Zornberg v. NAPCO Security Technologies, Inc. — Entry #108: SETTLEMENT AGREEMENT by Brady Adams Hutchings Irrevocable Trust U/A DTD 12/18/2012, Caroline Hutchings Morin Irrevocable Trust U/A DTD 12/30/2014, City of…

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  UNITED STATES DISTRICT COURT
  EASTERN DISTRICT OF NEW YORK

                                            x
  RANDY ZORNBERG, Individually and on       : Civil Action No. 1:23-cv-06465-BMC
  Behalf of All Others Similarly Situated,  :
                                            : CLASS ACTION
                                Plaintiff,  :
                                            : STIPULATION OF SETTLEMENT
         vs.                                :
                                            :
  NAPCO SECURITY TECHNOLOGIES, INC., :
  RICHARD L. SOLOWAY, and KEVIN S.          :
  BUCHEL,                                   :
                                            :
                                Defendants.
                                            :
                                            x


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           This Stipulation of Settlement, dated August 25, 2026 (the “Stipulation”), is made and

  entered into by and among: (i) Lead Plaintiff Donald W. Hutchings, individually and as trustee of

  several trusts 1 (“Lead Plaintiff”), and plaintiff City of Warren Police and Fire Retirement System

  (together with Lead Plaintiff, “Plaintiffs”), on behalf of themselves and each Class Member,2 by and

  through their counsel of record in Zornberg v. NAPCO Security Technologies, Inc., et al., Civil

  Action No. 1:23-cv-06465-BMC (E.D.N.Y.) (the “Litigation”); and (ii) NAPCO Security

  Technologies, Inc. (“NAPCO” or the “Company”) and Richard L. Soloway (“Soloway”) and Kevin

  S. Buchel (“Buchel”) (the “Individual Defendants” and together with NAPCO, the “Defendants”), by

  and through their counsel of record in the Litigation. The Plaintiffs and the Defendants are referred

  to herein as the “Parties” or “Settling Parties.” The Stipulation is intended to fully, finally, and

  forever resolve, discharge, and settle the Litigation and the Released Plaintiffs’ Claims, subject to the

  approval of the Court and the terms and conditions set forth in this Stipulation.

  I.       THE LITIGATION

           The Litigation is currently pending before Judge Brian M. Cogan in the United States District

  Court for the Eastern District of New York (the “Court”). The initial complaint in the Litigation was

  filed on August 29, 2023, and asserted claims under the Securities Exchange Act of 1934


  1
      The trusts are: the Brady Adams Hutchings Irrevocable Trust U/A DTD 12/18/2012; the Caroline
  Hutchings Morin Irrevocable Trust U/A DTD 12/30/2014; the Donald W. Hutchings Living Trust
  U/A DTD 09/19/1994; the Donald W. Hutchings Principal Residence Trust U/A DTD 09/19/1994;
  the Hutchings Community Property Trust U/A DTD 05/20/2015; the Jay Whitney Hutchings
  Irrevocable Trust, Grantors Donald W. Hutchings and Pamela Paul Hutchings, dated December 18,
  2012; the Julie Renee Hutchings Irrevocable Trust U/A DTD 12/18/12; the Kyle Hutchings Morin
  Irrevocable Trust U/A DTD 12/30/2014; the Pamela Paul Hutchings Living Trust U/A DTD
  09/19/1994; and the Pamela Paul Hutchings Principal Residence Trust U/A DTD 09/19/1994.
  2
      All capitalized terms not otherwise defined shall have the meanings ascribed to them in §IV.1
  herein.

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  (“Exchange Act”). On November 14, 2023, the Court appointed Donald W. Hutchings as Lead

  Plaintiff and Robbins Geller Rudman & Dowd LLP and Johnson Fistel, PLLP as Lead Counsel.

            On February 16, 2024, Lead Plaintiff filed his Amended Complaint for Violations of the

  Federal Securities Laws, adding as defendants a number of NAPCO Board Members and the

  underwriters of NAPCO’s secondary stock offering (the “Amended Complaint”). The Amended

  Complaint also added City of Warren Police and Fire Retirement System as a plaintiff, asserting

  claims under the Securities Act of 1933 (the “Securities Act”) in addition to the Exchange Act

  claims.

            On April 26, 2024, the then-named defendants moved to dismiss the Amended Complaint.

  Plaintiffs filed their opposition brief on June 24, 2024, and Defendants filed their reply on August 1,

  2024. On April 11, 2025, the Court issued its Memorandum Decision and Order granting in part and

  denying in part the motion to dismiss. The then-named defendants answered the Amended

  Complaint on May 12, 2025.

            The Court entered the Parties’ proposed Civil Case Management Plan on June 17, 2025. The

  Parties then conducted extensive document and other written discovery.

            Plaintiffs filed their motion for class certification on September 29, 2025. Defendants agreed

  not to oppose certification of Plaintiffs’ Exchange Act claims if Plaintiffs agreed to dismiss their

  Securities Act claims. Upon the Court’s entry of the Parties’ proposed stipulation, the Securities Act

  claims were dismissed with prejudice, the Former Defendants were dismissed from the Litigation,

  and the Class was certified.

            On February 9, 2026, the Court granted Plaintiffs’ motion to file a second amended

  complaint, and Plaintiffs filed the Second Amended Complaint for Violations of the Federal


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  Securities Laws (the “Complaint”) on the same day. Defendants answered the Complaint on

  February 23, 2026.

           On April 15, 2026, Plaintiffs and Defendants each requested a pre-motion conference in

  advance of moving for summary judgment. Plaintiffs and Defendants filed their responses on April

  24, 2026. Their requests were pending at the time this Settlement was reached.

           Plaintiffs and Defendants participated in a voluntary confidential mediation session with

  David Murphy (of Phillips ADR), an experienced mediator, on January 15, 2026. The mediation

  session was preceded by the submission and exchange of mediation statements by both Plaintiffs and

  Defendants. The Parties engaged in good-faith negotiations, but did not reach a settlement at the

  mediation session. Following additional settlement discussions with Mr. Murphy, on May 1, 2026,

  the Parties agreed to settle the Litigation in return for a cash payment of $20 million to be paid by or

  on behalf of Defendants for the benefit of the Class, subject to the negotiation of the terms of a

  stipulation of settlement and approval by the Court. This Stipulation (together with the Exhibits

  hereto) has been duly executed by the undersigned signatories on behalf of their respective clients,

  and reflects the final and binding agreement among the Settling Parties.

  II.      DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

           Throughout this Litigation, Defendants have denied, and continue to deny, any and all of the

  claims alleged in the Litigation, including any allegations of fault, liability, wrongdoing, or damages

  whatsoever. Specifically, Defendants expressly have denied, and continue to deny, that they have

  committed any act or made any materially misleading statement giving rise to any liability under the

  federal securities laws. Defendants expressly have denied, and continue to deny, that they have

  committed any wrongdoing or violations of law as alleged in any complaint in the Litigation or that

  could have been alleged in the Litigation, and Defendants maintain that their conduct was at all times


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  proper and in compliance with applicable provisions of law. Defendants also have denied, and

  continue to deny, that they made any material misstatement or omission or engaged in any fraudulent

  schemes; that the price of NAPCO common stock was artificially inflated during the Class Period as

  a result; that any Class Member, including Plaintiffs, relied on any challenged statement or purported

  omission; that any Class Member, including Plaintiffs, suffered any damages; or that any Class

  Members, including Plaintiffs, were harmed by any conduct alleged in the Litigation or that could

  have been alleged therein. Defendants also have denied, and continue to deny, that they acted with

  the requisite intent to commit a violation of the federal securities laws. Defendants maintain that

  they have meritorious defenses to all claims alleged in the Litigation and that evidence developed to

  date supports such defenses.

           As set forth below, neither the Settlement itself nor any of the terms of this Stipulation shall

  be construed or deemed to be evidence of or constitute an admission, concession, or finding with

  respect to any claim or allegation in the Litigation, or any claim of any fault, negligence, liability,

  wrongdoing, or damage whatsoever, or any infirmity in the defenses that Defendants have, or could

  have, asserted. Defendants are entering into this Stipulation solely to eliminate the burden, expense,

  distraction, and uncertainty inherent in any litigation, especially in complex cases such as this

  Litigation. Defendants have determined that it is desirable and beneficial to them that the Litigation

  be settled in the manner and upon the terms and conditions set forth in this Stipulation.

  III.     PLAINTIFFS’ CLAIMS AND THE BENEFITS OF SETTLEMENT

           Plaintiffs and Lead Counsel believe that the claims asserted in the Litigation have merit and

  that the evidence developed to date supports the claims asserted therein. However, Plaintiffs and

  Lead Counsel recognize and acknowledge the expense and length of continued proceedings

  necessary to prosecute the Litigation through trial and through appeals. Plaintiffs and Lead Counsel


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  also have taken into account the uncertain outcome and the risks of any litigation, especially in a

  complex action such as this Litigation, as well as the difficulties and delays inherent in this

  Litigation. Plaintiffs and Lead Counsel also are mindful of the inherent problems of proof under and

  possible defenses to the securities law violations asserted in the Litigation. Plaintiffs and Lead

  Counsel believe that the Settlement set forth in this Stipulation confers substantial benefits upon the

  Class. Based on their own investigation and evaluation, Plaintiffs and Lead Counsel have

  determined that the Settlement set forth in this Stipulation is in the best interests of Plaintiffs and the

  Class.

