Material below draws from complaint filed on November 23, 2020

in King County Superior Court, State of Washington

Zunum Aero, Inc.

v
The Boeing Company; Boeing HorizonX Ventures;
Safran Corporate Ventures; Safran Electrical & Power; Safran Helicopter Engines

Contents
Summary of complaint ..................................................................................................................................................1
Causes of action ............................................................................................................................................................. 1
Background on Zunum Aero .........................................................................................................................................2
Status of Zunum Aero development .............................................................................................................................. 3
Impact of Boeing’s serial withdrawals from investments .............................................................................................. 4
Overview of the dispute .................................................................................................................................................6

Summary of filed complaint

Paragraphs 17 to 19
Through a series of breaches of contract and fiduciary duties, misappropriations of trade secrets,
and other tortious and fraudulent conduct, Boeing has sought to leverage its dominance and its
influence with downstream suppliers to execute on a strategy to delay and then foreclose the entry
of an innovative competitor into the aircraft industry.
Boeing has also colluded with other key aerospace manufacturers and funders to refuse to deal
with Zunum and attempted to foreclose Zunum’s entry into the: (i) hybrid-electric and all-electric
propulsion aircraft market; (ii) the market for short-haul flights under 1,500 miles; and (iii) the
market for integrated door-to-door travel.
Put simply, in contrast to the widely-accepted industry outlook and its own internally-lacking
technology capabilities, Boeing saw an innovative venture, with a dramatically improved path to
the future, and presented itself as interested in investing and partnering with Zunum. But instead,
Boeing stole Zunum’s technology and intentionally hobbled the upstart entrant in order to maintain
its dominant position in commercial aviation by stifling competition.

Causes of action
Paragraphs 375 to 541
1. Breach of proprietary information agreement (against Boeing)
2. Breach of 2017 investor rights letter (against Boeing and HorizonX)
3. Breach of 2018 investor rights letter (against HorizonX)
4. Breach of implied covenant of good faith and fair dealing (against Boeing and HorizonX)
5. Breach of fiduciary duty (against Boeing and HorizonX)
6. Declaratory judgment (against HorizonX)

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Material below draws from complaint filed on November 23, 2020
in King County Superior Court, State of Washington

7. Tortious interference with business expectancy (against Boeing)

8. Violation of Washington Trade Secrets Act (against Boeing, HorizonX, Safran Corporate
Ventures, Safran Electrical & Power, and Safran Helicopter Engines)
9. Violation of Washington Consumer Protection Act (RCW 19.86.030) (against Boeing,
HorizonX, Safran Corporate Ventures, Safran Electrical & Power, and Safran Helicopter
Engines)
10. Violation of Washington Consumer Protection Act (RCW 19.86.040) (against Boeing,
HorizonX, Safran Corporate Ventures, Safran Electrical & Power, and Safran Helicopter
Engines)
11. Violation of Securities Act of Washington (RCW 21.20.010) (against Boeing, HorizonX,
and Safran Corporate Ventures)
12. Violation of Washington Consumer Protection Act (RCW 19.86.020) (against Boeing
and HorizonX)

Background on Zunum Aero

Not from filed complaint
Zunum Aero is building a family of commercial hybrid-to-electric aircraft designed for short-
haul flights, and powered by quiet range-optimized powertrain and propulsion technologies. The
company’s vision is to develop 1,500-mile electric air networks to bring fast and affordable
travel to every community.
Paragraphs 29 to 35
Zunum was founded in 2013 by Ashish Kumar, Ph.D., and Matt Knapp, who conceived of a
proprietary, innovative technology to disrupt the air transportation industry by developing a $3
trillion market over 20 years for hybrid-electric and all-electric aircraft that will dramatically
improve mobility and greatly reduce or eliminate aviation emissions while reducing noise
pollution on flights up to 1,500 miles.
Dr. Kumar and Mr. Knapp formed Zunum to develop the word’s first hybrid-electric and all-
electric (alternately “hybrid-to-electric,” as a converging process) regional aircraft for commercial
service and to develop this new market as the first-mover.
Zunum’s aircraft and business plan offer to increase efficiency in door-to-door mobility, reduce
emissions, reduce noise, and drive down the cost of short-haul air travel substantially lower than
commercial air travel today. By enabling more efficient, smaller, and quieter aircraft, the market
and consumers would experience faster and more customized routing, creating time, fuel,
emissions, and convenience efficiencies, which in turn would lower consumer costs and expand
the civil aviation market substantially.
The first aircraft that Zunum designed was the ZA10, a 9 - 12 passenger plane with a 700-mile
range, which Zunum planned to be commercially available by 2022. Zunum’s plan was to follow
with increasingly capable aircraft, creating a low-risk pathway to single-aisle aircraft that was far
less capital-intensive than conventional aircraft design and manufacture.
Zunum planned to scale to the ZA50, a 48-seat aircraft with a 1,000-mile range, by 2027, followed
by a 100 or greater seat airliner with a 1,500-mile range, by 2030.

