21 CV375422

Santa Clara — Civil

E'ectronlcally Filed
1 JOHN s. DURRANT (SBN 217345)
john@durrantlawfirm.com by SUperior court Of CA’
2 THE DURRANT LAW FIRM, APC County 0f Santa Clara,
2337 Roscomare Road, No. 2-180 on 3/30/2021 2:24 PM
3 Los Angeles, California 90077 Reviewed By: L. Quach-Marcella
Telephone: (424) 273-1962 Case #21 cv375422
4 E nve ape 6 1 39 744
I :

Attorneys for Defendant and Cross—Complainant Frank Fu

5

8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 FOR THE COUNTY OF SANTA CLARA

10 TEMUJIN LABS INC., a Delaware CASE NO. 21CV375422
corporation,
11 CROSS-COMPLAINT FOR
Plaintiff,
12 1. FRAUD
V. 2. NEGLIGENT MISREPRESENTATION
13 3. BREACH OF THE COVENANT OF
FRANKLIN FU, an individual, GOOD FAITH AND FAIR DEALING
14 4. BREACH OF CONTRACT
Defendant. 5. QUANTUM MERUIT
15
DEMAND FOR JURY TRIAL
16 FRANK FU, an individual
File Date: January 4, 2021
17 Cross—Complainant,

18 V.

19 LILY CHAO (A/K/A TIFFANY CHEN,

A/K/A YUTING CHEN), DAMIEN DING
20 (A/K/A DAMIEN LEUNG, A/K/A TAO
DING),TEMUJIN LABS INC. (A/K/A
21 FINDORA), a Delaware corporation,
TEMUJIN LABS INC. (A/K/A
22 FINDORA), a Cayman Corporation, and
DOES 1-20,
23
Cross—Defendants.
24

25

26

27

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 Cross—Complainant Frank Fu (“Mn Fu”) alleges upon knowledge as to his own acts and

upon information and belief as t0 the acts of others as follows against Cross—Defendants Lily Chao

(a/k/a Tiffany Chen, a/k/a Yuting Chen) (“Chao”), Damien Ding (a/k/a Damien Leung, a/k/a Tao

Ding) (“Ding”), Temujin Labs Inc. (Cayman) and Plaintiff and Cross—Defendant Temujin Labs

Inc. (Delaware) (together, “Temujin”), and Does 1-20:

NATURE OF THE ACTION

1. The hard truth at the core of this Cross-Complaint is that Cross-Defendants Chao

and Ding are opportunists and liars. They co-founded a fintech company called Temujin, and,

through a sophisticated web 0f deception, lured a brilliant and accomplished team to the company.

10 Chao and Ding were neither good businesspeople nor good people. They lied about almost

11 everything t0 almost everyone: from Chao and Ding’s actual names, to their marital status, to

12 their business connections, to the maturity 0f Temujin’s technology, t0 the structure 0f their

13 business, t0 certain important compliance issues, to deal terms, t0 the funding and prospects of

14 Temujin.

15 2. The lies initially worked. The team Chao and Ding lured to Temujin was

16 exceptionally accomplished, drawn largely from the doctoral program in Stanford University’s

17 elite cryptography program. The team set t0 work 0n a blockchain technology that would allow

18 secure and secret transactions that could be verified despite the anonymity. While Chao and Ding

19 had little expertise themselves, the team were world-class experts in cryptocurrency and

20 blockchain technologies, which involve highly advanced mathematics and computer science.

21 3. Frank Fu was part 0f this team. Hired as a consultant 0n a mutually at-Will deal,

22 Mr. Fu is a globally respected expert in blockchain and cryptocurrency matters. He is a prolific

23 entrepreneur and accomplished investor, having founded and advised several blockchain, mobile

24 consumer application, and digital media start-ups in both the United States and Asia. For instance,

25 he led the global branding, product development, business operations, and strategic development

26 0f two maj or Chinese software companies (Meitu and Kingsoft), helping the companies acquire

27 over 800 million combined new mobile subscribers around the world. He also was a Vice

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 President and General Manager 0f Bitfone, a pioneer in Mobile Device Management Which HP
acquired for $160 Million. He was formerly the Managing Director of Fenbushi Capital, a venture

capital and private equity firm. He is currently a venture partner 0f Fenbushi Capital and the CEO
0f Math Wallet, a multi-platform (mobile/desktop/extension/hardware) universal cryptocurrency

wallet that enables storage of all BTC, ETH, Polkadot, Filecoin, EOS, Solana, BinanceChain,

Cosmos tokens, among others. Mr. Fu has been an angel investor for many successful companies,

including numerous blockchain and cryptocurrency companies. He has a proven eye for great

ideas and Winning teams. He has a strong track record and is known for his fintech expertise, his

connections, and cross—border deal-making skill. In short, he is the kind 0f person you want on

10 your team if you are starting a fintech company, particularly one With operations 0r customers in

11 both Asia and the Silicon Valley. The Complaint is nothing more than an attempt t0 sully this

12 sterling reputation with yet more lies manufactured by Chao and Ding.

13 4. As a prized consultant in the Fintech industry, Mr. Fu commands rates for his

14 consulting services well in excess of $1,000 per hour. Even at these high rates, Mr. Fu’s services

15 are in high demand and he must choose carefully how he spends his time.

16 5. Based on a farrago 0f intentional lies, deceptions, misstatements, and omissions,

17 Chao and Deng persuaded Mr. Fu t0 sign an August 5, 2019 “Advisory Services” contract

18 between Temujin and Mr. Fu (the “Consulting Contract”), a copy 0f which is attached and

19 incorporated by reference hereto as Exhibit A. Under the terms of the Consulting Contract,

20 Mr. Fu agreed to advise Temujin.

21 6. As set forth below, Chao and Ding claimed t0 lack the funds to pay Mr. Fu money,

22 so offered him a grant of both equity and Temujin “FIN tokens” in exchange for his services.

