Babcock & Wilcox Stockholder Settlement

The purpose of this website and the Notice is are to inform you of a proposed settlement (the “Settlement”) of the above-captioned action (the “Action”) pending before the Court of Chancery of the State of Delaware (the “Court”) and of a hearing currently scheduled to be held on July 10, 2023, at 11:00 a.m. in the Court of Chancery at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or as may be undertaken via a remote proceeding such as Zoom or by telephone (the “Settlement Hearing”). The Settlement Hearing may be adjourned from time to time. The purpose of the Settlement Hearing is to: (a) determine whether the proposed Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable, adequate, and in the best interests of the Company, its stockholders, and the Class; (b) determine whether the Court should finally approve the Stipulation and enter the Order and Final Judgment as provided in the Stipulation, finally certifying the class, dismissing the Action with prejudice and extinguishing and releasing the Released Claims; (c) consider Plaintiff’s Counsel’s application for a Fee & Expense Award (described below); (d) consider Plaintiff’s application for an Incentive Award to be paid solely out of any Fee & Expense Award; (e) hear and determine any objections to the proposed Settlement, the class action determination, Plaintiff’s request for an Incentive Award or Plaintiff’s Counsel’s request for a Fee & Expense Award; and (f) rule on such other matters as the Court may deem appropriate. Class Members and other Company stockholders should check the Court of Chancery website in advance of the Settlement Hearing to determine whether that hearing will occur in person at the Court of Chancery or via a remote link or teleconference.

The Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

B&W is a leader in energy and environmental technologies and services for the power and industrial markets. It specializes in advanced steam production from fossil and renewable sources for power generation and other industrial and municipal applications, as well as related equipment and aftermarket parts and services.

Vintage is a private equity firm. It first acquired stock in B&W in the summer of 2017. At the time of the 2019 Transactions (defined herein), it held approximately 14.9% of the Company’s stock. B. Riley and its affiliates and subsidiaries provide investment banking, corporate restructuring, lending, and consulting advisory services. B. Riley acquired an ownership interest in the Company when it backstopped B&W’s 2018 Rights Offering (defined herein). At the time of the 2019 Transactions, it held approximately 6.5% of the Company’s stock.

Avril, Kahn, Dubin, Pramaggiore, Siegel, Christopher and Bartoli are current or former directors of B&W. Young is B&W’s Chief Executive Officer (“CEO”), and also served in that role at the time of the 2019 Transactions.

At the time of the 2019 Transactions, B&W’s second largest business segment was its “Volund & Other Renewable” segment, of which its subsidiary Babcock & Wilcox Volund A/S (“Volund”) was a part.

From 2012 through 2015, Volund entered into various contracts related to the construction of waste-to-energy and biomass plants (the “Volund Contracts”) which ultimately generated significant losses and created liquidity concerns for the Company. The Company implemented an array of initiatives to close out and optimize the Volund Contracts, which included trying to reach settlements with customers. However, these settlement discussions with counterparties to close out the Volund Contracts were difficult and slow-moving.

Given an immediate need for liquidity in the first quarter of 2018, the Company decided to raise cash through a rights offering (the “2018 Rights Offering”). Vintage agreed to backstop the 2018 Rights Offering. The 2018 Rights Offering was completed on May 1, 2018, with an 81.2% participation rate. Specifically, 100.9 million shares were subscribed out of a total 124.3 million. Of the remaining 23.4 million shares, 9.4 million were purchased by Vintage pursuant to the backstop agreement and 14 million were purchased by B. Riley pursuant to an agreement between B. Riley and Vintage.

On November 19, 2018, Young was hired to serve as B&W’s CEO pursuant to a Consulting Agreement between B&W and a B. Riley affiliate. Young also served as President of B. Riley and CEO of a B. Riley subsidiary.

The 2018 Rights Offering did not cure B&W’s liquidity concerns, and its bank group pushed for a bankruptcy filing unless capital was raised immediately. In early 2019, the Company’s investment bankers, Ducera Partners LLP (“Ducera”) and B. Riley, conducted a formal financing search process. Ducera and B. Riley contacted thirty-two parties in connection with the process. Twenty-two parties executed non-disclosure agreements, but no party was willing to loan the amount of money needed to resolve the Company’s immediate liquidity concerns.

