`Patent No. 9,369,545
`
`
`
`
`
`
`
`
`
`
`
`
`
`UNITED STATES PATENT AND TRADEMARK OFFICE
`
`
`BEFORE THE PATENT TRIAL AND APPEAL BOARD
`
`
`
`LENOVO HOLDING COMPANY, INC.,
`LENOVO (UNITED STATES) INC., and
`MOTOROLA MOBILITY LLC,
`Petitioners,
`
`v.
`
`DODOTS LICENSING SOLUTIONS LLC,
`Patent Owner.
`
`
`
`CASE IPR2019-00988
`Patent No. 9,369,545
`
`
`
`
`
`DECLARATION OF RAKESH RAMDE
`
`
`
`DoDots Exhibit 2003
`
`Page 1 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`CASE IPR2019-00988
`Patent No. 9,369,545
`
`
`
`
`
`I declare as follows:
`
`1. I was the sole in-house counsel of DoDots, Inc. for approximately nine
`
`months in the 2000-2001 timeframe after having served as DoDots’ outside
`
`counsel while at a law firm. I am submitting this declaration to provide
`
`information about the commercial success of the invention described in U.S.
`
`Patent No. 9,369,545 (the “‘545 Patent”).
`
`2. Led by twin brothers John and George Kembel, the team of scientists who
`
`invented the groundbreaking technology described in the ‘545 patent were
`
`true internet pioneers. In 1999, more than nine years before the Apple app
`
`store opened, these inventors conceived of a novel approach for creating an
`
`ecosystem of apps (which they called “Dots”) that enabled the delivery of
`
`custom-tailored content from the internet without using a web browser and
`
`without the need for each Dot to be a standalone application.
`
`3. DoDots, Inc. was able raise investment and venture funding to build a
`
`company around the then-patent-pending technology that at its peak was
`
`valued at $275 million. DoDots, Inc. built Dots for dozens of companies,
`
`including ABC, Edmunds, CNET and many others. Attached as Exhibit A is
`
`a copy of the company’s customer listing from its website in 2000.
`
`4. The success the company had was directly related to its technology, as the
`
`Page 2 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`CASE IPR2019-00988
`Patent No. 9,369,545
`
`primary product/service of the company was the Dots described in the
`
`specification of the ‘545 Patent.
`
`5. Unfortunately, the industry-wide dot com crash sank the company, allowing
`
`later entrants to eclipse the trailblazing work done by DoDots, Inc. DoDots,
`
`Inc. was forced to wind down operations, and sold its patent portfolio, which
`
`remained dormant for various reasons until the ‘545 patent finally issued in
`
`June 2016 (claiming priority back to 1999).
`
`6. I was one of the owners of a company that owned the patent portfolio after
`
`DoDots, Inc., and I continue to have a stake under certain circumstances in
`
`any eventual recovery.
`
`7. Stanford Business School put together a case study of DoDots, Inc. in July
`
`2000. A copy of that case study is attached as Exhibit B. The case study
`
`includes various attachments, including the summary of a Proposed Private
`
`Placement dated March 10, 2000 in which DoDots, Inc. was valued at $275
`
`million.
`
`8. I have a Bachelor of Science degree in Electrical Engineering from UCLA, a
`
`Master of Science Degree in Engineering from USC, a JD degree from the
`
`University of Pittsburgh and an MBA from Carnegie Mellon University.
`
`9. Currently, I manage business development, venture investment, software
`
`advisory, strategic alliances joint ventures from start-ups to established
`
`Page 3 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`CASE IPR2019-00988
`Patent No. 9,369,545
`
`companies. I also develop and manage corporate and business development
`
`activities and initiatives, technology evaluation and diligence, product
`
`development/program management, go-to-market and other matters in a wide
`
`range of technology and commercial areas for tech clients and law firms.
`
`I declare under penalty of perjury that the foregoing is true and correct.
