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  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
  • KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al*****CASE TRANSFERRED TO SANTA CLARA COUNTY****** OTHER NON EXEMPT COMPLAINTS (REQUESTING THE COURT DETERMINE THE FAIR MARKET VALUE OF DISSENTER STOCK) document preview
						
                                

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Fe NN HAMA WE HA SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN FRANCISCO Document Scanning Lead Sheet * Apr-07-2009 12:52 pm Case Number: CGC-09-484810 Filing Date: Apr-07-2009 12:50 Juke Box: 001 Image: 02457445 COMPLAINT KIMBERLY M GETGEN AN INDIVIDUAL VS. MCAFEE INC et al 001002457445 Instructions: Please place this sheet on top of the document to be scanned.( en JOHN E. BARGERO (SBN 236539) LAW OFFICES OF JOHN E. BARGERO zy PO BOX 471857 FILE ED San Francisco, Califomia 94123 * opto Ctct alon Telephone: (415) 474-9488 Fax: (415) 474-1806 APRT- 2009 Email: john @theinventorsadvocate.com | terk Attorney for Plaintiff GORDON-PARKLI, C Kk KIMBERLY M. GETGEN a lak 4¥ SUPERIOR COURT OF CALIFORNIA UNLIMITED JURIDICTION COUNTY OF SAN FRANCISCO KIMBERLY M GETGEN, ) Casenumber: CGC-09-484810 an individual ) ) FIRSTAMENDED COMPLAINT ) Plaintiff, ) VALUATION OF DISSENTER’S STOCK ) (Cal. Corp. Sec. 1300-1313) ) Vv. ) ) MCAFEE, INC., a Delaware corporation, _) (as successors in interest to RECONNEX, ) INC.), RECONNEX, INC., and ) DOES 2-100, inclusive, ) Defendants. ) ———___essssSSS—SS GENERAL ALLEGATIONS: 1. Plaintiff, KIMBERLY M. GETGEN, (hereinafter “Plaintiff’), is an individual and current resident of Sausalito, California. 2. Plaintiff was a resident of San Francisco, Califomia when she purchased Reconnex, Inc. stock certificates. -1- FIRST AMENDED COMPLAINT3. Plaintiff is informed and believes and thereon alleges that Defendant, MCAFEE, INC., (hereinafter “Defendant"), is a Delaware Corporation, having offices throughout California. 4, Plaintiff is informed and believes and thereon alleges that Defendant acquired Reconnex Corporation, a California corporation headquartered in Mountain View California on or around July 31, 2008. 5. Plaintiff believes that Reconnex Corporation has been converted-out. See EXHIBIT-1 6. Plaintiff does not know the true names or capacities of the Defendants sued herein as DOES 2-100, inclusive, and will amend this complaint to allege same as soon as ascertained. 7. In doing the things complained of herein, each of the Defendants named or fictitious, was acting as the agent, servant, joint venturer or employee of each of the remaining Defendants. 8. The acts alleged herein occurred in California. FIRST CAUSE OF ACTION, FAILURE TO VALUE STOCK (As to DEFENDANT and DOES 2-100 INCLUSIVE) 9. Plaintiff realleges the allegations set forth in GENERAL ALLEGATIONS. 10, Plaintiff has been a record holder of 93,750 shares of common stock of Reconnex Corporation, believed to be merged with the defendant's corporation at the time of the merger. See EXHIBIT-2. 11. Plaintiff purchased said shares for approximately $7,500. 12. Plaintiff was one of the original founders of Reconnex Corporation on or about May 27, 2003 having approximately 3% ownership in the Corporation. 