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Material below draws from complaint filed on November 23, 2020
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The aircraft that Zunum had developed offered breakthrough performance, including operating
costs at 30% to 80% below that of its best-in-class rivals, regional travel at two to five times faster
than existing alternatives, enabling 40% to 80% lower airfares, and with emissions between 60%
to 100% lower than conventional aircraft. In short, this innovative technology offered a more
convenient, faster, cleaner, and cheaper air transportation alternative for consumers.
These technological features threatened to upend the single-aisle market for short-haul flights.
Approximately 80% of flights of the Boeing 737 platforms are under 1,500 miles (short-haul),
which Zunum’s aircraft were positioned to displace with advantages in travel time, cost, emissions,
and noise.

Status of Zunum Aero development

Paragraphs 36 to 45
To this end, Zunum built a unique, agile cross-functional development capability across aircraft,
electric power, and propulsion, scaling to nearly 100 engineers in three centers located in the states
of Washington, Illinois, and Indiana. Zunum’s technologies include hybrid-to-electric aircraft,
megawatt-class hybrid powertrain, and quiet propulsion, along with algorithms to orchestrate
seamless multi-modal journeys door-to-door.
In early 2019, when it was forced to halt its development program due to Boeing-caused capital
starvation, Zunum had a ground prototype of the megawatt class hybrid-to-electric propulsion
system for the ZA10 aircraft in final fabrication and testing on track for flight tests on a converted
Rockwell Commander later that year. This included proprietary 500 kW lightweight electric
machines, along with power electronics, controls, and thermal management, developed at its
electric power center in Illinois. Meanwhile, its proprietary electric fan designs were achieving
95% efficiency, with sub-scale prototypes ready for testing at Purdue University. The
configuration of Zunum’s 500 kW quiet electric propulsion units, with fully integrated electric
motors, was locked, which along with the aircraft and systems, was on track for a Preliminary
Design Review later that year, a key milestone for delivery in 2023. Zunum had also been granted
an FAA Special Project Number for both aircraft and engine certification programs.
Dr. Kumar and Mr. Knapp undertook significant economic risk and left successful professional
careers to embark on the Zunum venture and, over several years, developed an extensive body of
proprietary inventions, analysis, business and technological plans, and designs, resulting in a
roadmap to redesign air travel to improve service for consumers, while reducing the environmental
impact from emissions and noise. The aerospace industry and governmental constituents had
largely dismissed the possibilities that Dr. Kumar and Mr. Knapp were bringing to the fore, which
meant that there was not much financial or research support for these ideas.
The world-class aircraft, propulsion, electrical, mechanical, thermal, and control engineers, whom
Zunum hired from leading original equipment manufacturers (“OEMs”) in aerospace, automotive,
and heavy electrical systems, also gave up stable careers and risked their futures to join Zunum’s
effort at the forefront of global aviation.
The market that Zunum envisioned was hailed in the industry as “a new dawn” for short-haul air
travel.

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Material below draws from complaint filed on November 23, 2020
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• Fast Company shortlisted Zunum as one of the World’s Breakthrough Ideas in 2018, and,
in 2019, selected it as one of the World’s Most Innovative Companies. Also, Bloomberg
New Energy Finance selected Zunum as a New Energy Pioneer for 2019, one of a few
innovative companies from around the world recognized for leadership in clean energy
technologies and business transformation.
• Zunum’s ZA10 aircraft also won the Gold Award for Product Design at the 2018 New
York Design Awards.
• In July 2019, the investment bank UBS identified Zunum as one of two leading aircraft
programs in its report, “Green Power: Will Climate Change Propel the Sector Towards
Hybrid Electric Aviation by 2028?”
• In February 2020, Zunum’s hybrid aircraft and propulsion technologies were included in
the “Aircraft Technology Roadmap to 2050” by the International Air Transport
Association, the leading trade association for global airlines.
• Zunum has launch orders for up to 155 ZA10 aircraft from customers in the United States
and Europe, valued at up to $800 million.

