The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement of the Action.  The Notice is also being sent to inform Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation for the Settlement proceeds, and Plaintiff’s Counsel’s Fee Application, including Plaintiff’s application for a service award (the “Settlement Hearing”). See § 9 of the Notice for details about the Settlement Hearing, including the date and time of the hearing.

The Court directed that the Notice be mailed to you because you may be a Class Member.  The Court has directed us to send you the Notice because, as a Class Member, you have a right to know about your options before the Court rules on the proposed Settlement.  Additionally, you have the right to understand how the Action and the proposed Settlement generally affect your legal rights.  Please Note: The Court may approve the proposed Settlement with such modifications as the Parties may agree to, if appropriate, without further notice to the Class.

The issuance of the Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claim in the Action, and the Court has not yet decided whether to approve the Settlement.  If the Court approves the Settlement, then payments to eligible Class Members will be made after any appeals are resolved.

Please Note: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT.  THE COURT HAS MADE NO FINDINGS WITH RESPECT TO THE FOLLOWING MATTERS AND THESE RECITATIONS SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.

Summary of Claims, Issues, Defenses, and Relief Sought in the Action

This Action arises out of the business combination between HighCape and Quantum-Si Incorporated, currently known as Q-SI Operations Inc. (“Legacy QSI”).  Plaintiff alleges that Defendants caused HighCape to make materially false and misleading public statements about the proposed business combination and that Defendants’ alleged breaches of fiduciary duty, or aiding and abetting of breaches of fiduciary duty, and unjust enrichment harmed the Class by, among other things, dissuading its members from redeeming their stock.  In this Action, Plaintiff sought an award of damages to himself and the Class or an equitable reopening of the redemption window to allow Plaintiff and Class Members to redeem their shares at the redemption price.

Defendants deny any and all allegations of wrongdoing, fault, liability, or damages, including, but not limited to, any allegations that Defendants have committed or aided and abetted the commissions of any violations of law or breach of any duty owed to HighCape stockholders, that the Merger was not entirely fair to, or in the best interests of, HighCape stockholders, that Defendants have acted improperly in any way, that Defendants have any liability or owe any damages of any kind to Plaintiff and/or the Class, and/or that Defendants were unjustly enriched in connection with the Merger.  Defendants maintain that their conduct was at all times proper and in compliance with applicable law.  Defendants also deny that HighCape’s stockholders were harmed by any conduct of Defendants that was alleged, or that could have been alleged, in the Action.  Each of the Defendants asserts that, at all relevant times, such Defendant acted in good faith.  Each of the HighCape Defendants asserts that, at all relevant times, such Defendant acted in a manner believed to be in the best interests of HighCape and all of its stockholders.

Factual Background

On June 10, 2020, HighCape was incorporated in Delaware as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. 

On September 9, 2020, HighCape consummated its initial public offering (the “IPO”) of 11.5 million units (the “Public Units”) at a price of $10.00 per Public Unit, generating gross proceeds of $115 million.  Each Public Unit consisted of one share of HighCape Class A Common Stock, and one third of one public warrant.  On February 18, 2021, HighCape entered into a business combination agreement with Legacy QSI, pursuant to which HighCape would merge with Legacy QSI (the “Merger”).  The funds raised from the IPO were placed in a trust account for the benefit of HighCape’s public stockholders, who had the right to redeem all or a portion of their shares of Class A Common Stock at a per-share price, payable in cash, equal to their pro rata share of the aggregate amount on deposit in the trust account upon the occurrence of certain events. 

On May 14, 2021, HighCape filed with the SEC a Definitive Proxy Statement concerning the Merger (such proxy statement together with any preliminary proxy filings, as well as any amendments or supplements thereto, the “Proxy”), which was disseminated to HighCape stockholders.  The Proxy informed stockholders of a special meeting to be held on June 9, 2021 (the “Special Meeting”), at which, among other things, stockholders would vote whether to approve the Merger and related transactions.  The Proxy also informed stockholders that the deadline for them to redeem their shares in connection with the Merger was 5:00 PM Eastern Time (ET) on June 7, 2021 (the “Redemption Deadline”).

