2022 Shari Glazer Et Al V Mohammad Shaikh Et Al SUMMONS COMPLAINT 1

FILED: NEW YORK COUNTY CLERK 03/01/2022 04:53 PM INDEX NO.
650956/2022
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/01/2022
SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
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SHARI GLAZER and SWOON CAPITAL,
LLC,
Index No. ________
Plaintiffs,
-against- SUMMONS
MOHAMMAD SHAIKH, Plaintiffs designate New York County as

the place of the trial pursuant to CPLR § 509.
Defendant,
Venue is proper pursuant to CPLR § 503(a)
MATONEE, INC. because a substantial part of the events or
omissions giving rise to Plaintiffs’ claims
Nominal Defendant. occurred in New York County.
-----------------------------------------------------X
TO THE ABOVE-NAMED DEFENDANTS:
YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a
copy of your answer on Plaintiffs’ attorneys within twenty (20) days after the service of this
summons, exclusive of the day of service, or within thirty (30) days after the service is complete
if this summons is not personally delivered to you within the State of New York. In case of your
failure to appear or answer, judgment will be taken against you by default for the relief
demanded in the complaint.
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FILED: NEW YORK COUNTY CLERK 03/01/2022 04:53 PM INDEX NO. 650956/2022
Dated: New York, New York

March 1, 2022
KASOWITZ, BENSON, TORRES LLP
By: /s/ Sheron Korpus

Sheron Korpus
Sarmad M. Khojasteh
1633 Broadway
New York, New York 10019
(212) 506-1700
Attorneys for Plaintiffs

