Case 2:06-cv-03731-GHK -SH Document 403 Filed 01/19/12 Page 1 of 31 Page ID #:13502

1 ROBBINS GELLER RUDMAN & DOWD LLP 2 DARREN J. ROBBINS (168593) RANDALL J. BARON (150796) 3 ELLEN GUSIKOFF STEWART (144892) DAVID T. WISSBROECKER (243867) 4 EUN JIN LEE (264208) 655 West Broadway, Suite 1900 5 San Diego, CA 92101 6 619/231-7423 (fax) darrenrrgrdlaw. corn randybrgrdlaw.corn elleng(rgrdlaw. corn 8 dwissbroeckerrgrdlaw. corn elee@rgrdlaw.com 9 Lead Counsel for Plaintiff 10 11 12 13 14
Telephone: 619/231-1058
E-FILED 01/19/2012

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION No. 2:06-cv-0373 1-GHK-SH CLASS ACTION [PROPOSED] ORDER PROVIDING FOR SUPPLEMENTAL NOTICE DATE: Submitted Matter TIME: Submitted Matter CTRM: The Honorable George H. King

JIM BROWN, Individually and On 15 Behalf of All Others Similarly Situated, 16 17 19 20 21 22 23 24
25
VS.

Plaintiff,

18 BRETT C. BREWER, et al., Defendants.

26 27 28
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1

WHEREAS, a class action is pending before the Court entitled

Brown v.

2 IBrewer, et al., No. 2:06-cv-03731-GH1K-SH ("Action"); 3 WHEREAS, the Court has received the proposed Notice of Revised Plan of 4 Allocation and Revised Proof of Claim and Release (the "Revised Notice") and the

5 Revised Proof of Claim and Release form (the "Claim Form"), and the Court has
6 I reviewed those documents; and NOW, THEREFORE, IT IS HEREBY ORDERED: 8 1. Plaintiff’s Lead Counsel is authorized to act on behalf of the Class with

9 I respect to all acts required by, or which may be undertaken pursuant to, the Amended 10 Stipulation of Settlement ("Stipulation") or such other acts that are reasonably 11 necessary to consummate the proposed settlement set forth in the Stipulation. 12 2. The Court approves, as to form and content, the Revised Notice annexed

13 as Exhibit A hereto and the Claim Form annexed as Exhibit B hereto and finds that the 14 mailing and distribution of the Revised Notice and Claim Form substantially in the

15 manner and form set forth in ¶3 of this Order meet the requirements of Federal Rule of
16 Civil Procedure 23 and due process, and is the best notice practicable under the 17 circumstances and shall constitute due and sufficient notice to all Persons entitled 18 thereto. 19 3. Gilardi & Co. LLC ("Claims Administrator") shall supervise and

20 administer the notice procedure as well as the processing of claims as more fully set 21 forth below: 22 (a) The Claims Administrator shall, not later than January 27, 2012

23 (the "Notice Date"), cause a copy of the Revised Notice and the Claim Form 24 substantially in the forms annexed as Exhibits A and B hereto to be mailed by First-

25 Class Mail to all Class Members who can be identified with reasonable effort;
26 (b) Not later than January 27, 2012, the Claims Administrator shall 27 cause the Revised Notice and Claim Form to be posted on their website at 28 www.gilardi.com ; and
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(c) Not later than March 12, 2012, Plaintiff’s Lead Counsel shall cause

2 Ito be served on Defendants’ Counsel and filed with the Court proof, by affidavit or 3 declaration, of such mailing and posting.
4

4.

Nominees who held Intermix common stock for the beneficial ownership

5 of Class Members during the Class Period shall send the Revised Notice to all 6 beneficial owners of such securities within ten (10) days after receipt thereof, or send 7 a list of the names and addresses of such beneficial owners to the Claims

8 Administrator within ten (10) days of receipt thereof, in which event the Claims 9 Administrator shall promptly mail the Revised Notice to such beneficial owners. 10 Plaintiff’s Counsel shall, if requested, reimburse banks, brokerage houses, or other 11 nominees solely for their reasonable out-of-pocket expenses incurred in providing 12 notice to beneficial owners who are Class Members out of the Settlement Fund, which 13 expenses would not have been incurred except for the sending of such notice, subject 14 to further order of this Court with respect to any dispute concerning such
15 I compensation.

16

5.

Class Members who have not timely and validly excluded themselves in

17 accordance with the Notice of Pendency of Class Action mailed to former Intermix 18 shareholders in November and December 2009 may complete and submit Claim 19 Forms in accordance with the instructions contained therein. Unless the Court orders 20 otherwise, all Claim Forms must be postmarked no later than March 15, 2012. Any 21 Class Member who does not submit a Claim Form within the time provided for shall 22 be barred from sharing in the distribution of the proceeds of the Settlement Fund, 23 unless otherwise ordered by the Court. Notwithstanding the foregoing, Plaintiff’s 24 Lead Counsel shall have discretion to accept late-submitted claims for processing by
25 the Claims Administrator so long as the distribution of the Settlement Fund is not

26 materially delayed thereby. Class Members who have previously submitted Proof of 27 Claim and Release forms need not do so again. 28
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6.

