IN THE CIRCUIT COURT OF THE TWENTIETI-I JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA KIM PATRICK KOBZA and DAVID BANKSTON, Plaintiffs, v. Case No. C20 53b: INGAGE NETWORKS, INC., Defendant. COMPLAINT Plaintiffs, Kim Patrick Kobza and David Bankston, sue Defendant, INgage Networks, Inc., and allege as follows: JURISDICTION AND VENUE 2:1 3 i L3 1. This is an action for declaratory and supplemental relief pursu to Chapter 86;; I. Tl Florida Statutes, unpaid wages, breach of contract, injunctive relief, and damagesgfhe?; "r1 .- -aldamages sought in this matter are 1n excess of $15,000, exclusrve of Interest, co ts and 3.: fees, and this matter is within the jurisdiction of this Court. ,3 L33 0 . 2. Plaintiff Kim Patrick Kobza (?Kobza?) is an individual who resides in Collier County, Florida. Kobza has retained the undersigned counsel to represent him in this action and has agreed to pay a reasonable attomey?s fee. 3. Plaintiff David Bankston (?Bankston?) is an individual who resides in Collier County, Florida. Bankston has retained the undersigned counsel to represent him in this action and has agreed to pay a reasonable attorney?s fee. 4. Defendant, gage Networks, Inc. (?lNgage?), is a Delaware corporation with its principal place of business in Naples, Collier County, Florida. INgage is subject to the jurisdiction of this Court pursuant to Florida Statutes, because INgage is operating, conducting, engaging in and carrying on a business in the State of Florida. [Ngage is also subject to thcjurisdiction of this Court pursuant to Florida Statutes, because INgage has breached a contract in the State of Florida by failing to perform acts required by the contract to be performed in Florida. 5. Venue for this action is proper in Collier County pursuant to 47.051, Florida Statutes, because IN gage, a foreign corporation, has an agent or other representative located in Collier County and it is where the causes of action alleged herein accrued. 6. All conditions precedent to this action have occurred or have been waived. QENERAL FACTUAL ALLEGATIONS 7. In 1999, Kobza teamed with Bankston to co-found lNgage Networks, a networking software development company. With Kobza as its Chief Executive Of?cer and Bankston as its Chief Technology Of?cer lNgage developed ground- breaking new software that allows government entities, public organizations and private companies to manage worldlow and data and to integrate comments and input from collaborators into their decision-making processes. In 2002, INgage?s technology was incorporated in the public outreach efforts related to the redeveIOpment of the World Trade Center site in New York City. INgage?s technology was later incorporated in public outreach initiatives by the Department of Defense, the National Park Service, and the Flight 93 National Memorial project in 8. In 2005, INgage expanded its horizons to develop a technology platform that enabled the media industry to capture viewer feedback as well as incorporate viewer-created content in programming. That technology was utilized by major networks, including CBS, ABC, and Fox News, as well as by CNN which used the technology to create the CNN Safe List, a tool to enable survivors of Hurricane Katrina to stay in touch with loved ones. 9. Following these successes, INgage was one of the ?rst to recognize the importance of mobile devices and began incorporating mobile capabilities into its technology platforms. 10. Today INgage focuses its strategy on serving the needs of large enterprises and providing them with enterprise networking platforms. 11. Based on the shared vision of Kobza and Bankston, IN gage has developed into an enduring, ground-breaking and award-winning company that, in the words of INgage, solves big problems and changes the world. 12. From the inception of INgage, Kobza has served as the company's CEO and Bankston has served as its CTO. Kobza and Bankston have also served on the company?s Board of Directors, and both are substantial shareholders in the company. 13. Starting in early 2012, individual members of lNgage?s Board of Directors, during secret Board meetings that were improperly called and noticed, began maneuvering to undermine the authority of Kobza and Bankston by bringing in a new Chief Financial Of?cer and attempting to provide the CFO with the authority to run the company. The actions were an abject failure and caused great damage to INgage. 14. To remedy the harm caused to INgage, Kobza convinced the Board of Directors to bring in a new Chief Executive Of?cer, Joe Warnement, a world-class executive with the credentials to restore IN gage?s ?nancing and get the company back on solid ground. 