Preview
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
Exhibit 1
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
MARK CONVERY, Individually and on Index No.: 656021/2019
Behalf of All Others Similarly Situated,
Commercial Division
Plaintiff, Andrea Masley, J.S.C.
Part 48
v.
CLASS ACTION
JUMIA TECHNOLOGIES AG, JEREMY
HODARA, SACHA POIGNONNEC,
ANTOINE MAILLET-MEZERAY,
DONALD J. PUGLISI, GILLES
BOGAERT, ANDRE T. IGUODALA,
BLAISE JUDJA-SATO, JONATHAN D.
KLEIN, ANGELA KAYA MWANZA,
ALIOUNE NDIAYE, MATTHEW
ODGERS, JOHN H. RITTENHOUSE,
MORGAN STANLEY & CO. LLC,
CITIGROUP GLOBAL MARKETS INC.,
BERENBERG CAPITAL MARKETS, LLC,
RBC CAPITAL MARKETS, LLC, STIFEL,
NICOLAUS & COMPANY,
INCORPORATED, RAYMOND JAMES &
ASSOCIATES, INC., WILLIAM BLAIR
& COMPANY, L.L.C., and ERNST &
YOUNG, SOCIÉTÉ ANONYME,
Defendants.
STIPULATION OF SETTLEMENT
This Stipulation of Settlement dated October 9, 2020 (the “State Stipulation”), is made and
entered into by and among: (i) Plaintiff Mark Convery (“State Plaintiff”), on behalf of himself and
each of the Securities Act Settlement Class Members; and (ii) Jumia Technologies AG (“Jumia”);
(iii) Jeremy Hodara; Sacha Poignonnec; Antoine Maillet-Mezeray; Donald J. Puglisi; Gilles
Bogaert; Andre T. Igoudala; Blaise Judja-Sato; Jonathan D. Klein; Angela Kaya Mwanza; Alioune
Ndiaye; Matthew Odgers; and John H. Rittenhouse (collectively, the “Individual Defendants”);
(iv) Morgan Stanley & Co. LLC; Citigroup Global Markets Inc.; Berenberg Capital Markets, LLC;
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
RBC Capital Markets, LLC; Stifel, Nicolaus & Company, Incorporated; Raymond James &
Associates, Inc.; and William Blair & Company, L.L.C. (collectively, the “Underwriter
Defendants”); and (v) Ernst & Young, Société Anonyme (“E&Y,” and together with Jumia, the
Individual Defendants, and the Underwriter Defendants, “State Defendants”), by and through their
respective counsel of record in the above-captioned action (“State Action”). The State Stipulation
is intended to fully, finally, and forever compromise, resolve, release, discharge, settle, and dismiss
with prejudice the State Action and the Released Plaintiffs’ Claims as against the Released
Defendant Parties, upon and subject to the terms and conditions hereof and subject to the approval
of the State Court. As set forth herein, this State Action Settlement shall not become effective
until both the State Action Settlement and the Federal Action Settlement have received final
approval from their respective courts, and both settlements have become Final.
All capitalized terms herein shall have the meaning stated in section 1 (“Definitions”),
below, or as otherwise defined in this State Stipulation.
I. RECITALS
WHEREAS, on May 14, 2019, Stephen Strugala filed Strugala v. Jumia Technologies AG,
No. 19-cv-4397 (Castel, J.) (the “Strugala Action”) in the U.S. District Court for the Southern
District of New York (“Federal Court”), asserting putative class action claims against Defendants
Jumia and Messrs. Hodara, Poignonnec, and Maillet-Mezeray under Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934 (the “Exchange Act”);
WHEREAS, on May 28, 2019, Plaintiff Luo Zhi filed Zhi v. Jumia Technologies AG, No.
19-cv-4952 (Castel, J.) (the “Zhi Action”) in the Federal Court, asserting putative class action
claims against Defendants Jumia and Messrs. Hodara, Poignonnec, and Maillet-Mezeray under
Sections 10(b) and 20(a) of the Exchange Act;
2
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
WHEREAS, on October 15, 2019, Plaintiff Mark Convery filed the State Action in the
State Court, asserting putative class action claims against Defendants Jumia, Messrs. Hodara,
Poignonnec, Maillet-Mezeray, Bogaert, Igoudala, Judja-Sato, Klein, Ndiaye, Odgers, and
Rittenhouse, Ms. Kaya Mwanza, and the Underwriter Defendants on behalf of purchasers of the
American Depositary Shares (“ADSs”) of Jumia pursuant and/or traceable to the Registration
Statement issued in connection with Jumia’s April 12, 2019 initial public stock offering of 15.525
million ADSs (including exercise of over-allotment option) at $14.50 per share (the “IPO”),
seeking to pursue remedies under Sections 11 and 15 of the Securities Act of 1933 (the “Securities
Act”);
WHEREAS, on October 29, 2019, the Federal Court consolidated the Strugala Action and
the Zhi Action for all purposes; captioned the consolidated action In re Jumia Technologies AG
Securities Litigation, No. 19-cv-4397 (S.D.N.Y.) (Castel, J.) (the “Federal Action”); appointed
Hexuan Cai as Federal Lead Plaintiff, Kalyan and Kalyanasundaram Venkataraman as named
plaintiffs, and The Rosen Law Firm, P.A. and Pomerantz LLP as Federal Lead Counsel; and set a
schedule for the filing of a consolidated amended complaint in the Federal Action;
WHEREAS, on December 30, 2019, Federal Lead Plaintiff and Federal Named Plaintiffs
(“Federal Plaintiffs”) filed an amended complaint in the Federal Action asserting claims against
Defendants Jumia, Messrs. Hodara, Poignonnec, Maillet-Mezeray, Bogaert, Igoudala, Judja-Sato,
Klein, Ndiaye, Odgers, and Rittenhouse, Ms. Kaya Mwanza, and the Underwriter Defendants
under Sections 10(b) and 20(a) of the Exchange Act and Sections 11 and 15 of the Securities Act;
WHEREAS, on January 22, 2020, Jumia, certain of the Individual Defendants, and the
Underwriter Defendants filed a motion to stay all proceedings in the State Action pending
adjudication of the Federal Action, which was fully briefed on February 6, 2020;
3
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
WHEREAS, on January 27, 2020, State Plaintiff filed the Amended Complaint for
Violations of the Securities Act of 1933 (the “State Amended Complaint”) adding claims under
Section 12(a)(2) of the Securities Act, and claims against Defendants Puglisi and E&Y (NYSCEF
Doc No. 32);
WHEREAS, on February 13, 2020, the State Court held oral argument on the motion to
stay;
WHEREAS, on March 13, 2020, Federal Plaintiffs filed a second amended complaint in
the Federal Action asserting claims against Defendants Jumia, the Individual Defendants, and the
Underwriter Defendants under Sections 10(b) and 20(a) of the Exchange Act and Sections 11 and
15 of the Securities Act;
WHEREAS, on May 12, 2020, State Plaintiff, Federal Plaintiffs, Jumia, and the Individual
Defendants engaged in a mediation via videoconference before Jed Melnick, an experienced
mediator with JAMS (the “Mediator”). State Plaintiff, Federal Plaintiffs, Jumia, and the Individual
Defendants submitted mediation statements to the Mediator in advance of the mediation;
WHEREAS, during the mediation, State Plaintiff, Federal Plaintiffs, Jumia, and the
Individual Defendants engaged in arm’s-length negotiations. Although the mediation did not
result in the settlement of either the State Action or the Federal Action, the parties continued
negotiating through the Mediator;
WHEREAS, on June 1, 2020, Federal Defendants filed a motion to dismiss the second
amended complaint in the Federal Action, which was scheduled to be fully briefed on August 21,
2020;
4
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