`
`Executed on December 23, 2019 in Los Altos, California.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`_______________________________
`Rakesh Ramde
`
`
`
`
`
`
`
`
`Page 4 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`
`
`
`
`
`
`EXHIBIT A
`EXHIBIT A
`
`
`Page 5 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`Page 5 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`Case 1:18-cv-00098-VAC-CJB Document 1-2 Filed 01/16/18 Page 2 of 2 PageID #: 74
`(cid:3)
`
`(cid:3)
`(cid:3)
`
`(cid:3)
`
`(cid:3)
`
`(cid:3)
`
`Page 6 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`
`
`
`
`
`
`EXHIBIT B
`EXHIBIT B
`
`
`Page 7 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`Page 7 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`DODOTS
`
`Running out of cash in an otherwise really good company is like running out of
`gas in an otherwise really good helicopter - Unknown
`
`It was May 5, 2000, Tony Medrano, President and co-founder of DoDots, an eleven-
`month old Internet start-up (www.dodots.com ), had just hung up the phone with Heidi Roizen, a
`partner at Softbank Venture Capital (SBVC). Roizen, the lead investor in DoDots' first round of
`financing and a Director of the Company, had repeated a previous offer to lead the Company's
`second round if necessary. The Company, a star of the Softbank portfolio, was getting close to
`running out of cash. On April 17, six weeks after the high-flying company had signed a second
`round term sheet with Chase H&Q for a large equity investment at a pre-money valuation some
`60 times higher than the first round valuation, the deal collapsed, leaving the Company
`scrambling for financing. Chase had pulled away from the deal in the wake of recent stock
`market volatility that had sent many Internet stocks well below their initial offering prices. The
`market was littered with horror stories with some high profile companies such as Chemdex and
`InfoSpace losing over 70% of their value in two months. (See Exhibits 1 & 2 for a chart of the
`NASDAQ Composite index and Internet Sector Indices.)
`
`Nothing was wrong with the Company, Chase said, but with the market for new Internet
`company IPOs questionable or at least depressed for the foreseeable future, Chase could no
`longer justify the investment at such a high price. Chase said it would consider making a smaller
`investment at a much lower valuation. The founding team, CEO George Kembel, CTO John
`Kembel and Medrano, besides being upset over the seeming vaporization of the majority of the
`value of their Company, worried that if the markets continued to vacillate, and the deal fell
`through again, the Company would be in serious trouble. To minimize that risk, the team chose
`to pursue other sources of funding, while continuing to talk to Chase. The team wasn't bitter,
`they had seen the market and understood the implications, however, they still had a company to
`fund that was getting closer and closer to running out of cash.
`
`Roizen's offer, to lead the round with a $20 million investment at an $80 million pre-
`money valuation, albeit at a much lower valuation than the Chase's original offer, was, by any
`
`This case was prepared by Keith Sigg under the supervision of John Glynn, Lecturer in Management, Stanford
`University Graduate School of Business, as the basis for class discussion rather than to illustrate either effective or
`ineffective handling of an administrative situation.
`
`For confidentiality purposes some facts and numbers in this case have been changed. These changes should not
`affect the readers conclusions.
`
`This case was made possible by a gift from Brook H. Byers.
`
`Copyright © 2000 by the Board of Trustees of the Leland Stanford Junior University. Au rights reserved.
`
`DO NOT COPY OR POST
`
`Page 8 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`DoDots E-89
`
`2
`
`standards, still an enormous step up from the first round. Roizen repeated that she and her
`partners at Softbank felt that the Company had a strong future and was willing to support it. As a
`rule, Softbank did not pre-emptively lead rounds in which they were already invested, preferring
`to have new investors involved both for purposes of objectivity as well as for the added benefits
`that additional investors brought to the Company. In this case, Softbank had decided to make an
`exception for various reasons including market conditions and the partnership's expectations for
`the Company. Medrano appreciated her offer, but didn't want to take it unless necessary. He saw
`it mainly as a safety net. Medrano and his co-founders felt that having the first round lead
`investor also lead the second round, would not look good and was not necessarily in the best
`interests of the Company. The Company wanted to get additional value-added investors on
`board to expand the Company's network and spread the control amongst multiple investors.
