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19
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23
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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 20 of 83

127. Asadirector and CTO at Parkridge, Narra had a duty of care to act in good faith in
the interest of the company as may reasonably be expected of a director carrying out the functions
of a company with his unique general knowledge, skill, and experience.

128. As director and CTO of Parkridge, Narra had a duty of skill to exercise his powers
for the proper purpose, as may reasonably be expected of a director carrying out the functions of a
company with his unique general knowledge, skill, and experience.

129. As director and CTO of Parkridge, Narra was obligated by his duty of diligence to
avoid conflicts of duty and interest that he may possess that are not shared by Parkridge generally,
as may reasonably be expected of a director carrying out the functions of a company with his unique
general knowledge, skill, and experience.

130. Narra controlled and was founder and CEO of Indyzen, which entered into an
Agreement with Parkridge on January 5, 2015, to build the Morfit App.

131. As aresult, Narra was interested in, and failed to act independently with respect to,
the Agreement between Indyzen and Parkridge.

132. Narra failed to exercise the necessary care, and breached his respective duties of
reasonable care, skill, and diligence.

133, Narra breached his duties by engaging in self-dealing by advocating for and
facilitating consummation of the Agreement with Indyzen even though it favored interests
(including his own) other than those of Parkridge, which he was obligated as its CTO to serve.

134. Narra also breached his duties by engaging in self-dealing by representing to
Parkridge, which he was obligated as its CTO to serve, that Indyzen had the skills and know-how to
successfully develop the Morfit App when it did not.

135. Narra additionally breached his duties by engaging in self-dealing by representing to

Parkridge, which he was obligated as its CTO to serve, that the price Indyzen offered was the best

STATEMENT OF CLAIMS 18



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 41 of 83

6.8. Each share in the JVC shall equal one vote. Each Shareholder shall be entitled to vote
in accordance with their respective shareholding of the Party in the JVC for which he
is authorised to represent.

6.9, All resolutions by the General Meeting of Shareholders to be validly adopted must be
signed affirmatively by the Shareholders present and voting pursuant to this clause 6.
In lieu of a meeting of the General Meeting of Shareholders, a written resolution may
be adopted by the General Meeting of Shareholders and shall be deemed to have been
validly adopted by the General Meeting of Shareholders if such resolution is sent to
all Shareholders and is approved by the Shareholders representing at least 80% of the
share capital of the JVC for a Reserved Matter or 51% of the share capital of the JVC
for all other matters.

6.10. ‘The minutes of a General Meeting of Sharehalders shall be prepared in English and
signed by every attending Shareholders or a proxy authorised to attend such a
meeting. The original signed minutes shall be kept on file in the head office of the
JVC or as otherwise agreed by the Parties and copies thereof shall be provided to
each Shareholder upon request.

2 FINANCE FOR THE JVC

‘The Parties envisage that for the Business and operation of the JVC shall be initially
financed by the following (“Initial Funding”), further details of which are set out in
Schedules 3 and 4:

(a) a loan from Mabel up to a maximum amount of US$ 1,000,000; and

(b) a loan from PN in the form of a discounted service fee arranged by PN with
a value of US$ 300,000.

Subject to clause 3.2, the Parties acknowledge that the terms of the financing must be
acceptable to all Shareholders,

Beyond the Initial Funding, if the JVC needs any additional funding for the
operations and expansion of the JVC, the JVC may seek a loan from its principal
bankers subject to written approvals from each of the Shareholders,

There is no obligation on the Parties to provide any further finance to the JVC but, if
they do so, the Parties shall each provide the amount proportionate and equivalent to
their respective shareholding in the JVC on the same terms unless they agree
otherwise in writing.

8. RESTRICTIONS ON THE PARTIES

8.1, Neither Party may, unless otherwise agreed in writing by the other Party and the JVC,
during the times specified below, carry on or be employed, engaged or interested in
any business which would be in competition with any part of the Business of the JVC
including any developments in the Business afier the Effective Date. The times
during which these restrictions apply are:

iW



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 37 of 83

context permits, the words other and otherwise are illustrative and shall not limit the
sense of the words preceding them.

1.13. Any obligation in this Agreement on a person not to do something includes an
obligation not to agree, permit, allow, or acquiesce in that thing to be done.

2. ‘THE BUSINESS OF THE JVC

2.1. The Business of the JVC is to operate and maintain the Product in the health and
wellness sector,

2.2, Bach Party shall use its reasonable endeavours to promote, develop and protect the
interests of the Business of the JVC to the best advantage of the JVC.

3 SHARE CAPITAL

3.1. All shares issued by the JVC are ordinary shares. The total authorized share capital of
the JVC shall be HK$ 10,000 divided 10,000 shares of HK$ | par value each,

3.2. Each Shareholder has the right to maintain the same percentage of share ownership in
the JVC, until the JVC receives third party equity funding on terms acceptable to

each Shareholder, or as otherwise agreed in writing between the Parties.

3.3. The shareholding of the JVC is as set out below:

No. | Shareholders No. of Shares Percentage (%)
1. Mabel Mak 7000 70%

2. Parasurama Naidu Narra 3000 30%

Total 10,000 100%

3.4. Mabel shall subscribe and be issued by the JVC 7000 shares, equivalent to 70% of the
total shares of the JVC (“Mabel Shares”). Mabel shall also be expected to contribute
to the JVC in accordance with Schedule 3.

3.5. PN shall subscribe and be issued by the JVC 3000 shares, equivalent to 30% of the

total shares of the JVC (“PN Shares”), PN shall also be expected to contribute to the
JVC in accordance with Schedule 4.

v4


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 46 of 83

14,

that PN shall first give Mabel the first right of refusal to acquire the whole or part of
its equity interest at the purchase price offered to other third parties, If Mabel does
not purchase such capital in whole or in part, or the Parties cannot agree on the terms
and conditions of the share transfer, PN may transfer his shares in whole or in part to
a third party(ies) on such terms and conditions which are not more favourable than
those proposed to Mabel.

The restriction set out in clause 13.4 shall not apply if the transfer of shares held by
either Party is made to an immediate family member, or to an entity that is majority
owned of at least 80% by the relevant Party. For the avoidance of doubt, such transfer
of shares as set out in this clause 13.5 must not be a partial transfer and as such must
be full transfer of the Party's shares and subject to consent of the other Party which

shall not be unreasonably withheld.

OBLIGATORY TRANSFER EVENT

The occurrence of any of the following events shall be deemed as an Obligatory
Transfer Event:

(a) _ if the Party is insolvent or unable to pay its debts within the meaning of the
insolvency legislation applicable to that Party and has stopped paying its
debts as they fall due.

(b) if step has been taken to initiate any process by or under which:

(i) _ the ability of the creditors of the Party to take any action to enforce
their debts is suspended, restricted or prevented;

(ii) some or all of the creditors of the Party accept, by agreement or in
pursuance of a court order, an amount of less than the sums owing
to them in satisfaction of those sums with a view to preventing the
dissolution of the Party;

(iii) a person is appointed to manage the affairs, business and assets of
the Party on behalf of the Party’s creditors; or

(iv) the holder of a charge over assets of the Party is appointed to control
the business and assets of the party.

(c) _ if'a process has been instituted that could lead to the Party being dissolved
and its assets being distributed among the Party’s creditors, shareholders or
other contributors.

(d) if there is a Change of Control of the Party, other than a permitted transfer
pursuant to this Agreement,

(e) if a Party, being claimed dead or disabled by an order of the competent
court, except for a transfer made pursuant to clause 13.5,

(f) if a Minority Shareholder decides to sell her shares in the JVC to an
unrelated third party.



Co oN DAH PF WN

NNN NY NY NY NNN S&B ee Be ee Be ee
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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 14 of 83

COUNT I
BREACH OF FIDUCIARY DUTY UNDER CALIFORNIA LAW

71. — Parkridge and Mak incorporate the allegations from the preceding paragraphs 1-76 as
if fully set forth herein.

78. As Director, Vice Chairman and CTO of Parkridge, Narra owed fiduciary duties of
good faith, care, and loyalty to Parkridge.

79. As a Director and CTO at Parkridge, Narra had a duty to use the amount of care
which an ordinarily careful and prudent person would use in similar circumstances, and to consider
all material information reasonably available.

80. As a Director and CTO at Parkridge, Narra had a duty of loyalty to place
Parkridge’s interests above any interest he possessed that was not shared by Parkridge generally.

81. As a Director and CTO of Parkridge, Narra had a duty of good faith not to
intentionally fail to act where he has a known duty to act.

82. Narra controlied and was founder and CEO of Indyzen, which entered into an
Agreement with Parkridge on January 5, 2015, to build the Morfit App. As a result, Narra hada
competing interest in, and failed to act in an independent manner for the benefit of Parkridge with
respect to, the Agreement between Indyzen and Parkridge.

83. Also, because at least 80% of Parkridge’s total share capital was required to consent
to commencing litigation, and Narra’s voting power would ostensibly equal 30%, any proposal by
the other directors (as nominated by Mak) to commence litigation against Narra and Indyzen would
have been futile.

84. Narra proposed, led negotiations, and facilitated the Agreement between Parkridge

and Indyzen, convincing Dobson that such proposals and negotiations were favorable to Parkridge.

STATEMENT OF CLAIMS 12



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 74 of 83

This Agreement shall be deemed to supersede any prior or collateral undertakings. warrar|
Agreements. whether oral or written

45, NOTICES

ties or

All notices and other communications required or permitted under this Agreement shall be in writing and
given by: (1) hand delivery; (2) registered or certified mail. return receipt requested: or (3) reputable

overnight courier, to:

If to Company:
Indyzeninc- 2033 Gateway Place, Suite 500, San Jose. CA 95110

If to Customer:
Parkridge Limited - The Landmark 1§ Queen's Rd Central 8/F Gloucester Tower, Central Hong
China

or to such other address as any party may designate by notice complying with the terms
Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal deli
overnight courier, and (b) on the date upon which the return receipt is signed or delivery is refuse’
notice is designated by the posta! authorities as not deliverable. as the case may be. if mailed

16, NON-ASSIGNMENT

Company may not assign its rights or obligations hereurider without the prior written con:
Customer. Customer may not assign its rights and obligations hereunder without the con
Company

17. HEADINGS

The headings in this Agreement have been inserted for convenience only, and are not to afi
interpretation of this Agreement

418, SEVERABILITY

If any provision of this Agreement is heid invalid under an applicable statute or rule of law. such ir
shall not affect other provisions of this Agreement, which can be given effect without the
provisions, and to this end the provisions of this Agreement are declared to be se
Notwithstanding the above. such invalid provision shall be construed. to the extent poss|
accordance with the original intent of the Parties

419. EMPLOYEES AND CONTRACTORS

During the term of this Agreement. and for a period of five years following the termination
Agreement. Customer may not directly or indirectly solicit. contract or hire Company's emplo

Kong.

of this
ery OF
or the

ent of
ent of

ect the

validity
invalid
erable
ble. in

‘of this
ees of

independent contractors for the purpose of having them perform work for Customer similar to the services

being performed by Company for Custemer, unless mutually agreed otherwise in writing

20. NON-WAIVER

Failure by either Party to enforce any term of this Agreement shall not be deemed a waiver of

enforcement of that term or any other term

21. SUCCESSORS AND ASSIGNS

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective

Page 7 of 16 cA:



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 56 of 83

21.2, If any provision in the constitutional documents of the JVC conflicts with any
provision of this Agreement, this Agreement shall prevail.

21.3. The Parties shall, when necessary, exercise their powers of voting and any other
rights and powers they have to amend, waive or suspend a conflicting provision in the
constitutional documents to the extent necessary to permit the JVC and its business to
be administered as set out in this Agreement.

22, CONFIDENTIALITY

22.1, In this clause, Confidential Information means any information which:

(a) either Party may have or acquire (whether before or after the date of this
Agreement) in relation to the customers, suppliers, business, assets or affairs
of the JVC;

(b) either Party may have or acquire (whether before or after the date of this
Agreement) in relation to the customers, suppliers, business, assets or affairs
of the other Party as a consequence of the negotiations relating to this
Agreement or any other Agreement or document referred to in this
Agreement or the performance of this Agreement or any other agreement or
document referred to in this Agreement; or

(c) _ relates to the contents of this Agreement (or any agreement or arrangement
entered into pursuant to this Agreement).

22,2, Information is not Confidential Information if:

(a) _ it is or becomes public knowledge other than as a direct or indirect result of
the information being disclosed in breach of this Agreement;

(b) either Party can establish to the reasonable satisfaction of the other Party
that it found out the information from a source not connected with the other
Party and that the source is not under any obligation of confidence in
respect of the information;

(c) _ either Party can establish to the reasonable satisfaction of the other Party
that the information was known to the first Party before the date of this
Agreement and that it was not under any obligation of confidence in respect
of the information; or

(d) the Parties agree in writing that it is not confidential,
22,3. Each Party shall at all times use all reasonable endeavours to keep confidential (and
to ensure that its employees, agents, and the JVC shall keep confidential) any

Confidential Information and shall not use or disclose any Confidential Information
except:

(a) to a party’s professional advisers where such disclosure is for a purpose
related to the operation of this Agreement;

27



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 54 of 83

19.4,

19.6,

agreements entered into by the JVC so far as the JVC may be entitled to
transfer the same,

(e) The purchasing Party shall be entitled to offset against payment the amount
of any debt owing to it by the JVC at the time when payment is to be made
(if any). For the avoidance of doubt, it is hereby agreed that the purchasing
Party shall only pay for that part of the JVC which it does not own, save
where it shall receive an equivalent amount from the Committee
representing the purchasing Party's interest in the JVC.

(f)_ If no offer to purchase is made or if the purchasing Party shall duly
withdraw its acceptance, the Committee shall proceed to dispose of the
Assets and Business of the JVC to complete the dissolution of the JVC in
accordance with the laws of Hong Kong.

(g) fa third party buyer is found, the Parties shall have the right of first refusal
on the same terms and conditions as agreed with the potential buyer.

The Committee shall notify the relevant authorities of the date on which the decision
of the General Meeting of Shareholders to dissolve the JVC was adopted. The
Committee shall have a maximum period as prescribed by the laws of Hong Kong but
may, with the approval of the relevant authorities, extend such period within which to
complete its work,

(a) At the expiration of the period of time (as may be extended) provided for in
this clause 19.4, the Committee shall cease its activity. Any dispute between
the Parties shall be handled in accordance with the laws of Hong Kong,

(b) At the conclusion of its work, the Committee or the Parties shall make a
liquidation report to the General Meeting of Shareholders who shall then
submit it, to the relevant authorities in accordance with the laws of Hong
Kong.

(c) Upon approval of the liquidation report, the relevant authorities shall
proceed to delete the JVC from the business registration records.
Thereupon, the Parties shall return the original certificate of incorporation
of the JVC to the relevant authorities.

Termination of operation of the JVC shall be without prejudice to any rights and
liabilities which have accrued under this Agreement including without limitation the
right of any Party to damages (excluding indirect damages such as, but not limited to,
loss of anticipated profits, business opportunities, corporate reputation) in respect of
any default of the other Party with respect to wrongful termination or any other
matter whatsoever, Further, any termination of operation of the JVC shall be without
prejudice to any provisions expressly or impliedly intended by the Parties to survive
such termination of operation.

Where the JVC is to be dissolved and its assets distributed, subject to the Articles of
Association, the Parties shall agree a suitable basis for dealing with the interests and
assets of the JVC and shal! endeavour to ensure that:

25


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 60 of 83

29.2, The right of the Parties to terminate, rescind or agree any amendment, variation,
waiver or settlement under this Agreement is not subject to the consent of any person
that is not a party to this Agreement.

30. NOTICE

30.1, A notice given under this Agreement:
(a) _ shall be in writing in the English language;

(b) shall be sent for the attention of the person, and to the address, or fax
number, given below (or such other address, fax number or person as the
relevant party may notify to the other party); and

(c) shall be:
(i) delivered personally;
(ii) delivered by commercial courier;
(iii) sent by fax;
(iv) sent by pre-paid first-class post, recorded delivery; or

(v) (if the notice is to be served outside the country from which it is
sent) sent by reputable international overnight courier,

30.2. The addresses for service of notice are:

(a) Ms. Mabel Mak

Address : LIA Bo Shek Mansion Block [.
328 Sha Tsui Road,
Tsuen Wan,
Hong Kong.

Fax number : (+848) 3943 5909

(b) Mr, Parasurama Naidu Narra

Address : 19-9-11/2, Lakshmi Puram,
Tiruchanoor Road,
‘Tirupati, A.P - 517501,
India,

Fax number : +]-408-549-9883

30.3. Ifa notice has been properly sent or delivered in accordance with the above, it will be
deemed to have been received as follows:

(a) if delivered personally, at the time of delivery;

(b) if delivered by commercial courier, at the time of signature of the courier’s
delivery receipt;

(c) _ in the case of fax, at the time of transmission;



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 64 of 83

Schedule 2
Reserved Matters

1, Issuing shares, debentures, convertible notes, options or other equity or debt securities
of the JVC; adopting, implementing or varying any stock option plans for directors,

employees or consultants; or changing the rights of the shares,

2. Entering into an arrangement to sell, share or license Core Intellectual Property or a
significant part of the Core Intellectual Property belonging to the JVC.

3. Permitting the registration of any person as a member of the JVC other than the
Parties in relation to their initial investment and any of their transferees in accordance
with the terms of this Agreement.

4, Altering the name of the JVC and any constitutional documents of the JVC including
the Articles of Association or the rights attaching to any of the shares in the JVC,

5. Adopting or amending the Business Plan for each Financial Year.

6. Changing the nature of the JVC's Business or the commencement of any new
business by the JVC which is not ancillary or incidental to the Business.

