Attorneys For Plaintiffs and Cross-Defendants William B. Pitt and Mondo Bongo, LLC

1 WACHTELL, LIPTON, ROSEN & KATZ
Jonathan M. Moses (admitted pro hac vice)

2 Adam L. Goodman (admitted pro hac vice)
Jessica L. Layden (admitted pro hac vice)
3 Ioannis D. Drivas (pro hac vice application forthcoming)
51 West 52nd Street
4 New York, NY 10019
Electronically Received 04/08/2024 09:32 PM
Telephone: (212) 403-1000

5 Facsimile: (212) 403-2000
6 BIRD, MARELLA, RHOW,

LINCENBERG, DROOKS & NESSIM, LLP
7 John V. Berlinski (State Bar No. 208537)
jberlinski@birdmarella.com
8 Julia B. Cherlow (State Bar No. 290538)
jcherlow@birdmarella.com
9 1875 Century Park East, 23rd Floor
Los Angeles, CA 90067
10 Telephone: (310) 201-2100
Facsimile: (310) 201-2110
11
Attorneys for Plaintiffs and Cross-Defendants
12 William B. Pitt and Mondo Bongo, LLC
13 SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES, CENTRAL DISTRICT
14 WILLIAM B. PITT, an individual, and Case No. 22STCV06081
MONDO BONGO, LLC, a California
15 THIRD AMENDED COMPLAINT FOR:
limited liability company,
16 Plaintiffs, (1) BREACH OF IMPLIED-IN-FACT
CONTRACT;
17 v. (2) BREACH OF QUASI-CONTRACT,
PLEADED IN THE ALTERNATIVE;
18 ANGELINA JOLIE, an individual, (3) & (4) BREACH OF IMPLIED COVENANT
OF GOOD FAITH AND FAIR DEALING;
19 NOUVEL, LLC, a California limited (6) TORTIOUS INTERFERENCE WITH
liability company, YURI SHEFLER, an CONTRACTUAL RELATIONS,
20 individual, ALEXEY OLIYNIK, an PLEADED IN THE ALTERNATIVE;
individual, TENUTE DEL MONDO B.V., (7) & (8) TORTIOUS INTERFERENCE WITH
21 a Netherlands private limited company, CONTRACTUAL RELATIONS; and
and ROES 1-10, (9) TORTIOUS INTERFERENCE WITH
22 PROSPECTIVE BUSINESS RELATIONS
Defendants. DEMAND FOR JURY TRIAL
23
Judge: Hon. Lia Martin
24 Dept.: 3
25 and RELATED CROSS-ACTIONS.
26
27
28
PLAINTIFFS’ THIRD 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 Third
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, TENUTE DEL MONDO B.V., a Netherlands private limited company, and ROES
7 1-10, pleading as follows:
8 INTRODUCTION
9 1. In 2008, Brad Pitt and Angelina Jolie purchased a controlling interest in Château
10 Miraval S.A., a French entity comprising a home and vineyard in the south of France. Pitt and
11 Jolie purchased the château as a home to share with their children and the vineyard as a family
12 business. As reflected by their conduct and statements to one another over time, Pitt and Jolie
13 agreed that they would hold Miraval together and, if the time came, that they would sell their
14 interests separately only with the other’s consent. As Jolie said to Pitt referencing Miraval,
15 “I agree it all has to go if it goes.”
16 2. Pitt and Jolie owned their interests in Miraval through their respective California
17 limited liability companies, Mondo Bongo and Nouvel. Jolie created Nouvel for that sole
18 purpose. Consistent with Pitt and Jolie’s agreement to hold Miraval together, Mondo Bongo and
19 Nouvel also entered into a written agreement in 2013 to give each other a right of first refusal
20 over any sale of their respective interests in Miraval. The written agreement also precluded
21 Mondo Bongo and Nouvel from selling their interests without the other’s consent.
22 3. The couple spent the holidays at Miraval with their children and were married
23 there in 2014. Meanwhile, the family business became Pitt’s passion—and a profitable one. In
24 2013, Pitt teamed up with Marc Perrin of the esteemed Perrin French winemaking family. Pitt
25 and Perrin shared a joint vision for Miraval. Together they would create one of the first high-end
26 rosé wines, branded as a family-owned, family-run French wine business. That strategy met
27 with success. Under Pitt’s and Perrin’s stewardship, Miraval has grown into a multimillion-
28 dollar global business and one of the world’s most highly regarded makers of rosé wine.
2
1 4. Jolie, though supportive of Pitt’s efforts on behalf of the family, did none of the
2 work necessary for Miraval’s success. Instead, she stood by as Pitt invested money and sweat
3 equity into the home and business in reliance on her promise to hold Miraval together, as well as
4 the contractual rights her holding company Nouvel owed his. Even after the couple separated in
5 2016, she reassured Pitt that she still saw Miraval as “an investment and business [their children]
6 will inherit.” And if they ever sold Miraval together or if Pitt bought her out, she promised: “I
7 leave with what I put in and nothing additional.” Jolie recognized this meant that—despite their
8 nominal 50-50 interest in Miraval—a 68-32 allocation of proceeds between Pitt and herself
9 would be fair. At that time, Pitt had already invested nearly $50 million more than Jolie in
10 Miraval. And based on Jolie’s promises, Pitt continued to invest his time and money in the wine
11 business.
12 5. By 2019, Pitt and Jolie were finalizing their divorce, and Jolie wanted out of
13 Miraval. In recognition of the contractual rights she and Nouvel owed Pitt and Mondo Bongo,
14 and the promises she made Pitt even after their separation, Jolie acknowledged that there were
15 only “two ways forward.” Pitt and Jolie could sell Miraval jointly, or Pitt could buy her out.
16 The former couple thus began exclusive buyout negotiations.
17 6. But in the summer of 2021, amid a heated child custody dispute with Pitt, Jolie
18 terminated those discussions and secretly purported to sell a 50% stake in the family home and
19 family business to Tenute del Mondo. Tenute del Mondo is part of the Russia-affiliated spirits
20 conglomerate Stoli, which is owned and controlled by billionaire Yuri Shefler. Shefler, who has
21 been designated as an “oligarch in the Russian Federation” by the U.S. Treasury Department,
22 had previously sought to buy Miraval, and Pitt had turned him down.
23 7. Pitt learned of Jolie’s putative sale to Stoli by way of a press release announcing
24 that Stoli was “thrilled to have a position alongside Brad Pitt as curators” of Miraval rosé. That
25 was by design: Jolie collaborated in secret with Shefler and his associates to pursue and then
26 consummate the purported sale, ensuring that Pitt would be kept in the dark as Stoli and Jolie
27 knowingly violated Pitt’s and Mondo Bongo’s contractual rights and forced a stranger into Pitt’s
28 family home.
3
1 8. Through her putative sale to Shefler and his Stoli affiliate, Jolie sought to seize
2 profits she had not earned and returns on an investment she did not make. Jolie also sought to
3 inflict harm on Pitt. Jolie knew that Pitt would object to Stoli as an owner of Miraval and that
4 Shefler and his affiliates would try to interfere in the home and business Pitt built and disrupt its
5 successful strategy as a family-owned and family-operated French vineyard.
6 9. And that is exactly what Shefler and his affiliates have done. Since claiming to
7 acquire Jolie’s interest in Miraval, Stoli has attempted a hostile takeover of the wine business—
8 destabilizing Miraval and its parent entity’s operations, seeking access to Miraval’s confidential
9 and proprietary information for the benefit of Shefler’s competing enterprise, and trying to tear
10 apart the winemaking partnership between the Pitt and Perrin families that is at the heart of
11 Miraval and key to its success.
12 10. Worse, Miraval’s association with Shefler and Stoli poses an existential threat to
13 the business. Shefler’s Russia-affiliated spirits conglomerate has been the subject of repeated
14 boycotts in connection with Vladimir Putin’s invasion of Ukraine and homophobic legislative
15 agenda. While Shefler may be seeking to launder his reputation by forcing a partnership with
16 one of the world’s most well-known and popular actors, affiliation with Shefler and Stoli
17 jeopardizes the reputation of the business that Pitt so carefully built with Perrin and with which
18 Pitt has so closely and carefully associated himself and his image.
19 11. All of this is the direct result of Stoli’s and Jolie’s secretive, unlawful, and
20 tortious conduct and that of others acting with them. In violation of Pitt’s and Mondo Bongo’s
21 contractual rights, Stoli and Jolie have sought to force Pitt into a partnership with a stranger, and,
22 worse yet, a stranger with poisonous associations and intentions.
23 12. The purported sale is unlawful on the multiple grounds set out below. The
24 purported sale breaches the contractual agreement between Jolie and Pitt to hold Miraval
25 together and not sell their interests separately without the other’s consent, which formed the
26 foundation of the couple’s continued, and unequal, investment in Miraval over time. The
27 purported sale violates the written contract between the holding entities through which Pitt and
28 Jolie owned their respective investments in Miraval for nearly 15 years, which provided each
4
1 entity a right of first refusal over the other’s interest in Miraval. The purported sale disrupts
2 Pitt’s right to enjoy the home he established for his family. And the purported sale tortiously
3 interferes with Pitt’s and Mondo Bongo’s contractual rights, as well as with Pitt’s winemaking
4 partnership with Perrin, upon which Miraval was built.
5 THE PARTIES
6 13. Plaintiff William B. Pitt is an individual residing in Los Angeles, California.
7 14. Plaintiff Mondo Bongo, LLC is a limited liability company organized and existing
8 under the laws of California. Pitt is the sole member of Mondo Bongo, holding 100% of its
9 membership interest.
10 15. Defendant Angelina Jolie is an individual residing in Los Angeles, California.
11 16. Defendant Nouvel, LLC is a limited liability company organized and existing
12 under the laws of California. Jolie formed Nouvel for the sole purpose of purchasing and
13 holding shares in the parent entity of Miraval. Prior to her purported sale of Nouvel, Jolie was
14 the sole member of Nouvel and held 100% of its membership interest. Also prior to Jolie’s
15 purported sale of Nouvel, Jolie’s business manager, Terry Bird, served as the secretary and
16 manager of Nouvel.
17 17. Defendant Yuri Shefler is an individual who purports to reside in Switzerland.
18 Shefler is the ultimate beneficial owner of SPI Group Holding Limited (“SPI Group Limited”),
19 Tenute del Mondo, and Nouvel.
20 18. Defendant Alexey Oliynik is an individual residing in Switzerland. Oliynik is a
21 purported manager of Nouvel, a director of SPI Group Limited, and a longtime associate of
22 Shefler.
23 19. Defendant Tenute del Mondo is a private limited company organized and existing
24 under the laws of the Netherlands, the purported member of Nouvel, and a subsidiary of SPI
25 Group Limited. Tenute del Mondo, Shefler, and Oliynik are referred to herein as the “Stoli
26 Parties.”
27 20. The names and capacities, whether individual, corporate, or otherwise, of
28 Defendants named herein as Roes 1 through 10, inclusive, are unknown to Plaintiffs. Plaintiffs
5
1 therefore sue said Defendants by fictitious names. Plaintiffs will amend this Third Amended
2 Complaint to substitute the true names and capacities of such Roes when they have been
3 ascertained.
4 JURISDICTION AND VENUE
5 21. This Court has personal jurisdiction over Jolie pursuant to California Code of
6 Civil Procedure § 410.10, because she conducted business in, is a resident of, and/or committed
7 the acts alleged herein in California.
8 22. This Court has personal jurisdiction over Nouvel pursuant to California Code of
9 Civil Procedure § 410.10, because Nouvel is a limited liability company organized and existing
10 under the laws of California with its principal place of business in California, and/or because it
11 committed the acts alleged herein in California.
12 23. This Court has personal jurisdiction over Shefler pursuant to California Code of
13 Civil Procedure § 410.10, because he has the requisite minimum contacts with California.
14 Shefler purposefully availed himself of the forum, and Plaintiffs’ causes of action arise out of or
15 relate to Shefler’s forum-related contacts.
16 24. This Court has personal jurisdiction over Oliynik pursuant to California Code of
17 Civil Procedure § 410.10, because he has the requisite minimum contacts with California.
18 Oliynik purposefully availed himself of the forum, and Plaintiffs’ causes of action arise out of or
19 relate to Oliynik’s forum-related contacts.
20 25. This Court has personal jurisdiction over Tenute del Mondo pursuant to
21 California Code of Civil Procedure § 410.10, because it exercises continual and pervasive
22 control of its agent and direct subsidiary Nouvel—a California LLC—and because it has the
23 requisite minimum contacts with California. Tenute del Mondo purposefully availed itself of the
24 forum, and Plaintiffs’ causes of action arise out of or relate to Tenute del Mondo’s forum-related
25 contacts. Tenute del Mondo voluntarily submitted to this Court’s jurisdiction in connection with
26 this action.
27 26. Venue is proper pursuant to California Code of Civil Procedure § 395(a), because
28 Jolie resides in the County of Los Angeles, California.
6
1 27. This Court has subject matter jurisdiction over this action because Plaintiffs assert
2 claims under California law and the amount in controversy exceeds this Court’s jurisdictional
3 minimum.
4 28. The bases for the Court’s personal jurisdiction over the foreign defendants include
5 but are not limited to the following:
6 a. Tenute del Mondo purported to purchase Nouvel (a California entity) from Jolie
7 (a California resident), for the purpose of the Stoli Parties’ entering into a long-term business
8 relationship with Pitt (another California resident) and leveraging his worldwide fame. Tenute
9 del Mondo made this purported purchase following months-long negotiations that began in
10 March 2021, when the Stoli Parties’ representatives directly contacted Jolie’s California counsel.
11 b. Shefler—the founder and ultimate controller of the Stoli empire, including Tenute
12 del Mondo—personally participated in the negotiations for the purchase of Nouvel. While
13 Shefler has represented in court filings in this action that he “did not participate in the
14 negotiations . . . concerning the sale of Nouvel,” and that his “relationship with Nouvel” is
15 “highly attenuated” and “separated by multiple levels of corporate subsidiaries,” Stoli’s
16 document production shows this to be untrue. For instance, documents produced by the Stoli
17 Parties indicate that a bank relied on Shefler’s personal accounts and assets held at the bank in
18 agreeing to issue a guarantee letter in connection with the purported transaction and addressed
19 related correspondence to Shefler personally.
20 c. Shefler’s numerous letters to Jolie (a California resident) further confirm Shefler’s
21 personal participation in the deal and the fiction of his representation that his relationship to
22 Nouvel is “highly attenuated.” In July 2021, Shefler thanked Jolie for accepting his offer to
23 purchase her stake in Miraval. As he put it to Jolie: “[T]hank you for your trust in me & my
24 company, and accepting my offer made in regards to sale of Miraval.” And in September 2021,
25 shortly before the purported deal closed, Shefler reached out to Jolie again, this time thanking
26 her “for [her] willingness to assist in resolving potential issues with [Pitt]” and expressing regret
27 that their “unique transaction . . . is not as straight forward as we would all like.” Even after the
28 deal closed, Shefler continued sending letters to Jolie concerning the purported transaction, at
7
1 one point asking her to consider extending “the remaining payments [he owed Jolie] for couple
2 of months [sic], which would really help my company.” After a back-and-forth through their
3 representatives, Shefler and Jolie came to an agreement to extend certain payments. Shefler has
4 also sent communications to Pitt, in turn threatening him and in turn expressing a fervent desire
5 to partner with him.
6 d. Oliynik, as Shefler’s right-hand man and a director of SPI Group Limited,
7 spearheaded the Stoli Parties’ negotiations with Jolie and Nouvel, including by communicating
8 directly with Jolie’s California-based business manager, Bird, who advised Jolie during the
9 negotiations. Oliynik also communicated with Stoli’s California-based lawyers at Stoel Rives,
10 LLP—the California law firm that the Stoli Parties retained as deal counsel for their purported
11 purchase of Nouvel.
12 e. During the negotiations, the Stoli Parties required Jolie (a Californian) to petition
13 the California Superior Court overseeing her divorce proceedings with Pitt to lift automatic
14 temporary restraining orders (“ATROs”) that prevented her from selling her assets, including
15 Nouvel (her California LLC). The Stoli Parties conditioned their purported acquisition of
16 Nouvel on the lifting of the ATROs by the California courts, as reflected in transaction
17 agreements between Jolie and the Stoli Parties. Jolie’s deal counsel affirmed in a declaration
18 submitted to the California Superior Court that Jolie sought this relief for the purpose of
19 facilitating her negotiations with a third-party buyer and her eventual purported sale of Nouvel.
20 (Pitt, in good faith, agreed to stipulate to the lifting of the ATROs, but explicitly stated that he
21 did “not consent[]” to the sale of Nouvel—an assertion of Pitt’s rights that Stoli and Jolie
22 ignored.) Among other things, by leveraging a California court to advance their negotiations,
23 and by conditioning the transaction on the actions of that court, the Stoli Parties intentionally
24 directed their conduct toward California.
25 f. The transaction agreements between the Stoli Parties and Jolie, by which the Stoli
26 Parties consummated their purported purchase of Nouvel, further demonstrate the Stoli Parties’
27 connection to the California forum. Under both the Exclusivity Agreement that Tenute del
28 Mondo and Jolie entered on July 9, 2021 (the “Exclusivity Agreement”), and the Membership
8
1 Interest Purchase Agreement they entered on September 24, 2021 (the “Purchase Agreement”),
2 Tenute del Mondo submitted to the “exclusive[]” jurisdiction of the California courts and for the
3 parties’ disputes to be “governed by and construed in accordance with” California law.
4 See Purchase Agreement § 9.11; Exclusivity Agreement § 11. In fact, early drafts of the
5 Purchase Agreement indicate that it was the Stoli Parties that insisted the agreement be governed
6 by California law, rejecting Jolie’s repeated suggestions that Delaware or New York law apply.
7 g. The Stoli Parties also have secured ongoing contractual benefits from Jolie, a
8 California resident, through the Purchase Agreement. Under its terms, Tenute del Mondo—and
9 the other Stoli Parties and their affiliates—are entitled to indemnification from Jolie for “all
10 Losses” resulting from “any Liability of [Nouvel]” resulting from breaches of key
11 representations and warranties, including Jolie’s authority to sell Nouvel, for three years after the
12 closing of the purported deal. See Purchase Agreement § 7.2(a). Jolie is also required to
13 “assist[]” Tenute del Mondo after the closing to “implement the transactions” to which the
14 parties agreed—in other words, to assist Tenute del Mondo in rebuffing any challenges to the
15 deal. Id. § 5.4. The Stoli Parties’ contractual relationship with Jolie in connection with their
16 purported purchase of Nouvel is also ongoing pursuant to an addendum to the Purchase
17 Agreement, which requires Jolie to cooperate with the Stoli Parties and to bear the cost of certain
18 attorneys’ fees incurred in connection with ongoing litigation between Mondo Bongo and
19 Stoli-controlled Nouvel in Europe. See Addendum to Purchase Agreement dated September 27,
20 2021 (the “First Addendum”) § 2. Moreover, in connection with the European litigation, the
21 Stoli Parties, including Oliynik personally, were granted access to files of California-based Bird,
22 and they secured a declaration from Jolie (executed in Los Angeles, California).
23 h. The Stoli Parties have continued to avail themselves of the California forum since
24 purportedly purchasing Nouvel. Upon announcing the purported transaction, the Stoli Parties
25 issued a press release touting their relationship with Pitt, a California-based Hollywood movie
26 star, and a senior executive of Stoli boasted of its “partnership” with Pitt in a leading wine
27 publication. Thus, in addition to forcing their way into Pitt’s family business, the Stoli Parties
28 are seeking to benefit from affiliation with Pitt’s fame, without Pitt’s consent.
9
1 i. In addition, since closing the purported transaction, the Stoli Parties, including
2 Tenute del Mondo, promptly installed Oliynik as manager of Nouvel. Oliynik holds himself out
3 as the effective CEO of this California LLC. In that capacity, Oliynik has directed Nouvel’s
4 conduct on behalf of Shefler, himself, and Tenute del Mondo, including their efforts to force
5 their way into the management of Miraval and to disrupt Pitt’s and Mondo Bongo’s business
6 interests. These individuals and entities have leveraged Nouvel to attempt a hostile takeover of
7 Miraval. In so doing, they use Nouvel as a mere instrumentality through which they act, rather
8 than treat Nouvel as an independent corporate entity. Nouvel is a California LLC and thus all of
9 its conduct in this regard emanates from the State of California.
10 j. The Stoli Parties have even admitted that they dominate and control Nouvel. In
11 Nouvel’s Cross-Complaint in this very action, the Stoli Parties (through Nouvel) alleged that
12 they used Nouvel to seek the assistance of yet another California court, boasting that “the Stoli
13 Group has . . . cause[d] Nouvel to seek . . . permission to obtain documents” from Pitt, Mondo
14 Bongo, and Warren Grant, Pitt’s business manager, pursuant to a subpoena before a California
15 federal court for use in European litigation.
16 29. In sum, the Stoli Parties purchased a California LLC (Nouvel) from a Californian
17 (Jolie), for the purpose of doing business with another Californian (Pitt) and another California
18 LLC (Mondo Bongo). In so doing, the Stoli Parties relied on California deal counsel (Stoel
19 Rives), sought the relief or assistance of multiple California courts, and insisted on a California
20 forum to resolve any disputes. And the Stoli Parties continue to act through Nouvel, i.e., their
21 California LLC, in their ongoing effort to control Miraval and interfere in the interests of Pitt and
22 Mondo Bongo. The Stoli Parties have availed themselves of the benefits of the California forum
23 and are subject to jurisdiction before this Court.
24 FACTUAL BACKGROUND
25 A. Pitt and Jolie acquire Miraval.