  IV.      TERMS OF THE STIPULATION AND AGREEMENT OF SETTLEMENT

           NOW, THEREFORE, without any concession by Plaintiffs that the Litigation lacks merit,

  and without any concession by Defendants of any liability, wrongdoing, fault, damages, or lack of

  merit in the defenses asserted, IT IS HEREBY STIPULATED AND AGREED by and among

  Plaintiffs (on behalf of themselves and the Class Members) and Defendants, by and through their

  respective counsel, that, subject to the approval of the Court pursuant to Rule 23(e) of the Federal

  Rules of Civil Procedure, in consideration of the benefits flowing to the Parties from the Settlement,

  the Litigation and the Released Plaintiffs’ Claims shall be finally, fully, and forever compromised,

  settled, and released, and the Litigation shall be dismissed with prejudice upon and subject to the

  terms and conditions of this Stipulation, as follows:

           1.         Definitions

           As used in this Stipulation and in any Exhibits attached hereto and made a part hereof, the

  following terms, when capitalized, have the meanings specified below:


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           1.1        “Authorized Claimant” means any Class Member who submits a valid Claim to the

  Claims Administrator that is accepted for payment pursuant to the Court-approved Plan of

  Allocation.

           1.2        “Claim(s)” means a paper claim submitted on a Proof of Claim and Release form or

  an electronic claim that is submitted to the Claims Administrator.

           1.3        “Claims Administrator” means the firm retained by Plaintiffs and Lead Counsel,

  subject to approval of the Court, to provide all notices approved by the Court to potential Class

  Members and to administer the Settlement.

           1.4        “Class” means all Persons who purchased or otherwise acquired NAPCO common

  stock between November 7, 2022, and August 18, 2023, inclusive, and were damaged thereby.

  Excluded from the Class are: (i) Defendants and the Former Defendants and members of their

  immediate families; (ii) the officers and directors of NAPCO during the Class Period and members

  of their immediate families; (iii) the legal representatives, heirs, successors, or assigns of any of the

  foregoing; and (iv) any entity in which any Defendant or Former Defendant has or had a controlling

  interest. Also excluded from the Class is any Person who properly excludes himself, herself, itself,

  or themselves from the Class by submitting a valid and timely request for exclusion.

  Notwithstanding any provision to the contrary, any Investment Vehicle is not excluded from the

  Class. “Investment Vehicle” means any investment company or pooled investment fund, including,

  but not limited to, mutual funds, mutual fund families, exchange traded funds, fund of funds, and

  hedge funds, of which any of the Underwriter Defendants have, has, or may have a direct or indirect

  interest, or as to which it or its affiliates may act as an investment advisor, but in which any of the

  Underwriter Defendants alone or together with their respective affiliates is not a majority owner or

  does not hold a majority beneficial interest.

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           1.5        “Class Member” or “Member of the Class” mean a Person who falls within the

  definition of the Class as set forth in ¶1.4 above.

           1.6        “Class Period” means the period between November 7, 2022, and August 18, 2023,

  inclusive.

           1.7        “Defendants’ Counsel” means Simpson Thacher & Bartlett LLP.

           1.8        “Effective Date,” or the date upon which this Settlement becomes “Effective,” means

  the first date by which all of the events and conditions specified in ¶7.1 of this Stipulation have been

  met and have occurred or have been waived.

           1.9        “Escrow Account” means an interest-bearing account established by the Escrow

  Agent. The Escrow Account shall be managed by the Escrow Agent, subject to the Court’s

  supervisory authority, for the benefit of Plaintiffs and the Class in accordance with the terms of this

  Stipulation and any order of the Court.

           1.10       “Escrow Agent” means the law firm of Robbins Geller Rudman & Dowd LLP or its

  successor(s).

           1.11       “Final” means, with respect to any order or Judgment of the Court, that such order or

  Judgment represents a final and binding determination of all issues within its scope, has not been

  reversed, vacated, or modified in any way and is no longer subject to appellate review, either

  because of disposition on appeal and conclusion of the appellate process or because of passage,

  without action, of time for seeking appellate review, and is not subject to a collateral attack or other

  challenge. Without limitation, an order or Judgment becomes Final if it is not subject to a collateral

  attack and when either: (a) no appeal therefrom has been filed and the time has passed for any notice

  of appeal to be timely filed therefrom; or (b) an appeal from the Judgment or order has been filed

  and either: (i) the court of appeals has either affirmed the order or Judgment or dismissed that appeal

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  and the time for any reconsideration or further appellate review has passed; or (ii) a higher court has

  granted further appellate review and that court has either affirmed the underlying order or Judgment

  or affirmed the court of appeals’ decision affirming the Judgment or dismissing the appeal. For

  purposes of this paragraph, an “appeal” shall include any motion for reconsideration or petition for a

  writ of certiorari or other writ that may be filed in connection with approval or disapproval of this

  Settlement. Any appeal or proceeding seeking subsequent judicial review pertaining solely to an

  order issued with respect to: (a) attorneys’ fees, costs, or expenses; (b) the Plan of Allocation (as

  submitted or subsequently modified); or (c) the procedures for determining Authorized Claimants’

  recognized Claims, shall not in any way delay, affect, or preclude the time set forth above for the

  Judgment to become Final, or otherwise preclude the Judgment from becoming Final.

           1.12       “Former Defendants” means, collectively, Paul Stephen Beeber, Rick Lazio, Donna

  Soloway, Robert Ungar, Andrew J. Wilder, Needham & Company, LLC, and William Blair &

  Company, L.L.C.

           1.13       “Judgment” means the Final Judgment and Order of Dismissal with Prejudice to be

  rendered by the Court, substantially in the form attached hereto as Exhibit B, to be entered by the

  Court.

           1.14       “Lead Counsel” means the law firms of Robbins Geller Rudman & Dowd LLP and

  Johnson Fistel, PLLP.

           1.15       “Lead Plaintiff” means Donald W. Hutchings.

           1.16       “Litigation” means the lawsuit pending in the United States District Court for the

  Eastern District of New York captioned Zornberg v. NAPCO Security Technologies, Inc., et al.,

  Civil Action No. 1:23-cv-06465-BMC.


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         1.17       “Net Settlement Fund” means the Settlement Fund less: (a) any Court-awarded

attorneys’ fees, expenses, and interest thereon, and payments to Plaintiffs pursuant to 15 U.S.C.

§78u-4(a)(4); (b) Notice and Administration Expenses; (c) Taxes and Tax Expenses; and (d) other

Court-approved deductions.

         1.18       “Notice and Administration Expenses” means actual notice and administration

expenses, including reasonable costs and expenses actually incurred with providing notice of the

Settlement to the Class by mail, email, publication, and other means, locating potential Class

Members, assisting with the submission of Claims, processing Proofs of Claim, administering the

Settlement, and paying escrow taxes, fees, and costs, if any.

         1.19       “Person(s)” means an individual, corporation (including all divisions and

subsidiaries), limited liability corporation, professional corporation, partnership, limited partnership,

limited liability partnership, limited liability company, professional corporation, joint venture, fund,

association, joint stock company, estate, legal representative, trust, unincorporated association,

government or any political subdivision or agency thereof, and any business or legal entity, and all

of their respective spouses, heirs, beneficiaries, trustees, transferees, executors, administrators,

predecessors, successors, representatives, or assignees.

         1.20       “Plaintiffs’ Counsel” means any attorney or firm who has appeared in the Litigation

on behalf of any plaintiff or proposed class.

         1.21       “Plan of Allocation” means a plan or formula of allocation of the Net Settlement

Fund whereby the Net Settlement Fund shall be distributed to Authorized Claimants. Any Plan of

Allocation is not part of this Stipulation and neither Defendants nor the Released Defendant Parties

shall have any responsibility or liability with respect thereto. Any order of the Court modifying or

rejecting the Plan of Allocation will not affect the finality or binding nature of the Settlement.

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         1.22       “Postcard Notice” means the notice, as approved by the Court and as described in

¶3.1 and in the Preliminary Approval Order, substantially in the form attached hereto as Exhibit A-4,

which is to be emailed or mailed to potential Class Members informing them of the Settlement

contemplated by this Stipulation.

         1.23       “Preliminary Approval Order” means an order entered by the Court, substantially in

the form of Exhibit A attached hereto, granting, inter alia: (i) preliminary approval of the Settlement

set forth in this Stipulation; and (ii) approval for the mailing and emailing of the Postcard Notice,

publication of the Summary Notice, and the posting of the Notice of Pendency and Proposed

Settlement of Class Action (“Notice”) and Proof of Claim and Release form on the case-designated

website, substantially in the forms of Exhibits A-1 through A-4 attached hereto.

         1.24       “Proof of Claim” means the Proof of Claim and Release form for submitting a Claim.

Subject to approval of the Court, the Proof of Claim shall be substantially in the form attached hereto

as Exhibit A-2, which a Class Member must complete and submit should that Class Member seek to

share in a distribution of the Net Settlement Fund.