Shari Glazer and Swoon Capital, LLC
TO:
MOHAMMAD SHAIKH
3535 82nd Street, Apt. 53
Jackson Heights, New York 11372
MATONEE, INC.
c/o Corporation Service Company
80 State Street
Albany, New York 12207
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SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK
)
SHARI GLAZER and SWOON CAPITAL, )
LLC, )
)
Plaintiffs, )
)
-against- ) Index No: ___________
)
MOHAMMAD SHAIKH, ) COMPLAINT
)
Defendant, ) JURY TRIAL DEMANDED
)
MATONEE, INC. )
)
Nominal Defendant. )
)
COMPLAINT
Plaintiffs Shari Glazer (“Ms. Glazer”) and Swoon Capital, LLC (“Swoon Capital,” and
together with Ms. Glazer, “Plaintiffs”), through their undersigned counsel, for their Complaint
against Defendant Mohammad Shaikh (“Shaikh”), allege as follows:
NATURE OF COMPLAINT
1. This action arises out of a fraudulent scheme by Mohammad Shaikh to deprive
Ms. Glazer of her rightful share of a partnership in a blockchain1 technology venture. Ms. Glazer
is an investor with significant knowledge of the blockchain and cryptocurrency industry who
advises several major blockchain technology start-ups. Ms. Glazer’s family also owns a
professional football franchise and a Premier League soccer franchise.
1
A blockchain is a digital database containing information (such as records of financial
transactions) that can be simultaneously used and shared within a large, decentralized,
publicly accessible network.
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2. In early 2021, Ms. Glazer established a new business venture through Swoon
Capital, Ms. Glazer’s blockchain investment entity, to launch blockchain tokens2 and develop
blockchain-based applications for the sports, entertainment, and media industries, including for
use in ticket and concession sales (the “Venture”). Ms. Glazer intended to leverage her knowledge
of blockchain technology and her extensive network of family, personal, and professional contacts
in those industries to successfully market the Venture’s new tokens and applications.
3. In the summer of 2021, Ms. Glazer was introduced to Shaikh, a software engineer
for a major social media company who also served as a blockchain consultant. In August 2021,
Shaikh entered into a consulting agreement with Swoon Capital, pursuant to which Swoon Capital
would pay Shaikh $35,000 to identify existing blockchains that Swoon Capital and/or Ms. Glazer
could acquire and repurpose for the Venture (the “Consulting Agreement”). The Consulting
Agreement contained ironclad confidentiality, non-compete and non-solicit provisions prohibiting
Shaikh from divulging Ms. Glazer’s business plans and otherwise competing with Swoon Capital.
4. Thereafter, Ms. Glazer and Shaikh had several in-person meetings in New York
City in furtherance of the Venture, during which Ms. Glazer disclosed her confidential business
plans for the Venture to Shaikh. During those meetings, Shaikh also learned of Ms. Glazer’s
family’s sports franchises and her extensive network of contacts at major sports, entertainment,
and media companies, among others.
5. Shaikh proposed to Ms. Glazer that the business plan for the Venture be modified
such that, instead of acquiring and repurposing existing blockchains, Ms. Glazer would assemble
a team of engineers to develop a new, scalable blockchain. Shaikh represented to Ms. Glazer that
2
A token is a tradeable asset, such as a unit of cryptocurrency or a non-fungible token (“NFT”),
based on a particular blockchain.
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he could deliver engineers from a major social media platform to develop and supply the Venture’s
scalable blockchain. Ms. Glazer agreed to the proposed modification to the Venture, and agreed
to make Shaikh an equal partner in the Venture based on his ability to deliver top engineering
talent to the Venture.
6. Over the course of the following months, Ms. Glazer and Shaikh continued to
develop the business plan for the Venture, and participated in multiple telephone conferences on a
daily basis and exchanged numerous text messages each day concerning the Venture and their
partnership.
7. During those discussions, Ms. Glazer and Shaikh discussed their plan to develop
the Venture’s blockchain and agreed to hold the blockchain in a corporate entity they would jointly
establish and own as 50/50 partners. Ms. Glazer agreed to introduce Shaikh to her extensive
network of sports, media, and blockchain industry contacts, among others, whose organizations
were potential users of the Venture’s blockchain. Ms. Glazer also agreed to make an initial $10
million investment in the Venture (or more if necessary), and, critically, secured an additional $10
million financing commitment from a global media and entertainment conglomerate, which would
not only invest in the Venture but would be one of the Venture’s most important initial strategic
partners and users of the Venture’s blockchain. Ms. Glazer and Shaikh further agreed that these
investments would provide the Venture with sufficient liquidity to launch its blockchain without
the need for outside venture capital, which would dilute the value of the founders’ share equity
owned by Ms. Glazer and Shaikh. Ms. Glazer and Shaikh also agreed to retain counsel to
memorialize the terms of their partnership agreement in the relatively near future. These promises
formed the material terms of Ms. Glazer’s partnership agreement with Shaikh (the “Agreement”).
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8. Pursuant to the Agreement, and in furtherance of the Venture, Ms. Glazer continued
to introduce Shaikh – as her partner – to her extensive network of contacts in the sports, media,
and blockchain industries, among others, whose organizations were potential strategic partners for
the Venture and/or users of the Venture’s blockchain. Ms. Glazer arranged for Shaikh to attend
meetings and events with executives in those industries, including a meeting in the owner’s suite
at a professional football game in Los Angeles with top sports, entertainment, and blockchain
industry executives.
9. Although Shaikh had agreed to secure the Venture’s blockchain engineers, when it
came time to do so, Shaikh asked for Ms. Glazer’s urgent assistance in connection with securing
the engineering talent for the Venture. Shaikh told Ms. Glazer that she needed to put on an
elaborate show to entertain and impress two of the key engineers and convince them to sign onto
the Venture so that they would not accept other job offers. Shaikh told Ms. Glazer that the
engineers were legally free to leave their current employment to work on the blockchain for the
Venture.
10. Ms. Glazer agreed to Shaikh’s request, and delivered magnificently. She arranged
for and financed a luxury suite at the airport, a visit to a prominent digital artist’s studio, a
luncheon, a suite at a luxury hotel, and a meeting with her husband (the owner of a professional
football franchise) and the Executive from the global media and entertainment conglomerate.
During this full day of meetings, consistent with the Agreement, Ms. Glazer introduced Shaikh as
her partner in the Venture. Ms. Glazer made clear to the engineers that her financial support for
the Venture would pay their salaries for their work on the Venture’s blockchain.
11. To confirm what Shaikh previously had told her concerning the engineers’
employment contracts, Ms. Glazer specifically inquired of the engineers whether their leaving their
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current employment with a major social media platform would breach the terms of their
employment contracts or cause them any sort of conflict with their employer. The engineers
responded that they were free to leave their current employment and to develop the blockchain for
the Venture, and that this would not cause any issues or problems with the major social media
platform that employed them.
12. By the end of that day, Shaikh informed Ms. Glazer that the lead engineer who
Shaikh had identified as the most important engineer to retain (the “Engineer”), had committed to
coming to work as an employee of the Venture. Thereafter, the broader engineering team fell into
place. Having assembled the engineering talent to now execute the Venture’s business plan, the
potential value of the Venture grew enormously.
13. Unbeknownst to Ms. Glazer, however, Shaikh – aware of the enormous value the
Venture would possess with Ms. Glazer’s business plan and the Venture’s engineering team in
place – already had embarked upon a fraudulent scheme to deprive Ms. Glazer of her rightful
ownership in the Venture and unjustly enrich himself at her expense.
14. Specifically, despite that the Agreement prohibited Shaikh from seeking dilutive,
early-stage venture capital financing, Shaikh secretly commenced negotiations with a venture
capital firm, AH Capital Management, LLC d/b/a a16z (“a16z”), aimed at ousting Ms. Glazer from
the Venture and allowing a16z to make an equity investment in the Venture. Tellingly, when
Ms. Glazer learned that Shaikh had engaged in discussions with a16z, Shaikh assured her that he
had not disclosed anything concerning the Venture to a16z and that he was not pursuing an
investment from a16z because “VCs are the devil.” As it turns out, however, Shaikh’s statements
were false, and were made for the express purpose of misleading Ms. Glazer while Shaikh finalized
the terms of a16z’s investment in the Venture.
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15. Less than a month later, after Ms. Glazer had led the Venture’s successful efforts
to secure the Engineer and remainder of the engineering team, she discovered that Shaikh secretly
had incorporated a new corporate entity, Matonee, Inc., as the 100% owner of the Venture; named
himself as President of Matonee; and had purported to give her ownership interest in the Venture
to the Engineer and to a16z – and thereby to strip her of her 50% ownership in the Venture – for
absolutely no consideration.
16. Worse yet, Ms. Glazer discovered that, notwithstanding Shaikh’s representation
that he was not pursuing venture capital financing, Shaikh and a16z had finalized the terms of
a16z’s $75 million venture capital investment in the Venture in exchange for 7.5% ownership of
Matonee – at a total valuation for the Venture of $1 billion. More recently, Ms. Glazer learned
that Shaikh is seeking upwards of $200 million from a16z and other venture capital firms based
on a valuation for the Venture of $2 billion.
17. Ms. Glazer files this lawsuit to enforce her rights to her 50% founder’s equity in
the Venture. This action seeks damages arising from Shaikh’s breach of the Agreement and his
scheme to unjustly enrich himself by fraudulently stripping Ms. Glazer of her rightful ownership
in the Venture.
THE PARTIES
18. Plaintiff Shari Glazer resides in Los Angeles, California.
19. Plaintiff Swoon Capital, LLC is a Delaware limited liability company with its
principal place of business in Los Angeles, California.
20. Defendant Mohammad Shaikh resides in Jackson Heights, New York.
21. Nominal Defendant Matonee Inc., a Delaware corporation, is named as a nominal
defendant pursuant to NY C.P.L.R. § 1001 because its interests would be affected if Ms. Glazer
were to prevail in this litigation.
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JURISDICTION AND VENUE
22. This Court has subject matter jurisdiction because the claims set forth herein arise
out of New York state law.
23. This Court has personal jurisdiction over Defendant Mohammed Shaikh because
Shaikh is a resident of New York; because he regularly transacts business in New York; because
he entered into the contracts at issue in this action in New York; and because he committed a
substantial part of his tortious misconduct against Swoon Capital in New York, while domiciled
there.
24. Venue is proper in this Court because a substantial number of the events that form
the basis of this Complaint occurred in New York City, and this venue has been designated by
Plaintiffs under NY C.P.L.R. §509.
FACTUAL BACKGROUND
A. Swoon Capital and Shaikh Enter Into The Consulting Agreement
25. Swoon Capital is an investment vehicle run by Shari Glazer, an experienced
investor with significant knowledge of the blockchain and cryptocurrency industry who advises
several major blockchain technology start-ups. Ms. Glazer’s family also owns a professional
football franchise and a Premier League soccer franchise.
26. In May 2021, Ms. Glazer formed Swoon Capital and spearheaded a new business
venture pursuant to which Ms. Glazer, through Swoon Capital, would develop and market
blockchain tokens and blockchain-based applications for the sports, entertainment, and media
industries, including for use in ticket and concession sales (i.e., the Venture). Ms. Glazer would
leverage her extensive network of family, personal, and professional contacts in those industries
to successfully market the Venture’s new blockchain tokens and applications.
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27. In the summer of 2021, Ms. Glazer was introduced to Shaikh, a software engineer
for a major social media company who also served as a blockchain consultant, through a lawyer
who is a mutual acquaintance.
28. On August 7, 2021, Shaikh entered into the Consulting Agreement with Swoon
Capital. The Consulting Agreement required Shaikh to prepare a report identifying no fewer than
three existing blockchains suitable for Swoon Capital to purchase and repurpose for the Venture.
29. The Consulting Agreement contained ironclad confidentiality and confidentiality
protections to ensure that Shaikh did not misappropriate Ms. Glazer’s confidential business plan
for the Venture, or compete against it.
30. Among other provisions, the Consulting Agreement contains a confidentiality
provision that defines “SC Confidential Information” as “any and all [Swoon Capital] confidential
or proprietary information, data, business plans, financial information, transaction information,
trade secrets, know-how, inventions, technologies, techniques, methods, processes, research and
development, documentation and materials,” and that prohibits Shaikh from using SC Confidential
Information except “as necessary for the performance of the Services and solely for the benefit of
[Swoon Capital].” The Consulting Agreement also contains a non-compete provision prohibiting
Shaikh from “engag[ing] in any business . . . that is of the type and character or that is competitive
with any business conducted by [Swoon Capital]” for a period of one year after the termination of
the Consulting Agreement. Under the terms of the Consulting Agreement, these protections
survive the termination or expiration of the Consulting Agreement.
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B. Ms. Glazer and Shaikh Agree To Modify The Venture’s

