The first two are common stock purchase agreements, allowing you to buy stock in the newly reincorporated Facebook,The Social Network · 2010 — Chapter 22 of 23 · 2'33" · B2
Eduardo Signs Away His Shares, Explained: in all honesty
In a conference room, Eduardo is handed papers that swap his old shares for new ones and dilute his stake. He signs them without hiring his own lawyers. Years later he admits the mistake: "It was insanely stupid of me not to have my own lawyers look over all the..."
What happens
Lawyers walk Eduardo through a stack of agreements that cancel his old shares, give him new ones, and reduce his ownership. He signs without a lawyer of his own. At the deposition, he admits the mistake and adds that he believed the company's lawyers were also his.
Listen for
as opposed tocan live withsigning your own death certificatein all honesty
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Now
Phrase of the scene
in all honesty
To be completely honest
Eduardo 承认：In all honesty, I thought they were my lawyers，把最致命的天真说了出来。
In all honesty, I never read the terms.
Also in this scene
- as opposed to
In contrast to
- can live with
Able to accept something
- signing your own death certificate
Signing away your own future
- leading question
A question that suggests its own answer
Everything marked in this scene
36 notes across 41 lines
participle clause with allow: The participle clause explains what the agreements let him do.
The first two are common stock purchase agreements, allowing you to buy stock in the newly reincorporated Facebook,In contrast to
as opposed to the old shares, which are now worthless.non-defining relative clause: The clause quietly writes off everything he used to hold.
as opposed to the old shares, which are now worthless.The third is an exchange agreement allowing you to exchange the old shares for new shares,How many shares of stock will I own?stress
Jesus Christ.Jesus Christ.'Cause you may need to dilute it to award shares to new investors.'Cause you may need to dilute it to award shares to new investors.liaison
'Cause you may need to dilute it to award shares to new investors.Well, Mark doesn't care about money and he needs to be protected.Able to accept something
I can live with that.Would you like to use my pen?weak form
Would you like to use my pen?Can you please repeat the question?A question that suggests its own answer
No, it was an outrageously leading question the first time around,and now you want us to hear it twice?Yes. Would you read it back, please?Signing away your own future
"Counsel: 'And when you signed these documents, "'were you aware that you were signing your own death certificate?"'extraposed subject with of me: It fronts an empty subject so the judgment can land on him.
It was insanely stupid of me not to have my own lawyers look over all the...It was insanely stupid of me not to have my own lawyers look over all the...To be completely honest
In all honesty, I thought they were my lawyers.Okay, Eduardo, did Mr. Zuckerberg say anything to you after you signed the papers?He'd already told me that he wouldn't be coming back to school for at least a semester,past perfect with reported speech: The past perfect fixes the order: the warning came before the signing.
He'd already told me that he wouldn't be coming back to school for at least a semester,so we were saying goodbye for a while.Somewhere around the end of November or early December.Peter wants to throw us an amazing party when we hit a million members.Peter wants to throw us an amazing party when we hit a million members.when clause: The when clause sets the trigger for the promised party.
Peter wants to throw us an amazing party when we hit a million members.It's gonna be out of control. You gotta come back for it.It's gonna be out of control. You gotta come back for it.liaison
It's gonna be out of control. You gotta come back for it.It's gonna be out of control. You gotta come back for it.Remember the algorithm on the window at Kirkland?Eduardo Signs Away His Shares, explained
What's really going on
The scene is the hinge of the whole betrayal, and it is quiet. Eduardo signs away his stake in the language of ordinary paperwork — purchase agreements, exchange agreements, a voter holding agreement — with no lawyer of his own in the room. His confession later is flat and damning: "In all honesty, I thought they were my lawyers." The film does not need a villain here, only a person who trusts the wrong people because they are his friends. The line that lands hardest is not about money but about loneliness: "I was your only friend." What gets diluted is not just his shares but the friendship itself.
Theme
BetrayalEduardo signs documents that quietly strip his ownership, trusting lawyers and friends who are not on his side.
FriendshipThe loss is personal: he thought the lawyers were his, and he calls himself Mark's only friend.
Listen for
- Jesus Christ — stress
- dilute it to — liaison
- Would you like to — weak form
- out of control — liaison
I was your only friend.The accusation that reframes the business dispute: the person he trusted most says he was the only one who stood by Mark.
In all honesty, I thought they were my lawyers.The confession of misplaced trust, stated without defense — he believed the company's lawyers were protecting him.
My father won't even look at me.The personal cost of the deal, extending the shame beyond the boardroom into his family.
It's gonna be out of control. You gotta come back for it.The invitation to the party at a million members, the promise that makes the eventual exclusion sharper.
It was insanely stupid of me not to have my own lawyers look over all the...His own verdict on the mistake: not bad luck but a failure to get independent advice.
Questions about this scene
What did Eduardo actually sign?
Papers that canceled his old, worthless shares in favor of new ones, diluted his ownership, and added a voting agreement. The effect was to reduce his stake without his realizing it.
Why didn't Eduardo use his own lawyer?
He trusted the people around him and believed the company's lawyers were acting for him too. He calls this the insanely stupid part of the whole mistake.
What does "signing your own death certificate" mean here?
It is the lawyer's phrase for signing documents that destroy your own position. In this case, the paperwork ends Eduardo's control over his share of the company.
What is the emotional core of the scene?
Its cost is personal. Eduardo says his father will not look at him and that he was Mark's only friend, turning a legal maneuver into a story about loyalty.
The Social Network · 23 chapters
All chapters →
Up next · Chapter 23lawyer upMark Dismantles Eduardo at Facebook
Chapter 1speak in codeErica Dumps Mark at the Bar
Chapter 2take my mind offMark Builds Facemash
Chapter 3an awful lot ofMark Crashes Harvard's Network
Chapter 4make an example out ofZuckerberg Faces the Ad Board
Chapter 5a no-brainerWinklevoss Twins Pitch Their Site
Chapter 6in a stampedeMark Pitches the Facebook Idea
Chapter 7off the recordEduardo's Deposition Turns on Emails
Chapter 8bounce aroundFacebook Launches Relationship Status
Chapter 9give someone the fingerThe Winklevosses Debate Suing Mark
Chapter 10Facebook meEduardo Recalls Facebook's Launch
Chapter 11monetizeMark and Eduardo Argue About Money
Chapter 12the minimum amountMark Answers with Minimum Attention
Chapter 13written in inkErica Confronts Mark Over the Internet
Chapter 14the shoe's on the other footSean Parker Wakes Up at Stanford
Chapter 15make that callThe Winklevosses Meet President Summers
Chapter 16a dog in this fightSean Parker Wins Over Mark
Chapter 17stir the potEduardo's Chicken Deposition Story
Chapter 18once-in-a-generationSean Parker Meets Mark in Palo Alto
Chapter 19at our disposalThe Winklevosses Decide to Sue Mark
Chapter 20get left behindEduardo Confronts Mark Over Sean
Chapter 21let bygones be bygonesEduardo Freezes the Company Account
Watching · Chapter 22in all honestyEduardo Signs Away His Shares
Chapter 23lawyer upMark Dismantles Eduardo at FacebookChapter 22 of 23 · about 3 min to go