26 30. Château Miraval S.A. is a French company that owns a residential property and
27 vineyard located in Correns, France. When Pitt and Jolie first became interested in purchasing
28 Miraval in 2008, Château Miraval S.A. was owned by Quimicum S.A. (“Quimicum”), a
10
1 Luxembourg limited liability company. Quimicum and Miraval were then owned by a hobbyist
2 who operated a small, unprofitable wine business on the estate. (In this complaint, “Miraval”
3 refers to both the Château Miraval estate, where Pitt and Jolie were married in 2014, and its
4 associated wine business.)
5 31. To effectuate their acquisition of Miraval in 2008, Pitt and Jolie each established a
6 California limited liability company. Pitt named his entity “Mondo Bongo” after a song featured
7 in Mr. and Mrs. Smith, the film that Pitt and Jolie were making when they met. Jolie named her
8 entity “Nouvel,” the middle name of one of the couple’s children. Jolie formed Nouvel for the
9 sole purpose of holding her interest in Quimicum (and, indirectly, Miraval) and nothing else.
10 32. Through Mondo Bongo, Pitt paid roughly €15 million to acquire 600 shares of
11 Quimicum, constituting an indirect 60% ownership interest in Château Miraval S.A. Through
12 Nouvel, Jolie paid roughly €10 million to acquire 400 shares of Quimicum, constituting an
13 indirect 40% ownership interest in Château Miraval S.A. Pitt and Jolie subsequently leased the
14 estate for appropriate consideration from Château Miraval S.A.
15 B. Pitt takes the lead on developing Miraval’s grounds and building the business.
16 33. When Pitt and Jolie purchased Miraval in 2008, they envisioned that it would
17 serve as a private home for the couple and their family, and that Pitt could develop its vineyard
18 into a successful, family-owned wine business for the long-term benefit of Pitt, Jolie, and their
19 children. As Jolie put it: They bought Miraval “as a family, for our family,” and “intended it to
20 be a family business.”
21 34. From the time of the acquisition, the couple agreed that Miraval was in need of
22 renovation, particularly if the grounds were to support a viable wine business and serve as the
23 flagship property used to advertise and promote that business. As Jolie has publicly
24 acknowledged, it was Pitt who “took responsibility for the architecture and renovation of
25 Miraval”; Miraval “was [Pitt’s] passion.” Indeed, in this very action, Nouvel has stated that
26 “[b]y agreement, . . . [o]versight of the couple’s investment in Chateau Miraval was left in the
27 hands of Pitt.”
28
11
1 35. While Pitt had been led to believe in the run-up to the purchase that the existing
2 wine business on the estate could pay for itself, that was not true. The business was losing
3 money each year. Initially, Pitt and Jolie determined that they would invest in Miraval, through
4 loans through Quimicum, on a pro rata basis reflecting their respective 60-40 ownership interest.
5 But in 2013, in the midst of renovations, Jolie stopped contributing. Jolie’s business manager
6 explained Jolie’s reasoning: “Although Angie is very excited and pleased about the changes to
7 the property and knows that Miraval is going to be a beautiful home for their family,” her
8 decision to direct films (instead of act) left her unable to afford further contributions.
9 36. Thus, as both Pitt and Jolie—by then engaged to be married—recognized, unless
10 Pitt continued to finance the development of Miraval, the couple’s plan for their family estate
11 and business would be derailed.
12 37. By late 2016, Pitt had invested nearly $50 million more in Miraval than had Jolie.
13 This meant that Pitt had funded roughly 70% of the couple’s investment, while Jolie had funded
14 the remaining 30%. These percentages and amounts were reflected in accounts that Jolie’s
15 business manager would later send to Pitt.
16 38. In making these investments, Pitt was assured—based on, among other things, the
17 couple’s years-long relationship and marriage, their joint vision for Miraval as a family-owned
18 and operated business, her assurances to him that she shared that vision and would not disrupt it,
19 Pitt’s transformation of the estate into a private residence for the family, and Jolie’s willingness
20 to allow him to invest in a manner far disproportionate to his relative ownership share—that, as a
21 matter of mutual and binding commitment, the couple would hold Miraval together, and that, if
22 the time ever came, neither could or would dispose of his or her interest separately without the
23 other’s consent.
24 39. For many years, Jolie honored that commitment. As Jolie assured Pitt while he
25 continued to make these disproportionate investments even after their separation, “All of Miraval
26 is based on an event we both say won’t happen”—i.e., a sale of Miraval away from the family.
27 40. Pitt would not have made these investments but for the rights Jolie owed him and
28 these promises she made him.
12
C. Mondo Bongo and Nouvel reincorporate Quimicum as a private LLC and
1 agree to substantial transfer restrictions on the sale of Quimicum shares.
2
3 41. Pitt also made these investments in Miraval in reliance on the written contractual
4 rights that ran between Mondo Bongo and Nouvel. Several months before Jolie announced that
5 she would cease investing in Miraval, Mondo Bongo and Nouvel converted Quimicum S.A.—
6 the Luxembourgish entity through which Pitt and Jolie held their downstream interests in
7 Miraval—into a private limited liability company, renamed Quimicum S.à r.l. In contrast to an
8 S.A. (société anonyme), an s.à r.l. (société à responsabilité limitée) is the Luxembourgish
9 business entity that is commonly used for private family businesses.
10 42. To effect this conversion, on March 25, 2013, Mondo Bongo and Nouvel agreed
11 to the Quimicum Articles of Association (the “Quimicum Articles”), see Ex. 1—a separate (but
12 consistent) agreement from the commitment Pitt and Jolie made with each other directly—which
13 significantly restricted the transfer of Nouvel’s or Mondo Bongo’s Quimicum shares (i.e., their
14 interests in Miraval) (the “Quimicum Transfer Restrictions”). Section 5.4.3 of the Quimicum
15 Articles prohibits the transfer of Quimicum shares “inter vivos to non-shareholders” without the
16 approval of 75% of shareholders.
17 43. Through Article 13, the Quimicum Articles also incorporate by reference a
18 Luxembourg statute, Article 710-12 of the Law of 10 August 1915, which supplements
19 Section 5.4.3 of the Quimicum Articles. Under Article 710-12, if a Quimicum shareholder
20 rejects the proposed transfer of shares to a third party, the shareholder may either purchase the
21 shares on the same terms offered to the third party or cause Quimicum to buy back the shares.
22 The incorporation into the contract of the statute thus supplies Quimicum’s shareholders an
23 enhanced right of first refusal.
24 44. Because Nouvel did not hold 75% of Quimicum (and by extension Miraval), the
25 Quimicum Transfer Restrictions imposed a contractual obligation on Nouvel to obtain Mondo
26 Bongo’s consent before transferring Nouvel’s shares in Quimicum (and thus its interest in
27 Miraval) to a third party. If Mondo Bongo were to object to the transfer, the Quimicum Transfer
28
13
1 Restrictions allowed Mondo Bongo to exercise its right of first refusal or cause Quimicum to
2 repurchase Nouvel’s shares of Quimicum (and so, its stake in Miraval).
3 45. Thus, while Pitt did not seek a written “buy / sell” agreement when he and Jolie
4 first acquired Miraval in 2008 based on his belief that a written agreement predetermining the
5 precise terms of a future sale of the couple’s family home and family business was not
6 “necessary for two reasonable people” in a long-term relationship, the Quimicum Transfer
7 Restrictions between Mondo Bongo and Nouvel (entered the same year Miraval began its
8 partnership with Perrin, as described further below), as well as the mutual and binding
9 commitment between Pitt and Jolie directly evidenced by their conduct and statements over time,
10 ensured that each party would be protected in the event of a sale.
11 D. In December 2013, Mondo Bongo transfers 100 shares of Quimicum to

12 Nouvel for no consideration, in reliance on Pitt’s understanding with Jolie.
13 46. In December 2013, shortly before he and Jolie married, Pitt, through Mondo
14 Bongo, entered into a transaction that transferred 100 Quimicum shares (or 10% of Quimicum)
15 to Nouvel for the sum of €1, never paid, such that Mondo Bongo and Nouvel each nominally
16 held a 50% interest in Quimicum and, by extension, Miraval.
17 47. At the time of the transfer, Pitt and Jolie understood that, if they ever sold
18 Miraval, their respective proceeds from the sale would reflect their 60-40 ownership split, as
19 further adjusted for Pitt’s disproportionate investments—not their nominal 50-50 ownership
20 interests that were effected through a transaction that lacked any consideration. (For this reason,
21 the validity of the transfer is the subject of ongoing proceedings in Luxembourg, where a court
22 has ordered the disputed 10% interest to be held by a court-appointed escrow agent pending
23 resolution of the matter.)
24 48. Pitt would not have undertaken this separate transaction absent the contractual
25 relationship between the parties ensuring neither could unilaterally alienate their interest. It
26 would have made no sense for Pitt to contemplate giving up a majority position in Quimicum
27 (and thus Miraval) if Jolie could freely dispose of her stake by selling her interest in Miraval to a
28 third party without Pitt’s knowledge and consent. In accepting the 10% interest, Jolie—a
14
1 sophisticated party who, like Pitt, brought significant independent assets into the couple’s
2 relationship—further manifested her understanding of the same.
3 E. Under Pitt’s stewardship, Miraval flourishes.

4 49. By 2013, after undergoing years of renovations overseen by Pitt, the Miraval
5 estate was finally ready for the Jolie-Pitt family. Construction on the primary home and
6 auxiliary buildings was completed or nearing completion. Jolie was thrilled. As she told Pitt at
7 the end of that year: “It makes me smile . . . The way you describe our home and all the thought
8 that’s gone into it. I know in years to come our children and grandchildren will be enjoying all
9 the moments you have created for them.”
10 50. But Pitt remained dissatisfied with Miraval’s existing winemaking business. As
11 he explained to a leading wine publication, “I looked at the operation, which was absolutely fine
12 if you are making wine for your friends and neighbors. But I would see our [delivery] car pull
13 up, load two cases of wine to drive them two hours away, and be gone half a day. The business
14 model didn’t make sense to me.” Worse, the business was hemorrhaging cash.
15 51. Determined to make world-class, commercially viable wines, Pitt resolved to find
16 a business partner who was up to the task. Pitt identified Marc Perrin, one of France’s most
17 highly regarded winemakers, as a partner to reinvent Miraval’s wine business and, if the business
18 succeeded, to share in its success. Perrin’s business entity, Familles Perrin, is family-owned, as
19 was Château Miraval S.A. Perrin was fully on board with Pitt’s family-based vision for the
20 vineyard and brand. And Jolie agreed with Pitt’s suggestion to partner with the Perrin family
21 and their plans for the business: “So exciting. Well handled my love,” she told Pitt. “Thank
22 you.”
23 52. On March 21, 2013, Château Miraval S.A. entered into a 50-50 joint venture with
24 Familles Perrin to develop a global wine business that would be associated with the Miraval
25 estate. The joint venture—named Miraval Provence—was initially set up as an SNC (société en
26 nom collectif) and was changed to an SAS (société par actions simplifiée) in August 2021. The
27 joint venture was intended to create a long-term relationship with each side sharing equally.
28
15
1 53. Pitt and Perrin viewed Miraval Provence as a partnership between families. As
2 Pitt told Perrin in an early exchange: “[W]e should always feature the idea of families.” Thus,
3 the two family names were used on some of the initial labeling on the wine’s gift boxes and
4 bottles:
10
11
12
13
54. Pitt and Perrin worked together personally to design the labels and bottles for the
14
initial Miraval Côtes de Provence brand. For instance, in late 2012 as they were gearing up to
15
launch Miraval Provence, Perrin sent Pitt an email brainstorming their options for the new labels
16
and bottles. As Perrin explained to Pitt, he wanted the joint venture to develop a bottle that could
17
be “recognize[d] . . . on the shelf of a store without doubts.” And he noted that they had an
18
opportunity to use a “very new” type of bottle that was “not used in [P]rovence (where 90% are
19
bordeaux shape bottles like the one currently used by [Château Miraval S.A.]).” That new shape,
20
Perrin remarked, would also be “very easy to pour for a sommelier,” because “it has a nice
21
‘touch’ to it.” The joint venture might also be able to create “a crest embossed in the glass of the
22
bottle as soon as this year.”
23
55. Pitt responded to Perrin: “I think it’s fantastic. But it requires the tiniest of labels
24
as shown. And nothing on the back. So the focus is on the glass and the rose. Can we get away
25
with such . . . a miniature minimalistic label? It’s bold.”
26
56. The result of this close collaboration is Miraval’s distinctive bottle and label:
27
28
16
1
10 57. The first wine developed by the joint venture, the Miraval Rosé 2012, was an
11 instant success. Its first 6,000 bottles sold out online within five hours. Wine Spectator, the
12 leading wine publication in the United States, went on to award Miraval Rosé 2012 a coveted
13 spot on its Top 100 of 2013 list—the first rosé to ever appear on the list. As Wine Spectator
14 observed, “the wine’s quality matched the hype,” scoring “an outstanding 90 points on Wine
15 Spectator’s 100-point scale”—something no rosé had ever done.
16 58. Miraval’s sales and volume grew significantly in 2014. Unable to keep Miraval’s
17 wines in stock, wine purveyors resorted to waiting lists. From the start, Pitt devoted himself to
18 his family’s new joint venture with Perrin. In a 2014 interview, Pitt described how he had
19 “learn[ed] about the land and which field is most suitable for which grape.” He recounted the
20 rhythms of the harvesting season: “Are we picking today? Where are the sugar levels? How is
21 the acidity? Is it going to rain?”
22 59. Though Jolie benefitted from Miraval’s success, she had no involvement in these
23 efforts. As Jolie herself stated in court documents, “I regarded the house as my home, and I used
24 it for meetings related to my international work.”
25 F. In September 2016, Pitt and Jolie commence divorce proceedings and, in