`Besides, Softbank and Roizen, as first round shareholders were conflicted. On one side as a
`board member she had a fiduciary duty to the Company, on the other side, as a venture capitalist,
`she wanted to invest in the Company for the lowest price possible. Medrano and the Kembels
`still felt the Company was worth more.
`
`The founders welcomed the safety net provided by Roizen's offer as they negotiated with
`shaken investors who were cautious about putting money to work in the wake of recent market
`events. The Company still had enough cash to last until the end of May (see Exhibit 3 for
`DoDots financial statements), so there was still some but not much time to pursue additional
`investors. To make things more complicated, the Company faced significant dilution from the
`exercise of warrants by a creditor if the second round was not closed by May 15th A condition
`had been written into the contract with the creditor that stated if the second round was not closed
`by that date, the conversion price for the warrants would switch from the Series B to the Series A
`price. As a result, the number of shares of stock issued to the creditor would increase
`dramatically. This meant that the Company would in effect be giving a much larger slice of
`equity to the creditor. While this wasn't life threatening to the Company, it provided a strong
`incentive to get a deal done sooner rather than later.
`
`The Company's other option if it didn't secure financing in short order, was to take a
`bridge loan at Softbank's standard bridge loan terms, while it continued to look for investors.
`Although Softbank's terms were more favorable to the borrower than those of some other
`investors, bridge loans in general were often viewed as a last resort by companies and investors
`and in extreme cases carried draconian terms. (See Exhibit 4 for the terms of the Softbank bridge
`loan.)
`
`BACKGROUND:
`
`George Kembel, John Kembel and Tony Medrano began working in the spring of 1999
`on an idea for a new type of Internet company. (See Exhibit 5 for founders' biographies.)
`George and John Kembel, identical twins, graduated from Stanford University with B.S. degrees
`in Mechanical Engineering in 1994. George pursued a sales and marketing career path while
`John focused on a more technical career in computer science. Both returned to Stanford for M.S.
`degrees in Product Design. George focused on technical marketing and John concentrated on
`software and product design. While in graduate school they met Medrano through personal
`contacts. Tony, a former naval officer, high school physics teacher and iD/MBA student at
`Stanford, joined George and John in developing a business around technology which John had
`created and patented.
`
`DO NOT COPY OR POST
`
`Page 9 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`
`DoDotsE-89
`
`3
`
`The idea was to bring consumer packaging and distribution to web content.
`The
`Company, DoDots, would provide online and offline companies with technology to enable web
`content to be "packaged, branded, and distributed" to customers outside of a web browser. Dots,
`as the team called them, were small windows able to deliver specific information and features
`such as weather, games, a dictionary, financial information or e-commerce (see Exhibit 6 for
`some examples of Dots). Dots could be open along with other applications on a desktop, and
`because of their small size, Dots displayed in about one tenth the time of a normal web page.
`Companies, the team felt, would want to use Dots to distribute content because of the benefits of
`having a single purpose, small window sporting that company's branding and style that could stay
`visible as users used other applications. Similarly, users would like the simplicity, ability to
`multitask, and fast downloads.
`
`Through June and July 1999, Medrano and the Kembels met with venture capitalists to
`discuss their idea and show a working prototype of their application. The team used personal and
`academic contacts to put together meetings with several technology-focused venture capitalists.
`
`In early July, the team was referred to Softbank partner Heidi Roizen by Tom Kosnik, a
`former professor of George and John whom Heidi had know for several years, as well as by Pete
`Hartigan, an associate at Softbank who worked closely with Heidi. Hartigan knew Medrano
`through his fiancé who had been a classmate of Medrano at the business school.
