Ceglia v. Zuckerberg et al

Filing 331

CONTINUATION OF EXHIBITS by Facebook, Inc., Mark Elliot Zuckerberg. to 324 Declaration, Exhibits G - N to March 26, 2012 Southwell Declaration filed by Facebook, Inc., Mark Elliot Zuckerberg. (Snyder, Orin)

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EXHIBIT G Lawsuit Overview PAUL D. CEGLIA Vs. MARK ELLIOT ZUCKERBERG & FACEBOOK, INC. 1 TABLE OF CONTENTS Table of Contents ............................................................................................................. 2 Executive Summary Case Overview .......................................................................................................... 3 Objective..................................................................................................................... 3 Representation History ............................................................................................ 3 Lawsuit Details Current Status ................................................................................................................... 4 Fact Summary ................................................................................................................... 4 Statute of Limitations ...................................................................................................... 4 Prior Cases ...................................................................................................................... 5 Attachments Attachment 1 – June 30th, 2010 Filing Attachment 2 – Proof of Facts Attachment 3 – Oral Arguments 7-20-10 2 EXECUTIVE SUMMARY Case Overview On June 30th, 2010, Paul Ceglia (“Paul”) filed a lawsuit against Mark Zuckerberg (“Zuckerberg”) and Facebook, Inc. in Allegany County, NY (the “Lawsuit”) to enforce the terms of a contract that Paul and Zuckerberg entered into on April 28th, 2003 (the “Contract”). A copy of the court filing is attached as Attachment 1 – June 30th, 2010 Filing. Under the terms of the Contract, Paul purchased an 84% interest in the software, programming language and business interests of the service that was to become Facebook. Paul is Facebook’s first investor and co-owner. Objective Paul is seeking to engage a law firm to represent him in a.) immediate settlement negotiations and b.) the Lawsuit going forward. Paul will be interviewing multiple top tier law firms. The successful firm will demonstrate 1.) a strong desire to represent Paul, 2.) a commitment to developing a close working relationship with Paul, and 3.) a contingency based fee arrangement that is fair for both parties. All firms interviewed have already demonstrated that they have the experience and competency to represent Paul. Representation History Paul originally hired Paul A. Argentieri, Esq. of Hornell, NY to file suit in Allegany County, NY. Mr. Argentieri has and will continue to advise Paul in the case. Paul then engaged Connors & Vilardo, LLP (“C & V”) to represent him when the case was first removed to federal court. C & V is a small but distinguished regional firm of approximately 13 lawyers in Buffalo, NY. Paul and C & V have mutually agreed that because of size, complexity and commitment required of this case, a larger firm is necessary to properly represent Paul’s interests going forward. 3 LAWSUIT DETAILS Current Status The Lawsuit was filed on June 30, 2010 in the Supreme Court of New York, in Allegany County. Shortly thereafter, the case was removed to the Federal Court at the request of the defendants. As of March 1, 2011, the case remains in the US District Court for the Western District of New York where it awaits a decision from Judge Arcara on whether the case will be remanded back to the state court. Paul expects that the Judge will order a hearing on the remand issue and may allow limited discovery to determine domicile of Mark Zuckerberg. Paul does not believe that the choice of venue will have any consequence on the resolution of the case. Fact Summary A detailed Proof of Facts is included as Attachment 2 – Proof of Facts. This gives the background on how the parties met and explains the major facts of the Lawsuit. These include: 1.) An original copy of the contract exists and has been expertly verified. 2.) During oral arguments, defendants’ counsel confirmed “Mr. Zuckerberg did indeed have a contract with Mr. Ceglia” and “Our client entered a contract with Ceglia”. Please see Attachment 4 – Oral Arguments for the full transcript. 3.) There is a witness to the signing of the contract 4.) Paul has a copy of the check that Zuckerberg deposited in his account on the day the contract was signed. 5.) Paul has copies of emails from Paul referencing and negotiating the terms of the contract. 6.) In an email dated July 22, 2004, which was 7 days prior to the corporate formation of The Facebook, Inc., Zuckerberg offers to repay the $2,000 that Paul had previously paid Zuckerberg. Statute of Limitations Zuckerberg's defense team has not committed to a clear defense strategy for the Lawsuit. The statute of limitations defense is often anticipated as a major hurdle for Paul to clear. The statute of limitations for most breach of contract causes of action is six years from the date the contract is breached. The contract had no term as it is non-durational and required Zuckerberg to a.) maintain and act as the site’s webmaster, b.) to pay for all domain and hosting expenses from the funds received under the contract, and c.) to maintain control of these services at all times. These are promises of future performance within the contract. The Second Circuit of the Southern District of New York has ruled and made clear that promises of future performance within a contract provide for the opportunity to have a series of breaches, each of which reset the statute clock to run anew. 4 Prior Cases There were two prior cases wherein individuals sued Mark Zuckerberg with similar causes of action. Both cases were settled out of court. Eduardo Saverin invested $1,000 on January 7th, 2004, in return for 30% of the ownership of Facebook. This investment occurred after Paul’s investments. Eduardo’s share was diluted without his consent. His lawsuit to resolve the dilution was settled out of court for a reported 5% of Facebook. The Winklevoss twins sued Zuckerberg for their claims he breached an oral agreement by using their idea and code to develop Facebook. They settled for a reported $65 million of shares in Facebook. They had no written agreements. 5 Attachment 1 – June 30th, 2010 Filing 6 O/30/2010 12: 02 60732461ee Case 1:10-cv-00569-RJA SUPREME COURT ZTATE OF NEW YORK Document 6-2 PAUL ARGEN1TIERI Filed 07/09/2010 Page 1 of 16 PAG-E 05 Co (0)F ALLEGANY COUNTY PAUL D. CEGLIA SUMOSALLEGANY COUNTY Plaintf FI LED SUMN vs Index #JUJUN 3 0 2010 MARK ELLIOT ZUCKERBERG, Individually and Face book,inc.CLR RO LERK.CRITA Defendants TO THE ABO0VE NA MED DEFENDA NTS: YOU ARE HEREBY SUMMONED to answer the complaint in this action, and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the PlaIntiff's attorney within 30 days after the service of this summons, exclusive of the day of service, where service is made by delivery upon you personally within the state, or within 30 days after completion of service where service is made in any other manner. In case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Trial to be held in the County of Allegany The basis of the venue is Residence of Plaintiff Plaintiff resides in Allegany County Dated:.June 2.9, 20 10-------Paul Argentier Esq. 188 in Street Hornell, NY 14843 607-324-3 232 -o m M flr- PAUL A. ARGENTIER1 - A~TTORNEV AT LAW 6e0MAN STPEET -HOPHELL. N V. 14843-7 TE0OWOM rAn?14 2a2 C- C],ERKY 6073246198 06/30/2010 12:02 Case 1:10-cv-00569-RJA ARGENTIERI Document 6-2PAUL Filed 07/09/2010 Page 2 of 16PAG3E To the above named Defendants: THE NATURE OF THE ACTION IS: Declaratory Judgment The relief sought is: Monetary Damages and 84% Ownership of Facebook,inc. PAUL A. ARGErMIEI - ATrORNEY AT LAW 188 MAIN qTPP"~- HOMNr.LL, N.VY 143 - TELEHCNZ (r807) 324-3232 06 0F6/30/2010 12: 02 6073246188 Case 1:10-cv-00569-RJA Document 6-2 PAUJL ARiENJTIERI Filed 07/09/2010 Page 3 of 16 PAGE 07 ALLEGANY COUNTY CLERYK SUPREME COURTFL ALLEGA4NY COUNTY' PAUL . STATE OF NEW YORK JU CEGIA PAULD. D 3D 0201 R0BEpT,L CHRISTMAN CGLIACLERK Plaintiff VERIFIED COMPLAINT Index ,3 ?/ MARK ELLIOT ZUCKERBERG, Individually, and Facebook, Inc. Defendants The Plaintiff, as and for his verified complaint against the Defendants, alleges as follows: rM) C < I. Plaintiff, Paul D. Ceglia, residing at 2558 Hanover Hill Road, Wellsville, Allegany County, New York, 14895 at all times hereinafter mentioned as either the Purchaser and/or the Buyer. 2. Defendant Mark Elliot Zackerberg, upon information and belief resides at 2 Russell Place, Dobbs Ferry, Westchester County, New York 10522, hereinafter referred to as either the Seller and/or Contractor. 3. Upon in formation and bellef Face book, Inc. is a domestic corporation having Its principal office located in the State of New York having been incorporated in New York on August 6, 2009, hereinafter referred to as Face book, see exhibit A attached hereto and made a part hereof of this complaint, 4. On April 28, 2003, the Seller and the Purchaser entered into a written contract, including but not limited to, the Purchaser acquiring Fifty Percent (50%) interest in the business of the Seller and Facebook, see exhibit B attached hereto and made a part hereof of this complaint, S. Upon information and belief, Mark Elliot Zuckerberg is the principal owner of 'The Face Book" aka "The Page Book" that are the predecessors in interest to Facebook,lnc. PAUL A. ARGFENJRI - ArMrnNEV AT LAW 100 MAIN S"t aT- HORtIELL. N,V 1.043 - TELEPH-,OW! Ca07) 3223 - I 0~2j/0012:02 60732'4618e Case 1:10-cv-00569-RJA ARGDENTIERI Document 6-2PAULFiled 07/09/2010 Page 4 of 16PAGE 6. Under Paragraph 3 of the contract, the Seller and Purchaser agreed that for each day after January 1, 2004, the Purchaser would acquire an additional 1% interest in the business, per day, unril the website was completed. 7. Upon information and belief, the website, the facebook.com', was completed and operational on February 4", 2004, 8- According to the terms of the contract, as of February 411 2004, the Purchaser had acquired an additional 34% interest in the business for a total of eighty four percent (84%). 9. Purchaser paid consideration to the Seller for the contract, upon information and belief, by a check in the amount of One Thousand Dollars (S$7,000.00) to Mark Zuckerberg, on or about November 2 4 11, 2003 among other consideration tendered, see exhibit C attached hereto and made a part hereof of this complaint. 