United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 these terms are binding.” After signing the Agreement, the parties attempted to draft formal draft attemptedto parties the Agreement, the signing After termsbinding.” are these more “may formal but they execute documents that provides Agreement The lawsuits. pending dismiss the to and disputes their of all resolve to agreed parties the Agreement, the In Agreement.” Settlement & “Term Sheet written a signed parties the mediation, the of result the as 2008, Defendant. the is Facebook and Plaintiff the is ConnectU cases, those matters; in these over lawsuits other two least at in engaged are parties The use. unlawful own its for information took and website and servers Facebook’s to access unauthorized gained ConnectU that alleges Facebook essence, misappropriation of trade secrets, unfair co unfair secrets, trade of misappropriation Winston Williams, and Wayne Chang (collectively, “Defendants”) alleging, “Defendants”) Winston Williams, (collectively, Wayne and Chang “Facebook”). Plaintiffs bring this action against against action this bring Plaintiffs “Facebook”). al., et Inc., ConnectU, v. al., et Inc., Facebook, The In the course of this lawsuit, the parties engaged in private mediation. On February 22, February On mediation. private in engaged parties the lawsuit, this of course the In Plaintiffs in this lawsuit are The Facebook Inc. and Mark Zuckerberg (collectively, Zuckerberg Mark and Inc. Facebook The are lawsuit this in Plaintiffs Defendants. Plaintiffs, FOR THENORTHERNDISTRICTOFCALIFORNIA IN THEUNITEDSTATESDISTRICTCOURT SAN JOSEDIVISION I. INTRODUCTION mpetition, andviolationsof18U.S.C.§1030, / ConnectU, Inc.,PacificNorthwestSoftware, NO. C07-01389JW THE SETTLEMENTAGREEMENT CONFIDENTIAL MOTIONTOENFORCE ORDER

GRANTING PLAINTIFFS’ inter alia inter , et seq et . In . United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 ConnectU, Inc.v.Facebook, parties to protect their financial information. financial their protect to parties the by requested as seal under proceedings the of transcript the keep to cause good finds Court time, the this companiesat traded publicly are ConnectU nor Facebook neither since Moreover, omitted. are settlement of the part a as exchange to agreed parties the which consideration confidentiality the protect can it that determines now Court The Order. its in Agreement the discuss to need its expressed Court motion, the sufficiently definite and essential terms that it may be enforced. For the reasons stated below, the below, stated reasons the For may it termsenforced. be that essential and definite sufficiently to participate in private mediation. mediation. private in participate to elected parties The Item 270.) No. (Docket Resolution. Dispute Alternative in participate to parties courts. federal enforcement. its orders and enforceable is Agreement the that finds Court typographical errors and strikeouts in the Agreement unchanged. Agreement the in strikeouts and errors typographical all leaves Court the purposes, authenticity For seal.) under filed 1-2, at A Ex. Decl.,” “Sutton Evan A.Parke,Ex.A.,hereafter,“ParkeDecl.,”filedunderseal.) of Declaration (Second (“Agreement”). Agreement” Settlement & “Term Sheet document entitled, handwritten a signed parties the mediation, the of result the As counsel. by represented were motion in this Court. motion this in present the filed Facebook Agreement, 2008 22, February the enforce to necessary is order court a that belief a on Based it. enforce to jurisdiction has California Jose, San in court federal the that stipulate parties the Agreement, terms.the In certain on consensus a reach to failed but documents 4 3 2 1 terms redacted, financial With precise the me in engaged parties the 2008, 22, February On various in parties the between actions separate three of one is action this above, stated As contains Agreement 2008 22, February the whether is Court the by decision for question The The other actions are ConnectU LLC v. Zuckerberg v. LLC areConnectU actions other The seal.) under filed Item 329, No. Docket “Motion,” (hereafter, (DeclarationofTheresa A.SuttoninSuppor the on hearing the At terms“confidential.” its are of all that recites Agreement The 2 On January 22, 2008, United States Magistrate Judge Richard Seeborg ordered the ordered Seeborg Richard Judge Magistrate States United 2008, 22, January On 1

