Exabeam Stockholder Settlement

Who is included in the settlement class?

• The Class includes record and beneficial holders of Exabeam common stock whose shares were cancelled in the merger around July 2, 2024, plus their successors and assigns, except Excluded Persons.
• This is a non-opt-out class. That means Class Members cannot choose to leave the settlement.

The notice does not give a fixed dollar payment per share. The amount depends on the final Net Settlement Fund and the total number of Eligible Shares.

• The cash payment is based on the number of Eligible Shares held at the merger closing, multiplied by the per-share recovery.
• The per-share recovery is calculated by dividing the Net Settlement Fund by all Eligible Shares.
• The Net Settlement Fund is the settlement fund after taxes, notice and administration costs, court-approved attorneys’ fees and expenses, and other court-approved costs or fees are deducted.

The notice specifically warns that the Class C Units may not produce a distribution at all. Their value and any future distributions are therefore uncertain.

• The settlement includes $7 million in cash and Class C Units in the post-merger parent with a potential value of up to $13.5 million.
• The equity units are allocated pro rata based on cancelled Exabeam common shares.
• The units do not promise a payment. Under the stated distribution order, Class A Units are paid first, then certain Class B Units until the specified return threshold is reached; Class C Units then participate with vested incentive units, up to the maximum return amount.

Equity eligibility has additional restrictions beyond simply having cancelled Exabeam common shares.

• People who had or have an interest in Excalibur Aggregation L.P. cannot receive the equity securities.
• The equity exclusion also covers the defendants and specified related people and entities, as well as stockholders who received Excalibur Aggregation L.P. units under a Common Unit Grant Agreement containing a release of claims against defendants.
• The notice separately provides that cash is distributed to Class Members who held eligible shares at closing. It does not say that every person barred from equity is necessarily barred from cash.

The notice does not require documentary proof for an ordinary payment. Documentation is required only if someone objects and must show Class membership.

• No claim form or other paperwork is required to receive an eligible distribution.
• The Settlement Administrator will pay the cash distribution directly to each record owner of eligible Exabeam common stock at the merger closing.
• The Parent Class C Units will be issued to an Aggregator, which will then issue Aggregator Settlement Units to Class Members on a pro rata basis.

Court approval alone does not mean payments will be sent immediately.

• Cash cannot be distributed unless the Court approves both the settlement and a plan of allocation, and the period for rehearing, appeal, or review has expired.
• The notice says the Parent Class C Units are to be issued to the Aggregator within 30 calendar days after entry of the Order and Final Judgment. The Aggregator is to be formed within 25 calendar days after entry of the Judgment.
• The notice does not give a specific date when an individual will receive cash or a distribution from the equity units.

A written objection may be filed without attending the hearing. To speak at the hearing, a Class Member who timely objected must also file and serve a notice of appearance by November 25, 2026.

• A Class Member may object to the settlement, plan of allocation, or requested fees and expenses.
• By November 25, 2026, the objector must file the written objection with the Register in Chancery, serve it on counsel for both sides, and email a copy to the listed counsel.
• The objection must identify the case, provide contact information, be signed, explain the reasons and supporting material, and include documents sufficient to show Class membership.

This is a broad legal release connected to the merger-related dispute. Class Members are bound by it because this is a non-opt-out class.

• If the settlement becomes effective, Class Members will release claims against the defendants and other released parties that arise from or relate to matters that were or could have been asserted in this case or its subject matter.
• The release does not cover claims based on conduct after the Effective Date or claims to enforce the settlement.
• After the settlement is approved and effective, a Class Member cannot bring another action asserting those released claims.