Common use of The Action Clause in Contracts

The Action. On February 22, 2019, a proposed class action was commenced on behalf of investors who purchased FSD class B common shares in the secondary market during the Class Period, against FSD in the Ontario Superior Court: Xxxx Xxxxxx v. FSD Pharma, Inc. CV-19-614981-00CP (the " Action"). The Plaintiff in the Action alleges that the Defendant made misrepresentations during the Class Period related to FSD’s business, operations and finances by omitting from core documents, non-core documents and statements, material facts regarding the status of its project with Auxly Cannabis Corp. to build-out 220,000 square feet of cannabis cultivation space in Cobourg, Ontario. The parties have reached a proposed settlement of the Action, without an admission of liability on the part of the Defendant, subject to approval by the Court. The terms of the proposed settlement are set out below. FSD will pay CAD $5.5 million (the “Settlement Amount”), in full and final settlement of all claims against it in the Action. The Settlement Amount, less the lawyers’ fees and disbursements, administrator’s expenses, and taxes (the “Net Settlement Amount”), if approved by the Court, will be distributed to the Class on a pro rata basis. The Settlement Agreement may be viewed at xxxxx://xxxxxxxxxx.xxx/fsd-pharma-inc/, xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx, or in the investor relations section of xxxxx://xxx.xxxxxxxxx.xxx. If the Settlement is approved, a further notice will be published which will include instructions on how Class Members can file Claim Forms to participate in the pro rata distribution of the Net Settlement Amount and the deadline for doing so. The Settlement provides that if it is approved by the Court, the claims of all Class Members which were asserted or which could have been asserted in the Action (except any putative Class Members who opt-out) will be fully and finally released and the Action will be dismissed.

The Action. On February 22, 2019In 2010, a proposed class action proceeding was commenced on behalf of investors who purchased FSD class B common shares in the secondary market during the Class Period, against FSD in the Ontario Superior Court: Xxxx Xxxxxx v. FSD Pharma, Inc. CV-19-614981-00CP Court of Justice (the " “Court”) against the Defendants (the “Action"”). The Action alleged that the Defendants misrepresented, among other things, Canadian Solar’s revenue, losses associated with certain of its long-term contracts, and that its financial results were prepared and presented in accordance with US generally accepted accounting principles. The Action alleged that the Defendants made such misrepresentations in certain public documents released during the period from and including May 26, 2009 to June 1, 2010, as well as in oral statements made during the same period, resulting in Canadian Solar’s securities trading at artificially inflated prices during this period. On September 9, 2014, the Court granted the Plaintiff leave to bring an action for damages under Part XXIII.1 of Ontario’s Securities Act. On January 5, 2015, the Court certified the Action as a class action on behalf of the Class Members. Pursuant to this order, Class Members were afforded the right to exclude themselves or “opt out” of the Class no later than January 15, 2016. Persons who validly exercised the right to opt out are not Class Members, are not affected by this notice and may not participate in the Settlement. Since then, the Action alleges that has been vigorously litigated. On July 8, 2020, the Defendant made misrepresentations during Plaintiff and the Class Period related to FSD’s business, operations and finances by omitting from core documents, non-core documents and statements, material facts regarding Defendants executed a Settlement Agreement providing for the status of its project with Auxly Cannabis Corp. to build-out 220,000 square feet of cannabis cultivation space in Cobourg, Ontario. The parties have reached a proposed settlement of the ActionAction (“Settlement”), without an admission of liability on the part of the Defendant, which is subject to approval by the Court. The terms Settlement Agreement provides for the payment of the proposed settlement are set out below. FSD will pay CAD $5.5 million USD$13,000,000.00 (the “Settlement AmountFunds”), ) in consideration of the full and final settlement of all the claims against it in the Actionof Class Members. The Settlement AmountFunds include all legal fees, less the lawyers’ fees and disbursements, administrator’s taxes and administration expenses, and taxes (the “Net Settlement Amount”), if approved by the Court, will be distributed to the Class on a pro rata basis. The Settlement Agreement may be viewed at xxxxx://xxxxxxxxxx.xxx/fsd-pharma-inc/, xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx, or in the investor relations section of xxxxx://xxx.xxxxxxxxx.xxx. If the Settlement is approved, a further notice will be published which will include instructions on how Class Members can file Claim Forms to participate in the pro rata distribution of the Net Settlement Amount and the deadline for doing so. The Settlement provides that if it is approved by the Court, the claims of all Class Members which were asserted or which could have been asserted in the Action (except any putative Class Members who opt-out) will be fully and finally released and the Action will be dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom have denied, and continue to deny, the allegations against them.

