IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
RICHARD DELMAN, C.A. No. 2023-0293-LWW Plaintiff, v. BRYANT R. RILEY, DANIEL SHRIBMAN, KENNETH YOUNG, PATRICK J. BARTELS, JR., JAMES L. KEMPNER, TIMOTHY M. PRESUTTI, ROBERT SUSS, and B. RILEY PRINCIPAL SPONSOR CO. II, LLC, Defendants.
SUMMARY NOTICE OF PENDENCY AND PROPOSEDSETTLEMENT OF STOCKHOLDER CLASS ACTION,SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: All record and beneficial holders of Eos Energy Enterprises, Inc. (f/k/aRiley Principal Merger Corp. II (“BRII”)) (the “Company”) common stock who held such shares between 10:00 a.m. ET on November 10, 2020 and November 16, 2020 (the “Class Period”), but excluding the Excluded Persons (as defined in the Stipulation and the Notice) (the “Class”).1
PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOURRIGHTSWILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THISCOURT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court ofChancery of the State of Delaware (the “Court”), that the above-captionedstockholder class action (the “Action”) is pending in the Court.
YOU ARE ALSO NOTIFIED that (i) plaintiffRichard Delman (“Plaintiff”), individually and on behalf of the Class (as defined herein); (ii) defendants Bryant R. Riley, Daniel Shribman, Kenneth Young, Patrick J. Bartels, Jr., James L. Kempner, Timothy M. Presutti, Robert Suss (collectively, the “Individual Defendants”) and B. Riley Principal Sponsor Co. II (together with the Individual Defendants, the “Defendants”); and (iii) non-party Eos Energy Enterprises, Inc. f/k/a B. Riley Principal Merger Corp. II (“New Eos,” or the “Company,” and together with Plaintiff and Defendants, the “Parties”) have reached a proposed settlement for $8,500,000 incash (the “Settlement Amount”) as set forth in the Stipulationand Agreement of Settlement, Compromise, and Release(the “Settlement”) a copy of which is available atwww.BRIIStockholderSettlement.com. The Settlement, if approved, will resolve all claims in the Action.
A hearing (the “Settlement Hearing”) will be held on October 17,2024at 11:00 a.m., before The Honorable Lori W. Will, Vice Chancellor, either inperson at the Court of Chancery of the State of Delaware, Leonard L. WilliamsJustice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotelyby telephone or videoconference (in the discretion of the Court), to, among otherthings: (i) determine whether to finally certify the Class for settlement purposesonly, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2);(ii) determine whether Plaintiff and Plaintiff’sCounsel have adequately represented theClass, and whether Plaintiff should be finally appointed as Class representatives forthe Class and Plaintiff’sCounsel should be finally appointed as Class counsel for theClass; (iii) determine whether the proposed Settlement should be approved as fair,reasonable, and adequate to the Class and in the best interests of the Class;(iv) determine whether the Action should be dismissed with prejudice and theReleases provided under the Stipulation should be granted; (v) determine whetherthe Order and Final Judgment approving the Settlement should be entered;(vi) determine whether the proposed Plan of Allocation of the Net Settlement Fundis fair and reasonable, and should therefore be approved; (vii) determine whetherand in what amount any Fee and Expense Award should be paid to Plaintiff’s Counselout of the Settlement Fund; (viii) hear and rule on any objections to the Settlement,the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee andExpense Award; and (ix) consider any other matters that may properly be broughtbefore the Court in connection with the Settlement. Any updates regarding theSettlement Hearing, including any changes to the date or time of the hearing orupdates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.BRIIStockholderSettlement.com.
If you are a member of the Class, your rights will be affected by thepending Action and the Settlement, and you may be entitled to share in the NetSettlement Fund. If you have not yet received the Notice, you may obtain a copyof the Notice by contacting the Settlement Administrator at BRIIStockholdersSettlement, c/o A.B. Data, Ltd., PO Box 170500, Milwaukee, WI 53217, 877-411-4708, info@BRIIStockholderSettlement.com, www.BRIIStockholderSettlement.com.A copy of the Notice can alsobe downloaded from the Settlement website,www.BRIIStockholderSettlement.com.
