In re ORIGIN MATERIALS, INC., STOCKHOLDER DERIVATIVE LITIGATION

• Court: District Court, E.D. California
• Decided: November 25, 2025
• Docket: 2:25-cv-00777
• Status: Unknown

Opinion

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 EASTERN DISTRICT OF CALIFORNIA 10 ----oo0oo---- 11 12 In re ORIGIN MATERIALS, INC., No. 2:25-cv-777-WBS-JDP STOCKHOLDER DERIVATIVE LITIGATION 13 (Consolidated) 14 MEMORANDUM AND ORDER RE: PLAINTIFF’S UNOPPOSED MOTION 15 FOR PRELIMINARY APPROVAL OF DERIVATIVE ACTION SETTLEMENT 16

17 ----oo0oo---- 18 Plaintiffs brought this shareholder derivative action 19 against defendant Origin Materials, Inc., alleging violations of 20 section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 21 78n(a)) and Rule 14a-9 (17 C.F.R. § 240.14a-9). (See Docket No. 22 1 at 5.) Plaintiffs have filed an unopposed motion for 23 preliminary approval of derivative action settlement. (See 24 Docket No. 25-1.) 25 I. Background and Proposed Settlement 26 This is one of four related cases assigned to the 27 undersigned judge that involve claims under the Securities 28 1 Exchange Act of 1934 against several of the same defendants based 2 on the same subject matter, namely the development and 3 construction of the Origin 2 plant. 4 Origin, which is headquartered in West Sacramento, 5 California, is a Delaware corporation “specializing in developing 6 and commercializing sustainable materials to replace traditional 7 petroleum-based materials used in various industries.” (Docket 8 No. 25-1 at 10.) On February 21, 2021, Origin announced a new 9 capital projects plan that involved the construction of “two 10 commercial-style plants”: Origin 1 and Origin 2. (Id.) “Origin 11 1 was expected to be operational by the end of 2022. Origin 2, a 12 significantly larger manufacturing plant, was expected to be 13 operational by mid-2025, and to supply the majority of the 14 Company’s products from 2025 until 2027.” (Id.) 15 Plaintiffs’ derivative claims “arise from allegations 16 that the Individual Defendants breached their fiduciary duties as 17 officers and directors of Origin by making and/or permitting the 18 issuance of materially false and misleading statements” and 19 failures to disclose certain problems in Origin’s technological 20 processes and production capabilities. (Id. at 10—11.) 21 Specifically, plaintiffs alleged that Origin failed to 22 disclose that: (1) “the Company was experiencing chemical fouling 23 issues ‘at every step’ of the process of converting CMF to PX at 24 commercial scale”; (2) “fouling issues were causing substantial 25 delays during the FEL 2 phase of the Origin 2 project”; (3) “the 26 Individual Defendants had been planning internally to scale down 27 production of PX at Origin 2 or to shift focus toward another 28 product”; (4) “the Individual Defendants had been planning 1 internally to split construction of Origin 2 into two phases”; 2 (5) “the Company entered into a deal with Avantium N.V. 3 (‘Avantium’) to produce FDCA at Origin 2 to compensate for the 4 Company’s difficulties associated with producing PX at scale”; 5 (6) “contrary to the timeline repeatedly disseminated by the 6 Individual Defendants, Avantium advised that it would take 7 several years before Origin 2 could become operational with 8 respect to production of FDCA”; (7) “despite representations 9 concerning the oversight responsibilities of Board and its 10 committees, neither adequately monitored the accuracy of the 11 public statements issued on behalf of, or concerning, the 12 Company”; (8) “Origin’s internal controls over legal compliance, 13 including all laws and regulations governing the content of the 14 Company’s public disclosures, were inadequate”; and (9) “as a 15 result, the positive statements concerning the Company’s 16 business, operations, and prospects were materially misleading 17 and lacked a reasonable basis at all relevant times.” (Id.) 18 According to plaintiffs:

19 When it was finally disclosed that Origin 2 would no longer produce PET derived from PX, instead focusing 20 on producing PEF derived from FDCA, and that 21 construction of Origin 2 would be broken up into two phases, with phase 1 expected to be operational by 22 late-2026 or 2027 and phase 2 expected to be operational by 2028, on August 9, 2023, the price of 23 Origin stock declined significantly. 24 (Id. at 11.) Thereafter, litigation commenced. 25 The parties propose settlement terms that include nine 26 areas of reform to Origin’s corporate governance structures and 27 practices: (1) “Enhancement of the Board’s Oversight functions” 28 1 (Id. at 14); (2) “Creation of a Board Operational Excellence 2 Committee” (Id. at 15); (3) “Amendments to Audit Committee 3 Responsibilities” ( Id. at 15—16); (4) “Maintaining a Management 4 Disclosure Committee” ( Id. at 16—17); (5) “Creation of a Chief 5 Compliance Officer” (Id. at 17); (6) “Creation of a Management 6 Product and Technology Committee” (Id. at 17—19); (7) “Executive 7 Reports” (Id. at 19); (8) “Cost Reduction Initiatives” ( Id. at 8 19); and (9) “Enhancements to the Whistleblower Policy” (Id. at 9 20—21). 10 According to plaintiffs, “the Reforms directly target 11 the alleged governance deficiencies that enabled the wrongdoing 12 alleged in the Derivative Matters” and , if approved, they “will 13 not only prevent recurrence of the wrongs alleged . . . but will 14 . . . generally strengthen Origin’s corporate governance, 15 oversight, and internal controls.” (Id. at 13.) Moreover, 16 Origin agrees to “adopt, implement, and maintain the Reforms 17 within sixty days of an Order granting final approval of the 18 settlement” and has further agreed to “maintain the Reforms for 19 at least three (3) years.” (Id.) 20 II. Discussion 21 Federal Rule of Civil Procedure 23.1 provides that a 22 shareholder “derivative action may be settled, voluntarily 23 dismissed, or compromised only with the court’s approval.” Fed. 24 R. Civ. P. 23.1(c). “Rule 23 requires courts to employ a two- 25 step process in evaluating a class action or derivative action 26 settlement.” In re Wells Fargo & Co. Shareholder Derivative 27 Litig., No. 16-cv-05541-JST, 2019 WL 13020734, at *4 (N.D. Cal. 28 May 14, 2019). Under Rule 23(e)(2), the court at step one “must 1 make a preliminary determination that the settlement is fair, 2 reasonable, and adequate.” Id. (internal citation and quotations 3 omitted). The court may approve the settlement only if it is 4 found to be “fundamentally fair, adequate, and reasonable.” In 5 re Hewlett-Packard Co. S'holder Derivative Litig., No. 3:12-cv- 6 06003-CRB, 2015 WL 1153864, at *3 (N.D. Cal. Mar. 13, 2015) 7 (internal citation and quotations omitted). “[I]f the court 8 preliminarily approves a derivative action settlement, notice 9 ‘must be given to shareholders or members in the manner that the 10 court orders.’” In re Wells, 2019 WL 13020734, at *4 (quoting 11 Fed. R. Civ. P. 23.1(c)). Only then will the court hold a 12 hearing in order to “make a final determination whether the 13 settlement is ‘fair, reasonable, and adequate.’” Id. (quoting 14 Fed. R. Civ. P. 23(e)(2)). 15 Courts consider a broad range of factors when 16 evaluating the “fairness, reasonableness, and adequacy” of a 17 proposed settlement in the context of a derivative action. In re 18 Lyft, Inc. Derivative Litig., No. 20-cv-09257-HSG, 2024 WL 19 4505474, at *4 (N.D. Cal. Oct. 16, 2024). Such factors include, 20 “the strength of the plaintiffs' case; the risk, expense, 21 complexity, and likely duration of further litigation; ... the 22 amount offered in settlement; the extent of discovery completed 23 and the stage of the proceedings; [and] the experience and views 24 of counsel ....” In re Wells Fargo, 2019 WL 13020734, at *4 25 (internal citation and quotations omitted). In addition, courts 26 consider “the extent of the benefit to be derived from the 27 proposed settlement by the corporation, the real party in 28 interest.” In re Pinterest Derivative Litig., No. 20-cv-08331- 1 WHA, 2022 WL 484961, *3 (N.D. Cal. Feb. 16, 2022) (internal 2 citation and quotations omitted). Importantly, the court must 3 ensure that the proposed settlement is not “the product of fraud 4 or overreaching by, or collusion between, the negotiating 5 parties.” In re Hewlett-Packard, 2015 WL 1153864, at *3 6 (internal citation and quotation omitted); see also Lloyd v. 7 Gupta, No. 15-cv-04183-MEJ, 2016 WL 3951652, at *4 (N.D. Cal. 8 July 22, 2016) (internal citation and quotations omitted) 9 (explaining that a court will take into account whether “the 10 settlement is the result of arm's-length negotiations in which 11 plaintiffs' counsel has effectively represented the interest of 12 the shareholder class, and whether the substantive terms of the 13 settlement are in the interests of [the company] and its 14 shareholders relative to the likely rewards of litigation.”). 15 At this preliminary approval stage, the court only 16 needs to determine whether or not the proposed settlement is 17 “within the range of possible approval.” In re Tableware 18 Antitrust Litig., 484 F. Supp. 2d 1078, 1080 (N.D. Cal. 2007) 19 (internal citation and quotations omitted); see In re Wells 20 Fargo, 2019 WL 13020734, at *4. 21 A. Benefits to the Corporation 22 “The principal factor to be considered in determining 23 the fairness of a settlement concluding a shareholders' 24 derivative action is the extent of the benefit to be derived from 25 the proposed settlement by the corporation, the real party in 26 interest.” In re Apple Computer, Inc. Derivative Litig., No. 06- 27 cv-4128-JF-(HRL), 2008 WL 4820784, at *2 (N.D. Cal. Nov. 5, 2008) 28 (internal citation and quotation omitted); see also Mego 1 Financial Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir. 2000). 2 Here, the proposed settlement consists primarily of 3 corporate governance reforms that the parties agree are designed 4 to achieve the following ends:

5 (1) “[I]mprove Origin’s risk oversight functions through 6 updates to the Board’s oversight functions;”

7 (2) “[E]nsure that the Company’s manufacturing capabilities 8 and processes conform to its target production goals as expressed in public statements;” 9

10 (3) “[E]nhance the Audit Committees’ risk oversight responsibilities and capabilities;” 11 12 (4) “[E]nsure that the Company’s significant public statements are reviewed for accuracy, integrity, and 13 compliance with applicable laws and regulations as well 14 as GAAP and non-GAAP requirements, protocols, and procedures through the maintenance of a management- 15 level Disclosure Committee;”

16 (5) “[E]nhance oversight of the Company’s corporate 17 governance policies through the creation of a CCO position;” 18

19 (6) “[I]mprove oversight of key technological initiatives through the creation of a management-level Product and 20 Technology Committee;” 21 (7) “[P]rovide regular executive reports to the Board 22 regarding the Company’s financial condition and 23 business prospects;”

24 (8) “[M]inimize costs to the Company in the near term 25 through cost reduction initiatives; and”

26 (9) “[P]rotect and incentivize employees with legitimate 27 concerns regarding the Company’s management to voice 28 1 their concerns through updates to the Company’s Whistleblower Policy.” 2 (Docket No. 25-1 at 24.) “[C]ourts have recognized that 3 corporate governance reforms ... provide valuable benefits to 4 public companies.” In re NVIDIA Corp. Derivative Litig., No. 06- 5 cv-06110-SBA-(JCS), 2008 WL 5382544, at *3 (N.D. Cal. Dec. 22, 6 2008) (internal citation and quotations omitted). 7 The settlement here also fixes the proposed corporate 8 governance reforms in place for three years. (Docket No. 25-1 at 9 24 n. 3). In Cohn v. Nelson, the court found that corporate 10 governance measures included in a proposed settlement, when held 11 in place for at least three years, tend to “provide meaningful 12 ways of avoiding the problems [the company] experienced in the 13 recent past.” 375 F.Supp.2d 844, 850 (E.D. Mo. 2005). Courts 14 have also found that a “three-year commitment should enhance 15 consumer, investor, and employee trust in [the Corporation’s] 16 corporate governance.” In re Lyft, 2024 WL 4505474 at *4. 17 “The reaction of shareholders also factors into 18 assessing the fairness of a settlement.” In re Pinterest 19 Derivative Litig., No. 20-cv-08331-WHA, 2022 WL 2079712, at *1 20 (N.D. Cal. June 9, 2022). Consequently, “because potential 21 buyers of [the Corporation’s] stock likely will view [the] 22 reforms as an additional reason to purchase the stock, this 23 three-year period should confer financial benefits to [the 24 Corporation].” In re Lyft, 2024 WL 4505474 at *4 (internal 25 citation and quotation marks omitted); see also In re Rambus Inc. 26 Derivative Litig., No. 06-cv-3513-JF-(HRL), 2009 WL 166689 (N.D. 27 Cal. Jan. 20, 2009) (“The Settlement provides long term remedial 28 1 measures that are specifically designed to protect the 2 shareholders.”). 3 Additionally, “without a settlement, Plaintiffs face[ ] 4 the prospect of additional or collateral litigation ... further 5 prolonging any resolution beneficial to [Origin].” In re Wells 6 Fargo, 2019 WL 13020734, at *6; see In re Apple Computer, Inc., 7 2008 WL 4820784, at *3 (internal citation and quotations omitted) 8 (“[T]he risk, expense, complexity, and likely duration of further 9 litigation are additional factors that should be considered in 10 determining the fairness of a proposed settlement.”). 