10. Upon information and belief, the Seller simply transferred the originating website business from TheFacebook.com into Face book.com, and ultimately into Face book, Inc. which is a *continuum of the Purchaser's acquisition from the date of the contract until the present time, and also a continuum of the business from pre-incorporation to incorporation of Facebook. I1I Since April 2811', 2003, the Purchaser has complied with the terms and conditions of the contract and the Seller has failed to similarly comply with the terms of the contract to the detriment of the Purchaser, 12. Upon information and belief, Facebook is a closely held corporation of which the Seller is presently the majority stockholder, see exhibit D attached hereto and made a part hereof of this complaint, PAUL A. ARGENT]IERI - A7TPORNFY(AT LAW ISMt SrneET - HOMNF IL. N y 1 A04a - TCLeOHONF MYO)32 3232 08 6073246188 12:02 30/,2 01F GR/ Case 1:10-cv-00569-RJA ARGEHTIERI Document 6-2PAULFiled 07/09/2010 Page 5 of 16PAGE WHEREFORE, the Plaintiff, Paul D. Ceglia, hereby demands by Declaratory judgement against the Defendants, Mark Elliot Zackerberg, Individually, and Facebook, Inc. for an enforcement of the terms and conditions of the April 23r" 2003 con tract wherein Plaintiff would acquire 84% interest of Facebook, Inc. arnd for a Judgment for an Accounting wherein Plaintiff would obtain a further Judgment against the Defendants in the amount of 84%6 of any and all monies realized by the Defendants from April 28J1 2003 to the present time, along with the costs, disbursements, and attorney fees for this action. Paul June 29, 2010 .Arg ntieri, sq. Attorney for Plain iff 188 Main Street Hornell, New York 14843 607-324-3232 PAUL A. ARGEt1nETZ - A77-ORNEY AT LAW 108 MAIN GTRCST - HIORNELL, N.YV 14ASA - ThUe,NONIr <0O, 2-3232 09 ARGENlTIEPI Document 6-2PAUL Filed 07/09/2010 6073246188 Case 1:10-cv-00569-RJA O3eX2010 12:02 P-D STATE OF NEW YORKI COUNTY OF ALLEGANY Page 6 of 16PAGE Cegi ) ss. Paul D, Ceglia, being duly sworn, says that the deponent is the Plain tiff in the within action; that deponent has read the foregoing Verified Comnplaint, and knows the contents thereof ; that the same is true to his own knowledge, except as to matters therein stated to be se ma ers de onent alleged on information and belief and that as t it to be true. believes ---------------------- ---- ----------PD. Ceglia Wme Sworn to before 2tDay thi of June, 20 NOTARY pUICXAT OF NEW YiORK So.0O2AR457 PALIL A. ARG VN'nERI - ATTORNEY AT LAW 10 6073246188 12:02 0/30/221I0 Case 1:10-cv-00569-RJA EXISIT8 6! ARGEHITIERI Document 6-2 PAULFiled 07/09/2010 Page 7 of 16P~AGE 11 06/30/2010 12: e2 Case 1:10-cv-00569-RJA 6073246lee Document 6-2PAULFiled 07/09/2010 ARGENTIERI Page 8 of 16P4GE Entity Information 12 Page I of 2 NYS Department of State Division of Corporations Enfity Information The information contained in' this database is current through June 25, 2010, Selected Entity Name: FACEBOOK, INC. Selected Entity Status Information Current Entity Name:' FACEBOOK, INC. Initial DOS Filing Date: AUGUST 06, 2009 County: NEW YORK Jurisdiction: DELAWARE Entity Type: FOREIGN BUSIN~ESS CORPORATION Current Entity Status: ACTIVE Selected Entity Address Information DOS Process (Address to which DOS will mail process if accepted on behalf of the entity) CORPORATION SERVICE COMPAN~Y 80 STATE STREET ALBANY, NEW YORK, 12207 Registered Agent NONE This office does not record information.regarding the names and addresses of officers, shareholders or directors of nonprofessi ona] corporations except the chief executive officer, if provided, which would be listed above. Professional corp orations.rmust include the name(s) and address(es) of the initial officers, directors, and shareholders in the initial certificate of incorporation, however this information is niot recorded and only available by vievAngthe certificate. "~Stock Information # of Shaires Type of Stock S Value per Share No Information Available *Stock information is aDDlicable tn dr)mp,qtjr )iipc rnrnnra+-,c 06 E30Y/2010 12:02 6073246188 Case 1:10-cv-00569-RJA ARG3EHTIERI Document 6-2PAUL Filed 07/09/2010 Page 9 of 16PAGE * Entity Lnformation 13 Page 2of 2 Name History Filing Date Name Type Entity Name AUG 06, 2009 Actual FACEBOOK, INC. A Fictitious name must be used when the Actual name of a foreign entity is unava ilable for u~se in New York State. The entity must use the fhctitious name when conducting its activities or businet~s in New York State. NOTE: New York State does not issue organizational identification numbers. Search Rpqults Services/Programs IPrivacy Poijc. ljomepaea New Search Accessibility Policy I Disclaimer Contact Us Web Feedback Returnto DOS 6873246188 Case 1:10-cv-00569-RJA * 86/3692616 12:62 ***(<~ ARGENTIEPI Document 6-2 PALLFiled 07/09/2010 PAGE Page 10 of 16 .. N '4>7 14 EXKI~JT A . 'At~ 06/Hg/211 607324618e Case 12:02 1:10-cv-00569-RJA P Document 6-2 Page 11 of 16PAGE PAUL ARGEN~TIERI Filed 07/09/2010 "WORK FOR HERE" CONTRACT SECTION I- GeN&XAL M1OV1IONS u*ac Ir the mers nw&As kor If; opwailofi Thefolowig ei~a apcl~~lselm iadheritPaFr hve~eemeain "Dic P=,o*u" Weir itom to mdiu aid tit udw Amtwe,mmimr PMJCHASER PaWi Cogia adt pay Ib oil damm an d hogfin e9mo tom tI e,Nin& mo6vi under CONTRACTOBJSUE1R - ?Imt Zuckmber& hh Aim, thi oofn n alrM fi he will mawanim cootml of the= 2urvim~ employecsaupplkes, or suonintm Imish;ng nVheluli f rsoe or at an timm CUSTOSIret iiy~1oIg construion or odwe wervioms form 1he Paralme r rvqut,ed ~ ~ f~ aare ~t*ti ~ ~ .,* 6.. 'o~Ado ~ t4wa ~ n~ ~ ttty exu.s~dl~ a Ai M&aio wry odimer md b Mbed.inpek e mde oda mem to Lbeonm ~o ~ulma~pi4eSleimetgodrm ~tw,s Str The omftm, b"wme gm Pumbua wd Seller m-A arhme mWeament and '*ork mak ft h rfe l m wo 90arm 11*11411 VOuu,M, 4097 Ift 6. SdIWUMt of C0C f6t8.m,a , Pat the work to be IM*ieithd &mcitly ft 'be SteedPax Dcabme an kb In t eveart *.M&bipurmw ~ tni of 0galprnent: wtkh b ProgmitnIS ImqmW teo pmVdby Sll= be sia;la" ftm Otis Primn mckfiil i ceof diggiits b&wwn the Scond itis J ftesawg-poX adfxPuete n gm Qrs The Petm ad& efa fbrt6eprqmotSae:r hw rcVuir;hg reterWo or ea~pawl to be fetesb by Ibe, Sellcr, the Seller a1rad irft s dsiedtooffffIhDslWcW of £ffawd uixivansity WMeatDbe boatodwoi&smhev i1hatbarePuweirlbonnelby6me Oa wmto a weshe Aimilir toa Hlincttion1oig yearbook with time work6g rto tePlm om.~lb ~l$1lI1ia adttnimka tMe dnU~ Vwx BW mme theemmft. protj&d A theSA1.olltm tiAe r4ft to PAftaicte in Im eduemat of 3*y d;gpmE t flm utImbt weler 'wil) be asomwe Iti s agreed iedf Porrhner wMl Ahalf Iterest (50%) intthe mfhim own atmb tlgmiimen~bwlz7 Inatd~dedl~rIbexpovbo~ofNo intemt dtall acemeony pwnoW) offiAwkm dw IkeSdIff, whiiah iq that simice boa larger modier-~ withheld or dbL*Me a rmtut of ainy sucdlv" mwxrAa dwe m to V%ctwt OVd e Porter ig ultimrateiy paid h.fttson mWot olt 0*elae1c Sellir 3. P"nxmt Tam, 2. NYm~~~( Teams aball not be dIM1bl if fit 361le Mnlom brmoitl6m of ike PttwA Rod it No losorme or premium dwagmi or picle maiaue wiln be allowed iglwdtrmndta be hm;0a' iumow wvme not i cMiPncne Wment an0worerid by PrortawIn wrating. No latm Inprice Runm wffi h irm ad vpcclitJlalom of t Prime Co*wtmt Pending finel thal steed o tht flie heref ivill be ortaidered thoghit thiediplto of a &Rptft hcrojnthe (M Selker "e OeM an be work undea" diadioftbearda. W-wo*MdIwth*glby fte Pufet a The 49ltesf Op Cast Otsnt Sellf and Mwe tiz Buiyew ltm bvemd Is all kgattz" the fidal ieMoW4 Sanid rev wi&h the 13mi] Spedliacion. mpm1 mt owt Ba)w agrees to pay t id* m ft-m of 1000 apk tbr doe wot gobeperRiftnid Ji orelftid $1,000 Wo wtrk to be dve ptrfinmibr lot PluV Bfoor. Lift fie" ame agreed so b a 5% dedoctimub t gellet7 Pmtdoxt if~~~ t2ne~Iadby 1Weedae ad ar kddMdotat 1% ~~ tieplic Parcher hold scuff r mtm ftr an b&R4n"in sellen, w.ort may dediictinoeac sddy %' otheij" Im dIekytA kWMco Ilig poinL APTMj bopmim *Hir P"rs &wmeaft ftom tlm dJrrxT requm ld by and The pTJlA L2 du %w )j 1r hZworkmde by puier In 6& vm wkmt*l Ir him- Wgementm May 3l,2003.e el" no~ SIar ktvby,~aWme t be ramumble for anf claleng ROOMt tm Tho eedpDromvw&MbIc Pmrhmm of the CadosToeAid lewod iftfi*wwtm fIRM by meorm or umkism fr "The Pace Booe"ffhan beJmapwiy I 2004 imd M:aMidllonml 1%bftrnt int (be pommes or Cusormes pomsiaron.ue or awkof mVy thmebuinma will bo d=e Mle bv),vr AirmT day ftne c8sitis delyedlirm qdoemab1IewdrblmeSlrorbrieiofT psrmtC &Ao date. ofanty work bm,uniler by fie Sefkr 7be Seller mva to defotd at irs Hole AMmal lijbil may be prmidad Jbr eiWwepjedt a a a neeided bm%i3 pm n %aimie**U*t tho it si o wn/rtn'Ctmw OMZOme arid ffic sole dilacrctloi of (be Buyer. boid hams t membtr andi the Cagmuctre DOW nwd floiris all Gomt, airy kInd whioh tke Punhawe or Eha expaedadpmteer. md dtiaof or Cummw mity be oblijmd to "it or iocur by roamm of amy much lmkReo 4. actumal Jehienof a patimat or pebtLa The Promirpew aind the Curnmer A)BYPURCHAME - Parhwer agmm &hat fi;47ewilon shelt Do wwwroncwhaw agisiitrmuti Ycm~Idmhewaqof be iinplrmnrud untO or antem appered by the seller. Thomo irffo ind. m to reor for fte &Rom ofMY iso&sunit revi0ion Thig Indanrftl ann-Dot mmmed to alleRcd or muronal imJY4%mxmAsul multing shall betramaittitilfix wrtbmn TpurvE Do mflleE. ft b Scee wifioeth doPmltnurat&A or Cuitawrimn desivi, b) RY SELLERt - The StUaer apmee dme flarM-Ww hall be no rv sio I itoctiom prmmm, or ftnmah"f prridod, boweme. awstt Same opra imp1miented wntll or aai approved1 by Buyer TIxost be i wpo,Ribole if it 4ini~obntr io asum The line Sellr sbmuld linme been revigiomt Sb&n be taiw lt fer wommte iqpia bo Ite Stee avemm of a pcm%blo alk$Sd or namWe irdnlhgarveint meif* &Qom lho Pox Purchsing Deptartnment Porchanenor Cuaowes degign. ftwienictiome procnim or formulan and f01%b moeJ *e Parde"MI of On&2 l iiy 15 12:82 6673246188 Case 1:10-cv-00569-RJA eG6/3D/2010 Document 6-2 PAUL ARGEHTIERI Filed 07/09/2010 PAGE Page 12 of 16 16 T 9 8, Ansiuorrurntof Subtataneru-mg hiih hsOdrnrU ih,olpig tmnc due hcucnder amassigable m0 WnieraTle (n k'cudiy .Or Ld"nes ar thrio)s I ur Pda e rhasoe?a prior wrenc contsent, And except Asto A) Whenever the SellRu hus knowledge dat amy a=41 mt prtentWa labor dk giputhreabona to delaydthe time4 gor cm or o orer the shal imed ngie notc t % by daig Order %,it)hout the uthacharre'a prior witten tplaoa). Tne Purchterrshnn not be reqiured to =OIertaAgnmrvntOf aushornscr wd~ eaien ~'order taprio nid ridcis Thc buyer acrialI that there will be mwo 6than cubcnoracm warling ontis prceaec thiz wor wil be *aerieLdpmovided a rnomapett: And .wotk rnwld Ir asWeent e no place, for b) The