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`20CV366939
`—
`Santa Clara
`Civil
`
`.
`
`Vera
`
`Electronically Filed
`by Superior Court of CA,
`of Santa Clara,
`County
`on 5/28/2021 5:40 PM
`Reviewed By: S. Vera
`Case #20CV366939
`Envelope: 6547601
`
`Eric C. Kastner
`
`(SBN 53858)
`eck@kastnerkim.com
`Martin
`J. Philip
`(SBN 55100)
`jpm@kastnerkim.com
`Luis V. Garcia
`(SBN 154861)
`Ivg@kastnerkim.com
`KIM LLP
`KASTNER
`|
`3150 De La Cruz Blvd. Suite 206
`Santa Clara, CA 95054
`967-7854
`Tel.:
`(650)
`Fax:
`386-1885
`(650)
`
`for Defendant and Cross-
`Attorneys
`ARVIND SRINIVASAN
`Complainant
`and Defendants SPLITBYTE, INC.,
`KAPISOFT INC. and MI17 INC.
`
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`IN AND FOR THE COUNTY OF SANTA CLARA
`UNLIMITED JURISDICTION
`
`ZL TECHNOLOGIES, INC.
`
`CASE No.: 20CV366939
`
`Plaintiff,
`
`v.
`
`JAMSRef. No.: 1110025923
`
`(Discovery Referee)
`
`SPLITBYTEINC. ET AL,
`
`Defendants.
`
`
`ARVIND SRINIVASAN,
`
`Cross-Complainant,
`
`vs.
`
`ZL
`TECHNOLOGIES, INC,
`and DOES 1-50
`
`Cross-Defendants,
`
`DEFENDANTS ARVIND
`
`SRINIVASAN, SPLITBYTE, INC.,
`KAPISOFT, INC. AND MI17, INC.’S
`MEMORANDUM IN OPPOSITION
`TO PLAINTIFF’S MOTION FOR
`PRELIMINARY INJUNCTION
`
`Date of Hearing:
`Time: 1:30 pm
`12
`Department:
`
`June 3, 2021
`
`
`
`DEFENDANTS’ MEMORANDUMIN OPPOSITION TO PLAINTIFF’S MOTION FOR
`CASE No.: 20CV366939
`PRELIMINARY INJUNCTION
`
`

`

`oS©SNDHOOeeWDHL
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`Defendants Arvind Srinivasan, SplitByte,
`
`Inc.
`
`Kapisoft
`
`Inc. and MI17 Inc. file this
`
`to the Motion for Preliminary Injunctionfiled by plaintiff
`opposition
`Inc. which has beenset for hearing pursuant to an order shortening time for June
`
`ZL
`
`memorandum in
`
`Technologies,
`
`3, 2021.
`
`The matters before the Court have been addressed in detail by the parties by
`with ZL’s ex
`parte application filed on
`
`filings beginning
`
`April 29, 2021, and then
`
`over a
`
`dozen
`
`on
`
`repeated
`
`May 12, 2021, after the Court’s initial rejection. Defendants here, for convenience
`
`of the Court, attach the following documents filed and served by Defendants:
`
`(1) Memorandum of Defendant Arvind Srinivasan in
`Inc. for a
`
`of Plaintiff ZL
`
`Applications
`Technologies,
`May12, 2021, attached as Exhibit 1.
`
`Opposition
`
`to the Ex Parte
`
`Temporary Restraining Order, filed
`
`(2) Further Memorandum of Defendant Arvind Srinivasan in
`Opposition
`for a TRO and/or Order
`Shortening Time, filed on
`
`Ex Parte
`
`Application
`
`May 13, 2021,
`
`to Plaintiff's
`
`attached as Exhibit 2.
`
`(3) Declaration of Arvind Srinivasan in
`
`Support of Arvind Srinivasan Opposition
`
`to
`
`Plaintiff ZL
`
`Technologies,
`
`Inc.’s Ex Parte
`
`Application
`
`for Temporary Restraining
`
`Order and
`
`Order to Show CauseRe
`
`Be Heard on Motion for
`
`April 30),
`
`Alternatively for Order Shortening Time to
`Preliminary Injunction
`Court on
`Preliminary Injunction, filed on
`attached as Exhibit 3.
`
`or
`
`April 29, 2021, (endorsed by
`
`(4) Declaration of Eric C. Kastner in Support of Arvind Srinivasan Opposition
`
`to
`
`Plaintiff ZL
`
`Technologies,
`
`Inc.’s Ex Parte
`
`Application
`
`for
`
`Temporary Restraining
`
`Order and
`
`Order to Show Cause Re
`
`April 30),
`
`Preliminary Injunction
`Alternatively
`Be Heard on Motion for Preliminary Injunction, filed on
`attached as Exhibit 4.
`
`or
`
`for Order
`
`Shortening
`
`Time to
`
`April 29, 2021, (endorsed by
`
`Court on
`
`(5) Supplemental
`
`Declaration of Arvind Srinivasan in
`
`Support
`
`of Arvind Srinivasan
`
`Opposition
`
`to Plaintiff ZL
`
`Technologies,
`
`Inc.’s Ex Parte
`
`Application
`
`for Temporary
`
`Restraining
`
`Order and Order to Show Cause Re
`
`Preliminary Injunction
`
`or
`
`Alternatively
`
`for
`
`1
`DEFENDANTS’ MEMORANDUM IN OPPOSITION TO PLAINTIFF’S MOTION FOR
`CASE No.: 20CV366939
`PRELIMINARY INJUNCTION
`
`