The Action. This Action alleges violations of the Federal Securities Laws (specifically, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder) against Xxxxxxx, Sachs & Co. (“Xxxxxxx Xxxxx”) and The Xxxxxxx Sachs Group, Inc. (“GS Group”). GS Group is a publicly-traded bank and financial holding company based in New York, NY. Xxxxxxx Xxxxx is the firm’s principal U.S. broker- dealer and investment bank. During the class period, GS Group common stock traded on the New York Stock Exchange (NYSE) under the ticker symbol “GS.” The Plaintiff alleges that, during the class period, GS Group’s stock price was artificially inflated as a result of untrue or materially misleading statements concerning Xxxxxxx Sachs’ research activities, including statements about the objectivity and independence of the firm’s investment research. Plaintiff further contends that Defendants made these statements knowing them to be false or misleading, or recklessly disregarding their false or misleading nature, and that investors suffered injury as a result of the alleged inflation. The Defendants have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action; continue to believe the claims asserted against them in the Action are without merit; and have agreed to enter into the Settlement solely to avoid the expense, distraction, time, and uncertainty associated with continuing the Action. This Action was filed on July 18, 2003, in the United States District Court for the District of Nevada. By Order dated February 23, 2004, the court appointed Xxxxxx Xxxxx as Lead Plaintiff pursuant to § 21D(a)(3)(B) of the Securities Exchange Act of 1934 (the “Exchange Act”) as amended by the Private Securities Litigation Reform Act of 1995 (“PSLRA”). The Court also approved Lead Plaintiff’s selection of Xxxxxx & Binkow LLP (later Xxxxxx Xxxxxx & Xxxxxxxx LLP) and Xxxxx XxXxxxxxx & Squire LLP (later Xxxxx XxXxxxxxx LLP) as co-Lead Counsel. On March 19, 2004, the Action was transferred to the United States District Court for the Southern District of New York (the “Court”) and assigned to The Xxxxxxxxx Xxxxxx Xxxxxxx. On April 27, 2004, this Action was reassigned to the Xxxxxxxxx Xxxxx Xxxxx Buchwald. On June 30, 2004, Lead Plaintiff filed his First Amended Class Action Complaint (“FAC”). On August 30, 2004, Defendants filed their Motion to Dismiss the FAC. On September 20, 2004, the case was reassigned to the Xxxxxxxxx Xxxxxxx X. Karas. Following full briefing and oral argument on Defendants’ Motion to Dismiss the FAC, by Order dated February 2223, 20192005, a proposed class action was commenced the Court granted Defendants’ Motion to Dismiss the FAC and gave Lead Plaintiff leave to amend. The operative complaint in the Action is the Second Amended Class Action Complaint (the “Complaint”), filed on February 25, 2005, against GS Group, Xxxxxxx Xxxxx and Xxxxx X. Xxxxxxx. The Complaint alleges violations of §§ 10(b) and 20(a) of the Exchange Act, on behalf of investors who purchased FSD a class B of purchasers of GS Group common shares in stock from July 1, 1999 through May 7, 2002. On March 24, 2005, the secondary market during Defendants moved to dismiss the Class PeriodComplaint. After full briefing and oral argument, by Order dated September 29, 2006, Judge Xxxxx denied the motion to dismiss as to GS Group and Xxxxxxx Xxxxx, granted the motion to dismiss as to Xxxxx X. Xxxxxxx, and permitted Lead Plaintiff thirty (30) days to seek leave