IN THE COURT OF COMMON PLfEAS p H. D H lit ui Item 4u.i CUYAHOGA COUNTY, OHIO

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1 ]' STUART ROSENBERG Plaintiff IN THE COURT OF COMMON PLfEAS p H D H lit ui Item 4u.i CUYAHOGA COUNTY, OHIO Case No: CV-l$fetffift) I U P 2: 0 I lllll it CLIFFS NATURAL RESOURCES INC ET AL Defendant JOURNAL ENTRY 89 DIS. W/PREJ - FINAL FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND PLAN OF ALLOCATION AND FOR AWARD OF ATTORNEYS' FEES AND EXPENSES, FILED 03/01/2016, IS UNOPPOSED AND GRANTED. FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE. O.S.J. COURT COST ASSESSED TO THE PLAINTIFF(S). PURSUANT TO CIV.R. 58(B), THE CLERK OF COURTS IS DIRECTED TO SERVE THIS JUDGMENT IN A MANNER PRESCRIBED BY CIV.R. 5(B). THE CLERK MUST INDICATE ON THE DOCKET THE NAMES AND ADDRESSES OF ALL PARTIES, THE METHOD OF SERVICE, AND THE COSTS ASSOCIATED WITH THIS SERVICE /14/2016 Page 1 of 1

2 COURT OF COMMON PLEAS OF CUYAHOGA COUNTY, OHIO STUART ROSENBERG, Case No CV Plaintiff, 2Qlb APR! U P v. [PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH CLIFFS NATURAL RESOURCES INC., PREJUDICE et al., EXHIBIT B Defendants. WHEREAS, the Parties,1 through their counsel, have agreed, subject to Court approval following notice to the Class and a hearing, to settle this Action (the Action ) upon the terms and conditions set forth in the Stipulation and Agreement of Settlement (the Stipulation ) which has been filed with the Court; WHEREAS, the Court entered its Order Approving Notice and Setting of Date for Final Approval Hearing (the Order for Notice and Hearing ), which conditionally certified a Class for settlement purposes only and approved the issuance of Notice to the Class (which included notice of the proposed Settlement and of the fairness hearing scheduled to be held thereon); and WHEREAS, said Notice has been provided, the fairness hearing has been held to determine if the terms of the Stipulation and proposed Settlement are fair, reasonable, and 1 Unless otherwise defined herein, all capitalized terms have the same meanings as set forth in the Stipulation

3 adequate, and the members of the Class have had the opportunity to be heard thereon in accordance with Ohio Rules of Civil Procedure and due process; NOW, THEREFORE, based upon the Stipulation and all of the filings, records, and proceedings herein, including the fairness hearing, and it appearing to the Court upon its due consideration of all of the above that the terms of the Stipulation and proposed Settlement are fair, reasonable, and adequate, and that the Final Judgment and Order of Dismissal with Prejudice should be entered in this Action as provided for in the Stipulation; THE COURT HEREBY FINDS AND CONCLUDES THAT: A. The provisions of the Stipulation, including definitions of all capitalized terms as used herein, are hereby incorporated by reference as though fully set forth herein. B. This Court has jurisdiction over the subject matter of this Action and over all of the Parties and all Class Members. C. All of the requirements for class certification under Rule 23 of the Ohio Rules of Civil Procedure are met, and therefore this Action is hereby certified as a class action for purposes of settlement only, with the Class defined as: all Persons who purchased or otherwise acquired the depositary shares (the Depositary Shares ) of Cliffs Natural Resources Inc. pursuant or traceable to the Company s February 12, 2013 Offering and Registration Statement, and who were damaged thereby (the Class ). Excluded from the Class are: all Defendants, the members of the immediate families of any of the Individual Defendants; any entity in which any Defendant has or had a controlling interest; the parents and subsidiaries of Cliffs; and the legal representatives, heirs, successors, or assigns of any excluded Person. Also excluded from the Class are any Class Members who timely and validly exclude themselves from the Class in response to the requirements of the Notice. D. With respect to the Class, the Court finds that: (i) the Class Members are so numerous that their joinder in the Action is impracticable; (ii) there are questions of law and «-2-