Any member of the Class may show cause, if he, she or it has any, why

2 the revised Plan of Allocation should or should not be approved, provided, however, 3 that no Class Member shall be heard or entitled to contest such matters, unless that 4 Class Member has, on or before February 27, 2012, filed with the Clerk for the United 5 States District Court for the Central District of California, Western Division, and 6 served (by hand, first class mail, or express service) on Robbins Geller Rudman & 7 Dowd LLP, Ellen Gusikoff Stewart, 655 W. Broadway, Suite 1900, San Diego, CA 8 92101 the following: (i) a written notice of objection that includes the Class Member’s 9 name, address and telephone number, along with a representation as to whether they 10 intend to appear at the Settlement Hearing; (ii) proof that he, she or it is in fact a 11 member of the Class; and (iii) a statement of the objection to the revised Plan of 12 Allocation, the grounds therefore, as well as all documents or writings the Class 13 Member desires the Court to consider. Any Person who does not make his, her or its 14 objection in the manner provided shall be deemed to have waived such objection and 15 shall forever be foreclosed from making any objection to the fairness or adequacy of 16 the revised Plan of Allocation, unless otherwise ordered by the Court. 17 7. A hearing (the "Settlement Hearing") shall be held before the Court on

18 March 19, 2012, at 9:30 a.m., at the United States District Court, Central District of 19 California, 255 East Temple Street, Room 650, Los Angeles, California 90012, to 20 determine whether the proposed settlement of the Action on the terms and conditions 21 provided for in the Stipulation is fair, reasonable, and adequate to the Class and should 22 be approved by the Court; whether a Judgment as provided in ¶1.16 of the Stipulation 23 should be entered herein; whether the proposed Revised Plan of Allocation should be 24 approved by the Court; to determine the amount of attorneys’ fees and expenses that 25 should be awarded to Plaintiffs Lead Counsel; and whether the expenses to Lead 26 Plaintiff should be reimbursed. The Court may adjourn the Settlement Hearing 27 without further notice to members of the Class. 28
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8.

All reasonable expenses incurred in identifying and notifying Class

2 Members, as well as administering the Settlement Fund, shall be paid as set forth in 3 the Stipulation. In the event the settlement is not approved by the Court, or otherwise 4 fails to become effective, neither Plaintiff nor Plaintiffs Counsel shall have any 5 obligation to repay any amounts reasonably incurred or properly disbursed from the 6 Settlement Fund pursuant to ¶J3 .6 or 3.7 of the Stipulation. 7 8 9 I DATED: 10 11 12 13 14 15 1F.i 17 18 19 20 21 22 23 24 25 26 27 28
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IT IS SO ORDERED.
1/18/12

THE HONORABLE GEORGE H. KING UNITED STATES DISTRICT JUDGE

IEAE

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CERTIFICATE OF SERVICE I hereby certify that on January 18, 2012, I authorized the electronic filing of the foregoing with the Clerk of the Court using the CM/ECF system which will send notification of such filing to the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I caused to be mailed the foregoing document or paper via the United States Postal Service to the nonCM/ECF participants indicated on the attached Manual Notice List. I certify under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on January 18, 2012.

s/ Ellen Gusikoff Stewart ELLEN GUSIKOFF STEWART ROBBINS GELLER RUDMAN & DOWD LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 Telephone: 619/231-1058 619/231-7423 (fax) E-mail: elleng@rgrdlaw.com

CM/ECF -2:06-cv-03731-GHK -SH Document 403 Filed 01/19/12 Page 7 of 31 Page IDof Case California Central DistrictPage 1 #:13508

Mailing Information for a Case 2:06-cv-03731-GHK -SH
Electronic Mail Notice List
The following are those who are currently on the list to receive e-mail notices for this case. Randall J Baron randybrgrdlaw.com ,e_fi1e_sdrgrdlaw.com Michael A Bowse mbowsebgrfirm.com ,khallbgrfirm.com Rebecca M Couto rebeccamcoutogmai1.com Asheley G Dean asheley.deanhoganlovells.com ,mae.chesterhoganlovells.com ,LADocketinghoganlovells.com ,LA-Recordshoganlovells.com Eric M George egeorgebgrfirm.com ,cbonillabgrfirm.com Christy W Goodman c.w.goodman@sbcglobal.net Ellen Anne Gusikoff Stewart elleng@rgrdlaw.com ,e_flle_sd@rgrdlaw.com Bety Javidzad betyjavidzad@hoganlovells.com ,LA-Docketing@hoganlovells.com Stephen M Knaster sknaster@orrick.com James N Kramer jkramer@orrick.com ,jthompson@orrick.com Amy A Laughlin alaughlin@orrick.com Teodora Manolova tmanolovagoodwinprocter.com Elizabeth A Moriarty elizabeth.moriartyhoganlovells.com ,bea. gonca1veshoganlovells.com ,cmeliashhlaw.com Stephen J Oddo soddo@robbinsumeda.com

