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KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP GREGORY P. KORN (SBN 205306) gkorn@kwikalaw.com KATHERINE T. KLEINDIENST (SBN 274423) kkleindienst@kwikalaw.com 808 Wilshire Boulevard, 3rd Floor Santa Monica, California 90401 Telephone: 310.566.9800 Facsimile: 310.566.9850 Attorneys for TOMAS JEGEUS

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES, WESTERN DISTRICT

TOMAS JEGEUS, an individual,

Plaintiff,

vs. AVIRON PICTURES, LLC, a Delaware limited liability company; WILLIAM SADLEIR, an individual; and DOES 1 through 10, inclusive,

Defendants.

Case No. COMPLAINT FOR: (1) BREACH OF CONTRACT (2) FRAUDULENT

MISREPRESENTATION AND CONCEALMENT

(3) NEGLIGENT MISREPRESENTATION

(4) QUANTUM MERUIT (5) DECLARATORY RELIEF DEMAND FOR TRIAL BY JURY

Electronically FILED by Superior Court of California, County of Los Angeles on 01/13/2020 04:19 PM Sherri R. Carter, Executive Officer/Clerk of Court, by J. Bradley,Deputy Clerk

Assigned for all purposes to: Santa Monica Courthouse, Judicial Officer: Mark Young

20SMCV00058

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Plaintiff Tomas Jegeus (“Plaintiff” or “Jegeus”) by and through his attorneys, alleges the

following causes of action against Defendants Aviron Pictures, LLC, William Sadleir, and Does 1-

10, inclusive, and each of them, as follows:

INTRODUCTION

1. After nearly three decades of working at Twentieth Century Fox International

(“Fox”), Plaintiff Tomas Jegeus was considering his next career move, when William Sadleir

persuaded him to come onboard as the CEO of a relatively new film distribution company called

Aviron Pictures (“Aviron”).

2. Sadleir, the Chairman and Founder of Aviron, made a hard sell. Aviron had been in

the business of acquiring and distributing theatrical films for the past two years. Although some of

the company’s early films were successful, the most recent three films were all flops. As a result,

Aviron was in the market for new financing—and new leadership. Because of his background in

transactional and film financing, Sadleir said he had the new funding covered. In fact, he claimed

to have two or three different investors who had already written competitive financing offers and

were committed for at least the next five years. As for new leadership, that is where Jegeus would

fit in.

3. Based on Sadleir’s representations about Aviron’s funding and resources, Jegeus

knew exactly how to right the ship and turn Aviron into a prospering business. For example,

because Aviron had only been distributing its films domestically, it was leaving international

distribution revenues on the table. Jegeus, who has decades of experience in global distribution,

envisioned setting up international distribution deals and infrastructure to expand Aviron’s share

of the pie for each of its projects. Similarly, Jegeus planned to expand Aviron’s role to include

production of original content, not just distribution of acquired content, so that Aviron could take

greater control of its projects and ownership of the intellectual property. Finally, Jegeus wanted to

ensure that Aviron was ready to adapt to the changing landscape of filmed-entertainment, by being

open to episodic content and streaming platforms, not just theatrically-released, feature films.

4. Sadleir promised that Jegeus would be given the resources and support needed to

execute his vision—and that he would be well-compensated for his efforts. The parties ultimately

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agreed to a $250,000 signing bonus, a $1 million annual salary, and incentive compensation that

included project bonuses and profit participation. By early June 2019, Sadleir had confirmed in

writing that the deal was “closed.”

5. The parties agreed that Jegeus would take the reins as CEO on July 15, 2019, and

Deadline released an exclusive on his hiring on his first day. In the meantime, the parties’

attorneys put together a long-form employment agreement, which was finalized and ready for

signature by mid-August.

6. It was around that time that Jegeus first began to suspect that something was amiss.

Despite having put in more than a month of work, Jegeus had yet to receive either his singing

bonus or his first or second paychecks. And while Sadleir had promised that the funding was a

done deal, the investments had not yet materialized.

7. When Jegeus confronted Sadleir about these issues, Sadleir strung him along,

promising that the funding was imminent and that he would get Jegeus paid forthwith. Months

later, both promises remained unfulfilled. Worse, even, Jegeus had learned additional details about

Aviron’s finances that raised serious red flags about the company, including that Aviron was

carrying large amounts of debt (making it next to impossible to secure additional funding) and that

Sadleir was using seemingly fabricated assets to entice new investors.

