STIPULATION AND AGREEMENT OF SETTLEMENT No. 5:17-cv-00373-LHK

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

IN RE YAHOO! INC. SECURITIES 

LITIGATION

THIS DOCUMENT RELATES TO:

ALL ACTIONS

Case No. 17-CV-00373-LHK

STIPULATION AND 

AGREEMENT OF SETTLEMENT

Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 1 of 46
STIPULATION AND AGREEMENT OF SETTLEMENT No. 5:17-cv-00373-LHK

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TABLE OF CONTENTS

I. THE LITIGATION .................................................................................................................. 1

II. PLAINTIFFS’ CLAIMS AND BENEFITS OF SETTLEMENT............................................ 2

III. DEFENDANTS’ DENIALS OF LIABILITY ......................................................................... 3

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT............................... 4

DEFINITIONS................................................................................................................................. 4

CAFA NOTICE ............................................................................................................................. 11

DUE DILIGENCE ......................................................................................................................... 12

CLASS CERTIFICATION............................................................................................................ 12

RELEASES AND BAR ORDER .................................................................................................. 13

SETTLEMENT CONSIDERATION............................................................................................. 15

USE OF SETTLEMENT FUND AND ADMINISTRATION OF ESCROW ACCOUNT.......... 16

USE AND ADMINISTRATION OF SETTLEMENT ADMINISTRATION ACCOUNT.......... 18

PLAN OF ALLOCATION ............................................................................................................ 19

ADMINISTRATION OF THE SETTLEMENT ........................................................................... 19

DISTRIBUTION OF THE SETTLEMENT.................................................................................. 23

TAXES........................................................................................................................................... 24

ATTORNEYS’ FEES AND EXPENSES...................................................................................... 25

TERMS OF ORDER FOR NOTICE AND HEARING................................................................. 26

TERMS OF ORDER AND JUDGMENT ..................................................................................... 27

EFFECTIVE DATE OF SETTLEMENT, WAIVER, OR TERMINATION................................ 27

OPT-OUT TERMINATION RIGHT, CONFIDENTIALITY....................................................... 29

NOT A CLAIMS-MADE SETTLEMENT.................................................................................... 29

LIMITATIONS ON USE OF THIS STIPULATION.................................................................... 29

MISCELLANEOUS PROVISIONS.............................................................................................. 31

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This Stipulation and Agreement of Settlement dated March 2, 2018 (“Stipulation”) is 

submitted pursuant to Fed. R. Civ. P. 23 and Fed. R. Evid. 408. Subject to the Court’s approval, 

this Stipulation is entered into between and among Plaintiffs Sutton View Partners LP (“Sutton 

View”) and Nafiz Talukder (collectively, the “Plaintiffs”), individually and on behalf of each 

member of the proposed Settlement Class (defined below), and Defendants Altaba, Inc., formerly 

known as Yahoo! Inc. (“Altaba,” “Yahoo,” or the “Company”); Marissa Mayer; Ronald Bell; and 

Alexander Stamos, by and through their respective counsel, and sets forth a settlement (the 

“Settlement”) of the above-captioned action (the “Action”).1 The Settlement is intended to fully, 

finally, and forever resolve, discharge, and settle the Action and the Settled Claims (including 

Unknown Claims) upon and subject to the terms and conditions set forth herein.

I. THE LITIGATION

This Action

Beginning on January 24, 2017, two putative class actions were filed against Yahoo, 

Marissa Mayer, and Kenneth A. Goldman in the United States District Court for the Northern 

District of California asserting violations of the federal securities laws: Madrack v. Yahoo! Inc., et 

al., No. 5:17-CV-00373-LHK and Talukder v. Yahoo! Inc., et al., No. 5:17-CV-01525-LHK. On 

January 24, 2017, pursuant to the Private Securities Litigation Reform Act of 1995 (the 

“PSLRA”), a notice of action was published, which provided a deadline to seek lead plaintiff 

appointment by March 27, 2017.

By order dated April 24, 2017, the Court consolidated civil actions 5:17-CV-00373-LHK 

and 5:17-CV-01525-LHK under the caption In re Yahoo! Inc. Securities Litigation, Lead Case 

No. 17-CV-00373-LHK, appointed Ben Maher and Sutton View Partners LP as Lead Plaintiffs, 

and appointed Pomerantz LLP and Glancy Prongay & Murray LLP as Co-Lead Counsel.

On June 7, 2017, Lead Plaintiffs filed their First Amended Class Action Complaint for 

Violation of the Federal Securities Laws. Defendants moved to dismiss, arguing that, among 

other things, the challenged statements were neither false nor actionable, the Amended Complaint 

 1 All terms with initial capitalization not otherwise defined herein shall have the meanings 

ascribed to them in ¶ 1 below.

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failed to plead scienter, the alleged corrective disclosures did not reveal the falsity of the 

challenged statements, and Plaintiffs’ claims are barred by the PSLRA’s damages limitation. On 

November 22, 2017, the Court denied the motion to dismiss without prejudice as moot and 

ordered Plaintiffs to file a second amended class action complaint by February 2, 2018.

On February 2, 2018, Lead Plaintiffs filed their Second Amended Class Action Complaint 

for Violations of the Federal Securities Laws against Altaba, Marissa A. Mayer, Ronald S. Bell, 

and Alex Stamos. On March 2, 2018, Defendants are moving to dismiss that complaint.

The Mediation and Subsequent Settlement Negotiations

Counsel for Plaintiffs and Defendants have engaged in extensive settlement negotiations. 

On October 10, 2017, Lead Counsel and Defendants’ counsel participated in a full-day mediation 

session before Hon. Daniel Weinstein (Ret.) of JAMS (the “Mediator”). In advance of that 

session, Plaintiffs and Defendants exchanged detailed mediation statements with numerous 

exhibits, addressing liability and damages, which were submitted to Judge Weinstein. That 

mediation session ended without an agreement being reached. Over the next three months, Judge 

Weinstein conducted further discussions with the parties. Those discussions culminated in a 

Memorandum of Understanding, executed on January 19, 2018.

II. PLAINTIFFS’ CLAIMS AND BENEFITS OF SETTLEMENT

Lead Counsel have conducted a thorough investigation relating to the claims and the 

underlying events and transactions alleged in the Action. Specifically, the investigation included, 

among other things: (i) interviews with former Altaba employees and/or consultants; 

(ii) extensive consultation with, and analysis by, damages experts; (iii) detailed reviews of 

Altaba’s public filings, annual reports, press releases, and other publicly available information; 

(iv) review of analysts’ reports and articles relating to Altaba; (v) research of the applicable law 

with respect to the claims asserted in the complaints filed in the litigation and the potential 

defenses thereto; and (vi) a targeted review of the over one million pages of documents produced 

by Altaba, including transcripts of depositions taken in other litigation.

Plaintiffs and Lead Counsel believe that the claims asserted in the Action have merit. 

However, Plaintiffs and Lead Counsel recognize and acknowledge the expense and length of 

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continued proceedings necessary to prosecute this Action against Defendants, such as opposing a 

second motion to dismiss, and, potentially, a motion for class certification, motions for summary 

judgment, trial, and appeals. Plaintiffs are entering into this Settlement in view of, among other 

things, the significant funds the Settlement will provide to Settlement Class Members and in order 

to avoid the uncertainties, burden, risk, and expense of further litigation against the Defendants. 

Plaintiffs and Lead Counsel are mindful of the inherent problems of proof of, and the possible 

defenses to, the federal securities law violations asserted in the Action. Based on the foregoing, 

Plaintiffs and Lead Counsel have concluded that the terms and conditions of this Stipulation 

confer substantial benefits upon the Settlement Class; are fair, reasonable, and adequate to the 

Settlement Class; and that it is in the best interests of the Settlement Class to settle the claims 

asserted in the Amended Complaint against the Defendants.

As set forth in ¶¶ 61–62 below, and pursuant to the Federal Rules of Evidence, this 

Stipulation shall in no event be construed as or deemed to be evidence of any admission or 

concession by the Plaintiffs or any Settlement Class Member or Lead Counsel that any of the 

claims lack merit, that any of the Defendants’ defenses to the claims have merit, or that damages 

recoverable in the Action would not have exceeded the Settlement Fund amount.

III. DEFENDANTS’ DENIALS OF LIABILITY

The Defendants have denied and continue to deny each and all of the claims, contentions, 

and allegations made in the Action. They have expressly denied and continue to deny that they 

have violated the federal securities laws or any other laws or have otherwise misled investors as 

alleged in the Action. Each Defendant has denied and continues to deny specifically each and all 

of the claims alleged in the Action; all charges of wrongdoing or liability against them arising out 

of any of the conduct, statements, acts, or omissions alleged in the Action; the allegations that any 

of the Defendants made any material misstatements or omissions; and that any member of the 

Settlement Class has suffered damages resulting from the conduct alleged in the Action. In 

addition, the Defendants maintain that they have meritorious defenses to the claims alleged in the 

Action.

Nonetheless, the Defendants have concluded that further conduct of the Action could be 

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protracted, burdensome, expensive, and distracting. The Defendants also have taken into account 

the uncertainty, risks, and costs inherent in any litigation, especially in complex cases such as this 

Action. The Defendants have, therefore, determined that it is desirable and beneficial to them that 

the Action be fully, finally, and forever resolved, discharged, and settled in the manner and upon 

the terms and conditions set forth in this Stipulation.

