Common use of THE LITIGATION Clause in Contracts

THE LITIGATION. The Action is currently pending before the Xxxxxxxxx Xxxxxx X. Schroeder, III in the United States District Court for the Eastern District of Texas (the “Court”) and was brought on behalf of the certified Class of all persons who purchased or otherwise acquired JCPenney common stock or call options, or who sold JCPenney put options, between August 20, 2013 through September 26, 2013, inclusive (the “Class Period”). The initial complaint was filed on October 1, 2013. On February 28, 2014, the Court appointed NSPF as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On June 8, 2015, Lead Plaintiff filed the Revised Consolidated Complaint for Violation of the Federal Securities Laws (“Complaint”), which alleges that during the Class Period, Defendants made false and misleading statements to investors concerning JCPenney’s liquidity, need for additional financing, sufficiency of inventory, and strength of supplier relationships that artificially inflated JCPenney’s stock price, and those statements resulted in substantial damage to the Class. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the 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 time and still believe that, during the Class Period and at all other times, JCPenney’s public statements were truthful, accurate and not misleading. As a result Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter and loss causation. On September 11, 2015, Magistrate Judge Xxxxxxxx issued a report recommending that Defendants’ motion to dismiss be denied. On September 29, 2015, Judge Xxxxxxxxx issued an order adopting Judge Xxxxxxxx’x report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 2017, the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons who, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired X.X. Xxxxxx Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of X.X. Xxxxxx Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby. During the Action the parties engaged in two unsuccessful mediation sessions with Judge Xxxxxx Xxxxxxxxx (Xxx.). However, the parties continued discussions with Judge Xxxxxxxxx, and on April 17, 2017, the parties provisionally agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreement.

THE LITIGATION. The Action This case is currently pending before the Xxxxxxxxx Xxxxxx X. Schroeder, III Xx Xxxxxxxx in the United States District Court for the Eastern Northern District of Texas (the “Court”) and was brought on behalf of the certified Class of all persons who purchased or otherwise acquired JCPenney Trinity common stock or call optionsbetween February 16, or who sold JCPenney put options2012, between August 20through and including April 24, 2013 through September 262015, 2013, inclusive (the “Class Period”)and were damaged thereby. The initial complaint was filed on October 1April 27, 20132015. On February 28March 8, 20142016, the Court appointed NSPF Xxxxxxxx and Pipefitters, the UA Fund, and New Jersey as Lead Plaintiff Plaintiffs and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP, Xxxxxxxxxx Xxxxxxx LLP, and Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP as Lead Counsel. On June 8May 11, 20152016, Lead Plaintiff Plaintiffs filed the Revised Consolidated Complaint for Violation Violations of the Federal Securities Laws (“Complaint”), which alleges that during the Class Period, Defendants made false and misleading statements by failing to disclose to investors concerning JCPenney’s liquiditythat Xxxxxxx secretly made dangerous changes to its ET-Plus guardrail system in 2005 without necessary approval from the Federal Highway Administration, need for additional financingexposing the Company to considerable civil and criminal liabilities, sufficiency risk of inventorylost business, and strength of supplier relationships that other negative financial consequences as a result. These misstatements and omissions artificially inflated JCPenneyXxxxxxx’s stock price, and those statements resulted in ultimately causing substantial damage to the ClassClass when the truth was revealed. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the 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 time and still believe that, during the Class Period and at all other times, JCPenneyXxxxxxx’s public statements were truthful, accurate accurate, and not misleading. As a result result, Defendants contend that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter scienter, and loss causation. On September 11June 14, 20152016, Magistrate Defendants filed a motion to stay and administratively close proceedings pending Trinity’s appeal to the Fifth Circuit of a related qui tam judgment in United States ex rel. Xxxxxx Xxxxxx v. Trinity Industries, Inc., No. 2:12-cv-0089-JRG (E.D. Tex.) (“Harman”). Judge Xxxxxxxx issued a report recommending that denied Defendants’ motion to stay on July 5, 2016. On August 18, 2016, Defendants filed motions to dismiss be deniedthe Complaint on behalf of: 1) Trinity Industries, Inc., Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxx; and 2) Xxxxxxx X. Xxxxxxxx. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2015, Judge Xxxxxxxxx issued an order adopting Judge Xxxxxxxx’x report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 2017, the Court entered 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 modify the schedule for Plaintiffs to file an order appointing Plaintiff NSPF as class representative and certifying amended complaint. On May 8, 2019, the Class defined as: “All persons whoparties agreed to further modify the schedule to allow the parties to focus their efforts on mediation. On June 18, between August 202019, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired X.X. Xxxxxx Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of X.X. Xxxxxx Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby. During the Action the parties engaged in two unsuccessful a successful mediation sessions session with Judge Xxxxxx Xxxxxxxxx (Xxx.). However, the parties continued discussions with Judge Xxxxxxx X. Xxxxxxxxx, and on April 17, 2017, the parties provisionally agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.007,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the The parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-non- monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve a term that was still being negotiated if any disputes arising out of the parties were unable to resolve it themselves, and it included terms to expedite finalization of the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreement.