8. With Jegeus having been misled about the financial state of the company and

having worked nearly four months without pay, and with Aviron having failed to cure its material

breaches of Jegeus’s employment agreement, he exercised his right under the agreement to resign

for “Good Reason” and demanded the compensation and benefits owed to him in such event. In

response, Sadleir and Aviron not only refused to honor Aviron’s contractual obligations, but they

instead disingenuously claimed that Jegeus was entitled to receive nothing because, despite his

months of service, he was, according to them, never employed by Aviron at all.

9. The express provisions of Plaintiff’s employment agreements entitle him to receive

compensation not only for his past services, but also for the remainder of the two-year

employment term. Aviron has repudiated all of its obligations under this agreement, leaving

Plaintiff no choice but to proceed with this action.

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PARTIES

10. Plaintiff Tomas Jegeus is an individual residing in Los Angeles County.

11. Plaintiff is informed and believes, and on that basis alleges, that Defendant Aviron

Pictures, LLC is a limited liability company organized and existing under the laws of the State of

Delaware with its principal place of business in Beverly Hills, 90212, in Los Angeles County.

12. Plaintiff is informed and believes, and on that basis alleges, that Defendant William

Sadleir is an individual residing in Beverly Hills, California, 90210, in Los Angeles County.

13. Plaintiff is ignorant of the true names and capacities of Defendants Does 1 through

10 and therefore sue these Defendants by such fictitious names. Plaintiff will amend this

Complaint to allege these Defendants’ true names and capacities when ascertained. On

information and belief, each of these Defendants is responsible and liable in some manner for the

events alleged herein and damages caused thereby. On information and belief, Defendants, and

each of them, conspired with each other in doing all that is alleged herein, making the actions of

any Defendant attributable to all Defendants. On information and belief, at all times relevant

hereto, Defendants, and each of them, were agents of one another and in doing the things alleged

in this Complaint were acting in concert and within the course and scope of such agency and with

the knowledge and consent of each other.

JURISDICTION AND VENUE

14. Jurisdiction is proper in the Superior Court of the State of California for the County

of Los Angeles pursuant to section 410.10 of the California Code of Civil Procedure.

15. Venue is proper in Los Angeles County, California, pursuant to Section 392 et seq.

of the California Code of Civil Procedure because the Defendants are located in or reside in Los

Angeles County at the commencement of this action and because the causes of action herein arose

in Los Angeles County, and is proper in the Western District pursuant to Local Rule 2.3.

ALLEGATIONS COMMON TO ALL CAUSES OF ACTION

Jegeus’s Decades of Experience as an Executive at 20th Century Fox

16. Prior to joining Aviron Pictures, Jegeus had amassed decades of experience in film

marketing and distribution, primarily acquired during his more than 25 years at Fox.

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17. Jegeus began his career at Fox as the marketing director for its U.K. office in 1990

and quickly rose through the ranks. In 1998, Jegeus moved to Hong Kong after being promoted to

Vice President of Fox’s Asia/Pacific marketing division. Following a three-year stint as Executive

Vice President of Marketing for UIP in the early 2000s, Jegeus returned to Fox in January of 2005

as Executive Vice President at 20th Century Fox International in Los Angeles, where he oversaw

the international marketing campaigns for Fox’s films. Later that year, Jegeus was promoted to co-

president of the division. In 2013, Fox promoted Jegeus once again to Co-President of Global

Theatrical Marketing and Distribution, expanding his role to overseeing not only international

distribution and marketing, but domestic efforts as well. And, in 2015, Fox named Jegeus

President of Fox International Productions, putting him in charge of all international feature film

productions and acquisitions.

18. During his time at Fox, Jegeus helped spearhead the launch of numerous iconic

feature films and franchises, including Avatar, X-Men, Kingsman, Planet of the Apes, Ice Age, and

Night at the Museum, among others. Jegeus left Fox in 2018 in order to be home to help care for

his wife, who was suffering from a serious medical condition.

Sadleir Courts Jegeus for the CEO Position at Aviron Pictures

19. By the Spring of 2019, Jegeus was ready to explore new career opportunities.

During this time, Jegeus was considering a number of career moves, including positions at

independent production companies, big studios, and a leading talent agency, as well as the

possibility of creating his own production startup.