6
https ://ecf.cacd.uscourts.gov/cgi-binlMailList.pl?2840 113 72252548-L_5 5 5_O- 1 1/17/2012

Case California Central DistrictCM/ECF -2:06-cv-03731-GHK -SH Document 403 Filed 01/19/12 Page 8 of 31 Page IDof 2 Page 2 #:13509 Pamela S Palmer pamela.palmer@lw.com Darren J Robbins e_file_sdrgrdlaw.com Julie A Shepard jshepardjenner.com George A Shohet georgeshohet@gmail.com Richard Lee Stone rstone@jenner.com Michael D Torpey mtorpey@orrick.com David T Wissbroecker dwissbroeckerrgrdlaw.com ,e_file_sdrgrdlaw.com Manual Notice List The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore require manual noticing). You may wish to use your mouse to select and copy this list into your word processing program in order to create notices or labels for these recipients.
Erin Bansal Orrick Herrington and Sutcliffe 405 Howard Street San Francisco, CA 94105 Brad Greenspan 264 South La Cienega Suite 1216 Beverly Hills, CA 90211

7
https://ecf.cacd.uscourts.gov/cgi-bin/MailList.pl?2840 11 372252548-L_555_0- 1 1/17/2012

Case 2:06-cv-03731-GHK -SH Document 403 Filed 01/19/12 Page 9 of 31 Page ID #:13510

INDEX OF EXHIBITS TO [PROPOSED] ORDER PROVIDING FOR SUPPLEMENTAL NOTICE

DOCUMENT Notice of Revised Plan of Allocation and Revised Proof of Claim and Release Revised Proof of Claim and Release

EXHIBIT A

LE

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EXHIBIT A

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1 ROBBINS GELLER RUDMAN & DOWD LLP DARREN J. ROBBINS (168593) 2 RANDALL J. BARON (150796) 3 ELLEN GUSIKOFF STEWART (144892) DAVID T. WISSBROECKER (243867) 4 EIJN JIN LEE (264208) 655 West Broadway, Suite 1900 5 San Diego, CA 92101 Telephone: 619/231-1058 6 619/231-7423 (fax) darrenr@rgrdlaw. corn 7 randybrgrd1aw. corn e1leng(rgrdlaw. corn 8 dwissbroecker@rgrdlaw. corn elee@rgrdlaw.com 9 Lead Counsel for Plaintiff 10
11

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION No. 2:06-cv-0373 1-GHK-SH CLASS ACTION NOTICE OF REVISED PLAN OF ALLOCATION AND REVISED PROOF OF CLAIM AND RELEASE EXHIBIT A

12 13

14 JIM BROWN, Individually and On Behalf of All Others Similarly Situated, 15 Plaintiff, 16
VS.

17 18 19
NO

BRETT C. BREWER, et al., Defendants.

21 22 23 24 25 26 27 28
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1 TO: ALL PERSONS AND ENTITIES WHO HELD THE COMMON STOCK OF INTERMIX MEDIA, INC. ("INTERMIX") AT ANY TIME FROM JULY 18 5 2 2005 (THE DATE THAT THE ACQUISITION OF INTERMIX BY THE NEWS CORPORATION FOR $12 PER SHARE (THE "ACQUISITION") 3 WAS PUBLICLY ANNOUNCED) THROUGH AND INCLUDING 4 SEPTEMBER 30, 2005 (THE CLOSING DATE OF THE ACQUISITION) WHO WERE HARMED BY DEFENDANTS’ IMPROPER CONDUCT AT 5 ISSUE IN THE LITIGATION ("CLASS MEMBERS"). 6 PLEASE READ THIS NOTICE CAREFULLY. 7 8 YOU ARE HEREBY NOTIFIED that the Court in the above-captioned 9 litigation had the authority to order the Parties to revise the Plan of Allocation of the 10 Net Settlement Fund, and the Court has exercised that authority. Plaintiff has revised 11 the Plan of Allocation so that the Net Settlement Fund will be allocated as follows: 12 1. Definitions 13 14 A. Settlement Amount "Settlement Amount" means $45 million in cash paid into an interest-

15 bearing escrow account for the benefit of the Class. B. Settlement Fund 16 17 "Settlement Fund" means the fund consisting of the Settlement Amount 18 deposited in the escrow account plus any interest or other income earned thereon. Net Settlement Fund C. 19 20 "Net Settlement Fund" means the Settlement Fund less all taxes, 21 attorneys’ fees, expert fees, notice and administration costs, and any other expenses 22 approved by the Court. 23 24 D. Authorized Claimants "Authorized Claimants" means those members of the Class that file a

25 valid Proof of Claim and Release in the proper format in timely fashion that is 26 approved by the Court pursuant to a Court-ordered plan of allocation for payment 27 from the Net Settlement Fund. Any person, firm, trust, corporation, partnership, 28 limited liability company, or other entity holding Intermix stock on behalf or for the
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I

1 benefit of any Defendant or any other person or entity excluded from the Class shall 2 not be an Authorized Claimant with respect to the Intermix shares so held. 3, 4, E. Held Shares "Held Shares" means Intermix stock held by a member of the Class on

5 July 18, 2005 and exchanged for the Acquisition consideration on or after September
6 30, 2005. 7

F.