As set forth in ¶¶ 61–62 below, and pursuant to the Federal Rules of Evidence, this 

Stipulation shall in no event be construed as or deemed to be evidence of any admission or 

concession by the Defendants with respect to any claim of any fault or liability or wrongdoing or 

damage whatsoever.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among 

Plaintiffs (for themselves and all Settlement Class Members), on the one hand, and the 

Defendants, on the other hand, by and through their respective counsel or attorneys of record, 

that, subject to the approval of the Court, in consideration of the benefits flowing to them from 

the Settlement set forth herein, the Action and the Settled Claims shall be finally and fully 

compromised, settled, and released, and the Action shall be dismissed with prejudice, as to the 

Defendants, upon and subject to these terms and conditions set forth herein:

DEFINITIONS

1. In addition to the other defined terms herein, the following definitions shall apply 

in this Stipulation:

(a) “Action” means In re Yahoo! Inc. Securities Litigation, Case No. 5:17-CV00373-LHK (N.D. Cal.).

(b) “Amended Complaint” means the Second Amended Class Action 

Complaint for Violations of the Federal Securities Laws (Dkt. No. 70) filed in the Action on 

February 2, 2018.

(c) “Authorized Claimant” means a Settlement Class Member who submits a 

timely and valid Proof of Claim to the Settlement Administrator, in accordance with the 

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requirements established by the Court, which is approved for payment from the Net Settlement 

Fund.

(d) “Claimant” means a Settlement Class Member who submits a Proof of 

Claim to the Settlement Administrator seeking to be eligible to share in the proceeds of the Net 

Settlement Fund.

(e) “Defendant Claims” means any and all claims, rights, causes of action, and 

liabilities of every nature and description, whether known claims or Unknown Claims, that arise 

out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in 

the Action against the Defendants, which any of the Defendants could pursue against the 

Plaintiffs, Lead Counsel, or any Settlement Class Member or their attorneys, agents, experts, or 

investigators. Defendant Claims do not include any claims relating to the enforcement of the 

Settlement or any claims against any Person who submits a request for exclusion from the 

Settlement Class that is accepted by the Court. 

(f) “Defendants” means Defendants Altaba, Marissa Mayer, Ronald Bell, and 

Alexander Stamos.

(g) “Derivative Actions” means: In re Yahoo! Inc. Shareholder Litigation, 

Lead Case No. 17-CV-307054 (Cal. Super. Court, Santa Clara County); In re Yahoo! Inc. 

Shareholder Derivative Litigation, Lead Case No. 5:17-cv-00787-LHK (N.D. Cal.); Oklahoma 

Firefighters Pension and Retirement System v. Brandt, C.A. No. 2017-0133-SG (Del. Ch.); and 

any other related derivative action filed on behalf of Altaba prior to the date of this Stipulation.

(h) “Effective Date” means the first date by which all of the events and 

conditions specified in ¶ 54 below have been met and have occurred, at which time the Settlement 

contemplated by this Stipulation shall become effective.

(i) “Escrow Account” means the escrow account or accounts to be established 

by Lead Counsel at Huntington National Bank, into which the Settlement Consideration shall be 

wired, transferred, or otherwise paid pursuant to ¶ 13 below.

(j) “Escrow Agent” means Huntington National Bank.

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(k) “Final” means, with respect to any order of court, including, without 

limitation, the Judgment, that such order represents a final and binding determination of all issues 

within its scope and is not subject to further review on appeal or otherwise. Without limitation, an 

order becomes “Final” when: (i) no appeal has been filed, and the prescribed time for 

commencing any appeal has expired; or (ii) an appeal has been filed and either (a) the appeal has 

been dismissed, and the prescribed time, if any, for commencing any further appeal has expired, 

or (b) the order has been affirmed in all material respects, and the prescribed time, if any, for 

commencing any further appeal has expired. For purposes of this definition of “Final,” an 

“appeal” includes any motion to alter or amend under Rule 52(b) or Rule 59(e) of the Federal 

Rules of Civil Procedure, any appeal as of right, discretionary appeal, interlocutory appeal, 

petition for writ of certiorari, or other proceeding involving writs of certiorari or mandamus, and 

any other proceedings of like kind. Any appeal or other proceeding pertaining solely to an order 

or the part of an order adopting or approving a Plan of Allocation or solely to any order or the 

part of an order issued solely with respect to an application for attorneys’ fees and expenses 

pursuant to ¶¶ 46-50 herein shall not in any way delay or preclude the Judgment from becoming 

Final.

(l) “Individual Defendants” means Marissa A. Mayer, Ronald Bell, and 

Alexander Stamos.

(m) “Judgment” means the Judgment and Order of Final Approval to be entered 

by the Court following the settlement fairness hearing (“Settlement Hearing”) approving the 

Settlement, substantially in the form attached hereto as Exhibit E.

(n) “Lead Counsel” means Pomerantz LLP and Glancy Prongay & 

Murray LLP.

(o) “MOU” means the Memorandum of Understanding executed by the parties 

on January 19, 2018.

(p) “Net Settlement Fund” means the Settlement Fund, less (i) any taxes; 

(ii) any Notice and Administration Costs; and (iii) any attorneys’ fees, litigation expenses, and 

awards of reasonable costs and expenses to Plaintiffs awarded by the Court.

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(q) “Notice” means the Notice of Pendency and Proposed Settlement of Class 

Action, Motion for Attorneys’ Fees and Expenses, and Settlement Fairness Hearing, in all 

material respects in the form attached hereto as Exhibit B.

(r) “Notice and Administration Costs” means the costs, fees, and expenses that 

are incurred by the Settlement Administrator and/or the Escrow Agent in connection with 

administering the Settlement, including but not limited to: (i) providing notices to the Settlement 

Class; (ii) administering the claims process; (iii) engaging in Settlement-related communications 

with Settlement Class Members; and (iv) overseeing the administration of the Escrow Account.

(s) “Person” means an individual, corporation, limited liability company, 

professional corporation, partnership, domestic partnership, limited partnership, limited liability 

partnership, marital community, association, joint stock company, joint venture, joint venturer, 

estate, legal representative, trust or trustee, unincorporated association, government or any 

political subdivision or agency thereof, or any other business or legal entity.

(t) “Plan of Allocation” means the plan for allocating the Net Settlement Fund 

as set forth in Notice, or such other plan of allocation as the Court may approve.

(u) “Preliminary Approval Order” means the order, substantially in the form 

attached hereto as Exhibit A, to be entered by the Court preliminarily approving the Settlement 

and directing that notice be provided to the Settlement Class.

(v) “Proof of Claim” means the Proof of Claim and Release Form, 

substantially in the form attached hereto as Exhibit D, which a putative Settlement Class Member 

must complete and timely submit to the Settlement Administrator if that Settlement Class 

Member seeks to be eligible to share in a distribution of the Net Settlement Fund.

(w) “Publication Notice” means the Summary Notice of Pendency and 

Proposed Settlement of Action and Settlement Hearing, substantially in the form attached as 

Exhibit C, which is to be published in a national business publication or via a national business 

newswire, as in the normal course of class action settlement notices, and to be posted also on the 

Settlement Administrator’s website. 

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(x) “Recognized Claim” means the amount of an Authorized Claimant’s loss 

that is determined by the Settlement Administrator to be compensable under the Plan of 

Allocation. 

(y) “Released Defendant Persons” means, collectively, each and all of (i) the 

Defendants, the members of each Individual Defendant’s immediate family, any entity in which 

any Defendant or member of any Individual Defendant’s immediate family has, or had during the 

Class Period, a controlling interest (directly or indirectly), any estate or trust of which any 

Individual Defendant is a settlor or which is for the benefit of any Individual Defendant and/or 

members of his or her family; and (ii) for each and every Person listed in part (i), their respective 

past, present, and future heirs, executors, administrators, predecessors, successors, assigns, 

employees, agents, affiliates, analysts, assignees, attorneys, auditors, co-insurers, commercial

bank lenders, consultants, controlling shareholders, directors, divisions, domestic partners, 

financial advisors, general or limited partners, general or limited partnerships, insurers, 

investment advisors, investment bankers, investment banks, joint ventures and joint venturers, 

managers, managing directors, marital communities, members, officers, parents, personal or legal 

representatives, principals, reinsurers, selling shareholders, shareholders, spouses, subsidiaries 

(foreign or domestic), trustees, underwriters, and other retained professionals, in their respective 

capacities as such.

(z) “Released Persons” means, collectively, Released Defendant Persons and 

Released Plaintiff Persons.

(aa) “Released Plaintiff Persons” means Plaintiffs, Lead Counsel, and all other 

Settlement Class Members, their respective current and former officers, directors, employees, 

agents, servants, representatives, parents, affiliates, subsidiaries, successors, predecessors, 

assigns, assignees, advisors, attorneys, and insurers, and each of their respective heirs, executors, 

administrators, successors and assigns, in their capacity as such.

(bb) “Settled Claims” means the Settlement Class Claims and the Defendant 

Claims.

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(cc) “Settlement” means this Stipulation and Agreement of Settlement and the 

settlement contained herein. 

(dd) “Settlement Administration Account” means an interest-bearing account to 

be maintained by Lead Counsel with the Escrow Agent for payment of the expenses incurred by 

the Settlement Administrator in administering the Settlement.

(ee) “Settlement Administrator” means the firm of JND Legal Administration 

which, subject to Court approval, shall administer the Settlement, including sending a mailed 

Notice to Settlement Class Members in the form of Exhibit B hereto, arranging for publication of 

the Notice in the form of Exhibit C hereto, processing claims, and performing such other 

administrative functions as are required under this Stipulation. 

(ff) “Settlement Amount” means eighty million dollars ($80,000,000).

(gg) “Settlement Class” means all persons who purchased or otherwise acquired 

Yahoo securities on the open market between April 30, 2013, and December 14, 2016, both dates 

inclusive (the “Settlement Class Period”). Excluded from the Settlement Class are (i) Defendants 

and the Individual Defendants’ family members, heirs, successors, or assigns; (ii) directors and 

officers of Altaba and their families; (iii) any entity in which Defendants have a controlling 

interest; and (v) any Person who submits a request for exclusion from the Settlement Class that is 

accepted by the Court.

