BERGEN COUNTY. Docket No. BER-L EXHIBIT C PROPOSED NOTICE

Transcription

1 In Re: Pascack Bancorp Shareholder Litigation SUPERIOR COURT OF NEW JERSEY LAW DIVISION BERGEN COUNTY Docket No. BER-L EXHIBIT C PROPOSED NOTICE

2 NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT AND SETTLEMENT HEARING To: All persons who owned or beneficially held shares of Pascack Bancorp, Inc. ( Pascack ) common stock in the period from and including August 4, 2015 through December 14, 2015, including their legal representatives, heirs, successors in interest, assignees and transferees of such foregoing holders, excepting Defendants in the action or their family members and any Released Party (the Class ). No member of the Class ( Class Member ) shall be permitted to opt out of the class. The purpose of this Notice is to inform you of the pendency of and proposed settlement in consolidated actions, In Re Pascack Bancorp Shareholder Litigation, Docket No. BER-L (together the Action ), pending before the Superior Court Law Division, Bergen County, New Jersey and the Settlement Hearing thereon, which is scheduled to be held on June 24, 2016, at 11 a.m. before the Honorable Robert C. Wilson, Judge of the Superior Court, Bergen County Courthouse, 10 Main Street, Courtroom 215, Hackensack, (the Court ). During the Settlement Hearing, the Court will determine: (1) whether the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement Class; (2) whether a Judgment should be entered dismissing with prejudice all claims that were or could have been asserted against Defendants in the Action; and (3) whether the agreed to attorneys fees and expenses should be paid to Plaintiffs Counsel. If you are a Class Member, this Notice will inform you of how you may enter your appearance in the Action, object to the proposed Settlement and have your objection heard at the Settlement Hearing. The Settling Parties are Plaintiffs Morris Akerman and Steven Harrison, the Court-designated class representatives, for themselves and the above-defined class of shareholders of Pascack Bancorp, Inc. ( Pascack or the Company ) and Defendants Pascack, Lakeland Bancorp, Inc. ( Lakeland ) and Jon F. Hanson, Bruce M. Meisel, Nancy E. Graves, Paul C. Baker, Salvatore Cocco, Jr., Daniel J. Geltrude, Jerrold B. Grossman, Mary J. Hekemian, Larry R. Inserra, Jr., Martin J. Levine, Jerome J. Lombardo, and James M., Piro (collectively, Defendants) who are all the named Defendants in the Action. The Settling Parties believe that the terms of the Settlement are fair, reasonable, and adequate. The Settling Parties have concluded that further litigation of the Action could be protracted and expensive, and have taken into account the uncertainty and risks inherent in any litigation, especially in complex shareholder litigation like the Action. The Settling Parties therefore believe it is desirable that the Action be fully and finally settled in the manner described in the Stipulation of Settlement WILSR01A 2 MSW - Draft January 18, :49 PM

3 If you held Pascack common stock during the Class Period for a beneficial holder, please transmit this document promptly to such beneficial holder. THE SETTLEMENT AND THE SETTLEMENT HEARING The purpose of this Notice is to inform you of a proposed settlement (the Settlement ) of the Action, pending before the Court. As noted above, a Settlement Hearing will be held at 10 Main Street, Hackensack, NJ 07601, on June 24, 2016 at 11 a.m. During the Settlement Hearing, the Court will determine: (a) whether to certify the Class for purposes of the Settlement; (b) whether to approve the Settlement; (c) whether to enter a Final Order and Judgment, dismissing the claims asserted in the Action on the merits and with prejudice as against Plaintiffs and the Class and effectuating the releases described below (the Final Order ); (d) whether to grant the application of Plaintiffs Counsel for an award of attorneys fees and reimbursement of litigation expenses; and (e) such other matters as may properly come before the Court. If you are a Class Member, this Notice will inform you of how, if you so choose, you may enter your appearance in the Action to object to the proposed Settlement and have your objection heard at the Settlement Hearing. BACKGROUND AND DESCRIPTION OF THE ACTION On August 4, 2015, Pascack and Lakeland Bancorp, Inc. ( Lakeland ) announced that they had entered into a definitive Merger Agreement by which Lakeland would acquire Pascack (the Proposed Transaction ). On August 10, 2015, plaintiff Ackerman filed Akerman v. Pascack Bancorp, Inc., No. BER-L , and, on August 24, 2015, plaintiff Harrison filed Harrison v. Pascack Bancorp, No. C , both in Superior Court of New Jersey, Bergen County. On October 7, 2015, the Court signed a consent order, consolidating the Akerman and Harrison actions into the Action. The Action challenges the Proposed Transaction, alleging that Pascack and its Board of Directors (the Pascack Defendants ) breached their fiduciary duties to Plaintiffs and other Pascack shareholders by agreeing to the Proposed Transaction based on an unfair price and an unfair process. The Action also alleges that Lakeland aided and abetted the Pascack Defendants breaches of their fiduciary duties. On October 13, 2015, Lakeland filed an initial registration statement on Form S-4 with the Securities and Exchange Commission (the SEC ) in connection with the Proposed Transaction. On October 30, 2015, Lakeland filed with the SEC Amendment No. 1 to the S-4, which was declared effective by the SEC on November 4, The S-4 served as both a proxy statement of Pascack and a prospectus of Lakeland. 1 1 You can view Lakeland s final Form S-4, containing the Registration Statement and Proxy, detailing the background and terms of the merger at: 3