Prior to the Special Meeting, the holders of 571,128 shares of HighCape Class A Common Stock (the “Redeeming Stockholders”) exercised their right to redeem those shares and received their pro rata share of the trust proceeds.

On June 9, 2021, HighCape stockholders voted to approve the Merger at the Special Meeting. 

On June 10, 2021, the Merger closed (the “Closing”).  Following the Closing, HighCape was renamed Quantum-Si Incorporated (“New QSI”).

On March 31, 2023, Plaintiff sent New QSI a demand to inspect certain of its books and records pursuant to 8 Del. C. § 220 concerning the de-SPAC Merger.

Between June and July 2023, New QSI made four document productions to Plaintiff in response to the Section 220 Demand, consisting of 21 documents and 952 pages.

On May 16, 2024, Plaintiff commenced an action against Defendants on behalf of himself and all other similarly situated former HighCape stockholders by filing a Verified Class Action Complaint in the Court bearing the caption Farzad v. HighCape Capital, LP, et al., C.A. No. 2024-0524-LWW, asserting claims for breach of fiduciary duty resulting from the HighCape Defendants’ alleged impairment of HighCape stockholders’ redemption rights in connection with the Merger, and claims for aiding and abetting the HighCape Defendants’ breaches of fiduciary duty by the Aiding and Abetting Defendants, as well as unjust enrichment against all Defendants (the “Complaint”) (Trans. ID 73089118).

On June 21, 2024, certain Defendants sent Plaintiff a production of documents (the “June 2024 Production”).

On July 29, 2024, the HighCape Defendants and the Aiding and Abetting Defendants filed motions and opening briefs seeking to dismiss the Complaint (the “Motions to Dismiss”) (Trans. ID 73831697; Trans. ID 73831294; Trans. ID 73830523).  In their Motions to Dismiss, certain Defendants cited to documents contained in the June 2024 Production.

On August 12, 2024, Plaintiff served First Requests for Production of Documents Directed to the HighCape Defendants (“RFPs”) (Trans. ID 74024028).

On August 15, 2024, Plaintiff served a First Set of Interrogatories Directed to the HighCape Defendants (the “Interrogatories”) (Trans. ID 74062415).

On October 8, 2024, Plaintiff filed a Motion to Compel Production of Documents and Interrogatory Answers (the “Motion to Compel”) (Trans. ID 74704026).

On October 22, 2024, the HighCape Defendants filed their Opposition to the Motion to Compel and a Motion for a Protective Order Pending Resolution of Motion to Dismiss (the “Motion for Protective Order”) (Trans. ID 74842407).

On November 8, 2024, Plaintiff filed his Reply in Further Support of the Motion to Compel and Opposition to the Motion for Protective Order (Trans. ID 74976370).

On November 15, 2024, the HighCape Defendants filed their Reply in Further Support of their Motion for Protective Order (Trans. ID 75015777).

On November 18, 2024, the Court held a hearing on the Motion to Compel and Motion for Protective Order. The Court granted, in part, the Motion to Compel and denied the Motion for Protective Order (the “Motion to Compel Order”) (Trans. ID 75026028).

The HighCape Defendants and Plaintiff met and conferred in light of the Motion to Compel Order and discussed a search protocol to produce certain additional documents pursuant to the Motion to Compel Order.  In response to Plaintiff’s RFPs and Motion to Compel, the HighCape Defendants produced 151 documents, consisting of 2,120 pages.

On April 30, 2025, certain Parties participated in a full-day mediation (the “Mediation”) before Michelle Yoshida of Phillips ADR Enterprises.  No settlement was reached at the Mediation but settlement and discovery negotiations continued.

The Parties reached an agreement in principle to settle the Action on July 22, 2025, with the assistance of Ms. Yoshida, the definitive terms of which are reflected in the Stipulation. 

On December 23, 2025, following extensive negotiations regarding the specific terms and conditions of their agreement, the Parties entered into the Stipulation. The Stipulation (together with the Exhibits thereto), which reflects the final and binding agreement between the Parties and the terms and conditions of the Settlement, can be viewed on the Important Documents page of this website.

On January 7, 2026, the Court entered a Scheduling Order directing that notice of the Settlement be provided to potential Class Members, and scheduling the Settlement Hearing to, among other things, consider whether to grant final approval to the Settlement.

