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1
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REPLY TO COUNTERCLAIMS
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EXTRACTED KEY WORDS
ALLEGATIONS DENIES ADMITS ORIENTATION THAKE COUNTERCLAIMS COURT RESPONSIVE PLEADING LOANS DEMAND REPAYMENT OUTSTANDING LOANS RELIEF COUNSEL CERTIFICATE PLAINTIFF DEFENDANT EXTENDING MATURATION MEETING RESPECTFULLY REFERS DENIES KNOWLEDGE INFORMATION SUFFICIENT TRUTH AGREEMENT PAID BORROWED MONEY SHARES PRINCIPAL PAYMENTS ACCELERATE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DARREN THAKE, >
Plaintiff,
V. ) Civil Action No. 17892
ORIENTATION . COM INC.,
Defendant.
REPLY TO COUNTERCLAIMS
Plaintiff Darren Thake ("Thake"), for his Reply to the Counterclaims of
defendant Orientation.com Inc. ("Orientation"), states as follows:
First Counterclaim
53. States that paragraph 53 contains no allegations of fact to which
responsive pleading is necessary.
54. Admits the allegations of paragraph 54.
55. Admits the allegations of paragraph 55.
56. Denies the allegations of paragraph 56, except admits that on or about
December 10, 1999, the Board discussed extending the maturation date of the $150,000
for another year and further states that the Board members present at the meeting
agreed that at the next meeting they would formalize their agreement to extend the
maturation date for another year.
57. Denies the allegations of paragraph 57, except admits that Thake has not
paid the $150,000.
58. Denies the allegations of paragraph 58.
59. Denies the allegations of paragraph 59.
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2
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ANSWER TO COMPLAINT
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EXTRACTED KEY WORDS
ORIENTATION ALLEGATION THAKE COMPLAINT DENIES RESPONSIVE PLEADING COURT ADMITS STOCK OPTION RESPECTFULLY REFERS SHARES AGREEMENT PAY PLAINTIFFS LOANS REPEATS REALLEGES ADMISSION STOCK OPTION GRANT PLAINTIFFS CLAIMS PURCHASE EXHIBIT DIRECTORS AVERMENT HEREOF FULLY SET OFFICER AMOUNT GRANTED OPTIONS |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTE COUNTY
DARREN THAKE,
Plaintiff,
V. I Civil Action No.. 17892NC
ORIENTATION.COM, INC.,
Defendant. : .
).
ANSWER TO COMPLAINT '
Defendant ORIENTATION.COM, INC., ("Orientation") by its attorneys Morris
James Hitchens & Williams LLP as and for its answer to the complaint of Darren Thake
("`Thake"), states as follows:
1. Denies each and every allegation contained in paragraph 1 of the complaint except
admits that Thake served as acting Chief Executive Officer and then Chief Executive Officer of
Orientation during the period from September 18, 1998 until January lo,2000 and admits that he
has brought the complaint for the relief prayed therein.
2. States that paragraph 2 contains no allegations of fact to which responsive pleading is
necessary, but to the extent that it is found to contain facts that require such a responsive
pleading, Orientation denies the allegations set forth in paragraph 2.
3. Admits the allegations contained in paragraph 3 of the complaint.
4. Admits the allegations contained in paragraph 4 of the complaint.
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3
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COMPLAINT
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EXTRACTED KEY WORDS
STOCK ORIENTATION SHARES STOCK OPTIONS COMMON STOCK DIVIDEND ENTITLING CERTIFICATE AGREEMENT OWNERSHIP AMOUNT EXHIBIT DIRECTORS PAY OWNER PAID HERETO MEMORANDUM EXECUTIVE OFFICER CANCEL DECLARATION EXERCISE PRICE PRACTICE PURCHASE REPEATS LOAN LAWS CONFIRMING SCHEDULE |
IN AND FOR NEW CASTLE COUNTY
DARREN THAKE,
Plaintiff, > .
>
V. ) Civil Action No. i~%c?~~~~ "
>
ORIENTATION.COM INC., > L .
Defendant. ;
COMPLAINT
Plaintiff Darren Thake ("Thake"), for his Complaint against defendant
Orientation.com Inc., alleges as follows:
Nature of the Action
1. As Chief Executive Officer and Chairman of the Board, Thake was
instrumental in transforming a small Honk Kong business known as The Black Box into
Orientation.com Inc. ("Orientation"), a rapidly growing global network of Internet
portal sites. Instead of being rewarded for his tireless efforts, Thake was abruptly
ousted from his position without cause and was subjected to bullying tactics. This
1awsui.t centers on Orientation's claim that it has canceled 252,558 shares of Orientation
common stock lawfully owned by Thake. Thake brings this suit for a declaration that
he is the lawful owner of all of his 422,050 shares of the common stock of Orientation.
Thake also seeks an order requiring the issuance of a certificate certifying his
ownership of the 337,640 shares that resulted from a stock dividend.
2. Thake also brings this suit to enforce Orientation's contractual
obligations to him. Thake seeks (i) a declaration that he owns stock options entitling
him to acquire 402,605 shares of Orientation common stock at $3.70 per share; (ii) an
award of past-due salary in an amount exceeding $90,000; and (iii) a separation
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