December 5, 2011 - Motion Approval $96 Billion Damage Report & Consideration On 60b4 Motion Void

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Brad Greenspan, Pro Se 264 South La Cienega Suite 1016 Beverly Hills, CA 90211 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION
) CASE NO: 2:06-cv-03731-GHK-Sh JIM BROWN, Individually and on Behalf of ) All Others Similarly Situated, Plaintiff ) CLASS ACTION ) v. ) ) MOTION FOR ) RECONSIDERATION BRETT C. BREWER, et atl., ) Defendants ) ) ) ) ) DATE: December 5, 2011 TIME: TBD COURTROOM: The Hon. George H. King CTRM 650
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MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION TO INTERVENE
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INDEX IINTRODUCTION pg. 7 pg. 32
IIVI-CONCLUSION
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MOTION FOR RECONSIDERATION INTRODUCTION 1. Its clear the Court did not review most or any of the filings made that include the Motion of Intervention, Motion for 60(b), and Motion for Summary Judgment. If the Court had indeed read the pleadings then the Court would not have made an erroneous decision that is inequitable and reckless. How could the Court have trouble determining the purpose of the Motion of Intervention would be not for the benefit of the Summary Judgement motion sitting in the Courts possession but instead the Court pretend such Summary Judgement document not exist and state in its decision that Defendants claim the Motion for Intervention is for a objection to the settlement instead. This is evidence of similar recklessness or conscious disregard of the Courts internal process by certain staff. This is certainly the same staff that looked the other way when cutting out 50% of the Class members thru changing the Class Certification. Then this same staff member refuses to read the pleadings filed with the 60(b) and created a scheme to
make a desperate attempt to not recognize any of the facts or elements or claims in the 60b motion and the motion of intervention which clearly was filed to allow for an equitable disposition of the Summary Judgement. That is the obvious reason for the Motion for Intervention. The Federal Court cannot avoid disposing equitably of a motion for fraud upon the court by simply helping those accused of fraud, make sure the merits are not seen or inputted into the court. This just creates additional fraud upon court claims for Class members. Finally the Court should not be so obviously unfair and unjust and reckless by first Failing to safeguard Class members and allow RGRD to commit a new act of securities fraud Against the Class and then refuse to accept the Motion and pleadings and dispose of The charges against the crime. The motion provided evidence that this Court either
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Aided and abetted the fraud on Class members by RGRD when it changed the certification language and then tried to argue it was justified even as it continues to do. Or the Court is consciously disregarding its job to police itself and not let fraud happen at every step of the judicial process as the motion 60b cleary illustrates. Why should RGRDs motion to strike that failed to strike the 60b4 and failed to address any of the fraud trump a previously validly filed 60(B) with 6 different counts, a motion of intervention with summary judgement pleadings, all while not having to win any of the merit based claims of fraud against both the existing Class and the petitioner. The Court is reckless or has made a significant error it must heed and correct. ADDITIONAL DEFECTS THAT THE COURT MUST TAKE NOTE OF IN DECISION TO ACCEPT 60B(4) and RULE 701 Damage Report and allow Class to move forward with 2. On November 16, 2011 Case 2:06-cv-03731-GHK-SH Federal Court ruled and stated Pg. 1 line 3, Plaintiff and Defendants have filed a Joint Motion to Strike Non-Party Brad Greenspans Motions (1) To Set Aside October 19, 2010 Order Dismissing Mr. Greenspan, 1(2) To Intervene, and (3)For Summary Judgement or Adjudication (Joint Motion), which is noticed for hearing on December 5, 2011. The Greenspan Motions and the Joint Motion are hereby TAKEN OFF CALENDAR and will be taken UNDER SUBMISSION without oral argument on December 5, 2011. Fed R. Civ. P. 78; Local Rule 7-15 3. Furthermore the court notes, on pg.1 line line 8,
It is logical that we consider the Joint Motion before we consider the Greenspan Motions, and thus we will not issue any orders on the Greenspan Motions pending our decision on the Joint Motion. No appearance by counsel shall be necessary. The hearing dates are VACATED. 4. Therefore, Petitioner was under belief that date Court would next be taken UNDER
SUBMISSION without oral argument on December 5, 2011.. Therefore, Petitioner had planned to respond and file additional response on Friday today. Although and in addition Petitioner for other reasons cited below does not think that would have been grounds by itself for the Courts initial erroneous ruling.
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The Court notes on line 1 of Footnote #1 on pg. 1, !Plaintiff and Defendants
Joint Motion refers to Mr. Greenspans Motion for Fraud Upon the Court 60b3. (Dkt. No. 362), as Mr Greenspans Motion To Set Aside October 19, 2010 Order Dismissing MR. Greenspan. 6. The Court notes on line 3 of Footnote #1 on pg. 1,
We assume this is because Mr. Greenspans Motion purports to request that the Courts October 19, 2010 Dismiaal Order, (Dkt. No 315), be set aside under Federal Rule of Civil Procedure 60(b)(2) and (3). 7. First and most critical for the Court to judge when reviewing this Motion for
reconsideration is that mistakenly Courts assumption in such above referenced footnote is incorrect and a review of the 60(b) no longer then 25 page memorandum of points and Authorities 1 . SEE Page 1 of Motion 60(b) which states,
60(b),60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), 60(b)(6).
Therefore, its a material and major difference from the Courts assumption and the truth. The truth is specific individual and unrelated rules and statues which govern them and It will only be an equitable disposition of this case if there are not mistakes or errors such as Petitioner not getting benefit or equitable benefit of the simple act of getting all cited and evidence submitted and not defective review by the Federal Court against whatever Considerations the Federal Court has given Filers of Joint Motion. and what the Plaintiffs choose to only plead or discuss in their motion more specifically. 8. We also note, the Court in Footnote 1 on pg. 1 of the November 29, 2011 Federal ruling the Court states and makes the following assumption, 1Plaintiff and Defendants Joint Motion refers to Greenspans Motion for Fraud Upon the Court 60B3, as Greenspans Motion To Set Aside October 19, 2010 Order Dismissing Mr. Greenspan, because Greenspans Motion purports to request that the Courts October 19, 2010 Dismissal Order,
accepted by the Court in the November 16, 2011 order that accepted as filed the documentsin the Errata filing done by Petitioner. 5
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However, Its not equitable for the Joint Motion to strip or obstruct Petitioners already accepted Motion For Fraud Upon the Court 60(b) filing which includes but not limited to several material matters which must be disposed of and therefore indeed the Court can only dispose of a 60(b) Motion equitably that seeks relief under 6 different pleadings to the Federal Court. Indeed Petitioner has created and pled 6 and therefore that the Joint Motion is deficient and defective and can only attempt to reply or attempt to strike 2 out of the Petitioners 6 60(b) separate and individual rights filed and accepted by the Court prior to considering the Joint Motion. a) Court Assumes and notes on page 1, be set aside under Federal Rule of Civil Procedure 60(b)(2) and 60(b)(3).. b) Court States in November 29, 2011 Ruling that Petitioner failed 60(b)(3) and under Federal Rule of Civil Procedure 60(b) See pg. 2, paragraph 2, line 4.
Additionally, Greenspan provides no explanation as to why his Motion was otherwise made within a reasonable time. As such, there is a sufficient basis to strike the Motion for Fraud Upon the Court 60B3 as untimely. In the alternative, Greenspans Motion for Fraud Upon the Court 60B3 is DENIED as untimely. c) Therefore, Petitioner asks that if all other basis for reconsideration are not acceptable or found to be equitable to revise The Courts recent Ruling after reconsideration of this motion be reconsidered for the specific and individual basis of Petitioner failing to uncontested be considered by the Court in the Motion and Petitioners pleading for relief and full and equitable consideration under in addition To the 3 60(b) basis cited in total in both Courts Rulings in the aggregate on this cited Motion of 60(b), That the Petitioner and the Court will consider Petitioners 60(b) yet considered: 6
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i) 60(b)(1) (1) mistake, inadvertence, surprise, or excusable neglect ii) 60(b)(4) iii) 60(b)(6) d) Petitioner has clearly in the Errata version highlighted these thru the spacing and title as well, Page 6 (the initial pleading page and effective page 1 of 25 page memorandum) of motion i) MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR RELIEF FROM JUDGEMENT UNDER FRCP 60(b), 60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), or 60(b)(6) Page 6 at end of first paragraph, the introduction section also cites specifically each and every addressed and to be addressed and to be considered on its own merits by Court regardless if the Joint Motion was defective and did not address at least 50% of the 60b motions claims and sets of facts and sets of laws and rights to request one or more reliefs in this Federal Motion 60(b). Therefore it would not be equitable for Court to even if the timing of Petitioner was indeed incorrect to give the benefit of arguing and defeating 50% of the 60(b) claims and requests for independent consideration and relief all of which were specifically cited and the rationale clearly explained in such memorandum. Therefore Joint Motion was misleading by Defendants and RGRD and Courts error Was created by being misinformed by Joint Motion which did not properly review the Latest version of the document with the specific changes Joint Motion requested (i.e. the 25 page limits of the motions which were done in the Errata filing). Joint Motion was defective and omitted addressing 50% of the rights and claims made In the 60(b) including, 60(1), 60(b4), 60(b)(6). See Relief Section of 60(b) motion which 7
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Also cites specifically, pursuant to Federal Rule of Civil Procedure 60(b),60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), 60(b)(6). Evidence includes acts by defendants, Counsel, & class counsel that are frauds upon petitioner & the court. 9. Finally as a separate reason for the Court to Reconsider its Ruling we note
the following error by the Court in its ruling, Plaintiff and Defendants request that the Court strike three pending motions filed by Proposed-Intervenor Brad
Greenspan (Greenspan): a Motion to Intervene, (Dkt. No. 360); a Motion for Fraud Upon the Court 60B3,1 (Dkt. No. 362); and a Motion for Summary Judgement or Adjudication, (Dkt. No. 378) (collectively, Greenspan Motions) However, and see Exhibit A The Rule 701 Lay Witness Report was also filed and therefore even if Defendants were able to have the Court not change its Ruling after becoming aware of the errors I have now resolved with albeit not quite prime time well organized and not sloppy to the lay eye. Petitioner pledges to the court that there will be a significant increase in performance on the layouts And conformance with Courts Local Rules and a focus on brevity going forward. Therefore, the Rule 701 Lay Witness Damages Report was not requested by the Joint Motion or considered, Therefore its uncontested that Joint Motion accepted and did not strike the fourth motion, the Rule 701 Lay Witness Damage Report for MySpace Search. Effectively its uncontested that Defendants and Class Counsel Have accepted the Damage Amount for the Court and all parties and the defendants lost their opportunity to Strike this fourth motion which the Court was so generous and accommodating to hear the Defendants Motion and Class Counsels Joint Motion and equitably. Therefore, its uncontested that the $96+ Billion dollar Value of the damages for whatever the Class is ultimately allocated out at has been accepted by all parties. Therefore when the allocation issue is determined and finalized by the Court. It will not change that When the Court or Defendants or lead represenatative or RGRD or any parties here attempt to dispose of The Class Action, its the Rule 701 Damage Report that has replaced the lower valued and therefore uncontested Inferior Damage Report that has been approved and uncontested and logically too tough for Defendants to Take on and its agreed perhaps Joint Motion participants would have had to think ahead and break up the Joint and
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Also file a motion to strike only by a Defendant. Sadly none used this legal maneuver and instead at the worst case, I) The Court must now re-evaluate any future aggregate settlement in the context of the accepted by all parties and specifically approved by defendants thru their no challenge and no strike and no listing even on their list of concerns. Therefore its duly noted that the Rule 701 Damage Report must be addressed for parties future Settlement efforts and or including the Court when it makes future decisions as Defendants have accepted the Court will make use of the Damages and evidence included in the Rule 701 Lay Witness Damages Report when considering any future aggregate settlement and also how to equitably dispose of the Class Action going forward from this point forward. 10. In fact, Petitioner specifically cited under relief, 7) Court should accept the Rule 701 Declaration
& Valuation Report being proper, fair, sufficient, and equitable which triangulates the fact that Defendants knew the Rule 701 Damage Report was accepted by the Court however Defendants determined to just not address it. Its not equitable for omission by Joint Motion To get a benefit that clearly is a Ruling of acceptance by Class Counsel, Lead Representative, Objectioner(s), and Defendants and Indemnifying partner and Counsel(s). See Line 10 in Relief Section. 11. In fact, #1 listed in relief is the process and disposition of relief requested in Motion of
Fraud Upon Court for 1) RGRD, HHLAW, & Orrick should be disqualified from this action & sanctions applied. Therefore, the Court fails to dispose equitably of the full 60(b) motions thru its throwing out 60(b) without reviewing or considering fully or fairly egged on by Defendants failure to argue diligently and in that case submitted no arguments to even attempt to dismiss such individual rights requested and the Courts duty to individually consider each of these serious fraud allegations with evidence supplied. 9
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For Instance, In addition to the 3 60(b)s not considered as of today, the Court Has failed to dispose of these others cited below and not even considered. For Example the critical 60(b)(1) is a matter of Excusable neglect which is a specific Defect of RGRD. By Court not considering, Petitioner loses benefit of equitable process.
RELIEF
Substantial Justice Will Be Served by Granting this Motion under 60b, 60b1, 60b2, 60b3, 60b4, or 60b6, as the underlying facts of this case dictatesubstantial justice will be served and a manifest injustice would be prevented by granting relief. 27 Defendant has consistently demonstrated an unwillingness to proceed fairly and openly in this litigation & directly flouted courts authority by fraudulently concealing evidence and engaging in an egregious pattern of misconduct to delay and hamper proceedings. Petitioner requests: 1) RGRD, HHLAW, & Orrick should be disqualified from this action & sanctions applied. 2) The motion to ban against petitioner should be vacated. 3) The proposed $45 million dollar settlement should be vacated 4) The Court should set a Jury trial date within 6 months 5) The summary judgment motion of Petitioner filed herein shall proceed. 6) Petitioner should be made Class Representative. 7) Court should accept the Rule 701 Declaration & Valuation Report being proper, fair, sufficient, and equitable. 8) Providing 60 days for both Class & defendants to get new counsel. 9) To set dates for separate trials for Federal whistleblower antiretaliatory acts that includes defendants lawyers for obstructing justice, preventing submission of evidence, and tortuously interfering with Petitioners arrangement with RGRD. 10) Additional defendants cited in pleadings should be joined to Summary Judgment motion and have an additional 60 days to answer or respond to the Summary Judgment and pleadings herein. 11) Plaintiff will confirm with court within 30 Days from date of 60b hearing it has served the additional defendants a joinder agreement and summary judgment pleadings, and provide proof of service to Court. VI. CONCLUSION 12. For the reasons described above, Intervener respectfully requests the Court grant motion to
reconsider based On the real equitable issues cited here or the disclosed errors or misunderstanding of the First Ruling of Court And the interpretation or understanding cited above of the timeline for Petitioners response. Noting That Defendants nor Joint Motion ever cited the arguments of Petitioner including the 60(b)(1) which does not have a 1 year limit as its a Void if proven and it was not challenged by RGRD. Therefore additionally Petitioner expected RGRD to file a motion to address the unaddressed 60(b) claims and in full including the 60(b)(1). Please accept the 60b motions or allow Petitioner additional 3 business days from Courts Ruling on this Motion 10
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for Reconsideration. Note, Petitioner is happy to add color and increased evidence for example the 60(b)(1) motion but Petitioner should not be treated even more unfairly by having to Self-Flatellate for a claim RGRD & Defendants counsel simply omit response and thus Petitioner hopes Court in viewing these facts, will Indeed rule the Joint Motion lost under 60(b)(1) for the very same reasons the Court originally had ruled Against Petitioner. That Joint Motion failed to respond to the clear and clearly stated claim, 1 of 6 which RGRD and Defendants and Joint Motion its uncontested have failed to do. Indeed Joint Motion in addition to failing for multiple reasons cited above also fails to address a second valid 60(b) claim made under 60(b)(4) which also Does not have to contend with the 12 month term. Void under 60(b)(4) is the motion to ban. 13. Petitioner had to contend with following cited in 60(b) motion,
Sony Corp, Klein, Seligman, News Corp, Intermix, Thomas Perkins Director of News Corp, Julia Angwin, defendants, VantagePoint, HHLAW, and RGRD conspire to fraudulently conceal Edells Rule SK Item 401 violation and the defective Proxy in January 2004, the defective Proxy in July 2004, the defective proxy in August 2005, and the attempt to fraudulently conceal both the fabricated MySpace Asset sale in November 2004 and Orrick Herringtons involvement in fraudulently conveying 49% of MySpace.com for the benefit of DeWolfe, MySpace Ventures LLC, and RedPoints Geoff Yang. 4. This court should in addition, rule on the above named parties for Fraud upon the court, before Vice Chancellor Judge Strine of Delaware in January 2004. Clearly Judge Strine has deferred to the Federal Court for this type of remedial action based on his comments after revealing Chris Lipps lies and Lipp admitting he attempted to deceive the court, stating, It's not really, I guess, my job to be Director of Hygiene for eUniverse (ibid) i) See: Petitioner Declaration (pgs. 42-50, Sections 145-180) (pgs. 107 143, Sections 281-381)
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7. To make 2005 Proxy not defective under 14a, issuer would have to disclose prior to September 30, 2005 that, Our former Chairman who resigned effective December 2003 was replaced by Jeffrey S. Edell. Edell was most recently President and CEO of Showorks Entertainment Group, Inc. from January 2001 thru April 2002. Sometime in 2002, Showorks Entertainment Group, Inc. underwent a name change to MTS, Inc. Sometime in September of 2002 Edell learned that MTS, Inc. had filed for bankruptcy under Chapter 7. Edell was not there at the time of filing. Edell has informed the company Edell was never personally named or contacted as part of the bankruptcy under Chapter 7 or subsequent proceedings. Edell was from 1995 thru December 31, 2000,President and CEO of Soundelux Entertainment Group., Inc. Omission in Proxy statements thru September 30, 2005 is violation of: Rule S-K Item 401 and Rule S-K Item 401 (f). D) Orrick Herrington LLC, VantagePoint, Defendants, are guilty of breach of fiduciary duty and fraudulent concealment & fraudulent conveyance in facilitating Orrick & Harrochs role in MySpace transaction with RedPoint in October and November 2004. 1) November 18, 2004 CFO Flahie emails CEO, Subject: RE: MySpace Term Sheet states, this situation really goes beyond anything I want to be a part of. I communicated my feelings in writing twice now about the lawyer for a large preferred stockholder and one director negotiating a major business transaction on behalf of the company without authorization of our board and all I received was an admonishment from Harroch about my email and told to shut up in a conference call. Since you have not seen this yet and I have certainly not, this makes a broader statement about our Senior Management. As an officer I would be derelict in my duties to our company to allow this to continue outside of the view of the Board without doing something about it (Paragraph 1292/ pgs. 573 / PetitionerDeclaration)
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2. November 18, 2004 at 7:20PM Rosenblatt responds to Flahie, stating (Section 1293/ pgs. 573 / 60b Decl.), i) Tom, I know how this could look but it is NOT at-all how it may appear. ii) Andy NEVER looked at it as a vantage shareholder, but as a Board member looking out for Intermix as a whole. iii)I believed (and was right) that he was better positioned than I was to extract terms that would be acceptable to the Board at large. Over the past week he was, to my surprise, able to get the terms we all think are BETTER for the company and make the Redpoint deal a great deal. iv) In hindsight, I should have asked him to give those new terms to Chris and we should have sent the term sheet to Redpoint. (60b Declar Section: 1291 - 1293/ pgs. 570 - 574 /) 2005 A) Defendants, News Corp, HHLAW, and Orrick are guilty of fraudulently concealing Orrick role in negotiating on behalf & with Vantage Point Partners in July 2005, 1. Issuer minutes state, July 17, 2005 - Board Minutes from the 6pm pst meeting &, "Richard Harroch of VantagePoint Venture Partners joined the meeting in progress." 12
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2. Public issuers minutes also state, "The meeting reconvened at 10pm PDT, with all Board Members present as well as Lisa Terrill, the Company's Chief Financial Officer, Adam Goldenberg, President of the Company's Alena, LLC subsidiary, Paul Tosetti, AlexVoxman, Jim Barrall and David Hernand of Latham & Watkins LLP, outside counsel to the Company, Michael Montgomery of Montgomery & CO. ("MCO") and Bob Kitts and Blake Warner of Thomas Weisel Partners ("TWP"), financial advisors to the Company, and Richard Harroch of VantagePoint Venture Partners. Christopher Lipp continued as Secretary of the meeting." 3. This matter was not disclosed in the Proxy nor in the State Class action nor in the Federal Class Action, nor disclosed prior to Orrick filing for motion to ban petitioner. If such matter had been properly disclosed, then this would be a new 14A claim and matter if disclosed and/or if Rule 701 lay witness and petitioner was not obstructed and attacked by RGRD and HHLAW in 2009s scheme. In turn, these facts entered into the record would have made defendants late 2010 ban motion void under 60(b)(4).
Therefore, the failure of Defendants to address and also remind the Court there was a 60(b)(4) validly cited and it is Not equitable to fault Petitioner to remind Court or Defendants to dispose of all six different unique 60(b) claims Made in such valid Motion of 60(b) . Defendants had plenty of opportunity to perform but chose not to. 14. Even if all the Rule 60(b) claims had been validly defeated and answered and the Joint Motion
not defective and incomplete and a failure to be complete and diligent disrespecting the Court and Petitioner. The Federal Court cannot do the bidding of the Defendants wishes of what the 60(b) motion included and
Cited and pressed upon the Court for disposition in an equitable and complete fashion. For Instance, i) Petitioner should not lose right to benefit of claim made in 60(b) filing for
Legal Standard for Fed. R. Civ. P. 11. provides for sanctions against any attorney, law firm, or party that violated the rule or is responsible for the violation2(Section 11, pg. 9, 60(b) motion)
However, by Court not replying or disposing of this claim and request for relief which is independent of the 60(b) claims themselves has also been misled by Defendants Joint Motion not defending the charges but uncontested admitting them. ii)
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Petitioner also loses equitable right to be heard and get relief from equitably answered and then
Worrell v. Houston Can Academy
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Court disposed of equitabley, submission to Committee under Rule 83-3 (page 9, section 13 60(b)) which states,
nor shall anything contained in this Rule 83-3 be construed to deny any judge of this Court said judges inherent power to maintain control over the proceedings conducted before said judge, nor to deny the judge those powers derived from any statute or rule of court. Misconduct of any attorney in the presence of a court or in any manner in respect to any matter pending in a court may be dealt with directly by the judge in charge of the matter or at said judges option, referred to the Committee, or both.
iii) Petitioner also loses equitable right for consideration of relief of more sanctions and justice via
Claim in the 60(b) motion against RGRD for FAILURE TO NOTIFY UNDER L.R. 83-3.4
RGRD violates L.R. 83-3.4 by failing to notify Federal Court of over $250,000 in sanctions including a finding of bad faith in recent case RGRD & Randall Baron litigated in Delaware State Court. HHLAW and Orrick were also complicit in not disclosing the sanctions under their duty of candor, as it was Latham Watkins that won the sanctions against RGRD in 2008. LathamWatkins was defendants co-counsel for State Action and is also an adverse witness in the Federal Class action. RGRD has fraudulently concealed Barons red flag sanctions received by Vice Chancellor Laster. RGRD utterly failed to report out under L.R. 83-3.4 which states, Obligation to Notify Court of Felony Conviction or Change of Status. Any attorney admitted to the Bar of this Court or admitted pro hac vice shall promptly notify the Clerk of this Court of; (2) the imposition of discipline in any other jurisdiction, RGRDs fraudulently concealed sanctions are for misleading Court and acting in bad faith in Delaware as cited in In re SS&C Tech. Inc. Sholders Litig.3 Its obvious why Baron failed to disclose sanctions, because RGRD would have had to operate in tougher environment, making it harder to alter the Class Certificate definition. Vice Chancellor Laster exposes Barons misleading Court in reckless attempt to gain a quick profitable legal settlement while inflating the work of the involved law firms. Laster a long time defender of corporate governance uses Sanction ruling as precedential yardstick in future cases. In 2010, Laster cited his bad faith RGRD ruling after disqualifiy another firm in Delaware Baron works closely with for not zealously litigating. RGRD must be disqualified similar to how Laster elegantly disqualifies RGRDs Delaware Co-counsel for lack of adequate representation citing the Precedent of sanctioning Mr. Baron who Judge Laster is holding as the new example of a dishonest lawyer, stating,
Taking this conduct as a whole, I conclude that Old Counsel has not provided adequate representation. This conclusion provides a sufficient grounding to replace Old Counsel.4(rejecting settlement where lead counsel unreasonably failed to investigate or pursue viable claims before consenting to settlement); In re SS&C Tech.Inc. Sholders Litig., 911 A.2d 816, 818 (Del. Ch. 2006)(declining to approve settlement where plaintiffs counsel entered into a disclosure-only settlement after a document demand was served but before any discovery was taken; finding that plaintiffs counsel failed to establish that the potential claims belonging to the class were adequately or diligently investigated or pursued).
In re SS&C Tech. Inc. Sholders Litig., 911 A.2d 816, 818 (Del. Ch. 2006) 4 Cf. In re TD BankNorth Sholders Litig., 938 A.2d 654, 668 (Del. Ch. 2007)
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Above from 60(b) motion section 14, pg.9) . Therefore we ask the Court to both find the Petitioner validly won one or more of the 60(b) motions validly before the court and/or the Sanctions be disposd of equitably and thru equitable process in the Federal Court even if Court believes Defendants Joint Motion upon further review is not actually defective thru omission and utter failure to address key prongs that Petitioner validly made to vacate or prove void or thru new evidence which the Rule 701 Damagae Report and Declaration which was uncontested accepted into the Court, the Petitioner should not be held back or banned by the prior October 2010 motion to ban which the Joint Motion failed to defeat equitably or sufficiently Petitioners 60(b)(1) or 60(b)(4) or 60(b)(2) thru new uncontested evidence of the new Rule 701 Damage Report being agreed to which its uncontested has new evidence and matters and claims not litigated or part of prior Summary Judgement. At least one of these new evidentiary matters before Court and must be disposed of is the MySpace Search asset scheme which occurred in September 2005, months after the July 2005 initial fraud the Court has reviewed a good deal. Furthermore new Antitrust claims from new evidence were and are cited and part of the Rule 701 Damage Report for up to $96+ Billion which has been accepted as valid by all parties its uncontesd. Therefore the existence of a valid new Damage Report under Federal Rule 701 that Defendants did not Try to challenge its good veracity and logic has by entering the Court and being approved, has brought The very new facts which then re-energize the 60(b)(2) new evidence valid claim which Petitioner would Request the Court to use and consider as proper and sufficient and equitable as Defendants have agreed New evidence is proper and necessary to be part of record. Finally, Petitioner would have made a different and superior filing and motion citing these points if Petitioner Was not victim of error or misunderstanding of Federal Court that lost Petitioner chance to respond On the equitable timetable the Court validly gave Peititoner and Petitioner in his reading Of Courts order believed Petitioner could file a final reply or use a motion of judicial notice or File a motion to strike or file an augmented declaration and Petitioner believed this could be completed And filed Friday December 3rd and not have triggered any negative loss of opportunity or equitable and Fair due process which Petitioner will be damaged with if Federal Court does not grant Motion of
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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DATED: December 2, 2011 Respectfully submitted, Brad Greenspan, in Pro Per

