v. - KCC Class Actionclassaction.kccllc.net/Documents/PUT0001/PUT Stipulation.pdf · 2011, both...

$: v. - KCC Class Actionclassaction.kccllc.net/Documents/PUT0001/PUT Stipulation.pdf · 2011, both dates inclusi vc. l.6 "Court" means the TJnited States District Court for the \Vestem$
IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS

AUSTIN DIVISION

KB PARTNERS I, LP Individually and on Behalf of All Other Similarly Situated,

Plaintiff,

v.

PAIN THERAPEUTICS, INC., REMI BARBIER, NADA V 11RIEDMANN, and PETER RODDY

Defendants.

CaseNo. A-ll-CV-1034-SS

STIPULATED SETILEMENT AGREEMENT

l!:Xt:CUTION COPY

Case 1:11-cv-01034-SS Document 257 Filed 08/31/16 Page 1 of 26

i::xi::ci;nON COPY

This Stipulation of Settlement and attached exhibits (the "Settlement Agreement") dated

as of August 30, 2016, is made by and among the following Settling Parties: 011 the one hand,

Plaintiff KB Partners I, LP on behalf of itself; i111d on behalf of each of the Settlement Class

Members (ns defiued herein), by and through Plaintiff's Counsel; and on the other, Defendants

Pain TI1crapcutics, Inc. ("PTf'), Remi Barbier, Nadav Friedmann, and Peter Roddy (collectively

with PTT, "Defondants"), by a11d through their counsel. This Sett I ement Agreement is intended

by the Settling Parties to fully, forever and llnally, waive, resolve, discharge and settle the

Released Claims (as defined herein), upon and subject to the terms and conditions of this

Settlement Agreement.

1. DEFI'.llITIO.l\'S

Tn addition lo the foregoing defined terms, the following terms shall have the meanings as

set forth below:

J. I "Action" means the action filed in the United States District Court for the

Western Distrid. of Texas entitled KB Partners 1. Ll'. et al. v. l'ai11 .Therapeuti<~~. Inc., et al.,

Case No. A-11-CV -1034-SS, including all pleadings on file in that action.

1.2 "Authorized Claimant" means a Class Member who submits a timely and valid

Claim Form to the Claims Administrator or is otherwise authorized to receive benefil~ under this

Selllemcnt Agreement.

1.3 "Claims Administrator" means KCC LLC, who shall be subject to and comply

with this Settlement Agreement.

1.4 "Plaintifrs Counsel" means the law firm Pomerantz LLP.

l.5 ·'Class Period" means the period beginning December 27, 2010, through June 26,

2011, both dates inclusi vc.

l.6 "Court" means the TJnited States District Court for the \Vestem District ofTexas.

I. 7 "Effective Date" means the first date alter which all of the following events and

conditions have been met or have occurred:

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1. 7.1 The Selllemcnt Agreement is e.xecuted and delivered by/to all Parties,

approved by PTl' s Board of Direcrors, antl approved by the Coun:

1.7.i Entry of the FiMl Judgment aml Order Approving Setrlement ("Final

Judgment");

l .7.3 The Final Judgment becomes "Final." "Final" menus the occummce of

any of the following: (a) final arfinnBncc on an appeul of the Final Judgment, tho expiration of

lht: tim11 for a petition for review of the Final JLJdgmcnt and. if the petition is granted, final

affinnance of the Final Judgment following review pun>uanl lo that grant; (b) final ilismissil of

any appeal from the flnal lLldgment or the final dismissal of any proce<l<ling to review the Final

Judgment; or (c) iCno appeal is filed, the expiration or the time for the filing or noticing of any

appeal from the Court's Fin<Ll Judgment. lf the l'inal Judgment is set aside, matcriRlly modified,

vucated or reversed by the Court or by an appellate court, and is not fully reinstattld on further

appeal, then the Final Judgment docs not becume "Final" and the Effective DMe cannot 01:cur.

1. 7.4 Plaintiff and PTl shall have the option to elet:l ln waive lhc failure, il1

wbole or in part, of any of th.c conditions i;et forth in Subsections 1.7.1- 1.7.3. Tf PlainlilT or

Defendants elects to waive the failure, in whole or in part, of such oondicion, Plaintiff or

Defendants shall file a written notice or waiver "'i th the Court withio ten (10) days after they

become aware (Jfthe failure of such condition. If Plainti ff or Defendants waive the failure. in

wnolc or in part, of any eonditjon in Subsections 1.7.1- 1.7.3, then the Effective Date will occur

without sati~laction orthat condition.

Ui "Escrow Agent" means Huntington Bunk.

1.9 "Notice" means the notice provided for in Section 5 and subslllntilllly in the form

atrachcd hereto as Exhibit 1.

I. I 0 "Person" means a purchaser of common stock of Pain Thernpeulics, Inc. during

the Class Perio<L

1.11 .. Preliminary Approval Order" means the order to be entered by the Court,

prelimilJari ly approving the Scrtlcment Agreement, certifying the Settlement Clu~s for settlement

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purposes only, approving the ~otice of Proposed Settlement, approving !he Summary Notice,

and st:tling the Settlement Hearing, as providoo for in Seel.ion 5.

l. 12 "Settlt:rot:ot Agreemoot" means this Stipulation of SeUlemcnt, inch1ding all

(J.llaehed exhibits.

1.13 "Settlement Class" means all purchiisers of common stock of Pain 'J'hernpeutics,

Inc. during the Class Period.

1.13. I Excluded from the Settlement Class arc the Defendants, officers and

directors of Pain Therapeutics, Inc., members of their immediate families, heirs, successors or

a.'liigns, and any entity in which Oefeodan~ have or had a controlling interest

l.14 "Settlemenl Class Member" rue11ns a Person who lits within the definition llfthe

Sclllcmcnl Class and who has not validly nnd timely requested exclusion from the Settlement

Chiss, as provided in Section 8.

1.15 "Settlement Hearing" means the hearing to detennine whether this Settlement

Agreement should be finally approved by the Court, as provided for in Secti(ln 5.

1.16 "Settling Parties" means the Defendiml~ and the Plaintiff on behalf of itself and

each oftbe Settlement Class Members.

1.17 "Summary )Jotice,. means the ,,.,,;ucn notice provided for in Section 5 and

substMrially in the form aUached hereto as exhibit 2.

1.18 " Upfront Payment." moons non-refundable and non-creditable one-time cash

payments due:< and delivered to PT! by a third-party immedialely at such time as PT! execute~ a

licensing arrangement to commerciali:1.e Rcmoxy:E. For clarity, Upfront Payment specifically

excludllS u.ny cash amounts due or delivered to PTT which may require the performance (l f

activities by any party (other than receiviug rcgulatol)' approval of Remoxy from the Food end

Drug Administration), the passage of time, un l!hligation of rcpaj<ment, recurring payments, cost

reimbursements, or any paymenL~ due and delivered to PTI more than 30 days after the effective

date of a licensing arrangement to commercialize Rcmoxy@.

1. 19 The word "or" means andior.

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1.20 The plural includes the:: singular and vice-versa.

2. LlTIGA TlOJli BACKGROUND

2.J Origil)l!l Complaint. On December 2, 201 1, Charles Southey, on behalf of

himself and a putative class of"all other persons similarly situated," tilt:d this Action in the

l:nitcd States District C<1urt for the Western District ofTexa~ naming as defendants Pain

Therapeutics, Inc., Rcini Barbier, Nada~· Fncdmann. Grant L. Schoenhard, and Peter S. Roddy,

and alleging the following claims for relief: (1) violation of Section LO(b) tif the Exchange Act

and Rule lOb-5 as well as (2) violation of Section 20(a) of the Exchange Act. (Dkt. No. 1.)

2.2 Motion to Dismiss Original Ctimplaint. On April 9, 2012, tl1e Court appointed J(jj

Partners I, LP as Lead Plaintiff. (Dkt ~o. 36). On April 19, 2012, Defendants moved to ili~mi.!>S

tbe Original Complaint for failure to ~iate a claim. (Dkt. '.'los. 39-42.) Aller Plaintiff K13

Partners I, LP filed the First Amended Complaint (Dkt. No. 48), Defendant~' m~>iion was

dismissed as moot (Dkt. ::--lo. 50).

2.3 First Amcndc~ Complaint. On June 8, 2012, Plaintiff KB Partners 1. LP filed the

First Amended Complaint. (Dkt. No. 48.) ln addition to including additional allegations, the

Fir~t Amended Complaint replaced Charles Southey with the appointed Lead Plaintiff, KB

Partners I. LP. (Id.)

2.4 .Y!Qtism to Dismiss the First Am.ended Complaint. 011 July 5, 2012, Defendants

moved to dismiss the First Amended Complaint for failure to state a daim. (Dkt. l\os. 51-52.

54 55.) '!be Court granted De fendants' Motion 10 Dismiss lhc First Amended Complain! on

September 26, 2012. (Dkt. l\"o. 68.)

2.5 Secpnt! Amended Complaint. On October 15, 2012, Plaintiff KB Partners I, LP

tiled the Second Amended Complaint. (Dkt. No. 70.) In addition including additional

allegations, the Second Amended Complaint removed Grant L. Schoenliard 8.iS a defendant. (id.)

2.6 ~orion to Dismiss lhe Second Amended Ccmplaml On October 29, 2012,

Uefendants moved to dLmtlss the Second Amended Complaint for foil uni lo state a claim. (Dkt

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E.XECUTIO:" COPY

Kos. 71 to 71-2.) The Court denied Defendants' Motion to Dismiss the Second Amended

Complaint on l\ovember 20, 2012. (DkL No. 75.)

2.7 Motion for Class Ccrtificotjon. On January 22, 2013, Plaintiff KB Partners 1, LP

mov.cd for class certification (Dk!. !l3). The Court grunted Plaintill's motion on June 4, 2013.

(Pkt. No. 112).

2.8 Motion fbr Summary Judgmc111. Ou March 26, 20 I 5, Defendants moved for

summary judgment. (Dkt. ~o. 158.) The Court denied Defendants' motion (Dkl. l\o. 176), and

set the mauer for trial on July 7, 20l5 (IJkt. :-lo. 178).

2.9 Third Amended Comnlaml. Oo July?, 2015, the Coun iS!lued nn order vacating

ull "previous interlocutory orders·• except the order granting "Plaintiff's motion for class

certification:• (Pkt. Ko. 222.) The July 7, 2015 Order abo directed Plaintiff to "prepare and tile

a third amended complaint." (Id.) Pursuam to the July 7, 2015 Order, PluinLiff filed the Third

Amended Complaint on July 27, 2015, incorporating additional allegations. (Dkt. '.'!~> . 229.)

2.10 .\fotion to Dismiss the Third Amended Complaint. On August 10, 2015,

Oefendants moved to dismiss the Third Amended Complaint for failure to slate a claim. (Dkt.

Nos. 23 1 to231-3.) The Court denied Defendants' Molion lo Dismiss the·111uu Amended

Comp13int on December l, 2015. (Dkl. l\o. 250.)

3. RENEFlTS OF THE Sli:rrLt:MJ:NT

3. I Diliuence of Plaintifrs Counsel . .i:'lnintiff is represented by experienced coimsel

who have oonductcd discovery, botb fonnal and infom1al, as well as investigatim1 prior to and

thJ'Oughout the prosecution of the Action. The discovery and investigation included, but were

not limiled to: (i) review of thousfm<ls of pages of internal PT! documents; (ii) depositions of

current and fomn:r PT! employees, employees of Pfiz«, rnc., and employees of Jobns(m &

Johnson; (iii) analysis of several gi!fJbytes of confidential PTI databast: productions; (iv) review

of documeot~ produced by Ptizcr, Jnc. and Jvhnwn & Johnson; (v) review of writt1m responses

to discovery requests, including Reque..~ts for Admissions, served on Defendants through the

diswvery process; (vi) review of PTl's public materials and other publicly available documents;

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(vii) interviews with fonner PTT and Pfizer, Inc. employees; (viii) consultation with experts; and

(ix) re~earch of the applicable law with respect to the claims asserted in the complaints and the

potential defenses thereto.

3.2 Benefits ro Settlement Class. Plaintiffs Ctiun.~el have an11lyzed the benetiL~ lo he

obtained under the tenn~ of the proposed St:Ulemcnt and have considered the costs. risks, and

delays associated with the ctmlinucd prosecution ofthe Aclion and possible appeals, as well as

the defenses u.sserted by the Defendants. Plaintiffs Counsel believe lhat, in consideration of all

o f the circumstances 1Uld a ller prolonged, seriou~. and contentious arms-length negotiations in

mediation with the Defendants, the proposed SettlemeJJt is fair, reasonable, adequate and in lh.e

best interests of the SeUlemcnt Class. In making these statements, Plaintiff's Counsel are not

making any admission of fa~-t or Jaw in regard to liability, fault allocation, or damages w-ith

respect to the Action.