15. However, the efforts to undermine Kobza and Bankston and strip them of their management authority continued. Changes were made to INgage?s management structure without the involvement or knowledge of Kobza and Bankston, including the limitation of their management responsibilities and changes to the reporting structure of the company inside the very departments for which Kobza and Bankston had responsibility. 16. In addition to the corporate management issues, INgage began having ?nancial problems and denying Kobza and Bankston compensation and payments to which they were entitled. Speci?cally, rNgage regularly and repeatedly missed salary payments due to Kobza and Bankston starting in June 2012, failed to pay discretionary bonuses awarded and owed to Kobza and Bankston, and failed to reimburse Kobza and Bankston for thousands of dollars in expenses that they paid on behalf of INgage. 17. Despite the efforts of Kobza and Bankston to work with Warnement and I'Ngage?s Board of Directors, it became increasing clear to them that they were being forced out of management of the company and were not going to be allowed to pursue their vision for the company or be paid the compensation to which they were entitled. This was all despite the fact that lNgage continued to use Kobza and Baukston, their shared vision, their ideas, and their likenesses to promote INgage. 18. Ultimately, Kobza and Bankston had no choice but to leave their employment with lNgage. INgage terminated Bankston?s employment on August 31, 2012, and Kobza?s forced resignation from INgage was effective on September 4, 2012. 19. Kobza and Bankston have developed a new enterprise called Social Physics through which they will provide consulting services to business and government enterprises. 20. Despite INgage?s successful efforts to improperly drive Kobza and Bankston ?'om the company they eo-founded and its failure to pay Kobza and Banlmton substantial amounts of compensation they earned, lNgage is now improperly seeking to prevent Kobza and Bankston from proceeding with Social Physics and to prevent Kobza and Bankston from competing with lNgage. 21. INgage has delivered, through its attorney, a copy of a portion of its Employee Guidebook, speci?cally Section 1.8 dealing with the subject of ?Employee Non-Disclosure, Non-DiSparagement, and Non-Competition Agreement with Assignment of Intellectual Property,? to Kobza and Bankston and demanded that they comply with its provisions. Copies of the portion of the Employee Guidebook, along with the cover letters from lNgage's attorney to Kobza and Bankston, are attached as Exhibits A, and C, reSpectively. 22. Among other provisions, Section 1.8 of the Employee Guidebook purportedly prohibits employees ?'om competing with INgage for a period of six months after leaving employment with lNgage. The restriction allegedly applies to work performed through or in connection with any company headquartered anywhere in the United States. That section also purportedly contains an assignment to lNgage of all intellectual property developed by employees during employment by INgage. 23. However, Kobza and Bankston never signed or agreed to abide by the Employee Guidebook or signed any other document in which they agreed to abide by the terms of Section 1.8 of the Employee Guidebook. In fact, Section 1.8 is addressed by its own terms to those employees who already signed non-competition and non-disclosure policies as new employees of INgage, and Kobza and Bankston, as co-founders of INgage, were never asked to sign such policies. 24. Following termination of Kobza?s and Bankston?s employment with IN gage, the company has continued its failure to pay Kobza and Bankston the salary, bonuses and expenses they are owed by INgage. 25. Although INgage forced co-founders Kobza and Bankston to leave INng and failed to pay Kobza and Bankston the compensation they rightfully earned for their work, INgage continues to use Kobza and Bankston, along with their names and likenesses, to promote and develop INgage?s business. Attached as Exhibit are examples of current pages from INgage?s website that feature Kobza and Bankston, tout them as Co-Founders and, falsely, as advisors, and use their vision, ideas and achievements to promote INgage. This is being done without the permission or consent of Kobza and Bankston and contrary to the truth that Kobza and Bankston were forced to leave the company they co-founded and are no longer af?liated with INgage. Count I Declaratogg udggent 26. This is an action for declaratory relief pursuant to Chapter 86, Florida Statutes, and for supplemental relief. 27. Plaintiffs adopt the allegations contained in paragraphs 1-6 and 16-24 and incorporate them by reference. 