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1001:18:381AND I WANT TO COME BACK TO THAT IN A LITTLE BIT, BUT ONTH AGO.01:18:566THAT THEY OBJECTED TO IT.01:19:017FOR DISCOVERY.01:19:038WERE SECRETLY NEGOTIATING THIS DEAL OR PLANNING TO OFFER THIS01:19:089DEAL BEHIND THE SCENES AND THEY DIDN'T TELL THE COURT AND THE01:19:121001:19:171101:19:191201:19:2313THE OPPOSITION, A DISCUSSION ABOUT A TENDER OFFER AND DISCOVERY01:19:2514ABOUT A TENDER OFFER, THE DISCUSSION WE HAD AT THE MOTION TO01:19:2915DISMISS HEARING WAS ABOUT DISCOVERY GENERALLY, NOT TARGETED TO01:19:3316A TENDER OFFER.01:19:341701:19:3618CERTIFICATION, BUT I THINK IT WOULD HAVE COME UP IN THAT,01:19:3919BECAUSE WE LIMITED THAT, AT LEAST CAN WE GET INTO THAT BECAUSE01:19:4520THAT WAS GOING TO BE AN ISSUE WE ARE GOING TO HAVE TO CROSS01:19:4821VERY N, DID THEY WAIT TO ALL THE SUDDEN JUMP OUT AND PUT THIS01:20:0425IN FRONT OF, THIS TENDER OFFER IN FRONT OF THE INVESTORS, AS ILET ME ADDRESS A COUPLE OF THE OTHERS.HERE WE ARE SHOWING POTENTIAL ABUSE FOR A NUMBER OFFIRST OF ALL, WE WERE BEFORE THIS COURT JUST OVER AWE ASKED FOR DISCOVERY ON THIS.DEFENDANT SAIDTHEY SAID WE HAD NO GROUNDS TO RUSHYET WE KNOW NOW FROM THEIR PAPERS THAT THEYCOURT SAID AT THAT POINT IT SAW NO PREJUDICE FOR A SHORT DELAY.THE COURT:WELL, TELL ME IF YOU DISAGREE.I DON'T RECALL, AND THERE'S A TRANSCRIPT SUBMITTED WITHMR. KATHREIN:NO, IT WAS TARGETED TOWARDS CLASSSECOND OF ALL, THEY HAVE BEEN NEGOTIATING THIS THING SINCEWHY IS THERE NOW A RUSH?WHY -- AFTER WE'VE HEARD THEUNITED STATES COURT REPORTERS

1101:20:101REFER TO THEM.01:20:132THIRD, THE RECORD SHOWS, AND IF WE WALKED THROUGH THE01:20:173DECLARATION, I CAN, BUT I THINK I CAN SUMMARIZE IT AS WE GO01:20:214THROUGH, THAT THE NEGOTIATIONS WERE NOT WITH ALL INVESTORS.01:20:275THEY SAY IN PARAGRAPH 6 THAT THEY WERE WITH MANY01:20:336INVESTORS.01:20:367NEGOTIATIONS WERE WITH.01:20:398SOPHISTICATED INVESTORS.01:20:439DON'T KNOW WHO THAT IS.01:20:431001:20:4611COERCION HERE.01:20:4912COMPLAINT, I HAVE A LIST THAT SHOWS THE STACKS OF INVESTORS.01:20:531301:20:5914UP SOMETHING OR ACTUALLY HAVE TO VOTE AND AGREE AND ALLOW THIS01:21:0615TO HAPPEN AS WELL AS HOLMES TO HAVE TO ALLOW THIS TO 21:172001:21:2121THEY PROVIDED US WITH A COUPLE PAGES.01:21:2322WITH THE RELEASES.01:21:282301:21:3524LUCAS FUND AND I THINK THEY SAID THERE'S 40 FUNDS, GENERALLY01:21:3825RELY ON BEING INVITED TO THESE THINGS BY THE CV'S.THE DECLARATIONS DO NOT SHOW WHO ANY OF THESETHE DECLARATION SAYS THAT THESE WERETHERE'S NO EVIDENCE OF THAT.WEAND I WILL GIVE YOU A SCENARIO WHERE THERE'S POTENTIALAND IF YOU LOOK AT PARAGRAPH 42 OF MYSO THE EARLY INVESTORS A, B, INVESTORS ARE ACTUALLY GIVINGTHE COURT:SORRY, LET ME SAY, TO ALLOW THE TENDEROFFER TO TAKE PLACE.MR. KATHREIN:YES, YES.THAT'S WHAT IT APPEARS TOBE FROM.WE ONLY HAVE LIMITED TERMS HERE THAT THEY PROVIDED US,THEY HAVEN'T PROVIDED USBUT IN THIS LINE OF BUSINESS, INVESTMENT FUNDS LIKE THEUNITED STATES COURT REPORTERSIF THEY