current economic situation and picks up mail from office in Beverly Hills not more then 1 time per week. Therefore, Petitioner for additional reason would like court if all other considerations cited above are not sufficient or not leading to a fair judicial process, Petitioner would like Court to separately investigate the mail system and postal system in Los Angeles and the number of days from the Courts November 26 dated motion was sent to Petitioner, that the Court can guarantee Petitioner would have received such motion or was very likely to have received such motion. Since receipt of paper vs. electronic also hurts Petitioner because he does not get alerted via email like Defendants and RGRD. Adding this impediment Petitioner also asks Court to consider a right to respond directly to Joint Motion If Court after full review of Motion of Reconsideration and Rule 701 Valuation Report which the Court announced it had received and defendants had full knowledge it existed but merely hoped to squeak past addressing it. Now its too late. Its active and accepted. The same acid test the Court has been asked to enforce on Petitioner now in an equitable Court has slammed into place and effect for benefit of all shareholders and Petitioner and adds new facts and evidence in automatically. Therefore, Petitioner only if he loses all points And reconsideration requests herein would like at least a equitable chance of 72 hours from date of Courts Next ruling if negative and a sweeping loss on merits of 60(b), that Petitioner get chance to directly strike The Motion to strike and keep motion to ban on Petitioner.
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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A RULE 701 DAMAGE REPORT
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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 This, the
CERTIFICATE OF SERVICE A copy of the foregoing Motion to Intervene was this day placed in the United States mail, postage prepaid and addressed to:
HOGAN LOVELLS US LLP Richard L. Stone, Bar No. 110022 Richard.stone@hoganlovells.com Julie Ann Shepard, Bar No. 175538 Julie.shepard@hoganlovells.com 1999 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 ROBBINS GELLER RUDMAN & DOWD LLP Randall J. Baron, SBN 150796 Email: RandyB@csgrr.com David T. Wissbroecker, SBN 243867 Email: dwissbroecker@csgrr.com 655 West Broadway, Suite #1900 San Diego, CA 92101 Telephone: (619) 231-1058 Facsimile: (619) 231-7423 Attorneys for Plaintiff Jim Brown ORRICK, HERRINGTON & SUTCLIFFE, LLP Michael D. Torpey, SBN 79424 Email: mtorpey@orrick.com James N. Kramer, SBN 154709 Email: jkramer@orrick.com James Thompson, SBN __________ Email: jthompson@orrick.com The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 Telephone: (415) 773-5700 Facsimile: (415) 773-5759
Browne George Ross LLP Michael A. Bowse (State Bar No. 189659) mbowse@bgrfirm.com 2121 Avenue of the Stars, Suite 2400 Los Angeles, California 90067 Tel 310-274-7100, Fax 310-275-5697
day of November 2011,
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Brad Greenspan, Pro Se 264 South La Cienega Suite 1016 Beverly Hills, CA 90211 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION ) JIM BROWN, Individually and on Behalf of All Others Similarly Situated, Plaintiff V. ) ) CLASS ACTION ) RULE 701 DECLARATION OF LAY ) WITNESS & DAMAGES ) VALUATION ) ) DATE: TBD BRETT C. BREWER, et atl., Defendants ) TIME: TBD ) COURTROOM: The Hon. George H. ) King CTRM 650 ) ) CASE NO: 2:06-cv-03731-GHK-Sh
1
DECLARATION OF LAY OPINION TESTIMONY DAMAGES DUE CLASS UNDER RULE 701
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INTRODUCTION
pg. 4 pg. 6
OVERVIEW OF ASSIGNMENT SUMMARY: $3.75 - $32.453 Billion in damages suffered by Class Members II III IV TRANSACTION BACKGROUND COMPANY BACKGROUND INDUSTRY ENVIRONMENT IN 2005
pg. 6 pg. 6 pg. 7 pg. 7 pg. 11 pg. 13 pg. 19 pg. 21 pg. 22
V PROBLEMS WITH THE MANAGEMENT FORECAST AND DR. WILLIAM KENNEDYS DAMAGES REPORT VI VII TRANSACTION BACKGROUND AND ASSUMPTIONS DAMAGES ANALYSIS
VIII THE IMPORTANCE OF CONSIDERATION OF POSITIONING IN THE MARKET IXTHE GOOGLE $1 BILLION INVESTMENT IN AOL IN 2005
X THE VALUATION OF MYSPACE SHOULD BE BASED ON OCTOBER 2005 DATA AND VALUATION METRICS USED IN DECEMBER 2005 GOOGLE/AOL TRANSACTION XI USING COMPARISON OF MONTHLY SEARCH AUDIENCE pg. 27
pg. 23
XII - Lost opportunity of getting benefit of JP Morgan 2006 valuation report from Zakkour ($1.367 billion for MySpace)
XIII ADDING BACK OMITTED VALUE OF SEARCH ENGINE PARTNERSHIP REVENUE XIVVALUATION BASED ON GOOGLE SEARCH PARTNERSHIP
pg. 28 pg. 31 pg 32
XV- CONCLUSION: EXHIBIT 1 - BACKGROUND / WORK EXPERIENCE
pg. 33 pg. 35 pg. 36
EXHIBIT 2Chart - Monthly unique visitors MySpace EXHIBIT 3- DOCUMENTS REVIEWED (BATES #):
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CASES CITED
Lightning Lube, Inc. v, Witco Corp. 4F.3d 11433d Cir. 1993
pg.
United States v. Figueroa-Lopez, 125 F.3d 1241, 1246 (9th Cir. 1997) Asplundh Mfg. Div. v. Benton Harbor Eng'g, 57 F.3d 1190, 1196 (3d Cir. 1995) Benton Harbor Eng'g, 57 F.3d 1190, 1196 (3d Cir. 1995). In Doft & Co. V. Travelocity Marcel v. See, Inc Henry v. Hess Oil Virgin Islands Corp Rowe v. State Farm Mut. Auto. Ins. Co., United States v. Bighead, 128 F.3d 1329, 1335 (9th Cir. 1997)
pg. pg. Pg.
5 6 6
pg. pg. pg. pg.
10 10 11 11
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DECLARATION OF LAY OPINION UNDER RULE 701 BY BRAD D. GREENSPAN: CEO, DIRECTOR, FOUNDER PAID SEARCH DIVISION, HEAD OF M&A THRU OCTOBER 30, 2003. ONLY EXECUTIVE TO HAVE COMPLETED A GOOGLE VS. YAHOO SEARCH AUCTION I INTRODUCTION I , Brad Greenspan, declare: 1. I submit this declaration in support of the Plaintiff Class Members.
The following is based on upon my personal knowledge and if called as a Witness I could and would testify competently thereto. 2. 3. This declaration is made under Rule 701 based on my experience. Rule 701 allows lay witness declarations limited to those opinions
or inferences, which are (a) rationally based on the perception of the witness, and (b) helpful to a clear understanding of the witness testimony or the determination of a fact in issue, and not based on scientific, technical, or other specialized knowledge within the scope of Rule 701. 4. I am also in a unique position to provide a valuation amount Under
Rule 701. Most courts have permitted the owner or officer of a business to testify to the value or projected profits of the business, without the necessity of 4
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qualifying the witness as an accountant, appraiser, or similar expert. See, e.g., Lightning Lube, Inc. v, Witco Corp. 4F.3d 11433d Cir. 1993) (no abuse of discretion in permitting the plaintiff's owner to give lay opinion testimony as to damages, as it was based on his knowledge and participation in the day-to-day affairs of the business). Such opinion testimony is admitted not because of experience, training or specialized knowledge within the realm of an expert, but because of the particularized knowledge that the witness has by virtue of his or her position in the business. 5. The amendment does not distinguish between expert and lay witnesses,
but rather between expert and lay testimony. Certainly it is possible for the same witness to provide both lay and expert testimony in a single case. See, e.g., United States v. Figueroa-Lopez, 125 F.3d 1241, 1246 (9th Cir. 1997) (law enforcement agents could testify that the defendant was acting suspiciously, without being qualified as experts; however, the rules on experts were applicable where the agents testified on the basis of extensive experience that the defendant was using code words to refer to drug quantities and prices). The amendment makes clear that any part of a witness' testimony that is based upon scientific, technical, or other specialized knowledge within the scope of Rule 702 is governed by the standards of Rule 702 and the corresponding disclosure requirements of the Civil and Criminal Rules. The amendment is not intended to affect the ''prototypical example(s) of the type of evidence contemplated by the adoption of Rule 701 relat(ing) to the appearance of 5
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persons or things, identity, the manner of conduct, competency of a person, degrees of light or darkness, sound, size, weight, distance, and an endless number of items that cannot be described factually in words apart from inferences.'' Asplundh Mfg. Div. v. Benton Harbor Eng'g, 57 F.3d 1190, 1196 (3d Cir. 1995). I OVERVIEW OF ASSIGNMENT
-Updated/revised damages assessment for benefit of Plaintiff Class Members. SUMMARY: $3.75 - $32.453 Billion in damages suffered by Class Members II TRANSACTION BACKGROUND i) $12.00 cash out merger with two investment banks providing fairness valuation reports created ii) after the $12.00 price was chosen by CEO and accepted by Board of Issuer. III COMPANY BACKGROUND
Company was online entertainment and social networking website creator and also for purposes of report owned 100% of MySpace, Inc. At the time of its sale in 2005 for approximately $649 million dollars, the purchase of the public shareholders equity was reported to be $580 million and there existed a $69 million dollar obligation to pay the minority shareholders of MySpace, Inc. according to agreements signed in February 2005 by and between Redpoint, Inc. and Intermix, Inc, and MSV LLC.
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IV
INDUSTRY ENVIRONMENT IN 2005 i) Unique in that the pace of online advertising was growing much faster then
other industries in the United States. ii) Google had just successfully raised $4.4 billion dollars and announced the sale in August 2005. iii) According to company documents and testimony of former head of online search and CEO and founder of MySpace.com and Issuer, Issuer had opportunity to run a search auction as of at least August 2005 between at least Google, Yahoo, Microsoft, AskJeeves, and AOL. iv) Google and AOL set market price for value of search assets on or around the 3rd and 4th quarters of calander 2005, closing a new Search Partnership in December 2005. v) In this transaction, Google invests $1 Billion into AOL, valuing AOL to be worth $20 billion by virtue of the 5% stake Google takes for its investment. V PROBLEMS WITH THE MANAGEMENT FORECAST AND DR. WILLIAM KENNEDYS DAMAGES REPORT i) The damage report by Anders Minkler & Diehl LLP is helpful to
confirm the problem areas with management forecasts and the banker fairness opinions. The expert also cites certain evidence that is useful in triangulating the valuations we calculate and conclude in this report are more accurate and sound. 7
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ii)
Because of both unreliable forecasting historically proven by management
for MySpace, Inc. and because MySpace was an early stage company experiencing significantly greater then average growth rates, Kennedy should not have opted to follow bankers fairness opinion method to use the 2009/20010 DCF method for a company like Intermix and merely hoped to gain accurate methods for an accurate valuation of MySpace merely by adjusting the underlying financials. iii) In Doft & Co. V. Travelocity, the Delaware Court made several
precedential determinations when faced with the task of weighing using management f forecasts for a new fast growing company in a fast changing market environment, stating: a) The court may consider proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court. Both parties used a DCF approach and a comparable company approach to value the shares. A DCF analysis is a useful tool for valuing shares and is frequently relied on by this court in appraisal actions. The utility of a DCF analysis, however, depends on the validity and reasonableness of the data relied upon. As this court has recognized, methods of valuation, including a discounted cash flow analysis, are only as good as the inputs to the model. The problem in this case is that the most fundamental input used by the expertsthe projections of future revenues, expenses and cash flowswere not shown to be reasonably reliable. 8
b) c) d)
e)
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f)
Delaware law clearly prefers valuations based on contemporaneously prepared management projections because management ordinarily has the best first-hand knowledge of a companys operations. Here, management prepared the 5-year projections for the period 20022005 and gave them to Sabre for use in its routine planning processes. Often, projections of this sort are shown to be reasonably reliable and are useful in later performing a DCF analysis. In this case, however, the court is persuaded from a review of all the evidence that the Travelocity 5-year plan does not provide a reliable basis for forecasting future cash flows. Travelocitys management held the strong view that these projections should not be relied upon because the industry was so new and volatile that reliable projections were impossible. Punwani further testified that because of the limited financial history of Travelocity, together with a rapidly evolving marketplace, it was difficult to forecast the next quarter, let alone five years out. Id. We were really not in a position to be able to put any credence on the numbers, both on the revenue and on the cost side. And the only way to get credibility in our numbers would have been to take those models and put them through reasonability checks [that] were never done because, when we built these frameworks, Ill call them, in the year 2000, we were in a period of explosive growth. We were growing at 150 percent per year . No one really knew what the right number was. Id. at 381-82. Id. at 383. It was bad enough before when we did the data, and we had this new variable that got thrown into our lap, which totally destroyed our ability to have any confidence in projections beyond one quarter out. Id.
g) h)
i)
j)
k)
l)
m) Although it was aware of the 5-year forecasts, Salomon did not conduct a DCF analysis of Travelocity as part of its work in connection with the merger. The testimony of Anwar Zakkour, Salomons managing director, is especially relevant on this issue: n) Q. Did Salomon Smith Barney prepare a discounted cash flow analysis of 9
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Travelocity in connection with this transaction? A. Absolutely not. o) Q. Why was no discounted cash flow analysis prepared in connection with this transaction? A. Because this was an industry that was in flux. And the management team itself, which should have been the team that was most able to put together a set of projections, would have told you it was virtually impossible to predict the performance of this company into any sort of reasonable future term. And they in fact had very little confidence with even their 2002 forecast numbers because of that. p) Q. Is a discounted cash flow methodology a methodology that is commonly used by Salomon Smith Barney in valuing companies? A. Valuing mature companies, yes. q) The court reluctantly concludes that it cannot properly rely on either partys DCF valuation. The goal of the DCF method of valuation is to value future cash flows. Here, the record clearly shows that, in the absence of reasonably reliable contemporaneous projections, the degree of speculation and uncertainty characterizing the future prospects of Travelocity and the industry in which it operates make a DCF analysis of marginal utility as a valuation technique in this case. If no other method of analysis were available, the court would, reluctantly, undertake a DCF analysis and subject the outcome to an appropriately high level of skepticism. The court, however, now turns to the other method of valuation offered by the parties. iv) The application of the Daubert standard rests on the level of generality of the expert's study. The more removed the expert's data is from the facts of the particular case the more unreliable and speculative his testimony becomes. For example, in both Marcel v. See, Inc.,(116) and Henry v. Hess Oil Virgin Islands Corp.,(117) the court excluded the expert's testimony because the projections of future earnings were based on general industry studies that failed to take into consideration 10
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the specific circumstances of the plaintiff. In Rowe v. State Farm Mut. Auto. Ins. Co., by contrast, the court allowed the projections because they were based on the past billing history of the plaintiff, who as a result of his injuries could not longer practice Law.(118) v) Rule 702's analysis is ordinarily prospective. Expert testimony is helpful if it "will assist the trier of fact." Fed.R.Evid. 702 (emphasis added). Thus a District court may not exclude expert testimony simply because the court can, at the time of summary judgment, determine that the testimony does not result in a triable issue of fact. Rather the court must determine whether there is "a link between the expert's testimony and the matter to be proved." United States v. Bighead, 128 F.3d 1329, 1335 (9th Cir. 1997) VI TRANSACTION BACKGROUND AND ASSUMPTIONS i) Based on the evidence reviewed, the Intermix Board avoided
using the experienced valuation M&A technology banker, JP Morgans Zakkour. News Corp received the benefit of keeping this banker from representing Issuer. Namely that News Corp did not have to overcome or pay the up to $1.3+ Billion that Zakkour estimated MySpace was worth prior to the July 18, 2005 merger agreement being signed. a) Zakkour leads Citibanks valuation/fairness report and is engaged by Ask 11
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Jeeves Board of Directors along with Allen & Co. in February 2005 and values AskJeeves worth at least $1.85 million at the time it signs a merger agreement with IAC Corp. in March 2005. b) AskJeeves lead director David Carlick engaged Zakkour and Allen & co. to work for and represent Ask Jeeves in February 2005, while he was at the same time Director and Chairman of Intermix. In addition Andrew Sheehan, his partner in his venture capital fund VantagePoint, a control shareholder in Intermix was a director of both Intermix and MySpace, Inc. Geoff Yang a long time director of AskJeeves was also a director of MySpace, Inc. c) The AskJeeves/IAC a stock for stock merger does not close until July 19, 2005. d) In April 2005, Zakkour joins JPMorgan. JPMorgan served as the investment bank for IAC in the March 2005 announced merger with Ask Jeeves. e) One Board member of IAC Corp during this period is also the Chairman of Investment bank Allen & Co. IAC also discloses it retains and works with Allen & Co. as their banker in ongoing basis. f) News Corp Director Stan Schuman in 2005 was and is one of most senior bankers at Allen & Co. of senior bankers at Allen & Co. g) As of July 13, 2005 or earlier, Zakkour and JPMorgan have been retained to value Intermix, Inc. and on July 16, 2005, Zakkours team leading the efforts for JP 12
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Morgan and News Corp, provides a valuation for MySpace, Inc. of $1,040 - $1,367. Zakkour according to Kennedy, uses 2006 EBITDA Multiples h) Defendants further determined they would not allow Deutsche Bank to write a fairness opinion or be one of the two bankers it ultimately retained. i) On or around July 13, 2005, Issuer retained both Thomas Weisel and Montgomery. Both banks had not completed the valuation work or provided a full valuation report prior to being retained. Unlike Montgomery and Thomas Weisel, Deutsche Bank had already created and provided to at least Rosenblatt and Sheehan, a Valuation report as of May 2005. VII DAMAGES ANALYSIS
THRU 3 METHODOLOGIES (IN ORDER OF MOST ACCURATE AND PRUDENT) 1) Financial Projections for MySpace, Inc. using actual 2005 results known: a) The most accurate way to ascertain the valuation for MySpace, Inc. is to build a new set of financial projections more reliable then the management forecast and then combine this data with the most unconflicted comparable valuation report that existed at the time. b) We take the last actual quarter to quarter financial results for MySpace, Inc. and use these as the base information which we know is accurate and build a multi year forecast, initially we continue the actual growth rate and over time reduce such 13
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growth rate to be conservative. c) Last Actual results for MySpace, Inc.: $3.74 million in revenue for the March 2005 ending quarter which grew to $6.15 million in revenue for June 2005 quarter 64% growth quarter to quarter. d) Last actual results for MySpace, Inc: $463,000 in EBITDA for the March 2005 quarter which grew to $1.58 million in EBITDA for the June 2005 quarter. e) Using these growth rates, we then use Kennedys 55% EBITDA margin and being conservative we reduce this to 45% for 2006. In 2007, we reduce growth rate from 64% to 32%. In 2008, we reduce the quarterly growth rate to 22%. Exhibit (XX) shows the quarterly forecast and annual revenue and EBITDA for our MySpace, Inc. forecast. Below we summarize the annual forecast. f) (CY2006) Our MySpace, Inc. forecast using most recent actual results shows $264.21 million in annual revenue for 2006 and EBITDA of $118.89 million g) (CY2007) Our MySpace Inc. forecast shows $999 million in revenue and EBITDA of $449.55 million. h) (CY2008) Our MySpace, Inc. forecast shows $2.43 billion & EBITDA of $1.09 billion. 2) ITS APPROPRIATE TO CONSIDER AND USE A COMPARABLE COMPANY VALUATION ON A STAND-ALONE BASIS a) We then determine that the May 2005 Deutsche Bank valuation report which 14
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uses comparable company EBITDA valuations is reasonable and the prudent work of unconflicted investment bankers trying to demonstrate their good faith and knowledge of the internet sector to Intermix in their efforts to be retained by Intermix to contact potential buyers. b) Our decision is further confirmed thru review of the recent Delaware case
in Doft & Co. V. Travelocity where the court states as part of its decision to reject managements forecast and a valuation using DCF in favor of singularly using comparable company valuation method. c) A comparable company analysis is often used in connection with a DCF analysis. The court, however, may use a comparable company valuation on a stand-alone basis in an appraisal action when it is the only reliable method of valuation offered by the parties. In Borruso v. Communications Telesystems Intl, the court relied on a comparable company analysis because neither expert was comfortable using a DCF analysis to value the companys shares due to the limited financial data of the company available as of the merger date. 753 A.2d 451, 455 n.5 (Del. Ch. 1999). We use the Deutsche report 2008 multiple for MySpace, Inc. of 22.5X which
d)
is the top end of the Estimated multiple range as we believe this is appropriate since based on the Kennedy report, Google stood out as the most similar growth and profitability rates to MySpace, Inc. e) Next we plug in the MySpaces new forecast EBITDA for 2008 which is
multiplied by the 22.5X comparable company EBITDA, resulting in a Valuation of $24.52 Billion for 100% of MySpace, Inc. 15
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f)
We agree with Kennedys takeover premium analysis and the need to adjust
valuation based on this analysis. In addition, we again take heed of the recent Delaware court decision in Doft & Co. V. Travelocity where the court affirms this analysis and recommends adding a premium to the buyout value as final step, stating, Delaware law recognizes that there is an inherent minority trading discount in a comparable company analysis because the [valuation] method depends on comparisons to market multiples derived from trading information for minority blocks of the comparable companies. The equity valuation produced in a comparable company analysis does not accurately reflect the intrinsic worth of a corporation on a going concern basis. Therefore, the court, in appraising the fair value of the equity, must correct this minority trading discount by adding back a premium designed to correct it. g) Therefore, we use Kennedys 35% takeover premium and summarize:
control Controlling value Option Value premium Indication Exercise MySpace 35% $33.102B ($69M) $33.033 Billion
2008 EBITDA MULTIPLE Indication $24.52B
Based on the alternative guideline public company analysis provided above, MySpace was undervalued by $32.453 billion ($33.033B - $580M). h) This growth rate in fact is the core known variable by public issuer management that has become available as a triangulating confirmation of our methodology being appropriate.
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3) VALUATION BASED ON EISENMANN HARVARD BUSINESS STUDY THAT ESTABLISHED VALUATION FOR SEARCH AUDIENCE VIA GOOGLE/AOL TRANSACTIONS IN 2005. a) Intermix shareholders also lost out on the opportunity and failed to
receive consideration in 2005 for two different Paid Search assets 100% owned and controlled by Intermix. b) The value of the online audiences of the top paid search companies such
as Google, Yahoo, and AskJeeves/IAC have since at least 2004 have been increasingly followed by analysts and the public. Focus often is on monthly 3rd party audited audience or share of U.S. search market tracking services such as Comscore and Nielsen Netratings. c) One of the most read and reviewed analysis of the online search market
and the relative values of such market and its players in 2005 was an HBS study titled, Google Inc released in late 2006 by Professor Eisenmann. d) Eisenmanns analysis was combined with author and researcher Amy Shuens research and additional studies in her 2008 publication, "Web 2.0 A Strategy Guide by O'Reilly" (Amy Shuen, 2008 Oreilly Media). The author concluded that, "AOL helped tip the paid search market to make Google's average U.S. search revenue per query more than triple that of its competitors. Positive network effects explain why the value of AOL's 7-9% market share points were worth as much as $4 billion to Google, although analysts argued at the time that $1 billion was too much to protect Googles traffic from falling into Microsoft's hands." 17
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e) Below are additional highlights from the book that details the impetus and validates the valuation/transaction economics behind Googles $1 billion dollar investment for 5% of AOL that closed in December 2005, a $20 billion valuation, "U.S. advertising expenditures were about $100 billion in 2007, nearly half of the global total. " "Google is the big winner in online advertising, dominating in the U.S. and internationally. It not only generated the most global online revenue in 2006, but it also grew at nearly two times the rate of its peers." "Google's amazing success makes it easy to forget that it faced at least two critical make-or-break junctures in its race to dominate the "winner-takes-most" paid search marketplace" "A back-of-the-envelope calculation shows why 7% to 9% market share in a tippy market with strong positive effects can be worth $4.45 billion, not just $100 million" "By protecting its 7% to 9% of AOL's share of traffic, Google protected all of its 50% of paid search traffic from a precipitous decline in RPS (revenue per search). According to equity analysts, the RPS gap between Google and its followers, including Yahoo! was very large. RBC Capital Markets estimated that Google's RPS exceeded Yahoo's by at least 40%.' "Looking at simplified numbers may make this easier to see. If the entire industry made $12 billion in total online ad revenue and there were 400 billion inquiries, the industry-wide RPS for 2005 would be .3 cents. Google's ad revenue was $8 billion, and its queries totaled 200 billion. This would imply an RPS of .4 cents for Google and 2 cents for all others. So if Google's share is around 50% at the end of 2005, losing AOL would mean a decline of overall paid search share to 43%. This would have caused the advertiser base to contract in response, as well as the average RPS. If Google fell to a 2 cent RPS as a result of negative network effects and falling out of its dominant leadership position, it would not only lose 28 billion queries at .04 (7% share), but also 172 billion queries at .02 in revenue." "An extra $100 million for AOL's traffic is a tiny price to pay for avoiding a possible loss of $4.56 billion in a tippy market in which the leader is just at the 50% point" Explains Network Effect described in Harvard Google Study The AOL/Google Story 18
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"The tippy market example involving Google, AOL, and Microsoft in 2005 is drawn from the HBS case Google Inc. by HBS Professor Thomas Eisenmann. There are definite parallels to be drawn to the 2008 Google, Yahoo!, and Microsoft takeover struggle. (The HBS explanatory notes on these specific topics are also authored by Professor Eisenmann.) The case provides the contextual details and quantitative information on why the analysts at the time believed that Google had paid about $100 million too much in the AOL deal." "Tippy market" "The Google case data together with Christa Sober Quarles' Investment Analyst Report on Internet Services-reporting market shares of search engine players in 2005-gave me a significantly different perspective of the AOL deal as illustrative of a tippy market. The search market shares in 2005 reveal that Google was in a fairly vulnerable position because it was clearly in the battle zone for a tippy market, with AOL playing the swing vote." "Christa Sober Quarle's report and its detailed models of revenue per search for different competitors in the search market supported my hypothesis that the clearly dominant 50+ market share leader in a tippy and highly networked two-sided market, like the search market, could receive more than 2 times the average revenue per search query compared to search engines such as MSN or AskJeeves" "Markets with strong network effects also tend to be "winner-take-all" or "winnertake-most." Even leading companies can be vulnerable to a swing vote of six or seven market-share points. It may seem like the tail wagging the dog, but AOL played a decisive role in the early race between Google and Overture, as well as in the tippy race between Google, Yahoo!, and Microsoft. " VIII THE IMPORTANCE OF CONSIDERATION OF POSITIONING IN THE MARKET a) We cite as guidance the recent Delaware appraisal case which cites as
desirable if available, analysis that can contribute accurate or proper positioning in the market as Delaware court described having as part of the input into the best way to value corporate assets. According to the court, Zakkour testified in his deposition about Salomons approach to the valuation and 19
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discusses the metrics of the valuation that were emphasized and why. The court adopts Salomons valuation as a framework, and isolates the valuation metrics that should be of greater or lesser importance in determining the appropriate value for Travelocitys shares. Notably, Zakkours extensive and detailed testimony in his deposition about Travelocitys lost momentum to Expedia evidences Salomons awareness of Travelocitys positioning in the market vis--vis Expedia. See id. at 51-54. b) Therefore, it would have been appropriate for Intermix or its bankers to have had enough awareness in the marketplace of MySpaces positioning and value in the online paid search industry at the time of the sale to have factored this value into the management forecast. Therefore the omission of absence of MySpace Search revenue or value being mentioned or disclosed both in the Proxy and prior to the Proxy period proves that the management forecasts are defective for their lack of inclusion of factors in the forecasts that evidence awareness of MySpaces positioning in the market vis--vis Google c) There is also evidence cited that the Intermix CEO as early as July 18th, 2005 knew AOL was claiming or seeking a $20 billion dollar valuation for its search audience, that by August 8, 2005, Intermixs President had opted to skip a company business development meeting to attend a search engine show, and increasingly in August and September that there was massive demand by Google, Yahoo, and Microsoft to lock up or strike partnerships with companies that owned or controlled large blocks of search audience. 20
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d) Yet no action is taken by Intermix to consummate a search auction partnership before September 30, 2005. In fact, Intermixs CEO seems to lose momentum with a clearly partnership seeking Yahoo between June and August 2005. Intermix CEO revises at least Yahoos powerpoint according to email evidence to make it seem News Corp already owns MySpace to mislead potential bidders. IX - THE GOOGLE $1 BILLION INVESTMENT IN AOL IN 2005, -GIVES US A REASONABLE COMPARABLE TO YIELD METRICS TO ESTIMATE THE VALUE FOR TWO ISSUER SEARCH ENGINE ASSETS: MYSPACE SEARCH & INTERMIX SEARCH a) MYSPACE SEARCH ASSET New Evidence shows Issuers MySpace
Search had the opportunity to effect and close a Search Engine Auction prior to the September 30, 2005 shareholder vote but failed to do so. b) Both Yahoo and Google were in discussions with Issuer prior to the
Shareholder vote. c) Intermixs prior 2 year termed exclusive search agreement with Yahoo had expired on or about July 15, 2005, opening the way for new search agreement and partnership to be consummated and economic upside recognized before the September 30, 2005 shareholder vote. d) Issuer never discloses MySpace Search exists until October 2005 Comscore Search results show MySpace Searchs U.S. audience had already reached 21
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20% of the size of AOL Search monthly U.S. audience X THE VALUATION OF MYSPACE SHOULD BE BASED ON OCTOBER 2005 DATA AND DECEMBER 2005 GOOGLE/AOL TRANSACTION a) In October 2005, Comscore reported that AOL search had 36.0 million unique visitors as compared to MySpace Search having 8.0 million unique visitors. b) Therefore MySpace Search already by October 2005 had at least 22% of the Search Audience that AOL controlled c) If we assume Class claims that AOL had benefitted from or factored in its October 2005 Comscore. Then AOLs audience will be found smaller by 8.0 million users for October 2005, and MySpaces audience will be found to have already reached 28.5% of AOLs size (as in this scenario, AOL really only had 28 million unique Search users for month of October 2005). d) Therefore, MySpaces Valuation based on a competitive search marketplace existing before the shareholder vote would have cancelled the September 30, 2005 shareholder meeting based on the size of MySpace Search existing in August and September 2005, and could rely on the fact that the October 2005 metrics would have been public before another acquisition or revised offer could have been completed. Therefore, its reasonable to use the October 2005 Comscore search rankings in our calculations for the scenario the Issuer took action to take advantage of the upside value in MySpace Search that Shareholders contend defendants became 22
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aware of before the September 30, 2005 shareholder vote. XI USING COMPARISON OF MONTHLY SEARCH AUDIENCE TRANSLATES TO 100% OF MYSPACE WORTH: Value Between $4.4 Billion -$5.71 Billion (multiplying AOLs $20 billion valuation by either .22 or .285 because MySpace Search was between 22% to 28.5% of AOL Search in October 2005). Less $580 million, and based on the perhaps more reliable bona fide size of asset in an efficient and competitive marketplace, Issuer shareholders lost between $3.75 Billion (4.4 less $650 million received in total consideration already) - $5.06 Billion (5.71 less $650 million received in total consideration already) a) HITWISE INC, A 3RD PARTY ONLINE SEARCH TRACKING COMPANY, In August 2005 according to Hitwise, 3.62% of Googles search came from MySpace. b) This can be calculated by comparing unique users for months of August vs. February 2006 and following calculations: The Unique visitors for February 2006 as reported by Comscore are 37.34 million unique visitors for MySpace.com. Hitwise reports for February 2006, there were approximately 6.2% of Googles traffic coming from MySpace, Inc. (according to Hitwise data published in May 2006, Bill Tancer published story) c) Therefore, if we look at unique visitors for MySpace in August 2005 of
21.81 million unique visitors, thats 58.4% of the unique visitors of February 2006 23
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when 6.2% of Googles audience was coming from Myspace.com. Therefore, we can estimate that in August 2005, MySpace was generating 3.62% of Googles search audience. (This is calculated by taking 58.4% of the February hitwise data showing 6.2% of Googles audience was coming from MySpace.com). October 2005 vs February 2006 A) The Unique visitors for February 2006 as reported by Comscore are 37.34 million unique visitors for MySpace.com. Hitwise reports for February 2006, there were approximately 6.2% of Googles traffic coming from MySpace, Inc. B) Therefore, unique visitors in October 2005 of 24.25 million unique
visitors, thats 64.9% of the unique visitors of February 2006 when 6.2% of Googles audience was coming from MySpace.com c) Therefore, we can estimate that in October 2005, MySpace was generating Approximately 4.2% of Googles search audience. (This is calculated by taking 64.9% of the February Hitwise data showing 6.2% of Googles audience was coming from MySpace.com). d) Hitwise provides corroborating source in addition to Comscore that the MySpace Search audience was at least 22%-28.5% of AOLs search audience in October 2005. e) The Eisenmann HBS study claimed 5-7% of the U.S. Search audience 24
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was what Google was valuing thru its partnership announced in December 2005 with AOL. Then the Hitwise data confirming that MySpace was providing 6.2% of Googles total search audience by February 2006 allows us to estimate and conclude that Comscores October 2005 data on unique search users (the only month Comscore ever released this data) showing MySpace already had 2228.5% the search audience that AOL had was reasonably accurate. FACTORING IN LOST INTERMIX SEARCH ASSET A) We are also aware that Intermix had a second search asset focused around download search products and toolbar. B) Intermix Search was tracked by Comscore for internal data provided to
Issuer prior to the September 30, 2005 shareholder vote. C) We assume for this permutation that the Jury will find (or on summary judgment defendants will be found) guilty of corporate waste or fraudulent conveyance by their decision to voluntarily shut down Intermix Search on or around April 2005. f) Because Intermix competed directly with AskJeevess ISH division in the Search download toolbar sector, by management shutting down Intermix Search, AskJeeves benefitted while shareholders received no value for the Intermix Search assets. g) When Intermix stop operating its active online user base that had installed 25
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Intermix downloadable toolbars or other search products, AskJeeves immediately could capitalize on this because their already dominant distribution of their download search products allowed AskJeeves to instantly become the dominant toolbar or redirect on any users computers that may have been using Intermixs download search toolbar or search redirect products previously. h) Intermix Search division lost approximately 72% of its audience between March 2005 and June 2005. i) 72% of the total Search Audience lost according to Comscore is approximately 8.3 million unique Intermix search users that simply disappear and their value not factored into the Kennedy Damages Report. j) We determine to take the lost U.S. search audience which we can more accurately measure the value of. Such lost U.S. search audience can be calculated by reviewing Comscore historical metrics provided as part of discovery. In March 2005, Intermix Search received 3.154 million unique users compared to July 2005 when Intermix Search had decreased to 1.13 million unique users, a decline or loss of 2.02 million U.S unique users. k) If management had not voluntarily turned off its Intermix Search asset/division and instead attempted to keep these search users as an asset, and transferred these users to aggregate all search thru its MySpace Search asset, then we 26
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can establish a valuation. This is calculated by adding the Intermix Search users lost to the October 2005 MySpace Search audience. With 10 million MySpace Search users in October 2005, MySpace would have been valued between $5.55 Billion (27.7% of AOL audience) - $7.14 Billion (35.7% of AOL audience) XII - Lost opportunity of getting benefit of JP Morgan 2006 valuation report from Zakkour ($1.367 billion for MySpace) a) Zakkour led Citibanks valuation investment banking group that Carlick brought in to work with Allen & Co. and in March 2005 provided while at Citibank, a $1.85 million valuation for AskJeeves. b) If Issuer had got opportunity to receive investment banking services of Zakkour, then shareholders would have been able receive a bid of $1.367 billion for MySpace. just from News Corp a single bidder. This opportunity was lost. c) Carlick was the Director of Intermix who failed to disclose to the board or
Shareholders that he was conflicted by allowing Zakkour to be working for News Corp and adverse against Carlick and issuer. d) Therefore, the lost value for shareholders was $1.367Billion (the Zakkour valuation report he provided for News Corp) less $650 million paid by Acquirer, or $717 million dollars. e) Kennedy notes the Zakkour valuation report contributed by JP Morgan
was based on 2006 EBITDA. 27