28. INgage contends that Section 1.8 of the Employee Guidebook, including the non- competition provision and the assignment of intellectual property, is valid and enforceable against Kobza and Bankston despite the fact that Kobza and Bankston never signed Section 1.8 or any other document agreeing to the terms of Section 1.8 and despite the fact that Section 1.8, by its own terms, is directed to those employees who already signed non-competition and non- disclosure policies as new employees of lNgage, and Kobza and Bankston, as co-founders of INgage, were never asked to sign such policies. 29. Kobza and Bankston contend that the non-competition provision of Section 1.8 is unenforceable because, among other reasons, they never signed it as required by Florida Statutes. 30. Moreover, even if Kobza and Bankston had signed the non-competition provision (which they did not), INgage would not be entitled to enforce it because of [Ngage?s prior material breaches of its obligations to Kobza and Bankston, including INgage?s failure to pay compensation earned by and owed to Kobza and Bankston. Pursuant to Florida Statutes, the Court must consider all pertinent legal and equitable defenses in determining the enforceability of a restrictive covenant. 31. Similarly, the assignment of intellectual property contained in Section 1.8 of the Employee Guidebook is unenforceable because Kobza and Bankston never signed it or otherwise agreed to its terms. 32. Kobza and Bankston contend that none of the provisions of Section 1.8 of the Employee Guidebook are enforceable by lNgage because Kobza and Bankston never signed Section 1.8 of otherwise agreed to be bound by its terms. 33. Plaintiffs and lNgage have a bona ?de, actual and present dispute concerning Section 1.8 of the Employee Guidebook, the construction of its terms, and the enforceability of its provisions. 34. Kobza and Bankston are in need of a determination from the Court concerning Section 1.8 of the Employee Guidebook, the enforceability of its terms, and their rights thereunder. WHEREFORE, Plaintiffs request judgment from the Court declaring their rights, duties and obligations, as well as the rights, duties and obligations of lNgage, under Section 1.8 of the Employee Guidebook, and awarding any supplementary relief, as provided in 86.061, Florida Statutes, that the Court deems proper. Maw?nan 35. This is an action for unpaid wages pursuant to 448.08, Florida Statutes, and for damages in an amount that exceeds $15,000. 36. Plaintiffs adopt the allegations contained in paragraphs 1-18 and 24 and incorporate them by reference. 37. INgage has failed to pay Kobza and Bankston their wages for work performed on behalf of and for the bene?t of INgage. The wages that were not paid to Kobza and Bankston include their salaries for multiple weeks of work performed for IN gage. The wages also include bonuses of $150,000 to Kobza and $100,000 to Bankston which were awarded by INgage and then partially paid before INgage refused to pay the remaining $125,000 owed to Kobza and $75,000 owed to Bankston. 38. Kobza and Bankston are entitled to recover their unpaid wages, including salary and bonuses, ?om INgage. 39. Kobza and Bankston are entitled to recover from IN gage their costs and attorney?s fees incurred in pursuing recovery of their unpaid wages pursuant to 448.08, Florida Statutes. WHEREFORE, Plaintiffs request judgment from the Court in their favor and against INgage awarding Plaintiffs their unpaid wages, interest, costs, attorney?s fees and such other relief as the Court deems proper. Count - Breach of Contract 40. This is an action for breach of contract and for damages in an amount that exceeds $15,000. 41. Plaintiffs adopt the allegations contained in paragraphs 1-18 and 24 and incorporate them by reference. 42. Kobza had an oral contract for employment with INgage under which Kobza agreed to perform work on behalf of INgage and INgage agreed to pay Kobza certain compensation. In particular, INgage agreed to pay Kobza salary at the annual rate of $200,000. Additionally, IN gage agreed to reimburse Kobza for all cash advances and expenses personally incurred by Kobza on behalf of and for the bene?t of IN gage. 43. Bankston had an oral contract for employment with INgage under which Bankston agreed to perform work on behalf of INgage and INgage agreed to pay certain compensation. In particular, INgage agreed to pay Bankston salary at the annual rate of $230,000. Additionally, INgage agreed to reimburse Bankston for all expenses personally incurred by Bankston on behalf of and for the bene?t of INgage. 44. At all times prior to the termination of their employment with INgage, Kobza and Bankston performed their obligations under their employment agreements with INgage. 45. INgage partially performed its obligations under its employment agreements with Kobza and Bankston by paying some but not all salary owed to Kobza and Bankston and by reimbursing some but not all expenses owed to Kobza and Bankston. 