Impact of Boeing’s serial withdrawals from investments

Summary of filed complaint Paragraphs 305 to 344
• Series B: January 2018, Zunum had interest equaling $61M of the $80M financing.
• Series B1: February 2018, Boeing proposes to become sole investor in Zunum and to
execute a “more strategic relationship” (MSR or “Project Catalyst”), and offers a $10M
bridge so Zunum has funds to halt its Series B raise to enable negotiations to conclude.
o April: Zunum informs Boeing of evidence of further misuse of trade secrets.
• Series B1 bridge to MSR: May 2018, Boeing scales down bridge from $10M to $4M, and
suggests Zunum resume its raise given time needed for Boeing to close an MSR is likely
to be longer than Zunum need for next funds.
o May: Safran ($5M) and UTAS ($10M) target closing their proposed investments
in July, after approaching Zunum as investors in June 2017 and October 2017,
respectively.
o July: UTAS abruptly withdraws investment after accessing Zunum proprietary
information for 11 months1 for purposes of due diligence as investor and to enable
co-development agreements as partner.
o August: Boeing states that they will not be able to do an MSR at the time, and that
it will participate in Series B2 on a pro-rata basis ($10M) contingent on a co-lead.
• Series B2: October 2018, Safran and Boeing withdraw as co-leads in final closing.
o August: Zunum and Safran Helicopter Engines close long-term contract for
Safran to develop and supply range extenders for the Zunum ZA10 aircraft.

1
From first provision of proprietary information by Zunum to UTAS for the express purposes listed, to date of the
abrupt withdrawal by UTAS of its proposal to invest in late July 2018.

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Material below draws from complaint filed on November 23, 2020
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o September: Zunum and the Safran Group close a co-development MOU across a
number of Safran units focused on the Zunum ZA10 aircraft.
o October, Safran abruptly withdraws investment after accessing Zunum proprietary
information for 13 months2 for purposes of due diligence as investor and to enable
co-development agreements as partner.
o November: Boeing reconfirms intent to participate at $10M with a co-lead and
repurposes a review of Zunum by HorizonX, purportedly for due diligence ahead
of a planned Series B3, to perform a broad assessment of Zunum IP by Boeing.
o November: Boeing offers contracting work to enable Zunum to retain its
engineers but does not follow through, instead uses knowledge of upcoming
furloughs at Zunum to launch coordinated action to poach Zunum engineers
across its centers in Washington, Illinois and Indiana.
o November: UTAS offers contracting work to enable Zunum to retain its engineers
but does not follow through. Zunum declines UTAS offer to purchase its patents.
• Series B3: February 2019, Boeing withdraws as co-lead with $10M on hearing that
Zunum is closing $15M with a Hong Kong-based co-lead that Boeing had traveled with
Zunum to develop a year prior, claiming sensitivity to China. The co-lead had agreed for
the investment to be non-controlling, ownership limited to 9.9%, and with no rights to
any technical information, or to participate in Zunum’s corporate governance.
o November to February: Zunum engages an investment bank to urgently seek an
investor to co-lead a $50M financing with Boeing, and where Boeing 2017 and
2018 notes were expected to convert into a successful financing.
o February: Zunum closes financing agreements with the Hong Kong investor.
o March: Boeing asks to withdraw all prior investment in Zunum, then agrees to
convert the 2017 Notes while extending the 2018 Notes by 18 months to enable
Zunum to repay. Agreements are prepared and held in escrow pending wires
from Hong Kong.
o April: The Hong Kong-based investor declines to wire funds claiming change of
heart driven by concerns over the concurrent Boeing 737 Max crashes.
• Series B4: December 2019, Zunum pursues a $5M interim financing with investors in
Europe and Asia to clear outstandings and to restart its program. The financing is halted
when Boeing issues a demand for payment for their 2017 and 2018 Notes, reversing
assurances in April to extend by 18 months such that Zunum has runway to recover.
Paragraphs 337 to 339s
Zunum had maintained its facilities on life-support in anticipation of financing, with a subset of
its engineers engaged on contracts with several aerospace ventures, though most of the remainder
resigned. But this final blow in April 2019 (Series B3 in summary above) forced Zunum to close
all of its centers and lay off all employees, to minimize spend for what was expected to be a much

2
From first provision of proprietary information by Zunum to Safran for the express purposes listed, to the date of
the abrupt withdrawal by Safran Corporate Ventures of its proposal to invest in late October 2018.