1201:21:441OBJECT TO THIS NOW, THEY RISK NEVER BEING INVITED BACK TO INTO01:21:502FURTHER STARTUPS AT A LEVEL -- AT ANY LEVEL UNTIL AN OPENING.01:21:58301:22:024THEIR BUSINESS, I CITE YOU TO GM FOR THAT BECAUSE THAT'S WHAT01:22:055HAPPENS IN 10INVESTORS WHO WERE LIKELY TO LOSE WITHOUT THIS DEAL BEING DONE01:22:2811WHO HAVE AN INTEREST, BASICALLY THE ASSETS THAT ARE LEFT, IF01:22:3412THERE'S ANY RECOVERY BY, IN THIS CLASS ACTION LAWSUIT, THE01:22:3713EARLY INVESTORS ARE WIPED OUT BECAUSE THEY ARE NOT COVERED BY01:22:4114OUR LAWSUIT.01:22:431501:22:4716COVERED, SO THEY MAY HAVE CONFLICTS, SO THERE'S ALL SORTS OF01:22:5117POTENTIAL FOR CONFLICTS, DEPENDING ON WHO IS ACTUALLY DOING THE01:22:5518NEGOTIATING, WHO IS ACTUALLY BEING REPRESENTED BY CRAVATH, WHO01:22:5919ACTUALLY RECEIVED ANY INFORMATION.01:23:022001:23:0521INVESTORS RECEIVED ALL THE INFORMATION AS TIME WENT ON OR ANY01:23:0922OF THE INFORMATION, ALL WE KNOW IS THAT ON MARCH 20TH, THE01:23:1623INVESTORS GOT A TAKE IT OR LEAVE IT OFFER.01:23:192401:23:2525SO IT DIRECTLY IMPACTS THE SUCCESS AND CONTINUED NATURE OFSO THAT IS CLEARLY A POSITION OF PERHAPS COERCION.THERE'S ALSO A POSITION OF PERHAPS CONFLICTS HERE.WE DON'T KNOW WHO ALL WAS INCLUDED IN NEGOTIATING WITHTHAT CRAVATH & SWAINE WAS NEGOTIATING FOR.WERE THEY THE EARLYTHE A AND B ARE NOT COVERED.SO THEY HAVE A STRONG INCENTIVE, AND THEY MAY BE PARTIALLYTHERE'S NOTHING IN THIS DECLARATION THAT SAYS ALL THETHAT'S THE ONLY THING WE KNOW IS THAT THIS ONE DOCUMENTWENT OUT TO ALL INVESTORS ON MARCH 20TH, AND THEY WERE GIVEN 20UNITED STATES COURT REPORTERS

1301:23:301BUSINESS DAYS TO RESPOND.AND 20 BUSINESS DAYS IS BECAUSE 2001:23:352BUSINESS DAYS IS THE MINIMUM NUMBER OF DAYS FOR A TENDER OFFER01:23:393UNDER THE FEDERAL SECURITY STATUTE WHICH THEY CLAIM THIS IS.01:23:42401:23:475FOR CUTTING OUT THE CLASS.01:23:506WOULD CALL THIS A TENDER OFFER.01:23:557ANOTHER ASPECT OF THE POTENTIAL FOR ABUSE HERE IS THAT01:23:578THERE IS A LIMITED FUND OR THAT THERE IS NO VALUE TO WHAT IS01:24:019BEING GIVEN TO THESE PEOPLE.01:24:071001:24:111101:24:1412PUT IN OUR MOTION AND IN THE WALL STREET JOURNAL ARTICLE THAT01:24:1813THERE WAS ONLY 150 MILLION LEFT AT THE END OF JANUARY -- END