Common use of THE LITIGATION Clause in Contracts

THE LITIGATION. The Litigation is pending before the Xxxxxxxxx Xxxxxxx X. Goodwin in the United States District Court for the Western District of Oklahoma. The initial complaint in this action was filed on December 5, 2012. ECF No. 1. On March 6, 2013, the Court appointed Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “AC”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.

THE LITIGATION. A. The Litigation Action is currently pending before the Xxxxxxxxx Xxxxxxx X. Goodwin Xx Xxxxxxxx in the United States District Court for the Western Northern District of OklahomaTexas and was brought on behalf of all persons and entities who purchased or otherwise acquired Trinity common stock between February 16, 2012 and April 24, 2015, inclusive (the “Class Period”), and were damaged thereby. The initial complaint in this action was filed on December 5April 27, 2012. ECF No. 12015. On March 68, 20132016, the Court appointed Xxxxxxxx and Pipefitters, the UA Fund, and New Jersey as Lead Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP, Xxxxxxxxxx Xxxxxxx LLP, and Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Counsel. On May 11, 2016, Lead Plaintiffs and Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected filed the Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “AC”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange ActComplaint”). Specifically, Plaintiffs alleged which alleges that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout during the Class Period (February 24Period, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly Defendants made false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”)to investors regarding changes made in 2005 to Trinity’s ET-Plus guardrail system, and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) that such statements artificially inflated Trinity’s stock price. B. From the outset of the Securities Act Action, Defendants have denied all of 1933 (“Securities Act”) these allegations and §10(b) of consistently maintained that they never made any statement to the Exchange Act in connection with market that was false or misleading, nor did they ever direct anyone to make public statements that were false or misleading. Defendants believed at the Trusts’ time and still believe that, during the Class Period equity offeringsand at all other times, Xxxxxxx’s public statements were truthful, accurate, and not misleading, and that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, and loss causation. C. On June 14, 2016, Defendants filed a motion to stay and administratively close proceedings pending Trinity’s appeal to the Fifth Circuit Court of Appeals of a related qui tam judgment in United States ex rel. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxxXxxxxx Xxxxxx v. Trinity Industries, Xxxx and Xxxxxxx arising out of these offeringsInc., No. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 1282:12-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx cv-0089- JRG (XxxE.D. Tex.) (“Harman”). Judge Xxxxxxxx”) but were unable Xxxxxxxx denied Defendants’ motion to resolve the Litigation. On May 11stay on July 5, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-1802016. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 2418, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC Complaint on October 27behalf of: (i) Xxxxxxx, 2016 (ECF Nos. 226-227)Xxxxx X. Xxxxx, and Xxxxxxx X. Xxxxxxx; and (ii) Xxxxxxx X. Xxxxxxxx. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on August 1November 18, 2016. On March 13, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxxsua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and sustained administratively closed proceedings pending the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs Fifth Circuit’s decision in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust Irelated Harman case. On September 29, 15-cv-00634-G 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of Xxxxxxx. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session with Xxxxxxx X. Xxxxxxxxx, and the parties agreed to settle the Action for financial consideration in the amount of Seven Million, Five Hundred Thousand Dollars (W.D. Okla.) (the “Xxxxxx Litigation”$7,500,000.00). The parties held finalized a second mediation before Judge Xxxxxxxx on February 9written term sheet, 2018, but were again unable which documented their agreement to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) financial consideration and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449several non-monetary settlement terms. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement includedprovided, among other things, an agreement that the mediator was vested with binding authority to settle the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms promptly resolve any disputes arising out of the Xxxxxx Litigation finalization of the settlement are documented in a separate but substantively similar stipulation and subject to Court approvaldocumentation.