         1.25       “Released Plaintiffs’ Claims” means any and all claims, demands, losses, rights, and

causes of action of any nature whatsoever, that have been or could have been asserted in the

Litigation, could have been asserted in any forum, or could in the future be asserted in any forum,

whether known claims or Unknown Claims, whether foreign or domestic, whether arising under

federal, state, local, common, statutory, governmental, administrative, or foreign law, or any other

law, rule, or regulation, at law or in equity, whether class, individual, direct, representative, on behalf

of others in nature, whether fixed or contingent, whether accrued or unaccrued, whether liquidated or

unliquidated, whether matured or unmatured, whether brought directly or indirectly against any of

the Released Defendant Parties that the Releasing Plaintiff Parties (i) asserted in the Litigation, or

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(ii) could have asserted in any court or forum that arise out of, are based upon, or relate in any way

to any of the allegations, acts, transactions, facts, events, matters, occurrences, representations, or

omissions involved, set forth, alleged, or referred to, in the Litigation, or which could have been

alleged in the Litigation, and that relate in any way, directly or indirectly, to the purchase, sale,

acquisition, disposition, or holding of any NAPCO securities during the Class Period. Released

Plaintiffs’ Claims include “Unknown Claims,” as defined in ¶1.37 below. Released Plaintiffs’

Claims do not include: (i) any claims related to the enforcement of the Settlement; (ii) any derivative

claims; or (iii) any claims of any Person who or which submits a timely and valid request for

exclusion from the Class that is accepted by the Court.

         1.26       “Released Defendants’ Claims” means any and all claims and causes of action of

every nature and description whatsoever, including both known claims and Unknown Claims (as

defined in ¶1.37), whether arising under federal, state, common, or foreign law, against the

Releasing Plaintiff Parties (as defined below) that arise out of or relate in any way to the institution,

prosecution, or settlement of the claims against Defendants or the Former Defendants in the

Litigation. Released Defendants’ Claims do not include: (i) any claims relating to the enforcement

of the Settlement; (ii) any claims against or relating to any Person who or which submits a timely

and valid request for exclusion from the Class that is accepted by the Court; or (iii) any claims

between the Released Defendant Parties and their respective insurers. For the avoidance of doubt,

implementation of this Settlement shall not be delayed or terminated if, prior to the Effective Date,

any claims arise between the Released Defendant Parties and their respective insurers.

         1.27       “Released Defendant Party” or “Released Defendant Parties” or “Defendants’

Released Persons” mean any or all of Defendants and the Former Defendants and/or any or all of

their current, former, or future parents, affiliates, subsidiaries, business units, divisions, or

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controlling shareholders; and each and all of their and Defendants’ and the Former Defendants’

respective current, former, or future officers, directors, employees, members, managers, partners,

principals, controlling shareholders, joint ventures, related entities, agents, advisors, accountants,

auditors, insurers, reinsurers, and attorneys; and the predecessors, successors, estates, assigns,

assignees, immediate family members, spouses, heirs, executors, trusts, trustees, administrators,

agents, legal or personal representatives of each of them, in their capacities as such, and any entity in

which any Defendant or Former Defendant has or had a controlling interest. The Released

Defendant Parties other than the Defendants themselves, including the Former Defendants, are

intended as third-party beneficiaries of this Settlement with respect to the release of the Released

Plaintiffs’ Claims.

         1.28       “Releasing Plaintiff Party” or “Releasing Plaintiff Parties” mean Plaintiffs, their

respective attorneys, and all other Class Members, and each and all of their respective current,

former, or future parents, affiliates, subsidiaries, business units, divisions, or controlling

shareholders; each and all of their respective current, former, or future officers, directors, employees,

members, managers, partners, principals, controlling shareholders, agents, advisors, accountants,

auditors, insurers, reinsurers, related entities and attorneys; and the predecessors, successors, estates,

estate managers, assigns, assignees, immediate family members, spouses, heirs, executors, trusts,

trustees, administrators, agents, legal or personal representative of each of them, in their capacities as

such.

         1.29       “Releases” means the releases set forth in ¶¶4.1-4.6 of this Stipulation.

         1.30       “Settlement” means the resolution of the Litigation in accordance with the terms and

provisions of this Stipulation.


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         1.31       “Settlement Amount” means Twenty Million U.S. Dollars (U.S. $20,000,000.00) to

be paid by wire or Automated Clearing House (“ACH”) transfer(s) to the Escrow Agent pursuant to

¶2.2 of this Stipulation.

         1.32       “Settlement Fund” means the Settlement Amount plus all interest and accretions

thereto.

         1.33       “Settlement Hearing” means the hearing set by the Court under Rule 23(e)(2) of the

Federal Rules of Civil Procedure to consider final approval of the Settlement.

         1.34       “Settling Parties” or “Parties” mean, collectively, Defendants and Plaintiffs, on behalf

of themselves and the Class.

         1.35       “Tax” or “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, and

other charges of any kind (together with any and all interest, penalties, additions to tax, and

additional amounts imposed with respect thereto) imposed by any governmental authority, including,

but not limited to, any local, state, and federal taxes.

         1.36       “Underwriter Defendants” means Former Defendants, Needham & Company, LLC,

and William Blair & Company, L.L.C.

         1.37       “Unknown Claims” means: (a) any and all Released Plaintiffs’ Claims that any of the

Releasing Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the

release of such claims; and (b) any and all Released Defendants’ Claims that any of the Released

Defendant Parties do not know or suspect to exist in his, her, or its favor at the time of the release of

such claims, and including, without limitation, those that, if known by him, her, or it, might have

affected his, her, or its decision(s) with respect to this Settlement. Unknown Claims include, without

limitation, those claims in which some or all of the facts composing the claim may be unsuspected,

undisclosed, concealed, or hidden. With respect to: (a) any and all Released Plaintiffs’ Claims

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against the Released Defendant Parties; and (b) any and all Released Defendants’ Claims against the

Releasing Plaintiff Parties, the Settling Parties stipulate and agree that, upon the Effective Date, the

Settling Parties shall expressly waive, and each Releasing Plaintiff Party and Released Defendant

Party shall be deemed to have, and by operation of the Judgment shall have expressly waived, any

and all provisions, rights, and benefits conferred by any law of any state or territory of the United

States, or principle of common law or foreign law, that is similar, comparable, or equivalent to

California Civil Code §1542, which provides:

                 A general release does not extend to claims that the creditor or releasing party
         does not know or suspect to exist in his or her favor at the time of executing the
         release and that, if known by him or her, would have materially affected his or her
         settlement with the debtor or released party.

The Settling Parties shall fully, finally, and forever expressly waive any and all provisions, rights,

and benefits conferred by any law of any state or territory of the United States or any other

jurisdiction, or principle of common law, which is similar, comparable, or equivalent to California

Civil Code §1542. The Releasing Plaintiff Parties and Released Defendant Parties acknowledge that

they may hereafter discover facts, legal theories, or authorities in addition to or different from those

which he, she, it, or their counsel now knows or believes to be true with respect to the subject matter

of the Released Plaintiffs’ Claims or Released Defendants’ Claims, but: (a) the Releasing Plaintiff

Parties shall expressly, fully, finally, and forever waive, compromise, settle, discharge, extinguish,

and release, and each Releasing Plaintiff Party shall be deemed to have waived, compromised,

settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the

Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully,

finally, and forever, any and all Released Plaintiffs’ Claims against the Released Defendant Parties,

known or unknown, suspected or unsuspected, contingent or non-contingent, accrued or unaccrued,

whether or not concealed or hidden, which now exist, or heretofore have existed, or may hereafter
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exist, upon any theory of law or equity now existing or coming into existence in the future,

including, but not limited to, conduct which is negligent, intentional, with or without malice, or a

breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such

different or additional facts, legal theories, or authorities; and (b) the Released Defendant Parties

shall expressly, fully, finally, and forever waive, compromise, settle, discharge, extinguish, and

release, and each Released Defendant Party shall be deemed to have waived, compromised, settled,

discharged, extinguished, and released, and upon the Effective Date, and by operation of the

Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully,

finally, and forever, any and all Released Defendants’ Claims against Plaintiffs, the Class, and

Plaintiffs’ Counsel, known or unknown, suspected or unsuspected, contingent or non-contingent,

whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of

law or equity now existing or coming into existence in the future, including, but not limited to,

conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,

without regard to the subsequent discovery or existence of such different or additional facts, legal

theories, or authorities. The Settling Parties acknowledge, and the Releasing Plaintiff Parties and

Released Defendant Parties shall be deemed by operation of law to have acknowledged, that the

foregoing waiver was separately bargained for and a key element of the Settlement of which this

release is a part.

         2.         The Settlement

         2.1        The obligations incurred pursuant to the Stipulation are: (a) subject to approval by the

Court and the Judgment, reflecting such approval, becoming Final; and (b) in full and final

disposition of the Litigation, and any and all Released Plaintiffs’ Claims and Released Defendants’

Claims, upon and subject to the terms and conditions set forth herein.


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                    a.     The Settlement Amount

         2.2        In full and final settlement of the claims asserted in the Litigation and in

consideration of the Releases specified in ¶¶4.1-4.6 herein, all of which the Parties agree are good

and valuable consideration, the Company shall pay or cause to be paid the Settlement Amount into

the Escrow Account by check made payable to the NAPCO Security Settlement Fund and mailed in

accordance with instructions provided by Lead Counsel, wire, or ACH transfer(s) within twenty-one

(21) calendar days after the later of: (a) the date of entry by the Court of an order preliminarily

approving the Settlement; or (b) the provision to Defendants’ Counsel of all information necessary to

effectuate a transfer of funds, including, but not limited to, complete mailing instructions or wire

instructions, payment address, the bank name and ABA routing number, account name and number,

the name and telephone contact information for a person with whom Defendants’ Counsel can verify

the payment instructions, and a signed W-9 reflecting the taxpayer identification number for the

Settlement Fund. The Escrow Agent shall deposit the Settlement Amount plus any accrued interest

in the Escrow Account.