20. In or around March 2019, William Sadleir approached Jegeus about the possibility

of coming onboard as the CEO of Aviron Pictures. Aviron Pictures had been founded two years

earlier, in 2017, to acquire, market, and domestically distribute theatrical films, funded through an

affiliated entity called Aviron Capital.

21. This was not the first time Sadleir had tried to recruit Jegeus. In 2013, Sadleir had

tried to convince Jegeus to join his previous company, Clarius Entertainment. Jegeus was

promoted to Co-President of Global Theatrical Marketing and Distribution at Fox around the same

time, however, so he declined Sadleir’s overtures. Sadleir had also broached the possibility of

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Jegeus joining Aviron during the summer of 2018, not long after Jegeus had left Fox, but Jegeus

was not yet ready to go back to work at that time.

22. When Sadleir approached Jegeus in early 2019, Aviron Pictures had enjoyed a few

early successes, but also suffered some recent setbacks. Its last three films, A Private War,

Serenity, and After, had struggled at the box office.

23. In light of its recent performance, Jegeus peppered Sadleir with questions about

Aviron’s structure, business model, and financial prospects. Sadleir repeatedly assured Jegeus that

the company was on solid footing and that additional financing was on its way to fund Aviron’s

next slate of films.

24. With regard to the financing, Sadleir explained that Aviron Capital had a revolving

credit facility with BlackRock, but that BlackRock had made the investment through a closed-end

real estate fund that was winding down. Therefore, Sadleir claimed, BlackRock would not be able

to provide the expansion capital needed for Aviron’s next slate of films. However, Sadleir assured

Jegeus that, “with BlackRock's support,” Sadleir had already received “separate, competitive

funding offers from HPS and Whitehorse Capital,” that a “wealth manager at Alex Brown, & Sons

is also preparing a similar funding.” He claimed that all of these investors were onboard for at

least the next five years. When asked how confident he was that the funding for a new film slate

would come through, Sadleir responded: “Elephant size confidence.”

25. With respect to Aviron's future, Sadleir and Jegeus discussed the need for new

leadership to navigate the ever-changing landscape of the filmed entertainment world. During their

discussions, Jegeus shared his vision for Aviron. So far, Aviron’s distribution efforts had been

limited to the North American markets. With his global experience and contacts, Jegeus could put

deals and infrastructure in place that would allow Aviron to profit from international sales and box

office receipts, not just domestic performance. In addition, Jegeus saw opportunities to grow

Aviron’s domestic distribution profits by expanding into production as well as streaming and

episodic content. Based on these discussions, Sadleir offered Jegeus the chance to shepherd

Aviron through that next phase and beyond, and promised Jegeus that he would be well-

compensated for his efforts.

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26. Even though Jegeus was exploring other potentially lucrative career opportunities,

the possibility of being at the helm of an organization that was poised to grow and evolve excited

him, and he decided to pursue the position.

Sadleir and Jegeus Strike a Deal

27. Once he decided that he was interested in the CEO position, Jegeus turned

negotiations over to his attorney, Peter Nichols ("Nichols"). Nichols reached out to Sadleir in late

April to discuss potential employment terms and compensation packages, and they exchanged

emails on the subject throughout May 2019. In the interim, even though he had not yet officially

started working for Aviron, Jegeus continued to consult with Sadleir regarding Aviron’s latest

films and business plan.

28. On May 17, Nichols proposed the following terms for Jegeus’s employment as

CEO of Aviron: (1) a 2 year term; (2) $250K signing bonus; (3) a base salary of $1 million per

year; (4) a production/acquisition bonus of $150K per picture; and (5) a profit participation of 6

percent.

29. On May 28, Sadleir responded to the proposed terms as follows:

1. Two year term is fine, although for both of our sakes I hope it will turn into two decades.

2. A $250K signing bonus is fine, although I may have to stagger the payments. I've also proposed as an alternative a 1% fee on any funding Tomas is helpful in attracting, but not less than $250K.

3. Base salary of $1M is reasonable.

4. Production/Acquisition bonus of $150K per picture is reasonable.

5. Let’s make the profit participation 6% of EBITDA, which is more beneficial and a better measurement.

30. After additional back and forth on the fifth term, the parties agreed that Jegeus

would be vested with a 6% profit, on a picture by picture basis, in perpetuity, for every film he put

in production or acquired, even if the money came in after the initial, two-year term. With this

final term resolved, Sadleir confirmed in writing in a June 5, 2019 email: “We're closed.” He said

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his attorneys would put together long-form documentation and send a draft for review in the next

few days.