On March 15, 2019, B. Riley proposed to issue $90 million in last-out debt and to backstop a rights offering to all stockholders for $50 million at $0.30 per share for a total of $140 million in financing. Further, on March 19, 2019, B. Riley provided $10 million in bridge financing. When B. Riley made its proposal, B. Riley’s role as co-investment banker ceased, and Ducera became the Company’s sole remaining investment banker. Ducera and the Company continued to search for additional sources of funding, and B. Riley attempted to syndicate its loan. Both efforts were unsuccessful; no other third party financing source emerged, nor did any party agree to participate in the B. Riley loan.

On April 2, 2019, the Company filed a 10-K announcing that it had settled the final Volund Contract. The 10-K also included a going concern opinion.

On April 3, 2019, the Board approved B. Riley’s financing proposal, subject to stockholder approval of the rights offering and certain other components of the transaction. On April 5, 2019, B. Riley and the Company agreed that B. Riley would loan $150 million to the Company and provide the Company with a $15 million credit facility. On the same day, the Company entered into a Letter Agreement with Vintage and B. Riley providing for: (1) B. Riley’s $150 million Tranche A-3 Last Out Term Loan and $15 million credit facility to B&W; (2) the issuance to B. Riley of 16,666,667 warrants at an exercise price of $0.01 per share; (3) B&W’s $50 million rights offering which allowed all stockholders to subscribe and purchase shares of B&W common stock at $0.30 per share (the “2019 Rights Offering”); (4) a backstop exchange agreement pursuant to which B. Riley agreed to purchase from B&W all shares of common stock in the 2019 Rights Offering that were not subscribed to by other B&W stockholders or exchange an equal amount of the outstanding principal amount of the Tranche A-2 or A-3 Last Out Term Loans; and (5) an exchange of Vintage’s existing Tranche A-1 Last Out Term Loan for shares of common stock at a price of $0.30 per share (together, the “2019 Transactions”).

On July 11, 2019, B&W’s Board approved a one-for-ten reverse stock split of the outstanding and treasury shares of the Company’s common stock. The reverse stock split was previously approved by a majority of the Company’s stockholders at the Company’s annual meeting of stockholders held on June 14, 2019. The reverse stock split became effective at 12:01 a.m. on July 24, 2019.

The 2019 Rights Offering expired in accordance with its terms on July 18, 2019. Existing stockholders purchased 125.9 million shares totaling 75.5% of the 166.7 million shares available. Pursuant to a backstop exchange agreement, B. Riley purchased the rest. Following the 2019 Transactions, Vintage held approximately 33.9% and B. Riley held approximately 17.9% of the Company’s stock.

In January 2020, the Company’s bank lenders again declared the Company in default of the Credit Agreement. Thus, on January 31, 2020, B. Riley issued the Company another $30 million in Tranche A-4 last-out financing as well as the availability, if needed, of a new Tranche A-5.

After the 2019 Rights Offering, Vintage reduced its stake in B&W by sales in the open market and on February 8, 2021, Vintage entered into a stock purchase agreement with B. Riley pursuant to which B. Riley agreed to purchase Vintage’s remaining shares of B&W common stock. Vintage no longer holds any B&W common stock.

On February 12, 2021, B&W closed an underwritten public offering of 29,487,180 shares of common stock, which included 3,846,154 shares issued in connection with the underwriter’s option to purchase additional shares, at a price to the public of $5.85 per share, for gross proceeds of approximately $172.5 million. Also on February 12, 2021, the Company closed an underwritten public offering of $125 million aggregate principal amount of 8.125% senior notes due 2026, which included $5 million aggregate principal amount of senior notes issued in connection with the underwriters’ option to purchase senior notes.

In a class action, one or more people, called Plaintiffs, sue on behalf of all people who purportedly have similar claims (called “Settlement Class Member”). Together, the Plaintiffs and the other Settlement Class Members make up the “Settlement Class”. One lawsuit resolves the dispute for the entire Settlement Class. Court of Chancery of the State of Delaware, is overseeing this class action. In addition to the class claims, Plaintiff also brought derivative claims for breach of fiduciary against Defendants.