         2.3        The Settlement Amount represents the entirety of Defendants’ financial obligations

under this Stipulation and in connection with this Settlement. Other than the Company’s obligation

to pay or cause to be paid the Settlement Amount into the Escrow Account as set forth in ¶2.2

herein, the Released Defendant Parties shall have no responsibility for, interest in, liability, or

obligation whatsoever to anyone with respect to: (a) any act, omission, or determination by Lead

Counsel, the Escrow Agent, or the Claims Administrator, or any of their respective designees, in

connection with the administration of the Settlement or otherwise; (b) the management, investment,

allocation, use, disbursement, administration, or distribution of the Settlement Fund; (c) the Plan of

Allocation; (d) the determination, administration, calculation, or payment of any Claims asserted


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against the Settlement Fund; (e) any loss suffered by, or fluctuation in value of, the Settlement Fund;

or (f) the payment or withholding of any Taxes, expenses, and/or costs incurred in connection with

the taxation of the Settlement Fund, distributions or other payments from the Escrow Account, or the

filing of any federal, state, or local returns.

         2.4        If the entire Settlement Amount is not timely deposited into the Escrow Account,

Lead Counsel may terminate the Settlement, but only if: (a) Lead Counsel has notified Defendants’

Counsel in writing of Lead Counsel’s intention to terminate the Settlement; and (b) the entire

Settlement Amount is not transferred to the Escrow Account within three (3) calendar days after

Lead Counsel has provided such written notice.

         2.5        Other than the Company’s obligation to cause the payment of the Settlement Amount

in accordance with the terms of ¶2.2 and the fees, costs, and expenses associated with providing

notice pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. §1715 et seq. (“CAFA”) (as

discussed below in ¶5.1), the Released Defendant Parties shall have no obligation to make any other

payments pursuant to this Stipulation.

                    b.     The Escrow Agent

         2.6        The Settlement Fund shall be used to pay: (a) any Taxes; (b) any Notice and

Administration Expenses; (c) any litigation costs and expenses awarded by the Court; and (d) any

attorneys’ fees and payments to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4) awarded by the Court.

The balance remaining in the Settlement Fund, that is, the Net Settlement Fund, shall be distributed

to Authorized Claimants as provided in ¶¶5.4-5.10.

         2.7        Except as provided herein or pursuant to orders of the Court, the Net Settlement Fund

shall remain in the Escrow Account prior to the Effective Date. All funds held by the Escrow Agent

shall be deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the


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Court until such time as the funds shall be distributed or returned pursuant to the terms of this

Stipulation and/or further order of the Court.

         2.8        The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.2

hereof in United States Agency or Treasury Securities or other instruments backed by the full faith

and credit of the United States Government or an agency thereof, or fully insured by the United

States Government or an agency thereof, or in money funds holding only instruments backed by the

full faith and credit of the United States Government or an agency thereof, and shall reinvest the

proceeds of these instruments as they mature in similar instruments at their then-current market rates.

All costs and risks related to the investment of the Settlement Fund in accordance with the

investment guidelines set forth in this paragraph shall be borne by the Settlement Fund, and the

Released Defendant Parties shall have no responsibility for, interest in, or liability whatsoever with

respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by

the Escrow Agent. The Escrow Agent, through the Settlement Fund, shall indemnify and hold each

of the Released Defendant Parties and their counsel harmless for the actions of the Escrow Agent.

         2.9        The Escrow Agent shall not disburse the Settlement Fund except as provided in this

Stipulation, by an order of the Court, or with the prior written agreement of Defendants’ Counsel.

         2.10       Subject to further order(s) and/or directions as may be made by the Court, or as

provided in this Stipulation, the Escrow Agent is authorized to execute such transactions as are

consistent with the terms of this Stipulation. The Released Defendant Parties shall have no

responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent,

or any transaction executed by the Escrow Agent. The Escrow Agent, through the Settlement Fund,

shall indemnify and hold each of the Released Defendant Parties and their counsel harmless for any

transaction executed by the Escrow Agent.

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         2.11       All funds held by the Escrow Agent shall be deemed and considered to be in custodia

legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such

funds shall be distributed pursuant to this Stipulation and/or further order(s) of the Court.

         2.12       Notwithstanding the fact that the Effective Date of the Settlement has not yet

occurred, Lead Counsel may pay, without further approval from Defendants and/or order of the

Court, all reasonable costs and expenses actually incurred in connection with providing notice of the

Settlement by mail, publication, and other means, locating potential Class Members, assisting with

the submission of Claims, processing Proofs of Claim, administering the Settlement, and paying

escrow taxes, fees, and costs, if any (“Notice and Administration Expenses”).

         2.13       It shall be Lead Counsel’s responsibility to cause to be disseminated the Postcard

Notice, Notice, Proof of Claim, and Summary Notice to potential Class Members in accordance with

this Stipulation and as ordered by the Court. The Released Defendant Parties shall have no

responsibility for or liability whatsoever with respect to the Notice and Administration Expenses, nor

shall they have any responsibility or liability whatsoever for any claims with respect thereto. The

Escrow Agent, through the Settlement Fund, shall indemnify and hold each of the Released

Defendant Parties and their counsel harmless for any Notice and Administration Expenses.

                    c.     Taxes

         2.14       The Settling Parties agree as follows:

                    (a)    The Settling Parties and the Escrow Agent agree to treat the Settlement Fund

as being at all times a “qualified settlement fund” within the meaning of Treasury Regulation

§1.468B-1, and the regulations promulgated thereunder. The Settling Parties and the Escrow Agent

further agree that the Settlement Fund shall be established pursuant to the Court’s subject matter

jurisdiction within the meaning of Treasury Regulation §1.468B-1(c)(1). In addition, the Escrow


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Agent shall timely make such elections as necessary or advisable to carry out the provisions of this

¶2.14, including the “relation-back election” (as defined in Treasury Regulation §1.468B-1) back to

the earliest permitted date. Such elections shall be made in compliance with the procedures and

requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to

timely and properly prepare and deliver the necessary documentation for signature by all necessary

parties, and thereafter to cause the appropriate filing to occur.

                    (b)   For the purpose of §1.468B of the Internal Revenue Code of 1986, as

amended, and the regulations promulgated thereunder, the “administrator” (as defined in Treasury

Regulation §1.468B-2(k)(3)) shall be the Escrow Agent. The Escrow Agent shall timely and

properly file all informational and other federal, state, or local tax returns necessary or advisable

with respect to the earnings on the Settlement Fund (including, without limitation, the returns

described in Treasury Regulation §1.468B-2(k)). Such returns (as well as the elections described in

¶2.14(a) hereof) shall be consistent with this ¶2.14 and in all events shall reflect that all Taxes

(including any estimated Taxes, interest, or penalties) on the income earned by the Settlement Fund

shall be paid out of the Settlement Fund as provided in ¶2.14(c) hereof.

                    (c)   All: (a) Taxes (including any estimated Taxes, interest, or penalties) arising

with respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that

may be imposed upon the Released Defendant Parties or their counsel with respect to any income

earned by the Settlement Fund for any period, after the deposit of the Settlement Amount, during

which the Settlement Fund does not qualify as a “qualified settlement fund” for federal or state

income tax purposes; and (b) expenses and costs incurred in connection with the operation and

implementation of this ¶2.14 (including, without limitation, expenses of tax attorneys and/or

accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the

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returns described in this ¶2.14) (“Tax Expenses”), shall be paid out of the Settlement Fund; in all

events, the Released Defendant Parties and their counsel shall have no liability or responsibility

whatsoever for the Taxes or the Tax Expenses. The Escrow Agent, through the Settlement Fund,

shall indemnify and hold each of the Released Defendant Parties and their counsel harmless for

Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such

indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost

of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the

Settlement Fund without prior order from the Court and the Escrow Agent shall be authorized

(notwithstanding anything herein to the contrary) to withhold from distribution to Authorized

Claimants any funds necessary to pay such amounts, including the establishment of adequate

reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be

withheld under Treasury Regulation §1.468B-2(l)(2)); neither the Released Defendant Parties nor

their counsel are responsible nor shall they have any liability for any Taxes or Tax Expenses. The

Settling Parties hereto agree to provide commercially reasonable cooperation with the Escrow Agent,

each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the

provisions of this ¶2.14.

         2.15       This is not a claims-made settlement. As of the Effective Date, if all conditions of the

Stipulation are satisfied and the Settlement becomes Final, the Released Defendant Parties, and/or

any other Person funding the Settlement on their behalf, shall not have any right to the return of the

Settlement Fund or any portion thereof for any reason, and shall not have liability should Claims

made exceed the amount available in the Settlement Fund for payment of such Claims. The

Released Defendant Parties shall not be liable for the loss of any portion of the Settlement Fund, nor


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have any liability, obligation, or responsibility for the payment of Claims, Taxes, legal fees, or any

other expenses payable from the Settlement Fund.