, CaseNo.C07-10593-DPW (D.Mass.). II. BACKGROUND of the Agreement if references to the amount of the to references if Agreement the of 3 the Agreement provides, as follows: as provides, Agreement the 2 t of Plaintiffs’ Confidential Motion, hereafter, Motion, Confidential Plaintiffs’ of t diation before Antonio Piazza. Both sides Both Piazza. Antonio before diation , AppealNo.07-1796(1stCir.)and 4 United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 their respective companies. companies. respective their Decl., (Sutton Agreement. the signed also Narendra byCameronand onbe Winklevoss,and individually )AllConnectUstock inexchangefor[REDACTED]cash& 7) assert to right further no have They (1) warrant and represent founders ConnectU 6) terms more are may these formal they but execute documents that agree parties The 5) enforce to jurisdiction have shall Court Federal Jose San the that stipulate parties The 4) to Jose San in court the of enforcement continuing the to subject is Agreement This 4) no and parties other any disparages party no confidential, termsare agreement All of 3) with dismissed are cases all and possible as broad as mutual get releases parties All 2) the on parties, related its and ConnectU between disputes all settle will following The 1) 7 6 5 Facebook, behalfof andon individually Zuckerberg, AgreementMark by The wassigned Interlineation in original. in Interlineation original. the in Strikeout original. the in Strikeout fully diluted shares outstanding. shares diluted fully acquisition]. stock for cash and stock a with [Consistent shares ConnectU’s of acquisition the of documentation Series Dpreferredstock.Theform to afforded protections same the anti-dilution to subject be recommendations and voted be will shares the to related votes all that requirement a include shall shares terms the The of common Facebook. in shares parties. related its & Facebook claims against further no have They (2) Facebook against agreement. this enforce to evidence documentmay into submitted this be and binding agreement. this action. current the million. [REDACTED] to damages up and relief mayinjunctive who award arbitrator binding a to submitted be shall paragraph of this provision confidentiality and publicity the of violation A statements. public any on agree will parties The dispute. this to related or underlying facts to related comment publicly will party further costs. and fees attorneys own their bears side Each prejudice. hand. other the on parties, related its and Facebook and hand one The Term Sheet & Settlement Agreement Settlement & TermThe Sheet 5 7 Facebookrepresentsthatitcurrentlyhas[REDACTED] 3 6 Facebook will determine the form the determine & will Facebook half ofConnectU.TylerWinklevoss andDivya Ex. A at 2.) These individuals are principals of principals are individuals These 2.) at A Ex. in accordance with the Board of Director’s of Board the with accordance in United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 276, 278 (9th Cir. 1986); In re City Equities Anaheim, Ltd. Equities City re In 1986); Cir. (9th 278 276, enforce it. See it. enforce motion maya agreement to the bring to party any action, pending a in reached been has settlement a turn. in issue each considers Court by fraud.(ReplyinSupportofConfidentialMotionat “Opposition,” filed under seal.) In its reply, Plain reply, its In seal.) under filed “Opposition,” the Agreement. (ConnectU’s Opposition to F to Opposition Agreement.the (ConnectU’s of procurement committedthe in fraud Facebook (3) and upon, agreed not were included are which terms the missingmaterialterms, is (2) agreement the (1) because denied be should Agreement the motion enforce to Facebook’s that contend Defendants 6.) at (Motion it. comply to with ordered be should Defendants and settlement parties’ materialterms the all of forth sets unambiguously enforcement powers include the inherent authority to order a party’s specific performance of acts of performance specific party’s a order to authority inherent the include powers enforcement Cal. Civ.Proc.Code§664.6.Inadditiontothe st provides: law California Near v. Callie it.” before pending case a settle to agreement defenses. affirmative as enforcement to objections their plead to allowed be would Defendants which to Agreement, the enforce to action an file to required are Plaintiffs namely, whether hearing, the at raised issues considers also Court motion. a The such on act to TheCourt’sJurisdiction A. Decanay v.Mendoza court, upon motion, may enter judgment pursuant to the terms of the settlement. terms the the of to motion, mayjudgment pursuant upon enter court, the thereof, part or case, of forthe settlement court, the before orally or court of the presence the outside parties the by signed writing a in stipulate, litigation pending to If parties Plaintiffs’ motion to enforce the Agreement is made on the grounds that the Agreement the that grounds made is the Agreement on the motion enforce to Plaintiffs’ “It is