THE LITIGATION. The Action This case is currently pending before the Xxxxxxxxx Xxxxxx X. Schroeder, III Broderick in the United States District Court for the Eastern Southern District of Texas New York (the “Court”) and was brought on behalf of the a Class (to be certified Class for settlement purposes) of all persons who purchased or otherwise acquired JCPenney common stock or call optionsCNinsure American Depositary Shares (“ADSs”) during the period from March 2, or who sold JCPenney put options2010 through and including November 21, between August 20, 2013 through September 26, 2013, inclusive 2011 (the “Class Period”). The initial complaint was filed on October 117, 2013. On February 282011, 2014and on June 26, 2012, the Court appointed NSPF as Lead Plaintiff Plaintiffs and the firm of Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On June 8August 13, 20152012, Lead Plaintiff Plaintiffs filed the Revised Consolidated Amended Class Action Complaint for Violation of the Federal Securities Laws (“Complaint”), which alleges alleged that during the Class Period, Defendants made 1 To date, Lead Plaintiffs have been unable to effect service upon defendants Xxxxx Xx, Xxxxxxx Xxx and Xxxx Xx (the “Unserved Defendants”). Defendant actively misrepresented and concealed from investors that a material portion of CNinsure’s rapid growth and financial success was attributable to the Company’s equity incentive compensation scheme. Lead Plaintiffs allege that Defendant’s allegedly materially false and misleading statements to investors concerning JCPenney’s liquidity, need for additional financing, sufficiency of inventory, and strength of supplier relationships that artificially inflated JCPenneythe price of CNinsure’s stock priceADSs and when the truth was eventually disclosed, and those statements resulted in substantial damage damages to the Class. From the outset of the Actionlitigation, Defendants have Defendant has denied all of these allegations and consistently maintained that they it never made any statement to the market that was or that it believed was false or misleading, nor did they it ever direct anyone to make public statements that were or that it believed were false or and misleading. Defendants Defendant believed at the time and still believe believes that, during the Class Period and at all other times, JCPenneyCNinsure’s public statements were truthful, accurate and not misleading. As a result result, Defendant contends that Lead Plaintiffs cancould not prove any element of securities fraud, including, but not limited to, falsity, scienter and loss causation. On September 11October 1, 20152012, Magistrate Judge Xxxxxxxx issued a report recommending that Defendants’ CNinsure filed its motion to dismiss be deniedthe Action, arguing that Lead Plaintiffs’ Complaint failed to state a claim for relief. Lead Plaintiffs filed their opposition on November 29, 2012, and CNinsure filed its reply on January 10, 2013. On September 29June 24, 2015, Judge Xxxxxxxxx issued an order adopting Judge Xxxxxxxx’x report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 20172013, the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons whodenying CNinsure’s motion to dismiss. CNinsure filed its Answer on August 9, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired X.X. Xxxxxx Company, Inc. securities2013. The parties have served discovery requests, and were damaged therebyhave met and conferred on the scope of discovery. Excluded from On February 17, 2014, the Class are current and former defendantsSettling Parties participated in a full-day mediation session with a well-respected mediator, members of the immediate family of any current or former defendantsProfessor Xxxx Xxxxx, directors, officers, subsidiaries and affiliates of X.X. Xxxxxx Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant who has a controlling interest, and the legal representatives, affiliates, heirs, successorsextensive experience mediating complex class action litigations such as this Action. Following arm’s-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby. During the Action the parties engaged in two unsuccessful mediation sessions with Judge Xxxxxx Xxxxxxxxx (Xxx.). Howeverlength negotiations, the parties continued discussions with Judge Xxxxxxxxx, and on April 17, 2017, the parties provisionally agreed to settle the Action for financial consideration in on the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreementset forth herein.