Business Plan And To Operate The Venture As 50/50 Partners
31. On or about August 30, 2021, Ms. Glazer met Shaikh at Balthazar restaurant in
New York City to discuss Shaikh’s consulting assignment for Swoon Capital. Their discussions
continued over the next two days.
32. In the course of those discussions, Ms. Glazer shared information about the extent
of the corporate sponsorship available to her through her extensive network of close family,
personal, and professional contacts in the sports, entertainment, media, and other industries.
33. Seeing the opportunity to profit from Ms. Glazer’s extensive network, Shaikh
suggested that instead of the original consulting arrangement under which he was to find existing
blockchains for the Venture, he and Ms. Glazer pursue a new project to market a scalable, Layer
1 blockchain to (and through) Ms. Glazer’s extensive network. Thus, Shaikh never performed his
duties under the Consulting Agreement and did not receive payment thereunder. Instead,
Ms. Glazer and Shaikh agreed to change their consulting arrangement into a partnership in the
Venture.
34. Ms. Glazer’s idea of making use of blockchain tokens in connection with sports
franchises served as the starting point for discussions of the Venture.
35. Shaikh informed Ms. Glazer that there was a group of engineers at a major social
media platform who had developed scalable blockchain expertise, who planned to leave their
current employment, and who he believed would be interested in coming to work for the Venture
to build an open-source blockchain using their expertise.
36. The blockchain that Ms. Glazer and Shaikh discussed was a decentralized
blockchain built to enable scalable, user-friendly applications for the world. The Venture’s
blockchain would be unique to the market in that it was planned to have the ability to process
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transactions with more speed and accuracy than any existing blockchains and to supply massive
scalability, meaning that it could be used to process billions of transactions.
37. Ms. Glazer explained to Shaikh the enormous need for this type of blockchain
across numerous industries including professional sports teams, creator economy gaming, fashion
conglomerates, universities, and the automotive industry, among other industries.
38. Between August 2021 and November 2021, in furtherance of the Venture and their
partnership, Ms. Glazer and Shaikh met in person multiple times, participated in multiple
telephone conferences each day, and exchanged text messages on a daily, and sometimes hourly,
basis.
39. During those discussions, Ms. Glazer agreed to introduce Shaikh to her network of
contacts at professional sports organizations, media companies, cryptocurrency exchanges, and
other large corporations to have them sign on as users of the Venture’s blockchain and, in the case
of the cryptocurrency exchanges, to have them list the Venture’s blockchain tokens. Ms. Glazer
also agreed to provide $10 million in financing (more if needed), and to secure an additional $10
million initial investment from within her network, to pay the Venture’s engineers’ salaries and to
finance the legal, public relations, and other costs to set up the company that was to launch the
Venture’s blockchain. Ms. Glazer and Shaikh further agreed that they would not seek outside
venture capital financing during the early stages of the Venture. This was a critical aspect of the
Agreement, as accepting early-stage venture capital investments would have diluted Ms. Glazer’s
founder’s equity in the Venture. For his part, Shaikh agreed to deliver engineers with whom he
was acquainted to develop the Venture’s blockchain asset, and, in response to Ms. Glazer’s
concerns, advised Ms. Glazer that those engineers were free to leave their existing employment
and join the Venture without violating any obligations to their current employer.
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40. In consideration for Ms. Glazer’s contribution to the Venture of her business plan,
access to her extensive personal and professional network, her $10 million financing commitment
and her agreement to secure an additional $10 million in non-dilutive initial financing, and for
Shaikh’s promise to secure highly-qualified blockchain engineers to develop the Venture’s
scalable, Layer 1 blockchain asset, Ms. Glazer and Shaikh agreed to be equal partners in the
Venture, sharing the equity on a 50-50 basis and sharing profits and losses equally. Ms. Glazer
and Shaikh further agreed that they would form a corporation to hold and launch the Venture’s
blockchain asset, and that they would each be entitled to an equal number of that corporation’s
founder’s shares. These terms formed the material aspects of the Agreement.
41. Ms. Glazer and Shaikh also agreed to retain counsel to memorialize their
partnership in the Venture in a written partnership agreement pursuant to the terms of the
Agreement.
C. Ms. Glazer Introduces Shaikh To Her