11 Plaintiffs here acknowledge “the significant risk that 12 continued litigation may not lead to any recovery for Origin.” 13 (Docket No. 25-1 at 25); see Basaraba v. Greenberg, No. 13-cv- 14 5061-PSG-(SHX), 2014 WL 12591677, at *3 (C.D. Cal. Nov. 10, 2014) 15 (“In the context of shareholder derivative litigation, even the 16 strongest cases have a very low likelihood of success due to the 17 myriad legal, procedural, and discovery protections afforded 18 director and officer defendants.”); see also In re Pac. Enter. 19 Sec. Litig., 47 F.3d 373, 378 (9th Cir. 1995) (“[T]he odds of 20 winning a derivative lawsuit [are] extremely small.”) They argue 21 that “the uncertainties of further litigation demonstrate that 22 the proposed Settlement is within the range of approval and 23 warrants Court approval.” (Docket No. 25-1 at 25.) 24 In particular, plaintiffs recognize the difficulties 25 imposed by the heightened pleading standards in Rule 23.1 and 26 state that they were “mindful of the inherent challenges of 27 establishing demand futility.” (Id.); see In re Fab Universal 28 Corp. S'holder Derivative Litig., 148 F. Supp. 3d 277, 281–82 1 (S.D.N.Y. 2015) (“The doctrine of demand futility, the business 2 judgment rule, and the generally uncertain prospect of 3 establishing a breach of fiduciary duties combine to make 4 shareholder derivative suits an infamously uphill battle for 5 plaintiffs.”); see also Kamen v. Kemper Fin. Servs. Inc., 500 6 U.S. 90, 96 (1991) (holding that “extraordinary conditions” are 7 required in order for a plaintiff to establish demand 8 futility.”). 9 The proposed settlement bypasses these hurdles, aiming 10 to ensure that Origin does not miss out on the opportunity to 11 receive a benefit. See In re AOL Time Warner S'holder Derivative 12 Litig., No. 02-cv-6302-(SWK), 2006 WL 2572114, at *5 (S.D.N.Y. 13 Sept. 6, 2006) (“Termination of the litigation at this stage of 14 the proceedings ‘obviate[es] the expenditure of any future time 15 and expense in connection with this action,’ and will allow the 16 Company to direct its full attention to its substantive 17 business.”) (citation omitted). 18 At the step-one preliminary approval stage, then, the 19 court is persuaded that the benefits of the proposed settlement 20 are sufficient to justify granting of the preliminary approval. 21 B. Adequacy of Negotiation 22 Courts are required to “ensure that the agreement is 23 not the product of fraud or overreaching by, or collusion 24 between, the negotiating parties.” In re NVIDIA, 2008 WL 5382544 25 at *2 (internal citation and quotations omitted). However, “[a]n 26 initial presumption of fairness is usually involved if the 27 settlement is recommended by class counsel after arm’s length 28 bargaining.” Urena v. Cent. California Almond Growers Assn., No. 1 1:18-cv-517-NONE-EPG, 2020 WL 3483280, at *11 (E.D. Cal. June 26, 2 2020), report and recommendation adopted, No. 1:18-cv-517-NONE- 3 EPG, 2020 WL 4593824 (E.D. Cal. Aug. 11, 2020) (quotation 4 omitted). Additionally, “[t]he involvement of counsel with 5 significant experience in derivative litigation, who appear ‘on 6 behalf of all parties,’ weighs in favor of a non-collusive 7 settlement.” In re Lyft, 2024 WL 4505474 at *5 (citation 8 omitted). 9 Here, “Defendants were represented by esteemed counsel 10 from Freshfields US LLP.” (Docket No. 25-1 at 28.) Plaintiffs 11 were likewise represented by counsel with significant experience 12 in derivative litigation. (Docket No. 25-2 at 87—130.) 