OF01:24:2814DECEMBER.01:24:3115TIMES, MEANING THEY ARE PROBABLY DOWN TO ABOUT 90 MILLION NOW,01:24:3516IN A FEW MONTHS FROM NOW, IT WILL ALL BE GONE, IF THEY ARE01:24:3917RUNNING THROUGH THIS BURN RATE.01:24:411801:24:4619683 MILLION.01:24:5020YOU'VE GOT THE PARTNERS LITIGATION WHICH IS IN DELAWARE, WHICH01:24:5421ACCORDING TO THE WALL STREET JOURNAL THEY ARE NOW PARTICIPATING01:24:5722IN THIS, THEIR CLAIMS ARE IN EXCESS OF 90 MILLION.01:25:002301:25:0424SAYS ARE IN EXCESS OF 140 MILLION.01:25:1125DISPUTE AS TO AN OWNERSHIP BETWEEN WALGREENS.I THINK IT'S JUST ANOTHER GUY'S VEHICLE FOR SETTLEMENT ANDBUT IT'S PRETTY CLEVER THAT THEYTHESE SHARES MAY HAVE VALUE ORMAY NOT HAVE VALUE.BUT BECAUSE THE DEFENDANTS DO NOT CONTEST THE FACT THAT WETHEY HAD A BURN RATE IN EXCESS OF 20 MILLION ATAND THE CLAIMS AGAINST THEM IN THIS SUIT ALONE ARE OVERIF YOU TAKE OUT THE CLAIMS IN THIS LAWSUIT,YOU'VE GOT WALGREENS' CLAIMS WHICH THE WALL STREET JOURNALTHERE'S A 40 MILLIONUNITED STATES COURT REPORTERS

1401:25:151AND THE WALL STREET JOURNAL, I WILL MENTION, I'M NOT SURE01:25:202IT'S PROPERLY BEFORE THIS COURT AT THIS POINT, BUT IT'S01:25:223AVAILABLE TO THIS COURT IN AN ARTICLE YESTERDAY, SAID01:25:254ELIZABETH HOLMES OWNS THE COMPANY, 25 BILLION.01:25:29501:25:366ASSETS WILL BE PUT OUT OF REACH OF THE CLASS IN FAVOR OF A FEW01:25:407SELECT PEOPLE, MEANING THOSE FEW SELECT PEOPLE WHO GOT THIS01:25:448TENDER OFFER.01:25:44901:25:4810THIS CLASS WILL PARTICIPATE IN.01:25:5411CERTIFICATION, WHICH IS MANDATORY, SAYS, AND THE COURT HAS THE01:25:5712POWER TO ENJOIN UNDER THAT SAYS, YOU CANNOT SETTLE, IF YOU DO01:26:0313IT'S EVEN VOIDABLE.01:26:0914HERE, AND EVERYTHING IS GOING TO BE DISTRIBUTED PRO RATA.01:26:131501:26:1716NOW IF WE WAIT A LITTLE, LOOK AT IT, WE WILL KNOW IF THERE'S A01:26:2117PROBLEM THERE RATHER THAN TRYING TO UNWIND A 2101:26:3822AND MR. PERLA WILL GET A CHANCE TO ADDRESS IT IN A MOMENT.01:26:4123IF AS YOU ASSERT AND I DON'T THINK I CAN TAKE JUDICIAL01:26:4624NOTICE OF JUST ANYTHING THAT'S IN THE WALL STREET JOURNAL AS01:26:4925BEING A TRUE FACT.SO THERE'S DEFINITELY A STRONG POSSIBILITY HERE THATSO THOSE ASSETS WILL BE GONE, AND THEN WHATEVER IS LEFT,THE PURPOSES OF A LIMITED FUNDI BELIEVE BECAUSE THERE'S A LIMITED FUNDFOR PRELIMINARY INJUNCTION PURPOSES, WHY LET THAT HAPPEN.IT'S MUCH MORE DIFFICULT TO UNWIND A TRANSACTION THAN TODELAY IT WHILE THE COURT GETS MORE INFORMATION.THE COURT:LET ME ASK YOU A QUESTION ABOUT THELIMITED FUND COMPONENT OF YOUR ARGUMENT.BUT ASSUMING THAT THE BASIC FACT THAT THEUNITED STATES COURT REPORTERS