`

`oS©SNDHOOeeWDHL
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`Order Shortening Time to be Heard on Motion for
`2121, attached as Exhibit 5.
`
`Preliminary Injunction. Filed on
`
`May 7,
`
`(6) Declaration of Eric C. Kastner in
`
`Opposition
`
`to Plaintiff ZL
`
`Technologies,
`
`Inc.’s Ex
`
`Parte
`
`for Temporary Restraining Order and Order to Show Cause Re
`Application
`Preliminary
`Alternatively for Order Shortening Time to be Heard on Motion for Preliminary
`Injunction
`May 7, 2021, attached as Exhibit6.
`Injunction, filed on
`
`or
`
`(7) Further Declaration of Arvind Srinivasan in
`
`Opposition
`
`to Plaintiff ZL
`
`Technologies,
`
`Inc.’s Ex Parte
`
`Cause Re
`Preliminary Injunction
`
`Application for Temporary Restraining Order and Order to Show
`or
`Alternatively for Order Shortening Time to be Heard on
`filed May 12, 2021, attached as Exhibit 7.
`
`Motion for
`
`Preliminary Injunction,
`
`Defendants hereby incorporate by this reference the contents of each of the documents
`
`attached herewith and in the Court’s file. The Court is requested
`
`to take judicial notice of these
`
`documents pursuant
`
`to California Evidence Code Section
`
`452(d).
`
`Date:
`
`May 28, 2021
`
`KASTNER KIM LLP
`
`By:
`
`/s/ Eric C. Kastner
`
`ERIC C. KASTNER
`LUIS V. GARCIA
`J. PHILIP MARTIN
`
`Attorneys for Defendant
`and
`Cross-Complainant
`ARVIND SRINIVASAN
`and Defendants SPLITBYTE, INC.,
`KAPISOFTINC. and M117 INC.
`
`2
`DEFENDANTS’ MEMORANDUM IN OPPOSITION TO PLAINTIFF’S MOTION FOR
`CASE No.: 20CV366939
`PRELIMINARY INJUNCTION
`
`

`

`EXHIBIT 1
`
`

`

`ZOCV366939
`Santa Clara — Civil
`
`Eric C. Kastner (SBN 53858)
`eck@kastnerkim.com
`J. Philip Martin (SBN 55 100)
`jpm@kastnerkim.com
`Luis V. Garcia (SBN 154861)
`lvg@kastnerkim.com
`KASTNER | KIM LLP
`3 150 De La Cruz Blvd. Suite 206
`Santa Clara, CA 95054
`(650) 967-7854
`Tel.:
`(650) 386-1885
`Fax:
`Attorneys for Defendant and Cross-
`Complainant ARVIND SRINIVASAN
`and Defendants SPLITBYTE, INC.,
`KAPISOFT INC. and M117 INC.
`
`R.N
`
`guyen
`
`Electronically Filed
`by Superior Court of CA,
`County of Santa Clara,
`on 5/12/2021 2:54 PM
`Reviewed By: R. Nguyen
`Case #20CV366939
`Envelope: 6431 393
`
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`IN AND FOR THE COUNTY OF SANTA CLARA
`UNLIMITED JURISDICTION
`
`CASE No.2 20CV366939
`JAMS Ref. No.2 1110025923
`(Discovery Referee)
`MEMORANDUM OF DEFENDANT
`ARVIND SRINIVASAN IN
`OPPOSITON TO THE EX PARTE
`APPLICATIONS OF PLAINTIFF ZL
`TECHNOLOGIES, INC. FOR A
`TEMPORARY RESTRAINING
`ORDER
`
`ZL TECHNOLOGIES, INC.
`Plaintiff,
`
`v.
`SPLITBYTE INC. ET AL,
`Defendants.
`
`ARVIND SRINIVASAN,
`Cross—Complainant,
`
`vs.
`ZL TECHNOLOGIES, INC,
`and DOES 1-50
`
`Cross—Defendants,
`
`MEMORANDUM OF DEFENDANT ARVIND SRINIVASAN IN OPPOSITON TO THE
`EX PARTE APPLICATIONS
`CASE N0.: 20CV366939
`
`A
`
`flat)!
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`