Network In Furtherance Of The Venture
42. Having understood the breadth and depth of Ms. Glazer’s personal and professional
network, Shaikh lost no time in availing himself of Ms. Glazer’s contacts. He requested, and
Ms. Glazer provided, introductions to executives and principals of several major professional
sports organizations, media and entertainment outlets, and cryptocurrency exchanges that
Ms. Glazer and Shaikh agreed to target as strategic partners, investors, and/or users of the
Venture’s blockchain.
43. For example, on September 25, 2021, Ms. Glazer set up a dinner for Shaikh at
Spago in Los Angeles, California, where she introduced him – as her partner in the Venture – to
the Chief Operating Officer of a major cryptocurrency exchange and the principal of a professional
sports league’s investment fund.
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44. The next day, Ms. Glazer arranged for Shaikh to attend a professional football game
in the owner’s suite, where she introduced Shaikh – as her partner – to her husband (the owner of
a professional football franchise) and senior executives of leading blockchain technology
companies, a professional sports league, and a leading sports and entertainment talent agency, and
reintroduced him to the Chief Operating Officer of the major cryptocurrency exchange that
Ms. Glazer and Shaikh hoped would list the Venture’s blockchain tokens for trading. Ms. Glazer
invited Shaikh to join her and these individuals in the owner’s suite, and made these introductions,
in furtherance of the Venture and for no other reason.
45. Ms. Glazer’s and Shaikh’s daily discussions concerning their partnership in the
Venture and the Venture’s business plan continued throughout the ensuing weeks. During this
period, Ms. Glazer worked tirelessly to further the Venture, including by sourcing the additional
$10 million investment that Ms. Glazer and Shaikh had agreed would – along with Ms. Glazer’s
own $10 million investment – obviate the need for a dilutive, early-stage investment from a venture
capital firm.
46. On November 2, 2021, Ms. Glazer arranged a dinner for herself, Shaikh, the lawyer
who introduced them, and an executive from one of the world’s largest entertainment and media
conglomerates (the “Executive”) at Benoit restaurant in New York City to discuss the Venture. At
the dinner, Ms. Glazer introduced Shaikh as her partner and they discussed the Venture’s business
plan with the Executive. Ultimately, the Executive agreed at the dinner that his company would
become one of the first users of the Venture’s blockchain and a strategic partner for the Venture,
that he would help convince his companies’ affiliates to sign on as users of the blockchain, and
that his company would match Ms. Glazer’s $10 million investment. Ms. Glazer and Shaikh and
the Executive further agreed that his company’s investment would not affect Ms. Glazer’s right to
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50% of the founder’s shares in the corporation to be formed by the Venture to hold and launch the
Venture’s blockchain.
47. On November 3, 2021, Ms. Glazer arranged for Shaikh to attend an exclusive event
at an arts center in New York City put on by a major cryptocurrency exchange, with numerous
attendees from top cryptocurrency funds as well as top NFT artists. Ms. Glazer did this in
furtherance of her partnership with Shaikh in the Venture, which was the sole reason she arranged
for Shaikh to attend the event, to which Shaikh otherwise would not have been invited.
48. During these meetings, Ms. Glazer introduced Shaikh as her partner, and at no time
did Shaikh inform anyone in attendance at any of these meetings that he did not consider
Ms. Glazer to be his equal partner in the Venture. Shaikh never would have met any of these
individuals were it not for Ms. Glazer’s introductions, which she made in furtherance of the
Venture and in accordance with the Agreement, and for no other reason.
49. On November 4, 2021, Shaikh asked Ms. Glazer for an introduction to an executive
for a 4K streaming and sports and entertainment ticketing platform. Ms. Glazer made the
introduction in furtherance of the Venture and with the expectation that her partnership with
Shaikh would soon be formalized in a written partnership agreement, as they had agreed.
50. That same day, Ms. Glazer and Shaikh explicitly affirmed their commitment to
each other as equal partners in their Venture, which they agreed to call “Project Peppermill,” and
agreed that the Venture’s public-facing company would be launched in the very near term.
Specifically, Ms. Glazer and Shaikh exchanged the following electronic messages:
Ms. Glazer: “Hi! Did you have fun last night? I’m reallllly excited.”
Shaikh: “It’s go time.”
Ms. Glazer: “Right?...You and me partners.”
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Shaikh: “100% agree. I think we need to start getting things tied up in serious order.”
51. In sum, the Agreement between Ms. Glazer and Shaikh provided that:
(i) Ms. Glazer and Shaikh would build on Ms. Glazer’s existing business plan for the Venture and
would expand its scope from purchasing to developing blockchain; (ii) Ms. Glazer would provide
$10 million in start-up financing (and more if needed) and would secure an additional $10 million
investment to attract and hire blockchain engineers and to pay their salaries, and to finance the
legal, public relations, and other costs to set up the company that was to launch the Venture’s
blockchain, specifically to avoid the need for investments from venture capital firms that would
reduce Ms. Glazer’s founder’s shares (and therefore control) of the corporation to be formed by
the Venture; (iii) Ms. Glazer would continue to introduce Shaikh to key executives and principals
of companies in the sports, entertainment, media, and blockchain industries as her partner, in
furtherance of the Venture; (iv) Shaikh would deliver the blockchain engineers from the social
media platform where he worked to develop a scalable, Layer 1 blockchain for the Venture, which
would be capable of supporting up to billions of simultaneous transactions; (v) Ms. Glazer and
Shaikh would form a corporation to hold and launch the Venture’s blockchain and tokens, and
would market the Venture’s blockchain through Ms. Glazer’s extensive network of contacts; and
(vi) Ms. Glazer and Shaikh would be equal, 50/50 partners sharing equally in the Venture’s profits
and losses, and having equal numbers of founder’s shares in the company they would form to carry
out the business of the Venture.
D. Shaikh And A16Z Secretly Commence Discussions Concerning the Venture
52. On November 4, 2021, after Ms. Glazer and Shaikh explicitly committed to their
partnership, Ms. Glazer informed Shaikh that she was putting together a list of ideal strategic
investment partners for the Venture, including two professional sports leagues whose adoption of
the Venture’s blockchain would essentially guarantee its success. Ms. Glazer reiterated to Shaikh
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that, as they had agreed, investment in the Venture would be limited at first and that there was no
need for the Venture to seek dilutive investments from predatory venture capital firms.
53. Unbeknownst to Ms. Glazer, however, Shaikh – aware of the enormous value the
Venture would possess with Ms. Glazer’s business plan and its engineering team in place – already
had embarked upon a fraudulent scheme to deprive Ms. Glazer of her rightful ownership in the
Venture and unjustly enrich himself in doing so.
54. Indeed, by early November 2021, Shaikh – notwithstanding his agreement with
Ms. Glazer that the Venture would not pursue early-stage venture capital financing, and that his
fiduciary duties as Ms. Glazer’s partner and co-venturer precluded him from acting against
Ms. Glazer’s interests with respect to their partnership – had begun secret discussions with a16z,
a venture capital fund that invests heavily in the blockchain/cryptocurrency market. When
Ms. Glazer learned of Shaikh’s unauthorized discussions with a16z, she reiterated to him that “we
need to hold the majority” of the equity in the Venture because initial financing already was in
place, which Shaikh did not dispute.
55. Ms. Glazer also specifically asked Shaikh not to disclose anything about the
Venture to a16z. In response, Shaikh explicitly represented to Ms. Glazer that he would do nothing
of the sort, telling her “Of course not,” and that “VCs are the devil.” Ms. Glazer emphasized to
defendant there was no need for venture capital at that point, that there might be a strategic need
at some point but “definitely not now.”
56. Shaikh’s statements were false, however, and were made for the express purpose
of fraudulently inducing Ms. Glazer to contribute her extensive resources and know-how in
furtherance of the Venture, including, without limitation, towards recruiting and assembling a top-
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flight engineering team, while Shaikh and a16z finalized the terms of a16z’s investment in the
Venture.
57. Shaikh’s discussions with a16z concerning the Venture and the Venture’s business
plan also breached Shaikh’s duties under the confidentiality provision of the Consulting
Agreement. That provision survived Ms. Glazer’s and Shaikh’s conversion of their consulting
arrangement into a partnership.
E. Ms. Glazer Secures The Engineering Talent For The Venture
58. On or about November 7, 2021, Ms. Glazer and Shaikh discussed next steps for
their Venture, including Shaikh’s plan to recruit eight engineers who were part of the team needed
to complete the Venture’s blockchain. Ms. Glazer reaffirmed her commitment to invest $10
million in order to, inter alia, to secure the engineers for the Venture. Shaikh agreed that securing
the engineers, which Ms. Glazer’s financial commitment made possible, was “the most important
thing” needed for the Venture.
59. Thereafter, notwithstanding that his one contribution to the Venture was to supply
the engineering talent, Shaikh informed Ms. Glazer that he urgently needed Ms. Glazer’s
assistance to convince the engineers he had identified to come work for the Venture.
60. Specifically, Shaikh asked Ms. Glazer to arrange and finance a day of lavish
entertainment for himself, the Engineer, and an additional engineer, including a visit to a prominent
digital artist’s studio. Shaikh told Ms. Glazer that both engineers had other job offers and that it
was critical to impress them. Ms. Glazer readily agreed to take whatever steps were necessary to
convince the engineers to come to work for the Venture.
61. On or about November 17, 2021, Shaikh, the Engineer, and another engineer
travelled from San Francisco to Los Angeles to attend a full day of meals and events that
Ms. Glazer had arranged and financed for them.
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62. Specifically, Ms. Glazer arranged and paid for: (i) a private suite at the airport for
Shaikh and the engineers, at a cost of $6,300; (ii) a private studio visit with a prominent digital
artist; (iii) lunch at Ms. Glazer’s private club with the Executive, whose company had agreed to
invest in, and become a strategic partner of, the Venture; (iv) a visit to the office of her husband,
the owner of a professional football franchise that Ms. Glazer and Shaikh hoped would also
become a strategic partner for the Venture, where Shaikh and the engineers received gifts of
professional sports gear; and (vii) a driver to transport Shaikh and the engineers to the digital
artist’s studio, the luncheon at Ms. Glazer’s club with the Executive, and Ms. Glazer’s husband’s
office, at a cost of $3,375.
63. During the meetings that day, Ms. Glazer and Shaikh made clear to the engineers
that they were partners and were committed to the success of the Venture. Ms. Glazer told the
engineers that she and the Executive would supply the initial capital that would fund their salaries
during the development and launch of the Venture’s blockchain, and Ms. Glazer, Shaikh, and the
engineers discussed the timeline for the launch of the Venture’s Layer 1 blockchain and potential
use cases.
64. During their meeting with Ms. Glazer and her husband, Shaikh and the engineers
stated that they would be able to develop the Venture’s blockchain in three months, and promised
that they would not use any proprietary information owned by their current employer to do so.
Ms. Glazer specifically inquired of the engineers whether their leaving their current employment
with a major social media platform would cause them any conflict with that employer. The
engineers responded that they were free to leave their current employment with the major social
media platform and to develop the blockchain for the Venture, and that this would not cause any
issues or problems with their current employer.
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65. After that day’s events, Shaikh informed Ms. Glazer that the Engineer had
committed to accepting employment with the Venture.
F. Ms. Glazer Continues To Work In Furtherance Of The Venture
66. Thereafter, Ms. Glazer committed all of her energy towards identifying strategic
partners for the Venture, including professional sports leagues and franchises, media and
entertainment companies, cryptocurrency exchanges and NFT marketplaces, leading social media
and “metaverse” companies, and other companies in the fashion, travel, retail, and advertising
industries, among others, who would agree to be early adopters of the Venture’s blockchain and/or
to list the Venture’s blockchain tokens for trading. Ms. Glazer and Shaikh further agreed that
Ms. Glazer would have the title of Chief Business Operator for the company to be incorporated by
the Venture to hold and launch the Venture’s blockchain.
67. Shaikh asked for Ms. Glazer’s assistance in locating office space for that company,
and they discussed the possibility of leasing an office in San Mateo, California, near where the
Engineer lived.
68. In furtherance of the Venture, Ms. Glazer also prepared and sent Shaikh a business
plan outlining a number of business and marketing initiatives for the Venture’s public-facing
company and the Venture’s blockchain. The business plan Ms. Glazer prepared and provided to
Shaikh covered topics including:
a. The structure for the company to be formed by the Venture;
b. Strategic partners for the Venture and/or users of the Venture’s blockchain,
including sports franchises/leagues, social media and “metaverse” companies,
streaming, entertainment, music, and gaming companies, and government agencies;
c. Use cases for the Venture’s blockchain, including for sports team/league-branded
blockchain tokens and ticket and concession sales, music and entertainment ticket
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and concession sales, social media and “metaverse” transactions, gaming
transactions, decentralized blockchain exchanges, and records of real estate deeds
and automotive titles;
d. Node3 operators for the Venture’s blockchain; and
e. Blockchain trading platforms that would list the Venture’s blockchain for trading.
69. In late November and early December 2021, Ms. Glazer and Shaikh continued to
participate in multiple telephone conferences and to exchange numerous text messages each day
to discuss the steps needed to launch the Venture’s blockchain. Among other things, Ms. Glazer
sent Shaikh potential names for the Venture’s public-facing company and blockchain, and offered
to engage the services of a copywriter under a non-disclosure agreement to assist in the naming
process.
70. On December 1, 2021, after Ms. Glazer asked Shaikh whether the Engineer was
“still good,” Shaikh told Ms. Glazer, “Yep, we’re full steam ahead,” and that he and the Engineer
would be meeting the following week to finalize “the team [of engineers] that we’re taking with
us” from their mutual employer to join the Venture. That same day, Ms. Glazer told Shaikh that
she wanted to ensure that she had time set aside to “allocate for the launch/set up” of the Venture’s
public-facing company, which was to mark the start of full-time work by the engineers on the
Venture.
71. Ms. Glazer and Shaikh also discussed which law firm the Venture should use to
reduce the Agreement to writing, formalize the organizational documents for the partnership, and
incorporate the public-facing company that would hold and launch the Venture’s blockchain.
3
A “node” is essentially a computer server that hosts and creates blockchain data.
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72. The next day, December 2, 2021, Shaikh wrote to Ms. Glazer that her share of the
Venture would “make [her] an independent billionaire.”
73. During this period, on at least two occasions, Ms. Glazer asked Shaikh whether it
was time to incorporate the Venture’s new public-facing business, and on both occasions Shaikh
told Ms. Glazer that it was not yet time to do so.
G. Shaikh Fraudulently Strips Ms. Glazer