Plaintiff believes that the Complaint and Amended Complaint had merit when filed and continue to have merit. In negotiating and evaluating the terms of the Settlement, Plaintiff and Plaintiff’s Counsel considered, among other things: (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 challenges associated with establishing damages in the Action, and the quantum of such damages; (v) the benefits of an immediate and substantial cash recovery for the Company and the Class, and the corresponding desirability of permitting the Settlement to be consummated according to its terms; and (vi) the expense and length of continued proceedings necessary to prosecute the Action against Defendants through trial and appeals. Based upon their evaluation, Plaintiff and Plaintiff’s Counsel have determined that the Settlement is fair, reasonable and adequate to Plaintiff, the Company, and the Class and that it confers substantial benefits upon the Company and the Class, particularly when compared to the risk, delays, and uncertainties of continued litigation.

Defendants have denied, and continue to deny, that any of them has committed or threatened to commit any violations of law, breaches of duty, or other wrongdoing toward the Company or its stockholders, or anyone else concerning any of the claims or requests for relief set forth in the Complaint or Amended Complaint. Defendants believe that the Complaint and Amended Complaint did not have merit when filed and do not have merit now. Defendants are entering into the Settlement solely because it will eliminate the distraction, burden, expense, risks, and potential delay of further litigation.

The Settlement shall in no event be construed or deemed to be evidence of the factual or legal merit of any of the Released Claims or as an admission, in the Action or any other litigation, whether civil, criminal, or administrative, that the Action has merit.

The Settlement Class Members include all record and beneficial holders of B&W Common Stock at any time during the period April 3, 2019, through July 22, 2019, inclusive (the “Class Shares”) and (2) all persons or entities who acquired Class Shares after July 22, 2019, in each case in their capacities as holders of Class Shares, together with their heirs, assigns, transferees, and successors-in-interest, regardless of whether such persons or entities later sold or otherwise disposed of their shares.

Excluded from the class are Defendants, immediate family members of the Individual Defendants and affiliates of Vintage and B. Riley (collectively, the “Excluded Holders”).

If you are still unsure whether you are a member of the Settlement Class, you can review your trading and account history with B&W to determine whether (1) you held B&W common Stock at any time during the period April 3, 2019 through July 22, 2019, inclusive (“Class Shares”), or (2) you acquired Class Shares after July 22, 2019, and speak with Plaintiff’s Counsel whose contact information is in FAQ 15. For further information, you can also call toll free 1-855-933-1744.

In consideration for the full settlement and release of the Defendant Released Claims, and subject to the terms and conditions set forth in the Stipulation, the total settlement consideration to resolve both derivative and direct claims is $9,500,000 (the “Settlement Amount”). In addition, the Company has agreed to certain governance changes as set forth below.

The consideration is as follows:

1. Derivative Claims.
   1. Cash payment. Defendants shall pay, or cause to be paid, $4.75 million (the “Derivative Settlement Payment”) to, and for the benefit of, B&W, to resolve the derivative claims asserted by Plaintiff. No part of this payment shall be paid or indemnified by the Company.
   2. Governance Reform. Within sixty (60) calendar days after the Effective Date, B&W shall create and/or otherwise empower a standing “Related Party Transactions Committee” that will consist of all of its independent directors and will be charged with the task of reviewing and approving (or determining not to approve) all proposed related party transactions consistent with the Company’s related party transaction policy. The Settling Parties agree that this governance reform was solely caused as a result of Plaintiff’s prosecution of the Action, and provides material benefits to B&W and its stockholders and forms part of the consideration for the mutual releases and other provisions of the Settlement.
2. Direct Claims.
   1. Cash Payment. A payment of $4.75 million (the “Class Settlement Payment”) shall be paid by B&W, on account of its indemnification obligations to B. Riley and Vintage, to resolve the direct claims asserted by the Class.

The “Net Settlement Amount” shall be the Settlement Fund minus: (i) Administrative Costs; (ii) the amount of any award by the Court of attorneys’ fees and expenses to Plaintiff’s Counsel; (iii) any incentive award to Plaintiff; and (iv) any taxes owed with respect to the Account. Fifty percent (50%) of the Net Settlement Amount shall constitute the “Class Amount” (representing the Net Settlement Amount net of the Company Amount), and fifty percent (50%) of the Net Settlement Amount shall constitute the “Company Amount” (representing the Net Settlement Amount net of the Class Amount).

The Settlement Administrator shall pay the Company Amount to the Company within ten (10) calendar days (i) after the Funding Date or (ii) after all conditions of Paragraph 13 of the Stipulation have been satisfied, whichever occurs later. The Company will provide W-9s and any other information and instructions for payment by check or wire transfer to the Settlement Administrator.