If you are a member of the Class, you are subject to the Settlement.  The Class preliminarily certified by the Court solely for purposes of the Settlement consists of:

All record and beneficial holders of HighCape Class A Common Stock who held such shares during the Class Period, including their successors-in-interest who obtained shares by operation of law, but excluding: (i) Defendants and the members of the Individual Defendants’ immediate families; (ii) any Person, firm, trust, corporation, or any entity related to or affiliated with any of the foregoing individuals or entities, or in which any of the foregoing individuals or entities has a controlling interest; (iii) the legal representatives, heirs, successors, or assignees of any such Excluded Persons - in each case, only to the extent such Persons or entities held shares of HighCape Class A Common Stock during the Class Period; and (iv) any trusts, estates, entities, or accounts that held shares of HighCape Class A Common Stock for the benefit of any of the foregoing.

Please Note: The Class is a non “opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2).  Accordingly, Class Members do not have the right to exclude themselves from the Class.

In consideration of the settlement of the Released Plaintiff’s Claims (defined herein) against Released Defendant Parties (defined herein), Defendants will deposit or cause to be deposited the $7,600,000 Settlement Amount into an interest-bearing escrow account for the benefit of the Class.

Plaintiff continues to believe that the claims asserted in the Action have merit, but also believes that the Settlement set forth in the Stipulation provides substantial and immediate benefits for the Class.  In addition to these substantial benefits, Plaintiff and Plaintiff’s Counsel have considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of the Action; (ii) the probability of success on the merits; (iii) the inherent problems of proof associated with, and possible defenses to, the claims asserted in the Action; (iv) the desirability of permitting the Settlement to be consummated according to its terms; (v) the expense and length of continued proceedings necessary to prosecute the Action through trial and appeals; (vi) the delay attendant to obtaining discovery from individuals and entities located outside the United States; and (vii) the conclusion of Plaintiff and Plaintiff’s Counsel that the terms and conditions of the Settlement and the Stipulation are fair, reasonable, adequate, and in the best interests of the Class to settle the claims asserted in the Action on the terms set forth in the Stipulation.

Based on Plaintiff’s Counsel’s thorough review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, Plaintiff’s Counsel believe that the Settlement set forth in the Stipulation is fair, reasonable, adequate, and confers substantial benefits upon the Class.  Based upon Plaintiff’s Counsel’s evaluation, as well as his own evaluation, Plaintiff has determined that the Settlement is in the best interests of the Class and has agreed to the terms and conditions set forth in the Stipulation.

Defendants continue to believe that the claims asserted in the Action are without merit and deny any and all allegations of wrongdoing, fault, liability, or damages with respect to Released Plaintiff’s Claims, including, but not limited to, any allegations that Defendants have committed any violations of law or breach of any duty owed to HighCape stockholders, that the Merger was not entirely fair to, or in the best interests of, HighCape stockholders, that Defendants have acted improperly in any way, that Defendants have any liability or owe any damages of any kind to Plaintiff and/or the Class, and/or that Defendants were unjustly enriched in the Merger.  Defendants maintain that their conduct was at all times proper and in compliance with applicable law.  Defendants also deny that HighCape’s stockholders were harmed by any conduct of Defendants that was alleged, or that could have been alleged, in the Action.  Each of the Defendants asserts that, at all relevant times, such Defendant acted in good faith.  Each of the HighCape Defendants asserts that, at all relevant times, such Defendant acted in a manner believed to be in the best interests of HighCape and all of its stockholders.

Nevertheless, Defendants have determined to enter into the Settlement on the terms and conditions set forth in the Stipulation solely to resolve the Released Plaintiff’s Claims, finally and forever, without in any way acknowledging any wrongdoing, fault, liability, or damages.

The $7,600,000 Settlement Amount will be deposited into an interest-bearing escrow account for the benefit of the Class.  If the Settlement is approved by the Court and the Effective Date of the Settlement occurs, the “Net Settlement Fund” (that is, the Settlement Amount plus any and all interest earned thereon (the “Settlement Fund”) less: (i) any Fee and Expense Award, and interest earned thereon; (ii) Notice and Administration Costs; (iii) Taxes and Tax Expenses; and (iv) other Court-approved deductions) will be distributed in accordance with the proposed Plan of Allocation stated below or such other plan of allocation as the Court may approve.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and the Effective Date of the Settlement has occurred. Approval of the Settlement is independent from approval of a plan of allocation. Any determination with respect to a plan of allocation will not affect the Settlement, if approved.