(hh) “Settlement Class Claims” means all claims, rights, liabilities, and causes 

of action of every nature and description, including Unknown Claims, whether contingent or 

absolute, mature or unmature, discoverable or undiscoverable, liquidated or unliquidated, accrued 

or unaccrued, including those that are concealed or hidden, regardless of legal or equitable theory, 

that Plaintiffs or any other member(s) of the Settlement Class asserted or could have asserted in 

any forum (i) that arise out of, are based upon, or are related in any way directly or indirectly, in 

whole or in part, to the allegations, transactions, facts, matters, occurrences, representations, or 

omissions referred to in the Amended Complaint and that relate to the purchase, sale, acquisition, 

or retention of Yahoo securities during the Settlement Class Period; or (ii) that are related to the 

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administration of the Settlement. Notwithstanding the foregoing, “Settlement Class Claims” does 

not include any claims asserted on behalf of the Company in the Derivative Actions.

(ii) “Settlement Class Member” means a Person who is a member of the 

Settlement Class that does not exclude himself, herself, or itself by filing a request for exclusion 

that is accepted by the Court. 

(jj) “Settlement Consideration” means the Settlement Amount that Altaba shall 

pay or cause to be paid into the Escrow Account as follows: five hundred thousand dollars 

($500,000) to be paid within five (5) business days, and the remainder within thirty (30) calendar 

days, of the occurrence of both of the following two conditions: (i) the Court’s entry of a written 

order granting preliminary approval of the Settlement; and (ii) receipt by the Defendants from 

Lead Counsel of complete payment instructions, including a W-9 form and other information or 

authorizations that may be required by certain of Altaba’s insurance carriers. 

(kk) “Settlement Fund” means the Settlement Consideration plus any and all 

interest accrued thereon in the Escrow Account. 

(ll) “Settlement Fund Distribution Order” means an order entered by the Court 

authorizing and directing distribution, in whole or in part, of the Net Settlement Fund to the 

Authorized Claimants.

(mm) “Settling Parties” means Plaintiffs, on behalf of themselves and the 

Settlement Class Members, and the Defendants.

(nn) “Taxes” means: (i) all federal, state, and/or local taxes of any kind 

(including any interest or penalties thereon) on any income earned by the Settlement Fund; (ii) 

any taxes or tax detriments that may be imposed upon the Defendants or their counsel with 

respect to any income earned by the Settlement Fund for any period during which the Settlement 

Fund does not qualify as a “qualified settlement fund” for federal or state income tax purposes, 

provided that any such taxes or tax detriments are reported to Lead Counsel and the Escrow 

Agent at least fourteen (14) days before distribution of the Net Settlement Fund to the Settlement 

Class Members; (iii) all taxes imposed on payments by the Settlement Fund, including 

withholding taxes; and (iv) the reasonable and necessary costs and expenses incurred in 

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connection with determining the amount of, and paying, any taxes owed by the Settlement Fund 

(including, without limitation, the reasonable and necessary costs and expenses of tax attorneys 

and accountants).

(oo) “Unknown Claims” means collectively, any and all Settlement Class 

Claims that any Plaintiff or any other Settlement Class Member does not know or suspect to exist 

in his, her, or its favor, and any Defendant Claims that any Defendant does not know or suspect to 

exist in his, her, or its favor, which, if known by him, her, or it, might have affected his, her, or its 

decision to enter into this Settlement, execute this Stipulation, and agree to all the various releases 

set forth herein, or might have affected his, her, or its decision not to object to this Settlement or 

not to exclude himself, herself, or itself from the Settlement Class. Unknown Claims include, 

without limitation, those claims in which some or all of the facts composing the claim may be 

unsuspected or undisclosed, concealed, or hidden. With respect to any and all Settled Claims, the 

Settling Parties stipulate and agree that, upon the Effective Date of the Settlement, Plaintiffs and 

Defendants shall expressly waive, and each of the other Settlement Class Members shall be 

deemed to have waived, and by operation of the Judgment shall have expressly waived, 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 or foreign law, which is similar, comparable, or equivalent to 

California Civil 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.

CAFA NOTICE

2. Pursuant to the Class Action Fairness Act (“CAFA”), no later than ten (10) 

calendar days after this Stipulation is filed with the Court, Defendants shall complete service on 

the appropriate federal and state government officials of all notices required under the Class 

Action Fairness Act, 28 U.S.C. § 1715, and shall thereafter notify Lead Counsel as to completion 

of such service. Defendants shall bear all costs and expenses associated with providing CAFA 

notice.

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DUE DILIGENCE

3. The Settling Parties have conferred in good faith and agreed on an appropriate set 

of documents to be produced to Lead Counsel, as reasonably necessary for Lead Counsel to 

confirm in good faith that the Settlement is fair, reasonable, and adequate to the Settlement Class 

(the “Confirmatory Discovery”). Altaba produced the mutually-agreed set of documents to Lead 

Counsel on an attorneys’-eyes-only basis. Lead Counsel has reviewed a substantial portion of 

those documents and will continue to do so until making a Motion for Final Approval. 

4. Lead Counsel shall treat all documents produced as part of the Confirmatory 

Discovery as confidential and subject to the mediation privilege, and shall not provide any part of 

those documents to any other person. No Confirmatory Discovery or information contained in 

Confirmatory Discovery may be used in any way whatsoever other than to evaluate whether the 

Settlement is fair, reasonable, and adequate to the Settlement Class. Ten (10) calendar days after 

either: (i) the date the Court enters the Judgment, or (ii) a request in writing (including email) by 

counsel for Altaba in the event that the Court does not approve the Settlement, Lead Counsel shall 

return or destroy all Confirmatory Discovery (including all copies). 

CLASS CERTIFICATION

5. For the sole purpose of the Settlement and for no other purpose, the Settling 

Parties stipulate, agree, and consent to: (i) certification of the Action as a class action pursuant to 

Fed. R. Civ. P. 23(a) and 23(b)(3) on behalf of the Settlement Class; (ii) appointment of Plaintiffs 

as class representatives; and (iii) appointment of Lead Counsel as class counsel for the Settlement 

Class pursuant to Fed. R. Civ. P. 23(g). Following execution of this Stipulation, Plaintiffs, with 

the consent of Defendants, shall apply to the Court for entry of the Preliminary Approval Order in 

the form attached as Exhibit A hereto, which will certify the Action to proceed as a class action 

for settlement purposes only and only if the Judgment contemplated by this Stipulation becomes 

Final and the Effective Date occurs. 

6. Nothing in this Stipulation shall serve in any fashion, either directly or indirectly, 

as evidence of or support for certification of a class other than for settlement purposes, and the 

Settling Parties intend that the provisions herein concerning certification of the Settlement Class 

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shall have no effect whatsoever in the event the Settlement and Judgment do not become Final. 

Defendants expressly reserve the right to contest class certification in the event the Settlement is 

terminated or the Effective Date does not occur for any other reason.

RELEASES AND BAR ORDER

7. The obligations incurred pursuant to this Stipulation shall be in full and final 

disposition of the Action as to the Defendants, and shall fully and finally release any and all 

Settled Claims (including Unknown Claims) against the Defendants and all Released Defendant 

Persons.

8. Upon the Effective Date, Plaintiffs and each of the other Settlement Class 

Members, on behalf of themselves and their respective spouses, heirs, executors, beneficiaries, 

administrators, successors, assigns, and any Person(s) claiming (now or in the future) through or 

on behalf of any of them directly or indirectly, regardless of whether such Plaintiff or Settlement 

Class Member ever seeks or obtains by any means (including, without limitation, by submitting a 

Proof of Claim to the Settlement Administrator) any distribution from the Net Settlement Fund: 

(a) shall be deemed by this Settlement to have, and by operation of law and of the Judgment shall 

have, fully, finally, and forever released, relinquished, waived, dismissed, and discharged each 

and all of the Settlement Class Claims (including Unknown Claims), against each and all of the 

Released Defendant Persons, and shall have covenanted not to sue any Released Defendant 

Person with respect to any Settlement Class Claims (including any Unknown Claims) except to 

enforce the releases and other terms and conditions contained in this Stipulation or the Judgment 

entered pursuant hereto; and (b) shall be forever permanently barred, enjoined, and restrained 

from commencing, instituting, asserting, maintaining, enforcing, prosecuting, or otherwise 

pursuing, either directly or in any other capacity, any of the Settlement Class Claims (including 

any Unknown Claims) against any Released Defendant Persons in the Action or in any other 

action or any proceeding, in any state, federal, or foreign court of law or equity, arbitration 

tribunal, administrative forum, or other forum of any kind. The foregoing provisions shall not 

apply to any Person who submits a request for exclusion that is accepted by the Court.

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9. By entering into this Stipulation, Plaintiffs represent and warrant that they have not 

assigned, hypothecated, conveyed, transferred, or otherwise granted or given any interest in the 

Settlement Class Claims to any other Person, and the Defendants represent and warrant that they 

have not assigned, hypothecated, conveyed, transferred, or otherwise granted or given any interest 

in the Defendant Claims to any other Person. 

10. The Proof of Claim form to be executed by Claimants shall release all Settlement 

Class Claims (including Unknown Claims) against all Released Defendant Persons and shall be 

substantially in the form attached hereto as Exhibit D.

11. Upon the Effective Date, Defendants, for themselves and on behalf of each of their 

respective spouses, heirs, executors, beneficiaries, administrators, successors, assigns, and any 

Person(s) claiming (now or in the future) through or on behalf of any of them directly or 

indirectly: (a) shall be deemed to have, and by operation of law and of the Judgment shall have, 

fully, finally, and forever released, relinquished, waived, discharged, and dismissed each and all 

of the Defendant Claims (including Unknown Claims) against Plaintiffs in the Action, Lead 

Counsel and their attorneys, and all other Settlement Class Members, the members of each 

Settlement Class Member’s immediate family, any entity in which any member of any Settlement 

Class Member’s immediate family has or had a controlling interest (directly or indirectly), and 

any estate or trust of which any Settlement Class Member is the settlor or which is for the benefit 

of any Settlement Class Member and/or members of his or her family; and (b) shall be forever 

permanently barred, enjoined, and restrained from commencing, instituting, asserting, 

maintaining, enforcing, prosecuting, or otherwise pursuing, either directly or in any other 

capacity, any of the Defendant Claims (including any Unknown Claims) against the Plaintiffs, 

Lead Counsel and their attorneys, and all other Settlement Class Members in the Action or in any 

other action or any proceeding, in any state, federal, or foreign court of law or equity, arbitration 

tribunal, administrative forum, or other forum of any kind. This foregoing provisions shall not 

apply to any person or entity who or which submits a request for exclusion from the Settlement 

Class that is accepted by the Court.

