IN THE HIGH COURT OF JUSTICE ru ~ ~T~~nv nTvrcrnrr BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES BUSINESS LIST(ChD) Claim No: HC-2016-002798

Amended Particulars of Claim under CPR rule 17.1(2)(a) Re-Amended Particulars of Claim by Order of His Honour Judge Kramer dated 18 July 2018

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RAS AL KHAIMAH INVESTMENT AUTHORITY Claimant and -

FARIIAD AZIMA Defendant

RE-AMENDED PARTICULARS OF CLAIM

THE PARTIES 1. The Claimant (`RAKIA') is the investment authority of the Emirate of , and has its office address at Ras Al Khaimah, United Arab , P.O. Box 31291.

2. The Defendant (`Mr Azima') is an individual resident in the United States of America, whose current or last known address is 5921 Ward Parkway, Kansas City, Missouri 64113.

THE SETTLEMENT AGREEMENT 3. Mr Azima is the 100% shareholder in HeavyLift International Airlines (`HeavyLift'), a company incorporated in the with its office address at , United Arab Emirates, PO Box 9061. HeavyLift was purportedly struck off the register of Sharjah free zone of companies around Apri12013.

4. On 2 March 2016, RAKIA entered into a written settlement agreement with Mr Azima and purportedly HeavyLift (the `Settlement Agreement'). A true copy of the Settlement Agreement is appended to these Particulars of Claim at appendix 1.

4A. The recitals to the Settlement Agreement referred to the joint venture agreement entered between HeavyLift and the former national airline of Ras Al Khaimah, RAK Airways PJSC ("RAK Airways") on 12 April 2007 concerning the establishment of an aircraft simulator and training facility at Ras Al Khaimah International Airport (the "Training

1 14593993-3 Academy Joint Venture"). The recitals recorded that, "HeavyLift, acting through Mr Azima, has asserted that RAK Airways owes HeavyLiftfor investments HeavyLift made in the joint venture pursuant to the Joint Venture AgreemenP' and that the parties to the Settlement Agreement "wishe[dJ to resolve all outstanding issues Yelating to the Joint Venture Agreement". The Settlement Agreement then set out the terms on which the parties had agreed to settle any claims that Mr Azima or HeavyLift may have against RAKIA or any other RAK entity.

FRAUDULENT MISREPRESENTATION CONCERNING THE AMOUNTS INVESTED BY

HEAVYLIFT IN THE TRAINING ACADEMY JOINT VENTURE

4B. The parties' respective obligations in respect of the Training Academy Joint Venture were recorded in a joint venture agreement dated 12 April 2007 (the "Training Academy JVA"). The Training Academy JVA was signed by Mr Azima, on behalf of HeavyLift, and by Dr Massaad on behalf of both RAK Airways (as a party) and RAKIA (as guarantor of RAK Airways' performance under the Training Academy JVA). Under the terms of the Training Academy JVA, the parties agreed that HeavyLift would, among other things, provide and maintain a working DC-8 flight simulator, while RAK Airways would construct an appropriate facility to house the simulator. A RAK Free Zone company, RAK-HeavyLift Training Academy FZ-LLC, was incorporated on 11 April 2017 for the purpose of implementing and running the Training Academy Joint Venture.

4C. Pursuant to the Training Academy JVA, RAK Airways constructed a building to house the Training Academy at Ras Al Khaimah International Airport. HeavyLift subsequently installed asecond-hand DC-8 aircraft simulator, which it had previously acquired from MK Airways Limited for a total cost of US$167,500, in that building.

4D. The Training Academy opened for business in late 2007. It operated for several years until RAK Airways and HeavyLift jointly decided to close the Training Academy and to terminate the Training Academy Joint Venture.

4E. On 2 September 2013, Ray Adams (acting on behalf of Mr Azima) sent a letter to the then Chief Executive Officer of RAKIA, Jim Stewart, concerning "unresolved" matters regarding the Training Academy Joint Venture. The letter alleged that RAK Airways had failed to fulfil its obligations in respect of the Training Academy Joint Venture and alleged that RAKIA was therefore obligated to reimburse the substantial expenses that HeavyLift had incurred in performing its obligations in relation to the joint venture. The letter stated: "A substantial investment was undertaken by HeavyLift on behalf of the joint venture. That investment includes, among other things:

2 14593993-3 1. Cash, training materials, and equipment of approximately $2,260,000 USD.

2. Staff and management time and related costs contributed by our US company. [...]

[D]ue to the failure of RAK Airways to provide its share of the joint venture investment, the amount HeavyLift has already disbursed needs to be repaid."

4F. On 6 July 2015, Afsaneh Azadeh (acting on behalf of Mr Azima) emailed a letter to Jamie Buchanan on behalf of RAKIA (copying Mr Azima) regarding the Training Academy Joint Venture. The letter stated amongst other things that prior to its termination "HeavyLift had already invested $2.5 million" to the Training Academy Joint Venture. The letter further stated that while hard copies of the Training Academy Joint Venture's audited accounts for 2007 and 2008 were not available, an extract from the "Director's Report and Balance Sheet Signature page" showed that as of 31 December 2008 the "Total Investment by HeavyLift" in the Training Academy Joint Venture was $2,582,881, which included a "Capital Contribution" of $1,000,000, "Share Capital" of $40,000 plus a further investment of $1,542,881 "Due to Related Parties ".

4G. In October 2015, Mr Buchanan engaged in email correspondence with Ms Azadeh (acting on behalf of Mr Azima) concerning a possible settlement of any potential claims that HeavyLift might have against RAKIA arising from the Training Academy Joint Venture. During that exchange of communications, Mr Buchanan explained that he required further information in respect of the losses that it was claimed HeavyLift had sustained as a result of RAK Airways' alleged breaches of the Training Academy JVA. In particular: 4G.1 On 21 October 2015, Mr Buchanan sent an email to Ms Azadeh stating that he was in the process of compiling "a list of questions" and that, "Subject to youY responses, we can then get to the heart ofwhat may be due to you." 4G.2 On 27 October 2015, Mr Buchanan sent a further email to Ms Azadeh in which he stated that: "I will hopefully get my questions to you by close of business Sunday 1 November. The answeYs will then enable me to assess the value ofamounts owing, ifany."

