Richards

I. BACKGROUND

19 Plaintiff Albert Richards purchased two identical Convertible Promissory Notes (the 20 “Notes”) in the amount of $250,000 each from Centripetal Networks, Inc. Second Amended 21 Complaint, Dkt. No. 53 ¶ 9 (“SAC”). The Notes guaranteed Plaintiff the option to convert his 22 outstanding principal and interest into shares of the company upon “any sale and issuance of 23 equity securities” by Centripetal. Id. at ¶ 17. 24 Plaintiff alleges that from 2016 through 2019, Centripetal sold and issued different “equity 25 securities” without providing notice to Plaintiff as required in the Notes. Id. ¶ 30. 26 In October 2019, the parties executed the Settlement Agreement, in which Centripetal paid 27 the balance on the Notes and Plaintiff relinquished his conversion rights. Id. ¶¶ 170–180. In the Settlement Agreement, Defendants represented that “no equity securities have been issued that would give rise to the Creditor’s option to convert” under the Notes. Id.; Id., Ex. T at 2. The Settlement Agreement also provided that Plaintiff “acknowledges and agrees that the issuance by Centripetal of common options and/or warrants do not constitute a Next…