Sanovas - Notice             

Sanovas - Stipulation_of_Settlement (9.10.19)

 

TRIBBLE, ET AL. v. GERRANS, ET AL., CASE NO. CIV1803695 (MARIN COUNTY SUPERIOR COURT)

 

 

TO: ALL RECORD AND BENEFICIAL OWNERS OF SANOVAS COMMON STOCK AS OF AUGUST 22, 2019 (THE

“RECORD DATE”), WHO CONTINUE TO OWN SUCH SHARES (“SANOVAS SHAREHOLDERS”)

A proposed settlement (the “Settlement”) has been reached in the above-titled shareholder derivative action (the
“Action”) that is pending in the Superior Court of the State of California for the County of Marin (the “Court”). The Action
has been brought derivatively on behalf of Sanovas by certain Sanovas shareholders to remedy the harm allegedly caused to
the Company by the alleged breaches of fiduciary duties and violations of law by certain Sanovas current or former officers,
directors, independent contractors and related companies concerning, among other things, financial misconduct and failure to
implement corporate governance controls, including failure to hold shareholder meetings or director elections, failure to hold
Board meetings, failure to provide directors with financial information, and failure to conduct internal investigations.

A hearing on the Settlement will be held on January 24, 2020, before the Honorable Andrew E. Sweet, at the Marin
County Superior Court, Department E, 501 Civic Center Drive, San Rafael, CA 94903 (the “Settlement Hearing”), to
determine whether (i) the Settlement of the Action on the terms and conditions provided for in the Stipulation is fair,
reasonable and adequate to Sanovas and its shareholders and should be approved by the Court; (ii) Plaintiffs’ Counsels’ Fee
Application should be granted; and (iii) a Final Judgment and Order of Dismissal should be entered herein. Because this is a
shareholder derivative action brought for the benefit of Sanovas, no individual Sanovas shareholder has the right to
receive any individual compensation as a result of the settlement of this action.

The benefits to the Company of the proposed Settlement, which is subject to Court approval, include certain corporate
governance changes by Sanovas (the “Corporate Governance Reforms”). Plaintiffs and Sanovas agree that the Corporate
Governance Reforms set forth in Exhibit A to the Stipulation have significant value to Sanovas.

IF YOU ARE AN OWNER OF SANOVAS COMMON STOCK, YOUR RIGHTS

MAY BE AFFECTED BY THE SETTLEMENT. A more detailed form of notice describing

the Settlement has been published on Sanovas’s company website at https://sanovas.com/notice.html.

Inquiries, other than requests for the detailed form of notice, may be made to a representative of Plaintiffs’ Counsel.
Should you have any other questions regarding the proposed Settlement or the Action, please contact Plaintiffs’ Counsel:

Sanovas Derivative Action Cotchett, Pitre & McCarthy
840 Malcolm Road, Suite 200

Burlingame, California 94010

Sanovas shareholders who have no objection to the Settlement do not need to appear at the final approval hearing or
take any action.

If you wish to object to any aspect of the Settlement, the Fee Application, or the Final Judgment and Order of
Dismissal, you must provide in writing your full name, appropriate proof of your Sanovas stock ownership as of the Record
Date, the basis of your objection, and your signature or your attorney’s signature. You may not ask the Court to order a
different settlement; the Court can only approve or deny the Settlement. You may also appear at the 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 objections to the Settlement and the Fee Application must be either (1) submitted to the Court either by mailing them to the
Clerk of the Court, or by filing them in person at any location of the Court, OR (2) mailed to Plaintiffs’ Counsel, c/o Sanovas
Derivative Litigation, Cotchett, Pitre & McCarthy
, 840 Malcolm Road, Suite 200, Burlingame, California 94010 (in which
case, Plaintiffs’ Counsel shall then file the objections with the Court on your behalf). The deadline to submit objections is
January 10, 2020 and any objections must be filed or postmarked no later than that date
. All written objections and supporting
papers must clearly identify the case name and number (Tribble, et al.

v. Gerrans, et al., Case No. CIV1803695 (Marin Super.)).

PLEASE DO NOT CALL OR WRITE THE COURT OR THE CLERK OF THE COURT REGARDING THIS NOTICE.

 

DATED: NOVEMBER 12, 2019 BY ORDER OF THE SUPERIOR COURT OF

CALIFORNIA FOR THE COUNTY OF MARIN