The Court may approve the Plan of Allocation as proposed or it may modify the Plan of Allocation without further notice to the Class.  Any Orders regarding any modification of the Plan of Allocation will be posted on the Important Documents page of this website.

PROPOSED PLAN OF ALLOCATION

UNDERSTANDING YOUR PAYMENT – NET SETTLEMENT FUND

If the Settlement is approved by the Court, the Net Settlement Fund will be distributed only to Class Members who timely submit a valid Proof of Claim and Release to the Settlement Administrator in accordance with the proposed Plan of Allocation (“Plan of Allocation” or “Plan”) or such other plan of allocation as the Court may approve.  Class Members who do not timely submit a valid Proof of Claim and Release will not share in the Net Settlement Fund but will otherwise be bound by the Settlement. The Court may approve the proposed Plan of Allocation, or modify it, without additional notice to the Class.  Any order modifying the Plan of Allocation will be posted on the Important Documents page of this website.

The objective of the Plan of Allocation is to distribute the Net Settlement Fund equitably among Class Members.  The Plan of Allocation is not a formal damages analysis, and the calculations made in accordance with the Plan of Allocation are not intended to be estimates of, or indicative of, the amounts that Class Members might have been able to recover after a trial.  Nor are the calculations in accordance with the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants under the Settlement.  The computations under the Plan of Allocation are only a method to weigh, in a fair and equitable manner, the claims of Authorized Claimants against one another for the purpose of making pro rata allocations of the Net Settlement Fund. The formulas below are intended solely for purposes of the Plan of Allocation and cannot and should not be binding on Plaintiff or any Class Member for any other purpose.

Calculation of Distribution Amounts

A “Recognized Claim” will be calculated for each share of HighCape Class A Common Stock held by an Authorized Claimant as of June 7, 2021, that was not redeemed in connection with the Merger that is listed on the Proof of Claim and Release and for which adequate documentation is provided to the Settlement Administrator, as follows:

1. the Recognized Claim for each share of HighCape Class A Common Stock held as of June 7, 2021, that could have been but was not redeemed and that was (i) sold prior to the Merger on June 10, 2021, or (ii) cancelled and converted to a share of New QSI common stock and sold before the close of the market on May 16, 2024, at a price below $10.00 shall be the Redemption Price of $10.00 minus the sale price, plus Base Amount (as defined below).
2. the Recognized Claim for each share of HighCape Class A Common Stock held as of June 7, 2021, that could have been but was not redeemed and that was (i) sold prior to the Merger on June 10, 2021, or (ii) cancelled and converted to a share of New QSI common stock and sold before the close of the market on May 16, 2024, at a price of $10.00 or greater shall be zero, plus Base Amount (as defined below).
3. the Recognized Claim for each share of HighCape Class A Common Stock held as of June 7, 2021, that could have been but was not redeemed and that was cancelled and converted to a share of New QSI common stock and held as of the close of the market on May 16, 2024, shall be $8.14, calculated as the Redemption Price of $10.00 minus $1.86 (the closing stock price of New QSI on May 16, 2024, rounded to the nearest cent), plus Base Amount (as defined below).
4. Base Amount for each share of HighCape Class A Common Stock held as of June 7, 2021 that could have been but was not redeemed shall be $0.10 per share.

For the avoidance of doubt, there will be no Recognized Claim for any share of HighCape Class A Common Stock redeemed in connection with the Merger.  To the extent that the calculation of an Authorized Claimant’s Recognized Claim results in a negative number, that number shall be set to zero.

The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based on the relative size of their Recognized Claims.  Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant, which will be the sum of the Authorized Claimant’s Recognized Claims divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund.  If any Authorized Claimant’s Distribution Amount calculates to less than $10.00, it will not be included in the calculation, and no distribution will be made to that Authorized Claimant; however, they will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action.