4 fact common to the Class; (iii) the claims of the Plaintiff are typical of the claims of the Class Members; (iv) Plaintiff and Lead Counsel have fairly and adequately represented and protected the interests of the Class Members; and (v) the questions of law and fact common to the members of the Class predominate over any questions affecting only individual members of the Class; and (vi) a class action is superior to other available methods for the fair and efficient adjudication of the controversy. E. The form, content, and method of dissemination of notice given to the Class, via the Notice and Publication Notice, was adequate and reasonable and constituted the best notice practicable under the circumstances, including individual notice to all Class Members who could be identified through reasonable effort. F. Notice, as given, complied with the requirements of Rule 23 of the Ohio Rules of Civil Procedure, and the Securities Act of 1933 as amended satisfied the requirements of due process and any other applicable law, and constituted due and sufficient notice of the matters set forth therein and decided herein. G. The Settlement set forth in the Stipulation is fair, reasonable, adequate and in the best interests of the Class, and the Court further finds in connection therewith that: i. The Settlement was negotiated vigorously and at arm s-length by experienced counsel on behalf of Plaintiff and the Class. The case settled only after a mediation conducted by an experienced mediator, and after the exchange of substantial information and documents between the parties. Both Plaintiff and Defendants were well-positioned to evaluate the settlement value of this Action. The Stipulation has been entered into in good faith and is not collusive; -3-

5 ii. As further detailed in the briefing in support of the proposed settlement, had the Settlement not been achieved both Plaintiff and the Class members (as well as Defendants) faced substantial risks and uncertainties (and associated costs and further delays) of extended litigation; and although the Court takes no position on the merits, the Parties respective positions support the reasonableness of the Settlement; iii. Plaintiff and Lead Counsel have fairly and adequately represented the interests of the Class Members in connection with the Settlement; iii. Although over 24,700 copies of the Notice were disseminated to putative Class Members advising them of the terms of the Stipulation and proposed Settlement, no objections to the proposed Settlement have been submitted; IT IS HEREBY ORDERED THAT: 1. The Stipulation and the Settlement embodied therein are approved as fair, reasonable and adequate, and the parties are directed to consummate the Settlement in accordance with the terms and provisions of the Stipulation. 2. Plaintiff, all Class Members, and Defendants are hereby bound by the terms of the Settlement as set forth in the Stipulation. 3. The Action and all claims that are or have ever been contained therein, as well as all of the Settled Claims, are dismissed with prejudice as to the Plaintiff, the Class Members, and all other Releasing Persons. 4. All Released Parties are hereby released in accordance with the terms of the Stipulation. -4-

6 5. Each Party is to bear his, her or its costs, except as otherwise provided in the Stipulation. 6. Upon the Effective Date of this Settlement, Plaintiff and all Class Members (regardless whether such Class Member executed and delivered a valid and timely Proof of Claim), on behalf of themselves and each of the Releasing Persons shall be deemed to have, and by operation of this Final Judgment shall have, absolutely and unconditionally, fully, finally, and forever waived, released, relinquished, and discharged Defendants and each of their current or former respective parent entities, affiliates, subsidiaries, predecessors, successors, divisions, joint ventures and general or limited partnerships, families, associates, executors, personal representatives, heirs, beneficiaries, estates, agents, and assigns, and, as to each of the foregoing, all of their past, present or future officers, directors, employees, managers, members, managing members, fiduciaries, managing directors, principals, advisors, agents, managing agents, direct or indirect equity holders, controlling persons, contractors, stockholders, current or former partners and principals, as well as general or limited partners or partnerships, attorneys, legal counsel, consultants, insurers (in their capacities as such), co-insurers, reinsurers, accountants, auditors, underwriters, engineers, advisors, financial advisors, investment advisors, commercial bank lenders, banks, investment bankers, associates, member firms, joint ventures, limited liability companies, corporations, divisions, shareholders, trusts, trustees, foundations, family members, beneficiaries, distributors, heirs, executors, personal or legal representatives, estates, administrators, predecessors, successors, assigns, indemnitors, indemnitees, related or affiliated entities, and any other representatives of any of these persons or entities or their successors ( Released Parties ) from, and shall forever be enjoined from suing any or all of the Released Parties for, any and all actions, claims, debts, demands, duties, obligations, sums of money, suits, -5-

7 contracts, agreements, promises, damages, causes of action and rights and liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys fees, expert or consulting fees and any other costs, expenses, losses, or liabilities whatsoever), whether based on federal, state or local statute or common law, rule or regulation, foreign or domestic, at law or in equity, matured or unmatured, foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or non-contingent, whether class or individual in nature, against the Released Parties, belonging to Plaintiff or to any other Class Member and/or their present or past heirs, executors, estates, administrators, predecessors, successors, assigns or to any other Person claiming through or on behalf of them (collectively, the Releasing Persons ), that (i) have been asserted in this Action, or (ii) could have been asserted in this Action or in any other court, tribunal, proceeding or forum against the Released Parties, and that (x) arise out of, are based upon, or relate in any way to any of the claims or allegations in the Action including any of the acts, facts, events, disclosures, or omissions alleged in the Action, and (y) that relate to the purchase or acquisition of Cliffs Depositary Shares pursuant or traceable to the Company s February 12, 2013 Offering and its associated Registration Statement ( Settled Claims ). Settled Claims includes Unknown Claims as defined in H(dd) of the Stipulation. Excluded from Settled Claims are claims relating to the enforcement of the Stipulation or the Settlement. All Class Members shall, as of the Effective Date, be bound by the releases set forth herein whether or not they submit a valid and timely Proof of Claim. 7. The Releases granted herein shall be effective as a bar to any and all Settled Claims against the Released Parties which Plaintiff or any Class Member does not know or suspect to exist in his, her, or its favor as of the Effective Date, and any Settled Defendants Claims against Plaintiff and his counsel which Defendants do not know or suspect to exist in -6-