4 Following discussions between counsel for the Settling Parties regarding Plaintiffs intention to seek injunctive relief with respect to the Proposed Transaction and extensive arm s-length settlement negotiations between Plaintiffs Counsel and counsel for Defendants, the Settling Parties agreed to the Settlement, providing various additional disclosures to Pascack shareholders in connection with the shareholder vote on the Proposed Transaction (the Additional Disclosures ). The Settling Parties agreed in principle to settle the Action and the terms of the Additional Disclosures were set forth in a Memorandum of Understanding ( MOU ), dated December 2, The Pascack Defendants and Lakeland issued the Additional Disclosures in a Current Report on Form 8-K that Lakeland filed with the SEC on December 2, On August 21, 2015 and August 24, 2015, respectively, plaintiff Akerman served Lakeland and the Pascack Defendants with the Complaint and a first request for production of thirty-three categories of documents. Defendants began a responsive, rolling production of documents in October and November of 2015, consisting of approximately 10,826 pages of documents from the Pascack Defendants and approximately 4,189 pages of documents from Lakeland. In addition, in response to an August 26, 2015 subpoena, on or about October 13, 2015, Sandler O Neil + Partners ( Sandler ) produced 189 pages of bankers book materials, related to its opinion that the Proposed Transaction was fair, from a financial perspective. After reviewing over 15,000 pages produced in response to their discovery requests, on November 3, 2015, Plaintiffs filed a consolidated amended complaint ( Amended Complaint ), adding to their allegations of breaches of fiduciary duty, additional allegations that the Defendants misrepresented and omitted material information from the S-4 in violation of their duty of candor to Pascack shareholders. Settlement negotiations ensued during the drafting and filing of the Amended Complaint. While settlement negotiations ensued, Plaintiffs prepared a motion to preliminarily enjoin the Proposed Transaction based upon their allegations of materially misleading statements of facts or omissions from the S-4. INVESTIGATION OF THE FACTS Before filing their initial complaints, Co-Lead Counsel conducted extensive investigations into the merits of the case, including reviewing public records regarding the Proposed Transaction and researching and analyzing potential claims. Before filing the Amended Complaint, Co-Lead Counsel also (1) requested, received, and reviewed over 15,000 pages of responsive, largely non-public, documents, which were used in crafting their allegations and (2) retained the services of an expert, who 2 You can view Lakeland s Current Report on Form 8-K, containing the Additional Disclosures at: and at: 4