`
`SOFFBANK VENTURE CAPITAL1
`
`hi early 1996, SBVC was formed when Gary Rieschel joined Softbank Holdings to head
`up their venture capital activities. The Softbank family of companies was headed by the vibrant
`Masayoshi Son, an entrepreneur who founded Softbank in 1981 as a software distribution
`company and by 1999 had developed it into a multinational diversified high technology
`organization with a market capitalization of nearly $80 billion. Son developed an ambitious 300-
`year plan for Softbank that included the creation of a worldwide Internet "zaibatsu," in which
`synergies among the many companies in which Softbank held stakes would be leveraged for
`maximum advantage. In keeping with this strategy, some of Softbank's central holdings were
`infrastructure companies like Yahoo!, E-Trade and ZDnet, which had distribution or other
`resources to offer other Softbank-backed companies.
`
`Rieshel and his partners took Son's zaibatsu vision to heart when they began directing
`Softbank's US investments, choosing deal and sectors that supported the global Softbank goal of
`"building a compelling, long-lasting Internet infrastructure." By early 2000, SBVC had $4.9
`Billion under management. Rieshel told an interviewer that "because of the information that
`travels between [Softbank] companies and our portfolio and how we really encourage them to
`work and communicate with each other.. . we get better information as investors."3 The synergies
`between companies were good for SBVC as well as for the companies involved, because they
`strengthened the overall network by fortifying each with its components.
`
`'Special thanks to HBS High Tech Fellow Mary Rotelli for her research on Softbank which is included here
`2 Alex Gove, "Softbank Antes Up," Red Herring 6/1/96
`Interview with Bruce Francis, CNNfn Anchor, Digital Jam 2/4/99
`
`DO NOT COPY OR POST
`
`Page 10 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`
`DoDots E-89
`
`4
`
`Softbank had considerable Internet investing experience upon which SBVC could draw.
`Son envisioned Softbank as "the hub of a huge digital marketplace,"4 and began investing heavily
`in Internet companies as early as 1995. Softbank's early stake in Yahoo! yielded not only
`enormous financial gains but also global business synergies: its presence in Softbank's portfolio
`gave other Softbank companies access to one of the most powerful distribution engines in the
`Internet economy of the late 1990's.
`
`Heidi Roizen
`
`Roizen, an outgoing, personable, former entrepreneur, joined Softbank as an investing
`partner in the spring of l999. Roizen had spent the first decade of her career as CEO of
`T/Maker, the software company she co-founded while at the Stanford Business School. Through
`her roles as CEO of TfMaker, President of the Software Publishers Association, and later vice
`president of worldwide developer relations at Apple Computer, Roizen had developed a network
`that included many of the most powerful business leaders in the technology sector. Roizen was
`widely known for using the network that she had created to the benefit of many, and effectively
`combining social, community, and business relationships. She followed a set of guidelines that
`she had developed for how to leverage her relationships in a constructive manner to create win-
`win relationships for those involved. Roizen wove her family and home life into her career as
`well, and the family house was the site of everything from community planning sessions and
`dinner parties with the likes of Bill Gates of Microsoft and Scott McNeally of Sun Microsystems
`to company retreats.
`
`The team's first meeting with Roizen took place at her home one morning at 8:00 AM
`before her daily jog. She was leaving town for a week, but on a strong recommendation from
`Hartigan wanted to meet with the team sooner rather than later. During the meeting, the team
`showed their product technology and answered her questions. The team and Roizen immediately
`hit it off. George recalled, "Heidi told us that she liked what we had shown her and she liked our
`work ethic even though she recognized that we were young and inexperienced in running a
`company. She put us in contact with another of her partners, Scott Russell, to also hear our
`pitch."
`
`Two days later the team met with Scott Russell. Russell also liked the idea, the
`technology and the team. Based on that meeting and Russell's input from Roizen, Russell made
`the team a tentative offer on the spot. Russell discussed how Softbank could help the Company.
`DoDots, he told them, would fit in well with the Softbank portfolio, and be an excellent platform
`for the content produced by many of Softbank portfolio of over 100 Internet companies (see
`Exhibit 7 for a partial list of Softbank's portfolio). Scott explained that Softbank associates
`(known as Netbatsu Development Officers) had specific responsibility for facilitating business
`development deals between the portfolio companies (in fact, approximately 50% of the NDOs'
`time was slated for the purpose). With so many Internet companies in the portfolio, the potential
`value to a "platform" company like DoDots was substantial. Following the meeting, Russell
`offered to draw up a term sheet and asked for the team's input on what they wanted to see in it.