THE LITIGATION. The Action This case is currently pending before the Xxxxxxxxx Xxxxxx X. Schroeder, III Shah in the United States District Court for the Eastern Northern District of Texas Illinois (the “Court”) and was ). It is brought on behalf of the a class (to be certified Class for settlement purposes only) of all persons who purchased or otherwise acquired JCPenney the common stock of Rubicon pursuant to the Company’s public offering on or call optionsabout March 19, or who sold JCPenney put options, between August 20, 2013 through September 26, 2013, inclusive 2014 (the “Class PeriodMarch 2014 Offering”). The initial complaint was filed on October 1April 30, 20132015 and alleged that Defendants violated §§11, 12(a)(2), and 15 of the Securities Act of 1933 (“Securities Act”). On February 28Thereafter, 2014on July 15, 2015, the Court appointed NSPF issued an order appointing Firerock Global Opportunity Fund LP as Lead Plaintiff Plaintiff, and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP and Xxxxxxx, Xxxxxxxx & Xxxxxxx, LLP as Lead Counsel. On June 8Lead Plaintiff filed its amended complaint on July 31, 20152015 (the “Amended Complaint”). Lead Plaintiff’s allegations in the Amended Complaint stem from the registration statement, prospectus, and prospectus supplement (collectively, the “Registration Statement”) filed by Xxxxxxx in connection with the Company’s March 2014 Offering. Lead Plaintiff alleged that the Registration Statement, which became effective 12 days before the end of the first quarter of 2014, failed to disclose material information necessary to make the statements made not misleading and failed to disclose material trends, events, and uncertainties that were known to management and were reasonably expected to have a material impact on the Company’s income from continuing operations, as required by Item 303 of SEC Regulation S-K. In particular, Lead Plaintiff filed alleged that the Revised Consolidated Complaint for Violation Registration Statement, by incorporating SEC filings that reflected trends of shrinking losses and costs, failed to disclose that these trends had reversed during the Federal Securities Laws (first quarter of 2014. Lead Plaintiff further alleged that the Registration Statement failed to disclose significant development costs and risks associated with Xxxxxxx’s new and highly touted “Complaint”)PSS” product and also failed to disclose that the Company was selling certain products at or below cost, which alleges would result in a material inventory write-off. Finally, Lead Plaintiff alleged that during the Class Period“risk factors” in the Registration Statement regarding costs, Defendants made inventory write-offs, and the PSS product were false and misleading statements to investors concerning JCPenney’s liquiditybecause they only warned of what might occur if certain contingencies were met; they did not make clear that such contingencies had, need for additional financingin fact, sufficiency of inventory, and strength of supplier relationships that artificially inflated JCPenney’s stock price, and those statements resulted in substantial damage to the Classalready manifested. From the outset of the Actionlitigation, Defendants have denied all of these allegations and have consistently maintained that they never made any statement to the market that Registration Statement was not false or misleading, nor did they ever direct anyone to make public statements misleading and stated all known material trends as required by Item 303 of SEC Regulation S-K. Defendants also contend that any losses suffered by members of the Class were not caused by any false or misleadingmisleading statements by Defendants and/or were caused by intervening events. Defendants believed at anticipated filing a motion to dismiss the time and still believe that, during the Class Period and at all other times, JCPenney’s public statements were truthful, accurate and not misleading. As a result Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter and loss causationAmended Complaint. On September 11August 28, 2015, Magistrate Judge Xxxxxxxx issued however, the Settling Parties requested a report recommending that Defendants’ stay of the motion to dismiss be denied. On September 29briefing schedule to allow the Settling Parties sufficient time to pursue mediation, which the Court granted on August 31, 2015. The Settling Parties participated in a full-day mediation session, Judge Xxxxxxxxx issued an order adopting Judge Xxxxxxxx’x reportas well as numerous follow up communications, with well-respected mediator Xxxxxx X. Xxxxxx, Esq., who has extensive experience mediating complex class action cases such as this Action. ThereafterThe mediation included the exchange of mediation statements prepared by Lead Plaintiff and Defendants. These mediation statements detailed the parties’ respective arguments concerning liability and damages. Leading up