5 assessed possible damages to the Class under various scenarios and who reviewed the disclosures about the Proposed Transaction and helped identify some of the information that was ultimately included in the 8-K. SETTLEMENT NEGOTIATIONS In or around October 2015, Co-Lead Counsel for Plaintiffs engaged Defendants in several telephone discussions regarding the possibility of a settlement. Shortly thereafter, on November 6, 2015, Co-Lead Counsel made a comprehensive written settlement demand on Defendants. Further writings and telephone conversations followed. After extensive negotiation of the issues and extensive analysis of the merits of the claims and the potential for recovery of damages in any quantum, Co-Lead Counsel agreed in principle to the proposed Settlement, and the Settling Parties entered into the MOU on December 2, The Settling Parties then negotiated the remaining provisions of the Settlement and exchanged drafts of a stipulation and other implementing documents. Those efforts resulted in the execution of the Stipulation on February 22, 2016 and its filing as Exhibit 1 to Plaintiffs Motion for Preliminary Approval of the Proposed Settlement and related relief. SUBSEQUENT DEVELOPMENTS On December 14, 2015, Pascack s shareholders approved the Proposed Transaction, and on January 7, 2016 it closed. THE SETTLEMENT As the Settlement provided, and after the Settling Parties executed the MOU, Defendants made the Additional Disclosures. In exchange, Plaintiffs have agreed, on behalf of the Class and subject to Court approval, to dismiss the Released Claims as against the Released Parties, as set forth fully below. On the basis of information available to them, including publicly available information, the discovery described herein, and consultations with an expert retained by Plaintiffs Counsel, Plaintiffs Counsel has determined that the proposed Settlement described herein is fair, reasonable, adequate, and in the best interests of the Plaintiffs and the Class. On April 1, 2016, the Court entered a Preliminary Consent Order Approving Settlement providing for, among other things, the scheduling of the Settlement Hearing; a stay of the Action pending a hearing on the proposed Settlement; and an injunction against the commencement or prosecution of any action by any Class Member asserting any of the claims subject to the Settlement of the Action. REASONS FOR THE SETTLEMENT The Settling Parties wish to settle and resolve the claims asserted by Plaintiffs and all claims relating to or arising out of the Proposed Transaction, and the Settling Parties have, following arm s-length negotiations, reached an agreement in 5

6 principle providing for the settlement of the Action, and the Settling Parties believe the Settlement is in the best interests of the Settling Parties and the Class. Plaintiffs and Plaintiffs Counsel determined to enter into the Settlement because the Settlement provides for the Additional Disclosures concerning certain subject areas raised in the Action. On the basis of information available to them, including publicly available information, the discovery described herein, consultations with an expert retained by Plaintiffs Counsel, and in consideration of the strengths and weaknesses of their claims, Plaintiffs and their Counsel determined that the Settlement described herein is fair, reasonable, adequate, and in the best interests of the Plaintiffs and the Class because it empowered the stockholders of Pascack to make a better informed decision on whether to approve the Merger. Defendants acknowledge that they considered the disclosure and other claims raised by Plaintiffs in the Action in determining to provide the Additional Disclosures in exchange for Plaintiffs agreement-in-principle to settle the Action, and that the claims asserted by and the efforts of Plaintiffs Counsel in prosecuting the Action, and the negotiations with Plaintiffs Counsel, were the sole cause of the Supplemental Disclosures. Defendants vigorously deny that they have committed or aided and abetted the commission of any breaches of fiduciary duty, or any other wrongdoing or liability with respect to all claims asserted in the Action, including that they have committed any violations of law, that they have acted improperly in any way, that they have any liability or owe any damages of any kind to Plaintiffs and the Class, and that any additional disclosures (including the Additional Disclosures) are required under any applicable rule, regulation, statute, or law, but are entering into this MOU and the Settlement Agreement solely because they consider it desirable that the Action be settled and dismissed with prejudice in order to, among other things, (i) eliminate the burden, inconvenience, expense, risk and distraction of further litigation, (ii) finally put to rest and terminate all the claims which were or could have been asserted in the Action, and (iii) thereby permit the Proposed Transaction to proceed without risk of injunctive or other relief. SETTLEMENT TERMS In consideration for the full settlement and dismissal with prejudice of the Action and release of all Released Claims (as defined below), Defendants agreed to provide, and did provide, the Supplemental Disclosures concerning certain subject areas raised by Plaintiffs Counsel, which was filed with the SEC on December 2, THE SETTLEMENT HEARING 6