46. INgage breached its employment agreements with Kobza and Bankston by failing to pay Kobza and Bankston all amounts due thereunder. 47. Kobza and Bankston have suffered substantial damages as a result of INgage?s breaches of the employment agreement. WHEREFORE, Plaintiffs request judgment from the Court in their favor and against INgage awarding Plaintiffs damages, interest, costs, attomey?s fees and such other relief as the Court deems proper. Count IV Unauthorized Publication of Name or Likeness 48. This is an action pursuant to 540.08, Florida Statutes, for the unauthorized publication of Plainti??s? names and likenesses and for injunctive relief and damages in an amount that exceeds $15,000. 49. Plaintiffs adept the allegations contained in paragraphs 1-18 and 24-25 and incorporate them by reference. 50. DeSpite the fact that INgage terminated Bankston?s employment with IN gage and forced Kobza to resign from his employment with INgage, the company continues to use the names and likenesses of Bankston and Kobza on the company?s website and represents that Bankston and Kobza are still af?liated with INgage. INgage also continues to promote IN gage by using the vision, ideas, and philosophies of Kobza and Bankston without disclosing that those individuals were forced to end their association with the company. 51. INgage is falsely representing and creating the impression that Kobza and Bankston are af?liated with and support the actions of the company. This is being done without the permission or consent of Kobza and Bankston and deSpite the fact that INgage knows that Bankston and Kobza do not and cannot support or endorse the recent actions of the company. 52. IN gage is violating 540.080), Florida Statutes, by publishing, printing, displaying or otherwise publicly using for purposes of trade the names, photographs and other likenesses of Kobza and Bankston without their express written or oral consents. 53. Kobza and Bankston are suffering irreparable harm as a result of the actions of IN gage. Pursuant to 540.080), Florida Statutes, Kobza and Bankston are entitled to temporary ll and permanent injunctive relief to prevent INgage?s unauthorized publication, display or other public use of their names and likenesses. S4. Kobza and Bankston are also entitled to recover damages, including a reasonable royalty, sustained as a result of IN gage?s unauthorized publication, display or other public use of their names and likenesses. 55. Kobza and Bankston reserve the right to amend this count to include a claim for punitive damages as authorized by 540.08, Florida Statutes, upon making the presentation of evidence required by 768.720), Florida Statutes. WHEREFORE, Plaintiffs request judgment from the Court in their favor and against INgage awarding Plaintiffs the following relief: temporary and permanent injunctive relief against l'Ngage?s continuing improper use of Plainti??s? names and likenesses; damages, including but not limited a reasonable royalty; interest; costs; and such other relief as the Court deems proper. 11' 11057-0001-3 CHEFF PASSIDOMO, P.A. 821 Fifth Avenue South Naples, Florida 34102 Telephone: (239) 261-9300 Facsimile: (23 9) 261-9782 Attorneys for Plaintg'?k Mar"; Edward K. Che??y Florida Bar No. 393649 Primary e-mail: ekcheffy@napleslaw.com Secondary e-mail: raricci@napleslaw.com Andrew H. Reiss Florida Bar No. 1 16955 Primary e-mail: alueiss@napleslaw.com Secondary e-mail: raricci@napleslaw.com 13 lNgage Networks Section No.: Employee Guidebook 1.8 Revision Date: Subject: Employee Non-Disclosure, Non- -- Disparagement, and Non-Competition Agreement Assignment of Intellectual Property Effective Date: 1 1IO 11201 0 ?l he following language is a reiteration of the policy that was signed by you as a new mployee and Is provided again here as a reminder of this obligation. a condition of my employment with lNgage Networks, a Delaware Corporation, its bsidiaries, af?liates, successors, or assigns (together ?the Company?). and in consideration of my employment with the Company and my receipt of the compensation ow and hereafter paid to me by the Company, agree to the following: ondisclosure of Con?dential Information Company Information I agree at all times during the term of my employment and thereafter. to hold in strictest n?denoe, and not to use, except for the bene?t of the Company, or to disclose to any erson ?rm or corporation without written authorization from The President or Chief echnology Of?cer of the Company, any Con?dential lnfonnation of the Company. I derstand that ?Con?dential information" means any Company proprietary information, him gree that I will not. during the course of my employment with the Company, improperly or disclose any proprietary information or trade secrets of any former or concurrent player or other person on entity and