4H. On 29 October 2015, Mr Buchanan sent an email to Mr Azima concerning the Training Academy Joint Venture. The email contained a timeline of events concerning the Training Academy Joint Venture and referred to previous statements by Mr Azima that HeavyLift was entitled to approximately US$2.5 million in respect of the Training Academy Joint Venture. Mr Buchanan asked Mr Azima to clarify the amount that HeavyLift claimed to have lost as a result of the alleged breaches of the Training Academy JVA and to provide an explanation of the basis for those calculations:

3 14593993-3 "In order to clarify matters, I should be grateful if you would provide me with information on the following: Details please of the basis of the claims with reference to the JV: which particular provisions of the JV do you say have been breached? Where you say breaches have occurred can you please let me know what loss you say has been caused by those breaches. It would be helpful if you could provide evidence as to how you have calculated the loss."

4I. On 10 November 2015, Mr Azima forwarded an email to Mr Buchanan that contained several references to the amount HeavyLift had invested in the Training Academy Joint Venture. The email attached a number of documents and explained that: "I attach for your review the following: 1. Copy of Signed JV Agreement on the RAK-HeavyLift Training Academy signed by RAK Airways with performance guaranteed by RAKIA. 2. Copy of 2013.09.02 Letter to Jim Stewart(who at the time was running RAKIA)outlining our claim for loss. 3. Copy of 2015.05.31 Statement of Account outlining in detail our loss. 4. Copy of the 2008.1231 [sic] Management Accounts Balance Sheet on RAK-HeavyLift Training Academy which reflects the $2,260,000 investment of HeavyLift in the assets of the Academy. 5. Copy of the first 2 pages of the 2007 audit of RAK-HeavyLift Training Academy which supports the $2,260,000 investment shown in the Management Accounts. Unfortunately, the audit reports were in my office at the Academy and were destroyed after we were instructed to vacate and leave the building. We were also instructed to leave all records. We left all records in the care and custody of RAK Airways. Total Loss Per Statement of Account = $2,260,000 + $425,000 = $2,685,000."

4J. The attachments to the email referred to at paragraph 4I above included: 4J.1 A "Statement ofAccount" dated 31 May 2015, which stated amongst other things that (i) RAK-HeavyLift Training Academy FZ-LLC had received a fixed asset investment totaling US$2,260,000, which included expenditure of US$1,726,000 in respect of "Simulator (including installation &certification)" and (ii) there had been a further investment of US$425,000 in the company in the form of "Staff&Related Costsfrom US Company". 4J.2 A "Comparative Balance Sheet" which stated amongst other things that as at 31 December 2007 and 31 December 2008, RAK-HeavyLift Training Academy FZ- LLC owned a flight simulator worth US$1,725,959.

4K. On 14 November 2015, Mr Buchanan sent an email to Mr Azima stating that: "I have now reviewed Ray's email and have been authorised to verify the 4 14593993-3 various valuations referenced in his email. My team is working on this as a matter of priority, but it would help me greatly if you could confirm what you believe to be the US$ value of HLI's claim. This will ensure I am targeting the right number. [...]

In relation to valuations, and given your extensive experience in the aviation sector, I would be grateful for your thoughts on the current value of the simulator. I understand this was the largest single asset that HLI contributed to the training academy. Is there a market for these simulators? If so, we would like to enlist your help in finding a suitable buyer. [...]

To date, our analysis has been that any failure to contribute the land (ie., perform the obligations under the agreement) is the basis for considering compensation to HLI for the amounts it contributed to the joint venture, including the additional management time cost/expense noted in Ray's email. I believe I will be able to persuade the relevant stakeholders in RAK that there is a moral obligation to compensation HLI on that basis.

4L. Mr Azima replied the same day expressing his "disappoint~mentJ" at Mr Buchanan's email. Mr Buchanan replied to that message later that day with an email which stated: "I am sure you appreciate that I need to be able to formally justify the value which you place on your claims? It will assist me greatly if you can place a US$ value on your claim, let me know how you arrive at your figure and provide the evidence and justification for it. I need your estimate of loss —what you have suffered. Without this how can I know I am targeting the right number?"

4M. On 15 November 2015, Mr Adams (acting on behalf of Mr Azima) sent an email to Mr Buchanan replying to that message. The email (which was copied to Mr Azima) stated:

"Mr. Anima requested that I again outline our claim, which is in 2 parts: [...] Part 2 is for our net investment in the assets of the Academy due to the failed performance on the part of RAK Airways. We have not added on any intangibles such as loss of profit. We have previously provided documentation for this portion of the claim totaling USD $2,685,000."

4N. The communications sent by or on behalf of Mr Anima at paragraphs 4E, 4F, 4I, 4J and 4M, above constituted a representation that HeavyLift had invested a total of US$2,685,000 into the Training Academy Joint Venture, which included expenditure of approximately US$1,726,000 in respect of the flight simulator as described in earlier documents provided to RAKIA ("the HeavyLift Investment Representation").

40. The HeavyLift Investment Representation was made to RAKIA with the intention that RAKIA would rely on it. In support of this averment RAKIA will refer inter alia to the following facts and matters: 40.1 The HeavyLift Investment Representation was made in the context of unequivocal assertions by Mr Anima (or those acting on his behalfl that RAKIA was obligated 5 14593993-3 to reimburse the investment costs that HeavyLift had allegedly incurred in connection with the Training Academy Joint Venture more than half a decade earlier. The HeavyLift Investment Representation was made in support of those demands for payment and, as such, was self-evidently intended to be relied on by RAKIA as accurate descriptions of the quantum of HeavyLift's investment in the Training Academy Joint Venture. 40.2 During the course of the communications between Mr Azima and RAKIA in 2015, RAKIA's representative, Mr Buchanan, repeatedly asked Mr Azima (and those acting on his behalfl to quantify the value of HeavyLift's alleged claim arising out of the Training Academy Joint Venture, since that information was required in order to determine RAKIA's response to the demands for payment. It was therefore made clear to Mr Azima that RAKIA would be relying on the accuracy of any representations made by or on his behalf regarding the amount of HeavyLift's investment in the Training Academy Joint Venture. 40.3 Further, in correspondence with Mr Buchanan, Mr Azima and those acting on his behalf made repeated references to the absence of full historic accounting records capable of evidencing the amount of HeavyLift's investment in the Training Academy Joint Venture. In those circumstances, Mr Azima was therefore aware that RAKIA's ability to calculate the value of HeavyLift's investment in the Training Academy Joint Venture using other sources of information was very limited, and that as a result RAKIA would be particularly reliant on the accuracy of statements by Mr Azima (or those acting on his behalfl regarding the amount of HeavyLift's investment.