7 The Settlement Hearing shall be held on June 24, 2016 at 11:00 a.m., in the Superior Court of New Jersey, Bergen County, at Bergen County Courthouse, 10 Main Street, Courtroom 215, Hackensack, 07601, to: (a) determine whether the conditional class action certification should be made final; (b) determine whether the Settlement should be approved by the Court as fair, reasonable, adequate and in the best interests of the Class; (c) determine whether an Final Order and Judgment should be entered pursuant to the Stipulation; (d) consider Plaintiffs Counsel s application for an award of attorneys fees and expenses; and (e) rule on such other matters as the Court may deem appropriate. The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys fees, without further notice of any kind other than oral announcement at the Settlement Hearing or any adjournment thereof. The Court reserves the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the parties to the Stipulation and without further notice to the Class. RIGHT TO APPEAR AND OBJECT Any Class Member who objects to the Settlement, the Final Order and Judgment to be entered in the Action, and/or Plaintiffs Counsel s application for attorneys fees, or who otherwise wishes to be heard, may appear in person or by counsel at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that, except for good cause shown, no person shall be heard and no papers, briefs, pleadings or other documents submitted by any person shall be considered by the Court unless, no later than fourteen (14) days prior to the Settlement Hearing, the Class Member files with the Court at Bergen County Courthouse, 10 Main Street, Courtroom 215, Hackensack, 07601, a written statement that: (i) identifies the cases known as In re Pascack Bancorp Sec. Litig., Docket No. BER-L ; (ii) includes the Class Member s name, address, telephone number, and, if represented, the name, address and telephone number of their counsel; (iii) includes proof of membership in the Class; (iv) includes the basis for the objection; and (v) is signed by the Class Member. In addition to being filed with the Court, such filings shall be served by , hand or overnight mail on the following counsel of record: PLAINTIFFS COUNSEL STULL, STULL & BRODY Michael Klein 6 East 45th Street Fifth Floor New York, New York (212) mklein@ssbny.com DEFENDANTS COUNSEL LOWENSTEIN SANDLER LLP Robert J. Kipnees 65 Livingston Avenue Roseland, NJ (973) RKipnees@lowenstein.com Attorneys for Defendant 7

8 THE ROSEN LAW FIRM, P.A. Jacob Goldberg 101 Greenwood Avenue, Suite 440 Jenkintown, PA (215) KANTROWITZ GOLDHAMER & GRAIFMAN, P.C. Gary Graifman 210 Summit Avenue Montvale NJ (201) Attorneys for Plaintiffs Akerman, Harrison and the Class Lakeland Bancorp, Inc. ARONSOHN WEINER SALERNO BREMER & KAUFMAN, P.C. Gerald R. Salerno Richard H. Weiner Court Plaza South, East Wing 21 Main Street, Suite 100 Hackensack, NJ (201) Attorneys for Defendants Jon. F. Hanson, Bruce M. Meisel, Nancy E. Graves, Paul C. Baker, Salvatore Cocco, Jr., Daniel J. Geltrude, Jerrold B. Grossman, Mary J. Hekemian, Larry R. Inserra, Jr., Martin J. Levine, Jerome J. Lombardo, and James M. Piro WINDELS MARX LANE & MITTENDORF, LLP Robert J. Luddy 156 West 56th Street New York, NY (212) Attorneys for Defendant Pascack Bancorp, Inc. Unless the Court otherwise directs, no person shall be entitled to object to the approval of the Settlement, any judgment entered thereon, the adequacy of the representation of the Class by Plaintiffs and Plaintiffs Counsel, any award of attorneys fees, or otherwise be heard, except by serving and filing a written objection and supporting papers and documents as prescribed above. Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be barred from raising such objection in this or any other action or proceeding. Any Class Member who does not object to the Settlement or the request by Plaintiffs Counsel for an award of attorneys fees and expenses (described below) or to any other matter stated above need not do anything. THE FINAL ORDER AND JUDGMENT If the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate and in the best interests of the Class, the Settling Parties will ask the Court to enter the Final Order and Judgment, which will, among other things: a. approve the Settlement as fair, reasonable, adequate and in the best interests of the Class and direct consummation of the Settlement in accordance with its terms and conditions; b. permanently certify the Class as a non-opt out class pursuant to N.J. Court Rule 4:32-1; 8