1501:26:531COMPANY IS IN DISTRESS AND HAS MULTIPLE CLAIMANTS AGAINST IT01:26:572AND THERE'S A LIMITED FUND, MY -- IT MIGHT HAVE THE OPPOSITE01:27:033EFFECT IF I WERE TO PREVENT THEM FROM RE-CAPITALIZING AS THEY01:27:074ARE PLANNING TO DO, MIGHT THAT JEOPARDIZE THE CLASS MEMBERS01:27:115HERE.01:27:12601:27:167BRINGING THE COMPANY CLOSER TO BANKRUPTCY AND TO GOING OUT OF01:27:208BUSINESS RATHER THAN -- AND THEREFORE HURTING THE CLAIMS IN01:27:249THIS CASE RATHER THAN PROTECTING THE CLAIMS IN THIS CASE.01:27:261001:27:2811FIND OUT.01:27:3212DIDN'T.01:27:351301:27:4014THE COURT RAISING THAT.01:27:4515THAT WE WILL HAVE TO ASK BECAUSE ULTIMATELY, WE WANT TO PROTECT01:27:4816THE CLASS, OR IF THE CLASS IS SOMEHOW DIFFERENT FROM WHAT WE'VE01:27:5217STARTED OUT WITH, WE WANT TO PROTECT THOSE WHO WE REPRESENT.01:27:551801:27:5919THAT CAN BE ADDRESSED AND SOMETHING THAT THEY CAN ADDRESS.01:28:0220MEAN, IF THEY CAME FORWARD AND SAID, YOUR HONOR, TOMORROW WE01:28:0621HAVE TO HAVE THIS DEAL DONE BECAUSE THERE'S A PENDING NEED TO01:28:1022RAISE CASH AND WE'VE GOT SOMETHING IN THE PIPELINE THAT NEEDS01:28:1423TO HAPPEN BY A CERTAIN DAY, THEN THAT WOULD HAVE BEEN01:28:1624SOMETHING, BUT THEY DID NOT COME FORWARD WITH ANYTHING.01:28:1925SO THEY HAVE NOT, ON THE RECORD BEFORE THE COURT,IN OTHER WORDS, IT COULD HAVE THE UNDESIRED IMPACT OFMR. KATHREIN:I THINK THAT'S SOMETHING WE WANT TOTHEY HAD A CHANCE TO RESPOND TO THAT AND THEYTHEY COULD HAVE.THEY HAVE IDENTIFIED IN THEIR PAPERS NO HARM, I APPRECIATEIT'S SOMETHING THAT I ASK, SOMETHINGSO THAT IS SOMETHING WE WANT TO LOOK AT, AND SOMETHINGUNITED STATES COURT REPORTERSI

1601:28:211JUSTIFIED ANY SORT OF BUSINESS REASON THAT THIS DELAY WILL HURT01:28:252THE COMPANY.01:28:303DEAD, AND WE REALLY SIT THERE AND QUESTION WHAT'S REALLY IN01:28:384THIS DEAL FOR THEM.01:28:39501:28:426TERMS, ANY OF THE INFORMATION.01:28:477WILLING TO BE BOUND BY A PROTECTIVE ORDER OF THE HIGHEST NATURE01:28:508IN THE FORM THAT THIS COURT ANSWERS FOR PURPOSES OF THIS01:28:549MOTION, WHICH MEANS THE PATENT ORDER, I BELIEVE, ALTHOUGH WE01:29:001001:29:041101:29:0712INFORMATION OVER TO US NOW.01:29:1313CONSIDERATIONS THAT SHOULD BE BEFORE THIS COURT IN MAKING --01:29:1714AND THAT'S WHY WE ARE NOT ASKING FOR A PERMANENT INJUNCTION.01:29:211501:29:2416OPPOSITION, PROVIDED IN DECLARATION FORM, THEY PROVIDED01:29:2917INVESTORS WITH YOUR CONTACT INFORMATION.01:29:301801:29:3419THEN FROM CLASS MEMBERS OR FROM INVESTORS PROVIDING THEM MORE01:29:3720INFORMATION THAN WAS IN YOUR MOVING PAPERS AS WELL AS THE01:29:3921DETAILS OF THE TENDER OFFER AND THE SCOPE OF THE RELEASE AND SO01:29:4422FORTH?01:29:442301:29:4824STILL NEED