WHEREAS, on August 10, 2020, the State Court denied the motion to stay and ordered
State Defendants to answer or otherwise respond to the State Amended Complaint within 30 days
(NYSCEF Doc. No. 50);
WHEREAS, on August 11, 2020, after further arm’s-length negotiations with the
assistance of the Mediator, State Plaintiff, Federal Plaintiffs, Jumia, and the Individual Defendants
agreed to a settlement of the State Action and the Federal Action on terms that included total
settlement consideration of $5,000,000.00 (five million U.S. dollars), to be allocated, as set forth
in further detail below, between the State Action and the Federal Action. The proposed settlement
terms were memorialized in a term sheet executed on August 11, 2020 by Jumia, the Individual
Defendants, State Plaintiff, and Federal Plaintiffs;
WHEREAS, on August 12, 2020, the parties filed a letter and stipulation with the State
Court and a letter with the Federal Court informing the Courts of the settlements and requesting a
stay of all proceedings in the State Action and the Federal Action pending the parties’ finalization
of the settlement papers, which the State Court and the Federal Court granted;
WHEREAS, State Plaintiff and the Securities Act Settlement Class settle, compromise,
resolve, release, discharge, and dismiss with prejudice all Released Plaintiffs’ Claims against the
Released Defendant Parties for settlement consideration including a settlement payment of
$3,000,000.00 (three million U.S. dollars) on the terms set forth herein, subject to approval by the
State Court (“State Action Settlement”);
WHEREAS, in a separate stipulation, Federal Plaintiffs and the Exchange Act Settlement
Class settle, compromise, resolve, release, discharge, and dismiss with prejudice all Released
Plaintiffs’ Claims against the Released Defendant Parties before the Federal Court for settlement
consideration including a settlement payment of $2,000,000.00 (two million U.S. dollars) on the
5
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
terms set forth in the Federal Stipulation, subject to approval by the Federal Court (“Federal Action
Settlement”);
WHEREAS, the State Action Settlement and the Federal Action Settlement were jointly
negotiated by the parties, and the parties intend for the effectiveness of the State Action Settlement
and the Federal Action Settlement to be dependent upon one another, such that if one settlement
is not approved, neither settlement will become Final;
WHEREAS, although there are separate stipulations of settlement for the State Action and
the Federal Action, the parties intend their provisions to be interrelated. For example, to avoid any
potential confusion of members of the Settlement Classes, to simplify the process for settlement
participation, for efficiency, and to avoid unnecessarily duplicative Class Notice and
Administration Expenses, the parties in the State Action and the Federal Action have agreed that
there shall be one Claims Administrator, one joint Long Notice, Proof of Claim and Release Form,
Summary Notice, and Postcard Notice, and that the Settlements shall be jointly administered, with
concurrent payment to members of the Settlement Classes of timely filed and valid claims;
WHEREAS, State Plaintiff’s Counsel anticipates filing a motion for an award of attorneys’
fees, reimbursement of reasonable litigation expenses incurred in connection with the prosecution
of claims on behalf of the Securities Act Settlement Class by State Plaintiff’s Counsel in the State
Action, and reimbursement to State Plaintiff related to his representation of the Securities Act
Settlement Class Members in the State Action;
WHEREAS, State Plaintiff and State Plaintiff’s Counsel recognize the expense, risks, and
uncertain outcome of any litigation and subsequent appeals, especially for a complex action such
as this. State Plaintiff, on behalf of himself and all other members of the Securities Act Settlement
Class, desires to settle the Released Plaintiffs’ Claims against the Released Defendant Parties on
6
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
the terms and conditions set forth in this State Stipulation. Furthermore, State Plaintiff and State
Plaintiff’s Counsel deem the State Action Settlement to be fair, reasonable, adequate, and in the
best interests of the members of the Securities Act Settlement Class; have agreed that the Released
Defendant Parties should be released from the Released Plaintiffs’ Claims pursuant to the terms
and provisions of this State Stipulation; and have agreed, subject to State Court approval, to the
dismissal of the State Action with prejudice, after considering the substantial benefits that State
Plaintiff and all members of the Securities Act Settlement Class will receive from the State Action
Settlement; and
WHEREAS, State Defendants continue to deny all allegations of wrongdoing or liability
whatsoever arising out of any of the conduct, statements, acts, or omissions alleged, or that could
have been alleged, in the State Action, including the allegations that State Defendants made any
misrepresentations or omissions in the Registration Statement or in any other statements made in
connection with the IPO or the offering or sale of Jumia’s ADSs. State Defendants also recognize
the expense, risks, and uncertain outcome of any litigation, especially a complex action such as
this, and State Defendants desire to settle the Released Plaintiffs’ Claims so as to avoid lengthy,
distracting, and time-consuming litigation and the burden, inconvenience, and expense connected
therewith, without in any way acknowledging any fault or liability, such that this State Stipulation
and all related documents are not, and shall not in any event be construed or deemed to be, evidence
of an admission or concession on the part of State Defendants with respect to any claim, fault,
liability, wrongdoing, or damage whatsoever, or any infirmity in the defenses that State Defendants
have or could have asserted;
NOW, THEREFORE, without any admission or concession on the part of State Plaintiff
of any lack of merit of the State Action whatsoever, and without any admission or concession on
7
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
the part of State Defendants of any liability, wrongdoing, or lack of merit in their defenses
whatsoever, IT IS HEREBY STIPULATED, CONSENTED TO, AND AGREED, between State
Plaintiff (individually and on behalf of the Securities Act Settlement Class) and State Defendants,
by and through their respective attorneys, that the State Action and all Released Plaintiffs’ Claims
as against the Released Defendant Parties shall be settled, compromised, resolved, released,
discharged, and dismissed with prejudice in the manner and upon the terms and conditions set
forth herein, subject to (i) the approval of the State Court and (ii) the approval of the Federal Court
of the concurrently filed Federal Action Settlement.
1. Definitions
As used in this State Stipulation, the following capitalized terms shall have the following
meaning:
1.1 “Actions” means both the State Action and the Federal Action.
1.2 “ADSs” means American Depositary Shares.