If the sum total of Recognized Claims of all Authorized Claimants who are entitled to receive payment out of the Net Settlement Fund is greater than the Net Settlement Fund, each Authorized Claimant shall receive their pro rata share of the Net Settlement Fund.  If the Net Settlement Fund exceeds the sum total amount of the Recognized Claims of all Authorized Claimants entitled to receive payment out of the Net Settlement Fund, the excess amount in the Net Settlement Fund shall be distributed pro rata to all Authorized Claimants entitled to receive payment.  Defendants shall not have a reversionary interest in the Net Settlement Fund.

Additional Provisions

Any transaction in common stock executed outside regular trading hours for the U.S. financial market shall be deemed to have occurred during the next trading session.

All purchases and sales shall exclude any fees, taxes, and commissions.

Purchases and sales of HighCape Class A Common Stock or New QSI common stock shall be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or “payment” date.  The receipt or grant by gift, inheritance, or operation of law of HighCape Class A Common Stock or New QSI common stock shall not be deemed a purchase or sale of these shares of HighCape Class A Common Stock or New QSI common stock for the calculation of an Authorized Claimant’s Recognized Claim, nor shall the receipt or grant be deemed an assignment of any claim relating to the purchase of such shares of such HighCape Class A Common Stock or New QSI common stock unless (i) the donor or decedent purchased such shares of HighCape Class A Common Stock or New QSI common stock; (ii) no Proof of Claim and Release was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to such shares of HighCape Class A Common Stock or New QSI common stock; and (iii) it is specifically so provided in the instrument of gift or assignment.

The date of covering a “short sale” is deemed to be the date of purchase of HighCape Class A Common Stock or New QSI common stock.  The date of a “short sale” is deemed to be the date of sale of HighCape Class A Common Stock or New QSI common stock.  Under the Plan of Allocation, however, the Recognized Claim on “short sales” is zero and the Recognized Claim on any portion of a purchase that matches against (or “covers”) a “short sale” is zero.  The Recognized Claim on a “short sale” that is not covered by a purchase is also zero.

HighCape Class A Common Stock (including those shares converted to New QSI common stock) is the only security eligible for recovery under the Plan of Allocation.  Option Contracts are not securities eligible to participate in the Settlement.  With respect to shares of HighCape Class A Common Stock or New QSI common stock purchased or sold through the exercise of an option, the purchase/sale date of the HighCape Class A Common Stock or New QSI common stock is the exercise date of the option and the purchase/sale price of the HighCape Class A Common Stock or New QSI common stock is the exercise price of the option.

Distributions will be made to Authorized Claimants after all Proofs of Claim and Release have been processed and after the Court has finally approved the Settlement. After the initial distribution of the Net Settlement Fund, the Settlement Administrator will make reasonable and diligent efforts to have Authorized Claimants cash their distribution checks. To the extent any monies remain in the fund after a reasonable amount of time following the date of the initial distribution, if Plaintiff’s Counsel, in consultation with the Settlement Administrator, determine that it is cost-effective to do so, the Settlement Administrator will conduct a re-distribution of the funds 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 may occur thereafter if Plaintiff’s Counsel, in consultation with the Settlement Administrator, determine 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 donated to the Delaware Combined Campaign for Justice.

Payment pursuant to the Plan of Allocation or such other plan as may be approved by the Court for this Settlement shall be conclusive against all Authorized Claimants. No person shall have any claim against Plaintiff, Plaintiff’s Counsel, Plaintiff’s damages expert, Defendants, Defendants’ Counsel, any of the other Class Members, or the Settlement Administrator or other agent designated by Plaintiff’s Counsel arising from distributions made substantially in accordance with the Stipulation, the plan of allocation approved by the Court, or further orders of the Court. Plaintiff, Plaintiff’s Counsel, Defendants and their respective counsel, and all other released parties shall have no responsibility for or liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund; the Plan of Allocation; the determination, administration, calculation, or payment of any claim or nonperformance of the Settlement Administrator; the payment or withholding of Taxes; or any losses incurred in connection therewith.

Class Members who do not submit an acceptable Proof of Claim and Release will not share in the distribution of the Net Settlement Fund; however, they will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any Class Member or claimant.

Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her, or its claim.