`

`The Memorandum is filed on behalf 0f defendant Arvind Srinivasan in opposition to
`the EX Parte Application for Protective Order filed by plaintiffZL Technologies, Inc. (“ZL”).
`The Application is a duplicate of 12 separate pleadings (memos, declarations, exhibits) filed
`previously and denied by the Court Without prejudice.
`The application is frivolous for three reasons: (1) there was never any “loan” of
`corporate property t0 Srinivasan so Corporations Code Section 3 15 has no application t0 this
`dispute (2) ZL’s CEO, Kon Leong, had the same software on his computer, and has for over
`20 years, without similar shareholder approval because (3) Leong never called any shareholder
`meetings t0 deal With this issue (or any others). Aside from the lack 0f merit t0 the application
`there is no need for equity intervention as the software Srinivasan created is being used only t0
`preserve documents that may be relevant to the many lawsuits between the parties and he will
`return the software when that has been accomplished.
`Defendant here incorporates the four declarations of Srinivansan and counsel Eric. C.
`
`Kastner filed in opposition to the original application as well as the Further Srinivasan
`Declaration filed With this Memorandum.
`Corporations Code Section 315(a) applies t0 a “loan” 0f corporate property. ZL
`“loaned” Srivinvasan no “property.” Instead, he created Virtually all 0f the software (as Chief
`Techonology Officer) for use by himself, ZL employees and Leong. See Further Srinivasan
`declaration, filed herewith, at para. 2. There is n0 dispute that the software belongs to ZL. But
`Leong never suggested “shareholder approval” was needed t0 facilitate employees having
`
`access to critical software.
`Leong has had access, and used, the same software apparently Without shareholder
`approval. The concept 0f “in pari delicto” (parties equally at fault) thus bars ZL and Leong
`from claiming any wrongdoing by Srinivasan. See Jacobs v. Universal Dev. Corp. (1997) 53
`Ca1.App.4th 692, 701.
`Finally, it is undisputed that Leong for over 20 years never called a shareholder meeting
`0f a California corporation With over 100 shareholders (Eric C. Kastner dec. 0f April 29, 2021
`
`MEMORANDUM OF DEFENDANT ARVIND SRINIVASAN IN OPPOSITON TO
`THE EX PARTE APPLICATIONS
`CASE N0.: 20CV366939
`
`1
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`28
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`

`

`at para. 5). He thus effectively prevented Srinivasan from seeking approval for company use
`of his own (not “loaned”) software.
`There is n0 reason for equitable intervention 0n a minor discovery issue that has
`effectively been resolved — return 0f the four computers With Srinivasan allowed t0 make
`copies of the existing software. See Declaration of Eric C. Kastner dated April 29, 2021 at
`para. 2. The software at issue will be returned after Srinvisan can have additional time t0
`downloand documents t0 preclude their destruction by ZL.
`
`Date: May 12, 2021
`
`KASTNER KIM LLP
`/s/ Eric C. Kastner
`By:
`ERIC C. KASTNER
`LUIS V. GARCIA
`
`Attorneys for Defendant
`and Cross—Complainant Arvind Srinivasan
`
`2
`MEMORANDUM OF DEFENDANT ARVIND SRINIVASAN IN OPPOSITON TO
`THE EX PARTE APPLICATIONS
`CASE N0.: 20CV366939
`
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`28
`
`

`

`EXHIBIT 2
`
`

`

`SoOoNNDBOOOeeWDNR
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`20CV366939
`—
`Santa Clara
`Civil
`
`R. Nguyen
`
`Electronically Filed
`by Superior Court of CA,
`ty
`Cc
`of Santa Cl
`santa
`ounty oF
`Viara,
`
`Reviewed By: R. Nguyen
`Case #20CV366939
`Envelope: 6438611
`
`,
`Eric C.
`Kastner (SBN 53858)
`eck@kastnerkim.com
`J. Philip Martin (SBN 55100)
`
`Luis V. Garcia (SBN 154861)
`lvg@kastnerkim.com
`KASTNER | KIMLLP
`3150 De La Cruz Blvd. Suite 206
`Santa Clara, CA 95054
`(650) 967-7854
`Tel.:
`Fax:
`386-1885
`(650)
`
`for Defendant and Cross-
`Attorneys
`ARVIND SRINIVASAN
`Complainant
`and Defendants SPLITBYTE, INC.,
`KAPISOFT INC. and MI17 INC.
`
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`IN AND FOR THE COUNTY OF SANTA CLARA
`UNLIMITED JURISDICTION
`
`ZL TECHNOLOGIES,INC.
`
`CASE No.: 20CV366939
`
`Plaintiff,
`
`v.
`
`JAMSRef. No.: 1110025923
`
`(Discovery Referee)
`
`FURTHER MEMORANDUM OF
`DEFENDANT ARVIND SRINIVASAN
`IN OPPOSITION TO PLAINTIFF’S
`EX PARTE APPLICATION FOR A
`TRO AND/OR ORDER
`SHORTENING TIME
`
`SPLITBYTE INC. ET
`
`AL,
`
`Defendants.
`
`
`ARVIND SRINIVASAN,
`
`Cross-Complainant,
`
`vs.
`
`ZL TECHNOLOGIES, INC,
`and DOES 1-50
`
`Cross-Defendants,
`
`
`
`FURTHER MEMORANDUM OF DEFENDANT ARVIND SRINIVASAN IN
`OPPOSITION TO PLAINTIFEF’S EX PARTE APPLICATION FOR A TRO AND/OR
`CASE No.: 20CV366939
`ORDER SHORTENING TIME
`
`