THE LITIGATION. The Litigation is pending before On November 23, 2015, the Xxxxxxxxx Xxxxxxx X. Goodwin action entitled Nallagonda v. Osiris Therapeutics, Inc. et al., Case No. 1:15-cv-03562-PX, was filed in the United States District Court for the Western District of OklahomaMaryland, Baltimore Division, on behalf of all persons (other than defendants) who purchased or otherwise acquired Osiris Therapeutics, Inc. (“Osiris” or the “Company”) securities between May 12, 2014 and November 16, 2015, both dates inclusive. The initial complaint in this action was filed on December 5, 2012. ECF No. 1. On March 6, 2013, the Court appointed Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Complaint for Violations alleged violations of the Federal Securities Laws (the “AC”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx federal securities laws and XxxxXxxxx violated §§sought remedy under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Named as defendants were Osiris, Lode Xxxxxxxxxxxx, Xxxxxxx Law and Xxxxxx X. Xxxxxx, Xx. Two days later, on November 25, 2015 the action entitled Xxxxxxx v. Osiris Therapeutics, Inc., et al., Case No. 1:15-cv-3290-JGK, was filed in the same court on behalf of a class of investors who purchased securities of Osiris between May 12, 2014 and November 20, 2015. The Xxxxxxx action named identical defendants and alleged identical claims for violations of federal securities laws. On February 1, 2016, the Xxxxxxx action was voluntarily dismissed by the plaintiff pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(i). SpecificallyMotions asking the Court to appoint Lead Plaintiff and to approve Lead Plaintiff’s selection of lead counsel were filed on January 22, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves2016, and economics of XxxxXxxxx’x core holdings in a hearing on those motions was held on March 21, 2016 before the Honorable J. Xxxxxxxxx Xxxx. The Court entered an area referred to order granting investor Xxxxx Xxxxxxxx’x motion and denying the competing motion. Accordingly, on March 21, 2016, Xxxxx Xxxxxxxx was appointed as the Mississippian play (Lead Plaintiff and the “Mississippian”) throughout the Class Period (February Court approved Lead Plaintiff’s selection of Xxxxxx Xxxxxx Xxxxx Xxxxxxx LLP as Lead Counsel and Xxxxxxxxx Xxxxxxxxx, P.C. as Liaison Counsel. On October 24, 2011 through 2017, the Nallagonda case was reassigned from Judge Xxxx to the Xxx. Xxxxx Xxxxx. Judge Xinis held a status conference on November 81, 20122017 at which counsel for the parties sought a delay of proceedings to permit them to engage in mediation with the goal of attempting to resolve this matter. The Court ordered and received several Joint Status reports between November 2017 and March 28, inclusive2018 when counsel for Osiris and Lead Plaintiff informed the Court that after months of arms-length negotiations, a settlement in principal had been achieved. On April 6, 2018, Lead Plaintiff filed an Amended Complaint for Violations of Federal Securities Laws (“AC”). Plaintiffs allege these misrepresentations and omissions caused the price Lead Plaintiff alleges that Defendants engaged in a variety of XxxxXxxxx common stock to trade at improper accounting practices artificially inflated prices and inflating reported revenues that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectivelyviolated federal law, the “Trusts”), and their respective board members and underwriters, alleging including violations of §§11 Sections 10(b) and 12(a)(220(a) of the Securities Exchange Act of 1933 (“Securities Act”) 1934 and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offeringsRule 10b-5 promulgated thereunder. The AC further Lead Plaintiff alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement includedAC, among other things, an agreement that Defendants made materially false statements, and deceptively omitted material facts, as a consequence of Defendants’ alleged efforts to settle artificially inflate the claims Company’s reported revenues and allegations mislead Osiris’s shareholders and the public as to Osiris’s revenue and revenue growth. Lead Plaintiff contends that the alleged material misrepresentations and omissions were or could have been asserted against Defendant Xxxx made in both this Litigation filings with the SEC, including registration statements, prospectuses, and statements of additional information dating from as early as May 12, 2014, as well as the Xxxxxx Litigation (in annual, semi-annual, and quarterly reports, written press releases, letters, and other written communications, as defined below) well as in return for a total aggregate cash payment across both cases of $18,750,000 oral communications, including communications by Defendants to investors on behalf of Defendant Xxxx, conference calls and in statements to analysts. Osiris has restated financial results for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigationyear ended December 31, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation 2014 and the Xxxxxx Litigation for an aggregate total across both cases first three quarters of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval2015.

THE LITIGATION. The Litigation Action is currently pending before the Xxxxxxxxx Xxxxxxx X. Goodwin X.X. Xxxxx, III in the United States District Court for the Western Eastern District of OklahomaVirginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences2; and/or (ii) all persons who purchased Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint in this action was filed on December 5August 12, 2012. ECF No. 12016. On March 6November 10, 20132016, the Court appointed Plaintiffs Pension Trust as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On April 24, 2017, Lead Plaintiff filed its Complaint for Violations of the Federal Securities Laws (“Complaint”), which added Wayne County as named plaintiff and alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. The named defendants in the Complaint were Orbital ATK, X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, and Xxxx X. XxXxxxx. As to the §14(a) claim, the Complaint alleged that the Joint Proxy Statement issued by Alliant and Orbital Sciences and signed by Defendants D. Xxxxxxxx, Xxxxxx, and XxXxxxx on 2 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. December 17, 2014, which was used to solicit shareholder approval of the Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and (c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The Complaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, X. Xxxxxxxx, Pierce, Xxxxxx, and XxXxxxx made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Class. On May 30, 2017, Defendants filed a motion to dismiss the Complaint. On September 26, 2017, the Court issued two orders, one denying Defendants’ motion to dismiss Lead Plaintiffs Plaintiff’s §14(a) claim and the other granting Defendants’ motion to dismiss Lead CounselPlaintiff’s §10(b) claim without prejudice and with leave to amend. On October 10, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated 2017, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (the “ACAmended Complaint”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx adding X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated defendant on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxxclaim and additional allegations supporting corporate scienter of Orbital ATK for the §10(b) claim. Defendants again moved to dismiss the §10(b) claim, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9March 2, 2018, the Court granted the motion to dismiss defendant X. Xxxxxxxx but were again unable denied it as to resolve the LitigationOrbital ATK. On February March 16, 2018, Plaintiffs moved for Defendants filed their answers denying liability and asserting defenses to the Amended Complaint. After the commencement of discovery in the Action, the parties engaged the services of mediator Xxxxxxx X. Xxxxxxxxx of Xxxxxxxx XXX, who has extensive experience mediating complex class certification (ECF Noaction litigations such as this Action. 268) The Settling Parties engaged in two all-day mediation sessions with Xx. Xxxxxxxxx; the first was held in June 2018 and the Court heard oral argument on that motion on September 6second was held in November 2018, 2019after discovery was largely complete. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and Both mediations included the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve briefs setting forth the Litigation. On September 22, 2020, briefing was completed on defendantsSettling Parties’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528)respective arguments concerning liability and damages, and Plaintiffs’ motion to exclude one the Settling Parties had substantial communications with the mediator regarding their respective views of defendants’ expert witnesses (see ECF Nosthe merits of the Action before, during, and after the mediations. 477-478; 513; 519) (At the “Dispositive Motions”)conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Defendants contend that they did not violate §§10(b) or 20(a) Parties continued to have numerous telephonic exchanges with Xx. Xxxxxxxxx regarding a potential resolution of the Exchange ActAction. SpecificallyOn December 21, 2018, Xx. Xxxxxxxxx issued a mediator’s proposal, which the Settling Defendants denyParties accepted, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal agreeing to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle Action in the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation amount of One Hundred Eight Million Dollars (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation108,000,000.00), subject to negotiating their ability to negotiate the terms of this Stipulation and a Settlement Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.