well settled that a district court has the equitable power to enforce summarily enforce to an power equitable the has court district a that settled well is “It jurisdiction its considers Court the Agreement, the motion enforce the to considering Before Doi v. Halekulani Corp. v.Halekulani Doi , 573F.2d1075,1078(9thCir.1978);TNTMktg.,Inc.v.Agresti , 276F.3d1131,1135(9thCir.2002).Specifically, III. DISCUSSION acebook’s Confidential Motion at 6, hereafter, 6, at Motion Confidential acebook’s 4 tiffs contend that the Agreement was not procured not was Agreement the that contend tiffs atutory power to enter a judgment, the court’s the judgment, a enter to power atutory 9, hereafter, “Reply,” filed under seal.) The seal.) under filed “Reply,” hereafter, 9, , 22F.3d954,957(9thCir.1994).Once , 829F.2d888,890(9thCir.1987); , 796F.2d United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Agreement. Opposition to Confidential Motion to Enforce, hereaf Enforce, to Motion Confidential to Opposition (See Agreement. enforcement of this the to relating issues discovery litigated vigorously have parties the where action no adequate had have ofConnectU principals three proper received shareholders individual ConnectU’s Agreement. the ofenforcing whether limitedquestion the Defendants Second, for purpose jurisdiction Court’s the to him herself or subjected signatories the of each 4, and 2, 1, Paragraphs in shareholde individual ConnectU’s over jurisdiction corporations. the See parties. the of behalf make to decisions authorized individuals the by to agreed been have pleadings. additional requiring without Agreement the enforce sa is Court the Therefore, enforcement. exercise to authority has Court the that stipulated explicitly parties the Agreement, of 4 the Paragraph in law, TNT Mktg. noncompliance. for sanctions other damages or award to and agreement settlement the by required in the sur-reply. the in raised contentions the considers and sur-reply, the file to motionleave for Defendants’ grants Court incongruous to argue that these individuals did not receive notice of the motion since Judge motion the since of notice receive not did individuals these that argue to incongruous to Court the of authority the regarding issues two Inc. W. v. Harrop Airlines, 8 personal exercise to Court the for bases a is there whether question Defendants First, terms if the exercised be only can agreement settlement a enforce to power the However, California by conferred authority the and authority inherent its to addition in case, this In Defendants first made these contentions in their sur-reply. (Defendants’ Sur-Reply in Sur-Reply (Defendants’ sur-reply. their in contentions made these first Defendants , 796F.2dat278. 8 The Court finds that by signing the Agreement with explicit statements such as those as such statements explicit with Agreement the signing by that finds Court The June3,2008,Memorandum andOrder,No.07-10593-DPW, D.Mass.)Itis , 550F.2d1143,1145(9thCir.1977).Atthehearing,Defendantsraised tisfied that it has the jurisdiction and authority to authority and jurisdiction the has it that tisfied enforce the Agreement against the individuals and individuals the against Agreement the enforce 5 tice since they are plaintiffs in the Massachusetts the in plaintiffs are they since tice rs, i.e., the three principals who signed the signed who principals three the i.e., rs, notice of the proceedings. The Court finds the finds Court The proceedings. the of notice ter, “Sur-Reply,” Docket Item Docket The 438.) No. “Sur-Reply,” ter, United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 must bepaid.(SuttonDecl.,Ex.Aat1-2.)In 793, 811(1998)). writing alone, if possible.” Brinton v. Bankers Pension Serv., Inc. Serv., Pension v.Bankers Brinton possible.” if alone, writing from the ascertained be to is . . . intention “the writing, Whenin is agreement 1636. § the Code, 139 Cal.App.4th1618,1622(2006)(citingWeddington Productions,Inc.v.Flick contracting.” Rodenv.BergenBrunswigCorp. time the of at existed it as parties of the mutual the intention effectto give to as interpreted “must agreement settlement be a law, California Under (2007). 1357 1355, 4th App. Cal. 151 .TheMaterialTerms B. agree on a material term or if a material term is not reasonably certain.” Lindsay v. Lewandowski v. Lindsay certain.” reasonably materialterm materialterma a not if on is or agree to fail parties the if unenforceable is contract, other any like agreement, settlement “A (1996). 