If the Settlement is approved, the Court will enter an Order and Final Judgment (the “Judgment”).  Pursuant to the Judgment, all claims asserted against Defendants in the Action will be dismissed with prejudice and the following Releases will occur:

Upon the Effective Date, Plaintiff and each and every Class Member, on behalf of themselves and any and all of their respective predecessors, successors, assigns, agents, representatives, trustees, executors, administrators, estates, heirs, and transferees, whether immediate or remote, shall and shall be deemed to have fully, finally, and forever released, relinquished, settled, and discharged Released Defendant Parties from and with respect to every one of Released Plaintiff’s Claims on the terms and conditions set forth in the Stipulation, and shall thereupon be forever barred and enjoined from commencing, instituting, instigating, facilitating, asserting, continuing, maintaining, participating in, or prosecuting any and all Released Plaintiff’s Claims against any of Released Defendant Parties; and

Upon the Effective Date, Defendants, on behalf of themselves and any other person or entity who could assert any of Released Defendants’ Claims on their behalf, and to the fullest extent permitted by law, including in light of the releases set forth herein, the other Released Defendant Parties, shall or shall be deemed to have fully, finally, and forever released, settled, and discharged the Released Plaintiff Parties from and with respect to every one of the Released Defendants’ Claims on the terms and conditions set forth in the Stipulation, and shall thereupon be forever barred and enjoined from commencing, instituting, instigating, facilitating, asserting, continuing, maintaining, participating in, or prosecuting any of Released Defendants’ Claims against any of the Released Plaintiff Parties.

The following capitalized terms used in this section shall have the meanings specified below:

“Released Defendant Parties” means Defendants, the Company, and Legacy QSI, and any and all of their respective current and former directors (including, without limitation, the Individual Defendants), officers, employees, employers, parent entities, controlling persons, owners, members, principals, affiliates, subsidiaries, managers, partners, limited partners, general partners, stockholders, representatives, attorneys, advisors, consultants, accountants, investment bankers, commercial bankers, agents, heirs, executors, trustees, personal representatives, estates, administrators, predecessors, successors, assigns, insurers, and reinsurers."

“Released Defendants’ Claims” means, as against the Released Plaintiff Parties, any and all claims, complaints, causes of action, or sanctions, including Unknown Claims, that have been or could have been asserted by the Defendants in the Action, or in any court, tribunal, forum or proceeding, which arise out of or relate in any way to the institution, prosecution, settlement, or dismissal of the Action; provided, however, that the Released Defendants’ Claims shall not include (i) any claims to enforce the Stipulation, or (ii) any claims to enforce the Judgment entered by the Court. 

“Released Plaintiff Parties” means Plaintiff, all other Class Members, and Plaintiff’s Counsel, and their legal representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest, and assigns of any of the foregoing.

“Released Plaintiff’s Claims” means, as against the Released Defendant Parties, to the fullest extent permitted by Delaware law, any and all manner of claims, including Unknown Claims, suits, actions, causes of action, demands, liabilities, losses, rights, obligations, duties, damages, diminution in value, disgorgement, debts, costs, expenses, interest, penalties, fines, sanctions, fees, attorneys’ fees, expert or consulting fees, agreements, judgments, decrees, matters, allegations, issue, and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or unapparent, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, whether based on state, local, federal, foreign, statutory, regulatory, or common law or equity or otherwise, that (i) were alleged, asserted, set forth, or claimed in the Complaint, or (ii) could have been alleged, asserted, set forth, or claimed in the Complaint, the Action, or in any other action in any other court, tribunal, proceeding, or other forum, by Plaintiff or any other member of the Class, individually or on behalf of the Class, that, in full or in part, concern, are based upon, arise out of, relate to, or are in any way connected to the claims, allegations, transactions, facts, circumstances, events, acts, disclosures, statements, representations, omissions, or failures to act alleged, set forth, or referred to in the Complaint, arise out of, are based upon, relate to, or concern the rights of, duties owed to, and/or ownership of HighCape Class A Common Stock during the Class Period, the Proxy, any other disclosure relating to or concerning the Merger, or the involvement of any of the Released Defendant Parties with respect to any of the foregoing; provided, however, that the Released Plaintiff’s Claims shall not include (a) any claims to enforce the Stipulation, or (b) any claims to enforce the Judgment entered by the Court.