7. Making any acquisition or disposal by the JVC of any material asset(s) otherwise than
in the ordinary course of business.

8. Creating or granting any Encumbrance over the whole or any part of the Business,
undertaking or assets of the JVC or over any shares in the JVC or agreeing to do so.

9. Commencing any proceedings for the dissolution, winding up, liquidation or
reorganization of the JVC.

10. Borrowing, or otherwise incurring any material indebtedness.

11, Commencing, defending or compromising any material litigation or a similar
procedure.

12, Entering into an arrangement or incurring a liability which is not on an arm’s length
basis.

13. Appointing or removing the chief executive officer and the chief technical officer, the
chief financial officer and the chief operating officer (or the functional equivalent of
such positions); approving the remuneration packages of such executives and
subsequent variations to the remuneration packages in excess of budgeted amounts.

14, Recommending or declaring an interim or a final dividend,

35


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 52 of 83

18.10. The Expert shall act as an expert and not as an arbitrator. The Expert's written
decision on the matters referred to him shall be final and binding in the absence of
manifest error or fraud.

18.11, Each Party shall bear its own costs in relation to the reference to the Expert, The
Expert's fees and any costs properly incurred by him in arriving at his determination
(including any fees and costs of any advisers appointed by the Expert) shall be borne
by the Parties equally or in such other proportions as the Expert shall direct.

19, TERMINATION AND LIQUIDATION

19.1. Except for the provisions which clause 19.2 states shall continue in full force after
termination, any Party may give notice to the other Party of its intention to require
this Agreement to be terminated on the occurrence of any of the following:

(a) _ the mutual agreement of the Parties;

(b) if a Party commits a material, voluntary, or persistent breach of this
Agreement which if capable of remedy has not been so remedied within 30
Business Days of the other Party requiring in writing such remedy;

(c) the General Meeting of Shareholders is deadlocked on any Reserved
Matters requiring their approval and the deadlock cannot be resolved within
120 Business Days from the date the relevant decision is voted on; or

(d) when a resolution is passed by the Shareholders or creditors, or an order is
made by a court or other competent body or person instituting a process that
will lead to the JVC being dissolved and its assets being distributed among
the JVC's creditors, Shareholders or other contributors,

19.2, The following provisions of this Agreement remain in full force after termination:

(a) Clause | (interpretation);

(b) Clause 8 (restrictions on the parties);

(c) Clause 19 (termination and liquidation);

(d) Clause 21 (status of agreement)

(e) Clause 22 (confidentiality);

() Clause 23 (warranty)

(g) Clause 24 (whole agreement);

(h) Clause 26 (variation and waiver);

(i) Clause 27 (costs);

G) Clause 30 (notice);

(k) Clause 31 (language);

(I) Clause 32 (severance); and

22

pr

ae


ony nw Fs wWwN

1
12
13
14
15
16
17
18
19
20
2
22
23
24
25
26
27
28

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 24 of 83

161. Plaintiff Parkridge also requests relief in the form of enjoining Indyzen from
distributing the Morfit App and/or Parkridge’s wrongfully withheld deliverables to third parties.

COUNT V
UNJUST ENRICHMENT (IN THE ALTERNATIVE)

162. Parkridge and Mak incorporate the allegations from the preceding paragraphs 1-161
as if fully set forth herein.

163. By virtue of receipt of payments from Parkridge and through Indyzen’s failure to
deliver the Morfit App on time with functions that meet the Agreement’s functional specifications,
Indyzen is therefore liable to Parkridge for unjust enrichment.

164. Plaintiff Parkridge seeks restitution from Indyzen and an order from this Court
disgorging all payments, transfers and other things of value obtained by Indyzen as a result of its
wrongful conduct.

165, By virtue of the above, Indyzen is liable to reimburse Parkridge for the amount of

payments, transfers and other things of value it received in connection to the Agreement.

COUNT VI
FRAUDULENT MISREPRESENTATIONS

166. Parkridge and Mak incorporate the allegations from the preceding paragraphs 1-165
as if fully set forth herein.

167. Narra, on behalf of Indyzen, knowingly and intentionally misrepresented Indyzen’s
skills, qualifications and pricing in an effort to induce Parkridge to execute the Agreement. These
misrepresentations were made on or about January 5, 2015, and are contained in the Agreement.

168. In order to induce Parkridge into executing the Agreement with Indyzen and to

create the illusion that Indyzen was offering Parkridge a special discount, Narra misrepresented that

STATEMENT OF CLAIMS 22



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 42 of 83

8.2,

8.3.

8.4,

8.5.

8.6.

(a) any time when the Party in question is a Shareholder; and

(b) for a period of two years after the Party in question ceases to be a
Shareholder.

Neither Party may, during the times specified below, deal with or seek the custom of
any person that is, or was within the previous twelve months, a client or customer of
the JVC or, where the party is no longer a Shareholder, any person that was a client
or customer of the JVC at any time during the period of twelve months immediately
preceding the Party in question ceasing to be a Shareholder, The times during which
these restrictions apply are:

(a) any time when the Party in question is a Shareholder; and

(b) for a period of two years after the party in question ceases to be a
Shareholder.

Neither Party may, during the times specified below, offer employment to, enter into
a contract for the services of, or attempt to solicit or seek to entice away from the
JVC any individual who is, at the time of the offer or attempt a director, officer or
employee holding an executive or managerial position with the JVC, or procure or
facilitate the making of any such offer or attempt by any other person, The times
during which these restrictions apply are:

(a) _ any time when the party in question is a Shareholder; and

(b) for a period of two years after the Party in question ceases to be a
Shareholder.

Neither Party may, during the times specified below, solicit or endeavour to entice
away from the JVC any supplier who supplies, or has supplied within the previous
twelve months, goods AND/OR services to the JVC or, where the party is no longer a
Shareholder, any supplier who has supplied goods AND/OR services to the JVC at
any time during the period of twelve months immediately preceding the Party in
question ceasing to be a Shareholder if that solicitation or enticement causes or would
cause such supplier to cease supplying, or materially reduce its supply of, those goods
AND/OR services to the JVC. The times during which these restrictions apply are:

(a) any time when the party in question is a Shareholder; and
(b) for a period of two years after the party in question ceases to be a
Shareholder.

The undertakings in this clause are given by each Party to the other and apply to
actions carried out by each Party in any capacity and whether directly or indirectly,
on the Party's own behalf, on behalf of any other person or jointly with any other
person.

Nothing in this clause prevents a Party:



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 73 of 83

circumstances will damages assessed against Company exceed the license fee (exch
Company's costs and expenses) actually paid to the Company in the most recent two ¢}
months for the specific SCHEDULE OF THE AGREEMENT out of which potential di

sive of
plendar
mages

arose. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DIRECT. INDJRECT

SPECIAL. COLLATERAL EXEMPLARY. PUNITIVE, INCIDENTAL, OR CONSEQU!
DAMAGES (INCLUDING, BUT NOT LIMITED TO AND WITHOUT LIMITATION. LG
GOODWILL LOSS OF REPUTATION, LOSS OF PROFITS OR REVENUES. LO;
SAVINGS LOSS OF USE, INTERRUPTION OF BUSINESS. AND CLA

CUSTOMERS. OR RELATED OR UNRELATED THIRD PARTIES). WHETHER
DAMAGES OCCUR PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RES

TORTIOUS CONDUCT OR BREACH OF ANY OF THE PROVISIONS OF
AGREEMENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBIL|
SUCH DAMAGES.

(c) Third Party Claims: Company shail not be liable for claims made against the Custome
Company arising out of Customer's and Customer's users'use, inability-to-use. posse:
ownership of The Software, Materials and/or Systems Documentation and Customer!
indemnifies and holds the Company harmless from and against any and all claims. fi
regulatory fees. of every nature or type that may be brought or asserted by any otha
unless that such claims are a result of the Company infringing other people's inte
property rights

410, RELEVANT GOVERNING LAW

In interpreting the terms of this Agreement. the parties agree that the laws of the State of Califorr}
be applicable All suits permitted to be brought in any court shall be venued in Santa Clara Count

of Califorma

41, SETTLEMENT OF DISPUTES

Customer shall provide Company. detailed information regarding any dispute and shall a
cooperate with Company in investigating of disputed matters Except for any dispute arising
payments due to Company. any dispute or disagreement arising between the Company

Customer which is not resolved to the mutual satisfaction of the Company and the Customer withi
(15) Business Days (or such longer period as may be mutually agreed upon) from the date tha
Party gives written notice that such dispute or disagreement exists shall be referred to arbitration

ENTIAL
ISS OF
S OF
IS OF
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ror the
sion or
hereby
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r party
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a shall
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ree to
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t either
In San

Jose, CA before one arbitrator in accordance with the Commercial Arbitration Rules (the "Arbitration

Rules") of the American Arbitration Association (the “AAA"), in effect on the date that such writer
is given Customer waives any and all rights it may have to a jury trial in connection with any proc
concerning this agreement.

12, ATTORNEYS'FEES
Should any litigation or arbitration (collectively “Proceeding”) commence between the parties

arising out of this Agreement or the rights and duties of either thereto. whether it be an ac}
damages. tort, equitable or declaratory relief. the prevailing party in such Proceeding will be enti

notice
edings

hereto
ion for
led. as

an element of such party's costs of suit in addition to other relief as may be granted by the cpurt, to

reasonable sums for attorneys'fees in the discretion of the court or arbitrator, and such prevailiny
may recover such attorneys fees in a separate action brought for that purpose

13. PARTIES TO ACT REASONABLY

The parties agree to act reasonably in exercising any discretion, Judgment, approval or extension)
which may be required to effect the purpose and intent of this Agreement.

Page 6 of 16 he

14, PREVIOUS AGREEMENT

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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 5 of 83

3. Upon information and belief, Defendant Indyzen, Inc. (“Indyzen”) is a company
organized and existing under the laws of the State of California, with its principal place of business
at 2033 Gateway Place, San Jose, California 95110, United States of America.

4. Upon information and belief, Defendant Praveen Narra Kumar (“Narra”) is an
individual who resides at 2107 Ashley Ridge Court, San Jose, California 95138, United States of
America.

JURISDICTION AND VENUE

5. The arbitrator is to rule as to the scope of arbitrable claims, and Parkridge et ai.
explicitly reserve all rights to take up and adjudicate any non-arbitrable claims in Federal Court
after the stay is lifted.

6. Venue is proper in San Jose, California and before the American Arbitration
Association as Defendant Praveen Narra Kumar resides in this District, and Defendant Indyzen
resides in and is do business there, and agree to jurisdiction therein via an arbitration agreement.

FACTUAL BACKGROUND
Formation of Parkridge

7. Around 2013, Randy Dobson (“Dobson”) began working on developing an online
personal training platform that would connect personal trainers with clients by utilizing a
personality matching system, which was later known as Morfit (the “Morfit App”).

8. In 2013, while at a ‘Business Mastery Event’ hosted by Tony Robbins, Dobson
shared the idea for the Morfit App with Tony Robbins and a small group of business individuals,
including Narra.

9. Subsequently, Dobson discussed the Morfit App idea at length with Narra.

10. Dobson also communicated to Narra, and Narra understood, that Dobson had no

technical expertise.

STATEMENT OF CLAIMS 3



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 76 of 83

Schedule A

Customer:Parkridge Limited
Company:indyzeninc

Description of Services:
Company shall provide services to Customer in two phases. Phase 1 and Phase 2 as described bq
Phase 4:

In Phase 1, Company shall develop Social Networking Software (from now on, called Morfit) usir|
source platform ELGG. The deliverables will include the following:

Software will be developed for 3 different platforms: Web. 10S. and Android platforms.

Company shall create two different graphical user interfaces. one for Web, and another for
Android Mobile Apps. Company shail create mockup designs. and consult with the client and g
approval before moving on to the development of the platform

The main features will include the following

» User Registration - Users will be able to register into the platform by providing their First]
Last Name, Email Address and 2 Password

low.

Ig open

S and
4 client

Name

« Facebook Login - Users will be able to register / lagin to Morfit website or mobile app usihg their
existing Facebook account.

* Profile Information - If a user signs in using Facebook, the fellowing information, if publicly
posted. will be collected and filled into Morfit . First Name, Last Name. Email Addr@ss and
Profile picture (if available).

«User Profile: User will be able to create his profile by adding additional information into hig profile
including: User's interests, gender, About Me, Facebook URL Twitter URL, Website, etc.

e User will be able to Edit Profile information or change his profile picture if necessary.

* Profile Page. User will be able to create his profile page with his profile information. and be able
to upload a cover phate to his user profile page

+ Profile page shall show how many other Users are following him/her and how many Friends

he/she have. and how many people he/she is following. Users will be able to click on thege links.

and see whe are the other users following / followed by this user
«User's Wall - Users will is a screen where all posts created by a user are displayed depen
the privacy set by the user.
User will be able to post on to his wall text. picture(s) and videos (up to 1 video per post)
User will be able to set privacy to his posts. The different privacy options available are’
Private - Posts are visible only to himselffherself
Friends - Posts are visible to the user's Friends on Morfit
Public - Posts are visible to everyone
Users will be able to click on a thumbs up icon to specify that they "Like" a post. picture or
Users will be able to comment on a post, picture or video
Users will be able to share a post of another user on their own wall (if they can see that po
Users will be able to upload multiple pictures into a single post.
Users will be able to tap on a picture to see it in full screen
Users will be able to double tap on the picture to zoom it
Users will be able to use a pinch gesture on a picture to zoom in and zoom out.

ee eee eee eo eee

Pave 9 ol 16 aA

ling on

‘ideo.

User will be able to upload a video of up to 100 megabytes (depending on user's Interney j



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 75 of 83

successors and assigns.
22, CURRENCY OF CONTRACT

All payments and amounts referred to in this Agreement shall be in United States of America currency
USD.

23. ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding of the parties with respect} to the
subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals,
understandings, whether orally or in writing, between the parties related to the subject matter|of this
Agreement. This Agreement may be changed, modified or amended only in a written agreement that is
duly executed by authorized representatives of the parties. If any provision(s) hereof is deemed to be
illegal or unenforceable by a court of competent jurisdiction, the enforceability and effectiveness of the
remainder of the Agreement shall not be affected and this Agreement shall be enforceable without
reference to the unenforceable provision. No party's waiver of any breach or accommodation to the other
party shall be deemed to be a waiver of any subsequent breach, or in any way to affect the validity of this
Agreement.

IN WITNESS WHEREOF, each_party to this agreement has caused it to be executed on tHe date
indicated above.

dndyzen daw

Name: La Lent. jh, hea Name: Pr OAVve2 4) KAY Ke
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Title: GZ EQ Title _CEYV

Page 8 of 16



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 78 of 83

Regular Development Fee for the above team of personnel is $60 per person per hour. However.
discounted service fee offered to Customer is US$45 per person per hour (Forty Five USD per
person per hour) Customer shali be invoiced in advance, usually every two weeks. Cystomer
shall pay 50% of this Discounted Fee within 14 Business Days of invoice, and 50% of this fee will
be provided by the Company to Customer as a loan with terms as sel out below and descfibed in
Schedule C. Overtime hours, if any. shall be billed at 50% above the discounted service fee
However, Customer shail have the right to unauthorize overtime hours in advance

« The Parties agree that any fee incurred in relation to the Services under Phase 2 shall be Fapped
at $200,000 per month unless agreed otherwise by the Parties in writing For the avoidance of
doubt. this $200,000 shall be accounted as follows

$100,000 per month to be paid by the Customer by way of cash: and
$100,000 shail be treated as a loan made by Indyzeninc (at a simple interest rate |of 10%
as set out in Schedule C).

Any changes to the capped fee of $200,000 must be agreed between the Parties with al Ibast 30
Business Days notification from intended date of change

Cusiomer may request additional services from Company Cost for such additional services shail
be as follows for each personnel

USA Based Resource. $120/nr ta $150/hr
Global Offshore Resource’ $45/hr to $60/hr
Praveen Narra $500 to $1 000/hr (Not charged uniess previously agreed in writing)

Company is responsible to provide the following for each personnel at no additional cost

Office Space

Salary and Benefits

Internet connection

Laptop or Desktop Computer

PHP. MySQL. Cocoa, XCode, Java. of Android Studio
Snacks & Beverages

Customer shall be responsible for all travel costs and charges. including, without lintitation.
airfare, accommodation. transportation, food & beverage. shipping charges. hardware. additional
devices and any other material charges. However. such charges must be pre-authorized by
Customer

Methodology:

Developers shall utilize the Agile (SCRUM) methodology to develop software Customer shall
have freedom to make changes to the requirements. change priorities of features / tasks with
understanding that customer and company will co-operate in good faith to estimate such features
/ tasks Customer shall have 14 Business Days for acceptance testing of the deliverables after
each sprint according to the Software Development and License Agreement.

2 week sprints unless otherwise agreed differently
Desired functionality as described by Customer or Customer's Authorized Agent(s

Page tt of 16



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 35 of 83

(b) by virtue of any powers conferred by the constitutional or corporate
documents, or any other document, regulating that or any other body
corporate,

and a Change of Control occurs if a person who controls any body corporate ceases
to do so or if another person acquires control of it.

Core Intellectual Property: means all patents, patent applications, registered
designs and applications thereof, copyright material, computer software, technical
information, inventions, trademarks, trade secrets, and all applications and
registrations thereof that relate to the fundamental essence of the Product or Business,
which are set forth in Schedule 1.

Directors: directors from time to time of the JVC.

Encumbrance: includes any mortgage, charge, pledge, lien, hypothecation,
guarantee, trust, right of set-off or other third party right or interest including any
assignment by way of security, reservation of title or other security interest of any
kind, howsoever created or arising, or any other agreement or arran gement (including
a sale and repurchase agreement) having similar effect.

