COURT OF CHANCERY

OF THE

STATE OF DELAWARE

J OSEPH R. S LIGHTS III

V ICE C HANCELLOR 417 S. State Street

Dover, Delaware 19901

Telephone: (302) 739

- 4397

Facsimile: (302) 739

- 6179

June 29, 2016

Sidney S. Liebesman, Esquire David L. Finger, Esquire

Montgomery, McCracken, Walker Finger & Slanina, LLC

& Rhoads, LLP One Commerce Center

1105 North Market Street, Suite 1500 1201 N. Orange Street, 7th Fl.

Wilmington, DE 19801 Wilmington, DE 19801

Robert D. Goldberg, Esquire Kath leen M. Miller, Esquire

Biggs and Battaglia Smith, Katzenstein & Jenkins LLP

921 North Orange Street 1000 West Street, Suite 1501

Wilmington, DE 19801 Wilmington, DE 19801

Re: Smollar v. Potarazu

C.A. No. 10287

- VCS

Date Submitted: May 23, 2016

Dear Counsel:

V italSpring Technologies, Inc. (“VitalSpring”) stockholders

, Britt Family

Investments LLC, Jeff Waters, and the Kenneth F. Logue Re vocable Declaration

of Trust DTD (“Movants”) have brought a Motion to I ntervene as representativeSmollar v. Potarazu

C.A. No. 10287

- VCS

June 29, 2016

Page 2

plaintiffs in this derivative action pursuant to Court of Chancery Rule 24 (the

“Motion”)

. The Motion currently stands unopposed. 1

Intervention as of right is appropriate , pur suant to Court of Chancery

Rule 24, “ when the applicant claims an interest relat ing to the

. . . transaction

which is the subject of the action and

. . . the disposition of the action may

. . .

impede the applicant ’ s ability to protect that interest, unless the applicant’ s interest

is adequately represented by existing parties. ” 2 A s VitalSpring stockholders,

Movants have an “ interest ” in pursuing VitalSpring’s claims of wrongdoing

(including breach of fiduciary duty, misappropriation of assets and waste) against

the d efendant , Sreedhar Potarazu

, as initially asserted in a complaint filed by

Marvin Smollar in October 2014

. 3

1 Tr. of Oral Arg. on Pl.’s Mot. for an Interim Award of Att’ys’ Fees and Expen ses ; Britt

Family Investors LLC, Jeff Waters, and the Kenneth F. Logue Revocable Decl. of Trust

DTD’s Am. Mot. to Intervene , at 65.

2 Ct. Ch. R. 24.

3 See United Rentals, Inc. v. RAM Hldgs., Inc. , 2007 W L 4327770, at *1 (Del. Ch.

Nov. 29, 2007) ( “Consideration of an inte rvener’ s standing is implicit in the court’s

analysis of the elements of Rule 24.”).Smollar v. Potarazu

C.A. No. 10287

- VCS

June 29, 2016

Page 3

By opinion and order of today’s date, the Court has granted a motion to

disqualify Mr. Smollar and his counsel from further participation in this litigation.

Consequently, Movants’ interests are no longer “ adequ ately represented by

existing parties

. ” 4 T heir ability to protect their interest s , as well as the interest s of

all similarly situated VitalSpring stockholders, in pursuing a final resolution of this

action will be impaired unless and until an other representative plaintiff intervene s

.

Accordingly, Movants are entitled to intervene as a matter of right, and the Motion

must be granted. 5

IT IS SO ORDERED.

Very truly yours,

/s/ Joseph R. Slights III

4 Ct. Ch. R. 24.

5 Michelson v. Duncan , 1980 WL 273542, at *2 (Del. Ch. Apr. 1, 1980) (allowing the

movant to intervene as a matter of right following former plaintiff’s d isqualification, and

holding that because he has the right to intervene, “he should not be compelled to

undergo discovery, at this time, as to issues other than the issue of whether he is in fact

now a stockholder of [the company] and was such at the time of the transactions which

are the subject of this suit”).