1421 “plaintiffs” in the Massachusetts action. The Court declines to entertain the notion since counsel since notion the entertain to declines Court The action. Massachusetts the in “plaintiffs” Co. Mortgage Alliance First v. Inc. Concepts, Hedging misinterpretation.” See law. state applicable the on term a turn of all indefiniteness or inducement, the in terms, ambiguous fraud of interpretation on based agreement settlement a to challenges Thus, Corp. Paymaster v. Inc. Commercial Serv., United Ins. federal. Court. this in Agreement the motion enforce to the on hearing the addressed specifically action Massachusetts the in order 2008 3, June Woodlocks’ that action. that amended complaintin the to plaintiffs as themselves added shareholders individual the admitted that local law that apply to the interpretation of c of interpretation the to apply that law local Co. v.Kupcho (1999); see (1999); First, the Agreement clearly states the consideration for the performance required and how it how and required performance the for consideration the states clearly Agreement the First, 9 Osumi Sutton agreements. v. settlement enforcing of favor in policy strong a has California of principles by governed are agreements settlement of enforcement and construction The At the hearing, counsel for ConnectU’s indi ConnectU’s for counsel hearing, the At Cal. Civ. Code § 1639. “[C]ourts will not set aside contracts for mere for subjective contracts aside set not will “[C]ourts 1639. § Code Civ. Cal. , 792F.2d526,529(5thCir.1986);see,e.g. ontracts, even if the underlying cause of action is action of cause underlying the if even ontracts, exchange for a specified amount of cash and stock in stock and amountcash of specified a for exchange 9 (Id. , 107Cal.App.4th620,625(2003);see 6 at 2.) at vidual shareholders argued that they are not are they that argued shareholders vidual , Doi , 962F.2d853,856(9thCir.1992). , 276F.3dat1135. , 76Cal.App.4th550,559 , 41Cal.App.4th1410, White Farm Equip. , 60Cal.App.4th Cal.Civ. , , United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Agreement, not from the extrinsic evidence. Brinton evidence. from extrinsic not the Agreement, respect to the Agreement. The Court must Court determine The Agreement. the to respect the minds” with the “meetingof no was there that evidence as negotiations subsequent considered transaction only needs to be approved by majority vote. See majority vote. by approved be to needs only transaction party to, and did not sign the Agreement. (Oppositi Agreement. the sign not did and to, party However, Defendantspointoutthatonestockholde disputed. are signatures the of none and Agreement the of version handwritten the signed all parties, 1639. (Id. parties.” related its and Facebook” against assert to right further no have “they warrant and represent to Agreement the under required are founders ConnectU Facebook, cash and a precise number of common shares in Facebook; it is a stock and cash for stock for cash and stock a is it numbercommon of Facebook; in precise a shares and cash amount sumof a for certain exchanged be to is stock ConnectU all that recites 7 Paragraph 1-2.) at the lack of Howard Winklevoss’ signature makes the Agreement unenforceable. makesAgreement the signature Winklevoss’ Howard of lack the pr might have negotiations Subsequent acquisition. of NeelChatterjeeinSupportPlaintiffs’Re May 23,2006,HowardWinklevoss owned1%oftheoutstandingsharesinConnectU.(Declaration (Id. rejected. apparently, were, proposal those terms, but additional other impediment to enforcing the Agreement. the impediment enforcing to an not is signature Winklevoss’ Howard of lack the him. on Therefore, make binding Agreement the to unnecessary is Winklevoss Howard of consent the transaction, the to agreed have shareholders ConnectU’s majorityof a Since shares. outstanding the of 99% own Agreement the signed who shareholders The Agreement. the of date the of as changed interest ownership his evidence ConnectU is a Connecticut corporation. (Id. corporation. Connecticut a is ConnectU the for make to decisions authorized persons are company, who each of principals the Third, A Ex. Decl., (Sutton transaction. the of structure the defines clearly Agreement the Second, ) ply, Ex. B at 10, filed under seal.) There is no is There seal.) under filed 10, at B Ex. ply, and “they have no further claims against Facebook claims against further no have “they and 7 r inConnectU,HowardWinklevoss, wasnota on at 10.) Therefore, the issue becomes whether issue the Therefore, 10.) at on oposed a different structure for the transaction or transaction the for structure different a oposed at 1.) Under Connecticut law, a share exchange share a law, Connecticut Under 1.) at , 76Cal.App.4that559;Civ.Code§ the parties’ intent from the four corners of the of corners from four the intent parties’ the Conn.Gen.Stat.§33-816(a).Asof , Ex.B.)