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f)
The $1.367 billion valuation report from Zakkour awards MySpace with a
32.6X managements 2006 EBITDA multiple. XIII ADDING BACK OMITTED VALUE OF SEARCH ENGINE PARTNERSHIP REVENUE a) IF MANAGEMENT FORECASTS MUST BE USED, THE OMITTED SEARCH REVENUE FOR 2006 MUST BE CALCULATED AND CONTRIBUTED TO CREATE NEW SEARCH INCLUSIVE FORECASTS. b) Microsoft Search Partnership. According to Jim Heckerman, the head of Fox Interactives Search group, Microsoft was offering $800 million in January 2006 for being MySpaces exclusive search partner. c) Based on this new market information disclosed in a 2009 published book, we can match MySpaces unique user audience value to what that audience is worth to the Search Engine bidders at different points in time. d) In the book, Heckerman is offering search bidders 3 year terms and cites discussions with Microsoft as early as January 2006 where they allegedly offer $800 million which works out to $266 million per year. Since traffic data comes out mid month for the prior month, then we must assume Microsoft was most likely reviewing December 2005 audience/user statistics of MySpace.com if Heckerman was negotiating with them in January. e) Thus we know as of January, looking back at December 2005 Search 28
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audience size of MySpace, which is what was the most recent data available at that time, that Heckerman affirms Microsoft was willing to pay $22.1 million per month going forward based on Decembers 32.2 million unique users. f) This allows us to create a metric we can ascribe to proportion value for previous months if we assume the market had been efficient and competitive and Shareholders had been able to offer up or run a search auction in October 2005 or any months the value that can be generated or received by Issuer if it had wanted to close a transaction with a slightly smaller audience sooner then January 2006. g) If December 2005s unique audience is worth $22.1 million from Microsoft, then August 2005 which has 21.81 million unique monthly users which is 67% of MySpaces unique audience compared to December 2005, would be worth $14.807 million per month. Using Ratio to forecast prior months value for 12 months of 2006 a) Therefore, if Microsoft had been in discussions with Issuer in September 2005 and concluded a deal, they would instead of December 2005 data, be reviewing August 2005 3rd party unique user data that became available mid month typically. b) Microsoft would have valued the opportunity in September 2005 to lock up an exclusive search partnership with MySpace based on MySpaces August 2005 Unique user metrics. 29
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c) Since MySpace in August 2005 had 67% of the unique users compared to December 2005, Microsoft would have been willing to pay $14.807 million per month (67% of Decembers 32.2 million unique users) to conclude an exclusive search partnership with Issuer. d) Therefore, assuming its proven a Search Engine Partnership could have been completed before the September 30, 2005 shareholder vote with Microsoft, then management forecasts would have been revised to include the effects of closing such a material transaction in 2006. e) If Issuer closed such a transaction in September 2005, then 12 months of Paid Search revenue would have been generated in calendar 2006. This would added $177.68 million in revenue to the management 2006 forecasts for Myspace. f) Therefore, adding Online Search into the revised 2006 management forecasts put forth by Kennedy, cures the omission of online search revenue in the 2006 management forecasts and the deficiency of such forecasts that did not previously include near term search revenue as a component. g) Kennedys 2006 MySpace forecast of revenue was multiplied by Comparable companies that averaged a 25X revenue valuation. Kennedy assumed MySpace revenue was $63.052 and its EBITDA was $30.874. h) Kennedy multiplied MySpace 2006 forecasted Ebitda by 14X a factor he got from the comparable companies he determined fair. 30
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i) Finally Kennedy multiplied each valuation with a 35% premium, to create two valuations professed to be reasonable. j) Adding a Microsoft search partnership back into the Kennedy 2006 forecast for MySpace, increases 2006 revenue from $63.052M to $240.73M. k) Using Kennedys 14X Revenue multiple against the recast 2006 MySpace forecast with online search via the metrics received from evidence of Microsofts January 2006 offer, MySpace is attributed a value of $3.37 billion. l) With 35% premium for takeover added (as used by Kennedy), we receive final valuation for MySpace based on 2006 total revenue of $4,549,834,000 XIV- VALUATION BASED ON GOOGLE SEARCH PARTNERSHIP Using Ratio to forecast prior months value for 12 months of 2006 a) Therefore, if Google had concluded a deal in September 2005, they would instead of August 2006 data, be reviewing August 2005 3rd party unique user data that became available mid month typically. b) Google would have valued the opportunity in September 2005 to lock up an exclusive search partnership with MySpace based on MySpaces August 2005 Unique user metrics. c) MySpace in August 2005 had only 32.84% of the unique users compared to June 2006. d) If MySpaces June 2006 unique audience of 52.34 million users is worth 31
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$25.0 million per month from Google, then August 2005 MySpace unique audience which had 21.81 million unique monthly users would have been worth $10.4 million per month (41.6% of $25.0 million). e) MySpace could expect to receive at least $124 million in search revenue in 2006 from Search Partnership with Google in September 2005 ($10.4 pr. month X 12). f) Adding a Google search partnership back into the Kennedy 2006 forecast for MySpace, increases its 2006 revenue from $63.052 million to $187.052 per year. g) Using Kennedys 14X Revenue multiple against the recast 2006 MySpace forecast of $187.052 (via inclusion of search revenue generated from assumed Google agreement having been closed prior to September 30, 2005), provides for a MySpace Value of $2.618 billion. h) With the 35% premium for takeover added, we receive a final valuation for 100% of MySpace based on 2006 total revenue (with inclusion of a Google search partnership) $3,534,300,000. XV- CONCLUSION: I declare on penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 20th day of October, 2011, in Los Angeles
Brad D. Greenspan 32
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EXHIBIT 1 - BACKGROUND / WORK EXPERIENCE QUALIFICATIONS OF EXPERT -I have approximately 12 years of industry experience. -I was CEO and founder of eUniverse, Inc. from its inception in 1998 as my idea thru October 30, 2003. -I was the founder of MySpace.com while Chairman and CEO of eUniverse in 2003. PROFESSIONAL QUALIFICATIONS -Educational & Professional Certification i) Two years of Law Society Undergraduate at University of Santa Barbara ii) Bachelors of Political Science, 1996 University of Los Angeles PROFESSIONAL RECOGNITIONS AND AFFILIATIONS i) Morgan Stanleys Internet analyst announced in November 2003 that Issuer eUniverse as of October 2003s 6 month ending data, was the #1 fastest growing portal on the Internet eclipsing AOL and Yahoo. ii) Founder of Myspace.com. iii) Founder of eUniverse PRESENTATIONS AND PUBLICATIONS i) Between 1999-October 2003 I co-created and presented Issuers financial forecasts and was sole decision maker on all internet strategy and determined allocation of funds if any for any new project. PROFESSIONAL EXPERIENCE 1996-19980 President of Palisades Capital a merchant investment bank where I raised over $60 million dollars for 4 public companies. 33
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1999- October 30, 2003 Chairman and CEO of eUniverse, Inc. -I was initial and first head of Search for eUniverse, Inc., the issuer and signed first search partnership with Overture acquired and operated as Yahoo in 2003. 2004-2005- Palisades Technology I was partners with Yahoo and operated a search toolbar division for game companies including leading casual games company Big Fish Games and Browser companies like AvantFind.com 2006-president, President LiveUniverse, Inc. a network of entertainment websites 2008-present, President of LiveVideo, Inc. a Los Angeles based network of entertainment websites 2006-present, Chairman of BroadWebAsia, Inc., - operates HupoTV.CN a Chinese video entertainment website 2006-2009, Co-Founder and Board Member, Michigan based Draths Corporation, clean technology leader in renewable green chemistry. Management led by Michigan State University professors and green chemistry award winners Dr. Karen Draths and Dr. John Frost. 2006-present, Board Member, Borba Corporation 2010-present- Managing Director of Social Slingshot Pte Ltd, a Singapore based incubator fund partnered with the Singapore Governments National Research Foundation (NRF). I was awarded this $5 million dollar fund to encourage me to work with Singapore entrepreneurs and their universities entrepreneur programs. TESTIMONY IN TRIAL OR DEPOSITION i) Greenspan V. eUniverse, 2004, Delaware Judge Strine. (See summary of trial where I provided Delaware counsel evidence to uncover backdating fraud against defendants) ii) Delagado V. Intermix. I was expert witness for LA City and provided fact information and background for the city of Los Angeles prosecutors in their adware consumer case against Intermix that was settled after Intermixs listing expired. 34
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EXHIBIT 2- Monthly unique visitors as reported by Comscore for Myspace.com Compared to certain key months where Microsoft and Google offered MySpace or its parent company certain economic offers which provide a value per month these companies are willing to pay or value MySpace search at for the latest traffic/audience statistics that are available during the month a deal is offered up for MySpace.
July 2005 August 2005 September 2005 October 2005 November 2005 December 2005 January 2006 February 2006 March 2006 April 2006 May 2006 June 2006 July 2006 August 2006 September 2006
21.21M uniques 21.81M uniques 21.6M uniques 24.25M uniques 24.68M uniques 32.2M uniques 35.5M uniques 37.34M uniques 41.88M uniques 48.03M uniques 51.44M uniques 52.34M uniques 54.52M uniques 55.78M
$14.807
$22.1 Million Value MSFT $800M OFFER
$25.0 Million Value GOOGLE $900 OFFER
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DOCUMENTS REVIEWED (BATES #):
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Brad Greenspan, Pro Se 264 South La Cienega Suite 1016 Beverly Hills, CA 90211 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION
) CASE NO: 2:06-cv-03731-GHK-Sh JIM BROWN, Individually and on Behalf of ) All Others Similarly Situated, Plaintiff ) CLASS ACTION ) v. ) ) MOTION FOR ) RECONSIDERATION BRETT C. BREWER, et atl., ) Defendants ) ) ) ) ) DATE: December 5, 2011 TIME: TBD COURTROOM: The Hon. George H. King CTRM 650
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INDEX IINTRODUCTION pg. 7 pg. 32
IIVI-CONCLUSION
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MOTION FOR RECONSIDERATION INTRODUCTION 1. Its clear the Court did not review most or any of the filings made that include the Motion of Intervention, Motion for 60(b), and Motion for Summary Judgment. If the Court had indeed read the pleadings then the Court would not have made an erroneous decision that is inequitable and reckless. How could the Court have trouble determining the purpose of the Motion of Intervention would be not for the benefit of the Summary Judgement motion sitting in the Courts possession but instead the Court pretend such Summary Judgement document not exist and state in its decision that Defendants claim the Motion for Intervention is for a objection to the settlement instead. This is evidence of similar recklessness or conscious disregard of the Courts internal process by certain staff. This is certainly the same staff that looked the other way when cutting out 50% of the Class members thru changing the Class Certification. Then this same staff member refuses to read the pleadings filed with the 60(b) and created a scheme to
make a desperate attempt to not recognize any of the facts or elements or claims in the 60b motion and the motion of intervention which clearly was filed to allow for an equitable disposition of the Summary Judgement. That is the obvious reason for the Motion for Intervention. The Federal Court cannot avoid disposing equitably of a motion for fraud upon the court by simply helping those accused of fraud, make sure the merits are not seen or inputted into the court. This just creates additional fraud upon court claims for Class members. Finally the Court should not be so obviously unfair and unjust and reckless by first Failing to safeguard Class members and allow RGRD to commit a new act of securities fraud Against the Class and then refuse to accept the Motion and pleadings and dispose of The charges against the crime. The motion provided evidence that this Court either
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Aided and abetted the fraud on Class members by RGRD when it changed the certification language and then tried to argue it was justified even as it continues to do. Or the Court is consciously disregarding its job to police itself and not let fraud happen at every step of the judicial process as the motion 60b cleary illustrates. Why should RGRDs motion to strike that failed to strike the 60b4 and failed to address any of the fraud trump a previously validly filed 60(B) with 6 different counts, a motion of intervention with summary judgement pleadings, all while not having to win any of the merit based claims of fraud against both the existing Class and the petitioner. The Court is reckless or has made a significant error it must heed and correct. ADDITIONAL DEFECTS THAT THE COURT MUST TAKE NOTE OF IN DECISION TO ACCEPT 60B(4) and RULE 701 Damage Report and allow Class to move forward with 2. On November 16, 2011 Case 2:06-cv-03731-GHK-SH Federal Court ruled and stated Pg. 1 line 3, Plaintiff and Defendants have filed a Joint Motion to Strike Non-Party Brad Greenspans Motions (1) To Set Aside October 19, 2010 Order Dismissing Mr. Greenspan, 1(2) To Intervene, and (3)For Summary Judgement or Adjudication (Joint Motion), which is noticed for hearing on December 5, 2011. The Greenspan Motions and the Joint Motion are hereby TAKEN OFF CALENDAR and will be taken UNDER SUBMISSION without oral argument on December 5, 2011. Fed R. Civ. P. 78; Local Rule 7-15 3. Furthermore the court notes, on pg.1 line line 8,
It is logical that we consider the Joint Motion before we consider the Greenspan Motions, and thus we will not issue any orders on the Greenspan Motions pending our decision on the Joint Motion. No appearance by counsel shall be necessary. The hearing dates are VACATED. 4. Therefore, Petitioner was under belief that date Court would next be taken UNDER
SUBMISSION without oral argument on December 5, 2011.. Therefore, Petitioner had planned to respond and file additional response on Friday today. Although and in addition Petitioner for other reasons cited below does not think that would have been grounds by itself for the Courts initial erroneous ruling.
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1
5.
The Court notes on line 1 of Footnote #1 on pg. 1, !Plaintiff and Defendants
Joint Motion refers to Mr. Greenspans Motion for Fraud Upon the Court 60b3. (Dkt. No. 362), as Mr Greenspans Motion To Set Aside October 19, 2010 Order Dismissing MR. Greenspan. 6. The Court notes on line 3 of Footnote #1 on pg. 1,
We assume this is because Mr. Greenspans Motion purports to request that the Courts October 19, 2010 Dismiaal Order, (Dkt. No 315), be set aside under Federal Rule of Civil Procedure 60(b)(2) and (3). 7. First and most critical for the Court to judge when reviewing this Motion for
reconsideration is that mistakenly Courts assumption in such above referenced footnote is incorrect and a review of the 60(b) no longer then 25 page memorandum of points and Authorities 1 . SEE Page 1 of Motion 60(b) which states,
60(b),60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), 60(b)(6).
Therefore, its a material and major difference from the Courts assumption and the truth. The truth is specific individual and unrelated rules and statues which govern them and It will only be an equitable disposition of this case if there are not mistakes or errors such as Petitioner not getting benefit or equitable benefit of the simple act of getting all cited and evidence submitted and not defective review by the Federal Court against whatever Considerations the Federal Court has given Filers of Joint Motion. and what the Plaintiffs choose to only plead or discuss in their motion more specifically. 8. We also note, the Court in Footnote 1 on pg. 1 of the November 29, 2011 Federal ruling the Court states and makes the following assumption, 1Plaintiff and Defendants Joint Motion refers to Greenspans Motion for Fraud Upon the Court 60B3, as Greenspans Motion To Set Aside October 19, 2010 Order Dismissing Mr. Greenspan, because Greenspans Motion purports to request that the Courts October 19, 2010 Dismissal Order,
accepted by the Court in the November 16, 2011 order that accepted as filed the documentsin the Errata filing done by Petitioner. 5
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However, Its not equitable for the Joint Motion to strip or obstruct Petitioners already accepted Motion For Fraud Upon the Court 60(b) filing which includes but not limited to several material matters which must be disposed of and therefore indeed the Court can only dispose of a 60(b) Motion equitably that seeks relief under 6 different pleadings to the Federal Court. Indeed Petitioner has created and pled 6 and therefore that the Joint Motion is deficient and defective and can only attempt to reply or attempt to strike 2 out of the Petitioners 6 60(b) separate and individual rights filed and accepted by the Court prior to considering the Joint Motion. a) Court Assumes and notes on page 1, be set aside under Federal Rule of Civil Procedure 60(b)(2) and 60(b)(3).. b) Court States in November 29, 2011 Ruling that Petitioner failed 60(b)(3) and under Federal Rule of Civil Procedure 60(b) See pg. 2, paragraph 2, line 4.
Additionally, Greenspan provides no explanation as to why his Motion was otherwise made within a reasonable time. As such, there is a sufficient basis to strike the Motion for Fraud Upon the Court 60B3 as untimely. In the alternative, Greenspans Motion for Fraud Upon the Court 60B3 is DENIED as untimely. c) Therefore, Petitioner asks that if all other basis for reconsideration are not acceptable or found to be equitable to revise The Courts recent Ruling after reconsideration of this motion be reconsidered for the specific and individual basis of Petitioner failing to uncontested be considered by the Court in the Motion and Petitioners pleading for relief and full and equitable consideration under in addition To the 3 60(b) basis cited in total in both Courts Rulings in the aggregate on this cited Motion of 60(b), That the Petitioner and the Court will consider Petitioners 60(b) yet considered: 6
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i) 60(b)(1) (1) mistake, inadvertence, surprise, or excusable neglect ii) 60(b)(4) iii) 60(b)(6) d) Petitioner has clearly in the Errata version highlighted these thru the spacing and title as well, Page 6 (the initial pleading page and effective page 1 of 25 page memorandum) of motion i) MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR RELIEF FROM JUDGEMENT UNDER FRCP 60(b), 60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), or 60(b)(6) Page 6 at end of first paragraph, the introduction section also cites specifically each and every addressed and to be addressed and to be considered on its own merits by Court regardless if the Joint Motion was defective and did not address at least 50% of the 60b motions claims and sets of facts and sets of laws and rights to request one or more reliefs in this Federal Motion 60(b). Therefore it would not be equitable for Court to even if the timing of Petitioner was indeed incorrect to give the benefit of arguing and defeating 50% of the 60(b) claims and requests for independent consideration and relief all of which were specifically cited and the rationale clearly explained in such memorandum. Therefore Joint Motion was misleading by Defendants and RGRD and Courts error Was created by being misinformed by Joint Motion which did not properly review the Latest version of the document with the specific changes Joint Motion requested (i.e. the 25 page limits of the motions which were done in the Errata filing). Joint Motion was defective and omitted addressing 50% of the rights and claims made In the 60(b) including, 60(1), 60(b4), 60(b)(6). See Relief Section of 60(b) motion which 7
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Also cites specifically, pursuant to Federal Rule of Civil Procedure 60(b),60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), 60(b)(6). Evidence includes acts by defendants, Counsel, & class counsel that are frauds upon petitioner & the court. 9. Finally as a separate reason for the Court to Reconsider its Ruling we note
the following error by the Court in its ruling, Plaintiff and Defendants request that the Court strike three pending motions filed by Proposed-Intervenor Brad
Greenspan (Greenspan): a Motion to Intervene, (Dkt. No. 360); a Motion for Fraud Upon the Court 60B3,1 (Dkt. No. 362); and a Motion for Summary Judgement or Adjudication, (Dkt. No. 378) (collectively, Greenspan Motions) However, and see Exhibit A The Rule 701 Lay Witness Report was also filed and therefore even if Defendants were able to have the Court not change its Ruling after becoming aware of the errors I have now resolved with albeit not quite prime time well organized and not sloppy to the lay eye. Petitioner pledges to the court that there will be a significant increase in performance on the layouts And conformance with Courts Local Rules and a focus on brevity going forward. Therefore, the Rule 701 Lay Witness Damages Report was not requested by the Joint Motion or considered, Therefore its uncontested that Joint Motion accepted and did not strike the fourth motion, the Rule 701 Lay Witness Damage Report for MySpace Search. Effectively its uncontested that Defendants and Class Counsel Have accepted the Damage Amount for the Court and all parties and the defendants lost their opportunity to Strike this fourth motion which the Court was so generous and accommodating to hear the Defendants Motion and Class Counsels Joint Motion and equitably. Therefore, its uncontested that the $96+ Billion dollar Value of the damages for whatever the Class is ultimately allocated out at has been accepted by all parties. Therefore when the allocation issue is determined and finalized by the Court. It will not change that When the Court or Defendants or lead represenatative or RGRD or any parties here attempt to dispose of The Class Action, its the Rule 701 Damage Report that has replaced the lower valued and therefore uncontested Inferior Damage Report that has been approved and uncontested and logically too tough for Defendants to Take on and its agreed perhaps Joint Motion participants would have had to think ahead and break up the Joint and
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Also file a motion to strike only by a Defendant. Sadly none used this legal maneuver and instead at the worst case, I) The Court must now re-evaluate any future aggregate settlement in the context of the accepted by all parties and specifically approved by defendants thru their no challenge and no strike and no listing even on their list of concerns. Therefore its duly noted that the Rule 701 Damage Report must be addressed for parties future Settlement efforts and or including the Court when it makes future decisions as Defendants have accepted the Court will make use of the Damages and evidence included in the Rule 701 Lay Witness Damages Report when considering any future aggregate settlement and also how to equitably dispose of the Class Action going forward from this point forward. 10. In fact, Petitioner specifically cited under relief, 7) Court should accept the Rule 701 Declaration
& Valuation Report being proper, fair, sufficient, and equitable which triangulates the fact that Defendants knew the Rule 701 Damage Report was accepted by the Court however Defendants determined to just not address it. Its not equitable for omission by Joint Motion To get a benefit that clearly is a Ruling of acceptance by Class Counsel, Lead Representative, Objectioner(s), and Defendants and Indemnifying partner and Counsel(s). See Line 10 in Relief Section. 11. In fact, #1 listed in relief is the process and disposition of relief requested in Motion of
Fraud Upon Court for 1) RGRD, HHLAW, & Orrick should be disqualified from this action & sanctions applied. Therefore, the Court fails to dispose equitably of the full 60(b) motions thru its throwing out 60(b) without reviewing or considering fully or fairly egged on by Defendants failure to argue diligently and in that case submitted no arguments to even attempt to dismiss such individual rights requested and the Courts duty to individually consider each of these serious fraud allegations with evidence supplied. 9
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For Instance, In addition to the 3 60(b)s not considered as of today, the Court Has failed to dispose of these others cited below and not even considered. For Example the critical 60(b)(1) is a matter of Excusable neglect which is a specific Defect of RGRD. By Court not considering, Petitioner loses benefit of equitable process.
RELIEF
Substantial Justice Will Be Served by Granting this Motion under 60b, 60b1, 60b2, 60b3, 60b4, or 60b6, as the underlying facts of this case dictatesubstantial justice will be served and a manifest injustice would be prevented by granting relief. 27 Defendant has consistently demonstrated an unwillingness to proceed fairly and openly in this litigation & directly flouted courts authority by fraudulently concealing evidence and engaging in an egregious pattern of misconduct to delay and hamper proceedings. Petitioner requests: 1) RGRD, HHLAW, & Orrick should be disqualified from this action & sanctions applied. 2) The motion to ban against petitioner should be vacated. 3) The proposed $45 million dollar settlement should be vacated 4) The Court should set a Jury trial date within 6 months 5) The summary judgment motion of Petitioner filed herein shall proceed. 6) Petitioner should be made Class Representative. 7) Court should accept the Rule 701 Declaration & Valuation Report being proper, fair, sufficient, and equitable. 8) Providing 60 days for both Class & defendants to get new counsel. 9) To set dates for separate trials for Federal whistleblower antiretaliatory acts that includes defendants lawyers for obstructing justice, preventing submission of evidence, and tortuously interfering with Petitioners arrangement with RGRD. 10) Additional defendants cited in pleadings should be joined to Summary Judgment motion and have an additional 60 days to answer or respond to the Summary Judgment and pleadings herein. 11) Plaintiff will confirm with court within 30 Days from date of 60b hearing it has served the additional defendants a joinder agreement and summary judgment pleadings, and provide proof of service to Court. VI. CONCLUSION 12. For the reasons described above, Intervener respectfully requests the Court grant motion to
reconsider based On the real equitable issues cited here or the disclosed errors or misunderstanding of the First Ruling of Court And the interpretation or understanding cited above of the timeline for Petitioners response. Noting That Defendants nor Joint Motion ever cited the arguments of Petitioner including the 60(b)(1) which does not have a 1 year limit as its a Void if proven and it was not challenged by RGRD. Therefore additionally Petitioner expected RGRD to file a motion to address the unaddressed 60(b) claims and in full including the 60(b)(1). Please accept the 60b motions or allow Petitioner additional 3 business days from Courts Ruling on this Motion 10
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for Reconsideration. Note, Petitioner is happy to add color and increased evidence for example the 60(b)(1) motion but Petitioner should not be treated even more unfairly by having to Self-Flatellate for a claim RGRD & Defendants counsel simply omit response and thus Petitioner hopes Court in viewing these facts, will Indeed rule the Joint Motion lost under 60(b)(1) for the very same reasons the Court originally had ruled Against Petitioner. That Joint Motion failed to respond to the clear and clearly stated claim, 1 of 6 which RGRD and Defendants and Joint Motion its uncontested have failed to do. Indeed Joint Motion in addition to failing for multiple reasons cited above also fails to address a second valid 60(b) claim made under 60(b)(4) which also Does not have to contend with the 12 month term. Void under 60(b)(4) is the motion to ban. 13. Petitioner had to contend with following cited in 60(b) motion,
Sony Corp, Klein, Seligman, News Corp, Intermix, Thomas Perkins Director of News Corp, Julia Angwin, defendants, VantagePoint, HHLAW, and RGRD conspire to fraudulently conceal Edells Rule SK Item 401 violation and the defective Proxy in January 2004, the defective Proxy in July 2004, the defective proxy in August 2005, and the attempt to fraudulently conceal both the fabricated MySpace Asset sale in November 2004 and Orrick Herringtons involvement in fraudulently conveying 49% of MySpace.com for the benefit of DeWolfe, MySpace Ventures LLC, and RedPoints Geoff Yang. 4. This court should in addition, rule on the above named parties for Fraud upon the court, before Vice Chancellor Judge Strine of Delaware in January 2004. Clearly Judge Strine has deferred to the Federal Court for this type of remedial action based on his comments after revealing Chris Lipps lies and Lipp admitting he attempted to deceive the court, stating, It's not really, I guess, my job to be Director of Hygiene for eUniverse (ibid) i) See: Petitioner Declaration (pgs. 42-50, Sections 145-180) (pgs. 107 143, Sections 281-381)
11
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7. To make 2005 Proxy not defective under 14a, issuer would have to disclose prior to September 30, 2005 that, Our former Chairman who resigned effective December 2003 was replaced by Jeffrey S. Edell. Edell was most recently President and CEO of Showorks Entertainment Group, Inc. from January 2001 thru April 2002. Sometime in 2002, Showorks Entertainment Group, Inc. underwent a name change to MTS, Inc. Sometime in September of 2002 Edell learned that MTS, Inc. had filed for bankruptcy under Chapter 7. Edell was not there at the time of filing. Edell has informed the company Edell was never personally named or contacted as part of the bankruptcy under Chapter 7 or subsequent proceedings. Edell was from 1995 thru December 31, 2000,President and CEO of Soundelux Entertainment Group., Inc. Omission in Proxy statements thru September 30, 2005 is violation of: Rule S-K Item 401 and Rule S-K Item 401 (f). D) Orrick Herrington LLC, VantagePoint, Defendants, are guilty of breach of fiduciary duty and fraudulent concealment & fraudulent conveyance in facilitating Orrick & Harrochs role in MySpace transaction with RedPoint in October and November 2004. 1) November 18, 2004 CFO Flahie emails CEO, Subject: RE: MySpace Term Sheet states, this situation really goes beyond anything I want to be a part of. I communicated my feelings in writing twice now about the lawyer for a large preferred stockholder and one director negotiating a major business transaction on behalf of the company without authorization of our board and all I received was an admonishment from Harroch about my email and told to shut up in a conference call. Since you have not seen this yet and I have certainly not, this makes a broader statement about our Senior Management. As an officer I would be derelict in my duties to our company to allow this to continue outside of the view of the Board without doing something about it (Paragraph 1292/ pgs. 573 / PetitionerDeclaration)
i)
2. November 18, 2004 at 7:20PM Rosenblatt responds to Flahie, stating (Section 1293/ pgs. 573 / 60b Decl.), i) Tom, I know how this could look but it is NOT at-all how it may appear. ii) Andy NEVER looked at it as a vantage shareholder, but as a Board member looking out for Intermix as a whole. iii)I believed (and was right) that he was better positioned than I was to extract terms that would be acceptable to the Board at large. Over the past week he was, to my surprise, able to get the terms we all think are BETTER for the company and make the Redpoint deal a great deal. iv) In hindsight, I should have asked him to give those new terms to Chris and we should have sent the term sheet to Redpoint. (60b Declar Section: 1291 - 1293/ pgs. 570 - 574 /) 2005 A) Defendants, News Corp, HHLAW, and Orrick are guilty of fraudulently concealing Orrick role in negotiating on behalf & with Vantage Point Partners in July 2005, 1. Issuer minutes state, July 17, 2005 - Board Minutes from the 6pm pst meeting &, "Richard Harroch of VantagePoint Venture Partners joined the meeting in progress." 12
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2. Public issuers minutes also state, "The meeting reconvened at 10pm PDT, with all Board Members present as well as Lisa Terrill, the Company's Chief Financial Officer, Adam Goldenberg, President of the Company's Alena, LLC subsidiary, Paul Tosetti, AlexVoxman, Jim Barrall and David Hernand of Latham & Watkins LLP, outside counsel to the Company, Michael Montgomery of Montgomery & CO. ("MCO") and Bob Kitts and Blake Warner of Thomas Weisel Partners ("TWP"), financial advisors to the Company, and Richard Harroch of VantagePoint Venture Partners. Christopher Lipp continued as Secretary of the meeting." 3. This matter was not disclosed in the Proxy nor in the State Class action nor in the Federal Class Action, nor disclosed prior to Orrick filing for motion to ban petitioner. If such matter had been properly disclosed, then this would be a new 14A claim and matter if disclosed and/or if Rule 701 lay witness and petitioner was not obstructed and attacked by RGRD and HHLAW in 2009s scheme. In turn, these facts entered into the record would have made defendants late 2010 ban motion void under 60(b)(4).
Therefore, the failure of Defendants to address and also remind the Court there was a 60(b)(4) validly cited and it is Not equitable to fault Petitioner to remind Court or Defendants to dispose of all six different unique 60(b) claims Made in such valid Motion of 60(b) . Defendants had plenty of opportunity to perform but chose not to. 14. Even if all the Rule 60(b) claims had been validly defeated and answered and the Joint Motion
not defective and incomplete and a failure to be complete and diligent disrespecting the Court and Petitioner. The Federal Court cannot do the bidding of the Defendants wishes of what the 60(b) motion included and
Cited and pressed upon the Court for disposition in an equitable and complete fashion. For Instance, i) Petitioner should not lose right to benefit of claim made in 60(b) filing for
Legal Standard for Fed. R. Civ. P. 11. provides for sanctions against any attorney, law firm, or party that violated the rule or is responsible for the violation2(Section 11, pg. 9, 60(b) motion)
However, by Court not replying or disposing of this claim and request for relief which is independent of the 60(b) claims themselves has also been misled by Defendants Joint Motion not defending the charges but uncontested admitting them. ii)
2
Petitioner also loses equitable right to be heard and get relief from equitably answered and then
Worrell v. Houston Can Academy
13
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3
Court disposed of equitabley, submission to Committee under Rule 83-3 (page 9, section 13 60(b)) which states,
nor shall anything contained in this Rule 83-3 be construed to deny any judge of this Court said judges inherent power to maintain control over the proceedings conducted before said judge, nor to deny the judge those powers derived from any statute or rule of court. Misconduct of any attorney in the presence of a court or in any manner in respect to any matter pending in a court may be dealt with directly by the judge in charge of the matter or at said judges option, referred to the Committee, or both.
iii) Petitioner also loses equitable right for consideration of relief of more sanctions and justice via
Claim in the 60(b) motion against RGRD for FAILURE TO NOTIFY UNDER L.R. 83-3.4
RGRD violates L.R. 83-3.4 by failing to notify Federal Court of over $250,000 in sanctions including a finding of bad faith in recent case RGRD & Randall Baron litigated in Delaware State Court. HHLAW and Orrick were also complicit in not disclosing the sanctions under their duty of candor, as it was Latham Watkins that won the sanctions against RGRD in 2008. LathamWatkins was defendants co-counsel for State Action and is also an adverse witness in the Federal Class action. RGRD has fraudulently concealed Barons red flag sanctions received by Vice Chancellor Laster. RGRD utterly failed to report out under L.R. 83-3.4 which states, Obligation to Notify Court of Felony Conviction or Change of Status. Any attorney admitted to the Bar of this Court or admitted pro hac vice shall promptly notify the Clerk of this Court of; (2) the imposition of discipline in any other jurisdiction, RGRDs fraudulently concealed sanctions are for misleading Court and acting in bad faith in Delaware as cited in In re SS&C Tech. Inc. Sholders Litig.3 Its obvious why Baron failed to disclose sanctions, because RGRD would have had to operate in tougher environment, making it harder to alter the Class Certificate definition. Vice Chancellor Laster exposes Barons misleading Court in reckless attempt to gain a quick profitable legal settlement while inflating the work of the involved law firms. Laster a long time defender of corporate governance uses Sanction ruling as precedential yardstick in future cases. In 2010, Laster cited his bad faith RGRD ruling after disqualifiy another firm in Delaware Baron works closely with for not zealously litigating. RGRD must be disqualified similar to how Laster elegantly disqualifies RGRDs Delaware Co-counsel for lack of adequate representation citing the Precedent of sanctioning Mr. Baron who Judge Laster is holding as the new example of a dishonest lawyer, stating,
Taking this conduct as a whole, I conclude that Old Counsel has not provided adequate representation. This conclusion provides a sufficient grounding to replace Old Counsel.4(rejecting settlement where lead counsel unreasonably failed to investigate or pursue viable claims before consenting to settlement); In re SS&C Tech.Inc. Sholders Litig., 911 A.2d 816, 818 (Del. Ch. 2006)(declining to approve settlement where plaintiffs counsel entered into a disclosure-only settlement after a document demand was served but before any discovery was taken; finding that plaintiffs counsel failed to establish that the potential claims belonging to the class were adequately or diligently investigated or pursued).
In re SS&C Tech. Inc. Sholders Litig., 911 A.2d 816, 818 (Del. Ch. 2006) 4 Cf. In re TD BankNorth Sholders Litig., 938 A.2d 654, 668 (Del. Ch. 2007)
14
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Above from 60(b) motion section 14, pg.9) . Therefore we ask the Court to both find the Petitioner validly won one or more of the 60(b) motions validly before the court and/or the Sanctions be disposd of equitably and thru equitable process in the Federal Court even if Court believes Defendants Joint Motion upon further review is not actually defective thru omission and utter failure to address key prongs that Petitioner validly made to vacate or prove void or thru new evidence which the Rule 701 Damagae Report and Declaration which was uncontested accepted into the Court, the Petitioner should not be held back or banned by the prior October 2010 motion to ban which the Joint Motion failed to defeat equitably or sufficiently Petitioners 60(b)(1) or 60(b)(4) or 60(b)(2) thru new uncontested evidence of the new Rule 701 Damage Report being agreed to which its uncontested has new evidence and matters and claims not litigated or part of prior Summary Judgement. At least one of these new evidentiary matters before Court and must be disposed of is the MySpace Search asset scheme which occurred in September 2005, months after the July 2005 initial fraud the Court has reviewed a good deal. Furthermore new Antitrust claims from new evidence were and are cited and part of the Rule 701 Damage Report for up to $96+ Billion which has been accepted as valid by all parties its uncontesd. Therefore the existence of a valid new Damage Report under Federal Rule 701 that Defendants did not Try to challenge its good veracity and logic has by entering the Court and being approved, has brought The very new facts which then re-energize the 60(b)(2) new evidence valid claim which Petitioner would Request the Court to use and consider as proper and sufficient and equitable as Defendants have agreed New evidence is proper and necessary to be part of record. Finally, Petitioner would have made a different and superior filing and motion citing these points if Petitioner Was not victim of error or misunderstanding of Federal Court that lost Petitioner chance to respond On the equitable timetable the Court validly gave Peititoner and Petitioner in his reading Of Courts order believed Petitioner could file a final reply or use a motion of judicial notice or File a motion to strike or file an augmented declaration and Petitioner believed this could be completed And filed Friday December 3rd and not have triggered any negative loss of opportunity or equitable and Fair due process which Petitioner will be damaged with if Federal Court does not grant Motion of
15
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DATED: December 2, 2011 Respectfully submitted, Brad Greenspan, in Pro Per