13. Plaintiff was informed in late August that her stock was valued at $0.00 per share by the terms of the proposed sale to McAfee, Inc. 14. On September 4, 2008 Plaintiff exercised her rights as a dissenting shareholder in a timely manner and surrendered her stock certificate to Reconnex Corporate headquarters requesting the corporation to repurchase the shares at fair market value in compliance with California General Corporations Law Chapter 13. The stock certificate, the “Demand for -2- FIRST AMENDED COMPLAINTey ry to an agent of Reconnex, Inc. See EXHIBIT 4 -3- FIRST AMENDED COMPLAINT | 1 Repurchase of Shares” (Sce EXINBIT 3), and a “Declaration of Delivery” were hand delivered 3 15. On or about December 18, 2008 various persons at Reconnex acknowledged receipt 4 || of the certificates via email communications with John Bargero. See EXHIBIT 5 5 16, On or about December 19, 2008 McA fee’s agents failed to evaluate the stock © |! certificates, return said stock certificate, and stopped communications with Plaintiff. See 7 || EXHIBIT 6 8 17. On February 9, 2009 an original complaint was filed to preserve Plaintiff's rights > || under California Corporation’s Code requesting the Court to evaluate the value of the stock and 10 II to prevent the statute from running. at 18. As of today’s date Defendants have not retumed the stock certificates nor reimbursed 12 |! Plaintiff for them, despite numerous requests to do so. 13 14 PRAYER 15 WHEREFORE, PLAINTIFF prays for judgment against Defendants as follows: 16 (As to DEFENDANT, and DOES 2-100, INCLUSIVE) 7 1. That the courts impose a value on the 93,750 shares of Reconnex Corporation 18 common stock. 19 2. That Plaintiff be awarded his reasonable attorney fees and costs as allowed by 20 law; 21 3. That Plaintiff be awarded pre judgment interest as allowed by law; and 22 4, For such other and further relief as the Court may deem just and proper. 23 24 || DATED: April 7, 2009 25 John Bargero, Attorney for Plaintiff, 26 Kimberly M. Getgen 27 28ly EXHIBIT-1 -a4e FIRST AMENDED COMPLAINT ny| | i £ = u& (ote Sora «Cane bat Sat» Cares te Rey anamesouns ‘The formation dlepieyed here fy curent as of “APR 03, 2000" and le updated woakty. 1 le Fol & Complete or carttied record of the Corporstion. "| Please refer to Corporate Racoria. you are unetie 10 locate 8 record, you may fequaml & more extensive seerth Dy ordering & elatue report, Fees and iretructions for ordering a state ‘rape are inokaded on the Business Eoies Records Order Fars. Certficetes and/or Careted cockes Can aise be requested using the order form. Regus of search for * recennas * Click on he name of the corperstion for additonal Information. Comveete ©2001 Cunt Secretary of Mure. Prime Patemeel. 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SPT =D aaquing . = poppesoduos wymrogey a! : : NOILYUOdNOD XAINNODTY FIRST AMENDED COMPLAINTe N w a an ~ 2 o 10 11 EXHIBIT-3 -B- FIRST AMENDED COMPLAINT27 28 Mr. John Peters Chief Executive Officer Kimberly Getgen ReconNex Corporation 238 Woodward #1 201-8 Ravendale Drive Sausalita, CA 94965, Mountain View, CA 94043 September 4, 2008 Re: Demand for Repurchase of Shares Dear Mr, Peters: The undersigned, as record holder of 93,750 shares of comman stock shares of the corporation with the right ta require the corporation to purchase such shares for cash under Section 1300 of the California Corporations Code, and having complied with alt conditions precedent to the exercise of suth rights, does hereby make written demand upon you for the purchase of such shares and payment In cash of their falr market value, The fair market