26 March 2017, discuss their respective equity interests in Miraval.
27 60. On September 19, 2016, Jolie filed for divorce. Discussions quickly turned to the
28 couple’s assets.
17
1 61. From March to May 2017, Pitt and Jolie, along with their respective business
2 managers, Warren Grant and Terry Bird, worked out an $8 million loan from Pitt to Jolie for the
3 purchase of Jolie’s new California home. In tandem, they discussed how to allot Pitt’s and
4 Jolie’s respective ownership interests in Miraval in the event that Pitt bought out Jolie or of a
5 joint sale. Throughout the discussions, Jolie and Bird promised Pitt that Jolie “[saw] Miraval as
6 a center point for them and their grandchildren,” and that any sale would account for Pitt’s
7 disproportionate investment.
8 62. In March and April 2017, Pitt and Jolie discussed exactly what the split would be
9 in the event of a joint sale, with Jolie at one point informing Pitt that she was amenable to a
10 68-32 split (reflecting Pitt’s and Jolie’s actual levels of investments). Jolie assured him, “I will
11 only take what I put in” and “I don’t take anything you put in in the future.” “Again,” she
12 reiterated, “I can’t imagine the day this is a reality. It’s a gift to our children in the end. It’s not
13 even ours really. It’s an investment and business they will inherit.” In May 2017, Pitt agreed to
14 provide Jolie with the $8 million loan for her new home in California.
15 63. Over the next few months, Pitt and Jolie continued to discuss how they would
16 split the proceeds in the event of a joint sale of Miraval. Throughout the course of these
17 negotiations, Jolie never questioned Pitt’s right to a large majority of the proceeds from any sale
18 or suggested that she could or would sell her interest separately without Pitt’s and Mondo
19 Bongo’s consent. To the contrary, she vowed to Pitt, “I agree it all has to go if it goes.”
20 64. Jolie also never expressed any doubts about the value of Pitt’s contributions to the
21 business, or that Miraval reflects his vision. Instead, she proposed compensating Pitt for his role
22 in overseeing the investment. As Jolie explained through Bird, Jolie did not want “to restrict
23 [Pitt] creatively,” because she “believe[d] in his design” and “trust[ed]” that his decisions would
24 “bring additional value to the property and business.” Bird conveyed this message to Pitt: Jolie
25 would not seek any “control over the renovations and enhancements to the property and
26 business.”
27 65. The 2017 discussions between Pitt and Jolie eventually stalled due to Jolie’s
28 insistence that Pitt contribute many millions of dollars to her foundation. But those discussions
18
1 reaffirmed and reinforced the parties’ mutual and binding commitment that, notwithstanding the
2 divorce proceedings, they would hold Miraval together and that neither Jolie nor Pitt would sell
3 his or her interest separately to a third party. The discussions were also consistent with the
4 Quimicum Transfer Restrictions, which imposed a contractual obligation on both Mondo Bongo
5 and Nouvel to offer the other a right of first refusal over their separate interests in Miraval.
6 G. Pitt remains committed to Miraval and continues to steward its expansion.
7 66. Thus, in ongoing reliance on his and Mondo Bongo’s rights, as well as Jolie’s
8 promises that she would not take more than she had put into Miraval, Pitt continued to devote
9 substantial attention and resources to the development of the business and the expansion of its
10 production, distribution, and sales. When Marc Perrin was asked about speculation that Pitt and
11 Jolie would sell Miraval in light of their divorce, he dismissed it, drawing on his knowledge of
12 Pitt and Jolie’s longstanding approach to Miraval and his own understanding of the partnership
13 between the Pitt and Perrin families. “The rumours about the sale of [Miraval] are false,” Perrin
14 told The Drinks Business. “It is an investment for the family and the children.”
15 67. And so Pitt and Perrin doubled down on their winemaking partnership, working
16 together to expand Miraval’s product lines. In 2019, Miraval launched a new brand—Studio by
17 Miraval—at a lower price point, which achieved millions in sales in its first year on the shelves
18 and has enjoyed tremendous sales and volume growth in the years since.
19 68. In January 2020, Miraval began partnering with Rodolphe Péters, a revered
20 champagne grower. Pitt’s idea, years in the making, was to establish the first champagne house
21 devoted exclusively to rosé champagne. In October 2020, a sub-joint venture established under
22 Miraval Provence released Fleur de Miraval, the first edition of the partnership’s rosé
23 champagne.
24 69. Interviewed about the venture, Péters explained that Pitt was “involved 200%
25 with everything.” Though Pitt “trust[ed] [Perrin and Péters] to make the wine,” he still
26 “want[ed] to know, to understand the process.” And Pitt was “involved with everything else, the
27 label, the packaging, the marketing.” Pitt also appeared in Miraval advertisements, agreeing as
28
19
1 part of the joint venture with Perrin that Miraval could use Pitt’s own name and image to
2 advance the Miraval brand, without seeking his market-rate endorsement fees.
3 70. As Miraval expanded under Pitt’s and Perrin’s stewardship, their vision for the
4 label remained the same: Miraval was a family-based business partnership between the Pitt and
5 Perrin families to create high-quality French wine. Their commitment to this strategy took on
6 even more significance over the years, as rosé wine increased in popularity and Provence-based
7 wines, like Miraval, became the acquisition targets of large spirits conglomerates. As Perrin told
8 Pitt in 2019 after a competing label came under conglomerate ownership: “[N]ow that our main
9 competitor is part of [a] huge corporation, we must reinforce our family-own[ed] / family-run
10 specificity.” Pitt agreed and encouraged Perrin to develop a “marque ombrelle” (i.e., an
11 umbrella label) for Miraval that would promote Miraval’s wines as “family made.”
12 71. Pitt and Perrin’s long-term strategy has yielded exceptional returns. The Perrin
13 family’s expertise, experience, and connections in the French winemaking world, along with its
14 investment in the business operations, have proven the perfect match for Pitt’s vision for
15 Miraval, his name recognition, and his investment in the estate that serves as its flagship
16 property. As Pitt and Perrin envisioned, the property as developed by Pitt has played a key role
17 in raising the profile of the business and its wines—only made possible by Pitt’s outsized
18 commitment of time and resources. Miraval products have come to be sold in over 65 different
19 countries. Revenues have grown rapidly since Miraval first jolted the rosé market in 2013. And
20 volume sales likewise have climbed sharply. In May 2023, Le Figaro Magazine ranked Miraval
21 first on its annual list of the most desirable vineyards in Provence, demonstrating the value of
22 those investments in the property and the business.
23 72. Pitt and Perrin—through significant financial investment and years of sweat
24 equity—have built a highly successful family-owned business. The business has
25 correspondingly grown massively in value since 2008 and is now worth hundreds of millions of
26 dollars.
27 73. Meanwhile, Jolie did not contribute to the growth of Miraval. Instead, she
28 allowed Pitt to make these investments and devote himself to the business in reliance on her
20
1 repeated promises to hold the property together with him and to never sell separately, along with
2 the separate consent and first refusal rights that Mondo Bongo possessed vis-à-vis Nouvel
3 through the Quimicum Articles.
4 74. None of Miraval’s success would have occurred if Pitt had not acted in reliance
5 on these rights.
6 H. Jolie reaffirms the parties’ contractual expectations through renewed

7 negotiations with Pitt.
8 75. As Miraval continued to grow in value, Jolie expressed renewed interest in
9 cashing out of the enterprise. Thus, in mid-2019, Pitt and Jolie resumed discussions about Jolie’s
10 potential exit from Miraval. Right out the gate, Jolie abandoned her earlier promise to “only take
11 what [she] put in.” Instead, Jolie, who now had the benefit of the $8 million loan, demanded that
12 all negotiations be based on her nominal 50% stake in Miraval. But notwithstanding this reversal
13 in position, Jolie still recognized that she could not sell her interest in Miraval without Pitt.
14 76. While Pitt disputed Jolie’s entitlement to half of Miraval (a position that Jolie
15 eventually backed down from), he was nonetheless prepared to buy Jolie out, either in whole or
16 in part, on reasonable terms.
17 77. The parties exchanged various proposals concerning the terms that would govern
18 a partial buyout. In January 2021, Jolie wrote to Pitt that she had reached a “painful decision,
19 with a heavy heart.” The partial buyout Pitt and Jolie had been negotiating—in which Pitt would
20 purchase a portion of Jolie’s stake in Miraval and Jolie would thus continue to share in future
21 appreciation of the business—was off the table. As Jolie explained, she had purchased Miraval
22 with Pitt “as a family business” and as the place where she believed they “would grow old”
23 together. But, Jolie claimed, given her personal objections, she could no longer maintain any
24 ownership position in an alcohol-based business. According to Jolie (who herself had collected
25 millions of dollars in endorsement fees from Miraval through this period), her decision was
26 prompted by Miraval’s recent ad campaign, which featured Pitt’s personal image to promote
27 Miraval rosé.
28
21
1 78. Reflecting her and Nouvel’s contractual agreements with Pitt and Mondo Bongo,
2 as well as the parties’ course of dealings and conduct to date, Jolie explained that there were
3 “two ways forward.” The first was an “outright sale” of Miraval by both Pitt and Jolie jointly.
4 In this scenario, Pitt and Jolie would jointly market Miraval to third parties. “The alternative
5 [was] . . . a complete buy out of [her] share,” by Pitt and/or Perrin, in which Jolie would sell her
6 entire stake to Pitt and/or, with Pitt’s consent, to his trusted business partner.
7 79. Jolie conveyed the same message to Perrin, explaining that she did “not wish to
8 harm the business or the families involved.” The Perrin family, she said, “have been nothing but
9 lovely.”
10 80. Neither scenario contemplated a unilateral sale by Jolie to a third party without
11 Pitt’s consent—a scenario that all recognized was impermissible under the parties’ agreements.
12 As Jolie’s counsel put it, if Pitt and Jolie could not reach a deal, Jolie would “out of necessity
13 have to remain in the business.”
14 81. Pitt, who had invested far more in Miraval than Jolie and saw it as one of his life’s
15 works, informed Jolie that he was not interested in selling to a third party but would work with
16 Perrin to acquire Jolie’s share of Miraval. Thus, through their representatives, Pitt and Perrin
17 engaged in buyout negotiations with Jolie. The contemplated transaction was structured as a sale
18 of Nouvel’s shares in Quimicum (the entity through which the couple owned Miraval), rather
19 than as a sale of Jolie’s stake in Nouvel (the entity she created to hold her stake in Quimicum).
20 By late February 2021, the negotiations progressed to a very advanced stage, and the parties even
21 reached an agreement on price: Jolie would receive $46 million upfront, an additional
22 $8.5 million over the next six years, and, at closing, repay Pitt the $7 million that she still owed
23 him on the 2017 loan he had provided for her new California home.
24 82. The parties were still finalizing terms, including the scope of a non-disparagement
25 clause, however. On April 16, 2021, counsel for Pitt and Perrin sent a letter of intent
26 summarizing the terms of the proposed transaction. The letter also included a standard non-
27 disparagement clause that covered Miraval and the “direct and indirect shareholders” of the
28 business, including Pitt and Perrin—with a clear exception for court filings and testimony. Jolie
22
1 had agreed to a non-disparagement clause “relating to the wine business.” Given Pitt’s close
2 personal association with the Miraval brand and participation in its marketing (which Jolie
3 clearly recognized in claiming that Pitt’s appearance in Miraval ads motivated her desire to exit
4 the business completely), the request was viewed as consistent with the parties’ already agreed-
5 upon terms designed to protect the business.
6 83. On May 9, 2021, Jolie’s counsel responded with changes that her counsel said
7 were intended to “mutualise[]” and “limit[] the duration” of that clause, but also eliminated the
8 attempt to protect the business by extending the clause to direct and indirect shareholders. Pitt
9 and Perrin’s counsel had no objection to mutualizing the clause, but endeavored to continue
10 negotiating its duration and its coverage of direct and indirect shareholders of the business, as
11 well as the duration of the non-compete and confidentiality clauses with which Jolie’s counsel
12 also had taken issue.
13 84. But on May 12, 2021, the private judge chosen by Pitt and Jolie to preside over
14 the couple’s custody proceedings (the very same judge who, years earlier, had officiated their
15 wedding at Miraval) issued a tentative ruling—following a months-long trial—finding that the
16 existing custody order required modification, at Pitt’s request, in the best interests of Pitt and
17 Jolie’s children. On May 13, 2021, the judge also issued a detailed report following his ruling
18 that found Jolie was not credible.
19 85. Also at this time, unbeknownst to Pitt and as set forth further below, Jolie had
20 been simultaneously and secretly negotiating with Stoli to sell her putative 50% stake in Miraval.
21 86. Thus, notwithstanding that Pitt and Jolie were on the cusp of striking a deal on a
22 buyout of Jolie’s stake in Miraval, on June 13, 2021, Jolie informed counsel handling the
23 negotiations for Pitt and Perrin through her Luxembourg attorney, Laurent Schummer, that she
24 was “stepping back from all aspects of negotiations regarding the sale of her stake in Miraval”
25 purportedly because of the “restrictive language” requested in the mutual non-disparagement
26 clause, which she claimed was “designed to limit [her] freedom to speak.”
27 87. This was clearly pretextual. Less than a year later, in connection with the former
28 couple’s divorce proceedings, Jolie, through divorce counsel, proposed an even broader
23
1 non-disparagement clause that would have provided that “[o]ther than in court pleadings or
2 testimony, neither party shall directly or through a party’s representatives make in a public forum
3 any derogatory remark about the other party.”
4 88. The mutual and standard clause proposed by counsel for Pitt and Perrin was
5 narrower; it was intended to protect the business. It read:
6 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
7
any statements, or take any other actions whatsoever, to disparage, defame, or
8 compromise the goodwill, name, brand or reputation of Miraval Provence or any
of its affiliates or direct and indirect shareholders, including Ms. Angelina Jolie,
9 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
10 Business, business relationships or goodwill of Miraval Provence, its affiliates or
its direct and indirect shareholders.
11
12 The clause also made clear that there would be no limitation on Jolie’s ability to speak in
13 connection with Pitt and Jolie’s divorce or custody proceedings. It specifically provided:
14 This commitment shall however not limit the ability, for any Party, to make any
claims, filings or testimony in any legal proceedings.
15
16 89. Additionally, Jolie had known about this request for a non-disparagement clause
17 that extended to Pitt (and Perrin), since at least April 2021, and the parties had been actively
18 discussing the term for nearly two months. (Tellingly, Jolie’s Cross-Complaint filed in this
19 action incorrectly alleges that she did not learn of this request until June 2021.)
20 90. On June 15, 2021, Jolie’s counsel informed Pitt and Perrin’s counsel that Jolie
21 was formally terminating discussions and disingenuously accused Pitt of having no intent of
22 finalizing an agreement. This assertion was without basis and contrary to the extensive
23 engagement by counsel for Pitt and Perrin in seeking to finalize the transaction: Indeed, in order
24 to fund the buyout, Perrin had secured a substantial loan on extremely favorable terms and he
25 and Pitt were eager to close the deal. All Jolie’s counsel, Schummer, could point to as grounds
26 for termination were the standard non-disparagement, non-compete, and confidentiality clauses
27 and two other newly raised, makeweight factors: (1) Pitt and Perrin’s request to make a single
28
24
1 post-closing payment of $8.5 million after four years, rather than two payments over three years
2 for the same total amount (and still shorter than the parties’ previous agreement of payment over
3 six years), and (2) Pitt and Perrin’s re-insertion of a material adverse change clause, a standard
4 term in purchase agreements that conditions a sale on the absence of unexpected material
5 changes to the business prior to closing.
6 91. Pretexts in place, Schummer concluded his letter on behalf of Jolie with a
7 disavowal of Jolie’s obligations to Pitt: “we consider ourselves free from any negotiations with
8 you,” Schummer wrote, and “free to pursue any other transactions that we would deem
9 appropriate to undertake.” That communication flatly contradicted Schummer and Jolie’s
10 written recognition only two months earlier that if Jolie did not reach an agreement with Pitt,
11 then she would “out of necessity have to remain in the business.” It was also a blatant attempt at
12 record-making—a recognition of Jolie’s and Nouvel’s respective contractual obligations to
13 obtain Pitt’s consent to any sale to a third party and to offer a right of first refusal to Mondo
14 Bongo, and an attempt to suggest that they had met those obligations. Nothing could have been
15 further from the truth.
16 I. Jolie secretly negotiates the sale of her interest in Miraval to Stoli, a