current economic situation and picks up mail from office in Beverly Hills not more then 1 time per week. Therefore, Petitioner for additional reason would like court if all other considerations cited above are not sufficient or not leading to a fair judicial process, Petitioner would like Court to separately investigate the mail system and postal system in Los Angeles and the number of days from the Courts November 26 dated motion was sent to Petitioner, that the Court can guarantee Petitioner would have received such motion or was very likely to have received such motion. Since receipt of paper vs. electronic also hurts Petitioner because he does not get alerted via email like Defendants and RGRD. Adding this impediment Petitioner also asks Court to consider a right to respond directly to Joint Motion If Court after full review of Motion of Reconsideration and Rule 701 Valuation Report which the Court announced it had received and defendants had full knowledge it existed but merely hoped to squeak past addressing it. Now its too late. Its active and accepted. The same acid test the Court has been asked to enforce on Petitioner now in an equitable Court has slammed into place and effect for benefit of all shareholders and Petitioner and adds new facts and evidence in automatically. Therefore, Petitioner only if he loses all points And reconsideration requests herein would like at least a equitable chance of 72 hours from date of Courts Next ruling if negative and a sweeping loss on merits of 60(b), that Petitioner get chance to directly strike The Motion to strike and keep motion to ban on Petitioner.
16
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A RULE 701 DAMAGE REPORT
17
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 This, the
CERTIFICATE OF SERVICE A copy of the foregoing Motion to Intervene was this day placed in the United States mail, postage prepaid and addressed to:
HOGAN LOVELLS US LLP Richard L. Stone, Bar No. 110022 Richard.stone@hoganlovells.com Julie Ann Shepard, Bar No. 175538 Julie.shepard@hoganlovells.com 1999 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 ROBBINS GELLER RUDMAN & DOWD LLP Randall J. Baron, SBN 150796 Email: RandyB@csgrr.com David T. Wissbroecker, SBN 243867 Email: dwissbroecker@csgrr.com 655 West Broadway, Suite #1900 San Diego, CA 92101 Telephone: (619) 231-1058 Facsimile: (619) 231-7423 Attorneys for Plaintiff Jim Brown ORRICK, HERRINGTON & SUTCLIFFE, LLP Michael D. Torpey, SBN 79424 Email: mtorpey@orrick.com James N. Kramer, SBN 154709 Email: jkramer@orrick.com James Thompson, SBN __________ Email: jthompson@orrick.com The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 Telephone: (415) 773-5700 Facsimile: (415) 773-5759
Browne George Ross LLP Michael A. Bowse (State Bar No. 189659) mbowse@bgrfirm.com 2121 Avenue of the Stars, Suite 2400 Los Angeles, California 90067 Tel 310-274-7100, Fax 310-275-5697
day of November 2011,
18
GOOGLEGOOGLEGOOGLE$$$$$$$$$$
Runthe#sIfGoogleagreementCOMPLETED(Itwasimminent)forMyspace.comassetwebsite100%ownedbyeUniverse,Incin2003andbythisPmegeneraPng200,000 newuserspermonthinjustits2ndfullmonthofoperaPon.. IFGOOGLEAGREEMENTSIGNEDIN4thQuarterof2003,MyspacewouldhavebeenusingGoogleandgeneraPnghundredsofmillionsinProtstheorePcallybyPmeitwasfor saletoFoxin2005.ButGoogledealwouldnotyetbesignedandclosedandtrumptedin2006toTuneof$900milliondollars. Oct27,2003Googleapproaches eUniverseand requeststodobusinessinareaof search.Thisisthebeginningofthe2 companiesrelaPonship.Its indisputable.
October 2003
MarcowhoeUniversehiredin1999 Workedcloselyundermeandhadbeenhanded TheGooglerelaPonshiprightbeforeIle`. MarcothenjoinedourMyspaceteam/division AndlikelyhandedoverGooglerelaPonship ToNewsCorporDeWolfeorRosenblab AroundPmeofsale.
BradGreenspanChairman/CEO,Headof InternetStrategy&HeadofM&A
Adam Goldenberg
HeadofAlenae Commerce2003)
Steve Friedman HeadAdSales
ChrisDeWolfe, ResponseBase Ecommerce
MarcoIlardi, Headof Flowgo Division
JusPn Beckeb, President Game Universe
Headof Mergers& AcquisiPons/ Business Development
ToddSmith,
DanYeh,Head
ofDownload division
KorriKolesa/ SteveBaumer (ServicesInk &DaPng)
JeRajewski, Chief Technology Ocer
25employees
35employees ResponseBase Employees JoshBerman TomAnderson
20employees
25employees
5employees
10employees
30employees
EUNIVERSE Ocers
BrebBrewer, President (becameCo Presidentlate2000)
BRADGREENSPAN, CHAIRMAN/CEO (IncepPon1999 October2003)
SeanGold(Co Presidentlate2000 late2002)
JeRajewski,Chief TechnologyOcer (EricSchiermeyer CTO)20002002
Jvarraveto,CFO (2001replacedby TahieAug2003
Barbara(Oce Secretary)
Controller
June28,2005Leberfrom IntermixtoWhistleBlower Greenspan