While the Parties Negotiate a Long Form, Jegeus Starts Work as CEO

31. Although negotiations for a long-form agreement went smoothly, they dragged out

through the summer months. While those negotiations were ongoing, the parties agreed that July

15, 2019 would be Jegeus’s official start date as CEO—although he had been informally

consulting with Sadleir on Aviron’s business and taking meetings with Sadleir and potential

business contacts since late April.

32. On July 15, 2019, Jegeus officially started as CEO, and Aviron announced his new

position through an “exclusive” in Deadline. According to the article, Sadleir extolled the

experience and connections that Jegeus brought to the company, saying, “Tomas brings a wealth

of expertise and relationships in these new verticals, as well as a passion for bridging the gap

between traditional models and innovative solutions to the ever-changing landscape of the film

marketplace. His addition to the Aviron family at this juncture allows us to amplify our operations,

develop our new slate accordingly and be poised for continued success and growth in the future.”

33. Once Jegeus had officially started working, negotiations for the long-form

documentation stalled. Nichols reached out to Sadleir in late July to ask whether there were any

open issues, but Sadleir did not respond. Nichols followed up twice more before he finally

received a response from Sadleir on August 19. In that email, Sadleir indicated that the changes

looked fine, and he only had one minor change to Exhibit A, Contingent Compensation. With that

one change, he said, “we'll get it signed and closed.” Nichols responded, “Ok, great. Will do.” He

promised to make the change that afternoon and send out an execution copy.

34. Even though the parties agreed to the long-form documentation in August, by mid-

September, Sadleir still had not signed the execution copy. Worse, Jegeus, who had been officially

working as Aviron’s CEO for more than two months, still had not been paid. Nor were the

business expenses that he personally incurred being reimbursed by the company, as agreed. When

Jegeus asked Sadleir about the long-form documentation and his compensation during a meeting

on September 24, Sadleir assured him that he was happy with the long-form as drafted and

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promised that he would sign it that week. Sadleir also represented that Aviron would receive the

first wave of investment in the next two weeks, and Jegeus would receive all pay retroactively

(back to his July 15 start date) as soon as the funding came in. Even though Jegeus’s right to

receive compensation was never conditioned on Aviron’s ability to receive funding, Jegeus took

Sadleir at his word that he would soon be made whole.

35. Over the following six weeks, however, Sadleir continued to drag his feet on

signing the long-form documentation, and Jegeus continued to work without getting paid.

Jegeus Discovers that Sadleir Misrepresented Aviron's Financial Position

36. After joining Aviron, Jegeus discovered that Sadleir had materially misrepresented

Aviron's financial prospects, as well as the resources that would be available to him to right the

ship as CEO.

37. For example, contrary to Sadleir’s guarantee that Aviron would soon secure new

funding—and that he had multiple, competitive funding offers in hand—the reality was much

bleaker. After Jegeus came onboard, he found out that there were no funding offers on the table

from HPS, Whitehorse Capital, and Alex Brown, & Sons. Rather, Sadleir seemed to be focused

almost exclusively on obtaining additional funding from BlackRock. To make matters worse,

Jegeus learned that Aviron’s credit facility with BlackRock was almost completely tapped out, and

that Aviron was carrying large amounts of debt on its books. Sadleir ultimately confessed to

Jegeus that BlackRock was unable to provide additional funding until Aviron had paid down at

least some of its existing debt to BlackRock.

38. Because of Aviron’s dire financial situation, the role Jegeus was asked to take on

after joining Aviron bore no resemblance to what Sadleir had promised. Sadleir had told Jegeus

that he would take care of the funding (which was basically a done deal) and that the company was

ready to grow significantly from 28 employees to 40 or 50. This would allow Jegeus to hire the

production team and international executives needed to execute his vision for the company.

Instead, Jegeus came onboard only to find he had been lured onto a sinking ship, and he was

forced to refocus his efforts on helping Sadleir secure funding to keep Aviron afloat.