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Material below draws from complaint filed on November 23, 2020
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more arduous recovery, especially given the need to disclose these claims to any prospective
investor.
Zunum was closing financing in August 2019 led by an aerospace entrepreneur, who withdrew
after senior executives at his company feared retaliation from the aerospace OEMs. Then in
December 2019, when Zunum was preparing to close $5 million in interim financing with a
syndicate of investors from Europe and Asia, HorizonX demanded repayment of the notes,
reversing its commitment in April 2019 to extend the notes by 18 months so that Zunum could
recover. The fresh threat from Boeing immediately dissolved that fundraising opportunity.
It also severely constrained Zunum’s already difficult recovery to a small set of global investors
with the appetite and resources to place much greater funds at risk in light of the demands from
HorizonX and the apparent hostility of major aerospace players. Yet Zunum has persevered,
although progress stalled for much of 2020 due to the COVID-19 pandemic.

Overview of the dispute

Paragraphs 1 to 19
Aircraft giant The Boeing Company (“Boeing”), along with its affiliates, major suppliers, and their
affiliates, employed a targeted and coordinated campaign to gain access to proprietary information,
intellectual property, and trade secrets reflecting Zunum’s plans as the first mover in the market
for hybrid-electric and electric aircraft, initially tailored to short-haul flights under 1,500 miles,
and with the potential to establish a new paradigm for door-to-door travel by integrating modes of
transportation. Zunum’s innovation reconceptualized air travel in a way that would make hybrid-
electric or electric aircraft technologically and economically viable decades sooner than the
aerospace industry otherwise thought possible. This fundamental advancement in aviation
technology has the same potential to disrupt air travel as Tesla has recently achieved in the
automotive market.
The paradigm shift that Zunum has identified will provide cheaper, faster, cleaner, and quieter
alternatives to 80% of current domestic commercial flights, opening extensive unserved and
underserved markets for short-haul air travel. Zunum’s innovations include novel aircraft designs,
hybrid-electric or all-electric propulsion systems, integrated electronic systems, and systems that
will open up new opportunities for integrated door-to-door travel options for consumers. Zunum’s
innovative and unique design for hybrid-electric and electric propulsion aircraft outperforms
conventional air travel on cost, travel time, noise, emissions, and other key metrics.
Boeing took advantage of preferred access through a position of trust as an Observer on Zunum’s
Board of Directors, which entailed fiduciary duties to Zunum, as well as through extensive due
diligence under the pretext of a strategic investment in Zunum, to gain access to the business plan,
market and technological analysis, and other trade secrets and proprietary information that Zunum
had developed over many years and that were otherwise unknown to Boeing. Boeing exploited
this access for its own benefit and to Zunum’s detriment.
Prior to obtaining access to Zunum’s proprietary and confidential information, Boeing believed
that hybrid-electric propulsion aircraft was distantly futuristic technology that was many years, if
not decades, away from realization. A senior Boeing executive had also told Zunum’s Chief