ConrmstheSpecialCommibeesetupin Jun9,2005BoardMeePng.
May16,2005intermixNoPed oflikelyfraudbyCEOfromformerCEOand largestatPmecommonshareholder(Brad Greenspan).Bradhadalsolaunched websiteswithslidessuchasthisonebelow. Bradbecamewhistleblower. August12,2005Nodisclosureofndingstopublic,SpecialCommibee waselected(6/9/05)butlikelynevercompletedprocesspriortosaletoNewsCorp.(9/30/05)
May16, eUniverse founder, largest shareholder, sends WHISTLE BLOWER LETTERTO BOARDOF INTERMIX.
STEALINGSEARCH January2006 Microso` Oers$800million ForSearchforMyspace MSFToering$266million PeryearinrevenuetoMyspace
January2006Microsoòer$800millionover3yearsforMyspace SearchPartnership
HeckmantoldMurdoch AndCherninaboutvalueofMyspace Search,,MonthsEarlier,i.e.some%mein2005
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APRIL2005ASKJEEVESCOLEADBANKERMOVESTOJPMORGAN,IACSADVISORIN THEASKJEEVESBUYOUT,ANDZAKKOURTHENISHIREDBYNEWSCORP ANDCOMESUPWITHVALUATIONTHATISOVER100%GREATERTHENTHE2BANKS HIREDTOPROBIDEFAIRNESSOPINIONSFORINTERMIX:TWEISEL&MONTGOMERY
TWEISEL $580MILLION
MYSPACE,INC/INTERMIX
CEO/DIRECTOR ROSENBLATT
DEUTSCHEBANK $1.7BILLION(MAY)
IACDirector: DonaldR.Keoughis ChairmanAllen&Co.
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NANCYPERETSMAN,$10million commissionFromIAC/ASKJEEVEStransacPon
INTERACTIVE CORP(SEC APRIL2005 reviewconPnues unPlJuly19, CITIBANK(Banker#2) 2005 ALLEN&CO.(BANKER#1)