to and during the mediation, Defendants filed an answer denying all material allegations the parties had substantial communications with the mediator and with each other regarding their respective views of the Complaint merits of the Action. The Settling Parties did not reach an agreement at the end of the mediation. After additional communications between Xx. Xxxxxx and asserting their defenses. On March 8, 2017the Settling Parties, the Court entered Settling Parties ultimately agreed to an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons who, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired X.X. Xxxxxx Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of X.X. Xxxxxx Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successorsagreement-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby. During the Action the parties engaged in two unsuccessful mediation sessions with Judge Xxxxxx Xxxxxxxxx (Xxx.). However, the parties continued discussions with Judge Xxxxxxxxx, and on April 17, 2017, the parties provisionally agreed principle to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiatedbased upon a Mediator’s Proposal issued by Xx. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017Xxxxxx. On April 21, 2017After further negotiations, the parties finalized a written term sheet, which documented their agreement Settling Parties agreed to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve a term that was still being negotiated if the parties were unable to resolve it themselves, and it included complete terms to expedite the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreementset forth in this Stipulation.

THE LITIGATION. The Action This case is currently pending before the Xxxxxxxxx Xxxxxx Xxxxx X. Schroeder, III Alonso in the United States District Court for the Eastern Northern District of Texas Illinois (“the “Court”) and was ). It is brought on behalf of the Class (to be certified Class for settlement purposes only) of all persons who purchased or otherwise acquired JCPenney the common stock or call optionsof Allscripts between November 8, or who sold JCPenney put options, between August 20, 2013 through September 2010 and April 26, 20132012, inclusive (“the “Class Period”) and were damaged by Defendants’ alleged violations of §§10(b), 20(a), and 20A of the Securities Exchange Act of 1934 (“Exchange Act”). The initial complaint was filed on October 1May 2, 2013. On February 282012, 2014and on November 9, 2012, the Court appointed NSPF issued an order appointing The Government of Bermuda Contributory and Public Service Superannuation Pension Plans and the International Brotherhood of Electrical Workers Local Union 38 Pension Fund as Lead Plaintiff Plaintiffs, and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On June 8January 10, 20152013, Lead Plaintiff Plaintiffs filed the Revised Consolidated Complaint for Violation of the Federal Securities Laws their complaint, which was amended on May 15, 2013 (“the Amended Complaint”), which alleges . Lead Plaintiffs alleged in the Amended Complaint that during the Class Period, Defendants made false and misleading statements to investors concerning JCPenney’s liquidity, need for additional financing, sufficiency regarding the success of inventoryAllscripts’ merger with Eclipsys Corporation, and strength in particular regarding the progress of supplier relationships Defendants’ efforts to integrate the two companies’ software products and personnel. Lead Plaintiffs further alleged that artificially inflated JCPenney’s Defendants’ financial guidance for 2012 did not have a reasonable basis, because of the undisclosed obstacles to product integration and discord within the Company. Finally, Lead Plaintiffs alleged that Defendant Xxxxxxx sold 100,000 shares of Allscripts stock pricewhile in possession of material, and those statements resulted nonpublic information, in substantial damage to violation of §20A of the ClassExchange Act. From the outset of the Actionlitigation, Defendants have denied all of these allegations and have consistently maintained that they never made any statement to the market that was or that they believed was false or misleading, that their statements were forward-looking and protected by the Private Securities Litigation Reform Act’s Safe Harbor provisions, and that Defendants’ stock sales neither violated §20A of the Exchange Act nor did they ever direct anyone to make public statements that were false or misleadingsupported an inference of scienter. Defendants believed at the time and still believe that, during the Class Period and at all other times, JCPenney’s Defendants’ public statements were truthful, accurate accurate, and not misleading, including those statements regarding the integration of products and personnel, and that their 2012 financial guidance had a reasonable basis. As a result result, and as argued in their motion to dismiss the