If approved by the Court, the Plan of Allocation for the Class Amount will be as follows:

1. “Authorized Claimants” means all Class Members who beneficially held shares as of the Class Distribution Record Date.
2. The Settlement Administrator shall pay the Class Amount to the Authorized Claimants within thirty (30) calendar days after (i) the Funding Date or (ii) after all conditions of Paragraph 13 of the Stipulation have been satisfied, whichever occurs later. The Settlement Administrator shall distribute the Class Amount to the Authorized Claimants in the following manner and subject to the following conditions: (i) Each Authorized Claimant shall receive a distribution from the Class Amount equal to the product of the Class Amount and a fraction, the numerator of which is the number of shares of B&W common stock held by such Authorized Claimant as of the Class Distribution Record Date, and the denominator of which is the total number of shares of B&W common stock held by all Authorized Claimants as of the Class Distribution Record Date (the “Class Payment”); (ii) with respect to Authorized Claimants whose B&W common stock is held of record by Cede & Co. (“Cede”), as nominee for DTC, the Class Payment will be paid to the DTC participants (e.g., brokerage firms) identified on the Security Position report (“DTC Participants”) and it shall be the responsibility of each such DTC Participant to distribute to any beneficial owners who are Authorized Claimants and whose shares of B&W common stock were held of record by Cede through such DTC Participant as of the Class Distribution Record Date the amount such Authorized Claimant is entitled to receive; (iii) with respect to Authorized Claimants whose B&W common stock is not held of record by Cede, as nominee for DTC, (A) the Class Payment shall be paid directly to the record holder of such shares as of the Class Distribution Record Date, and (B) it shall be the responsibility of each such record holder to distribute to any beneficial holders who are Authorized Claimants and whose shares of B&W common stock were held of record by such record holder as of the Class Distribution Record Date the amount such beneficial holder is entitled to receive.
3. The Defendants relinquished any right to receive, and each of them acknowledged that any and all of the Excluded Holders affiliated with him, her, or it, respectively, shall have no right to receive, any part of the Class Amount, or any additional amount based on any claim relating to the fact that the Class Amount is being received by any other stockholder(s) of B&W, in each case under any theory, including but not limited to contract, application of statutory or judicial law, or equity.
4. Any failure by the Court to approve the Plan of Allocation of the Class Amount among Class Members shall not affect the validity of the Settlement, affect or delay the enforceability of the Settlement, or provide any of the Settling Parties with the right to terminate the Settlement.

The Class Amount shall be distributed to Authorized Claimants, and the Company Amount shall be paid to the Company, only after Final Court Approval and after: (i) all matters with respect to costs and disbursements have been resolved by the Court, and all appeals therefrom have been resolved or the time therefor has expired; and (ii) the amount of (A) any Fee & Expense Award to Plaintiff’s Counsel, (B) any Incentive Award to Plaintiff, and (C) any taxes owed with respect to the Account, have, in each case, been paid or reserved.

If there is any balance in the Settlement Fund attributable to the Class Amount after six (6) months following the date of the initial payment of the Class Amount, such amounts, if feasible, shall be distributed in an equitable and economic fashion among the Authorized Claimants in the same manner as provided for in Paragraph 11 of the Stipulation. If such further distribution is not economical or feasible, Plaintiff’s Counsel may distribute any balance which still remains in the Account, after provision for all anticipated expenses, in accordance with Delaware’s unclaimed property law. Neither Defendants nor their insurers shall have any reversionary interest in the Account.

Other than as expressly provided in the Stipulation, the Company, the Defendants, each of their respective insurers, and the Defendant Released Parties shall have no involvement in, responsibility for, or liability relating to the administration of the Settlement Fund or the distribution of the Class Amount to the Authorized Claimants. In addition, other than as expressly provided in the Stipulation, none of the Company, the Defendants, the Defendant Released Parties, or their respective counsel or insurers shall have any responsibility or liability for the acts or omissions of Plaintiff’s Counsel, any of their agents, or the Settlement Administrator in connection with the administration of the Settlement Fund, the distribution of the Class Amount to the Authorized Claimants, or otherwise. Other than as expressly provided in the Stipulation, the Defendants, each of their respective insurers, and the Defendant Released Parties shall have no involvement in, responsibility for, or liability relating to the payment of the Company Amount to the Company, nor shall the Defendants, the Defendant Released Parties, or their respective counsel or insurers have any responsibility or liability for the acts or omissions of Plaintiff’s Counsel, any of their agents, or the Settlement Administrator in connection with the payment of the Company Amount to the Company. No Class Member shall have any claim against Plaintiff, the Company, any of the Defendants, any of the Defendant Released Parties, or any of their respective counsel or insurers, based on the distributions made substantially in accordance with the Settlement and/or orders of the Court.