ASKJEEVES PublicCompany TopDirectorswere AuditCommibeeDirectors DavidCarlick(Chairmanof Intermix)&JeYang,25% Owner&Directorof MySpace,Inc. DavidCarlick, IntermixDirector &nonexecuPve Chairman
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RepresenPngIACin $1.8BillionAskJeeves transacPon(First publiclydisclosedin March2008)
AZAnwarZakkour BecomesHeadofMedia JPMorganFROMCITIBANK
STANSCHUMAN, DirectorNEWS CORP&ALLEN&Co. Director
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GEOFFYANGDirectorofAskJeeves
RandyKomisar,Board,Kleiner Perkins(April2005
APRIL2005,CHAIRMANDAVIDCARLICKHAS INTERMIXVOLUNTARILYSHUTDOWN ITSTOOLBARSEARCHDIVISION,ANDLOSES 8MILLIONMONTHLYSEARCHUSERSASITS INTERMIXSEARCHDIVISONCOLLAPSESBY72% WITHIN90DAYS
CarlickisAlsoleaddirectorOfAskJeeveswhich IsinthemiddleofTryingtocloseIts$1.8Billion dollarMergertoIACCorp(announcedMarch21,2005
July21,2005 DOUBLEDIGITGROWTHINSEARCHSEEN BYAOLANDASKJEEVES
March2004Allen& Co.sellsISHAdware Companyto AskJeeves For$300andreceives $10mlnfee.
March25July19, 2005(closingdate) Allen&Co.isBanker forAskJeeves Andreceives$10 millionCommission onsaletoIACfor $1.8Billion
August15,2005 Allen&Co.announces Googlesecondary.
September15,2005 Allen&Co.raises Google$4.4Billion
December15,2005 Googlepays$1Billion For5%ofAOLTimeWarners andtoExtendSearchPartnership
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HowardStringer,Chairman SonyCorp NicoleSeligman,GCSony Corp RobertWeisenthal,CFOSony Corp MarkEisenberg,formerGC SonyMusicCorp
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SONYHEAD GCNICOLE SELIGMAN
HOGANLOVELLLAW FIRM
Brendan Sullivan
Williams& ConnollyLaw Firm
August2,2005 viacombid#2
July25,2005
CEORosenblabaappearstohave misledYahoothatFoxalready ownsIntermixforthesakeofany proposalsoroers,asnowYahoo wouldseethattheywerebidding onFox+Intermix.Likely contribuPngtowhatwasa succesfulpushing,delaying,or deferringclosingaSearch Partnership.HSR1VIOLATION ASWELL.
BylateJuly2005, Intermixmanagementis FocusedonmeePng WithSearchPartners Butdelaysclosingadeal Whichisagainstbest Interestsofshareholders. OnetacPcistoconfuse Yahoobymergingthe Acquirorssearchassets Withtargetsforcurrent PotenPalcommercialsearchvendors/ biddersthatexist(i.e.atleastto yahoo) July25,2005likely violaPonofHSR1
August2,2005HS1relatedemail showstheyunderstandthereis issuesotheyjumponphoneto discussvs.email.
May2005GOOGLEACTIVEINDISCUSSIONSWITHMYSPACE.COM(PRENEWSCORPMERGERAGREEMENTSIGNED) GooglerefusestoworkwithusbecauseMIXisamajorityownerMySpaceJune2005BoardpresentaPonbyCEO/DirectorDeWolfe
JUNE2005Google/Myspace
GOOGLE
May,2005Google menPoned
May005
MyspaceSearchis DelayediniPallybecauseof Spitzerlawsuit,andlaterdelayed IntenPonallyunPlaèrShareholder Vote EmailfromMyspaceCEO ChrisDeWolfe: Wecannotworkwith GoogleduetoourassociaPon WithIntermix,Overtureis Inaholdingpabernon ComplePnganewagreement withus,and Weareonholdwith(Viacom) Onstrategicandpartnership discussions
JulyAug11,2005emailson myspacegrowth+graph
GOOGLE, INC.
EricSchmidt CEO JohnDoeer (Kleiner PerkinsVC)
JANUARY2005 IAC $
SEARCH PARTNERSHIP (Ask ASKJEEVES,INC dependent SEARCHENGINECO. OnGoogleFor Search)
Larry Serge PaulOrtellni
BigShareholderin Google
KLEINER PERKINS $
JohnDoerr,Partner KP
DavidCarlick,ManagingPartner VantagePoint(VP)LLCFund
Sweetheart/nonrevlonabidingPrefStock purchasedFromCarlickIntroducPonandarranged dealwithIntermix/MyspacecompaniesBOUGHT iPREFERREDSTOCKfromapubliccompanysmost valuableassetwhichwasonitswaytodoingafull edgedIPO.Dealataclearlydeepdiscountto Compsinthemarketplace.DeallosedmidFEB 2005,GeneratedPAYOUTOF$70milliononJuly 18th,or700%over$11.5iniPalinvestment(bare minimum).CapwasputinplacegivingIntermix contractualrighttobuyoutcap/collargi`deal giventoRedPoint.Sellingstockatalowervalue iniPally(guaranteeingitbeinga100%bonade beberthenmarketdealifanyRevlonprocess wouldhavebeenfollowedwhichDirectorsclearly didnotdoinFeb2005andaèrtheywereaware NYAGwasinvesPgaPngMyspacesubowner Intermix,Inc.formabersIntermixsCEORosenblab wasspearheading.
Feb11,2005 TomPerkins,Partner KP
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$
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July19,2005 2005conict mapIAC ACQUIRESASKJ
$ $
Ownership/ control Myspace
NEWS CORP,INC
VietDinh
Peter Chernin
66%ofMyspace.com
Eric Schmidt CEO
John Doeer (Kleiner Perkins VC)
GOOGLE, INC.
SEARCH PARTNERSHIP (Ask dependent OnGoogleFor Search)
ASKJEEVES,INC
DavidCarlick,ManagingPartner VantagePoint(VP)LLCFund
GeoYang,PARTNERIN REDPOINT(RP)LLCFUND
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Serge
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Larry
BigShareholderin Google
KLEINER PERKINS
David Carlick, Director
TomPerkins,Partner KP
Geo Yang, Directorl
February11,2005 YANG/CARLICKPre Myspace investment
LaurenceMoreau DavidCarlick,director DavidCarlick,Chairman Intermix,Inc.
JamesQuandt
DanMosher
RichardRosenblab,DIRECTOR
WilliamWoodward
BrebBrewer,President
AndrewSheehan,DIRECTOR
GeoYang,DIRECTOR
Intermix,Inc.BoardofDirectorsduringGoldenTrianglePeriod(Sep14,2005thruSep30,2005)
Intermix Board of Directors INTERMIX, INC Board of Directors Jim Quandt Independent Director recruiting firm that hired ceo Dan Mosher Independent Director Lawrence Moreau audit committee chairman
AlsoonboardofMyspace,Inc
(1) Richard Rosenblatt Director & ceo
David Carlick Director (ex-askjeeves search)
Brett Brewer Director & President
Andrew Sheehan Directors Partner Carlick On Board of Myspace, Inc.
William Woodward Independent Director
8of13emailscitedbyFederalJudge GeorgeKingwerenotpartofevidence MadeavailtoStateplanPs

