19 14. All means were justified in Dreni’s attempt to extort the Counterclaim Plaintiffs. Beginning in November 2017 and up until this very date, Dreni has done anything in his power – bordering on a clinical obsession – to damage 3 Amigos, its members and the film. Dreni has aimed his arsenal of groundless hatred towards 3 Amigos and its members’ business and personal reputation as well to 3 Amigos’ product, “The Brave,” by publicly disparaging their integrity and honesty before various individuals, intentionally disrupting the production of “The Brave” and illegally obtaining private information by hacking into Zaroui/3 Amigos’ e-mail accounts. It is for these reasons that this Counterclaim is being filed. B. BACKGROUND: THE FINANCING AND PRODUCTION OF “THE BRAVE” 15. 3 Amigos was established in November 2015 for the purposes of producing a fictional, apolitical, movie that would promote Albania’s Special Forces and the events behind the drug trafficking industry in that country. The plot of “The Brave” was inspired by true events. 16. 3 Amigos hired William Kaufman (“Kaufman”) as the director. Kaufman is well known in the film industry and has directed and produced several films over the past decade. 17. To finance the production of the film’s estimated $1.35 million budget, 3 Amigos relied, in part, upon commitments from third party vendors. For example, DigitAlb– an Albanian media, digital satellite and terrestrial TV platform based in Tirana, Albania – committed to contribute $200,000 of financing and $100,000 of pre-sales towards the production of “The Brave.” By the time the movie was ready for principal photography, DigitAlb already purchased the distribution rights of the film in Albania and Case 2:18-cv-00356-JES-MRM Document 152 Filed 01/21/20 Page 19 of 37 PageID 1486 20 Kosovo for $100,000 under a separate pre-sale agreement, representing the only secured pre-sales of the movie, also reflected in the budget of the Film Financing Agreement, signed by Skypoint/Dreni in March 2017. 18. 3 Amigos also relied, in part, on financing from businesses that were interested in product placement. Product placement is a marketing technique where references to specific brands or products are incorporated into another work, such as a film or television program, with specific promotional intent. For example, “Birra Tirana”, the largest beer producer in Albania, made a $50,000 commitment to 3 Amigos in exchange for product placement in “The Brave.” By the time the movie was ready for shooting, Birra Tirana had already transferred $5,000 to 3 Amigos pursuant to that commitment. 19. Lastly, 3 Amigos also relied upon loans and investments by individual and entities. 20. By the fourth quarter of 2016, financing for the production of the movie was already paid-in or committed. C. SKYPOINT/DRENI CONTRIBUTE CASH TO THE PRODUCTION OF THE MOVIE 21. In or around November 2016, Dreni, having heard about the film, became interested in assisting in its production. Crawford and Dreni began discussing the possibility of him financially contributing to the production of “The Brave.” Initially, Dreni wished to contribute $100,000. 22. However, because the budget of the movie was already financed at that time, either by paid-in cash or commitments, Crawford, on behalf of 3 Amigos, refused to accept a $100,000 contribution. Instead, Crawford suggested that Dreni contribute half that amount for additional cushioning. Dreni was open to that idea. At this time Dreni was also Case 2:18-cv-00356-JES-MRM Document 152 Filed 01/21/20 Page 20 of 37 PageID 1487 21 made aware of the risks involved with the sales and distribution. Additionally Dreni was made aware, in writing, that there were no personal guarantees offered by the 3 Amigos or its members, no loan principal protection offered by 3 Amigos or its member, and there were no contractual guarantees of any future revenue, at all, outside of the DigitAlb pre- sales for Albania and Kosovo, as reflected in the Film Financing Agreement. 23. Prior to signing any agreement or transferring any funds, between November 2016 and March 2017, 3 Amigos and its members provided Dreni with weekly updates and documents for his review. 24. From November 2016 until March 2017, 3 Amigos and Dreni negotiated the terms of his contribution. Dreni requested that his contribution be classified as an interest-free “loan” in which any return on the loan would be subject to the film’s ultimate revenues and profits. 3 Amigos agreed. 25. Prior to signing any agreement, Dreni/Skypoint performed due diligence. Dreni was provided with, inter alia , the budget of the movie, the script of the movie, lists of potential actors, and signed contracts of actors and other members of the production team. In addition, 3 Amigos, through its members, provided Dreni with additional information via e-mails. 26. During the negotiation/due diligence period ( e.g., between November 2016 until March 2017), 3 Amigos notified Dreni as to the financial commitments of DigitAlb with respect to its distribution rights and Birra Tirana with respect to product placement (discussed above). 3 Amigos also made clear that while it expected those contributions to be made, there was still a risk that both DigitAlb and Birra Tirana might not ultimately live up to their undertakings. Case 2:18-cv-00356-JES-MRM Document 152 Filed 01/21/20 Page 21 of 37 PageID 1488 22 27. During the November 2016-March 2017 period, 3 Amigos notified Dreni that the members of 3 Amigos were not making any personal guarantees regarding the success or feasibility of the production of “The Brave,” nor were any guarantees made as to protecting Dreni’s contribution, should he ultimately decide to contribute to the movie. 28. During this time period, Dreni represented that he would be able to secure additional funding through various connections and product placement contracts. 29. During the November 2016-March 2017 period, Dreni also inquired whether his contribution could be made via an entity that he would establish and control. 3 Amigos did not object. To that end, Dreni set up Skypoint which ultimately entered into the Film Financing Agreement. 