With respect to Authorized Claimants whose B&W common stock is held of record by Cede, as nominee for DTC, the Class Payment will be paid to the DTC participants (e.g., brokerage firms) identified on the Security Position Report and it shall be the responsibility of each such DTC Participant to distribute to any beneficial owners who are Authorized Claimants and whose shares of B&W common stock were held of record by Cede through such DTC Participant as of the Class Distribution Record Date the amount such Authorized Claimant is entitled to receive; with respect to Authorized Claimants whose B&W common stock is not held of record by Cede, as nominee for DTC, (a) the Class Payment shall be paid directly to the record holder of such shares as of the Class Distribution Record Date, and (b) it shall be the responsibility of each such record holder to distribute to any beneficial holders who are Authorized Claimants and whose shares of B&W common stock were held of record by such record holder as of the Class Distribution Record Date the amount such beneficial holder is entitled to receive.

As described in FAQ 5, the Settlement Class Members include all record and beneficial holders of B&W Common Stock at any time during the period April 3, 2019 through July 22, 2019, inclusive (the “Class Shares”) and (2) all persons or entities who acquired class shares after July 22, 2019, in each case in their capacities as holders of Class Shares, together with their heirs, assigns, transferees, and successors-in-interest, regardless of whether such persons or entities later sold or otherwise disposed of their shares. Only Authorized Claimants are entitled to receive a distribution from the Settlement Fund as described below at FAQ 12. If you are Class Member, but not an Authorized Claimant, you will not receive a distribution from the Settlement Fund.

The Settlement Administrator shall distribute the Class Amount to the Authorized Claimants in the following manner and subject to the following conditions: (i) Each Authorized Claimant shall receive a distribution from the Class Amount equal to the product of the Class Amount and a fraction, the numerator of which is the number of shares of B&W common stock held by such Authorized Claimant as of the Class Distribution Record Date, and the denominator of which is the total number of shares of B&W common stock held by all Authorized Claimants as of the Class Distribution Record Date (the “Class Payment”); (ii) with respect to Authorized Claimants whose B&W common stock is held of record by Cede, as nominee for DTC, the Class Payment will be paid to the DTC participants (e.g., brokerage firms) identified on the Security Position Report and it shall be the responsibility of each such DTC Participant to distribute to any beneficial owners who are Authorized Claimants and whose shares of B&W common stock were held of record by Cede through such DTC Participant as of the Class Distribution Record Date the amount such Authorized Claimant is entitled to receive; (iii) with respect to Authorized Claimants whose B&W common stock is not held of record by Cede, as nominee for DTC, (A) the Class Payment shall be paid directly to the record holder of such shares as of the Class Distribution Record Date, and (B) it shall be the responsibility of each such record holder to distribute to any beneficial holders who are Authorized Claimants and whose shares of B&W common stock were held of record by such record holder as of the Class Distribution Record Date the amount such beneficial holder is entitled to receive.

The Settlement Administrator shall pay the Class Amount to the Authorized Claimants within thirty (30) calendar days after (i) the Funding Date or (ii) after all conditions of Paragraph 13 of the Stipulation have been satisfied, whichever occurs later.

