Exhibit 99.1 

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

Exhibit 99.2

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

STIPULATION OF SETTLEMENT

This Stipulation of Settlement, dated May 3, 2019 (the “Stipulation”), is made and entered into by and among the following Settling Parties in this consolidated shareholder derivative action, by and through their respective counsel of record: (i) plaintiffs Irving Feldbaum and Michael Rubin (“Plaintiffs”), individually and derivatively on behalf of nominal defendant Misonix, Inc. (“Misonix” or the “Company”); (ii) nominal defendant Misonix; and (iii) individual defendants Stavros G. Vizirgianakis; Richard A. Zaremba; John W. Gildea; Charles Miner III; Patrick A. McBrayer; Thomas M. Patton; Michael A. McManus, Jr.; and T. Guy Minetti (collectively, the “Individual Defendants,” and together with Misonix the “Defendants”). ¹ This Stipulation is intended by the Settling Parties ² to fully, finally, and forever resolve, discharge, and settle the Released Claims, subject to the terms and conditions set forth herein.

Misonix is a New York Corporation that principally conducts the business of designing, manufacturing, developing, and marketing therapeutic ultrasonic products for neurosurgical, spinal, advanced wound care, and general surgical procedures. Misonix’s stock is traded on the NasdaqGM under the ticker symbol “MSON.”

¹ Collectively, Plaintiffs, the Individual Defendants and Misonix are referred to as the Settling Parties.

² All capitalized terms not otherwise defined are defined in section V.1.

On June 6, 2017, and June 16, 2017, Plaintiffs Feldbaum and Rubin, respectively, filed verified shareholder derivative complaints on behalf of Misonix with the Court. The Plaintiffs’ complaints asserted claims, derivatively on behalf of Misonix, against the Individual Defendants for: (i) violation of Section 14(a) of the Securities Exchange Act of 1934; (ii) breach of fiduciary duty, (iii) gross mismanagement, (iv) unjust enrichment; and (v) waste of corporate assets. Plaintiffs also sought to cause the enactment of material enhancements to the Company’s internal controls and corporate governance practices, in particular with regard to, among other things, the Company’s compliance with the Foreign Corrupt Practices Act (“FCPA”), so that the alleged damage to the Company would not recur. Defendants deny each and every claim alleged by Plaintiffs.

On July 21, 2017, the Court entered an order consolidating the two cases under the caption In re Misonix, Inc. Stockholder Derivative Litigation, Civil Action NO. 2:17-cv-03385-ADS-AYS. Pursuant to the order, the Court also appointed the Plaintiffs as Lead Plaintiffs, and appointed Robbins Arroyo LLP and WeissLaw LLP as Co-Lead Counsel for Plaintiffs in the consolidated action.

The parties began exploring the possibility of a resolution of the Action in August of 2017. Over the course of more than five months, the parties negotiated corporate governance enhancements addressing the Company’s internal controls relating to FCPA compliance, among other reforms. In order to facilitate the parties’ discussions, the Company provided Plaintiffs with nonpublic documents reflecting analyses of the Company’s prior and existing internal controls, certain actions being taken by the Company with respect to the FCPA issues raised in this litigation, and the status of the Company’s efforts to enhance its internal controls. The parties’ negotiations included numerous telephonic conferences and exchanges of draft corporate governance proposals.

As a result of the parties’ efforts, on April 6, 2018, the parties agreed in principle on a set of corporate governance reforms that, among other things, will enhance the Company’s internal controls relating to FCPA compliance and corporate governance best practices (the “Corporate Governance Reforms”). Exhibit 1. The Company has agreed to maintain the reforms for a period of at least six (6) years.

