FILED: NEW YORK COUNTY CLERK 03/28/ :59 PM INDEX NO /2017 NYSCEF DOC. NO. 64 RECEIVED NYSCEF: 03/28/2017

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1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ) MOQUINON, LTD ) Index No /2017 ) Petitioner, ) ) Hon. Anil C. Singh v. ) ) AFFIRMATION OF ALEXANDER ALEXANDER GLIKLAD, ) SIDOROV IN SUPPORT OF ) MOQUINON S REPLY BRIEF ) Respondent. ) ) follows: Russia. Alexander Sidorov, being duly sworn, hereby affirms under the penalty of perjury as 1. I am a Russian qualified lawyer in good standing, duly qualified to practice law in 2. I am the Managing Director of Bonum Capital Ltd. ( Bonum Capital ), where I have been employed for nearly 3 years. Prior to that, I was a senior lawyer with Nafta Moskva, a Russian investment boutique. I also practiced for five years in the Russian offices of three international law firms. 3. I have personal knowledge of the formation and business operations of Bonum Capital, the events that led to Bonum Capital s acquisition of Moquinon, Ltd. ( Moquinon ) and the documentation and records pertaining to each. I. Bonum Capital 4. Bonum Capital is a limited company incorporated and registered in the British Virgin Islands, company number , with its registered office located at Trident Chambers, P.O. Box 146, Road Town, Tortola, BVI. 1 of 10

2 5. Murat Aliev ( Mr. Aliev ), a Russian citizen, is the founder of Bonum Capital, a company wholly owned by another company in which Mr. Aliev is the sole shareholder, as discussed in more detail below. 6. Mr. Aliev graduated from the University of Russia with a B.A. in Economics in 2001 and a Masters in Economics in He was a Ph.D. candidate in International Economics from 2003 to 2006 at the Academy of Public Service of the President of the Russian Federation. 7. Prior to 2006, Mr. Aliev was head of the Treasury department at the Renova Group, a large Russian asset management company and private equity firm. From 2006 to 2013, he led the Treasury and Trading Department at the Russian investment boutique firm Nafta Moskva, managing its treasury and securities trading operations as well as coordinating relationships with major Russian and international banks and financial institutions. During his employment with Nafta Moskva, Mr. Aliev played a leading role in a number of high-profile investment deals, including the acquisition of the Russian potash giant Uralkaliy and Russian mining conglomerate Polyus Gold. In or around April 2013, Mr. Aliev left Nafta Moskva to start his own investment companies, with a focus on distressed assets and securities trading. 8. Bonum Capital is part of an international group of financial services companies (the Bonum Group ) that makes direct investments on behalf of and provides investment advisory and management services to its funds and clients, with offices in Russia (through Bonum Capital and Bonum Investments LLC) and Cyprus (through Bonum Capital (Cyprus) Ltd.). 9. Oleg Deripaska ( Deripaska ) is not now, and never has been, a client of the Bonum Group, and neither Mr. Aliev, nor any member of the Bonum Group has any business, financial or other relationship with Deripaska, other than their dealings in connection with the 2 2 of 10

3 acquisition of Moquinon, Ltd. by Bonum Capital. 10. Bonum Capital is a wholly-owned subsidiary of Bonum Capital (Cyprus) Ltd., of which Mr. Aliev is the sole shareholder. Aliev also acts as Chairman of the Board of Bonum Capital. 11. Bonum Capital is a private equity firm and asset management company that, among other investment services, engages in the purchase and sale of securities, bonds, stocks and derivatives, makes direct investments and acquisitions on behalf of itself and its clients, and acquires and manages distressed companies and assets, including, in particular distressed loans. It currently employs 79 people. 12. The Bonum Group s direct investments include Airpatrol, a Russian business to business segment business that provides aviation services in various regions of Russia, and Pascal Medical LLC, a Russian medical services company focusing on the creation of highquality disposable syringes. Pascal Medical LLC signed an investment agreement with the Government of Moscow Region and is a resident in the free trading zone of Dubna. 13. In or around May 2015, the Bonum Group acquired a 41% stake in popular Russian e-commerce clothing giant, Aizel.ru for 2.5 million, the first tranche in a promised total investment of up to 25 million. This acquisition received a great deal of press coverage, including in Western news sources. Attached hereto as Exhibit A is a true and correct copy of a news article published by PE&VC Industry: Fund Deals describing Bonum Capital s acquisition of Aizel.ru, dated September 7, Bonum Capital is in the practice of acquiring distressed assets, including distressed companies and loans. For example, in or around December 2016, Bonum Capital 3 3 of 10