If the Settlement is approved by the Court and the Effective Date occurs, theNet Settlement Fund will be distributed in accordance with the terms of the proposed Plan of Allocation attached as Exhibit E to the Settlement or such other plan of allocation as is approved by the Court. Pursuant tothe proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a distribution from the Net Settlement Fund subject to the following conditions.
For each Eligible Share for which a Claim Form is submitted:
(a) if such Eligible Class Member sold any Eligible Shares for less than $10.10 (the “Redemption Price”), including the number of Eligible Shares sold, the price at which such Eligible Shares were sold (the “Eligible Share Sale Price”), and the date those Eligible Shares were purchased and sold, and/or
(b) if such Eligible Class Member continues to hold any Eligible Shares, the number of Eligible Shares the Class Member continues to hold, and the date those Eligible Shares were purchased;
Such Eligible Class Member shall receive a pro rata distribution (the “Claimed Distribution Amount”) from the Net Settlement Fund with such pro rata portion of the Net Settlement Fund to be determined based on the Eligible Class members total loss (“Total Loss”) equal to the product of (i) the Redemption Price minus the Eligible Share Sale Price and/or (ii) the Redemption Price minus the closing price of such shares on the date the Complaint was filed ($1.86). The Claimed Distribution Amount will be calculated based on the Total Loss submitted by such Eligible Class Member, divided by the combined Total Loss for all Eligible Class Members, multiplied by the total amount in the Net Settlement Fund.
Following the distributions set forth in the foregoing paragraph, any remaining cash in the Net Settlement Fund shall be distributed pro rata from the Net Settlement Fund equal to the product of (i) the balance of the Net Settlement Fund following the distributions set forth in the foregoing paragraph and (ii) a fraction, the numerator of which is the number of Eligible Shares held by the Eligible Class Member, and the denominator of which is a number representing the total number of Eligible Shares.
If any Eligible Class Member’s entitlement to Net Settlement Proceeds as calculated pursuant to the Plan of Allocation totals less than $5.00, it will not be included in the calculations, and no distribution will be made to that Eligible Class Member, however, such Eligible Class Member will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action.
Any objections to the Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s application for the Fee and Expense Award must be filed with the Registerin Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Counsel, Defendants’ Counsel, and Company Counsel such that they are receivedno later than October 2, 2024, in accordance with the instructions set forth in the Notice.
Please do not contact the Court or the Office of the Register in Chanceryregarding this Summary Notice. All questions about this Summary Notice, theSettlement, or your eligibility to participate in the Settlement should be directedto the Settlement Administrator or Lead Counsel.
Requests for the Notice should be made to the Settlement Administrator:
BRII Stockholders Settlementc/o A.B. Data, Ltd.PO Box 170500Milwaukee, WI 53217Telephone: 877-411-4708
Email: info@BRIIStockholderSettlement.comWebsite: www.BRIIStockholderSettlement.com
Inquiries, other than requests for the Notice, should be made toPlaintiff’s Counsel:
Kelly L. Tucker, Esq.Grant & Eisenhofer P.A.123 Justison StreetWilmington, DE 19801Telephone: (302) 622-7000Email: ktucker@gelaw.com
BY ORDER OF THE COURT OFCHANCERY OF THE STATE OFDELAWARE:
Dated: July 1, 2024
_________________________1 Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release between Plaintiff, Defendants, and the Company, dated June 26, 2024 (the “Stipulation”). Copies of the Stipulation and the full Notice of Pendency and Proposed Settlement of StockholderClass Action, Settlement Hearing, and Right to Appear (the “Notice”) are availableat the Settlement website,www.BRIIStockholderSettlement.com.
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SOURCE Grant & Eisenhofer P.A.
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