After the parties had agreed in principle on the substantive consideration for the settlement, they began to discuss a reasonable attorneys’ fees and expense amount to be paid to Plaintiffs’ Counsel for their efforts in prosecuting the derivative action and negotiating the material Corporate Governance Reforms. Despite the parties’ good faith efforts, they were unable to reach an agreement on attorneys’ fees on their own. The parties then agreed to mediate the attorneys’ fees issue with Michelle Yoshida, a mediator with extensive experience in derivative and other shareholder litigation. After months of mediated negotiations, Ms. Yoshida made a “mediator’s recommendation” of $500,000 in attorneys’ fees and expenses to be paid to Plaintiffs’ Counsel. All parties agreed to accept the mediator’s recommendation.

Plaintiffs believe that the Action has substantial merit, and Plaintiffs’ entry into this Stipulation and Settlement is not intended to be and shall not be construed as an admission or concession concerning the relative strength or merit of the claims alleged in the Action. However, Plaintiffs and Plaintiffs’ Counsel recognize and acknowledge the significant risk, expense, and length of continued proceedings necessary to prosecute the Action against the Individual Defendants through trial and possible appeals. Plaintiffs’ Counsel has also taken into account the uncertain outcome and the risk of any litigation, especially in complex cases such as the Action, as well as the difficulties and delays inherent in such litigation. Plaintiffs’ Counsel are also mindful of the inherent problems of pleading demand futility and thereby establishing standing to pursue derivative claims on the Company’s behalf, and the possible defenses to the claims alleged in the Action.

Plaintiffs’ Counsel have conducted extensive investigation and analysis, including, inter alia : (i) reviewing Misonix’s press releases, public statements, SEC filings, and securities analysts’ reports and advisories about the Company; (ii) reviewing related media reports about the Company; (iii) researching applicable law with respect to the claims alleged in the Action and potential defenses thereto; (iv) preparing and filing derivative complaints; (v) conducting damages analyses; (vi) reviewing and analyzing confidential nonpublic documents produced by the Defendants in this Action; and (vii) negotiating this Settlement with Defendants, including researching corporate governance best practices – as well as, in particular, best practices for ensuring FCPA compliance – and negotiating the Corporate Governance Reforms. Based on Plaintiffs’ Counsel’s thorough review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, Plaintiffs’ Counsel believe that the Settlement set forth in this Stipulation is fair, reasonable, and adequate, and confers substantial benefits upon Misonix and its shareholders. Based upon Plaintiffs’ Counsel’s evaluation, Plaintiffs have determined that the Settlement is in the best interests of Misonix and its shareholders and has agreed to settle the Action upon the terms and subject to the conditions set forth herein.

Defendants have denied and continue to deny each and all of the claims and contentions alleged by Plaintiffs in the Action. The Individual Defendants have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged in the Action.

Nonetheless, the Defendants have concluded that it is desirable for the Action to be fully and finally settled in the matter and upon the terms and conditions set forth in this Stipulation. Defendants have also taken into account the uncertainty and risks inherent in any litigation, especially in complex shareholder derivative cases like the Action. Defendants have, therefore, determined that it is in their best interests, and Misonix and the Misonix Board of Directors have determined that it is in the best interest of Misonix, for the Action to be settled in the manner and upon the terms and conditions set forth in this Stipulation.

Neither this Stipulation, nor any of its terms or provisions, nor entry of the Judgment, nor any document or exhibit referred or attached to this Stipulation, nor any action taken to carry out this Stipulation, is, may be construed as, or may be used as evidence of the validity of any of the Released Claims or an admission by or against the Individual Defendants of any fault, wrongdoing, or concession of liability whatsoever.

Misonix, acting through nondefendant officers, and in consultation with outside counsel, reviewed the allegations and the Settlement terms, and in a good faith exercise of business judgment determined the terms of the Settlement and each of its terms, as set forth in this Stipulation of Settlement, to be in the best interests of Misonix.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the undersigned counsel for the Settling Parties herein, in consideration of the benefits flowing to the Settling Parties from the Settlement, and subject to the approval of the Court pursuant to Rule 23.1 of the Federal Rules of Civil Procedure, that the claims asserted in the Action and the Released Claims shall be finally and fully compromised, settled, and released, and the Action shall be dismissed with prejudice and with full preclusive effect as to all Settling Parties, upon and subject to the terms and conditions of this Stipulation, as set forth below.

