Page 22 of 40 COUNT 2 Unregistered Offer and Sale of Securities in Violation of California Corporations Code Sections 25110 and 25503 (Against All Defendants) 78. Plaintiffs incorporate by reference all foregoing factual allegations as if fully set forth herein. 79. The Token offering by Defendants are securities within the meaning of the California Corporations Code. 80. Defendants KJ and Latinum, and each of them, by engaging in the conduct described above within California, directly or indirectly, sold and offered to sell securities. 81. Plaintiffs RJ, SJ, and FJ purchased securities from Defendants. 82. No registration statements have been filed with any state or federal government entity or have been in effect with respect to the offering of securities alleged herein. 83. By reason of the foregoing, each of the Defendants violated Sections 25110 and 25503 of the California Corporations Code. 84. As a direct and proximate result of Defendants’ unregistered sale of securities, Plaintiffs have suffered damages in connection with their purchases of securities from Defendants. Case 2:22-cv-10208-RHC-JJCG ECF No. 1, PageID.22 Filed 02/01/22 Page 22 of 40
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