17 Russia-affiliated spirits conglomerate.
18 92. The truth, as documents recently produced in this litigation now confirm, was
19 simpler: Jolie had been secretly negotiating with a third-party buyer for a deal at a higher price.
20 And in the wake of the adverse custody ruling, she no longer wanted to sell to Pitt,
21 notwithstanding her contractual obligations and years of assurances to him.
22 93. Jolie’s buyer was Stoli, a Russia-affiliated spirits conglomerate famous for its
23 Stolichnaya vodka and controlled by Russian oligarch Yuri Shefler. Shefler’s control over the
24 Stoli empire is absolute.
25 94. Shefler’s interest in Miraval was longstanding. Back in October 2016, Shefler,
26 through Tenute del Mondo (Stoli’s wine-focused subsidiary), had immediately seized on news of
27 Pitt and Jolie’s September 2016 divorce filing to make a bid for the property and wine business.
28 At that time, Tenute del Mondo, with Shefler’s backing, formally offered €60 million for
25
1 Château Miraval S.A. Shefler also personally offered a bizarre sweetener for Pitt: a €50 million
2 private jet on “very attractive terms,” the discounted price of €23 million. Miraval officials
3 rejected the offer.
4 95. In the spring of 2021, Shefler perceived an opportunity to make a second attempt
5 to get a piece of Miraval, following public reports about the acrimonious custody trial between
6 Pitt and Jolie. Thus, in early April 2021, Shefler’s associates contacted Château Miraval S.A.’s
7 CEO, who agreed to meet with them in May 2021. Following this meeting, Pitt confirmed that
8 he had no interest in a deal with Shefler. Château Miraval S.A.’s CEO, aware of Pitt’s and
9 Mondo Bongo’s contractual consent and first refusal rights concerning any third-party sale,
10 informed Shefler’s affiliates that no deal could be done.
11 96. Meanwhile, seeking to exploit this difficult and emotional period for the couple,
12 Shefler’s representatives also had been secretly in touch with Jolie. While Jolie’s Cross-
13 Complaint alleges that she only became “receptive” to a third-party sale in May 2021, Jolie’s
14 own document productions show this to be untrue. On March 30, 2021, a lawyer for Stoli
15 contacted Jolie’s California-based divorce lawyer to inquire whether she would be interested in
16 selling her stake in Miraval. Notwithstanding Jolie’s claimed personal objections to the alcohol
17 industry, Jolie was eager to do business with Shefler and his massive Stoli spirits conglomerate,
18 best known for its hard-liquor labels. And evidently, she had no qualms about inviting Shefler
19 (who has been designated by the U.S. government as a Russian oligarch) to share the family
20 home that Pitt built for their children’s legacy. Just two days later, on April 1, 2021, Jolie’s
21 divorce counsel responded that Jolie “may have interest” and connected Stoli to Jolie’s
22 Luxembourg-based transactional counsel. Throughout April, Jolie’s representatives had
23 numerous phone calls and even an in-person meeting with Stoli, including Oliynik personally, to
24 continue discussions on a potential deal.
25 97. On May 12, 2021—the same day the private judge in Pitt and Jolie’s custody
26 proceedings issued the tentative ruling in Pitt’s favor—Bird, as manager of Nouvel, executed the
27 Confidentiality Agreement with Tenute del Mondo (the Stoli entity that Shefler used for the
28 transaction), which required Tenute del Mondo to keep confidential even “the fact that
26
1 discussions and/or negotiations relating to the Proposed Transaction are taking place.” See
2 Confidentiality Agreement §§ 1.1, 2. Stoli and Jolie adopted the provision, because they knew
3 that Pitt and Mondo Bongo would oppose this sale.
4 98. For precisely that reason, Stoli and Jolie jointly structured the purported
5 transaction to try to circumvent the rights Nouvel owed Mondo Bongo under the Quimicum
6 Articles. While one of Stoli’s early drafts of the Confidentiality Agreement contemplated Tenute
7 del Mondo’s acquisition of either “[Nouvel] and/or some or all of its assets,” Jolie’s team
8 rejected the possibility of Tenute del Mondo’s acquisition of Nouvel’s assets (i.e., Nouvel’s
9 shares in Quimicum) following a call with Oliynik to discuss “deal structure and timing.”
10 99. Although a sale of Nouvel’s shares in Quimicum had been the structure of the sale
11 being negotiated with Pitt, the same structure plainly could not be used with Stoli. That is
12 because the Quimicum Transfer Restrictions expressly prohibited the transfer of Nouvel’s shares
13 in Quimicum, absent Mondo Bongo’s consent. And because the parties had no intention of
14 honoring the Quimicum Transfer Restrictions, from that point forward—in an effort to
15 unlawfully circumvent those Restrictions—they only contemplated a sale of Nouvel itself.
16 Given that Nouvel was created for the sole purpose of purchasing and holding Jolie’s shares in
17 Quimicum and that its only asset at the time of the purported transaction was its interest in
18 Miraval, this structure was an obvious subterfuge, which likewise breached Nouvel’s obligations.
19 100. Throughout May 2021, while Jolie was still purporting to negotiate with Pitt and
20 Perrin, Stoli and Jolie continued to negotiate in secret. Jolie’s transactional counsel even
21 provided “detailed feedback” to Stoli and its negotiators, including Oliynik, regarding what it
22 would take for Stoli to beat Pitt’s offer. Mining the information relayed by Jolie’s
23 representatives, Stoli’s negotiators prepared internal analyses of the parallel negotiations, which
24 outlined the terms of Pitt’s offer, considered the potential benefits to Jolie of accepting Pitt’s
25 offer, and strategized how to ensure that she would instead close a deal with Stoli. All of this
26 was done without Pitt’s knowledge. By the end of May 2021, Stoli and Jolie had arrived at a
27 ballpark price of $65 million for the deal—a price that was kept secret from Pitt, and which, in
28
27
1 the wake of the private judge’s ruling finding Jolie not credible, she never gave him the
2 opportunity to match.
3 101. On June 14, 2021, Jolie’s representatives and Stoli, including Oliynik, held a
4 “Miraval Kick-off” call, with Oliynik emailing himself a note afterward regarding “Miraval” and
5 a “[b]uy out right.” The very next day, Jolie’s counsel sent the record-making letter described
6 above, definitively informing Pitt that Jolie was terminating buyout discussions and stating that
7 she was finally “free to pursue any other transactions.” Stoli and Jolie then executed a second
8 Confidentiality Agreement with the same terms as the first one.
9 102. Days later, while disclosing none of this, Jolie informed Pitt through counsel that
10 she wished to lift the ATROs that had been issued at the outset of the couple’s divorce
11 proceedings. Her counsel explained to Pitt’s counsel that Jolie wanted to do so for the purpose
12 of “estate planning.” That was another lie. It was a cover for Jolie’s ongoing, secret negotiations
13 with the Stoli Parties—already memorialized through the two Confidentiality Agreements—
14 aimed at executing a vindictive and unlawful sale of Jolie’s stake in Miraval. It was only when
15 Pitt’s counsel directly asked whether Jolie was potentially seeking to sell her stake in Miraval to
16 a third party that Jolie’s counsel conceded that Jolie was in fact “exploring third party sales” and
17 threatened to move ex parte.
18 103. On June 30, 2021, at the Stoli Parties’ behest, Jolie filed an ex parte application
19 asking the divorce court to lift the ATROs so that she could sell her interest in Nouvel (whose
20 only asset was its downstream interest in Miraval). The court denied her application on the
21 ground that Jolie had failed to demonstrate there was any threat of irreparable harm, as is
22 required for ex parte relief.
23 104. Meanwhile, talks between Jolie and Tenute del Mondo—represented by Stoli
24 director Alexey Oliynik, who described himself to Jolie’s team as acting as “instructed by
25 Mr. Shefler”—continued to progress in secret. On July 9, 2021, Jolie and Tenute del Mondo
26 executed an Exclusivity Agreement, drafts of which the parties had been exchanging since May
27 12, 2021.
28
28
1 105. The Exclusivity Agreement restricted both parties from communicating with Pitt,
2 ensuring that Pitt would continue to be kept in the dark. Stoli committed that it would “not
3 approach in any manner” Quimicum, Château Miraval, Miraval Provence, or any of their direct
4 or indirect shareholders (i.e., Pitt)—not just for the duration of the Exclusivity Period (the time
5 period for most other obligations in the agreement) but until “the completion of the Transaction.”
6 Exclusivity Agreement § 2(g). Jolie, for her part, agreed not to “re-start” any existing
7 negotiations for her stake of Miraval. Id. § 2(c)(i). The reference was not subtle: Jolie’s only
8 prior negotiations were with Pitt, and this agreement was intended to prevent Pitt and Jolie from
9 finalizing their agreement for the sale of Nouvel’s Quimicum shares. Jolie, for good measure,
10 also agreed that Nouvel would “immediately terminate, or procure the termination of, any
11 [negotiations with Pitt or others]”—ensuring that Nouvel would never be able to honor its
12 obligation to offer Mondo Bongo a right of first refusal over any third-party deal, thereby
13 directly and intentionally infringing on Mondo Bongo’s rights. Id. § 2(d).
14 106. The Exclusivity Agreement also required Jolie to share confidential information
15 of Miraval with Stoli, an outsider and competitor: She agreed to inform Stoli of any acquisition
16 offers made to Château Miraval or Miraval Provence, making clear Stoli’s real interest was in a
17 hostile takeover of the wine business that Pitt and Perrin had built. Id. § 2(e).
18 107. On July 15, 2021, Shefler sent Jolie a letter thanking her for “accepting [his]
19 offer,” despite the “potential complications of the deal” and even though it was “not that straight
20 forward as we would all like it to be.” He also confirmed his intention to “sign[] a binding
21 agreement . . . within the next couple of weeks.”
22 108. By mid-August 2021, Jolie was consulting with Stoli, a third party and competitor
23 of Miraval, on confidential corporate documents sent by Quimicum’s manager requesting that
24 Quimicum’s shareholders (i.e., Nouvel and Mondo Bongo) vote on certain corporate actions. In
25 fact, in discovery in this action, the Stoli Parties have claimed privilege over communications
26 relating to these efforts on the ground that Stoli and Jolie shared a common legal interest, making
27 clear Stoli and Jolie were already secretly collaborating against Pitt at this time.
28
29
1 109. Pitt continued to be kept entirely in the dark. On September 8, 2021, as
2 negotiations between Stoli and Jolie continued in secret, Pitt agreed to stipulate to the formal
3 lifting of the ATROs. Disposition of Nouvel was not subject to the jurisdiction of the divorce
4 court, so Pitt stipulated to that in good faith, even though it is now clear that Jolie withheld
5 material information from him. At the same time, Pitt, who did not know that Stoli and Jolie had
6 bound themselves to keep their negotiations secret from him, believed that Jolie could not sell
7 her interest in Miraval without his knowledge—both because of his and Mondo Bongo’s rights
8 and because, as Jolie represented to the divorce court, any buyer would first undertake diligence
9 about Miraval. (Jolie did not tell the divorce court that the confidentiality restrictions meant no
10 such due diligence would involve reaching out to Pitt, Mondo Bongo, or Miraval.) Pitt made
11 crystal clear in the stipulation that he was “not consenting to the sale of Nouvel LLC or any of
12 the assets thereof” (i.e., Jolie’s stake in Miraval). The divorce court entered the stipulation on
13 September 22, 2021.
14 J. Jolie and Tenute del Mondo execute the Purchase Agreement in defiance of
15 Pitt’s and Mondo Bongo’s rights.
16 110. Just two days later, on September 24, 2021, Jolie and Tenute del Mondo executed
17 the Membership Interest Purchase Agreement, pursuant to which Jolie purported to sell Nouvel
18 (and thus, her purported 50% stake in Miraval) to Tenute del Mondo for $64 million in cash,
19 approximately $10 million more than Jolie had previously agreed to with Pitt. Vindictively, Jolie
20 never gave Pitt a chance to match the higher offer, which he has a contractual right to do through
21 Mondo Bongo and which he would have done.
22 111. Documents produced in this litigation make clear that Stoli and Jolie were
23 willfully violating Pitt’s contractual rights: The Purchase Agreement explicitly referenced the
24 stipulation lifting the ATROs, in which Pitt confirmed that he would not and did not consent to a
25 sale of Nouvel. The agreement also referenced a “Potential Claim” that Mondo Bongo could file
26 in Luxembourg concerning its nominal 10% transfer of Quimicum shares to Nouvel in 2013—a
27 claim Mondo Bongo had indeed filed days before the execution of the Purchase Agreement. In
28 that filing, Mondo Bongo had set out its position that any sale of Nouvel absent Pitt and Mondo
30
1 Bongo’s consent would constitute an unlawful circumvention of the Quimicum Transfer
2 Restrictions. And Stoli and Jolie were well aware of Mondo Bongo’s filing: Prior to their
3 execution of the Purchase Agreement, the parties negotiated an addendum requiring Jolie to
4 cooperate and bear the cost of certain attorneys’ fees in connection with the Luxembourg
5 litigation. See First Addendum § 2.
6 112. As with the Exclusivity Agreement, the terms of the Purchase Agreement left
7 unambiguous that Stoli’s mission was to acquire Nouvel’s shares of Quimicum—and thus her
8 interest in Miraval. For instance, Jolie represented that Nouvel’s “only assets . . . at closing” will
9 be Nouvel’s Quimicum shares of, and Nouvel’s shareholder loans to, Quimicum. Purchase
10 Agreement § 3.5(a). This representation was also supported by documents that Jolie and
11 Nouvel’s advisors had provided to Stoli in diligence. These documents explained that Nouvel
12 was “formed to hold the shares of Quimicum when Chateau Miraval was purchased[;]” that the
13 “activity in [Nouvel] ha[d] been somewhat simple[;]” and that while Nouvel was once used “as a
14 name hiding entity for Angelina” to hold certain other personal assets unrelated to Miraval, she
15 had sold those assets in order to consummate the purported transaction with Stoli. Specifically,
16 Jolie had used Nouvel to purchase an apartment in South Korea, but had sold that apartment in
17 advance of the closing of her sale of Nouvel to Stoli. In addition, Jolie had used Nouvel “to
18 contract to build a house in Cambodia,” but the “expenses for the house in Cambodia were
19 reimbursed by Angelina and ownership of the house [was] in Angelina [sic] name.”
20 113. In the Purchase Agreement, Jolie also represented that Nouvel “owns exclusively,
21 beneficially and of record, 50% of the outstanding shares of [Quimicum], free and clear of any
22 Encumbrance.” Id. § 3.1. And similarly, she represented that Nouvel “has good and marketable
23 title to all assets [and] properties . . . free and clear of all Encumbrances in [Quimicum].” Id.
24 § 3.5(b). “Encumbrance” is, peculiarly, defined to include a “right of first refusal, or restriction
25 of any kind, including any restriction on . . . transfer.” Id. at Art. 1. In other words, Jolie was
26 representing that Nouvel’s interest in Quimicum (i.e., Miraval) was not subject to any transfer
27 restrictions, such as a right of first refusal. That was not true, of course. As discussed above,
28 and as set forth in the publicly available Quimicum Articles, neither Mondo Bongo nor Nouvel
31
1 can sell its interest in Quimicum (and thus Miraval) without triggering a right of first refusal.
2 See Quimicum Articles § 5.4.3; see also id. at Art. 13.
3 114. The Stoli Parties were aware of this: When Stoli asked Jolie for “[a]greements
4 relating to any . . . rights 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.
10 115. This motivation was made plain in a graphic submitted by Nouvel’s lawyers in a
11 foreign litigation, which shows Shefler—through Stoli—elbowing his way into Pitt and Jolie’s
12 family-based partnership through the putative acquisition of Nouvel, the ultimate aim of which
13 was to buy Jolie’s indirect stake in Quimicum and Miraval.
14
15
16
17
18
19
20
21
22 116. The Purchase Agreement also provided that, in the event the agreement was
23 breached by Jolie, Stoli would be entitled to seek specific performance and other equitable relief.
24 See Purchase Agreement § 9.8. As set forth in the Purchase Agreement, that is because Jolie
25 does not dispute that Nouvel “and its direct and indirect assets are unique.” Id.
26 117. Notably, Jolie broadly released in the Purchase Agreement any claims she may
27 have against Nouvel, Quimicum, Château Miraval S.A., Miraval Provence, and any of its
28 members, managers, or officers. Showing her malice, there is one exception: claims “against
32
1 Brad William Pitt.” As the drafting history of the Purchase Agreement makes clear, Jolie also
2 made sure to provide the explicit clarification that she would not release claims against Pitt “of
3 whatever nature,” and thus not only claims related to the former couple’s divorce and custody
4 proceedings. Id. § 5.6.
5 K. Jolie and Tenute del Mondo close the purported transaction, which Pitt
6 learns of through a press release.
7 118. On October 4, 2021, Tenute del Mondo and Jolie purported to consummate the
8 sale of Nouvel. In so doing, Stoli purportedly gained control of Jolie’s interest in Château
9 Miraval, comprising the family home and vineyards that Pitt had developed over more than a
10 decade with Jolie’s encouragement, as well as an interest in the wine-making partnership with
11 Perrin.
12 119. The next day, Stoli, through Tenute del Mondo, issued a press release claiming
13 that it had purchased Jolie’s stake in Miraval. The October 5 press release—which was the first
14 time Pitt or anyone associated with him learned that Stoli was even in discussions with Jolie to
15 buy Nouvel—announced, at Shefler’s insistence, that Stoli was “thrilled to have a position [in
16 Miraval] alongside Brad Pitt.” Making their true intentions clear (and in sharp contrast to the
17 allegations in Nouvel’s Cross-Complaint in this action claiming that association with Pitt is
18 harmful to the Miraval brand), Stoli Group’s CEO, Damian McKinney, later elaborated in an
19 interview in Le Figaro Vin that, with a “brand [] associated with Brad Pitt, . . . we hit the jackpot.
20 . . . In this partnership, all of the partners will come out winners.”
21 120. This sentiment was reflected in talking points Stoli prepared to field questions
22 from distributors and customers, which described Miraval as a “standout brand for the . . . quality
23 of its Founder Brad Pitt,” whom Stoli (falsely) referred to as a “part[y] to this deal.” It is
24 likewise reflected in decks that Tenute del Mondo prepared setting out its strategy for
25 “harness[ing]” the “star power” of Pitt to leverage its investment:
26
27
28
33
1
10
121. In fact, during negotiations with Jolie, Stoli fretted over the “endorsement risk”
11
and whether the agreement with Pitt to support the brand would “automatically terminate” once
12
Jolie exited Miraval.
13
122. 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
123. 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
124. 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
34
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.
4 125. 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.
13 126. Taking advantage of Jolie’s invitation into the family business, and
14 notwithstanding Stoli’s recognition in internal communications that it is only a “minority
15 partner” in Miraval, Stoli and Shefler quickly launched a multipronged offensive in an effort to
16 seize control of Quimicum and Miraval and to disrupt the successful business Pitt had built with
17 Perrin. To lead this effort, which had been in the works prior to the sale, Shefler entrusted
18 Nouvel’s management to Oliynik, who had negotiated the purported transaction on Shefler’s
19 behalf. The same day the sale purportedly closed, Shefler appointed Oliynik as manager of
20 Nouvel.
21 127. Shefler, Tenute del Mondo, and Oliynik’s first line of attack: Use Nouvel, which
22 has, at most, only a 25% twice-removed interest in the wine business, to seek control by
23 exercising influence at the level of Quimicum and disrupting its governance. But Quimicum is
24 merely the holding company that owns Château Miraval S.A., which, in turn, holds only a partial
25 interest in the wine business. Historically, Quimicum’s board duties had been met by an
26 independent Luxembourgish fiduciary company, as Quimicum played a limited role in the
27 management of Château Miraval S.A. and no role in the management of the wine business.
28 Within days of closing the purported transaction though, Stoli attempted to disrupt this
35
1 traditional approach and install its own executives as Nouvel’s representatives on the Quimicum
2 board.
3 128. After more than one year of stalemate that left Quimicum unable to approve its
4 accounts or manage its affairs, Mondo Bongo agreed in February 2023 to Nouvel’s demand that
5 it be permitted to install a Stoli executive on the board of Quimicum, while Mondo Bongo put
6 forward an independent and experienced board manager as its own candidate with whom it had
7 no prior affiliation. But Nouvel was no longer willing to appoint a two-person board. Instead,
8 Nouvel insisted Mondo Bongo acquiesce to a new demand: Now Nouvel wanted Quimicum to
9 be run by a “provisional administrator,” to be handpicked by Nouvel and imbued with the most
10 extensive powers possible. This bait-and-switch laid bare Stoli’s intentions all along—use
11 Nouvel to seize control of Quimicum (and thus Miraval) and exclude Pitt and Mondo Bongo
12 altogether.
13 129. While Nouvel’s application for this purpose was pending, the Luxembourg Court
14 of Appeal issued a ruling in Mondo Bongo’s separate action against Nouvel, in which Mondo
15 Bongo sought the appointment of an escrow agent over a 10% interest in Quimicum which was
16 purportedly transferred to Nouvel in 2013 for one Euro, rendering Nouvel a nominal 50-50
17 shareholder with Mondo Bongo. On November 9, 2023, the Luxembourg Court of Appeal
18 determined to place the disputed 10% interest in Quimicum in escrow, pending a merits ruling in
19 Luxembourg on the validity of the transfer itself. The court explained that “immediate
20 implementation” of this protective measure was necessary to help break the deadlock at
21 Quimicum and regularize its governance.
22 130. In response, Nouvel has done everything it can to obstruct the implementation of
23 that order and maintain deadlock at Quimicum. In particular, Nouvel has refused to waive its
24 right to take legal action in the United States against any escrow agent. That matters because the
25 fear of the cost of defending a suit by Nouvel in the United States has caused multiple qualified
26 candidates to withdraw from consideration, including escrow agents that the court ordered be
27 appointed on November 9, 2023, February 8, 2024, and March 12, 2024. At a recent hearing, the
28 Luxembourg court admonished Nouvel’s counsel for its obstruction, urging Nouvel to waive the
36
1 threat of litigation in the United States. Nouvel’s counsel refused, informing the court, as
2 subsequently memorialized in a signed statement entered into the court record, that he was under
3 “very clear instructions” from Nouvel not to do so.
4 131. Thus, Nouvel has repeatedly stymied Mondo Bongo’s efforts in connection with
5 the election of Quimicum directors, leaving Quimicum without a functioning board after the
6 transaction purportedly closed and undermining the family partnership to which Pitt and Jolie
7 had agreed. Without a board, Quimicum has been unable to manage its affairs and has been
8 placed at risk of judicial liquidation.
9 132. The Stoli Parties’ efforts to take control of the business, notwithstanding that they
10 only paid for a purported 25% indirect interest, have not been limited to the Quimicum level. In
11 October 2021, within weeks of announcing that it had been acquired by Stoli, Nouvel (at the
12 Stoli Parties’ direction) sought a corporate restructuring that would transfer Château Miraval
13 S.A.’s interest in Miraval Provence, the joint venture that owns the wine business, out of Château
14 Miraval S.A.—disempowering its existing directors and officers. Nouvel also attempted to
15 transfer Miraval-related intellectual property to Cyprus, where SPI Group Limited is
16 incorporated, as part of an unsound and legally questionable tax dodge. Shefler and Oliynik—
17 controller and director of a competitor spirits business—also have used Nouvel to try to access
18 Miraval’s confidential and proprietary information, including non-public contractual agreements,
19 distribution agreements, and information pertaining to sales and production costs.
20 133. When these efforts failed to intimidate Pitt and Mondo Bongo, Nouvel turned to
21 the French courts. In November 2021, not even two months after purporting to consummate the
22 secret transaction with Jolie, Nouvel attempted to remove the existing board of Château Miraval
23 S.A. by filing an ex parte application before a French commercial court, in which it argued that
24 the Château Miraval S.A. board was mismanaging the business and wasting its assets—never
25 mind the tremendous success of Miraval, which Stoli had long tried to acquire. The French court
26 promptly denied Nouvel’s request.
27 134. Several months later, in early 2022, the Stoli Parties, through Nouvel, obtained ex
28 parte orders from two French courts to send a court official to Château Miraval S.A. and Miraval
37
1 Provence to obtain documents under a procedure that allows for pre-suit discovery. The
2 documents, pursuant to this procedure, are held in escrow while the parties litigate the propriety
3 of the order. A year later: Two separate French courts found the ex parte orders improper and
4 refused to allow the Stoli Parties to see the documents. The court that oversaw the order related
5 to Château Miraval S.A. went further; the Stoli Parties’ ex parte application to obtain documents,
6 it found, may have “deceived the court.” Nouvel appealed these decisions, but its appeals were
7 recently rejected by French appellate courts. As the appellate court explained in rejecting
8 Nouvel’s appeal in connection with the Château Miraval order, Nouvel has no right to act on
9 behalf of either Château Miraval S.A. or Quimicum and no standing to pursue a derivative claim
10 for misuse of corporate assets.
11 135. In June and July 2023, another French court granted applications by Château
12 Miraval S.A. to appoint an ad hoc administrator (mandataire ad hoc) and a provisional
13 administrator to manage and administer Château Miraval while the dispute between Nouvel and
14 Mondo Bongo remains ongoing (a step necessitated by Nouvel’s bad-faith conduct at the
15 Quimicum level).
16 136. In sum, the Stoli Parties, having wrongfully entered the Miraval structure,
17 designed around a family business, have disrupted the governance and operations of Quimicum
18 and Château Miraval. The contractual obligations between Jolie and Nouvel and Pitt and Mondo
19 Bongo were intended to prevent just this destabilizing result from the entry of a stranger without
20 consent.
21
M. In an effort to intimidate Pitt into handing over the business, Stoli falsely
22 accuses Pitt of misappropriating Château Miraval S.A.’s trademarks and
mismanagement.
23
24 137. There’s more. From the moment Stoli purported to acquire Nouvel, Shefler and
25 Oliynik have drummed up allegations that Pitt improperly authorized Château Miraval S.A. to
26 transfer trademarks to Miraval Provence (the wine business that Château Miraval S.A. co-owns
27 with Familles Perrin) for the sole purpose of diluting Nouvel’s indirect interest in the marks.
28 This illogical claim—Mondo Bongo and Nouvel both went from a 50% indirect interest in any
38
1 such marks to a 25% indirect interest—is a desperate and bad-faith gambit to drive a wedge
2 between Pitt and Perrin.
3 138. This claim is also false. These marks had always been subject to a long-term
4 license, consistent with Pitt and Perrin’s winemaking partnership underlying the joint venture. In
5 any event, as Jolie, Shefler, Tenute del Mondo, and Oliynik all know, Miraval Provence had
6 begun registering marks in 2017, in connection with a third party’s interest in investing in the
7 business. The third party was attracted to the “family involvement” in Miraval Provence and
8 would have maintained the management and operational role of the Perrin family, as well as
9 endorsement agreements with Pitt and Jolie.
10 139. While the potential deal fell through, Miraval Provence remained committed to
11 expanding its business. Perrin, as president of Miraval Provence, thus developed a “revised
12 strategy” for Miraval Provence to grow its product lines and increase its revenue. Pursuant to
13 this revised strategy, Miraval Provence (and Perrin) would invest more to grow the brands of the
14 existing and new product lines and would continue registering certain trademarks, including new
15 marks for Miraval Provence’s new product lines. Perrin also asked Pitt and Jolie to cap their
16 endorsement fees as established in the joint venture agreements in recognition of the investments
17 made by the Perrin family in connection with this new strategy.
18 140. Jolie was aware of Perrin’s revised strategy, which was discussed by the various
19 parties. In early 2018, Jolie, through her advisor Bird, was informed of these developments and
20 asked whether she wanted Perrin to move these trademarks back to Château Miraval S.A.
21 Neither Jolie nor Bird gave any indication that she did. And several days later, when Château
22 Miraval S.A.’s CEO sent Jolie an update about the Miraval Provence business, including a
23 reminder about the “registration of the [t]rademarks with [Miraval Provence],” Jolie told the
24 CEO that she “need[ed] to spend time to review” his update, but was “very grateful to see and
25 understand what the plans are and hope[d] to be helpful in moving forward.” Jolie never voiced
26 any concern that Miraval Provence was registering the marks, and she agreed to cap her
27 endorsement fee pursuant to Perrin’s revised strategy.
28
39
1 141. It is no surprise then that the documents produced in this litigation make clear that
2 Stoli’s complaints about the so-called “misappropriation” of Château Miraval S.A.’s trademarks
3 are bogus. Though various Stoli Parties would later feign surprise that the joint venture had
4 registered trademarks, the Purchase Agreement through which Jolie purported to sell Nouvel
5 contains a representation by Jolie that Miraval Provence has been registering trademarks owned
6 by Château Miraval S.A. “for the operation of the business by [Miraval Provence].” Purchase
7 Agreement § 3.1. And while the Purchase Agreement describes the registrations by Miraval
8 Provence as “temporary”—a qualification added by Stoli, not Jolie—it does so without
9 explanation or elaboration. Id. In any event, a long list of marks registered by both Château
10 Miraval S.A. and Miraval Provence attached to the Purchase Agreement at Schedule 1 confirms
11 that Stoli was well aware that Miraval Provence has been routinely registering Miraval-related
12 marks since 2017, including every single mark associated with the new brands developed by
13 Miraval Provence for its expanded product lines.
14 142. The negotiating history further confirms that Stoli knew Château Miraval S.A. did
15 not have unencumbered control of the marks developed by and used for the joint venture. For
16 example, in May 2021, Stoli executive Chris Caldwell wrote to Oliynik and others that he
17 “understand[s] that Miraval trademarks are also owned at the SNC Miraval Provence level.”
18 143. And in August 2021, Stoli asked that Jolie agree to make a “written request” to
19 Miraval Provence within three days of signing the Purchase Agreement to demand that Miraval
20 Provence cease its registration of all “Miraval IP.” Jolie did not agree to this request. And
21 although the Purchase Agreement provides that the marks listed at Schedule 1 are “own[ed]
22 exclusively, beneficially and of record” by Château Miraval S.A., early drafts of the Purchase
23 Agreement indicate that Jolie insisted the agreement make explicit that Schedule 1 “is solely
24 based upon . . . information publicly available,” and she struck Stoli’s attempt to add that the
25 schedule is also based on information “provided by [Jolie].” Early drafts of the Purchase
26 Agreement also show that Stoli asked Jolie to represent that Château Miraval S.A. not only
27 owned the marks at Schedule 1 “exclusively, beneficially and of record,” but also owned them
28 “free and clear of any Encumbrances.” Jolie struck that provision too, refusing to represent that
40
1 Château Miraval S.A. owned any Miraval-related marks “free and clear of any Encumbrances.”
2 Stoli, intent on keeping its negotiations with Jolie secret from Pitt, never reached out to Miraval
3 Provence to inquire about the status of the marks despite Jolie’s representation to the California
4 Superior Court that the ATROs needed to be lifted to allow due diligence.
5 144. Stoli’s purpose in seeking these provisions in the Purchase Agreement (many of
6 which Jolie could not and thus did not agree to) is now clear: Stoli wanted to be able to pretend
7 after coming into the business that the registrations were illegitimate, as part of its hostile
8 takeover strategy.
9 145. Shortly after signing the Purchase Agreement, Stoli, through Shefler, Nouvel, and
10 Oliynik, commenced its takeover strategy. In initial messages to Pitt in October 2021, Shefler
11 explained that he “admire[d] the work [Pitt] ha[d] done with Miraval” and “would be happy to
12 support [Pitt’s] priority to preserve the Chateau as an artist community, where the greatest
13 creative community could feel at home.” Shefler told Pitt: “I respect what you and Perrin have
14 created and that was the exact reason why I did make that deal.” This sentiment was likewise
15 reflected in internal Stoli communications, with one member of Tenute del Mondo’s negotiation
16 team stating that she “[l]ove[d] Brad Pitt’s vision” to make Miraval a “center of all artists.”
17 146. But when Pitt and Mondo Bongo resisted Nouvel’s efforts to take over business
18 strategy at Quimicum and Miraval, Stoli, through Nouvel, began a letter campaign accusing Pitt,
19 Perrin, and their affiliates of mismanagement and permitting the misappropriation of Château
20 Miraval S.A.’s trademarks, which Stoli, feigning surprise, claimed it had just “noticed on the
21 INPI [i.e., the French Patent and Trademark Office] website,” and for which it threatened
22 retributive action.
23 147. In a December 2021 letter to Perrin, Oliynik warned that he would “block[] the
24 assets of Miraval Provence, Familie [sic] Perrin and other companies,” if Stoli’s demands that
25 Perrin transfer the trademarks back to Château Miraval S.A. were not met. Sure enough, when
26 Stoli’s demands were rejected, Stoli, through Nouvel, attempted to mislead Château Miraval
27 S.A.’s bank into believing its made-up trademark misappropriation claim and asked the bank to
28
41
1 freeze any transfers over €20,000 from Château Miraval S.A.’s account. Recognizing that
2 Nouvel’s demand was improper, the bank promptly declined the request.
3 148. Shefler and Stoli have also tried to use threats to Pitt’s quiet enjoyment of the
4 home he built as leverage, given that they now purportedly own 50% of it as a result of the sale
5 by Jolie. For example, shortly after entering the ownership structure of Miraval unannounced,
6 Stoli suggested that Pitt could cede some of his stake in the wine business to Stoli in exchange
7 for control of his home. And when Pitt did not engage with that absurd proposal, Stoli
8 orchestrated the discovery raid described above, sending a court official to Miraval to obtain pre-
9 suit discovery.
10 149. In mid-December 2021, Shefler contacted Pitt directly, likewise feigning his
11 “discover[y]” of the trademark registrations. “It is now apparent,” Shefler wrote, that “[Perrin]
12 owns 50% of the brand equity . . . , leaving you and me with 25% share each.” Moreover,
13 Shefler warned that in private discussions between Shefler and Perrin, Perrin had “suggested”
14 cutting Pitt out of the wine business and “leaving [Pitt] behind.” When Pitt did not respond,
15 Shefler raised the heat, making threats to Pitt, including that he would “bring to surface a fact
16 that a woman with 6 kids [i.e., Jolie] has been deprived of 50% of her assets without her
17 knowledge.”
18 150. With Miraval under constant attack, it has been forced to take steps to protect its
19 long-term and successful business strategy in partnership with the Perrin family and to expend
20 energy on preserving and safeguarding the business, diverting attention and resources from the
21 ordinary affairs of Miraval—its growth and operations. Pitt’s and Mondo Bongo’s contractual
22 rights were, by design, intended to guard against these very circumstances. By consummating
23 the purported transaction, Stoli and Jolie knowingly and intentionally destabilized Miraval,
24 exposed its confidential information to exploitation by a hostile competitor, and drummed up
25 false accusations in an attempt to alienate Pitt from his business partner Perrin. Moreover,
26 Stoli’s attempt to take control of the business at the expense of the Pitt-Perrin winemaking
27 family partnership has undermined the very strategy that has proven to be the key to its success
28 and image, damaging the business and hindering its growth.
42
1 N. The purported sale damages Miraval’s reputation and brand.
2 151. Beyond Stoli’s intentional acts designed to disrupt the management of Quimicum
3 and Miraval and injure Pitt and Mondo Bongo, the purported sale that Jolie orchestrated behind
4 Pitt’s back also threatens harm to Miraval’s carefully honed reputation and brand, further
5 damaging the business to which Pitt’s image and reputation are linked.
6 152. 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
10 state-owned enterprise (an asset transfer that several courts have deemed illegitimate), Shefler
11 has grown the Stoli Group into a sprawling spirits conglomerate that is estimated to sell alcohol
12 under 380 distinct brands.
13 153. 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.
22 154. 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.
27 155. 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
43
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.
5 156. 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.
10 157. 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.”
19 158. Underscoring the risks of Pitt and Miraval being forcibly associated with Stoli,
20 Shefler himself goes to great lengths to shroud his ownership interests and the Stoli corporate
21 structure in secrecy, employing frequent corporate reorganizations and introducing unnecessary
22 levels of complexity to the structure in promotion of this goal. He even holds his interest in SPI
23 Group Limited via a Jersey Private Trust Company, a structure typically used to attempt to
24 obfuscate ownership and financing.
25 159. The threat that Shefler’s relationships and reputation poses to Miraval, as a result
26 of Jolie’s secret and unlawful putative sale, is not hypothetical. Following Russia’s February
27 2022 invasion of Ukraine, Miraval’s insurer sought assurances that affiliation with Stoli would
28
44
1 not create commercial risk and exposure to sanctions. And long-term distributors of the wine
2 business expressed concern about Miraval’s ties to Shefler.
3 160. Meanwhile, Stoli has continued to strain to distance itself from its historical
4 Russian brand by emphasizing its attempted rebranding and its claimed support for Ukraine—a
5 clear sign that the impact of the Ukraine invasion on Stoli has not gone away.
6 161. Continued association with Shefler thus poses serious commercial risk to
7 Miraval—a risk that Pitt’s and Mondo Bongo’s contractual rights were designed to avoid—and,
8 thereby, harm to Pitt, whose image by agreement is tied up with the brand. By subverting those
9 rights, Jolie and Shefler put at risk the successful strategy of the family business that Pitt has
10 cultivated for over a decade.
11 162. None of this should have happened, as none of Defendants’ actions are lawful.
12 Through this unlawful and secretive sale, Jolie has jeopardized the decade-long winemaking
13 partnership that Pitt built with Perrin, and forced Pitt into business with an unreliable stranger
14 whom she knew he would not accept. As a consequence of Jolie’s malicious breach and tortious
15 conduct aimed at harming Pitt, as well as the aggressive takeover campaign by Shefler and Stoli
16 that Jolie facilitated, Defendants have damaged Pitt, harmed Mondo Bongo’s relationships with
17 Nouvel and Quimicum, and interfered with Pitt’s winemaking partnership with Perrin,
18 existentially threatening the family business that they built.
19 FIRST CLAIM FOR RELIEF