As used in this Stipulation, the following terms have the meanings specified below:

1.1              “Action” means this shareholder derivative action styled as “Consolidated Action.”

1.2              “Court” means the U.S. District Court for the Eastern District of New York.

1.3              “Current Misonix Shareholders” means any Person who owned Misonix common stock as of the date of the execution of this Stipulation and continues to hold that Misonix common stock as of the date of the Settlement Hearing, excluding the Individual Defendants, the officers and directors of Misonix, members of their immediate families, and their legal representatives, heirs, successors, or assigns, and any entity in which Individual Defendants have or had a controlling interest.

1.4              “Defendants” means, collectively, nominal defendant Misonix and the Individual Defendants.

1.5              “Defendants’ Counsel” means the law firm of Williams & Connolly LLP and Kramer Levin Naftalis & Frankel LLP.

1.6              “Effective Date” means the date by which the events and conditions specified in paragraph 6.1 of this Stipulation have been met and have occurred.

1.7              “Fee and Expense Amount” means the agreed-upon amount of $500,000 for attorneys’ fees and expense reimbursement to be paid to Plaintiffs’ Counsel, subject to Court approval, as described in paragraph 4.1 of this Stipulation.

1.8              “Final” means the date upon which the last of the following shall occur with respect to the Judgment approving this Stipulation, substantially in the form of Exhibit B attached hereto: (1) the expiration of the time to file a notice of appeal from the Judgment; or (2) if an appeal has been filed, the court of appeals has either affirmed the Judgment or dismissed that appeal and the time for any reconsideration or further appellate review has passed; or (3) if a higher court has granted further appellate review, that court has either affirmed the underlying Judgment or affirmed the court of appeal’s decision affirming the Judgment or dismissing the appeal. For purposes of this paragraph, an “appeal” shall not include any appeal that concerns only the issue of the Fee and Expense Amount or the payment of a service award. Any proceeding or order, or any appeal or petition for a writ of certiorari pertaining solely to the application for attorneys’ fees, costs, or expenses, shall not in any way delay or preclude the Judgment from becoming Final.

1.9              “Individual Defendants” means any and all individuals who are defendants in the Action, including defendants Stavros G. Vizirgianakis, Richard A. Zaremba, John W. Gildea, Charles Miner III, Patrick A. McBrayer, Thomas M. Patton, Michael A. McManus, Jr., and T. Guy Minetti.

1.10          “Judgment” means the Order and Final Judgment to be rendered by the Court, substantially in the form attached hereto as Exhibit B.

1.11          “Notice” means the Notice of Proposed Settlement and of Settlement Hearing, substantially in the form attached hereto as Exhibit A-1.

1.12          “Person” means an individual, corporation, limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof and any business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees.

1.13          “Plaintiffs” means Irving Feldbaum and Michael Rubin.

1.14          “Plaintiffs’ Counsel” means the law firms of Robbins Arroyo LLP; and WeissLaw LLP.

1.15          “Misonix” or the “Company” means nominal defendant Misonix, a New York Corporation, and its affiliates, subsidiaries, predecessors, successors, and assigns.

1.16          “Related Persons” means: (i) with regard to each Individual Defendant, the Individual Defendants’ spouses, marital communities, immediate family members, heirs, executors, personal representatives, estates, administrators, trusts, predecessors, successors, and assigns or other individual or entity in which any Individual Defendant has a controlling interest, and each and all of their respective past and present officers, directors, employees, agents, affiliates, parents, subsidiaries, divisions, attorneys, accountants, auditors, advisors, insurers, co-insurers, re-insurers, heirs, executors, personal representatives, estates, administrators, trusts, predecessors, successors, and assigns; and (ii) with regard to Misonix, all past or present agents, officers, directors, attorneys, accountants, auditors, advisors, insurers, co-insurers, reinsurers, partners, controlling shareholders, joint venturers, related or affiliated entities, advisors, employees, affiliates, predecessors, successors, parents, subsidiaries, insurers, and assigns.