June17,2010Fedcited emails
Sixth,onJuly17,JasonHirschhornemailedChrisDeWolfe, MySpacesCEO,todocumenthisdiculSesinstayinginthe aucSonprocess:chris,quickconcerns...Intermix managementdidnotshowuponFridayaspromisedduring ourSmethere...IntermixlegalcancelstheirSmewithour legaltodayatthelastminute...Heardyouguysgotcalled otheadsalescallabruptly...Inshort,Ihavehadateamof 20+peoplehereworkingfor72hoursstraightonasignicant bid,isthereanythingIneedtoknow?(J.A.,Ex.200). Seventh,onJuly17,VanToerofMTValsoemailed Rosenblacdirectlytocomplainpolitelyabouttheperceived runaround:Theyareintheoceworkinground[sic]the clocksowecanputforthanumbertoyouthisweek.They menSonedacoupleofcallswerecancelledattheendofthe dayFriday,andseemedabitconcerned.IsthereanythingI candotohelptheprocessforbothofusasthisisclearlyon thefasttrack?(Id.,Ex.202). Again,Rosenblacrepliedinsuchawaythatareasonablejury couldinferanintenttoevadeanarguablyimminent compeSngbid:Welikeyouandyourguysatonalso.Chris calledbackorwillyourGCtoday.Haveagreat weekend[.](Id.).12
4)
OnJuly13,Rosenblabwrote:tellThomMurdochandIcutthe dealin30mins[sic]andIgot100%ofwhatwewanted.Dealclosing byMonday.(Id.,Ex.154).
5)
RosenblabconPnues:Iwouldliketodiscussmyspecicroleand structurewheneveryouareready.ItisnorushunlessPeterandRupert wantmetosignanemploymentagreementbySunday[July17,2005] Third,onJuly15,MosherwroteRosenblabfollowingoneofRosenblabs updatestothefullboard,sayingViacomsoundslikeapipedream.(Id.,Ex. 182).
6)
7)
Plaintiff cites an email Mosher sent to Rosenblatt after one of the July 15th meetings, stating: We need to honor our commitment to Fox and get this done. Viacom sounds like a pipedream. Fox sounds dead serious and not screwing around. (J.A., Ex. 182).
Rosenblabrepliedevasively,failingtocorrecthermistakenimpressionthattheaucPon wouldsPllbeongoingaèrMonday:Iamonacallbutthankssomuchfortheemail... .Iwillcallyoubacksoon..
8)
Myspace,Inc.BoardofDirectorsduringGoldenTrianglePeriod(Sep14,2005thruSep30,2005)
OnBoardIntermix
MYSPACE, INC Board of Directors (4/4 no independent ever elected
Andrew Sheehan Director also owned minority stake
Chris DeWolfe Intermix Idependent Director Director Never Fil ed -also owned minority stake
Geoff Yang Director also outside active VC
Richard Rosenblatt Director also Director of Intermix
August8,2005
August8,2005 YAHOO/NWS/ MYSPACE SEARCH
Intermixdelays Itsownbusiness DevelopmentmeePngs/progress InfavorofworkingforbenetofNews Corp Preclose.
BothCEOand Presidentthengoon VacaPoninstead Ofnishing/closing Searchdealfor Myspacepriortoshareholder Vote.
June9,2005 intermixboard mtg(pg.2)
2/3INDEPENDENTDIRECTORSNOTPRESENT FORWHISTLEBLOWERGREENSPAN DEMANDMATTER.