The Court cannot Court The United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 App. 4th798,806-07(2007);Wilke v.Coinway,Inc. Cortez v.WeymouthCortez justifiable reliance; and (4) resulting damage. Buckland v. Threshold Enterprises, Ltd. Enterprises, Threshold v. damage. Buckland resulting (4) and reliance; justifiable of common lawfraud.Id. elements the must party establish a contract, a of inducement the in fraud prove To (1911). 566-67 WhethertheAgreementWasProcured byFraud C. enforceable. is Agreement the that finds Court the materialterms. Accordingly, its regarding uncertainty any or agree to failure a itself. of and in binding is Agreement the that made “may,” and clear word, the of the Agreement, it is clear that, had the parties wished to require more formalthey require documents, to wished parties the had that, clear is it Agreement, the of e.g. (See contexts. other in used readily had they which “will,” to opposed as instance “may” this in word the used parties the that significant is It emphasis added.) 1, at A Ex. Decl., (Sutton “binding.” is Agreement the more that but formalexecute documents,” “ parties the that provides itself Agreement the However, 7-9.) at (Opposition documentation. Scognamill v. Credit Suisse First Boston LLC Boston First Suisse Credit v. Scognamill See unjustifiable. is reliance that held have courts negotiations, of course the during adversary an by 765, 771(1991). See lawsuit. a settle 14.) at (Opposition value. present Facebook’s misrepresenting by Agreement the procured fraudulently Plaintiffs because they indicated have could Defendants contend that the Agreement was onl was Agreement the that contend Defendants Where a party is represented by counsel, or where the alleged misrepresentation was made was misrepresentation alleged the where or counsel, by represented is Where party a Grieve Jonesv. byfraud. induced was ifit enforceable not is contract A denied be should Agreement the motion enforce to Facebook’s that contend Defendants face its on display not does parties the by reached Agreement the that finds sum,In Court the MercedCountyMut.FireIns.Co.v.TheStateof California , 235 Cal. App. 2d 140 (1965)). These legal principles apply to a contract to contract a to apply principles legal These (1965)). 140 2d App. Cal. 235 , The elements of fraud are (1) misrepresentation; (2) scienter; (3) scienter; (2) misrepresentation; (1) are fraud elementsof The will or shall execute more formal documents. Instead, they elected to use to elected they more formalInstead, execute documents. , 2005WL 2045807(N.D.Cal.2005) (holdingasa 8 , 257Cal.App.2d126,136(1967)(quoting y a starting point for negotiating more formal negotiating for point starting a y , Agreement ¶¶ 1, 3, 7.) On the face Onthe 7.) Agreement3, , 1, ¶¶ , 15Cal.App.561, , 233Cal.App.3d , 155Cal. may United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 997, 1006(9thCir.2002); Backman v.PolaroidCorp. value from the value Microsoft attributed to the the to attributed Microsoft from value the value representations or warranties in the Agreement about the value of Facebook common Facebook of stock. value the about Agreement the in warranties or representations correct a disclosure which is misleading when made, but usually, there is no duty to a correct a to duty no is there made,usually, but when misleading is which disclosure a correct to duty a has one generally that clear is It mediation. demandmake to the what in determining made might have when Defendants which valuation subjective any correct to or settlement the of context the in Defendants to valuation Board’s the disclose to duty a had Zuckerberg Facebook BoardofDirectorsmade asubsequentva defendant’s accept to plaintiff for “reasonable not was it and statement, fraudulent allegedly time the the of at counsel by represented was plaintiff because Wilhelm process); v. negotiation the during counsel by represented were parties where unjustifiable merger was of agreement execution in adversary of representation on reliance that matter law of statement which is true at the timemade. is the See it at true is which statement investigation”). Williams Price, Russell & Pray, Support of Plaintiffs’ Confidential Motion ¶ 2, file 2, ¶ Motion Confidential Plaintiffs’ of Support Wang Ted of in made. was (Declaration it when true not was release the in statement the that seal.) under filed 11, ¶ Clarkson T. Robert of (Declaration release. press the in disclosed valuation the than different was which company’s “shares” the of value a determined Directors of Board Facebook’s operations, its of course regular the in release, press the to subsequent that evidence proffer Defendants J.) Ex. Decl., (Parke valuation.” billion $15 a at financing of round next Facebook’s in million stake $240 a “take would Microsoft