1.3 “Award to State Plaintiff” means the requested reimbursement to State Plaintiff
related to his representation of the Securities Act Settlement Class Members in the State Action.
1.4 “Business Day” means any day except Saturday or Sunday or any other day on
which national banks are authorized by law or executive order to close in the State of New York.
1.5 “Claims Administrator” means the firm of Strategic Claims Services (“SCS”),
which shall administer the State Action Settlement.
1.6 “Class Notice and Administration Expenses” means the fees and expenses
reasonably and actually incurred for providing notice to both Securities Act Settlement Class
Members and Exchange Act Settlement Class Members, locating Securities Act Settlement Class
Members and Exchange Act Settlement Class Members, assisting with the filing of claims,
processing Proof of Claim and Release Forms, administering and distributing the Net State
8
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
Settlement Fund to State Authorized Claimants and administering and distributing the Net Federal
Settlement Fund to Federal Authorized Claimants, and paying escrow fees and costs, if any.
1.7 “Class Period” means the period from April 12, 2019, through and including
December 9, 2019.
1.8 “Defendants” means both State Defendants and Federal Defendants.
1.9 “Effective Date” means the first date by which all of the conditions and events
specified in ¶7.1 of the State Stipulation have been met and have occurred, or have been expressly
waived in writing.
1.10 “Escrow Account” means the segregated and separate escrow account designated
and controlled by the Escrow Agent at one or more national banking institutions into which the
State Settlement Amount will be deposited for the benefit of Securities Act Settlement Class
Members.
1.11 “Escrow Agent” means The Huntington National Bank or its appointed agents. The
Escrow Agent shall perform the duties as set forth in this State Stipulation and any order of the
State Court in connection with the State Action Settlement.
1.12 “Exchange Act” means the Securities Exchange Act of 1934.
1.13 “Exchange Act Settlement Class” means all persons or entities (and their
beneficiaries) who purchased or otherwise acquired Jumia ADSs from April 12, 2019, through and
including December 9, 2019, and were damaged thereby. Excluded from the Exchange Act
Settlement Class are the Released Defendant Parties, except for any Investment Vehicle as defined
herein. Also excluded are those Persons who timely and validly request exclusion from the
Exchange Act Settlement Class pursuant to the Notice.
9
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
1.14 “Exchange Act Settlement Class Member” or “Exchange Act Settlement Class
Members” means any Person who falls within the definition of the Exchange Act Settlement Class.
1.15 “E&Y” means Ernst & Young, Société Anonyme.
1.16 “Federal Action” means the action captioned In re Jumia Technologies AG
Securities Litigation, No. 19-cv-4397 (S.D.N.Y.) (Castel, J.), in the Federal Court.
1.17 “Federal Action Settlement” means the settlement of the Federal Action on the
terms and conditions set forth in the Federal Stipulation.
1.18 “Federal Court” means the United States District Court for the Southern District of
New York.
1.19 “Federal Defendants” means Jumia, the Individual Defendants, and the
Underwriter Defendants.
1.20 “Federal Lead Counsel” means The Rosen Law Firm, P.A. and Pomerantz LLP.
1.21 “Federal Lead Plaintiff” means the lead plaintiff in the Federal Action, Hexuan Cai.
1.22 “Federal Named Plaintiffs” means the named plaintiffs in the Federal Action,
Kalyan and Kalyanasundaram Venkataraman, Matthew Sacks, and Yifeng Zhu.
1.23 “Federal Plaintiffs” means both Federal Lead Plaintiff and Federal Named
Plaintiffs.
1.24 “Federal Settlement Amount” means the principal amount of $2,000,000.00 (two
million U.S. dollars) to be paid in conjunction with the Federal Action Settlement.
1.25 “Federal Settlement Fund” means the Federal Settlement Amount plus any interest
that may accrue thereon as provided for in the Federal Stipulation.
10
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
1.26 “Federal Settling Parties” means, collectively, each of Federal Defendants and
Federal Plaintiffs, on behalf of themselves and each of the Exchange Act Settlement Class
Members.
1.27 “Federal Stipulation” means the stipulation of settlement entered into by and
between Federal Defendants and Federal Plaintiffs, on behalf of themselves and the Exchange Act
Settlement Class.
1.28 “Final” means, with respect to any order or judgment of a court, including, of this
State Court or the Federal Court, that it represents a final and binding determination of all issues
within its scope and is not subject to further review on appeal or otherwise. Without limitation:
(a) an order of this State Court becomes “Final” when the last of the following
has occurred: (i) the State Order and Final Judgment has been entered and the expiration of
the time to file a motion to alter, amend, or reconsider the State Order and Final Judgment has
passed without any such motion having been filed; (ii) the expiration of the time in which to
appeal the State Order and Final Judgment has passed without any appeal having been taken,
which date shall be deemed to be thirty (30) calendar days following the entry of the State
Order and Final Judgment, unless the date to take such an appeal shall have been extended by
State Court order or otherwise, or unless the 30th calendar day falls on a weekend or a State
Court holiday, in which case the date shall be deemed to be the next State Court business day
after such 30th calendar day; and (iii) if a motion to alter, amend, or reconsider is filed or if an
appeal is taken, immediately after the determination of that motion or appeal so that the State
Order and Final Judgment is no longer subject to any further judicial review or appeal
whatsoever, whether by reason of affirmance by a court of last resort, lapse of time, voluntary
11
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
dismissal of the appeal or otherwise, and in such a manner as to permit the consummation of
the State Action Settlement in accordance with the State Order and Final Judgment.
(b) an order of the Federal Court becomes “Final” when the last of the following
has occurred: (i) the Federal Court has entered an order and judgment approving the Federal
Stipulation, and the expiration of the time to file a motion to alter, amend, or reconsider that
order and judgment has passed without any such motion having been filed; (ii) the expiration
under the Federal Rules of Appellate Procedure of the time to appeal from the order and
judgment approving the Federal Stipulation has passed without any such appeal having been
filed; and (iii) if a motion to alter, amend, or reconsider is filed or if an appeal is filed,
immediately after the determination of that motion or appeal so that the order and judgment is
no longer subject to any further judicial review or appeal whatsoever, whether by reason of
affirmance by a court of last resort, lapse of time, voluntary dismissal of appeal, or otherwise,
and in such a manner as to permit the consummation of the Federal Action Settlement
substantially in accordance with the terms and conditions of the Federal Stipulation.
For purposes of this paragraph, an “appeal” shall include any appeal, petition for writ of certiorari,
or other writ that may be filed in connection with approval or disapproval of the State Action
Settlement or the Federal Action Settlement, but shall not include any appeal which concerns only
the issue of attorneys’ fees and expenses, the Plan of Allocation of the Net State Settlement Fund,
or the procedures for determining State Authorized Claimants’ recognized claims.