3.3 Benefits lo Defendant~. Defendants have concluded that it is in their best interests

thut the Action be settled on the terms embodied in the Seltlemcnl Agreement. Defendants

reached that conclusion after: (I) analy.t.ing 1hc faerual and legal issues in the Action and

considering the uncertuinty o f' litigation; (2) determining lhat further conduct of Uie Action

through trial and any possible appeals would be protracted and expensive; and (3) considering

the benefits of pennillins PT! to conduct its business unhampered by the distractions of

continued litigation .

.KOW, THEREFORE, IT IS HEREBY AG~·ED by and between the parti~ through

lheir respective counsel, that the Action and the Reltru.~ed Claims (as d efined hert:in) be finally

and fully settled, compromised and rdeased, and the Action shall be dismissed on the merits

with prejudice, on the terms ~et forth herein, <i5 between Plaintiff and the Selllemenl Class

Members on Ute one hand, and DefendanL~ on the other.

4. MONETARY RELIEF

4.1 Monetary Fund. Plainli ffs' Counsel shall establish an interest-bearing escrow

account within fourteen days (14) after the Court issues the Preliminary Approval Order (the

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EXF.Cl TIO.'I c:orv

"Settlement Fund"). To the extent interest is earned on amounts held in escrow, it shall accrue to

the benefit of the Setllcmcnt Class and rllmain in the escrow account, suhjcct to Subsection 10.3.

The Escrow Agent, on behalf'oflhc Settlement Cta.~s, shall be responsible for all administrative,

aix;ounting, and tax compliance activities in connection with this escrow account and shall

comply 'With the pn1vision.<1 of the escrow agreement and the Settlement Agrtlelllent.

4.1. l Defendants shall cause to be paid $7 ,000,000 imo the Settlement Ftmd

within fou1teen days ( 14) after the Court enter~ the Preliminary Approval Order and Plaintiff's

Counsel provides Defendants with all necessary fonding information, including but not limited

to, the Fom1 W-9 for rhc Settlement Fund.

4.1.2 D11feadants shall cause to he paid $500,000 into the Settlement Fund

within fourteen days ( 14) after the Court enters the Final Judgmem and chis Final Judgment

becomes "Final" a.~ described in Subse<..1.ion 1.7.3. At Dcfend<mts' election, the payment

described in Subsectitlll 4.1.2 shall be made in either (i) cash or (ii) PTIE conimon stock having R

value 01'$500,000 at tbc time ofpa;.inenl.

4.2 Conditional Pavmcnl. Jf PTI's New Drug Application for REMOXY receives

regulatory approval and marketing clearance by the Ftitxl and Drug Administration, then PT!

(but in any event not i[S Officers, Oirectors, employees, shareholdllr$ or any other party who, by

reason of a merger, acqui~ition, consolidation, ctimmercial arrangement or other business

transaction, holds any corporate a~sets, liabilities or voting sllcu1ities of PTI) shall make the

following payments, 1f uny apply, in addition to the amounts dcscribo-....d in Subsection 4.1:

4.2. l PTI shall cause to be made 11 one-time cash paymcm of$ l ,OOO,OOO into

the Settlement Fund, hut t)nly at such time <1$ PTT's finMcial statemen t~, prepared in accordance

with United States genernlly accepted accounting principles, and as filed with the United States

Securities and Exchange Commission ("SEC"), reflect that PTihas $80,000,000 or more in cash,

cash-equivalents, and marketable investments.

4.2.2 If Pl! enters into an agreement or strategic alliance with a partner to

commerciHlize and ~ell REMOXY which resull~ in Upfront Payments to PTT prior to the

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conditions set forth in Subsection 4.2.1 abovt::, PT! shall cause payment to be made toward the

$1,000,000 amount set forth in Suhsoction 4.2. l into the Settlement Fund as follows:

(a} If the Upfront Payments to PT! equal $80,000,000 or more, I hen PTI shall

cause lo be paid $LOOO,OOO into the Settlement Fund upon the final

closing of the agrecmentistrategic alliance; or

(h} If the Upfront Payments to PTI equal less than $80,000,000 but more than

S50,000,000, then PTJ shall cause to be paid $500,000 into the Settlement

Fund upon the final closing of the agrcementistrategic alliance, or

(c;) lfthe Upfront Payments to PTI equal less than $50,000,000 but more thUJl

S25,000,000, then PT! shall cause to be paid S250,000 into the Settlement

Fund upon the final clo~ing of the agrcementistrategic alliance, or

(d) Ifthi;: 1;pfi:ont Payments to PTI equal Jes~ than S25,000,000, then PTl shall

cause to be paid $50,000 into the Settlement Ftmd upon the final closing

or the agrccmentistrntegic alliance.

PT! shall thereatler cause to be paid the balanci;: ofthe $1,000,000 payment, if

any, into the Settlement Fund upon achieving Sl!0,000,000 or more in cash, cash-equivalents, and

investments as set forth in Subsection 4.2. I.

4.2.3 If PT! is acquired prior to the conditions in Se<.-1.ions 4.2. l or 4.2.2 above,

l'TI shull cause lo be paid into the Settlement. Fund an amount based on the following schedule:

(a) If PTI is acquired for cash and/or assets having <1n aggregate value of

$80,000,000 or more, them PTT shall cause to be paid $1,000,000 into the

Settlemi;:nt Fund upon the acquisition being finalized and closed; or

(h) If PTJ is acquired for cash and/or assets having an aggregate value of' less

than $80,000,000 but more than S50,000,000, then PTI shall cause to be

paid $500, 000 into the Settlement Fund upon the acquisition being

finalized and closed; or

(c) lf l'TI is acquired for cash andior assets having an <1ggregate value oflcss

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EXECl:TION COPY

than $50,000,000 but more than S25,000,000, then PTl shall cause to be

paid $250,000 into the Settlement Fund upon the acquisition being

finalized and dosed; or

(d) If PTI is acquired for ca.sh and/or assets ha\'ing an aggregate value of less

than $25,000,000, then PT! shall cause to be paid $50,000 into the

Settlement Fund upon the acquisition being finalized and dosed.

4.2.4 Pa}~nenl pL1rsuant to Subsei..tions 4.2.1, 4.2.2, or 4.2.3 above, shall be

made within fourteen (14) days of the conditions being satisfied for that parngrnph.

4.2.5 If so requested, PTl shall provide to Lhe class administrator a comfort

letter stating that the obligatjons in Suhscctions 4.2.1 or 4.2.2, above, represenl a contingent

liability of the company. This letter shull be issued not more than once every twelve (12) month~

until either the pa),inent in Subsection 4.2. l or 4.2.2 is made.

4.2.6 For clarity, in no event shall PTl be obligated to pay more than a total of

Sl ,000,000 into the Settlement Fund under the l.(;:J'ms or this Section 4.2, even if the conditions in

more than one paragraph ofSub~ections 4 .2. L 4.2.2 , or 4.2.3 are tnet. Fnr furlher clarity, all

conditions of this Section 4.2 shall cease to exist immediately upon the close of a merger or

acquisition of PT! and lhis Scction 4.2 shall not be a liability, ohligatinn or responsibility of the

merged or acquiring entity, or of PTl's Officers, Diroctors, employees, shareholders, nr any other

party.

4.3 Class Claimants. Settlement Class Members may submit claims for a cash

dishurscment from the Settlement Fund, as described below. Settlement Class Members

submitting such daims iue "Class Claimants."

4.4 Claim Fon:ns. Claim Form~ shall he available from the Claims Administrator, a.~

set forth in the Notice lo the Settlement Class. Completed Claims Fom1s shall he due to the

Claims Administrator no later than 90 days after a date to be murually agreed upon by the partic..~

11pon preliminary approval of the Settlement Agreement.

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EXECUTIOJ\ (;Ol'V

4.5 Opt-Out Letters. Class Members may submit an opt-om lcctcr to the Claims

Administrator prior to the Claims Deadline a.sking to be excluded from the monetary portion of

the settlement. If a Class Member submits both a Claims Fonn and an opt-out letter, the Claims

Adrni.n.istrdtor shall disregard the opt-out letter .

4.6 Anti·Fmud :.\1~es. The claims proce.'lS shall cmplo}' sWldurd anli-fhlud

measures to he implemented by the Claim~ Administrator.

4.7 No Dfabursemenl of Direct Relief Before Effective Q!il£. The F.scrow Agent and

the Claims Administrator shall not disburse any portion of the Settlement Fund before the

Effective Date, except as provided for in the Settlement Agreement. Notwithio.landing the fact

that the Effective Dnte has not yet occurred. Lend Counsel may pay from the Settlement Fund,

without further order of the Court, the actual costs of notice and .settlement administration

expenses up to the sum ~1!'$200,000. All such co~L~ and expenses incurred in connection with

the administration of the Settlernent in excess of $200,000 ~hall he paid from the Settlement

Fund subject to prior approval of the Court.

4.8 l'riVil(..-V. The Claims Administr.iror !!hall take reasonable me~~ tn the extent

pennitted by law to assert and to protect the privacy rights of Settlement Class Members,

including by maintaining the confidentiality and security of and preventing the unauthorized

u.cces~ or acquisition of any financial or personal infim11ation submitted in connection with any

claim for bendil~ pursuant to this Settlement Agrocmcnt. In the event of any unauthorized

access to or acquisition of per.;onal infonruition concerning any Settlement Class Memher as a

direct re.sull of the inccntiona! or negligent acts or omissions of C1aims Administrator, the Claims

Administrator shall be responsible for complyi11g wi th any privacy, data security, or breach

notification obligations under stllte or federal law, and will be solely re~ponsible for directly

providing notice to state agencies, affected Settlement Class Members, Hn<Vor other persons or

entities.

4.9 Taxe.~ on Escrow A.ccounr. The Settlement Jiund shall con:ilitule a qualified

i>cttlcmcnt fund within the meaning of Treasury Regulations Sections 1.46813-1 through I .468B-

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EXECUTION COPY

5, 26 C.F.R. §§ l.468B-l through 1.46813-5 (1992). The Settling Parties shall treat the

Settlement Jlund as a qualified settlement fund for all repo1ting purposes under the federal tax

laws. For the purpose of Section 468.B of the Internal Revenue Code of J 986, as amended, and

the re6'1llations promulgated thereunder, the "administrator" shall be the Escrow Agent. The

Escrow Agent shall timely and propedy Ille all informational and other tax returns necessary or

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

described in Treas. H.eg. Section 1.468B-2(k)). Such returns shall be consistent with this

Subsection and in all events shall reflect that all laxes (including any interest or penalties) 011 the

income earned by the Seltkmenl Fund shall be paid out of the in,ome earned hy the Settlement

Fund. Taxes and tax expenses shf1ll be treated as, and considered to be, a cost of administration

of the Settlement Fund and paid without prior order rrom the Court. T11c Escrow Agent shall be

obligated (notwithstanding anything herein to the contrary) to withhold from the income eamcd

by the Settlement Fund any funds necessary to pay such taxes, 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 Treas. Reg. Section 1.468B·2(1)(2)). The Escrow Agent shall maintain

accurate records of al! expenditures made pursuant to this Subsection, and shall provide the

records upon request to Plaintiffs Cot1nscl and Defendants' counsel. Kone of the Settling

Parties, or any of their counsel, shall have any responsibility for the payment of ta.xes desl.nbed

in this Subsection. The parties hereto agree to cooperate with the Esl.TOw Agent, each other, and

their tax attorneys and accountants to the ex lent reasonably necessary to cuny out tbe pro vi $ions

of this Subsection.

4.10 JJiscretion of Claims Administrator. The Claims Administrator shall have

dbcretion lo make equitable decisions to carry out the intent nfthe Settlement Agreement.

4.11 Continuing Jurisdiction Over Direct Relief. The Settlement Fund ~hall be within

the .control and jurisdiction of the Court, custodia legis, until such time as it is distributed

pursuant to this Settlement Agrecmcm.