Any Company stockholder or Class Members who objects to the Settlement, Class certification, the proposed Order and Final Judgment, Plaintiff’s Counsel’s application for a Fee & Expense Award and an Incentive Award to Plaintiff, or who otherwise wish to be heard, may appear in person (or by telephone or Zoom if the Settlement Hearing is conducted in such manner) or by his, her, or its attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that no Objector shall be heard or entitled to contest the approval of the terms and conditions of the Settlement, or if approved, the Order and Final Judgment to be entered thereon, Plaintiff’s Counsel’s Fee & Expense Award or the Incentive Award to Plaintiff unless he, she, or it has, no later than twenty-one (21) days before the Settlement Hearing (unless the Court in its discretion shall thereafter otherwise direct, upon application of such person and for good cause shown), filed with the Register in Chancery, Court of Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, the following: copies of (a) proof of membership in the Class or current ownership of B&W stock; (b) a written and signed notice of the Objector’s intention to appear and object, stating the name, address and telephone number of the Objector and, if represented, the name, address and telephone number of his, her or its counsel; (c) a detailed statement of the objections to any matter before the Court; and (d) a detailed statement of all the grounds thereon and the reasons for the Objector’s desire to appear and be heard, as well as all documents or writings which the Objector desires the Court to consider. Any such filings with the Court must also be served upon each of the following counsel (i) by hand, first class U.S. mail, or express service, and (ii) by email such that they are received no later than twenty-one (21) days prior to the Settlement Hearing.

ASHBY & GEDDES Stephen E. Jenkins (#2152) Richard D. Heins (#3000) 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899  sjenkins@ashbygeddes.com  rheins@ashbygeddes.com	RICHARDS, LAYTON & FINGER, P.A. Raymond J. DiCamillo (#3188) Russell C. Silberglied (#3462) Kevin M. Gallagher (#5337) Angela Lam (#6431) 920 North King Street Wilmington, DE 19801  dicamillo@rlf.com  silberglied@rlf.com  gallagher@rlf.com  lam@rlf.com	YOUNG CONAWAY STARGATT & TAYLOR, LLP Elena C. Norman (#4780) Rodney Square 1000 North King Street Wilmington, DE 19801  enorman@ycst.com	MORRIS, NICHOLS, ARSHT & TUNNELL LLP William M. Lafferty (#2755) Thomas W. Briggs, Jr. (#4076) 1201 North Market Street Wilmington, DE 19801  wlafferty@morrisnichols.com  tbriggs@morrisnichols.com
ROSS ARONSTAM & MORITZ LLP Garrett B. Moritz (#5646) Holly Newell (#6687) Hercules Building 1313 North Market Street, Suite 1001 Wilmington, Delaware 19801  gmoritz@ramllp.com  hnewell@ramllp.com	BAYARD, P.A. Peter B. Ladig (#3513) Justin C. Barrett (#6485) 600 N. King Street, Suite 400 Wilmington, Delaware 19801  pladig@bayardlaw.com  jbarrett@bayardlaw.com	HEYMAN ENERIO GATTUSO & HIRZEL LLP Samuel T. Hirzel (#4415) 300 Delaware Avenue, Suite 200 Wilmington, DE19801  shirzel@hegh.law

The Plaintiff’s counsel for the Settlement is:

ASHBY & GEDDES Stephen E. Jenkins (#2152) Richard D. Heins (#3000) 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899  sjenkins@ashbygeddes.com  rheins@ashbygeddes.com

LEVI & KORSINSKY LLP Donald J. Enright 55 Broadway, 4th Floor Suite #427 New York, NY 10006  1-212-363-7500  denright@zlk.com

If you want to be represented by your own lawyer, you may hire one at your own expense.

Before final approval of the proposed Settlement, Plaintiff’s Counsel intends to petition the Court for an award of attorneys’ fees in an aggregate amount of up to $2,375,000, plus an award of reasonable expenses incurred in connection with the Action not to exceed $150,000 (the “Fee & Expense Award”). Plaintiff further intends to seek an incentive award to be paid to Plaintiff to compensate him for his time, effort and expenditures in furtherance of this litigation, to be paid exclusively from the Fee & Expense Award (the “Incentive Award”). Any potential Fee & Expense Award or Incentive Award shall be paid from the Settlement Fund. Neither Defendants nor their insurers shall have any financial obligation with respect to the Settlement beyond the amount of the Settlement Amount. Defendants shall take no position as to Plaintiff’s petition for a Fee & Expense Award and/or the request for an Incentive Award.

Any failure by the Court to approve a Fee & Expense Award or Incentive Award in any particular amount, or at all, shall not affect the validity of the Settlement, affect or delay the enforceability of the Settlement, or provide any of the Settling Parties with the right to terminate the Settlement.