Expert: a person appointed in accordance with clause 18 to resolve a matter under
this Agreement,

Fair Value; the value of shares determined in accordance with clause 14,

Financial Year: in relation to the JVC, means a financial accounting period of 12
months ending on the date given in clause 4.7,

IVC: Parkridge Limited, a company established under the laws of Hong Kong with
certificate of incorporation no. 1956916 issued by the Registrar of Companies of

Hong Kong Special Ad

trative Region on 23 August 2013.

Minority Shareholders: Shareholders, individually or collectively holding less than
five percent of the shares in the JVC.

Notice of Obligatory Transfer Event: has the meaning given in clause 14.2.

Obligatory Transfer Event: in relation to a Party, any event specified in clause 14.1
that happens to that Party.

Praveen Narra Kumar: Mr. Praveen Narra Kumar, an individual with passport no.
Z1418789 issued by Consular, Passport and Visa Division, Ministry of External
Affairs, Government of India with a residential address at 2107 Ashley Ridge Ct, San
Jose, CA 95138, United States of America,

Product: a piece of social media networking software to be developed by the JVC for
the purposes of its Business.

Product Development Period: means the period commencing | January 2015 until
the termination of this Agreement.

Reserved Matters: matters requiring the written approval of all Shareholders as set
out in Schedule 2.

dx


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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 21 of 83

possible value for the Morfit App, despite knowing, as someone with Narra’s technical skills,
knowledge, and experience would know, that the Morfit app could be built at a lower price.

136. Narra further breached his duties by engaging in self-dealing by representing to
Parkridge, which he was obligated as its CTO to serve, that Indyzen would make the Morfit App
operational in time for Parkridge’s planned launch, when he either knew Indyzen could not do so or
had no reasonable basis for believing Indyzen could do so.

137, Additionally, Narra breached his duties by designing the Agreement to benefit
himself and his company, and not in a genuine effort to advance the welfare of Parkridge.

138. Furthermore, Narra breached his duties by acting in bad faith and failing in his duty,
as Parkridge’s CTO, to make a reasonable inquiry about other entities, aside from his own, that
could successfully build the Morfit App at a lower price.

139, Narra also breached his duties by neglecting to require Indyzen to provide Parkridge
with presentations during Phase I and Phase II development, which would have been in Parkridge’s
best interests.

140. Narra breached his duties by acting in bad faith and failing in his duty, as Parkridge’s
CTO, to advise Dobson to perform acceptance testing during Phase I and Phase II of the Morfit App
development, which would have been in Parkridge’s best interests.

141. Narra also breached his duties by acting against Parkridge’s best interests by
representing to Dobson that the Morfit App met the Agreement’s specifications in order to induce
Dobson to give quality and acceptance approval.

142. Narra breached his duty to declare his material interests in a transaction, arrangement
or contract and/or proposed transaction, arrangement or contract when he failed to declare to
Parkridge directors that he had a material interest in Parkridge’s Agreement with Indyzen, and that

he would benefit directly from such Agreement.

STATEMENT OF CLAIMS 19



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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 27 of 83

184, By virtue of the fiduciary relationship that existed between Parkridge and Narra, and
the fact that Narra had superior expertise and knowledge about the development of the Morfit App,
that Narra planned the Agreement between Parkridge and Indyzen, and assisted in organizing the
deal, and the relationship of trust and confidence that existed between Parkridge and Narra, and that
Narra knew Parkridge was acting upon his guidance, Narra had an obligation to disclose to
Parkridge all material information and all matters necessary to make his representations not
misleading regarding the Agreement.

185. Beginning on or about January 1, 2015, and January 5, 2015, Narra had.
communications with Parkridge conceming contracting with Indyzen for the Morfit App
development. Narra nevertheless failed to disclose material information to Parkridge about the deal
and also failed to disclose matters necessary to make other representations he had made not
misleading.

186. Narra concealed that $120,000 was not a discount price for Phase I development of
the Morfit App.

187. Narra also concealed that an application similar to Parkridge’s could be developed at
a lower price than the one offered by Indyzen.

188. Narra concealed that Indyzen did not have the skills, resources and know-how to
build the Morfit App in line with Parkridge’s time constraints and/or functional specifications.

189. Narra further concealed that Indyzen was not the best possible value for software
development services.

190. Additionally, Narra concealed that he did not have a good faith basis for advising
Parkridge to contract with Indyzen for development of the Morfit App.

191. At the time that Narra concealed and/or failed to disclose the above-described facts

to Parkridge, he knew that the facts existed and deliberately concealed them from Parkridge.

STATEMENT OF CLAIMS 25



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YN YN bw N _ —
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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 23 of 83

COUNT IV
BREACH OF CONTRACT, INCLUDING BREACH
OF THE COVENANT OF GOOD FAITH AND FAIR DEALING

151. Parkridge and Mak incorporate the allegations from the preceding paragraphs 1-150
as if fully set forth herein.

152. The parties negotiated and signed a contract for the development of the Morfit App
in 2015.

153. The Agreement, entered into between Parkridge and Indyzen on January 5, 2015,
was and is a binding and enforceable agreement, supported by mutual assent and consideration,

154.  Parkridge performed and continues to perform all of its obligations under the
Agreement, except as performance thereof has been excused by the acts, conduct and/or omissions
of Indyzen.

155. Indyzen breached the Agreement by failing to meet the functional specifications set
in the Agreement.

156. Indyzen further breached the Agreement by failing to provide the Morfit App in time
for Parkridge’s launch.

157. _Indyzen also breached the Agreement by withholding delivery of the Morfit App
despite having been paid by Parkridge.

158. These actions by Indyzen constitute a breach of the duty of good faith.

159. Parkridge has been substantially damaged as a result of these breaches because
Parkridge experienced damages for the delay in the released app and lost opportunity.

160. Accordingly, Plaintiff Parkridge is entitled to recover damages from Indyzen in an

amount to be determined at trial, and is entitled to reasonable sums for attorneys’ fees in the

discretion of the Court.

STATEMENT OF CLAIMS 21



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 36 of 83

Robin: Ms. Robin Starbuck Farmanfamaian, an individual with passport no.
058264790 issued by Department of State of the United States of America with a
residential address at 360 Forest Ave Apt $06, Palo Alto, CA 94301 United States of
America,

Shareholders: the holders of the shares in the JVC.

1.2. Clause, schedule and paragraph headings do not affect the interpretation of this
Agreement,

13. A reference to a clause or a schedule is a reference to a clause of, or a schedule to,
this Agreement. A reference to a paragraph is to a paragraph of the relevant schedule,

1.4. A_ person includes an individual, a corporation, partnership, limited liability
company, association, trust, unincorporated organization, or other legal entity or
organization, or a government body.

1,5. Unless the context otherwise requires, words in the singular include the plural and in
the plural include the singular.

1.6. Unless the context otherwise requires, a reference to one gender includes a reference
to the other genders.

“7 All warranties, representations, agreements and obligations expressed to be given or
entered into by more than one person are given or entered into jointly and severally
by the persons making the warranties and representations or entering into the
agreements or obligations.

1.8, A reference to a law is a reference to it as it is in force from time to time taking
account of any amendient, extension, application or re-enactment and, includes any
subordinate legislation for the time being in force made under it, provided that, as
between the parties, no such amendment, extension, application or re-enactment shall
apply for the purposes of this Agreement to the extent that it would impose any new
or extended obligation, liability or restriction on, or otherwise adversely affect the
rights of, any Party,

1.9, Writing or written includes faxes but no other electronic form.

1.10, Documents in agreed form are documents in the form agreed by the parties and
initialled by them or on their behalf for identification.

1.11. A reference in this Agreement to a document is a reference to the document whether
in paper or electronic form.

1,12. Where the words include(s), including or in particular are used in this Agreement,
they’are deemed to have the words "without limitation" following them and where the

zi



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10

12
13
14
15
16
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18
19
20
21
22
23
24
25
26
27
28

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 18 of 83

112. Given this relationship, Indyzen knew or should have known of Narra’s service as
Parkridge’s CTO and director in 2015 and 2016 and that Narra had the fiduciary duties alleged
above.

113. Given this relationship, Indyzen knew or should have known Narra was interested in,
and/or lacked independence with respect to Parkridge.

114. Given this relationship, Indyzen knew or should have known that Narra hada
fiduciary duty to represent the interests of Parkridge to the exclusion of other interests, and that
Narra separately had duties to Parkridge that were different from and inconsistent with Narra’s
duties to Indyzen.

115,  Indyzen knew or should have known that Narra had an interest in obtaining the
highest Agreement price possible, and that this interest was inconsistent with Parkridge’s interest.

116. Indyzen knowingly exploited these conflicts of interest and substantially participated
in the breaches of fiduciary duty.

117. Indyzen participated in Narra’s breaches by proposing terms for the Agreement,
despite knowing it could not successfully meet those terms, or by negligently or recklessly
representing that it could successfully meet those terms.

118. Indyzen also participated in Narra’s breaches by concealing its lack of qualifications
and inability to meet the functional specifications and deadlines set by the Agreement and discussed
by the parties.

119. Indyzen further participated in Narra’s breaches by proposing an inflated Agreement
price that was detrimental to the interests of Parkridge.

120. Furthermore, Indyzen participated in Narra’s breaches by continuing its routine
operations, which constituted substantial participation in Narra’s breaches of fiduciary duties and

acted to further Narra’s breaches.

STATEMENT OF CLAIMS 16



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 77 of 83

Price:

Bandwidth) Allowed video formats are mp4 are mov

User will be able to like a video. comment on a video or share a video on his wall.

User will be able to play, pause and stop a video.

News Feed: News Feed is a screen where posts created by the user and his frends (ba
privacy settings) will be visible

User will be able to like. comment on or share posts on his/her News feed

User will be able to scroll his News Feed page to load more posts (if available)
Notifications If another user likes or comments on a user's post. user shall receive a not
The notifications may be visible within the app end/or outside the app. if the app is
depending on user's phone preferences

{f there are unread notifications. user shall see @ red “bubble” with a number inside thal
the number of unread notifications.

User will be able to tap on a notification to go to the corresponding post.

Chat User will be able to text chal with his friends The chat functionality will be provide;
XAMPP chal server

Messages: When a user misses a chat message. the message is shown in Messages scr@
Invitations: Users will be able to invite other friends to become their friends.

User will be able to see the names of other Morfit users and/or friends who are working ©
gym. if their privacy settings allow visibility

User will be able to provide search criteria te find a trainer based on their needs. and the|
criteria will include location. age & gender preference. expertise of the trainer. and will
consideration trainer's activity score on the platform

User will be able to rate other trainers on a scale of | to 5 stars

Software will be built using third party and/or open source software modules, and rest
time constraints and limitations of those third party modules will apply to this software

The total price for the abave services shall be US$429.000 (four hundred twenty thousend United

Dollars)

However, the parties agreed that the total price shall be discounted by USS300,00

hundred thousand United States Dollars). which shail be treated as an initial funding loan made|
Parasurama Naidu Narra to the Customer. As a result the total price payable by the Custore|
Company fer the above services shall be USS120.000 (one hundred and twenty thousand Unned

Dollars)

Phase 2:

Phase 2 of Company's services shall start effective May 16th. 2015 and are as described below

°

Company shall allocate a team of full-time personnel as listed below based in India to
software for the Customer Full-time personnel shail work for an average of 40 hours per

One Project Manager

Three Team Leaders

Five iOS Programmers

Five Android Programmers

Four Web Developers

Three Quality Assurance Engineers
Two Graphics Designers

One Business Analyst

Services described in Phase 2 of Schedule A shall renew automatically on a monthly ba
terminated by either party with a 30 day advanced written notice ms

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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 62 of 83

36. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes or claims arising out of or in connection with its
subject matter are governed by and construed in accordance with the laws of Hong
Kong, Any dispute, controversy, difference or claim arising out of or relating to this
Agreement, including the existence, validity, interpretation, performance, breach or
termination thereof or any dispute regarding non-contractual obligations arising out
of or relating to it shall be referred to and finally resolved by arbitration administered
by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC
Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three.
The arbitration proceedings shall be conducted in English.

This Agreement is duly executed in two original copies on the date stated at the beginning of
this Agreement.

Ms. Mabel Mak Mr, Parasurama Naidu Narra



RYN NY NY NHN NNN YB BY Be ee Se Be Se :
CIDA BON F CO wAN DH PF WH KH DUO ANANDA KF wWN

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 10 of 83

44. Acting as both CEO of Indyzen and CTO of Parkridge, Narra proposed, developed,
and negotiated the Agreement in the best interests of Indyzen, to the detriment of Parkridge.

45. Narra had previously promised to give a 50% discount to Parkridge on the labor rate
for the development of the Morfit App. However, it later turned out that Narra’s and Indyzen’s
“discount” rate was actually the standard rate for developers from that region.

46. On January 5, 2015, Parkridge executed the Software Development and Licensing
Agreement (“Agreement”) with Indyzen to develop the Morfit App. Exh. B.

47, _ Indyzen was to develop the Morfit App for Web, iOS and Android platforms, and the
Morfit App was to meet various functional specifications, listed in greater detail in Exh. B at 9 and
10.

48. Ultimately, the Morfit App, as described in the Agreement, was never delivered by
Indyzen.

49. During Phase I of development of the Morfit App, the total price for the above
services was to be $420,000, but was discounted by $300,000, so the total due for Phase I by
Parkridge was $120,000.

50. Parkridge paid Indyzen $40,000 for Phase I on January 21, 2015, and $80,000 on
May 19, 2015, for a total of $120,000.

51. Phase II began on May 16, 2015, and as promised by Narra, and pursuant to the
Agreement, Indyzen was to allocate a 24-person team of full-time personnel who would work an
average of at least 40 hours per week to develop the application.

52. Pursuant to “Schedule A” of the Agreement, Parkridge was to pay Indyzen any fees
incurred in relation to the services in Phase II on a monthly basis, with 50% being paid by Parkridge
within 14 business days of receiving an invoice, and 50% of the fee being treated as a loan made by

Indyzen to Parkridge. Exh. B.

STATEMENT OF CLAIMS 8



Case 4:16-cv-07387-KAW

27, Costs...
28. GOOD FAITH...
29. THIRD PARTY RIGHTS
30. Nomice
31. LANGUAGE.....
32, SEVERANCE.
33, FURTHER ASSURANCE,

34, COUNTERPARTS

35. AGREEMENT SURVIVES CLOSING ..

36. GOVERNING LAW AND JURISDICTION

Document 32-4 Filed 12/14/17 Page 33 of 83



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 69 of

Materials’means the Functional Specifications. the Software and the System Documentation

83

“The Software"means those software programs, web applications and mobile applications that have been
or to be developed by Company and delivered or licensed to Customer pursuant to the terms and

conditions of this Agreement

“CoreintellectualProperty ‘means all patents. patent applications, registered designs and applications

thereof. copyright material, computer software. technical information, inventions. trademarks
secrets. and all applications and registrations thereof that relate to the fundamental essence|
Product or Business. which are set forth in Schedule B

trade
of the

“Party’or "Parties'means either Company or Customer if used in the singular and both Company and

Customer if used in the plural
“Services” mean the services to be provided by the Company to the Customer as set out in Schedyk
“System Documentation’means all documents. wireframes. flowcharts printout specificatio}

specifications. test data and screen layouts which collectively contain a complete descripti
definition of all operating conditions of The Software.

le"A”.

is. file
nm and

“Users means Customer's clients or potential users who install. use, or otherwise interact with any of The

Software or Materials.

4. DEVELOPMENT OF FUNCTIONAL SPECIFICATIONS

(a) Company and Customer shall work together in preparation of the Software functional
specifications and acceptance test criteria as set out in Phase 1 of Schedule |'A”(the

‘Functional Specifications”)

(b) Customer shall have 14 Business Days to disapprove any of the Functional Specifications, or
to request specific clarifications. additions or modifications to the Functional Specifitations

Such disapproval or request shall be given in writing within the time period aforesaid]

and if

not so given. the Customer shall be deemed to have accepted the Functional Specificatjons.

(c) If the Functional Specifications are rejected in whole or in part by the Customer, dr

if the

Customer requests specific clarification. additions or modifications to the Functional
Specifications then Company and Customer shall cooperate in good faith to work t gether

and come up with a mutually agreeable Functional Specifications.

2. DEVELOPMENT OF THE SOFTWARE

la) Company shall code and debug The Software and develop the System Documentatioh, all in

accordance with the services and work described in Schedule A.

{b) The Software will be coded in technologies as considered appropriate by Company us) g such

techniques. standards and conventions as have been developed by Company If thar

eis a

conflict between such techniques, standards and conventions and the Furtctional

Specifications. the Functional Specifications will prevail

3. CHARGES FOR DEVELOPMENT OF THE SOFTWARE

(a) Charges. Schedule “A’shail establish the pricing methodology for the project and the manner
of payment of all such compensation and fees. Notwithstanding. it is acknowledged! by the

parties that any changes in services and/or features described in Schedule “A’shall ha
impact on the pricing and upon agreement as to changes the parties shall in good faith

Page 2 ob 10 che!

ve an
adjust



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 71 of 83

TERM AND TERMINATION

(a)

sD)

(c)

INTELLECTUAL PROPERTY

(a)

non-confermity is reported in writing as described above, Customer shall pay for tHe non-
conforming portions of the deliverables after they are modified to conform to the specifi¢ations
Due to the customized nature of the software, no refunds are allowed. and Custd¢mer is

responsible to pay full amount agreed for in Schedule A

The Acceptance Date shall be deemed to have occurred upon the earlier of expiratio
14 Business Days and that date upon which Customer provides written notice to Com
successful acceptance testing

Customer shall at its sole expense be responsible for providing all Hardware and peti
devices required to complete the acceptance testing procedures

of the
any of

pheral

Term. This Agreement shall be effective upon execution hereof by both parties arld shall

remain in full force in effect for a minimum contract period of 3 (three) years fr
Commencement Date. At the expiration of 3 years, this Agreement shall continue td

m the
renew

automatically for 1 year terms each unless either party gives a 30 Business Days prior written

notice of termination to the other party

Termination of this Agreement The Company may terminate this Agreement, with or

‘ithout

cause, by giving 30 (thirty) Business Days prior written notice of termination to the othar party
'f Customer wishes to terminate the services described in Schedule A up through the kiate of
termination, Customer shall be liable to pay fees agreed in Schedule A Company mpy also

terminate this agreement if Customer becomes insolvent. go into liquidation or unable

to pay

its debts as they fall due, or if Customer is in breach of one of its obligations and fails|to cure

within thirty (30) Business Days following written notice to Customer.

