Viacom International, Inc. et al v. Youtube, Inc. et al
DECLARATION of William M. Hohengarten (Part Eleven) Ex. 299 in Support re: 176 MOTION for Partial Summary Judgment /Viacom's Notice of Motion for Partial Summary Judgment on Liability and Inapplicability of the Digital Millennium Copyright Act Safe Harbor Defense.. Document filed by Country Music Television, Inc., Paramount Pictures Corporation, Viacom International, Inc., Black Entertainment Television, LLC, Comedy Partners. (Attachments: # 1 Exhibit 300, # 2 Exhibit 301, # 3 Exhibit 302, # 4 Exhibit 303 - Part 1, # 5 Exhibit 303 - Part 2, # 6 Exhibit 303 - Part 3, # 7 Exhibit 303 - Part 4, # 8 Exhibit 303 - Part 5, # 9 Exhibit 304, # 10 Exhibit 305, # 11 Exhibit 306, # 12 Exhibit 307, # 13 Exhibit 308, # 14 Exhibit 309, # 15 Exhibit 310, # 16 Exhibit 311, # 17 Exhibit 312, # 18 Exhibit 313, # 19 Exhibit 314, # 20 Exhibit 315, # 21 Exhibit 316, # 22 Exhibit 317, # 23 Exhibit 318, # 24 Exhibit 319, # 25 Exhibit 320, # 26 Exhibit 321, # 27 Exhibit 322, # 28 Exhibit 323, # 29 Exhibit 324, # 30 Exhibit 325, # 31 Exhibit 326, # 32 Exhibit 327, # 33 Exhibit 328)(Kohlmann, Susan)
Sent: To: Cc: Subject:
firstname.lastname@example.org on behalf of
Rachel Claflin "Crclafln@youtube.com?Tuesday, April 17, 2007 1 :56 PM
Roelof Botha 'email@example.com?-; Jennifer Field "Cfield@sequoiacap.com?-
Zahavah Levine Fully Executed Amendment to Merger Fully Executed Amendment to Merger Agreement.pdf
Attched is a PDF softcopy of the fully executed Amendment to Merger Agreement. Please contact me if you have any trouble with the attachment.
Legal Assistant YouTube, LLC
1000 Cherr Ave, Suite 2 San Bruno, CA 94066
EXHIBIT 1 r
AMNDMENT TO MERGER AGREEMENT
AMENDMENT, dated as of April
12, 2007 (this "Amendment"), by and betwee among
Google Inc., a Delaware corporation, Y ouTube, LLC, as successor by merger to Snowmass Holdings Inc., a Delawae corporation and to YouTube, Inc., a Delawae corporation, and each of the former stockholders of You Tube, Inc., listed on the signatue pages hereof.
WHEREAS, the pares hereto have previously entered into an Agreement and Plan of October 9, 2006 (as amended and restated on November 3,2006 and as fuer amended from time to tie, the "Merger Agreement"), and capitalized terms used but not
Merger, dated as of
defied herein shall have the meang set fort in the Merger Agreement; and
WHEREAS, the pares hereto now mutually desire to amend the Merger Agreement to
correct a mutual mistake resulting from a scrivener's eror, as fuher set fort herein.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contaned, and intendig to be legally bound hereby, the paries hereto hereby
agree as follows:
1. Section 9.6(b) of
the Merger Agrment is hereby amended as of
October 9,2006 to
up to five percent (5%) of
correct a scrivener's error by deleting the words '~ecovery of number of
Escrow Shares initially deposited in the Escrow Account pursuat to Arcle 2" in the'
Escrow Shares frm the
last proviso thereof and replacing them with the words "recovery of Escrow Account with a value (valued at the Parent Closing Price) of
up to five percent (5%) of
the Aggregate Share Consideration issuable in the Merger".
2. All references in the Merger Agreement to "Company Closing Price" shall be deemed to be references to "Parent Closing Price".
3. Except as specifically provided for in this Amendment, the terms of
the paries hereto
Agreement shall be unodified and shall remain in ful force and effect.
4. This Amendment shall be binding upon and shall inure to the benefit of
and their respective successors and permtted assign, except that neither this Amendment nor any rights or obligations hereunder shall be assigned or delegated by any pary hereto except in connection with an assignment of the Merger Agreement in accordance with the terms thereof.
5. No amendment, modification, replacement, termination or cancellation of any provision
of ths Amendment will be valid, uness the same will be in writing and signed by the pares
hereto. All notices and other communcations provided for herein shal be dated and in writing
pursuat to the terms of Section 10.4 of the Merger Agreement.
6. This Amendment may be executed in two or more counterparts, each of which will be deemed an onginal but all of which together will constitute one and the same instruent. Ths Amendment shall be effective upon execution by each of the pares hereto. Ths Amendment
shall be govered by and constred in accordance with the laws of the State of
IN WITNESS WHEREOF, the pares hereto have duly Amendment as of
executed and delivered ths
the day and year first above wrtten.
Name: David C. Druond
YOUTUBE, LLC (as succor by merer to SNOWMASS HOLDINGS INC. and YOUTUBE, INC.)
Title: Senor Vice Preident, Corporate
Development and Chief Legal
By. IT tlPi
Name: Kent Waler
(Signatu Page to Amendment to Merger Agrement)
Steve Chen 2006 Grantor Retaied Anuity Trut
Brent Hurley Trustee
The Chad Hurley Irrevocable Children's Trut
created UTA date March 2, 2006
(Signatue Page to Amendment to Merger Agreement)
SEQUOIA CAPITAL XI
SEQUOIA TECHNOLOGY PARTNRS XI SEQUOIA CAPITAL XI PRlCIP ALS FU By: SC XI Management, LLC A Delaware Linúted Liability Company
General Parner of
Aris Technology Parners, L.P.
Artis Technology 2X, L.P.
Aris Tecliology Qualified Parers, L.P,
Ars Technology Qualified 2X, L.P.
Ars Microcap Fund, L.P.
B. .._Title: CI"
. Teclmology Parers Ltd. Ars Technology 2X Ltd.
By: Ars Capital Management, L.P.
:lame: '\lfI (\ Il;JlI
Investment Adviser and Art -In-Fact for
(Signature Page to Amendm t to Merger Agrement)
Oil8~8'9101~i.4i.PaIoAito.21 i:i 13.1
SEQUOIA CAPlT AL XI SEQUOIA TECHNOLOGY PARTNERS XI SEQUOIA CAPITAL XI PRINCIPALS FUND By: SC XI Management, LLC
A Delaware Límited Líabílty Company
~it~:S: ~. i.ÒnE_ T e mQrCl"C1\ nCj RuMd
A/tis Technology Partners. L.P.
Aris Technology 2X, L.P.
Artis Technology Qualified Partners, L.P. Aris Technology Qualified 2X, L.P. Artis Microcap Fund, L.P.
By: Artis Capital Management, L.P. General Partner for Each Fund
By: Name: Title:
Artis Microcap Master Fund, L.P.
By: Artis Microcap GP, LLC General Partner
Artis Technology Partners Ltd.
Artis Technology 2X Ltd.
By: Artis Capital Management, L.P. Investment Adviser and Attorney-In-Fact for
(Signature Page to Amendment to Merger Agreement)
M88S8.9?O I.02S42.I'~il\llò.211;; 1;\ i
WS INESTMT COMPAN, LLC
(Signatu Page to Amendment to Merger Agreeent)
0088-91Oi -0542oPaloA12i 12513.1
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?