4P. The HeavyLift Investment Representation was made fraudulently in that Mr Azima knew that it was false.

PARTICULARS OF FALSITY AND KNOWLEDGE

4P.1 HeavyLift incurred substantially lower costs in purchasing, installing and maintaining the flight simulator than the amount represented to RAKIA in the HeavyLift Investment Representation. In support of this averment RAKIA will rely inter alia on the following facts and matters: (a) A signed sale agreement between HeavyLift (as buyer) and MK Airlines Limited (as seller) dated 7 August 2006 records that HeavyLift purchased the second-hand flight simulator from MK Airways Limited for a total cost ofjust US$167,500. (b) On 10 June 2007, Mr Azima received an email from the email address [email protected], which stated that the "Cost of DC8 Simulator (MK 6 14593993-3 Airlines)" was US$167,500.00. The email also stated that the total costs that HeavyLift had incurred in relation to the simulator (including transportation, insurance, parts, storage, installation and other professional fees and the purchase price of the simulator itself were just US$291,788.78. (c) On 22 March 2008, Mr Adams sent Mr Azima two invoices. One of those invoices, which was backdated to 31 October 2007, stated that HeavyLift owed Mr Azima the amount of US$832,500 in respect of the DC8 simulator. Two days later, on 24 March 2008, a RAK Airways employee, PB Hedge, sent an email to Ms Azadeh (copying Mr Adams) in which he requested "the PuYchase Agreement/ Invoice/ Receipts etc." for the flight simulator and training aids. Mr Hedge added that a recent desktop valuation which Mr Azima had sought to rely on was "quite unreasonable considering the age (exactly 40 yeaYs old) of the simulator, its condition and utilization in the next 6 years, Current market value of the same should not be more than US$100,000 to US$ 1S0, 000." (d) On 5 May 2008, Mr Adams sent an email to Mr Hedge in which he sought "to alleviate your concerns regarding the value of the DC8 simulator" by "suggest~ingJ that we book it as $1,000, 000 with a $1S0, 000 residual value assumption at the end of S years". On 18 May 2008, Mr Hedge replied to that email stating that: "The book value suggested by you in respect of this simulator can not [sic] be included in the books as its actual value at the time of acquisition and installation and depreciate as suggested. Considering the fact that the said simulator did not operate for more than 45 hours after its installation it appears that it is not worth the amounts suggested by you." (e) Mr Adams forwarded Mr Hedge's email to Mr Azima later that day. Mr Adams noted that Mr Hedge had "raised the `value' of the building" and that this meant that RAK Airways was "doing exactly what they are criticizing usfoY doing". 4P.2 Mr Azima knew that the true amount that HeavyLift invested in the Training Academy Joint Venture was substantially lower than the amount represented to RAKIA in the HeavyLift Investment Representation: (a) Mr Azima had at all material times been a director of HeavyLift and of the RAK-HeavyLift Training Academy FZ-LLC. He therefore had detailed knowledge of the amounts that HeavyLift had invested in the Training Academy Joint Venture. (b) Mr Azima and/or those acting on his behalf were parties to the communications summarised at paragraphs 4E, 4F, 4I, 4J and 4M above, 7 14593993-3 each of which made it clear that the true value of HeavyLift's investment in the Training Academy Joint Venture was significantly lower than the amounts represented to RAKIA in the HeavyLift Investment Representation. (c) On 2 November 2015, Mr Azima produced an electronic note that recorded bets that he, Mr Adams and Ms Azadeh had placed on the amount that RAKIA would agree to pay to settle any claim on behalf of HeavyLift concerning the Training Academy Joint Venture. The note stated: "Bet on RAKoffer. Ray, 1,250,000. Afsaneh, 1,300,000. FA over 2,000,000.00. Note: at over 2,000, 000 Ray will dance naked in his backyard!" The content of this note reflected the awareness of Mr Azima (and those who acted on his behalf that the value of HeavyLift's investment in the Training Academy Joint Venture was significantly lower than the amounts represented to RAKIA in the HeavyLift Investment Representation, and that a payment by RAKIA of that magnitude would therefore represent a substantial and undeserved windfall for Mr Azima.

4Q. The HeavyLift Investment Representation induced RAKIA to enter into the Settlement Agreement dated 2 March 2016 whereby RAKIA agreed to pay the sum of $2,600,000 to Mr Azima.

4R. As a result of Mr Azima's fraudulent misrepresentation, RAKIA has suffered loss and damage.

PARTICULARS OF LOSS AND DAMAGE

4R.1 If the HeavyLift Investment Representation had not been made, RAKIA would not have entered into the Settlement Agreement and would not have paid the settlement sum of US$ 2.6 million to HeavyLift.

4R.2 Accordingly, by reason of Mr Azima's fraudulent misrepresentation, RAKIA has lost the sum of US$2.6 million.