Sell"r ahxll inart seanee of thiA clausc including &it pawagraph (h)in miy subt6vr aipply %gmenin heo=udet i. to which a labor I:R"p "it d&Ay the tisnely p rensof that mcial rinat tch "ach vulatir upply wgene hof provide thariin the emAent imelroy parforrnee is dtixytd or Tbretened bT delry by =iachn) or pmventW et dimputr, the b vubticr Sellearha" irnmediabdyyn.Afy ita tiert ig ia Sler or We Selltats, a the ct: may kc ofiII zdevn mnlon;tion' with.,Hpxc putchancy of -vffutLrieg om KundaIrd cornmirca Artices nm p". die StIlet chAll not tubtomact:e any rta6oIr portion. of rabs work encopaaIIed 9. PM76CM7asyRWo It it colde that this sawork masde forAte, ppmrnent And that a11 lntreetus. propergt n paet Eitam at i of Scloefix.1ne. rK AMl cods inporion or in its comIalrebe (ornremain the property of SreeFalnlfhcnro bcaopplcd hrrundeei'nyeat deiecd ;n gc&mrdanccArit1b qxcifiatiorus ordainx EmniRhed or ationteod by the Purchasser ar ins Customner, sPmb innmx "hal nort be reproduced "sepc with the rMovid of the Yurchmff and, at Applicible, GcaCwo=&'; id ldrvuringp, phtInDraphx, data, softwar, and ot$ei-.teen material Or inf!ortion supplied in contacc6in thanrt sh aaltne. hall emai the propoey of ThevcacrorsCtmnandlac:rhrcd, pmnqdy qspn rc- tRthe complettion, tanrntion ot ccrlAtion of this order. In the evetm that SurrtFat defrulro on ionymoentnyr eights would be granted to selmer 10. Tnnin dondurig 0,TmiainCon ADEFAULTr- Tho llua4vser may trtinate tais oder or any putr rtneof by vhie6fWli*tkx if (he Sellnn a) faInt0 make dcelis or to ormnk# performane of im cKitationa heareunder v;Iin rThe uatcig6d men time * oMrarec ridh thle #&ried schedulct uniml~ mch failure i. &V to o of God, nie othmctavwih meyond te .Selcalr contaol of the Seller. b) ra4 to comply with thA erms ated coodftionas ofthe ctar *order And does mit such kdait not rwithin a period oftean (10) &dedOaftertrines, notice therecf.pirdct to proceehsgsWideramty lw adttir(gtobast"wpy, intol-tncy, or the relief of dcbtwen. Should the Pur-hasaa elect to earm;taw kox 4ciwk tile Pbireb"Cer noay rake p6icivion of a of mry the zortsa to be of Lk~d hereund= whd6 atv; ine Selleres poRmesion wuthoux regard to tag of catniActuan ank cosntrilcto or tusnihe work to a completed On ty aut finya arer f eoet aiasaron~Axty ion ma adiditimnal coa,Es caflmm 6,curred laythe Puadhvcr o,rer and above or themidgin9dpunreepricet firont ie StAl,r pkm fceter RhAll for be the accourvy of sthe Sam .. In all evnkt the Purchaser shal not be or become Uablrc thde Serlme or amy third party dairning through or under the Seiler fat any portion of the prie oa'any itarn thAi PanctAner ciects nor TO accept Foallorving noat of btanintitn for defhu)l.9-l T'he Seller Aetna an deliver the itseni to be supplied lieexnder fore and ti-r or AlD urua, axcaets. andi Cimins acur, or nmelill mn OF and the larEert trayp wiAhol pynmti pending rede;pt of evidence9f( in forra Ind vabsaftnce satisleoiy to itc f the ibneana of suach itrtna, cl,rimo antd Ldorammv 12. Goea Ljtvr 'Mis lhirch9sc Order Arid Arty mtaterial vreaing thateto oWa be govItmed by die lams ofi Tesatem inted whic Th.sraebaa&al offk%mhnt isvu the ordtt iAlocated. if the Sencer srer tamy darrtiTes should AAs meult of antittuet a ,inluiuwn in Any ninner due rowpeie lrag, on rte pae ofianother msnutt,eur of Sacr th el sd=hAl pay ov&r ib thS Peaseas. Any Aa Purelwne huasauffereda= aressul of the ga=i prie fi*ag within a IvaamnalIlirime after- the da"tIxrmaecovered by ,Te Seller. 14. Notieof brirputt% inding tul rdx:I,nM inromaditan vith rexpeetheret. to &Ce postlneer. to Much cliapure. 15, Indannity ~rurinafeContcaeovi/Slik CorartVerWdor tai defend indenity and Wnzs Pa from Street any and all clahYsit, in,Isc, drtapoa, cr rarlanItt, wlaether ca&n Dd or conuibubed Wa the ncgligraumo by &Sea Pax, imdimm.t or wamplaytex or otherwise. on ancount of.iohytiv to or dci1h of arny And alD.Perfo .Is vilort5ioet i"idvMGQAl The CqnraerVor, trubeobctan rroftk*ytaifCnnkwtmfVado; the ftbeooaect. arid, or Sut VLz6.Ha iA aid AD dat,4r to Propetty to .d,mnsoee bllo.E.unhi d by rvend no,or i the aare, euoa or enra f ln$tn ennirigrpia erroo i 2M ,re connetd wItas erbs unssid ef6ntrAc4 or d lar dhis clao rmction,hd e. in'y re" of ordiuLg the poso ace6dapMaxo FUe Ifrfy of waesoefVerdc sub nru4 th~a~e.Or agrntsr upon or in plria,ity in the pC~r of Se& xNqt8fnrigd foregoing, notig heri cct, rsfa bootodaN an ind"rel,fi CiO tile sole tieg)igh of siiWat Pik st 16. 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Oc Mom"NO dh, 5 V-MN7 - ~FOR.REORDEFlING Qoa.ns* Qc..caa * cOut dal Page 14 of 16PA(3E 6 r& PAY&MENr/ ;c - mrOThS o NEGOTIABLE4v/ 18 6873246188 Case 1:10-cv-00569-RJA e63828812:02 AO PAUL ARGENTIERI Document 6-2 Filed 07/09/2010 PA Page 15 of 16 it I 0/3W/2010 12:02 PAUL APGENTIEPI 60732461198 Case 1:10-cv-00569-RJA Division of Corporations ln,L. wv,, Document 6-2 Filed 07/09/2010 PAGE Page 16 of 16 Offline Ser-vices - Page I of 2 ToAlOW <Iaosm 14!oiraIa .sccrtIy I Cotota'I~ I r)fl ipk Departmoent of Stato; Division of Co'rporationni 2009 Amended Annual Franchise Tax Report You.rSevelan, 10 13 ME3661-S34009 TW fle n rlb e 383ilt once a Station In it sA,rad, oth SpJor1 V ond fIt-num,be, Ag nogdod to sign on io thIn e oln gin, The Golon ID wl b 0vaid~ for hY ooK%,sVOw4nR Set sta ID it 3s,,,d, the ArjalI Report is no] =ontdK*d Mee, The AnrluQl Rupon In ow. ri~,I.~.ub.Tnad pFmm olved.s nonry and lmruu ad riwill be chorpod If comlpqid 0w~t Marh APQufedIC FI@102 PlomaShiolthiyour Annual Rapnthas. alreadyboIo filed far the Tax Year 2001). All latorm,tilon Provided onl tha max% m,r,ni.r,nugf r,poni on his will be rapinowd by fIf You~ mullt" Iir All6%td aogain wen filing Uilmamended haporrl.In ImS dbirroid farmn, chil. Aended "Part, Flia Nubr' 32358015 Corporptlan.Nam,e: FACESOOK INC, F- P reatraI Employer MD: Incrpoation Data: WrA2DD4 Agent Number: 9030014 Agent Wune,l: CORPORATIONJ SERVICE COMPANY Street Addretui 2711 CENTERVILLE ROAD SUITE 400 Clry: WsLMINGTODN Ellen. DE 23p Codcs 191301 rranc,IhIso Taxi & S100.0t) Ponao)ty;a I.GVq'MWonthly Intorast I ArmnuAl FIling Psen31 Pre,,iou. rXrdlJt/D4IanCw v Prseeld Quartery Poyrn.mvnie 1 Amousnt DUR:11 gag~n Ott. End Data OleIgnaltoni I10 CIA"i 0.C. D013 S,4RO.16 5O00) M2.470.415 CR 0.00 0,00 Par Vwlkvoi sler. No. of She"&t COMMON J.D56C,4 0 O F 115,B00,280 COMMON Taw.s Gro. W12109 COMMON 02&D4G,4Qfl PREFERRED - l Prarn DAt"! D D00215 11,545,686 Fnd DAN W FecalI YGAn. F21f2009 RtcoDfoufof Tax A8.61 D,ts lmmiooryyyy) 113,000.200 '001; Q0 Total 0274=~Da Aunsn, X?11,200,000 .000006 PREFERRED 11120r0005 No. or llr, la~suad .0DCh PPEFERPED OG126=900 DDW5 E)ern (sefl,rrr W I T I o Dnl*,te:NVy r Principal Place of Business U~ I rJ~I 2U I 0~ W UN D STATES; T I Swui, Ago,rv Attachment 2 – Proof of Facts 7 Proof of Facts 1. Throughout the years 2001, 2002 and 2003, Paul Ceglia was developing an online database of street intersection photographs that were eventually either hosted on Streetfax.com or sold. 2. Streetfax was a large online database with photos of the majority of intersections within a specified city. The database was intended to aid insurance adjustors in investigating automobile accidents. 3. Throughout that period, Paul Ceglia would frequently post advertisements on Craigslist, an online forum for qualified contractors, which included, but was not limited to, computer programmers. 4. Specifically, Paul Ceglia advertised for programmers who would be able to develop the search engine feature on the Streetfax website to have two unique aspects: non-specific term searching, and synonymous term linking. 5. Those innovations were state-of-the-art at that time, and to Paul Ceglia's knowledge, were not readily available in any code format at that time. 6. In early 2003, Mark Zuckerberg responded to the Paul Ceglia's advertisement on Craigslist. 7. Prior to the signing of the contracts with Mark Zuckerberg on April 28, 2003, Paul Ceglia and Mark Zuckerberg engaged in multiple telephone and email conversations wherein Paul Ceglia introduced to Mark Zuckerberg the specifications of a database and search engine that could differentiate misspellings, non-specific term searching, and synonymous term linking that Mark Zuckerberg initially refuted could be built or programmed. 8. Paul Ceglia prevailed upon Mark Zuckerberg after several weeks of intensive debate by proposing multiple formulas to Mark Zuckerberg about constructing the non-specific word search engine. Prior to the signing of the contract, Paul Ceglia convinced Mark Zuckerberg that the use of a specific mathematical formula could succeed in searching for non-specific terms. 9. At that moment in time, Mark Zuckerberg accepted the viability of Paul Ceglia's formula, shared his enthusiasm about the coming project and offered to Paul Ceglia joint and equal ownership interest in his business venture and continued development of a suitable website for a project he was intending to initiate to the students of Harvard University and with the working title of either “The Face Book.” or “The Page Book”. In addition, it was further agreed that Paul Ceglia would also own 50% in the software, programming language and business interests derived from the expansion of that service to a larger audience. 10. Mark Zuckerberg offered, and Paul Ceglia agreed, to pay $1,000 for 50% ownership stake in the “The Face Book” and to perform elements connected with the computer programming work for the development of the site. 8 11. In addition, Paul Ceglia offered to hire Mark Zuckerberg and Mark Zuckerberg agreed to perform the programming work for Streetfax in the amount of $1,000. 12. On April 28, 2003, Mark Zuckerberg and Paul Ceglia met in person at the Radisson Hotel in Boston, Massachusetts. 13. At that meeting, Mark Zuckerberg signed a written agreement to be the software programmer for Streetfax and simultaneously agreed that Paul Ceglia would have a 50% ownership stake in “The Face Book”. 14. At that meeting, Paul Ceglia tendered a $3,000 cashier's check, dated April 25, 2003, from the Community Bank NA, to Mark Zuckerberg and Mark Zuckerberg deposited the cashier's check (for consideration that exceeded the written contractual requirements) into his student checking account at Fleet Bank. 15. At that meeting, the parties also signed another contract entitled, “StreetFax Back-End Technical Specification”, that had been previously prepared by Mark Zuckerberg. 16. The Facebook/Streetfax “Work for Hire” contract and the “StreetFax Back-End Technical Specification” contracts were both signed in the lounge of the Radisson Hotel in Boston MA. 17. Paul Ceglia's employee accompanied him on the trip and was an eye witness to the actual signing of both contracts as well as to the handwritten modifications (interlineations) contained therein. 