1.29 “Individual Defendants” means Jeremy Hodara, Sacha Poignonnec, Antoine
Maillet-Mezeray, Donald J. Puglisi, Gilles Bogaert, Andre T. Igoudala, Blaise Judja-Sato,
Jonathan D. Klein, Angela Kaya Mwanza, Alioune Ndiaye, Matthew Odgers, and John H.
Rittenhouse.
12
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
1.30 “IPO” means Jumia’s April 12, 2019 initial public stock offering of 15.525 million
ADSs (including exercise of over-allotment option) at $14.50 per share.
1.31 “Investment Vehicle” means any investment company or pooled investment fund,
including, but not limited to, mutual fund families, exchange-traded funds, funds of funds, and
hedge funds, in which the Underwriter Defendants, or any of them, have, has, or may have a direct
or indirect interest, or as to which its affiliates may act as an investment advisor but of which any
Underwriter Defendant or any of its respective affiliates is not a majority owner or does not hold
a majority beneficial interest.
1.32 “Jumia” means Jumia Technologies AG.
1.33 “Long Notice” means the Notice of (I) Pendency of Class Actions and Proposed
Settlement of Federal Action and State Action; (II) Motions for Awards of Attorneys’ Fees and
Litigation Expenses; and (III) Settlement Hearings, substantially in the form attached hereto as
Exhibit A-1, to be sent to Securities Act Settlement Class Members on request and made available
on the Claims Administrator’s website.
1.34 “Mediator” means Jed Melnick, a mediator with JAMS.
1.35 “Net State Settlement Fund” means the State Settlement Fund less: (i) the amount
of the State Fee and Expense Award, if and to the extent allowed by the State Court; (ii) the Award
to State Plaintiff, if and to the extent allowed by the State Court; (iii) Class Notice and
Administration Expenses; (iv) Taxes and Tax Expenses; and (v) any other fees or expenses
approved by the State Court.
1.36 “Notice” means, collectively, the Long Notice, Summary Notice, and Postcard
Notice, substantially in the form attached hereto as Exhibits A-1, A-3, and A-4.
13
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
1.37 “Notice and Administration Fund” means a fund of up to $250,000.00 allocated for
Class Notice and Administration Expenses for both the State Action and the Federal Action.
1.38 “Opt-Out Threshold” means the agreed-upon criteria regarding requests for
exclusion from the Settlement Classes, which, if exceeded, shall afford Jumia the option to render
the Settlements null and void.
1.39 “Person” means an individual, corporation (including all divisions and
subsidiaries), limited liability corporation, professional corporation, limited liability partnership,
partnership, limited partnership, limited liability company, association, joint stock company, joint
venture, estate, legal representative, trust, unincorporated association, government or any political
subdivision or agency thereof, and any business or legal entity.
1.40 “Plan of Allocation” means the proposed plan or formula of allocation of the Net
State Settlement Fund set forth in the Long Notice, or such other plan or formula of allocation that
the State Court approves, whereby the Net State Settlement Fund shall be distributed to State
Authorized Claimants. Any Plan of Allocation is not part of the State Stipulation, and the Released
Defendant Parties shall have no responsibility or liability with respect thereto.
1.41 “Postcard Notice” means the postcard, substantially in the form attached hereto as
Exhibit A-4, to be mailed to Securities Act Settlement Class Members.
1.42 “Proof of Claim and Release Form” means the form for submitting a claim,
substantially in the form attached hereto as Exhibit A-2, to be made available on the Claims
Administrator’s website, that a member of the Securities Act Settlement Class must complete to
be eligible to share in distribution of the Net State Settlement Fund.
14
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
1.43 “Registration Statement” means the final amended registration statement that was
filed with the SEC on Form F-1/A on April 10, 2019, and the final prospectus for the IPO, dated
April 11, 2019, filed with the SEC on April 15, 2019.
1.44 “Related Parties” means the Individual Defendants, in their individual or official
capacities, Jumia, the Underwriter Defendants, and E&Y, as well as (i) with respect to each
Individual Defendant, his or her assigns, assignees, attorneys, advisors, auditors, accountants,
representatives, members of his or her immediate family, heirs, executors, estates, administrators,
and insurers and reinsurers, in their respective capacities as such; (ii) with respect to all other
Defendants, each of their predecessors, successors, past, present, or future parents, subsidiaries,
affiliates, and divisions, whether direct or indirect, and each of their respective past, present, or
future officers, directors, management and supervisory board members, agents, partners,
principals, members, employees, attorneys, advisors, auditors, accountants, underwriters,
investment bankers, and insurers and reinsurers, in their respective capacities as such; (iii) with
respect to all Defendants, any firm, trust, corporation, or other entity in which any of Defendants
has or had a controlling interest, in their respective capacities as such; and (iv) with respect to
E&Y, Ernst & Young Global Limited and all member firms of Ernst & Young Global Limited,
including but not limited to Ernst & Young LLP.
1.45 “Released Claims” means both the Released Defendants’ Claims and the Released
Plaintiffs’ Claims.
1.46 “Released Defendant Parties” means any and all of Defendants and each of their
Related Parties.
1.47 “Released Defendants’ Claims” means any and all (a) claims (including Unknown
Claims), debts, disputes, demands, rights, actions or causes of action, liabilities, damages, losses,
15
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
obligations, sums of money due, judgments, suits, amounts, matters, issues, claims, controversies,
and charges of any kind whatsoever (including, but not limited to, any claims for interest,
attorneys’ fees, expert or consulting fees, and any other costs, expenses, amounts, or liabilities
whatsoever), whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law
or in equity, matured or unmatured, foreseen or unforeseen, whether individual or class in nature,
whether arising under federal, state, local, or foreign statutory, common, or administrative law, or
any other law, rule, or regulation, whether foreign or domestic, that (b) arise out of or are based
upon the institution, prosecution, or settlement of the claims against Defendants in the Actions.
Notwithstanding the foregoing, Released Defendants’ Claims do not include: (i) any claims
relating to the enforcement of the Settlements; (ii) any claims against any person or entity who or
which submits a request for exclusion from the Settlements that is accepted by the State Court or
the Federal Court as valid; and (iii) any claims that any Defendant may have under or relating to
any policy of liability or any other insurance policy. For the avoidance of doubt, this State
Stipulation shall not release (i) any insurer, co-insurer, excess insurer, or re-insurer from any
obligation owed to any Defendant in the Actions for indemnity or coverage under or relating to
any policy of liability or other insurance policy or (ii) Jumia or any selling shareholder in the IPO
from any indemnity obligation owed to the Underwriter Defendants under the IPO Underwriting
Agreement, dated April 11, 2019, between Jumia and the Underwriter Defendants.