8 their favor, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Settled Claims and Settled Defendants Claims, the Parties stipulate and agree that by operation of this Final Judgment, upon the Effective Date, Plaintiff and Defendants shall have expressly waived, and each Class Member shall be deemed to have waived, and by operation of this Final Judgment shall have expressly waived, the provisions, rights, and benefits of Cal. Civ. Code 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR and any and all provisions, rights, and benefits conferred by* any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code Plaintiff and Class Members may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Settled Claims, but Plaintiff shall expressly, fully, finally, and forever settle and release, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Final Judgment shall have, fully, finally, and forever settled and released, any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, reckless, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiff and Defendants acknowledge, and Class Members shall be -7-

9 deemed to have acknowledged, that the inclusion of Unknown Claims in the definition of Settled Claims and Settled Defendants Claims was separately bargained for and was a key element of the Settlement. 8. Upon the Effective Date of this Settlement, each of the Defendants shall be deemed to have, and by operation of this Final Judgment shall have, fully, finally, and forever released and discharged Plaintiff and Plaintiffs Counsel from each and every one of the Settled Defendants Claims. 9. Any Class Members who have not objected to the Settlement in the manner provided in the Notice are deemed to have waived any objections by appeal, collateral attack, or otherwise. 10. All Class Members who have failed to properly file timely and valid Requests for Exclusion from the Class are bound by the terms and conditions of the Stipulation and this Final Judgment, and are deemed to have released and forever discharged the Released Parties from all Settled Claims as provided in the Stipulation and herein. A list of all Persons (if any) who validly and timely filed a Request for Exclusion is attached hereto as Exhibit Lead Counsel, the law firm of Scott+Scott, Attorneys at Law, LLP, are hereby awarded 33 1/3 % of the Settlement Fund in fees, which sum the Court finds to be fair and reasonable, and $ 55,496 in reimbursement of expenses. Such fees and expenses may be paid immediately upon entry of this Order to Lead Counsel from the Settlement Fund with interest from the date such Settlement Fund was funded to the date of payment at the same rate earned by the Settlement Fund, subject to the provisions of 8 of the Stipulation. 12. In making this award of attorneys fees and reimbursement of expenses to be paid from the Settlement Fund, the Court has considered and found that: -8-

10 (a) The Settlement has created a fund of $10,000,000 in cash plus interest thereon, and Class Members who submit acceptable Proofs of Claim will benefit from the Settlement created by Plaintiffs Counsel; (b) Over 24,000 copies of the Notice were disseminated to putative Class Members indicating that Plaintiffs Counsel were moving for attorneys fees in the amount of up to 33 1/3% of the Settlement Fund and for reimbursement of expenses, and no objections to the proposed Settlement or to the ceiling on the fees and expenses requested by Plaintiffs Counsel (as fully disclosed in the Notice) have been received; (c) The Action involves complex factual and legal issues, was actively prosecuted and, in the absence of a settlement, would involve further lengthy proceedings with uncertain resolution of the complex factual and legal issues; (d) Had Plaintiffs Counsel not achieved the Settlement, there would remain a significant risk that Plaintiff and the Class may have recovered less or nothing from the Defendants; and (e) The amount of attorneys fees awarded and expenses reimbursed from the Settlement Fund are consistent with awards in similar cases. 10. The Court finds that an award to Plaintiff for his time and service as representative of the Class and in the prosecution of this action is fair and reasonable, and thus awards Plaintiff Stuart Rosenberg $5,000 from the Settlement Fund. 11. All other provisions of the Stipulation are incorporated into this Order as if fully rewritten herein. To the extent that the terms of this Order conflict with the terms of the Stipulation, the Stipulation shall control. -9-

