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`HEARTHSTONE INVESTMENTS LTD.,
`
`Plaintiff,
`
`v.
`
`PHARMAJET, INC., JOHN BUCKLEY,
`HEATHER CALLENDER-POTTERS,
`GORDON CLANCY, MARK
`JACOBSON, WOUTER LATOUR,
`MARKUS PEDRIKS, PRAFUL SHAH,
`AL STEPHAN, AND ROBERT
`WARDROP,
`
`Defendants.
`
`C.A. No. 2025-0380-JTL
`
`
`
`
`
`STIPULATION AND [PROPOSED] ORDER REGARDING
`EXPEDITED SUMMARY JUDGMENT BRIEFING SCHEDULE
`
`WHEREAS, plaintiff Hearthstone Investments Ltd. (“Hearthstone” or
`
`“Plaintiff”) filed its Verified Complaint on April 8, 2025, accompanied by a Motion
`
`for Expedited Proceedings (the “Motion”);
`
`WHEREAS, Plaintiff disputes the manner in which defendant PharmaJet, Inc.
`
`(the “Company”) conducted a tag-along process pursuant to its Amended and
`
`Restated Shareholders Agreement, dated April 13, 2023 (the “SHA”); and
`
`WHEREAS, Defendants deny the allegations contained in the Motion but
`
`consent to expedited briefing on Plaintiff’s anticipated motion for summary
`
`judgment related to Counts I and II of the Verified Complaint (the “SJ Motion”);
`
`and
`
`GRANTED
`
`
`
`EFiled: Apr 17 2025 11:45AM EDT
`Transaction ID 76090178
`Case No. 2025-0380-JTL
`
`
`
`WHEREAS, the parties have conferred on and agreed to a briefing schedule
`
`for the SJ Motion,
`
`IT IS HEREBY STIPULATED AND AGREED by the parties hereto, through
`
`their undersigned counsel, subject to the approval of the Court, that:
`
`1.
`
`The Motion is GRANTED on consent, and briefing on the SJ Motion
`
`shall be expedited.
`
`2.
`
`Plaintiff will file its SJ Motion and an opening brief in support of its SJ
`
`Motion on or before April 30, 2025.
`
`3.
`
`Defendants will file their answering brief in opposition to the SJ Motion
`
`on or before May 27, 2025.
`
`4.
`
`Plaintiff will file its reply brief in further support of the SJ Motion on
`
`or before June 13, 2025.
`
`5.
`
`Argument on the SJ Motion shall be held on June 30, 2025, at 1:30 p.m.,
`
`in Wilmington, Delaware.
`
`6.
`
`Pending resolution of the SJ Motion:
`
`a. Discovery in the above-captioned action shall be stayed;
`
`b. All required actions relating to the purchase of shares from Ron Lowy
`
`by Hearthstone (the “Purchase Agreement”) and the related right of first
`
`refusal and tag-along right under the Purchase Agreement and the SHA
`
`shall be stayed; and
`
`2
`
`
`
`c. All related deadlines, including the 30-day deadlines set forth in Section
`
`2.2(e) and 2.2(f) of the SHA, shall be tolled.
`
`7.
`
`The parties may amend the dates set forth in paragraphs 2 and 3 by
`
`written agreement, without Court approval.
`
`3
`
`
`
`/s/ Blake Rohrbacher
`Blake Rohrbacher (#4750)
`Matthew W. Murphy (#5938)
`Elizabeth J. Freud (#6803)
`RICHARDS, LAYTON & FINGER,
`P.A.
`One Rodney Square
`920 North King Street
`Wilmington, Delaware 19801
`(302) 651-7700
`rohrbacher@rlf.com
`murphy@rlf.com
`freud@rlf.com
`
`Attorneys for Plaintiff Hearthstone
`Investments Ltd.
`
`/s/ Sean A. Meluney
`Sean A. Meluney (#5514)
`William M. Alleman, Jr. (#5449)
`Matthew D. Beebe (#5980)
`MELUNEY ALLEMAN & SPENCE,
`LLC
`1143 Savannah Rd., Suite 3-A
`Lewes, DE 19958
`(302) 551-6740
`sean.meluney@maslawde.com
`bill.alleman@maslawde.com
`matt.beebe@maslawde.com
`
`OF COUNSEL:
`
`Steven M. Lucks*
`S. Aaron Loterstein*
`Brendan Herrmann*
`FISHKIN LUCKS LLP
`233 Broadway, Suite 820
`New York, New York 10279
`(646) 755-9200
`slucks@fishkinlucks.com
`aloterstein@fishkinlucks.com
`bherrmann@fishkinlucks.com
`
`*pro hac vice motions to be filed
`
`Attorneys for Defendants
`
`IT IS SO ORDERED this ___ day of ____________, 2025
`
`____________________________
`
`Vice Chancellor J. Travis Laster
`
`4
`
`
`
`This document constitutes a ruling of the court and should be treated as such.
`Alternate Judge: Unassigned
`File & Serve
`
`Transaction ID: 76089537
`Current Date: Apr 17, 2025
`Case Number: 2025-0380-JTL
`Case Name: Hearthstone Investments Ltd. v. PharmaJet, Inc., et al.
`Court Authorizer:
`J Travis Laster
`
`
`/s/ Judge J Travis Laster
`
`
`
`
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