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S. F.NTRY OF PRELll'rt.L"IARY APPROVAL ORDl£R, :.';OTICE TO THE

St:l"fLE~iENT CLASS, Al\'D ENTRY OF FTh"AL JUDG/\U::-if

5. 1 ~lotion for Preliminary Annroval. Promptly upon execution of this Settlement,

the Settling Partie~ shall submit this Settlement Agreement together with its e::xhibits and ~hall

jointly apply to the Court (in a joint ming if the parties ugree or, i r they do not, in separate

tilings) for entry ofthc Preliminary Approval Order, which includes provisi()nfi that, among other

things, will:

5.1.1 Preliminarily npprove the Settlement Agreement a~ being reasonable and

the pro<luct of good faith negoliatio11s;

5. l .2 Certif}• for seulemcnt purposes only the Settlement Class under Rule:: 23 of

tht: Federal Rules of Civil Procedure;

5. J.3 Approve the Claim Form ~ub~lantially in the fotm attached as .P.xhihil 3,

u.nd approve KCC LLC as the Cluims Administrator, or as otherwise prnposc-0 by the parties or

selected by the Court;

5.1.4 Approve:: lhe ~orioc substantially in the form artachc-0 as t:xhibit 1 and the

Stunmury Notice substantiaUy in the form auachc-0 as Exhibit 2;

5.1.5 Order that rhc Summary Notice he disseminated i1111ccordane1: with the

Preliminary Approval Order;

5.1.6 Provide that any person falling within the definition oflhe Setllemcnt

Class who desires to be excluded from the Settleme::nt Class must request exclusion by

submitting a timely and valid exclusion request, in compliance with the inslructfons in the l\otice

of Proposed Settlt:rnent, to the Claims Admioistrntor m1t later than thirty (30) dnys before the

Settlement Hearing;

5.1.7 Prov;de that persons fall ing within the definition of the Settlement Class

who do not file valid and timely requesl~ for cx.clusioo will be: (i) bound by the Final Judgment

dismissing the Action on the merits and wit.h prejudice; and (ii) permanently ban'l:d and enjoined

from commencing, prosecuting or participating in the recovery in any direct or representativo:

12


action. or any action in any other cupu.cily, asserting or relating to any of tht: Released Claims, in

the m1111ner described in ~tion 7;

5.1.8 Find that the notice co be given in accordance wiU1 the Preliminary

Approval Order (including the contents (lfthe Notice and Summary Norice and tht: prupo~ed

means for effecting nutice to persons falling wirhin tht: delinition of the Settlement Class)

constitutes the best notice practicable under lhc circumstances and constitutes valid, due, and

sutlicienl nntice lo all members of the Settlemenl Cl<ISl>, comp1}ing fully with the require1J1entt>

of Rule 2) oftbe Federal Rules ofCi11il Procedure, the Constitution of the United Stares, and any

otht:r applicable law;

5.1.9 Order that notice to persons fa) ling within the definition of tbc Settlement

Class shall be structured to be as efliciiml 1111 possible and to make maicimum u~e or no lice by c

muil und other electronic means and that such nvtice shall he undertaken by the Claims

Administrator;

5. I. I 0 Schedule a Final Settlernent Hearing to consider and detem1i11e whetl1cr

tbe Sd:tlemenl proposed under the terms of this Settlt:menl Agreement should be finally

approved as fair, reasonable, and wlt:t)UAtc, aud whether the Final Judgmtmt approving the

Settlement Agreement and resolving the Action should be entered, and to consider the rt:quesl

for an aw1mt of att~>mey's fees and reimbucscmenc of el\pen:;e:;;

5.1.11 Provide that the heanng on tbis Settlement Agreement. w1d any reqncst for

an award of altomeys' fees and reimbursement of expenses may, from time-to time and without

further notice to the Settlement Cl~s. he continued or adjourned by order ofthe C<>url;

5.1.12 Provide tbat objections by any Settlement Class '.\.icmber to (i) tbe

proposed Settlement. (Ii) entry of Final Judgment, (iii) the Plan of Allocat1on, (iv) any proposed

award of auomcys' fees and reimbursement vf eicpenses to Plaintiff's Counsel, or (v)

reimbursement award tv the Clasi:t Representative or Lead Plaintitf shall be heard and any papers

11uhmiltcd in support of said objections shall he considered by the Court at the Setth:menl

Hearing only i( no later than thirty (30) days before the Settlement Hearing, such objector files

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wilh lhe Claims Administrator a written notice of hi~, her, or ils intention t<J appear and slates che

basis for the objections with supportiDg doc11mcntation of the number of shares of PTI common

~lock purchased and/or sold during the Class Peri<>d and the dates oftlwse transactions:

5.1. I 3 Provide that, on the Effective Date, all Settlement Class Members,

whether or not they file a Claim Form or sign u release, sbaU be barred from a~crting an;·

Rdea~ed Claims against any ofthe Released Parties, and each and all Settlement Class Members

shall conclusively be deemed to have rele-a$ed and forever discharged any and all such Relea.~ed

Claims as against all of the Released Parties, in the manner described in Section 8.

5.2 C.-oopcration. Defendant-; shall cooperate in providing to the Claims

Administrator information ~uch as names, adclre.~ses, and e-mail addr~e.<1 for the notice and

settlement administration proc=, which shall be provided lo the Claims Admini~trator pursuant

to a confidentiality agreement.

5.3 ,Yfotion for Pinal J udgmc1u. u: afh:r the Settlement Hearing :>Chedulod by the

Court in the Preliminary Approvdl Order, the Court approves the Settlement Agreement, then

counsel for the Settling Parties shall ~1 lhat the Court enter Final Judgment.

6. NO ADMISS101'" OF FAULT, LL'\IHLITY, OR \:VRONGDOL'IC

6.1 The Settlement is Not an Acknowlcdgl;ment ofl.iahilitv or Wroq.gdoing.

Defendants enter into this Selllcmcnr Agreement without in any way acknowledging any

negligence, fault, liability, or wrongdoing of ruiy kind. J>efondants continue to deny all of the

material allegation$ in the Third Amended Complaint Defendants continue to assert that they

had meritorious dcfeoses against Plaintiff's claims and that such claims arc witboul merit.

6.2 The Setllcment Raises No Tn lercncc of L.iabilitv or \Vmngdoing. Neither this

Seltlement Agreement, nor any of the negotiation~ or proceedings connected with them, nor any

other action taken to carry out this Settlement Agreement by any of the Settling Parties shall he

C()nstrucd as, or shall be IL'itld a<;, or shall raise any pre$umption or inference of, 3J1 admission or

concession by or against or respecting Defendants of the truth of any of the allegatioos in the

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Original C'..omplaiot, First Amended Complaint, Second Amended Compliant, or Third Amended

Complaint, or of any liability, faull or wrongdoing.

6.3 The Settlement is Not F.vi<lencc of Liabilicv or Wrongdoing. Neither this

Settlemtmt Agreement, nor any of its terms or provisions, nor any of the negotiations or

proceedings connected with them ~hall be offered as evidence or received in evidence in any

pending or future civil, criminal, or administrutive action or be used to create nny inference or

presumption ofliability or an admission of any kind by Defendants, except as may be necessary

to enforce the terms of this Settlement Agreement.

7. 'RELEASE

7. l As of the Effective Dale a11d in consideration of this Settlemtmt Agreemt."llt and

the benefits extended to the Class, Defendant~, and each of their present, future. fom1er, direct

and indire1..1., ~ubsi<liaries, parents, affiliates, unincorporated entities, divisions, groups, officers,

directors, shareholders, partners, partnerships, joint ventures, employees, agents, ~ervants,

assignees, successors, insurers, indcmnitees, ultumeys, lr.insferccs, and/or rcpresentative-s

(collectively, the "Released Parties") shall be released and forever di~charged hy Uic Class

Rcprcscmativcs, for themselves and as the rt:prescntat.ivcs of each Settlement Class Mem~

each Settlement Cla.~s Membt,'T on bcha.lf of himself or herself; and their respective present,

future and former, direct and indirect., subsidiaries, parents, affiliates. unincorporale<l entities,

divi~ions, groups, officers. directors, shareholden;, partners, partnerships, joint ventures,

employees, agents, serva11ts, assignees, successors, insurers, imlemnitee~. altomeys, transferees,

and/or representatives (collectively, the "Releasing Parties") from all claims, demHnds, rights,

liabilities. suits, or causes of' aclinn, known or unknown, a.5 of the Effective Date that (I) were or

c.iuld h:ivc been asserted in the complain ls liled in this Action. or (2) are based upon. arise out

of. or reasonably relate to: (i) the purellase or snie or offer of sale during the Class Period of any

PTI common stock trading on the NASDAQ Stock Market undec the ticker symbol "PTIE''; (ii)

any allegations that any statements made by Oefondants during the Class Period were false,

misleading, contained material omissions, or were otherwise fraudulent nr inaccurate; and (iii)

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any of the facts, sch ... -mcs, transactions, events, matters. occurrences, acts, disclosures,

statements, misrepr~ent.alions, omissions, or fai lures to act that have been ~>r could have been

alleged or asserted in the Action (collectively, the "Released Claims"); provided, however, that

the Released Claims do nol include claims arising out of federal, state, or local government

~talues, rules, regulations or ordinances over whicb a federal, state, or local govemment agency

or similar authoiity retains sole jw·isdil .. -tion and foT which there is no private right of action

accruing to the Settlement Class Members. either collt!<:tivcly or individually.

7.2 The Released Claims include any unknown claims that reasonably could have

arisen out of the same facL~ alleged in the A<.1ion that the Settlement Class Members do not know

or suspect to exist in their favor al lhe lime of the release, which, if known by them, might have

affected their settlement with, and release 01: the Released Parties or might have affected their

docision not to object. to thi~ Settlement. With re~pect to the Released Claims only, the

Settlement Class Members stipulate and agree that, upon the Effective Date, the Settlement Cln..~s

Members shall be deemed ro have, and by oper.ition of the Final Judgment shall have, expressly

waived and rclinquisbe<~ to the fullest extent pel1Tlitted by law, the provisions, righL' and

benefits ofSeclion 1542 of the California Civil Code, or any other !;imilar provision under

federal or state law, which provides:

A GENERAL RJ.!L.CASF. DOES !\OT J.!Xf'END TO CLAJyfS WllJCJ I THF. CREDITOR DOES NOT KNOW OR SUSPECT TO EXTST TN HIS OR llliR FAVOR AT THE TIME OF EXECUTING THE RELliASE, WHICH IF KJ\OWN BY HIM OR HER MUST HA VE YtATERIALLY AfFF.CTF.D HTS OR HER SET l'LEtvlf.;-.rf WITH THE DEBTOR.

7.3 The Settlement Cla~s Members may hereafter discover facts in addition to or

different from tho~e they now know or believe lo be trnc with respect to the subject matter of the

Relea.~ed Claims, but upon the Effective Date, shall be deemed to have, and by opemtion of the

Final Judgment shall have, fully, finally, and forever settled and released any and all of the

Released Claims, whether known or unknown, su:;pecled or unsuspected, contingent or non

contingent, which now exist, or heretofoTc have existed, upon any thoory of law or equity now

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existing or corning into existence in the future, for damages, injunctive relief, rescission,

disgorgement, or restitution or any other right, remedy, or relief of every nature and description

whatsoever, whether based on federal, state, local, statutory or common law or any other law,

rnle, or rei.rulation, including the Jaw of any jurisdiction outside the United States, that were

brought or could have been brought in the complaints in this Action without regard to the

subsequent discovery or existence of such different or additional facts.

7.4 Co1,tinuing Jurisdi(,1.ion. Exe<-'Pt for the enforcement of the Final .Judgment

entered pursuant to this Settlement Agreement, the Releasing Parties shall be barred from

prosecuting any proceeding against any of the Released Parties with respect lo any Released

Claim. The Court shall rctainjurisdicti(ln to enforce the Final Judgment, releases, amt bar~ to

suits contemplated hy this Settlement Agreement. It is fo1iher agreed that the Settlement

Agreement and the Final Judgment may be pleaded as a complete defense to any prnceedi11g

subject to this Soction.

8. EXCI .USION (OPTJNC,-01.JT) FROM THE SETTLEME~T CLASS

lU Any Person falling within the definition of the Settlement Class who does no!

wish to participate in the Settlement Fund described in Section 4 and be bound by the dismissals

and releases provided for in this Settlement Agrccmem, must request exclusion from t!Je

Settlement Class. A request for exclusion musl state: (I) the name, address, and telephone

number of the Person requesting exclusion, (2) the number of shares of PT! common stock

purchased and/or sold during the Chis~ Period, and (3) that the person wishes to be exc-lude<l

from the Settlement Class. TI1e exclusion request. mltst be sent hy mail or e-mail to the Claims

Administrator and postmarked or e-mailed on or before the date specified in the Preliminary

Order. The Claims Administrator shall deliver copies of any and all requests for exclusion to

Plaintiffs Counsel and the Defendants' counsel. The Claims Administrator shall make such

deliveries on a weekly basis and shall ensure thal lhe final such delivery is received by l'laintitl's

Counsel and the Defendanls' counsel at least thirty (30) days before lhe Settlement Hearing.