at6.) (Opposition ofDirectors. Board Facebook of valuation a disclose not did Plaintiffs 10 claim no is there Thus, itself. release press the of accuracy the challenge not do Defendants stating release press a issued Microsoft and Facebook 2007, October in Apparently, ConnectU’sProfferRegardingFacebook’sValuation because negotiations settlement the during defrauded were they that contend Defendants 1. Defendants provide no authority to support their contention that either Facebook or Facebook either that contention their support to authority no provide Defendants , 186 Cal. App. 3d 1324 (1986) (holding that the fraudclaim thatthe (holding (1986) failed 1324 3d App. Cal. 186 , Facebook common stockwhichhadbeenmade bythe company. However,Plaintiffsdidnotmake any 9 Brody v. Transitional Hospitals Corp. Hospitals Transitional v. Brody d under seal.) Plaintiffs do not deny that the that deny not do Plaintiffs seal.) under d luation ofFacebookshareswhichwasadifferent , 910F.2d10,17(1stCir. 1990).Intentional statements without an independent inquiry or inquiry independent an without statements , 280F.3d 10

United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 (See motion compel to pr ConnectU’s denying order 2008 3, June his in Notably, conduct. of courses these chose party Neither valuation. Facebook’s negotiations in their mediation. their in negotiations parties’ the of details the regarding evidence consider or hearing a conduct to declines Court the privilege, this to Pursuant court.” this in proceeding future or pending impeachment, any in including purpose, any for used (3) or judge; assigned the to disclosed (2) . . . be not shall . . . matterlaw. a of as fraudulent be cannot valuations the in difference the disclose and any view of the merits the of anyview caseformed the and of by Agreement. UnderADRLocalRule6-11,“anythi relevant potentially lacked they knowing negotiations settlement their with proceed to elected or involved stock the of value the of warranties and representations on negotiated being exchange financial the condition to chosen have could party Either mediation. the at counsel reputable by represented were who parties business sophisticated are Agreement the to signatories individual The negotiation. the during misrepresentation settlement. the negotiating while representation made such any Plaintiffs that evidence admissible no is there stock; Facebook’s are transaction Microsoft’s the in involved shares the and Agreement the in exchange to agreed parties the shares the that undisputed is it Morever, Inventions, Inc. Inventions, Smart v. Persson stated.” facts the qualify materially which facts suppresses and speak does nevertheless speak, to duty no under is who transaction, a to party a “when only exists concealment misrepresentations made byPlaintiffsuponwh other any were there that or false was representation this that show to failed have Defendants Decl.,Ex.A.) (Parke hasoutstanding. currently Facebook which shares number diluted fully of June3,2008,Memorandum andOrderat2,No.07-10593-DPW, D.Mass.)Thus,theparties 11 remainedoutstanding. issues discovery unresolved completedand been not production—had document purposes, present for case—mostpertinently this in discovery of aspects that fact the despite then, disputes their settle to prepared were parties the appears, From that all made a Plaintiffs that establish to failed have Defendants finds sum,In Court the of shares outstanding the to value specific a attribute not does Agreement the Further, Defendants proffer evidence of statements made during mediation that resulted in the in resulted that mediation made statements of during evidence proffer Defendants , 125Cal.App.4th1141,1164(2005). 11 Rather, the only representation evident fromthe is Agreement the evident representation only the Rather, ich Defendants could have justifiably relied. relied. justifiably have could Defendants ich oduction of documents, Judge Woodlock stated: Woodlock stated: Judge documents, of oduction to conduct their own due diligence with respect to respect with diligence due own their conduct to 10 any participant in connection with any mediation any with connection in participant any of different classes. Accordingly, the failure to failure the Accordingly, classes. different of ng that happened or was said, any position taken, position any said, was or happened that ng United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 securities fraud. securities of basis the on agreement settlement purported a voiding for precedent provide to authority an issue in this case. (Sur-Reply at 10.) at (Sur-Reply case. this in issue an not is which trading, insider of context the within fall all information” non-public “material disclose to duty a regarding sur-reply their in cite Defendants which cases The fraud. securities showing by voidable companiesis the between of litigation settlement to pursuant corporations held of closely Sur-Reply at 7.) 