EFiled: Oct 24 2012 0 8 : 0 4 ? ^ ^ ' Transaction ID 47317818 Case No.

7717-VCG

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LAUREN GLASSMAN, Plaintiff/ Counterclaim Defendant, CA. No. 7717-VCG CROSSFIT, INC., a Delaware corporation, and GREG GLASSMAN, Defendants/ Counterclaim Plaintiffs DEFENDANTS' MOTION FOR A PROTECTIVE ORDER TO LIMIT SCOPE OF 30(B)(6) DEPOSITION Defendants CrossFit, Inc. ("CrossFit", or the "Company") and Greg Glassman ("Mr. Glassman," together, the "Defendants") hereby move, pursuant to Court of Chancery Rule 26(c), for a protective order to limit the matters inquired into in the Court of Chancery Rule 30(b)(6) deposition of CrossFit. In support of their motion, Defendants state as follows: INTRODUCTION 1. On October 16, 2012, Plaintiff noticed the deposition of CrossFit, pursuant

to Court of Chancery Rule 30(b)(6) (the "Deposition Notice," attached hereto as Exhibit A). She designated five topics on which Plaintiff requests to examine CrossFit's

corporate designee. See Ex. A, Sch. A. Although most of the topics are of questionable relevance to this proceeding, CrossFit is willing to select a corporate designee to testify on its behalf regarding all but one: The third requested deposition topic (the "Third

Deposition Topic"), described as "Defendants' provision of confidential material to third parties to purchase Plaintiffs interest in CrossFit." See id. 2. As the court is aware, Plaintiff and Mr. Glassman are currently engaged in

litigation in two courts, in two states, involving clearly distinct issues. In addition to this case, they are embroiled in a contentious divorce action, filed prior to this one, in the Superior Court of Arizona, Yavapai County (the "Divorce Action"). 3. Although the Third Deposition Topic is inarticulately worded, it seems to

be intended to convey Plaintiffs desire to examine CrossFit about information given to third parties in connection with Mr. Glassman's effort to obtain financing for his purchase of Plaintiffs interest in CrossFit. Despite having received an offer from Mr. Glassman that is the after-tax equivalent of the competing third party offer made by Anthos Capital, LLC, Plaintiff appears desperate to avoid being required to accept Mr. Glassman's tender. 4. In a frantic effort to undermine Mr. Glassman's offer in the Arizona

proceedings, Plaintiff has sought discovery of this irrelevant information using nearly every procedural means available to her in two separate actions. She has not only requested documents from Defendants, but also from two non-party potential lenders. Defendants have objected to such discovery and those objections are already before the Court. In fact, contemporaneously with this motion, Mr. Glassman and CrossFit are filing Defendants' Motion to Quash and for a Protective Order to Preclude the Production of Documents by, and Depositions of, THL Credit Advisors LLC and Level Equity

Management, LLC, as well as Defendants' Opposition to Plaintiffs Amended Motion to Compel (the "Discovery Motions"). 5. The factual and legal issues relevant to this motion for a protective order

are identical to those addressed by the Discovery Motions. Accordingly, Defendants hereby incorporate by reference the Discovery Motions and all factual information and arguments contained therein. 6. As Defendants have laid out in detail in the Discovery Motions, the

Plaintiffs request is not relevant to any claim in this action and is instead an improper fishing expedition to obtain information for use in the Divorce Proceeding, harass Mr. Glassman, and undermine his attempt to unify ownership of the Company. 7. Because the information Plaintiff requests is not relevant to the claims and

issues in this proceeding, and is requested for improper purposes, Defendants respectfully request that the Court grant the motion for a protective order preventing Plaintiff from inquiring into her Third Deposition Topic or any related or similar issues at the 30(b)(6) Deposition of CrossFit.

OF COUNSEL: Blair G. Connelly William O. Reckler Paul Serritella Kyle L. Wallace Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 Dated: October 24, 2012

Id Raymond J. DiCamillo Raymond J. DiCamillo (#3188) Kevin M. Gallagher (#5337) Richards, Layton & Finger, P.A. 920 North King Street Wilmington, Delaware 19801 (302) 651-7700 Attorneys for Defendants CrossFit, Inc. and Greg Glassman

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CERTIFICATE OF SERVICE I HEREBY CERTIFY that on October 24, 2012, a copy of the foregoing was served by LexisNexis File & Serve on the following attorneys of record: Philip Trainer, Jr., Esquire Toni-Ann Platia, Esquire 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, Delaware 19899 Brian C. Ralston, Esquire J. Matthew Belger, Esquire Potter Anderson & Corroon LLP 1313 N. Market Street P.O. Box 951 Wilmington, Delaware 19899 Curtis S. Miller, Esquire Kevin M. Coen, Esquire Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street Wilmington, Delaware 19801

/s/ Kevin M. Gallagher Kevin M. Gallagher (#5337)

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