4 acquired from Raiffeisen Bank Aval (a Ukrainian bank) a distressed $140 million loan owed to it by the Industrial Union of Donbass Corporation (a Ukrainian company). 15. Neither Deripaska, nor any person or entity affiliated with Deripaska is an investor in, or has any interest of any kind, in Bonum Capital or any entities associated with Bonum Capital or the Bonum Group. Aside from the Mildway and Moquinon transactions described below, neither Mr. Aliev nor Bonum Capital has done any business with Deripaska. II. Bonum Capital s Acquisition of Mildway 16. In or around February 2016, a representative of Deripaska contacted a third party, who is a mutual acquaintance of Mr. Aliev and Mr. Deripaska, about the possibility of the third party acquiring Mildway Enterprise Ltd. ( Mildway ). Deripaska s representative explained that Mildway had provided a loan to Alexander Gliklad ( Gliklad ) in the amount of $5 million pursuant to a written loan agreement (the Mildway Agreement ). 17. The third party was not interested in acquiring Mildway, but presented the offer to Bonum Capital because of its focus on distressed companies and assets. After Bonum Capital expressed interest, the third party put Bonum Capital in touch with Deripaska, with whom neither Bonum Capital nor any of its affiliates or principals had any prior dealings. 18. Bonum Capital commenced negotiations with Deripaska s office relating to the acquisition of Mildway in March I was involved in those negotiations on behalf of Bonum Capital. 19. At this time, it was Bonum Capital s understanding that Mildway had in fact provided a loan to Gliklad in the amount of $5 million. Among other things, Deripaska s representatives presented Bonum Capital with a copy of the Mildway Agreement, which bears 4 4 of 10

5 Gliklad s signature and calls for the provision by Mildway of a $5 million loan to Gliklad. Attached as Exhibit C to the Emergency Affirmation of Mitchell P. Hurley in support of Moquinon s Motion for an Attachment and Other Relief ( Hurley Aff. ) is a true and correct copy of the Mildway Agreement, which is undated. 20. On April 19, 2016, Bonum Capital acquired Mildway from Elena Krasko Tofi (the Seller ), an individual who is, upon information and belief, affiliated with Deripaska. Attached hereto as Exhibit B is a true and correct copy of the Mildway Share Purchase Agreement ( Mildway SPA ), dated April 19, 2016). 21. Bonum Capital paid pursuant to the Mildway SPA in consideration for its acquisition of Mildway s shares. Attached hereto as Exhibit C is a true and correct copy of the Payment Order for Mildway s shares, dated April 25, On May 17, 2016 and June 2, 2016, Mildway, through its counsel, sent Gliklad a letter (the Demand Letter ) demanding payment under the Loan Agreement and requesting information about the status of Gliklad s judgment obtained against Michael Cherney, including any collection, settlement or compromise efforts or proceeds received, or costs incurred in enforcement. The purpose of the Demand Letter was to gather information in an effort to seek enforcement of the Loan Agreement. Although Mildway reserved its rights to initiate legal proceedings with respect to the Loan Agreement, at the time of the Demand Letter, Mildway and Bonum Capital hoped that such enforcement could be accomplished voluntarily, without resort to litigation. Mr. Gliklad did not respond to the Demand Letter. Attached as Exhibit B to the Hurley Aff. is a true and correct copy of the Demand Letter. 23. Mildway served Gliklad with a notice of arbitration on or around July 1, 2016 ( Mildway Notice of Arbitration ). Attached as Exhibit C to the Hurley Aff. is a true and correct 5 5 of 10

6 copy of the Mildway Notice of Arbitration, served on July 1, On or around September 2, 2016, Gliklad responded to the Mildway Notice of Arbitration, denying that Mildway provided any funds to Gliklad under the Loan Agreement or otherwise. Attached as Exhibit D to the Hurley Aff. is a true and correct copy of Gliklad s response to the Mildway Notice of Arbitration, dated September 2, After receiving Gliklad s response to the Mildway Notice of Arbitration, Bonum Capital immediately contacted the Seller (Deripaska s representative). In conversations in which I was involved, Bonum Capital learned for the first time that, in fact, the loan to Gliklad had been disbursed by a Mildway affiliate, Moquinon, pursuant to a substantially similar loan agreement to the Mildway Agreement, executed at or near the time of the Mildway Agreement (the Loan Agreement ). Attached as Exhibit A to the Hurley Aff. is a true and correct copy of the Loan Agreement, dated April 12, The Seller informed Bonum Capital that the employee who handled the Gliklad loan in 2011 had left the Seller s employment prior to the Mildway transaction, and the remaining employees had limited knowledge concerning the circumstances of the Gliklad loan, including which entity ultimately loaned the $5 million to Gliklad. Upon further review, the Seller was able to provide confirmation to Bonum Capital that Moquinon had made the $5 million loan to Gliklad. Attached hereto as Exhibit D is a true and correct copy of the SWIFT payment receipt of $5 million from Moquinon to Gliklad, dated April 19, of 10