THE WARRANTY OF GOOD FAITH AND UTMOST PROFESSIONAL INTEGRITY IN THE

SETTLEMENT AGREEMENT 5. Pursuant to clause 3.2 of the Settlement Agreement, each of Mr Azima and purportedly HeavyLift expressly and separately warranted and confirmed to RAKIA that he/it (respectively) had at all times acted in good faith and with the utmost professional integrity, and would continue in the future to act in good faith and with the utmost professional integrity towards RAKIA, RAK Airways and any other RAK Entity (the

8 14593993-3 `Warranty')

6. Clause 3.2 of the Settlement Agreement further provided as follows:

"The payment made to HeavyLift pursuant to this Settlement Agreement is made in reliance on this express warranty and confirmation. For the puYposes of this Sub-clause, "acted in good faith" and "act in good faith" each means (1) participating in conduct which meets the standard expected of reasonable business persons in the context and including acting in ways which were or are, or are likely to be, non-detrimental to the interests of RAKIA or any other RAK Entity, and (2) not encouYaging others to paYticipate in conduct which fails to meet the standard expected ofreasonable business persons in the context or acting in ways which were oY aYe likely to be detrimental to the interests of RAKIA or any other RAK Entity and (3) not participating in any illegal activity. In this Agreement "RAK Entity" shall mean any entity in which RAKIA or the Government of RAK has a shareholding interest (iYYespective of where that entity may be incorpoYated)". [Emphasis added]

7. RAKIA will rely on the Settlement Agreement at trial for its full terms and legal effect.

MR AZIMA'S MISCONDUCT

8. In fact, at the time that he gave the Warranty, Mr Azima had committed the following particular acts of misconduct against RAKIA:

PARTICULARS OF MR AZIMA'S MISCONDUCT

(1) Sham referral agreement designed to conceal bribery and unlawful misappropriation offunds from RAKIA

8.1. On 8 October 2011, Ras Al Khaimah Investment Authority Georgia LLC

9 14593993-3 (`RAKIA Georgia'), a company incorporated in the Republic of Georgia through which RAKIA owned the Sheraton Metechi Palace Hotel in Tbilisi, Georgia (the `Hotel'), entered into a Memorandum of Understanding with Eurasia Hotel Holdings Limited (`Eurasia'), a company beneficially owned by, inter alia, Mr Houshang Hosseinpour, pursuant to which RAKIA Georgia agreed (subject to the negotiation and execution of a sale and purchase agreement) to sell the Hotel to Eurasia for the sum of US$62.5 million (the `Memorandum of Understanding').

8.2. On 25 October 2011, Dr Khater Massaad (`Dr Massaad'), the former CEO of RAKIA and a former government official of the emirate of Ras Al Khaimah,

!~e~j~~e~~S~~v~e~s~r~~~e~*~ `De€er-~~g-~eex~~~- conspired with Mr Azima and others (including RAKIA's former general counsel, Mr Karam Al Sadeq, and Mr Ray Adams, a close business associate of Mr Azima~ to create a sham contract with RAKIA (`the Referral Agreement') which was retrospectively drafted and backdated in order to create the false appearance that there was a legitimate contractual basis for the payments of US$400,000 and US$1,162,500 described in par~raphs 8.7 to 8.9 below. A true copy of the Referral Agreement is appended to these particulars of claim at appendix 2.

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8.8. By an invoice dated 10 January 2012, AAA Investments Limited (`AAA Investments' a Gibraltar company wholly owned by Mr Azima, invoiced 11 14593993-3 RAKIA in the sum of US$3,125,000, being 5% of the proposed sale price for the Hotel. On 12 January 2012, AAA Investments issued a revised invoice to RAKIA (`the Invoice') in the sum of US$1,162,500 for "services rendered in respect of the sale" of the Hotel, at 2.5% of the sale price (being a total sum of US$1,562,500, credit being given for the sum of US$400,000 paid in' October 2011) (the sum of US$1,562,500 is hereafter referred to as (the `Referral Fee').

8.9. The sum of US$1,162,500 demanded by the Invoice was paid by RAKIA to f111A Investments account at the National Westminster Bank, 1-4 Berkeley Square House, London W1X 6AX on 18 January 2012.

8.10. On the same day, and at Mr Azima's direction, payments were made by wire transfer from the AAA Investments account at National Westminster Bank to individuals and entities connected with Mr Azima. Further, a payment of US$500,000 was made to Dr Massaad personally (the `Massaad Bribe').

8.11. The payment of the Massaad Bribe demonstrates the existence of an agreement or understanding between Mr Azima and Dr Massaad that, following receipt of the Referral Fee '~~ ~ ^ ^ ^ T„~ ~~~'m~r+~, AAA Investments would pay a bribe or secret commission on Mr Azima's behalf to reward Dr Massaad for his having caused RAKIA to ~„+~~ ~„+~ +'~~ "~~~-~-~' ^ R~~~m~„+ . ,;+'~ make the payment of the Referral Fee to Mr Azima.

8.12. As Mr Azima well knew, payment of a bribe or secret commission to Dr Massaad constituted a serious breach of Dr Massaad's fiduciary duties to RAKIA and a breach of his obligations of trust and confidence as a government official of RAK, and that the payment of a bribe or secret commission to Dr Massaad was directly contrary to the interests of RAKIA as Dr Massaad's principal.

8.12.1 The Referral Aereement bears the date 25 October 2011 and numorts to record the terms of a contractual agreement concluded by RAKIA and Mr Azima on that date, whereby Mr Azima would be entitled to a fee calculated as a percentage of the purchase price of the Hotel. It is apparent, however, that the Referral Agreement was in fact created and repeatedly amended many months after the navments and events to which it nuroortedly related to. In sunnort of 12 14593993-3 this averment, RAKIA will rely inter alia on the facts and matters pleaded at paragraphs 8.12.2 to 8.12.12 below.

8.12.2 On 16 November 2011, Mr Al Sadeq emailed a copy of an unsigned template "commission agreement" to Mr Azima. Almost eight months later, on 9 July 2012, Mr Al Sadeq sent an email to Mr Adams requesting a copy of "the master ~eement foY the commission made against the Sheraton sales". Following receipt of that email, Mr Adams amended the template so that the document: (a) included a "referral fee" of 5% of the gross proceeds of sale of the Hotel SUS$ 62,500,000 (b) stated that Mr Azima had referred the following individuals and companies to RAKIA: Mr Houshang Hosseinpour, Mr Houshan~ Farsoudeh and Mr Pourya . Na. ii New York General Trading; and iii Merchants Savings and Loan Limited; (c) stated that RAKIA was liable for: past and future expenses incurred by Mr Azima in relation to the sale of the Hotel; ii first class air travel and hotel accommodation for Mr Azima in relation to the sale of the Hotel; and iii business class air travel and hotel accommodation together with a daily charge of US$600 for Mr Adams; (d) stated that the "referral.fee" was "exclusive" of all expenses; and (e) stated that the expenses would be billed se~aratel~

8.12.3 Later the same day, Mr Adams sent a further amended version of the template to Mr Al Sadeq. The document sent to Mr Al Sadeq had been si nay Mr Azima.