Survival of Certain Provisions: In the event of any termination. the following provisions shall
continue in full force and effect: (i) the obligation of the Customer to make payments due

hereunder to the Company. (ii) confidentiality provisions, (iii) Software License, (iv) Pro}
& Trade Secret Information. (v) Warranties. Exclusions and Limitations and (vi) Settle
Disputes.

retary
lent of

CorelinteilectualProperty:Upon payment in full of all amounts due to the Company. the Core
intellectual Property generated by the Company under this Agreement tn relation] to the
Product or Business or by @ person or persons employed by the Company who rake or

conceive such Core Intellectual Property. such Core Intellectual Property shall be
owned by the Customer. Upon payment in full of all amounts due to the Company,
Customer shall be deemed to be the owner of all proprietary rights. including but not liry

solely
(i) the
ited to

copyrights, related to such Core Intellectual Property. (ji) Customer shall be deemed thd owner

of such Core Intellectual Property and all copyrights thereunder, and (iii) Company

shall

execute any and all assignments. certificates of ownership. confirmations of o pyright
ownership, copyright applications. and other items reasonably requested by the Cust¢mer to
secure and confirm the Customers ownership of such Core Intellectual Property

Notwithstanding the above. the Company shall continue developing intellectual propert

in the

course of the business with the Customer and if such intellectual property fails undér Core
Intellectual Property, as agreed between the parties. the same shall form part of Schqdule B
and solely owned by the Customer If there is a dispute concerning the categorization pf such
developing intellectual property. the parties agree that an independent intellectual properly
expert nominated by the parties shall resolve the matter. For the avoidance of doibt, the

parties agree that the Customer shall have a non-exclusive right to use on a royalty-fre
all non-Core intellectual Property in perpetuity

basis,

Be

Paye dof )6



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 72 of 83

(b) Third party, Open Source or pre-existing works. Unless otherwise agreed in writing. Cq
may use third party modules. open source software or pre-existing works to reduce
pricing and/or time In the event that the Deliverables include any pre-existing works
by the Company, the Company hereby grants. a perpetual, irrevocable. royalty free lice
use such pre-existing works in connection with the Deliverables. Company owns ani
copyrights and all intellectual property rights to such pre-existing works, and the
continue using such works. In the event that the Deliverables include any pre-existing
components including, but nat limited to any modules. tools. open source components.
code, any stock images or other graphics. created by a third party, licensing terms
third party items will be in full force for such deliverables. and Customer is required
hereby agrees to comply by such third party licensing terms & requirements. The partie:
and acknowledge that any other intellectual property contributed to the Customer tha}
identified a Core Intellectual Property. will not be considered to be owned by the Cust
such an instance, the Customer shall receive an irrevocable. royalty-free, non-e:
license to use such other intellectual property.

{c) Notwithstanding clauses 6(a) and 6(b), the Core Intellectual Property and sucl
intellectual property shall be made freely available to all the Parties solely for the pur;
research and development activities of the Customer.

PROPRIETARY AND TRADE SECRET INFORMATION

The obligations of Customer under this section shall survive termination or expiration
Agreement.

TRAINING

Campany shail provide to the Customer, at no additional cost up to 10 hours of remote instru
respect of the use and support of Tne Software using telephone, GotoMeeting. 9}
communication tools. The Customer may designate any number of its personnel to atten
training Those sessions at which training is to be provided shall be scheduled at times nf
agreed upon by Company and the Customer and shall be conducted remotely via telep!
Internet, The Customer shall ensure that all persons designated by it for training are availabl
times scheduled for training sessions

WARRANTIES, EXCLUSIONS AND LIMITATIONS

(a) Warranty Disclaimers. Other than as specifically set forth in this Agreement,

MATERIALS, THE SOFTWARE. SYSTEMS DOCUMENTATION, PRODUCTS, SER
DELIVERABLES OR ANY COMPONENTS THEREOF ARE PROVIDED / DELIVER)
CUSTOMER ON AN "AS IS" BASIS WITHOUT ANY WARRANTIE:!
REPRESENTATIONS, EXPRESS, IMPLIED. INCLUDING. WITHOUT LIMIT;
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR
QUALITY, PERFORMANCE OR NONINFRINGEMENT UPON THE RIGHTS OF ANY

PARTY. COMPANY MAKES NO WARRANTY THAT THE DELIVERABLES WILL
CUSTOMER'S SPECIFIC OBJECTIVES OR NEEDS OR THAT THE DELIVERABLE:
BE FREE FROM ERRORS OR BUGS. COMPANY MAKES NO WARRANTY THAT

WILL BE UNINTERUPTED OPERATION OF THE DELIVERABLES. CUS]
ACKNOWLEDGES AND AGREES THAT THE FOREGOING EXCLUSIONS}
DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL PART OF THIS AGREEME

FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PROD|
SERVICES / DELIVERABLES

(b) Limitation of Liability: The remedies of Customer set forth herein are exclusive and the
of Company with respect to any of the Services. Completed Products, Customized Pr
‘or Components covered by or furnished under or in connection with this Agreement U:

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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 30 of 83

EXHIBIT A


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 82 of 83

8. Continuing Security Interest. This Note creates a continuing security interest]in the
Collateral and shall remain in full force and effect until performance in full of the Obligation. Once the
Obligation has been satisfied, this document shall automatically be null and void and shall have nojfurther
force and effect without any action on the part of elther party.

9. Perfection of Security Interest. Customer authorizes Holder to file such financing
statements pursuant to the Uniform Commercial Code or similar filings from time to time or other potices
appropriate under applicable law. Customer also agrees to take any and all other actions as Holder may
determine to be necessary or useful for the attachment, perfection, and establishing priority pf, and
establishing or maintaining the ability of Holder to enforce, its security interest in the Collateral.

10. Further Assurances, Each party agrees to execute and deliver such additional
documents and instruments and to perform such additional acts as may be necessary or appropy iate to
effectuate, carry out and perform all of the terms, provisions, and conditions of this Note and the
transactions contemplated hereby.

41. Force Majeure. Neither party shail be liable for any breach of this Note or delay in
performance resulting from a strike, lockout, or other labor dispute; fire, earthquake, flood, act of (30d, or
other natural disaster; civil commotion, war, riot, criminal act of a third party; casualty or accident; pr other
cause beyond the reasonable control of or occurring without the fault of such party ("force majeure’). Any
deadline or time within which a party must perform under this Note shall automatically be extended upon
the occurrence of any such force majeure for a period equal to the time lost because of such event

12. Governing Law. This Note is governed by and construed in accordance with the|laws of
the State of California, excluding its conflict of law rules and principles,

413. Amendment. This Note may be amended or modified only by an instrument in writing
which by its express terms refers to this Note and which is duly executed by the party sought to be/bound.

14. Successors and Assigns, This Note will be binding upon and inure to the benefft of the
parties and their respective heirs, successors, and assigns.

45. Severability. If any provision or any word, term, clause, or other part of any provision of

this Note shall be invalid for any reason, the same shall be ineffective but the remainder of this Note and
any of its provisions shall not be affected and shall remain in full force and effect,

Indyzeninc

7 aneaaSh
aa

—= 5
By: kan WM Lae Nbr By: Pra Veawn wan V gen

Title: f CEO Title CEO

Page 15 of 16



Com AY DHA Bw NH Ke

woN we =
BX RREESORYREBRSSRVRGEESBS ES

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 7 of 83

Officer of Parkridge and oversee the development of the Morfit App, while Dobson would provide

the conceptual and business expertise.

Development of the Morfit App

19. Dobson told Narra that they would be relying on Narra’s expertise in all technical
matters.

20. Dobson asked Narra to vet a real-time software computing company known as
TIBCO (The Information Bus Company) Software Inc. (“TIBCO”) to determine if it was qualified
to build the Morfit App.

21. Dobson and Narra communicated to TIBCO that the Morfit App is meant to be
primarily a mobile platform.

22. Based on Narra’s recommendation, Parkridge hired TIBCO to develop the Morfit
App, memorialized in a work order dated November 13, 2013.

23. However, Narra knew that TIBCO did not have mobile expertise.

24, During the following year, Dobson flew out to California with Narra on a quarterly
basis, with Narra being in charge of managing and overseeing TIBCO’s progress with the Morfit
App.

25. Narra failed to monitor TIBCO’s progress with the Morfit App, in particular, that it
was developing a mobile platform.

26. Under Narra’s management as Chief Technology Officer of Parkridge, TIBCO
delivered only a desktop platform and failed to deliver the Morfit App that Parkridge had requested.

27. Even after many delays and chances to fix the app were given, the correct form of

the Morfit app — the mobile platform — was never delivered.

STATEMENT OF CLAIMS 5



oO NQ DH FP WN

NN NY NY HB NY DY NY Yee
ont nu fF WN KH TD HO BAI DM FP Ww NY KF OS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 6 of 83

11. Narra then pitched his services to assist with the technical side of the Morfit App,
stating that his background and expertise are in application and software development, including
founding companies, and that he owned and was the Chief Executive Officer (“CEO”) of a software
development company known as Indyzen.

12. Parkridge was formed on August 23, 2013.

13. Narra requested that his father, Parasurama Naidu Narra (“Naidu Narra”) be listed as
the shareholder in the shareholders’ agreement for the new company, Parkridge. Mabel Mak
(“Mak”) and Naidu Narra (instead of Narra) executed the Shareholders Agreement (“SH
Agreement”) for Parkridge on January 1, 2015. Exh. A. The SH Agreement gave Mak 7000 shares,
equivalent to 70% of the total shares, in exchange for her: (1) industry expertise in the business; (2)
professional support; (3) a promise to register all of Parkridge’s intellectual property; and, (4) initial
funding of Parkridge up to a maximum amount of $1,000,000 in the form of a loan. Exh. A.

14. | The SH Agreement permitted Naidu Narra 3000 shares, equivalent to 30% of the
total shares, in exchange for his promises to: (1) have his son, Narra, provide software development
industry expertise to develop, operate, and maintain the Morfit app; (2) have Narra serve as CTO of
Parkridge; (3) have Narra lead development of the Morfit App to successfully achieve Beta
Version; and, (4) have Indyzen offer a $300,000 discount to develop the Morfit App. Exh. A.

15. Mak appointed two individuals (including Dobson) as Directors of Parkridge, each
with 35% voting power.

16. Dobson is Parkridge’s Director, Chairman, and Chief Executive Officer (“CEO”).

17. Naidu Narra appointed his son, Narra, as a Director of Parkridge, with 30% voting
power.

18. Dobson and Narra then entered into discussions in California to collaborate and use

Parkridge to develop and implement the Morfit App. Narra would serve as Chief Technology

STATEMENT OF CLAIMS 4



Co ONAN DHA BP WH eH

PNY NHK
®YRRERERBSRBRSSCRZEIRGDESSES

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 19 of 83

121.  Indyzen thereby aided and abetted the breaches of fiduciary duties by Narra, and was
an active and knowing participant in those breaches of fiduciary duties.

122. Parkridge has been substantially damaged as a direct and proximate result of the
actions and operations of Indyzen in aiding and abetting the breaches of fiduciary duties set forth
fully herein.

123. Accordingly, Plaintiff Parkridge is entitled to judgment against Indyzen in an amount
to be determined at trial, including but not limited to the amount of harm incurred by Parkridge as a
result of the Agreement, the breaches of fiduciary duties by Narra, and the aiding and abetting in

those breaches by Indyzen.

COUNT III
BREACH OF FIDUCIARY DUTY UNDER HONG KONG LAW

124, Parkridge and Mak incorporate the allegations from the preceding paragraphs 1-123
as if fully set forth herein.

125. Pursuant to Hong Kong Companies Ordinance Part 10, Division 2, § 465 (1)-(2), and
as Director, Vice Chairman, and CTO of Parkridge, Narra received confidential information from
Parkridge about development of the Morfit App, and thus owed Parkridge fiduciary duties of
reasonable care, skill, and diligence while performing his functions and exercising his powers for
Parkridge.

126, Pursuant to Hong Kong Companies Ordinance, Part 11, Division 5, § 536(1), and as
Director, Vice Chairman, and CTO of Parkridge, Narra owed Parkridge a duty to declare all
material interests in a transaction, arrangement or contract or a proposed transaction, arrangement or

contract with a company where the director’s interest is material.

STATEMENT OF CLAIMS 17



Cor AI DNA FF WN

bv NY NY NY NY WY —
SYRHERBSESSCRIRAEDHDAS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 9 of 83

37. | When the December 2015 launch date arrived, the Morfit App still failed to meet
industry standards, let alone those agreed-upon by the parties. So the Morfit App still could not be
released.

38. At about the same time, Dobson appointed another Chief Technology Officer, Martin
Papy (“Papy”), to a sister company of Parkridge, and gave him power to oversee all technological
matters for the related group of companies.

39. Papy quickly identified many issues with Indyzen’s development of the Morfit App,
and requested Indyzen’s documentation for the development of the Morfit App.

40. Despite Papy’s requests, Indyzen and Narra refused to provide any documentation
relating to the project. Instead, they demanded payment-in-full from Parkridge and that 30% of the
shares in Parkridge be transferred to Narra’s father, Parasurama Naidu Narra, prior to allowing
Parkridge to see any documents.

41. Despite not receiving a functional app, and in a good faith effort to resolve the
dispute, Parkridge paid Indyzen the amount it requested.

42. Even after payment of the requested fee, neither Narra nor Indyzen delivered the
requested documents or a functioning Morfit App.

THE AGREEMENT BETWEEN PARKRIDGE & INDYZEN

43, Following the termination of the relationship between Parkridge and TIBCO, Narra,
as CTO of Parkridge and CEO of Indyzen, advised Dobson and Parkridge what resources, skills and
design specifications would be needed in order to develop the Morfit App. Narra further promised
an extensive set of characteristics that would be developed for the Morfit App, which included, but
were not limited to, personality matching, open API, social media, geolocation, augmented reality,

and facial recognition capabilities,

STATEMENT OF CLAIMS 7



Oo eANQ KDA FF WN S|

yn by YY NY NY YK WY —
S®XARRESRESSCRARKTDEBDRASY

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 25 of 83

the usual price of Phase I development was $420,000 and that $120,000 was the steeply discounted
price he would offer Parkridge.

169. In reality, Narra knew that even $120,000 for Phase I development was a “substantial
rip off” and that the same generic application could be developed for a much lower price.

170. Inorder to further induce Parkridge into executing the Agreement with Indyzen,
Narra also misrepresented that Indyzen could build the Morfit App to meet certain functional
specifications desired by Parkridge, despite knowing that Indyzen did not have the skills, resources
or know-how to do so.

171. In order to induce Parkridge into executing the Agreement with Indyzen, Narra
further represented that Indyzen could successfully develop the Morfit App in time for Parkridge’s
launch, when Narra knew it could not and had no reasonable basis for believing Indyzen could do
so.

172. In order to induce Parkridge into executing the Agreement with Indyzen, Narra
further misrepresented that Indyzen was the best possible value for software development services,
despite knowing it was not.

173. Narra’s and Indyzen’s affirmative representations that it could and would build the
Morfit App successfully at a lower price than other companies, in time for Parkridge’s launch, and
that Indyzen was the best possible value for software development services, were representations
that Parkridge considered important in its choice of contractors,

174. Because Parkridge relied substantially on Narra’s misrepresentations in choosing to
contract with Indyzen, Narra’s misrepresentations were material.

175. Narra’s misrepresentations were false because Indyzen did not have the resources,
skills, or know-how to develop the Morfit App in accordance with Parkridge’s functional standards,

time restraints, and/or specifications.

STATEMENT OF CLAIMS 23



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 1 of 83

Exhibit A


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 48 of 83

14,8, Notwithstanding anything contrary to this Agreement, if the Board so determines,
only Mabel or an entity or person nominated by Mabel shall have the right to be
transferred or to purchase the shares of the Minority Shareholder who chooses to sell
her shares in the JVC to an unrelated third party as set out in clause 14.1(f), provided
that the purchase price of such shares shall be at Fair Value.

15. PRE-EMPTION RIGHTS

If the JVC proposes to issue additional shares (including without limitation any
shares issued either pursuant to a capitalisation of the reserve fund (fund for reserve
and supplementation of the share capital of the JVC), share surplus account or
retained earings or otherwise or pursuant to any similar issuance of shares without
further payment by the Shareholders), or any other securities which may be converted
into shares, whether convertible bonds, options, warrants or otherwise, the Parties
shall have the right, but not the obligation, to be issued or to subscribe to, on a pro-
rata basis, and on an equal basis, based on its fully-diluted shareholding percentage at
the relevant time, the new shares or other securities being issued or offered, so as to
maintain its shareholding at the same percentage as existed immediately before such
issuance or offering. In addition, the JVC shall ensure that the Parties are always
given adequate notice and opportunity to exercise their pre-emption rights to which
they are entitled.