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Sadleir’s Representations to Potential Investors Raise Red Flags

39. Sadleir’s deception did not stop after Jegeus came onboard as CEO. While they

were trying to obtain new funding, in September or October of 2019, Sadleir represented to Jegeus

(and others) that Aviron has pre-bought national advertising with GroupM, one of the world's

leading media companies. Sadleir told Jegeus that he should use this purported pre-bought

national advertising time as collateral to secure additional investments. At one point, however,

Sadleir mentioned that he hoped no one would look too closely at the pre-bought advertising

numbers because they “exist only as a line item in GroupM's books.”

40. Unclear about the amount and status of the GroupM pre-bought advertising, Jegeus

decided to do some digging. Based on his investigation, no such pre-bought advertising exists.

Sadleir appears to be using a fabricated asset to induce potential investors to provide new funding

for Aviron. Even worse, he tried to convince Jegeus to unwittingly do the same.

Jegeus Resigns for Good Reason

41. Pursuant the agreed-upon long-form agreement (the “Employment Agreement”),

Jegeus had the right to resign for Good Reason. “Good Reason” as defined in the Employment

Agreement, includes “the failure by the Company to pay the Executive any material sum due

under this Agreement” and “the material breach of the agreement by Company.” If Jegeus resigns

for Good Reason, he is entitled to receive not only his accrued compensation and benefits, but also

Severance Benefits consisting of the “continuation of [Jegeus’s] Annual Salary for the remainder

of the Employment Term and any outstanding vested Profit Participation Awards and unpaid

Picture Bonuses which accrue during the remainder of the term.”

42. The Employment Agreement provides that during the two-year Employment Term,

which began on July 15, 2019, Jegeus “shall receive an annual base salary of One Million Dollars

($1,000,000) per year, which shall be payable on a twice monthly basis in accordance with the

Company's usual payroll practices.” Jegeus officially began providing services to Aviron as CEO

on July 15, 2019. Nevertheless, months after starting work, Aviron had not paid Jegeus one penny

of his $250,000 signing bonus or his regular salary.

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43. Sadleir and Aviron were on notice throughout Jegeus’s employment that Aviron

was materially breaching its agreement to pay Jegeus the compensation owed to him under his

employment contract, and the parties repeatedly discussed the fact that Jegeus was not being paid.

Nevertheless, at no point did the company attempt to or succeed in curing its material breaches of

contract.

44. Accordingly, on November 6, 2019, Jegeus resigned for Good Reason, and

demanded the Severance Benefits that he is entitled to pursuant to the Employment Agreement.

Aviron Refuses to Honor the Parties’ Agreement

45. Aviron’s response to Jegeus’s resignation was even more detached from reality

than the sales pitch Sadleir used to bring Jegeus onboard. Despite the fact that Jegeus had been

officially brought on as CEO nearly months earlier—and his employment had been announced in

the press—Aviron took the preposterous position that Jegeus was never really employed by

Aviron at all. Rather, Aviron now claims that Jegeus’s employment had always been conditioned

on (1) Aviron securing new funding with Jegeus's assistance, (2) BlackRock approving Jegeus as

CEO, and (3) the parties' decision to move forward after a “90-day mutual trial employment

period.” Aviron further contends that, despite his months of work for the company, Jegeus is

entitled to no compensation or Severance Benefits. Aviron's newfound position is absurd.

46. At no point during the parties’ discussions and negotiations did Aviron or Sadleir

ever suggest that Jegeus’s position would be contingent on Aviron securing new funding or on

BlackRock’s approval. Nor did the parties ever discuss the possibility of a “90-day mutual trial

employment period.” Jegeus never agreed to any of these purported conditions on his

employment. And none of these purported conditions were ever included in the long-form

employment contract that the parties drafted, or in the agreement consummated in writing (via

email) that preceded it. Aviron invented these purported conditions precedent, after Jegeus

resigned, in a transparent attempt to flout its contractual obligations.

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FIRST CAUSE OF ACTION

(Breach of Contract – Against Aviron and Does 1-10)

47. Plaintiff realleges and incorporates by reference the allegations contained in

Paragraphs 1 through 46 as though fully set forth herein.

48. The long-form contract negotiated and agreed upon by the parties is a valid,

binding contract (hereinafter, “Employment Agreement”) by virtue of the parties’ performance

thereunder, and by virtue of Aviron’s acceptance of the benefits of Jegeus’s performance and the

Employment Agreement. Alternatively, the parties entered into a valid and enforceable contract

through a series of emails setting forth the material terms of an employment contract and

culminating in Sadleir’s email that the deal on those terms was “closed” (“Email Agreement”).

