`PARTNERS & SIMONS, INC. and
`HY CONNECT, INC.,
`
` C.A. No. 2020-0776-MTZ
`
`Plaintiffs,
`
`v.
`
`SANDBOX ACQUISITIONS, LLC,
`SANDBOX ADVERTISING, INC.,
`ALARIS ROYALTY CORP., NOVO
`ADVISORS, LLC AND CURTIS
`KRAWETZ,
`
`))))))))))))))
`
`Defendants.
`
`STIPULATION AND [PROPOSED] ORDER
`REGARDING PLAINTIFFS’ MOTION FOR DEFAULT JUDGMENT
`AGAINST DEFENDANT SANDBOX ADVERTISING, INC.
`WHEREAS, on September 11, 2020, Plaintiffs filed their Verified Complaint
`
`(the “Complaint”) against Defendants Sandbox Advertising, Inc. (“Advertising”),
`
`Sandbox Acquisitions, LLC (“Acquisitions”), Alaris Royalty Corp. (“ARC”), Novo
`
`Advisors and Curtis Krawetz.
`
`WHEREAS, Plaintiffs filed a Declaration of Service Pursuant to 10 Del. C. §
`
`3104, stating that, pursuant to 10 Del. C. § 3104, Section 8.15 of the Equity Purchase
`
`Agreement, and Article 10(a) of the Hague Convention on the Service Abroad of
`
`Judicial and Extrajudicial Documents in Civil or Commercial Matters, Nov. 15,
`
`1965, 20 U.S.T. 361, T.I.A.S. No. 6638, they caused the Complaint, Summons, and
`
`EFiled: Jun 15 2021 04:27PM EDT
`Transaction ID 66689768
`Case No. 2020-0776-MTZ
`
`
`
`accompanying papers to be sent to Advertising by registered mail, return receipt
`
`requested, on September 21, 2020. Dkt. 10.
`
`WHEREAS, to date, counsel for Advertising has not appeared in this action
`
`and Advertising has not filed a pleading or other response to the Complaint.
`
`WHEREAS, on January 7, 2021, Plaintiffs filed a Motion for Default
`
`Judgment Against Defendant Sandbox Advertising Inc. (the “Motion for Default”).
`
`Dkt. 40.
`
`WHEREAS, Plaintiffs contend that ARC and Acquisitions would be jointly
`
`and severally liable for any judgment entered against Advertising. ARC and
`
`Acquisitions contest this position.
`
`WHEREAS, ARC and Acquisitions contend, and Plaintiffs do not oppose,
`
`that a decision on the Motion for Default should await the Court’s adjudication of
`
`any of Plaintiffs’ claims in this case as to Defendants ARC and Acquisitions.
`
`IT IS HEREBY STIPULATED AND AGREED, by the parties hereto, subject
`
`to the approval of the Court, that following the entry of a final ruling in relation to
`
`any of Plaintiffs’ claims against ARC and/or Acquisitions:
`
`1. The Court will then consider and adjudicate the Motion for Default;
`
`2. ARC, Acquisitions and Plaintiffs agree that Plaintiffs shall only pursue the
`
`Motion for Default to the extent that it is consistent with the Court’s
`
`adjudication of the claims against ARC and/or Acquisitions;
`
`2
`
`
`
`3. ARC and Acquisitions will not oppose the entry of default against
`
`Advertising to the extent that it is consistent with the Court’s adjudication of
`
`the claims against ARC and/or Acquisitions;
`
`4. Plaintiffs will not seek the entry of default for claims against Advertising on
`
`which it has not prevailed against ARC and/or Acquisitions;
`
`5. Plaintiffs and ARC and Acquisitions agree to the extent that the Court enters
`
`default against Advertising, such ruling shall be subject to adjustment,
`
`including reversal, to render it consistent with any ruling on appeal of any
`
`judgment or ruling related to Plaintiffs’ claims against ARC and/or
`
`Acquisitions. For the avoidance of doubt, this shall apply to any ruling on
`
`appeal be it for Plaintiffs or for ARC and/or Acquisitions.
`
`3
`
`
`
`OF COUNSEL:
`
`Nick Gorga
`Mohamed Awan
`HONIGMAN LLP
`2290 First National Building
`660 Woodward Avenue
`Detroit, MI 48226-3506
`(313) 465-7000
`
`Nicholas Burandt
`HONIGMAN LLP
`155 North Wacker Drive
`Suite 3100
`Chicago, IL 60606-1734
`(312) 701-9322
`
`OF COUNSEL:
`
`Scott Mendeloff
`Gabriel Aizenberg
`David Repking
`GREENBERG TRAURIG, LLP
`77 West Wacker Drive
`Suite 3100
`Chicago, IL 60601
`(312) 456-8400
`
`Dated: June 15, 2021
`
`RICHARDS, LAYTON & FINGER, P.A.
`
`/s/ Matthew D. Perri
`Rudolf Koch (#4947)
`Matthew D. Perri (#6066)
`Andrew L. Milam (#6564)
`Richards, Layton & Finger, P.A.
`One Rodney Square
`920 North King Street
`Wilmington, DE 19801
`(302) 651-7700
`
`Attorneys for Plaintiffs
`
`GREENBERG TRAURIG, LLP
`
`/s/ Lisa Zwally Brown
`Lisa Zwally Brown (#4328)
`Samuel L. Moultrie (#5979)
`The Nemours Building
`1007 North Orange Street, Suite 1200
`Wilmington, DE 19801
`(302) 661-7000
`
`Attorneys for Defendants Alaris Royalty
`Corp. and Kurtis Krawetz
`
`SO ORDERED this __ day of ____________, 2021.
`
`______________________________
` Vice Chancellor Morgan T. Zurn
`
`4
`
`
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