         2.16       All Taxes shall be paid out of the Settlement Fund, and shall be timely paid by the

Escrow Agent without further order of the Court. Any tax returns prepared for the Settlement Fund

(as well as the election set forth therein) shall be consistent with the previous paragraph and in all

events shall reflect that all Taxes on the income earned by the Settlement Fund shall be paid out of

the Settlement Fund as provided herein. The Released Defendant Parties shall have no responsibility

or liability for the acts or omissions of Lead Counsel or their agents with respect to the payment of

Taxes, as described herein.

                    d.     Termination of Settlement

         2.17       In the event that this Stipulation is not approved or the Settlement is not approved, or

is terminated, canceled, or the Effective Date otherwise fails to occur for any reason, including,

without limitation, in the event the Judgment is reversed or vacated or altered following any appeal

taken therefrom, or is successfully collaterally attacked, the Settlement Fund, including accrued

interest, less Notice and Administration Expenses, Taxes and Tax Expenses paid, incurred, or due

and owing pursuant to ¶¶2.12 and 2.14 hereof in connection with the Settlement provided for herein,

shall be refunded pursuant to, and within twenty-one (21) calendar days of receiving written

instructions from Defendants’ Counsel in accordance with ¶7.3 herein.

         3.         Preliminary Approval Order and Settlement Hearing

         3.1        Promptly after execution of this Stipulation, Lead Counsel shall submit this

Stipulation together with its Exhibits to the Court and shall apply for entry of an order (the

“Preliminary Approval Order”), substantially in the form of Exhibit A attached hereto, requesting,

inter alia, preliminary approval of the Settlement set forth in this Stipulation pursuant to Federal


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Rule of Civil Procedure 23(e)(2), and approval for the distribution of the Postcard Notice and

publication of a summary notice (“Summary Notice”), substantially in the forms of Exhibits A-4 and

A-3, respectively, attached hereto. The Postcard Notice shall direct Class Members to the Settlement

website to access the Notice, which shall contain the general terms of the Settlement set forth in this

Stipulation, the proposed Plan of Allocation, the general terms of the Fee and Expense Application,

as defined in ¶6.1 hereof, and the date of the Settlement Hearing, as defined in ¶1.33 and below.

         3.2        NAPCO shall use its best efforts to provide or cause to be provided to the Claims

Administrator within ten (10) calendar days after entry of the Preliminary Approval Order, at no cost

to Plaintiffs or the Class, a list in electronic format, containing the names and addresses and email

addresses, if available, of record holders of NAPCO common stock during the Class Period, as set

forth in the records of NAPCO’s transfer agent. It shall be solely Lead Counsel’s responsibility to

cause to be disseminated the Postcard Notice and Summary Notice to the Class in accordance with

this Stipulation and as ordered by the Court. Class Members shall have no recourse as to the

Released Defendant Parties with respect to any claims they may have that arise from any failure or

deficiency of the notice process.

         3.3        Lead Counsel shall request that, after notice is given and not earlier than ninety (90)

calendar days after the later of the dates on which the appropriate Federal official and the appropriate

State officials are provided with notice, at Defendants’ expense, pursuant to CAFA, the Court hold a

hearing (the “Settlement Hearing”) and approve the Settlement of the Litigation as set forth herein.

At or after the Settlement Hearing, Lead Counsel also will request that the Court approve the

proposed Plan of Allocation and the Fee and Expense Application.


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          4.        Releases

          4.1       The obligations incurred pursuant to this Stipulation are in consideration of: (a) the

full and final disposition of the Litigation as against Defendants; and (b) the Releases provided for

herein.

          4.2       Upon the Effective Date, as defined in ¶1.8 hereof, Plaintiffs and each other Member

of the Class shall have, and each and every Releasing Plaintiff Party shall be deemed to have, and by

operation of law and of the Judgment shall have, to the fullest extent permitted by law, fully, finally,

and forever compromised, settled, resolved, waived, released, relinquished, discharged, and

dismissed each and every one of the Released Plaintiffs’ Claims (including, without limitation,

Unknown Claims) against each and every one of the Released Defendant Parties with prejudice on

the merits and shall forever be barred and enjoined from asserting, commencing, instituting,

prosecuting, continuing to prosecute, or maintaining in any court of law or equity, arbitration,

tribunal, administrative forum, or other forum of any kind any and all of the Released Plaintiffs’

Claims against any and all of the Released Defendant Parties. The foregoing release is given

regardless of whether Plaintiffs or any Class Members have: (a) executed and delivered a Proof of

Claim; (b) received the Notice; (c) participated in the Settlement Fund; (d) filed an objection to the

Settlement, the proposed Plan of Allocation, or any application by Plaintiffs’ Counsel for attorneys’

fees and expenses; or (e) had their Claims approved or allowed. Claims to enforce the terms of this

Stipulation or the Judgment are not released, and nothing contained herein shall bar any action or

claim to enforce the terms of this Stipulation or the Judgment.

          4.3       Upon the Effective Date, as defined in ¶1.8 hereof, the Released Defendant Parties

shall be deemed to have, and by operation of law and of the Judgment shall have, to the fullest extent

permitted by the law, fully, finally, and forever compromised, settled, resolved, waived, released,


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relinquished, and discharged each and every one of Released Defendants’ Claims against the

Releasing Plaintiff Parties, and shall be deemed to have covenanted not to sue any Releasing

Plaintiff Parties on the basis of the Released Defendants’ Claims against any of the Releasing

Plaintiff Parties. This release shall not apply to any Person who or which submits a request for

exclusion from the Class that is accepted by the Court. Claims to enforce the terms of this

Stipulation or the Judgment are not released and nothing contained herein shall bar any action or

claim to enforce the terms of this Stipulation or the Judgment.

         4.4        Any Proof of Claim that is executed by a Class Member shall acknowledge the

release of all Released Plaintiffs’ Claims against the Released Defendant Parties pursuant to this

Stipulation and shall be substantially in the form contained in Exhibit A-2 attached hereto.

         4.5        Upon the Effective Date, to the extent allowed by law, this Stipulation shall operate

conclusively as an estoppel and full defense in the event, and to the extent, of any claim, demand,

action, or proceeding brought by the Class or a Class Member against any of the Released Defendant

Parties with respect to any Released Plaintiffs’ Claims, or brought by a Released Defendant Party

against any of the Releasing Plaintiff Parties with respect to any Released Defendants’ Claim.

         4.6        Notwithstanding ¶¶4.1-4.5 above, nothing in the Judgment shall bar any action by any

of the Settling Parties to enforce or effectuate the terms of this Stipulation or the Judgment.

         5.         Administration and Calculation of Claims, Final Awards, and
                    Supervision and Distribution of the Settlement Fund

         5.1        As part of the Preliminary Approval Order, Plaintiffs shall seek appointment of a

Claims Administrator. The Claims Administrator, subject to such supervision and direction of Lead

Counsel and the Court as may be necessary or as circumstances may require, shall administer and

calculate the Claims submitted by Class Members and shall oversee distribution of the Net

Settlement Fund to Authorized Claimants. With the exception that Defendants shall be responsible
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for providing any required notice under CAFA, including the costs and expenses thereof, the

Released Defendant Parties and Defendants’ Counsel shall have no responsibility for or interest

whatsoever in the administration of the Settlement or the actions or decisions of the Claims

Administrator, and shall have no liability whatsoever to the Releasing Plaintiff Parties, including

Plaintiffs, any other Class Members, or Plaintiffs’ Counsel, in connection with such administration,

including, but not limited to: (a) any act, omission, or determination by Lead Counsel, the Escrow

Agent, and/or the Claims Administrator, or any of their respective designees or agents, in connection

with the administration of the Settlement or otherwise; (b) the management or investment of the

Settlement Fund or the Net Settlement Fund, or the distribution of the Net Settlement Fund; (c) the

Plan of Allocation; (d) the determination, administration, calculation, or payment of any Claims

asserted against the Settlement Fund; (e) any losses suffered by, or fluctuations in value of, the

Settlement Fund; or (f) the payment or withholding of any Taxes, expenses, and/or costs incurred

with the taxation of the Settlement Fund or the filing of any federal, state, or local returns.

         5.2        The Settlement Fund shall be applied as follows:

                    (a)    to pay all Notice and Administration Expenses;

                    (b)    to pay the Taxes and Tax Expenses;

                    (c)    to pay attorneys’ fees and expenses of Plaintiffs’ Counsel and an award to

Lead Plaintiff pursuant to 15 U.S.C. §78u-4(a)(4), if and to the extent allowed by the Court (the “Fee

and Expense Award”); and

                    (d)    after the Effective Date, to distribute the Net Settlement Fund to Authorized

Claimants as provided by this Stipulation, the Plan of Allocation, or orders of the Court.

         5.3        After the Effective Date, and in accordance with the terms of this Stipulation, the Plan

of Allocation, or such further approval and further order(s) of the Court as may be necessary or as

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circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants,

subject to and in accordance with the following provisions of this Stipulation.

         5.4        Within ninety (90) calendar days after the dissemination of the Postcard Notice or

such other time as may be set by the Court, each Class Member shall be required to submit to the

Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit A-2 attached

hereto, signed under penalty of perjury and supported by such documents as are specified in the

Proof of Claim.