1.17          “Released Claims” means any and all actions, suits, claims, debts, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown (including Unknown Claims (as defined in paragraph 1.24 below)), accrued or un-accrued, liquidated or un-liquidated, matured or un-matured, whether or not concealed or hidden, asserted or un-asserted, existing directly or derivatively on behalf of Misonix, by Plaintiffs or any other shareholder of Misonix, with respect to any and all conduct, matters, transactions, filings, or occurrences that (i) were alleged in the Action; (ii) arise from or related to any of the conduct, matters, transactions, filings, or occurrences that were alleged in the Action; (iii) could have been asserted with respect to any of the matters, transactions, filings, or occurrences that were alleged in the Action, or (iv) arise out of or relate to the defense, prosecution, settlement, or resolution of the Action, including the Settlement. Excluded from the term “Released Claims” are (i) all claims alleged in the Securities Class Action, (ii) any claims to enforce the Settlement, and (iii) any claims brought under or reserved by the agreements or by-laws identified in paragraph 5.4.

1.18          “Released Persons” means, collectively, Misonix, the Individual Defendants, and their Related Persons. “Released Person” means, individually, any of the Released Persons.

1.19          “Releasing Parties” means Plaintiffs, all other Current Misonix Shareholders, Plaintiffs’ Counsel, Defendants’ Counsel, and Defendants. “Releasing Party” means, individually, any of the Releasing Parties.

1.20          “Settlement” means the settlement and compromise of the Action as provided for herein.

1.21          “Settlement Hearing” means the hearing or hearings at which the Court will review the adequacy, fairness, and reasonableness of the Settlement and determine whether to enter a Judgment that is in substance materially the same as the [Proposed] Judgment attached hereto as Exhibit B, including the Fee and Expense Amount.

1.22          “Settling Parties” means, collectively, Plaintiffs and Defendants. “Settling Party” means, individually, any of the Settling Parties.

1.23          “Summary Notice” means the Summary Notice of Pendency and Proposed Settlement of Shareholder Derivative Action, substantially in the form attached hereto as Exhibit A-2.

1.24          “Unknown Claims” means any Released Claim(s) which Plaintiffs or Defendants do not know of or suspect to exist in his, her, or its favor at the time of the release of the Released Persons. With respect to any and all Released Claims, the Settling Parties agree that upon the Effective Date, the Settling Parties expressly waive the provisions, rights and benefits conferred by or under California Civil Code section 1542, or any other law of the United States or any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to section 1542, which provides:

A general release does not extend to claims which the creditor OR RELEASING PARTY 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 WOULD have materially affected his or her settlement with the debtor OR RELEASING PARTY.

The Settling Parties acknowledge that they may hereafter discover facts in addition to or different from those now known or believed to be true by them, with respect to the subject matter of the Released Claims, but it is the intention of the Settling Parties to completely, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all Released Claims, known or unknown, suspect or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which do now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. The Settling Parties acknowledge that the foregoing waiver was separately bargained for and is a key element of this Stipulation of which this release is a part.

2.1             As a result of the filing, prosecution, and settlement of the Action, Misonix shall, within thirty (30) days of final approval of the Settlement, and to the extent not already accomplished, take all necessary steps to ensure adherence to the Corporate Governance Reforms identified in Exhibit 1 attached hereto. Misonix and the Individual Defendants acknowledge and agree that the Corporate Governance Reforms identified in Exhibit 1 are significant and confer substantial benefits upon Misonix and its shareholders. Misonix and the Misonix Board of Directors acknowledge the Action was: a factor in the personnel changes at Misonix outlined in Exhibit 1, § I.A; a material factor in the corporate governance enhancements outlined in Exhibit 1, §I.C; and a substantial and material factor in the Board’s decision to implement and maintain the corporate governance enhancements outlined in Exhibit 1, § II.