Of Her Ownership Interest In The Venture
74. Unbeknownst to Ms. Glazer, on December 3, 2021, Shaikh secretly incorporated
Matonee, Inc. – the public-facing company that would hold and launch the Venture’s blockchain.
75. At the same time, Shaikh entered final stages of negotiations with a16z for a venture
capital investment in the Venture in derogation of the Agreement. In connection therewith, Shaikh
– breaching his contractual and fiduciary duties to Swoon Capital – disclosed Swoon Capital’s
confidential information, including Ms. Glazer’s business plan (in which Swoon Capital had an
interest), to a16z.
76. During this period, while Shaikh was secretly planning to oust Ms. Glazer from her
ownership interest in the Venture, he concealed his misconduct by representing to Ms. Glazer that
the Venture was close to getting its business underway, with full time work commencing. For
example, on December 4, 2021, Shaikh sent Ms. Glazer an electronic message concerning the
Venture, stating colloquially: “LFG” (Let’s f***ing go).
77. On December 7, 2021, Ms. Glazer learned from the Executive that Shaikh had
executed a term sheet with a16z. Ms. Glazer was shocked, as she and Shaikh had specifically
agreed to not pursue venture capital financing in the Agreement. When Ms. Glazer confronted
Shaikh about why he had received a term sheet from a venture capital firm, he stated that “our
entity just got formed today” – notwithstanding that he had secretly incorporated it four days earlier
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– and that a16z’s principal, Chris Dixon, simply “wanted to get [the term sheet] in front of us.”
The next day, Ms. Glazer wrote to Shaikh that she was “confused as we left it at our last call that
we’re going to set up a company you me and [the Engineer] and now I’m submitting term sheets
with other vc’s? Can we discuss today?”
78. On December 16, 2021, after not hearing from Shaikh, Ms. Glazer convened a
Zoom conference with Shaikh, the lawyer who had introduced them, and the Executive, wherein
she confronted Shaikh concerning his dealings with a16z. During that conference, Shaikh stated
that he and Ms. Glazer had never agreed to a partnership, thereby repudiating the Agreement.
Shaikh promised, however, that Ms. Glazer would be “taken care of” and would receive substantial
equity in Matonee pursuant to a side letter.
79. On December 24, 2021, Shaikh sent Ms. Glazer a document entitled “High Level
Term Sheet for Series Seed Preferred Stock Financing of Matonee, Inc. (Company) Prepared for
Shari Glazer” (the “Matonee Term Sheet”). The Matonee Term Sheet provided that a16z would
receive 7.5% ownership of Matonee in exchange for a $75 million equity investment, identified
Shaikh as President of Matonee and Shaikh and the Engineer as the founders and initial board
members of Matonee. The Matonee Term Sheet did not reflect Ms. Glazer’s 50% ownership
interest in the Venture or Matonee, and did not provide for Ms. Glazer to receive any founder’s
shares in Matonee. Instead, the Matonee Term Sheet provided that Ms. Glazer could invest $10
million in exchange for only 1% of the equity in Matonee.
80. On December 26, 2021, Shaikh sent Ms. Glazer a draft of the side letter he had
promised during the December 16, 2021 Zoom conference. The side letter provided, in relevant
part, that Ms. Glazer would be entitled to invest a minimum of $5 million in Matonee (only half
of the $10 million set forth in the Matonee Term Sheet), that she would be “required to run a node”
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for Matonee, and that she would be offered the role of Special Advisor, with compensation to be
decided solely by Matonee.
81. Ms. Glazer recently learned that Shaikh is seeking to raise $200 million from a16z
and other venture capital firms based on a valuation for the Venture of $2 billion.4
82. Ms. Glazer and Swoon Capital now bring this action to enforce Ms. Glazer’s rights
to 50% of the founder’s equity in Matonee pursuant to the Agreement, and for damages arising
from Shaikh’s breach of the Agreement, the Consulting Agreement and his fraud, breaches of
fiduciary duty, and negligence.
FIRST CAUSE OF ACTION

