Stream TV Networks, Inc. v. SeeCubic, Inc.
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE STREAM TV NETWORKS, INC., ) ) Plaintiff, ) ) v. ) ) SEECUBIC, INC., ) ) Defendant. ) ___________________________________ ) ) SEECUBIC, INC., ) ) Counterclaim and ) Third-Party Plaintiff, ) ) v. ) ) STREAM TV NETWORKS, INC., ) ) Counterclaim Defendant, ) ) and ) ) MATHU RAJAN and RAJA RAJAN, ) ) Third-Party Defendants. ) C.A. No. 2020-0766-JTL ORDER GRANTING PARTIAL FINAL JUDGMENT UNDER COURT OF CHANCERY RULE 54(B) 1. There being no just reason for delay, the court expressly directs that partial final judgment under Rule 54(b) is entered in favor of Stream TV Networks, Inc. (“Stream”) and against SeeCubic, Inc. (“SeeCubic”) as set forth herein. 2. In accordance with the mandate of the Delaware Supreme Court dated July 1, 2022 (the “Mandate”), it is hereby DECLARED that the May 6, 2020 Omnibus Agreement (“Omnibus Agreement”) between Stream, SLS Holdings VI, LLC, Hawk Investment Holdings Limited, and those parties listed on Annex I thereto required the approval of Stream’s Class B shares to become effective, which did not occur. The Omnibus Agreement is therefore without legal effect. 3. As a result of the Mandate and the failure of the Omnibus Agreement to become effective, it is hereby DECLARED that the Omnibus Agreement did not validly transfer legal title to any asset of Stream (collectively, the “Assets”) from Stream to SeeCubic. 4. The parties shall cooperate to effectuate the Mandate, including by causing SeeCubic to transfer legal title to the Assets from SeeCubic to Stream as expeditiously as possible. 5. Pending transfer of the Assets from SeeCubic to Stream, SeeCubic and all those acting in concert with it shall not use, impair, encumber, or transfer the Assets, except as necessary to maintain the Assets in the ordinary course of business and preserve their value pending transfer to Stream. 6. Counterclaim II of SeeCubic’s Verified Counterclaims and Third- Party Complaint is DISMISSED. 2 7. Stream may file a motion for costs per Court of Chancery Rule 54(d), by August 15, 2022. 8. SeeCubic may file a combined opposition and motion seeking costs per Court of Chancery Rule 54(e), by August 26, 2022. 9. Nothing herein shall prejudice any of the claims asserted in SeeCubic’s Verified Supplemental Counterclaims, Derivative Complaint, and Third-Party Complaint (Dkt. 241) nor any right that SeeCubic or any party acting in concert with SeeCubic may have separate and apart from the Omnibus Agreement. /s/ J. Travis Laster Vice Chancellor J. Travis Laster August 10, 2022 3
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