3.1             Promptly after execution of this Stipulation, the Settling Parties shall submit this Stipulation together with its exhibits to the Court and shall jointly apply for entry of an order (the “Preliminary Approval Order”), substantially in the form of Exhibit A attached hereto, requesting: (i) preliminary approval of the Settlement set forth in this Stipulation; (ii) approval of the form and manner of providing Notice of the Settlement to Current Misonix Shareholders; and (iii) a date for the Settlement Hearing, approximately forty-five (45) days from the date of entry of the Preliminary Approval Order, pursuant to Rule 23.1 of the Federal Rules of Civil Procedure.

3.2             Notice to Current Misonix Shareholders shall consist of a Notice of Pendency and Proposed Settlement of Shareholder Derivative Action (“Notice”), which includes the general terms of the Settlement set forth in this Stipulation and the date of the Settlement Hearing, substantially in the form attached hereto as Exhibit A-1, as well as a Summary Notice of Pendency and Proposed Settlement of Shareholder Derivative Action (“Summary Notice”), substantially in the form attached hereto as Exhibit A-2.

3.3             Within ten (10) business days after the entry of the Preliminary Approval Order, Misonix shall cause the Stipulation of Settlement and Notice to be filed with the SEC along with a Current Report on Form 8-K or other appropriate filing, and Misonix shall publish the Summary Notice one time in the national edition of Investors’ Business Daily . For a period of forty-five (45) days following the date of entry of the Preliminary Approval Order, Misonix shall also publish the Stipulation of Settlement and Notice on an Internet page that Misonix shall create for this purpose, which shall be accessible via a link on the “Investor Relations” page of Misonix’s website, the address of which shall be contained in the Notice and Summary Notice. The Settling Parties believe the content and manner of the Notice, as set forth in this paragraph, constitutes adequate and reasonable notice to Current Misonix Shareholders pursuant to applicable law and due process. Misonix shall undertake the administrative responsibility for giving the Notice to Current Misonix Shareholders and shall be solely responsible for paying the costs and expenses related to providing such Notice to its current shareholders. If additional notice is required by the Court, then the cost and administration of such additional notice will be borne by Misonix. At least twenty-one days prior to the Settlement Hearing, Defendants’ Counsel shall file with the Court an appropriate affidavit or declaration attesting to the filing and posting the Notice and Summary Notice in accordance with the terms of this Stipulation and the Preliminary Approval Order.

3.4             Pending the Court’s determination as to final approval of the Settlement, Plaintiffs are barred and enjoined from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any Released Claim against any of the Released Persons.

4.1               In recognition of the substantial benefits conferred upon Misonix as a direct result of the prosecution and Settlement of the Action, and subject to Court approval, the Individual Defendants shall cause their insurers to pay Plaintiffs’ Counsel the agreed-to amount of $500,000 (the “Fee and Expense Amount”) in accordance with the terms set forth herein. The Fee and Expense Amount shall constitute final and complete payment for Plaintiffs’ attorneys’ fees and expenses that have been incurred or will be incurred in connection with the Action. The Fee and Expense Amount shall be funded to Robbins Arroyo LLP and WeissLaw LLP, within twenty (20) business days of the later of (a) the entry of the Final Approval Order, and (b) the provision by Robbins Arroyo LLP and WeissLaw LLP of all required wire instructions to include ABA number, SWIFT Code and bank name, address and account number, as well as W-9 form(s) notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof.