The Employment Agreement and Email Agreement are hereinafter referred to individually and

collectively as the “Agreements”

49. Plaintiff has fully complied with his obligations under the Agreements except as

waived or excused by Aviron.

50. Aviron has materially breached the Agreements and the implied covenant of good

faith and fair dealing by, inter alia, failing and refusing to pay the monies, other benefits, and

expense reimbursements due to Plaintiff under the Agreements and repudiating Plaintiff’s right to

receive Severance Benefits going forward under the Agreements.

51. Aviron’s material breaches of the Agreements have denied Plaintiff the benefit of

their bargain and have proximately caused damages to Plaintiff. The exact amount of these

damages will be proven, but they are in excess of $2,250,000.

SECOND CAUSE OF ACTION

(Fraudulent Misrepresentation and Concealment – Against All Defendants)

52. Plaintiff realleges and incorporates by reference the allegations contained in

Paragraphs 1 through 51 as though fully set forth herein.

53. Sadleir represented to Plaintiff and his agents, in conversations, text messages, and

emails, that Plaintiff would be employed as the Chief Executive Officer of Aviron; that Plaintiff

would receive a $250,000 signing bonus; that Plaintiff would be paid an annual salary of

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$1 million on a twice monthly basis; that Plaintiff would receive additional bonus compensation

and profit participations; that Plaintiff’s business expenses would be reimbursed by Aviron; that

Aviron would be receiving new funding; and that, in his role as CEO, Plaintiff would be allowed

to hire at least a dozen new employees to implement his vision for the company. Sadleir further

represented that Aviron’s financial outlook was good, and that it would have sufficient resources

to acquire, produce, and distribute films.

54. These representations and statements by Sadleir were false at the time they were

made. Sadleir knew he had no intention to comply with the promises made to Plaintiff, and had no

intention for Aviron to comply with the terms of its Agreements with Plaintiff. On information

and belief, Sadleir secretly intended not to comply with the terms of the Agreements or to pay

Jegeus the compensation he was promised unless and until Aviron secured new financing—an

undisclosed condition precedent that was never discussed, agreed to, or documented in the

Agreements. Sadleir purposefully failed to disclose to Plaintiff that Aviron would not be

complying with the Agreements to induce him to accept a position at the company and to begin

work on its behalf.

55. Sadleir further knew that his representations concerning Aviron’s financial status

and ability to acquire, produce, and distribute films were false. Sadleir purposefully concealed

from Plaintiff the true financial condition of Aviron, including its debts to BlackRock and other

creditors.

56. Sadleir purposefully made false representations, and concealed material facts, with

the intent to induce Plaintiff to rely on those false representations and omissions.

57. Plaintiff was unaware of the falsity of Sadleir’s representations, and was unaware

of the material facts that were concealed from him. Plaintiff was induced to rely on, and

reasonably did rely on, Sadleir’s fraudulent statements and omissions by passing up other job

opportunities, refraining from seeking other employment, and accepting a position with Aviron.

Plaintiff also relied on Sadleir’s fraudulent statements and omissions by incurring business

expenses in the performance of his duties as CEO.

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58. Plaintiff has suffered damages as a result of Sadleir’s false representations and

material omissions, the exact amount of which will be proven at trial.

59. In committing the fraud alleged above, Sadleir acted intentionally, maliciously, and

oppressively, with a willful and conscious disregard of Plaintiff’s rights, so as to constitute

oppression, fraud, or malice under the law. Accordingly, Plaintiff is entitled to recover punitive

and exemplary damages in an amount sufficient to punish Sadleir and to deter similar conduct in

the future.

THIRD CAUSE OF ACTION

(Negligent Misrepresentation – Against All Defendants)

60. Plaintiff realleges and incorporates by reference the allegations contained in

Paragraphs 1 through 59 as though fully set forth herein.