“Unknown Claims” means any Released Plaintiff’s Claims and Released Defendants’ Claims that a releasing Person does not know or suspect to exist in his, her, or its favor at the time of the release, which if known by him, her, or it, might have affected his, her, or its decision(s) with respect to the Settlement.  With respect to any and all Released Plaintiff’s Claims and Released Defendants’ Claims, upon the Effective Date, Plaintiff and Defendants shall expressly waive, and each of the Released Plaintiff Parties and Released Defendant Parties shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, relinquished, and released any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States or other jurisdiction, or principle of common law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Plaintiff and Defendants acknowledge, and the Released Plaintiff Parties and the Released Defendant Parties by operation of law are deemed to acknowledge, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Plaintiff’s Claims and the Released Defendants’ Claims, but that it is the intention of Plaintiff and Defendants, and by operation of law the Released Plaintiff Parties and the Released Defendant Parties, to completely, fully, finally, and forever extinguish any and all Released Plaintiff’s Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts.  Plaintiff and Defendants also acknowledge, and the Released Plaintiff Parties and the Released Defendant Parties by operation of law are deemed to acknowledge, that the inclusion of “Unknown Claims” in the definition of Released Plaintiff’s Claims and Released Defendants’ Claims is separately bargained for and is a key element of the Settlement.

Plaintiff’s Counsel have not received any payment for their services in pursuing claims asserted in the Action, nor have Plaintiff’s Counsel been paid for their expenses incurred in connection with the Action. In connection with the Settlement, Plaintiff’s Counsel will apply for a Fee and Expense Award to include an award of attorneys’ fees in an amount not to exceed 20% of the Settlement Amount, inclusive of expenses incurred in connection with the Action (the “Fee Application”), which application will be wholly inclusive of any request for attorneys’ fees and expenses on behalf of any Class Member or his, her, or its counsel in connection with the Settlement.  Plaintiff’s Counsel may apply to the Court for a service award to Plaintiff not to exceed $2,500, payable out of any Fee and Expense Award. Any award of attorneys’ fees and expenses by the Court pursuant to the Fee Application (i.e., the Fee and Expense Award) shall be paid out of, and not be in addition to, the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

Class Members do not need to attend the Settlement Hearing.  The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing.  Class Members can recover from the Settlement without attending the Settlement Hearing.

Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members.  In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Class Members to appear at the hearing remotely by telephone or video, without further written notice to Class Members.  In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by telephone or video, it is important that you monitor the Court’s docket, before making any plans to attend the Settlement Hearing.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing, or updates regarding in-person or remote appearances at the hearing, will be posted on the Important Documents page of this website. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by telephone or videoconference, the information needed to access the conference will be posted on this website.

The Settlement Hearing will be held on March 27, 2026, at 11:00 a.m., before the Honorable Lori W. Will, Vice Chancellor, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, to, among other things:

1. Determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2);
2. Determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed Class Representative for the Class and Plaintiff’s Counsel should be finally appointed Class Counsel for the Class
3. Determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to Plaintiff and the other members of the Class and in their best interests;
4. Determine whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered;
5. Determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved;
6. Determine whether and in what amount any Fee and Expense Award to Plaintiff’s Counsel should be paid out of the Settlement Fund, including any service award to Plaintiff to be paid solely from any Fee and Expense Award;
7. Hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award, including any service award to Plaintiff; and
8. Consider any other matters that may properly be brought before the Court in connection with the Settlement.

Any Class Member may object to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s Fee Application, including Plaintiff’s application for a service award (“Objector”); provided, however, that no Objector shall be heard or entitled to object unless, no later than fourteen (14) calendar days before the Settlement Hearing (i.e., by March 13, 2026), such person: (1) files his, her, or its written objection, together with copies of all other papers and briefs supporting the objection, with the Register in Chancery at the address set forth below; and (2) serves such papers on Plaintiff’s Counsel and Defendants’ Counsel (electronically by File & ServeXpress, by hand, by first-class U.S. mail, by express service, or by email) at the addresses set forth below.