Unless the Court otherwise directs, no member of the Class or Current Stockholders of the Company shall be entitled to object to the Settlement, Class Certification, or to the Order and Final Judgment to be entered herein, or to the Fee & Expense Award to Plaintiff’s Counsel, or to the Incentive Award to Plaintiff, or otherwise to be heard, except by serving and filing written objections as prescribed in FAQ 14. Any person or entity who fails to object in the manner provided above shall be deemed to have waived such objection (including the right to appeal), unless the Court in its discretion allows such objection to be heard at the Settlement Hearing, and shall forever be barred from raising such objection in this Action or any other action or proceeding or otherwise contesting the Settlement, the Fee & Expense Award, the request for an Incentive Award or any other matter related to the Settlement, in the Action or any other action or proceeding, and will otherwise be bound by the Order and Final Judgment to be entered and the releases to be given.

The Court is scheduled to hold a hearing on July 10, 2023, at 11:00 a.m. in the Court of Chancery at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or as may be undertaken via a remote proceeding such as Zoom or by telephone (the “Settlement Hearing”). The Settlement Hearing may be adjourned from time to time. The purpose of the Settlement Hearing is to: (a) determine whether the proposed Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable, adequate, and in the best interests of the Company, its stockholders, and the Class; (b) determine whether the Court should finally approve the Stipulation and enter the Order and Final Judgment as provided in the Stipulation, finally certifying the class, dismissing the Action with prejudice and extinguishing and releasing the Released Claims; (c) consider Plaintiff’s Counsel’s application for a Fee & Expense Award; (d) consider Plaintiff’s application for an Incentive Award to be paid solely out of any Fee & Expense Award; (e) hear and determine any objections to the proposed Settlement, the class action determination, Plaintiff’s request for an Incentive Award or Plaintiff’s Counsel’s request for a Fee & Expense Award; and (f) rule on such other matters as the Court may deem appropriate. Class Members and other Company stockholders should check the Court of Chancery website in advance of the Settlement Hearing to determine whether that hearing will occur in person at the Court of Chancery or via a remote link or teleconference.

No. Plaintiff’s Counsel will answer questions about the Settlement that the Court may have. But you are welcome to come at your own expense. If you send an objection, you don’t need to come to the Settlement Hearing to talk about it. As long as your written objection was received on time, the Court will consider it. You may also pay your own lawyer to attend, but it’s not necessary.

Class Members who wish to be heard, may appear in person (or by telephone or Zoom if the Settlement Hearing is conducted in such manner) or by his, her, or its attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that no Objector shall be heard or entitled to contest the approval of the terms and conditions of the Settlement, or if approved, the Order and Final Judgment to be entered thereon, Plaintiff’s Counsel’s Fee & Expense Award or the Incentive Award to Plaintiff unless he, she, or it has, no later than twenty-one (21) days before the Settlement Hearing (unless the Court in its discretion shall thereafter otherwise direct, upon application of such person and for good cause shown), filed with the Register in Chancery, Court of Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, the following: copies of (a) proof of membership in the Class or current ownership of B&W stock; (b) a written and signed notice of the Objector’s intention to appear and object, stating the name, address and telephone number of the Objector and, if represented, the name, address and telephone number of his, her or its counsel; (c) a detailed statement of the objections to any matter before the Court; and (d) a detailed statement of all the grounds thereon and the reasons for the Objector’s desire to appear and be heard, as well as all documents or writings which the Objector desires the Court to consider. Any such filings with the Court must also be served upon each of the counsel identified in FAQ 14 (i) by hand, first class U.S. mail, or express service, and (ii) by email such that they are received no later than twenty-one (21) days prior to the Settlement Hearing.

The Class Notice summarizes the proposed Settlement. More details are found in the Settlement Agreement which can be found here. Copies of the Settlement Agreement and the pleadings and other documents relating to the case, including motions for approval of the Settlement and awards of Attorneys’ Fees and Expenses, are on file at the Court of Chancery of the State of Delaware. Other important documents are also available here on the Settlement website.

The Notice contains only a summary of the terms of the Settlement. For more detailed information about the matters involved in the Action, you may refer to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Register in Chancery in the Court of Chancery of the State of Delaware, 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.

For more information concerning the Settlement, you may also call or write to Plaintiff’s Counsel noted in FAQ 15.

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THE NOTICE.

PLEASE DO NOT TELEPHONE THE COURT, THE COURT CLERK’S OFFICE, OR DEFENDANTS TO INQUIRE ABOUT THIS SETTLEMENT OR ABOUT THE CLAIM PROCESS.