that I will not bring onto the premises of the ompany any unpublished document or proprietary information belonging to any such ployer, person or entity unless consented to in writing by such employer. person or etrty. Initials EXHIBIT A 3) Third Party Information recognize that the Company has received and in the future will receive from third parties heir con?dential or proprietary information subject to a duty on the Company's part to naintain the con?dentiality of such information and to use it only for certain limited rurposes. I agree to hold all such con?dential or proprietary information in the strictest :on?dence and not to disclose it to any person, ?rm or corporation or to use it except as recessary in carrying out my employment responsibilities for the Company consistent with he Company's agreement with such third party. Ham-u I agree that both during and after employment, I will not intentionally disparage the Iompany, its products and/or services, its employees, directors, of?cers, board members, ustomers, partners, associates andIor other third parties by making any statement, rough speech, email, web posting, or other form of publication to any person with the i tent of casting any of the Company, its products, services, employees, directors, ustomers, partners, associates, or other third parties in a negative light, or in a way that ubjects them to ridicule or loss of reputation. For purposes of this paragraph, honest pinions shared with supervisors and management for the constructive purpose of process of the Company's offerings and business, se of skills improvement are not considered to be is the Company?s policy to conduct its affairs in strict compliance with the letter and spirit the law and to adhere to the highest principles of business ethics. Accordingly, all cers, employee, and independent contractors must avoid activities which are in con?ict, give the appearance of being in con?ict, with these principles and with the interest of the ompany. uring the employment period and for Six (6) Months after the employment relationship 3 terminated, notwitl'rstanding the cause of termination, I will not, directly or indirectly, ork for, own, invest in, direct, or aid any company or person engaged in competition with Company that is headquartered within the United States of America. I acknowledge at the Company provides services over the lntemet and agree that physical proximity to uring the term of this Agreement all inventions, employee work product, code. business property resulting from or in conjunction with mployee's employment is the property of the Company, shall be considered Con?dential formation as de?ned in this Agreement, and Employee through execution of this reement assigns all right. ?tle and interest thereto to the Company. Initials EXHIBIT A Eepresentations I agree to execute any proper oath or verify any proper document required to carry out the ms of this Agreement. I represent that my performance of all the terms of this greement will not breach any agreement to keep in con?dence proprietary information cquired by me in con?dence or in trust prior to my employment by the Company. I have at entered into, and I agree I will not enter into, any oral or written agreement in con?ict erewith. uitable Remedies I agree that it would be impossible or inadequate to measure and calculate the Company?s amages from any breach of the covenants set forth in this Agreement. Accordingly, I quired in obtaining such equitable relief and I hereby consent to the issuance of such i junction and to the ordering of speci?c performance. 5 bsequent change or changes in my duties, salary or compensation will not affect the lidity or scope of this Agreement. Severability I one or more of the provisions in this Agreement are deemed void by law, then the maining provisions will continue in full force and e?ect Successors and Assigns is Agreement will be binding upon my heirs, executors, administrators and other legal presentatives and will be for the bene?t of the Company. its successors, and its assigns. acknowledge that have read, understand, and have received a signed copy of this policy. NAME (PRINTED) EMPLOYEE SIGNATURE DATE EXHIBIT A Christopher L. Ulrich Street Address: Principal Collier Place ll 300i Tamiami Trail llorth . 239.049.3153 Direct Suite 400 230.430.3370 For Naples. 