Any objections must: (i) identify the case name and civil action number, “Farzad v. HighCape Capital LP, et al., C.A. No. 2024-0524-LWW”; (ii) state the name, address, telephone number, and email address (if available) of the Objector and, if represented by counsel, the name, address, telephone number, and email address of the Objector’s counsel; (iii) be signed by the Objector; (iv) contain a specific, written statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the Objector wishes to bring to the Court’s attention, and if the Objector has indicated that he, she, or it intends to appear at the Settlement Hearing, the identity of any witnesses the Objector may call to testify, and any exhibits the Objector intends to introduce into evidence at the hearing; (v) include documentary evidence sufficient to prove that the Objector is a member of the Class; and (vi) identify all class actions to which the Objector and the Objector’s counsel have previously objected.  Plaintiff’s Counsel are authorized to request from any Objector additional information or documentation sufficient to prove that the Objector is a member of the Class. You may file a written objection without having to appear at the Settlement Hearing.  You may not, however, appear at the Settlement Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Plaintiff’s Counsel’s Fee Application, including Plaintiff’s application for a service award (assuming you timely file and serve a written objection as described in the Notice), you must also file a notice of appearance with the Register in Chancery and serve it on Plaintiff’s Counsel and Defendants’ Counsel at the mailing and email addresses set forth above so that the notice is received on or before March 13, 2026.  Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the hearing.  Such persons may be heard orally at the discretion of the Court.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing.  However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Plaintiff’s Counsel and Defendants’ Counsel at the mailing and email addresses set forth above so that the notice is received on or before March 13, 2026.

The Settlement Hearing may be adjourned by the Court without further written notice to Class Members.  If you plan to attend the Settlement Hearing, you should confirm the date, time, and location with Plaintiff’s Counsel.

Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection (including the right to appeal) and shall be forever foreclosed from making any objection to the Settlement, the Plan of Allocation, or Plaintiff’s Counsel’s Fee Application, including Plaintiff’s application for a service award, or any other matter related to the Settlement or the Action, and will otherwise be bound by the Judgment to be entered and the Releases to be given.  Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

The Notice contains only a summary of the terms of the proposed Settlement.  For more detailed information about the matters involved in the Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular business hours at the Office of the Register in Chancery, Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801.  Additionally, copies of the Stipulation and any related orders entered by the Court will be posted on the Important Documents page of this website.

If you have questions regarding the Settlement, you may contact the Settlement Administrator by mail at HighCape Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91220, Seattle, WA 98111; by telephone at 1-888-825-1232; or by email at info@HighCapeStockholderSettlement.com.  You may also contact Plaintiff’s Counsel: Erik W. Luedeke, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800-449-4900, settlementinfo@rgrdlaw.com; or Kelly L. Tucker, Grant & Eisenhofer P.A., 123 Justison Street, 7th Floor, Wilmington, DE 19801, 302-622-7000, ktucker@gelaw.com.  Do not contact the Court or its staff with questions about the terms of the proposed Settlement.

If you are a broker or other nominee that held shares of HighCape Class A Common Stock between May 10, 2021, and June 10, 2021, for the beneficial interest of persons or entities other than yourself, you are requested to either: (i) within seven (7) calendar days of receipt of the Notice, request from the Settlement Administrator sufficient copies of the Notice to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notices, forward them to all such beneficial owners; or (ii) within seven (7) calendar days of receipt of the Notice, provide a list of the names, addresses, and, if available, email addresses of all such beneficial owners to the Settlement Administrator at HCCSecurities@HighCapeStockholderSettlement.com or HighCape Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91220, Seattle, WA 98111.  If you choose the second option, the Settlement Administrator will send a copy of the Notice to the beneficial owners.  Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred by providing the Settlement Administrator with proper documentation supporting the expenses for which reimbursement is sought.  Reasonable expenses actually incurred in connection with the foregoing include up to $0.03 per record for providing names, addresses, and, if available, email addresses to the Settlement Administrator, up to a maximum of $0.03 per Notice mailed by you, plus postage at the rate used by the Settlement Administrator, or $0.03 per Notice sent by email.  A copy of the Notice may also be obtained from the Important Documents page of this website, by calling the Settlement Administrator toll free at 1-888-825-1232, or by emailing the Settlement Administrator at HCCSecurities@HighCapeStockholderSettlement.com.