DISCOVERY IF YOU'VE LEARNED MORE IN THE LAST FOUR01:29:5125DAYS ABOUT WHAT IS PRESENTED TO THE INVESTORS?FOR ALL WE KNOW, NO ONE WANTS TO TOUCH THEM, IT'SBUT WE CAN'T SAY BECAUSE THEY HAVE NOT PRODUCED ANY OF THEWE AGREED LAST SUNDAY, WE AREWOULD RESERVE THE RIGHT TO ARGUE THE OTHER ORDER LATER ON.SO THERE'S NOTHING PREVENTING FRESHMEN FROM TURNING THETHE COURT:AND SO INDEED, THOSE AREDIFFERENT QUESTION, THEY IN THEIRSO MY QUESTION IS, HAVE YOU LEARNED ANYTHING MORE SINCEAND THE REASON I ASK, THIS DELVES INTO DISCOVERY, DO YOUUNITED STATES COURT REPORTERS

1701:29:561MR. KATHREIN:01:29:59201:30:063TELL YOU WE HAD ASKED COLMAN TO INVEST IN LUCAS FUNDS.01:30:114ASKED LUCAS FUNDS TO TALK -- FINALLY LAST WEEK, I WAS ABLE TO01:30:155TALK WITH THEIR COUNSEL, IT'S IN MY DECLARATION,01:30:196KEKER & VAN NEST, JEFF CHANIN, HE'S NEVER SEEN ANY OF THESE01:30:247DOCUMENTS.01:30:298LOCK DOWN, AND ON MONDAY THEY GAVE THE LUCAS INVESTORS01:30:399INFORMATION THAT THERE IS A DEAL OUT THERE AND THAT IT WILL01:30:4210AFFECT THE VALUATION OF THEIR SHARES IN THE FUND AND THAT THEY01:30:4811HAVE AGREED TO IT, THAT LUCAS HAS AGREED TO IT.01:30:521201:30:5713RESPOND TO ME DIRECTLY, I CAN'T SAY REFUSE, WE ARE VERY01:31:0114COOPERATIVE, BUT THEY FEEL THEY CAN'T.01:31:0315THE COURT:01:31:0516MR. KATHREIN:01:31:071701:31:1018CONFIDENTIALITY PUT ON ALL OF THIS.01:31:1319DECLINING BECAUSE OF SOME OTHER REASON.01:31:162001:31:2121NOTICE THAT THEY GAVE IN THE RELEASE, OR AT LEAST IN OUR VIEW,01:31:2522ADMITS WAS INSUFFICIENT.01:31:272301:31:342401:31:3425IN FACT, NO.NO.WE HAVE NOT HEARD FROM ANY INVESTOR.I WILLWE HADHE TOLD ME THESE DOCUMENTS ARE UNDER THE HIGHESTLUCAS HAS REFUSED TO OTHERWISE RESPOND TO, OR COUNSEL TOTHEY DECLINED YOUR INVITATION.AND THEY FEEL THEY CAN'T.AND THE REASON GIVEN IS BECAUSE OF THE HIGHESTNOT THAT THEY ARENOW THE PROBLEM WITH THIS NOTICE IS IT ADMITS THAT THEIF YOU LOOK AT PARAGRAPH 11 OF THEIR -- OF THE TAYLORDECLARATION.THE COURT:YES, I HAVE IT BEFORE ME.UNITED STATES COURT REPORTERS

1801:31:391MR. KATHREIN:THEY TALK ABOUT THE COLMAN LITIGATION.01:31:412THEY SAY PLAINTIFFS PURPORT TO REPRESENT A CLASS OF INVESTORS.01:31:433THEY DON'T -- THIS IS THE FIFTH LINE DOWN, THEY DON'T SAY01:31:524PURPORT TO REPRESENT YOU, THEY DON'T -- THERE'S NO INDICATION01:31:555THAT -- IT'S JUST LIKE OH, THERE'S A CASE OUT THERE.01:31:586SO THERE'S NO NOTICE TO THE INVESTORS UNLESS THEY ARE01:32:017CAGEY AND REALLY READ THIS CLOSELY, THAT HEY, SOMEONE IS TRYING01:32:048TO REPRESENT US OUT THERE.01:32:079AFFECT MY RIGHTS POSITIVELY.01:32:111001:32:121101:32:1812MONDAY, THEY COME UP