1134103 CUMMINGS LOCKWOOD Post 0itice Address: PJJ. Box 413032 Naples. Fl 3410] 239252.03? Phone 239.203.0703 For September 10, 2012 Via Federal Express Kim Patrick Kobza 393 Flamingo Avenue Naples, Florida 34108 Re: INgage Networks Dear Mr. Kobza: This ?rm represents your former employer, INgage Networks (?1Ngage? or the ?Company"). We write acknowledge the termination of your employment and to remind you of your continuing obligations to INgage as set for the in the Employee Guidebook which governs the conduct of all employees of the Company. In particular we draw your attention to Section 1.8 of the Employee Guidebook, entitled Employee Non-Disclosure, Non-disparagement, and Non-Competition Agreement with Assignment of Intellectual Property, a copy of which is enclosed for ease of reference. Section 1.8 requires you to hold in strictest con?dence and not use or disclose to any third party ?any con?dential information of l'Ngage, including, proprietary information, technical data, trade secrets or know-how, including but not limited to: research, product plans, products, services, customer lists, customer communications, and customer software, sales training material and other business or and/or ?nancial information.? You may not disclose or otherwise utilize for any purpose the identities of existing or prospective customers of INgage with whom you dealt or otherwise became aware of. Moreover, as provided in Section 1.8, all work product, code, business methods, and intellectual property of any kind whatsoever, resulting from your employment constitutes the Company's con?dential and trade secret information. It may not be utilized by you without written authorization from the Company. Section 1.8 also contains an important non-competition provision which provides that, during the time of your employment and for six months thereafter, you will not ?directly or indirectly, work for, own, invest in, direct, or aid any company or person engaged in competition with the Company that is headquartered within the United States of EXHIBIT STAMFORD caeeuwrcn was-r HARTFORD NAPLES BONITA PALM BEACH cancer-re Kim Patrick Kobza -2- September 10, 2012 America.? Therefore, the creation of a competing business is a violation of your continuing obligations to INgage. Section 1.8 also strictly prohibits you on an ongoing basis from disparaging the Company, its products and/or services, as well as its employees, of?cers, and directors. It is the understanding of INgage that, notwithstanding these clear and continuing restrictions, you are engaging in activities in direct competition with INgage utilizing con?dential and preprietary information of INgage as well as its statutorily protected trade secrets. The Company is informed that you have formed a business entity to directly compete with INgage, solicited the Company?s employees, and approached its potential clients. In order to protect its legitimate business interests and con?dential business information, INgage insists that these activities cease immediately. Absent such compliance, INgage will take all necessary steps to safeguard its business interests utilizing the protections it enjoys under its internal documents and the Florida statutes, including obtaining an injunction against all unauthorized activities. We expect, however, that once you have had an Opportunity to review the enclosed material, you will honor your commitments to INgage, and litigation will not be necessary. Sincerely, Christa L. Ulrich CLU/jcs Enclosure cc: Joseph Warnement 2364311_1.doc 5/10/2012 EXHIBIT Christopher Ulrich Street Address: Principal Collier Placl II 3001 Tamiaml Trail North 239.649.3l 53 Direct Suite 400 239.430.3378 Fax Naples. Fl. 34l03 CUMMINGS 5: LOCKWOOD LLC culrich?cl-lawrcm Post Office Address; P.0. Box 413032 Naples. Fl. 3410] 238282.03! Phone 239.263.0Y03 Fax September 10, 2012 Via Federal Express David Bankston 9664 Wilshire Lakes Blvd. Naples, FL 34109 Re: IN gage Networks Dear Mr. Bankston: This ?rm represents your former employer, lNgage Networks (?INgage? or the ?Company?). We write to acknowledge the termination of your employment and to remind you of your continuing obligations to l'Ngage as set for the in the Employee Guidebook which governs the conduct of all employees of the Company. In particular we draw your attention to Section 1.8 of the Employee Guidebook, entitled Employee Non-Disclosure, Non-disParagement, and Non?Competition Agreement with Assignment of Intellectual Property, a copy of which is enclosed for ease of reference. Section 1.8 requires you to hold in strictest con?dence and not use or disclose to any third party ?any con?dential information of l'Ngage, including, proprietary information, technical data, trade secrets or know-how, including but not limited to: research, product plans, products, services, customer lists, customer communications, and customer software, sales training material and other business or and/or ?nancial information.? You may not disclose or otherwise utilize for any purpose the identities of existing or prospective customers of l'Ngage with whom you dealt or otherwise became aware of. Moreover, as provided in Section 1.8, all work product, code, business methods, and intellectual property of any kind whatsoever, resulting