20 Breach of Implied-in-Fact Contract
21 (By Plaintiff Pitt Against Defendant Jolie)
22 163. Plaintiff Pitt realleges and incorporates by reference each of Paragraphs 1 through
23 162 as though fully set forth herein.
24 164. Pitt and Jolie were subject to an implied-in-fact contract, pursuant to which Pitt
25 and Jolie would hold their respective interests in Miraval together, and, if the time ever came,
26 they would sell their interests separately only with the other’s consent.
27 165. Through their actions, conduct, and statements, Pitt and Jolie assented to this
28 contract through, among other things, jointly purchasing Miraval as a private family home and
45
1 business and treating it as such during their marriage; through Pitt’s investment of time, effort,
2 and money in developing the estate and growing the business, in a manner disproportionate to his
3 relative ownership share; through Jolie’s acceptance of the same despite ceasing to invest
4 herself; through Mondo Bongo’s transfer of shares in Quimicum to Nouvel nominally making
5 the entities 50-50 shareholders and Jolie’s acceptance of the same; through Jolie’s statements to
6 Pitt regarding the nature and purpose of the investment; through the parties’ negotiations over
7 their respective interests in Miraval in the event of a joint sale and Jolie’s conduct and statements
8 during these negotiations; and through the parties’ exclusive negotiations with one another for
9 years over a buyout of Jolie’s stake and Jolie’s conduct and statements during these negotiations.
10 166. Following Pitt and Jolie’s entry into this contract, Miraval continued to serve as a
11 private home for the family, and Pitt continued to make substantial investments of time, effort,
12 and money to improve the property and develop the business, in a manner disproportionate to his
13 nominal ownership share. Jolie continued to accept Pitt’s disproportionate investments.
14 167. Pitt has performed, and continues to perform, all conditions, covenants, and
15 promises required to be performed under the implied-in-fact contract.
16 168. Jolie breached the contract by purporting to unilaterally sell her interest in
17 Miraval to a third party without Pitt’s consent.
18 169. Jolie is equitably estopped from resisting the enforcement of the contract. Pitt
19 was induced to make a serious change of position in reliance on the contract through his
20 substantial investments in Miraval and his transfer of certain of Mondo Bongo’s shares in
21 Quimicum to Nouvel, causing him unconscionable injury. When Jolie purported to sell Nouvel
22 to Tenute del Mondo in breach of the contract, she was unjustly enriched. In particular, Jolie
23 reaped an unearned and unjust windfall from the increase in the value of Nouvel, owing to Pitt’s
24 substantial and disproportionate investment in Miraval in reliance on Jolie’s conduct, statements,
25 and her contractual obligations. If the contract is not enforced, Jolie will therefore be unjustly
26 enriched by obtaining the benefits of Pitt’s performance of the contract without honoring her
27 agreement with Pitt.
28
46
1 170. As a direct and proximate result of Jolie’s breach, Pitt has suffered damages in an
2 amount to be proven at trial.
3 171. Specific performance is also warranted because there is no adequate remedy at
4 law for Jolie’s breach of contract. Money damages cannot remedy Jolie’s breach of contract:
5 Since Pitt and Jolie acquired their interests in Miraval in 2008, the estate has served as a private
6 home for Pitt and his family, and he has made substantial investments in it and its wine business,
7 which is tied to Pitt’s image and name. Indeed, Jolie and the Stoli Parties themselves recognized
8 that the estate and business are unique assets, and any impairment of those assets cannot be
9 adequately remedied by money damages. See Purchase Agreement § 9.8. In addition, the Stoli
10 Parties were aware of Jolie’s contractual obligations.
11 SECOND CLAIM FOR RELIEF

