alendar Lines 3 – 4

(1) Cross-Defendants’ Demurrer of Counts Three, Five, Seven, Eight, and Nine (2) Motion to Strike Allegations in Ron Merom’s Cross-Complaint

Factual and Procedural Background

First Amended Complaint

Founded in January 2017, plaintiff Finclusion Labs, Inc. dba WeTrust (“Finclusion”) creates decentralized, peer-to-peer financial solutions that promote financial inclusion. (First Amended Complaint (“FAC”), ¶1.) In conjunction with formation of Finclusion, each co- founder, including defendant Ron Merom (“Merom”), was granted 25% of the company’s outstanding stock, subject to a vesting agreement entered into at a later date (“Vesting Agreement”). (FAC, ¶3.) Pursuant to the Vesting Agreement, if any co-founder separated from the company within one year of his respective stock grant, his shares would not vest, they would revert back to the company, and he would not be entitled to retain ownership of any company stock. (Id.) Defendant Merom was terminated prior to the