18. Those agreements memorialized their understanding regarding Streetfax and “The Face Book” projects. In pertinent part, that agreement provides the following: The Purchaser/Buyer is Paul Ceglia. The Seller/Contractor is Mark Zuckerberg. 19. “The contract between the Purchaser and Seller as a Purchase agreement and “work made for hire” reflects two separate business ventures, the first being for the work to be performed directly for the Streetfax database and the programming language to be provided by Seller.” (Contract page 1, par. 2) 20. “Second, it is for the continued development of the software, program and for the purchase and design of a suitable website for the project Seller has already initiated that is designed to offer the students of Harvard university access to a website similar to a live functioning yearbook with the working title of “The Face Book”. (Contract page 1, par. 2) 21. “It is agreed that Purchaser will own a half interest (50%) in the software, programming language and business interests derived from the expansion of that service to a larger audience.” (Contract page 1, par. 2) 22. Buyer agrees to pay the seller the Sum of $1,000 a piece for the work to be performed for Streetfax and $1,000 for the work to be performed for “The Page Book” (Contract page 1, par. 3) 23. “The agreed upon project due date for the Streetfax software is May 31, 2003.” (Contract page 1, par. 3) 9 24. “The agreed upon completion for the expanded project with working title “The Face Book” shall be January 1, 2004 and an additional 1% interest in the business will be due the buyer for each day the website is delayed from that date.” (Contract page 1, par. 3) 25. The agreement gave rise to an obligation for Mr. Zuckerberg to continue to develop and program The Face Book. 26. The agreement gave rise to fiduciary obligations between Mr. Ceglia and Mr. Zuckerberg. 27. The agreement obligated Mr. Zuckerberg to deal fairly and honestly with Mr. Ceglia. 28. The agreement obligated Mr. Zuckerberg to act with the utmost loyalty. 29. After the agreement was signed, Mr. Zuckerberg and Mr. Ceglia never met in person again, parted ways, and began their respective contractual obligations. 30. Lisa Simpson, counsel for Facebook Inc. and Mark Zuckerberg, on July 20th, 2010, in Federal District Court in Buffalo, NY, before Judge Richard Arcara, made the following admissions under questioning by Judge Arcara: a. “Mr. Zuckerberg did indeed have a contract with Mr. Ceglia.” b. “... agreed to code for Mr. Ceglia with respect to a project called Street Fax”. c. “Street Fax, F-A-X, which is actually one of the projects mentioned in the document” d. ”... with respect to the contract that we have in front of us, we have some serious questions because there are many inconsistencies and many undefined terms and things that don't make sense if you look at it on its face. Specifically, you'll see that there's a mention in there of Facebook and then there's another mention in there of Pagebook, and those are inconsistent. The consideration in the contract is directed directly to Pagebook. There's no consideration at all in the contract that relates to Facebook.” e. “Our client entered a contract with Ceglia.” 31. In an email dated September 2nd 2003, Mark Zuckerberg writes in part, “... Further, since the plan involves more than one college, the name can't have Harvard in it and remains unresolved. Additionally, both original names facebook.com and pagebook.com are unavailable, so there is no actual domain name either. thefacebook.com and thepagebook.com are both available but are clearly not a premium quality domain as they are much harder to remember.” 32. That agreement gave Paul Ceglia a valid enforceable ownership interest in the Facebook. 33. That interest includes, but is not in any way limited to, Facebook's intellectual property rights, advertising rights, current and future business interests. 10 34. That agreement explicitly gives Paul Ceglia an ownership interest in the software, programming language, and business interests derived from the expansion of Facebook to a larger audience. 35. In addition to the $3,000 cashier's check tendered on April 28, 2003, Paul Ceglia further tendered to Mark Zuckerberg a check in the amount of $5,000 on August 4, 2003, that was deposited in Mark Zuckerberg's Fleet Bank student checking account. 36. On November 16, 2003, Paul Ceglia received an email from Mark Zuckerberg requesting $1,000, in additional funds, for the continued development of The Face Book website as Mark Zuckerberg disclosed that there were two Harvard students (Winklevoss twins) preparing a website to compete with The Face Book. 37. Paul Ceglia complied with the request for additional funds for The Face Book and mailed $1,000 by Fed Ex dated November 27, 2003. The receipt of these additional funds for The Face Book are acknowledged by Mark Zuckerberg in his follow-up email on Jan. 1st, 2004, and were deposited in his Fleet Bank student checking account. 38. Mark Zuckerberg, under oath, at his June 22, 2006 hearing in the ConnectU lawsuit admitted that he commingled his funds from Streetfax and The Face Book into his student checking account at Fleet Bank. 39. The contract provided that Paul Ceglia was entitled to an additional 1% ownership interest in the above mentioned property for each day after January 1, 2004, that the website was not online. 40. On January 1, 2004, Mark Zuckerberg authored an email to Paul Ceglia acknowledging the receipt of the $1,000, requests additional funding for The Face Book site, and for Paul Ceglia to waive the penalty clause in their contract. 41. In an email authored on January 5, 2004 from Paul Ceglia to Mark Zuckerberg, Paul Ceglia asks Mark Zuckerberg about the status of The Face Book site, and how he had spent the additional $1,000. 42. In that same email, Paul Ceglia threatens to call Harvard and/or Mark Zuckerberg's parents. 43. At that time and unbeknownst to Paul Ceglia, Mark Zuckerberg is on probation following his violations of the Harvard privacy regulations when he created a website entitled Facemash by hacking into the Harvard University's server and/or students information without authority. 44. Facemash was a website created to allow Harvard students to vote on the appearance of other students in a derogatory and sarcastic manner. 45. On January 6, 2004, Mark Zuckerberg authored an email to Paul Ceglia demanding that any action by Paul Ceglia to call Harvard or his parents “would be seriously violating our trust by doing so, ...” confirms that there existed a “fiduciary relationship” with Paul Ceglia in their contractual and business relationship. 11 46. Unbeknownst to Paul Ceglia, on January 7, 2004, Mark Zuckerberg accepts $1,000 from Eduardo Saverin for 30% of The Face Book. 47. On January 13, 2004, Paul Ceglia authored an email to Mark Zuckerberg agreeing with him to utilize the database from Streetfax in order to facilitate the construction of The Face Book site. “Mark, I got to thinking, seems like a fantastic idea to use the database we built already, there is really no way you could rebuild something that could work as well.” 48. To illustrate the defect in MySpace and Paul Ceglia's contribution with the superior search engine for The Face Book, Paul Ceglia asks Mark Zuckerberg to attempt to spell twenty names of students he attended high school with on MySpace in order to see for himself the disadvantage of the specific spelling requirements of MySpace that The Face Book would eliminate. 49. With permission, Mark Zuckerberg utilized the database created for StreetFax, which was and is the intellectual property of Paul Ceglia. 50. Mark Zuckerberg in his email to Paul Ceglia on January 16, 2004, states, “I'll check into it and see how easily we could modify the script, I think you are right though and that it could manage people just as well as it manages street intersections.” 51. On January 14, 2004, Mark Zuckerberg purchases the domain name “TheFaceBook.com” from monies received from Paul Ceglia. 52. On February 2, 2004, Mark Zuckerberg authored an email to Paul Ceglia complaining about the penalty clause in the contact stating that, as it was presently constituted at that time, Paul Ceglia would own over 80% of the company (Facebook). Mark Zuckerberg gives Paul Ceglia an ultimatum that he would not launch the site until and unless, “you drop the penalty completely and that we officially return to 50/50 ownership.” 53. On February 3, 2004, Paul Ceglia authored an email to Mark Zuckerberg agreeing to remove the penalty clause and share 50/50 ownership in The Face Book. 54. On February 4, 2004, Mark Zuckerberg authored an email to Paul Ceglia confirming the launch of their website “thefacebook.com.” and states, “I'll let you know how it goes.” 55. Prior to the launch of the Face Book site, Paul Ceglia was the progenitor of the business expansion model for the software of The Face Book as a free site versus Mark Zuckerberg's idea of charging $29.95 per month for Harvard students. 56. In addition, Paul Ceglia promoted that The Face Book site go city to city rather than being limited to Harvard and/or the other Ivy League schools. 57. Mark Zuckerberg refused to give Paul Ceglia access to the website stating that he would have to have a harvard.edu address to get beyond the home page. 58. In his last email authored by Mark Zuckerberg to Paul Ceglia on July 22, 2004, Mark Zuckerberg attempts to induce Paul Ceglia to accept a refund in the amount of $2,000 that Paul Ceglia had previously invested in Facebook by lying when he states, “Another summer is here and I still don't have any time to build our site ...” 12 59. Mark Zuckerberg intentionally lied to Paul Ceglia about his actions and the success of TheFaceBook.com. 60. Mark Zuckerberg's email of July 22, 2004 was an outright fraud, as he, among other things, attempted to use his Harvard email address, rather than his Facebook email, to mislead and conceal the truth that Facebook was exploding within it's confined circles. 61. Also at that time, and unbeknownst to Paul Ceglia, Mark Zuckerberg was in the process of incorporating in the State of Delaware when he intentionally made false representations to conceal his intent to defraud Paul Ceglia out of his 50% ownership in Facebook. 62. On July 29th 2004, Mark Zuckerberg Breaches the contract with Paul Ceglia by denying him his ownership interest in Facebook Inc. 63. For several months, Mr. Zuckerberg failed to deliver to Mr. Ceglia his rightful ownership share. 