THE LITIGATION. The Litigation Action is currently pending before the Xxxxxxxxx Xxxxxxx X. Goodwin X.X. Xxxxx, III in the United States District Court for the Western Eastern District of OklahomaVirginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences2; and/or (ii) all persons who purchased Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint in this action was filed on December 5August 12, 2012. ECF No. 12016. On March 6November 10, 20132016, the Court appointed Plaintiffs Pension Trust as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On April 24, 2017, Lead Plaintiff filed its Complaint for Violations of the Federal Securities Laws (“Complaint”), which added Xxxxx County as named plaintiff and alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. The named defendants in the Complaint were Orbital ATK, X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, and Xxxx X. XxXxxxx. As to the §14(a) claim, the Complaint alleged that the Joint Proxy Statement issued by Alliant and Orbital Sciences and signed by Defendants D. Thompson, Pierce, and XxXxxxx on 2 Orbital Sciences and Alliant merged on February 9, 2015 (the “Merger”), at which time Orbital Sciences shareholders were issued Alliant stock, and Alliant, the surviving entity, changed its name to Orbital ATK. December 17, 2014, which was used to solicit shareholder approval of the Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and (c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The Complaint further stated that the alleged false and misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, X. Xxxxxxxx, Pierce, Larson, and XxXxxxx made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Class. On May 30, 2017, Defendants filed a motion to dismiss the Complaint. On September 26, 2017, the Court issued two orders, one denying Defendants’ motion to dismiss Lead Plaintiffs Plaintiff’s §14(a) claim and the other granting Defendants’ motion to dismiss Lead CounselPlaintiff’s §10(b) claim without prejudice and with leave to amend. On October 10, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated 2017, Lead Plaintiff filed an Amended Complaint for Violations of the Federal Securities Laws (the “ACAmended Complaint”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx adding X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated defendant on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxxclaim and additional allegations supporting corporate scienter of Orbital ATK for the §10(b) claim. Defendants again moved to dismiss the §10(b) claim, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9March 2, 2018, the Court granted the motion to dismiss defendant X. Xxxxxxxx but were again unable denied it as to resolve the LitigationOrbital ATK. On February March 16, 2018, Plaintiffs moved for Defendants filed their answers denying liability and asserting defenses to the Amended Complaint. After the commencement of discovery in the Action, the parties engaged the services of mediator Xxxxxxx X. Xxxxxxxxx of Xxxxxxxx ADR, who has extensive experience mediating complex class certification (ECF Noaction litigations such as this Action. 268) The Settling Parties engaged in two all-day mediation sessions with Xx. Xxxxxxxxx; the first was held in June 2018 and the Court heard oral argument on that motion on September 6second was held in November 2018, 2019after discovery was largely complete. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and Both mediations included the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve briefs setting forth the Litigation. On September 22, 2020, briefing was completed on defendantsSettling Parties’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528)respective arguments concerning liability and damages, and Plaintiffs’ motion to exclude one the Settling Parties had substantial communications with the mediator regarding their respective views of defendants’ expert witnesses (see ECF Nosthe merits of the Action before, during, and after the mediations. 477-478; 513; 519) (At the “Dispositive Motions”)conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Defendants contend that they did not violate §§10(b) or 20(a) Parties continued to have numerous telephonic exchanges with Xx. Xxxxxxxxx regarding a potential resolution of the Exchange ActAction. SpecificallyOn December 21, 2018, Xx. Xxxxxxxxx issued a mediator’s proposal, which the Settling Defendants denyParties accepted, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal agreeing to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle Action in the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation amount of One Hundred Eight Million Dollars (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation108,000,000.00), subject to negotiating their ability to negotiate the terms of this Stipulation and a Settlement Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.