9 c. determine that the requirements of the rules of the Court and due process have been satisfied in connection with this Notice; d. dismiss the Action with prejudice on the merits and grant the releases more fully described below in accordance with the terms and conditions of the Stipulation; e. permanently bar and enjoin Plaintiffs and all Class Members from instituting, commencing or prosecuting any of the Released Claims against any of the Released Parties (as defined below); and f. award incentive awards to Plaintiffs and attorneys fees and expenses to Plaintiffs Counsel. RELEASES Upon the Effective Date of the Settlement (i.e., the 31st day after the entry of the Final Judgment or when it is no longer subject to judicial review by appeal or otherwise), Plaintiff and each Class Member, for themselves and for their spouses and former spouses, present, former, and future heirs, executors, administrators, representatives, agents, attorneys, partners, successors, predecessors-in-interest, and assigns, will be deemed to have released and forever discharged the claims brought in this Action with prejudice, and a permanent injunction will bar, among other things, any and all manner of any and all claims, demands, losses, rights, actions, causes of action, liabilities, obligations, duties, judgments, suits, costs, expenses, matters and issues known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, of any kind or nature whatsoever, including Unknown Claims (as defined below), whether based on federal, state or foreign law, common law, the New Jersey corporate and banking statutes, regulations and laws, federal banking statutes, regulations and laws, federal or state securities statutes (except as expressly excluded below), regulations and laws, or any other statute, rule or regulation, for damages, declaratory relief, injunctive relief, equitable relief or any other remedies, that either of the Plaintiffs or any or all members of the Class has asserted, could have asserted, or in the future could or might assert in the Action or in any other proceeding whatsoever, whether individual, class, direct, derivative, representative, legal, equitable or any other type or in any other capacity, against any of the Released Parties (as defined below) which, now or hereafter, are based upon, arise out of, relate in any manner to any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims or any other matters whatsoever, or any series thereof, that were, could have been, or in the future can or might be alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, directly or indirectly, the Action or the subject matter of the Action in any court, tribunal, forum or proceeding, including, without limitation, any and all claims which are based upon, arise out of, relate in any way to, or involve, directly or indirectly, (i) the 9

10 Proposed Transaction, (ii) any deliberations or negotiations in connection with the Proposed Transaction, including the process of deliberation or negotiation by each of the Defendants and any of their respective officers, directors or advisors, (iii) the S- 4, the definitive proxy statement and prospectus or any other disclosures, SEC filings, public filings, periodic reports, press releases, or other statements issued, made available or filed relating, directly or indirectly, to the Proposed Transaction, including without limitation claims under any and all federal securities laws, including those within the exclusive jurisdiction of the federal courts (except as expressly excluded below), (iv) the fiduciary obligations of the Released Parties (as defined below) in connection with the Proposed Transaction and any alleged acts to aid and abet the breach thereof, or (v) any of the allegations in any complaint or amendment(s) thereto filed in the Action (collectively, the Settled Claims ); provided, however, that the Settled Claims shall not include: (a) the right to enforce the MOU or this Settlement, and (b) claims against Lakeland for violations of federal or state securities laws, arising from Lakeland s public disclosures, that may affect or have affected the market price for Lakeland s securities. Released Parties means, whether or not each or all of the following persons or entities were named, served with process or appeared in the Actions and except as to the claims and causes of action expressly excluded above in sub-paragraph 3(a), (i) the Defendants, (ii) the Defendants respective past, present or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, joint ventures, member firms, limited liability companies, corporations, parents, subsidiaries, divisions, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managers, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, advisors, consultants, bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, attorneys, representatives, accountants, insurers, co-insurers, reinsurers, and any other representative of any of these persons or entities, and (iii) any person or entity which is, was or will be related to or affiliated with any or all of them or in which any or all of them has, had or will have a controlling interest. Unknown Claims means any claim that either of the Plaintiffs or any member of the Class do not know or suspect exists in his, her or its favor at the time of the release of the Released Claims as against the Released Parties, including without limitation those which, if known, might have affected the decision to enter into the Settlement. With respect to any of the Released Claims, the Parties stipulate and agree that upon Final Approval of the Settlement, Plaintiffs shall, and each member of the Class shall be deemed to have, and by operation of the final order and judgment by the Court shall have, expressly waived, relinquished and released any and all provisions, rights and benefits conferred by or under Cal. Civ. Code 1542 or 10

