IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF OHIO

STIPULATION AND [PROPOSED] ORDER OF DISMISSAL

WHEREAS, on May 7, 2018 plaintiff Jordan Rosenblatt (“Rosenblatt”) filed a Complaint 

for violation of the Securities Exchange Act of 1934 (the “Complaint”) in the above-captioned 

action (the “Action”) against Infinity Property and Casualty Corporation (“Infinity”), James R. 

Gober, Glen N. Godwin, Victor Thomas Adamo, Richard J. Bielen, Angela Brock-Kyle, Teresa 

A. Canida, Harold E. Layman, E. Robert Meaney, James L. Weidner, Samuel J. Weinhoff 

Kemper Corporation (“Kemper”), and Vulcan Sub, Inc. (collectively, “Defendants”);

WHEREAS, the Complaint alleged violations of the Securities Exchange Act of 1934 in 

connection with the Defendants’ joint proxy statement/prospectus contained in the Form S-4 

Registration Statement Defendants filed with the United States Securities and Exchange 

Commission (“SEC”) on April 4, 2018 (subsequently amended on April 24, 2018 (the 

“Registration Statement”) in connection with a transaction where the minority shares of common 

JORDAN ROSENBLATT, Individually and 

On Behalf of All Others Similarly Situated,

Plaintiff,

v.

INFINITY PROPERTY AND CASUALTY 

CORPORATION, JAMES R. GOBER, 

GLEN N. GODWIN, VICTOR THOMAS 

ADAMO, RICHARD J. BIELEN, ANGELA 

BROCK-KYLE, TERESA A. CANIDA, 

HAROLD E. LAYMAN, E. ROBERT 

MEANEY, JAMES L. WEIDNER, SAMUEL 

J. WEINHOFF KEMPER CORPORATION, 

and VULCAN SUB, INC., 

Defendants.

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Case No. 1:18-cv-00315-MRB

JURY TRIAL DEMANDED

CLASS ACTION

Case: 1:18-cv-00315-MRB Doc #: 4 Filed: 08/03/18 Page: 1 of 4 PAGEID #: 30
stock of Infinity were acquired by defendant Kemper and his affiliated entities (the 

“Transaction”);

WHEREAS, on May 22, 2018, Defendants filed a Form 8-K with the SEC that included 

additional information relating to the Transaction that addressed and mooted Plaintiff’s claims 

regarding the sufficiency of the disclosures in the Registration Statement (the “Mooted Claims”);

WHEREAS, Plaintiff’s counsel intends to assert a claim for mootness fees and expenses 

in connection with the Mooted Claims (the “Fee Application”), and seek Court intervention if the 

parties cannot resolve Plaintiff’s Fee Application; 

WHEREAS, all of the Defendants in the Action reserve all rights, arguments, and 

defenses, including the right to oppose any potential Fee Application;

WHEREAS, no class has been certified in the Action;

WHEREAS, Defendants have denied and continue to deny any wrongdoing and contend 

that no claim asserted in the Action was meritorious; 

NOW, THEREFORE, upon consent of the parties and subject to the approval of the 

Court:

IT IS HEREBY ORDERED this day of , 2018 that:

1. All claims asserted in the Action are dismissed, with prejudice as to Plaintiff only. 

All claims on behalf of the putative class are dismissed without prejudice. 

2. Because the dismissal is with prejudice as to Plaintiff only, and not on behalf of a 

putative class, notice of this dismissal is not required. 

3. The Court retains jurisdiction of the Action solely for the purpose of determining 

Plaintiff’s anticipated Fee Application, if filed.

Case: 1:18-cv-00315-MRB Doc #: 4 Filed: 08/03/18 Page: 2 of 4 PAGEID #: 31
4. This Order is entered without prejudice to any right, position, claim, or defense 

any party may assert with respect to the Fee Application, which includes the Defendants’ right to 

oppose the Fee Application.

5. To the extent that the parties are unable to reach an agreement concerning the Fee 

Application, they may contact the Court regarding a schedule and hearing to present such 

application to the Court.

6. Upon completion of briefing, the parties shall promptly contact the Court to 

schedule argument regarding Plaintiff’s Fee Application at a time convenient to the Court.

7. If the parties reach an agreement concerning the Fee Application, they shall notify 

the Court. Upon such notification, the Court will close the Action

Dated: August 3, 2018

By:

LAW OFFICES OF JOHN C.

CAMILLUS, LLC

/s/ John C. Camillus

John C. Camillus

P.O. Box 141410

Columbus, OH 43214

Telephone: (614) 558-7254

Email: jcamillus@camilluslaw.com

Attorneys for Plaintiff

OF COUNSEL: 

RIGRODSKY & LONG, P.A.

300 Delaware Avenue, Suite 1220

Wilmington, DE 19801

Telephone: (302) 295-5310

RM LAW, P.C.

1055 Westlakes Drive, Suite 300

Berwyn, PA 19312

Telephone: (484) 324-6800

Case: 1:18-cv-00315-MRB Doc #: 4 Filed: 08/03/18 Page: 3 of 4 PAGEID #: 32
Dated: August 3, 2018

By:

KEATING MUETHING & KLEKAMP 

PLL

/s Michael L. Scheier

Michael L. Scheier

One East 4th Street, Suite 1400

Cincinnati, OH 45202

Telephone: (513) 579-6952

Email: MSCHEIER@KMKLAW.com

Attorneys for Defendants Infinity Property 

and Casualty Corporation, James R. 

Gober, Glen N. Godwin, Victor Thomas 

Adamo, Richard J. Bielen, Angela BrockKyle, Teresa A. Canida, Harold E. 

Layman, E. Robert Meaney, James L. 

Weidner, and Samuel J. Weinhoff

Dated: August 3, 2018

By: 

SIDLEY AUSTIN LLP

/s Jim Ducayet

Jim Ducayet

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7621

Email: JDUCAYET@SIDLEY.COM

Attorneys for Defendants Kemper 

Corporation and Vulcan Sub, Inc.

IT IS SO ORDERED this _____ day of ________________, 2018.

_____________________________________________

UNITED STATES DISTRICT JUDGE

Case: 1:18-cv-00315-MRB Doc #: 4 Filed: 08/03/18 Page: 4 of 4 PAGEID #: 33