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12. It is understood that Plaintiffs and the other Settlement Class Members or 

Defendants, or any of them, may hereafter discover additional or different facts from those that 

he, she, or it now knows or believes to be true with respect to the subject matter of the Settlement 

Class Claims or Defendant Claims (including Unknown Claims), but each of the Plaintiffs and the 

Defendants shall, upon the Effective Date, expressly fully, finally, and forever discharge, settle, 

and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to 

have, and by operation of law and of the Judgment shall have, expressly fully, finally, and forever 

discharged, settled, and released, any and all Settled Claims. Plaintiffs and Defendants 

acknowledge, and the Settlement Class Members by operation of law and of the Judgment shall 

be deemed to have acknowledged, that the foregoing waiver of Settled Claims that are Unknown 

Claims, including the provisions, rights, and benefits of California Civil Code § 1542 (and the 

inclusion of “Unknown Claims” in the definition of Settlement Class Claims and Defendant 

Claims), was separately bargained for and is a material element of the Settlement.

SETTLEMENT CONSIDERATION

13. As full and complete consideration for the Settlement, Defendants shall pay or 

cause to be paid the Settlement Amount into the Escrow Account as follows: five hundred 

thousand dollars ($500,000) to be paid within five (5) business days, and the remainder within 

thirty (30) calendar days, of the occurrence of both of the following two conditions: (i) the 

Court’s entry of a written order granting preliminary approval of the Settlement; and (ii) receipt 

by the Defendants from Lead Counsel of complete payment instructions, including a W-9 form 

and other information or authorizations that may be required by certain of Altaba’s insurance 

carriers.

14. Other than the obligation of the Defendants to pay or cause to be paid the 

Settlement Amount into the Escrow Account, under no circumstances will any Released 

Defendant Person have any obligation to make any payment pursuant to this Settlement set forth 

herein, and no responsibility for, or liability or obligation whatsoever to anyone with respect to: 

the Settlement Fund, the Net Settlement Fund, the Escrow Account, the Settlement Administrator, 

the Settlement Administrator’s actions, any transaction executed or approved by the Escrow 

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Agent, the maintenance, administration, investment, or distribution of the Settlement Fund or the 

Net Settlement Fund, the establishment or administration of the Plan of Allocation, the 

determination, administration, or calculation of claims, the payment or withholding of Taxes, the 

administration of the Settlement, or any losses incurred in connection with such matters. The 

Released Defendant Persons shall have no further or other liability or obligations to Plaintiffs, 

Lead Counsel, or any Settlement Class Member with respect to the Settlement Class Claims, 

except as expressly stated herein. Notwithstanding anything herein to the contrary, the Escrow 

Agent shall be obligated to withhold from distribution to Authorized Claimants all funds 

necessary to pay all Notice and Administration Costs and all other fees, costs, and expenses 

associated with administration of the Settlement and the Settlement Fund; neither the Defendants 

nor their counsel nor any other Released Defendant Person is responsible therefor, nor shall they 

have any liability whatsoever with respect thereto, above and beyond the Defendants’ obligation 

to pay the Settlement Amount into the Escrow Account as set forth above. The Settlement Fund 

shall indemnify and hold harmless all Released Persons for any costs of administration of the 

Settlement and the Settlement Fund of any kind whatsoever (including, without limitation, costs 

associated with any such indemnification).

15. The interest earned on the Settlement Fund pursuant to ¶ 16 below shall be for the 

benefit of the Settlement Class if the Settlement and Judgment become Final. If the Judgment 

does not become Final or the Settlement is terminated, the interest earned on the Settlement Fund 

shall be returned to the Defendants.

USE OF SETTLEMENT FUND AND ADMINISTRATION OF ESCROW ACCOUNT

16. Prior to any distribution of the Net Settlement Fund, the Settlement Fund shall be 

used to pay: (i) any Taxes; (ii) any Notice and Administration Costs; and (iii) any attorneys’ fees, 

litigation expenses, and Plaintiff awards of reasonable costs and expenses awarded by the Court. 

Under no circumstances shall Plaintiffs or any Settlement Class Member or Lead Counsel have 

any responsibility for payment of such costs. 

17. Except as provided herein or pursuant to order of the Court, the Net Settlement 

Fund shall remain in the Escrow Account prior to the Effective Date. All funds held by the 

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Escrow Agent shall be deemed to be in the custody of the Court and shall remain subject to the 

jurisdiction of the Court until such time as the funds shall be distributed or returned pursuant to 

the terms of this Stipulation and/or further order of the Court. The Escrow Agent shall invest any 

funds in the Escrow Account exclusively in United States Treasury Bills (or a mutual fund 

invested solely in such instruments) and shall collect and reinvest all interest accrued thereon, 

except that any residual cash balances up to the amount that is insured by the FDIC may be 

deposited in any account that is fully insured by the FDIC. In the event that the yield on United 

States Treasury Bills is negative, in lieu of purchasing such Treasury Bills, all or any portion of 

the funds held by the Escrow Agent may be deposited in any account that is fully insured by the 

FDIC or backed by the full faith and credit of the United States. Additionally, if short-term 

placement of the funds is necessary, all or any portion of the funds held by the Escrow Agent may 

be deposited in any account that is fully insured by the FDIC or backed by the full faith and credit 

of the United States. 

18. The Escrow Agent will bear all responsibility and liability for managing the 

Settlement Fund for the benefit of the Settlement Class, and cannot assign or delegate its 

responsibilities without approval of Lead Counsel. Statements of account will be provided to 

Lead Counsel on a monthly basis until the Judgment becomes Final. 

19. The Settling Parties agree that the Settlement Fund is intended to be a “Qualified 

Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. The Settlement 

Administrator, as administrator of the Settlement Fund within the meaning of Treasury 

Regulation § 1.468B-2(k)(3), shall be solely responsible for ensuring that the Escrow Account 

complies with the requirements and regulations governing Qualified Settlement Funds, for filing 

all informational and other tax returns (including, without limitation, the returns described in 

Treasury Regulation § 1.468B-2(k)) for the Settlement Fund, and for causing payment to be made 

from the Settlement Fund of any and all Taxes owed with respect to the Settlement Fund. The 

Released Defendant Persons shall not have any liability or responsibility for any such Taxes. 

Upon written request, the Defendants will provide to the Settlement Administrator the statement 

described in Treasury Regulation § 1.468B-1(j). The Settlement Administrator, as administrator 

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of the Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall timely 

make such elections as are necessary or advisable to carry out this paragraph, including, as 

necessary, making a “relation back election,” as described in Treasury Regulation § 1.468B-1(j), 

to cause the Qualified Settlement Fund to come into existence at the earliest allowable date, and 

shall take or cause to be taken all actions as may be necessary or appropriate in connection 

therewith.

20. In the event the Judgment does not become Final or the Settlement is terminated as 

provided herein, within ten (10) business days of entry of the order rendering the Settlement and 

Judgment non-Final or notice of the Settlement being terminated, all monies then held in the 

Escrow Account, including interest earned but less any costs or expenses properly incurred as set 

forth herein, shall be returned to Altaba. Plaintiffs and the Settlement Class Members shall have 

no responsibility for the return of such consideration. Once the Settlement and Judgment become 

Final, no monies shall revert to the Defendants.

USE AND ADMINISTRATION OF SETTLEMENT ADMINISTRATION ACCOUNT

21. Before the Effective Date and without further order of the Court, up to three 

hundred thousand ($300,000) of the Settlement Amount may be transferred from the Escrow 

Account to the Settlement Administration Account in order to pay reasonable, necessary, and 

actually incurred Notice and Administration Costs. No other disbursements from the Escrow 

Account related to the Settlement will occur until the Judgment becomes Final, absent agreement 

of the Settling Parties and approval from the Court. 

22. After the Judgment becomes Final, any remaining monies in the Settlement 

Administration Account shall be transferred back to the Escrow Account. In the event the 

Judgment does not become Final or the Settlement is terminated as provided herein, within ten 

(10) business days of entry of the order rendering the Settlement and Judgment non-Final or 

notice of the Settlement being terminated, all monies then held in the Settlement Administration

Account, including interest earned, shall be returned to Altaba, except for any monies already 

paid or charges already incurred for Notice and Administration Costs, and Taxes. Plaintiffs and 

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the Settlement Class shall have no responsibility for the return of such consideration. Once the 

Settlement and Judgment become Final, no monies shall revert to the Defendants.

23. Without prior approval from the Court, Lead Counsel may pay the Settlement 

Administrator from the Settlement Administration Account for the reasonable and necessary costs 

and expenses associated with administering the Settlement, including, without limitation,

identifying and notifying members of the Settlement Class.

PLAN OF ALLOCATION

24. The Settlement Administrator shall administer the Settlement subject to the 

jurisdiction of the Court and pursuant to this Stipulation and the Plan of Allocation. The Plaintiffs 

and Lead Counsel are solely responsible for formulation of the Plan of Allocation.

25. The Plan of Allocation proposed in the Notice, as set forth in Exhibit B hereto, is 

not a necessary term of this Stipulation or the Settlement, and any change, modification, or 

alteration to the Plan of Allocation by the Court shall not be grounds for termination of the 

Settlement. The Plan of Allocation is to be considered by the Court separately from its 

determination of the fairness, reasonableness, and adequacy of the Settlement as set forth in this 

Stipulation. 