to amend the complaint against FSD in Xx. Xxxxxxx. Lead Plaintiff did not amend the Ontario Superior claims against Xx. Xxxxxxx. On November 14, 2006, Defendants answered the Complaint. On February 21, 2007, Lead Plaintiff moved for certification of a class. On September 4, 2007, this Action was reassigned to the Xxxxxxxxx Xxxxxxx X. Sullivan. Following full briefing, discovery and oral argument, the Court granted Lead Plaintiff’s motion for class certification by order dated September 15, 2008. By letters dated October 7 and 15, 2008 and February 2, 2009, Defendants requested pre-motion conferences with the Court to address the implications of recent caselaw on the Court: Xxxx Xxxxxx v. FSD Pharma, Inc. CV-19-614981-00CP (’s Order certifying the " Action")Class. The Plaintiff Court denied Defendants’ requests by Orders dated, October 15 and 16, 2008 and February 4, 2009, respectively. On September 26, 2008, Defendants filed a petition with the United States Court of Appeals for the Second Circuit, pursuant to Federal Rules of Civil Procedure 23(f), for leave to appeal the Court’s order granting Plaintiff’s motion for class certification. The Second Circuit denied Defendants’ petition by Order dated March 19, 2009. After completing extensive fact and expert discovery, on June 14, 2010, one day prior to the date the Parties were to file their respective motions for summary judgment and/or for preclusion of expert testimony, the Parties reached an agreement in principle to resolve this Action. While the Parties each continue to believe that their respective positions are correct, and further believe that they would prevail at any trial on the merits, the Parties, in order to avoid the continuing risk of litigation and the risks presented by trial and appeal, have agreed to settle the Action alleges that the Defendant made misrepresentations during the Class Period related to FSD’s business, operations and finances by omitting from core documents, non-core documents and statements, material facts regarding the status of its project with Auxly Cannabis Corp. to build-out 220,000 square feet of cannabis cultivation space in Cobourg, Ontario. The parties have reached a proposed settlement of the Action, without an admission of liability on the part of the Defendant, subject to approval by the Court. The terms of the proposed settlement are set out forth below. FSD will pay CAD $5.5 million (the “Settlement Amount”), in full and final settlement of all claims against it in the Action. The Settlement Amount, less the lawyers’ fees and disbursements, administrator’s expenses, and taxes (the “Net Settlement Amount”), if approved by the Court, will be distributed to the Class on a pro rata basis. The Settlement Agreement may be viewed at xxxxx://xxxxxxxxxx.xxx/fsd-pharma-inc/, xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx, or in the investor relations section of xxxxx://xxx.xxxxxxxxx.xxx. If the Settlement is approved, a further notice will be published which will include instructions on how Class Members can file Claim Forms to participate in the pro rata distribution of the Net Settlement Amount and the deadline for doing so. The Settlement provides that if it is approved by the Court, the claims of all Class Members which were asserted or which could have been asserted in the Action (except any putative Class Members who opt-out) will be fully and finally released and the Action will be dismissed.