16. DRAG-ALONG RIGHTS

16.1, At any time after the revenue of the JVC reaches US $5 million provided that there is
no initial public offering of shares of the JVC, a Shareholder holding more than 60%
of the shares in the JVC (‘‘Selling Shareholder”) wishes to transfer or dispose of any
of its shares to a proposed transferee, the Selling Shareholder shall have the option to
require all other Shareholders (“Called Shareholder”) to transfer a proportionate
amount of its Shares to the proposed transferee within 20 Business Days afler
demand is made by the Selling Shareholder by written notice to that effect (“Drag-
along Notice”) to the Called Shareholder accompanied by copies of all documents
required to be executed by the Called Shareholder to give effect to the required
transfer.

16.2, The transfer of the shares by the Called Shareholder must be on the same terms and
conditions as shall have been agreed between the Selling Shareholder and the
proposed transferee, save it being understood that, whether or not those terms and
conditions between Selling Shareholder and proposed transferee include the giving of
warranties, the Called Shareholder shall only be required to provide warranties to the
proposed transferee as to title to its shares and its capacity to transfer them.

16.3, Each Drag-along Notice must include details of

(a) _ the number and class of shares to be transferred by the Selling Sharcholder
and the Called Shareholder;

be


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16
17
18
19
20
21
22
23
24
25
26
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28

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 12 of 83

INDYZEN & NARRA’S CONDUCT

58. During Phase J, neither Narra nor Indyzen provided helpful consultations or
presentations on the status of the Morfit App’s platform and technical design decisions, despite
being part of Narra’s obligations as Parkridge’s CTO,

59. Because development was taking so long, Dobson sought a second opinion in
January 2016 regarding development of the Morfit App. A number of industry experts and
professionals advised that the price paid for Indyzen’s services massively exceeded market
standards and that, relative to the price, the quality of the Morfit App was extremely low.

60. | Some consultants in the field were so shocked that they said Parkridge was
“substantially ripped off,” and that it could have obtained the same “generic” application at “a
fraction of the cost.”

61. They also said that there is “categorically no way that 24 qualified developers were
working on this software for the last 9 months.”

62. Phase Il came to a halt around February 2016 due to disagreement between
Parkridge and Indyzen about the direction of the Morfit App.

63. Despite a 24-person team spending 9 months developing the Morfit App, Indyzen
failed to meet many of the Agreement’s functional specifications.

64. For instance, under the Web portal segment, the registration and log-in features are
nonfunctional, rendering the rest of the features under this segment obsolete.

65. iOS users were not able to sign-in or register with Facebook, instead, the device went
into a loop.

66. | Web users could not create or add information to their profile, while iOS, Android,
and Web users could only partially edit profile info, including profile photo. Nor could iOS and

Android users consistently see their profile page, followers, or friends.

STATEMENT OF CLAIMS 10



eo OT KDA Rw Ye

wR www =
BXYURRERRRESSCRZSUIARESHSIOS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 11 of 83

53. However, Narra and Indyzen charged Parkridge a “loan” rate substantially higher

than the industry average.
54. Between August 2015 and December 2015, Parkridge paid Indyzen $300,000 during

Phase II, with the payment schedule occurring as follows:

Payment Date Payment Amount
August 7, 2015 $50,000
August 7, 2015 $50,000
October 26, 2015 $50,000
October 26, 2015 $50,000
December 18, 2015 $50,000
December 18, 2015 $50,000
Total Paid in Phase IT $300,000

55. During Phase J and II of the Morfit App’s development, Narra consulted for
Parkridge, however, given his role as Indyzen’s CEO and Parkridge’s CTO, he had no oversight. In
other words, Narra acted as the point of contact for both corporations, despite the apparent conflict
of interest.

56. Narra was able to do this because he knew Dobson relied on him for all technical
matters, and that Narra would be guiding Dobson’s acceptance and quality approval for the Morfit
App during Phase I and Phase II with Indyzen.

57. Additionally, pursuant to clause 3(c) of the Agreement, “Indyzen may not withhold
delivery of any work product produced in accordance with Schedule ‘A’ and paid for by

Parkridge...” Exh. B.

STATEMENT OF CLAIMS 9



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 61 of 83

(d) in the case of pre-paid first class post or recorded delivery, five Business
Days from the date of posting;

(e) _ in the case of reputable international overnight courier, ten Business Days
from the date of posting; or

(f) if deemed receipt under the previous paragraphs of this clause is not within
business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day
that is not a public holiday in the place of receipt), when business next starts
in the place of deemed receipt.

30.4. To prove delivery, it is sufficient to prove that the notice was transmitted by fax to
the fax number of the party or, in the case of post, that the envelope containing the
notice was properly addressed and posted.

31, LANGUAGE

If this Agreement is translated into any language other than English, the English
language text shall prevail.

32. SEVERANCE

32.1, If any provision of this Agreement (or part of a provision) is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal,
the other provisions shall remain in force.

32.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal
if some part of it were deleted or modified, the provision shall apply with whatever
modification i ial intention of the Parties

33. FURTHER ASSURANCE
Each Party shall promptly execute and deliver all such documents, and do all such

things, as the other Party may from time to time reasonably require for the purpose of
giving full effect to the provisions of this Agreement.

34, COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which is an

original and which together have the same effect as if each party had signed the same
document,

35. AGREEMENT SURVIVES CLOSING

‘This Agreement (other than obligations that have been fully performed) remains in
full force after Closing,

32

os


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 44 of 83

10, ACCOUNTING

10.1. The JVC shall at all times maintain accurate and complete accounting and other
financial records in accordance with the requirements of all applicable laws and
generally accepted accounting principles applicable in Hong Kong.

10.2, Each Party and its authorised representatives shall be allowed access at all reasonable
times to examine the books and records of the JVC.

10.3, The JVC shall supply each Party with the financial information necessary to keep the
Parties informed about how effectively the Business of the JVC is performing.

TS DIVIDEND POLICY

11.1, Any profit retention shall be decided by the General Meeting of Shareholders. Any
undistributed profits from previous Financial Year(s) may also be distributed with the
profits of the current Financial Year. The after-tax net profit of the JVC shall, as and
when the cash position of the JVC permits, be distributed to the Parties, in accordance
with their respective shareholding in US$ or any other freely convertible currency
subject to the Laws of Hong Kong.

11.2. Loss of the JVC shall be distributed between the Parties based on their respective
shareholding at the time of loss distribution,

11.3, A distribution under this clause 11 in relation to any Financial Year shall be made
within six months of the day to which the audited accounts for that Financial Year are
made up.

12, INTELLECTUAL PROPERTY

12.1, If either Shareholder at any time during the Product Development Period generates
Core Intellectual Property in relation to the Product or Business or engages or
employs a person or persons who make or conceive such Core Intellectual Property,
such Core Intellectual Property shall be solely owned by the JVC.

12.2, The Shareholders agree and acknowledge that any other intellectual property
contributed to the JVC that is not identified a Core Intellectual Property, it will not be
considered to be owned by the JVC. In such an instance, the JVC shall receive an
irrevocable, royalty-free, non-exclusive license to use such other intellectual property.

12.3, Notwithstanding clauses 12.1 and 12.2, the Core Intellectual Property and such other
intellectual property shall be made freely available to all the Parties solely for the
purpose of research and development activities of the Business.


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 32 of 83

20.

2i.

22,

23,

24,

25.

26,

TABLE OF CONTENTS

INTERPRETATION...

‘THE BUSINESS OF THE JVC...

SHARE CAPITAL...

MANAGEMENT STRUCTURE OF THE JVC

BOARD OF DIRECTORS.

GENERAL MEETING OF SHAREHOLDERS,

FINANCE FOR THEJVC ,.

RESTRICTIONS ON THE PARTIES....,

‘THE BUSINESS PLAN...

ACCOUNTING...

DIVIDEND POLICY.

INTELLECTUAL PROPERTY ..

‘TRANSFER OF SHARES/RIGHT OF

OBLIGATORY TRANSFER EVENT

PRE-EMPTION RIGHTS ..

DRAG-ALONG RIGHTS ..

TAG-AL.ONG RIGHTS,

EXPERT...

TERMINATION AND LIQUIDATION ...

TERMINATION FOLLOWING DEADLOCK,

STATUS OF AGREEMENT...

CONFIDENTIALITY

WARRANTY

WHOLE AGREEMENT

ASSIGNMENTS.,

VARIATION AND WAIVER ..



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 49 of 83

(b) the identity of the proposed transferee;

(c) _ the price to be paid for each Share by the proposed transferee (or any person
acting in concert with the proposed transferee); and

(d) _ the place, date (“Transfer Date”) and time of completion of the proposed
transfer by the Called Shareholder being a date not less than 30 Business
Days after service of the Drag-along Notice.

16.4, For the purposes of this clause, a “proportionate amount” of shares of a Called
Shareholder shall mean the number of shares that is equal to the proportion of the
shares (held by the Selling Shareholder) being transferred to the proposed transferee
to the total number of shares held by the Selling Shareholder expressed as a
percentage.

16.5. If the Called Shareholder fails to transfer its Shares pursuant to this clause 16, the
Selling Shareholder may take all necessary actions against the Called Shareholder as
permitted by applicable law, including but not limited to requesting the Board to
effect the transfer of the Called Shareholder's Shares on the Called Shareholder's
behalf to the proposed transferee (or its nominee(s)) in accordance with this clause 16
as if the Shares were transferred by the Called Shareholder, and then authorise
registration of the transfer. The Called Shareholder hereby authorises the Board to act
on its behalf as provided for in this clause 16.5,

17, TAG-ALONG RIGHTS

17.1. In the event that a Shareholder in one or a series of transactions transfers more than
50% of its shares at the time of transfer (“Transferring Shareholder”) to another
party (“Third Party Purchaser”), such Transferring Shareholder shall not complete
any of the proposed transfer of shares to the Third Party Purchaser unless:

(a) such Transferring Shareholder procures that the Third Party Purchaser
offers in writing to buy from the other Shareholders (“Remaining
Shareholders”) afl of its shares on terms not less favourable than those
applied to any purchase of shares of such Transferring Shareholder; the
offer shall remain open for acceptance by the Remaining Shareholders for a
period of at least 30 Business Days from the date the written offer is
provided to the Remaining Shareholder (“Third Party Offer”); and

(b) either (i) the Remaining Shareholders reject the Third Party Offer (or is
deemed to have rejected it in accordance with this clause 17; or (ii) the
Remaining Shareholders accept the Third Party Offer in accordance with
the Third Party Offer.

17.2. The Remaining Shareholders may accept or reject the Third Party Offer by notice in
writing to the Third Party Purchaser and the Transferring Shareholder within the 30

Business Days offer period referred to in clause 17,1(a). If the Remaining
Shareholders do not issue any written notice in response to the Third Party Offer

19

Lee


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 31 of 83

SHAREHOLDERS AGREEMENT
PARKRIDGE LIMITED
DATED

1 JANUARY 2015


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 68 of 83

SOFTWARE DEVELOPMENT AND LICENSING AGREEMENT

This Software Development and License Agreement (the “Agreement’) is effective 5 January 2015
BETWEEN:

Indyzeninc(the "Company’), a company organized and existing under the laws of the State of Cal
with its main business address at:2033 Gateway P| San Jose. CA 95110

AND:

Parkridge Limited (the "Customer"). a company established under the laws of Hong Kong with cei
of incorporation no. 1956916 with main address at:The Landmark 15 Queen's Rd Central 8/F Glou
Tower, Central Hong Kong, China

WHEREAS:

The Company is engaged in information technology consulting. software development ma}

ifornia,

tificate
ester

keting.

licensing. global outsourcing and support of certain software and various other services by and through

various employees, contractors and sub-contractors, vendors and / or offshore outsourcing partner]

Services that are subject to this Agreement shall be as set forth in Schedule A’annexed hereto}
shall describe the desired services in detail.

which

Company has agreed to undertake and to provide such Services to the Customer under the techs and

conditions specified in this Agreement and for the charges specified in Schedule AY

IN CONSIDERATION of the premises and mutual covenants herein set forth and provided for the
covenant and agree as follows

4, DEFINITIONS

The following words and terms shall have the following meanings when used herein and such del
shall apply to both the singular and plural forms of any such words and terms

“Agreement means this agreement including all schedules

parties

nitions

“Business Day’means each of Monday, Tuesday, Wednesday, Thursday and Friday except where any

such day occurs on any federal or provincial statutory holiday observed in the state of California

“Charges’means the consulting fee, software development fee, license fee, commissions. an

other

compensation to be paid by Customer to Company as set out in Schedule “A'togethgr with

reimbursement to Company of all out-of-pocket expenses approved in advance in writing
Customer (including but not limited to, travel, accommodation. long distance. courier, fa

py the
simile.

hardware. software and other material charges) plus any and all applicable federal state} local
international. import. export and municipal taxes presently or hereafter imposed upon any and all such

amounts
“Commencement Date”’means the date of execution of this Agreement by the Parties.
“Functional Specifications’has the meaning given in clause 1,

‘Hardware’ means the central processing unit cr device and accompanying operating system sel
Schedule “A’and which is to be utilized by Customer for operation of the Software

Page | of 16 he

out in



oO NIN DHA BF WN

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CAIDA RON KF DO ANA DHA FP WN YK OD

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 8 of 83

28. Asaresult of TIBCO’s failure to deliver a mobile platform, Parkridge stopped
paying TIBCO.

INDYZEN
29. Subsequently, Narra then recommended his own software company, Indyzen, to

develop the Morfit App.

30. Narra and Indyzen promised an extensive set of characteristics for the Morfit App,
including, but not limited to: personality matching, open API, social media, geolocation, augmented
reality, and facial recognition aspects.

31. Asa result of these discussions, all working relationships between Parkridge and
TIBCO were terminated. On January 5, 2015, Parkridge and Indyzen entered into a software
development and licensing agreement.

32. In April 2015, Indyzen delivered a version of the Morfit App (“Indyzen’s App”) to
Parkridge. However, Indyzen’s App’s quality was grossly inferior to comparable apps in the
industry, had only very basic functionality, a bad user interface, and was not ready to be marketed
to the public.

33. When concerns over the quality of Indyzen’s App were raised to Narra, he attempted
to shift the blame to Parkridge’s lack of guidance, despite being Parkridge’s CTO and source of
guidance on all technical issues.

34. Once again, further discussions were entered into between Indyzen and Parkridge to
resolve the technical issues with, and complete development of, the Morfit App.

35. A September 2015 launch date was planned for the Morfit App.

36. However, Indyzen’s delivered product was far below the industry standards and

agreed-upon quality. Accordingly, Parkridge pushed the launch date back to December 2015.

STATEMENT OF CLAIMS 6



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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 22 of 83

143. Narra failed to act in the best interest of Parkridge, and instead acted in his own
interest, as CEO of Indyzen, and in the interests of Indyzen.

144, Narra knowingly and intentionally acted in the sole pursuit of his personal individual
interest and for the purpose of furthering Indyzen’s welfare.

145. Narra did not act in order to achieve any benefit for Parkridge in either the short or
long term.

146. Narra abused his position and engaged in actions that did not confer any benefit upon
Parkridge and that could never have conferred any benefit upon Parkridge.

147. Narra’s actions were adverse to Parkridge’s interests and he acted in service of
interests wholly separate and distinct from those of Parkridge, which he was obligated, as its CTO,
to serve.

148. Narra failed to act in the interests of Parkridge, failed to exercise his powers as CTO
for the proper purpose, failed to avoid conflicts of duty and interest between Parkridge and Indyzen,
and failed to declare his material interests in the Agreement to Parkridge directors; Narra therefore
breached his respective fiduciary duties to Parkridge.

149. Parkridge has been substantially damaged as a direct and proximate result of the
breaches of fiduciary duties by Narra.

150. Accordingly, Plaintiff Parkridge is entitled to judgment against Director and CTO
Narra in an amount to be determined at trial, including but not limited to the damages incurred by

Parkridge as a result of the Agreement and the breaches of fiduciary duties by Narra.

STATEMENT OF CLAIMS, 20



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 59 of 83

26.2.

26.3.

26.5.

27.

28,

28.3.

29,

29.1.

VARIATION AND WAIVER

A variation of this Agreement shall be in writing and signed by or on behalf of all
Parties.

A waiver of any right under this Agreement is only effective if it is in writing and it
applies only to the person to which the waiver is addressed and the circumstances for
which it is given,

A person that waives a right in relation to one person, or takes or fails to take any
action against that person, does not affect its rights against any other person.

No failure to exercise or delay in-exercising any right or remedy provided under this
Agreement or by law constitutes a waiver of such right or remedy or shall prevent

any future exercise in whole or in part thereof.

No single or partial exercise of any right or remedy under this Agreement shall
preclude or restrict the further exercise of any such right or remedy.

Unless specifically provided otherwise, rights arising under this Agreement are
cumulative and do not exclude rights provided by law.

Costs
Unless otherwise provided, all costs in connection with the negotiation, preparation,

execution and performance of this Agreement shall be borne by the Party that
incurred the costs.

Good FAITH

All transactions entered into between either Party or any company Controlled by it
and the JVC shall be conducted in good faith and on the basis set out or referred to in
this Agreement or, if not provided for in this Agreement, as may be agreed by the

Parties and, in the absence of such Agreement, on an arm’s length basis,

Each Party shall at all times act in good faith towards the other and shall use all
reasonable endeavours to ensure that this Agreement is observed.

Each Party shall do all things necessary and desirable to give effect to the spirit and
intention of this Agreement.

THIRD PARTY RIGHTS

This Agreement is made for the benefit of the Parties and their successors and
permitted assignees and is not intended to benefit, or be enforceable by, anyone else.