64. Under testimony given on June 22nd 2006, Mark Zuckerberg admits to having backdated at least one document. 65. On July 29, 2004, Mr. Zuckerberg, Mr. Moskovitz, and Mr. Saverin formed The Facebook, Inc. in the State of Delaware. 66. On January 7, 2005, Mr. Zuckerberg, signs the First Amended and Restated Certificate of Incorporation of the The Facebook Inc. in the State of Delaware. 67. On March 31, 2005, Mr. Zuckerberg, signs the Second Amended and Restated Certificate of Incorporation of The Facebook Inc. in the State of Delaware. 68. At some time after the formation of Facebook, Inc., Mr. Zuckerberg assigned his rights and alleged property in Facebook to The Facebook, Inc. 69. Upon information and belief, that assignment included property that rightfully belonged to Mr. Ceglia. 70. Mr. Zuckerberg made that assignment without notifying Mr. Ceglia. 71. Mr. Zuckerberg knew that the property he was purporting to assign to The Facebook, Inc. rightfully belonged to Mr. Ceglia, as evidenced by the email sent one week before on July 22, 2004, wherein Mr. Zuckerberg offers to repay Mr. Ceglia for his Facebook interest. 72. Mr. Zuckerberg knew he was violating his contract with Mr. Ceglia when he assigned those rights to The Facebook, Inc. 73. Mr. Zuckerberg knew he was violating his fiduciary duties to Paul Ceglia. 74. Since the time of that incorporation, Facebook, Inc. has remained a privately held company, making its ownership interest largely unknown. 13 75. However, upon information and belief, Mr. Zuckerberg breached his agreement with Mr. Ceglia by continuing to give ownership interests to new investors. 76. Since Mr. Zuckerberg's assignment to Facebook, Inc., it has become one of the world's most successful business ventures. 77. Currently, Facebook has more than 500 million users. 78. Moreover, Facebook and the proprietary rights connected to Facebook are valued at billions of dollars. 14 Attachment 3 – Oral Arguments 7-20-10 15 EXHIBIT H Ceglia: Facebook planted a fake contract on my computer By John Anderson Daily Reporter Posted A ug 1 7 , 201 1 @ 06:51 AM Last update Aug 1 7 , 201 1 @ 03:48 PM BUFFALO — After Facebook attorney s filed their “smoking gun” against Paul Ceglia, it appeared the civ il case seeking ownership of Mark Zuckerberg’s social network would be dismissed today ‘Senseless act’ in Cuba: Man in district court in Buffalo. Suggested Stories sev erely beaten, allegedly ov er $8 and som e beer Wellsv ille, NY - Wellsv ille Daily Reporter I SPY WELLSVILLE: Who was at the m idnight prem iere of The Hunger Gam es - Wellsv ille, NY Wellsv ille Daily Reporter Guess again. Ceglia came back swinging in an e-mail from Ireland where he claims the smoking gun from Facebook was planted on a computer taken from his parents house. 5 things to know about Wellsv ille's Montessori School - Wellsv ille, NY Wellsv ille Daily Reporter “I believ e based on the fact that (Facebook attorney ) Orin Sny der argued almost ex clusiv ely for my parents computers, the location where the so called ‘image’ was discov ered that either Orin Sny der is clairv oy ant and had a premonition that his ‘smoking gun’ was on my parents computer or he knew in adv ance that it was planted there,” said Ceglia, “perhaps by Zuckerberg himself and perhaps by Orrick, the firm Eduardo Sav rin accused of conspiring with Zuckerberg to depriv e him of his shares during his case. If that is the case then they are subornating perjury and conspiring along with Zuckerberg to protect the empire and this time they are going to get caught — Eduardo Sav rin, the bus is rolling, just needs a little push from the sidelines.” From the Web Ceglia and his Hornell attorney , Paul Argentieri originally filed a civ il suit with a “Work For Hire” contract with Zuckerberg for Facebook along with canceled checks. Drunk Wom an Hands Ov er Car Key s to Boy friend & Faces 3 0 Years in Prison for It! (The Stir By CafeMom ) On Monday night, Facebook attorney s filed a pix ilated image that looks the same but is for a company Ceglia was once a part of called ‘Street Fax .” This contract had no mention of Facebook. Thirteen-Year-Old Kansas Boy Set on Fire (Bangsty le) “This ‘image’ they claim is the original is forged and we will prov e it has no authenticating properties what so ev er,” Ceglia wrote in an e-mail to the Daily Reporter. “I would hav e ex pected more from him and his henchmen. We hav e known about this photoshopped ‘image’ for some time and I willingly handed it ov er to them, now they claim it is the original. Oh brother ... it just keeps getting weirder and weirder.” Jam es: Mem ories of trium ph, tragedy for Danica Patrick at Las Vegas Motor Speedway (espnW) Ceglia then took shots at Zuckerberg, the first time since he said “It’s on like Donkey Kong.” What's this? Ceglia said, “We'v e now waited weeks past when we were due to get the 1 7 5 emails from Zuckerberg, supposedly because they were afraid that I might use them, as if it was I that needed additional support for my side of the case. Me, a guy that has limited computer knowledge, they are concerned about, but the fact that Mark has now had more than two weeks to do the v ery same thing... hav ing had all my emails to read so that he can make his sound like a better narrativ e is ignored and I hav e to trust that he, the admitted forger, isn't activ ely switching his emails around to counter mine? Weirder and weirder. Sponsored content “History will record y ou as the only billionaire to hav e ev er lost his empire to a Tiff image,” Ceglia added. Ceglia also said he is looking for more legal help and that he is worried Zuckerberg will take Facebook public. “Y ou won't go public Mark, y ou won't IPO, y ou won't pass go,” said Ceglia. “I won't let y ou sell this company out from under me not while I hav e the power to stop y ou. “We hav e conclusiv e proof Mark is ly ing and (is) searching for more,” Ceglia continued. “Any one with some legal or technical ex pertise that would like to help us nail him down for good is welcome to join in at PaulsCase.com.” Ceglia also touched on his past drug arrest and legal battles with the state ov er his wood pellet business. “ ... Surely my arrest for mushrooms 1 4 y ears ago or the fact that I fell behind on wood pellet orders that hav e long since paid back is irrelev ant compared to the more damning and far more on point ev idence that Zuckerberg is an admitted forger and an admitted hacker, y et a read of the major media outlets shows what most people know already , that our ‘Free Press’ slant the news to the big boss's v iews. A lux ury afforded the Billionaires of this world that clearly hav e their own agendas. Perhaps calling them out like this will force some two sided cov erage of the story ,” Ceglia wrote in his e-mail. “Zuckerberg reminds me a great deal of the great Edward J Smith, captain of the Titanic, ignorant of the conditions surrounding him he arrogantly continues onward until the moment he hits the iceberg. Y ou'v e hit y our Iceberg now bud so don't come to Ireland again, this time cry ing to me that y ou hav e to protect y our image.” Ceglia then came up with a new nickname for Zuckerberg’s attorney . “What I can tell y ou is, before the testing it was Orin "King Kong" Sny der beating his chest with ‘amateurish forgery ’ claims on the original paper contract, now that they hav e tested it, suddenly we hear no more about that, though y ou will be hearing a lot from us on it in the coming months,” Ceglia wrote. “Suddenly there are requests for a second round of ink testing, clearly outside the court order for ex pedited discov ery and I don't think it takes much to conclude that they wouldnt need more ink if the first batch they took showed a "real" smoking gun as they claimed it would. “Instead they continue to make up their defense as they go along and now talk about this ‘image’ and since Mark has now officially claimed that is the original then I'm happy to be the first to say — Mark Zuckerberg has admitted to forgery and he has done it once again. This time though he isn't just going to get away with it and buy himself out, y ou will face a jury of o ur peers Mark, and y our PR team won't be there to sav e y ou.” In conclusion, Ceglia, who watched the mov ie, “The Social Network,” based on the history of Facebook, said, “To adopt a line from the mov ie — 7 50 million dollars isn't cool Mark, y ou know what 's cool? 7 50 million users is cool.” Copy r ig h t 2 0 1 1 W ellsv ille Da ily Repor t er . Som e r ig h t s r eser v ed EXHIBIT I FriendiRIJ Facebook Exclusive: Paul Ceglia says Facebook is doing the forgery By Emil ProtaIinski I August 16, 2011, 3:43pm PDT Summary: Following Facebook's accusations offorgery, courtroom adversary Paul Ceglia fires back as he looks to open source his lawsuit through a wiki. Source: Paul Ceglia Paul Ceglia" a man in a heated lawsuit with Facebook, wants his side heard. The problem is Ceglia is fighting an uphill battle in the believability department and rambles through diatribes. Nevertheless, Ceglia is forging ahead in his Facebook battle and believes he can overcome the odds. After my last article, "Facebook: Ceglia's contract. doesn't even mention Facebook", a man claiming to be Paul Ceglia contacted me via email. He a.sked.me if I wanted to get his side of the stol'Y. I agreed and he sent me a long reply (the full1,147-word email is posted at the bottom). Will the real Paul Ceglia please stand up? Verifying Ceglia's identity was a bit tricky. He's in Ireland now and I couldn't exactly meet him in person. It's also difficult to pelt him with questions since much of his background is public record. Via cell phone numbers, pictures sent to us, and two phone conversations, we have enough confidence that it's him. He refused to do a Skype call and used a wonky PC excuse not to have one. Regardless, Ceglia is either very emotional and convinced he owns a significant chunk of Facebook or is simply a very good actor. After the initial contact, I was not sure if this was the real Paul Ceglia; it could easily be Facebook playing games with a journalist, an impostor (such as someone who hates Facebook), or even someone at Facebook with his or her own agenda. He suggested that he would send me an image of himself with the words "Hi Emil" on a piece of paper. 