1.48 “Released Plaintiffs’ Claims” means any and all (a) claims (including Unknown
Claims), debts, disputes, demands, rights, actions or causes of action, liabilities, damages, losses,
obligations, sums of money due, judgments, suits, amounts, matters, issues, claims, controversies,
and charges of any kind whatsoever (including, but not limited to, any claims for interest,
attorneys’ fees, expert or consulting fees, and any other costs, expenses, amounts, or liabilities
16
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
whatsoever), whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law
or in equity, matured or unmatured, foreseen or unforeseen, whether individual or class in nature,
whether arising under federal, state, local, or foreign statutory, common, or administrative law, or
any other law, rule, or regulation, whether foreign or domestic, that (b) State Plaintiff, Federal
Plaintiffs, or any other member of the Settlement Classes: (i) asserted in any of the complaints
filed in the Actions; or (ii) could have asserted in the Actions or in any other action or in any other
forum that (c) have arisen, arise now, or hereafter arise out of, are based upon, or relate, directly
or indirectly, in any manner, or are in consequence of any of the facts, allegations, transactions,
matters, events, practices, conduct, disclosures, nondisclosures, occurrences, representations,
statements, acts, omissions, or failures to act that were involved, set forth, or referred to in any of
the complaints filed in the Actions, and that (d) relate, directly or indirectly, in any manner to the
trading, purchase, acquisition, holding, disposition, or sale of Jumia ADSs during the Class Period,
including, without limitation, any claims related to statements, disclosures, nondisclosures, or
omissions allegedly made or not made by Defendants or any other of the Released Defendant
Parties, or that otherwise would have been barred by res judicata had the Actions been litigated to
a final judgment. Released Plaintiffs’ Claims include all rights of appeal from any prior decision
of the State Court and the Federal Court in the Actions. Released Plaintiffs’ Claims do not include
any claims relating to the enforcement of the Settlements.
1.49 “Securities Act” means the Securities Act of 1933.
1.50 “Securities Act Settlement Class” means all persons or entities (and their
beneficiaries) who purchased or otherwise acquired Jumia ADSs pursuant and/or traceable to the
Registration Statement issued in connection with the IPO during the period from April 12, 2019,
through and including December 9, 2019, and were damaged thereby. Excluded from the
17
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
Securities Act Settlement Class are the Released Defendant Parties, except for any Investment
Vehicle as defined herein. Also excluded are those Persons who timely and validly request
exclusion from the Securities Act Settlement Class pursuant to the Notice.
1.51 “Securities Act Settlement Class Member” or “Securities Act Settlement Class
Members” mean any Person who falls within the definition of the Securities Act Settlement Class.
1.52 “Settlement Classes” means both the Securities Act Settlement Class and the
Exchange Act Settlement Class.
1.53 “Settlements” means both the State Action Settlement and the Federal Action
Settlement.
1.54 “State Action” means the action captioned Convery v. Jumia Technologies AG, et
al., Index No. 656021/2019 (N.Y. Sup. Ct., N.Y. Cty.) (Masley, J.), in the State Court.
1.55 “State Action Settlement” means the settlement of the State Action on the terms
and conditions set forth in the State Stipulation.
1.56 “State Amended Complaint” means the Amended Complaint for Violations of the
Securities Act of 1933, NYSCEF No. 32, filed on January 27, 2020.
1.57 “State Authorized Claimant” means a Securities Act Settlement Class Member who
submits a timely and valid Proof of Claim and Release Form to the Claims Administrator that is
approved for payment from the Net State Settlement Fund.
1.58 “State Court” means the Supreme Court of the State of New York, County of New
York.
1.59 “State Defendants” means Jumia, the Individual Defendants, the Underwriter
Defendants, and E&Y.
18
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
1.60 “State Fee and Expense Application” means State Plaintiff’s submission of an
application to the State Court for distributions from the State Settlement Fund for: (i) an award of
attorneys’ fees for State Plaintiff’s Counsel in connection with prosecuting the claims on behalf of
the Securities Act Settlement Class; (ii) payment of expenses and costs incurred by State Plaintiff’s
Counsel in connection with prosecuting the claims on behalf of the Securities Act Settlement
Class; (iii) any interest on such attorneys’ fees, costs, and expenses at the same rate and for the
same periods as earned by the State Settlement Fund; and (iv) an Award to State Plaintiff.
1.61 “State Fee and Expense Award” means the amount the State Court awards State
Plaintiff’s Counsel for attorneys’ fees and reimbursement of expenses and costs, with interest
thereon.
1.62 “State Final Settlement Approval Hearing” means the final hearing to be held by
the State Court to determine whether the proposed State Action Settlement should be approved as
fair, reasonable, and adequate; whether all Released Plaintiffs’ Claims should be dismissed with
prejudice; whether an order providing final approval of the State Action Settlement should be
entered; whether the allocation of the State Settlement Fund should be approved; and whether and
in what amounts to award attorneys’ fees and expenses to State Plaintiff’s Counsel.
1.63 “State Order and Final Judgment” means the final judgment and order of dismissal
with prejudice, substantially in the form attached hereto as Exhibit B, to be rendered by the State
Court upon final approval of the State Action Settlement.
1.64 “State Plaintiff’s Counsel” means Kaplan Fox & Kilsheimer, LLP or its
successor(s).
1.65 “State Plaintiff” means Mark Convery.
19
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
1.66 “State Preliminary Approval Order” means the order, substantially in the form
attached hereto as Exhibit A, to be entered by the State Court preliminarily approving the State
Action Settlement and providing that notice of the State Action Settlement be provided to the
Securities Act Settlement Class.
1.67 “State Settlement Amount” means the principal amount of $3,000,000.00 (three
million U.S. dollars) to be paid pursuant to ¶2.2 of this State Stipulation.
1.68 “State Settlement Fund” means the State Settlement Amount plus any interest that
may accrue thereon as provided for herein.
1.69 “State Settling Parties” means, collectively, each of State Defendants and State
Plaintiff, on behalf of himself and each of the Securities Act Settlement Class Members.
1.70 “State Stipulation” means this stipulation of settlement entered into by and between
State Defendants and State Plaintiff, on behalf of himself and the Securities Act Settlement Class.
1.71 “Summary Notice” means the Summary Notice of (I) Pendency of Class Actions
and Proposed Settlement of Federal and State Actions; (II) Motions for Awards of Attorneys’ Fees
and Litigation Expenses; and (III) Settlement Hearings, substantially in the form attached hereto
as Exhibit A-3, to be disseminated to Securities Act Settlement Class Members.
1.72 “Tax Expenses” means expenses and costs incurred in connection with the
operation and implementation of ¶2.13 below (including, without limitation, expenses of tax
attorneys and/or accountants, mailing and distribution costs, and expenses relating to filing (or
failing to file) the returns described in ¶2.13 below).
1.73 “Taxes” means any taxes, interest, or penalties arising with respect to the income
earned by the State Settlement Fund, including any taxes or tax detriments that may be imposed
upon the Released Defendant Parties with respect to any income earned by the State Settlement
20
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019
NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020
Fund for any period during which the State Settlement Fund does not qualify as a “qualified
settlement fund” for federal or state income tax purposes.