ADMINISTRATION OF THE SETTLEMENT

26. As part of the Preliminary Approval Order, Plaintiffs shall seek appointment of the 

Settlement Administrator. The Settlement Administrator shall administer the Settlement, 

including but not limited to disseminating notice of the Settlement and the process of receiving, 

reviewing, and approving or denying Proofs of Claim, subject to the jurisdiction of the Court. 

Other than Altaba’s obligation to cooperate in the production of information with respect to the 

identification of Settlement Class Members as provided in ¶ 27 below, no Released Defendant 

Person shall have any involvement in, responsibility for, or liability or obligation whatsoever with 

respect to the selection of the Settlement Administrator, the Plan of Allocation, the administration 

of the Settlement, the management, disposition, investment, distribution, allocation, or 

disbursement of the Settlement Fund or the Net Settlement Fund, the determination, 

administration, calculation, or payment of claims, the payment or withholding of Taxes, any 

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nonperformance of the Settlement Administrator or any losses incurred in connection with any 

such matters. No Person shall have any claim against the Released Defendant Persons or 

Defendants’ counsel arising from or relating to any of the foregoing, and Plaintiffs, Lead Counsel, 

and each Settlement Class Member hereby fully, finally, and forever release, relinquish, and 

discharge the Released Defendant Persons and Defendants’ counsel from any and all such 

liability. 

27. For the purposes of identifying and providing notice to the Settlement Class, 

within ten (10) business days of the date of entry of the Preliminary Approval Order, Altaba shall 

provide or cause to be provided to the Settlement Administrator in electronic format (at no cost to 

the Settlement Fund, Lead Counsel or the Settlement Administrator) the names and addresses of 

Persons who purchased or acquired Altaba securities during the Settlement Class Period, as listed 

on Altaba’s shareholder transfer records. 

28. In accordance with the terms of the Preliminary Approval Order to be entered by 

the Court, Lead Counsel shall cause the Settlement Administrator to mail the Notice, in 

substantially the form as is appended as Exhibit B hereto, as the Court shall order, and the Proof 

of Claim form, in substantially the form as is appended as Exhibit D hereto, as the Court shall 

order, to those members of the Settlement Class as may be identified through reasonable effort. 

Also in accordance with the terms of the Preliminary Approval Order to be entered by the Court, 

Lead Counsel shall cause the Settlement Administrator to publish the Publication Notice, in 

substantially the form appended as Exhibit C hereto, as the Court shall order.

29. The Settlement Administrator shall, among other duties and obligations, receive 

Proofs of Claim and determine whether they present valid claims in whole or part, work with 

Settlement Class Members as reasonably needed to help them supplement or clarify their Proofs 

of Claim, and determine each Authorized Claimant’s pro rata share of the Net Settlement Fund 

based upon each Authorized Claimant’s Recognized Claim compared to the total Recognized 

Claims of all Authorized Claimants (as set forth in the Plan of Allocation, or in such other plan of 

allocation as the Court approves).

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30. All Proofs of Claim must be submitted by the date specified in the Notice (unless 

by Order of the Court such Settlement Class Member’s Proof of Claim is accepted). Any 

Settlement Class Member who does not submit a timely and valid Proof of Claim will not be 

entitled to receive any of the proceeds from the Net Settlement Fund, but will otherwise be bound 

by all of the terms in this Stipulation and the Settlement, including the terms of the Judgment to 

be entered in the Action and the releases provided for herein, and will be barred from bringing 

any action against the Released Defendant Persons concerning the Settlement Class Claims. 

Provided that it is received before the motion for the Settlement Fund Distribution Order is filed, 

a Proof of Claim shall be deemed to have been submitted when posted, if received with a 

postmark indicated on the envelope and if mailed by First-Class mail and addressed in accordance 

with the instructions provided in the Notice. In all other cases, the Proof of Claim shall be deemed 

to have been submitted when actually received by the Settlement Administrator.

31. For purposes of determining the extent, if any, to which a Settlement Class 

Member shall be entitled to be treated as an Authorized Claimant, the following conditions 

(subject to Court order) shall apply.

32. Each Settlement Class Member shall be required to submit a valid Proof of Claim, 

supported by such documents as are designated therein, including proof of the transactions 

claimed and the losses incurred thereon, or such other documents or proof as the Settlement 

Administrator, in its discretion, may deem acceptable. Lead Counsel shall have the right, but not 

the obligation, to waive what it deems to be formal or technical defects in any Proof of Claim 

submitted in the interests of providing a recovery to Settlement Class Members. 

33. Each Proof of Claim shall be submitted to and reviewed by the Settlement 

Administrator, who shall determine in accordance with this Stipulation and the Plan of Allocation 

the extent, if any, to which each Claimant is an Authorized Claimant, subject to review by the 

Court as set forth in this paragraph, if necessary. Proofs of Claim that do not meet the submission 

requirements may be rejected. Prior to rejecting a claim in whole or in part, the Settlement 

Administrator shall communicate with the Claimant in writing, to give the Claimant the chance to 

remedy any curable deficiencies in the Proof of Claim submitted. The Settlement Administrator 

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shall notify, in a timely fashion and in writing, all Claimants whose claims the Settlement 

Administrator proposes to reject in whole or in part, setting forth the reasons therefor, and shall 

indicate in such notice that the Claimant whose claim is to be rejected has the right to a review by 

the Court if the Claimant so desires. If any Claimant whose claim has been rejected in whole or in 

part desires to contest such rejection, the Claimant must, within twenty (20) days after the date of 

mailing of the notice of rejection, serve upon the Settlement Administrator a notice and statement 

of reasons indicating the Claimant’s grounds for contesting the rejection along with any 

supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a 

claim cannot be otherwise resolved, Lead Counsel shall thereafter present the request for review 

to the Court.

34. The administrative determinations of the Settlement Administrator accepting or 

rejecting claims, as well as any contested claims, shall be presented to the Court on notice to the 

Settling Parties in conjunction with Lead Counsel’s application for the Settlement Fund 

Distribution Order. 

35. The Settling Parties submit to the jurisdiction of the Court for purposes of 

implementing and enforcing the Settlement embodied in this Stipulation.

36. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court 

with respect to the Claimant’s claim, and the claim will be subject to investigation and discovery 

under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall 

be limited to that Claimant’s status as a Settlement Class Member and the validity of the amount 

of the Claimant’s claim. No discovery shall be allowed on the merits of the Action or Settlement 

in conjunction with the processing of the Proofs of Claim.

37. Payment pursuant to this Stipulation shall be deemed final and conclusive against 

all Settlement Class Members. All Settlement Class Members whose claims are not approved by 

the Court shall be barred from participating in the distribution from the Settlement Fund, but 

otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including the 

terms of the Judgment to be entered in this Action and the releases provided for herein, and will 

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be barred from bringing any action against the Released Defendant Persons concerning the 

Settlement Class Claims. 

38. All proceedings with respect to the administration, processing, and determination 

of claims and all controversies relating thereto, including disputed questions of law and fact with 

respect to the validity of claims, shall be subject to the jurisdiction of this Court.

DISTRIBUTION OF THE SETTLEMENT

39. The Settlement Administrator shall determine and allocate to each Authorized 

Claimant that Authorized Claimant’s proportionate share of the Settlement Fund based on each 

Authorized Claimant’s Recognized Claim compared to the total Recognized Claims of all 

Authorized Claimants. The Defendants and the Released Defendant Persons shall have no 

involvement in reviewing, challenging, or approving the Proofs of Claim or in distributing the 

Net Settlement Fund. 

40. After the Effective Date, Lead Counsel shall apply to the Court, on notice to 

Defendants’ Counsel, for a Settlement Fund Distribution Order: (a) approving the Settlement 

Administrator’s administrative determinations concerning the acceptance and rejection of the 

claims submitted; and (b) directing payment of the Net Settlement Fund to Authorized Claimants 

from the Escrow Account.

41. The Net Settlement Fund shall be distributed to the Authorized Claimants, 

pursuant to the Settlement Fund Distribution Order, only after the Effective Date and after:

(a) all claims have been processed;

(b) all matters with respect to attorneys’ fees, costs, and disbursements have 

been resolved by the Court, and such resolution by the Court is Final; and

(c) all costs of administration of the Settlement have been paid.

42. After the initial distribution of the Net Settlement Fund, the Settlement 

Administrator shall make reasonable and diligent efforts to have Authorized Claimants cash their 

distribution checks. To the extent any monies remain in the fund six (6) months after the initial 

distribution, if Lead Counsel, in consultation with the Settlement Administrator, determines that it 

is cost-effective to do so, the Settlement Administrator shall conduct a re-distribution of the funds 

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remaining after payment of any unpaid fees and expenses incurred in administering the 

Settlement, including for such re-distribution, to Authorized Claimants who have cashed their 

initial distributions and who would receive at least $10.00 from such re-distribution. Additional 

re-distributions to Authorized Claimants who have cashed their prior checks and who would 

receive at least $10.00 on such additional re-distributions may occur thereafter if Lead Counsel, 

in consultation with the Settlement Administrator, determines that additional re-distributions, 

after the deduction of any additional fees and expenses incurred in administering the Settlement, 

including for such re-distributions, would be cost-effective. At such time as it is determined that 

the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the 

remaining balance shall be contributed to a non-sectarian, not-for-profit 501(c)(3) organization(s), 

to be recommended by Lead Counsel and approved by the Court. 

TAXES

43. After the Judgment becomes Final, all Notice and Administration Costs and Taxes 

shall be paid out of the Escrow Account, and neither the Defendants nor any of the Released 

Defendant Persons, nor their counsel, shall have any supervisory authority or responsibility with 

respect to such payments. Any remaining reasonable and necessary Notice and Administration 

Costs, and Taxes shall be paid out of the Settlement Administration and Escrow Accounts without 

further order of the Court. Under no circumstances shall Plaintiffs or any Settlement Class 

Member or Lead Counsel have any responsibility for such costs or Taxes. 