         5.5        Except as provided herein or otherwise ordered by the Court, all Class Members who

fail to timely submit a valid Proof of Claim within such period, or such other period as may be

ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments

pursuant to this Stipulation and the Settlement set forth herein, but will, in all other respects, be

subject to and bound by the provisions of this Stipulation, the Releases contained herein, and the

Judgment, and will be barred from bringing any action against the Released Defendant Parties

concerning the Released Plaintiffs’ Claims. Notwithstanding the foregoing, Lead Counsel shall have

the discretion (but not an obligation) to accept late-submitted Claims for processing by the Claims

Administrator so long as the distribution of the Net Settlement Fund to Authorized Claimants is not

materially delayed thereby. No Person shall have any claim against Plaintiffs, Plaintiffs’ Counsel,

the Claims Administrator, or any Class Member by reason of the exercise or non-exercise of such

discretion.

         5.6        Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator,

under the supervision of Lead Counsel, who shall determine, in accordance with this Stipulation and

the approved Plan of Allocation, the extent, if any, to which each Claim shall be allowed, subject to

review by the Court pursuant to ¶5.8 below.

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         5.7        Proofs of Claim that do not meet the submission requirements may be rejected. Prior

to rejecting a Proof of Claim in whole or in part, the Claims Administrator shall communicate with

the claimant in writing to give the claimant the chance to remedy any curable deficiencies in the

Proof of Claim submitted. The Claims Administrator, under the supervision of Lead Counsel, shall

notify, in a timely fashion and in writing, all claimants whose Claims the Claims Administrator

proposes to reject in whole or in part for curable deficiencies, setting forth the reasons therefor, and

shall indicate in such notice that the claimant whose Claim is to be rejected has the right to a review

by the Court if the claimant so desires and complies with the requirements of ¶5.8 below.

         5.8        If any claimant whose timely Claim has been rejected in whole or in part for curable

deficiency desires to contest such rejection, the claimant must, within twenty (20) calendar days after

the date of mailing of the notice required in ¶5.7 above, or a lesser period of time if the Claim was

untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the

claimant’s grounds for contesting the rejection along with any supporting documentation, and

requesting a review thereof by the Court. If a dispute concerning a Claim cannot be otherwise

resolved, Lead Counsel shall thereafter present the claimant’s request for review to the Court.

         5.9        Each claimant who does not submit a timely and valid request to be excluded from

the Class shall be deemed to have submitted to the jurisdiction of the Court with respect to the

claimant’s Claim, if any, including, but not limited to, all Releases provided for herein and in the

Judgment, and, to the extent applicable, any Claim submitted by such claimant, and the Claim will

be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that

such investigation and discovery shall be limited to the claimant’s status as a Class Member and the

validity and amount of the claimant’s Claim. In connection with processing the Proofs of Claim, no

discovery shall be allowed on the merits of the Litigation or the Settlement. All proceedings with

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respect to the administration, processing, and determination of Claims and the determination of all

controversies relating thereto, including disputed questions of law and fact with respect to the

validity of Claims, shall be subject to the jurisdiction of the Court, but shall not, in any event, delay

or affect the finality of the Judgment. All Class Members, other claimants, and parties to this

Settlement expressly waive trial by jury (to the extent any such right may exist) with respect to such

determinations.

         5.10       Following the Effective Date, the Net Settlement Fund shall be distributed to the

Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice

and approved by the Court. No distributions will be made to Authorized Claimants who would

otherwise receive a distribution of less than $10.00. If there is any balance remaining in the Net

Settlement Fund after a reasonable period of time after the date of the distribution of the Net

Settlement Fund, Lead Counsel shall, if feasible, reallocate such balance among Authorized

Claimants who negotiated the checks sent in the initial distribution and who would receive a

minimum of $10.00. These redistributions shall be repeated until the balance remaining in the Net

Settlement Fund is de minimis. Any de minimis balance that still remains in the Net Settlement Fund

after such reallocation(s) and payments, which is not feasible or economical to reallocate, shall be

donated to an appropriate non-sectarian, non-profit charitable organization(s) serving the public

interest selected by Lead Counsel.

         5.11       The Released Defendant Parties shall have no responsibility for, interest in, or

liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of

Allocation, the determination, administration, or calculation of Claims, the payment or withholding

of Taxes or Tax Expenses, or any losses incurred in connection therewith. No Person shall have any

claim of any kind against the Released Defendant Parties with respect to the matters set forth in

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¶¶5.1-5.13 hereof; and the Releasing Plaintiff Parties release the Released Defendant Parties from

any and all liability and claims arising from or with respect to the administration, investment, or

distribution of the Settlement Fund.

         5.12       No Person shall have any claim against the Released Defendant Parties, Plaintiffs,

Plaintiffs’ Counsel, the Claims Administrator, or any other Person designated by Lead Counsel

based on determinations or distributions made substantially in accordance with this Stipulation and

the Settlement contained herein, the Plan of Allocation, or further order(s) of the Court.

         5.13       It is understood and agreed by the Settling Parties that any proposed Plan of

Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an

Authorized Claimant’s Claim set forth therein, is not a part of this Stipulation and is to be considered

by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy

of the Settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of

Allocation shall not operate to terminate or cancel this Stipulation or affect the finality of the Court’s

Judgment approving this Stipulation and the Settlement set forth herein, or any other orders entered

pursuant to the Stipulation.

         6.         Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses

         6.1        Lead Counsel may submit an application or applications (the “Fee and Expense

Application”), on behalf of Plaintiffs’ Counsel, for an award from the Settlement Fund for:

(a) attorneys’ fees; plus (b) expenses or charges in connection with prosecuting the Litigation; plus

(c) any interest earned on such attorneys’ fees and expenses/charges at the same rate and for the

same periods as earned by the Settlement Fund (until paid) as may be awarded by the Court; and

(d) an award to Lead Plaintiff pursuant to 15 U.S.C. §78u-4(a)(4) in connection with his

representation of the Class. Any such fees and expenses awarded shall be paid from the Settlement


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Fund. Lead Counsel reserves the right to make additional applications for fees and expenses

incurred.

         6.2        The amount of attorneys’ fees and expenses awarded by the Court is within the sole

discretion of the Court. Any fees and expenses, as awarded by the Court, shall be paid to Lead

Counsel from the Settlement Fund, as ordered, immediately after the Court executes the Judgment

and an order awarding such fees and expenses, notwithstanding the existence of any timely filed

objections thereto or to the Settlement, or potential for appeal therefrom, or collateral attack on the

Settlement or any part thereof. Lead Counsel shall thereafter allocate the attorneys’ fees among

Plaintiffs’ Counsel in a manner in which they, in good faith, believe reflects the contribution of such

counsel to the initiation, prosecution, and resolution of the Litigation.

         6.3        In the event that the Effective Date does not occur, or the Judgment or the order

making the Fee and Expense Award is reversed or modified, or this Stipulation is canceled or

terminated for any other reason, and such reversal, modification, cancellation, or termination

becomes Final and not subject to review, and in the event that the Fee and Expense Award has been

paid to any extent, then Lead Counsel, including their partners and/or shareholders, and such other

Plaintiffs’ Counsel, including their law firms, partners, and/or shareholders, and Plaintiffs who have

received any portion of the Fee and Expense Award shall, within ten (10) business days from

receiving notice from Defendants’ Counsel or from a court of appropriate jurisdiction, refund to the

Settlement Fund all such fees and expenses previously paid to them from the Settlement Fund plus

the earned interest thereon in an amount consistent with such reversal, modification, cancellation, or

termination. Any refunds required pursuant to this ¶6.3 shall be the several obligation of Plaintiffs’

Counsel, including their law firms, partners, and/or shareholders, to make appropriate refunds or

repayments to the Settlement Fund. Each such Plaintiffs’ Counsel or Plaintiff receiving fees and

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expenses, as a condition of receiving such fees and expenses, on behalf of themselves and each of

their partners and/or shareholders, agrees that: (a) such Person and its partners and/or shareholders

are subject to the jurisdiction of the Court for the purpose of enforcing the provisions of this

paragraph; and (b) are severally liable for the full amount of all fees, expenses, and costs paid from

the Settlement Fund, together with the interest earned thereon. Without limitation, Lead Counsel

and their partners and/or shareholders agree that the Court may, upon application of Defendants and

notice to Lead Counsel, summarily issue orders, including, but not limited to, judgments and

attachment orders, and may make appropriate findings of or sanctions for contempt, should such law

firms or other partners or shareholders fail to timely repay fees and expenses pursuant to this

paragraph.

         6.4        The procedure for and the allowance or disallowance by the Court of any applications

by any Plaintiffs’ Counsel for attorneys’ fees and expenses to be paid out of the Settlement Fund is

not part of the Settlement set forth in this Stipulation, and is to be considered by the Court separately

from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set

forth in this Stipulation, and shall have no effect on the terms of the Stipulation or on the validity or

enforceability of this Settlement. The approval of the Settlement, and it becoming Final, shall not be

contingent on the award of attorneys’ fees and expenses, any award to Lead Counsel, or Plaintiffs’

Counsel, nor any appeals from such awards. Any order or proceeding relating to the Fee and

Expense Application, or any appeal from any order relating thereto or reversal or modification

thereof, shall not operate to terminate or cancel this Stipulation, or affect or delay the finality of the

Judgment approving this Stipulation and the Settlement of the Litigation set forth therein, or any

other orders entered pursuant to this Stipulation.