15 minutes later, I received a text message from "3538xxxxxxxx" that said "Hey emil. Pic wont seem to send." His number helped his case: 353 is the area code for Ireland, and typically cell phone numbers start with an 8x for a more local area code, followed by seven numbers. Unfortunately, not getting a picture was unacceptable - he said he was having trouble sending it as a text message and also wasn't sure how to transfer it to a computer to send via email. I suggested he email it directly from his phone instead, and he agreed. Another 15 minutes later, and I was looking at a very blurry image that looked like a man holding a piece of paper with the words "HI EMIL" scrawled on. I asked for a better picture, and I got it a little later, though it was still a little blurry. The picture matched other photos on the Web of Ceglia. I asked him if we could talk on the phone and tried calling him. He didn't pick up. I em ailed him again. Thirty minutes later, he called me. We chatted, I asked him a few questions, and he told me about how the media published everything Facebook said like it was the gospel. He said it was much harder for him to get his side of the story out. Finally, Ceglia chatted with ZDNet's editor, Larry Dignan, and had a largely off the record chat. He then sent me a third picture taken some time in the last three days with a digital camera (as opposed to a cell phone camera), which you can see at the top right of this article (click to enlarge). What Ceglia told me Ceglia's main argument appears to be that the original "authentic contract" Facebook says it found is really just a Photoshopped image the company planted on his computer. He says he and his lawyers reportedly knew about it for some time and willingly handed it over to Facebook. He declares that his team will prove the image in question "has no authenticating properties whatsoever." Ceglia speculates it could have been Zuckerberg himself, or the US law firm Orrick, Herrington & Sutcliffe that may have done the alleged dirty work. He also says Facebook co-founder Eduardo Savrin accused Orrick of "conspiring with Zuckerberg to deprive him of his shares during his case." Facebook's adversary then goes on to call Zuckerberg "an admitted forger and an admitted hacker" and explains this is true "not because he feels compelled to tell the truth, like ever, but because he carelessly wrote as his home address on the document he was forging an address that he didn't know about or move to until more than a year after the document was supposedly written!" Last but certainly not least, Ceglia says he has conclusive proof that Zuckerberg is lying. He said that anyone with some legal expertise or technical expertise willing to help "nail him down for good" is welcome to join at PaulsCase.com, which requires registration. Via the PaulsCase wiki, Ceglia is trying to open source his lawsuit. His current lawyer is on an interim basis and Ceglia is looking for a more "collaborative" law firm to work with him. A few other things he goes on record to say: "Mark Zuckerberg has admitted to forgery and he has done it once again." "This time though he isn't just going to get away with it and buy himself out, you will face a jury of our peers Mark, and your PR team won't be there to save you." "History will record you as the only billionaire to have ever lost his empire to a Tiff image." ''You won't go public Mark, you won't IPO, you won't pass go. I won't let you sell this company out from under me not while I have the power to stop you." "Zuckerberg reminds me a great deal of the great Edward J Smith, captain of the Titanic, ignorant of the conditions surrounding him he arrogantly continues onward until the moment he hits the iceberg. You've hit your Iceberg now bud so don't come to Ireland again, this time crying to me that you have to protect your image." "750 million dollars isn't cool Mark, you know what's cool? 750 million . users IS coo1" ... Last week, Facebook said it found "smoking-gun evidence that the purported contract at the heart of this case is a fabrication." When Facebook's lawyers asked for a resubmittal of a document to the court due to improper redaction, it turned out the blacked out text referred to an "authentic contract" and "storage devices" that Facebook says Ceglia is intentionally hiding from the company, in violation of a court order. Originally, Ceglia's lawyers said the "authentic contract" is shielded from use in the lawsuit because it is designated as "confidential" under the rules of an agreement between the two parties. Facebook then asked Judge Leslie Foschio of the US District Court in New York City to overrule that designation. Foschio agreed and ordered Paul Ceglia to hand over documents Facebook says proves he forged the 2003 contract. As for the "storage devices," Facebook now says that forensic data shows evidence of six USB devices, which it argues were likely used to modify the authentic contract. The company's lawyers say at least one of those devices includes a folder called "Facebook Files" and an image called "Zuckerberg Contract page1.tif." Facebook believes that image is the page of the contract that was forged to include mention of an investment in the social network. Facebook acknowledges that Ceglia hired Zuckerberg to work for his StreetFax company in April 2003 while Zuckerberg was a freshman at Harvard. Ceglia first legally attacked Facebook in July 2010, saying the contract also included $1,000 initial funding for Facebook, and that he's entitled to more than half of the social networking giant. That last part Facebook is obviously disputing. Facebook insists Ceglia is a known con artist. Ceglia, as has been welldocumented, has a history of forgery. Since he first filed suit, Ceglia has been dropped by at least four law firms. He is now reportedly living in Galway, Ireland, but the lawsuit is continuing. Ceglia, who called ZDNet from Ireland, maintains that he has been unfairly painted as a con artist. Below is the full email Ceglia sent to me, with original spacing, spelling, and grammar errors left intact: We have known about this photoshopped "image" for some time and i willingly handed it over to them, now they claim it is the original and that there are other files I'm intentionally not handing over, when I gave over their doctored page 1.. It's laughable ... they make this stuff up as they go along. I believe based on the fact that Orin Snyder argued almost exclusively for my parents computers, the location where the so called "image" was discovered that either Orin Snyder is clairvoyant and had a premonition that his "smoking gun" was on my parents computer or he knew in advance that it was planted there. Perhaps by Zuckerberg himself and perhaps by Orrick, the firm Eduardo Savrin accused of conspiring with Zuckerberg to deprive him of his shares during his case. If that is the case then they are subomating perjury and conspiring along with Zuckerberg to protect the empire and this time they are going to get caught. Eduardo Savrin, the bus is rolling, just needs a little push from the sidelines. It is obvious that these major outlets continue to protect Mark and his "new image". He is an admitted forgerer, he was forced to admit it under oath, not because he feels compelled to tell the truth, like ever, but because he carelessly wrote as his home adress on the document he was forging an address that he didnt know about or move to until more than a year after the document was supposedly written! A rational person would think I need not say more, and that surely my arrest for mushrooms 14 years ago or the fact that I fell behind on wood pellet orders that have long since paid back is irrelevant compared to the more darning and far more on point evidence that Zuckerberg is an admitted forger and an admitted hacker, yet a read of the major media outlets shows what most people know already, that our "Free Press" slant the news to the big boss's views. A luxury afforded the Billionaires of this world that clearly have their own agendas. Perhaps calling them out like this will force some two sided coverage of the story. We've now waited weeks past when we were due to get the 175 emails from Zuckerberg, supposedly because they were afraid that I might use them, as if it was I that needed additional support for my side of the case. Me, a guy that has limited computer knowledge, they are concerned about, but the fact that Mark has now had more than two weeks to do the very same thing ... having had all my emails to read so that he can make his sound like a better narrative is ignored and I have to trust that he, the admitted forger, isnt actively switching his emails around to counter mine??!!! wierder and wierder. Zuckerberg reminds me a great deal of the great Edward J Smith, captain of the Titanic, ignorant of the conditions surrounding him he arrogantly continues onward until the moment he hits the iceberg. You've hit your Iceberg now bud so don't come to Ireland again, this time crying to me that you have to protect your image. History will record you as the only billionaire to have ever lost his empire to a Tiff image. This "image" they claim is the original is forged and we will prove it has no authenticating properties what so ever. I would have expected more from him and his henchmen. You won't go public Mark, you won't IPO, you won't pass go. I won't let you sell this company out from under me not while I have the power to stop you. We have conslusive proof Mark is lying and we are searching for more, anyone with some legal or technical expertise that would like to help us nail him down for good is welcome to join in at PaulsCase.com What I can tell you is, before the testing it was Orin "King Kong" Snyder beating his chest with "amateurish forgery" claims on the original paper contract, now that they have tested it, suddenly we hear no more about that, though you will be hearing a lot from us on it in the coming months. Suddenly there are requests for a second round of ink testing, clearly outside the court order for expedited discovery and I don't think it takes much to conlude that they wouldnt need more ink if the first batch they took showed a "real" smoking gun as they claimed it would. Even some of their experts have come under fire from their own colleagues for the false or misleading testimony they gave. (see the linguistics expert publicly outted by the president of the linguistics society) Instead they continue to make up their defense as they go along and now talk about this "image" and since Mark has now officially claimed that is the original then I'm happy to be the first to say"Mark Zuckerberg has admitted to Forgery and he has done it once again." this time though he isnt just going to get away with it and buy himself out, you will face a jury of our peers Mark, and your PR team won't be there to save you. To adopt a