34.  To provide an incentive for foreign investment to benefit the American economy  by creating or preserving U.S. jobs, Congress created the EB-5 Immigrant Investor Visa Program  (the “EB-5 Program”) in 1990 with the enactment of the Immigration Act of 1990. Pub. L. 101- 649, 104 Stat. 4978. The EB-5 Program enabled immigrant investors to become permanent  residents of the United States by investing at least $500,000 in a U.S. business that will use the  funds in a manner that creates or maintains at least 10 full-time American jobs. See, e.g., 8 U.S.C.  § 1153(b)(5).   35.  At the outset of the application process, which normally takes two or more years  before it is complete, the EB-5 Investor submits a Form I-526 Immigration Petition by Alien  Entrepreneur (“I-526 Petition”), which, if approved, permits the EB-5 Investor to reside and travel  within the U.S. while his or her application is pending. If the I-526 Petition is approved, the EB-5  Investor may then seek permanent U.S. residency status (and obtain a green card) by submitting a  Form I-829 Petition by Entrepreneur to Remove Conditions (“I-829 Petition”). If the I-829 Petition  is granted, the EB-5 Investor and his or her immediate family members are granted permanent  immigrant visas (i.e., green cards).    37.  Although EB-5 was created in the 1990s, it was not commonly used to fund real  estate projects until after the Great Recession in 2008, when funding became more difficult to  obtain and EB-5 represented an alternative source of capital.   79.  Mastroianni and Yellen are the sole Principals of the Harbourside Group.  Mastroianni and Yellen used this status to dominate and control the entities within the Harbourside  Group, which includes, inter alia, the Funding Partnership, the General Partner, the Developer,  and the Regional Center to such an extent that these entities’ independent existence was in fact  non-existent and Mastroianni and Yellen were in fact their alter egos. Mastroianni and Yellen used  these entities’ limited liability status for fraudulent and other improper purposes, which caused  injury to the Limited Partners, the Funding Partnership and the Developer.   80.  Indeed, as the former Chief Financial Officer for the Developer and the Regional  Center has stated, “Mastroianni, along with those in his employ, routinely conducted side deals,  and funneled money in and out of various accounts without conferring with the CFO and . . . in  non-compliance with the EB-5 requirements, something that would cause serious problems should  there ever be a USCIS or SEC audit.” Finkelstein v. Allied Capital and Devel. of So. Fla., LLC,  No. 2014CA006733 (Palm Beach Cty. Cir. Ct.). ¶ 32.  81.  Plaintiffs bring this action derivatively on behalf of the Funding Partnership,  pursuant to Fed. R. Civ. P. 23.1 and F.S.A. § 620.2002(2), to enforce the claims for relief set forth  below against each Defendant.   83.  If Plaintiff s are successful in this action, the recovery will be of substantial benefit  to the Funding Partnership and its Limited Partners, each of whom was a member of the Funding  Partnership when it was converted to the New LLC.  86.  The Class is defined as follows: All persons who invested in the Funding  Partnership (i.e., all Limited Partners). Excluded from this Class are Defendants, their affiliates,  subsidiaries, agents, board members, directors, officers, and/or employees; the Court and its staff;  and any Limited Partner who has entered into an enforceable agreement with Defendants to settle  or otherwise resolve their claims against Defendants.   87.  Plaintiffs reserve the right to modify or amend the definitions of the proposed Class  before the Court determines whether class certification is appropriate.   88.  The Class satisfies the requirements of Rule 23(a), as well as 23(b)(3).   89.  NUMEROSITY. The Class consists of approximately 199 geographically dispersed  individual Limited Partners. Joinder of the Class members is not practicable. The disposition of  the claims of the Class members in a single action will provide substantial benefits to all parties  and to the Court.   90.  ASCERTAINABILITY. The individual Class members are ascertainable, as the names  and addresses of all Class members can be identified in the business records maintained by the  Developer and the General Partner. Notice of this action can thus be provided to all members of  the proposed Class.   91.  TYPICALITY. Plaintiffs were investors in the Harbourside Project at the time of the  wrongdoing alleged herein. Plaintiffs’ claims are typical of the claims of all Class members as all  Class members are similarly affected by Defendants’ wrongful conduct as complained of herein.   93.  COMMONALITY AND PREDOMINANCE. Common questions of law and fact exist as  to all members of the proposed Class and predominate over any questions solely affecting  individual members of the proposed Class. The questions of law and fact common to the Class  include, but are not limited to, the following:  a.  Whether Defendants breached their fiduciary duties to the proposed Class;  b.  Whether Defendants engaged in civil theft in violation of F.S.A. § 812.014; and  c.  Whether Defendants engaged in a civil conspiracy.     94.  The Class may be certified under Rule 23(b)(3). Questions of law or fact common  to Class members predominate over any questions affecting only individual members. Class  treatment of such common questions of law and fact is a superior method to piecemeal litigation  because class treatment will conserve the resources of the courts and will promote efficiency of  adjudication. Class treatment will also avoid the substantial risk of inconsistent factual and legal  determinations on the many issues in this lawsuit. There will be no unusual difficulty in the  management of this action as a Class action.  95.  Plaintiffs reallege and incorporate by reference the allegations set forth in each of  the preceding paragraphs of this Complaint.   97.  Among the unfair, fraudulent, and unlawful conduct Plaintiffs have alleged in this  Complaint are (a) Defendants’ ostensible exercise of the conversion provisions of the EB-5 Loan  Agreement despite the existence of multiple Events of Default, which were neither cured nor  waived at the time the conversion provisions were invoked and (b) Defendants’ failure to obtain  the Limited Partners’ approval of the plan of conversion, which transformed their investment in  the Funding Partnership into a materially investment that was not mentioned in the Offering  Documents. As a result of Defendants’ conduct, the exercise of the conversion provisions of the  EB-5 Loan Agreement, and the conversion of the Developer from a Florida LLC to a Delaware  LLC, are invalid and void as a matter of law.    98.  Plaintiffs are informed and believe that Defendants will dispute these allegations.   Therefore, an actual controversy has arisen and now exists between Plaintiffs and Defendants.  Accordingly, Plaintiffs hereby request a judicial declaration of the rights and duties of the parties  with respect to each of the foregoing issues in controversy.  BREACH OF FIDUCIARY DUTIES   DECLARATORY RELIEF  Against All Defendants   THE EB-5 PROGRAM  