Carlson

I. BACKGROUND1

1 A. Factual Background 2 Craig Carlson is the sole member of Carlson Produce, a limited liability company 3 organized under the laws of Illinois with its principal place of business in Illinois. Dkt. No. 27 ¶¶ 4 4-5, 17; Dkt. No. 93-3 ¶ 1. 5 Mr. Clapper is Chairman and founder of ScanX, a corporation organized under Delaware 6 law with its principal place of business in California. Dkt. No. 94-1 ¶¶ 2, 5. ScanX develops 7 instruments for “real-time” detection of chemicals in food. Id. ¶ 3. 8 On July 1, 2016, ScanX and Carlson Produce entered into a four-year Services Agreement. 9 Id. ¶ 6; Dkt. No. 93-3 ¶ 2, Ex. A. Pursuant to this agreement, Carlson Produce undertook 10 responsibility for “all revenue generation processes . . . including marketing, sales, customer 11 support, pricing, and revenue management.” Dkt. No. 93-3, Ex. A at 1. In exchange for those 12 services, ScanX agreed to pay Carlson Produce “compensation of $210,000 per year for consulting 13 activities” plus “a 35% of salary annual bonus,” and agreed that Carlson Produce would receive 14 “5.5% of ScanX stock to vest over 4 years.” Id. Additionally, ScanX agreed to reimburse Carlson 15…