23 Mr. Fu had a plenary right t0 terminate the Consulting Contract 0n tWO-day’s notice. In addition

24 to the lies that preceded the execution of the Consulting Contract, Chao and Ding made numerous

25 additional fraudulent misrepresentations and omissions through the approximately 14-month

26 course of Consulting Contract t0 induce Mr. Fu not to terminate the Consulting Contract and not

27 to exercise his right to terminate the Consulting Contract on two days’ notice and discontinue his

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 services to Temujin. In addition t0 advising Temujin, Mr. Fu relied 0n Chao and Ding’s

misrepresentations in introducing his valuable network to Temujin, Chao, and Ding.

7. Now, the quality of Mr. Fu and the Temujin team proves Chao and Ding

undeniable skill as swindlers. But, over time, the truth has a way 0f finding its way into the light.

And that happened here. Among other things, Mr. Fu learned that Chao and Ding were lying t0

potential investors t0 raise money, exposing everyone at Temujin to reputational harm and

potentially legal risks.

8. By October 2020, Mr. Fu had seen enough. He left, as was his right under his

contract with Temujin. In or around that same time period, Mr. Fu is informed and believes that

10 other team members left Temujin as well.

11 9. Chao and Ding were furious at Fu and the others. Chao and Ding’s elaborate

12 Charade had amounted to nothing. Rather than taking responsibility for their actions, they lashed

13 out. They filed abusive suits against several former Temujin personnel, including Mr. Fu in this

14 case. The Complaint in this case, for instance, advances inflammatory claims against Mr. Fu that

15 are complete fabrications, and a theory of wrongdoing that would make no practical 0r business

16 sense and, even if true, would produce no damages.

17 10. Chao and Ding’s strategy of using lawsuits as an instrument of misleading public

18 relations should fool n0 one. As set forth below, Mr. Fu is the truly aggrieved party, along with

19 the others Chao and Ding ensnared in their corrupt actions.

20 11. As of this writing, Mr. Fu has received absolutely n0 compensation for his services

21 to Temujin, has been subj ected to this abusive lawsuit, and has had his reputation for integrity and

22 sound judgment harmed. Mr. Fu has suffered damages in an amount t0 be proven at trial but well

23 in excess 0f the jurisdictional minimal 0f this court. In addition, Chao, Ding, and Temujin’s

24 actions constitute intentional, fraudulent wrongdoing and warrant punitive damages.

25

26

27

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 THE PARTIES
12. At all times mentioned herein, Mr. Fu has resided in Palo Alto, California.

13. On information and belief, Defendant Chao is an individual residing in Atherton,

California.

14. On information and belief, Defendant Ding is an individual residing in Atherton,

California, and — along With Chao — dominates and controls Temujin.

15. On information and belief, at all times mentioned herein, Temujin Labs Inc.

(Delaware) was and is a Delaware corporation registered With the California Secretary of State and

purporting t0 do business in Santa Clara County under the trade name “Findora” and with its

10 purported principal place of business in Santa Clara County, California.

11 16. On information and belief, Temujin Labs Inc. (Cayman) is a foreign company

12 organized under the laws 0f the Cayman Islands purporting to d0 business in Santa Clara County

13 under the trade name “Findora” and with its purported principal place of business in Santa Clara

14 County, California. On information and belief, Temujin Labs Inc. (Cayman) Wholly owns

15 Temujin Labs Inc. (Delaware).

16 17. The true names and capacities, whether individual, corporate, or otherwise, 0f

17 Cross—Defendants named herein as DOES 1-20, inclusive, are unknown to Mr. Fu. Mr. Fu

18 therefore sues said Cross—Defendants by such fictitious names pursuant t0 California Code 0f Civil

19 Procedure Section 474. Mr. Fu will amend this Cross—Complaint t0 set forth the true names and

20 capacities of said Cross—Defendants When they are ascertained. Mr. Fu is informed and believes,

21 and 0n that basis alleges, that each of said Cross—Defendants, including DOES 1-20, inclusive,

22 participated in all or some of the acts as alleged hereinafter and are liable t0 Mr. Fu as alleged

23 herein.

24 18. Chao, Ding, Temujin, and DOES 1-20 are collectively hereinafter referred to as

25 “Cross—Defendants.”

26 19. Mr. Fu is informed and believes and 0n that basis alleges that (i) each Cross-

27 Defendant was the agent, co-conspirator, employee, employer, or aider and abettor 0f one or more

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 0f the other; (ii) all times herein mentioned, there existed a unity of interest and ownership among

Chao, Ding, Temujin, and DOES 1-20, such that any individuality and separateness between them

ceased; (iii) each such Cross—Defendant was and is the alter ego of each of the other Cross-

Defendants; and (iv) each of the Cross—Defendants, was acting Within the course and scope of such

agency, and/or acting in furtherance 0f such conspiracy, and/or aiding and assisting one 0r more 0f

the other Cross—Defendants in committing the wrongful acts alleged herein, and is liable to Mr. Fu

as alleged herein.

JURISDICTION AND VENUE

20. This Court has personal jurisdiction over Temujin because it has appeared in this

10 Court and because it purports to regularly conduct business in Santa Clara County, California.

11 21. On information and belief, this Court has personal jurisdiction over each of Chao

12 and Ding because they regularly conduct business in Santa Clara County, California.