Plaintiff's Counsel shall file any and all such requests for exclusion with the Court al or before

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!he Seltkmcnt Hearing. All Persons who suhmil valid and timely requests for exclu.~on in the

manner set forth in this Secl!on shall have no rights under this Scctlcmcnt Agreement, und shall

not sbare in the distribution of the Senlemcnl Fund. All Persons fall ing within lhc definition of

the Setllemenl Class who do nor request exclu~ion in Lhc manner set forth in thi~ S~-tion shall be

Settlement ClHss Members <Jml shall be bound by this Settlement Agreement and the FiMI

Jutlgment. Any Person falling within the definition of the Settlement Class wht) timely requests

exclusiou ~ull, upon approval of the Court, be e1'clucktl from the class certified pursuant to Fed.

R. Civ. Proc. 23(b)(J).

9. A TIOR"'4 EYS' FE ES ANU DL'>BURSEMENT O F EXP1£NSt:.S

9.1 Apolication for Altomcvs· Fees nnd Expenses. P lainlifPs Counsel may apply to

the Court nt the Settlement llearing for an award of attorneys' fees and reimbursement of their

expenses and ct>sts from 1he SctElcment Fund iu an amount lo be determined by the Court a..~ a

percentage of the entire value of selllemcnt, including monetary an<l oLher relief (such as

corpcirate refom1s), as a common fund, in acconlancc with Fifth Circuit Court ~1f Appeals

prcce<1enr and the pertinent law. Defendants agree not to tipposc att application by Plaintiffs

Counsel for attorneys' fees consistent with fee awards pre,,,iously apprc"'ed by the Fifth Circuit

Court of Appeals. Plaintiff's Counsel nntidpatt1S requesting an award of attorneys' ftes and

Plaintiff' s Counsel will file a separate motion with the Court requesting an award of attorney

foe~. coNlll to be reimbursed, and any t:nhancemcnts from the Settlement F1mcl in an amount

consistent with Fifth Circuit precedent. Plaintiff and Plaintiff's Counsel agree that they will not

$eek lo collect any attorneys' fees, expen~es, or costs from any source other than the ScEtlcmcnt

Fund. To the ex.tent the Court may award fees to coun~el for any class member appeiuing before

the Court in connection with the approval or implementation of this Settlement Agreement, such

fees shull be pay-able solely from the Settlement Fund.

9.2 P!!vmem of Attorneys' Fees and Expenses Award The attorneys' foes, citpenses,

and cost~ approved by the Court to be distribu1ed to Plaintiffs Counsel shall be paid by I.he

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t::scrow Agent tu Plaintiffs Cow1scl from the Settlement Fund, within five (5) business days

aflcr entry of the Order approving the attorneys' fees and reimbursement of expen~s.

9.3 Named Plaintiff's Co,nipelJ~. The Court may award reasonable

reimbursement compensation to the named Plaintiff, Kil Partners I, J .P, for its service in the

case, which shall come from the Settlement Fund. Any st1ch Court-ordered compensntion ~hall

bo paid within (5) five business days after the Effective Date. The Released Parties shall have no

responsibility for, and no liability whatsoevi:r with respect to, any incentive comptm~atiQn to the

named Plaintiff, t:Xcep! as expressly provided in Subsection 4.1.

9.4 No Effect On Settlt:ment. Any orders or proceeding; relating to the application of

Plainti rf'~ Counsel for an award of attorneys' fi:es, costs, and expenses shall not operate t(J

terminate or cancel this Settlemenl /\g;ccmcnt, m1d shall have no dTect on chc tiuality of the

Final J\ld&mcnt to be entered pursuant tv Lh i~ Settlement Agreement.

9.5 Released Parties Not Rcsponsjhle for Payment of Award. The Released Partie~

shall have no responsibility for, ancl no liability whatsoever with respect to, 8ny payment to

PlaintiO~s Counsel from the Settlement Fund Lhal may occur, except as expressly provided in

Subsection 4.1.

9.6 Rcleasec! Parties Not Responsible for Allocati~m of Award. Tho Released Parties

shal 1 have no responsibility for, !llld 110 liability what~vever with respect to, the allocativn among

Plaintiff's cowJSel, and any other Person who may asse1t some claim thereto, of any award of

utl~m1eys' fees, costs, or expenses thnt the Court may make.

10. TERJ\o1I~ATIO~ OF SETTLEM.E.Xr AGREEMF.KT

l 0. 1 Conditions Permitting Ttrminttlion. The Settlement may be terminated al the

option and in the sole dis<=!iot1 of the Settling Defendants in Lhe event that Class Members who,

durmg the Class Period, purchased or otherwise acquired PT! common stock timely and validly

reque~1 e;cclusivn !Tom the Class and t.he terminatiQn threshold, as such term is defined in a

separate agreement between Cuuu~el for Lhc Settling Defendants and Plain ti ff' s Counsel (the

"Supplemental Agreement") is met. The tvtal amount of PT! common stock purchu~ed by sllch

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F..XU: UTIOl'I COJ>Y

Class Members shall be calculated using the infonnatiou provided by such CIU.S8 Members in

their rettuest!l for exclusion. The Supplemental Agret:menl shall not be filed with the Court

unless and until u dispute among the parties to the Supplemental Agreement concerning its

interpretation or application arises, in which c11,.qe those parties shall seek to tile it with the Court

under seal.

I 0.2 Proced11.r~ for Termination. In order to terminate this Settlement Agn:ement

pursuant tv Subsection 10. l, a party must serve a wTitten notice oftcnnination on the Court <md

on opposing counsel, by band delivery or by first class mail. Such written notice mu~t be

delivered or postmarked within ten (I 0) busine11s day!! after counsel for the party seeking

termination of the SetUement Agreement receives from the Claims Administrlltor the last weekly

delivery of copies of requests for exclusion a~ provided for in Section 10 or within ten ( IO)

busine~~ days aficr the Court grants any additfonul request for exclusion from the Settlement

Class for any reason.

I 0.3 Cons£g_uenees pf Teunin1J.tion. If the EITective Date does not occur (If if a pnrly

tcnninates this Settlement Agreement as provided iD this Section l 0, then this Settlement

Agreement sblllJ have no further force or effcci and the Settling Parties shull revert lo I.heir

r~-p;:ctive positions as of the date that the Settlemt:nt Agreement was executed by l'lnintiff and

Dcfeudnnts, as though this Settlement Agreement h~d never been e::xecuted. In that event, within

1e11 ( I 0) days after written notification of such evt,'lll is sent by Defendants' counsel or Plaintiff's

Counsel to the Escrow Agellt, the Settlcmc11t Fund (indu(ling any accrued interest), less

expenses and any costs which have:: been di~hursed pursuant to Subsections 4. 1, shall he refunded

by the F.5t.Tow Agent to Defendants' counsel. In such eve::nl, Defendants shall be entitled to any

mx refund owing to the Settlement Fund. Ac the request of Defendants, the F.c;crow t\gcnt or its

de;;ignee shall apply for any such rcfiiad and pay the pTOCeeds, after deduction of any foes or

expenses incurred in connection wilh such applie~tion(s) for a refund, to Defendant.~ .

l 0.4 Inadmissible for Purposes pf Ce::rti C ying a Litigatio11 Cl!).SJl. If the Settleme::nl

Agreement is lem1inated pu1'$llllnt to the provisions set forth in this Section I 0 or che effective

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Date does not occur for any rea~on, the parties will not offer this Settlement Agreement, any

agreement negotiated between the pmties in connection with or regarding the Settlement or the

Settlement Agreement, or any motion seeking approval of the Settlement or Settlement

Agrocrnent in cormection with a motion to cerlify a litigation class or in any other proceeding in

thfa Action.

11. OTllt:R PH.OVISIO:'.l!S OF THE SETTLEMEJ\T

11 .1 Public Communiciition~ .. The Settling P<1rties agree there will be no public

announcement. regiirding the Settlement until PT! has publicly disclosed it. Once disclosure is

made by PT!, the Settling Parties agree that, other than disclosures required by law, any public

comments from the parties regarding this resolution will not substantially deviate from words to

the effect that the parties have reached a mutually acceptable resolution by way of a me<liated

selllement that will avoid protracted and expensive litigation, and that both sides arc satisfied

with this resolution. Further, the Settling Parties shall agree upon tJie language and timing of any

such further press release, announcement, response to press inquiry, report to legal publkat.ions,

or any other puhlic statement, regarding the resolution of thi~ matter. This Section 11. l shall not

apply to any court-approved notice or any PTI regulatory filing.

11 .2 Nondisparag~ment. The Sett! ing Parties and their counsel agree not to disparage

each other in any way, including, but not limited to, any accusations of wrongful or actionable

conduct by either pa11y and shull not otherwise suggest that tl1e settlement constitutes an

admission of any claim or defense alleged.

11.3 Stay of Proceedings. Upon the execution of this Settlement Agreement, all

discovery and other proceedings in the Action shall be stayed until forthcr order of the Court,

except for proceedings that may be necessary to implement the Settlement or comply with or

eITectuatc the terms of this Settlement Agreement.

11.4 Restoration to Status Quo lipon Termination. In the event this Settlement

Agreement is not approved by the Court in its present fonn, or the conditions required for the

Settlement Agreement lo he consummated do not occur, then the Settling Parties hereto shall be

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EXEC'C:TION COPY

restored to their respective positions as of the date that the Settlement Agreement was executed

by Plaintiff and Defendants, the tenns and provisions of the Settlement Agreement shall have no

forther force and effect with respect to the Settling Parties, and to the extent permitted by luw,

the Settlement Agreement and associated exhibits shall not be used in any action or proceeding

for any purpose and any orders entered by the Court in accordance with the terms of the

Settlement Agreement ~hall he treated as vacated nunc pro tune.

I 1.5 Best .tffQrts and Cooperation. TI1c Settling Parties acknowledge that it is !heir

intent lo consummate this Settlement Agreement. Acconlingly, lhc Settling Parties agree to

cooperate to the extent necessary to effectuate and implement all tenns and c.ondi lions of the

Settlement Agreement and exercise their best efforts to establish the foregoing tem1s and

condition~ ofthe Selllemenl Agreement. The Settling Parties forther agree to cooperate in

effecting notice to members of the Selllemcnt Class and in securing the Court's appnwa\ of the

Settlement.

11 .6 Autho1ization of Counsel. The undersigned coun~el represent that they arc fully

authorized to execute and enter into tlie tenns and conditions of the Settlement Agree.ment <>O

behalf of their respective clients.

1 I. 7 .Entire Am:eement. This Settlement Agreement (along with the exhihi t~ I hereto)

constitutes the entire agreement among the Settling Parties and supersedes any prior agreements

or understandingi; bet.ween them. All tCJ111s of this Settlement Agreement are contractual and not

mere recitals and shall be construed as if dralled by all Settling Parties. The tenns of this

Settlement A greemenl are and shall be oinding upon and inure to lhe benefit of each of the

Settling Parties and Settlement Class Members, their agents, attorneys, employees, heirs,

successors, and assigns, and upon all other persons daiming any interest in the s11bject matter

hereto through any of the pruties hereto, inc111ding any Plaintiff or Settlement Class Member.

11 .8 Amendment. This Settlement Agreement may be amended or modified only by a

written instrument signed by or on behalf of all parties hereto or their successors in interest.

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Amendments and modifications may be made without notice to the Settlement Class, unless

notice is required by lhe Court.

l l.9 l;ixecutjon in Counteu1arts. This Settlement Agreement may be executed in

oow1terpart.~ or by facsimile, with each counterpart or facsimile signature having U1e same force

and effect as an original. All executed couruerparts and each of them shall be deemed to be the

one and the same instrument. Coumel for the parties to this Settlement Agreement shall

exch~nge among themselves original signed counterparl~ and a complete set of original executed

counterparts shall be filed witb the Court.

11 .10 J unsdiction. The Court shall have exclusive and continuing jurisdiction over the

implementation, interpretation, and execution of the Final Judgmenr and this Settlement

Agreement and all exhibits thereto, \•ith respect to nil parties hereto, including all Settlement

Class :Yfernbenc

11.11 Qoverning Luw. The 1ights and obligations of the parties to the Settlement

Agreement shall be construed and enforced in accordance with. and govemed hy, the laws of the

State ofTexas.