11 any law of the United States or any state of the United States or territory of the United States, or principle of common law, which is similar, comparable or equivalent to 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. In entering the Settlement, Plaintiffs acknowledged, and the members of the Class by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of Plaintiffs, and by operation of law Class Members, to completely, fully, unconditionally, finally and forever settle and release any and all Released Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Plaintiffs acknowledge, and the Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of Unknown Claims in the definition of Released Claims was separately bargained for and was a material element of the Settlement and was relied upon by each and all of Defendants in entering into the Settlement Agreement. The Parties acknowledge, however, that Unknown Claims do not include claims against Lakeland for violations of federal or state securities laws, arising from Lakeland s public disclosures that may affect or have affected the market price for Lakeland s securities. In addition, Defendants will irrevocably release, waive, and forever forgo, and shall be barred from asserting any claims or sanctions, known or unknown, accrued or unaccrued, against Plaintiffs or Plaintiffs Counsel in connection with the initiation, prosecution, litigation, resolution or settlement of the Action, and such claims or potential claims shall be understood to be included in the Settled Claims. ATTORNEYS FEES AND EXPENSES AND INCENTIVE AWARDS Plaintiffs Co-Lead Counsel, on behalf of Plaintiffs Counsel, shall apply to the Court for an award of fees and expenses of no more than $92,000 (the Fee Application ), which Defendants shall not oppose. Any fee and expense award shall be distributed by Plaintiffs Co-Lead Counsel in Plaintiffs Co-Lead Counsel s sole discretion. The Settlement is, in no way whatsoever, contingent upon an award of attorneys fees. Subject to Court approval, as part of the Settlement, Pascack, Lakeland, or their insurers, shall pay or cause to be paid to Plaintiffs Co-Lead Counsel no more than the Court shall approve, up to and including $92,000 in fees and expenses in the aggregate, such amount being paid to Plaintiffs Co-Lead Counsel solely by Pascack, its successors-in-interest, or its insurer, within ten (10) business days after the date that the Court s approval 11

12 of the Fee Application becomes final and unappealable, whether by affirmance on or exhaustion of any possible appeal, review or reargument to the New Jersey Supreme Court by lapse of time or otherwise. The Fee Application will be the only source for attorneys fees and reimbursement of expenses for Plaintiffs, Plaintiffs Counsel, or counsel for any other Class Member. Defendants reserve the right to oppose any other application made by Plaintiffs Counsel, or by any other person for any award of attorneys fees or out-of-pocket expenses. The disposition of the Fee Application is not a material term of this Stipulation, and it is not a condition of this Stipulation that such application be granted. The Fee Application may be considered separately from the proposed Settlement. Any disapproval or modification of the Fee Application by the Court or on appeal shall not affect or delay the enforceability of this Stipulation, provide any of the Parties with the right to terminate the Settlement, or affect or delay the binding effect or finality of the Judgment. Plaintiffs reserve the right to seek an incentive payment, not to exceed $1,000 each, related to their service as class representatives. In seeking that award, Plaintiffs will ask for no additional amount from the Defendants. Rather, Plaintiffs will seek any such incentive payment as a reduction to whatever fee the Court ultimately awards to their counsel. Except as provided above, Defendants shall have no obligation to pay or reimburse any fees, expenses, costs or damages alleged or incurred by Plaintiffs, by any members of the Class, or by their attorneys, experts, advisors, or representatives with respect to the Released Claims defined herein. Notwithstanding any other provisions herein, unless otherwise ordered by the Court, no fees or expenses shall be paid to Plaintiffs Counsel absent the Court entering the Final Order and Judgment, including the Releases substantially in the form herein. NOTICE TO PERSONS OR ENTITIES THAT HELD OWNERSHIP ON BEHALF OF OTHERS Brokerage firms, banks and/or other persons or entities who held shares of the common stock of Pascack during the period from and including August 4, 2015 through December 14, 2015 the benefit of others are requested to promptly send this Notice to all of their respective beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial owners, any requests for such copies may be made to Class Action Administrator, Donlin, Recano & Company, Inc., P.O. Box , Blythebourne Station Brooklyn, NY 11219, Telephone number (212) , Attention Class Action Department or DRCClassaction@donlinrecano.com 12

13 SCOPE OF THIS NOTICE AND ADDITIONAL INFORMATION The foregoing description of the Settlement Hearing, the Action, the terms of the Settlement and other matters described herein do not purport to be comprehensive. Accordingly, Class Members are referred to the documents filed with the Court in the Action. PLEASE DO NOT WRITE OR CALL THE COURT. Inquiries or comments about the Settlement, or requests for any of the documents filed, should be directed to the attention of Plaintiffs Counsel as follows: Jacob A. Goldberg THE ROSEN LAW FIRM, P.A. 101 Greenwood Avenue, Suite 440 Jenkintown, PA Michael Klein STULL, STULL & BRODY 6 East 45th Street Fifth Floor New York, New York mklein@ssbny.com Dated: April BY ORDER OF THE COURT /s/ Register 13