Definitions

THE DEFINED TERMS

The definitions set out in the settlement agreement reached between the Plaintiff and Defendants made as of July 22, 2019 (“Agreement”), except as modified or defined herein, apply to and are incorporated into this Plan of Allocation:

  • “Acquisition Expense” means the total monies paid by the Claimant (including brokerage commissions) to acquire Qualified Shares;
  • “Authorized Claimant” means a Class Member who: (i) submitted a properly completed Claim Form with the calculation of their Maximum Entitlement and all required Supporting Documentation to the Administrator on or before the Claims Bar Deadline; and (ii) is eligible to receive a Distribution from the Compensation Fund;
  • “Claimant” means a Class Member who submits a properly completed Claim Form with the calculation of their Maximum Entitlement and all required Supporting Documentation to the Administrator on or before the Claims Bar Deadline;
  • “Class Period” means the period from November 29, 2017 to and including February 3, 2019;
  • “Compensation Fund” means the Settlement Amount less Class Counsel Fees, Administration Expenses and the Honorarium;
  • “Court” means the Ontario Superior Court of Justice;
  • “Database” means the web-based database in which the Administrator stores information received from the Claimants and/or acquired through the claims process;
  • “Distribution” means payment to Authorized Claimants in accordance with this Plan of Allocation, the Agreement and any order of the Court;
  • “Distribution List” means a list containing the name and address of each Authorized Claimant, the calculation of his/her/its net loss and the calculation of the Authorized Claimant’s pro rata share of the Compensation Fund;
  • “Escrow Account” means the trust account holding the Compensation Fund and used by the Administrator to make the Distribution in accordance with this Plan of Allocation;
  • “FSE” means Frankfurt Stock Exchange;
  • “Honorarium” means a one-time payment of $5,000 from the Compensation Fund to the representative plaintiff, Ronald Tarrant, subject to the approval of the Court;
  • “LIFO” means the principle of last-in first-out, wherein securities are deemed to be sold in the opposite order that they were purchased (i.e. the last securities purchased are deemed to be the first sold);
  • “Maximum Entitlement” means an Authorized Claimant’s actual loss on Qualified Shares, as calculated pursuant to the formula set forth in paragraph 6 herein;
  • “Namaste” means Namaste Technologies, Inc., and, as the context may require, includes its subsidiaries and affiliates;
  • Pro Rata Distribution” means the Distribution per dollar of Total Damages;
  • “Qualified Shares” means Shares purchased or acquired during the Class Period and held until after the close of trading on any of October 3, 2018, October 15, 2018 or February 3, 2019, calculated using LIFO;
  • “Reference” means the procedure by which a Claimant who disagrees with the Administrator’s decision relating to their eligibility for compensation, the determination of the number of Qualified Shares, or the amount of their Maximum Entitlement, may appeal the Administrator’s decision and have it reviewed by the Referee;
  • “Settlement Amount” means $2,150,000 U.S. dollars, inclusive of the Administration Expenses, Class Counsel Fees, interest, taxes and any other costs or expenses related to the Action or the Settlement;
  • “Shares” means securities of Namaste that are or were listed for trading on the TSX or the FSE;
  • “Supporting Documentation” means true copies of (i) all trade confirmation slips in respect of transactions in the Qualified Shares during the Class Period (and ten days after the end of the Class Period), or (ii) all monthly statements with information concerning transactions in the Qualified Shares during the Class Period (and ten days after the end of the Class Period);
  • “Total Damages” means the aggregate of all Authorized Claimants’ Maximum Entitlements;
  • “TSX” means Toronto Stock Exchange; and
  • “Website” means the website at www.namastesecuritiesclassaction.com.