I L 12 Headings. The beading~ and !rubhcading:; to this Settlement Agreement have been

inserted for <:onvenie1ice only and are not to bi:: ccmsidered when constming the provision~ of this

Settlement Agreement.

11 .13 Scverabilitv. In the event any nne or more of the provision~ contained in this

Settlement Agreenu:nt ~hull for any reason be held to be invalid, illcgnl, or unenforceable in any

re.~pect, such invalidity, illegality, or unenforccability shall not affe<."t any other provision if the

Settling Parties all elect to proceed as if such invalid, illegal, or unenforceable provision ha<l

never been included in the Agreement.

f rilli lll:.M.b,,INDF.R OF TH IS PAO.I: INTb1' !JONA LL Y Bl.Al\KJ

23


I I

I

I

EXECUTION COPY

IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be

executed on its behalf by its duly authorized counsel of record, all as of the day set forth below.

Dated: August 30, 2016

B~t?;;tJJ POMERANTZ LLP Tamar A. Weinrib 600 Third Avenue, 20th Floor New York, New York 10016 Telephone: 212-661-1100 Facsimile: 212-661-8665

POMERANTZ LLP Patrick V. Dahlstrom 10 South LaSalle Street, Suite 3505 Chicago, IL 60603 Telephone: 312-377-1181 Facsimile: 312-377-1184

ABRAHAM, WATKINS, NICHOLS, SORREL, AGOSTO & FRIEND Sammy Ford IV Federal Bar Number: 950682 Texas Bar Number: 24061331 800 Commerce Street Houston, Texas 77002 Telephone: 713-222-7211 Facsimile: 713-225-0827

Attorneys for Plaintiff K.B. Partners I, L.P. and the Settlement Class

By:

BOIES, SCHILLER & FLEXNER LLP Joshua I. Schiller Matthew L. Schwartz Benjamin Margulis 575 Lexington Avenue New York, NY 10022 Tel: (212) 446-2300 Fax: (212) 446-2350 j [email protected] [email protected] [email protected]

BOIES, SCHILLER & FLEXNER LLP William S. Ohlemeyer New York Bar No. 3995651 333 Main Street Armonk, New York Tel: (914) 749-8440 Fax: (914) 749-8300 [email protected]

DYKEMA COX SMITH Mary Schaerdel Dietz State Bar No. 03741500 111 Congress Avenue, Suite 1800 Austin, Texas 78701 Tel: (512) 703-6300 Fax: (512) 703-6399

Attorneys for Defendants Pain Therapeutics, Inc., Remi Barbier, Nadav Friedmann, and Peter Roddy


b:Xt:CU'l'IO~ COPY

IN WITNESS WHEREOF, each of the Panics hereto has caust::d the Agreement to be

execute<l on iL~ behalfby its duly authorized coWlsel of record, all as of the day set forth bek>w.

Dated: Aug11st 30, 2016

POMERANTZ LLP Tamar A. Weinno 600 Third Avenue, 20th Floor NewYork,NewYork 10016 Telephone: 212-661-1 100 Facsimile: 212-66 1-8665

PO~vfF.RANTZ LLP Patrick V. Dahlstrom I 0 South T .aSalle Street, Suite 3505 Chicago, JL 60603 Telephone: 3 12-377-11 81 Facsimile: 312-377-1184

ABRAJIA.\.1, WATKJKS, NICHOLS, SORREL, AGOSTO & FRlliND Sammy Ford IV Federal Bar Number: 950682 Texas Bar Number: 2406B31 800 Commerce Street lloustou, Texas 77002 Telephone: 713-222-7211 F11csimile: 713-225-0827

A11omeysfor i'lainrijfK.ll. Parmers l, L.P. and !he Setdl!ment Class

24

Bvi: h 4AIA4= Y ~/,/.fed - T . BOIES, SCHILLER & FT.F.X~R LLP Joshua T. Schiller Matthew L Schwar17. Benjamin Margulis 575 Lexington Avenue New York, ~y 10022 Tel: (212) 446-2300 Fax: (212) 446-2350 [email protected] [email protected] [email protected]

BOlliS, SCHIT,LER & FLEX~ER LLP William S. OWemeyer )few York Rar ~o. 3995651 333 Main Street AJTIJ-Onk, New York T cl: (9 l 4) 749-8440 Fax: (914) 749-8300 [email protected]

DYKEMA COX SMITH Mary Schaerdel Dietz State Bar No. 03741500 111 Congress Avenue, Suite 1800 Austin, Texas 78701 Tel: (51 2) 703-6300 f a'(: (512) 703-6399

Attorneys for Defcnd(lntS /'(1(11 Therape11Jics, lnc., Remi Barbier, Nadav Friedmann, and Peter Roddy


UNITED STATES DISTRICT COURT WESTERN DISTRICT OF TEXAS

AUSTIN DIVISION


Plaintiff, v.

PAIN THERAPEUTICS, INC., REMI BARBIER, NADAV FRIEDMANN, and PETER RODDY

Defendants.

Case No. A-11-CV-1034-SS

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS’ FEES AND EXPENSES, AND FINAL APPROVAL HEARING

TO: ALL PERSONS AND ENTITIES THAT PURCHASED PAIN THERAPEUTICS, INC. (“PAIN THERAPEUTICS”) COMMON STOCK DURING THE PERIOD FROM DECEMBER 27, 2010 THROUGH JUNE 26, 2011, BOTH DATES INCLUSIVE (THE “CLASS PERIOD”).

EXCLUDED FROM THE CLASS ARE DEFENDANTS, THE OFFICERS AND DIRECTORS OF PAIN THERAPEUTICS, MEMBERS OF THEIR FAMILIES, HEIRS, SUCCESSORS OR ASSIGNS, AND ANY ENTITY WHICH DEFENDANTS HAVE OR HAD A CONTROLLING INTEREST IN.

PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED BY LEGAL PROCEEDINGS IN THIS LITIGATION. IF YOU ARE A MEMBER OF THE CLASS DESCRIBED HEREIN, YOU MAY BE ENTITLED TO RECEIVE A PAYMENT PURSUANT TO THE PROPOSED SETTLEMENT DESCRIBED BELOW. TO CLAIM YOUR SHARE OF THE SETTLEMENT FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM POSTMARKED ON OR BEFORE _______, 2016.

CLASS RECOVERY: This Notice has been sent to you pursuant to an Order of the United States District Court for the Western District of Texas (the “Court”) in the above-captioned action (the “Action”). One of the purposes of this Notice is to inform you of the Settlement of the Action for up to $8,500,000. This amount consists of a $7,500,000 cash payment with a potential additional payment of up to $1,000,000 contingent on the occurrence of certain events as described more fully in the Stipulation of Settlement. Plaintiffs estimate there were

Case 1:11-cv-01034-SS Document 257-1 Filed 08/31/16 Page 1 of 15

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approximately 7.5 million shares allegedly damaged of Pain Therapeutics common stock purchased during the period in which the Court sustained the allegations in the Complaint. Pursuant to the Plan of Allocation (see Section III herein), if all affected Pain Therapeutics damaged shares elect to participate in the Settlement, the average recovery per share could be $1.13 before deduction of any fees, expenses, costs, and awards described herein. The actual amount disbursed to members of the Class who participate in the Settlement may be more or less than this figure.

POTENTIAL OUTCOME OF THE CASE: Continuing the case could result in a loss at summary judgment, trial or on appeal. Class Counsel believe that the claims asserted in the Action have merit and that the evidence developed to date in the Action supports the claims asserted therein. Defendants Pain Therapeutics, Remi Barbier, Nadav Friedmann, and Peter Roddy (collectively, the “Defendants”) deny all allegations of wrongdoing or liability asserted against them on behalf of the Class and maintain that the claims in this Action are without merit and unsupportable at trial. The two sides vigorously disagree on both liability and the amount of money that could be won if Plaintiffs prevailed at trial.

BENEFITS OF A SETTLEMENT: Plaintiffs believe that the proposed Settlement is fair, reasonable and adequate to, and in the best interests of, the Class. Plaintiffs and their counsel have reached this conclusion after investigating and considering, among other things, the strengths and weaknesses of Plaintiffs’ claims against Defendants, including the Defendants’ contentions that the Class’s claims are without merit, the uncertainties of this complex litigation, including the risk of not being able to obtain any recovery, and the concrete benefits provided by the Settlement to the members of the Class. Without admitting, and expressly denying, any wrongdoing or liability on their part whatsoever, Defendants are nevertheless willing to agree to make the payment provided for by the Stipulation provided that all of the claims of the Class are settled and compromised, in order to avoid the continuing burden, expense, delay, inconvenience and distraction to Defendants in this Action.

ATTORNEYS FEES AND COSTS SOUGHT: Class Counsel has not received any payment for its services in conducting this litigation on behalf of Plaintiffs and the members of the Class, nor has it been reimbursed for its out-of-pocket expenditures. If the Settlement is approved by the Court, Class Counsel will apply to the Court for attorneys’ fees not to exceed 33% of the Settlement Amount, and reimbursement of expenses not to exceed $950,000. If the amount requested by counsel is approved by the Court, the average cost, should every damaged share elect to participate, would be $0.50 per share for the shares with claims that were sustained by the Court. In addition, a Compensatory Award for the time and expenses incurred by Lead Plaintiff will be sought, not to exceed $25,000.

IDENTIFICATION OF PLAINTIFFS’ COUNSEL: For further information regarding this Settlement, inquiries may be directed to Class Counsel: Tamar Weinrib, Esq., Pomerantz LLP, 600 Third Avenue, New York, NY 10016, [email protected].

I. THE CLASS INVOLVED IN THE PROPOSED SETTLEMENT

The proposed Settlement affects the rights of the members of the Class. The Class consists of:


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All persons or entities that purchased Pain Therapeutics, Inc. common stock during the period from December 27, 2010 through June 26, 2011, both dates inclusive. Excluded from the Class are Defendants, the officers and directors of Pain Therapeutics, members of their families, heirs, successors or assigns, and any entity which Defendants have or had a controlling interest in.

The sending of this Notice should not be construed as any indication of the Court’s view as to the merits of any claims or defenses asserted by any party to this Action.

II. THE LITIGATION

Summary of the Litigation

The Court handling this Action is the United States District Court for the Western District of Texas, and the case is known as KB Partners I, LP v. Pain Therapeutics, Inc., Case No. 11-CV-1034-SS. On April 9, 2012, the Court appointed KB Partners I, LP as Lead Plaintiff. The Defendants in this Action are Pain Therapeutics Biopharma, Inc., Remi Barbier, Nadav Friedmann, and Peter Roddy (referenced heretofore collectively as the “Defendants”).

This Action alleges violations of the Federal Securities Laws (specifically Sections 10(b) and 20(a) of the Exchange Act (15 U.S.C. §78j(b) and 78(t)(a)) and Rule 10b-5 promulgated thereunder (17 C.F.R. §240.10b-5)) against all Defendants.

Pain Therapeutics is a publicly traded Delaware corporation with its principal place of business located in Austin, Texas. Pain Therapeutics is a biopharmaceutical company that developed REMOXY, an abuse-deterrent formulation of oxycodone. Pain Therapeutics common stock trades on NASDAQ Stock Exchange under the ticker symbol “PTIE.”

Lead Plaintiff filed an Amended Complaint on June 8, 2012. In response, Defendants moved to dismiss Lead Plaintiff’s claims. The Court granted Defendants’ motion on September 26, 2012. Lead Plaintiff filed a Second Amended Complaint on October 15, 2012. Defendants once again moved to dismiss on October 29, 2012. The Court denied Defendants’ motion on November 20, 2012. See KB Partners I, L.P. v. Barbier, 907 F. Supp. 2d 826 (W.D. Tex. 2012). Lead Plaintiff filed a Third Amended Complaint on July 27, 2015. Defendants once again moved to dismiss on August 10, 2015. On December 1, 2015 the Court denied Defendants’ motion to dismiss the Third Amended Complaint. See KB Partners I, L.P. v. Pain Therapeutics, Inc., No. A-11-CA-1034-SS, 2015 WL 7760201, at *1 (W.D. Tex. Dec. 1, 2015).

The Third Amended Complaint (“Complaint”) alleges that, during the Class Period, Defendants made false and/or misleading statements and/or failed to disclose material facts about a new drug, REMOXY. Specifically, the Complaint alleges that Defendants continuously misled investors by detailing their efforts to secure FDA approval for REMOXY and stating that the Company’s New Drug Application (“NDA”), submitted to the FDA in 2010, responded to the issues that caused the FDA to reject a prior REMOXY NDA, but failed to disclose specific known flaws in the submitted data which threatened approval.