(Breach of the Agreement on behalf of Plaintiff Shari Glazer)
83. Ms. Glazer repeats and realleges the allegations in the preceding paragraphs as if
fully set forth herein.
84. Ms. Glazer and Shaikh entered into an oral partnership contract (i.e., the
Agreement) whereby they agreed: (i) to build on Ms. Glazer’s existing business plan for the
Venture and to expand its scope from purchasing to developing blockchain; (ii) that Ms. Glazer
would provide $10 million in start-up financing (and more if needed) and would secure an
additional $10 million investment to attract and hire blockchain engineers and to pay their salaries,
and to finance the legal, public relations, and other costs to set up the company that was to launch
the Venture’s blockchain, specifically to avoid the need for investments from venture capital firms
that would reduce Ms. Glazer’s founder’s shares (and therefore control) of the corporation to be
formed by the Venture; (iii) that Ms. Glazer would introduce Shaikh to key executives and
4
See Zack Seward, “Ex-Meta Coders Raising $200M to Bring Diem Blockchain to Life:
Sources,” CoinDesk, February 24, 2022, https://www.coindesk.com/business/2022/02/24/ex-
meta-coders-raising-200m-to-bring-diem-blockchain-to-life-sources/?outputType=amp.
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principals of companies in the sports, entertainment, media, and blockchain industries as her
partner, in furtherance of the Venture; (iv) that Shaikh would deliver the blockchain engineers
from the social media platform where he worked to develop a scalable, Layer 1 blockchain for the
Venture, which would be capable of supporting up to billions of simultaneous transactions; (v) that
Ms. Glazer and Shaikh would form a corporation to hold and launch the Venture’s blockchain and
tokens, and would market the Venture’s blockchain through Ms. Glazer’s extensive network of
contacts; and (vi) that Ms. Glazer and Shaikh would be equal, 50/50 partners, sharing equally in
the Venture’s profits and losses, and having equal numbers of founder’s shares in the company
formed to carry out the business of the Venture (i.e., Matonee).
85. Ms. Glazer adequately performed under the Agreement, including by contributing
the business plan for the Venture, incurring substantial expenses in connection with the recruitment
of the Engineer, introducing Shaikh – as her partner – to her extensive network of personal and
professional contacts in furtherance of the Venture, and ensuring that she had at all relevant times
at least $10 million available to finance the Venture, which money would otherwise have been
used for other investment opportunities.
86. Shaikh materially breached his duties under the Agreement by failing to adequately
perform his one duty thereunder, i.e., procuring the Venture’s engineering team, by denying
Ms. Glazer’s interest in the Venture and Matonee and asserting that she had no right to any
founder’s shares in Matonee, and repudiating the Agreement, including by entering into a term
sheet with a16z that effectively disclaimed Ms. Glazer’s interest in the Venture and Matonee,
relegated Ms. Glazer to ordinary investor status in Matonee, and provided that her $10 million
capital investment – which Ms. Glazer and Shaikh previously agreed in the Agreement would
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entitle her to a 50% interest in the Venture and 50% of the founder’s shares in Matonee – would
merely entitle Ms. Glazer to 1% of the equity in Matonee.
87. Shaikh further breached the Agreement by secretly obtaining venture capital
funding for the Venture without Ms. Glazer’s knowledge or approval in derogation of the
Agreement, when Shaikh knew that Ms. Glazer would not and did not agree to bring in venture
capital firms as early-stage investors, and by purporting to take and convey to Matonee (and
therefore to a16z) Ms. Glazer’s equity interest in the Venture.
88. As a direct and proximate result of Shaikh’s material breaches of the Agreement,
Ms. Glazer has suffered significant monetary losses in an amount to be proven at trial, but no less
than $1 billion.
SECOND CAUSE OF ACTION

(Breach of Fiduciary Duty on behalf of Plaintiff Shari Glazer)
90. Ms. Glazer and Shaikh entered into an oral agreement to form a partnership in the
Venture as set forth above (i.e., the Agreement).
91. Pursuant to the Agreement and independently, due to his position as Ms. Glazer’s
business confidant and the position of trust that he assumed with respect to Ms. Glazer and her
business plans and affairs outside of the confines of the Agreement, Shaikh owed Ms. Glazer
fiduciary duties.
92. Shaikh breached his fiduciary duties as set forth above by, among other things:
(i) concealing the fact that he was communicating with a16z to obtain financing for the Venture
when he knew Ms. Glazer did not and would not agree to bring on a venture capital firm as an
early-stage investor in the Venture; (ii) disclosing Ms. Glazer’s confidential business plan and
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information to a16z in furtherance of his efforts to deprive her of her interest in the Venture and
her founder’s shares in Matonee; (iii) concealing the fact that he had incorporated Matonee on
December 3, 2021 despite telling Ms. Glazer on multiple occasions that it was not yet time to do
so, and misrepresenting that he had not incorporated Matonee until December 7, 2021, in order
purportedly to explain why he had received a term sheet from a16z on December 7, 2021 (the
existence of which Shaikh also attempted to conceal) and thereby to assuage Ms. Glazer’s concerns
about Shaikh’s receipt of the a16z term sheet; (iv) concealing that he did in fact obtain a
commitment from a16z in secret to fund the Venture; (v) usurping opportunities created by and
for the Venture, and Ms. Glazer’s contributions thereto, for his own financial benefit; and
(vi) depriving Ms. Glazer of her rightful interest in the Venture and of her founder’s shares in
Matonee.
93. As a direct and proximate result of Shaikh’s breaches of his fiduciary duties,
Ms. Glazer has suffered significant monetary losses in an amount to be proven at trial, but no less
than $1 billion.
THIRD CAUSE OF ACTION