Sold Shares "Sold Shares" means Intermix stock held by members of the Class on

8

9 July 18, 2005 and sold prior to September 30, 2005. 10 If a Class Member has more than one transaction in Intermix stock during

11 the Class Period, all transactions shall be matched on a first-in, first-out ("FIFO") 12 basis. Class Period sales will be matched first against any Intermix stock held on July 13 18, 2005, and then against purchases made after July 18, 2005 in chronological order, 14 beginning with the earliest purchase made during the Class Period.
15 2.

Allocation Formula The "Payment Amount" for each Authorized Claimant will be determined by

16

17 the Authorized Claimant’s pro-rata share of the Net Settlement Fund. If a Payment 18 Amount calculates to less than $10.00, it will not be included in the calculation and it 19 will not be distributed. 20 The Payment Amount for each Authorized Claimant shall be allocated as

21 I follows: 22 Held Shares: 84% of the Net Settlement Fund shall be distributed to Held

23 Shares on a pro-rata basis. 24 Sold Shares: 16% of the Net Settlement Fund shall be distributed to Sold

25 Shares on a pro-rata basis.

26

The Court has approved sending notice of this revised Plan of Allocation to

27 Class Members. 28
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1

THE CLASS IS DEFINED AS ALL PERSONS AND ENTITIES WHO HELD

2 THE COMMON STOCK OF INTERMIX AT ANY TIME FROM JULY 18, 2005 3 (THE DATE THAT THE ACQUISITION OF INTERMIX BY THE NEWS

4 CORPORATION FOR $12 PER SHARE (THE "ACQUISITION") WAS PUBLICLY 5 ANNOUNCED) THROUGH AND INCLUDING SEPTEMBER 30, 2005 (THE
6 CLOSING DATE OF THE ACQUISITION) WHO WERE HARMED BY

7 DEFENDANTS’ IMPROPER CONDUCT AT ISSUE IN THE LITIGATION.
8

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR

9 I RIGHTS WILL BE AFFECTED BY THE PENDING SETTLEMENT, AND YOU 10 I MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUND. The Judgment 11 provides, among other things, that all Class Members are releasing and waiving all 12 Settled Claims and will be barred from prosecuting any and all Settled Claims.

13

If you have not yet received the Revised Proof of Claim and Release form (the Intermix Shareholder Litigation Claims Administrator do Gilardi & Co. LLC [Insert Address] Copies of the Claim Form may also be downloaded from the Claims Administrator’s website at www.gilardi.com . If you are a Class Member, in order to be eligible to share in the distribution of the Net Settlement Fund, you must submit a Claim Form no later than March 15, 2012. If you previously submitted a Proof of Claim and Release form, it is not necessary for you to resubmit one. Any objections to the proposed revised Plan of Allocation must be filed with the Court and delivered to Plaintiff’s Lead Counsel no later than February 27, 2012. The Court will not entertain any objections to the proposed Settlement or to Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses or to an award to Plaintiff Jim Brown.

14 "Claim Form"), you may obtain copies of it by contacting the Claims Administrator:
15

16 17 18 19 20 21 22 23 24
25

26 27 28

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The Court will hold a Settlement Hearing at 9:30 a.m. on March 19,2012, at the

2 Edward R. Roybal Federal Building and United States Courthouse, 255 East Temple 3 Street, Room 650, Los Angeles, CA 90012. At the Settlement Hearing, the Court will

4 also consider the proposed Revised Plan of Allocation for the proceeds of the 5 Settlement and the application of Plaintiff’s Lead Counsel for attorneys’ fees and 6 expenses. 7
If you are a Class Member and did not timely and validly exclude yourself in 8 accordance with the Notice of Pendency of Class Action mailed to former Intermix

9 shareholders in November and December 2009, you will be bound by any Judgment
10 entered in the Action, whether or not you make a Claim. If you are a Class Member 11 and do not submit a proper Claim Form, you will not share in the Settlement Fund but 12 you will nevertheless be bound by the Judgment of the Court. 13 PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE

14 I REGARDING THIS NOTICE. Inquiries, other than requests for the Claim Form,

15 I may be made to Plaintiff’s Lead Counsel:
16 17 18 19 20 21 22 23 24 Ellen Gusikoff Stewart, Esq. ROBBINS GELLER RUDMAN & DOWD LLP 655 West Broadway, Suite 1900 San Diego, CA 92101 (619) 231-1058 Further information may be obtained by contacting the Claims Administrator. By Order of The Court

25
26 27 28
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EXHIBIT B

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1 ROBBINS GELLER RUDMAN & DOWD LLP DARREN J. ROBBINS (168593) 2 RANDALL J. BARON (15 07916 ELLEN GUSIKOFF STEWART(144892) 3 DAVID T. WISSBROECKER (243867) EUN J1N LEE (264208) 4 655 West Broadway, Suite 1900 5 San Diego, CA 92101 Telephone: 619/231-1058 6 619/231-7423 (fax) darrenrrgrdlaw. corn rand ybrgrdlaw. corn 7 e11engrgrd1aw.corn "roecker@rgrdlaw.com 8 dwiss% elee@rgrdlaw.com 9 Lead Counsel for Plaintiff 10 UNITED STATES DISTRICT COURT 12 13 CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION No. 2:06-cv-03731-GFIK-SH CLASS ACTION REVISED PROOF OF CLAIM AND RELEASE EXHIBIT B

14 JIM BROWN, Individually and On Behalf of All Others Similarly Situated, 15 Plaintiff, 16
VS.

17 18 19 20 21 22 23 24
25

BRETT C. BREWER, et al., Defendants.