12 Breach of Quasi-Contract
13 (By Plaintiff Pitt Against Defendant Jolie)
14 172. In the alternative to the First Claim for Relief, and to the extent the
15 implied-in-fact contract is void or not enforceable, Plaintiff Pitt brings this claim against Jolie for
16 breach of quasi-contract.
17 173. Pitt realleges and incorporates by reference each of Paragraphs 1 through 162 as
18 though fully set forth herein.
19 174. Jolie obtained a benefit by purporting to sell Nouvel, the value of which was
20 significantly enhanced through the substantial investments of time, effort, and money that Pitt
21 made in Miraval, in a manner disproportionate to his nominal ownership share.
22 175. Pitt made this substantial and disproportionate investment of time, effort, and
23 money in Miraval in reliance on his understanding that Jolie could not sell her stake in Miraval
24 without Pitt’s consent, of which Jolie was aware. Indeed, over the course of their years-long
25 relationship, Jolie repeatedly promised Pitt that she recognized his disproportionate investment in
26 Miraval and that, as a consequence, in the event of a joint sale or if Pitt were to buy her out, she
27 would not take more than she had contributed to Miraval. Pitt would not have made these
28 investments in Miraval, absent his understanding, and Jolie’s promises, that Jolie would honor
47
1 her commitment to not sell Miraval without him or without his consent and that she would not
2 take more than she had put in to Miraval.
3 176. As a direct and proximate result of Jolie’s wrongful conduct, Pitt has suffered
4 damages in an amount to be proven at trial.
5 177. Pitt is therefore entitled to and requests all available remedies against Jolie,
6 including, but not limited to, restitution and disgorgement in an amount to be proven at trial.
7 THIRD CLAIM FOR RELIEF
8 Breach of Implied Covenant of Good Faith and Fair Dealing
9 (By Plaintiff Mondo Bongo Against Defendant Jolie as the Alter Ego of Nouvel)
10 178. Plaintiff Mondo Bongo realleges and incorporates by reference each of
11 Paragraphs 1 through 162 as though fully set forth herein.
12 179. At all times relevant to this action, Jolie was the alter ego of Nouvel.
13 180. First, Jolie had a unity of interest with Nouvel. Jolie held 100% of the
14 membership interest in Nouvel from the time of its formation to the time of her purported sale to
15 Tenute del Mondo. Jolie formed Nouvel as a shell entity for the sole purpose of holding her
16 shares in Quimicum. Those shares and Nouvel’s shareholder loans to Quimicum are all that
17 Nouvel held when Jolie sold Nouvel to Tenute del Mondo. See Purchase Agreement § 3.5(a). In
18 diligence, Jolie and Nouvel’s advisors informed Stoli that Nouvel was “formed to hold the shares
19 of Quimicum when Chateau Miraval was purchased” and that, while Nouvel was once used “as a
20 name hiding entity for Angelina” to hold certain personal assets unrelated to Miraval, she had
21 sold those personal assets in order to facilitate the purported transaction with Stoli. Jolie thus
22 used Nouvel as a shell, instrumentality, or conduit for her ownership interest in Quimicum.
23 181. Second, inequity will result if Nouvel is treated as the sole actor. By selling
24 Nouvel to Stoli, Jolie has attempted to evade the contractual obligations in the Quimicum
25 Articles that prevented a sale of Nouvel’s interest in Miraval without honoring Mondo Bongo’s
26 rights of first refusal and consent. In this very litigation, Nouvel has taken the position that it is
27 not liable for a breach of the implied covenant of good faith and fair dealing because “Jolie
28 caused” the sale, while Nouvel was merely “the asset that was sold.” To permit Jolie and Nouvel
48
1 to use corporate formalities to escape their contractual obligations would thus give rise to an
2 inequitable result. Moreover, Nouvel has no assets other than its shares in Quimicum and its
3 shareholder loans to Quimicum. And it is now under the control of Stoli, which has a track
4 record of employing corporate reorganization as a tool to promote secrecy and obfuscation. As a
5 result, there is a significant risk that Nouvel, under Stoli’s control, will be rendered
6 judgment-proof.
7 182. Jolie, as the alter ego of Nouvel, and Mondo Bongo agreed to, or were bound by,
8 the Quimicum Articles.
9 183. The Quimicum Articles set forth certain rights and duties, including, as discussed
10 above, the Quimicum Transfer Restrictions. Pursuant to these provisions, Mondo Bongo was
11 entitled to purchase Nouvel’s Quimicum shares on the same terms offered to a third party, and
12 Jolie was required to obtain Mondo Bongo’s consent before transferring Nouvel’s Quimicum
13 shares to a third party.
14 184. Under California law, implied in the Quimicum Articles is a covenant of good
15 faith and fair dealing by which Nouvel and Mondo Bongo agreed to take no action to interfere
16 with the rights of the other party to obtain the benefits of the Quimicum Articles.
17 185. Mondo Bongo has performed, and continues to perform, all conditions, covenants,
18 and promises required to be performed under the Quimicum Articles.
19 186. Jolie, as the alter ego of Nouvel, breached the covenant of good faith and fair
20 dealing by structuring the purported transaction to try to circumvent the rights Nouvel owed
21 Mondo Bongo under the Quimicum Articles.
22 187. While Jolie and Pitt had been negotiating for a sale of Nouvel’s shares in
23 Quimicum, Jolie and Nouvel rejected the possibility of that structure with Stoli due to the
24 Quimicum Transfer Restrictions. Jolie, Nouvel, and Stoli instead structured the purported
25 transaction as a sale of Nouvel, Jolie’s “name hiding entity” and holding company with no
26 operations.
27 188. That the transaction was specifically about Nouvel’s Quimicum shares, and not
28 the shell entity itself, is evidenced by, among other things, the fact that Jolie sold off Nouvel’s
49
1 other assets prior to the transaction’s close. Jolie also represented that Nouvel’s “only assets . . .
2 at closing” would be Nouvel’s Quimicum shares and Nouvel’s shareholder loans to Quimicum.
3 See Purchase Agreement § 3.5(a). Numerous statements by Stoli further confirm that the
4 objective of the transaction was to acquire Nouvel’s indirect interest in Miraval, not Nouvel
5 itself. The structure of the transaction was therefore nothing but an artifice and served no
6 purpose other than to thwart Mondo Bongo’s legitimate expectations of its contractual rights,
7 including its right of first refusal, under the Quimicum Articles. These rights were intended to
8 ensure the family nature of the Miraval business interests owned by Quimicum and associated
9 with Pitt’s image and that the business continue to operate consistent with the long-term strategy
10 and vision of its founders. And these rights were consistent with the decision to establish
11 Quimicum as a private limited liability company, the Luxembourgish business entity that is
12 commonly used for private family businesses.
13 189. In furtherance of the breach of the covenant of good faith and fair dealing, Nouvel
14 entered into two Confidentiality Agreements with Tenute del Mondo during the negotiations,
15 dated May 12, 2021 and June 15, 2021 respectively, which required Tenute del Mondo to keep
16 confidential even “the fact that discussions and/or negotiations relating to the Proposed
17 Transaction are taking place.” See Confidentiality Agreement §§ 1.1, 2. Nouvel and Stoli,
18 through Tenute del Mondo, adopted the provision because they knew that Mondo Bongo would
19 not consent to the sale and to prevent Mondo Bongo from exercising its rights under the
20 Quimicum Articles. Moreover, in entering into those agreements, Nouvel and Tenute del Mondo
21 agreed that the structure of the “Proposed Transaction” would be an acquisition of Nouvel—
22 rather than a sale of “some or all of its assets,” as Tenute del Mondo had initially proposed—to
23 try to bypass the Quimicum Transfer Restrictions.
24 190. Jolie also entered into an Exclusivity Agreement with Tenute del Mondo, entered
25 on July 9, 2021, which likewise ensured that Mondo Bongo and Quimicum would continue to be
26 kept in the dark regarding the potential buyer and the terms of the deal. The Exclusivity
27 Agreement bound Stoli to “not approach in any manner” Quimicum, Château Miraval, Miraval
28 Provence, or any of their direct or indirect shareholders (i.e., Pitt) until “the completion of the
50
1 Transaction.” See Exclusivity Agreement § 2(g). Jolie, for her part, agreed that Nouvel would
2 “immediately terminate, or procure the termination of, any [negotiations with Pitt or others],”
3 ensuring that Nouvel would never be able to honor its obligations to offer Mondo Bongo a right
4 of first refusal. Id. § 2(d). The Exclusivity Agreement itself thus breached the implied covenant.
5 191. Through her actions, Jolie has interfered with Mondo Bongo’s right to obtain the
6 benefits of the Quimicum Articles, including its rights of first refusal and consent, and has
7 caused Mongo Bongo to suffer damages in an amount to be proven at trial.
8 192. In addition to recovering damages, specific performance is warranted because
9 there is no adequate remedy at law for Jolie’s breach of the implied covenant of good faith and
10 fair dealing. Money damages cannot remedy Jolie’s breach of contract. Since Mondo Bongo
11 acquired its interest in Miraval in 2008, the estate has served as a private home for Pitt and his
12 family. And through Mondo Bongo, Pitt has made substantial investments in the estate and its
13 wine business, which is tied to Pitt’s image and name. Indeed, Jolie and the Stoli Parties
14 themselves recognized that the estate and business are unique assets, and any impairment of
15 those assets cannot be adequately remedied by money damages. See Purchase Agreement § 9.8.
16 193. Mondo Bongo is entitled to specific performance of the implied covenant of good
17 faith and fair dealing in the Quimicum Articles and to the transfer of the Quimicum shares of
18 Jolie, as the alter ego of Nouvel, to Mondo Bongo pursuant to the conditions, covenants, and
19 promises required to be performed under the Quimicum Articles. The Stoli Parties were aware
20 of Jolie’s contractual obligations, further rendering specific performance appropriate.
21 FOURTH CLAIM FOR RELIEF
22 Breach of Implied Covenant of Good Faith and Fair Dealing
23 (By Plaintiff Mondo Bongo Against Defendant Nouvel)
26 195. Mondo Bongo and Nouvel agreed to, and are bound by, the Quimicum Articles.
27 196. The Quimicum Articles set forth certain rights and duties, including, as discussed
28 above, the Quimicum Transfer Restrictions. Pursuant to these provisions, Mondo Bongo was
51
1 entitled to purchase Nouvel’s Quimicum shares on the same terms offered to a third party, and
2 Nouvel was required to obtain Mondo Bongo’s consent before transferring Nouvel’s Quimicum
3 shares to a third party.
4 197. Under California law, implied in the Quimicum Articles is a covenant of good
5 faith and fair dealing by which Nouvel and Mondo Bongo agreed to take no action to interfere
6 with the rights of the other party to obtain the benefits of the Quimicum Articles.
7 198. Mondo Bongo has performed, and continues to perform, all conditions, covenants,
8 and promises required to be performed under the Quimicum Articles.
9 199. Nouvel breached the covenant of good faith and fair dealing by structuring the
10 purported transaction to try to circumvent the rights Nouvel owed Mondo Bongo under the
11 Quimicum Articles. While Jolie and Pitt had been negotiating for a sale of Nouvel’s shares in
12 Quimicum, Jolie and Nouvel rejected the possibility of that structure with Stoli due to the
13 Quimicum Transfer Restrictions. Jolie, Nouvel, and Stoli instead structured the purported
14 transaction as a sale of Nouvel, Jolie’s “name hiding entity” and holding company with no
15 operations.
16 200. That the transaction was specifically about Nouvel’s Quimicum shares, and not
17 the shell entity itself, is evidenced by, among other things, the fact that Nouvel’s other assets
18 were sold off prior to the transaction’s close. Numerous statements by Stoli further confirm that
19 the objective of the transaction was to acquire Nouvel’s indirect interest in Miraval, not Nouvel
20 itself. The structure of the transaction was therefore nothing but an artifice and served no
21 purpose other than to thwart Mondo Bongo’s legitimate expectations of its contractual rights,
22 including its right of first refusal, under the Quimicum Articles. These rights were intended to
23 ensure the family nature of the Miraval business interests owned by Quimicum and associated
24 with Pitt’s image and that the business continue to operate consistent with the long-term strategy
25 and vision of its founders. And these rights were consistent with the decision to establish
26 Quimicum as a private limited liability company, the Luxembourgish business entity that is
27 commonly used for private family businesses.
28
52
1 201. In furtherance of the breach of the covenant of good faith and fair dealing, Nouvel
2 took specific and concrete steps to pursue, facilitate, and effect the purported transaction.
3 202. In particular, Nouvel entered into two Confidentiality Agreements with Tenute
4 del Mondo during the negotiations, dated May 12, 2021 and June 15, 2021 respectively, which
5 required Tenute del Mondo to keep confidential even “the fact that discussions and/or
6 negotiations relating to the Proposed Transaction are taking place.” See Confidentiality
7 Agreement §§ 1.1, 2. Nouvel and Stoli, through Tenute del Mondo, adopted the provision
8 because they knew that Mondo Bongo would not consent to the sale and to prevent Mondo
9 Bongo from exercising its rights under the Quimicum Articles. Moreover, in entering into those
10 agreements, Nouvel and Tenute del Mondo agreed that the structure of the “Proposed
11 Transaction” would be an acquisition of Nouvel—rather than a sale of “some or all of its assets,”
12 as Tenute del Mondo had initially proposed—to try to bypass the Quimicum Transfer
13 Restrictions.
14 203. In addition, the Exclusivity Agreement Jolie and Tenute del Mondo entered into
15 on July 9, 2021 required Nouvel to “immediately terminate, or procure the termination of, any
16 [negotiations with Pitt or others],” ensuring that Nouvel would never honor its obligations to
17 offer Mondo Bongo a right of first refusal. See Exclusivity Agreement § 2(d).
18 204. Nouvel also provided due diligence to the Stoli Parties and began consulting with
19 the Stoli Parties on confidential corporate documents sent by Quimicum’s manager to
20 Quimicum’s shareholders (i.e., Nouvel and Mondo Bongo) to facilitate the purported transaction
21 and change of control. In fact, in discovery in this action, the Stoli Parties have claimed
22 privilege over communications relating to these efforts on the ground that they shared a common
23 legal interest, making clear that the Defendants were already secretly collaborating against
24 Mondo Bongo at this time.
25 205. Through its actions, Nouvel has interfered with Mondo Bongo’s right to obtain
26 the benefits of the Quimicum Articles, including its rights of first refusal and consent, and has
27 caused Mondo Bongo to suffer damages in an amount to be proven at trial.
28
53
2 there is no adequate remedy at law for Nouvel’s breach of the implied covenant of good faith and
3 fair dealing. Money damages cannot remedy Nouvel’s breach of contract. Since Mondo Bongo
4 acquired its interest in Miraval in 2008, the estate has served as a private home for Pitt and his
5 family. And through Mondo Bongo, Pitt has made substantial investments in the estate and its
6 wine business, which is tied to Pitt’s image and name. Indeed, Jolie and the Stoli Parties
9 207. Mondo Bongo is entitled to specific performance of the implied covenant of good
10 faith and fair dealing in the Quimicum Articles and to the transfer of Nouvel’s Quimicum shares
11 to Mondo Bongo pursuant to the conditions, covenants, and promises required to be performed
12 under the Quimicum Articles. The Stoli Parties were aware of Jolie’s contractual obligations,
13 further rendering specific performance appropriate.
14 FIFTH CLAIM FOR RELIEF