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         6.5        Any fees and/or expenses awarded by the Court shall be paid solely from the

Settlement Fund. With the sole exception of Defendants’ obligation to pay or cause to be paid the

Settlement Amount to be paid into the Escrow Account as provided for in ¶2.2 and Defendants’ own

fees, costs, and expenses associated with providing notice under CAFA, as provided in ¶5.1, the

Released Defendant Parties shall have no responsibility for, and no liability whatsoever with respect

to, any payment of attorneys’ fees and/or expenses (including Taxes) to Plaintiffs’ Counsel,

including their law firms, partners, and/or shareholders, or any other counsel or Person who receives

payment from the Settlement Fund.

         6.6        The Released Defendant Parties shall have no responsibility for, and no liability

whatsoever with respect to, the allocation among Plaintiffs’ Counsel and/or any other Person who

may assert some claim thereto, of any Fee and Expense Award that the Court may make in the

Litigation.

         6.7        The Released Defendant Parties shall have no responsibility for, and no liability

whatsoever with respect to, any attorneys’ fees, costs, or expenses (including Taxes) incurred by or

on behalf of any Class Member, whether or not paid from the Escrow Account.

         7.         Conditions of Settlement, Effect of Disapproval, Cancellation, or
                    Termination

         7.1        The Effective Date of the Settlement shall be conditioned on the occurrence of all of

the following events:

                    (a)    the Court has entered the Preliminary Approval Order, or any order

substantially in the form of Exhibit A hereto or as may be subsequently agreed to by the Settling

Parties, directing notice to the Class, as required by ¶3.1 hereof;

                    (b)    the Settlement Amount has been deposited into the Escrow Account;


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                    (c)    Defendants have not exercised their option to terminate the Settlement

pursuant to the provisions of this Stipulation;

                    (d)    Plaintiffs have not exercised their option to terminate the Settlement pursuant

to the provisions of this Stipulation;

                    (e)    the Court has entered the Judgment, or a judgment substantially in the form of

Exhibit B attached hereto;

                    (f)    the Judgment has become Final, as defined in ¶1.11 hereof; and

                    (g)    the Litigation is dismissed with prejudice.

         7.2        Upon the Effective Date, any and all remaining interest or right of Defendants in or to

the Settlement Fund, if any, shall be absolutely and forever extinguished, and the Releases herein

shall be effective. The Released Defendant Parties shall not have any liability, obligation, or

responsibility for the payment of Claims, Taxes, legal fees, or any other expenses payable from the

Settlement Fund. If the conditions specified in ¶7.1 hereof are not met, then the Settlement shall be

canceled and terminated subject to ¶¶7.3-7.7 hereof unless the Settling Parties mutually agree in

writing to proceed with the Settlement. For avoidance of doubt, no order of the Court or

modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the

amount of any attorneys’ fees, expenses, and interest awarded by the Court to Lead Counsel shall

operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of

the Stipulation.

         7.3        Unless otherwise ordered by the Court, in the event this Stipulation is not approved or

this Stipulation or the Settlement is terminated, or canceled, or the Effective Date otherwise fails to

occur for any reason, including, without limitation, in the event: (a) the Judgment is reversed or

vacated or altered following any appeal taken therefrom, or is successfully collaterally attacked;

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(b) either party exercises any other ground for termination set forth in ¶7.5 of this Stipulation; or

(c) NAPCO exercises its right under the terms and within the time limit set forth in the Settling

Parties’ supplemental agreement (the “Supplemental Agreement”) to terminate the Settlement in its

sole discretion if the opt-out threshold defined in the Supplemental Agreement is exceeded and not

cured in accordance with the terms of the Supplemental Agreement, within ten (10) business days

after written notification of such event is sent by Defendants’ Counsel or Lead Counsel to the

Escrow Agent, the Settlement Fund (including accrued interest), less Taxes, Tax Expenses, and

Notice and Administration Expenses which have actually been incurred or which are due and owing

pursuant to ¶¶2.12 and/or 2.14 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.12

and/or 2.14 hereof shall be fully refunded by the Escrow Agent to the entities that paid the

Settlement Fund on behalf of Defendants in proportion to their respective contribution. Such refunds

shall be pursuant to written instructions from Defendants’ Counsel. The Escrow Agent or its

designee shall apply for any tax refund owed on the Settlement Amount and pay the proceeds, after

deduction of any fees or expenses incurred in connection with such application(s) for refund to the

entities that paid the Settlement Fund on behalf of Defendants. Such payments shall be pursuant to

written instructions from Defendants’ Counsel.

         7.4        The Parties agree to maintain the confidentiality of the Supplemental Agreement,

which shall not be filed with the Court unless a dispute arises as to its terms, or as otherwise ordered

by the Court. If submission of the Supplemental Agreement is required for resolution of a dispute or

is otherwise ordered by the Court, the Parties will undertake to have the Supplemental Agreement

submitted to the Court in camera or under seal.

         7.5        Plaintiffs and Defendants shall have the right to terminate the Settlement and this

Stipulation by providing written notice of their election to do so (“Termination Notice”) to all other

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parties hereto within thirty (30) calendar days of: (a) the Court’s refusal to enter the Preliminary

Approval Order; (b) the Court’s refusal to approve this Stipulation; (c) the Court’s refusal to enter

the Judgment; (d) the date upon which the Judgment is reversed or vacated or altered following any

appeal taken therefrom, or is successfully collaterally attacked; or (e) the failure of the Effective

Date to occur for any reason. For avoidance of doubt, no order of the Court or modification or

reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any

attorneys’ fees, expenses, and interest awarded by the Court to Lead Counsel or Plaintiffs shall

operate to terminate or cancel this Stipulation or constitute grounds for cancellation or termination of

the Stipulation.

         7.6        In the event that this Stipulation is not approved or this Stipulation or the Settlement

is terminated, canceled, or the Effective Date otherwise fails to occur for any reason, the Settling

Parties shall not forfeit or waive any factual or legal defense or contention in the Litigation and shall

be restored to their respective positions in the Litigation as of May 1, 2026. In such event, the terms

and provisions of the Stipulation, with the exception of ¶¶1.1-1.37, 2.10-2.17, 6.3, 7.3-7.7, 8.1, and

9.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be

used in this Litigation or in any other proceeding for any purpose, and any judgment or order entered

by the Court in accordance with the terms of this Stipulation shall be treated as vacated, nunc pro

tunc.

         7.7        If the Effective Date does not occur, or if this Stipulation is terminated pursuant to its

terms, neither Plaintiffs nor Plaintiffs’ Counsel shall have any obligation to repay any amounts

disbursed pursuant to ¶¶2.12 or 2.14. In addition, any amounts already incurred pursuant to ¶¶2.12

or 2.14 hereof at the time of such termination or cancellation but which have not been paid, shall be


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paid by the Escrow Agent in accordance with the terms of this Stipulation prior to the balance being

refunded in accordance with ¶¶2.17 and 7.3 hereof.

         8.         No Admission of Liability or Wrongdoing

         8.1        Neither the Settlement, this Stipulation (whether or not consummated), including the

Exhibits hereto and the Plan of Allocation contained therein (or any other plan of allocation that may

be approved by the Court), the negotiations leading to the execution of this Stipulation and the

Settlement, nor any acts, proceedings, communications, drafts, documents, or agreements taken

pursuant to or in connection with this Stipulation, and/or approval of the Settlement (including any

arguments proffered in connection therewith):

                    (a)    shall be offered or received against or to the prejudice of any of the Released

Defendant Parties as evidence of or construed as or deemed to be evidence of any presumption,

concession, or admission by any Released Defendant Party of the truth of any allegations by

Plaintiffs or any Member of the Class or the validity of any claim that has been or could have been

asserted in the Litigation, or the deficiency of any defense that has been or could have been asserted

in the Litigation or in any other litigation, including, but not limited to, litigation of the Released

Plaintiffs’ Claims, or of any liability, negligence, fault, or wrongdoing of any kind of any of the

Released Defendant Parties or in any way referred to for any other reason as against any of the

Released Defendant Parties, in any civil, criminal, or administrative action or proceeding, other than

such proceedings as may be necessary to effectuate the provisions of this Stipulation;

                    (b)    shall be offered or received against or to the prejudice of Plaintiffs or any

Class Member as evidence that Plaintiffs’ claims in any way lack merit or the validity of any

affirmative defense that has been or could have been asserted in the Litigation, including, but not

limited to, litigation of the Released Plaintiffs’ Claims;


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                    (c)    shall be offered or received against or to the prejudice of any Released

Defendant Party as evidence of a presumption, concession, or admission of any fault,

misrepresentation, scheme, or omission with respect to any statement or written document approved

or made by any Released Defendant Party, or against Plaintiffs or any Member of the Class as

evidence of any infirmity in the claims of Plaintiffs and the Class;

                    (d)    shall be offered or received against or to the prejudice of any Released

Defendant Party as evidence of a presumption, concession, or admission of any liability, negligence,

fault, or wrongdoing, or in any way referred to for any other reason as against any of the parties to

this Stipulation, in any other civil, criminal, or administrative action or proceeding; provided,

however, that if this Stipulation is approved by the Court, the Released Defendant Parties may refer

to it to effectuate the release granted them hereunder; or

                    (e)    shall be construed against the Released Defendant Parties, Plaintiffs, or the

Class as evidence of a presumption, concession, or admission that the consideration to be given

hereunder represents the amount which could be or would have been recovered after trial or in any

proceeding other than this Settlement.