8.12.4 On 2 August 2012, Mr Adams forwarded the email referred to at paragraph 8.12.3 to Mr Azima. On 3 August 2012, Mr Azima replied stating that "we need to re do this to include free zone and any RAKIA assets". addine that Mr Azima had "the lan r~,~age". Mr Adams replied later the same day stating: "Let me know the Yequired changes and I will get it done."

8.12.5 On 12 August 2012, Mr Adams sent Mr Azima "the modified documents _~ RAK". The email attached an amended co~_y of the draft commission agreement

13 14593993-3 and two invoices setting out various expenses purportedly incurred by Mr Azima and Mr Adams in connection with the negotiations for the sale of the Hotel. The amended draft of the Referral Agreement included several changes to the earlier draft including: ~a,~ the word "services" was inserted into the title of the document; the expression "the Referrer" was changed to "AZIMA"; ~ the terms of the Referral were expanded to include a reference to "their affiliated and associated companies and others"; (d) the proposed sale was expanded to refer to the proposed sale of both the Hotel and the Poti Free Zone in Poti, Georgia. Aline was inserted into the document which stated that: "the Hotel Transactions and the Free Zone Transaction are separate transactions and neither is contin,~ent on the other and the Re~erral.fee on each shall be paid separately"; (e) the document stated that RAKIA was liable for Mr Azima's expenses in relation to both the Hotel transaction and the Poti Free Zone transaction; and (~ Exhibit A to the earlier draft was deleted and some of the content was incorporated in the main body of the document.

8.12.6 On 13 August 2012, Mr Azima forwarded the email referred to in para~ph 8.12.5 above to Mr Al Sadeq's private email address (karam.sadec~a,~mail.com~ The email from Mr Azima stated, "as discussed, please note the invoice and the master agreement has been modi aed... Ifit is OK, I will send it to your RAK email. Anv news on American Bank payment?" Later the same day, Mr Adams sent an amended draft of the Referral Agreement to Mr Al Sadeq's private email address. The amended draft contained further changes including: (a) the "Fee" and "Expenses" were separated into two separate clauses; and (b) the following statement was removed from the text: "Azima acknowledges that no further fees or compensation other than the Referral Fee and the Expenses shall be due or may become due to AZIMA in respect of the performance ofhis obligations under this Agreement."

8.12.7 On 15 Aueust 2012. Mr Azima sent an email to Mr Adams confirming that there were no further changes to the draft of the Referral Agreement or to the invoices. A short time later, on Mr Azima's instructions, Mr Adams sent the draft Referral Agreement to Mr Al Sadeq's private email address. The cover email from Mr Adams stated: "Please advise if I should now send these to your RAK email

14 14593993-3 address?".

8.12.8 On 28 August 2012, Mr Adams sent a signed and unsi ng ed copYof the amended draft of the Referral Agreement to Mr Azima together with invoices for expenses allegedly incurred by Mr Azima and Mr Adams.

8.12.9 On 10 October 2012, Mr Adams sent an email to a RAKIA employee, PK Chand, attaching an unsi n~ ed copy of the Referral Agreement.

8.12.10 The final draft of the Referral Agreement: (a) recited that Mr Azima had referred to RAKIA certain third parties, including Mr Houshan~ Hosseinpour, Mr Houshan~ Farsoodeh, Mr Pour~a Nayebi, New York General Trading, Merchant Savings and Loan Limited, and their affiliated and associated companies, in connection with a sale by RAKIA of the Hotel. (b) stated that Mr Azima had "provided to RAKIA all relevant information to date in his possession which relates to the Hotel Transaction" and had "acted in ,good faith and with the utmost professional inte~ty and in the best interests ofRAKIA in any tYansaction with third parties relatin t Hotel transaction and the Free Zone Transaction"; (c) stated that RAKIA would pay Mr Azima a "re erral ee" equal to 5% of the sale price of the Hotel "In consideration for the RefeYral and the services provided by AZIMA in performing his obligations and duties as set out in this Agreement"; and (d) stated that RAKIA would also pay Mr Azima "all expenses...that have been incurred or will be incurred by AZIMA in relation to the Hotel Transaction and the FYee Zone Transaction".

8.12.11 Although the Referral Aereement bears the date 25 October 2011, the document did not contain any reference to Eurasia (the t~robosed buyer of the Hotel as of that dated Instead, the Referral Agreement referred to Merchant Savings and Loan Limited as one of the parties that Mr Azima had referred to RAKIA as a prospective buyer. That company, however, did not become a proposed buyer until 29 November 2011 (more than a month after the date when the Referral Agreement purportedly came into effect). Further, for the reasons explained at paragraphs 8.12.13 to 8.12.14 below, the Referral Agreement purported to provide for payments to be made to Mr Azima in respect of services which were

15 14593993-3 not, in fact, ever provided by Mr Azima.

8.12.12 In the circumstances, RAKIA infers that Mr Azima deliberately procured the creation of a sham document which was drafted and backdated for the specific purpose of creating the false appearance that he was lawfully entitled to receive and retain the sum of US$1,562,500 in respect of certain "Referral" services purportedly_provided by him in connection with the sale of the Hotel.

(2) False representation that Mr Azima had introduced the prospective `purchasers' of the Hotel to RAKIA

8.12.13 Contrary to the express words of the Referral Agreement, Mr Azima did not, in fact, introduce any of the individuals named as "Referred Parties" in the Referral Agreement to RAKIA. These individuals were, in fact, ne otg iatin~ with RAKIA before Mr Azima became involved. Accordingly: (a) As Mr Azima well knew, the Referral Agreement contained a false description of Mr Azima's conduct in relation to the sale of the Hotel. (b) Even if(contrary to RAKIA's primary case) the Referral Agreement was, in fact, a genuine agreement under which Mr Azima was entitled to a referral fee for referring the purchasers of the Hotel to RAKIA, the condition precedent to the payment of that fee never existed (as Mr Azima well knew).

8.12.14 In support of the alleeation that Mr Azima did not, in fact. introduce anv of the Referred Parties RAKIA will rely on: (a) a memorandum produced by Mr Adams on 1 March 2016. The memorandum states in express terms that Mr Azima and Mr Adams were introduced to the prospective purchasers at a time when those individuals were alreadyengaged in negotiations concerning the sale of the Hotel: "As you will recall. during the summer of 2011. we made a number o tYips to Poti and Tbilisi, Georgia to explore new business opportunities. We looked at the Port in Poti, the Airport in Poti, the Free Zone in Poti, the Airport in Tbilisi, the Tbilisi mall, and a number ofexisting and prospective hotel properties. Among the hotel properties we reviewed was the Sheraton Metechi Palace in Tbilisi. We were informed that a Qroup of businessmen from

16 14593993-3 were already neQotiatinQ the purchase of the SMP and were introduced to them. Mr. Houshang Hosseinpour, who represented the purchasing soup, offered you a minoYity position in the puYchasin~ coup and indicated that an off er need to be made quickly. I instructed our agents to form a BVI com~anv called Eurasia Hotel Holdings Limited ("EHHL") e ~ the purpose o making such an offer and the company was organised on the 11`' J October 2012." (Emphasis added (b) Mr Azima's false statement, in a letter from his solicitors, Berwin Leighton Paisner, dated 16 November 2017, that His Highness Sheikh Saud bin Saqr al Qasimi had personally asked him to assist RAKIA in finding buyers for certain assets in Georgia, including the Hotel and had personally agreed that Mr Azima would receive a referral fee for the services he provided. No such request was made and no such agreement was entered into.

(3) Secret commission in reject ofsale ofthe Hotel

8.12.15 If (contrary to RAKIA's primary case, the Referral Agreement was, in fact, a genuine agreement, clause 1 of the Referral Agreement provided as follows: "DUTIES OFAZIMA [Mr Azima] warrants that he has: ~) provided all relevant information to date in his possession which relates to the Hotel TYansaction...; and (b) acted in good faith and with the utmost professional integrity and in the best interests ofRAKIA in any transaction with third parties relating to the Hotel Transaction..."(the `Referral Agreement Warranties').

8.12.16 Prior to having entered into the Referral Agreement, and unbeknown to RAKIA, Mr Azima had reached an agreement or understanding with Mr Hosseinpour that, upon completion of the sale of the Hotel to Eurasia, Mr Azima would receive, for a nominal sum of 10 US dollars, a 10% interest in the Hotel (an interest worth US$6.25 million on the basis of the Memorandum of Understanding,) (the `Eurasia Secret Commission'). Mr Azima did not disclose the existence of the Eurasia Secret Commission to RAKIA, but RAKIA became aware of its existence from a publicly available unexecuted copy of a written agreement between Mr Azima and Eurasia which, if executed, would have liven contractual effect to the

17 14593993-3 Eurasia Secret Commission, and which RAKIA infers was executed by Mr Azima and Eurasia on 10 October 2011.

8.12.17 According if(contrary to RAKIA's primary case)'the Referral Agreement was, in fact a genuine agreement, then Mr Azima breached the Referral Agreement Warranties and breached his dutypursuant to the Referral Agreement to act in good faith and with the utmost professional integrity in the best interests of RAKIA, bv: (a) failing to disclose to RAKIA the existence of the Eurasia Secret Commission; and (b) failin t~ hereby to disclose to RAKIA that he stood to make a significant personal _profit from the sale of the Hotel, above and beyond the patent of the Referral Fee.

{~}~ Sham joint venture proposal

8.13 In late 2015, Mr Azima proposed to RAKIA a joint venture with Global Defence Services Corporation (`GDS'), a Delaware company beneficially owned by him.

8.14 By a written proposal dated 28 December 2015, which he emailed to Mr Jamie Buchanan on behalf of RAKIA, Mr Azima described the proposed joint venture as follows:

(a) A special purpose vehicle would be formed, to be called GDS Middle East, and to be held, as to 60% by GDS, and as to 40% by RAKIA. (b) The assets to be placed into the SPV would include two King Air aircraft valued at US$17 million each, and two Falcon aircraft valued at US$9,332,626 each, giving the assets of the proposed joint venture a total value of US$52,665,252. (c) For its 40% stake in the proposed joint venture, RAKIA would contribute the sum of US$21,066,100, being 40% of the purported value of the aircraft to be acquired. (d) In addition, RAKIA would contribute working capital of US$2 million, being 40% of the working capital purportedly required by the joint venture. (e) Following payment of the said sums, GDS would transfer the aircraft to the SPV free of liens and encumbrances.

18 14593993-3 8.15 In fact, as Mr Azima well knew at the time, but which fact he deliberately and dishonestly failed to disclose to RAKIA, GDS was secretly planning to acquire the aircraft referred to in the joint venture proposal for about US$1.5 million each, for a total cost of about US$6 million.

8.16 For these reasons, Mr Azima was aware that the joint venture proposal submitted by GDS to RAKIA grossly overstated the value of the aircraft that would be acquired by the joint venture SPV, and that, if RAKIA had participated in the joint venture on the terms proposed by Mr Azima, it would have contributed approximately US$20 million more than would have been fair to acquire its interest in the joint venture.

8.17 In an email dated 26 January 2016 from Mr Dawayne Lepper to Mr Ray Adams copied to Mr Azima, Mr Lepper referred to the proceeds of the joint venture and said that the intention was to, "[d]istribute the IOM, have a cocktail and laugh about this". By this, Mr Lepper intended that of the sums being contributed to the joint venture by RAKIA a sum of US$10 million would be misappropriated by, inter alia, Mr Azima.