13 Plaintiffs assert that “counsel on both sides possessed a firm 14 understanding of the strengths and weaknesses of the claims and 15 defenses in the Derivative Matters.” (Docket No. 25-1 at 28—29 16 (“Specifically, prior to the Settlement, Settling Stockholders’ 17 Counsel was well-informed about the legal and factual issues the 18 litigation posed as they conducted extensive research and 19 investigation into the claims and underlying issues in their 20 investigation.”).) This included, among other things, 21 significant research and investigation, preparation of a 22 settlement demand, “extensive settlement discussions with 23 [opposing] counsel,” “the exchange of corporate governance reform 24 proposals and counteroffers,” and “negotiating and drafting the 25 term sheet and subsequent settlement documentation for 26 presentment to the Court.” (Id. at 29.) 27 Here counsel assert that “[o]nly after reaching an 28 agreement in principle on the Reforms did the Settling Parties 1 discuss attorneys’ fees.” (Id.) Plaintiffs argue that the 2 proposed “Fee and Expense Amount of $700,000.00 . . . represents 3 a fair, reasonable, beneficial, and practical resolution of 4 highly uncertain litigation,” and that the terms of the 5 settlement “fairly account for the risks and potential rewards of 6 the claims being settled.” (Id.) “[T]he Parties agree that the 7 Settlement ‘confers substantial benefits upon the Company and its 8 stockholders and that the adoption, implementation, and 9 maintenance of the Reforms are in the best interests of the 10 Company and its stockholders.” (Id.) 11 “‘Great weight’ is accorded to the recommendation of 12 counsel, who are most closely acquainted with the facts of the 13 underlying litigation.” Nat'l Rural Telecommunications Coop. v. 14 DIRECTV, Inc., 221 F.R.D. 523, 528 (C.D. Cal. 2004) (citing In re 15 Painewebber Ltd. P'ships Litig., 171 F.R.D. 104, 125 16 (S.D.N.Y.1997)); see also Pac. Enters. Sec. Litig., 47 F.3d at 17 378 (“Parties represented by competent counsel are better 18 positioned than courts to produce a settlement that fairly 19 reflects each party's expected outcome in the litigation.”). 20 Therefore, “the trial judge, absent fraud, collusion, or the 21 like, should be hesitant to substitute its own judgment for that 22 of counsel.” Nat'l Rural Telecommunications Coop., 221 F.R.D. at 23 528 (citing Cotton v. Hinton, 559 F.2d 1326, 1330 (5th 24 Cir.1977)); see also Griffin v. Consol. Commc'ns, No. 2:21-cv- 25 885-WBS-KJN, 2023 WL 3853643, at *4 (E.D. Cal. June 6, 2023) 26 (Shubb, J.) (“Given counsel's representation that the settlement 27 reached was the product of arms-length bargaining following 28 extensive informal discovery and with the help of an experienced 1 mediator, this factor weighs in favor of final approval.”); see 2 La Fleur v. Med. Mgmt. Int'l, Inc., No. 5:13-cv-00398, 2014 WL 3 2967475, at *4 (N.D. Cal. June 25, 2014) (“Settlements reached 4 with the help of a mediator are likely non-collusive.”). 5 The court is therefore satisfied that the proposed 6 settlement falls within the range that may be approved. 7 III. Notice Plan 8 Once the court preliminarily approves the proposed 9 settlement in a derivative action, notice “must be given to 10 shareholders or members in the manner that the court orders.” 11 Fed. R. Civ. P. 23.1(c). “The Court considers whether such 12 notice would be sufficient to reach the majority of interested 13 stockholders” when determining an appropriate method of notice as 14 part of its separate evaluation of the proposed notice procedure. 15 Bushansky v. Armacost, No. 12-cv-01597-JST, 2014 WL 2905143, at 16 *6 (N.D. Cal. June 25, 2014) (citation omitted). 17 Here, the parties agree to provide notice as follows:

18 Within fourteen (14) days after the Court’s entry of the Preliminary Approval Order, the Notice shall be 19 provided through: (i) the filing of a Current Report 20 on Form 8-K with the SEC by the Company, which shall include as attachments the approved Settlement Notice 21 and the Stipulation and exhibits thereto; (ii) the publication of the Settlement Notice one time in 22 Investor’s Business Daily or www.investors.com; and (iii) the posting of the SEC Form 8-K with the 23 Settlement Notice, Stipulation and exhibits thereto on 24 the Investor Relations portion of the Company’s website through the date of the Settlement Hearing.” 25 (Docket No. 25-1 at 30—31.) 26 Courts have found that procedures similar to the ones 27 proposed here are sufficient to satisfy the requirements of both 28 1 Rule 23.1 and due process. See In re Lyft, 2024 WL 4505474 at 2 *7; see In re Hewlett-Packard Co. S'holder Derivative Litig., 716 3 F. App'x 603, 608 (9th Cir. 2017) (upholding a district court's 4 approval of notice procedures that included the parties placing 5 notice in prominent publications and where the parties posted the 6 notice on the company's website); Bushansky, 2014 WL 2905143, at 7 *6 (collecting cases). Here, the court reaches the same 8 conclusion. 9 Here, the court finds that the notice proposed by the 10 parties “describes the terms of the settlement in sufficient 11 detail to alert those with adverse viewpoints to investigate and 12 to come forward and be heard.” In re Hewlett-Packard, 716 F. 13 App'x at 609 (quoting Churchill Vill., L.L.C. v. Gen. Elec., 361 14 F.3d 566, 575 (9th Cir. 2004)). The Notice summarizes and 15 explains in plain language the: (1) “facts and considerations 16 that caused the Parties and their respective counsel to conclude 17 that the proposed Settlement is fair, reasonable, adequate, and 18 in Origin’s best interests”; (2) “procedure for objecting to the 19 proposed Settlement”; and (3) “date, place, and time of the 20 Settlement Hearing.” (Docket No. 25-1 at 30; see Docket No. 25-2 21 at 68—80.) As such, the court is satisfied that the notice 22 process proposed in this settlement agreement is “reasonably 23 calculated, under all the circumstances, to apprise all 24 [shareholders] of the proposed settlement.” See Roes, 1-2 v. 25 SFBSC Mgmt., LLC, 944 F.3d 1035, 1045 (9th Cir. 2019) (internal 26 citation and quotations omitted). 27 IV. Attorney’s Fees 28 “[B]ecause of the danger that parties will overestimate 1 the value of injunctive relief in order to inflate fees, courts 2 must be particularly careful when ascribing value to injunctive 3 relief for purposes of determining attorneys' fees, and avoid 4 doing so altogether if the value of the injunctive relief is not 5 easily measurable.” Roes, 944 F.3d at 1055. Here, the terms of 6 the proposed settlement provide for a fee and expense amount 7 totaling $700,000.00. (Docket No. 25-1 at 13.) That said, “the 8 Court need not—and does not—decide the issue of attorneys' fees 9 now.” In re Lyft, 2024 WL 4505474 at *7. “Preliminary approval 10 of the settlement is not an endorsement or pre-approval of any 11 future fee request.” Id. 12 V. Conclusion 13 IT IS THEREFORE ORDERED that plaintiffs’ unopposed 14 motion for preliminary approval of derivative settlement (Docket 15 No. 25-1) be, and the same hereby is, GRANTED. 16 IT IS FURTHER ORDERED THAT: 17 (1) Within 14 days following the entry of this Order, 18 Origin must (i) file with the SEC the Settlement Notice and 19 Stipulation (and exhibits thereto) as exhibits to a Current 20 Report on Form 8-K; (ii) publish the Settlement Notice in 21 Investor’s Business Daily or www.investors.com; and (iii) post 22 the SEC Form 8-K with the Settlement Notice, Stipulation and 23 exhibits thereto on the Company’s Investor Relations website 24 through the date of the Settlement Hearing. 25 (2) At least 14 days before the Settlement Hearing, 26 Origin must file proof that it complied with disseminating 27 Notice. 28 (3) At least 28 days before the Settlement Hearing, em EE EEE NO RE IS IS IE OD

1 plaintiffs must file their motion in support of final approval of 2 the settlement, application for the fee and expense award, and 3 service award for plaintiffs. 4 (4) Current Origin stockholders must file any 5 objections to the settlement at least 21 days prior to the 6 Settlement Hearing. 7 (5) Any attorney retained by a current Origin 8 stockholder for the purpose of objecting must file a notice of 9 appearance at least 21 days prior to the Settlement Hearing. 10 (6) Any current Origin stockholder who intends to make 11 an appearance at the settlement hearing must file notice with the 12 court at least 21 days prior to the Settlement Hearing. 13 (7) At least 14 days prior to the Settlement Hearing: 14 Deadline for Settling Parties to file and serve responses to any 15 objection from Origin stockholders. 16 (8) The Settlement Hearing is set for January 20, 17 2026, at 1:30 p.m. in Courtroom No. 5. 18 IT IS SO ORDERED. . 19 | Dated: November 24, 2025 fd. be—~ WILLIAM B. SHUBB 20 UNITED STATES DISTRICT JUDGE 21 22 23 24 25 26 27 28 16