30

Oh



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 83 of 83

Exhibit A
Principal Balance

(to be updated by the Parties at the end of every calendar month)

Date Amount Loaned Aggregate Total
31 May 2018 $50,000 $50,000
30 June 2015 $100,000 $750,000
31 July 2075 $100,000 $250,000
31 August 2016 $100,000 $350,000
30 September 2075 $100,000 $450,000
31 October 2015 “$100,000 $550,000
WI

Page 16 of 16



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 66 of 83

Schedule 4
Parasurama Naidu Narra’s Contribution to the JVC

1, To cause Praveen Kumar Narra to provide software development industry expertise in
relation to the Product and Business.

2, To cause Praveen Kumar Narra to serve as chief technical officer of the JVC until such
time as the Product is at Beta Version.

3. To cause Praveen Kumar Narra to lead the development of the Product to successfully
achieve Beta Version,

4. To cause Indyzen Inc., a company established under the laws of United States of America
with certificate of incorporation no, C2269314 issued by the California Secretary of State
on 09 May 2000, to offer a discount of US$ 300,000 on its services to the JVC in relation
to the Product and Business. This US$ 300,000 amount shall be treated as a loan of from
PN to the JVC as part of the initial funding to the Business,

37

i


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 39 of 83

5.3. For the purposes of clause 5.3, the following three Directors shall be appointed:

(a) Mabel shall appoint:

(i) Mr, Randy Dobson, an individual with passport no. 488442801
issued by Department of State of the United States of America with
a residential address at EA2-7-1 Riverside Residence, Tan Phu
Ward, District 7, Ho Chi Minh City, Vietnam; and

(ii) Mr. Mark Charles Oakley, an individual with passport no.
761331611 issued by the Identity & Passport Service of the United
Kingdom of Great Britain and Northern Ireland with a residential
address at B2-1106 City Garden Apartment, 59 Ngo Tat To Street,
Ward 21, Binh Thanh District, Ho Chi Minh City, Vietnam.

(b) PN shall appoint:

(i) Mr. Praveen Kumar Narra, an individual with passport no.
21418789 issued by Consular, Passport and Visa Division, Ministry
of External Affairs, Government of India with a residential address
at 2107 Ashley Ridge Ct, San Jose, CA 95138, United States of
America.

5.4, In the event that a seat on the Board becomes vacant, the Shareholder entitled to
nominate the Director previously holding such seat shall have the right to fill such
vacancy, and the Shareholders shall procure the appointment of such nominee. In the
event that a Shareholder wishes to remove a Director previously nominated by it, it
shall give notice to the other Shareholder to such effect whereupon the Shareholders
shall procure such removal accordingly. In no case shall any Shareholder seek to
remove a Director nominated by the other Shareholder unless the other Shareholder
shall have so requested in writing.

5.5. Subject to the provisions in this Agreement, the Directors shall have aii the authority
granted to the directors in the Articles of Association and, to the extent not expressly
provided therein, under the laws of Hong Kong.

5.6. The quorum of any Board meeting shall be three Directors, who may attend in person
or by telephone or video conference. In the event all Directors have received proper
notice of the meeting and a quorum is not present at the meeting, (i) the meeting may
be adjourned for not less than ten Business Days and may be rescheduled with proper
notice to all Directors of the new time and place for the meeting, and (ii) when the
adjourned meeting resumes, a quorum for such meeting will be two Directors then
comprising the Board, which shall include one Director nominated by Mabel and one
Director nominated by PN.

5.7. At any meeting of the Board, each Director shall have one vote with respect to each
matter upon which action is to be taken. Subject to clause 6,2 and 6.9, all decisions
involving Reserved Matters shall be passed by a unanimous vote of the Directors
present at the meeting and all other decisions shall be by a majority vote of the
Directors present at the meeting. The Board may also approve actions by unanimous
written consent, which such written consent shall have the same force and effect as a
resolution duly passed at a meeting of the Board,



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 79 of 83

o Sprint kickoff, story grooming, scoping and assignments are done bi-weekly} or as
otherwise agreed by both parties.

The software requirements are subject to change and re-prioritization based on the Agile pfocess,

°
App Submission:

© Company shall assist Customer in submitting the App(s) to Apple's App Store / Google Play

Store.
» Company shall be responsible to create App icons, App Screenshots that are needed to}submit
the app to App Store, unless Gustomer prefers to do it by themselves.
e The deliverables shall include Apps, App icons, Design screenshots, as well as documentation on

how the app’s functionalities work.

Hardware / Testing:

» Company shall test the iOS App(s) in the following test equipment: iPhone 5 and iPhone 6
running iOS 7, and iOS 8 operating systems respectively.
e Company shall test the Android App in the following test equipment: Samsung Galgxy S5,
Samsung Galaxy Note 3, HTC Explorer A310e, Google Nexus 7. Android Operating systems:
Android 4.2.2, Android 4.4 and Android 5.0. Customer may purchase testing in additional fevices

at additional cost.

For Company:

Lhidhe. Lh

Lindy en Ac
Name: Keitel. leone. Aber Name: Praveesn Mloy ne.

Title: CEO Title: CEG

Page 12 of 16



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 40 of 83

5.8. All Directors shall serve without compensation, but shall be reimbursed by the JVC
for all out of pocket travel, lodging, food and incidental expenses incurred in
connection with their attendance at Board meetings and their other duties performed
on behalf of the JVC, The Parties agree that they will cause the Board to meet at least
once in each calendar quarter in such locations as the Board may from time to time
determine.

6 GENERAL MEETING OF SHAREHOLDERS

6.1, The general meeting of shareholders (“General Meeting of Shareholders”) shall be
the highest authority of the JVC and shall pass decisions within its power and
authority by way of voting at meetings (or passing written resolutions) with respect to
such matters as may be agreed between the Parties and such other matters required
under the laws of Hong Kong.

6.2. Any decision on any Reserved Matters requires the written consent and approval of
Shareholders who together represent not less than 80% of the total share capital of the
Jvc,

6.3. General Meeting of Shareholders shall be held regularly at least once every year and
shall be held upon request of the Chairman or request of a Shareholder that represents
not less than 20% of the share capital of the JVC.

6.4. Each General Meeting of Sharcholders shall, unless otherwise agreed by the Parties,
be held at the registered address of the JVC or in such places as the General Meeting
of Shareholders shall determine from time to time.

6,5. Meetings shall be held 30 Business Days from the date of the notice thereof, provided
that the Shareholders may waive such notice by unanimous written consent. The
Chairman shall be responsible for giving such notice and for convening and presiding
over the meeting. No final decision shall be reached at a meeting of the General
Meeting of Shareholders on any matter which has not been specified in the agenda
contained in the notice convening such meeting unless each of the Shareholder
represented on the General Meeting of Shareholders is present or so represented.

66. General Meeting of Shareholders shall be held when the number of participating
Shareholders represents at least 80% of the share capital of the JVC.

6.7. If a Shareholder is unable to participate in a General Meeting of Shareholders, such
Shareholder may issue an authorisation/power of attorney signed by such Shareholder
and/or entrust a proxy to participate in the meeting or to sign a resolution on his
behalf. The attorney-in-fact or proxy, who may, but is not required to be a
Shareholder, shall have the same rights and powers as the absent Shareholder. If no
representative is appointed by the absent Shareholder to attend a meeting or to sign a
resolution of the General Meeting of Shareholders, the absent Shareholder shall be
deemed to have waived his right to participate or vote in such resolution and
decisions made at such meeting shall be binding upon him. No proxy shall be
appointed who is, in the reasonable opinion of the General Meeting of Shareholders,
associated with any company, organisation which it would be commercially
inappropriate to allow to participate in the General Meeting of Shareholders,

fe


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 55 of 83

(a) _ all existing contracts of the JVC are performed to the extent that there are
sufficient resources;

(b) the JVC does not enter into any new contractual obligations;
(c) the JVC is dissolved and its assets are distributed as soon as practicable; and

(d) any other proprietary information or intellectual property rights belonging to
or originating from a Party are returned to it by the other party or the JVC
and all such proprietary information or intellectual property rights shall be
erased from the computer systems (to the extent possible) of the JVC and
the Party who is returning it.

19.7. Where any Party is required by any law, regulation or governmental or regulatory
authority to retain any proprietary information (or copies of such information) of the
other Party or the JVC, it shall notify the other Party in writing of such retention
giving details of the information that it has been required to retain.

20. TERMINATION FOLLOWING DEADLOCK

20.1. In no circumstances shall any of the Shareholders create an artificial deadlock, being,
a deadlock caused by any of the Shareholders voting or withholding consent in bad
faith against an issue or proposal in any case where the passage or approval of the
same is required to enable the Business properly and efficiently in accordance with
the provisions of this Agreement.

20.2. If the Shareholders are unable in good faith to decide on a course of action with
respect to any Reserved Matters, either Shareholder may give notice in writing of
such deadlock (“Deadlock Notice”) to the other Shareholder. The Deadlock Notice
shall specify in reasonable detail the nature of the is: se thereto, Within 30
Business Days after the receipt by the other Shareholder of the Deadlock Notice, the
Shareholders shall meet in person or have a conference by telephone for the purpose
of amicably resolving such deadlock.

20,3. If after good faith discussions the deadlock is not resolved within 60 Business Days
(or such longer period as the Shareholders may agree) from the date the Deadlock
Notice is given, either Shareholder shall have the right to terminate this Agreement
upon at least 120 Business Days' prior written notice of termination to the other
Shareholder, and the termination procedures set out in clause 19 shall apply.

21, STATUS OF AGREEMENT
21.1. Each Party shall, to the extent that it is able to do so, exercise all its voting rights and
other powers in relation to the JVC to procure that the provisions of this Agreement

are properly and promptly observed and given full force and effect according to the
spirit and intention of this Agreement.

26



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wo NY NY NY KH NY NY KY NHN See Be Se Be Se Be SE eS
CAI Dn FPF WHEY DMO eA DUN fF WwW NK OS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 28 of 83

192. Narra knew that these facts were not known to Parkridge and were not reasonably
discoverable by Parkridge because Parkridge did not have access to this information personally, but
instead relied upon Narra, as its CTO, to relay such information to Parkridge.

193. The suppression and concealment of the above-described facts misled Parkridge to
enter into an Agreement with Indyzen for the development of the Morfit App.

194. Parkridge, at the time these failures to disclose and suppression of facts occurred,
and at the time Parkridge took the actions alleged above, was ignorant of the existence of the facts
that Narra suppressed and failed to disclose.

195. Had Parkridge been aware of the existence of the facts not disclosed by Narra,
Parkridge would not have entered into the Agreement with Indyzen.

196. Asa direct and proximate result of the fraudulent conduct of Narra as alleged herein,
Plaintiff was induced to pay $420,000 in the deal and thereafter lost that sum when Indyzen
wrongfully withheld the deliverables for which Parkridge paid.

197. Narra intentionally concealed the above material facts known to Narra and made the
above mentioned misrepresentations with the intention of depriving Parkridge of its funds and the
application, and Plaintiff Parkridge is therefore entitled to an award of punitive damages.

REQUEST FOR RELIEF
WHEREFORE, Plaintiffs Parkridge and Mak respectfully request that this Court:

1. Enter judgment in favor of Parkridge on each of its claims;

2, Award Parkridge damages, actual, special, compensatory, exemplary and/or punitive, in

an amount of U.S. $2.8 million, or in such other amount as is proven at trial;

3. Enjoin Indyzen from distributing, releasing, or selling the Morfit App or Parkridge’s

Intellectual Property;

4. Order Indyzen to provide Parkridge the Morfit App and its Intellectual Property;

STATEMENT OF CLAIMS 26



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 58 of 83

(a) neither the execution nor delivery of this Agreement or of any ancillary
document nor the performance or observance of any of its obligations under
this Agreement, does or will:

(i) (if applicable) conflict with or results in a breach of its Articles of
Associations or other constitutional documents;

(ii) conflict with, or result in any breach or violation of, any judgment,
order or decree, trust deed, mortgage, agreement or other instrument
or arrangement by which it is bound; or

(iii) result in any breach of law, rule, regulation, ordinance, order,
judgment or decree of or undertaking to any court, government
body, statutory authority or regulatory, administrative or
supervisory body to which it is a party or by which it or its assets
are bound, whether in Hong Kong or elsewhere;

(b) _ if required, all relevant statutory, governmental or other approvals for the
transaction contemplated in this Agreement have been obtained;

(c) _ it has fult power and authority to execute and deliver this Agreement; and

(d) the obligations expressed as being assumed by it under this Agreement
constitutes its valid, legal and binding obligations enforceable against it in
accordance with the terms of this Agreement.

24, WHOLE AGREEMENT.

24.1. This Agreement, and any documents referred to in it or executed contemporaneously
with it, constitute the whole agreement between the Parties and supersedes any
previous arrangement, understanding or agreement between them relating to the
subject matter they cover.

24.2. Bach Party acknowledges that, in entering into this Agreement and any documents
referred to in it or executed contemporaneously with it, it does not rely on, and shall
have no remedy in respect of, any statement, representation, assurance or warranty of

any person other than as expressly set out in this Agreement or those documents.

24.3, Nothing in this clause operates to limit or exclude any liability for fraud,

25, ASSIGNMENTS

25.1. Neither of the Parties may assign, or grant any Encumbrance over or deal in any way
with, any of its rights and obligations under this Agreement or any document referred
to in it without the prior written consent of the other Party (such consent not to be
unreasonably conditioned, withheld or delayed). .

25.2. Bach Party that has rights under this Agreement is acting on its own behalf.

29



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 67 of 83

EXHIBIT B


Co om NDA FB WN SH

PNY YH KN NNDB Be Be ee eB
on NAN MN FB WH KF ODO DH DUH FP WN KF SOS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 4 of 83

STATEMENT OF CLAIMS

Plaintiff Parkridge Limited was founded in 2013 to create a mobile software application
combining health and fitness information with social media networking. Possessing limited technical
expertise himself, Parkridge’s CEO, Randy Dobson (“Dobson”), discussed a potential collaboration
with Praveen Narra Kumar (“Narra”), due to Narra’s self-proclaimed experience in software
development. Following these discussions, Narra was appointed as Chief Technology Officer
(“CTO”) of Parkridge. Rather than providing Parkridge with its best option, Narra took advantage of
his position, failed to fulfill his obligations as CTO of Parkridge, and used his own independent
software company, Indyzen, Inc., to develop the mobile app to the disastrous detriment of Parkridge.
Indyzen charged Parkridge exorbitant prices for developing a mobile app that not only did not work,
but was grossly inferior to comparable apps in the industry. In short, Narra abused his position as
CTO to siphon money from Parkridge to benefit himself and his company, Indyzen. Narra’s and
Indyzen’s conduct constitutes breaches of fiduciary duties under California and Hong Kong law,
aiding and abetting breach of fiduciary duties under California law, breach of contract, fraudulent

iisrepresentation, and fraudulent concealment under California law.

PARTIES
1. Plaintiff Parkridge Limited (“Parkridge”) is a company established under the laws of
Hong Kong, with its principle place of business at The Landmark 15 Queen’s Rd. Central 8/F
Gloucester Tower, Central Hong Kong, China.
2. Plaintiff Mabel Mak (“Mak”) is an individual with a passport issued by the
Government of Hong Kong, and resides at 11A Bo Shek Mansion Block 1, 328 Sha Tsui Road,

Tsuen Wan, Hong Kong.

STATEMENT OF CLAIMS 2



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 47 of 83

14,2. Where an Obligatory Transfer Event occurs to a Party (in this clause the “Seller”),
shall give notice of it to the other Party (in this clause the “Buyer”) as soon as
possible and, if it does not, it is deemed to have given notice of it on the date on
which the Buyer becomes aware of such Obligatory Transfer Event (‘Notice of
Obligatory Transfer Event”).

14.3. As soon as practicable after service, or deemed service, of the Notice of Obligatory
Transfer Event, the Parties shall appoint an Expert to determine the Fair Value of the
Seller's shares in the JVC (“Sale Shares”)

14.4. The Buyer has the right, within 30 Business Days of receiving notification of the Fair
Value determined by the Expert (the first day being the day afler the Buyer receives
the Fair Value notification), to serve a notice on the Seller to buy all of the Sale
Shares at the Fair Value. In case the number of the Buyer is plural, each Buyer shall
have the right of first refusal to purchase the amount of the Seller’s shares which
bears the same ratio to the total shares being purchased as such Buyer’s shareholdings
bear to the total amount of shares owned by all Shareholders exercising their right of
first refusal.

14,5. In this clause, the Fair Value of the Sale Shares shall be the value that the Expert
certifies to be the fair market value in his opinion based on the following,
assumptions:

(a) _ the value of the shares in question is that proportion of the fair market value
of the entire issued share capital of the JVC that the Sale Shares bear to the
then total issued share capital of the JVC (with no premium or discount for
the size of the Seller's shareholding or for the rights or restrictions applying
to the shares under this Agreement or the Articles of Association of the
JVC);

(b) _ the sale is between a willing buyer and a willing seller on the open market;

{c) the sale is taking place on the date that the Obligatory Transfer Event
occurred;

(d) the JVC’s businesses shall continue to be carried on as a going concern
(unless the JVC is insolvent or unable to pay its debts within the meaning of
the insolvency legislation applicable to the SVC);

(e) the shares are sold free of all Encumbrances; and
(f) to take account of any other factors that the Expert reasonably believes
should be taken into account.

14.6. The Expert shall be requested to determine the Fair Value of the Sale Shares within
20 Business Days of his appointment and to notify the Buyer and Seller in writing of .
his determination.

14.7, The'service of a notice to buy under this clause shall bind the Parties to buy and sell
the shares.

ae


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 45 of 83

13, TRANSFER OF SHARES/RIGHT OF FIRST REFUSAL

13.1. No Party shall mortgage, pledge, charge or otherwise encumber or permit any third
party's interest to subsist in respect of all or any part of its shares in the JVC without
the prior written consent of the other Party and subject always to the Laws of Hong
Kong.