`
`"Brian Bremner and Linda Himeistein, "Softbank Cyber Keirstsu," Business Week, 4/5/99
`For an excellent discussion of the career of Heidi Roizen, see HBS Case study N9-800-228 80 January 18, 2000
`
`DO NOT COPY OR POST
`
`Page 11 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`
`
`DoDotsE-89
`
`George and John had given Tony full responsibility for investor negotiations especially those
`aspects dealing with legal matters. Tony himself had drafted several term sheets between his
`years in law school while working at Cooley Godward, a law firm specializing in venture law.
`Tony went over the terms that were important to the Company. Medrano was conscious of the
`fact that once terms were included in the first round term sheet it was very difficult to change
`them later. His goals were to ensure that the terms protected the founders and to avoid any terms
`that limited the upside potential of the Company or had the potential to cause problems in future
`fundraising rounds. (See Exhibit 8 for a discussion of typical terms of preferred stock.) Tony
`also wanted John and George to receive a portion of their equity with immediate vesting for the
`work they had already done towards creating the technology and prototype. Board composition
`was also an important consideration and the DoDots team wanted to ensure that they did not lose
`control of the Company. With DoDots' input, Russell had the term sheet drawn up and had it in
`their hands by that evening. The team considered the resulting terms (see Exhibit 9) to be
`extremely entrepreneur friendly.
`
`To date, the team had been impressed with Softbank on several levels: Softbank had
`been very responsive, arranging meetings and preparing documents in short order. The extensive
`Internet portfolio, or "ecosystem" as Hartigan had referred to it looked promising for deal flow.
`To that end, the partnership espoused a philosophy of actively facilitating and supporting
`relationships between the portfolio companies. In addition, the team felt that Roizen and Russell
`seemed to "get it", that is they shared the vision of the founders for the Company. As Roizen
`would be the partner to sit on the Company's Board, along with George and John, the DoDots
`founders were very alert to the way in which she would interact with the Company. Because
`Heidi had just recently started working at Softbank she did not have a large number of
`investments she was overseeing. To DoDots, this meant that they would get more of her time at
`the critical formation stages of the Company. She was very interested in using her skills to help
`companies grow and had been explicit in communicating and committing to what she would be
`willing to do.
`
`During the same time period, the team also began to have serious discussions with Menlo
`Ventures (Menlo). Medrano had originally approached Menlo based on a personal relationship
`he had developed with one of the Menlo partners, Doug Carlisle, while in business school.
`Menlo, a well-known and respected firm that had been in business for 23 years had numerous
`investments in Internet, e-commerce, communications, software and health care companies.
`Menlo was very interested in doing the deal. The DoDots team also felt comfortable with Doug
`Carlisle, having met with him several times to discuss the Company and the value that Menlo
`could bring. Attractive to the team was the fact that the firm was actively involved with the vast
`majority of its portfolio companies, taking board seats on over 80% of them. However, the
`portfolio, while broad, had fewer content companies that would be candidates to partner with
`DoDots.
`
`CLOSING THE FIRST ROUND
`
`By the beginning of August, the team had received two term sheets - one from Menlo
`Ventures and one from SOFTBANK.
`
`The Company was looking to raise $3 million from two investors. Softbank proposed a
`$4.5 million pre-money valuation with Softbank investing $1.5 million, and another yet to be
`
`DO NOT COPY OR POST
`
`Page 12 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`DoDots&89
`
`6
`
`determined investor also investing $1.5 million. Menlo Ventures had proposed a $5 million pre-
`money valuation. The Menlo offer, although higher, carried with it some restrictive terms that
`would provide Menlo with warrants on 20% of the Company in series B with no more than a $25
`million pre-money valuation. While at the time $25 million seemed generously high when
`compared to the current valuation, Medrano and the Kembels did not like the idea of signing a
`document now that capped the upside of value of the Company in the future.