26 27 28
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1 2

PROOF OF CLAIM AND RELEASE DEADLINE FOR SUBMISSION: MARCH 15, 2012.

3 11. GENERAL INSTRUCTIONS 4 1. It is important that you completely read and understand the Notice of 5 Revised Plan of Allocation and Revised Proof of Claim and Release (the "Revised 6 Notice") that accompanies this Revised Proof of Claim and Release and the Revised 7 Plan of Allocation of the Net Settlement Fund included therein (the "Revised Plan of 8 Allocation"). The Revised Notice describes the manner in which the Net Settlement 9 Fund will be distributed. By signing and submitting this Proof of Claim and Release, 10 you will be certifying that you have read and that you understand the Revised Notice. 11 2. If you previously submitted a Proof of Claim and Release form, you need TO PARTICIPATE IN THE SETTLEMENT, YOU MUST MAIL 12 I not do so again. 13 3. 14 I YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE, BY 15 FIRST-CLASS MAIL, POSTAGE PREPAID, POSTMARKED ON OR BEFORE 16 MARCH 15, 2012, ADDRESSED TO: 17 18 19 20 4. Intermix Shareholder Litigation Claims Administrator do Gilardi & Co. LLC [Insert Address] This Revised Proof of Claim and Release is directed to all persons and

21 entities who held the common stock of Intermix Media, Inc. ("Intermix") at any time 22 from and including July 18, 2005 (i.e., the date that the acquisition of Intermix by The 23 News Corporation ("News Corp.") for $12 per share (the "Acquisition") was publicly 24 announced) through and including September 30, 2005 (i.e., the closing date of the 25 Acquisition) who were harmed by Defendants’ improper conduct at issue in the 26 litigation (the "Class"). Excluded from the Class are Defendants and any Affiliated 27 Person of any Defendant, as well as Brad Greenspan, any trusts or entities in which he 28
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1 is an owner, trustee or beneficiary, and any Intermix shares held by any Person or 2 entity over which Mr. Greenspan has or had direct or indirect control. Also excluded 3 from the Class are any putative Class Members who timely and validly excluded 4 I themselves in accordance with the Notice of Pendency of Class Action mailed to
5 I former Intermix shareholders in November and December 2009. 6 5.

"Class Member" means any person who is included in the definition of

7 I the Class and who did not timely submit a proper request for exclusion in accordance 8 with requirements set forth in the Notice of Pendency of Class Action previously sent 9 Ito Class Members. 10 6. "Affiliated Person" means the members of the immediate families of 11 I each Defendant and the respective heirs, administrators, executors and assigns of each 12 I Defendant. 13 7. "Authorized Claimant" means a Class Member who timely submits to the 14 I Claims Administrator a valid Proof of Claim and Release pursuant to the terms of the 15 Stipulation that is approved for payment from the Net Settlement Fund. 16 8. IF YOU ARE NOT A CLASS MEMBER, OR IF YOU, OR SOMEONE

17 ACTING ON YOUR BEHALF, FILED A REQUEST FOR EXCLUSION FROM 18 THE CLASS, DO NOT SUBMIT A PROOF OF CLAIM AND RELEASE. YOU 19 MAY NOT, DIRECTLY OR INDIRECTLY, PARTICIPATE IN THE 20 SETTLEMENT IF YOU ARE NOT A CLASS MEMBER. THUS, IF YOU HAVE 21 FILED A REQUEST FOR EXCLUSION IN A TIMELY MANNER, ANY PROOF 22 OF CLAIM AND RELEASE THAT YOU SUBMIT, OR WHICH MAY BE 23 SUBMITTED ON YOUR BEHALF, WILL NOT BE ACCEPTED. 24 9. To recover as a Class Member, you must complete and sign this Proof of

25 Claim and Release and mail it to the Claims Administrator postmarked on or before

March 15, 2012. If you fail to file a timely, properly addressed, and completed Proof 27 of Claim and Release, your claim may be rejected and you may be precluded from