(Fraud on behalf of Plaintiff Shari Glazer)
95. Shaikh made material misrepresentations and omissions of fact to Ms. Glazer by,
among other things:
i. Concealing the fact that he was communicating with a16z in order to obtain
financing for the Venture when he knew Ms. Glazer did not and would not
agree to bring on a venture capital firms as an early-stage investor in the
Venture, including specifically by misrepresenting to Ms. Glazer in a text
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message sent to Ms. Glazer on November 8, 2021 that “of course” he would
not disclose any information to a16z concerning the Venture and by stating
that “VCs are the devil,” after Ms. Glazer learned that Shaikh had been in
contact with a16z;
ii. Concealing the fact that he had incorporated Matonee on December 3, 2021,
despite telling Ms. Glazer on multiple occasions that it was not yet time to
do so, including specifically by misrepresenting to Ms. Glazer in a text
message sent on December 7, 2021 that “our entity [i.e., Matonee] just got
formed today” and that a16z “wanted to get [the term sheet] in front of us,”
in order to prevent Ms. Glazer from inquiring as to the timing of Shaikh’s
receipt of a term sheet from a16z; and
iii. Concealing the fact that he had received a term sheet from a16z on
December 7, which information was provided to Ms. Glazer by the
Executive and not by Shaikh, and by concealing the terms thereof until
December 24, 2021;
iv. Misrepresenting during a December 16, 2021 Zoom conference that
Ms. Glazer would be “taken care of” through a side letter that would provide
her a significant equity interest and founder’s shares in Matonee;
v. Purporting to deny Ms. Glazer her rightful interest in the Venture, and
therefore Matonee, specifically by sending Ms. Glazer the Matonee Term
Sheet on December 24, 2021, which made no mention of Ms. Glazer’s 50%
ownership interest in the Venture, did not provide for Ms. Glazer to receive
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any founder’s shares in Matonee, and instead provided Ms. Glazer with a
right to invest $10 million in exchange for 1% of the equity in Matonee; and
vi. Purporting to deny Ms. Glazer her rightful interest in the Venture, and
therefore Matonee, specifically by sending Ms. Glazer the side letter on
December 26, 2021, which made no mention of Ms. Glazer’s 50%
ownership interest in the Venture, did not provide for Ms. Glazer to receive
any founder’s shares in Matonee, and instead provided Ms. Glazer with a
right to invest only $5 million in Matonee and the title of special advisor,
with compensation to be decided entirely by Shaikh.
96. Shaikh made these misrepresentations and omissions with knowledge of their
falsity and with the specific intent that Ms. Glazer would rely on these misrepresentations and
omissions long enough to enable Shaikh to finalize the terms of his deal with a16z, so that he could
secure alternative financing for the Venture and thereby attempt to deprive Ms. Glazer of her
rightful interest therein.
97. Ms. Glazer reasonably relied on Shaikh’s misrepresentations and omissions by
(i) continuing to expend resources in furtherance of the Venture, including, without limitation, in
connection with recruiting the Engineer and vetting his team of engineers; (ii) introducing Shaikh
to numerous sports, entertainment, media, and blockchain industry leaders; and (iii) allowing
Shaikh to proceed as a partner in the Venture, which permitted Shaikh to shop and ultimately trade
on the Venture’s business plan to a16z.
98. As a direct and proximate result of Shaikh’s fraudulent misrepresentations and
omissions, Ms. Glazer has suffered significant monetary losses in an amount to be proven at trial,
but no less than $1 billion.
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FOURTH CAUSE OF ACTION

(Promissory Estoppel on behalf of Plaintiff Shari Glazer)
100. Shaikh clearly and unambiguously promised Ms. Glazer that in exchange for her
business plan and its commitment to provide $10 million in initial capital for the Venture, and for
providing Shaikh access to Ms. Glazer’s extensive network of contacts, Ms. Glazer would own
50% of the Venture and would be considered a founder, and entitled to 50% of the founder’s
shares, of any company formed to carry out the business of the Venture (i.e., Matonee).
101. Ms. Glazer would not have agreed, and did not agree, to replace the Consulting
Agreement with Shaikh, under which he was to act as a for-hire consultant and be paid $35,000,
with an arrangement in which Ms. Glazer was anything less than an equal founding partner in the
Venture.
102. Ms. Glazer relied on Shaikh’s promise by, among other things, providing Shaikh
her business plan for the Venture, incurring substantial expenses in connection with the
recruitment of the Engineer, introducing Shaikh – as her partner – to her extensive network of
personal and professional contacts in furtherance of the Venture, and ensuring that she had at all
relevant times at least $10 million available to finance the Venture, which money would otherwise
have been used for other investment opportunities.
103. Ms. Glazer’s reliance on Shaikh’s promise that she would be an equal partner with
Shaikh in the Venture was reasonable, because the Venture was Ms. Glazer’s idea in the first place
and because the consideration that she promised to provide, and did provide, in exchange for
Shaikh’s promise was significant.
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104. As a direct and proximate result of Ms. Glazer’s reasonable reliance on Shaikh’s
broken promises as set forth above, Ms. Glazer has suffered significant monetary losses in an
amount to be proven at trial, but no less than $1 billion.
FIFTH CAUSE OF ACTION

(Unjust Enrichment on behalf of Plaintiff Shari Glazer)
106. Ms. Glazer contributed to the Venture, among other things of value, the business
plan for the Venture, substantial expenses in connection with the recruitment of the Engineer, and
introductions for Shaikh to Ms. Glazer’s extensive network of contacts, and ensured that at all
relevant times she had at least $10 million available to finance the Venture, which money would
otherwise have been used for other investment opportunities.
107. Ms. Glazer’s contributions, aside from entitling her in equity to a 50% interest in
the Venture, were independently valuable and added significant value to the Venture, and therefore
enriched Shaikh through his interest in Matonee, which was formed to carry out the business of
the Venture and in which Ms. Glazer has a 50% equity interest.
108. In excluding Ms. Glazer from the Venture and denying her any founder’s equity in
Matonee, Shaikh was unjustly enriched by Ms. Glazer’s significant, valuable contributions to the
Venture.
109. Shaikh’s taking and retention of Ms. Glazer’s founder’s share of Matonee deprived
Ms. Glazer of her equal ownership interest therein, and violates principles of equity and good
conscience.
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110. As a direct and proximate result of Shaikh’s unjust enrichment at Ms. Glazer’s
expense, Ms. Glazer has suffered significant monetary losses in an amount to be proven at trial,
but no less than $1 billion.
SIXTH CAUSE OF ACTION

