`
`C.A. No. 2023-1060-NAC
`
`D1 JASPER HOLDINGS LP, D1 SPV
`JL MASTER LP, JAY BLOCKER
`LTD., JAY DOMESTIC LLC, GCCU
`II LLC, TOCU XX LLC, OC II FIE
`VIII LP, JL SPV HOLDINGS, LLC,
`EMS J-INV LLC, DISRUPTIVE
`TECHNOLOGY SOLUTIONS XIV,
`LLC, DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES A,
`DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES B,
`and DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES C,
`Plaintiffs,
`
`v.
`JUUL LABS, INC. and JL TAO LLC,
`Defendants.
`
`STIPULATION AND [PROPOSED] ORDER REGARDING
`RESOLUTION OF PLAINTIFFS’ MOTION TO COMPEL,
`OR IN THE ALTERNATIVE, TO STRIKE
`
`WHEREAS, on March 13 and March 14, 2024, a two-day trial took place in
`
`this Action;1
`
`WHEREAS, an Independent Director of JLI, David Barse, testified at trial;
`
`WHEREAS, on March 22, 2024, Plaintiffs filed a Motion to Compel, or in the
`
`1
`
`Unless otherwise defined herein, capitalized terms have the meanings set forth in
`the Pre-Trial Stipulation and Order (D.I. 234). The trial transcript is cited as “[Last
`Name] Tr. __.”
`
`EFiled: May 06 2024 05:25PM EDT
`Transaction ID 72903612
`Case No. 2023-1060-NAC
`
`
`
`Alternative, to Strike (“Motion”) (D.I. 261);
`
`WHEREAS, briefing on Plaintiffs’ Motion was completed on April 19, 2024
`
`(D.I. 270, 271, 274); and
`
`WHEREAS, the parties have conferred regarding a potential resolution of
`
`Plaintiffs’ Motion that would avoid burdening the Court;
`
`IT IS HEREBY STIPULATED AND AGREED, by and between the Parties,
`
`subject to the approval of the Court, as follows:
`
`1.
`
`The following designated trial testimony of Barse will be stricken from
`
`the record of this Action: Barse Tr. 367:8-24, 372:7-375:24, 378:4-16, and 381:8-
`
`15.
`
`2.
`
`The Parties will not make any arguments concerning, or rely on, any of
`
`the following:
`
`(i)
`
`The Independent Committee’s interpretation of the contractual
`
`requirements for a Qualified Financing;
`
`(ii)
`
`The Independent Committee’s application of any contractual
`
`requirements for a Qualified Financing to the facts in this Action;
`
`and
`
`(iii) The Independent Committee’s consideration of whether the
`
`Transaction constituted a Qualified Financing or any determination
`
`2
`
`
`
`by the Independent Committee that the Transaction constituted a
`
`Qualified Financing.
`
`3.
`
`For the avoidance of doubt, the Parties’ agreement set forth in this
`
`Stipulation is without prejudice to Defendants’ ability to assert that the Independent
`
`Committee approved the Transaction with a view to the benefits of a Qualified
`
`Financing; however, Defendants will not argue that the Court should conclude that
`
`the Transaction is a Qualified Financing because of that fact.
`
`4.
`
`Nothing in this Stipulation precludes the Parties from (i) making
`
`arguments or introducing evidence concerning the Independent Committee’s
`
`negotiation and approval of the Transaction, or (ii) citing, referring to, or relying on
`
`the Guggenheim JUUL Discussion Materials Slide Deck, dated October 10, 2023
`
`(JX-1087).
`
`5.
`
`Plaintiffs’ Motion is hereby deemed withdrawn.
`
`3
`
`
`
`PAUL, WEISS, RIFKIND,
` WHARTON & GARRISON LLP
`
`OF COUNSEL:
`
`By:
`
`Martin Flumenbaum
`Jeffrey J. Recher
`Nina Kovalenko
`PAUL, WEISS, RIFKIND,
` WHARTON & GARRISON LLP
`1285 Avenue of the Americas
`New York, NY 10019-6064
`(212) 373-3000
`
`OF COUNSEL:
`
`Roger A. Cooper
`Lina Bensman
`CLEARY GOTTLIEB STEEN
`& HAMILTON LLP
`One Liberty Plaza
`New York, New York 10006
`(212) 225-2000
`
`/s/ Daniel A. Mason
`Daniel A. Mason (#5206)
`Sabrina M. Hendershot (#6286)
`Elizabeth Wang (#6620)
`1313 North Market Street, Suite 806
`Post Office Box 32
`Wilmington, DE 19899-0032
`(302) 655-4410
`
`Attorneys for Plaintiffs D1 Jasper Holdings
`LP, D1 SPV JL Master LP, Jay Blocker Ltd.,
`Jay Domestic LLC, GCCU II LLC, TOCU
`XX LLC, OC II FIE VIII LP, JL SPV
`Holdings, LLC, EMS J-INV LLC, Disruptive
`Technology Solutions XIV, LLC, Disruptive
`Technology Solutions XVI, LLC–Series A,
`Disruptive Technology Solutions XVI, LLC–
`Series B, and Disruptive Technology
`Solutions XVI, LLC–Series C
`
`MORRIS, NICHOLS, ARSHT
` & TUNNELL LLP
`
`By:
`
`/s/ David J. Teklits
`William M. Lafferty (#2755)
`David J. Teklits (#2432)
`Alexandra M. Cumings (#6146)
`Grant E. Michl (#7088)
`Kirk C. Andersen (#7156)
`1201 North Market Street, 16th Floor
`Wilmington, DE 19801
`(302) 658-9200
`
`Attorneys for Defendant JUUL Labs, Inc.
`
`4
`
`
`
`OF COUNSEL:
`
`Robert A. Weikert
`Andrew H. Winetroub
`NIXON PEABODY LLP
`One Embarcadero Center, 32nd Floor
`San Francisco, California 94111
`(415) 984-8200
`
`Dated: May 6, 2024
`
`RICHARDS, LAYTON & FINGER, P.A.
`
`By:
`
`/s/ Richard P. Rollo
`Richard P. Rollo (#3994)
`Susan Hannigan Cohen (#5342)
`Travis S. Hunter (#5350)
`John M. O’Toole (#6448)
`One Rodney Square
`920 North King Street
`Wilmington, Delaware 19801
`(302) 651-7700
`
`Attorneys for Defendant JL Tao LLC
`
`SO ORDERED, this
`
`day of
`
`, 2024.
`
`Vice Chancellor Nathan A. Cook
`
`5
`
`
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