THE LITIGATION. The Litigation is pending before On February 17, 2012, two of the affected patients (Class Representatives Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxx) initiated the litigation (“Litigation”) by filing separate class action complaints against SJHS and several of its hospitals in Orange County Superior Court, alleging (among other causes of action) that SJHS had violated the Confidentiality of Medical Information Act (“CMIA”) by releasing its patients’ medical information. After several other patients filed class action complaints and a Petition for Coordination was filed, the Xxxxxxxxx Xxx X. Dunning of the Orange County Superior Court was assigned the Coordination Motion Judge of Judicial Council Coordinated Proceeding (JCCP) 4775 on May 9, 2012. On July 18, 2012, the Xxxxxxxxx Xxxxxx X. Borris, Presiding Judge of Orange County, assigned Judge Xxxxxxx as the Coordination Trial Judge. The Court designated Xxxxxx X. Xxxxxxxx, Xxxxxxxx Calcagnie Xxxxxxxx Xxxxxxx Xxxxx, Inc. and Xxxxxxxx Xxxx-Pearson, Meiselman, Denlea, Packman, Carton & Xxxxx P.C.1 as Plaintiffs’ Co-Lead Counsel, and Xxxxxxx X. Goodwin Xxxxxx, Xxxxxx Xxxx & Xxxxxxxx, as Defendants’ Lead and Liaison Counsel on September 12, 2012. During the course of discovery, Plaintiffs learned several factors that contributed to the Alleged Breach (as defined in ¶ 1.1 below). On December 12, 2012, Plaintiffs filed a consolidated Master Class Action Complaint in the United States District Court for Litigation, alleging four causes of action: (1) violation of the Western District CMIA; (2) negligence; (3) money had and received; and (4) violation of Oklahomathe California Unfair Competition Law (UCL), California Business and Professionals Code, Section 17200, et. The initial complaint in this action was filed on seq. On December 5, 2012. ECF No. 1. On March 62014, 2013, the Court appointed Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “AC”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, after the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) submitted extensive briefing and the Court heard oral argument on that motion on September 6the issues, 2019. See ECF No. 449. The the Court granted Plaintiffs’ Motion for Class Certification on the CMIA claim, finding that the Class satisfied all requirements under Code of Civil Procedure Section 382 and Rule of Court 3.764. The Court defined the class certification motion on September 30as follows: Pursuant to the Court’s order, 2019all Class Members were sent, certifying by mail, notice of the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Court’s Order granting Plaintiffs’ Motion for Class RepresentativesCertification, and naming informing them of their right to opt 1 Xx. Xxxx-Xxxxxxx’x firm is now Finkelstein, Blankinship, Xxxx-Xxxxxxx Xxxxxx as Class Counsel& Xxxxxx, LLP. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) out of the Exchange ActClass. SpecificallyAs a result, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any approximately 556 Class Members (1.7%) elected to opt out of the allegedly false or misleading statements were made with scienterClass. Pursuant to the terms set forth below, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with this Settlement Agreement resolves all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation Claims (as defined in ¶ 1.2 below) in return for a total aggregate cash payment across both cases ), actions and proceedings asserted, or that could be asserted, against SJHS arising out of $18,750,000 or related to the Alleged Breach, by or on behalf of Defendant Xxxxmembers of the Settlement Class herein defined, for but excluding the benefit rights of both Class Members who have previously excluded themselves from the certified Class (as defined below) and a settlement class or who exclude themselves in connection with the Xxxxxx Litigation, subject to negotiating future from the terms Settlement Class after receiving notice of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approvalSettlement.

THE LITIGATION. Plaintiff alleges that between September 28, 2021 and October 13, 2021 (the “Data Incident”). Plaintiff alleges that during this Data Incident, cybercriminals accessed and stole the highly sensitive personally identifiable information (“Private Information” or “PII”) of the Plaintiff and approximately 81,355 Class Members. The Litigation is pending before PII compromised in the Xxxxxxxxx Data Incident includes names, addresses, Social Security numbers, driver’s license or state identification card numbers, passport numbers, financial account information, payment card numbers, medical information, and health insurance information. Plaintiff and members of the Settlement Class (defined below) received notices of the Data Incident in or around June 2022. On September 13, 2022, Plaintiff Xxxxxxx Xxxxxxxxx, individually and on behalf of all others similarly situated, filed a class action complaint in the Eastern District of Michigan (Case No. 4:22-cv-12086) through attorneys A. Xxxxxx Xxxxxx of Xxxxxx Law Firm, Xxxxxxx X. Goodwin in the United States District Court for the Western District Xxxxxxxx of Oklahoma. The initial complaint in this action was filed on December 5Xxxxxxxx & Xxxxxxxx, 2012. ECF No. 1and Xxxxx Xxxxx of DannLaw. On March 631, 20132023, Plaintiff, on behalf of the Class, filed an Amended Class Action Complaint (“Complaint”). In the Complaint, Plaintiff asserted claims for: (i) negligence; (ii) breach of implied contract; (iii) unjust enrichment; and (iv) declaratory and injunctive relief. Subsequently, Defendant filed a Motion to Dismiss the Complaint. Following full briefing and a hearing on the Motion to Dismiss, the Court appointed Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counselentered an Order, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “AC”) was filed on July June 30, 20132023, granting in part and denying in part Defendant’s Motion to Dismiss. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of Under the Securities Exchange Act of 1934 (“Exchange Act”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015Order, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed Plaintiff’s claims for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion unjust enrichment and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), declaratory and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449injunctive relief. The Court granted Plaintiffs’ class certification motion on found that the negligence and breach of implied contract claims had been sufficiently pled. On September 3014, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions2023, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the LitigationParties exchanged initial disclosures. On September 22, 20202023, briefing was completed Plaintiff served requests for document production and interrogatories on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directlyDefendant. On June 4November 28, 20212023, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 Plaintiff served additional pre-mediation discovery requests on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approvalDefendant.