`

`OoCONSNDRWOWDHNO
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`Plaintiff ZL
`
`Technologies,
`
`Inc.
`
`(“ZL”) continues to flood the Court with ex
`
`parte papers
`
`but misleads the Court with respect to the basic issue being considered: ZL’s
`
`Technology.
`
`In
`
`the two Declarations of David Miclean filed within hours of defendant Arvind Srnivisan’s
`
`opposition
`
`to the refiled Ex Parte
`
`Application
`
`for the Temporary Restraining Order and/or
`ZL continuesto insist andits
`
`Preliminary Injunction,
`
`Order to Shorten Time for a
`
`on a
`
`software is
`
`used
`
`facts ZL has not
`
`filings
`
`in the last two weeks:
`
`two basic
`
`by
`
`Hearing
`by Srinivasan to
`compete with ZL. This is contradicted
`being
`acknowledgedin the stack of
`ZL software only
`
`(1) Srinivasan is using
`
`to download, and preservefor the litigation
`material that was created on his computers in
`(now involving
`parties)
`over 20 years of work for ZL as the Chief Technology Officer. Thus, there is no
`by simply downloading material Judge Flaherty (the Discovery Master) allowed him to copy.
`No evidenceis offered in the many declarations on this
`
`5 lawsuits between these
`
`“competition”
`
`application disputing
`
`that statement.
`
`The software will be returned to ZL after all the documents have been preserved.
`
`a
`
`ZL
`
`(2) The Court should know from the pleadings that the “competition” issue arises from
`separate form of software that Srinivasan created on his own time without
`using
`facilities. Exhibit D to ZL’s First Amended Complaint, attached hereto as Exhibit 1, is a letter
`ZL CEO Kon Leong,that Srinivasan, through his wholly owned
`Inc. was entitled to use that
`
`acknowledgement, signed by
`
`company defendant
`
`Splitbyte,
`
`in conformance with
`
`technology
`In other words, ZL now wants to withdraw its
`
`Labor Code Section 2870(a).
`that Srinivasan owns that software. In monthsof
`
`acknowledgement
`ZL has never offered any evidence
`
`litigation,
`that would support rescission of that agreement. In the meantime, there has been no
`showing
`review off all the documents on his computer will affect
`
`that allowing Srinivasan to
`
`complete
`
`ZL’s business in any way.
`
`Date:
`
`May 13, 2021
`
`KASTNER KIM LLP
`
`
` /s/Eric C. Kastner
`
`By:
`
`ERIC C. KASTNER
`LUIS V. GARCIA
`
`Attorneys for Defendant
`and
`Arvind Srinivasan
`Cross-Complainant
`
`1
`FURTHER MEMORANDUM OF DEFENDANT ARVIND SRINIVASAN IN
`OPPOSITION TO PLAINTIFF’S EX PARTE APPLICATION FOR A TRO AND/OR
`CASENo.: 20CV366939
`ORDER SHORTENING TIME
`
`

`

`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`EXHIBIT 1
`EXHIBIT 1
`
`
`

`

`
`
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`
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`