11 12. Plaintiff, all Class Members, and all other Releasing Persons are hereby BARRED AND PERMANENTLY ENJOINED from instituting, commencing, maintaining, or prosecuting in any court or tribunal any of the Settled Claims against any of the Released Parties. 13. Defendants are hereby BARRED AND PERMANENTLY ENJOINED from instituting, commencing, maintaining, or prosecuting any of the Settled Defendants Claims against Plaintiff or Plaintiffs Counsel. 14. The Plan of Allocation set forth in the Notice is approved as fair and reasonable, and Plaintiffs Counsel shall instruct the Claims Administrator to consummate the administration of the Settlement in accordance with its terms and provisions. Any rejection of, or modification or change to the Plan of Allocation that may hereafter be approved shall in no way disturb or affect this Final Judgment or the releases provided hereunder, and shall be considered separate from this Final Judgment. 15. The Court hereby decrees that neither the Stipulation nor this Final Judgment nor the fact of the Settlement is an admission or concession by the Released Parties, or any of them, of any liability or wrongdoing. This Final Order and Judgment is not a finding of the validity or invalidity of any of the claims asserted or defenses raised in the Action. The Court hereby decrees that the Stipulation, the Settlement, this Final Judgment, the fact of settlement, the settlement proceedings, the settlement negotiations, and any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) shall not be offered or received against Defendants or the Released Parties as evidence of, or construed as or deemed to be evidence of, a presumption, concession, or admission by Defendants with respect to the truth of any fact alleged by Plaintiff or the validity of any claim that has been or could have been asserted in the Action or in any other litigation, or the deficiency of any defense that has been or - 10-

12 If could have been asserted in the Action or in any other litigation; (b) shall not be offered or received against Defendants or the Released Parties as evidence of, or construed as or deemed to be evidence of, a presumption, concession, or admission with respect to any liability, negligence, fault, or wrongdoing, or in any way referred to for any other reason as against Defendants or the Released Parties, in any other civil, criminal, or administrative action or proceeding in any court, arbitration proceeding, administrative agency, or forum or tribunal in which the Defendants or the Released Parties are or become parties, other than such proceedings as may be necessary to effectuate the provisions of the Stipulation; (c) shall not be construed against Defendants as an admission or concession that the consideration to be given hereunder represents the amount that could be or would have been recovered after trial; (d) shall not be construed as or received in evidence as an admission, concession, or presumption against Plaintiff or any of the Class Members that any of their claims are without merit, or that any defenses asserted by Defendants have any merit, or that damages recoverable in the Action would not have exceeded the Settlement Fund; and (e) shall not be used, described, portrayed, or referred to by Plaintiff, Class Members, or Plaintiffs Counsel for any purpose other than to effectuate the provisions of the Stipulation, and in no event in a manner inconsistent with the terms and provisions of the Stipulation and its exhibits. Notwithstanding the foregoing, Defendants, Plaintiff, Class Members, and/or the Released Parties may file the Stipulation and/or the Final Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim

13 If 16. The Action is dismissed with prejudice subject, however, to this Court retaining jurisdiction over (a) implementation of this Settlement and any award or distribution of the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund; and (c) all parties hereto for the purpose of construing, enforcing, and administering the Stipulation The Court hereby bars all future claims for contribution arising out of the Action or the Settled Claims by: (i) any Person against the Released Parties; or (ii) the Released Parties against any Person. 18. Nothing in this Final Judgment constitutes or reflects a waiver, release or discharge of any rights or claims of any Defendant (or any other Released Party) against their insurers, or their insurers subsidiaries, predecessors, successors, assigns, affiliates, or representatives. Nothing in this Final Judgment constitutes or reflects a waiver or release of any rights or claims relating to indemnification, advancement, or any undertakings by an indemnified party to repay amounts advanced or paid by way of indemnification or otherwise. 19. The Court finds that during the course of the Litigation, the Parties and their respective counsel at all times complied with the requirements of Ohio Rule of Civil Procedure 11 and/or Federal Rule of Civil Procedure In the event that the Stipulation is terminated in accordance with its terms, (i) this Final Judgment shall be rendered null and void and shall be vacated nunc pro tunc, (ii) this Action shall proceed as provided in ^[28 of the Stipulation, (iii) the Defendants shall be permitted to object to the certification of any proposed class in this Action, and (iv) the Defendants shall not be judicially or equitably estopped from arguing against the certification of any class in this Action

14 21. There is no just reason for delay, and this is a final, appealable order as of when it is stamped as received for filing. 22. Final judgment shall be, and hereby is, entered herein. So ordered. Dated: HONORABLE SHANNON M. GALLAGHER COURT OF COMMON PLEAS OF CUYAHOGA COUNTY, OHIO Submitted by: SCOTT+SCOTT, ATTORNEYS AT LAW, LLP /s Geoffrey M. Johnson GEOFFREY M JOHNSON Cedar Road, Suite 12 Cleveland Heights, Ohio Telephone: (216) gj ohnson@scott-scott.com Counsel for Plaintiff

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