1.74 “Termination Notice” means a written notice to all other parties hereto within thirty
(30) calendar days of any of the events in ¶7.3 below of Jumia’s and/or State Plaintiff’s election
to terminate the State Action Settlement.
1.75 “Total Settlement Am
Preview
FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 Exhibit 1 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK MARK CONVERY, Individually and on Index No.: 656021/2019 Behalf of All Others Similarly Situated, Commercial Division Plaintiff, Andrea Masley, J.S.C. Part 48 v. CLASS ACTION JUMIA TECHNOLOGIES AG, JEREMY HODARA, SACHA POIGNONNEC, ANTOINE MAILLET-MEZERAY, DONALD J. PUGLISI, GILLES BOGAERT, ANDRE T. IGUODALA, BLAISE JUDJA-SATO, JONATHAN D. KLEIN, ANGELA KAYA MWANZA, ALIOUNE NDIAYE, MATTHEW ODGERS, JOHN H. RITTENHOUSE, MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC., BERENBERG CAPITAL MARKETS, LLC, RBC CAPITAL MARKETS, LLC, STIFEL, NICOLAUS & COMPANY, INCORPORATED, RAYMOND JAMES & ASSOCIATES, INC., WILLIAM BLAIR & COMPANY, L.L.C., and ERNST & YOUNG, SOCIÉTÉ ANONYME, Defendants. STIPULATION OF SETTLEMENT This Stipulation of Settlement dated October 9, 2020 (the “State Stipulation”), is made and entered into by and among: (i) Plaintiff Mark Convery (“State Plaintiff”), on behalf of himself and each of the Securities Act Settlement Class Members; and (ii) Jumia Technologies AG (“Jumia”); (iii) Jeremy Hodara; Sacha Poignonnec; Antoine Maillet-Mezeray; Donald J. Puglisi; Gilles Bogaert; Andre T. Igoudala; Blaise Judja-Sato; Jonathan D. Klein; Angela Kaya Mwanza; Alioune Ndiaye; Matthew Odgers; and John H. Rittenhouse (collectively, the “Individual Defendants”); (iv) Morgan Stanley & Co. LLC; Citigroup Global Markets Inc.; Berenberg Capital Markets, LLC; FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 RBC Capital Markets, LLC; Stifel, Nicolaus & Company, Incorporated; Raymond James & Associates, Inc.; and William Blair & Company, L.L.C. (collectively, the “Underwriter Defendants”); and (v) Ernst & Young, Société Anonyme (“E&Y,” and together with Jumia, the Individual Defendants, and the Underwriter Defendants, “State Defendants”), by and through their respective counsel of record in the above-captioned action (“State Action”). The State Stipulation is intended to fully, finally, and forever compromise, resolve, release, discharge, settle, and dismiss with prejudice the State Action and the Released Plaintiffs’ Claims as against the Released Defendant Parties, upon and subject to the terms and conditions hereof and subject to the approval of the State Court. As set forth herein, this State Action Settlement shall not become effective until both the State Action Settlement and the Federal Action Settlement have received final approval from their respective courts, and both settlements have become Final. All capitalized terms herein shall have the meaning stated in section 1 (“Definitions”), below, or as otherwise defined in this State Stipulation. I. RECITALS WHEREAS, on May 14, 2019, Stephen Strugala filed Strugala v. Jumia Technologies AG, No. 19-cv-4397 (Castel, J.) (the “Strugala Action”) in the U.S. District Court for the Southern District of New York (“Federal Court”), asserting putative class action claims against Defendants Jumia and Messrs. Hodara, Poignonnec, and Maillet-Mezeray under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); WHEREAS, on May 28, 2019, Plaintiff Luo Zhi filed Zhi v. Jumia Technologies AG, No. 19-cv-4952 (Castel, J.) (the “Zhi Action”) in the Federal Court, asserting putative class action claims against Defendants Jumia and Messrs. Hodara, Poignonnec, and Maillet-Mezeray under Sections 10(b) and 20(a) of the Exchange Act; 2 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 WHEREAS, on October 15, 2019, Plaintiff Mark Convery filed the State Action in the State Court, asserting putative class action claims against Defendants Jumia, Messrs. Hodara, Poignonnec, Maillet-Mezeray, Bogaert, Igoudala, Judja-Sato, Klein, Ndiaye, Odgers, and Rittenhouse, Ms. Kaya Mwanza, and the Underwriter Defendants on behalf of purchasers of the American Depositary Shares (“ADSs”) of Jumia pursuant and/or traceable to the Registration Statement issued in connection with Jumia’s April 12, 2019 initial public stock offering of 15.525 million ADSs (including exercise of over-allotment option) at $14.50 per share (the “IPO”), seeking to pursue remedies under Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”); WHEREAS, on October 29, 2019, the Federal Court consolidated the Strugala Action and the Zhi Action for all purposes; captioned the consolidated action In re Jumia Technologies AG Securities Litigation, No. 19-cv-4397 (S.D.N.Y.) (Castel, J.) (the “Federal Action”); appointed Hexuan Cai as Federal Lead Plaintiff, Kalyan and Kalyanasundaram Venkataraman as named plaintiffs, and The Rosen Law Firm, P.A. and Pomerantz LLP as Federal Lead Counsel; and set a schedule for the filing of a consolidated amended complaint in the Federal Action; WHEREAS, on December 30, 2019, Federal Lead Plaintiff and Federal Named Plaintiffs (“Federal Plaintiffs”) filed an amended complaint in the Federal Action asserting claims against Defendants Jumia, Messrs. Hodara, Poignonnec, Maillet-Mezeray, Bogaert, Igoudala, Judja-Sato, Klein, Ndiaye, Odgers, and Rittenhouse, Ms. Kaya Mwanza, and the Underwriter Defendants under Sections 10(b) and 20(a) of the Exchange Act and Sections 11 and 15 of the Securities Act; WHEREAS, on January 22, 2020, Jumia, certain of the Individual Defendants, and the Underwriter Defendants filed a motion to stay all proceedings in the State Action pending adjudication of the Federal Action, which was fully briefed on February 6, 2020; 3 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 WHEREAS, on January 27, 2020, State Plaintiff filed the Amended Complaint for Violations of the Securities Act of 1933 (the “State Amended Complaint”) adding claims under Section 12(a)(2) of the Securities Act, and claims against Defendants Puglisi and E&Y (NYSCEF Doc No. 32); WHEREAS, on February 13, 2020, the State Court held oral argument on the motion to stay; WHEREAS, on March 13, 2020, Federal Plaintiffs filed a second amended complaint in the Federal Action asserting claims against Defendants Jumia, the Individual Defendants, and the Underwriter Defendants under Sections 10(b) and 20(a) of the Exchange Act and Sections 11 and 15 of the Securities Act; WHEREAS, on May 12, 2020, State Plaintiff, Federal Plaintiffs, Jumia, and the Individual Defendants engaged in a mediation via videoconference before Jed Melnick, an experienced mediator with JAMS (the “Mediator”). State Plaintiff, Federal Plaintiffs, Jumia, and the Individual Defendants submitted mediation statements to the Mediator in advance of the mediation; WHEREAS, during the mediation, State Plaintiff, Federal Plaintiffs, Jumia, and the Individual Defendants engaged in arm’s-length negotiations. Although the mediation did not result in the settlement of either the State Action or the Federal Action, the parties continued negotiating through the Mediator; WHEREAS, on June 1, 2020, Federal Defendants filed a motion to dismiss the second amended complaint in the Federal Action, which was scheduled to be fully briefed on August 21, 2020; 4 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 WHEREAS, on August 10, 2020, the State Court denied the motion to stay and ordered State Defendants to answer or otherwise respond to the State Amended Complaint within 30 days (NYSCEF Doc. No. 50); WHEREAS, on August 11, 2020, after further arm’s-length negotiations with the assistance of the Mediator, State Plaintiff, Federal