vatue of such shares as of the day before the first announcement of the transaction is $4.31 per share, at which price the undersigned will sell such shares to you. Enclosed is the share certificate No. C-148. This certificate 1s to he endorsed to Indicate they represent dissenting shares and retumed to me. Spt H 2008 tu He MAb Date Kimberly M. Getgen FIRST AMENDED COMPLAINT27 28 “my EXHIBIT-4 -10- FIRST AMENDED COMPLAINT “oyDeclaration of Delivery I the undersigned, declare that I personally delivered to John Peters, Chic Executive Officer of ReconNex Corporation or suitable agent for ReconNex at 201-B Ravendale Drive, Mountain View, CA, 94043, a demand Ietter of repurchase of stack along with the corresponding stock certificate #C-148, -ll- FIRST AMENDED COMPLAINTeM EXINBIT-S -12- FIRST AMENDED COMPLAINTaM fy __Wirtdows Live Hotmail Print Message Page Loaf 3 RE: Kim Getgen’s Stock Certificates From: John Peters (jpeters@anagran.com) Sent: Thu 12/18/08 4:48 PM To: bkerr@kranzassoc.com Ce: johnebarge@msn.com Bi don't remember what 1 did with ...but | must have delivered it to either Brian or to Vera. I didn't keep iUdon't have H. John Peters CEO Anagran 580 N. Pastoria Ave. ‘Sunnyvale, CA 94085, (408) 701-0880 XT 6155 {408} 250-4980 (Cell) From: john Bargero [mailto:johnebarge@msn.com] ‘Sent: Thursday, December 18, 2008 6:04 AM To: donna_stjohn@mcafee.com; bkerr@ kranzassoc.com Cez John Peters. Subject: RE: Kim Getgen's Stock Certificates Yes, that was the stock certificate. The date was September 4th if that will help you locate it. Sincerely, John Bargera > Subject: RE: Kim Getgen’s Stock Certificates > Date: Wed, 17 Dec 2008 20:52:40 -0800 > From: Donna_SUohn@McAfee.com > To: bkerr@kranzassoc.com . > CC: johnebarge@msn.com; jpeters@anagran.com > > If | remember correctly, a man was in the lobby after hours one day - most had left for the day. He had an envetope for John Peters that he asked me to sign for and give to him. I signed for the envelope and put in on John Peters chair in his office, > > Don't know if that is what you are speaking of - it is the only thing I signed for at Reconnex. > > Hope that helps. > > Donna > > > > From: Brian Kerr (mailto: bkerr@kranzassoc.com) > Sent: Wed 12/17/2008 7:55 PM > To: St John, Donna > Ce: fohnebarge@msn.com; John Peters > Subject: RE: Kim Getgen’s Stock Certificates > http://b11 40w blu! 40.mail. live com/mail PrimShellaspxtype=message&cpids=e9652R4d-6... 4/6/2009 -13- FIRST AMENDED COMPLAINT26 28 AM, on Windows Live Hotmail Print Page 2 of 3 > > > Donna, > > See below. Did you receive Kim Getgen's stock certificates? If so, do you still have them? > > From: John Peters [mailto:jpeters@anagran.com} > Sent: Wednesday, December 27, 2008 6:01 PM > To: Brian Kerr > Ce: johnebarge@msn.com > Subject: Kim Getgen's Stock Certificates > > > > Brian, > > > > Kim's husband, John, has requested a return of Kim's Stock Certificates that he delivered along with a notice of dissention on the sale to McAfee. Apparently he delivered this te Donna St. John at the Ravendale office sometime tn July/Aug. > > > > Do you have any idea with this stuff is now? > > > > I'm cc‘ing John on this email so you can reply to us both at the same time. > > > > John Peters > > CEO > > Anagran > > 580 N. Pastoria Ave. > > Sunnyvate, CA 94085 > > (408) 701-0880 XT 6155. > > (408) 250-4960 (Cell) > > > hetp:/-b!140w.blul 40.mail.live.com/mail-PrintShell aspx ?type=message&cpids=c9652844-6... 