15 (Intentionally Omitted)
16 SIXTH CLAIM FOR RELIEF
17 Tortious Interference with Contractual Relations
18 (By Plaintiff Mondo Bongo Against Defendant Jolie)
19 208. In the alternative to the Third Claim for Relief, and to the extent that Jolie is not
20 the alter ego of Nouvel, Plaintiff Mondo Bongo brings this claim against Jolie for tortious
21 interference with contractual relations.
22 209. Mondo Bongo realleges and incorporates by reference each of Paragraphs 1
23 through 162 as though fully set forth herein.
24 210. At all times relevant to this action, the Quimicum Articles, including the
25 Quimicum Transfer Restrictions, constituted a valid and binding agreement between Mondo
26 Bongo and Nouvel and a valid and binding agreement between Mondo Bongo and Quimicum.
27 211. Jolie was aware of the Quimicum Articles.
28
54
1 212. Jolie intentionally engaged in actions designed to induce Nouvel’s breach of the
2 implied covenant of good faith and fair dealing in the Quimicum Articles and to disrupt the
3 performance of the Quimicum Articles.
4 213. In particular, Jolie undertook the purported sale of Nouvel, the shell entity
5 through which Jolie held her interest in Quimicum, to Tenute del Mondo, in circumvention of the
6 Quimicum Transfer Restrictions. For the purpose of circumventing the Quimicum Transfer
7 Restrictions—which expressly prohibited selling Nouvel’s shares in Quimicum to a third party
8 without obtaining Mondo Bongo’s consent and providing Mondo Bongo the opportunity to buy
9 those shares on the same terms—Jolie and the Stoli Parties structured the purported sale of
10 Jolie’s interest in Quimicum to Tenute del Mondo as a sale of Nouvel while certifying in the
11 Purchase Agreement effecting the purported sale that Nouvel’s “only assets . . . at closing”
12 would be Nouvel’s Quimicum shares and Nouvel’s shareholder loans to Quimicum. See
13 Purchase Agreement § 3.5(a). Numerous statements by Stoli further confirm that the objective
14 of the transaction was to acquire Nouvel’s indirect interest in Miraval, not Nouvel itself.
15 214. The structure of this transaction as a sale of Nouvel—which was merely a shell
16 that acted as a repository for Jolie’s indirect interest in Miraval and conducted no other
17 business—was nothing but an artifice and served no purpose other than to thwart Mondo
18 Bongo’s legitimate expectations in its rights of first refusal and consent pursuant to the
19 Quimicum Articles.
20 215. In addition, the terms of the Confidentiality Agreements, Exclusivity Agreement,
21 and Purchase Agreement all reflect that Jolie and the Stoli Parties intended to keep the very fact
22 of the negotiations between her and the Stoli Parties secret from Pitt and Mondo Bongo to
23 facilitate the violation of Mondo Bongo’s rights and to prevent Mondo Bongo from protecting or
24 exercising those rights. These rights were intended to ensure the quiet enjoyment of the family
25 home Pitt had built and the family nature of the Miraval business he had stewarded. They were
26 also intended to ensure that the business, which was associated with Pitt’s image, continued to
27 operate consistent with the long-term strategy and vision of its founders.
28
55
1 216. Jolie’s actions induced a breach of the Quimicum Articles and disrupted Mondo
2 Bongo’s performance of that contract. The breach and disruption of the Quimicum Articles
3 amount to independent bases on which Jolie’s interference was tortious.
4 217. First, Jolie’s conduct induced Nouvel to breach the implied covenant of good faith
5 and fair dealing in the Quimicum Articles, as set out above and in Plaintiffs’ Fourth Claim for
6 Relief.
7 218. Second, Jolie’s actions induced a disruption of the Quimicum Articles by making
8 Mondo Bongo’s performance of the Articles more costly and burdensome. Mondo Bongo was
9 robbed of the rights of first refusal and consent it possessed under the Quimicum Articles, which
10 were designed to ensure that Mondo Bongo would not be forced to share the family home and
11 business with a stranger. Now, instead of being in a family partnership, Mondo Bongo has been
12 forced into a partnership with Stoli, a large, Russia-affiliated spirits conglomerate that is bent on
13 controlling Miraval, interrupting the smooth management of the business consistent with its
14 long-term vision.
15 219. The unlawful transfer of Nouvel to the Stoli Parties has also disrupted the
16 Quimicum Articles by significantly impairing Quimicum’s operations. In stark contrast to the
17 family partnership that Pitt and Jolie agreed to, Nouvel, at Stoli’s direction and in bad faith, has
18 repeatedly stymied Mondo Bongo’s efforts in connection with the election of Quimicum
19 directors, leaving Quimicum without a functioning board after the transaction purportedly
20 closed. Without a board, Quimicum has been unable to manage its affairs and has been placed at
21 risk of liquidation.
22 220. Contrary to the intended performance of the Quimicum Articles and in
23 furtherance of this disruption, Nouvel has intentionally wreaked havoc on Quimicum’s
24 governance as part of its attempted hostile takeover of Miraval. Mondo Bongo has agreed to
25 Nouvel’s governance proposals, only for Nouvel to shift its negotiating position in bad faith. For
26 example, in February 2023, when Mondo Bongo agreed to Nouvel’s longstanding demand to
27 install a Stoli executive to Quimicum’s board and proposed an independent director as its own
28 candidate, Nouvel did an about-face and instead sought the appointment of a provisional
56
1 administrator by a Luxembourg court with the broadest possible mandate, inconsistent with
2 Quimicum’s historical, supervisory role.
3 221. Nouvel has also engaged in obstruction with respect to the appointment of a
4 Quimicum escrow agent. By order of a Luxembourg court, 10% of Quimicum stock must be
5 held in escrow, pending a merits ruling regarding the validity of Mondo Bongo’s 2013 transfer of
6 that stock to Nouvel. Nouvel has failed to cooperate in the selection of an escrow agent for that
7 Quimicum stock, refusing to waive its ability to bring claims in the United States against any
8 escrow agent, causing qualified candidates to retract their candidacy. The Luxembourg courts
9 overseeing these proceedings have admonished Nouvel for its obstructive behavior.
10 222. As a direct and proximate result of Jolie’s wrongful conduct in inducing a breach
11 of the implied covenant of good faith and fair dealing in the Quimicum Articles and, separately,
12 the disruption of the performance of the Quimicum Articles, Mondo Bongo has suffered
14 223. Jolie engaged in her wrongful conduct with malice, oppression, or fraud.
15 Accordingly, Mondo Bongo requests that punitive damages be awarded in an amount sufficient
16 to sanction this conduct and to deter those who would commit or knowingly seek to profit from
17 similar actions, now and in the future.
19 there is no adequate remedy at law for Jolie’s tortious interference with the Quimicum Articles.
20 Money damages cannot remedy Jolie’s tortious interference: Since Pitt and Jolie acquired their
21 interests in Miraval in 2008, the estate has served as a private home for Pitt and his family, and
22 he has made substantial investments in it and its wine business, which is tied to Pitt’s image and
23 name. Indeed, Jolie and the Stoli Parties themselves recognized that the estate and business are
24 unique assets, and any impairment of those assets cannot be adequately remedied by money
25 damages. See Purchase Agreement § 9.8. In addition, the Stoli Parties were aware of Jolie’s
26 tortious interference, further rendering specific performance appropriate.
27
28
57
1 SEVENTH CLAIM FOR RELIEF
3 (By Plaintiff Mondo Bongo against the Defendant Stoli Parties)
6 226. At all times relevant to this action, the Quimicum Articles, including the
7 Quimicum Transfer Restrictions, constituted a valid and binding agreement between Mondo
8 Bongo and Nouvel and a valid and binding agreement between Mondo Bongo and Quimicum.
9 227. The Stoli Parties were aware of the Quimicum Articles.
10 228. The Stoli Parties intentionally engaged in actions designed to induce Nouvel’s
11 breach of the implied covenant of good faith and fair dealing in the Quimicum Articles and to
12 disrupt the performance of the Quimicum Articles.
13 229. In particular, the Stoli Parties undertook the purported sale of Nouvel, the shell
14 entity through which Jolie held her interest in Quimicum, to Tenute del Mondo, in circumvention
15 of the Quimicum Transfer Restrictions. For the purpose of circumventing the Quimicum
16 Transfer Restrictions—which expressly prohibited selling Nouvel’s shares in Quimicum to a
17 third party without obtaining Mondo Bongo’s consent and providing Mondo Bongo the
18 opportunity to buy those shares on the same terms—Jolie and the Stoli Parties structured the
19 purported sale of Jolie’s interest in Quimicum to Tenute del Mondo as a sale of Nouvel while
20 certifying in the Purchase Agreement effecting the purported sale that Nouvel’s “only assets . . .
21 at closing” would be Nouvel’s Quimicum shares and Nouvel’s shareholder loans to Quimicum.
22 See Purchase Agreement § 3.5(a). Numerous statements by Stoli further confirm that the
23 objective of the transaction was to acquire Nouvel’s indirect interest in Miraval, not Nouvel
24 itself.
25 230. The structure of this transaction as a sale of Nouvel—which was merely a shell
26 company that acted as a repository for Jolie’s indirect interest in Miraval and conducted no other
27 business—was nothing but an artifice and served no other purpose other than to thwart Mondo
28
58
1 Bongo’s legitimate expectations in its rights of first refusal and consent pursuant to the
2 Quimicum Articles.
3 231. In addition, the terms of the Confidentiality Agreements, Exclusivity Agreement,
4 and Purchase Agreement all reflect that Jolie and the Stoli Parties intended to keep the very fact
5 of the negotiations between them secret from Pitt and Mondo Bongo to facilitate the violation of
6 Mondo Bongo’s rights and to prevent Mondo Bongo from protecting or exercising its rights.
7 These rights were intended to ensure the quiet enjoyment of the family home Pitt had built and
8 the family nature of the Miraval business. They were also intended to ensure that the business,
9 which was associated with Pitt’s image, continued to operate consistent with the long-term
10 strategy and vision of its founders.
11 232. The actions of the Stoli Parties induced a breach of the Quimicum Articles and
12 also disrupted Mondo Bongo’s performance of that contract. The breach and disruption of the
13 Quimicum Articles amount to independent bases on which the Stoli Parties’ interference was
14 tortious.
15 233. First, the Stoli Parties’ conduct induced Jolie and Nouvel’s breach of the implied
16 covenant of good faith and fair dealing in the Quimicum Articles, as set out above and in
17 Plaintiffs’ Third and Fourth Claims for Relief.
18 234. Second, the Stoli Parties’ actions induced a disruption of the Quimicum Articles
19 by making Mondo Bongo’s performance of the Quimicum Articles more costly and burdensome.
20 Mondo Bongo was robbed of the rights of first refusal and consent it possessed under the
21 Quimicum Articles, which were designed to ensure that Mondo Bongo would not be forced to
22 share the family home and business with a stranger. Now, instead of being in a family
23 partnership, Mondo Bongo has been forced into a partnership with Stoli, a large, Russia-
24 affiliated spirits conglomerate bent on controlling Miraval, interrupting the smooth management
25 of the business consistent with its long-term vision.
26 235. The unlawful transfer of Nouvel to the Stoli Parties has also disrupted the
27 Quimicum Articles by significantly impairing Quimicum’s operations. Nouvel, at Stoli’s
28 direction and in bad faith, has repeatedly stymied Mondo Bongo’s efforts in connection with the
59
1 election of Quimicum directors, leaving Quimicum without a functioning board after the
2 transaction purportedly closed. Without a board, Quimicum has been unable to manage its
3 affairs and has been placed at risk of judicial liquidation.
4 236. Contrary to the intended performance of the Quimicum Articles, and in
5 furtherance of this disruption, Nouvel has intentionally wreaked havoc on Quimicum’s
6 governance as part of its attempted hostile takeover of Miraval. Mondo Bongo has agreed to
7 Nouvel’s governance proposals, only for Nouvel to shift its negotiating position in bad faith. For
8 example, in February 2023, when Mondo Bongo agreed to Nouvel’s long-standing demand to
9 install a Stoli executive to Quimicum’s board and proposed an independent director as its own
10 candidate, Nouvel did an about-face and instead sought the appointment of a provisional
11 administrator by a Luxembourg court with the broadest possible mandate, inconsistent with
12 Quimicum’s historical, supervisory role.
13 237. Nouvel has also engaged in obstruction with respect to the appointment of a
14 Quimicum escrow agent. By order of a Luxembourg court, 10% of Quimicum stock must be
15 held in escrow, pending a merits ruling regarding the validity of Mondo Bongo’s 2013 transfer of
16 that stock to Nouvel. Nouvel has failed to cooperate in the selection of an escrow agent for that
17 Quimicum stock, refusing to waive its ability to bring claims in the United States against any
18 escrow agent, causing qualified candidates to retract their candidacy. The Luxembourg courts
19 overseeing these proceedings have admonished Nouvel for its obstructive behavior.
20 238. As a direct and proximate result of the Stoli Parties’ wrongful conduct in inducing
21 a breach of the implied covenant of good faith and fair dealing in the Quimicum Articles and,
22 separately, the disruption of the performance of the Quimicum Articles, Plaintiffs have suffered
24 239. The Stoli Parties engaged in wrongful conduct with malice, oppression, or fraud.
25 Accordingly, Mondo Bongo requests that punitive damages be awarded in an amount sufficient
26 to sanction this conduct and to deter those who would commit or knowingly seek to profit from
28
60
2 there is no adequate remedy at law for the Stoli Parties’ tortious interference with the Quimicum
3 Articles. Money damages cannot remedy the Stoli Parties’ tortious interference: Since Pitt and
4 Jolie acquired their interests in Miraval in 2008, the estate has served as a private home for Pitt
5 and his family, and Pitt has made substantial investments in it and its wine business, which is
6 tied to Pitt’s image and name. Indeed, Jolie and the Stoli Parties themselves recognized that the
7 estate and business are unique assets, and any impairment of those assets cannot be adequately
8 remedied by money damages. See Purchase Agreement § 9.8. In addition, the Stoli Parties were
9 aware of Jolie’s tortious interference further rendering specific performance appropriate.
10 EIGHTH CLAIM FOR RELIEF 1