8.18 Further, Mr Azima deliberately and dishonestly made or failed to correct a series of false representations made to Mr Buchanan, which were designed to induce RAKIA to commit to the proposed joint venture:

(a) In an email dated 25 January 2016, copied to Mr Azima, Mr Lepper, on behalf of GDS, represented that GDS was a licensed weapons dealer. As Mr Azima well knew, this was false: GDS was not at that time a licensed weapons dealer. (b) Mr Lepper provided Mr Buchanan with a document entitled `Technical Assistance Agreement', which purported on its face to be a document issued by the US Department of State —Directorate of Defence Trade Controls. As Mr Azima well knew, this document was not produced or approved by the US Department of State, and Mr Lepper had (it is inferred with Mr Azima's knowledge and approval) simply copied and pasted the US Department of State's logo into the document. (c) In an email dated 12 February 2016, copied to Mr Azima, Mr Lepper represented to Mr Buchanan that he was working to obtain the approval of the US Government for GDS' participation in the proposed joint venture.

19 14593993-3 As Mr Azima well knew, this was false: no such application for US Government approval was made. (d) On divers occasions, Mr Azima represented to Mr Buchanan that the proposed joint venture had the `backing' of the US Government, including that the US Government would sponsor and support the proposed joint venture, and would serve as its ultimate customer. As Mr Azima well knew, this was false: the US Government had offered no support to the proposed joint venture.

8.19 For these reasons, the proposal by Mr Azima that RAKIA participate in a joint venture with GDS was in substance a dishonest attempt to misappropriate approximately US$20 million from RAKIA, by falsely stating the true value of the assets to be acquired by the proposed joint venture, and by giving the false and misleading impression that the proposed joint venture was commercially viable on the grounds that it had been evaluated and approved by the US Government, when it had not.

(S) The HeavyLift Investment Representation

8.20 Mr Azima's fraudulent misrepresentation concerning the amount of HeavyLift's investment in the Training Academy Joint Venture pleaded at paragraphs 4N to 4R above constituted an act of misconduct against RAKIA.

(6) OrchestYation of malicious campaign to damage the reputation, standing and internal stability ofthe Government ofRAK

8.21 Beginning in around 2014, Mr Azima played a central role in instigating and coordinating awide-ranging media and public relations campaign which sought to denigrate the reputation of the Ruler and the governing authorities in RAK, including by deceiving institutions and companies in RAK into entering commercial transactions and entities with individuals involved in serious criminality. As part of that campaign, Mr Azima was involved in procuring and editing a "Security Assessment" on behalf of Dr Massaad (who was at that time a fugitive from justice). Amongst other things that "Security Assessment": a) described how improper attempts were made to procure information about Dr Massaad's Interpol status from the UAE Criminal Investigation Department, the Dubai courts and other government bodies in the UAE;

20 14593993-3 b) provided a detailed series of "Recommendations" including inciting "protests and other forms of manufactured dissent, sustained over an extended peYiod of time" and undertaking "offensive media operations which] would display the critical weak points of the RAK" in order "to denigrate the reputation of Sheikh Saud and the RAK as a place of doing business"; c) and explained how government institutions and businesses in RAK could be deceived into entering transactions with serious criminals, with the objective of causing significant financial and reputational damage to those institutions and businesses:

"Orchestrating business deals in RAK with disreputable individuals from other parts of the world. Stories about money laundering in the RAK, tax evasion, and even terrorist finance could have a serious impact on the reputation of RAK. Negative press, including stories of terrorists using RAK banks and businesses to move illicit funds, particularly now that the UAE has opted to take on a more active role in the fight against ISIS, would also add tremendous pressure.... The publication of negative press on RAK banking, finance, and business could be significantly enhanced by ensconcing known criminals in legitimate business deals. The objective would be to reveal the involvement of criminals, such as Latin America drug cartel figures, in official RAK development or business projects, as depositors in secret bank accounts, in partnership with RAK authorities in deals outside the UAE, etc. Perhaps the easiest target is Crown Prince Mohammad... [T]he CP could be lured into attractive deals that more seasoned investors would otherwise reject. Behind those deals would be disreputable individuals, and exposure of their involvement could bring about significant reputational damage. Alternatively, criminals could be used in creative ways to lure RAK authorities into bad business deals. Scams, fraud, and deceptive partnerships could not only lead RAK authorities to lose large sums of money; if exposed, they would serve as a lasting source of shame. Based on what is reported about the CP, he would probably be the most attractive target for such tactics."

9. By virtue of the acts of misconduct pleaded to at paragraph 8 above, and as he well knew, Mr Azima had not at all times acted in good faith and with the utmost professional integrity in his dealings with RAKIA, in that he had:

9.1 Participated in conduct which did not meet the standard expected of a reasonable business person; 9.1 Acted in ways which were or were likely to be detrimental to the interests of RAKIA and RAKIA Georgia; 21 14593993-3 9.3 Encouraged others to participate in conduct which failed to meet the standard expected of reasonable business persons; 9.4 Encouraged others to act in ways which were or were likely to be detrimental to the interests of RAKIA and RAKIA Georgia; and 9.5 Participated in illegal activity, in particular in acts of fraud and of fraudulent misrepresentation, and in the paying of a bribe.

BREACH OF CONTRACT

10. By reason of the matters pleaded to at paragraph 8 and 9, Mr Azima breached the Warranty and was in breach of contract.

11. As a result of Mr Azima's breach of contract, RAKIA has suffered loss and damage:

PARTICULARS OF LOSS AND DAMAGE

11.1 But for Mr Azima's said breach of the Warranty, RAKIA would not have entered into the Settlement Agreement, and would not have paid the settlement sum or any part of it to HeavyLift.

11.2 Accordingly, by reason of Mr Azima's breach of contract, RAKIA has lost the sum of US$2.6 million.

FRAUDULENT MISREPRESENTATION

12. In the alternative, by agreeing to the Warranty Mr Azima represented to RAKIA in order to induce it to enter into the Settlement Agreement that he had at all times acted in good faith and with the utmost professional integrity in his dealings with RAKIA or other RAK Entities (`the Good Faith and iJtinost Professional Integrity Representation').