THE LITIGATION. The Litigation Action is currently pending before the Xxxxxxxxx Xxxxxxx X. Goodwin X.X. Xxxxx, III in the United States District Court for the Western Eastern District of OklahomaVirginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences1; and/or (ii) all persons who purchased or acquired Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint in this action was filed on December 5August 12, 2012. ECF No. 12016. On March 6November 10, 20132016, the Court appointed Plaintiffs Pension Trust as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Counsel. On April 24, 2017, Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Plaintiff filed its Complaint for Violations of the Federal Securities Laws (the “ACComplaint”) was filed on July 30), 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx which added Wayne County as named plaintiff and XxxxXxxxx violated alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”)1934. SpecificallyThe named defendants in the Complaint were Orbital ATK, Plaintiffs X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, and Xxxx X. XxXxxxx. As to the §14(a) claim, the Complaint alleged that defendants misrepresented the Joint Proxy Statement issued by Alliant and omitted material facts concerning the productionOrbital Sciences and signed by Defendants D. Xxxxxxxx, reservesXxxxxx, and economics of XxxxXxxxx’x core holdings in an area referred XxXxxxx on December 17, 2014, which was used to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned solicit shareholder approval of the allegedly Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and omissions XxxxXxxxx’x share price declined(c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I Complaint further stated that the alleged false and XxxxXxxxx Mississippian Trust II misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. 1 Orbital Sciences and Alliant merged on February 9, 2015 (collectively, the “TrustsMerger”), at which time Orbital Sciences shareholders were issued Alliant stock, and their respective board members and underwritersAlliant, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and surviving entity, changed its name to Orbital ATK. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, X. Xxxxxxxx, Pierce, Xxxxxx, and XxXxxxx made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the LitigationClass. On May 1130, 20152017, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs Defendants filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions motion to dismiss the TAC on October 27, 2016 (ECF NosComplaint. 226-227), and on August 1On September 26, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ issued two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526)orders, one motion to reconsider the denial of defendantsdenying Defendants’ motion to dismiss Lead Plaintiff’s §14(a) claim and the TAC (see ECF Nos. 483; 510; 528), and Plaintiffsother granting Defendants’ motion to exclude one dismiss Lead Plaintiff’s §10(b) claim without prejudice and with leave to amend. the Settling Parties had substantial communications with the mediator regarding their respective views of defendants’ expert witnesses (see ECF Nosthe merits of the Action before, during, and after the mediations. 477-478; 513; 519) (At the “Dispositive Motions”)conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Defendants contend that they did not violate §§10(b) or 20(a) Parties continued to have numerous telephonic exchanges with Xx. Xxxxxxxxx regarding a potential resolution of the Exchange ActAction. SpecificallyOn December 21, 2018, Xx. Xxxxxxxxx issued a mediator’s proposal, which the Settling Defendants denyParties accepted, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal agreeing to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle Action in the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation amount of One Hundred Eight Million Dollars (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation108,000,000.00), subject to negotiating their ability to negotiate the terms of this Stipulation and a Settlement Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.

THE LITIGATION. The Litigation is pending before the Xxxxxxxxx Xxxxxxx X. Goodwin A. Beginning on or about October 29, 1998, and thereafter, twenty-three (23) proposed class actions alleging violations of federal securities laws were filed in the United States District Court for the Western Northern District of OklahomaTexas and were subsequently consolidated under the above caption In re: FirstPlus Financial Group, Inc. Securities Litigation, No. The initial complaint in this action was filed on December 53:98-CV-2551-M, 2012. ECF Noand are hereinafter referred to as the "Action." 1. B. On March 6September 12, 20132000, the Court appointed Plaintiffs Dr. James Rich, for the Rich Family Trust, Samuel Nappi and Susan J. Kagxxxx-Xxxx as lead plaintiffs (the "Lead Xxxxxxxxxx"). On September 12, 2000, the Court also appointed the law firms of Milberg Weiss Bershad Hynes & Lerach LLP and Sirota & Sirota LLP as Xx-Xxxx Xxxxxex, xxx Cxxxxxn & Xxxx, PLLC as Local Counsel. On May 16, 2002, the Court grxxxxx Xamuxx Xappi permission to withdraw as lead plaintiff, and on June 20, 0000, xxx Court granted Susan J. Kagnoff-Marx permission to withdraw as lead plaintiff. On Mxx 00, 0000, xxx Xxxxt appointed Edward P. Doremus, III as a lead plaintiff in this Action. X. Xx Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counsel00, respectively.1 ECF No. 60. Plaintiffs’ Corrected 2000, a Consolidated Amended Complaint for Violations of the Federal Securities Laws (the “AC”"Complaint") was filed on July 30for violations of federal securities laws, 2013. ECF No. 75. The AC allegedwhich alleged violations of Sections 11, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx 12 and XxxxXxxxx violated §§15 of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“"Exchange Act”"). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout Rule 10b-5 promulgated thereunder, against Defendants FirstPlus, Daniel T. Phillips, Eric C. Green and William P. Benac. The Complainx xxxxxxxxx xxxxxxd, xxxxx xxxxx thingx, xxxx Xxxxxxxxts issued false and misleading financial statements, press releases and other statements regarding FirstPlus' financial condition during the Class Period (February 24as hereinafter defined) in a scheme to artificially inflate the value of FirstPlus' securities. The Complaint was brought on behalf of all persons who purchased or otherwise acquired FirstPlus stock during the period from August 19, 2011 1996 through November 82, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused 1998 (the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectively, the “Trusts”"Class Period"), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act including those persons who acquired FirstPlus stock in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act FirstPlus' secondary offering of stock and/or FirstPlus' acquisitions of National Loan, Inc., Capital Direct, Modem Finance Company, Western Interstate BanCorp., Freedom Mortgage Corp. and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the Litigation. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Southern Management Corp. D. Defendants filed motions to dismiss the TAC on October 27Complaint. On September 28, 2016 (ECF Nos. 226-227), and on August 1, 20172001, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, issued an Order granting in part and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs denying in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449part Defendants' motions. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ Defendant William P. Benac's motion to dismiss and dismissed the TAC (see ECF Nosallegations axxxxxx Xx. 483; 510; 528)Xxxxx xith prejudice. The Court also dismissed with prejudice thx xxxxxx asserted under the Securities Act that were based on the August 28, 1998 S-4 Registration Statement, Prospectus and Proxy Statement regarding the proposed acquisition of Life Financial Corporation, and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”)January 7, 1998 and August 21, 1998 S-8 Registration Statement for FirstPlus' stock options. The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. SpecificallyCourt denied Defendants' motions to dismiss in all other respects. E. On October 23, 2002, the Settling Defendants deny, inter alia, Court denied lead plaintiffs' motion for class certification to the extent that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed it sought to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.Dr. James

THE LITIGATION. The Litigation is pending before Plaintiffs allege that on or between March 1 and June 2, 2023, cybercriminals breached the Xxxxxxxxx computer and information systems of ETZ’s ecommerce website support and accessed personally identifiable information and financial account information belonging to ETZ’s current and former customers (the “Data Incident”). Specifically, Plaintiffs allege that the following categories of information were potentially compromised in the Data Incident, including, but not limited to, unencrypted and unredacted names, billing and shipping addresses, and financial information such as credit or debit card information (including card number, expiration date and printed card security code) (collectively, the “Private Information”). ETZ discovered this intrusion on July 10, 2023, and took steps to secure its ecommerce site. On August 3, 2023, ETZ sent notice of the Data Incident to approximately 42,000 individuals. On August 14, 2023, Plaintiff Xxxxxxx X. Goodwin Xxxxxx (“Xxxxxx”) filed a putative class action complaint against ETZ concerning the Data Incident in the United States District Court for the Western District of OklahomaOregon. The initial complaint in this action Plaintiffs Xxxxx Xxxxxxx was added to the “Litigation” (defined below) through the First Amended Class Action Complaint filed on December 5May 15, 2012. ECF No. 1. On March 6, 2013, the Court appointed Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP 2024 (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Complaint for Violations of the Federal Securities Laws 19) (referred to herein as the “AC”) was filed on July 30, 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, Xxxxx and XxxxXxxxx violated §§10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange ActComplaint”). Specifically, Plaintiffs alleged that defendants misrepresented and omitted material facts concerning the production, reserves, and economics of XxxxXxxxx’x core holdings in an area referred to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned of the allegedly false and misleading statements and omissions XxxxXxxxx’x share price declined. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I and XxxxXxxxx Mississippian Trust II (collectivelyIn January 2024, the “Trusts”), and their respective board members and underwriters, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and §10(b) of the Exchange Act in connection with the Trusts’ Class Period equity offeringsParties began settlement discussions. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015Shortly thereafter, the parties held Parties agreed to attend a full-day mediation on March 21, 2024, before the Xxxxxxxxx Xxxx X. honorable Judge Xxxxx Xxxxxxxx (Xxx.) (“of JAMS. Prior to the mediation, the Parties engaged in an informal exchange of information and documents and presented their positions and arguments in confidential submissions to Judge Xxxxxxxx”) but . At the March 21, 2024, mediation, the Parties were unable to resolve the Litigationreach an agreement, but continued negotiations which culminated in an agreement, in principle. On May 11, 2015, the Court issued opinions and orders dismissing Plaintiffs’ claims relating This accepted agreement is memorialized in this Settlement Agreement. Pursuant to the Trusts’ offeringsterms set out below, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, this Settlement provides for the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result resolution of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions to dismiss the TAC on October 27, 2016 (ECF Nos. 226-227), and on August 1, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526), one motion to reconsider the denial of defendants’ motion to dismiss the TAC (see ECF Nos. 483; 510; 528), and Plaintiffs’ motion to exclude one of defendants’ expert witnesses (see ECF Nos. 477-478; 513; 519) (the “Dispositive Motions”). The Settling Defendants contend that they did not violate §§10(b) or 20(a) of the Exchange Act. Specifically, the Settling Defendants deny, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle the claims and allegations causes of action asserted, or that were or could have been asserted asserted, against Defendant Xxxx in both this Litigation as well as ETZ and the Xxxxxx Litigation “Released Persons” (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 relating to the Data Incident, by and on behalf of Defendant Xxxx, for “Representative Plaintiffs” (also referred to herein as “Class Representatives”) and the benefit of both the Class “Settlement Class” (as defined below) and a settlement class in connection with the Xxxxxx Litigation, subject to negotiating the terms of this Stipulation and Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval).