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1 receiving any distribution from the Net Settlement Fund, but you will nevertheless be 2 bound by the terms of the Judgment. 3 10. Submission of this Proof of Claim and Release does not ensure that you 4 I will share in the Net Settlement Fund. Distributions from the Net Settlement Fund are 5 I governed by the Plan of Allocation approved by the Court. The Revised Plan of 6 lAllocation is included in the Revised Notice. 7 11. If you have questions concerning this Proof of Claim and Release, or 8 I need additional copies of this Proof of Claim and Release or the Revised Notice, you 9 I may contact the Claims Administrator, Gilardi & Co. LLC, at the above address or by 10 toll-free phone at or you can e-mail your inquiries through or 11 download the documents from the Claims Administrator’s internet website, 12 www.gilardi.com . 13 12. If you are a Class Member and you did not timely and validly exclude

14 yourself in accordance with the Notice of Pendency of Class Action mailed to former 15 Intermix shareholders in November and December 2009, and if the Court approves the 16 Settlement, you will be bound by the terms of any orders and judgments that the Court 17 enters. You will be bound by such orders and judgments whether or not you submit a 18 Proof of Claim and Release. The judgment enjoins the filing or continued prosecution 19 of Settled Claims, and also releases the Settled Claims against the Released Persons, 20 including those that are subject to pending lawsuits or arbitrations. 21 13. You are required to submit genuine and sufficient documentation for (i)

22 all shares of Intermix common stock you held or sold at any time from and including 23 July 18, 2005 through and including September 30, 2005; and (ii) all shares of 24 Intermix common stock that you tendered in the Acquisition for $12 in cash per share. 25 Broker confirmations or other documentation of your holdings should be attached to 26 this Proof of Claim and Release. IF SUCH DOCUMENTS ARE NOT IN YOUR 27 POSSESSION, PLEASE OBTAIN COPIES OR EQUIVALENT 28 CONTEMPORANEOUS DOCUMENTS FROM YOUR BROKER. FAILURE TO
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I SUPPLY THIS DOCUMENTATION MAY RESULT IN REJECTION OF YOUR I CLAIM. DO NOT SEND ORIGINAL STOCK CERTIFICATES. 14. All joint holders of Intermix common stock must each sign this Proof of I Claim and Release.
5 15.

Agents, executors, administrators, guardians, and trustees must complete

6 and sign the Proof of Claim and Release on behalf of persons represented by them and

7 1 they must: 8 9 (a) expressly state the capacity in which they are acting; (b) identify the name, account number, Social Security Number (or

10 taxpayer identification number), address and telephone number of the beneficial 11 owner of (or other person or entity on whose behalf they are acting with respect to) the 12 Intermix common stock; and 13 (c) furnish herewith evidence of their authority to bind to the Proof of

14 Claim and Release the person or entity on whose behalf they are acting. (Authority to
15 complete and sign a Proof of Claim and Release cannot be established by stockbrokers

16 only demonstrating that they have discretionary authority to trade stock in another’s 17 accounts.) 18 16. By submitting a signed Proof of Claim and Release, you will be swearing

19 that you: 20 (a) own(ed) the Intermix common stock you have listed in the Proof of

21 Claim and Release; or 22 23 thereof. 24 17. By submitting a signed Proof of Claim and Release, you will be swearing (b) are expressly authorized to act on behalf of the beneficial owner(s)

25 to the truth of the statements contained therein and the genuineness of the documents

26 attached thereto, subject to penalties of perjury under the laws of the United States of 27 America. The making of false statements, or the submission of forged or fraudulent 28
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1 documentation, will result in the rejection of your claim and may subject you to civil 2 liability or criminal prosecution. 3 NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large 4 holdings of Intermix common stock may request, or may be requested, to submit information regarding their holdings in electronic files. All Claimants MUST submit a manually signed paper Proof of Claim and Release form listing all their holdings, 7’ whether or not they also submit electronic copies. If you wish to file your claim 8 electronically, you must contact the Claims Administrator at , or visit its

9 website www.gilardi.com , to obtain the required file layout. No electronic files will 10 be considered to have been properly submitted unless the Claims Administrator issues 11 to the Claimant a written acknowledgment of receipt and acceptance of electronically 12 submitted data. 13 IEM 15 16 17 18 19 20 21 22 23 24 25 26 27 28
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Intermix Corporation Shareholder Litigation PART I: CLAIMANT IDENTIFICATION Beneficial Owner’s Name (First, Middle, Last) / Joint Owner’s Name

Street Address

City

State

Zip Code

Foreign Province

Foreign Country (Work)

Area Code

Telephone Number (Home)

Area Code

Telephone Number

Social Security Number or

Taxpayer Identification Number

Record Owner’s Name (if different from beneficial owner listed above) Check appropriate box (check only one box):

o o o

Individual/Sole Proprietor 0 Corporation 0 IRA 0

Joint Owners 0 Pension Plan Partnership 0 Trust Other (describe:__________________________

NOTE: Separate Proofs of Claim should be submitted for each separate legal entity (e.g., a claim from Joint Owners should not include separate holdings of just one of the Joint Owners, an Individual should not combine his or her IRA holdings with holdings solely in the Individual’s name). Conversely, a single Proof of Claim should be submitted on behalf of one legal entity including all holdings of that entity no matter how many separate accounts that entity has
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(e.g., a Corporation with

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multiple brokerage accounts should include all holdings of Intermix common stock at any time between July 18, 2005 and September 30, 2005) on one Proof of Claim, no matter how many accounts hold Intermix common stock.