30. During the negotiations, Dreni also requested that section 5 of the Film Financing Agreement be removed. Section 5 of the Agreement included “Investor Representations” and provides as follows: Investor Representations. Each individual represents that: (a) Such individual is receiving the distribution right for the individual’s own account, for investment and not with a view to the resale of distribution thereof. (b) Before making an investment, the individual has investigated the LLC and its business, and the Project, and such individual has had made available to it all information necessary for the individual to make an informed decision to make the investment. Such individual considers itself to be a person possessing experience and sophistication as an investor adequate for the evaluation and merits and risks of contributions. Case 2:18-cv-00356-JES-MRM Document 152 Filed 01/21/20 Page 22 of 37 PageID 1489 23 (c) Each individual hereby certifies that such person can be an “accredit investor” as defined under Regulation D of the Securities Act of 1933, as amended. 31. 3 Amigos notified Dreni that section 5 is non-negotiable. On February 13, 2017 Dreni confirmed in writing that he has no objection to including section 5 in the Agreement. Subsequently, 3 Amigos signed the Film Financing Agreement on the same day. A couple weeks later, on March 5, 2017, Dreni signed the Film Financing Agreement on behalf of Skypoint. Prior to signing the Agreement, on February 14, 2017, Dreni transferred $500.00 from his personal bank account to 3 Amigos’ account. On February 28, 2017, Dreni transferred the remaining $49,500 from his personal account to 3 Amigos’ account. 32. In March 2017, Skypoint, Dreni and his counsel, Mr. Joseph Davidow, agreed on a financial incentive scheme upon which Dreni attempted to raise private placements and product placement for the Project. Notwithstanding his failure to raise additional funds, Dreni held himself out as an insider, representing himself to third parties using terms such as Producer, Co-Producer, and Associate Producer of the Project. 33. The Film Financing Agreement included a provision pursuant to which a prevailing party in litigation arising from a breach of the Film Financing Agreement “shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorney’s fees and all other related expenses incurred in such enforcement or litigation.” - The Film Financing Agreement is attached to this Counterclaim as Exhibit “A.” Case 2:18-cv-00356-JES-MRM Document 152 Filed 01/21/20 Page 23 of 37 PageID 1490 24 D. PRINCIPAL PHOTOGRAPHY OF “THE BRAVE” 34. By early March 2017, “The Brave” was ready for principal photography. Principal photography was scheduled to take place during the first week of April 2017 in Albania and Bulgaria. 35. Crawford, Zaroui and Pittman, as well as other crew members, came to Bulgaria in early April 2017 to participate and assist in the principal photography. Kaufman, the director, was also present, as well as all of the actors. 36. Dreni also flew to Bulgaria for principal photography of “The Brave.” 37. Unbeknownst to 3 Amigos and its members, Dreni had made promises to a certain Ms. Rudina Suti – and international model with connections to Rolex – that she would have a significant role in “The Brave.” In this regard, Dreni even arranged to fly Ms. Suti to Bulgaria from London. Dreni tried to convince Zaroui and Kaufman that should she get a role in “The Brave,” Dreni would be able to secure product placement funds from Rolex. Ultimately, Kaufman rejected Ms. Suti because she was not fit for the role. 3 Amigos and its members fully supported Kaufman’s decision. As a result, and upon information and belief, Dreni was embarrassed by this decision. Dreni’s embarrassment was exacerbated by the written complaints of Dreni’s wife, Elona, to Crawford that Dreni was dodging Elona’s calls during the film shoot while with Suti. Dreni was also infuriated with Zaroui, whom he believed to be behind Kaufman’s decision not to cast Suti. 38. Principal photography was completed towards the end of April 2017 and post-production began immediately afterwards. Dreni was informed that Kaufman’s affiliate was contracted to perform post-production, and Kaufman was personally involved in the post-production, under a separate agreement from his existing director contract. Case 2:18-cv-00356-JES-MRM Document 152 Filed 01/21/20 Page 24 of 37 PageID 1491 25 39. Dreni was kept up to date regarding the progress of the film, the budget and Kaufman’s continued role in post-production throughout 2018 and into 2019. E. SKYPOINT AND DRENI’S DEMAND TO BE BOUGHT OUT THROUGH EXTORTION 40. In or around the time of principal photography, throughout the fall of 2018, Dreni began having second thoughts as to his involvement in the film. Upon information and believe, Dreni’s “cold feet” as to his involvement in the film were due, in part, to the following reasons: (1) PrinterOn’s termination of Dreni’s employment ( see Answer above, ¶47); (2) Dreni’s failure of landing an acting role for Rudina Suti ( see above, ¶37); (3) Dreni’s failure to justify his role as an insider and promoter by failing to solicit additional funding for the Project as he promised he would ( see above, ¶32); (4) Financial hardship; (5) Zaroui rejection of Dreni’s September 2018 request to invest in Zaroui’s future movies; (6) Crawford’s rejection of Dreni’s October 2018 request to invest in future movies insofar as neither Blackburn nor Crawford are involved in other movie projects; and (7) Dreni/Skypoint’s involvement in other projects, such as Kaufman’s movie, “Sinners and Saints” and to which Dreni had promised funding. 3 41. In or around November 2017, approximately six months after the completion of principal photography of “The Brave,” but before the completion of the post- production stage, Skypoint/Dreni, improperly demanded the $50,000 in return. 3 Upon information and belief, SS Franchise, LLC, a Florida limited liability company, was incorporated on January 1, 2018. The registered agent is Willis & Davidow, LLC, counsel of record for Skypoint in this action. The managing members of SS Franchise are Skypoint and Southroad Pictures, LLC. SS Vengeance, LLC, a Florida limited liability company, was incorporated on or around October 10, 2017. The managing members of SS Vengeance are Skypoint, Southroad Pictures, LLC and Stanystunt, Ltd., a Bulgarian corporation. Upon information and belief, these entities were set up by Skypoint/Dreni in connection with Kaufman’s “Sinners and Saints” projects. Case 2:18-cv-00356-JES-MRM Document 152 Filed 01/21/20 Page 25 of 37 PageID 1492