WITH THE SUPPLEMENTAL NOTICE WHICH IS LESS01:32:2213THAN TWO WEEKS AWAY FROM CLOSING, AND LUCAS HAS 1601:32:3617WHILE WE ARE REVIEWING DOCUMENTS CAN ONLY WORK TO THE BENEFIT01:32:4018AND WOULD PROBABLY DECREASE ANY ARGUMENT WE HAVE OVER TIME, IT01:32:4519COULD DECREASE, THAT THERE'S ANY SORT OF ABUSE IF THEY HAVE01:32:4920NOTICE.01:32:512101:32:5922FEEL THAT THERE'S THE STRONG POTENTIAL OF COERCION HERE BECAUSE01:33:0523THEY DO HAVE TO WORK WITH THE VC'S THIS TENDER OFFER GIVES THEM01:33:1024THE RIGHT TO MORE INFORMATION WHICH IF THEY DON'T ACCEPT THEY01:33:1425DON'T GET THAT MORE INFORMATION, WHICH KIND OF SURPRISES ME.THERE'S A CASE PENDING THAT MAYTHIS IS NOT THE ONLY DEAL INTOWN.IT DOESN'T SAY THAT.AND THEY REALIZE THAT.SO I DON'T EVEN KNOW IF HE CAN UN ACCEPT AT THISSO THIS IS A LATE NOTICE.OKAY.SO JUST ONAND ANY DELAY THAT WE HAVEBUT THIS IS TOO SHORT A NOTICE.UNITED STATES COURT REPORTERSAND AGAIN, WE ALSO

1901:33:171I THOUGHT ALL INVESTORS GOT THE SAME INFORMATION.BUT THE01:33:21201:33:25301:33:284IT BEFORE THE COURT, THEY WON'T LET US SEE IT.01:33:325REVIEW THIS.01:33:366COMMUNICATIONS, THEY SAY THAT THEY'VE HAD ALL THESE01:33:387COMMUNICATIONS AND THEY ARE WITH SOPHISTICATED INVESTORS.01:33:428WON'T TELL US.01:33:43901:33:4910CITED, THAT DEAL WITH AN ISSUE INVOLVING COMMUNICATIONS,01:33:5411WHETHER ABUSIVE OR NOT.01:33:5912FROM THE CLASS MEMBERS ARE IN FRONT OF THE COURT.01:34:0213HERE, WE DON'T HAVE A SINGLE COMMUNICATION.01:34:0514SNIPPETS THAT THEY WANT TO GIVE US.01:34:0915INJUNCTION TIPS IN OUR FAVOR TO GIVE US AN OPPORTUNITY TO VIEW01:34:1316THE DOCUMENTS, SEE IF THEY ARE ABUSIVE OR IF THEY ARE TRULY01:34:1817ARMS LENGTH TRANSACTIONS AND THEN THAT EVIDENCE COULD BE01:34:2318PRESENTED TO THE 4:3423RUSH?01:34:3824ON THE 3RD, THERE'S A SUPPLEMENTAL NOTICE THAT WENT OUT IN01:34:4125RESPONSE TO THESE CONCERNS.TENDER OFFER IS OFFERING MORE INFORMATION.SO -- AND THE OTHER ABUSE, IT'S SO SECRET THEY WON'T PUTSO NO ONE CANWE CANNOT REVIEW IF THERE ARE ANY THREATS IN THETHEYSO THERE'S NO ABILITY, AS IN THE OTHER CASES THAT ARE ALSOTHE COURT:IN THOSE CASES, THE COMMUNICATIONSALL RIGHT.WE GOTSO THE PRELIMINARYTHANK YOU.LET ME GIVE MR. PERLA AN OPPORTUNITY TO RESPOND TO YOURARGUMENTS.MR. PERLA, LET'S START WITH THE TIMES.SO WHAT'S THEYOU'VE GOT AN APRIL 14TH RESPONSE DATE, A TENDER OFFERUNITED STATES COURT REPORTERS