13.2. Subject to the terms and conditions of this Agreement, when a Party desires to
transfer the whole or part of its shares in the JVC (“Transferor”) to any third parties
(“Transferee”), the procedures shall be as follows:

(a) The Transferor shall deliver a written notice (“Transfer Notice”) to the
other Party and the JVC stating (i) his bona fide intention to sell all or any
portion of its shares (“First Offer Shares”); (ii) the number of First Offer
Shares; and (iii) the name of the Transferee; and (iv) the price and terms
upon which he proposes to offer such First Offer Shares.

(b) By written reply to the Transferor and the JVC within 30 Business Days
after receipt of the Transfer Notice, the other Party may elect to purchase
the First Offer Shares.

(c) If the other Party does not elect to purchase the First Offer Shares in
accordance with this clause 13.2, the Transferor shall, during the 60 day
period following the expiration of the 30 day period set out above offer the
First Offer Shares to the Transferee at a price not less than, and upon terms
no more favourable to the Transferee than those specified in the Transfer
Notice. The Transferor must give a copy of any agreement with the
‘Transferee relating to the sale of the First Offer Shares to other Party within
three Business Days after execution of the agreement. If the Transferor does
not enter into an agreement for the sale of the First Offer Shares within the
aforementioned 60 day period, then the right of the Transferor to sell the
First Offer Shares to the Transferee shall terminate and shall be re-offered
to the other Party in accordance with this clause 13.2.

(d) No transfer or other disposal shall be effective until:

(i) the Transferee agrees in writing that it will comply with every
provision and condition of this Agreement and the Articles of
Association;

(ii) relevant approvals have been obtained for this share transfer; and
(iii) the share transfer shall be registered with or approved by the
relevant authority, if required by the Laws of Hong Kong.

13.3, The Parties agree that the Transferor shall bear all share transfer tax in accordance
with the Laws of Hong Kong except as otherwise agreed by the Parties.

13.4, No Party may subcontract or delegate all or part of its obligations hereunder.
Notwithstanding the right of first refusal of the Parties as set out here, PN is allowed
to transfer or otherwise dispose of the whole or part of its shares of the JVC, provided

15


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 70 of 83

(b)

(c)

4. ACCEPTANCE TESTING

(a)

the pricing where appropriate. If Customer disputes a part of any invoice. Customer m

st pay

the amount not in dispute by due date or be subject to interest at a rate of one and dne-half

percent (1-1/2%) per month late fees and penalties on any undisputed amounts The
of fees, interests and penalttes Company charges will be lesser of the amounts stated)

mount
or the

State's legally enforceable maximum, whichever is the lesser.Company also reserves the right
to withhold Services. including denying access to the deliverables, while there are any
outstanding fees which are not in dispute or if Customer is in breach of this agreement

following all applicable cure periods Customer shall not have any license or right
deliverables for which dues are not paid in full to the Company, even if Company delive}
deliverables to the Customer.

to the
s such

Verification Records For projects involving full-time or part-time personnel. time is usually

maintained through timesheets filled by personnel working for such projects. Any ques}
disapprovals of timesheets should be received in writing by Company within 30
Business Days of receiving such timesheets. If Company does not receive an
disapprovals within 14 BusinessDays of sending timesheets to the Customer, 4

fons oF
(thirty)

such
| such

timesheets will be deemed approved by the Customer If any additional verification is raquired,
Customer shail inform Company before finalizing Schedule "A". and incorporate such {special

verification methods as part of Schedule “A".

Invoicing: The Company shall provide written invoices of any amounts due in accord:
Schedule “A” All payments shall be cue within 14 Business Days of receipt of such in
at Company's office address provided in this agreement. Customer shall be in defaul
this Agreement if payment !s not received within 30 {thirty)BusinessDays following re

nce to
loice(s)
under
peipt of

any invoice unless the Customer disputes the invoice in good faith, and in writing within 14

BusinessDays of receipt of an invoice If no written notice of dispute is received in|
within 14 BusinessDays of receipt of an invoice. such invoice shall be deemed to be

writing
correct

and payable in full For any disputed invoice Customer shall clearly provide to Company in

writing the reason for such dispute Customer shall make payment on the non-disputed
of such disputed invoice without delay and the Parties shall investigate and attempt to
such dispute in an amicable and prompt manner. Upon default in payment, Com
authorized to suspend work under Schedule A in its sole discretion until the default is cl
payment in full. In the event that such default is not cured within 30 (thirty) Busine}

portion
esolve
any is
red by
sDays

following invoice. the Company in its sole discretion, may terminate the work desciibed in

Schedule “A”by written notice to the Customer. Upon such termination, Company sh:
no further obligations under Schedule “A”. but all payments due through the date

il have
f such

termination shall remain due and payable and Company may take any and ail factions

necessary to collect the same. provided, that Company may not withhold delivery of ai
product produced in accordance with Schedule “A’and paid for by Customer

if Customer requires any specific acceptance testing procedures Customer shall pro}

y work

ide all

such acceptance criteria to Company within the first 14 BusinessDaysof the Commentement

Date or a mutually agreed time. Upon each delivery of Materials. The Software. §
Documentation or other deliverable(s) (referred to as Deliverables from now oj

stems
), the

Customer shall perform such acceptance testing procedures in good faith. The Customer will

not unreasonably withhold or delay such acceptance. In no event shall the acceptance}
process last more than 14 BusinessDays following each partial or complete delivery.
event the Deliverables are non-conforming. Customer shail detail the reasons for sui
conformity in the written notice to Company to resolve such non-conforming

Additionally, the Customer shail identify with specificity the portions of the acceptand
that form the basis for the non-conformity. In the event that such written notice is not pf
within 14 Business Days following delivery, Customer shall be deemed to have accept
Deliverables. Customer is responsible to pay for all conforming portions of the deliverd

Page 3 of 1 She

testing
In the
h non-
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ie tests
ovided
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Nb NM YN N NN caged
SXRAERBRRESSCSERIRRESCHEIS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 15 of 83

85. As CEO of Indyzen, Narra controlled Indyzen and accordingly, at the time he made
the misrepresentations, he knew and/or had no reasonable ground to believe that Indyzen was the

best possible value for software development services.

86. Narra intended to induce Parkridge to contract with Indyzen so that he, as CEO of
Indyzen, and Indyzen, his company, could profit from the Agreement with Parkridge, to the

detriment of Parkridge.

87. At the time that Narra misrepresented that Indyzen was the best value for software

development, Narra intended to make a substantial profit by overcharging Parkridge for an inferior

application.
88. In other words, Narra acted in his own interests, and/or the interests of entities other
than Parkridge, in facilitating the Agreement, even though he knew, or was recklessly or grossly

negligent in not knowing, that it would result in harm to Parkridge.

89. Ata minimum, Narra was willfully blind to the foreseeable disastrous consequences
of the Agreement, and acted with gross negligence and/or recklessness in advocating for and
facilitating a transaction that would result in harm to Parkridge.

90. Narra failed to exercise the necessary care, and breached his respective duties of
good faith, care, and loyalty.

91. Narra breached his duties by engaging in self-dealing by advocating for and
facilitating execution of the Agreement with Indyzen even though it favored interests (including his
own) other than those of Parkridge, which he was obligated, as its CTO, to serve.

92. Narra also breached his duties by engaging in self-dealing by representing to
Parkridge, which he was obligated as its CTO to serve, that Indyzen had the skills and know-how to

successfully develop the Morfit App, when it did not.

STATEMENT OF CLAIMS 13



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 57 of 83

(b) — with the written consent of such of the JVC or the Party that the information
relates to;

(c) as may be required by law or by the rules of any recognised stock exchange,
or governmental or other regulatory body, when the Party concerned shall,
if practicable, supply a copy of the required disclosure to the other before it
is disclosed and incorporate any amendments or additions reasonably
required by the other and which would not thereby prevent the disclosing,
Party from complying with its legal obligations;

(d) to any tax authority to the extent reasonably required for the purposes of the
tax affairs of the Party concerned; or

(e) _ if the information comes within the public domain (otherwise than as a
result of the breach of this clause 22,3),

22.4. Bach Party shall inform (and shall use all reasonable endeavours to procure that the
JVC shall inform) any officer, employee or agent or any professional adviser advising
it in relation to the matters referred to in this Agreement, or to whom it provides
Confidential Information, that such information is confidential and shall require
them:

(a) _ to keep it confidential; and

(b) not to disclose it to any third party (other than those persons to whom it has
already been disclosed in accordance with the terms of this Agreement).

22.5. On termination of this Agreement, either Party may demand from the other and the
JVC the return of any documents containing Confidential Information in relation to
the first Party by notice in writing, whereupon the other Party shall (and shall use all

ve :

ic endeavours to ensure that the JVC

(a) return such documents; and

(b) destroy any copies of such documents and any other document or other
record reproducing, containing or made from or with reference to the
Confidential Information,

save, in each case, for any submission to or filings with governmental, tax or
regulatory authorities. Such return or destruction shall take place as soon as
practicable after the receipt of any such notice,

22.6. The obligations of each of the Parties in this clause shall continue without limit in
time and notwithstanding termination of this Agreement for any reason,

23. WARRANTY

23.1. From the Effective Date, each Party warrants with each other Party that:

28


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 63 of 83

Schedule 1

Core Intellectual Property
Trainer matching algorithm
Trainer ranking algorithm
Crowdfunding for fitness services
Video library done exclusively for fitness services
Photo morphing for fitness services
Uber for fitness services
Gamification utilizing “fitcoins”

Fitness center recommendation using “gym location”

List of “who's working out at a gym?”

Scheduling logic of calendars for personal trainers

Time based message expiration in chat

34



© FI DA Rw we we

10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 17 of 83

101. Narra knowingly and intentionally acted in the sole pursuit of his personal interest
and for the purpose of furthering Indyzen’s welfare.

102. Narra did not act in order to achieve any benefit for Parkridge in either the short term
or long term.

103. Narra’s actions were adverse to Parkridge’s interests.

104, Narra engaged in self-dealing, did not act in good faith, and failed to exercise a
reasonable amount of prudence and care as CTO, and therefore Narra breached his respective
fiduciary duties to Parkridge.

105. _Parkridge has been substantially damaged as a direct and proximate result of the
breaches of fiduciary duties by Narra.

106. Accordingly, Plaintiff Parkridge is entitled to judgment against Narra in an amount
to be determined at trial, including but not limited to the amount of harm incurred by Parkridge as a
result of the Agreement and the breach of fiduciary duties by Director and CTO Narra.

COUNT IT
AIDING AND ABETTING
BREACH OF FIDUCIARY DUTY UNDER CALIFORNIA LAW

107. Parkridge and Mak incorporate the allegations from the preceding paragraphs 1-106
as if fully set forth herein.

108. Narra owed Parkridge fiduciary duties of good faith, care, and loyalty.

109, As alleged above, Narra breached his respective duties of good faith, care, and
loyalty.

110. Narra was a founder, CEO, and member of Indyzen’s board of directors at the time
he was also Parkridge’s CTO.

111, There exists a unity of interest between Narra and Indyzen such that any

individuality and separation between them has ceased to exist.

STATEMENT OF CLAIMS 15



or DNA BR WH

NY MY bY YM KY NY Wb — —
2UAKTREOSRRESQCRIARDEDEHR=AIS

Case 4:16-cv-07387-KAW Document 32-4

Adam Wolek

Brian Noack

Wolek & Noack

333 S. Wabash Avenue
Suite 2700

Chicago, IL 60604
P:312.860,9006

F: 708.843.0509
adamw@wonoip.com
briann@wonoip.com
Attorneys for Claimants Parkridge Ltd.

and Mabel Mak

MAK, an individual,

v.

On Behalf of PARKRIDGE LIMITED, a Hong
Kong corporation, by Mabel Mak, and MABEL)

INDYZEN, INC., a California corporation, and)
PRAVEEN NARRA KUMAR, an individual,

Filed 12/14/17 Page 3 of 83

AMERICAN ARBITRATION ASSOCIATION

CALIFORNIA, SAN

Plaintiffs,

Defendants.

STATEMENT OF CLAIMS

JOSE DIVISION

DEMAND

Case No.:



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 38 of 83

3.6. Notwithstanding anything else in this Agreement, PN agrees that Mabel may, at her
absolute discretion, transfer from the Mabel Shares to Robin 0.5208% of the total
shares of the JVC (“Robin Shares”), Such shares shall only be transferred or issued
to Robin in stages, within the period of May 2014 to September 2014.

3.7, PN shall waive all pre-emption rights arising in connection with any transfer by
Mabel of the Robin Shares to Robin, 4

3.8. For the avoidance of doubt, PN shall not be expected to transfer any PN Shares to
Robin.

3.9, However and subject to clause 13, if additional shares beyond the Robin Shares are
required to be transferred to Robin or to other future Shareholders, both Mabel and
PN shall participate pari passu in such share transfer and their respective percentage
of shareholding in the JVC shall be reduced accordingly,

4 MANAGEMENT STRUCTURE OF THE JVC
41, The chairman and chief executive officer shall be Mr. Randy Gene Dobson.
4.2, The vice chairman and chief technology officer shall be Mr, Praveen Kumar Narra.

4.3. The company secretary shall be Secreco Limited with a head office is located at the
8" Floor, Gloucester Tower, the Landmark, 15 Queen's Road Central, Hong Kong.

4.4, — The auditors shall be
4.5, The bankers shall be Hong Kong and Shanghai Bank Corporation (Hong Kong).

4.6. The Financial Year shall end on 31 December in each year.

5. BOARD OF DIRECTORS

5.1. The Board has responsibility for the supervision and overall management of the JVC
and its Business, in a manner which is consistent with the then current Business Plan
as approved by the Directors from time to time.

5.2. The Board shall initially consist of three Directors and Mabel shall have the right to
nominate two Directors for appointment and PN shall have the right to nominate one
Director for appointment, provided that in the event PN’s total shareholding in the
JVC shall for any reason fall below 10%, his entitlement to nominate one Director
shall cease. If the Shareholders unanimously agree, the number of Directors
comprising the Board may be increased from time to time. Each Shareholder agrees
to procure the appointment of the Directors nominated by the other Shareholder in the
manner set out in this clause,

den


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 80 of 83

Schedule B
CorelntellectualProperty

«Trainer matching algorithm

« Trainer ranking algorithm

e Crowdfunding for fitness services

» Video library done exclusively for fitness services (does not include technology developed py Byji
Inc.)

» Photo morphing for fitness services

° Uber for fitness services

2 Gamification utilizing “fitcoins"

«Fitness center recommendation using “gym location’

e List of -who's working out at a gym?”

« Scheduling logic of calendars for personal trainers

« Time based message expiration in “Che
()

Page 13 of 1



oO N DWH PF WHY He

RYN YY NY NY NY NY NH YR eR RR BE RB RE Se
ont nun WY SF OCD ON DA FPF WN KF SS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 26 of 83

176. Narra’s representations were also false because $120,000 was not a discount and/or
was not lower than the usual cost of developing such an application.

177. As CEO of Indyzen, Narra controlled Indyzen and accordingly, at the time he made
the misrepresentations, he knew and/or had no reasonable ground to believe that Indyzen was the
best possible value for software development services.

178. Narra intended to induce Parkridge to contract with Indyzen so that he, as CEO of
Indyzen, and Indyzen, his company, could profit from the Agreement with Parkridge, to the
detriment of Parkridge.

179. At the time that Narra misrepresented that Indyzen was the best value for software
development, Narra intended to make a substantial profit by overcharging Parkridge for an inferior
application.

180. Parkridge was unaware Narra’s representations were false, and justifiably relied
upon Narra’s assurances when it agreed to contract with Indyzen and subsequently signed the
Agreement with Indyzen.

181. Narra’s fraudulent misrepresentations are the direct and proximate cause of
Parkridge’s injuries.

182. Accordingly, Plaintiff Parkridge is entitled to judgment against Narra in an amount
to be determined at trial, including but not limited to the amount of harm incurred by Parkridge as a
result of the Agreement and Narra’s fraudulent misrepresentations.

COUNT VII
FRAUDULENT CONCEALMENT
183. Parkridge and Mak incorporate the allegations from the preceding paragraphs 1-182

as if fully set forth herein.

STATEMENT OF CLAIMS 24



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 2 of 83

@ American Arbitration Association COMMERCIAL ARBITRATION RULES
Dispute Resolution Services Worldwide DEMAND FOR ARBITRATION

MEDIATION: If you would like the AAA to contact the other parties and attempt to arrange a mediation, please check this box.
There is no additional administrative fee for this service,

Name of Respondent Name of Representative (if known)
INDYZEN, INC. and PRAVEEN NARRA KUMAR Mark Figueiredo
Address Name of Firm (if applicable)
2033 Gateway Place, Ste. 500 Structure Law Group, LLP
Representative’s Address
1754 Technology Drive, Suite 135
City State | Zip Code City State | Zip Code
San Jose CA_| 95110- San Jose CA__| 95110-
Phone No, Fax No. Phone No. Fax No.
(408) 441-7500 (408) 228-8787,
Email Address: Email Address:
mrf@structurelaw.com
The named claimant, a party to an arbitration agreement dated January 5, 2015 , which provides for arbitration under the
Commercial Arbitration Rules of the American Arbitration Association, hereby demands arbitration.
‘THE NATURE OF THE DISPUTE

Please see attachment, attached herein. In summary, Defendants’ breached fiduciary duties under California and Hong Kong law,
aided and abetted breaches of fiduciary duties under California law, breached a contract, fraudulently misrepresented facts, and
fraudulently concealed facts under California law.