Action, which is pending at the time of this Settlement, Defendants contend that Lead Plaintiffs did not plead an actionable claim and cannot prove any element of securities fraud, including, but not limited to, falsity, scienter and loss causationscienter. On September 11May 28, 20152013, Magistrate Judge Xxxxxxxx issued Xxxxxxxxxx moved to dismiss the Amended Complaint with prejudice, asserting that Lead Plaintiffs failed to state a report recommending claim for relief and that further amendments would be futile. Lead Plaintiffs filed their opposition on June 24, 2013, and Defendants filed their reply on July 22, 2013. At the time the Settling Parties reached an agreement to settle the Action, Defendants’ motion to dismiss be denied. On September 29, 2015, Judge Xxxxxxxxx issued an order adopting Judge Xxxxxxxx’x report. Thereafter, Defendants filed an answer denying all material allegations of the Amended Complaint and asserting their defenses. On March 8, 2017, was pending before the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons who, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired X.X. Xxxxxx Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of X.X. Xxxxxx Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged therebyCourt. During the Action the parties engaged in two unsuccessful mediation sessions with Judge Xxxxxx Xxxxxxxxx (Xxx.). Howeverlitigation, the Settling Parties participated in a full-day mediation session, as well as numerous follow up communications, with well-respected mediator Xxxxxx X. Xxxxxx, Esq., who has extensive experience mediating complex class action litigations such as this Action. The mediation included the exchange of lengthy briefs detailing the parties’ respective arguments concerning liability and damages and substantial communications with the mediator and with each other regarding their respective views of the merits of the Action. The parties continued discussions with Judge Xxxxxxxxx, and on April 17, 2017, the parties provisionally ultimately agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiatedbased upon a Mediator’s Proposal issued by Xx. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement AgreementXxxxxx.

THE LITIGATION. The Action This case is currently pending before the Xxxxxxxxx Xxxxxx Xxxx X. SchroederTharp, III Jr., in the United States District Court for the Eastern Northern District of Texas Illinois (the “Court”) ), and was brought on behalf of the Class (to be certified Class for settlement purposes) of all persons Persons who purchased or otherwise acquired JCPenney common stock or call optionsof Baxter during the period from June 10, or who sold JCPenney put options2009 through and including May 3, between August 20, 2013 through September 26, 2013, inclusive 2010 (the “Class Period”). The initial complaint was filed on October 1September 21, 2013. On February 282010, 2014and on November 30, 2010, the Court appointed NSPF as Lead Plaintiff and the firm Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On June 8January 28, 20152011, Lead Plaintiff filed the Revised Consolidated Class Action Complaint for Violation of the Federal Securities Laws, and on April 15, 2011, Lead Plaintiff filed the Amended Consolidated Class Action Complaint for Violation of the Federal Securities Laws (“Complaint”), which alleges . The Complaint alleged that during the Class Period, Defendants made artificially inflated the Company’s stock price by misrepresenting and omitting material information concerning the true status of the remediation of the Company’s Colleague pumps and the state of and outlook of the Company’s plasma business. Lead Plaintiff avers that Defendants’ allegedly false and misleading statements to investors concerning JCPenney’s liquidity, need for additional financing, sufficiency of inventory, and strength of supplier relationships that omissions artificially inflated JCPenney’s Xxxxxx’x stock priceprice and when the truth was eventually disclosed, and those statements resulted in substantial damage damages to the Class. From the outset of the Actionlitigation, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was false or misleading, nor did they ever direct anyone to make public statements that were false or and misleading. Defendants believed at the time and still believe that, during the Class Period and at all other times, JCPenney’s contend that Xxxxxx’x public statements were truthful, accurate accurate, and not misleading. As a result Plaintiffs canresult, Defendants contend that Lead Plaintiff could not prove any element of securities fraud, including, but not limited to, falsity, scienter and loss causation. On September 11May 27, 20152011, Magistrate Judge Xxxxxxxx issued a report recommending that Defendants’ Defendants filed their motion to dismiss be deniedthe Action, asserting that Lead Plaintiff’s Complaint failed to state a claim for relief. Lead Plaintiff