7.) at Sur-Reply 14; at (Opposition voidable. Agreement making the fraud, committed securities Plaintiffs because enforcement. decline to basis no finds Court the negotiations, Petro-Ventures, Inc. v. Takessian v. Inc. Petro-Ventures, 29. § under laws securities the violates it alleging by agreement the attacking from collaterally party a prevent to operates agreement settlement signed a in release broad a that held has Circuit Ninth the information. Without a showingbyDefendantsofa Defendants’ papers. Defendants’ in presented authority the considers and leave Defendants grant to cause good finds Court noted: German and Scudder v. Pearlstein settlement. the after capital recover to failed defendant the because T Regulation of requirements margin the violated which agreement an involved case that Act, Exchange Securities the 12 employed.’ language the by indicated [is] parties the of intent the . . . clear, is release the of language ‘the if that, is rule general the counsel, to access ready with and position bargaining equivalent roughly a in parties by commercial a in context signed is release a here, as [w]hen, additional file to leave requested Defendants hearing, the after day the 2008, 24, June On au cited have Defendants nor Plaintiffs Neither Fraud Securities enforceable not is Agreement the that contend Defendants sur-reply, and opposition their In 2. (See Docket Item the While respond, to Docket 454.) opportunity hadan No. havenot Plaintiffs 12 While Defendants cite one case where a settlement was found void under § 29 of 29 § under void found was settlement a where case one cite While Defendants , 967 F.2d 1337 (9th Cir. 1992). Specifically, the Ninth Circuit theNinth Specifically, 1992). Cir. (9th 1337 F.2d 967 , , 429F.2d1136,1142-43(2dCir.1970).ContrarytoPearlstein 11 material misrepresentation or omission in the omissionin or material misrepresentation thority that an agreement to exchange shares exchange to agreement an that thority , United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 (2d Cir. 1977)). Thus, in Petro-Ventures in Thus, 1977)). Cir. (2d ae: ue2,20 Dated: June25,2008 Order. this with consistent On orbefore Agreement. ofSettlement them the by required actions the take to parties the ordering entered be induced. fraudulently was Agreement the whether to as dispute genuine a create to Court the to proffered circumstances the in fraud 29. § using attacked collaterally be cannot Agreement the claims. Thus, all release to parties the of intent the conveys Agreement the of 2 Paragraph in release the of language the that doubt no is There 2.) ¶ (Agreement possible.” as broad “as were that mutual releases give to undertake to intended they which in counsel, by represented were Id. 29. § under voided be cannot agreement settlement their that finding by peace” “general about Id. parties are ordered to appear on on appear to ordered are parties at 1342 (quoting Locafrance U.S. Corp. v. Intermodal v. Corp. U.S. Locafrance Inc. Sys.Leasing, (quoting 1342 at The Court GRANTS Plaintiffs’ Motion to Enforce the Parties’ Settlement Agreement. The Agreement. Settlement Parties’ the Enforce to Motion Plaintiffs’ GRANTS Court The of evidence sufficient tender to failed have Defendants that finds Court the Accordingly, Petro-Ventures in As June 30,2008 , the parties are directed to submit a proposed form judgment of submit proposed to a directed are parties the , , this case involves a settlement agreement reached by the parties, who parties, the by reached agreement settlement a involves case this , July 2,2008at10a.m. V. CONCLUSION , the Ninth Circuit effectuated the parties’ intent to bring to intent parties’ the effectuated Circuit Ninth the , 12 United States District Judge District States United JAMES WARE to showcausewhyajudgment shouldnot , 558F.2d1113,1115

United States District Court For the Northern District of California 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Steven Christopher Holtzman Christopher Steven [email protected] Lincoln Alan Sean [email protected] Mosko Richard Scott [email protected] Cooper M.F. Monte Kalama [email protected] Jonathan [email protected] [email protected] Chatterjee Neel I. George [email protected] Evan [email protected] [email protected] Barrett A. David D. [email protected] [email protected] Day Wren-Ming Chester THIS IS TO CERTIFY THAT COPIES OF ae: ue2,20 RichardW.Wieking,Clerk Dated: June25,2008 [email protected] Greer Penas Yvonne Wagner [email protected] Margo Valerie [email protected] Baker Alexander Tyler [email protected] Sutton Ann Theresa [email protected] THIS ORDER HAVE BEEN DELIVERED TO: By: /s/JWChambers Courtroom Deputy Elizabeth Garcia