from your employment constitutes the Company's con?dential and trade secret information. It may not be utilized by you without written authorization from the Company. Section 1.8 also contains an important non~competition provision which provides that, during the time of your employment and for six months thereafter, you will not ?directly or indirectly, work for, own, invest in, direct, or aid any company or person engaged in competition with the Company that is headquartered within the United States of EXHIBIT sraurono onzenwrcu I warn HARTFORD MAPLE: aom?ra SPRINGS PALM BEACH GARDENS David Bankston September 10, 2012 America.? Therefore, the creation of a competing business is a violation of your continuing obligations to INgage. Section 1.8 also strictly prohibits you on an ongoing basis from disparaging the Company, its products and/or services, as well as its employees, of?cers, and directors. It is the understanding of INgage that, notwithstanding these clear and continuing restrictions, you are engaging in activities in direct competition with INgage utilizing con?dential and proprietary information of INgage as well as its statutorily protected trade secrets. The Company is informed that you have formed a business entity to directly compete with INgage, solicited the Company?s employees, and approached its potential clients. In order to protect its legitimate business interests and con?dential business information, INgage insists that these activities cease immediately. Absent such compliance, INgage will take all necessary steps to safeguard its business interests utilizing the protections it enjoys under its internal documents and the Florida statutes, including obtaining an injunction against all unauthorized activities. We expect, however, that once you have had an Opportunity to review the enclosed material, you will honor your commitments to INgage, and litigation will not be necessary. Sincerely, Christopher L. Ulrich CLU/jcs Enclosure cc: Joseph Warnement 2864055_1.doc 9/10/2012 EXHIBIT trr-nrmnumnl mum-an: - mama-1m: . new ?9 'l munch-amm A -.M1fm I :m-Olwnl KLJ nm?u- now Illa 5. In? Wm- mvu-? u, Hum .. erratum: . min Elana lm 155m . mean-rum Emma -- Gunman datum tuna I "311mm; Company Executve Team Co-founder and Amiga . a. the Executrve Team of Jf?xjcem P-Jemorks EXHIBIT [xx-am: mm at Image tutu-mks - Iva-dam Mane! Dual-u- fr ?9 v[ menu-mum *r A .7. ?Hm I yum-0hr?: It Ll ammu- an n: your nm an 'HCWOaf?wuf?iq?Iiu?; 5, . mm Mum will any. Elam Imam Eisner ?calm? 8mm 'Cnm?h ..- rum Company PJIIRHS .: . -. Co?founder and w?nv?v . . Meet the E;x:eeutive Team of H?xJeeqe EXHIBIT . vleW:AJ-tand what a ?w Jouzl K, Wn?ru.w? :1 '7 I '.M4Olntm mum-mum? auntsmum mam-u Iwuuw "goua- nrucwumnru Emma cram . mm WHAT WE DO Foumded OUR STORY Co?fouoders Headquarters in Dawd Bankston Nap/es, Fion'da Of?ces in 1., At/anta ?unis East Lansing New York City San Francisco Toronto EXHIBIT K-S. 866.591.6837 wvrw.irigagerletwo rks. co @2012 Ir-ulgdge Networks Air ughtz recon-on The lNgage Networks Story OUR BEGINNING In the late 1990's as the Internet gained prominence. Kim Patrick Kobza noticed growing disconnect between government agencies and the citizens they served. Decisions were being made that impacted people's lives. but often times only a small majority voiced their opinions. In 1999. he teamed with technologist David Bankston to solve that problem and co-founded Neighborhood America. later renamed lNgage Networks. The company introduced one of the first Software as a Service products to the market. This Public Communications Management System enabled organizations and work teams to more ef?ciently collaborate online in a private environment. while Simultaneously gathering public comment from citizens and integrating that feedback into the decision-making process. So unique. the software was awarded a US. Patent for its ability to manage workflow and data sharing between these private and public networks. The software became a useful tool for government agencies around the S.. supporting public outreach initiatives coast-to-coast. including Golden Gate Park. Denver's Stapleton Airport. the Erie Canal and the Statue of Liberty. The company took a very methodical growth path. slowly gaining traction one project at a time and continually refining its platform along the way. Following the September 11. 