The Action. On February 22, 2019In 2008, a proposed class action was commenced on behalf of investors who purchased FSD class B common shares in the secondary market Ontario Superior Court of Justice (the “Court”) against CIBC and certain of its officers (the “Individual Defendants”, the “Action”). The Action alleged that, during the Class Period, against FSD CIBC misrepresented or failed to disclose in the Ontario Superior Court: Xxxx Xxxxxx v. FSD Pharmacertain quarterly financial statements and MD&A, Inc. CV-19public oral statements and filings with securities regulators, material information relating to CIBC’s investments in and exposure to United States residential mortgage-614981-00CP backed securities (the " Action"“US RMBS”). The Plaintiff in the Action alleges alleged that the Defendant made misrepresentations these public oral statements and filings with securities regulators by CIBC during the Class Period related contained statements that were false or materially misleading. It was alleged that CIBC’s own common shares therefore traded at artificially inflated prices during the Class Period, resulting in damage to FSD’s businessClass Members when information relating to those alleged misrepresentations was publicly disclosed. CIBC and the Individual Defendants denied all allegations. By order dated February 3, operations and finances by omitting from core documents2014, non-core documents and statements, material facts regarding the status Court of its project Appeal for Ontario granted the Plaintiffs leave to proceed with Auxly Cannabis Corp. to build-out 220,000 square feet of cannabis cultivation space in Cobourg, Ontario. The parties have reached a proposed settlement the Action under Part XXIII.1 of the Action, without an admission of liability Ontario Securities Act and certified the Action as a class proceeding on the part behalf of the DefendantClass Members. By order of the Ontario Superior Court of Justice dated September 13, 2016, Class Members were afforded the right to exclude themselves or “opt out” of the Class by no later than January 3, 2017. Persons who validly exercised the right to opt out are not Class Members, are not affected by this notice and may not participate in the Settlement. Since then, the Action has been vigorously litigated. On •, the Plaintiffs and CIBC executed a Settlement Agreement providing for the settlement the Action (the “Settlement”), which is subject to approval by the Court. The terms Settlement Agreement provides for the payment of the proposed settlement are set out below. FSD will pay CAD $5.5 million CAD$125,000,000.00 (the “Settlement Amount”), ) in consideration of the full and final settlement of all the claims against it in the Actionof Class Members. The Settlement AmountAmount includes all legal fees, less the lawyers’ fees and disbursements, administrator’s taxes, administration expenses, and taxes (the “Net Settlement Amount”), if approved by the Court, will be distributed levy payable to the Class on a pro rata basis. The Settlement Agreement may be viewed at xxxxx://xxxxxxxxxx.xxx/fsd-pharma-inc/, xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx, or in the investor relations section of xxxxx://xxx.xxxxxxxxx.xxx. If the Settlement is approved, a further notice will be published which will include instructions on how Class Members can file Claim Forms to participate in the pro rata distribution Proceedings Fund of the Net Settlement Amount and the deadline for doing soOntario Law Foundation. The Settlement provides that if it is approved by the Court, the claims of all Class Members which were asserted or which could have been asserted in the Action (except any putative Class Members who opt-out) will be fully and finally released and the Action will be dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom have denied, and continue to deny, the allegations against them.

The Action. On February 22, 2019, a proposed class action was commenced on behalf of investors who purchased FSD class B common shares in the secondary market during the Class Period, against FSD in the Ontario Superior Court: Xxxx Xxxxxx v. FSD Pharma, Inc. CV-19-614981-00CP (the " Action"). The Plaintiff in the Action alleges that the Defendant made misrepresentations during the Class Period related to FSD’s business, operations and finances by omitting from core documents, non-core documents and statements, material facts regarding the status of its project with Auxly Cannabis Corp. to build-out 220,000 square feet of cannabis cultivation space in Cobourg, Ontario. The parties have reached a proposed settlement of the Action, without an admission of liability on the part of the t he Defendant, subject to approval by the Court. The terms of the proposed settlement are set out below. FSD will pay CAD $5.5 million (the “Settlement Amount”), in full and final settlement of all claims against it in the Action. The Settlement Amount, less the lawyers’ fees and disbursements, administrator’s expenses, and taxes (the “Net Settlement Amount”), if approved by the Court, will be distributed to the Class on a pro rata basisin accordance with the court-approved Plan of Allocation. The Settlement Agreement may be viewed at xxxxx://xxxxxxxxxx.xxx/fsd-pharma-inc/, xxxxx://xxxxxxxxxx.xxx/fsd-pharma-inc/ or at xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx, or in the investor relations section of xxxxx://xxx.xxxxxxxxx.xxx. If the Settlement is approved, a further notice will be published which will include instructions on how Class Members can file Claim Forms to participate in the pro rata distribution of the Net Settlement Amount and the deadline for doing so. The Settlement provides that if it is approved by the Court, the claims of all Class Members which were asserted or which could have been asserted in the Action (except any putative Class Members who opt-out) will be fully and finally released and the Action will be dismissed.