44. All Taxes shall be paid out of the Settlement Fund, and shall be timely paid by the 

Settlement Administrator pursuant to the terms herein, and without prior Order of the Court. Any 

tax returns prepared for the Settlement Fund (as well as the election set forth therein) shall be 

consistent with the previous paragraph and in all events shall reflect that all Taxes (including any 

interest or penalties) on the income earned by the Settlement Fund shall be paid out of the 

Settlement Fund as provided herein. Further, Taxes and all related expenses shall be treated as, 

and considered to be, a cost of administration of the Settlement Fund, and the Settlement 

Administrator shall be obligated (notwithstanding anything herein to the contrary) to withhold 

from distribution to Authorized Claimants any funds necessary to pay such amounts, including 

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the establishment of adequate reserves for any Taxes (as well as any amounts that may be 

required to be withheld under Treas. Reg. § 1.468B-2(I)(2)); neither the Defendants nor their 

counsel nor any other Released Defendant Person is responsible therefor, nor shall they have any 

liability whatsoever with respect thereto, nor shall they be liable for any reporting requirements 

that may relate thereto.

45. In all events, neither the Defendants nor their counsel, nor any other Released 

Defendant Person, shall have any responsibility for or liability whatsoever with respect to the 

Taxes or the filing of any tax returns or other documents with the Internal Revenue Service or any 

state or local taxing authority in connection with the Settlement Fund. The Settlement Fund shall 

indemnify and hold harmless all Released Defendant Persons for any Taxes and related expenses 

on the Settlement Fund after deposit into the Escrow Account of any kind whatsoever (including, 

without limitation, taxes payable by reason of any such indemnification). Defendants shall notify 

the Settlement Administrator promptly if Defendants receive any notice of any claim for Taxes 

relating to the Settlement Fund.

ATTORNEYS’ FEES AND EXPENSES

46. Lead Counsel may submit an application (the “Fee and Expense Application”) for 

distributions from the Settlement Fund for (i) an award of attorneys’ fees; (ii) the reimbursement 

of actual costs and expenses, including the fees and expenses of any experts or consultants, 

reasonably and actually incurred in connection with prosecuting the Action; and (iii) an award to 

Plaintiffs for their reasonable costs and expenses directly related to their representation of the 

Settlement Class. 

47. Lead Counsel’s attorneys’ fees and expenses, as awarded by the Court, shall be 

paid within ten (10) days of the award by the Court (“Fee and Expense Award”), notwithstanding 

any appeals that may be taken, subject to the obligation of all counsel who receive any award of 

attorneys’ fees and costs to make full refunds or repayments to the Escrow Account plus interest 

earned thereon if the award is lowered or the Settlement is disapproved by a Final order not 

subject to further review. The Settlement is not conditioned upon any award of attorneys’ fees 

and costs, and any objection to or appeal from such an award shall not affect the finality of the 

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Settlement or the judgment of dismissal. Defendants and their insurance carriers shall have no 

responsibility for, and no liability with respect to, the allocation of any attorneys’ fees or costs 

among any counsel or to any other person or any obligation of Lead Counsel to make appropriate 

refunds or repayments to the Settlement Fund or interest earned thereon.

48. If the Effective Date does not occur or if this Stipulation is terminated, then any 

Fee and Expense Award is no longer payable. In the event that any portion of the Fee and 

Expense Award has already been paid from the Settlement Fund, Lead Counsel shall within ten 

(10) business days from the event which precludes the Effective Date from occurring or the 

termination of this Stipulation, refund to the Settlement Fund the Fee and Expense Award paid to 

Lead Counsel. 

49. If the Fee and Expense Award is reduced or reversed on appeal, Lead Counsel 

shall within ten (10) business days from the date of a Final order by the Court of Appeals or the 

Supreme Court directing such reduction or reversal, make such refunds as are required by such 

Final order, and such funds shall be distributed by the Escrow Agent to the Settlement Class in 

the manner directed in the Final order. 

50. The procedure for and the allowance or disallowance by the Court of any Fee and 

Expense Application is not a necessary term of the Settlement or this Stipulation, and it is not a 

condition of this Stipulation that any particular application for attorneys’ fees or expenses be 

approved. 

TERMS OF ORDER FOR NOTICE AND HEARING

51. By March 2, 2018, Lead Counsel shall submit the fully executed Stipulation 

together with its Exhibits to the Court and shall request that the Court enter the Preliminary 

Approval Order, and approve the mailing and publication of the Notice and Publication Notice, 

substantially in the form of Exhibits A, B, and C annexed hereto.

52. Any Settlement Class Member who fails to comply with any of the provisions of 

¶¶ 30-33 of this Stipulation shall waive and forfeit any and all rights he, she, or it may otherwise 

have to appear separately at the Settlement Hearing and/or to object to the Settlement or to this

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Stipulation, and shall be bound by all the terms of the Settlement and this Stipulation, and by all 

proceedings, orders, and judgments in the Action.

TERMS OF ORDER AND JUDGMENT

53. If the Settlement contemplated by this Stipulation is approved by the Court, 

counsel for the Settling Parties shall request that the Court enter the Judgment.

EFFECTIVE DATE OF SETTLEMENT, WAIVER, OR TERMINATION

54. The Effective Date of Settlement shall be the date when all of the following shall 

have occurred:

(a) this Stipulation, and such other documents as may be required to obtain 

final Court approval of this Stipulation in a form satisfactory to the Settling Parties, have been 

duly executed;

(b) the Court has entered the Preliminary Approval Order, substantially in the 

form attached hereto as Exhibit A;

(c) Altaba has paid or has caused the Settlement Amount to be paid into the 

Escrow Account;

(d) the Court has approved the Settlement substantially as described herein, 

following the period set forth for notice under CAFA, and following notice to the Settlement 

Class and the Settlement Hearing, as prescribed by Fed. R. Civ. P. 23;

(e) the Court has entered the Judgment, substantially in the form attached 

hereto as Exhibit E, which has become Final, or in the event that the Court enters an order of 

judgment not in all material respects in the form of the Judgment and neither Plaintiffs (provided 

they unanimously agree) nor Altaba elects to terminate the Settlement, the date that such 

alternative judgment becomes Final; 

(f) Altaba has not exercised its option to terminate the Settlement pursuant to 

the provisions of this Stipulation (including pursuant to the side agreement described in ¶ 58

below); and

(g) Plaintiffs have not exercised their option to terminate the Settlement 

pursuant to the provisions of this Stipulation.

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55. Upon the occurrence of all of the events referenced in ¶ 54 herein, any and all 

remaining interest or right of the Defendants in or to the Settlement Fund shall be absolutely and 

forever extinguished. 

56. Plaintiffs, provided they unanimously agree, and Altaba shall have the right to 

terminate the Settlement by providing written notice of their or its election to do so (“Termination 

Notice”) to counsel for the other Settling Parties hereto within thirty (30) days of any of the 

following:

(a) the Court enters an order expressly declining to enter the Preliminary 

Approval Order in any material respect without reasonable leave to amend;

(b) the Court refuses to approve this Stipulation in any material respect without 

reasonable leave to amend;

(c) the Settlement Amount is not paid into the Escrow Account, following 

notice of failure to make the payment and a reasonable opportunity to cure;

(d) the Court declines to enter the Judgment in any material respect; provided, 

however, that this Settlement is expressly not conditioned on the Court’s approval of the proposed 

Plan of Allocation, nor on the Court’s approval of Lead Counsel’s application for attorneys’ fees 

or expenses, nor on the Court’s approval of any award to Plaintiffs for their reasonable costs and 

expenses, and any change in the Judgment relating to these items shall not be considered a 

material change; or

(e) the Judgment does not become Final.

57. In the event of a termination, this Stipulation and the releases provided for herein 

shall become null and void and of no further force and effect (except for ¶¶ 4, 14, 20, 22, 48, 56, 

57, 58, 59, 61, 62, 73, 76, 81, 83, 84, 85, and 86, which shall survive the termination), and the 

Settling Parties shall be deemed to have reverted to their respective positions as they existed prior 

to the execution of the MOU, the execution of this Stipulation, and the entry of any orders 

pursuant to this Stipulation. The Settling Parties shall thereafter proceed in all respects as if this 

Stipulation and any related orders had not been entered and shall work together to arrive at a 

mutually agreeable schedule for resuming litigation of the Action in light of such developments.

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OPT-OUT TERMINATION RIGHT, CONFIDENTIALITY

58. Plaintiffs and Altaba, by and through their respective counsel, are simultaneously 

executing a side agreement, which sets forth certain conditions under which this Stipulation may 

be withdrawn or terminated at the sole discretion of Altaba, and which shall not be filed with the 

Court, except that it may be brought to the attention of the Court, in camera, in the event of a 

dispute between Plaintiffs and Altaba or if so requested or as otherwise ordered by the Court. If 

the Court requires that the side agreement be filed, the Settling Parties shall jointly petition the 

Court to file it under seal and/or to redact the threshold set forth in its “blow provision” for the 

termination contemplated by this paragraph, with such protections deemed to be important by the 

Settling Parties, among other reasons, so as to not encourage or induce actions in opposition to 

the Settlement by serial objectors or their counsel.

59. The Settling Parties will otherwise keep confidential the terms of the side 

agreement.

NOT A CLAIMS-MADE SETTLEMENT

60. This is not a claims-made settlement; there will be no reversion.

LIMITATIONS ON USE OF THIS STIPULATION

61. This Settlement compromises claims that are contested and, as such, shall not be 

deemed an admission by any Settling Party as to the merits of any claim or defense. Plaintiffs 

acknowledge that the Defendants have denied and continue to deny each and all claims of alleged 

wrongdoing, while the Defendants acknowledge that Plaintiffs continue to maintain the validity 

of their lawsuit and the merits of their claims. The Parties acknowledge that Defendants make no 

admission of liability or wrongdoing.