On May 3, 2011, in a conference call with analysts, Pfizer disclosed that it was “working to address a specific issue in the manufacturing section of the application . . . .” PTIE stock declined $0.70, or more than 7%, to close at $8.86 on May 3, 2011. On June 24, 2011, the Company announced that it had received a Complete Response Letter from the FDA rejecting


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REMOXY for the second time, but did not reveal the reasons for the rejection. PTIE shares declined $3.94 per share, or nearly 43%, to close at $5.30 per share on June 24, 2011.

On June 27, 2011, the Company disclosed that the FDA’s Complete Response Letter raised concerns related to, among other things, the chemistry, manufacturing, and controls sections of the REMOXY NDA. PTIE shares declined $1.37 per share, nearly 26%, to close at $3.93 per share that day.

The Defendants deny all claims and wrongdoing asserted in the Complaint and any liability arising out of the conduct alleged therein. No trial has yet occurred in this Action and no findings of fault or liability have been made as to any of the parties.

Discovery, Investigation, and Research Conducted by Counsel

Before agreeing to the Settlement, Class Counsel conducted extensive investigation and research into the merits of the Action. This investigation has included consultation with experts concerning the amount of damages suffered by the Class; interviews of Confidential Witnesses who previously worked with the Defendants; detailed reviews of Pain Therapeutics’ public filings, SEC filings, press releases, and other public statements; review of analyst reports, financial analysts, and industry analysts relating to Pain Therapeutics; and research of the applicable law with respect to the claims asserted in the complaints filed in the Action, and the potential defenses thereto.

Proposed Settlement

At various times from 2014 through 2016, the Parties participated in day-long mediations presided over by the Honorable Layn R. Phillips (Ret.) a former United States District Judge. During these negotiations, the Parties discussed, among other things, the respective claims and defenses, damage analyses, legal analyses, the evidence to be offered by the Parties at trial, and other important factual and legal issues. Although the arms-length negotiations supervised by Judge Phillips did not immediately result in the Settlement, the Parties laid the groundwork which resulted in an agreement to settle the action subject to final documentation and Court approval. These negotiations resulted in the agreement to settle all claims of the Class against the Defendants, i.e., the Stipulation, entered into on August 30, 2016.

Class Counsel believe that the claims asserted in the Action have merit and that the evidence developed to date in the Action supports the claims asserted therein. They further assert, and believe the Class would present supporting evidence at trial establishing liability against the Defendants under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

Defendants vigorously deny all allegations of wrongdoing or liability asserted against them on behalf of the Class and maintain that the claims in this Action are without merit and unsupportable at trial.

Class Counsel is mindful of the inherent problems of proof under, as well as the defenses to, the federal securities laws violations asserted in this Action, including the defenses asserted by Defendants. Class Counsel also recognizes the limited ability of Pain Therapeutics and the Defendants to contribute more to the Settlement proceeds. Moreover, the Parties, recognize and acknowledge the expense and length of continued proceedings, trial, and appeals, and has taken into account the uncertain outcome and the risk of any litigation, especially complex actions such as here.


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In light of the foregoing, Class Counsel believes that the Settlement set forth in the Stipulation confers a meaningful benefit upon the Class and has determined that the Settlement is in the best interests of the Class.

The Release

In return for the payment of the Settlement Fund, upon the Effective Date, Class Members who do not file for exclusion from the Class will fully, finally and forever release, discharge and relinquish all Released Plaintiffs’ Claims against Defendants’ Released Persons, without costs to any party except as provided herein, upon the Effective Date. Lead Plaintiff and all Class Members, whether or not any such Person submits a Proof of Claim and Release or shares in the Net Settlement Fund, on behalf of themselves and each of their predecessors, successors, parents, subsidiaries, affiliates, custodians, agents, assigns, representatives, heirs, executors, trustees and administrators, will be deemed by this Settlement on the Effective date to fully, finally, and forever release, discharge, and relinquish the Defendants’ Released Persons from any and all of the Released Plaintiffs’ Claims.

On the Effective Date, all Class Members and anyone claiming through or on behalf of any of them, will be forever barred and enjoined from commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, administrative forum, or other forum of any kind, asserting the Released Plaintiffs’ Claims against any of the Defendants’ Released Persons.

III. PROPOSED PLAN OF ALLOCATION

The $8,500,000 settlement amount and any interest earned thereon shall be the Gross Settlement Fund. The Gross Settlement Fund less taxes, approved costs, fees and expenses (the “Net Settlement Fund”) shall be distributed to members of the Class who submit valid Proofs of Claim (“Authorized Claimants”).

The Claims Administrator shall determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Loss.” The Recognized Loss formula is not intended to be an estimate of the amount of what a Class Member lost or might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement. The Recognized Loss formula is simply the basis upon which the Net Settlement Fund will be proportionately allocated to Authorized Claimants.

The Plan of Allocation has taken into consideration the Limitation on Damages provision of the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 78u-4(e), as well as the principles of economic loss articulated by the Supreme Court in Dura Pharmaceuticals, Inc. v. Broudo,544 U.S. 336 (2005). For purposes of this Settlement, the Recognized Loss shall be calculated as follows:

1. No claim will be recognized for Pain Therapeutics common stock purchased prior to December 27, 2010.

2. For Pain Therapeutics common stock purchased between December 27, 2010 and May 2, 2011,


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a. if sold on or before May 2, 2011, the recognized loss is $0.00 per share;

b. if sold between May 3, 2011 and May 11, 2011, the recognized loss is $0.62 per share;

c. if sold between May 12, 2011 and June 23, 2011, the recognized loss is $0.16 per share;

d. if sold between June 24, 2011 and June 26, 2011, the recognized loss is $4.04 per share;

e. if sold between June 27, 2011 and September 23, 2011, the recognized loss is the

lesser of:

i. $5.45, or

ii. the purchase price minus the “90-Day Lookback Value” on the date of sale as provided in Table 1 below. If this calculation results in a negative number, then the Recognized Loss shall be $0;

f. if held through September 23, 2011, the recognized loss is the lesser of:

i. $5.45, or

ii. the purchase price minus the average closing price for Pain Therapeutics

Stock during the 90-Day Lookback Period, which is $4.62. If this calculation results in a negative number, then the Recognized Loss shall be $0.

3. For Pain Therapeutics common stock purchased between May 3, 2011 and May 11, 2011,

a. if sold on or before June 23, 2011, the recognized loss is $0.00 per share;

b. if sold between June 24, 2011 and June 26, 2011, the recognized loss is $3.42 per

share; c. if sold between June 27, 2011 and September 23, 2011, the recognized loss is the

lesser of:

i. $4.83, or


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d. if held through September 23, 2011, the recognized loss is the lesser of:

i. $4.83, or



4. For Pain Therapeutics common stock purchased between May 12, 2011 and June

23, 2011,


b. if sold between June 24, 2011 and June 26, 2011, the recognized loss is $4.88 per share;

c. if sold between June 27, 2011 and September 23, 2011, the recognized loss is the

lesser of:

i. $5.29, or


d. if held through September 23, 2011, the recognized loss is the lesser of:

i. $5.29, or



5. For Pain Therapeutics common stock purchased between June 24, 2011 and June

26, 2011,



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b. if sold between June 27, 2011 and September 23, 2011, the recognized loss is the lesser of:

i. $1.41, or


c. if held through September 23, 2011, the recognized loss is the lesser of:

i. $1.41, or



Table 1

Sale Date 90-Day Lookback Value

6/27/2011 $3.93

6/28/2011 $3.97

6/29/2011 $3.90

6/30/2011 $3.89

7/1/2011 $3.92

7/5/2011 $3.97

7/6/2011 $4.06

7/7/2011 $4.13

7/8/2011 $4.19

7/11/2011 $4.21

7/12/2011 $4.23

7/13/2011 $4.27

7/14/2011 $4.29

7/15/2011 $4.32

7/18/2011 $4.33

7/19/2011 $4.36

7/20/2011 $4.38

7/21/2011 $4.41


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Table 1


7/22/2011 $4.44

7/25/2011 $4.46

7/26/2011 $4.48

7/27/2011 $4.49

7/28/2011 $4.50

7/29/2011 $4.52

8/1/2011 $4.53

8/2/2011 $4.53

8/3/2011 $4.54

8/4/2011 $4.54

8/5/2011 $4.53

8/8/2011 $4.52

8/9/2011 $4.53

8/10/2011 $4.53

8/11/2011 $4.53

8/12/2011 $4.54

8/15/2011 $4.55

8/16/2011 $4.56

8/17/2011 $4.57

8/18/2011 $4.57

8/19/2011 $4.57

8/22/2011 $4.56

8/23/2011 $4.56

8/24/2011 $4.56

8/25/2011 $4.56

8/26/2011 $4.57

8/29/2011 $4.57

8/30/2011 $4.57

8/31/2011 $4.57

9/1/2011 $4.57

9/2/2011 $4.57

9/6/2011 $4.57


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Table 1


9/7/2011 $4.58

9/8/2011 $4.58

9/9/2011 $4.58

9/12/2011 $4.59

9/13/2011 $4.59

9/14/2011 $4.60

9/15/2011 $4.60

9/16/2011 $4.61

9/19/2011 $4.62

9/20/2011 $4.62

9/21/2011 $4.62

9/22/2011 $4.62

9/23/2011 $4.62

General Provisions:

1. There shall be no Recognized Loss attributed to any Pain Therapeutics securities other than common stock.

2. The date of a purchase or sale of Pain Therapeutics common stock is the “trade” date, and not the “settlement” date.

3. The first-in, first-out basis (“FIFO”) will be applied to both purchases and sales.

4. The date of covering a “short sale” is deemed to be the date of purchase of Pain Therapeutics common stock; and the date of a “short sale” is deemed to be the date of sale of Pain Therapeutics common stock. Shares originally sold short will have a Recognized Loss of zero.

5. No cash payment will be made on a claim where the potential distribution amount is less than $10.00. Please be advised that if you did not incur a Recognized Loss as defined in the Plan of Allocation you will not receive a cash distribution from the Net Settlement Fund, but you will be bound by all determinations and judgments of the Court in connection with the Settlement, including being barred from asserting any of the Released Claims against the Released Parties.

6. The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class Member on equitable grounds.

7. No person shall have any claim against Plaintiffs’ Counsel, the Claims Administrator or other agent designated by Plaintiffs’ Counsel, or any Defendant or any Defendant’s counsel based on the distribution made substantially in accordance with the Stipulation and this Plan of Allocation, or further orders of the Court.


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8. Class members who do not submit valid Proofs of Claim will not share in the settlement proceeds. Class members who do not either submit a request for exclusion or submit a valid Proof of Claim will nevertheless be bound by the settlement and the Order and Final Judgment of the Court dismissing this Action.

IV. REQUESTING EXCLUSION FROM THE CLASS

IF YOU ARE A MEMBER OF THE CLASS, YOU MAY BE ELIGIBLE TO SHARE IN THE BENEFITS OF THIS SETTLEMENT AND WILL BE BOUND BY ITS TERMS

UNLESS YOU EXCLUDE YOURSELF FROM THE CLASS.

Each member of the Class shall be bound by all determinations and judgments of the Court in connection with the Settlement, whether favorable or unfavorable, unless such Class member shall mail, by first class mail, sufficient postage prepaid, a written request for exclusion from the Class, postmarked no later than [14 days prior to the final approval hearing] , 2016, addressed to the Claims Administrator at:

Pain Therapeutics, Inc. Securities Litigation EXCLUSIONS

c/o KCC Class Action Services 3301 Kerner Boulevard San Rafael, CA 94901

Such request for exclusion shall be in a form that sufficiently identifies (1) the name and

address of the person(s) or entity seeking exclusion, and (2) a list of all transaction(s) involving Pain Therapeutics common stock during the period December 27, 2010 through June 26, 2011, including the number of shares, net amount and trade date of each purchase and sale. A request for exclusion shall not be effective unless submitted within the time and in the form and manner provided for herein. You cannot exclude yourself by telephone, email or fax.

If a person or entity who is a member of the Class duly requests to be excluded from the Class, such person or entity will not be bound by any orders or judgments entered in respect of the Settlement and shall not be entitled to receive any benefits provided by the Settlement in the event it is finally approved by the Court.

If a judgment approving the Settlement provided for in the Stipulation is finally entered, all members of the Class who have not requested exclusion shall conclusively be deemed to have released and shall thereafter be barred from asserting any of the Released Claims against the Released Parties.