4.2               The Settling Parties further stipulate that Plaintiffs’ Counsel may apply to the Court for a service award of up to $6,000 for Plaintiffs ($3,000 for each Plaintiff), only to be paid upon Court approval, and to be paid only from Plaintiffs’ Counsel’s Fee and Expense Amount in recognition of Plaintiffs’ participation and effort in the prosecution of the Action. The failure of the Court to approve any requested service award, in whole or in part shall have no effect on the Settlement set forth in this Stipulation. Neither Misonix nor any of the Individual Defendants shall be liable for any portion of any service award.

4.3               In the event that the Judgment fails to become Final as defined in paragraph 1.8 herein, then it shall be the obligation of Plaintiffs’ Counsel to make appropriate refunds or repayments to the Defendants’ insurers of any attorneys’ fees and expenses previously paid within ten business days from receiving notice from Defendants’ Counsel or from a court of appropriate jurisdiction.

5.1              Upon the Effective Date, the Releasing Parties shall be deemed to have fully, finally, and forever released, relinquished, and discharged the Released Claims (including Unknown Claims) against the Released Persons and any and all claims arising out of, relating to, or in connection with the defense, settlement, or resolution of the Action against the Released Persons, except as provided in paragraph 5.4. Nothing herein shall in any way impair or restrict the rights of any Settling Party to enforce the terms of this Stipulation.

5.2              Upon the Effective Date, the Releasing Parties shall be deemed to have fully, finally, and forever released, relinquished, and discharged Plaintiffs and Plaintiffs’ Counsel from all claims (including Unknown Claims), arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement, or resolution of the Action or the Released Claims.

5.3              Nothing herein shall in any way impair or restrict the rights of any Settling Party to enforce the terms of this Stipulation.

5.4              Notwithstanding the foregoing, nothing herein shall (a) release Misonix of any obligation to indemnify any or all of the Individual Defendants under any indemnification, severance, employment, retirement, or release agreement, or as mandated under Misonix’s articles of incorporation or bylaws; or (b) alter, amend, or modify any of the terms, conditions, or provisions under any indemnification, severance, employment, retirement, or release agreement between any of the Individual Defendants and Misonix. The Individual Defendants and Misonix agree that any indemnification, severance, employment, retirement, or release agreement between any of the Individual Defendants and Misonix are not affected by this Stipulation.

6.1              The Effective Date of this Stipulation shall be conditioned on the occurrence of all of the following events:

a.            Board approval of the Settlement;

b.            Court entry of the Preliminary Approval Order;

c.            Court approval of the method of providing Notice of the proposed Settlement to Current Misonix Shareholders, as set forth in paragraph 3.2, and a hearing as required by Rule 23.1 of the Federal Rules of Civil Procedure;

d.            final approval of the Settlement by the Court following notice to Current Misonix Shareholders and the Settlement Hearing contemplated by the Stipulation;

e.            Court entry of the Judgment, in all material respects in the form set forth as Exhibit B annexed hereto, approving the Settlement and dismissing the Action with prejudice, without awarding costs to any party, except as provided herein;

f.            Court approval and payment of the Fee and Expense Amount in accordance with paragraph 4; and

g.            the passing of the date upon which the Judgment becomes Final.

6.2              The Settling Parties: (a) acknowledge that it is their intent to consummate this Stipulation; (b) agree to act in good faith and cooperate to take all reasonable and necessary steps to expeditiously implement the terms and conditions of this Stipulation; and (c) agree to not take any actions to terminate or cause Court disapproval of the Stipulation. If, after making such good faith and cooperative efforts and taking all reasonable and necessary steps to expeditiously implement the terms and conditions of this Stipulation, any of the terms and conditions specified above in paragraph 6.1 are not met, then this Stipulation shall be canceled and terminated subject to paragraph 6.3, unless counsel for the Settling Parties mutually agree in writing to proceed with this Stipulation.

6.3              If this Stipulation is canceled or terminated as set out in paragraph 6.2 or fails to become Final in accordance with its terms: (a) all Settling Parties and Released Persons shall be restored to their respective positions in the Action as of the date of the execution of this Stipulation; (b) all releases delivered in connection with this Stipulation shall be null and void, except as otherwise provided for in this Stipulation; (c) the Fee and Expense Amount paid to Plaintiffs’ Counsel shall be refunded and returned within thirty (30) calendar days; and (d) all negotiations, proceedings, documents prepared, and statements made in connection herewith shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an admission by a Settling Party of any act, matter, or proposition, and shall not be used in any manner for any purpose in any subsequent proceeding in the Action or in any other action or proceeding. In such event, the terms and provisions of this Stipulation shall have no further force and effect with respect to the Settling Parties and shall not be used in the Action or in any other proceeding for any purpose.

7.1              The Settling Parties intend this Settlement to be a final and complete resolution of all disputes between them with respect to the Action. The Settlement comprises claims that are contested and shall not be deemed an admission by any Settling Party as to the merits of any claim, allegation, or defense. The Settling Parties and their respective counsel agree that at all times during the course of the litigation, each has complied with the requirements of the applicable laws and rules of the Court, including, without limitation, Rule 11 of the Federal Rules of Civil Procedure.

7.2              Each of the Individual Defendants denies and continues to deny all allegations of wrongdoing or liability against himself or herself arising out of any conduct, statements, acts, or omissions alleged, or which could have been alleged, in the Action. The existence of the provisions contained in this Stipulation shall not be deemed to prejudice in any way the respective positions of the Settling Parties with respect to the Action, shall not be deemed a presumption, a concession, or admission by any of the Settling Parties of any fault, liability, or wrongdoing as to any facts, claims, or defenses that have been or might have been alleged or asserted in the Action or with respect to any of the claims settled in the Action, or any other action or proceeding, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by any person in the Action, or in any other action or proceeding, except for any litigation or judicial proceeding arising out of or relating to this Stipulation or the Settlement whether civil, criminal, or administrative, for any purpose other than as provided expressly herein.

7.3              In the event that any part of the Settlement is found to be unlawful, void, unconscionable, or against public policy by a court of competent jurisdiction, the remaining terms and conditions of the Settlement shall remain intact.

7.4              This Stipulation may be modified or amended only by a writing signed by the signatories hereto.

7.5              This Stipulation shall be deemed drafted equally by all Settling Parties.

7.6          No representations, warranties, or inducements have been made to any of the Settling Parties concerning this Stipulation or its exhibits other than the representations, warranties, and covenants contained and memorialized in such documents.

7.7          Each counsel or other Person executing this Stipulation or its exhibits on behalf of any of the Settling Parties hereby warrants that such Person has the full authority to do so.

7.8          The exhibits to this Stipulation are material and integral parts hereof and are fully incorporated herein by this reference.

7.9          This Stipulation and the exhibits attached hereto constitute the entire agreement among the Settling Parties with respect to the subject matter hereof and supersede all prior and contemporaneous oral and written agreements and discussions.

7.10        In the event that there exists a conflict or inconsistency between the terms of this Stipulation and the terms of any exhibit hereto, the terms of this Stipulation shall prevail.

7.11        This Stipulation may be executed in one or more counterparts, including by signature transmitted by facsimile or e-mailed PDF files. Each counterpart, when so executed, shall be deemed to be an original, and all such counterparts together shall constitute the same instrument.

7.12        This Stipulation shall be considered to have been negotiated, executed and delivered, and to be wholly performed, in the State of New York, and the rights and obligations of the parties to this Stipulation shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the State of New York without giving effect to that State’s choice of law principles.

7.13        The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Stipulation, and the Settling Parties and their counsel submit to the jurisdiction of the Court solely for purposes of implementing and enforcing the Settlement embodied in this Stipulation.

IN WITNESS WHEREOF, the Settling Parties have caused this Stipulation to be executed by their duly authorized attorneys.