemn's Benefits 34o Mann: "-5368 Asbestos lfer§qnal Injury 4 "51 ““1““ A“ 34s Maxine Product Liability P7°du°FLlablm 152 Recovery of Defaulted 350 Motor vehicle I PERSONAL PROPERTY Student Loans (Excludes _ , ‘3']0 Othcr Fraud Veterans) 3: Motor Vehxclc Product 37x Tm“! in Lending Liability ¥ 360 Other Personal Injury ,4362 Personal Injury vMedical Malpmclicc a r153 Recovery of Overpayment ofVctcian‘s Benefits 160 Slockholders' Suits «g «3380 Other Personal Property Damage 3’1‘9385 Pmpexty Damage Product Liability 25 Drug Related Seizure of Property 21 usc § 831 90 Other ANEC'RUETGM 22 Appeal 28 USC § 158 10 Fair Labor Standards Act 20 Labor/Managemenl Relations 40 Railway Labor Act 51 Family and Medical Leave Act 90 Other Labor Lifigation 791 Employee Retirement Incomc Security Act 62 Nakuxalmmon V 35 Patcnt-Abbreviated New Dmg Application 40THER~STAT ES: 375 False Claims Act 376 Qui Tam (31 usc § 3729(3)) 400 State Rcapponionmcnt 4 10 Antitrust 430 Banks and Banking ’ 450 Commarce 0 Deponaliou X470 Racketeer Influenced & Corrupt Organizations 480 l" Credit ‘485 Telephone Consumer Protection Act 490 CabIeISm TV 850 Securities/Commodities/ I90 Other Contract ‘ V A r I Exchange 195 Contract Product Liability . L v 1 H L . _ ,' f 4 M ' w Pp "mm“ 890 OtherStzmno Actions 196 Franchise 440 0m.“ CMI R’gh's ”AREAS ?ORPUS 55 omeflmmigmfi“ s91 Agn‘cuxmml zts A 41 vomg 3 Allan Demmee Amons 70 Taxes (U‘S’ Plaintiff” 3 Environmental Matters ‘ 442 Emeymcm 0 Mofions lo Vacate Defendant) ‘ ‘ 210 Land Condemnation _ '443 Housing] Sentence {$1871 IRSJmird Party 26 USO . 895 icicdom ofInformauon , 220 Fereclosme Accommodations 0 General § 7609 6 Arch! h 0 Rant Lease & Ejectmem $4445 Amen \V/Disnbflifiw 5 Death Penalty 7899 A Tam“, Ed '240 Tons to Land Employmmt OTHER dmlmstm‘ uve Proc ure . . . 445 Ame, w/Disabmu'ero‘h r ‘ Act/Rcv1ew or Appeal of 5 Tort Pruduct Lmblllty “a ‘ ~ er D Mmdamus & other Agency Dccision 7.90 All Other Real Property ” Educmon 0 Civil Rights ‘0 Constimfioualiw ofSlatc 55 Prison Condition Statutes 0 Civil Dctzu'ncr Condition: of Confinement V ORIGIN (Plugs an “X" in One Box Only) Removed Rom2x2. 1 oagiml 4 Reinstated or 5 Tmnsferred fi'om ’ _ 6 Multidistx‘ict ax; 8 Maudism‘c: Pmcceding Sm: Court Appcllate Coun Reopened Another Disuict (specifi) Lifigation-Tmnsfef Litigation-Dircct File VI. CAUSE OF ACTION VII. REQUESTED IN CHECK IF THIS IS A CLASS ACTION CHECK YES only if demanged in com l int: CONIPLAINT: UNDER RULE 23, Fed. R Civ. P. JURY DEMAND: :X" Yes VIII. RELATED CASE(S), JUDGE IF ANY [See instructions): IX. DIVISIONAL ASSIGNMENT (Civil Local Rule 3-2) (Place an “X" in.0nc Box Only) SAN FRANCISCO/OAIQIAND SIGNATURE 0FATTORNEYDATE Ix SAN JOSE OF RECORD EUREKA-MCKINLEYVILLE JS-CAND 44 (rev. 07/19) Case 5:19-cv-06810 Document 1-1 Filed 10/21/19 Page 2 of 2 INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS-CAND 44 Authority For Civil Cover Sheet. The JS-CAND 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service ofpleading or other papers as required by law, except as provided by local rules of court. This form, approved in its original form by the Judicial Conference of the United States in September 1974, is required for the Clerk Of Court to initiate the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil complaint filed. The attorney filing a case should complete the form as follows: I. a) b) c) HI. IV. Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. Ifthe plaintiff or defendant is a government agency, use only the full name or standard abbreviations. Ifthe plaintifi‘ or defendant is an official within a government agency, identify first the agency and then the ofl'xcial, giving both name and title. County ofResidence. For each civil case filed, except U.S. plaintiffcases, enter the name of the county where the first listed plaintiffresides at the time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land condemnation cases, the county of residence of the “defendant” is the location of the tract of land involved.) Attorneys. Enter the firm name, address, telephone number, and attorney of record. Ifthere are several attorneys, list them on an attachment, noting in this section “(see attachment)." Jurisdiction. The basis ofjurisdiction is set forth under Federal Rule of Civil Procedure 8(a), which requires thatjurisdictions be shown in pleadings. Place an “X” in one ofthe boxes. Ifthere is more than one basis ofjurisdiction, precedence is given in the order shown below. (1.) United States plaintiff. Jurisdiction based on 28 USC §§ 1345' and 1348. Suits by agencies and officers of the United States are included here. (2) United States defendant. When the plaintiffis suing the United States, its officers or agencies, place an “X” in this box. (3) Federal Question. This refers to suits under 28 USC § 133 1, where jurisdiction arises under the Constitution of the United States, an amendment to the Constitution, an act of Congress or atreaty ofthe United States. 1n cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, and box 1 or 2 should be marked. (4) Diversitv ofcitizenshig. This refers to suits under 28 USC § 1332, where parties are citizens of differentrstates. When Box 4 is checked, the citizenship ofthe different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity cases.) Residence (citizenship) of Principal Parties. This section ofthe JS-CAND 44 is to be completed ifdiversity of citizenship was indicated above. Mark this section for each principal party. Nature of Suit. Place an “X” in the appropriate box. Ifthe nature of suit cannot be determined, be sure the cause of action, in Section VI below, is sufficient to enable the deputy clerk or the statistical c1erk(s) in the Administrative Office to determine the nature of suit. If the cause fits more than one nature of suit, select the most definitive. Origin. Place an“X" in one ofthe six boxes. (l) Original Proceedings. Cases originating in the United States district courts. (2) Removed fi'om State Court. Proceedings initiated in state courts may be removed to the district courts under Titla 28 USC § I441. When the petition for removal is granted, check thisbox. (3) Remanded from Agpellate Court. Check this box for cases remanded to the district court for further action. Use the date ofremand as the filing date. (4) Reinstated or Reogened. Check this box for cases reinstated or reopened 1n the district court, Use the reopening date as the filing date. (S) Transferred from Another District. For cases transferred under Title 28 USC § 1404(a). Do not use this for within district transfers or multidistrict litigation transfers. (6) Multidistrict Litigation Transfer. Check this box when a multidistrict case is transferred into the district under authority of Title 28 USC § 1407. When this box is checked, do not check (5) above. (8) Multidistrict Litigation Direct File. Check this box when a multidistrict litigation case is‘ filed in the same district as the MasterMDL docket. Please note that there is no Origin Code 7. Origin Code 7 was used for historical records and is no longer relevant due to changes in statute. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description ofthe cause. Do not cite jurisdictional statutes unless diversity. Example: U.S. Civil Statute: 47 USC § 553. BriefD’escription: Unauthorized reception of cable service. . Requested in Complaint. Class Action. Place an “X” in this box ifyou are filing a class action under Federal Rule of Civil Proeedure 23. VIII. Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction. Jurv Demand. Check the appropriate box to indicate whether or not a jury is being demanded. Related Cases. This section ofthe JS-CAND 44 is used to identify related pending cases, if any. Ifthere are related pending cases, insert the docket numbers and the correspondingjudge names for such cases. Divisional Assignment. Ifthe Nature of Suit isv under Property Rights or Prisoner Petitions or the matter is a Securities Class Action, leave this section blank For all other cases, identify the divisional venue according to Civil Local Rule 3-2: “the county in which a substantial part of'the events or omissions which give rise to the claim occurred or in which a substantial part ofthe property that is the subject of the action is situated.” Date and Attorney Signature. Date and sign the civil cover sheet. Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CASE NAME: Ambercroft Trading, et a1. v. Mikhail Kokorich, et a1. ACTION NO.: 19CV352624 PROOF OF SERVICE METHOD OF SERVICE E First Class Mail D Facsimile D Messenger Service D Overnight Delivery D E-Mail/Electronic Delivery 1. At the time of service I was over 18 years of age and not a party to this action. 2. My business address is 1001 Marshall Street, Suite 500, Redwood City, CA 94063-2052, County 0f San Mateo. 3. On October 21, 2019, I served the following documents: DEFENDANTS CHRIS BIDDY, ASTRO DIGITAL US, INC., AND ASTRO DIGITAL, INC.’S NOTICE OF REMOVAL OF CIVIL ACTION TO UNITED STATES DISTRICT COURT PURSUANT T0 28 U.S.C. §§ 1331 AND 1441(a) [FEDERAL QUESTION JURISDICTION] 4. I served the documents on the persons at the address below (along with their fax numbers and/or email addresses if service was by fax or email): Oleg (Alex) Stoylar Attorneys for Plaintiffs Donald A. Miller Jennifer Jason Telephone: 3 10-282-2000 LOEB & LOEB LLP Facsimile: 310-282-2200 10100 Santa Monica Blvd. Suite 2200 Email: astolyar@loeb.com Los Angeles, CA 90067 dmiller@loeb.com jjason@loeb.com Sharon Z. Weiss Attorneys for Defendant Mikhail Richard C. Ochoa Kokorich and Liudmila Kokorich Ashlee C. Difuntorum BRYAN CAVE LEIGHTOIN PAISNER LLP Telephone: 3 1 0-576-2 1 00 120 Broadway, Suite 300 Facsimile: 3 10-576-2200 Santa Monica, CA 90401 Email: Sharon.weiss@bc1plaw.com rcoch0a@bclplaw.com ashlee.difuntorum@bclplaw.com 5. I served the documents by the following means: a. By United States mail: I enclosed the documents in a sealed envelope or package addressed t0 the persons at the addresses specified in item 4 and placed the envelope for collection and mailing, following our ordinary business practices. I am readily familiar with this business’s practice for collecting and processing correspondence for mailing. On the same day that correspondence is placed for collection and mailing, it is deposited in the ordinary course 0f 48 I 0-5754-2570‘1 PROOF 0F SERVICE Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 business with the United States Postal Service, in a sealed envelope with postage fully prepaid at the address listed in Paragraph 2 above. b. D By overnight delivery: I enclosed the documents in an envelope or package provided by an overnight delivery carrier and addressed to the persons at the addresses in item 4. I placed the envelope or package for collection and overnight delivery at an office or a regularly utilized drop box 0f the overnight delivery carrier. c. D By messenger: I served the documents by placing them in an envelope 0r package addressed to the persons at the addresses listed in item 4 and providing them to a messenger for serv1ce. d. D By fax transmission: Based on an agreement between the parties and in conformance with Rule 2.306, and/or as a courtesy, I faxed the documents to the persons at the fax numbers listed in item 4. No error was reported by the fax machine that I used. e. U By email 0r electronic transmission: Based on an agreement between the parties and/or as a courtesy, I sent the documents t0 the persons at the email addresses listed in item 4. I did not receive, within a reasonable time after the transmission, any electronic message 0r other indication that the transmission was unsuccessful. I declare under penalty 0f perjury under the laws 0f the State of California that the foregoing is true and correct. Date: October 21, 2019 Bella Wu W0&1 Type Name ?gnature 4810-5754-2570.l _ 2 _ PROOF OF SERVICE