V. STATEMENT OF ATTORNEYS’ FEES AND COSTS SOUGHT

If the proposed Settlement is approved, Class Counsel intends to apply to the Court for an award of attorneys’ fees and reimbursement of expenses from the Settlement Fund. Class Counsel will seek no more than 33 percent of the Settlement Fund as fees, plus an additional amount not to exceed $950,000 as reimbursement for the expenses and costs actually incurred, in prosecuting the action. Class Counsel believes its intended fee request to be fair and reasonable. Class Counsel has litigated this case on a wholly contingent basis and has received no compensation during the period the case has been pending. Class Counsel expended considerable


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time and expense during the Action. Had the case not been successful, Class Counsel would have sustained a considerable financial loss.

In addition, Class Counsel intends to apply to the Court on behalf of the Court appointed Lead Plaintiff for reimbursement of their reasonable time, costs and expenses, directly relating to his representation of the Class. Class Counsel will seek no more than $25,000 for the Lead Plaintiff/Class Representative.

VI. THE RIGHT TO BE HEARD AT THE FINAL SETTLEMENT HEARING

The Final Settlement Hearing shall be held before the Honorable Sam Sparks on ____________, 2016, at ______ .m., in Courtroom 2 of the United States District Court for the Western District of Texas, Austin Division, 501 West Fifth Street, Austin, TX 78701, to determine, among other things, whether: (1) the settlement of the Class’s claims against Pain Therapeutics for $8,500,000, should be approved as fair, reasonable and adequate; (2) the proposed Plan of Allocation is fair and reasonable, and adequate, and should be approved; (3) the application of Class Counsel for an award of attorneys’ fees and expenses should be approved; (4) the Lead Plaintiff/Class Representative should be granted a compensatory award; and (5) the Action should be dismissed with prejudice as set forth in the Stipulation filed with the Court.

The Final Settlement Hearing may be adjourned or continued from time to time by the Court without further notice to the Class other than an announcement at such Final Settlement Hearing or at any adjournment or continuance thereof.

Any member of the Class who does not timely and validly request exclusion from the Class and who objects to the Settlement, the adequacy of the representation provided by Lead Plaintiff and Class Counsel, the proposed Plan of Allocation of the Net Settlement Fund, the Final Order and Judgment contemplated by the Stipulation, the application for attorneys’ fees and reimbursement of expenses, and/or the application for the reimbursement of the reasonable costs and expenses of the Lead Plaintiff, or who otherwise wishes to be heard with respect to any of the foregoing, may appear in person or by attorney at the Final Settlement Hearing, at their own expense, and present any evidence or argument that may be proper and relevant.

Please note, that with regards to the Settlement, you can ask the Court to deny approval of the Settlement by filing an objection. You can’t ask the Court to order a larger settlement; the Court can only approve or deny the Settlement. If the Court denies approval, no settlement payments will be sent out and the lawsuit will continue. If that is what you want to happen, you must object.

You may object to the proposed settlement or the other matters referred to above in writing. You may also appear at the Final Settlement Hearing, either in person or through your own attorney. If you appear through your own attorney, you are responsible for paying that attorney. All written objections and supporting papers must (a) clearly identify the case name and number (KB Partners I, L.P. v. Pain Therapeutics, Inc., Case No. 11-CV-1034-SS,) (b) be submitted to the Court either by mailing them to the Clerk of Court, United States District Court for the Western District of Texas, Austin Division, 501 West Fifth Street, Austin, TX 78701, or by filing them in person at any location of the United States District Court for the Western District of Texas, (c) be filed or postmarked on or before _______________[14 days prior to Final Approval Hearing]; (d) provide: (i) a notice of the person’s intention to appear, including the name and address of the person or entity seeking to appear, (ii) a statement of such person’s


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objections to any matter before the Court, (iii) the grounds for such objections or the reason for such person’s request to appear and to be heard, and (iv) a list of all transaction(s) involving Pain Therapeutics common stock during the period December 27, 2010 through June 26, 2011, including the number of shares, principal amount and trade date of each purchase and sale, as well as all other documents and writings which such person desires the Court to consider. Such objection shall also be delivered by hand, overnight mail or by certified mail, return-receipt requested, sufficient postage prepaid, upon each of the following counsel of record:

Tamar Weinrib Joshua I. Schiller POMERANTZ LLP BOIES, SCHILLER & FLEXNER LLP 600 Third Avenue 575 Lexington Ave New York, New York 10016 New York, New York 10022 Class Counsel Defendants’ Counsel Any person or entity who fails to object in the manner prescribed in the paragraph

immediately above shall be deemed to have waived any objections that person may have and shall be barred from raising such objections in this or any other action or proceeding.

Objections directed solely to the proposed Plan of Allocation, attorneys’ fees and expenses, or awards to the Lead Plaintiff will not affect the finality of either the Settlement or the Judgment to be entered thereto, if the Settlement is approved by the Court.

All members of the Class who do not request exclusion therefrom, in the manner provided herein, will be represented by Class Counsel in connection with the Settlement, but may, if they so desire, also enter an appearance through counsel of their own choice and at their own expense.

VII. PROOF OF CLAIM AND RELEASE FORM

To be eligible to receive a cash distribution from the Settlement Fund, you must timely complete, sign and file a Proof of Claim and Release Form (“Proof of Claim”). A Proof of Claim is annexed to this Notice. You may receive more than one copy of this Notice and the Proof of Claim, but you should submit only one Proof of Claim per legal entity for which you purchased Pain Therapeutics common stock during the Class Period.

The Proof of Claim (1) must be completed in accordance with the Instructions on the Proof of Claim, (2) must enclose all documentation required by the Instructions, and (3) must be filed with the Claims Administrator postmarked on or before [120 days after the Order is entered preliminarily approving the settlement]__, 2016 at the following address:

Pain Therapeutics, Inc. Securities Litigation c/o KCC Class Action Services

PO Box 43372 Providence, RI 02940-3372

Members of the Class who do not exclude themselves from the Class and who fail to submit a valid and timely Proof of Claim will nevertheless be bound by the Settlement if finally approved, and all orders and judgments entered by the Court in connection therewith.

By Order of the Court, the Proof of Claim provides for and requires a Release of all Released Claims as defined in Section 7, Subsection 7.1, of the Stipulation of Settlement, by all members


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of the Class who file Proofs of Claim. The Release will become effective on the Effective Date of the Settlement.

Each person or entity submitting a Proof of Claim thereby submits to the jurisdiction of the Court for purposes of the Litigation, the Settlement and any proceedings relating to such Proof of Claim, and agrees that such a filed Proof of Claim will be subject to review and further inquiry as to such person’s or entity’s status as a member of the Class and the allowable amount of the claim.

The Claims Administrator will acknowledge the receipt of your Proof of Claim by postcard within 60 days of receipt. If you do not receive such acknowledgment within 60 days, please contact the Claims Administrator. Your claim is not deemed filed unless a postcard is received.

VIII. SPECIAL NOTICE TO BROKERS AND OTHER NOMINEES

Brokerage firms, banks, financial institutions and other nominees (“Nominees”) who, during the Class Period, purchased or sold Pain Therapeutics common stock, CUSIP # 69562K100, in the name of the Nominees on behalf of beneficial owners of such securities who may be members of the Class, are requested to provide the Claims Administrator with the name and last known address of each such person or entity for whom the Nominee executed such transactions, preferably in an MS Excel data table setting forth: (1) title/registration, (2) street address, (3) city/state/zip. The Claims Administrator will then cause the Notice and the Proof of Claim to be mailed promptly to said beneficial owners. Alternatively, Nominees may request additional copies of this Notice and the Proof of Claim from the Claims Administrator, in which case the Nominees are required to promptly mail the Notice and the Proof of Claim directly to the persons for whom the transactions were made and provide the Claims Administrator with written confirmation of having done so. For either alternative, contact the Claims Administrator by phone at 866-348-7651 or by email: [email protected].

After receipt of a timely request for reimbursement and supporting documentation, the Claims Administrator will reimburse the Nominee for all costs reasonably incurred in gathering and forwarding the names and addresses of beneficial owners to the Claims Administrator, or forwarding the Notice and the Proof of Claim to beneficial owners, as the case may be.

IX. FURTHER INFORMATION

This Notice merely provides a brief summary of the litigation and the proposed Settlement and is qualified by and subject in all respects to the full terms and conditions in the Stipulation. For a more detailed statement of the matters involved in the litigation, you should refer to the pleadings, the Stipulation, and the orders entered by the Court and to the other papers filed in the litigation. For the precise terms and conditions of the Settlement, please see the Stipulation of Settlement available at www.paintherapeuticslitigation.com, by contacting class counsel at Pomerantz LLP 600 Third Avenue, New York, New York 10016, by accessing the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the Western District of Texas, Austin Division, 501 West Fifth Street, Austin, TX 78701, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.


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If you have any questions regarding the information contained in this Notice, you may contact Plaintiffs’ Counsel in writing at the addresses specified on page 2 of this Notice.

You may also visit the settlement website at www.paintherapeuticslitigation.com to find the Stipulation and/or download copies of the Notice and Proof of Claim. In addition, you may request additional copies of the Notice and Proof of Claim by contacting the Claims Administrator at:


PO Box 43372, Providence, RI 02940-3372

[email protected] 1 866-348-7651

www.paintherapeuticslitigation.com

PLEASE DO NOT TELEPHONE THE COURT THE COURT CLERK’S OFFICE, DEFENDANTS OR DEFENDANTS’ COUNSEL TO INQUIRE ABOUT THIS

SETTLEMENT OR THE CLAIM PROCESS Dated: ___________, 2016 UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF TEXAS


IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS

AUSTIN DIVISION

TO: ALL PURCHASERS OF THE COMMON STOCK OF PAIN THERAPEUTICS, INC., DURING THE PERIOD FROM DECEMBER 27, 2010 AND JUNE 26, 2011, BOTH DATES INCLUSIVE (THE “CLASS PERIOD”).

Excluded from the Class are defendants, officers and directors of Pain Therapeutics, Inc., members of their immediate families, heirs, successors or assigns, and any entity in which defendants have or had a controlling interest.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of

Civil Procedure and an Order of the United States District Court for the Western District of Texas, Austin Division, that a hearing will be held on ____________, 2016, at ______ .m., before Honorable Sam Sparks, United States District Judge, at the courthouse for the United States District Court for the Western District of Texas, Austin Division, 501 West Fifth Street, Austin, TX 78701, for the purpose of determining, among other things,: (1) whether the proposed Settlement of the Class’s claims against the Settling Defendants for $8.5 million should be approved as fair, reasonable and adequate; (2) whether the Plan of Allocation is fair and reasonable, and should be approved; (3) whether the application by Class Counsel for an award of attorneys’ fees and expenses should be approved; (4) whether the Lead Plaintiff/Class Representative’s application for reimbursement of costs and expenses should be granted; and (5) whether the Action should be dismissed


Plaintiff, v.

PAIN THERAPEUTICS, INC., REMI BARBIER, NADAV FRIEDMANN, and PETER RODDY

Defendants.

Case No. A-11-CV-1034-SS SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION


with prejudice against the Settling Defendants as set forth in the Settlement Stipulation filed with the Court.

If you purchased or otherwise acquired Pain Therapeutics common stock between

December 27, 2010 and June 26, 2011, both dates inclusive, your rights may be affected by this Action and the Settlement thereof. If you have not received the detailed Notice of Proposed Settlement of Class Action, Motion for Attorneys’ Fees and Expenses, and Final Approval Hearing (the “Notice”) and Proof of Claim and Release Form, you may obtain them free of charge by contacting the Claims Administrator, by mail at: Pain Therapeutics Inc. Securities Litigation, c/o KCC Class Action Services, P.O. Box 43372, Providence, RI 02940-3372, by email at [email protected]; by telephone at 1 866-348-7651; or by visiting the website at www.paintherapeuticslitigation.com.

If you are a member of the Class and wish to share in the Settlement money, you

must submit a Proof of Claim no later than _______ establishing that you are entitled to recovery. As further described in the Notice, you will be bound by any judgment entered in the Action, regardless of whether you submit a Proof of Claim, unless you exclude yourself from the Class, in accordance with the procedures set forth in the Notice, by no later than ______. Any objections to the Settlement, Plan of Allocation or attorney’s fees and expenses must be filed and served, in accordance with the procedures set forth in the Notice, no later than _________.

Inquiries, other than requests for the Notice, may be made to Class Counsel:

Tamar Weinrib, Esq., Pomerantz LLP, 600 Third Avenue, New York, NY 10016, [email protected].