4/6/2009 -14- FIRST AMENDED COMPLAINT27 28 <= £ = xX Windows Live Hotmail Print Message Page Jof 3 http://b1140w.blut 40.mail.live.com/mail PrintShell.aspxtype=message&cpids=e965284d-6... 4/6/2009 ~15- FIRST AMENDED COMPLAINTHe n w - w an _ @ © 10 11 am EXHIBIT-6 -16- FIRST AMENDED COMPLAINT es27 28 Airy ns Windows Live Hotmail Print Message Page | of 3 RE: Kim Getgen's Stock Certificates From: john Bargera (johnebarge@msn.com) Sent: Sat 12/20/08 1:33 AM To: daniel_vaughn@mcafee.com ‘Yes.we read the material and whether oF not the stock has any value is to be determined, nonetheless, you re not entitled to keep it and so, we would like the certificate back, Thank you, John Bargero Subject: RE: Kim Getgen’s Stock Certificates Date: Fri, 19 Dec 2008 10.42.09 -0800 From: Daniel Vaughn@McAfee.com To: johnebarge@msn.com: bkerr@kranzassoc.com CC: jpeters@anagran.com; Vera Fischer@McAfee.com Has she read the shareholder materials sent to her by Reconnex in advance of the merger? If she has not I would recommend that she read them. | think she will find that she has nothing to gain financially by asserting these dissenters rights. None of the common shareholders received anything in the deal. From: john Bargero [mailta:johnebarge@msn.com] Sent: Friday, December 19, 2008 10:38 AM To: Vaughn, Daniel; bkerr@kranzassoc.com Ce: jpeters@anagran.com; Fischer, Vera Subject: RE: Kim Getgen's Stock Certificates Hellg Daniel, Ar this time she is not withdrawing her claim. Because we have not received any respanse or acknowledgment from anyone, we were concerned about the certificates whereabouts. Sincerely, John Bargero Subject RE: Kim Getgen's Stock Certificates Date: Thu, 18 Dec 2008 15:18:29 -0800 From: Daniel_Vaughn@McAfee.com To: bkerrSokranzassoc.com CC: johnebarge@msn.com: jpeters@anagrancom: Vera, Fscher@MecAtee com hitp://b11 40w. btu 40.mail.live.convmail/PrintShell aspxtype=message&cpids=abSe70Ra-5... 4/6/2000 -17- FIRST AMENDED COMPLAINT" rn Windows Live Hotmail Print Message have the stock certificate. Is she withdrawing her claim to apprarsal rights? From: Brian Kerr [mailto:bkerr@kranzassoc.com] Sent: Wednesday, December 17, 2008 8:02 PM To: Vaughn, Daniel Cc: johnebarge@msn.com; John Peters; Fischer, Vera Subject: RE: Kim Getgen's Stock Certificates Dan, Page 2 of 3 See the message below. Please respond to John Barge (ct’d on this message) and let him know if you recetved Kim Getgen's stock certificate and notice of dissention? Brian from: John Peters [maitta:jpeters@anagran.com] ‘Sent: Wednesday, December 17, 2008 6:01 PM ‘To: Brian Kerr Ce: johnebarge@ msn.com Subject: Kim Getgen's Stock Certificates Bran, Kim's husband, John, has requested a return of Kim's Stock Certficates that he delivered atong with a notice of dissention on the sale to McAfee. Apparently he deirvered this to Donna St. John at the Ravendale office sometime in July/Aug. Do you have any idea with this stull is now? I'm ce‘ing John on this email $o you can reply to us both al the same time. John Peters CEO http:/1140w.blu140.mail.live.com/mail PrintShell.aspx?type=message&cpids=ab5e70Ra-S... -18 - FIRST AMENDED COMPLAINT 46/209") rs Windows Live Hotmail Print Message Page 3 of 3 Anagran 580 N. Pastoria Ave. 4 Sunnyvale, CA 94085, 5 {408} 701-0880 xT 6165 (408) 250-4960 (Cetl) 26 hitp//b11 40w.blul 40. mail.tive.com/mail-PrintShell. aspx*type=message&cpids=abSe708a-5... 4/6/2009 -19- FIRST AMENDED COMPLAINT