DANMOSHER(NOTPRESENT) WILLIAMWOODWARD(NOTPRESENT)
JamesQuandt
LaurenceMoreau
DavidCarlick,Chairman
SHAREHOLDER(Brad Greenspan)WRITESLETTER TOCOMPANYREVEALING TRAFFICMANIPULATIONBY CEOROSENBLATT&CALLS FORINVESTIGATIONAS FORMEREXECUTIVE WHISTLEBLOWER (reportstoSECaswell)
AndrewSheehan
RichardRosenblab,CEO WoodwardputoncommibeebeforehearrivesatBoard MeePngorawareOffacts. BrebBrewer,President

ChrisLippgeneralcounsel Intermix LisaTerrill,CFO

ShermanAtkinson,COO
DANMOSHER(NOTPRESENT) WILLIAMWOODWARD(NOT PRESENT) DirectorWilliam WoodwardjoinsmeePng JamesQuandtbecomes2nd memberofspecialcommibee
2/3INDEPENDENTDIRECTORSNOT PRESENTFORDEUTSCHEBANKPRESENTATION ONVALUATIONS(6/9/05)

RichardRosenblab,CEO
JamesQuandt BrebBrewer,President
LaurenceMoreau
DANMOSHER (EXITS)before DeutscheBor Montgomery
AndrewSheehan
ShermanAtkinson,COO
DirectorWoodward NotPresent
DEUTSCHEBANK PRESENTATION (triangulatesDBValuaPon Mostcredibledocument)

REVLONDUTIESFORBOARDBEGIN FirstBoardnoPcaPonViaMontgomerythat NewsCorpinterestedinAcquisiPonofIntermix
GREENSPANDEMAND INVESTIGATION
2/3INDEPENDENTDIRECTORSNOTPRESENT FORWHISTLEBLOWERGREENSPAN DEMANDMATTER.

DANMOSHER(NOTPRESENT) WILLIAMWOODWARD(NOTPRESENT)
JamesQuandt
LaurenceMoreau
SHAREHOLDER(Brad Greenspan)WRITESLETTER TOCOMPANYREVEALING TRAFFICMANIPULATIONBY CEOROSENBLATT&CALLS FORINVESTIGATIONAS FORMEREXECUTIVE WHISTLEBLOWER (reportstoSECaswell)
AndrewSheehan
RichardRosenblab,CEO WoodwardputoncommibeebeforehearrivesatBoard MeePngorawareOffacts. BrebBrewer,President


ShermanAtkinson,COO
DANMOSHER(NOTPRESENT) WILLIAMWOODWARD(NOT PRESENT) DirectorWilliam WoodwardjoinsmeePng JamesQuandtbecomes2nd memberofspecialcommibee
August4,2005
August4,2005 NewCorp Acquiresheadof Search.Focus becomesSearch AucPon
NewscorpgeniusIdeaholdAbonadeaucPon ForMyspaceoncewemakesurethereisnot AfairaucPonandinformedshareholders OfitsvalueunPlAFTERNewsCorpacquires Intermix+Myspace
HeckermanjoinsFoxInteracPve SubsidiaryacPvelyEmployeeasof8/4/2005. FocusesonSearch HadalreadybeenstudyingMyspacecertainly BythispointandliasingwithLevinsohn.
JAngwin,fromherinterviewsofNewscorpemployees AndIntermixemployeesfrombookaboutheremployers AcquisiPonofMyspace,enPtledStealingMyspace2009;RandomHouse
July20,20052daysaèrMergerAgreement WithNewsCorpsigned.70daysbeforeShareholderVote
CEORosenblabon7/25/05,integratesFoxsWebproperPeswithIntermix/ MyspaceproperPesIntheopportunitypresentednowtoYahoowhich Isaèronly6daysfromwhenmergeragreementwassignedWhicheecPvely violatesHartsRodinoAct(HSR1)JumpingGunduPesbycombiningbusiness operaPonsInamannerthatprecludedIntermixge~ngthebenet Ofitsordinaryduecourseofbusiness
July2025, 2005 Yahoo/ Search/ HSR1 ViolaPon
LikelyviolaPonOfjumpinggunProvision,here,IntermixsMyspacemajorityownedcorporaPoncanbeseeninanongoingprocesstosecureaSEARCHPARTNERforits vauntedMyspace.comproperty.ADealofsignicant$$magnitudecouldhavebeenclosedwellbeforeSeptember30,2005.ClosingsuchatransacPonwouldhavebeena surematerialdevelopment&announcementseeingAsMicroso`wasreadytopay$800dollarsor$266millionperyearforSearchAloneforMyspace.comasearlyas January2006,just90daysaèrtheMyspaceShareholdersvotedtosellMyspace.com
Rosenblabsdelays closingIntermixs SearchAucPon process UnPlaèr September30,2005, morethen60days aèrthe2nd MeePngwithhead ofsearch
August2,2005DAYOFSEARCHAUCTIONYAHOOKEY2nDMEETING
MichaelKirbyworksforFox/NewsCorp.Therefore itappearsRosenblabisreporPngouttoFox Vs.Shareholders,60daysbeforeTransacPonisset toclose.
SimultaneouslyNegoPaPngcompensaPonwhilerunningSearchAucPon,againshowsCEORosenblab Wasconictedandasusual,shareholdersgetshortendofsPck.NoSearchDeal.
GOOGLE,INC.
EricSchmidt CEO JohnDoeer (Kleiner PerkinsVC)
YAHOO
MSFT
PUBLIC
MYSPACE, INC
PaulOrtellni
AOL
JonathanMiller CEO,AOL
SergBrine
LarryPage
Sep16,2005 AOL/Microso` Gossip
BigShareholderin Google$$$$$$$
KLEINER PERKINSLLC
$ $
TomPerkins,Partner KP
NYPOST
AllegedlyAlready friends
RossLevinsohn INTERMIX
RupertMurdoch
TomPerkins (KleinerPerkins))
JohnThornton
VietDinh
PeterChernin
NEWS CORP,INC
July16,2005MSA FRAUD

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

INDEX IINTRODUCTION pg. 7 pg. 32

The Court notes on line 1 of Footnote #1 on pg. 1, !Plaintiff and Defendants

60(b),60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), 60(b)(6).

Worrell v. Houston Can Academy

MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION TO INTERVENE

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DATED: December 2, 2011 Respectfully submitted, Brad Greenspan, in Pro Per

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A RULE 701 DAMAGE REPORT

day of November 2011,

pg. 6 pg. 6 pg. 7 pg. 7 pg. 11 pg. 13 pg. 19 pg. 21 pg. 22

XV- CONCLUSION: EXHIBIT 1 - BACKGROUND / WORK EXPERIENCE

pg. 33 pg. 35 pg. 36

Lightning Lube, Inc. v, Witco Corp. 4F.3d 11433d Cir. 1993

pg. pg. Pg.

pg. pg. pg. pg.

Because of both unreliable forecasting historically proven by management

2008 EBITDA MULTIPLE Indication $24.52B

was based on 2006 EBITDA. 27

$22.1 Million Value MSFT $800M OFFER

$25.0 Million Value GOOGLE $900 OFFER

DOCUMENTS REVIEWED (BATES #):

INDEX IINTRODUCTION pg. 7 pg. 32

The Court notes on line 1 of Footnote #1 on pg. 1, !Plaintiff and Defendants

60(b),60(b)(1), 60(b)(2), 60(b)(3), 60(b)(4), 60(b)(6).

Worrell v. Houston Can Academy

MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION TO INTERVENE

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DATED: December 2, 2011 Respectfully submitted, Brad Greenspan, in Pro Per

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A RULE 701 DAMAGE REPORT

day of November 2011,

MarcowhoeUniversehiredin1999 Workedcloselyundermeandhadbeenhanded TheGooglerelaPonshiprightbeforeIle`. MarcothenjoinedourMyspaceteam/division AndlikelyhandedoverGooglerelaPonship ToNewsCorporDeWolfeorRosenblab AroundPmeofsale.

Steve Friedman HeadAdSales

ChrisDeWolfe, ResponseBase Ecommerce

MarcoIlardi, Headof Flowgo Division

JusPn Beckeb, President Game Universe

Headof Mergers& AcquisiPons/ Business Development

KorriKolesa/ SteveBaumer (ServicesInk &DaPng)

JeRajewski, Chief Technology Ocer

35employees ResponseBase Employees JoshBerman TomAnderson

BRADGREENSPAN, CHAIRMAN/CEO (IncepPon1999 October2003)

SeanGold(Co Presidentlate2000 late2002)

JeRajewski,Chief TechnologyOcer (EricSchiermeyer CTO)20002002

Jvarraveto,CFO (2001replacedby TahieAug2003

June28,2005Leberfrom IntermixtoWhistleBlower Greenspan

STEALINGSEARCH January2006 Microso` Oers$800million ForSearchforMyspace MSFToering$266million PeryearinrevenuetoMyspace

HeckmantoldMurdoch AndCherninaboutvalueofMyspace Search,,MonthsEarlier,i.e.some%mein2005

APRIL2005ASKJEEVESCOLEADBANKERMOVESTOJPMORGAN,IACSADVISORIN THEASKJEEVESBUYOUT,ANDZAKKOURTHENISHIREDBYNEWSCORP ANDCOMESUPWITHVALUATIONTHATISOVER100%GREATERTHENTHE2BANKS HIREDTOPROBIDEFAIRNESSOPINIONSFORINTERMIX:TWEISEL&MONTGOMERY

INTERACTIVE CORP(SEC APRIL2005 reviewconPnues unPlJuly19, CITIBANK(Banker#2) 2005 ALLEN&CO.(BANKER#1)

RepresenPngIACin $1.8BillionAskJeeves transacPon(First publiclydisclosedin March2008)

AZAnwarZakkour BecomesHeadofMedia JPMorganFROMCITIBANK

STANSCHUMAN, DirectorNEWS CORP&ALLEN&Co. Director

$1.4BILLION TIVO TOMPERKINSDirector NewsCorp& KLEINERPERKINS

APRIL2005,CHAIRMANDAVIDCARLICKHAS INTERMIXVOLUNTARILYSHUTDOWN ITSTOOLBARSEARCHDIVISION,ANDLOSES 8MILLIONMONTHLYSEARCHUSERSASITS INTERMIXSEARCHDIVISONCOLLAPSESBY72% WITHIN90DAYS

CarlickisAlsoleaddirectorOfAskJeeveswhich IsinthemiddleofTryingtocloseIts$1.8Billion dollarMergertoIACCorp(announcedMarch21,2005

July21,2005 DOUBLEDIGITGROWTHINSEARCHSEEN BYAOLANDASKJEEVES

March2004Allen& Co.sellsISHAdware Companyto AskJeeves For$300andreceives $10mlnfee.

March25July19, 2005(closingdate) Allen&Co.isBanker forAskJeeves Andreceives$10 millionCommission onsaletoIACfor $1.8Billion

August15,2005 Allen&Co.announces Googlesecondary.

September15,2005 Allen&Co.raises Google$4.4Billion

December15,2005 Googlepays$1Billion For5%ofAOLTimeWarners andtoExtendSearchPartnership

HowardStringer,Chairman SonyCorp NicoleSeligman,GCSony Corp RobertWeisenthal,CFOSony Corp MarkEisenberg,formerGC SonyMusicCorp

SONYHEAD GCNICOLE SELIGMAN

Williams& ConnollyLaw Firm

August2,2005HS1relatedemail showstheyunderstandthereis issuesotheyjumponphoneto discussvs.email.