2001:34:421MR. PERLA:CORRECT, YOUR HONOR.01:34:432THE COURT:THAT INDICATED TO THE INVESTORS MANY01:34:483THINGS, BUT ONE OF THEM WAS AS AN INVESTOR WHO MAY BE01:34:534CLASSIFIED AS THE CLASS PERIOD ABOVE.01:34:565PERIOD OF TIME FOR PEOPLE TO RESPOND TO 0IN A MOMENT, HAVE BEEN RECEIVING INFORMATION ABOUT THIS DEAL01:35:1311FOR MONTHS.01:35:141201:35:1713DARK.01:35:2314IS A RECIPIENT OF THE TENDER OFFER.01:35:2815TENDER OFFER, AT TIMES DIRECTLY AND AT TIMES THROUGH THEIR01:35:3116CHOSEN SPOKESPEOPLE, HAVE BEEN RECEIVING INFORMATION FROM THE01:35:3317COMPANY ABOUT THESE MATTERS SINCE AUGUST, INCLUDING AFTER THIS01:35:3618CASE WAS FILED WHICH WAS FOUR MONTHS AFTER WE BEGAN NEGOTIATING01:35:3919THIS DEAL, REPEATED DISCLOSURES ABOUT THE COLMAN CASE, THE01:35:4320STATUS OF THE COLMAN CASE, AND AS YOUR HONOR HAS SEEN,01:35:4621SPECIFICALLY THE EFFECT OF THE RELEASE.01:35:482201:35:5123ON THE 14TH.01:35:5524SECURITIES LAWS THAT PLAINTIFF'S COUNSEL ACKNOWLEDGED DURING01:35:5925WHICH A TENDER OFFER IS OPEN.THERE'S BEEN A SHORTSO WHY NOT EXTEND THE TIME PERIOD FOR THE TENDER OFFER ANDGIVE THE OPPORTUNITY FOR SOME MORE ASSESSMENT TO THIS?MR. PERLA:WELL, THE SIMPLEST ANSWER TO THAT,YOUR HONOR, IS THAT THE INVESTORS, AS I WILL DESCRIBE FOR YOUTHE PLAINTIFF'S ATTORNEY CASTS HIMSELF AS BEING IN THETHE REALITY IS THAT HE DOESN'T REPRESENT AN INVESTOR WHOTHE RECIPIENTS OF THESO YOUR HONOR IS CORRECT THAT THE TENDER OFFER WILL CLOSEIT IS THE STANDARD 20 DAYS UNDER FEDERALTHERE ARE GOOD REASONS THATUNITED STATES COURT REPORTERS

2101:36:021TENDER OFFERS ARE OPEN FOR THAT AMOUNT OF TIME.NOBODY CAN01:36:052PREDICT THE FUTURE, NOBODY CAN PREDICT WHAT MARKETS WILL DO.01:36:09301:36:134LAW IS CLEAR THAT WHETHER A PLAINTIFF CASTS HIMSELF AS WANTING01:36:165TO DELAY A DEAL OR ENJOY A DEAL COMPLETELY, EITHER WAY, IT'S01:36:196THE RULE 65 STANDARD, THE HIGH BAR THAT HE HAS TO MEET.01:36:23701:36:288AND NINTH CIRCUIT DISTRICT COURT CASES ESTABLISHING THAT IF THE01:36:319PLAINTIFF WANTS TO ENJOIN, THE TENDER OFFER NEEDS TO MEET 214YOUR BEST ARGUMENTS WHAT THE HARDSHIP TO THE COMPANY WOULD BE01:36:4615IF I WERE TO GRANT THE PRELIMINARY INJUNCTION.01:36:501601:36:501701:36:5518GENESIS OF THIS DEAL AND THE STANDARD THAT WE NEED TO MEASURE01:36:5819IT BY.01:36:5820I TAKE IT AS UNDISPUTED AT THIS POINT THAT THE PLAINTIFFS01:37:0021HAVE TO MEET THE RULE 65 STANDARD IN ADDITION TO THE RULE 23(D)01:37:0522STANDARD WHICH MEANS THEY NEED A LIKELIHOOD OF SUCCESS ON THE01:37:0823MERITS, IRREPARABLE HARM, AN

united states court reporters 1 in the united states district court for the northern district of california san jose division colman, et al, plaintiff, vs. . cv-16-6822-nc san jose, california april 7, 2017 pages 1-70 *redacted* transcript of proceedings before the honorable nathanael m. cousins united states magistrate judge a p p e a r a n .