12 (By Plaintiff Pitt Against Defendant Nouvel and the Defendant Stoli Parties)
13 241. Plaintiff Pitt realleges and incorporates by reference each of Paragraphs 1 through
14 162 as though fully set forth herein.
15 242. At all times relevant to this action, Pitt and Jolie were subject to an
16 implied-in-fact contract, pursuant to which Pitt and Jolie would hold their respective interests in
17 Miraval together, and, if the time ever came, sell their interests separately only with the other’s
18 consent.
19 243. The Stoli Parties were aware of Jolie’s contractual obligations to Pitt, as
20 evidenced by, among other things, their knowledge of the couple’s relationship, their knowledge
21 that Miraval was a family home and family business, the fact that their previous efforts to
22 acquire Miraval had been rejected, their internal documents reflecting concern that Pitt would not
23 consent to their entry, the fact that they intentionally shrouded their negotiations with Jolie in
24 secrecy, their planning and efforts to obtain Pitt’s acceptance of their investment, the ATROs
25
1
In the interests of clarity and readability, Plaintiffs have split the Seventh Claim for Relief of their Second
26 Amended Complaint into two claims. Thus, the Seventh and Eighth Claims in this Third Amended Complaint
reflect subparts of the Second Amended Complaint’s Seventh Claim for Relief concerning the Stoli Parties’ tortious
27 interference with the Quimicum Articles and tortious interference with Pitt and Jolie’s implied-in-fact contract,
respectively. In addition, Plaintiffs have added Nouvel as a defendant to the Eighth Claim.
28
61
1 stipulation in which Pitt stated that he was not consenting to the sale of Nouvel, and Perrin’s
2 public statements squashing sale rumors and explaining that Miraval was an investment “for the
3 family and the children.”
4 244. Nouvel was aware of Jolie’s contractual obligations to Pitt, as evidenced by,
5 among other things, the fact that Terry Bird served as both manager of Nouvel and Jolie’s
6 personal business manager at all times relevant. By virtue of those positions, Bird had extensive
7 knowledge of Pitt and Jolie’s business dealings with respect to Miraval, including Pitt and Jolie’s
8 agreement to hold their respective interests together, and, if the time ever came, sell their
9 interests separately only with the other’s consent.
10 245. The Stoli Parties and Nouvel intentionally engaged in actions designed to induce
11 Jolie to breach her implied-in-fact contract with Pitt. In particular, the Stoli Parties and Nouvel
12 induced Jolie to sell her interest in Nouvel to Tenute del Mondo in violation of Jolie’s
13 contractual obligations to Pitt.
14 246. The actions of the Stoli Parties and Nouvel did in fact cause Jolie to breach her
15 contractual obligations to Pitt, as set out above in Plaintiffs’ First Claim for Relief.
16 247. The Stoli Parties and Nouvel engaged in wrongful conduct with malice,
17 oppression, or fraud. Accordingly, Pitt requests that punitive damages be awarded in an amount
18 sufficient to sanction this conduct and to deter those who would commit or knowingly seek to
19 profit from similar actions, now and in the future.
21 there is no adequate remedy at law for the Stoli Parties’ and Nouvel’s tortious interference with
22 Pitt’s contractual relationship with Jolie. Money damages cannot remedy the tortious
23 interference: Since Pitt and Jolie acquired their interests in Miraval in 2008, the estate has
24 served as a private home for Pitt and his family, and Pitt has made substantial investments in it
25 and its wine business, which is tied to Pitt’s image and name. Indeed, the Stoli Parties
28
62
1 NINTH CLAIM FOR RELIEF 2
2 Tortious Interference with Prospective Business Relations
3 (By Plaintiffs Against Defendants)
4 249. Plaintiffs reallege and incorporate by reference each of Paragraphs 1 through 162
5 as though fully set forth herein.
6 250. At all times relevant to this action, consistent with the long-term strategic vision
7 of the Miraval business and brand, Plaintiffs have had business relations with Château Miraval
8 S.A., Miraval Provence, Nouvel, Familles Perrin, and Marc Perrin that were or are likely to yield
9 future and continued benefits to Plaintiffs.
10 251. Defendants knew of these business relations and the likelihood of continued
11 benefits to Plaintiffs.
12 252. Defendants intentionally engaged in actions designed to disrupt Plaintiffs’
13 continued business relations and did in fact disrupt those relations.
14 253. In particular, but for Defendants’ tortious conduct, there was a reasonable
15 probability that Pitt would have purchased Nouvel’s Quimicum shares as a result of his
16 negotiations with Jolie and Nouvel. Consummation of this deal would have given Plaintiffs a
17 greater economic stake in Miraval and allowed them to maintain their business relations with
18 Château Miraval S.A., Miraval Provence, Familles Perrin, and Marc Perrin consistent with the
19 long-term strategy of holding Miraval as a family-owned and operated business attached to Pitt’s
20 celebrity image.
21 254. Defendants knew of Plaintiffs’ negotiations with Jolie and Nouvel and of the
22 prospective business relations by which Pitt would purchase Nouvel’s shares in Quimicum.
23 Indeed, while Jolie conducted secret, parallel negotiations with the Stoli Parties for the sale of
24 Nouvel, her counsel provided the Stoli Parties with detailed feedback regarding the state of the
25 negotiations with Plaintiffs.
26
27 2
This Claim reflects the Second Amended Complaint’s Eighth Claim for Relief, on which the Court granted
Plaintiffs leave to amend.
28
63
1 255. Defendants intentionally engaged in actions designed to disrupt these
2 negotiations, and as a consequence, Plaintiffs’ prospective business relations in purchasing
3 Nouvel’s Quimicum shares and their continued business relations with Château Miraval S.A.,
4 Miraval Provence, Familles Perrin, and Marc Perrin.
5 256. Specifically, on May 12 and June 15, 2021, Nouvel entered into Confidentiality
6 Agreements with Tenute del Mondo requiring Tenute del Mondo to keep confidential the fact of
7 their negotiations. See Confidentiality Agreement §§ 1.1, 2. The purpose of these
8 Confidentiality Agreements was to keep Plaintiffs in the dark regarding Jolie’s negotiations with
9 the Stoli Parties, which were conducted secretly and in bad faith while Jolie was simultaneously
10 negotiating with Plaintiffs.
11 257. Jolie and Tenute del Mondo then executed an Exclusivity Agreement in July
12 2021, outlining the putative terms of Tenute del Mondo’s purchase of Nouvel. The primary
13 purpose of this Exclusivity Agreement was again to ensure that Plaintiffs would be kept in the
14 dark regarding Jolie’s negotiations with Stoli and to prevent Plaintiffs from purchasing Nouvel’s
15 shares in Quimicum, thereby also undermining the family nature of the business and Plaintiffs’
16 continued relations with Château Miraval S.A., Miraval Provence, Familles Perrin, and Marc
17 Perrin.
18 258. Defendants did in fact disrupt Plaintiffs’ business relations with Château Miraval
19 S.A., Miraval Provence, Nouvel, Familles Perrin, and Marc Perrin and their expectation of profit
20 from the purchase of Nouvel’s shares in Quimicum.
21 259. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiffs have
22 suffered damages in an amount to be proven at trial. Had Plaintiffs acquired Nouvel’s interest in
23 Quimicum and Miraval, as they would have but for Defendants’ interference, they would have
24 possessed a significantly larger economic stake in Miraval and benefitted from its growth.
25 Defendants’ conduct, which resulted in Jolie’s putative sale to Tenute del Mondo, has also
26 disturbed Plaintiffs’ long-term business strategy that Miraval be maintained as a family-owned
27 and family-operated French vineyard closely associated with Pitt’s personal brand.
28
64
1 260. Defendants’ conduct was independently wrongful for several independent
2 reasons:
3 (a) The Stoli Parties’ and Nouvel’s conduct amounted to tortious interference with
4 Jolie’s implied-in-fact contract (see Claims 1 and 8);
5 (b) Jolie, Nouvel, and the Stoli Parties’ conduct in attempting to circumvent the
6 Quimicum Transfer Restrictions amounted to breach of, and tortious interference
7 with, the Quimicum Articles (see Claims 6 and 7), including through Jolie’s
8 putative sale to the Stoli Parties in October 2021 and their execution of an
9 Exclusivity Agreement in July 2021;
10 (c) Defendants’ conduct violated Article 1382 of the Luxembourg Civil Code,
11 which prohibits any act of a person, of whatever nature, that causes damage to
12 another person through faulty conduct. The wrongful circumvention of the
13 Quimicum Articles caused harm to Pitt, Mondo Bongo, Quimicum, Château
14 Miraval S.A., Miraval Provence, Familles Perrin, and Perrin by preventing
15 Plaintiffs from exercising Mondo Bongo’s right of first refusal, thereby
16 interfering in the long-term strategy of operating Miraval as a family-owned
17 business associated with Pitt’s celebrity image; and
18 (d) Jolie and the Stoli Parties’ conduct violated French Civil Code Article 1240,
19 which creates a cause of action for faulty conduct causing harm to another, as the
20 wrongful circumvention of the Quimicum Articles caused harm to Pitt, Mondo
21 Bongo, Quimicum, Château Miraval S.A., Miraval Provence, Familles Perrin, and
22 Perrin by preventing Plaintiffs from exercising Mondo Bongo’s right of first
23 refusal, thereby interfering in the long-term strategy of operating Miraval as a
24 family-owned business attached to Pitt’s celebrity image.
25 261. Defendants engaged in wrongful conduct with malice, oppression, or fraud.
26 Accordingly, Plaintiffs request that punitive damages be awarded in an amount sufficient to
27 sanction this conduct and to deter those who would commit or knowingly seek to profit from
65
2 there is no adequate remedy at law for Defendants’ tortious interference with Pitt and Mongo
3 Bongo’s business relations. Money damages cannot remedy Defendants’ tortious interference:
4 Since Pitt and Jolie acquired their interests in Miraval in 2008, the estate has served as a private
5 home for Pitt and his family, and Pitt has made substantial investments in it and its wine
6 business, which is tied to Pitt’s image and name. Indeed, Defendants themselves recognized that
7 the estate and business are unique assets, and any impairment of those assets cannot be
8 adequately remedied by money damages. See Purchase Agreement § 9.8.
10
11
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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 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.
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67
DATED: April 8, 2024 BIRD, MARELLA, RHOW,
1 LINCENBERG, DROOKS & NESSIM, LLP
John V. Berlinski
2
4
By:
5
John V. Berlinski
6

9 Ioannis D. Drivas (pro hac vice application
forthcoming)
10 51 West 52nd Street
New York, NY 10019
11 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
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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: April 8, 2024 BIRD, MARELLA, RHOW,
5 LINCENBERG, DROOKS & NESSIM, LLP
John V. Berlinski
6
9
By:
10
John V. Berlinski
11
12

15 Ioannis D. Drivas (pro hac vice application
forthcoming)
16 51 West 52nd Street
New York, NY 10019
17 Telephone: (212) 403-1000
Facsimile: (212) 403-2000
18
20
21
22
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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 70
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 71
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 72
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 73
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 74
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 75
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 76
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 77
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 78
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 79
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 80
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
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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
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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
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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
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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
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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
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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
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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
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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 89
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 90
1 PROOF OF SERVICE
2 Pitt v. Jolie
Case No. 22STCV06081
3
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
4
At the time of service, I was over 18 years of age and not a party to this action. I am
5 employed in the County of Los Angeles, State of California. My business address is 1875 Century
Park East, 23rd Floor, Los Angeles, CA 90067-2561.
6
On April 8, 2024, I served the following document(s) described as THIRD AMENDED
7 COMPLAINT FOR: (1) BREACH OF IMPLIED-IN-FACT CONTRACT; (2) BREACH OF
QUASI-CONTRACT, PLEADED IN THE ALTERNATIVE; (3) & (4) BREACH OF
8 IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING; (6) TORTIOUS
INTERFERENCE WITH CONTRACTUAL RELATIONS, PLEADED IN THE
9 ALTERNATIVE; (7) & (8) TORTIOUS INTERFERENCE WITH CONTRACTUAL
RELATIONS; AND (9) TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS
10 RELATIONS; DEMAND FOR JURY TRIAL on the interested parties in this action as follows:
11 SEE ATTACHED SERVICE LIST
12 BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused the document(s) to be

sent from email address kminutelli@birdmarella.com to the persons at the e-mail addresses listed
13 in the Service List. I did not receive, within a reasonable time after the transmission, any
electronic message or other indication that the transmission was unsuccessful.
14
I declare under penalty of perjury under the laws of the State of California that the
15 foregoing is true and correct.
16 Executed on April 8, 2024, at Los Angeles, California.
17
18 /s/ Karen M. Minutelli

Karen M. Minutelli
19
20
21
22
23
24
25
26
27
28
PROOF OF SERVICE
1 SERVICE LIST
Pitt v. Jolie
2 Case No. 22STCV06081
3 Paul D. Murphy Laura W. Brill

Daniel N. Csillag Daniel Barlava
4 MURPHY ROSEN LLP Matthew Bernstein
100 Wilshire Boulevard, Suite 1300 KENDALL BRILL & KELLY LLP
5 Santa Monica, CA 90401 10100 Santa Monica Boulevard, Suite 1725
Telephone: (310) 899-3300 Los Angeles, CA 90067-4013
6 Email: pmurphy@murphyrosen.com Telephone: (310) 556-2700
Email: dcsillag@murphyrosen.com Email: lbrill@kbkfirm.com
7 Counsel for Defendant and Cross- Email: dbarlava@kbkfirm.com
Complainant Angelina Jolie Email: mbernstein@kbkfirm.com
8 Counsel appearing specially to challenge
jurisdiction on behalf of Cross-Defendants
9 Roland Venturini and Gary Bradbury
10 Joe Tuffaha Keith R. Hummel

Prashanth Chennakesavan Justin C. Clarke
11 LTL ATTORNEYS LLP Jonathan Mooney
300 South Grand Avenue, Suite 1400 CRAVATH, SWAINE & MOORE LLP
12 Los Angeles, CA 90071 Worldwide Plaza
Telephone: (213) 612-8900 825 Eighth Avenue
13 Email: joe.tuffaha@ltlattorneys.com New York, NY 10019
Email: Telephone: (212) 474-1000
14 prashanth.chennakesavan@ltlattorneys.com Email: khummel@cravath.com
Counsel for Defendant and Cross- Email: jcclarke@cravath.com
15 Complainant Nouvel, LLC and Defendant Email: jmooney@cravath.com
Tenute del Mondo B.V., and specially Counsel for Defendant and Cross-
16 appearing to challenge jurisdiction on behalf Complainant Nouvel, LLC and Defendant
of Defendants Yuri Shefler, Alexey Oliynik, Tenute del Mondo B.V., and specially
17 and SPI Group Holding, Ltd. appearing to challenge jurisdiction on behalf
of Defendants Yuri Shefler, Alexey Oliynik,
18 and SPI Group Holding, Ltd.
19 Mark Drooks S. Gale Dick
BIRD, MARELLA, RHOW, LINCENBERG, Phoebe King
20 DROOKS & NESSIM, LLP Randall Bryer
1875 Century Park East, 23rd Floor COHEN & GRESSER LLP
21 Los Angeles, CA 90067-2561 800 Third Avenue
Telephone: 310 201-2100 New York, NY 10022
22 Email: mdrooks@birdmarella.com Telephone: (212) 707-7263
Counsel appearing specially to challenge Email: SGDick@CohenGresser.com
23 jurisdiction on behalf of Cross-Defendants Email: PKing@CohenGresser.com
Marc-Olivier Perrin, SAS Miraval Provence, Email: rbryer@cohengresser.com
24 Familles Perrin, SAS Petrichor, Vins et Counsel appearing specially to challenge
Domaines Perrin SC, SASU Le Domaine, and jurisdiction on behalf of Cross-Defendants
25 SAS Distilleries de la Riviera Marc-Olivier Perrin, SAS Miraval Provence,
Familles Perrin, SAS Petrichor, Vins et
26 Domaines Perrin SC, SASU Le Domaine,
and SAS Distilleries de la Riviera
27
28
PROOF OF SERVICE

Attorneys For Plaintiffs and Cross-Defendants William B. Pitt and Mondo Bongo, LLC

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1 WACHTELL, LIPTON, ROSEN & KATZ

Jonathan M. Moses (admitted pro hac vice)

Telephone: (212) 403-1000

6 BIRD, MARELLA, RHOW,

13 SUPERIOR COURT OF THE STATE OF CALIFORNIA

PLAINTIFFS’ THIRD AMENDED COMPLAINT

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

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

7 1-10, pleading as follows:

15 “I agree it all has to go if it goes.”

16 The former couple thus began exclusive buyout negotiations.

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

11 Miraval and key to its success.

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

4 partnership with Perrin, upon which Miraval was built.

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

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

17 17. Defendant Yuri Shefler is an individual who purports to reside in Switzerland.

19 Tenute del Mondo, and Nouvel.

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

27 20. The names and capacities, whether individual, corporate, or otherwise, of

4 JURISDICTION AND VENUE

7 the acts alleged herein in California.

11 committed the acts alleged herein in California.

15 relate to Shefler’s forum-related contacts.

19 relate to Oliynik’s forum-related contacts.

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

5 but are not limited to the following:

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

19 related correspondence to Shefler personally.

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

5 to partner with him.

6 d. Oliynik, as Shefler’s right-hand man and a director of SPI Group Limited,

24 directed their conduct toward California.

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

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

9 its conduct in this regard emanates from the State of California.

15 federal court for use in European litigation.

23 and are subject to jurisdiction before this Court.

25 A. Pitt and Jolie acquire Miraval.

4 associated wine business.)

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

11 and business would be derailed.

15 business manager would later send to Pitt.

28 these promises she made him.

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

16 approval of 75% of shareholders.

23 enhanced right of first refusal.

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

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

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

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

16 held a 50% interest in Quimicum and, by extension, Miraval.

23 resolution of the matter.)

2 relationship—further manifested her understanding of the same.

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

9 the moments you have created for them.”

21 the acidity? Is it going to rain?”

24 it for meetings related to my international work.”

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

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

22 those investments in the property and the business.

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