`
`The team considered taking funding from both Softbank and Menlo, but the desire by
`each VC to lead the round left the Company with a choice. Medrano and the Kembels felt that
`the good chemistry between themselves and Heidi Roizen, Softbank's entrepreneur friendly
`reputation, which had been backed up by their own experience to date, and the value of the
`Softbank portfolio led the DoDots team to accept the Softbank offer on August 21, 1999.
`
`DEBT FINANCING
`
`After DoDots received the term sheet from Softbank, the team continued to look for a
`complementary investor for the Company. At the same time, itching to begin building the
`Company, George, John, and Tony did not want to wait until venture money was "in the bank" to
`begin hiring people, getting office space, and buying necessary equipment. In early August,
`Medrano approached a personal contact who ran a commercial bank and obtained a $250K line
`of credit for the Company based on the pending equity financing. Medrano described the use of
`the funds and the implications on the value of the Company.
`
`"With this money, we signed a lease for our first office space and John hired Reactivity,
`a technology consulting company, to convert the prototype client to the production
`In the meantime we're talking to customers and getting initial customer
`client.
`verification of the product. Next we began hiring people internally. The result was that
`everyday the Company was getting more valuable and we still hadn't closed our first
`round of equity financing. We decided to pursue more forms of debt financing with the
`goal of stretching the Company's cash as far as possible. Give us a long 'runway' as they
`call it. Our goal was to finance as much of the growth of the Company as possible with
`debt. We decided to forgo selling any more equity in the Company than necessary.
`Letting another investor into the first round at a $4.5 million pre-money valuation
`seemed foolish at this point. We were already worth much more."
`
`Rather than raising $3 million in the first round as originally intended, the Company
`raised $2M from Softbank at the previously agreed upon $4.5 pre-money valuation. By the time
`that the investment closed on Sept 15, the Company was employing six people. In early October
`1999, Joseph Vetter, a former Microsoft Officer and Softbank limited partner asked to invest in
`the Company. Medrano recalled,
`
`"Vetter really liked the Company and wanted to put a significant amount of money to
`work in it. He wanted to invest at the first round price, which we told him was
`impossible. We had specifically removed the provision from the Series A closing
`documents that would allow additional investors to come into the round after the
`closing6. We also told him that we planned to raise the second round early in the next
`
`Often, the deal documents allow for additional investors to come in after the closing for some predetermined length
`of time.
`
`DO NOT COPY OR POST
`
`Page 13 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`
`DoDots E-89
`
`7
`
`year, but intended to take financing from venture capital investors and couldn't guarantee
`that there would be space in the round for individual investors at that time. However, if
`he chose, Vetter could purchase convertible debt. His investment would earn 10%
`interest and be senior to equity in the case of a liquidation, so there was less risk than an
`equity investment, however, at the time of the closing of the second round, his loan
`would convert into an equity investment at the B share price. It was good for the
`Company and would also allow him to invest in the second round. He agreed and in
`early November purchased $1.25 million in convertible debt."
`
`As the Company grew and George and John concentrated on steering the Company and
`developing the technology, Medrano continued to pursue additional forms of debt financing to
`Following the convertible loan from Vetter, in December the Company
`fuel its growth.
`negotiated an equipment line of credit from Western Technology Investments for the purchase of
`computer equipment and software in the amount of $1.5 million. The equipment loan was
`secured by the assets purchased with the loan proceeds. The loan carried a 10% annual interest
`rate with the payments spread over 36 months, and 6% warrant coverage at the Series B share
`price. However an additional caveat was written into the contract which would price the
`warrants at the Series A price if a B round was not closed by May i5.
`
`In February, the Company further increased its leverage by obtaining $2 million in
`commercial debt from Lighthouse Capital Partners. The terms of this loan included an APR of
`10%, a balloon payment at the end of 36 months and 3.75% warrant coverage. These warrants
`were to be priced at the B round price.
`
`Through this phase Roizen was continuously surprised by the DoDots team's ability to
`raise such advantageous debt financing,
`
`"They stretched a $2 million equity investment further than any company I had ever seen.