2001 terrorist attacks. the platform was put to the test in the biggest way imaginable. when the company was called upon to support one of the largest public outreach efforts of its time. in 2002. lmag ne New ir'o: it created an outlet for Americans to share their opinions about the redevelopment of the Word Trade Center site. and what has since become the National September 11 Memorial 8: Museum lNgage Networks went on to support additional wide sca!e public outreach initiatives for agencies including the Department of Defense and several projects with the National Park Service - most notably the planning and design of the Flight 93 National Memorial. it was this experience In government that created the company's foundation: a keen focus on security. privacy and improving processes whi'e providing our customers with the ability to transform mass amounts of public feedback into something meaningful. lNgage's technology transformed the way government agencies managed public communications. yet that was only the beginning. EXPANDING OUR HORIZONS Kim and David noticed an emerging market need. as the major TV networks sought to engage viewers and enhance news coverage with viewer created content. In 2005. as the events surrounding the London Underground Bombings unfolded. it became apparent that the media industry was changing forever: it was no longer reporters who were first on the scene making news. It was average people with their cell phones and video cameras This emerging market need set the stage for the next evolution of our technology and expertise. lNgage Networks evolved its technology platform to enable the media irdustry to capture not only viewer feedback like in government. but also viewer created content such as photos and videos. to review them quickly and get them on air. In the aftermath of Hurricane Katrina. the company supported the CNN Safe List. which helped storm survivors EXHIBIT inform loved ones of their whereabouts. Within the year. lNgage's platform was supporting most of the major networks - CBS. ABC. Fox News and Scripps Networks (HGTV). All looked to lNgage Networks for the ability to engage cp?p? viewers and capture their content and turn that into new programming ideas. 3mm PM ?gilt-ah better ratings and audience share. and new revenue through advertising. Again. the company played a major role in transforming an entire industry. On the heels of lNgage Networks' success in media. major brands including Kodak and adidas started recognizing the value of better engaging consumers online. Working with these brands enabled lNgage Networks to shape many of the capabilities that exist in the software platform today. including features commonly found in the social software industry: richer collaboration. mm?uirtm information sharing and ideation. The company was the first to recognize the growing importance of engaging audiences not only online. but also via mobile devices. in 2006. lNgage Networks acquired MOVO Mobile and integrated mobile capabilities into its platform. It is this forward-thinking vision that continually positions lNgage's technology ahead of the industry. ensuring the company is always ready to meet its customers evolving needs. INGAGE NETWORKS TODAY Today. lNgage Networks has re?ned its strategy to focus on the real needs of large enterprises. lNgage's focus is not on providing one-off or temporary solutions to manage a campaign or create a buzz. Rather. its focus is on providing an enterprise platform with the: - Strength and security needed to meet even the most stringent standards: along with the ability to manage many networks - as we learned in our early years in government - Scalability to support large audiences and all types of data - as we learned in the media industry - Flexibility to meet the very specific and evolving needs of our customers - as we learned from global brands Just as our technology has grown. so too has our team. Throughout our evolution. we have relied upon the guidance and advice from our extraordinary Board members who help us understand our customers. the challenges they face every day. and the solutions needed in these complex environments. They understand because they've been in their shoes. We have been fortunate to receive guidance from former executives with global companies including GM. Bechtel Engineering. American Express. Merrill and Pulte Homes. We have continued to add depth to our management team. recruiting business executives from varied disciplines within industries that parallel our goals and our customer's interests. In 2012. we welcomed Joe Warnement as our Chief Executive Of?cer. with Joe's leadership. drive and wealth of experience leading global companies in the technology. finance and consulting industries. we are ready and excited to take leadership of our industry and begin the next chapter of our story. Over a decade later. it is the resolute vision that Kim and David have shared and the extraordinary team they have assembled along the way - that has made the company endure and stay one step ahead of the industry. The guiding philosophy at lNgage Networks has always been to solve big problems and change the world one customer at a time. 0 4Ngage? 866.591.6837 if: INgngo all ngh?o resort-ct! EXHIBIT