MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • December 17th, 2015 • SmartPros Ltd. • Services-educational services • New York
This Memorandum of Understanding (“MOU”) is entered into as of December 16, 2015, by and among the undersigned parties to (i) one action pending in the Supreme Court of the State of New York, County of Westchester (the “Court”), captioned Jack Isaacs v. Allen S. Greene, et al., Index No. 69123-15 (the “Action”); and (ii) one action pending in the Court of Chancery of the State of Delaware, captioned Robert Brieske v. SmartPros Ltd., et. al. C.A. No. 11743-CB (the “Delaware Action,” and together with the Action, the “Actions”). The plaintiffs in the Actions (collectively, “Plaintiffs”) are shareholders of SmartPros Ltd. (“SmartPros” or the “Company”). The Actions relate to the proposed acquisition of SmartPros by Kaplan, Inc. (“Kaplan”) through Kaplan’s affiliates, DF Institute, LLC (“DF Institute”) and SPL Merger Corp (“Merger Sub”). The defendants in the Actions are Allen S. Greene, Jack Fingerhut, John J. Gorman, Martin H. Lager, Leonard J. Stanley (collectively, the “Director Defend