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Material below draws from complaint filed on November 23, 2020
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Executive Officer that Boeing’s interest in electric aircraft pertained to small drones or parallel-
configured hybrid single-aisle aircraft decades in the future.
But, upon gaining access to Zunum’s proprietary and confidential information, Boeing realized its
value and recognized the potential for Zunum to revolutionize air travel, initially in the short-haul
market for flights under 1,500 miles, which would pose a direct threat to Boeing’s mainstay single-
aisle aircraft market, and which presented an opportunity that Boeing could eventually leverage to
extend its dominant position in its other markets.
Boeing also gained this insight through extensive due diligence on the market viability of Zunum’s
technology, that it undertook in connection with an initial investment in Zunum. The same
engineers and other personnel that Boeing had deployed to conduct investment due diligence also,
without Zunum’s permission, staffed competing programs at Boeing that directly benefitted from
exposure to the voluminous body of information and trade secrets that Zunum had provided to
Boeing.
In order to maintain control over the threat posed by Zunum’s innovative technology, Boeing
strung Zunum along with reassurances that Boeing would invest in Zunum. It also offered to lead
efforts to secure commitments from additional investors in Zunum and made (ultimately hollow)
offers to collaborate with Zunum to build the airframe and provide other expertise to aid in the
commercialization of Zunum’s novel design and technology.
Within months of Boeing’s initial investment, the main suppliers of Boeing’s electrical systems,
the Safran Group (“Safran”), a French aerospace conglomerate, and United Technologies
Aerospace Systems (“UTAS,” which was a part of United Technologies Corporation and is now
part of Raytheon Technologies Corporation), approached Zunum with proposed investments to
support the development of Zunum’s technology. Zunum also held discussions regarding
collaborating with one of the Safran Group’s business units to supply a turboshaft for Zunum’s
hybrid-to-electric propulsion system.
However, unbeknownst to Zunum, Boeing was copying the plans, designs and technologies that
Zunum had disclosed to Boeing as an investor in Zunum and as an Observer on Zunum’s Board
of Directors (and subject to non-disclosure and non-use obligations), and was misappropriating
them as its own to exploit the vast market opportunity that Zunum was moving toward as the first
entrant.
After obtaining this proprietary information from Zunum, Boeing approached Safran, to provide a
hybrid-electric propulsion system for a different aircraft design that Boeing had misappropriated
from Zunum and now called the BHE-11, which, upon information and belief, refers to the Boeing
Hybrid Electric 11.
Zunum was unaware that Boeing was using its proprietary information in concert with Safran in
this manner. Meanwhile, other Safran business units also misused their ongoing investment due
diligence into Zunum’s plans and technology to gain the information that they needed in order to:
partner effectively with Boeing on the development of the BHE-11; exclude Zunum from its own
technologies and exclusive opportunity; and enter the market as a supplier of hybrid or electric
aircraft. At approximately the same time, UTAS was attempting to do the same thing, also without
Zunum’s knowledge.

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Material below draws from complaint filed on November 23, 2020
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Zunum discovered that Boeing was secretly developing a replica prototype of Zunum’s flagship
aircraft design, staffed by the very same engineers and other professionals whom Boeing had
assigned to conduct extensive due diligence on Zunum, under non-disclosure and non-use
obligations.
Boeing had previously provided false assurances that it merely wanted to determine whether it
could supply aerostructures, not compete with Zunum, and that Zunum had the support of Boeing’s
top executives. Boeing’s Observer on Zunum’s Board of Directors told Zunum that the replica
was being developed by a team drawn from Boeing Commercial Airplanes unit (“BCA”), and that
Zunum should provide further proprietary information in order to avoid damaging that support.
Boeing also kept Zunum beholden to it for much-needed capital and market validation, stringing
Zunum along with the prospects of an anchor investment and providing leadership on further
fundraising. Although Zunum also sought investments elsewhere, Boeing actively interfered with
and undermined those business relationships while inducing Zunum to continue its reliance on
Boeing by holding out the prospect of a strategic partnership or merger.
Boeing induced Zunum to accept debt financing, convertible to equity in Zunum, without
disclosing that Boeing had decided to compete against Zunum or that it would be using Zunum’s
trade secrets to do so.
By the time that Zunum discovered that Boeing was going to compete against it and had
misappropriated its business plan, aircraft design, and technologies for supporting electrical and
propulsion and related systems, Zunum was starved of capital, with nowhere to turn.
Through a series of breaches of contract and fiduciary duties, misappropriations of trade secrets,
and other tortious and fraudulent conduct, Boeing has sought to leverage its dominance and its
influence with downstream suppliers to execute on a strategy to delay and then foreclose the entry
of an innovative competitor into the aircraft industry.
Boeing has also colluded with other key aerospace manufacturers and funders to refuse to deal
with Zunum and attempted to foreclose Zunum’s entry into the: (i) hybrid-electric and all-electric
propulsion aircraft market; (ii) the market for short-haul flights under 1,500 miles; and (iii) the
market for integrated door-to-door travel.
Put simply, in contrast to the widely-accepted industry outlook and its own internally-lacking
technology capabilities, Boeing saw an innovative venture, with a dramatically improved path to
the future, and presented itself as interested in investing and partnering with Zunum. But instead,
Boeing stole Zunum’s technology and intentionally hobbled the upstart entrant in order to maintain
its dominant position in commercial aviation by stifling competition.