62. This Stipulation, whether or not consummated and whether or not the Settlement is 

approved by the Court, and all negotiations, discussions, drafts, and proceedings made or taken 

pursuant to or in connection with the Settlement are not, shall not be deemed to be, and may not 

be argued to be or offered or received:

(a) against any of the Released Defendant Persons as evidence of, or construed 

as evidence of, any presumption, concession, or admission by any of the Released Defendant 

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Persons with respect to the truth of any fact alleged by the Plaintiffs in the Amended Complaint 

or the Action, or the validity of any claim that has been or could have been asserted against any of 

the Defendants in the Amended Complaint or the Action, or the deficiency of any defense that has 

been or could have been asserted in the Action, or of any wrongdoing or liability by any of the 

Defendants, or any liability, fault, misrepresentation, or omission with respect to any statement or 

written document approved or made by any of the Defendants;

(b) against the Plaintiffs or any Settlement Class Member or Lead Counsel as 

evidence of, or construed as evidence of, any infirmity of the claims alleged by the Plaintiffs in 

the Amended Complaint or the Action or of any lack of merit to the claims or the Action or of 

any bad faith, dilatory motive, or inadequate prosecution of the claims or the Action;

(c) against any of the Defendants, the Plaintiffs, or any Settlement Class 

Member, or their respective legal counsel, as evidence of, or construed as evidence of, any 

presumption, concession, or admission by any of the Defendants, the Plaintiffs, or any Settlement 

Class Member, or their respective legal counsel, with respect to any liability, negligence, fault, or 

wrongdoing as against any of the Defendants, the Plaintiffs, or any Settlement Class Member, or 

their respective legal counsel, in any other civil, criminal, or administrative action or proceeding, 

other than such actions or proceedings as may be necessary to effectuate the provisions of this 

Stipulation, provided, however, that if this Stipulation is approved by the Court, the Defendants, 

the Plaintiffs, and any Settlement Class Member, or their respective legal counsel, may refer to it 

to effectuate the liability protection and releases granted them hereunder;

(d) against any of the Defendants as evidence of, or construed as evidence of, 

any presumption, concession, or admission by any of them that the Settlement Consideration 

represents the amount which could or would have been received after trial of the Action against 

them;

(e) against the Plaintiffs or any Settlement Class Member as evidence of, or 

construed as evidence of, any presumption, concession, or admission by any of the Plaintiffs or 

any Settlement Class Member that any of their claims are without merit, or that any defenses 

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asserted by the Defendants have any merit, or that damages recoverable in the Action would not 

have exceeded the Settlement Fund; or

(f) as evidence of, or construed as evidence of, any presumption, concession, 

or admission that class certification is appropriate in this Action, except for purposes of this 

Settlement.

MISCELLANEOUS PROVISIONS

63. All of the Exhibits attached hereto are hereby incorporated by reference as though 

fully set forth herein. Notwithstanding the foregoing, in the event of a conflict or inconsistency 

between the terms of this Stipulation and the terms of any Exhibit attached hereto, the terms of 

this Stipulation shall prevail.

64. The Settling Parties intend the Settlement to be a final and complete resolution of 

all disputes which have been asserted, could have been asserted, or could be asserted by Plaintiffs 

or the Settlement Class Members against the Defendants and all other Released Defendant

Persons concerning the Settlement Class Claims and against the Plaintiffs, Settlement Class 

Members and all other Released Plaintiff Persons by the Defendants concerning the Defendant 

Claims. Accordingly, the Settling Parties agree not to assert in any forum that the litigation was 

brought by Plaintiffs or defended by the Defendants in bad faith or without a reasonable basis.

The Settling Parties shall assert no claims of any violation of Fed. R. Civ. P. 11 relating to the 

prosecution, defense, or settlement of this Action. Moreover, none of the Settling Parties shall 

seek any attorneys’ fees or cost-shifting claims against the others. The Settling Parties agree that 

the Settlement Consideration and the other terms of the Settlement were negotiated at arm’s 

length in good faith by the Settling Parties, including during a full-day mediation session, as 

described herein above, and reflect a settlement that was reached voluntarily after consultation 

with experienced legal counsel.

65. This Stipulation may not be modified or amended except by a writing signed by all 

signatories hereto or their successors-in-interest, nor may a Settling Party be deemed to have 

waived any provision (including this provision) except by a writing signed by that Settling Party 

or its successor-in-interest.

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66. Neither the Settlement Class Members nor the Defendants shall be bound by this 

Stipulation if the Court modifies material terms hereof, provided, however, that it shall not be a 

basis to terminate the Settlement if the Court modifies any proposed Plan of Allocation or criteria 

for allocation of the Net Settlement Fund amongst Settlement Class Members, or the Plan of 

Allocation is modified on appeal. Nor shall it be a basis to terminate this Stipulation if the Court 

disapproves of or modifies the terms of this Stipulation with respect to the distribution of the Net 

Settlement Fund. Nor shall it be a basis to terminate this Stipulation if the Court denies, in whole 

or in part, Lead Counsel’s application for attorneys’ fees and expenses or Plaintiffs’ application 

for an award of reasonable costs and expenses related to their representation of the Settlement 

Class. 

67. Lead Counsel, on behalf of the Settlement Class, is expressly authorized by 

Plaintiffs to take all appropriate action required or permitted to be taken by the Settlement Class 

pursuant to this Stipulation to effectuate its terms and also is expressly authorized to enter into 

any modifications or amendments to this Stipulation on behalf of the Settlement Class which 

Lead Counsel deems appropriate.

68. Plaintiffs and Lead Counsel represent and warrant that none of Plaintiffs’ claims or 

causes of action referred to in this Action or this Stipulation has been assigned, encumbered, or in 

any manner transferred in whole or in part.

69. Each counsel or other Person executing this Stipulation or any of its Exhibits on 

behalf of any party hereby warrants and represents that such Person has the full authority to do so 

and that he, she, or it has the authority to take appropriate action required or permitted to be taken 

pursuant to this Stipulation to effectuate its terms. 

70. The headings herein are used for the purpose of convenience only and are not 

meant to have legal effect.

71. The administration and consummation of the Settlement as embodied in this 

Stipulation shall be under the authority of the Court, and the Court shall retain jurisdiction for the 

purpose of, among other things, entering orders providing for the implementation and 

enforcement of the terms of this Stipulation, including, without limitation, the releases provided 

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for herein, and any awards of attorneys’ fees and expenses to Lead Counsel, and enforcing the 

terms of this Stipulation.

72. The waiver by one Settling Party of any breach of this Stipulation by any other 

Settling Party shall not be deemed a waiver by the waiving Settling Party of any other prior or 

subsequent breach of this Stipulation or a waiver by any other Settling Party of any breach of this 

Stipulation. Without further order of the Court, the Settling Parties may agree to reasonable 

extensions of time to carry out any of the provisions of this Stipulation, unless such extensions 

conflict with an Order of the Court, in which case the Settling Parties shall move the Court to 

amend any such Order.

73. Other than the side agreement discussed in ¶ 58, this Stipulation and its Exhibits 

constitute the entire agreement among the Settling Parties concerning this Settlement, and no 

representations, warranties, or inducements have been made by any Settling Party concerning this 

Stipulation and its Exhibits other than those contained and memorialized in such documents.

74. This Stipulation may be executed in one or more counterparts, and the counterparts 

when executed may be made into a composite which shall constitute one integrated original 

agreement.

75. This Stipulation shall be binding upon, and inure to the benefit of, the Settling 

Parties hereto and their successors, heirs, and assigns, including any corporation or other entity 

into or with which any Settling Party or Released Person merges, consolidates, or reorganizes.

76. This Stipulation shall not be construed more strictly against one Settling Party than 

another merely by virtue of the fact that this Stipulation, or any part of it, may have been prepared 

by counsel for one of the Settling Parties, it being recognized that it is the result of arm’s-length 

negotiations between the Settling Parties, and all Settling Parties have contributed substantially 

and materially to the preparation of this Stipulation.

77. The Settling Parties warrant that, in entering into this Settlement, they have relied 

solely upon their own knowledge and investigation, and not upon any promise, representation, 

warranty, or other statement by any other Settling Party, not expressly contained in this 

Stipulation or any of the incorporated Settlement documents. It is understood by the Settling 

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Parties that, except for the matters expressly represented herein, the facts or law with respect to 

which this Stipulation is entered into may turn out to be other than or different from the facts and 

law now known to each Settling Party or believed by such party to be true; each Settling Party 

therefore expressly assumes the risk of the facts or law turning out to be so different, and agrees 

that this Stipulation shall be in all respects effective and not subject to termination by reason of 

any such different facts or law.

78. Lead Counsel and the Defendants’ counsel agree to cooperate fully with one 

another in seeking Court approval of the Preliminary Approval Order, this Stipulation, and the 

Settlement, and to use best efforts to promptly agree upon and execute all such other 

documentation as may be reasonably required to obtain final approval by the Court of the 

Settlement.

79. The Parties shall jointly request that, pending preliminary and final approval by the 

Court of the Settlement, as set forth in this Stipulation and its attached Exhibits, all proceedings in 

the Action shall be stayed, unless otherwise ordered by the Court.

80. No part of the Settlement Consideration shall be used to pay the settlement of any 

other action arising from the facts and circumstances at issue in the Action. 

81. No Person shall have any claim against Plaintiffs, Lead Counsel, the Settlement 

Administrator, the Escrow Agent, or any other agent designated by Lead Counsel based on 

distribution determinations or claim rejections made substantially in accordance with this 

Stipulation and the Settlement, the Plan of Allocation, or further orders of the Court, except in the 

case of fraud or willful misconduct. No person shall have any claim under any circumstances 

against the Defendants or the Released Defendant Persons, based on any distributions, 

determinations, claim rejections, or the design, terms, or implementation of the Plan of 

Allocation. 