THE LITIGATION. The Litigation Action is currently pending before the Xxxxxxxxx Xxxxxxx X. Goodwin X.X. Xxxxx, III in the United States District Court for the Western Eastern District of OklahomaVirginia (the “Court”) and is brought on behalf of a proposed class of: (i) all persons who held stock in Orbital Sciences Corporation (“Orbital Sciences”) as of December 16, 2014 and exchanged shares of Orbital Sciences stock for shares of Orbital ATK common stock on or around February 9, 2015 in connection with the merger between Alliant Techsystems Inc. (“Alliant”) and Orbital Sciences1; and/or (ii) all persons who purchased or acquired Orbital ATK common stock between May 28, 2015 and August 9, 2016, inclusive (the “Class Period”). The initial complaint in this action was filed on December 5August 12, 2012. ECF No. 12016. On March 6November 10, 20132016, the Court appointed Plaintiffs Pension Trust as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP (“Xxxxxxx Xxxxxx”) as Lead Plaintiffs and Counsel. On April 24, 2017, Lead Counsel, respectively.1 ECF No. 60. Plaintiffs’ Corrected Consolidated Amended Plaintiff filed its Complaint for Violations of the Federal Securities Laws (the “ACComplaint”) was filed on July 30), 2013. ECF No. 75. The AC alleged, inter alia, that defendants Xxxx, Xxxxxxx, which added Xxxxx County as named plaintiff and XxxxXxxxx violated alleged violations of §§10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”)1934. SpecificallyThe named defendants in the Complaint were Orbital ATK, Plaintiffs X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, and Xxxx X. XxXxxxx. As to the §14(a) claim, the Complaint alleged that defendants misrepresented the Joint Proxy Statement issued by Alliant and omitted material facts concerning the productionOrbital Sciences and signed by Defendants D. Thompson, reservesPierce, and economics of XxxxXxxxx’x core holdings in an area referred XxXxxxx on December 17, 2014, which was used to as the Mississippian play (the “Mississippian”) throughout the Class Period (February 24, 2011 through November 8, 2012, inclusive). Plaintiffs allege these misrepresentations and omissions caused the price of XxxxXxxxx common stock to trade at artificially inflated prices and that when the market learned solicit shareholder approval of the allegedly Merger, contained materially false and misleading statements regarding, inter alia: (a) Alliant’s historical financial results, (b) the performance of Alliant’s $2.3 billion Lake City Contract, and omissions XxxxXxxxx’x share price declined(c) Alliant’s internal controls because the statements omitted to disclose, inter alia, that Alliant’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Alliant suffered material weaknesses in internal controls. The AC also brought claims against two entities named XxxxXxxxx Mississippian Trust I Complaint further stated that the alleged false and XxxxXxxxx Mississippian Trust II misleading statements caused Alliant to be overvalued and impacted the exchange ratio to the detriment of Orbital Sciences shareholders, depriving certain members of the Class of their right to a fully informed shareholder vote and inducing them to vote their shares and accept inadequate consideration. 1 Orbital Sciences and Alliant merged on February 9, 2015 (collectively, the “TrustsMerger”), at which time Orbital Sciences shareholders were issued Alliant stock, and their respective board members and underwritersAlliant, alleging violations of §§11 and 12(a)(2) of the Securities Act of 1933 (“Securities Act”) and surviving entity, changed its name to Orbital ATK. As to the §10(b) claim, the Complaint alleged that during the Class Period, Defendants Orbital ATK, X. Xxxxxxxx, Pierce, Larson, and XxXxxxx made false and misleading statements regarding, inter alia: (a) Orbital ATK’s financial results, (b) the Lake City Contract’s performance, and (c) Orbital ATK’s internal controls because the statements omitted to disclose, inter alia, that Orbital ATK’s financial results were materially misstated, that the Lake City Contract was operating at an approximately $375 million loss, and that Orbital ATK suffered material weaknesses in internal controls. The Complaint further alleged that, as a result, Orbital ATK’s stock price was artificially inflated, which allegedly resulted in substantial damage to members of the Exchange Act in connection with the Trusts’ Class Period equity offerings. The AC further alleged Securities Act and Exchange Act claims against defendants XxxxXxxxx, Xxxx and Xxxxxxx arising out of these offerings. Defendants denied the allegations in the 1 All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1 herein. AC and filed motions to dismiss on October 7, 2013, which Plaintiffs opposed. See ECF Nos. 128-135, 138-142. On March 27, 2015, the parties held a mediation before the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.) (“Judge Xxxxxxxx”) but were unable to resolve the LitigationClass. On May 1130, 20152017, the Court issued opinions and orders dismissing Plaintiffs’ claims relating to the Trusts’ offerings, finding that those claims were not encompassed by Plaintiffs’ PSLRA notice.2 See ECF Nos. 179-180. On August 27, 2015, the Court dismissed the AC but granted leave to amend. ECF Nos. 184-85. Plaintiffs Defendants filed a Second Consolidated Amended Complaint on October 23, 2015. ECF No. 188. XxxxXxxxx filed for bankruptcy protection on May 16, 2016. See ECF No. 212. On May 24, 2016, the Court issued an opinion and order staying the proceedings as a result of XxxxXxxxx’x voluntary bankruptcy petition. ECF No. 216. After the stay was vacated on October 17, 2016 (ECF No. 219), Plaintiffs filed the Third Consolidated Amended Complaint (the “TAC”) on October 21, 2016, to name XxxxXxxxx as a nominal defendant. See ECF No. 225. Defendants filed motions motion to dismiss the TAC on October 27, 2016 (ECF NosComplaint. 