         9.         Miscellaneous Provisions

         9.1        The Settling Parties: (a) acknowledge that it is their intent to consummate this

Settlement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and

implement all terms and conditions of this Stipulation and to exercise their best efforts to accomplish

the foregoing terms and conditions of this Stipulation.

         9.2        The Settling Parties intend this Settlement to be a final and complete resolution of all

disputes between them with respect to the Litigation. The Settlement compromises all claims that

were or are contested and shall not be deemed an admission by any Settling Party as to the merits of


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any claim or defense. Pursuant to 15 U.S.C. §78u-4(c)(1), the Settling Parties agree to propose a

Final Judgment containing a finding that, during the course of the Litigation, the Settling Parties and

their respective counsel at all times complied with the requirements of Federal Rule of Civil

Procedure 11. The Settling Parties agree that the Settlement Amount and the other terms of the

Settlement were negotiated in good faith by the Settling Parties, and reflect a settlement that was

reached voluntarily after consultation with competent legal counsel.

         9.3        Plaintiffs and Plaintiffs’ Counsel and Defendants and Defendants’ Counsel agree that

neither will issue any disparaging statements about the other concerning or related to the Litigation

or the allegations, transactions, acts, facts, events, matters, occurrences, representations or omissions

involved, set forth, alleged, or referred to in the Litigation. The Settling Parties reserve their right to

rebut, in a manner that such party determines to be appropriate, any contention made in any public

forum regarding the Litigation, including that the Litigation was brought or defended in bad faith or

without a reasonable basis.

         9.4        Notwithstanding any other provision herein, Defendants and/or the Released

Defendant Parties may file this Stipulation and/or the Judgment from this Litigation in any other

action that may be brought against them in order to support a defense or counterclaim based on

principles of res judicata, collateral estoppel, release, statute of limitations, statute of repose, good

faith settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or

similar defense or counterclaim, or to effectuate any liability protection under any applicable

insurance policy. The Settling Parties may file this Stipulation and/or the Judgment in any action

that may be brought to enforce the terms of this Stipulation and/or the Judgment. All Settling Parties

submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settlement.


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         9.5        Nothing contained herein shall prevent this Stipulation (or any agreement or order

relating thereto) from being used, offered, or received in evidence in (i) any insurance coverage

litigation, or (ii) any proceeding to approve, enforce, or otherwise effectuate the Stipulation (or any

agreement or order relating thereto) or the Judgment, including the Releases, or the Proof of Claim

and Release forms as to the Released Defendant Parties.

         9.6        All agreements made and orders entered during the course of the Litigation relating to

the confidentiality of information shall survive this Stipulation.

         9.7        All of the Exhibits to this Stipulation are material and integral parts hereof and are

fully incorporated herein by this reference. Notwithstanding the foregoing, in the event that there

exists a conflict or inconsistency between the terms of this Stipulation and the terms of any exhibit

attached hereto, the terms of the Stipulation shall prevail.

         9.8        This Stipulation, along with its Exhibits, may be amended or modified only by a

written instrument signed by or on behalf of all Settling Parties or their respective successors-in-

interest.

         9.9        This Stipulation, the Exhibits attached hereto, and the Supplemental Agreement

constitute the entire agreement among the Settling Parties hereto as to the subject matter hereof and

supersede any prior or contemporaneous written or oral agreements or understandings between the

Settling Parties. No representations, warranties, or inducements have been made to any party

concerning this Stipulation, or its Exhibits, or the Supplemental Agreement, other than the

representations, warranties, and covenants contained and memorialized in such documents.

         9.10       Except as otherwise provided herein, each party shall bear his, her, or its own fees

and costs.


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         9.11       Lead Counsel, on behalf of the Class, are expressly authorized by Plaintiffs to take all

appropriate action required or permitted to be taken by the Class pursuant to this Stipulation to

effectuate its terms and also are expressly authorized to enter into any modifications or amendments

to this Stipulation on behalf of the Class which they deem appropriate.

         9.12       Plaintiffs and Plaintiffs’ Counsel represent and warrant that none of Plaintiffs’ claims

or causes of action referred to in this Litigation or this Stipulation has been assigned, encumbered, or

in any manner transferred in whole or in part.

         9.13       Each counsel or other Person executing this Stipulation, its Exhibits, the

Supplemental Agreement, or any related Settlement document, on behalf of any party hereto hereby

warrants that such Person has the full authority to do so, and that they have the authority to take

appropriate action required or permitted to be taken pursuant to the Stipulation to effectuate its

terms, without requiring additional consent, approval, or authorization of any other Person, board,

entity, tribunal, or other regulatory or governmental authority.

         9.14       This Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument. A complete set of

executed counterparts shall be filed with the Court. Signatures sent by facsimile or PDF via e-mail

shall be deemed originals.

         9.15       All notices, requests, demands, claims, and other communications hereunder shall be

in writing and shall be deemed duly given when delivered personally to the recipient, including via

email with confirmation of receipt and addressed to the intended recipient as set forth below:


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         If to Plaintiffs or to Lead Counsel:

           ROBBINS GELLER RUDMAN
             & DOWD LLP
           ELLEN GUSIKOFF STEWART
           655 West Broadway, Suite 1900
           San Diego, CA 92101
           elleng@rgrdlaw.com

           JOHNSON FISTEL, PLLP
           MICHAEL I. FISTEL, JR.
           40 Powder Springs Street
           Marietta, GA 30064
           michaelf@johnsonfistel.com

         If to Defendants or to Defendants’ Counsel:

           SIMPSON THACHER & BARTLETT LLP
           JONATHAN K. YOUNGWOOD
           425 Lexington Avenue
           New York, NY 10017
           jyoungwood@stblaw.com

         9.16       This Stipulation shall be binding upon, and inure to the benefit of, the successors,

heirs, and assigns of the Settling Parties.

         9.17       The Court shall retain jurisdiction with respect to implementation and enforcement of

the terms of this Stipulation, and all Settling Parties submit to the jurisdiction of the Court for

purposes of implementing and enforcing the Settlement embodied in this Stipulation and matters

related to the Settlement.

         9.18       Any waiver of any of the terms of this Stipulation must be in writing, signed by the

party against whom the waiver is sought to be enforced. The waiver by one Settling Party of any

breach of this Stipulation by any other party shall not be deemed a waiver by any other Settling Party

or a waiver of any other prior or subsequent breach of this Stipulation.

         9.19       Pending approval of the Court of this Stipulation and its Exhibits, all proceedings in

this Litigation shall be stayed, except for activities relating to the approval or enforcement of the
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Settlement, and all Members of the Class shall be barred and enjoined from prosecuting any of the

Released Plaintiffs’ Claims against any of the Released Defendant Parties.

         9.20       This Stipulation and its Exhibits and the Supplemental Agreement shall be considered

to have been negotiated, executed and delivered, and to be wholly performed, in the State of New

York and the rights and obligations of the parties to the Stipulation shall be construed and enforced

in accordance with, and governed by, the internal, substantive laws of the State of New York without

giving effect to its choice-of-law principles, except to the extent that federal law requires that federal

law govern.

         9.21       Any action arising under or to enforce this Stipulation or any portion thereof shall be

commenced and maintained only in the Court.

         9.22       The headings herein are used for the purpose of convenience only and are not meant

to have legal effect.

         9.23       This Stipulation shall not be construed more strictly against one party than another

merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of

the Settling Parties, it being recognized that it is the result of arm’s-length negotiations between the

Settling Parties and the Settling Parties have contributed substantially and materially to the

preparation of this Stipulation.

         9.24       Nothing in the Stipulation, or the negotiations relating thereto, is intended to or shall

be deemed to constitute a waiver of any applicable privilege or immunity, including, without

limitation, attorney-client privilege, joint defense privilege, or work product protection.

         9.25       Unless otherwise provided, the Settling Parties may agree to reasonable extensions of

time to carry out any of the provisions of this Stipulation without further order of the Court.


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         IN WITNESS HEREOF, the Parties hereto have caused this Stipulation to be executed, by

their duly authorized attorneys, dated August 25, 2026.

                                              ROBBINS GELLER RUDMAN
                                                & DOWD LLP
                                              SAMUEL H. RUDMAN
                                              DAVID A. ROSENFELD
                                              ERIN W. BOARDMAN
                                              AVITAL O. MALINA
                                              SKYLER JORDAN SANDS
                                              JEREMY YOHANNAN


                                                          ERIN W. BOARDMAN

                                              58 South Service Road, Suite 200
                                              Melville, NY 11747
                                              Telephone: 631/367-7100
                                              srudman@rgrdlaw.com
                                              drosenfeld@rgrdlaw.com
                                              eboardman@rgrdlaw.com
                                              amalina@rgrdlaw.com
                                              ssands@rgrdlaw.com
                                              jyohannan@rgrdlaw.com

                                              ROBBINS GELLER RUDMAN
                                                  & DOWD LLP
                                              ELLEN GUSIKOFF STEWART
                                              655 West Broadway, Suite 1900
                                              San Diego, CA 92101-8498
                                              Telephone: 619/231-1058
                                              619/231-7423 (fax)
                                              elleng@rgrdlaw.com

                                              JOHNSON FISTEL, PLLP
                                              MICHAEL I. FISTEL, JR.
                                              40 Powder Springs Street
                                              Marietta, GA 30064
                                              Telephone: 470/632-6000
                                              michaelf@johnsonfistel.com


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