`Often investors frown on debt because it makes their interest further subordinated in the
`case that the company's assets are liquidated. Or, it makes the company less attractive to
`new investors because rather than their funds going to build the company they are going
`to repay loans which the company previously took out. In this case however, we felt the
`Company was strong and Tony, John and George had raised very attractive debt
`financing with very good terms that wouldn't require repayment for quite some time. We
`were in full support of it because it was good for the Company."
`
`Hartigan commented on the effect of the Company's fundraising efforts.
`
`"Two of most important things to the growth of an Internet start-up, or any start-up for
`that matter are time and cash. DoDots used debt to get both."
`
`Besides being supportive of the DoDots financing strategy, Softbank, specifically Roizen
`and Hartigan, helped extensively in recruiting and business development. Roizen's network and
`her strong belief in the idea and the team made her ideal for helping to find and "closing" key
`employees.
`
`Technology Investments would receive stock warrants to purchase $90,000 of DoDots stock (6% of the
`$1.5 million loan). The actual number of shares would be calculated based on the share price in the B round, or in
`the event the B round was not closed by May 15, the conversion would be based on the share price in the A round
`($0.55).
`
`DO NOT COPY OR POST
`
`Page 14 of 34
`
`DoDots Exhibit 2067
`Samsung v. DoDots - IPR2023-00701
`
`
`
`
`DoDots E-89
`
`8
`
`"Tony, John, George and I have an excellent working relationship. Much of this stems
`from the way we communicate. The team doesn't take up my time discussing evety key
`decision they make. Rather they just keep me informed. For example, the team will
`often BCC me on important emails. If I feel I need to interject myself, I do. If they need
`me to take some action, they tell me exactly what it is. When they needed me to close on
`the VP of marketing, George sent me an email with the person's resume, his thoughts on
`why he wanted to hire this person, and when this person was expecting my phone call. I
`love that, that's efficiency."
`
`George Kembel seconded Roizen's thoughts,
`
`"Heidi has always done what is good for the Company, and when we do well, like we
`have been the whole way, she's let us run with it. She's been there ready and waiting for
`what we ask her to do. We try to only ask her to do things that are fast and right up her
`alley and don't waste her time on things she shouldn't be doing."
`
`GROWING THE COMPANY
`
`Through the fall and winter the Company continued to beat expectations relative to its
`milestones in terms of technology development, product development, partnerships, and growth.
`The founders and the Softbank team had planned for rapid growth and had put in place the
`infrastructure to enable it. From the hiring of the first employee, the issues of scale were
`addressed. The Company's first hires were aimed at helping the Company to grow rapidly while
`allowing the founders to focus on critical business and technical issues. The Company's first hire
`was the Director of Human Resources, Dani Apgar. Medrano explained,
`
`"We felt that if we intended to build a real company and grow quickly, we needed to be
`able to hire a large number of people and not have us spending all our time on that. We
`also needed someone to figure out how to pay everyone and set up benefits and other
`policies. The same goes for I.T. We quickly hired the director of I.T. to set up the
`office, the network, our servers, and make sure all that ran smoothly. The last thing you
`want in a technology company is to have your CTO configuring laptops. By putting the
`infrastructure in place early we really facilitated our growth."
`
`The topic of replacing the founders as the Company grew had come up on a fairly regular
`basis in discussions among the founders. George, John and Tony wanted to ensure that the
`Company had the right management as the Company grew and had asked Roizen when would be
`the right time to find replacements. Roizen's response had been that if and when the time came
`that the job exceeded the founders' capabilities then the Company could start a search for
`executive management. However, as long as the founders continued to excel as they had,
`Softbank was in favor of leaving the founding team in place. Roizen explained, "The only way
`to really get good entrepreneurs is to let them grow. We want to build leaders that we can fund
`in their next businesses too, knowing that those businesses will even bigger and better because of
`the skills the entrepreneurs have developed."
`
`PARTNERSHIPS
`
`The DoDots team felt their technology