Connectu, Inc. v. Facebook, Inc. et al

Filing 377

DECLARATION re #376 Opposition to Motion, Originally filed as Dkt 367 by Facebook, Inc., Christopher Hughes, Andrew McCollum, Dustin Moskovitz, Eduardo Saverin, Thefacebook LLC, Mark Zuckerberg. (Attachments: #1 Exhibit 1, #2 Exhibit 2, #3 Exhibit 3, #4 Exhibit 4, #5 Exhibit 5, #6 Exhibit 6, #7 Exhibit 7, #8 Exhibit 8, #9 Exhibit 9, #10 Exhibit 10, #11 Exhibit 11)(Chatterjee, I.)

Case 1:07-cv-10593-DPW Document 367-11

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EXHIBIT 10

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IN THE UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA

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SAN JOSE DIVISION
The Facebook, Inc., et al.,

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For the Northern District of California

United States District Court

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NO. C 07-01389 JW

Plaintiffs,

JUDGMENT ENFORCING SETTLEMENT
AGREEMENT

v.
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ConnectU, Inc., et al.,
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Defendants.
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Pursuant to the Court’s June 25, 2008 Order Granting Plaintiffs’ Confidential Motion to

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Enforce the Settlement Agreement (docket item no. 461), the parties appeared before the Court on

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July 2, 2008 to show cause why a judgment should not be entered. Based on the papers submitted

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and oral arguments of counsel,

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JUDGMENT IS ENTERED ENFORCING “THE TERM SHEET & SETTLEMENT
AGREEMENT” AS FOLLOWS:
(1)

The Facebook, Inc. and Mark Zuckerberg:
(a)

Pursuant to Paragraphs 4 and 7 of the Agreement, unless otherwise ordered by

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the Court, on or before August 4, 2008, The Facebook, Inc. shall deposit with

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the Master, the amount of cash and the certificates representing the amount of

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The Facebook, Inc. common shares stated in Paragraph 7 of the Agreement,

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endorsed for transfer. The following legend shall appear on certificates of

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The Facebook, Inc. common stock issued pursuant to this Judgment:

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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

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UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR

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SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN

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EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL

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REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED,

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OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT

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WITH REGARD TO THE VOTING OF SUCH SHARES, AS PROVIDED IN THE CERTAIN TERM SHEET

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& SETTLEMENT AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE ORIGINALLY
ISSUED. THE HOLDERS OF SUCH SHARES ARE ENTITLED TO THE SAME ANTI-DILUTION

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For the Northern District of California

United States District Court

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RIGHTS AFFORDED THE ISSUER’S SERIES D PREFERRED STOCK, AS PROVIDED IN SUCH TERM

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SHEET & SETTLEMENT AGREEMENT. A COPY OF SUCH TERM SHEET & SETTLEMENT

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AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE ISSUER.

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(b)

Pursuant to Paragraphs 2 and 4 of the Agreement, on or before 12 noon on

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July 9, 2008, The Facebook, Inc. and Mark Zuckerberg shall submit to the

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Court for approval a proposed form of release. Upon approval by the Court,

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the release shall be signed by The Facebook, Inc. and Mark Zuckerberg, and

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shall have attached to it corporate authority given to the corporate signatory

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and shall be notarized as to each signatory and shall be immediately deposited

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with the Master;

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(c)

Pursuant to Paragraphs 2 and 4 of the Agreement, unless otherwise ordered by

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the Court, on or before August 4, 2008, a legally sufficient dismissal with

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prejudice of all cases by and between the parties pending as of the date of the

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Agreement.1 The dismissal shall recite that each party to the respective

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litigation shall bear their own attorney fees and costs.

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The other two cases are ConnectU, LLC v. Facebook, Inc., et al., Case No. 1:04-cv-11923DPW, currently on appeal to the First Circuit Court of Appeals; and ConnectU, Inc., et al. v.
Facebook, Inc., et al., Case No. 1:07-cv-10593-DPW, currently pending in the District of
Massachusetts.
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(2)

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ConnectU Inc., Cameron Winklevoss, Tyler Vinklevoss, and Divya Narendra:
(a)

Pursuant to Paragraphs 4 and 7 of the Agreement, unless otherwise ordered by

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the Court, on or before August 4, 2008, ConnectU Inc. shall deposit with the

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Master all shares of ConnectU Inc., endorsed for transfer. To the extent the

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parties to the Agreement do not own any shares of ConnectU Inc., to fulfill

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the obligation of the transfer of “all ConnectU stock,” the parties to the

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Agreement shall take such actions in their respective corporate and individual

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capacities as are necessary to effect the deposit with the Master of all shares

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of ConnectU stock;
(b)

Pursuant to Paragraphs 2 and 4 of the Agreement, on or before 12 noon on

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For the Northern District of California

United States District Court

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July 9, 2008, ConnectU, Inc., Cameron Winklevoss, Tyler Vinklevoss and

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Divya Narendra shall submit to the Court for approval a proposed form of

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release. Upon approval by the Court, the release shall be signed by these

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parties and shall have attached to it corporate authority given to the corporate

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signatory and shall be notarized as to each signatory and shall be immediately

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deposited with the Master;

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(c)

Pursuant to Paragraphs 2 and 4 of the Agreement, unless otherwise ordered by

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the Court, on or before August 4, 2008, a legally sufficient dismissal with

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prejudice of all cases by and between the parties pending as of the date of the

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Agreement. The dismissal shall recite that each party to the respective

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litigation shall bear their own attorney fees and costs.

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(3)

Upon further order of the Court, the parties shall deposit with the Master such other

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and further things which will facilitate the orderly exchange of the consideration and

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shall do the things ordered by the Court to ensure the operational integrity of the

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business entities that are parties to the Agreement.

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(4)

The deposits being made with the Master by the parties pursuant to this Judgement

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shall be transferred out of the deposit by the Master only upon further Order of the

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Court in enforcement of the Agreement.

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The Court retains jurisdiction to enforce this Judgment.

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Dated: July 2, 2008
JAMES WARE
United States District Judge

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For the Northern District of California

United States District Court

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Case 5:07-cv-01389-JW Document 476
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THIS IS TO CERTIFY THAT COPIES OF THIS ORDER HAVE BEEN DELIVERED TO:

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Chester Wren-Ming Day [e-mail]
D. Michael Underhill [e-mail]
David A. Barrett [e-mail]
Evan A. Parke [e-mail]
George Hopkins Guy [e-mail]
I. Neel Chatterjee [e-mail]
Jonathan M. Shaw [e-mail]
Kalama M. Lui-Kwan [e-mail]
Monte M.F. Cooper [e-mail]
Scott Richard Mosko [e-mail]
Sean Alan Lincoln [e-mail]
Steven Christopher Holtzman [e-mail]
Theresa Ann Sutton [e-mail]
Tyler Alexander Baker [e-mail]
Valerie Margo Wagner [e-mail]
Yvonne Penas Greer [e-mail]

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For the Northern District of California

United States District Court

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Dated: July 2, 2008

Richard W. Wieking, Clerk

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By:

/s/ JW Chambers
Elizabeth Garcia
Courtroom Deputy