`
`
`
`
`
`
`
`
`
`

`

`EXHIBIT 3
`
`

`

`20CV366939
`Santa Clara — Civil
`
`Electronically Filed
`by Superior Court of CA,
`County of Santa Clara,
`on 4/30/2021 12:06 AM
`Reviewed By: F. Miller
`Case #20CV366939
`Envelope: 63491 14
`
`Eric C. Kastner (SBN 53858)
`eck@kastnerkim.com
`J. Philip Martin (SBN 55 100)
`ipm@kastnerkim.com
`Luis V. Garcia (SBN 154861)
`lvg@kastnerkim.com
`KASTNER | KIM LLP
`3150 De La Cruz Blvd. Suite 206
`Santa Clara, CA 95054
`(650) 967-7854
`Tel.:
`Attorneys for Defendant and
`Cross—Complainant
`ARVIND SRINIVASAN
`
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`IN AND FOR THE COUNTY OF SANTA CLARA
`UNLIMITED JURISDICTION
`
`ZL TECHNOLOGIES, INC.
`Plaintiff,
`
`v.
`SPLITBYTE INC. ET AL,
`Defendants.
`
`ARVIND SRINIVASAN,
`Cross-Complainant,
`
`vs.
`ZL TECHNOLOGIES, INC,
`and DOES 1-50
`
`CASE No.: 20CV366939
`
`DECLARATION OF ARVIND
`SRINIVASAN IN SUPPORT OF
`ARVIND SRINIVASAN
`OPPOSITION TO PLAINTIFF ZL
`TECHNOLOGIES, INC.’S EX
`PARTE APPLICATION FOR
`TEMPORARY RESTRAINING
`ORDER AND ORDER TO SHOW
`CAUSE RE PRELIMINARY
`INJUNCTION OR
`ALTERNATIVELY FOR ORDER
`SHORTENING TIME TO BE
`HEARD ON MOTION FOR
`PRELIMINARY INJUNCTION
`
`Cross-Defendants,
`
`Action filed: June 2, 2020
`
`ARVIND SRINIVASAN DECLARATION
`
`CASE N0.: 20CV366939
`
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`1.
`
`I, ARVIND SRINIVASAN, declare as follows:
`I am a defendant and cross—complainant in this action. Imake this declaration in
`Support 0f Defendant’s Opposition t0 PlaintiffZL Technologies, Inc.’s EX Parte Application for
`Temporary Restraining Order and Order to Show Cause RE Preliminary Injunction 0r
`Alternatively for Order Shortening Time to Be Heard 0n Motion for Preliminary Injunction
`based upon facts Within my personal knowledge. If called and sworn as a Witness I am competent
`t0 testify truthfully t0 the matters stated herein.
`In response t0 Leong’s declaration Paragraph 4 he has not been fully accurate
`2.
`With the facts. Although ZL offered some security related software over 20 years ago it could not
`get sufficient business With a product called Secure mail. Subsequently, many years ago ZL
`moved its software t0 governance and analytics. ZL stopped selling Secure email t0 new
`customers many years ago as the customers started leaving. In any case even ZL’S security mail
`solutions use standard encryption such as AES, Triple DES and standard SSL (https). ZL did not
`create or work on security algorithms much less anything related t0 Secret Sharing which is the
`basis 0fmy new company. In fact, the security system and its software is either open source or
`purchased from third parties. ZL has no current proprietary security algorithm.
`In response t0 Paragraph 5 of Leong’s declaration I am a member and always
`3.
`have been of the Board 0fZL because I have sufficient backing of shareholders. This is not a
`technicality but a matter 0f contract and state law. I am trying for transparency in the Company,
`Mr. Leong is not.
`In response t0 Mr. Leong’s Paragraph 6 here are the true facts. Both Mr. Leong
`4.
`and the other board member Mr. Sekiyama were given information about my startups When the
`ZL deal t0 sell 80% 0f the Company to TA associates fell through. In 2017 Itold Leong about
`my new startups and also several other employees at ZL. At that time, we had hired a
`management consultant (Abigail Barrett) and she refers t0 my other startups in meetings.
`(Exhibit A). I also told Koichi Sekiyma about my start up and sent him a Video on November 13,
`2
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`ARVIND SRINIVASAN DECLARATION
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`CASE N0.: 20CV366939
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`2017. See Exhibit B. After the attempt to sell ZL failed in 2018 and early 2019 I received an
`email from Mr. Leong 0n May 16, 2019 (Exhibit C) I fithher offered t0 step down from the
`Board so that Mr. Leong and Mr. Sekiyama could make decisions. Imet With Mr. Leong on
`June 7, 2019 prior to a Board meeting and went over the startups as shown in Exhibit D. Mr.
`Leong’s handwriting was 0n the Whiteboard as shown in Exhibit E detailing the various
`disclosures I made about Kapisoft, Mi17 Inc. and SplitByte. This was again discussed 0n June
`12, 2019 in a Board meeting with all three of us present the Board 0f approved my plan as seen
`in Exhibit F. For Leong to claim now he was unaware of what I was doing is false.
`In Paragraph 7 of Mr. Leong’s declaration he has not been truthful. In January
`5.
`2017, there was no SplitByte. It is true that I was discussing various ideas and the first thing I
`needed to do was build a company. Ineeded a software platform. I asked Leong about using ZL
`software Which would shorten my efforts to do a startup. However, Mr. Leong did not agree t0
`the proposal Mr. Leong strongly suggested that I build the platform from scratch Which is What I
`did. But I never offered any investment opportunity and SplitByte did not even exist by that
`name, which was incorporated much later in October 2019.
`Leong’s statements in Paragraph 8 are untrue. In October 2019 I retained
`6.
`O’Melveny and Myers as my law firm for SplitByte. The law firm recommended that I get a
`written 1P release and they drafted the initial document I sent the draft 0n January 29. Leong
`stalled and delayed and ultimately had in-house counsel Sooah Sohr and outside counsel James
`Wagstaffe review the document. There were several iterations before it is finally signed on
`March 2, 2020 almost a month later. At no time was there any coercion. I had nothing to coerce
`the company With. Leong as CEO and his Wife had sole authority over the checking account. I
`had none. At any time, they could have simply stop writing me checks for my salary at the
`Company
`
`Concerning Leong’s statement in Paragraph 9, they are false. Ihave recruited n0
`7.
`one to Kapisoft and Mi17, or SplitByte. At the present time there are no employees of Kapisoft
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`ARVIND SRINIVASAN DECLARATION
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`CASE N0.: 20CV366939
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`Mi17. SplitByte is underfunded and has no present ability t0 hire. This lawsuit is designed to
`cripple me, not protect any rights of ZL.
`Leong’s statement in paragraph 10: This lawsuit in part was designed t0 prevent
`8.
`me from receiving our agreed yearly bonus 0f $300,000 Which was due 0n April 1, 2020. I