Dollar Amount of Claim $2,800,000.00 Other Relief Sought: ® Attomeys Fees & Interest
® Arbitration Costs & Punitive/ Exemplary 0 Other

Amount Enclosed $ 7,000.00 In accordance with Fee Schedule: OFlexible Fee Schedule Standard Fee Schedule

PLEASE DESCRIBE APPROPRIATE QUALIFICATIONS FOR ARBITRATOR(S) TO BE APPOINTED TO HEAR THIS DISPUTE:
Familiar with modern day app technology, and costs and resources associated with developing mobile phone applications.

Hearing locale. (check one) 0 Requested by Claimant & Locale provision included in the contract
Estimated time needed for hearings overall: ‘Type of Business: Claimant Health Fitness App
hours or __10.00 days Respondent App Development Co. & CEO

Is this a dispute between a business and a consumer? (Yes ® No Does this dispute arise out of an employment relationship? @ Yes 0 No

If this dispute arises out of an employment relationship, what was/is the employee’s annual wage range? Note: This question is required
by California law. DLess than $100,000 0 $100,000 - $250,000 § Over $250,000

You are hereby notified that a copy of our arbitration agreement and this demand are being filed with the American Arbitration
Association with a request that it commence administration of the arbitration. The AAA will provide notice of your opportunity
to file an answering statement.

Signature (may be signed by a representative) Date: Name of Representative

s/ Adam Wolek 6/8/17, Adam Wolek

‘Name of Claimant ‘Name of Firm (if applicable)

Parkridge, Ltd. & Mabel Mak Wolek & Noack

Address (to be used in connection with this case) Representative’s Address

Contact through attorney. 333 S, Wabash Ave., Ste. 2700

City State | Zip Code City State | Zip Code
Chicago IL 60607-

Phone No. Fax No. Phone No, Fax No.
312-860-9006 708.843.0509

Email Address: Email Address:
adamw@wonoip.com

To begin proceedings, please send a copy of this Demand and the Arbitration Agreement, along with the filing fee as
provided for in the Rules, to: American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100
Voorhees, NJ 08043. Send the original Demand to the Respondent.

Please visit our website at www.adr.org if you would like to file this case online. AAA Case Filing Services can be reached at 877-495-4185.



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 50 of 83

within the said 30 day offer period, the Remaining Shareholders shall be deemed to
have rejected the Third Party Offer.

17,3, If the Remaining Shareholders accept the Third Party Offer, the sale of the
Remaining Shareholders’: shares shall be conditional upon completion of the
Transferring Shareholder's proposed sale of shares to the Third Party Purchaser, and
the sale of the Transferring Shareholder’s shares shall be conditional upon completion
of the sale of the Remaining Shareholders’ shares to the Third Party Purchaser in
accordance with the Third Party Offer, and both sales shall be completed at the same
time. If the Remaining Shareholders reject the Third Party Offer (or is deemed to
have rejected it in accordance with clause 17.2), the proposed sale of the Transferring
Shareholder's Shares to the Third Party Purchaser shall take place on the date falling
no later than 30 Business Days from the date the Remaining Shareholders rejected the
‘Third Party Offer.

20


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 34 of 83

THIS SHAREHOLDERS’ AGREEMENT (“Agreement”) is entered into as of | January
2015 (“Effective Date”), by and between:

(0) Ms. Mabel Mak, an individual with passport no. BA686615 issued by the
Immigration Department, the Government of the Hong Kong Special Administrative
Region with a residential address at 11A Bo Shek Mansion Block 1, 328 Sha Tsui
Road, Tsuen Wan, Hong Kong (“Mabel”); and

@) Mr, Parasurama Naidu Narva, an individual with passport no. P3307180 issued by
Consular, Passport and Visa Division, Ministry of External Affairs, Government of
India with a residential address at 19-9-11/2, Lakshmi Puram, Tituchanoor Road,
Tirupati, A.P - 517301, India (“PN*).

Each party is referred to as “Party” and collectively referred to as “Parties”,
BACKGROUND

This Agreement is entered into for the purpose of regulating the relationship between the
Parties as the Shareholders of the JVC and setting out the rights and obligations of the Parties
in respect of the JVC.

AGREED TERMS

1. INTERPRETATION

1.1, The definitions and rules of interpretation in this clause apply in this Agreement.

Articles of Association: memorandum and articles of association of the JVC as may
be amended or supplemented from time to time.

Beta Version: a version of the Product that is made available for testing by a limited
number of users outside the J VC before its general release.

Board: board of directors of the JVC as constituted from time to time,
Business: has the meaning given in clause 2.

Business Day: a day (other than a Saturday or Sunday) when banks in Hong Kong
are open for business.

Business Plan: has the meaning given in clause 9.
Confidential Information: has the meaning given in clause 22.

Control; in relation to a body corporate, means the power of a person to secure that
the affairs of the body corporate are conducted in accordance with the wishes of that
person:

(a) _ by means of the holding of shares, or the Possession of voting power, in or
in relation to that or any other body corporate; or

he


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 43 of 83

(a) from holding for investment purposes only any units of any authorised unit
trust;

(b) from holding for investment purposes only not more than 10 % of any class
of shares or securities of any company whose shares are publicly listed; or

(c) acquiring a holding of shares in a company or other undertaking engaged in
a business that competes with the Business of the JVC if the competing
business contributes less than five percent of the annual turnover of such
company or undertaking.

8.7. Each of the covenants in this clause is considered fair and reasonable by the Parties,
but if any such restriction is found to be unenforceable but would be valid if any part
of it were deleted or the period or area of application reduced, the restriction shall
apply with such modifications as may be necessary to make it valid and effective,

% THE BUSINESS PLAN

9.1. ‘The Business Plan is an annual business plan for the JVC prepared by the JVC and it
shall include in relation to the Financial Year to which it relates:

(a) acashflow statement giving:
(i) an estimate of the working capital requirements; and

(ii) an indication of the amount (if any) that it is considered prudent to
retain, for the purpose of meeting those requirements, out of those
profits of the previous Financial Year that are available under the
laws of Hong Kong for distribution to Shareholders;

(b) a monthly projected profit and loss account;

(c) an operating budget (including capital expenditure requirements) and
balance sheet forecast;

(d) _amanagement report giving business objectives for the Financial Year; and

(e) a financial report which shall include an analysis of the estimated results of
the JVC for the previous Financial Year compared with the Business Plan
for that year, identifying variations in sales revenues, costs and other
material items.

9.2, The Business Plan for each Financial Year shall be:

(a) _ prepared by the Board within 45 Business Days of the end of the preceding
Financial Year (the first day being the first day of the Financial Year to
which the plan relates); and

(b) adopted and approved by the Parties in accordance with this Agreement as
soon as possible after it has been prepared,


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RP NNN HK wv =
S2XRRREESRRPSGCRSERRGFCESE IS

Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 29 of 83

DATED; June 8, 2017

(692106-v1/7065-04600

STATEMENT OF CLAIMS

circumstances,

5. Award Parkridge all of its costs and reasonable attorneys’ fees in this action as
authorized by the Agreement and other applicable laws; and

6. Grant to Parkridge such other relief as may be just and warranted under the

Respectfully submitted,

By: /s/ Adam Wolek
Adam Wolek

Brian Noack

Wolek & Noack

333 S. Wabash Avenue
Suite 2700

Chicago, IL 60604
P:312.860.9006

F: 708.843.0509
adamw@wonoip.com
briann@wonoip.com
Attorneys for Claimants Parkridge Ltd.
and Mabel Mak



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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 13 of 83

67. For iOS, Android and Web users, the platform caps video uploaded at 8.5MB.

68. iOS, Android and Web users were unable to scroll their newsfeed, tap a notification
to go to the corresponding post, load additional posts, or receive notifications for comments.

69. Indyzen failed to deliver the Morfit App or any other deliverables produced in
accordance with Schedule A, Phase I, or Phase II, to Parkridge.

70. — Accordingly, Parkridge could not verify whether iOS, Android or Web users could
chat with friends via the Morfit App, or whether the Morfit App was built using third party and/or
open source software modules.

71. Indyzen also refuses to provide Parkridge with the source or object code of the
Morfit App.

72. Indyzen’s ongoing delay has prevented Parkridge from launching the Morfit App on
time, or at all.

73. Because of these delays, Parkridge has lost and is continuing to lose business,
goodwill, customers, and is failing to fulfill promises to third parties.

TA. Parkridge has repeatedly requested that Indyzen and/or Narra cease withholding
delivery of its products.

75. Defendants, however, have rejected all of Plaintiff's reasonable requests to settle the
matter amicably.

76. In order for Parkridge to authorize certain decisions, like commencing litigation, the
directors who together represent at least 80% of Parkridge’s total share capital have to unanimously
agree to authorize the matter, but because Narra’s father purports to be a shareholder, his consent

would purportedly be required and given but for his relationship with his son.

STATEMENT OF CLAIMS 11



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 65 of 83

Schedule 3
Mabel Mak’s Contribution to the JVC

1. To provide domain and industry expertise to the Business.

2. To provide professional support in the form of financial oversight, legal services and
corporate finance and administrative services.

3. To register the Intellectual Property with the relevant authorities,

4. To provide initial funding of the Business up to a maximum amount of USS 1,000,000 in
the form of a loan.

36


Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 810

SCHEDULE C
Secured Promissory Note

CUSTOMER (MAKER): Parkridge Limited
HOLDER: Indyzen Inc.
PRINCIPAL: See Exhibit A
INTEREST RATE 10% per annum
EFFECTIVE DATE: May 16, 2015
DUE DATE: May 16, 2020
4 Obligation, FOR VALUE RECEIVED. Parkridge Limited, a company establishe

the laws of Hong Kong (the “Customer") promises to pay to the order of Indyzeninc, a company or,
and existing under the laws of the State of California ("Holder") the principal balance to be liste

f 83

under
anized
under

Exhibit A (the “Principal”), attached herein, together with interest thereon a 10% per annum on the terms

set forth in this Secured Promissory Note (the “Note ’)

2 Calculation of Principal The parties subject to this Note have entered into a spparate

Software Development and License Agreement (the “Agreement’). Per the Agreement. Holder
together a team of twenty-four (24) full-time personnel to develop software for Customer at a dist
development fee of $45 per person per hour

All put
ounted
(the

“Development Fee") Holder will invoice Customer biweekly for the Development Fee and additional

services from the Holder. Customer will pay one-half of the Development Fee within fourtel

en (14)

Business Days of receiving the invoice from Holder. and the full amount of any other fees due to Holder

The remaining one-half of the Development Fee will be added to the Aggregate Total listed under
A of this Note.

3 Payment Customer will make interest only payments once a year upon the
anniversary of the Effective Date of this Note. The outstanding Principal and unpaid interest shall

Exhibit

yearly
be due

and payable on the fifth anniversary of the Effective Date of this Note. or. upon a fifleen-Businegs Days
(15) notice of demand by Holder which may not be made within the first three (3) years of the Effective
Date of this Ncte This Mote is payable at the Holder's address or such other place as the Holder may

designate in writing.

4 Fixed Interest Rate. The interest rate on this Note shail be fixed at the simple raty
percent (10%) per annum

of ten

5 Default. Customer will be in default under this Note if Customer fails to make any payment

required by this Note when due. Upon any default by Customer under this Note. Holder may pu
legal and equitable remedies and shall be entitled to recover from Customer reasonable attorne
and costs of collection

6. Usury. In no event will the interest rate hereunder exceed that permitted by apy
law. If any interest or other charge is finally determined by a court of competent jurisdiction to exc
maximum amount permitted by law. the interest or charge shall be reduced to the maximum perm
law. and Holder may credit any excess amount previously collected against the balance due or reft
amount to Customer

7 Security As security for the prompt and complete payment and performance in
Customer of all outstanding amounts owed under this Note (the “Obligation"), Holder wil
possession of the source code for all Intellectual Property developed by Holder pursuant
Agreement (the “Collateral")

A

Paye 14 of Io

sue ail
s' fees

hcable
ed the
tted by
ind the

full by
retain
to the



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 51 of 83

18.

18.1.

18.2,

18.3,

18.4.

18,5,

18.6,

18.7,

18.9,

EXPERT

An Expert is a person appointed in accordance with clause 14 to resolve a matter
arising under this Agreement.

‘The Parties shall endeavour to agree on the appointment of an independent Expert
and to agree the terms of appointment with the Expert.

If the Parties are unable to agree on the appointment of an Expert within 10 Business
Days of either Party serving details of a suggested expert on the other, either Party
shall then be entitled to request a big four accounting firm to appoint an Expert of
repute with international experience in the valuation of social media platforms and
agree on the Expert's terms of appointment,

‘The Expert is required to prepare a written decision and give notice (including a
copy) of the decision to the Parties within the time frame set forth in clause 14.6,

If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the
decision within the time required by clause 14:

(a) _ either Party may apply to discharge the Expert and to appoint a replacement
Expert with the required expertise; and

(b) clause 14 applies in relation to the new Expert as if he were the first Expert
appointed.

All matters under clause 14 shall be conducted, and the Expert’s decision shall be
written, in the English language.

‘The Parties are entitled to make submissions to the Expert and shall provide (or
procure that others including the JVC provide) the Expert with such assistance and
documents as the Expert reasonably requires for the purpose of reaching a decision
subject to the Expert agreeing to give such confidentiality undertakings as the Parties
may reasonably require,

To the extent not provided for by clause 14, the Expert may, in his reasonable
discretion, determine such other procedures to assist with the conduct of the
determination as he considers just or appropriate, including (to the extent he
considers necessary) instructing professional advisers to assist him in reaching his
determination.

Each Party shall, with reasonable promptness, supply (and procure that others
including the JVC supply) each other with all information and give each other access
to all documentation and personnel as the other Party reasonably requires to make a
submission.

21



Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 53 of 83

19.3. Upon the notice of termination served under clause 19.1, the JVC shall be liquidated
as provided hereinafter.

(a) At the time of liquidation, the JVC is actively engaged in the Business and
is unable to make profits under existing circumstances and/or with the
existing assets, the General Meeting of Shareholders shall adopt a decision
to dissolve the JVC and form a liquidation committee consisting of five
members, of which three members are appointed by Mabel and two
members are appointed by PN (“Committee”) in accordance with the laws
of Hong Kong. Alll decisions of the Committee will be made on the basis of
the approval of at least 75% of the total number of members of the
Committee. The Committee shall be under the direction of the General
Meeting of Shareholders and shall assist the General Meeting of
Shareholders in the liquidation of the JVC. The value of the JVC shall be
established by the Committee which shall be entitled to delegate the
valuation to qualified independent appraisers, appointed at the cost of the
JVC. The appraisers may be qualified accountants or auditors. Such
appraisers shall value the JVC on a going-concern basis with reference to
the previous profitability of the JVC, the current market share of the JVC
and the future prospects of the JVC, In making such valuation, the
appraisers shall take into account the debts and liabilities of the JVC, The
appraisers shall also take into account the existence of any continuing
relevant agreements.

(b) The Committee shall first offer the JVC as a going concern for purchase by
the Parties. The Parties shall also have the right of first refusal for the
purchase of such Assets at the fair market value of such Assets, taking into
account the future use that may be made of them and any costs associated
with their future use including but not limited to removal and transportation
costs, The offer shall be made in writing and shall stipulate the value of the
JVC as being the value ascertained by the appraisers. The offer shall be for
a purchase in cash of the whole of the JVC. The offer shall remain open for
acceptance for a period of 30 Business Days from the date of the offer.

(c) If one of the Parties hereto shall within such 30 days period indicate in
writing its acceptance of the offer and the terms upon which it is willing to
accept the offer, it shall, have a further 30 Business Days within which to
make payment. If both wish to purchase, they shall forthwith negotiate with
the Committee in relation to the price they are willing to pay and the
Committee, subject to the laws of Hong Kong will accept the higher bid and
the period of 30 Business Days shall run from the date on which the bid is
accepted,

(d) Payment by the purchasing Party shall be made against the transfer to the
purchasing party or to its nominee of the Assets and Business of the JVC as .
a going concern in such form as may be reasonably required by the
purchasing Party and, in particular, shall include the benefit of any

24


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Case 4:16-cv-07387-KAW Document 32-4 Filed 12/14/17 Page 16 of 83

93. Narra further breached his duties by engaging in self-dealing by representing to
Parkridge, which he was obligated as its CTO to serve, that the price Indyzen offered was the best
possible value for the Morfit App, despite knowing that the Morfit App could be built at a lower
price.

94. Furthermore, Narra breached his duties by engaging in self-dealing by representing
to Parkridge, which he was obligated as its CTO to serve, that Indyzen would make the Morfit App
operational in time for Parkridge’s planned launch, when he either knew Indyzen could not do so or
he had no reasonable basis for believing Indyzen could do so.

95. Additionally, Narra breached his duties by designing the Agreement to benefit
himself and his company, and not in a genuine effort to advance the welfare of Parkridge.

96. Narra also breached his duties by acting in bad faith and failing in his duty as
Parkridge’s CTO, to make a reasonable inquiry about other entities, aside from his own, that could
have successfully built the Morfit App at a lower price.

97. Narra breached his duties by neglecting to require Indyzen to provide Parkridge with
presentations and updates during Phase I and Phase II development, which would have been in
Parkridge’s best interests.

98. Narra further breached his duties by acting in bad faith and failing in his duty as
Parkridge’s CTO, to advise Dobson to perform acceptance testing during Phase I and Phase II of the
Morfit App development, which would have been in Parkridge’s best interests.

99. Narra also breached his duties by acting against Parkridge’s best interests by
representing to Dobson that the Morfit App met the Agreement’s specifications in order to induce
Dobson to give quality and acceptance approval.

100. Narra failed to act in the best interest of Parkridge, and instead acted in his own

interest, as CEO of Indyzen, and in the interests of Indyzen.

STATEMENT OF CLAIMS 14