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PART II: SCHEDULE OF SHARES OF INTERMIX COMMON STOCK HELD OR SOLD AT ANY TIME FROM AND INCLUDING JULY 18, 2005 THROUGH AND INCLUDING SEPTEMBER 30, 2005 AND/OR TENDERED IN THE ACQUISITION FOR $12 IN CASH PER SHARE A. B. Number of shares of Intermix common stock held on July 18, 2005: (Be sure to attach the required documentation.) Number of shares of Intermix common stock sold during the period from . (Be sure to attach

7 July 18, 2005 through September 30, 2005: 8 the required documentation.)
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C.

Number of shares of Intermix common stock tendered in the Acquisition . (Be sure to attach the required

10 for $12 in cash per share: 11 documentation.) IpI 13 14 15 16 17 18 19 20 21 23 24
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YOU MUST ALSO READ AND SIGN THE RELEASE ON PAGE

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1 2 I Definitions 3

PART III: RELEASE OF CLAIMS AND SIGNATURE

For the purpose of the Proof of Claim, defined terms have the following

4 I meanings. (Other defined terms have the meanings given them in the Amended 5 I Stipulation of Settlement dated February 4, 2011 (the "Stipulation")). 6 "Effective Date" means the date the Judgment becomes Final (as defined in 7 I ¶1.15 of the Stipulation). 8 "Judgment" means the Order or Orders entered by the Court, if and upon 9 approval of the Settlement, dismissing the Action with prejudice and without costs to 10 any Released Person (except to the extent awarded by the Court), releasing all Settled 11 Claims as against the Released Persons, and enjoining Class Members from 12 instituting, continuing or prosecuting any action asserting any Settled Claims against 13 any Released Person. 14 "Released Persons" means Defendants and their respective immediate families,

15 insurers, attorneys (whether Defendants’ Counsel or otherwise), advisors (including, 16 but not limited to, the investment banks, Thomas Weisel Partners and Montgomery & 17 Co.), legal representatives, heirs, executors, administrators, agents, and any and all of 18 their successors and assigns, as well as News Corporation and its affiliates, 19 VantagePoint Venture Partners, VP Alpha Holdings IV L.L.C., VantagePoint Venture 20 Partners IV (Q) L.P., VantagePoint Venture Partners IV L.P., VantagePoint Venture 21 Partners IV Principals Fund L.P., all other VantagePoint related funds and entities, 22 and all current and former general and limited partners, members, principals, officers, 23 directors, employees, agents, advisors, accountants, auditors, affiliates, predecessors, 24 successors, parents, subsidiaries, divisions, assigns, and attorneys for any 25 VantagePoint related fund or entity. 26 "Settled Claims" means any and all claims (including any "Unknown Claims"

27 as defined below), demands, losses, rights, causes of action, liabilities, obligations, judgments, suits, matters and issues of any kind or nature whatsoever for any remedy,
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1 including damages, or injunctive relief that have been asserted, could have been 2 asserted, or could be asserted in the future by any Class Member in the Action or in 3 any court, tribunal, forum or proceeding (including, but not limited to, any claims 4 arising under federal, state or foreign law, common law, statute, rule, or regulation 5 relating to alleged fraud, breach of any duty, negligence, violation of the federal 6 securities law, or otherwise, and including all claims within the exclusive jurisdiction 7 of the federal courts), whether individual, class, direct, derivative, representative, 8 legal, equitable or any other type or in any other capacity, against the Released 9 Persons (or any of them) that have arisen, could have arisen, arise now or hereafter 10 arise from, or relate in any manner to, the allegations, conduct, facts, events, 11 transactions, acts, occurrences, statements, representations, omissions or any other 12 matter, thing or cause whatsoever, referred to by, set forth in, or arising out of the 13 Acquisition, (ii) the Proxy, (iii) any pleading filed in the Action that purports to assert 14 any claim, all of which are incorporated herein, and (iv) any allegations made in the 15 Action, whether such allegations were set forth in a pleading filed with the Court or 16 otherwise. Settled Claims do not include any claims (i) of any stockholder who has 17 validly opted out of the Settlement, or (ii) arising from the performance or non18 performance of the Settlement terms. 19 "Unknown Claims" means any and all Settled Claims that Plaintiff or any Class

20 Member does not know or suspect to exist in his, her or its favor at the time of the 21 release of the Released Persons, and any and all Released Persons’ Claims that any 22 Released Person does not know or suspect to exist in his, her or its favor, which if 23 known by him, her or it might have affected his, her or its decision(s) with respect to 24 the Settlement. With respect to any and all Settled Claims and any and all Released 25 Persons’ Claims, the parties stipulate and agree that upon the Effective Date, Plaintiff 26 and Defendants shall expressly waive, and every other Class Member and every other 27 Released Person shall be deemed to have waived, and by operation of the Judgment 28 shall have expressly waived, any and all provisions, rights and benefits conferred by
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1 I any law of any state or territory of the United States, or principle of common law, that 2 is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides: 3 4 5 6 A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