7 III. Bonum Capital s Acquisition of Moquinon 28. Upon learning that Moquinon had made the Gliklad loan, Bonum Capital and the Seller began to work on a transaction transferring the ownership of Moquinon to Bonum Capital. 29. Pending the transfer, on or around October 7, 2016, Moquinon granted a power of attorney ( POA ) to Mildway (now a Bonum Capital subsidiary) authorizing Mildway to act on Moquinon s behalf, including by commencing litigation with respect to the Loan Agreement. Attached as Exhibit E to the Hurley Aff. is a true and correct copy of the POA granted by Mildway to Moquinon, dated October 7, On or around December 6, 2016, Moquinon served Gliklad with a notice of arbitration substantially similar to the notice previously served by Mildway. Attached as Exhibit F to the Hurley Aff. is a true and correct copy of the notice of arbitration against Gliklad seeking to recover sums due to Moquinon under the Loan Agreement, commenced on November 28, Bonum Capital commenced negotiations with Deripaska s office relating to the acquisition of Moquinon in December I was involved in those negotiations on behalf of Bonum Capital. 32. During these negotiations, the parties agreed that the 33. On February 28, 2017, the transaction formally closed, with Bonum Capital 1 On or around January 9, 2017, Gliklad answered the Moquinon notice of arbitration. In his response, among other things, Gliklad admitted that he borrowed the $5 million from Moquinon and admitted that the proceeds from the MC Note were the only likely source for repayment of the loan [pursuant to the Loan Agreement] by Gliklad in the first place. Attached as Exhibit I to the Hurley Aff. is a true and correct copy of Gliklad s response to the notice of arbitration served by Moquinon, dated January 9, of 10

8 acquiring Moquinon through a share purchase agreement (the Moquinon SPA ). Attached hereto as Exhibit E is a true and correct copy of the Moquinon SPA Moquinon remained a party to the Loan Agreement before and after Bonum Capital s acquisition of Moquinon. There were no transfers of assets or other assignments effected during the acquisition of Moquinon. 35. Bonum Capital paid pursuant to the Moquinon SPA in consideration for its acquisition of Moquinon s shares. Attached hereto as Exhibit F is a true and correct copy of the SWIFT payment receipt from Bonum Capital, dated March 1, The. 37. All steps required for completion of Bonum Capital s acquisition of Moquinon pursuant to the terms of the Moquinon SPA were completed shortly after closure of the Moquinon SPA. Hence, Moquinon is now a wholly-owned subsidiary of Bonum Capital. 38. True and correct copies of the (i) Instrument of Transfer transferring the shares of Moquinon to Bonum Capital, dated February 28, 2017, (ii) Cypriot Certificate recording the transfer of shares of Moquinon to Bonum Capital, dated March 10, 2017, (iii) Cypriot Register of Members showing Bonum Capital as the owner of the shares of Moquinon, as of February 28, 2017, (iv) Written Resolution of the Sole Director of Moquinon Limited transferring Moquinon s shares to Bonum Capital, dated February 28, 2007, and (v) Share Certificate certifying that 2 Also on February 28, 2017 Moquinon served on Gliklad its First Amended Notice of Arbitration. Attached hereto as Exhibit L is a true and correct copy of the First Amended Notice of Arbitration. 8 8 of 10

9 Bonum Capital is the registered holder of Moquinon s shares, dated February 28, 2007 are attached hereto as Exhibits G through K 39. Bonum Capital was ready, willing and able to supply Moquinon with any and all funds necessary to exercise the matching right, including at the settlement amounts reflected in the Gliklad Settlement Agreement. Bonum Capital would have preferred Gliklad to honor his obligations under the Loan Agreement without litigation. 40. I reiterate and affirm that, aside from Bonum Capital s arms-length acquisitions of Mildway and Moquinon described herein, none of Bonum Capital (or any of its affiliates), Mr. Aliev or myself has any connection or involvement financial, personal, corporate or otherwise whatsoever with Deripaska. 9 9 of 10

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