INQUIRIES SHOULD NOT BE DIRECTED TO THE COURT, THE CLERK’S OFFICE, THE DEFENDANTS, OR DEFENDANTS’ COUNSEL

DATED: ______________, 2016

BY ORDER OF THE UNITED STATES DISTRICT COURT FOR WETERN DISTRICT OF TEXAS


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PROOF OF CLAIM AND RELEASE FORM

A. GENERAL INSTRUCTIONS & INFORMATION

1. You are urged to read carefully the accompanying Notice Of Proposed Settlement Of Class Action, Motion For Attorneys’ Fees And Expenses, And Final Approval Hearing (the “Notice”). All capitalized terms used herein shall have the same meaning as defined in the Notice.

2. To file a claim and recover under the Settlement of this Litigation, you must submit this Proof of Claim Form and Release (the “Proof of Claim”). However, such filing is not a guarantee that you will share in the proceeds of the Settlement in the Litigation.

3. You must mail your completed and signed Proof Of Claim postmarked on or before ______, 2016, addressed to the Claims Administrator at:

Pain Therapeutics, Inc. Securities Litigation

c/o KCC Class Action Services PO Box 43372

Providence, RI 02940-3372

4. If you are a Class Member and you do not timely request exclusion, you will be bound by the terms of any judgment entered in the Litigation.

5. If you are not a Class Member, do not submit a Proof of Claim.

6. If you need assistance filling out this Proof of Claim, please contact the Claims

Administrator.

B. INSTRUCTIONS FOR FILLING OUT THE PROOF OF CLAIM FORM

Important additional information regarding the Settlement and this Proof of Claim is contained in the accompanying Notice. Please refer to the Plan of Allocation set forth in the accompanying Notice for a detailed explanation of how a Claimant’s Recognized Loss will be calculated.

1. In order to be eligible to participate in the distribution of the Settlement Fund, a claimant (“Claimant”) must have purchased or otherwise acquired Pain Therapeutics common stock during the period between December 27, 2010 and June 26, 2011, both dates inclusive (the “Class Period”).

2. The submission of a Proof of Claim does not ensure that your claim will be upheld or that you will share in any recovery. All claims are subject to verification and investigation. You may be requested to provide further information.

3. All claims must be made by persons or entities who were beneficial owners (as opposed to record holders or nominees) of shares of Pain Therapeutics common stock. (Brokerage firms, banks and other nominees are requested to transmit copies of the Notice and Proof of Claim to their present or former customers who were such beneficial owners. See Notice, p. 14). If shares of Pain Therapeutics common stock were owned jointly, all joint owners must complete and sign the Proof of Claim.

4. Executors, administrators, guardians, conservators and trustees may complete and sign the Proof of Claim on behalf of persons or entities represented by them, but they must identify such persons or entities and provide proof of their authority (e.g., powers of attorney or currently effective letters


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testamentary or letters of administration) to do so.

5. You must file a separate Proof of Claim for each differently named account or ownership, such as an individual account, an IRA account, a joint account, a custodial account, etc. Joint tenants, co-owners or custodians UGMA should file a single claim. Claimants who file one or more claims (e.g., one in Claimant’s name and one for an IRA or joint ownership) must identify the other claims filed.

6. There will be no Recognized Loss attributed to any Pain Therapeutics securities other than

common stock

7. The date of purchase and/or sale of shares of Pain Therapeutics common stock is the “trade” date and not the “settlement” date.

8. The first-in, first-out basis (“FIFO”) will be applied to both purchases and sales.

9. Exercise of option contracts will be considered to be purchases or sales of common stock.

10. The date of covering a “short sale” is deemed to be the date of purchase of Pain Therapeutics common stock; and the date of a “short sale” is deemed to be the date of sale of Pain Therapeutics common stock. Shares originally sold short will have a Recognized Loss of zero.

11. No cash payment will be made on a claim where the potential distribution is less than $10.00.

12. You must attach to your claim form copies of brokerage confirmations, monthly statements or other documentation of your transactions in Pain Therapeutics common stock in order for your claim to be valid. If such documents are not available, a complete list of acceptable supporting documentation can be found on the Claims Administrator’s website: www.paintherapeuticslitigation.com. Failure to provide this documentation could delay verification of your claim or could result in rejection of your claim.

13. If you have any questions or need additional Proofs of Claim, contact the Claims Administrator via the information set forth in the preceding paragraph. You may make photocopies of this form.


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Pain Therapeutics Inc. Securities Litigation

PROOF OF CLAIM

Must be received by the Claims Administrator postmarked no later than _______, 2016

C. CLAIMANT IDENTIFICATION

Please Type or Print

____________________________________________________________________________________Beneficial Owner’s Name (as it appears on your brokerage statement)

_____________________________________________________________________________________Joint Beneficial Owner’s Name (as it appears on your brokerage statement)

____________________________________________________________________________________Street Address

_________________________________________ __________________ ___________________ City State Zip Code

_________________________________________ _________________________________________ Foreign Province Foreign Country

_________________________________________or______________________________________Social Security Number (last 4 digits) or Taxpayer Identification Number (last 4 digits)

__________ __________________________ (Day) ___________ ______________________ (Evening) Area Code Telephone Number Area Code Telephone Number

_________________________________________ ___________________________________________ Facsimile Number E-Mail Address

____________________________________________________________________________________Record Owner’s Name and Address (if different from beneficial owner listed above)

D. SCHEDULE OF TRANSACTIONS IN PAIN THERAPEUTICS COMMON STOCK

1. State the total number of shares of Pain Therapeutics common stock owned at the close of trading on December 27, 2010 (if none, enter “0”; if other than zero, must be documented): ___________


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2. Separately list each and every purchase of Pain Therapeutics common stock during the period December 27, 2010 through June 26, 2011.

Trade Date

(list chronologically) Month/Day/Year

Number of Shares Purchased

Net Amount (excluding commissions,

taxes and other fees)

3. State the total number of shares of Pain Therapeutics common stock purchased during the period June 27, 2011 through September 23, 2011, inclusive (if none, enter “0”): ___________________

4. Separately list each and every sale of Pain Therapeutics common stock during the period December 27, 2010 through September 23, 2011 and provide the following information (must be documented):

Trade Date (list chronologically)

Month/Day/Year Number of Shares Sold

Net Amount (excluding commissions,

taxes and other fees)

5. State the total number of shares of Pain Therapeuticscommon stock owned at the close of trading on September 23, 2011 (if none, enter “0”; if other than zero, must be documented): ___________

If you need additional space, attach the required information on separate, numbered sheets in the same format as above and print your name and Social Security or Taxpayer Identification number at the top of each additional sheet.

YOU MUST ALSO READ THE RELEASE AND SIGN THE CERTIFICATION BELOW


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E. SUBMISSION TO JURISDICTION OF THE COURT

By submitting this Proof of Claim Form and Release, I/we, and every Class member I/we represent, submit to the jurisdiction of the United States District Court for the Western District of Texas for purposes of this Action and the Settlement of the Action against the Defendants, as reflected in the Stipulation of Settlement (the “Settlement”). I/We further agree to be bound by the orders of the Court, agree that this Proof of Claim Form, my/our status or the status of the Class member I/we represent as a Claimant and the allowable amount of this claim will be subject to review and further inquiry, and that I/we will furnish such additional documentation with respect to this Proof of Claim as may be required.

F. RELEASE a. As of the Effective Date and in consideration of this Settlement Agreement and the

benefits extended to the Class, Defendants, and each of their present, future, former, direct and indirect, subsidiaries, parents, affiliates, unincorporated entities, divisions, groups, officers, directors, shareholders, partners, partnerships, joint ventures, employees, agents, servants, assignees, successors, insurers, indemnitees, attorneys, transferees, and/or representatives (collectively, the “Released Parties”) shall be released and forever discharged by the Class Representatives, for themselves and as the representatives of each Settlement Class Member; each Settlement Class Member on behalf of himself or herself; and their respective present, future and former, direct and indirect, subsidiaries, parents, affiliates, unincorporated entities, divisions, groups, officers, directors, shareholders, partners, partnerships, joint ventures, employees, agents, servants, assignees, successors, insurers, indemnitees, attorneys, transferees, and/or representatives (collectively, the “Releasing Parties”) from all claims, demands, rights, liabilities, suits, or causes of action, known or unknown, as of the Effective Date that (1) were or could have been asserted in the complaints filed in this Action, or (2) are based upon, arise out of, or reasonably relate to: (i) the purchase or sale or offer of sale during the Class Period of any PTI common stock trading on the NASDAQ Stock Market under the ticker symbol “PTIE”; (ii) any allegations that any statements made by Defendants during the Class Period were false, misleading, contained material omissions, or were otherwise fraudulent or inaccurate; and (iii) any of the facts, schemes, transactions, events, matters, occurrences, acts, disclosures, statements, misrepresentations, omissions, or failures to act that have been or could have been alleged or asserted in the Action (collectively, the “Released Claims”); provided, however, that the Released Claims do not include claims arising out of federal, state, or local government statues, rules, regulations or ordinances over which a federal, state, or local government agency or similar authority retains sole jurisdiction and for which there is no private right of action accruing to the Settlement Class Members, either collectively or individually.

b. The Released Claims include any unknown claims that reasonably could have arisen out of the same facts alleged in the Action that the Settlement Class Members do not know or suspect to exist in their favor at the time of the release, which, if known by them, might have affected their settlement with, and release of, the Released Parties or might have affected their decision not to object to this Settlement. With respect to the Released Claims only, the Settlement Class Members stipulate and agree that, upon the Effective Date, the Settlement Class Members shall be deemed to have, and by operation of the Final Judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, or any other similar provision under federal or state law, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF


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EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

c. The Settlement Class Members may hereafter discover facts in addition to or different from those they now know or believe to be true with respect to the subject matter of the Released Claims, but upon the Effective Date, shall be deemed to have, and by operation of the Final Judgment shall have, fully, finally, and forever settled and released any and all of the Released Claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, for damages, injunctive relief, rescission, disgorgement, or restitution or any other right, remedy, or relief of every nature and description whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule, or regulation, including the law of any jurisdiction outside the United States, that were brought or could have been brought in the complaints in this Action without regard to the subsequent discovery or existence of such different or additional facts.

G. REPRESENTATIONS

I/We acknowledge that I/we have read the Notice of Proposed Settlement of Class, and that pursuant thereto I/we file this claim to participate in the Settlement.

I/We hereby warrant and represent that neither I/we, nor any person I/we represent, is a Defendant (as defined in the Notice) with respect to any of the claims asserted in the Litigation, a member of the immediate family of any of the Individual Defendants, or a person or entity who has requested exclusion from the Class.

I/We hereby warrant and represent that I am/we are authorized to execute and deliver this Proof of Claim Form and Release.

H. CERTIFICATION

I/We certify that I am/we are not subject to backup withholding. (If you have been notified by the IRS that you are subject to backup withholding, strike out the previous sentence.)

I/We declare and affirm under penalties of perjury that the foregoing information and the documents attached hereto, including the Social Security or Taxpayer Identification Number shown on this Proof of Claim, are true, correct and complete to the best of my/our knowledge, information and belief, and that this Proof of Claim was executed this ..._..._..._..._ day of ..._..._..._..._..._..._..._..._..._..._..._..._..._, 2016 in

(City) (State/Country)

..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._... Signature of Claimant

..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._... (Print your name here)

..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._...Signature of Joint Claimant, if any


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..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._...(Print your name here)

..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._...Signature of person signing on behalf of Claimant

..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._...(Print your name here)

..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._..._... Capacity of person signing on behalf of Claimant, if other than an individual, (e.g., Executor, President, Custodian, etc.)


ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Remember to sign the above Release and Certification.

2. Remember to attach only copies of acceptable supporting documentation, a complete list of which can be found on the Claims Administrator’s website.

3. Do not send originals of securities certificates.

4. Keep copies of the completed claim form and documentation for your own records.

5. The Settlement Administrator will acknowledge the receipt of your Proof of Claim postcard within 60 days of receipt. If you do not receive such acknowledgement within 60 days, please contact the Settlement Administrator. Your claim is not deemed filed unless a postcard is received.

6. If your address changes in the future, or if these documents were sent to an old or incorrect address, please send us written notification of your new address.

7. If you have any questions or concerns regarding your claim, please contact the Claims

Administrator at:


PO Box 43372, Providence, RI 02940-3372 [email protected]

1 866-348-7651

IMPORTANT LEGAL INFORMATION


v. - KCC Class Actionclassaction.kccllc.net/Documents/PUT0001/PUT Stipulation.pdf · 2011, both...

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Transcript of v. - KCC Class Actionclassaction.kccllc.net/Documents/PUT0001/PUT Stipulation.pdf · 2011, both...