82. All dollar amounts in this Stipulation are in U.S. dollars.

83. The construction, interpretation, operation, effect, and validity of this Stipulation 

and any ancillary documents necessary to effectuate it shall be governed by, construed, and 

enforced in accordance with the internal, substantive laws of the State of California without 

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giving effect to that State’s choice-of-law or conflicts-of-laws principles, except to the extent that 

federal law requires that federal law governs. Any dispute relating to this Stipulation shall be 

brought exclusively in the United States District Court for the Northern District of California, and 

each of the Settling Parties agrees not to contest subject matter jurisdiction or personal 

jurisdiction, or assert that such forum is inconvenient for any such dispute brought in this Court. 

84. Whether or not this Stipulation is approved by the Court and whether or not this 

Stipulation is consummated, or the Effective Date occurs, the Settling Parties and their counsel 

shall use their best efforts to keep all negotiations, discussions, acts performed, agreements, 

drafts, documents signed, and proceedings in connection with this Stipulation confidential.

85. All agreements made and Court orders entered during the course of this Action 

relating to the confidentiality of information shall survive this Settlement.

86. No opinion or advice concerning the tax consequences of the Settlement to 

individual Settlement Class Members is being given or will be given by the Settling Parties or 

their counsel; nor is any representation or warranty in this regard made by virtue of this 

Stipulation. Each Settlement Class Member’s tax obligations, and the determination thereof, are 

the sole responsibility of the Settlement Class Member, and it is understood that the tax 

consequences may vary depending on the particular circumstances of each individual Settlement 

Class Member.

87. If any Settling Party is required to give notice to any other Settling Party under this 

Stipulation, such notice shall be in writing and shall be deemed to have been duly given upon 

receipt of hand-delivery, overnight courier, email, or facsimile transmission with confirmation of 

receipt. Notice shall be provided as follows:

If to Lead Counsel: POMERANTZ LLP

Jeremy A. Lieberman, Esq.

Emma Gilmore, Esq.

600 Third Avenue, 20th Floor

New York, NY 10016 

Telephone: (212) 661-1100

Facsimile: (917) 463-1044

Email: jalieberman@pomlaw.com

 egilmore@pomlaw.com

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GLANCY PRONGAY & MURRAY LLP

Joshua L. Crowell

Joseph Cohen

1925 Century Park East, Suite 2100

Los Angeles, CA 90067

Telephone: (310) 201-9150

Facsimile: (310) 432-1495

Email: jcrowell@glancylaw.com

 jcohen@glancylaw.com

If to Counsel for Defendants: MORRISON & FOERSTER LLP

Jordan Eth 

Judson E. Lobdell

425 Market Street

San Francisco, California 94105-2482

Telephone: (415) 268-7000

Facsimile: (415) 268-7522

Email: jeth@mofo.com

 jlobdell@mofo.com

KEKER, VAN NEST & PETERS, LLP

Stuart L. Gasner

Jo W. Golub

Edward A. Bayley

633 Battery Street

San Francisco, CA 94111

Telephone: (415) 391-5400

Facsimile: (415) 397-7188

Email: sgasner@keker.com

 jgolub@keker.com

BOERSCH SHAPIRO LLP

Martha Boersch

David W. Shapiro

1611 Telegraph Ave., Ste. 806

Oakland, CA 94612

Telephone: (415) 500-6640

Facsimile: (415) 967-3062

Email: mboersch@boerschshapiro.com

 dshapiro@boerschshapiro.com

Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 38 of 46
Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 39 of 46
Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 40 of 46
STIPULATION AND AGREEMENT OF SETTLEMENT No. 5:17-cv-00373-LHK

sf-3863532 38

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Dated: March 2, 2018 MORRISON & FOERSTER LLP

By: 

Jordan Eth 

Judson E. Lobdell

425 Market Street

San Francisco, California 94105-2482

Telephone: (415) 268-7000

Facsimile: (415) 268-7522

Email: jeth@mofo.com

Email: jlobdell@mofo.com

Attorneys for Defendants Altaba Inc. and 

Marissa A. Mayer

Dated: March 2, 2018 BOERSCH SHAPIRO LLP

By: 

Martha Boersch

David W. Shapiro

1611 Telegraph Ave., Ste. 806

Oakland, CA 94612

Tel.: (415) 500-6640

Facsimile: (415) 967-3062

Email: mboersch@boerschshapiro.com

Email: dshapiro@boerschshapiro.com

Attorneys for Defendant Alexander Stamos

Dated: March 2, 2018 KEKER, VAN NEST & PETERS, LLP

By: 

Stuart L. Gasner

Jo Golub

Edward A. Bayley

633 Battery Street

San Francisco, CA 94111

Tel.: (415) 391-5400

Facsimile: (415) 397-7188

Email: sgasner@keker.com

Email: jgolub@keker.com

Attorneys for Defendant Ronald Bell

Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 41 of 46
STIPULATION AND AGREEMENT OF SETTLEMENT No. 5:17-cv-00373-LHK

sf-3863532 38

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Dated: March 2, 2018 MORRISON & FOERSTER LLP

By: 

Jordan Eth 

Judson E. Lobdell

425 Market Street

San Francisco, California 94105-2482

Telephone: (415) 268-7000

Facsimile: (415) 268-7522

Email: jeth@mofo.com

Email: jlobdell@mofo.com

Attorneys for Defendants Altaba Inc. and 

Marissa A. Mayer

Dated: March 2, 2018 BOERSCH SHAPIRO LLP

By: 

Martha Boersch

David W. Shapiro

1611 Telegraph Ave., Ste. 806

Oakland, CA 94612

Tel.: (415) 500-6640

Facsimile: (415) 967-3062

Email: mboersch@boerschshapiro.com

Email: dshapiro@boerschshapiro.com

Attorneys for Defendant Alexander Stamos

Dated: March 2, 2018 KEKER, VAN NEST & PETERS, LLP

By: 

Stuart L. Gasner

Jo Golub

Edward A. Bayley

633 Battery Street

San Francisco, CA 94111

Tel.: (415) 391-5400

Facsimile: (415) 397-7188

Email: sgasner@keker.com

Email: jgolub@keker.com

Attorneys for Defendant Ronald Bell

Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 42 of 46

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PROOF OF SERVICE BY ELECTRONIC POSTING 

 I, the undersigned say: 

 I am not a party to the above case, and am over eighteen years old. On March 2, 2018, I 

served true and correct copies of the foregoing document, by posting the document electronically to 

the ECF website of the United States District Court for the Northern District of California, for receipt 

electronically by the parties listed on the Court’s Service List. 

 I affirm under penalty of perjury under the laws of the United States of America that the 

foregoing is true and correct. Executed on March 2, 2018, at Los Angeles, California. 

 s/ Joshua L. Crowell 

 Joshua L. Crowell 

Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 44 of 46
Mailing Information for a Case 5:17-cv-00373-LHK In Re Yahoo! Inc. Securities

Litigation

Electronic Mail Notice List

The following are those who are currently on the list to receive e-mail notices for this case.

Edward Andrew Bayley

ebayley@keker.com,laure-mandin-6675@ecf.pacerpro.com,lmandin@keker.com,efiling@keker.com,ed-bayley0392@ecf.pacerpro.com

Martha A Boersch

mboersch@boerschshapiro.com,lkollios@boerschshapiro.com,rvorkoeper@boerschshapiro.com,frizvi@boerschshapiro.com

Joshua L Crowell

jcrowell@glancylaw.com,dmanning@glancylaw.com

Jordan Eth

jeth@mofo.com,jordan-eth-3756@ecf.pacerpro.com,tkhadoo@mofo.com,trina-khadoo-5939@ecf.pacerpro.com

Emma Gilmore

egilmore@pomlaw.com

Jo W. Golub

jgolub@keker.com,mvillagra@keker.com,julie-selby-5502@ecf.pacerpro.com,sandy-giminez6735@ecf.pacerpro.com,efiling@keker.com,jselby@keker.com,molly-villagra5677@ecf.pacerpro.com,SHarmison@keker.com,jah@keker.com,jo-golub-8129@ecf.pacerpro.com

Michael Grunfeld

mgrunfeld@pomlaw.com

J Alexander Hood , II

ahood@pomlaw.com,abarbosa@pomlaw.com

Adam G. Kurtz

agkurtz@pomlaw.com

Jeremy A Lieberman

jalieberman@pomlaw.com,disaacson@pomlaw.com,abarbosa@pomlaw.com,lpvega@pomlaw.com

Judson Earle Lobdell

jlobdell@mofo.com,magdalena-blackmer-3352@ecf.pacerpro.com,judson-lobdell6493@ecf.pacerpro.com,mblackmer@mofo.com

Jennifer Pafiti

jpafiti@pomlaw.com,kmsaletto@pomlaw.com,disaacson@pomlaw.com,abarbosa@pomlaw.com

Robert Vincent Prongay

rprongay@glancylaw.com,info@glancylaw.com,bmurray@glancylaw.com

Manual Notice List

The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore require manual

noticing). You may wish to use your mouse to select and copy this list into your word processing program in order to create notices

or labels for these recipients.

Jennifer Leinbach 

CAND-ECF- https://ecf.cand.uscourts.gov/cgi-bin/MailList.pl?912101799366943-L_1_0-1

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Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 45 of 46
Glancy Prongay & Murray LLP

1925 Century Park East

Suite 2100

Los Angeles, CA 90067

CAND-ECF- https://ecf.cand.uscourts.gov/cgi-bin/MailList.pl?912101799366943-L_1_0-1

2 of 2 3/2/2018, 2:34 PM

Case 5:17-cv-00373-LHK Document 74 Filed 03/02/18 Page 46 of 46