line from the movie750 million dollars isnt cool Mark, you know what's cool? 750 million users is cooL .. Some unrelated opinions ... From the Arab Spring to the riots of London last week, I see that social networks are the peoples tools to not only talk about how bored we are today, or to worry about everyone seeing that last photo we put up, but also when users are oppressed somewhere and realize it, it obviously can be used to overthrow tyranny and outmanuever the forces that protect the establishment. It's become the peoples voice and a powerful tool to unite the masses. It's a tool that deserves to stay in the hands and control of the people. I'm starting to have all sorts of opinions as to what I'll do when I'm at the helm. Some might call it delusions of self grandure, you can call me what you like but if Thomas Jefferson was right and that"all tyranny needs to gain a foothold is for people of good conscience to remain silent" then in good conscience when I'm at the helm I won't let any government have the power to silence it's citizens, especially during an uprising. Money has never been my interest in this case, most of the lawyers for sure, but for me the network is what is important, we have a lot of tyrants to rid ourselves of in this world and a lot of inappropriate pictures to share with our singular circle of friends but as Michael Franti says ..we won't stop .. and I won't quit ... Facebook gave me a standard "No comment" response when I asked for a statenlent in regards to this article. Kick off your day with ZDNet's daily e-mail newsletter. It's the freshest tech news and opinion, served hot. Get it. Facebook, Billionaire, Forgery, Tool, Conscience, Zuckerberg, Mark, Productivity, E-mail, IPO, more + EXHIBIT J EXHIBIT K The Harvard Crimson | Hundreds Register for New Facebook Website February 09, 2004 Hundreds Register for New Facebook Website Facemash creator seeks new reputation with latest online project By Alan J. Tabak, CRIMSON STAFF WRITER When Mark E. Zuckerberg ’06 grew impatient with the creation of an official universal Harvard facebook, he decided to take matters into his own hands. After about a week of coding, Zuckerberg launched thefacebook.com last Wednesday afternoon. The website combines elements of a standard House face book with extensive profile features that allow students to search for others in their courses, social organizations and Houses. “Everyone’s been talking a lot about a universal face book within Harvard,” Zuckerberg said. “I think it’s kind of silly that it would take the University a couple of years to get around to it. I can do it better than they can, and I can do it in a week.” As of yesterday afternoon, Zuckerberg said over 650 students had registered use thefacebook.com. He said that he anticipated that 900 students would have joined the site by this morning. “I’m pretty happy with the amount of people that have been to it so far,” he said. “The nature of the site is that each user’s experience improves if they can get their friends to join it.” But Director of Residential Computing Kevin S. Davis ’98 said that the creation of a Harvard facebook was not as far off as Zuckerberg predicted. “There is a project internally with computer services to create a facebook,” Davis said. “We’ve been in touch with the Undergraduate Council, and this is a very high priority for the College. We have every intention of completing the facebook by the end of the spring semester.” Davis said that the principle complication with the creation of an official facebook was figuring out how to design an interface so that directory information could not easily be compiled without authorization. Zuckerberg’s site allows people with Harvard e-mail addresses to upload their pictures and personal and academic information. Just as with the popular website Friendster, which Zuckerberg said was a model for his new website, members can search for people according to their interests and can create an online network of friends. Lisa H. Feigenbaum ’04 said that she joined thefacebook.com because it provided an open alternative to the password-protected House facebooks. “If there was a situation where you needed to identify someone for an organization or a meeting, it would be very helpful,” she said. Zuckerberg said that the most innovative feature of the site is that people can search for other students in their classes so that they can branch out to form friendships and study groups. “If you’re in a class where you don’t vknow anyone and want to ask somebody for help, this is a way to find out the names of people in that class,” said thefacebook.com user Roberto C. Acosta ’05. Zuckerberg said that the extensive search capabilities are restricted by a myriad of privacy options for members who do not want everyone to be able to look up their information. “There are pretty intensive privacy options,” he said. “You can limit who can see your information, if you only want current students to see your information, or people in your year, in your house, in your classes. You can limit a search so that only a friend or a friend of a friend can look you up. People have very good control over who can see their information.” Page 1 of 2 The Harvard Crimson | Hundreds Register for New Facebook Website Zuckerberg said that he hoped the privacy options would help to restore his reputation following student outrage over facemash.com, a website he created in the fall semester. Using without permission photos from House facebooks, Facemash juxtaposed the pictures of two random Harvard undergraduates and asked users to judge their physical attractiveness. The website drew the ire of students and administrators alike, and Zuckerberg shut it down within days of the initial launch. In addition to the privacy options, Zuckerberg added security features to thefacebook.com that he said will ensure that only the owner of a particular Harvard e-mail account can upload information to the website. When a person registers to join thefacebook.com, a program checks to make sure that the name of the prospective member matches up with the entered e-mail address. Next, a confirmation message is sent to the e-mail account, and the account is finally activated if and when the owner of the account clicks on an encrypted link back to thefacebook.com. Zuckerberg said that he was also careful to avoid the potential copyright infringement charges that landed him before the Administrative Board after the creation of Facemash. “Facemash was a joke, it was funny, but at its root it had its problems—not only the idea, but the implementation. It was distributing materials that were Harvard’s. I was very careful with [thefacebook.com] to make sure that people don’t upload copyrighted material,” he said. Davis said that thefacebook.com is not necessarily in violation of any Harvard rules. “There’s nothing inherently wrong with a third party site on which students choose to create a personal network,” Davis said. “If there was a third party site on which students uploaded course syllabi or videos, that could potentially become a property issue with the University.” Zuckerburg said thefacebook.com has no such capabilities and does not violate University rules. While Zuckerberg promised that thefacebook.com would boast new features by the end of the week, he said that he did not create the website with the intention of generating revenue. “I’m not going to sell anybody’s e-mail address,” he said. “At one point I thought about making the website so that you could upload a resume too, and for a fee companies could search for Harvard job applicants. But I don’t want to touch that. It would make everything more serious and less fun.” —Staff writer Alan J. Tabak can be reached at tabak@fas.harvard.edu. Page 2 of 2 EXHIBIT L [TRANSCRIPTION OF .TIF DOCUMENT BY GIBSON DUNN PERSONNEL] General Conditions of Purchase STREET FAX SECTION 1 - GENERAL PROVISIONS 1. Definitions The following terms have the meaning specified when used herein: PURCHASER - Street Fax Inc. CONTRACTOR/SELLER - The entity, as agents, employees, suppliers, or sub-contractors, furnishing materials, equipment, or services hereunder, as identified on Purchase Order. CUSTOMER - the entity contracting for construction or other services from Purchaser or which the goods and/or services provided hereunder are for incorporation into the work or are required to facilitate completion of Purchaser's contract with such entity. PRIME CONTRACT - The contract between Purchaser and Customer and all provisions, specifications and drawings referenced therein. 2. Entire Agreement The contract between the Purchaser and Seller shall consist of and be contingent upon the Seller's acceptance of the Purchase Order, the provisions written on the face thereof, all provisions, specifications, and drawings referred to therein and these printed terms and conditions with appendices. In the event of conflict between the provisions written on the face of this Purchase Order and those contained in these printed terms and conditions, the provisions written on the face of the Purchase Order shall prevail. This Purchase Order shall not be modified either orally or by failure of either party to enforce their rights hereunder. It is a condition of this Purchase Order that provisions printed on or otherwise contained in any questions, order acknowledgement, shipping document, or other instrument of the seller shall be of no force or effect. 3. Payment Terms No insurance or premium charges or price increases will be allowed unless authorized by Purchaser in writing. No increase in price from that stated on the face hereof will be considered throughout the duration of the order. The Agreed upon Costs that the Seller and the Buyer have agreed upon are as follows: Buyer agrees to pay seller the Sum of $3,000 at the onset of this contract. The Buyer agrees to pay seller $2,000 on the due date of the project, and upon completion Buyer agrees to pay seller an additional $13,000 US dollars within Thirty days of delivery of the Final approved program. Late fees are agreed to be a 5% deduction for the seller if project is not completed by due date and an additional 1% deduction for each day the project is late thereafter. Buyer agrees to pay a 3.5% late fee per month on the balance owed the seller and further agrees to pay a maximum of $2,000 per month to seller or acknowledge that failure to comply will result in the seller having the right to offline the site Streetfax.com and remove his program. The Agreed upon project due date is May 31, 2003. 