13. In entering into the Settlement Agreement, and in paying the settlement sum of US$2.6 million to HeavyLift, RAKIA expressly relied upon the Good Faith and Utmost Professional Integrity Representation.

14. In fact, by reason of the matters pleaded to at paragraphs 8 and 9 above, the Good Faith and Utmost Professional Integrity Representation was false.

22 14593993-3 15. Further, and in circumstances in which he was aware of his own acts of misconduct as particularised at paragraphs 8 and 9 above, Mr Azima knew that the Good Faith and Utmost Professional Integrity Representation was false at the time that he made it.

16. For these reasons, the Good Faith and Utmost Professional Integrity Representation was made by Mr Azima knowing that it was false and, as a result, was made fraudulently.

17. As a result of Mr Azima's fraudulent misrepresentation, RAKIA has suffered loss and damage.

PARTICULARS OF LOSS AND DAMAGE

17.1 If the Good Faith and Utmost Professional Integrity Representation had not been made, RAKIA would not have entered into the Settlement Agreement, and would not have paid the settlement sum or any part of it to HeavyLift.

17.2 Accordingly, by reason of Mr Azima's fraudulent misrepresentation, RAKIA has lost the sum of US$2.6 million.

23 14593993-3 UNLAWFUL MEANS CONSPIRACY

17A Mr Azima entered into an agreement or combination with others (including Mr Adams Mr Al Sadec~ and Dr Khater Massaad) to use unlawful means with the common intention of injuring RAKIA by obtaining from RAKIA substantial payments to which Mr Azima was not entitled. Further to that common intention, the parties to the conspirac~plo~ed unlawful means to injure RAKIA includin~b~

17A.1 Fraudulently creating the Referral Agreement as set out in paragraphs 8.2 to 8.12.12 above. The Referral Agreement was intended to produce the false appearance that there was a legitimate contractual basis for Mr Azima's receipt and retention of the sum of US$1,562,500. 17A.2 Fraudulentl~procurin~ RAKIA to pay the sum of US$1,562 500 in purported consideration for referral services provided by Mr Azima b f~alsel~representing that he had introduced prospective purchases for the Hotel when, in fact no such referral services were ever provided by Mr Azima. Full details are set out in paragraphs 8.12.13 to 8.12.14 above.

17B As a result of the actions of Mr Azima and the other parties to the conspiracy as set out in paragraphs 17A above, RAKIA suffered loss and damage.

PARTICULARS OF SPECIAL DAMAGE

17B.1 As a result of the wrongful acts described above. RAKIA paid the sums of US$400,000 and US$1,162,500 to Mr Azima. RAKIA was thereby unlawfully deprived of a total of US$1,562,500.

INTEREST

18. Pursuant to section 35A of the Senior Courts Act 1981, the Claimants seek interest as follows:

18.1 On the sum of US$2.6 million payable as damages, as pleaded to at paragraphs 40 to 4S and 10 to 17 above, interest is claimed from 7 April 2016 to 30 September 2016 at a rate of 8% per annum simple, in the sum of US$99,840.00 (or its sterling equivalent) and continuing at a daily rate of US$569.86 (or its sterling equivalent) until judgment or earlier payment.

24 14593993-3 18.1 A On the sum of US$1,562,500 payable as dama _ e~pleaded at paragraphs 17A and 17B above, interest at the rate of 8%per annum is claimed: (a) from 25 October 2011 to 8 December 2017 at a rate of 8% per annum on the sum of US$400,000, in the total sum of $195,945; and (b) from 12 January 2012 to 8 December 2017 at a rate of 8%per annum on the sum of US$1,162,500, in the total sum of $549,082;

and continuing at a daily rate of US$342.47 (or its sterling equivalents until judgment or earlier payment.

18.2 Alternatively, interest is claimed for such periods, and at such a rate or rates, as the court in its discretion thinks just.

STERLING VALUE OF CLAIM

19. This claim is for payment of sums in United States dollars. The claim is made for payment in a foreign currency because the Claimants have suffered losses, as particularised above, in that currency.

20. Using the exchange rate of GBP: USD £1:$1.935, the sterling equivalent of the sums claimed at the date of issue is: £3,709,160.

25 14593993-3 AND the Claimant claims: (1) Damages for breach of contract. (2) Damages for fraudulent misrepresentation. (3) Damages for conspiracy (~~4,~ Interest, as particularised at paragraph 18 above. {4~~ Further or other relief. (~~ Costs. HUGH TOMLINSON QC ANDREW HOLDEN

HUGH TOMLINSON OC EDWARD CRAVEN

HUGH TOMLINSON QC EDWARD CRAVEN

Statement of truth

I believe that the facts stated in this statement of case are true. I am duly authorised to sign this statement of case on behalf of the Claimant.

Signed:

Name: David Graham Hughes Position: Partner Date: 30 September 2016

Statement of truth

I believe that the facts stated in this amended statement of case are true. I am duly authorised to sign this amended statement of case on behalf of the Claimant.

S

26 14593993-3 Name: David Graham Hughes Position: Partner Date: 8 December 2017.

Statement of truth

I believe that the facts stated in this re-amended statement of case are true. I am duly authorised to sign this re-amended statement of case on behalf of the Claimant.

S~ (~C.JGc_./~

Name: Lucy Nicola Ward Position: Partner Date: 19 July 2018.

27 14593993-3 Claim No: HC-2016-002798 IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES BUSINESS LIST(ChD)

iii/~~1\E~

RAS AL KI-IAIMA~I INVESTMENT AUTHORITY Claimant

- and -

FARHAD AZIMA Defendant

RE-AMENDED PARTICULARS OF CLAIM

Solicitors for the Claimant ~~~ Stewarts ~n n„eo~ ~~;,,+,,..:., c+..00. 5 New Street Square London 4QQ EC4A 3BF Tel: 0207 ~-~4~09~- 822 8000 Ref: °~ti~^O~~ ~~«^ 104994.2/DH

28 14593993-3