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`C.A. No. 2024-0103-JTL
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`STARBOARD VALUE LP,
`STARBOARD VALUE AND
`OPPORTUNITY MASTER FUND LTD,
`STARBOARD VALUE AND
`OPPORTUNITY S LLC, STARBOARD
`VALUE AND OPPORTUNITY C LP,
`STARBOARD VALUE R LP,
`STARBOARD VALUE AND
`OPPORTUNITY MASTER FUND L LP,
`STARBOARD VALUE L LP,
`STARBOARD VALUE GP LLC,
`STARBOARD X MASTER FUND LTD,
`STARBOARD PRINCIPAL CO LP,
`STARBOARD VALUE R GP LLC, and
`STARBOARD PRINCIPAL CO GP LLC,
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`Plaintiffs,
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`v.
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`LIVEPERSON, INC., ROBERT
`LOCASCIO, and JOHN COLLINS,
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`Defendants.
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`STIPULATION AND ORDER GRANTING
`PLAINTIFFS LEAVE TO FILE AMENDED COMPLAINT
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`WHEREAS, on February 7, 2024, Plaintiffs filed a Verified Complaint for
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`Breach of Fiduciary Duty (the “Complaint”) against Defendants LivePerson, Inc.,
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`Robert LoCascio, and John Collins (collectively, “Defendants’);
`
`EFiled: May 01 2025 05:10PM EDT
`Transaction ID 76193280
`Case No. 2024-0103-JTL
`
`
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`WHEREAS, Defendants answered the Complaint on April 5, 2024 and the
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`parties have subsequently been engaged in discovery;
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`WHEREAS, Plaintiffs wish to amend the Complaint to conform to the
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`evidence obtained in discovery as they interpret it (which interpretation Defendants
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`do not necessarily agree with);1 and
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`WHEREAS, Plaintiffs and Defendant have met and conferred regarding the
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`amendment;
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`IT IS HEREBY STIPULATED AND AGREED, by the Parties hereto,
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`through their undersigned counsel, and subject to the approval of the Court, that:
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`1.
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`Pursuant to Court of Chancery Rule 15(a)(2), Defendants consent to
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`Plaintiffs’ filing of an amended complaint in form attached hereto as Exhibit A (the
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`“Amended Complaint”) upon approval of this Stipulation; and
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`2.
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`Plaintiffs shall file their Amended Complaint on the docket within five
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`(5) days of the entry of this Order in accordance with Court of Chancery Rule
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`15(a)(3).
`
`1 The proposed Amended Complaint is attached hereto as Exhibit A. A blackline
`comparison showing the changes from the original Complaint is attached hereto as Exhibit
`B.
`
`2
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`
`
`HEYMAN ENERIO
`GATTUSO & HIRZEL LLP
`
`MORRIS, NICHOLS,
`ARSHT & TUNNEL LLP
`
`/s/ Elizabeth A. DeFelice .
`Samuel T. Hirzel, II (# 4415)
`Elizabeth A. DeFelice (# 5474)
`300 Delaware Avenue, Suite 200
`Wilmington, DE 19801
`(302) 472-7300
`shirzel@hegh.law
`edefelice@hegh.law
`Attorneys for Plaintiffs
`
`Date: May 1, 2025
`
`/s/ Kirk C. Andersen .
`William M. Lafferty (# 2755)
`Kevin M. Coen (# 4775)
`Kirk C. Andersen (# 7156)
`1201 North Market Street
`Wilmington DE 19801
`(302) 658-9200
`wlafferty@morrisnichols.com
`kcoen@morrisnichols.com
`kandersen@morrisnichols.com
`Attorneys for Defendants
`
`IT IS SO ORDERED this __ day of May, 2025.
`
`The Honorable J. Travis Laster
`
`3
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`
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