61. Sadleir represented to Plaintiff and his agents, in conversations, text messages, and

emails, that Plaintiff would be employed as the Chief Executive Officer of Aviron; that Plaintiff

would receive a $250,000 signing bonus; that Plaintiff would be paid an annual salary of

$1 million on a twice monthly basis; that Plaintiff would receive additional bonus compensation

and profit participations; that Plaintiff’s business expenses would be reimbursed by Aviron; that

Aviron would be receiving new funding; and that, in his role as CEO, Plaintiff would be allowed

to hire at least a dozen new employees to implement his vision for the company. Sadleir further

represented that Aviron's financial outlook was good, and that it would have sufficient resources to

acquire, produce, and distribute films.

62. These representations and statements by Sadleir were false at the time they were

made.

63. Sadleir made these false representations negligently, and with the intent to induce

Plaintiff to rely on those false representations and omissions.

64. Plaintiff was unaware of the falsity of Sadleir’s representations. Plaintiff was

induced to rely on, and reasonably did rely on, Sadleir’s misstatements and omissions by passing

up other job opportunities, refraining from seeking other employment, and accepting a position

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with Aviron. Plaintiff also relied on Sadleir’s fraudulent statements and omissions by incurring

business expenses in the performance of his duties as CEO.

65. Plaintiff has suffered damages as a result of Sadleir’s negligent misrepresentations

and omissions, the exact amount of which will be proven at trial.

FOURTH CAUSE OF ACTION

(Quantum Meruit – Against Aviron and Does 1-10)

66. Plaintiff reallege and incorporate by reference the allegations contained in

Paragraphs 1 through 65 as though fully set forth herein.

67. Plaintiff provided services to Aviron as its acting CEO from at least July 15, 2019

through November 6, 2019, with the understanding that Plaintiff would receive compensation for

these services. In addition, Plaintiff provided informal consulting services prior to his official start

date as CEO, based on his understanding that he had secured a two-year employment contract to

act as Aviron’s CEO and that he would receive the agreed-upon signing bonus, salary, project

bonuses, and profit participations, as outlined in the Agreements. Plaintiff’s services were not

gratuitously rendered.

68. Aviron accepted Plaintiff’s services until his resignation for Good Reason on

November 6, 2019.

69. Aviron has not provided any compensation for Plaintiff’s services. Moreover, in

November of 2019, Aviron took the position that Plaintiff is not entitled to any compensation for

the services Plaintiff provided to Aviron.

70. Accordingly, Aviron has been unjustly enriched to Plaintiff’s detriment, and

Plaintiff is entitled to compensation for the reasonable value of his uncompensated services.

FIFTH CAUSE OF ACTION

(Declaratory Relief – Against Aviron and Does 1-10)

71. Plaintiff realleges and incorporates by reference the allegations contained in

Paragraphs 1 through 70 as though fully set forth herein.

72. An actual controversy has arisen and now exists between Plaintiff and Aviron with

respect to their rights and obligations under the Agreements.

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73. Plaintiff contends that he resigned for Good Reason pursuant to the Employment

Agreement and is therefore entitled to receive not only the Accrued Benefits, but also Severance

Benefits going forward.

74. Aviron contends that the Agreements never became effective and that Plaintiff is

not entitled to anything thereunder, including Accrued Benefits and/or Severance Benefits.

75. A declaration is necessary and appropriate at this time so that the parties may

ascertain their respective rights and obligations.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment as follows:

1. On the First, Second, and Third Causes of Action, for an award of compensatory

damages in an amount to be determined at trial;

2. On the Second Cause of Action, for an award of exemplary and punitive damages;

3. On the Fourth Cause of Action, for restitution in the amount equal to the reasonable

value of the Plaintiff’s uncompensated services;

4. On the Fifth Cause of Action, for a declaratory judgment that the Employment

Agreement and/or Email Agreement are valid and enforceable contracts, that Plaintiff resigned

with Good Reason pursuant to the Employment Agreement, and that Plaintiff is entitled to receive

Accrued Benefits and Severance Benefits pursuant to the Employment Agreement;

5. For an award of attorney’s fees and costs;

6. For pre-judgment interest at the maximum legal rate; and

7. For such other and further relief as the Court may deem just and proper.

DATED: January 13, 2020 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

By: /s/ Gregory Korn

Gregory P. Korn Attorneys for TOMAS JEGEUS

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DEMAND FOR TRIAL BY JURY

Plaintiff hereby demands trial by jury on all issues and causes of action triable by jury.

DATED: January 13, 2020 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

By: /s/ Gregory Korn

Gregory P. Korn Attorneys for TOMAS JEGEUS

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