`insisted on being paid and I believe as a result of that demand ZL and Leong terminated me in
`addition t0 obtain leverage by this lawsuit over my own personal property.
`Concerning the allegations by Mr. Leong in Paragraph 11, Ihave used the
`9.
`software solely for the benefit 0fZL and my duties as a director. I have never used ZL
`technology for any other purpose. In addition, the special master for discovery allowed me t0
`keep copies of the ZL technology With regard t0 the three laptops and desktop computers that
`were returned to ZL. Further the ZL technology about which it complains in this motion is being
`sold t0 or licensed t0 third parties as this lawsuit continues.
`In response to Mr. Leong’s Paragraph 11, Ihave had ZL software and have used it
`10.
`exclusively for the benefit ofZL since 1999 when I became a founder and director of the
`Company. Ihave not used ZL software for any other purpose at any time. Furthermore, the
`discovery master at JAMS has allowed me to keep the ZL software in connection With the three
`laptops and one desktop computer that I returned to the Company last year. The ZL software is
`available through license or sale t0 companies throughout the United States. There is nothing
`sinister 0r unusual that I have a copy Which I use for the purposes of being a member of the
`Board of Directors and a 10% shareholder 0f the Company.
`In response t0 Mr. Leong’s Paragraph 12, as noted in my counsel’s declaration
`11.
`although the Company has more than 100 shareholders it has never complied with the California
`Corporations Code requiring annual shareholder meetings and providing shareholder
`information. Mr. Leong’s purpose is to keep that information close t0 the vest and t0 himself.
`The companies Ihave started do not compete With ZL. SplitByte is patented technology related
`to Secret Sharing. ZL has never looked at, considered or worked 0n Secret Sharing. Rather its
`4
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`ARVIND SRINIVASAN DECLARATION
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`CASE N0.: 20CV366939
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`security software is either from open source that can be used by anybody or purchased from
`third-party vendors. It has no proprietary security algorithm and never has. Kapisoft was
`intended t0 a startup accelerator platform. Mi17 was intended t0 be a consulting firm using
`Kapisoft platform. However, neither company is funded 0r has any employees. Furthermore, the
`work they were created to d0 is not competitive in any way with ZL. My intentions with these
`companies were disclosed to Mr. Leong as early as 2017 as shown by Exhibit E & F a
`whiteboard in Mr. Leong’s own handwriting in Which he acknowledges our discussion about
`these companies. Indeed Mr. Leong offered to contract with Mi17 on November 23, 2019 as
`shown in Exhibit G. For him to suggest he knew nothing about these companies for many many
`months is false.
`In response t0 Mr. Leong’s Paragraph 14, please see my response to Paragraph
`12.
`12. In addition, Kapisoft has n0 employees, n0 products and n0 customers. The website he refers
`t0 was done in 2017 and has never been changed. Turn Key means a solution if someone has a
`custom product need and wants it built, this is not what ZL does. Furthermore, Mr. Leong knew
`about these companies in 2017.
`Concerning Mr. Leong’s Paragraph 15 the website he offers has not been
`13.
`modified in three years. Mi17 has n0 employees, n0 product , no customers and n0 funds, it was
`a consulting vehicle t0 help me find problems and develop practices with other companies.
`However, my attention at this point is now focused 0n SplitByte Which also has n0 customers,
`and n0 revenue.
`In response t0 Paragraph 16, of Leong’s declaration see my prior response t0
`
`14.
`
`Paragraph 15.
`
`In response t0 Paragraphs 17 and 18, of Leong’s declaration SplitByte is
`15.
`operating 0n a CRYPTOGRAPHY technology called Secret Sharing. This technology has never
`been used 0n a massive commercial scale. It is completely different than anything ZL offers or
`does. For example, ZL does not employ any CRYPTOGRAPHIC researchers or PhDs in the
`5
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`ARVIND SRINIVASAN DECLARATION
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`CASE N0.: 20CV366939
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`arm Rather ZL uses alandard security promceia such a5 SSL. TSL 0r standard entry plion
`
`algorithms such as an AES. EDES etc. Ewen these mcthods 1m: created by upcn suurce 0r
`
`Imp)
`
`k!»
`
`industrj, standard librarjtg such as. Java CRYPTOGR‘APEW. Splitflyle has a new
`CRTPTOGRAPM’ algorithm uhich i created persanally and withmul rcmurccs ur help from
`Zl... A5 shmm by the Exhibit C and H Mr. Lcong knew this and that is the reasun he signcd
`
`16.
`
`Lhc 1P agrccmenl wilhaut objection.
`In mspon-s: m Paragraph 20 and 2!.nf Leong’s declaraliun 0n May 22. 20w I
`dimmed m Mr. Lcong my intentions t0 restart {Jr continue my ‘stan up effuflfi. Sci? EEhihil D-
`Anind clearly mentioned Io Leong hi5 inlentian Io creme a new NOSQL database in his: new
`
`‘ mflwarr: platfnrm ZL’s salution was based 0n open source Lcchnulmgy'. 115 lcchnulugy was
`haflcally a commadity implcmentaiian using open sauna: nilh n0 patcnls. l oficrcd w step down
`; ?}er thr: (‘nmpany ifhr: ficlt [hat was, an issue. I asked the Baard I0 make :1 decisian. Hath he and
`the mhcr IJirecIDr Mr. Sakiyama implied t0 mL- il was; 0K il‘I mntinucd with my ncw wrk. In
`addiliun. Lcmng mld our in-hnusc mums] SOOAH SOI'iR m give ma: u wnlmm lu him: Mi I7
`
`help build uddilimnal prflducls fur ZL. Sci: Exhibit (,iml-{c I&lcr signed 1hr: ll’ agrccmcnt without
`
`uhjccliun. H: bmught this: lawsuit fur a maliciflus purpnsas lu dualrny me.
`In response m Mr: Lcong's decluruliun paragraph 23. l am nm Ihc unc that
`initialed lhia lawsuit ht: did, In addilinn. hr: has nuw sued mu: inln 4 mhur auliuus in lhih [?iuurl. It
`
`II
`
`i-i hr: whim i5 {m Ihr; war path.
`
`I declare [ht flrrcgfling In be Irm: under penalty rjf perjury! Iixcculcd Ihia 2*) day 0f April
`
`M $
`
`5
`
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`W.
`
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`
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`
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`
`‘
`
`_
`
`/
`
`A‘IWINI’J SRINWAHAN
`
`Mwmnsimmm Inctrmmm
`
`h
`
`(ml: Nam Intusmmw
`
`