13 22. Venue is proper in this Court because Temujin operated in Santa Clara County,

14 California and this case arises from Temujin’s wrongdoing in Santa Clara County, California.

15 FACTUAL ALLEGATIONS
16 I. Chao and Ding Fraudulently Induce Mr. Fu t0 Join Temujin

17 23. On or about July 12, 2019, Chao and Ding met with Mr. Fu at one of their luxury

18 residences. In that meeting and in subsequent conversations, Chao and Ding tried t0 induce

19 Mr. Fu t0 provide consulting services t0 Temujin. Ultimately these efforts secured Mr. Fu’s

20 agreement t0 the Consulting Contract.

21 24. By this time, Temujin had a strong engineering team that included several

22 Stanford Ph.Ds. and former—PhD. candidates from the Stanford cryptography department as well

23 as the former manager of the Stanford Endowment Fund. Mr. Fu recognized the exceptional

24 quality in this team, but — even so — would not have agreed to associate with Temujin if Chao and

25 Ding had told him the truth about themselves.

26 25. Without limitation, and unbeknownst t0 Mr. Fu, Chao and Ding — Who operated as

27 a unified team in their misrepresentations — lied about the following basic facts in or about

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 July 2019 and early August 2019, prior to Mr. Fu’s execution of the Consulting Contract with

Temujin:

a. Their true identities. On information and belief, Chao has

previously used the names Tiffany Chen, Yuting Chen, and other names t0

conceal her true identity and Ding has used the names Damien Leung, Tao

Ding, and other names in an effort to conceal his true identity. On

information and belief, the “Alex Wang” Who signed the Consulting

Contract is an alias used by Chao and Ding; no one seems to have ever met

an “Alex Wang” associated with Temujin.

10 b. Their marital status. Chao and Ding presented themselves as

11 husband and Wife at the time 0f Mr. Fu’s initial involvement but presented

12 themselves publicly as a sister— and brother—in-law, but, 0n information and

13 belief, have some other relationship that has been concealed.

14 c. The maturity of Temujin’s technology. Chao and Ding claimed

15 that the Temujin technology, which would allow verifiable by anonymized

16 blockchain transactions, was mature and close to launch at the time Mr. Fu

17 entered the Consulting Contract. This was not true. While Temujin had an

18 excellent team, who worked very hard to develop the technology, the

19 Temujin product was not close to launch in this time period, as Chao and

20 Ding falsely told Mr. Fu.

21 d. Other investments and investors in Temujin. Chao and Ding also

22 lied about other investments that had been made into Temujin to entice

23 Mr. Fu to consult for Temujin. The false perception that Temujin was a

24 thriving business, and an attractive investment opportunity was essential t0

25 attracting talent to the company.

26 26. Mr. Fu believed Chao and Ding. They were polished in their presentation and

27 Chao, in particular, had a preternatural skill at appearing sincere and sympathetic while actually

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 lying and manipulating. Mr. Fu relied of Chao and Ding t0 tell the truth, but — in fact — even

today, he cannot be sure about Who Chao and Ding really are and/or whether they were a front for

other shadowy interests. But there can be n0 doubt that Mr. Fu would have never agreed to

consult for Temujin if he had known how untrustworthy and duplicitous Chao and Ding were or if

Chao and Ding had been fully truthful about themselves and/or Temujin.

II. Chao and Ding Fraudulently Induce Mr. Fu t0 Continue Providing

Consulting Services t0 Temujin

27. From August 2019 0n, Chao and Ding continued t0 lie t0 Mr. Fu t0 induce him t0

keep working for Temujin. In particular, Chao and Ding were intent on having Mr. Fu use his

10 extraordinary network t0 attempt t0 secure funding for Temujin. Mr. Fu worked approximately

11 10-15 hours each week from August 2019 until the Summer of 2020.

12 28. From August 2019 until Mr. Fu’s departure from Temujin in or about

13 October 2020, Chao and Ding continued t0 misrepresent their identities, their marital status, the

14 progress of the development of Temujin’s technology, and the status of other investments in

15 Temujin. In addition, Chao and Ding misrepresented:

16 a. Export Controls. Chao and Deng lied about Temujin’s ability t0

17 sell the technology Within China While complying with export control

18 regulations. On information and belief, Chao and Ding claimed t0 have had

19 clearance from the United States Government t0 sell this sort 0f technology

20 but did not have it.

21 b. Business Connections. Chao and Ding repeatedly claimed t0 have

22 business connections that, on information and belief, they did not have.

23 Chao claimed, for instance, to know Priscilla Chan, the former pediatrician

24 and philanthropist and wife of Mark Zuckerberg, the co-founder and CEO
25 0f Facebook, Inc. Chao claimed to be arranging a party for Dr. Chan. On

26 information and belief, this was not true. Chao also claimed to co-manage a

27 multi-billion-dollar private equity fund with John Powers, the former

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 manager of the Stanford Endowment Fund. On information and belief this

was not true. When the supposed fund made n0 investments into Temujin,

Chao blamed Mr. Powers’ illness. On information and belief, the supposed

fimd never invested in Temujin, because there was no such fimd and/or

Chao had n0 control 0r influence over the investments of the fund, not

because of Mr. Powers’ illness.

29. Relying 0n Chao and Ding’s misrepresentations and fraudulent omissions, Mr. Fu

continued to use his network diligently t0 try to gain investor interest in Temujin. For instance,

Mr. Fu has highly placed relationships with Tencent Holdings Ltd., the massive Chinese

10 multinational technology conglomerate holding company, and he was able t0 interest those

11 relationships in Temujin based on Chao and Ding’s representations that the product was ready t0

12 launch. On information and belief, Chao and Ding had n0 good faith basis t0 represent that

13 Temujin’s technology was ready t0 launch in 2019. Nevertheless, Mr. Fu believed they would be

14 truthful, since lying about the progress 0f a technology would damage any chance 0f actually

15 securing an investment.

16 30. Months then passed. Tencent could tell that there was an issue because Temujin

17 had not even set up an account With Tencent as they would have t0 in order for Tencent to make

18 use of the Temujin technology. There was never any progress on this. And, in due course, Mr. Fu

19 had the difficult and embarrassing task of explaining t0 Tencent why Temujin’s product was not

20 ready as expected, hurting his credibility With one of his most valued business relationships.

21 III. Chao and Ding’s Lies Catch Up with Them and Mr. Fu Quits

22 3 1. Over the course 0f a little more than a year, Chao and Ding’s misrepresentations

23 accumulated inexorably. They led t0 the unavoidable conclusion that Chao and Ding were not

24 who they claimed to be and that they were fundamentally dishonest people. Some of the lies

25 simply became more fanciful and incredible. Others were disproven over the course of time. It

26 became clear t0 Mr. Fu that he was not being told about significant events at Temujin and he was

27 concerned this secrecy was to cover up certain unlawful activities. Mr. Fu always insisted that

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 Temujin comply with all applicable rules and regulations, including Without limitation those of the

SEC and FINRA.

32. In or about October 2020, Mr. Fu concluded that his good name required that he

resign. He never received any of the stock or “FIN tokens” he was promised in the Consulting

Contract. For all Mr. Fu’s work for Temujin and his use 0f his network, he received n0

compensation. He undertook three business trips and only received modest reimbursement of out-

of-pocket expenses, such as coach airfare.

33. And then, at Chao and Ding’s apparent direction, Temujin has sued Mr. Fu in this

case, alleging that he tried to have them pay kickbacks t0 secure investments. Those allegations

10 are simply not true and, for reasons that Will become clear, really make no sense. In fact, on

11 information and belief, it is Chao and Ding Who have solicited investments or attempted to solicit

12 investments with kickbacks — they have adopted the strategy of accusing an opponent 0f their own

13 wrongdoing.

14 IV. Ariel Abittan Sues Chao, Ding, and Temujin

15 34. Chao, Ding, and Temujin were also sued in a complaint by another co-founder 0f

16 Findora, Ariel Abittan (“Abittan”), in a Northern District of California action entitled Ariel Abittan

17 v. Lily Chao (a/k/a Tiffany Chen, a/k/a Yuting Chen) (“Chao ”), Damien Ding (A/K/A Damien

18 Leung, A/K/A Tao Ding) (“Ding”), and Temujin Labs Ina, Case N0. 5:20-CV-09340 (the “Abittan

19 Action”). Mr. Fu and his counsel have had no involvement in the drafting 0r prosecution of

20 Abittan’s claims, but they d0 present a remarkably similar picture of the quality and character 0f

21 Chao and Ding.

22 35. Abittan alleges that Chao and Ding:

23 a. Used a pattern 0f aliases and fake names;

24 b. Used shell companies in suspicious ways;

25 c. Transferred money in ways that did not make legitimate business

26 sense;

27

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 Lived in a luxurious Atherton house owned by a corporation

controlled by persons not Chao and Ding;

Committed fraudulent conveyances;

Demanded secrecy in suspicious ways, including putting fake names

on legal documents;

Claimed investments had been made in Temujin when such

investments had not been made;

Claimed business connections they did not have;

Claimed a college pedigree that they did not have;

10 Encouraged an employee to only use a cell phone With a SIM card

11 provided by Chao;

12 Solicited investments for Temujin after the departure of Temujin’s

13 elite Stanford-educated team, using the names and reputations of the

14 team that no longer worked for Temujin;

15 Installed their chauffer, who does not speak English and has no

16 apparent business training, as CEO of Temujin after the departure of

17 the Stanford team;

18 Used company credit cards for personal expenses, including a piano

19 for Chao’s children, school tuition, fine Wines, expensive watches,

20 and pleasure travel;

21 Lied to investors;

22 Misappropriated investor money;

23 Conducted 0r attempted to conduct a coin offering in Violation of

24 federal and state securities laws;

25 Repeatedly claimed they would repay or had repaid personal debts,

26 and then did not repay them; and

27

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 r. Lived lavish lifestyles with n0 credible explanations for funding

such lifestyles, including luxury residences, a Rolls Royce, Bentley,

Ferrari, extravagant travel and gifting, and watches worth millions

0f dollars.

36. Despite filing lawsuits 0n behalf 0f Temujin, Chao and Ding have avoided service

0f the complaint in the Abittan Action.

FIRST CAUSE OF ACTION

(Fraud Against All Cross-Defendants)

37. Mr. Fu realleges and incorporates herein by this reference each and every allegation

10 contained in paragraphs 1-36, above.

11 38. From July 2019 through October 2020, Chao and Ding, acting in their own

12 capacities and 0n behalf of Temujin, repeatedly made false, misleading, and fraudulent

13 misrepresentations t0 Mr. Fu including regarding:

14 a. Their true identities. On information and belief, Chao has

15 previously used the names Tiffany Chen, Yuting Chen, and other names in

16 an effort t0 conceal her true identity and Damien Ding has used the names

17 Damien Leung, Tao Ding, and other names in an effort t0 conceal his true

18 identity. On information and belief, the “Alex Wang” who signed the

19 Consulting Contract is an alias used by Chao and Ding; no one seems t0

20 have ever met an “Alex Wang” associated with Temujin.

21 b. Their marital status. Chao and Ding presented themselves as

22 husband and wife at the time of Mr. Fu’s initial involvement but presented

23 themselves publicly as a sister— and brother—in-law, but, on information and

24 belief, have some other relationship that has been concealed.

25 c. The maturity 0f Temujin’s technology. Chao and Ding claimed

26 that the Temujin technology, Which would allow verifiable by anonymized

27 blockchain transactions, was mature and close to launch at the time 0f Mr.

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 Fu’s initial investment in 2019. This was not true. While Temujin had an

excellent team, Who worked very hard t0 develop the technology, the

Temujin product was not close to launch in that time period, as Chao and

Ding falsely told Mr. Fu.

d. Other investments and investors in Temujin. Chao and Ding also

lied about other investments that had been made into Temujin to entice Mr.

Fu to consult for Temujin. The false perception that Temujin was a thriving

business, and an attractive investment opportunity was essential to

attracting talent to the company.

10 e. Export Controls. Chao and Deng lied about Temujin’s ability t0

11 sell the technology Within China While complying with export control

12 regulations. On information and belief, Chao and Ding claimed t0 have had

13 clearance from the United States Government t0 sell this sort 0f technology

14 but did not have it.

15 f. Business Connections. Chao and Ding repeatedly claimed t0 have

16 business connections that, on information and belief, they did not have.

17 Chao claimed, for instance, to know Priscilla Chan, the former pediatrician

18 and philanthropist and wife of Mark Zuckerberg, the co-founder and CEO
19 0f Facebook, Inc. Chao claimed to be arranging a party for Dr. Chan. On

20 information and belief, this was not true. Chao also claimed to co-manage a

21 multi-billion-dollar private equity fund with John Powers, the former

22 manager of the Stanford Endowment Fund. On information and belief this

23 was not true. When the supposed fund made n0 investments into Temujin,

24 Chao blamed Mr. Powers’ illness. On information and belief, the supposed

25 fimd never invested in Temujin, because there was no such fimd and/or

26 Chao had n0 control 0r influence over the investments of the fund, not

27 because of Mr. Powers’ illness.

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 39. Each of the foregoing representations was false When made.

40. Each 0f the Cross-Defendants knew the foregoing representations were false When

made or made the foregoing representations recklessly and without regard for their truth.

41. Cross—Defendants intended that Mr. Fu rely on the foregoing representations.

42. Mr. Fu reasonably relied on the foregoing representations by, among other things,

continuing to provide services to Temujin and using his valuable business connections for the

benefit of Cross—Defendants.

43. As a direct and proximate result of Cross—Defendants’ fraud, Mr. Fu has sustained

damages in an amount to be proven at trial, but in excess of the jurisdictional minimum of this

10 Court.

11 44. Mr. Fu is informed and believes, and 0n that basis alleges, that, in doing the acts

12 alleged herein, Cross—Defendants acted with oppression, fraud, and malice, and deliberately

13 caused or intended t0 cause injury t0 Mr. Fu with full knowledge of the wrongfillness of their

14 conduct, that such conduct was carried 0n With a willful and conscious disregard of Mr. Fu’s

15 rights, and subj ected Mr. Fu to unjust hardship, and that, therefore, Mr. Fu should be awarded

16 punitive and exemplary damages sufficient t0 punish Cross—Defendants for engaging in this

17 conduct and t0 deter similar conduct on their part in the future.

18 SECOND CAUSE OF ACTION

19 (Negligent Misrepresentation Against All Cross-Defendants)

20 45. Mr. Fu realleges and incorporates herein by this reference each and every allegation

21 contained in paragraphs 1-36, above.

22 46. From July 2019 through October 2020, Chao and Ding, acting in their own

23 capacities and on behalf 0f Temujin, repeatedly made false, misleading, and negligent

24 misrepresentations to Mr. Fu including regarding:

25 a. Their true identities. On information and belief, Chao has

26 previously used the names Tiffany Chen, Yuting Chen, and other names in

27 an effort to conceal her true identity and Damien Ding has used the names

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 Damien Leung, Tao Ding, and other names in an effort to conceal his true

identity. On information and belief, the “Alex Wang” Who signed the

Consulting Contract is an alias used by Chao and Ding; no one seems t0

have ever met an “Alex Wang” associated with Temujin.

b. Their marital status. Chao and Ding presented themselves as

husband and wife at the time of Mr. Fu’s initial involvement but presented

themselves publicly as a sister— and brother-in-law, but, 0n information and

belief, have some other relationship that has been concealed.

c. The maturity 0f Temujin’s technology. Chao and Ding claimed

10 that the Temujin technology, Which would allow verifiable by anonymized

11 blockchain transactions, was mature and close t0 launch at the time of Mr.

12 Fu’s initial investment in 2019. This was not true. While Temujin had an

13 excellent team, who worked very hard t0 develop the technology, the

14 Temujin product was not close t0 launch in that time period, as Chao and

15 Ding falsely told Mr. Fu.

16 d. Other investments and investors in Temujin. Chao and Ding also

17 lied about other investments that had been made into Temujin to entice Mr.

18 Fu to consult for Temujin. The false perception that Temujin was a thriving

19 business, and an attractive investment opportunity was essential t0

20 attracting talent to the company.

21 e. Export Controls. Chao and Deng lied about Temujin’s ability t0

22 sell the technology Within China while complying With export control

23 regulations. On information and belief, Chao and Ding claimed to have had

24 clearance from the United States Government to sell this sort 0f technology

25 but did not have it.

26 f. Business Connections. Chao and Ding repeatedly claimed to have

27 business connections that, on information and belief, they did not have.

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 Chao claimed, for instance, t0 know Priscilla Chan, the former pediatrician

and philanthropist and Wife of Mark Zuckerberg, the co-founder and CEO
0f Facebook, Inc. Chao claimed to be arranging a party for Dr. Chan. On

information and belief, this was not true. Chao also claimed t0 co-manage a

multi-billion-dollar private equity fund With John Powers, the former

manager of the Stanford Endowment Fund. On information and belief this

was not true. When the supposed fund made no investments into Temujin,

Chao blamed Mr. Powers’ illness. On information and belief, the supposed

fund never invested in Temujin, because there was no such fund and/or

10 Chao had no control or influence over the investments of the fund, not

11 because 0f Mr. Powers’ illness.

12 47. Each of the foregoing representations was false when made.

13 48. Though each 0f the Cross—Defendants may have honestly believed that one or more

14 of the foregoing representations was true When made, each of the Cross—Defendants made the

15 foregoing representations recklessly and with no reasonable grounds for believing the

16 representation was true When the representation was made.

17 49. Cross—Defendants intended that Mr. Fu rely on the foregoing representations.

18 50. Mr. Fu reasonably relied 0n the foregoing representations by, among other things,

19 continuing t0 provide services t0 Temujin and using his valuable business connections and

20 impeccable business reputation for the benefit of Cross—Defendants.

21 5 1. As a direct and proximate result 0f Cross-Defendants’ fraud, Mr. Fu has sustained

22 damages in an amount t0 be proven at trial, but in excess of the jurisdictional minimum of this

23 Court.

24 THIRD CAUSE OF ACTION

25 (Breach 0f the Covenant 0f Good Faith and Fair Dealing Against Temujin)

26 52. Mr. Fu realleges and incorporates herein by this reference each and every allegation

27 contained in paragraphs 1-36, above.

THE
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 53. In or about August 5, 2019, Mr. Fu and Temujin entered the Consulting Contract.

54. Mr. Fu performed all performed all aspects of the contract that he was required to

perform.

55. Temujin unfairly interfered With Mr. Fu’s rights t0 receive the benefits of the

agreement by repeatedly misstating facts regarding without limitation the prospects, maturity,

funding, personnel, and other aspects of Temujin’s business and exploiting Mr. Fu’s valued

network 0n false premises and on the false impression that Temujin was a valuable business, when

it was more an instrument for malfeasance by Chao and Deng.

56. Temujin undertook such actions in manifest bad faith.

10 57. As a direct and proximate result 0f Cross—Defendants’ actions, Mr. Fu has sustained

11 damages in an amount t0 be proven at trial, but in excess of the jurisdictional minimum of this

12 Court.

13 FOURTH CAUSE OF ACTION

14 (Breach 0f Contract Against Temujin)

15 58. Mr. Fu realleges and incorporates herein by this reference each and every allegation

16 contained in paragraphs 1-36, above.

17 59. In 0r about August 5, 2019, Mr. Fu and Temujin entered the Consulting Contract.

18 60. Mr. Fu performed services arising from the Consulting Contract.

19 61. Temujin breached the contract by Without limitation (i) failing to compensate

20 Mr. Fu for his services; (ii) misstating facts regarding Without limitation the prospects, maturity,

21 funding, personnel, and other aspects of Temujin’s business and exploiting Mr. Fu’s valued

22 network 0n false premises and on the false impression that Temujin was a valuable business; and

23 (iii) suing Mr. Fu based 0n fabrications.

24 62. As a direct and proximate result 0f Cross-Defendants’ actions, Mr. Fu has sustained

25 damages in an amount t0 be proven at trial, but in excess of the jurisdictional minimum of this

26 Court.

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THE
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 FIFTH CAUSE OF ACTION

(Quantum Meruit Against All Cross-Defendants)

63. Mr. Fu realleges and incorporates herein by this reference each and every allegation

contained in paragraphs 1-36, above.

64. Cross—Defendants requested, by words, conduct, and through the Consulting

Contract that Mr. Fu perform services for the benefit 0f Cross-Defendants.

65. Mr. Fu performed or substantially performed all services requested by Cross-

Defendants. He worked approximately 10-15 hours each week from August 2019 until the

Summer of 2020.

10 66. Cross—Defendants have not paid Mr. Fu for the services that he performed, other

11 than reimbursing Mr. Fu for some modest travel expenses. Mr. Fu has received n0 compensation

12 for the services he provided.

13 67. Mr. Fu’s standard billing rate is $1,800 per hour.

14 68. Mr. Fu has been thereby harmed in an amount to be established at the trial of this

15 matter but in excess of the jurisdictional minimum of this Court.

16 PRAYER FOR RELIEF

17 WHEREFORE, Mr. Fu prays for judgment against Cross—Defendants, and each of them, as

18 follows:

19 0 On the first through fifth causes 0f action, for compensatory damages in an amount

20 t0 be proven at trial, but in excess of the jurisdictional minimum of this Court.

21 o On the first cause of action, for an award 0f punitive and exemplary damages

22 according to proof sufficient t0 punish Cross—Defendants for their wrongfiJI

23 conduct and t0 deter similar conduct on their part in the future.

24 o On all causes of action, for declaratory relief that:

25 0 Mr. Fu performed all services required under the Consulting Contract;

26 o That the Withholding of compensation from Mr. Fu is unlawful,

27 unconscionable, and contrary t0 public policy; and

THE
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 o That Cross—Defendants have unclean hands that prevent recovery in this action.

o For prejudgment interest according t0 law.

AWN
0 For attorneys’ fees if and to the extent allowed by law.

0 For costs of suit incurred herein.

o For such other and further relief and the Court deems just and proper.
QGUI

DATED: March 30, 2021 Respectfully submitted,

THE DURRANT LAW FIRM, APC

By:7
John Durrant
10 Attorneys for Frank Fu

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JURY TRIAL DEMAND
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Mr. Fu requests a jury trial on all issues and claims so triable.
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DATED: March 30, 2021 THE DURRANT LAW FIRM, APC
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JOHN S. DURRANT

By:
7n )1

John Durrant
m
Attorneys for Frank Fu

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THE
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 EXHIBIT A

THE DURRANT LAW FIRM, APC

 TEMUJIN LABS INC.

August 05, 2019

Frank Fu
Address:

Re: Advisory Services to Temuiin Labs Inc.

Dear Balaji:

This letter agreement is t0confirm our understanding With respect to your role as an advisor to
Temujin Labs Inc. (the “C0mpany”). On behalf of the Company, I would like t0 state that we are
delighted by your interest in the Company and your Willingness t0 advise the Company. The Company
looks forward to a continued mutually beneficial association With you on the following terms, Which are
hereby made effective as 0f August [ ], 2019, the date 0n Which you first started providing advisory

services t0 the Company (the “Eflective Date”):

1. Informal Management Consultations.From time to time, I and possibly other members

of the Company’s management may contactyou informally t0 provide advice relating t0 the Company’s
business. You agree t0 be available t0 the Company’s management for consultations by telephone, mail
0r in person, as your time and other business activities permit. You also agree t0 use reasonable efforts t0
attend meetings, if any, 0f the Company’s advisors, which we anticipate will occur infrequently.

2. Compensation.

a. Subj ect t0 and contingent upon the adoption of an employee stock option plan by
the Board of Directors of the Company (“Board”), we will recommend that the Board grant you an
option to purchase up t0 50,000 Class A Ordinary Shares 0f the Company (the “0pti0n”). The Option Will
be exercisable at a per share exercise price equal t0 the fair market value 0f the Class A Ordinary Shares
as determined by the Board 0n the date the Board approves the grant of the Option, Will include a four
year vesting schedule, under Which 12.5% of your Option will vest 6 months after the Effective Date, and
1/48th of the total options will vest at the end of each month thereafter, until either the Option is fully
vested or your continuous service (as defined in the Plan) terminates, whichever occurs first. The Option
Will be evidenced by the Company’s standard form 0f stock option agreement and notice of grant, as
modified t0 reflect the provisions set forth herein. You will be responsible for reporting and paying any
current and future taxes that you may incur resulting from the grant, exercise and sale 0f the Option.

b. Subj ect t0 and contingent upon the Company’s purchase 0r receipt 0f a sufficient
number of FIN tokens from the Findora Development Foundation, we Will also recommend that the
Board grant you a future token interest representing the right to receive up to 18,900,000 FIN tokens (the
“FTI Grant”) (as may be adjusted from time to time to reflect changes to the total token supply), subj ect
to the terms of the applicable token grant agreement. The vesting, lockup and other terms of the FTI
Grant will be determined by the Board at the time of such grant. The FTI Grant (and the vesting and
settlement thereof) may be subj ect t0 applicable withholding obligations and you authorize the Company
t0 withhold in any manner as they may deem appropriate. You Will be responsible for reporting and
paying any current and future taxes that you may incur resulting from the grant and receipt 0f the FTI
Grant and the FIN tokens.
 3. Reimbursement 0f Expenses. The Company Will reimburse you for reasonable out-of-
pocket expenses that you incur in connection with your services under this letter agreement, including
travel and lodging expenses, provided that the chief executive officer 0f the Company approves any such
expenses in advance.

4. Independent Contractor. Your relationship With the Company will be that 0f an

independent contractor, and you Will not be an agent, employee or representative of the Company. You
understand that you Will have no authority to enter into contracts 0r create obligations on behalf the
Company. Accordingly, you acknowledge that you will not be eligible for any employee benefits, and
that the Company Will not make any tax Withholdings on your behalf. You agree that you are obligated t0
report asincome all consideration that you receive in connection With your services under this letter

agreement, and you agree to pay all self—employment and other taxes thereon.

5. Property of the Company. For purposes 0f this letter agreement, “Designs and
Materials” shall mean all designs, discoveries, inventions, products, computer programs, procedures,
improvements, developments, drawings, notes, documents, information and materials made, conceived or
developed by you alone 0r with others that result from 0r that are made, conceived 0r developed in
connection with the services you provide t0 the Company pursuant to this letter agreement. You hereby
irrevocably transfer and assign t0 the Company any and all 0f your right, title and interest in and t0
Designs and Materials, including but not limited t0 all copyrights, patent rights, trade secrets, trademarks
and moral rights. You agree: (a) t0 disclose promptly in writing t0 the Company all Designs and
Materials; (b) t0 cooperate With and assist the Company to apply for, and t0 execute any applications
and/or assignments to obtain, any patent, copyright, trademark or other legal protection for Designs and
Materials in the Company’s name as the Company deems appropriate; and (c) to otherwise treat all

Designs and Materials as “Confidential Information,” as defined below.

6. Confidential Information. You recognize that, in the course 0f performing your services
under agreement, you Will acquire information and materials from the Company and knowledge
this letter
about information of a confidential 0r secret nature concerning the Company, including Without
limitation, knowledge about the Company’s business, products and planned products, marketing plans,
financial forecasts, personnel, customers, clients, suppliers, experimental work and
information,
programming techniques. A11 such knowledge, information and materials acquired, the existence, terms
and conditions of this letter agreement, and all Designs and Materials, are and Will be the trade secrets
and confidential and proprietary information of the Company (collectively, the “Confidential
Information”). Confidential Information Will not include, however, any information Which is or becomes
part 0f the public domain through no fault of yours 0r that the Company regularly gives t0 third parties
Without restriction 0n use 0r disclosure. You agree to hold all such Confidential Information in strict
confidence, not to disclose it any way, commercially 0r otherwise (including Without
t0 others 0r use it in
limitation lecturing upon 0r publishing articles concerning Confidential Information), except in
performing your obligations under this letter agreement, and not to allow any unauthorized person access
t0 it. You agree t0 return t0 the Company promptly upon request, and in any event after termination or
expiration of this letter agreement, any and all records, paper, media or other embodiment containing any
Confidential Information. Nothing in this Section 6 or otherwise in this letter agreement shall limit or
restrict in any way your immunity from liability for disclosing Company’s trade secrets as specifically
permitted by 18 U.S. Code Section 1833, the pertinent provisions of which are attached hereto as Exhibit
A.

7. Conflicts 0f Interest. You hereby represent that the obligations contemplated hereby d0
any way, conflict With any other agreement and/or commitment 0n your part. You agree to inform
not, in
the Company promptly and in writing if any such conflict arises. You agree that you Will not disclose to
theCompany any proprietary information that you currently have obtained, 0r may obtain in the future,
from any other individual or organization.

8. During the term in Which you provide services to the Company

Non-Solicitation.
pursuant agreement and for one year thereafter, you Will not directly or indirectly solicit
to this letter
away any employees 0r consultants of the Company for your benefit or for the benefit of any other person
or entity.

9. Termination. Either you or the Company may terminate this letter agreement on delivery
0f two (2) days’ prior written notice to the other party. The provisions 0f Sections 4, 5, 6, 7, 8, 9 and 10
0f this letter agreement Will survive any expiration or termination 0f this letter agreement.

10. Miscellaneous. The terms contained in this letter agreement are subject to interpretation
under the laws of the State of California, Without giving effect to that body of laws pertaining to conflict
0f laws, and can be amended only in writing and by joint agreement 0f both you and the Company. If any
provision 0f this letter agreement determined by any court 0r arbitrator 0f competent jurisdiction t0 be
is

invalid, illegal 0r unenforceable in any respect, such provision Will be enforced t0 the maximum extent
possible given the intent 0f the parties hereto. If such provision cannot be so enforced, such provision
shall be stricken from this letter agreement and the remainder of this letter agreement shall be enforced as
if such invalid, illegal 0r unenforceable provision had (t0 the extent not enforceable) never been contained

in the letter agreement. This letter agreement constitutes the complete and exclusive understanding and
agreement of you and the Company and supersedes all prior understanding and agreements, whether
written 0r oral, With respect t0 the subj ect matter hereof. This letter agreement may be executed in two 0r
more counterparts, including by facsimile or electronic signature transmission, with the same force and
effect as if each 0f the signatories had executed the same instrument. You may not assign this Agreement
Without the Company’s prior written consent. The Company may freely assign this Agreement t0 any
affiliate 0f the Company Without your consent.

If the foregoing represents your understanding of your role as an advisor t0 the Company, please
sign below and return the executed letter agreement to me. The enclosed copy is for your files. Once

again, we appreciate your interest in Temujin Labs Inc. and 100k forward to a stimulating and mutually
beneficial association with you.

Very truly yours,

TEMUJIN LABS INC.

W
Name: Alex Wang
Tltlei Authorized Signatory

AGREED AND CONSENTED TO:

(Signature)

Frank Fu
(Printed Name)
 EXHIBIT A

DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE:

18 U.S. Code Section 1833 provides as follows:

Immunity From Liability For Confidential Disclosure Of A Trade Secret T0 The

Government Or In A Court Filing. An individual shall not be held criminally 0r civilly
liableunder any Federal 0r State trade secret law for the disclosure 0f a trade secret that
(A) made, (i) in confidence t0 a Federal, State, 0r local government official, either
is

directly 0r indirectly, or t0 an attorney; and (ii) solely for the purpose 0f reporting or
investigating a suspected Violation 0f law; 0r (B) is made in a complaint 0r other
document filed in a lawsuit 0r other proceeding, if such filing is made under seal.

Use 0f Trade Secret Information in Anti-Retaliation Lawsuit. An individual Who

files a lawsuit for retaliation by an employer for reporting a suspected Violation 0f law
may disclose the trade secret t0 the attorney 0f the individual and use the trade secret
information in the court proceeding, if the individual (A) files any document containing
the trade secret under seal; and (B) does not disclose the trade secret, except pursuant t0
court order.
 PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

AWN I am employed in the County of Los Angeles, State of California, I am over the age of

eighteen years and am not a party to this action; my business address is The Durrant Law Firm,

APC, 2337 Roscomare Rd., Suite 2-180, Los Angeles, California 90077, and my business email
QGUI

address is i0hn@durrantlawfirm.com.

On March 29, 2021, I served a copy 0f the following documents described as:

L" Frank Fu’s Cross—Complaint

E" Frank Fu’s Answer t0 Complaint
10
3. Frank Fu’s Summons of Cross-Complaint Upon Lily Chao (a/k/a
Tiffany Chen, a/k/a Yuting Chen), an individual; Damien Ding (a/k/a
11 Damien Leung, a/k/a Tao Ding), an individual; Temujin Labs Inc., a
Cayman Corporation
12
0n the interested parties in this action at their last known address as set forth below by taking the
13
action described below:
14

15 Reuben Camper Cahn

KellerAnderle, LLP
16
18300 Von Karman Ave., Suite 930

17 Irvine, California 926 12-1057

Direct 949.346.5565
18 Cell 619.708.1965
Fax 949.476.0900
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rcahn@kelleranderle.com
Counselfor
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Temjuin Labs Inc., a Delaware Corporation
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E BY MAIL: I directed First Legal t0 place the above-mentioned document(s) in sealed

22 envelope(s) addressed as set forth above, and deposited each envelope in the mail at Los
Angeles, California. Each envelope was mailed With postage thereon fully prepaid.
23
E BY ELECTRONIC MAIL: I served the above-mentioned document electronically on
24 the parties listed at the email addresses above and, t0 the best 0f my
knowledge, the
transmission was complete and without error in that I did not receive an electronic
25 notification to the contrary. In addition, I asked First Legal t0 email copies t0 all the

parties listed at the email addresses above and, t0 the best 0f my knowledge, the
26 transmission was complete and without error.

27

THE
DURRANT
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 I declare under penalty of perjury under the laws of the United States that the above is true

and correct.

AWN Executed 0n March 30, 2021, at Los Angeles, California

QGUI
BVMM John Durrant

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THE
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