7 Plaintiff and Defendants acknowledge, and every other Class Member and every other 8 Released Person by operation of law shall be deemed to have acknowledged, that the 9 inclusion of "Unknown Claims" in the definition of Settled Claims and Released 10 Persons’ Claims was separately bargained for and was a material element of the 11 Settlement. 12 The Release 13 I (We) understand and acknowledge that without further action by anyone, on 14 and after the Effective Date, each Class Member, including Class Members who have 15 pending or later initiate any other actions, arbitrations, or other proceedings against 16 Defendants or any other Released Person relating to the Settled Claims, on behalf of 17 themselves, their heirs, executors, administrators, predecessors, successors, and 18 assigns, for good and sufficient consideration, the receipt and adequacy of which are 19 hereby acknowledged, shall be deemed to have, and by operation of law and of the 20 Judgment shall have fully, finally, and forever released, relinquished, settled, and 21 discharged all Settled Claims against each and every one of the Released Persons, 22 including such Settled Claims as already may have been asserted in any pending 23 actions, arbitrations, or other proceedings, and whether or not a Proof of Claim and 24 Release is executed and delivered by, or on behalf of, such Class Member. 25 26 SIGNATURE AND CERTIFICATIONS By signing and submitting this Proof of Claim and Release, the Claimant(s) or

27 the person(s) who represents the Claimant(s) certifies, as follows: 28
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1

1.

that the Claimant(s) is a (are) Class Member(s), as defined in the Revised

2 Notice; 3 2. that I (we) have read and understand the contents of the Revised Notice that I (we) are not acting for any of the Defendants, nor am I (are we)

4 and the Proof of Claim; 5 3. 6 such a Defendant or otherwise excluded from the Class; 7 4. that I (we) have not filed a request for exclusion from the Class and that I 8 (we) do not know of any request for exclusion from the Class filed on my (our) behalf
9 with respect to my (our) holdings of Intermix common stock; 10 11

5.

that I (we) own(ed) the Intermix common stock identified in the Proof of

Claim, or that, in signing and submitting this Proof of Claim, I (we) have the authority

12 to act on behalf of the owner(s) thereof; 13 6. that Claimant(s) may be entitled to receive a distribution from the Net 14 I Settlement Fund; 15 7. that Claimant(s) desires (desire) to participate in the Settlement described 16 in the Notice of Settlement of Class Action and the Revised Notice and agrees (agree) 17 to the terms and conditions thereof 18 8. that I (we) submit to the jurisdiction of the United States District Court

19 for the Central District of California for purposes of investigation and discovery with

20 respect to this Proof of Claim; 21
9.

that I (we) agree to furnish such additional information with respect to

22 this Proof of Claim as the parties or the Court may require; 23 10. that I (we) waive trial by jury, to the extent it exists, and agree to the

24 Court’s summary disposition of the determination of the validity or amount of the 25 claim made by this Proof of Claim; and 26 11. that I (we) certify that I am (we are) not subject to backup withholding

27 under the provisions of Section 3406(a)(1)(c) of the Internal Revenue Code. 28
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NOTE: If you have been notified by the Internal Revenue Service that you are

2 subject to backup withholding, please strike the language that you are not subject to 3 backup withholding in the certification above. The Internal Revenue Service does not 4 require your consent to any provision other than the certification required to avoid 5 backup withholding. 6 I (We) declare, under penalty of perjury under the laws of the United States of 7 America, that the statements made and answers given in this Proof of Claim are true 8 and correct and that the documents submitted herewith are true and genuine. 9 10 11 Signature of Claimant 12 13

I Print Name of Claimant

Date

14 15 Signature of Joint Claimant, if any 16 17 Print Name of Joint Claimant 18 19

Date

If Claimant is other than an individual, or is not the person completing this form, the following also must be provided:

20 Signature of Person Completing Form 21 22 Print Name of Person Completing Form 23 Date

24 Capacity of Person Signing (Executor, President, Trustee, etc.) 25 26 27 28
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3, form.

REMINDER CHECKLIST 1. Please sign the Certification Section of the Proof of Claim and Release

4 5 sign. 6 7 8

2.

If this Claim is being made on behalf of Joint Claimants, then both must

3. 4. 5.

Please remember to attach supporting documents. DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS. Keep a copy of your Proof of Claim and Release form and all

9 documentation submitted for your records. 10 11 12
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6.

If you move, please send your new address to: Intermix Shareholder Litigation Claims Administrator do Gilardi & Co. LLC [Insert Address]

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7.

Do not use highlighter on the Proof of Claim and Release form or

15 supporting documentation. 16 17 THIS PROOF OF CLAIM MUST BE POSTMARKED NO LATER Intermix Shareholder Litigation Claims Administrator do Gilardi & Co. LLC [Insert Address] ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. 24 25 26 27 28
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18 THAN MARCH 15, 2012 AND MUST BE MAILED TO: 19 20 21 22

THANK YOU FOR YOUR PATIENCE

WEAE

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