filed its opposition on July 21, 2011, and Defendants filed their reply on August 11, 2011. On September 29January 23, 2015, Judge Xxxxxxxxx issued an order adopting Judge Xxxxxxxx’x report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 20172012, the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons who, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired X.X. Xxxxxx Company, Inc. securitiesOrder granting in part, and were damaged therebydenying in part, Defendants’ motion to dismiss. Excluded from The Order granted the Class are current motion to dismiss with respect to certain allegations in the Complaint related to the failed merger between CSL Limited and former defendantsTalecris Biotherapeutics Holdings Corporation on Xxxxxx’x plasma- derivative products business, members and denied the motion to dismiss as to the remainder of the immediate family Complaint. On February 17, 2012, Defendants filed a motion to certify an interlocutory appeal pursuant to 28 U.S.C. §1292(b) and a motion to stay the proceedings pending a decision, which were both granted. Following briefing, on July 2, 2012, the United States Court of any current or former defendantsAppeals for the Seventh Circuit denied Defendants’ petition for an interlocutory appeal. Defendants filed their answer and separate defenses to the Complaint on August 27, directors, officers, subsidiaries and affiliates of X.X. Xxxxxx Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest2012, and on January 28, 2013, Lead Plaintiff filed its motion for class certification. On December 12, 2014, the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with parties completed supplemental class certification made clear that this class definition includes persons who, during briefing on the same period, sold JCPenney put options and were damaged therebyissue of price impact. During the Action litigation, the parties engaged Settling Parties participated in two unsuccessful a full-day mediation sessions session with Judge Xxxxxx a well-respected mediator, the Xxxxxxxxx Xxxx X. Xxxxxxxx (Xxx.), who has extensive experience mediating complex class action litigations such as this Action. However, the The parties continued discussions with Judge Xxxxxxxxx, and on April 17, 2017, the parties provisionally ultimately agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including based upon a Mediator’s Proposal issued by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement AgreementJudge Xxxxxxxx.

THE LITIGATION. The Action This case is currently pending before the Xxxxxxxxx Xxxxxx X. Schroeder, III Schroeder in the United States District Court for the Eastern District of Texas (the “Court”) and was brought on behalf of the certified Class of all persons who purchased or otherwise acquired JCPenney common stock or call options, or who sold JCPenney put options, between August 20, 2013 2013, through and including September 26, 2013, inclusive 2013 (the “Class Period”). The initial complaint was filed on October 1, 2013. On , and on February 28, 2014, the Court appointed NSPF as Lead Plaintiff and Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as Lead Counsel. On June 8, 2015, Lead Plaintiff filed the Revised Consolidated Complaint for Violation of the Federal Securities Laws (“Complaint”), which alleges that during the Class Period, Defendants made false and misleading statements to investors concerning JCPenney’s liquidity, need for additional financing, sufficiency of inventory, and strength of supplier relationships that artificially inflated JCPenney’s stock price, price and those statements resulted in substantial damage damages to the Class. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the 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 time and still believe that, during the Class Period and at all other times, times that JCPenney’s public statements were truthful, accurate and not misleading. As a result result, Defendants contend that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter and loss causation. On September 11, 2015, Magistrate Judge Xxxxxxxx issued a report recommending that Defendants’ motion to dismiss be denied. On September 29, 2015, Judge Xxxxxxxxx issued an order adopting Judge Xxxxxxxx’x report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 2017, the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons who, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired X.X. Xxxxxx Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of X.X. Xxxxxx Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby. During the Action the parties engaged in two unsuccessful mediation sessions with Judge Xxxxxx Xxxxxxxxx (Xxx.). However, the parties continued discussions with Judge Xxxxxxxxx, and on On April 17, 2017, the parties provisionally agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($97,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreement.