How are Settlement Class Members Affected by the Action and the Settlement?

As a Settlement Class Member, you are represented by Lead Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of the appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.

If you are a Settlement Class Member and do not wish to remain a Settlement Class Member, you may exclude yourself from the Settlement Class by following the instructions in the section entitled, “What If I Do Not Want To Be A Member Of The Settlement Class?  How Do I Exclude Myself?,” in the Notice.

If you are a Settlement Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you do not exclude yourself from the Settlement Class, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.

If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class, you will be bound by any orders or judgments issued by the Court.  If the Settlement is approved, the Court will enter a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Plaintiffs and each of the other Settlement Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Plaintiffs’ Claim (as defined in ¶ 28 in the Notice) against the Defendants and the other Defendants’ Releasees (as defined in ¶ 29 in the Notice), and shall forever be barred and enjoined from prosecuting or asserting any or all of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

“Released Plaintiffs’ Claims” means all claims and causes of action of every nature and description, whether legal, contractual, rescissory, statutory or equitable in nature, known or unknown, whether or not concealed or hidden, fixed or contingent, direct or indirect, anticipated or unanticipated, and whether arising under federal, state, foreign, common, statutory, regulatory or civil law, that Plaintiffs or any other member of the Settlement Class (or any of their heirs, executors, estates, trusts, successors, assigns, administrators, representatives, attorneys and agents): (a) asserted or assert in any complaint (including any amended complaint hereafter filed) in the Action, directly or indirectly, whether in an individual, class, derivative or any other representative capacity, on behalf of themselves or any other person or entity; or (b) could have asserted, directly or indirectly, whether in an individual, class, derivative or any other representative capacity, on behalf of themselves or any other person or entity, in the Court or in any other forum or in any other action, that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth or referred to in the operative complaint (including any amended complaint hereafter filed) in the Action and that relate to the purchase, acquisition, ownership or sale of Patriot National’s securities during the Settlement Class Period.  Released Plaintiffs’ Claims do not include: (i) any claims relating to the enforcement of the Settlement or its terms; (ii) claims or potential claims against Patriot National’s auditor, BDO USA LLP, the underwriters for the IPO, UBS Securities LLC, BMO Capital Markets Corp., JMP Securities LLC, SunTrust Robinson Humphrey, Inc., and William Blair & Company, L.L.C., or Cerberus Business Finance LLC, or any of its or their affiliates; and (iii) any claims of any person or entity who or which submits a request for exclusion that is accepted by the Court.

“Defendants’ Releasees” means the Settling Persons, Patriot National, and any other person who was an officer, director or employee of Patriot National during the Settlement Class Period (including their Immediate Family members, heirs, executors, estates, trusts, successors, assigns, administrators, representatives, attorneys, agents, insurers and reinsurers and any entities controlled by any of the Settling Persons), in their capacities as such.  For the avoidance of doubt, “Defendants’ Releasees” shall not include Patriot National’s auditor, BDO USA LLP; the underwriters for the IPO; UBS Securities LLC, BMO Capital Markets Corp., JMP Securities LLC, SunTrust Robinson Humphrey, Inc., William Blair & Company, L.L.C.; or Cerberus Business Finance LLC, or any of these entities’ affiliates.

“Unknown Claims” means any Released Plaintiffs’ Claims which any Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her or it, might have affected his, her or its decision(s) with respect to this Settlement.  With respect to any and all Released Claims, the 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 and each of the other Defendants’ Releasees shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, 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.

Plaintiffs and Defendants acknowledge, and each of the other Settlement Class Members and each of the other Defendants’ Releasees shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Defendants’ Claim (as defined in ¶ 32 in the Notice) against Lead Plaintiffs and the other Plaintiffs’ Releasees (as defined in ¶ 33 in the Notice), and shall forever be barred and enjoined from prosecuting any  of the Released Defendants’ Claims against any of the Plaintiffs’ Releasees.

“Released Defendants’ Claims” means as against all Plaintiffs in the consolidated action and their respective attorneys, and as against all other Settlement Class members, all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against the Settling Persons and Patriot National.  Released Defendants’ Claims do not include any claims relating to the enforcement of the Settlement or any claims against any person or entity who or which submits a request for exclusion from the Settlement Class that is accepted by the Court.

“Plaintiffs’ Releasees” means Lead Plaintiffs, all other plaintiffs in the Action, and any other Settlement Class Member, and their respective current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their capacities as such.

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