`

`EXHIBIT A
`EXHIBIT A
`EXHIBIT A
`EXHIBIT A
`
`

`

`AW
`
`AmmiSflnjxasan; mums
`Goals and strategies document
`Thursday, September 21, 2017 6:28:34 PM
`ZL goals, themes, strategies--September 2017.docx
`Untitled attachment 00055.htm
`
`FI'OH'“
`T0:
`Subject:
`Date:
`Attachments:
`
`Hi Arvind and Kon,
`Here’s a soft copy of the document to review for our meeting at 10:00 tomorrow. We can
`discuss it tomorrow or simply use it as a base t0 select next priority steps.
`Thank you.
`Abigail
`
`

`

`Meeting with Arvind and Kon, September 21, 2017
`
`Goals for the work:
`• Create clarity and alignment of your collective goals and plan for the next
`twelve months;
`• Assess conditions necessary and sufficient for the outcomes you set,
`including individual, relationship, and/or organizational leverage points;
`• Focus on what you personally can do to lead the effort to a better
`outcome.
`
`Shared interests:
`• Maximizing shareholder value and harvesting years of hard work
`• Selling the company and exiting management with good process, and in a
`timely way
`• Retaining good employees
`• Treating others fairly
`• More accountability
`• More transparency
`• Delivering on the customer value proposition
`• Having the other person change
`
`Themes:
`• Polarization dynamic obscures differing realities
`• Fixed mental models prohibit individual change, and therefore no change
`in your dynamic
`• Backward facing attention (the rearview mirror) limits your sense of
`possibility for the future
`• Operating from fight or flight with each other has you operating from your
`weakest links and reactivity versus agreed upon agendas and structures
`• Lack of expressed appreciation and respect for each other's contribution
`• Tendency for relational triangulation-involving others in your partnership
`disputes
`• Overlap of ownership and management power and responsibilities(cid:173)
`constricts strategic leverage on both fronts
`• See addendum for themes from management interviews
`
`Conditions for success:
`• Tolerance, equanimity, trust, and courage to practice doing your
`partnership differently until it's over.
`• Separating your functions as equity partners and key managers
`• Being willing to make, and be accountable, to your agreements
`• More transparency and communication
`• Building a management structure and team with delegated responsibility
`and authority
`
`

