Junk CRIESA GOODWORL.DCREATIONS, LLC d/b/a Crowdnetie, Plaintiff, + against - DARA ALBRIGHT, Defendant Plaintiff Good World Creations, LLC, d/b/a Crowdnetic, by its attorneys, alleges for its complaint against Defendant Dara Albright based upon knowledge as to itself and information and belief’ as to certain acts of Defendant and others, as follows. Nature of the Claims 1 This is a declaratory judgment action. Pursuant to a Membership Interest Purchase Agreement, dated as of August 1, 2013, between Plaintiff and Defendant (the “Purchase Agreement”), Crowdnetic purchased NowStreet LLC from Albright for $3,000, The parties acknowledged in the Purchase Agreement that there were no terms other than those stated in the Purchase Agreement 2. Among NowStreet’s assets was a 1/3 membership interest in Lendlt Conference, LLC (“Lendlt”). 3. Shortly after execution of the Purchase Agreement, Lendl i! EE 8 ow Strcct is entitled to 1/3 of that amount. Ny: 869101-54. Having sold NowStrect for substantially less than tha Albright has seller's remorse. She now claims a right to rescind the Purchase Agreement, and has interfered with Crowdnetic’s exereise of its rights as owner of NowStreet (and its 1/3 interest in Lendlt) by claiming to hird parties—including the other members of Lendit—that ownership of NowStreet is subject to dispute 5. Inorder to quiet title to NowStreet, Plaintiff brings this action for a declaration that, pursuant to the Purchase Agreement, Crowdnetic is the rightful owner of NowStreet and that Defendant has no right to rescind her sale of NowStreet to Crowdnetic. artis 6 Plaintit?’ GoodWorldCreations, LLC, d/b/a Crowdnetic, is a New York limited liability company with offices at 37 West 17" Street, Suite 4E, New York, NY 10011. No member of plainti is a resident of Georgia. 7. Defendant Dara Albright is a resident of Georgia who maintains an address at 110 Beimont Place, Roswell, GA 30076. Jurisdi jon and Venue 8 This Court's jurisdi ion is based upon diversity of citizenship pursuant to 28 U.S.C. $1332(a)(1) in that the matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs, and there is diversity of citizenship between Plaintiff and Detendant. 9. Venue is proper in the United States District Court for the Southern District of New York pursuant to 28 U.S.C. § 1391(a), as Plaintiff resides in and a substantial part of the events or omissions giving rise to the claims occurred in this District, and by agreement of the parties that venue is appropriate in, and that the parties content to the exclusive jurisdiction of, any court within the Southern District of New York. See Exhibit A, 44.11Factual Background 10. Crowdfinance refers to a relatively new funding approach intended to enable business ventures to raise capital from a broader range of sources than has been possible in the past, including through social media websites and through financial network websites focused on accredited investors (“networks”). Crowdfunding expands the pool of investors from whom funds can be raised beyond the traditional circle of owners, relatives and venture capitalists 11. Crowdnetic is a provider of technology and market data solutions to the global crowdtinance marketplace. Crowdnetic operates the industry's premier centralized hub for real-time ‘market data aggregated from erowdtfinance platforms across the globe. 12. NowStreet. a Georgia limited liability company, provides an informational platform for the crowdfinance industry, through its NowStreetMedia.com blog, through its NowStrvetournal.com newsletter and through industry-wide conferences referred to as the “Lendlt Conference.” Defendant Dara Albright was formerly the sole member, and 100% owner, of NowStreet. 13, NowStreet owns a 1/3 interest in Lendit, a Delaware limited liability company, which owns the rights to the Lendlt Conference. 14, The Lendlt Conference is the leading conference in the global online lending industry. It addresses both consumer and small business lending, and aims to introduce people to the latest online lending plattorms, the data supporting them, and opportunities for investor involvement, 15, Defendant Dara Albright has been, and continues to be, actively involved in all aspects of NowStreet’s business, including the Lendlt Conference. The Purchase Agreement 16. Inapproximately July 2013, Plaintiff Crowdnetic and Albright began negotiations for the acquisition of NowStreet, including its interest in Lendlt, by Crowdnetic.