Plaintiffs, Jumia, and the Individual Defendants agreed to a settlement of the State Action and the Federal Action on terms that included total settlement consideration of $5,000,000.00 (five million U.S. dollars), to be allocated, as set forth in further detail below, between the State Action and the Federal Action. The proposed settlement terms were memorialized in a term sheet executed on August 11, 2020 by Jumia, the Individual Defendants, State Plaintiff, and Federal Plaintiffs; WHEREAS, on August 12, 2020, the parties filed a letter and stipulation with the State Court and a letter with the Federal Court informing the Courts of the settlements and requesting a stay of all proceedings in the State Action and the Federal Action pending the parties’ finalization of the settlement papers, which the State Court and the Federal Court granted; WHEREAS, State Plaintiff and the Securities Act Settlement Class settle, compromise, resolve, release, discharge, and dismiss with prejudice all Released Plaintiffs’ Claims against the Released Defendant Parties for settlement consideration including a settlement payment of $3,000,000.00 (three million U.S. dollars) on the terms set forth herein, subject to approval by the State Court (“State Action Settlement”); WHEREAS, in a separate stipulation, Federal Plaintiffs and the Exchange Act Settlement Class settle, compromise, resolve, release, discharge, and dismiss with prejudice all Released Plaintiffs’ Claims against the Released Defendant Parties before the Federal Court for settlement consideration including a settlement payment of $2,000,000.00 (two million U.S. dollars) on the 5 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 terms set forth in the Federal Stipulation, subject to approval by the Federal Court (“Federal Action Settlement”); WHEREAS, the State Action Settlement and the Federal Action Settlement were jointly negotiated by the parties, and the parties intend for the effectiveness of the State Action Settlement and the Federal Action Settlement to be dependent upon one another, such that if one settlement is not approved, neither settlement will become Final; WHEREAS, although there are separate stipulations of settlement for the State Action and the Federal Action, the parties intend their provisions to be interrelated. For example, to avoid any potential confusion of members of the Settlement Classes, to simplify the process for settlement participation, for efficiency, and to avoid unnecessarily duplicative Class Notice and Administration Expenses, the parties in the State Action and the Federal Action have agreed that there shall be one Claims Administrator, one joint Long Notice, Proof of Claim and Release Form, Summary Notice, and Postcard Notice, and that the Settlements shall be jointly administered, with concurrent payment to members of the Settlement Classes of timely filed and valid claims; WHEREAS, State Plaintiff’s Counsel anticipates filing a motion for an award of attorneys’ fees, reimbursement of reasonable litigation expenses incurred in connection with the prosecution of claims on behalf of the Securities Act Settlement Class by State Plaintiff’s Counsel in the State Action, and reimbursement to State Plaintiff related to his representation of the Securities Act Settlement Class Members in the State Action; WHEREAS, State Plaintiff and State Plaintiff’s Counsel recognize the expense, risks, and uncertain outcome of any litigation and subsequent appeals, especially for a complex action such as this. State Plaintiff, on behalf of himself and all other members of the Securities Act Settlement Class, desires to settle the Released Plaintiffs’ Claims against the Released Defendant Parties on 6 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 the terms and conditions set forth in this State Stipulation. Furthermore, State Plaintiff and State Plaintiff’s Counsel deem the State Action Settlement to be fair, reasonable, adequate, and in the best interests of the members of the Securities Act Settlement Class; have agreed that the Released Defendant Parties should be released from the Released Plaintiffs’ Claims pursuant to the terms and provisions of this State Stipulation; and have agreed, subject to State Court approval, to the dismissal of the State Action with prejudice, after considering the substantial benefits that State Plaintiff and all members of the Securities Act Settlement Class will receive from the State Action Settlement; and WHEREAS, State Defendants continue to deny all allegations of wrongdoing or liability whatsoever arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the State Action, including the allegations that State Defendants made any misrepresentations or omissions in the Registration Statement or in any other statements made in connection with the IPO or the offering or sale of Jumia’s ADSs. State Defendants also recognize the expense, risks, and uncertain outcome of any litigation, especially a complex action such as this, and State Defendants desire to settle the Released Plaintiffs’ Claims so as to avoid lengthy, distracting, and time-consuming litigation and the burden, inconvenience, and expense connected therewith, without in any way acknowledging any fault or liability, such that this State Stipulation and all related documents are not, and shall not in any event be construed or deemed to be, evidence of an admission or concession on the part of State Defendants with respect to any claim, fault, liability, wrongdoing, or damage whatsoever, or any infirmity in the defenses that State Defendants have or could have asserted; NOW, THEREFORE, without any admission or concession on the part of State Plaintiff of any lack of merit of the State Action whatsoever, and without any admission or concession on 7 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 the part of State Defendants of any liability, wrongdoing, or lack of merit in their defenses whatsoever, IT IS HEREBY STIPULATED, CONSENTED TO, AND AGREED, between State Plaintiff (individually and on behalf of the Securities Act Settlement Class) and State Defendants, by and through their respective attorneys, that the State Action and all Released Plaintiffs’ Claims as against the Released Defendant Parties shall be settled, compromised, resolved, released, discharged, and dismissed with prejudice in the manner and upon the terms and conditions set forth herein, subject to (i) the approval of the State Court and (ii) the approval of the Federal Court of the concurrently filed Federal Action Settlement. 1. Definitions As used in this State Stipulation, the following capitalized terms shall have the following meaning: 1.1 “Actions” means both the State Action and the Federal Action. 1.2 “ADSs” means American Depositary Shares. 1.3 “Award to State Plaintiff” means the requested reimbursement to State Plaintiff related to his representation of the Securities Act Settlement Class Members in the State Action. 1.4 “Business Day” means any day except Saturday or Sunday or any other day on which national banks are authorized by law or executive order to close in the State of New York. 1.5 “Claims Administrator” means the firm of Strategic Claims Services (“SCS”), which shall administer the State Action Settlement. 1.6 “Class Notice and Administration Expenses” means the fees and expenses reasonably and actually incurred for providing notice to both Securities Act Settlement Class Members and Exchange Act Settlement Class Members, locating Securities Act Settlement Class Members and Exchange Act Settlement Class Members, assisting with the filing of claims, processing Proof of Claim and Release Forms, administering and distributing the Net State 8 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 Settlement Fund to State Authorized Claimants and administering and distributing the Net Federal Settlement Fund to Federal Authorized Claimants, and paying escrow fees and costs, if any. 1.7 “Class Period” means the period from April 12, 2019, through and including December 9, 2019. 