226-227), and on August 1On September 26, 2017, the Court sustained the §10(b) claims against all defendants except Xxxxxxx, and sustained the §20(a) claims against all defendants. ECF Nos. 239-240. 2 The claims alleged on behalf of Trust purchasers were thereafter brought by the plaintiffs in the action titled Xxxxx & Xxxxxxxx Xxxxxx Trust x. XxxxXxxxx Mississippian Trust I, 15-cv-00634-G (W.D. Okla.) (the “Xxxxxx Litigation”). The parties held a second mediation before Judge Xxxxxxxx on February 9, 2018, but were again unable to resolve the Litigation. On February 16, 2018, Plaintiffs moved for class certification (ECF No. 268) and the Court heard oral argument on that motion on September 6, 2019. See ECF No. 449. The Court granted Plaintiffs’ class certification motion on September 30, 2019, certifying the class, appointing Northern Nevada, Greater St. Louis and Xxxxxxxx Xxxxxx as Class Representatives, and naming Xxxxxxx Xxxxxx as Class Counsel. ECF No. 453. The parties conducted extensive fact, class certification and expert discovery, including 29 depositions, the production and review of over 2.4 million pages of documents and the exchange of multiple expert reports. The parties then held a third mediation before Judge Xxxxxxxx on December 13, 2019, but were again unable to resolve the Litigation. On September 22, 2020, briefing was completed on defendants’ issued two summary judgment motions (see ECF Nos. 479-480; 489; 514; 520; 525), two motions to exclude Plaintiffs’ expert witnesses (see ECF Nos. 475; 487; 504; 507; 524; 526)orders, one motion to reconsider the denial of defendantsdenying Defendants’ motion to dismiss Lead Plaintiff’s §14(a) claim and the TAC (see ECF Nos. 483; 510; 528), and Plaintiffsother granting Defendants’ motion to exclude one dismiss Lead Plaintiff’s §10(b) claim without prejudice and with leave to amend. the Settling Parties had substantial communications with the mediator regarding their respective views of defendants’ expert witnesses (see ECF Nosthe merits of the Action before, during, and after the mediations. 477-478; 513; 519) (At the “Dispositive Motions”)conclusion of each mediation session, the Settling Parties did not reach an agreement. The Settling Defendants contend that they did not violate §§10(b) or 20(a) Parties continued to have numerous telephonic exchanges with Xx. Xxxxxxxxx regarding a potential resolution of the Exchange ActAction. SpecificallyOn December 21, 2018, Xx. Xxxxxxxxx issued a mediator’s proposal, which the Settling Defendants denyParties accepted, inter alia, that they made any false or misleading statements, that any of the allegedly false or misleading statements were made with scienter, and that Class Members, including Class Representatives, suffered any damages. Plaintiffs vigorously dispute these arguments and contend the case should proceed to trial. With the Dispositive Motions pending before the Court, the parties resumed their discussion of settlement proposals as part of an arm’s-length negotiation process. At first, Plaintiffs negotiated with all Settling Defendants collectively, as a group. Plaintiffs subsequently negotiated with Defendant Xxxx directly and separately negotiated with Defendants Xxxxxxx and Xxxxx directly. On June 4, 2021, Plaintiffs executed a confidential term sheet memorializing their agreement in principal agreeing to settle the claims asserted against Defendant Xxxx. The agreement included, among other things, an agreement to settle Action in the claims and allegations that were or could have been asserted against Defendant Xxxx in both this Litigation as well as the Xxxxxx Litigation amount of One Hundred Eight Million Dollars (as defined below) in return for a total aggregate cash payment across both cases of $18,750,000 on behalf of Defendant Xxxx, for the benefit of both the Class (as defined below) and a settlement class in connection with the Xxxxxx Litigation108,000,000.00), subject to negotiating their ability to negotiate the terms of this Stipulation and a Settlement Agreement of Settlement and approval by the Court. Separately, on June 18, 2021, Plaintiffs and Defendants Xxxxxxx and Xxxxx agreed in principle to accept a mediator’s recommendation to settle the claims and allegations that were or could have been asserted against Messrs. Xxxxxxx and Xxxxx in both this Litigation and the Xxxxxx Litigation for an aggregate total across both cases of $17 million. This Stipulation (along with the Exhibits hereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties with respect to this Litigation. The terms of the Xxxxxx Litigation settlement are documented in a separate but substantively similar stipulation and subject to Court approval.