`

`• Structuring the organization/management with practices for direction and
`goal setting, delegation of authority, communication, and accountability
`
`Strategies and recommendations:
`• Executive coaching for Kon and Arvind to maximize your effectiveness in
`leading others, address your part in the reactivity dynamics, to help Arvind
`plan his exit, and to assist Kon in developing the management team and
`structures to lead the organization through the upcoming transitions.
`
`• A negotiated understanding of, and agreement on Arvind 's exit from
`management. (Arvind)
`
`• Selection and development of key management personnel to create a
`functioning management team with clear, delegated authority. This
`requires organizational restructuring . (Kon)
`
`• Documentation of near term goals and objectives, on both sides of the
`organization , including a sales and marketing plan update (Kon/team), an
`agreed upon schedule of bug fixes (Arvind/team)
`
`• An updated plan for selling the business (Kon)
`
`• Establish agreements on the schedule of reporting and access to
`information for partners and management to open up more transparency
`between you . Regular check-in meetings for accountability on progress
`against goals.
`
`

`

`Addendum
`Themes from the staff interviews August 16, 2017:
`
`• Good people, lots of talent, energy, and desire to help ZL succeed
`• Tired of the drama, chaos, and conflicts between Kon and Arvind-crises
`management, reactivity,
`o People know that Arvind is starting a new company, and want him
`and Kon to agree on exit plans without enlisting them in the
`tensions or expecting them to take sides
`o The "exception zone" mentality does not play well with the staff;
`people feel there is a "bubble of delusion" that stands in the way of
`actually functioning better as an organization
`• Need for planning:
`o Vision/overall direction
`o Strategic plan
`o KPOs-"What are our corporate priorities?"
`o Process for caring for current clients and being more responsive to
`their needs (as apposed to chasing after new clients to replace
`them)
`o Budgeting and financial information to organize resource
`allocations consistent with planning objectives
`• Need for organizational structuring:
`o Delegation of responsibilities and authority to top and mid level
`management
`o Job descriptions and reporting structures
`o Clarity of expectations for cross functional teaming and alignment
`with corporate priorities
`• Culture building imperative-people want:
`o More professionalism
`o More fairness in expectations across various groups-standard
`hours, performance standards; reduce favoritism and in group/out
`group dynamic
`o Accountability at all levels, including KIA
`o More appreciation, recognition, and rewards for meeting
`performance. Celebrating successes as a whole company
`o Breaking down the barrier between the development and business
`sides of the office-take down that wall
`• Career path structuring and clarity need
`o Build a learning and personal growth culture
`o Open up learning opportunities outside the organization
`
`

`

`EXHIBIT B
`EXHIBIT B
`EXHIBIT B
`EXHIBIT B
`
`

`

`From=
`To:
`Subject:
`Date:
`Attachments:
`
`.
`
`.
`
`I
`
`I
`
`.
`
`I
`
`.l
`
`Amindjflmxasan
`g
`SPLITDB Video
`Monday, November 13, 2017 6:12:31 AM
`Split DB Final Video.mp4
`
`Koichi-san,
`Thanks for meeting on Friday. I am attaching the video you wanted me to forward.
`
`Arvind.
`
`

`

`EXHIBIT C
`EXHIBIT C
`EXHIBIT C
`EXHIBIT C
`
`

`

`From:
`T0:
`Subject:
`Date:
`
`LLanQ
`Ammdjflnixasan
`Dr. Cavoukian mentioned this encryption as a superhot area
`Thursday, May 16, 2019 7:21:27 AM
`
`Homomorphic encryption allows computations on the encrypted data w/o decryption.
`
`Does homomorphic encryption compete with your split-key/data approach?
`
`H
`
`.
`
`I
`
`I.
`
`Homomorphic encryption
`”1,
`
`

`

`EXHIBIT D
`EXHIBIT D
`EXHIBIT D
`EXHIBIT D
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`

`

`From:
`To:
`Subject:
`Date:
`
`mm
`
`Amnfljnnmasan
`Re: My situation
`Thursday, May 23, 2019 7:31:11 AM
`
`Message receipt acknowledged.
`Am flying back tonight.
`Let's talk tomorrow.
`
`On Wednesday, May 22, 2019, 9:39:12 AM CDT, Arvind Srinivasan <arvinds@ymail.com> wrote:
`
`Kon,
`As you already know my intent to build new companies, I am looking at various option. When we had
`difference of opinion 2 years ago, I had started writing a new