(Declaratory Relief on behalf of Plaintiff Shari Glazer)
112. Ms. Glazer seeks declaratory relief pursuant to NY C.P.L.R. § 3001.
113. Ms. Glazer and Shaikh agreed pursuant to the Agreement and as material terms
thereof that Ms. Glazer was a founder of the Venture, that she was entitled to a 50% interest in the
Venture, and that she was entitled to 50% of the founder’s shares in any corporation formed to
carry out the business of the Venture (i.e., Matonee).
114. In contravention of Ms. Glazer’s right to 50% of the Venture under the Agreement,
Shaikh has entered into an agreement on Matonee’s behalf with a16z whereby a16z has agreed to
invest $75 million in Matonee for 7.5% of the company, at a total valuation of $1 billion.
115. Shaikh’s breaches of his Agreement with Ms. Glazer and of the fiduciary duties he
owes to Ms. Glazer as his partner in the Venture have resulted in Ms. Glazer being deprived of her
50% founder’s share of the Venture and 50% of the founder’s shares of Matonee.
116. A real and present controversy exists as to Ms. Glazer’s and Shaikh’s rights and
obligations under the Agreement, and it is necessary for the Court to declare such rights and
obligations.
117. Ms. Glazer is entitled to a declaratory judgment that she is an equal partner in the
Venture with Shaikh, that she owns 50% of the equity in the Venture, and therefore Matonee, and
that she owns 50% of the founder’s shares in Matonee.
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SEVENTH CAUSE OF ACTION

(Breach of the Consulting Agreement on behalf of Plaintiff Swoon Capital)
118. Swoon Capital repeats and realleges the allegations in the preceding paragraphs as
if fully set forth herein.
119. Swoon Capital and Shaikh entered into a written consulting contract (i.e., the
Consulting Agreement) that defines Swoon Capital’s business plan as “SC Confidential
Information” and provides that Shaikh may only “use SC Confidential Information solely as
necessary for the performance of the Services and solely for the benefit of [Swoon Capital]” and
that Shaikh must “keep SC Confidential Information strictly in confidence” and that he shall “not
divulge or disclose SC Confidential Information to any third party without the express prior written
authorization of [Swoon Capital].”
120. The Consulting Agreement also prohibits Shaikh from “engag[ing] in any business
. . . that is of the type and character or that is competitive with any business conducted by [Swoon
Capital]” for a period of one year after the termination of the Consulting Agreement.
121. By embarking on the Venture without Swoon Capital or Ms. Glazer, Shaikh
breached the Consulting Agreement.
122. Specifically, Shaikh materially breached the Consulting Agreement by:
i. Forming and naming himself President of Matonee in order to carry out the
business of the Venture and, on information and belief, directly competing
with Swoon Capital by developing and marketing blockchain assets for and
to sports franchises; and
ii. Disclosing Swoon Capital’s confidential information, i.e., the business plan
developed by Ms. Glazer, in which Swoon Capital had an interest, to a16z
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in furtherance of his ultimately successful efforts to negotiate a deal with
a16z that would deprive Ms. Glazer of her interest in the Venture.
123. As a direct and proximate result of Shaikh’s material breaches of the Consulting
Agreement, Swoon Capital has suffered significant monetary losses in an amount to be proven at
trial, but no less than $1 billion.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs Shari Glazer and Swoon Capital, LLC request judgment against
Defendant Mohammad Shaikh as follows:
a. For damages in an amount to be determined at trial, and not less than

$1,000,000,000;
b. For a declaration pursuant to NY C.P.L.R. § 3001 that Ms. Glazer is an equal

partner in the Venture with Shaikh, that she owns 50% of the equity in the Venture,
and therefore Matonee, and that she owns 50% of the founder’s shares in Matonee;
and
c. For such other and further relief as the Court may deem just and proper.
Dated: March 1, 2022

New York, New York
KASOWITZ BENSON TORRES LLP
By: /s/ Sheron Korpus

Sheron Korpus
Sarmad M. Khojasteh
1633 Broadway
New York, New York 10019
Tel.: (212) 506-1700
Fax: (212) 506-1800
Attorneys for Plaintiffs
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2022 Shari Glazer Et Al V Mohammad Shaikh Et Al SUMMONS COMPLAINT 1

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2022 Shari Glazer Et Al V Mohammad Shaikh Et Al SUMMONS COMPLAINT 1

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FILED: NEW YORK COUNTY CLERK 03/01/2022 04:53 PM INDEX NO.

SUPREME COURT OF THE STATE OF NEW YORK

MOHAMMAD SHAIKH, Plaintiffs designate New York County as

TO THE ABOVE-NAMED DEFENDANTS:

demanded in the complaint.

Dated: New York, New York

KASOWITZ, BENSON, TORRES LLP

By: /s/ Sheron Korpus

Attorneys for Plaintiffs

SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK

against Defendant Mohammad Shaikh (“Shaikh”), allege as follows:

1. This action arises out of a fraudulent scheme by Mohammad Shaikh to deprive

professional football franchise and a Premier League soccer franchise.

Agreement contained ironclad confidentiality, non-compete and non-solicit provisions prohibiting

and media companies, among others.

talent to the Venture.

platform that employed them.

potential value of the Venture grew enormously.

ownership in the Venture and unjustly enrich himself at her expense.

the terms of a16z’s investment in the Venture.

on a valuation for the Venture of $2 billion.

18. Plaintiff Shari Glazer resides in Los Angeles, California.

principal place of business in Los Angeles, California.

20. Defendant Mohammad Shaikh resides in Jackson Heights, New York.

21. Nominal Defendant Matonee Inc., a Delaware corporation, is named as a nominal

were to prevail in this litigation.

JURISDICTION AND VENUE

out of New York state law.

Plaintiffs under NY C.P.L.R. §509.

A. Swoon Capital and Shaikh Enter Into The Consulting Agreement

25. Swoon Capital is an investment vehicle run by Shari Glazer, an experienced

football franchise and a Premier League soccer franchise.

to successfully market the Venture’s new blockchain tokens and applications.

who is a mutual acquaintance.

29. The Consulting Agreement contained ironclad confidentiality and confidentiality

for the Venture, or compete against it.

30. Among other provisions, the Consulting Agreement contains a confidentiality

or proprietary information, data, business plans, financial information, transaction information,

survive the termination or expiration of the Consulting Agreement.

B. Ms. Glazer and Shaikh Agree To Modify The Venture’s

continued over the next two days.

franchises served as the starting point for discussions of the Venture.

to build an open-source blockchain using their expertise.

scalability, meaning that it could be used to process billions of transactions.

conglomerates, universities, and the automotive industry, among other industries.

contacts at professional sports organizations, media companies, cryptocurrency exchanges, and

Shaikh’s promise to secure highly-qualified blockchain engineers to develop the Venture’s

C. Ms. Glazer Introduces Shaikh To Her

sports league’s investment fund.

a professional football franchise) and senior executives of leading blockchain technology

in furtherance of the Venture and for no other reason.

Shaikh: “It’s go time.”

Ms. Glazer: “Right?...You and me partners.”

out the business of the Venture.

D. Shaikh And A16Z Secretly Commence Discussions Concerning the Venture

Venture and unjustly enrich himself in doing so.

place, which Shaikh did not dispute.

at some point but “definitely not now.”

arrangement into a partnership.

E. Ms. Glazer Secures The Engineering Talent For The Venture

thing” needed for the Venture.

convince the engineers to come to work for the Venture.

Ms. Glazer had arranged and financed for them.