4. Changes a) BY PURCHASER - Purchaser agrees that no further revision shall be implemented until or unless approved by seller. Those revisions shall be transmitted for written approval to seller. b) BY SELLER - The Seller agrees that no further revision shall be implemented until or unless approved by Street Fax. Those revisions shall be transmitted for written approval to the Street Fax Purchasing Department. 5. Purchaser’s Property Does not include the price of renting the server, and registering VeriSign and SSL. The Buyer agrees to incur these expenses in addition to the price of the contract, and will maintain control of these services at all times. Data, drawings, tooling, patterns, materials, specifications, and any other items or information supplied to Seller under this order are the property of the Purchaser and must be returned upon completion of this order. Such items or information are to be used solely in the performance of the work by the seller and shall not be used or disclosed for any other purpose whatsoever without Purchaser's prior express written consent. 6. Settlement of Controversies In the event that this purchase order is for materials or equipment which will be incorporated in the Customer’s work under the Prime Contract, and in the case of disputes between the Purchaser and the Customer or between the Purchaser and the Seller regarding materials or equipment to be furnished by the seller, the Seller agrees to be bound to the same extent that the Purchaser is bound by the terms of the Prime Contract, and by any and all decisions and determinations made thereunder, provided that the Seller shall have the right to participate in the settlement of any dispute with the customer to the extent that the Seller will be affected thereby. No interest shall accrue on any payment(s) otherwise due the Seller, which is withheld or delayed as a result of any such dispute, except to the extent that the Purchaser is ultimately paid interest on monies due the Seller. The Seller shall not be held liable if the Seller follows instructions of the Purchase and it is later determined that the Purchaser's instructions were not in compliance with the terms and specifications of the Prime Contract. Pending final disposition of a dispute hereunder, the Seller shall carry on the work unless otherwise agreed in writing by the Purchaser. In all instances the final authority should rest with the final Specifications. 7. Patent Indemnity Purchaser hold seller harmless for any infringement sellers work may constitute on patents held by any third party that result from the direct request for work made by purchaser in this “work made for hire” agreement. The Seller hereby agrees to be responsible for all claims against the Purchaser of the Customer for alleged infringement of patents by reason of the Purchaser's or Customer's possession, use, or sale of any materials or equipment furnished hereunder by the Seller or by reason of the performance of any work hereunder by the Seller. The Seller agrees to defend at its sole expense all suits against the Purchaser and/or the Customer and to save and hold harmless the Purchaser and the Customer from and against all costs, expensed, judgments, and damages of any kind which the Purchaser or the Customer may be obliged to pay or incur by reason of any such alleged or actual infringement of a patent or patents. The Purchaser and the Customer agree to render whatever assistance it reasonably can in the way of information and access to records for the defense of any such suit. This indemnity shall not extend to alleged or actual infringements resulting from the Seller's compliance with the Purchaser's or Customer's design, instructions, processes, or formulas provided, however, that the Seller agrees to be responsible if it is reasonable to assume that the Seller should have been aware of a possible alleged or actual infringement resulting from the Purchaser's or [TRANSCRIPTION OF .TIF DOCUMENT BY GIBSON DUNN PERSONNEL] Customer's design, instructions, processes, or formulas and fails to notify the Purchasers of such possibility. 8. Assignment of Subcontracting Neither this order nor any rights, obligations, or monies due hereunder are assignable or transferable (as security for advances or otherwise) without the Purchaser's prior written consent, and except as to purchases of raw materials or standard commercial articles or parts, the Seller shall not subcontract any major portion of the work encompassed by this order without the Purchaser's prior written approval. The Purchaser shall not be required to recognize any assignment or subcontract made without its prior written consent. The buyer accepts that there will be two other subcontractors working on this project their work will be accepted provided a noncompete and "work made for hire agreement" are in place. 9. Proprietary Rights It is acknowledged that this is a work made for hire agreement and that all intellectual property rights or patent rights are that of StreetFax Inc. All code in portion or in its complete form remains the property of StreetFax Inc. If the items to be supplied hereunder have been designed in accordance with specifications or data furnished or originated by the Purchaser or its Customer, such items shall not be reproduced except with the approval of the Purchaser and, as applicable, its Customer and all drawings, photographs, data, software, and other written material or information supplied in connection therewith shall at all times remain the property of the Purchaser or its Customer and be returned promptly upon request at the completion, termination or cancellation of this order. In the event that StreetFax defaults on it payment terms rights would be granted to seller. 10. Termination A. DEFAULT - The Purchaser may terminate this order or any part thereof by written notice if the Seller: a) fails to make deliveries or to complete performance of its obligations hereunder within the time specified or in accordance with the agreed schedules unless such failure is due to acts of God, strike or other causes which are beyond the control of the Seller. b) Fails to comply with the terms and conditions of the purchase order and does not cure such failure within a period of ten (10) calendar days after written notice thereof. c) Makes an assignment for the benefit of creditors without prior written consent of the Purchaser, becomes insolvent or subject to proceedings under any law relating to bankruptcy, insolvency, or the relief of debtors. Should the Purchaser elect to terminate for default, the Purchaser may take possession of all or any of the items to be supplied hereunder which are in the Seller's possession without regard to stage of completion and may complete or cause the work to e completed on such items or may manufacture of procure similar items. Any additional costs or expense incurred by the Purchaser over and above the original purchase price from the Seller plus freight costs shall be for the account of the Seller. In all events, the Purchaser shall not be or become liable to the Seller or any third party claiming through or under the Seller for any portion of the price of any items that Purchaser elects not to accept following notice of termination for default. 11. Liens The Seller agrees to deliver the items to be supplied hereunder free and clear of all liens, encumbrances, and claims of laborers or material men and the Purchaser may withhold payment pending receipt of evidence in form and substance satisfactory to it of the absence of such items, claims and encumbrances. 12. Governing Law This Purchase Order and any material relating thereto shall be governed by the laws of the state in which the Purchaser's office that issues the order is located. 13. Recovery of Damages If the Seller should recover any damages as a result of antitrust violations in any manner due to price fixing on the part of another manufacturer or Seller, the Seller shall pay over to the Purchaser any ages Purchaser has suffered as a result of the same price fixing within a reasonable time after the damages are recovered by the Seller. 14. Notice of Labor Disputes a) Whenever the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, the Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Purchaser. b) The Seller shall insert the substance of this clause including this paragraph (b) in any subtier supply agreement hereunder as to which a labor dispute may delay the timely performance of this order except that each such subtier supply agreement shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subtier Seller shall immediately notify its next higher tier Seller or Sellers, as the case may be, of all relevant information with respect to such dispute. 15. Indemnity Requirements for Contractors/Seller Contractor/Vendor shall defend, indemnify and save Street Fax from any and all claims, suits, losses, damages, or expenses, whether caused or contributed to by the negligence of Street Fax, its agents, or employees, or otherwise, on account of injuries to or death of any and all persons whomsoever, including the Contractor/Vendor, subcontractors, employees of Contractor/Vendor, the subcontractor, and of Street Fax and any and all damage to property to whomsoever belonging, including property owned by, rented to, or in the care, custody, or control of the parties hereto arising or growing out of, or in any manner connected with the work performed under this contract, or caused or occasioned, in whole or in party by reason of or arising during the presence of the person or of the property of Contractor/Vendor, subcontractors, their employees, or agents upon or in proximity to the property of Street Fax Notwithstanding the foregoing, nothing herein contained is to be construed as an indemnification against the sole negligence of Street Fax. 16. Publicity Seller shall not publish photographs or articles, give press releases or make speeches about or otherwise publicize the existence or scope of this Purchase Order, or any generalities or details about this Purchase Order without first obtaining the written consent of Buyer. 17. Seller’s Disclosure Any information relating to the Seller's designs, manufacturing processes or manufactured products which the Seller may disclose to the Buyer in connection with the performance of the contract may be used by the Buyer for any purpose relating to the contract and to its performance without liability therefor to the Seller. 18. General Notes Seller shall reference this purchase order number on all documents and/or correspondence related to this order. The signatures below will execute this contract. EXHIBIT M EXHIBIT N