1.8 “Defendants” means both State Defendants and Federal Defendants. 1.9 “Effective Date” means the first date by which all of the conditions and events specified in ¶7.1 of the State Stipulation have been met and have occurred, or have been expressly waived in writing. 1.10 “Escrow Account” means the segregated and separate escrow account designated and controlled by the Escrow Agent at one or more national banking institutions into which the State Settlement Amount will be deposited for the benefit of Securities Act Settlement Class Members. 1.11 “Escrow Agent” means The Huntington National Bank or its appointed agents. The Escrow Agent shall perform the duties as set forth in this State Stipulation and any order of the State Court in connection with the State Action Settlement. 1.12 “Exchange Act” means the Securities Exchange Act of 1934. 1.13 “Exchange Act Settlement Class” means all persons or entities (and their beneficiaries) who purchased or otherwise acquired Jumia ADSs from April 12, 2019, through and including December 9, 2019, and were damaged thereby. Excluded from the Exchange Act Settlement Class are the Released Defendant Parties, except for any Investment Vehicle as defined herein. Also excluded are those Persons who timely and validly request exclusion from the Exchange Act Settlement Class pursuant to the Notice. 9 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 1.14 “Exchange Act Settlement Class Member” or “Exchange Act Settlement Class Members” means any Person who falls within the definition of the Exchange Act Settlement Class. 1.15 “E&Y” means Ernst & Young, Société Anonyme. 1.16 “Federal Action” means the action captioned In re Jumia Technologies AG Securities Litigation, No. 19-cv-4397 (S.D.N.Y.) (Castel, J.), in the Federal Court. 1.17 “Federal Action Settlement” means the settlement of the Federal Action on the terms and conditions set forth in the Federal Stipulation. 1.18 “Federal Court” means the United States District Court for the Southern District of New York. 1.19 “Federal Defendants” means Jumia, the Individual Defendants, and the Underwriter Defendants. 1.20 “Federal Lead Counsel” means The Rosen Law Firm, P.A. and Pomerantz LLP. 1.21 “Federal Lead Plaintiff” means the lead plaintiff in the Federal Action, Hexuan Cai. 1.22 “Federal Named Plaintiffs” means the named plaintiffs in the Federal Action, Kalyan and Kalyanasundaram Venkataraman, Matthew Sacks, and Yifeng Zhu. 1.23 “Federal Plaintiffs” means both Federal Lead Plaintiff and Federal Named Plaintiffs. 1.24 “Federal Settlement Amount” means the principal amount of $2,000,000.00 (two million U.S. dollars) to be paid in conjunction with the Federal Action Settlement. 1.25 “Federal Settlement Fund” means the Federal Settlement Amount plus any interest that may accrue thereon as provided for in the Federal Stipulation. 10 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 1.26 “Federal Settling Parties” means, collectively, each of Federal Defendants and Federal Plaintiffs, on behalf of themselves and each of the Exchange Act Settlement Class Members. 1.27 “Federal Stipulation” means the stipulation of settlement entered into by and between Federal Defendants and Federal Plaintiffs, on behalf of themselves and the Exchange Act Settlement Class. 1.28 “Final” means, with respect to any order or judgment of a court, including, of this State Court or the Federal Court, that it represents a final and binding determination of all issues within its scope and is not subject to further review on appeal or otherwise. Without limitation: (a) an order of this State Court becomes “Final” when the last of the following has occurred: (i) the State Order and Final Judgment has been entered and the expiration of the time to file a motion to alter, amend, or reconsider the State Order and Final Judgment has passed without any such motion having been filed; (ii) the expiration of the time in which to appeal the State Order and Final Judgment has passed without any appeal having been taken, which date shall be deemed to be thirty (30) calendar days following the entry of the State Order and Final Judgment, unless the date to take such an appeal shall have been extended by State Court order or otherwise, or unless the 30th calendar day falls on a weekend or a State Court holiday, in which case the date shall be deemed to be the next State Court business day after such 30th calendar day; and (iii) if a motion to alter, amend, or reconsider is filed or if an appeal is taken, immediately after the determination of that motion or appeal so that the State Order and Final Judgment is no longer subject to any further judicial review or appeal whatsoever, whether by reason of affirmance by a court of last resort, lapse of time, voluntary 11 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 dismissal of the appeal or otherwise, and in such a manner as to permit the consummation of the State Action Settlement in accordance with the State Order and Final Judgment. (b) an order of the Federal Court becomes “Final” when the last of the following has occurred: (i) the Federal Court has entered an order and judgment approving the Federal Stipulation, and the expiration of the time to file a motion to alter, amend, or reconsider that order and judgment has passed without any such motion having been filed; (ii) the expiration under the Federal Rules of Appellate Procedure of the time to appeal from the order and judgment approving the Federal Stipulation has passed without any such appeal having been filed; and (iii) if a motion to alter, amend, or reconsider is filed or if an appeal is filed, immediately after the determination of that motion or appeal so that the order and judgment is no longer subject to any further judicial review or appeal whatsoever, whether by reason of affirmance by a court of last resort, lapse of time, voluntary dismissal of appeal, or otherwise, and in such a manner as to permit the consummation of the Federal Action Settlement substantially in accordance with the terms and conditions of the Federal Stipulation. For purposes of this paragraph, an “appeal” shall include any appeal, petition for writ of certiorari, or other writ that may be filed in connection with approval or disapproval of the State Action Settlement or the Federal Action Settlement, but shall not include any appeal which concerns only the issue of attorneys’ fees and expenses, the Plan of Allocation of the Net State Settlement Fund, or the procedures for determining State Authorized Claimants’ recognized claims. 1.29 “Individual Defendants” means Jeremy Hodara, Sacha Poignonnec, Antoine Maillet-Mezeray, Donald J. Puglisi, Gilles Bogaert, Andre T. Igoudala, Blaise Judja-Sato, Jonathan D. Klein, Angela Kaya Mwanza, Alioune Ndiaye, Matthew Odgers, and John H. Rittenhouse. 12 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 1.30 “IPO” means Jumia’s April 12, 2019 initial public stock offering of 15.525 million ADSs (including exercise of over-allotment option) at $14.50 per share. 1.31 “Investment Vehicle” means any investment company or pooled investment fund, including, but not limited to, mutual fund families, exchange-traded funds, funds of funds, and hedge funds, in which the Underwriter Defendants, or any of them, have, has, or may have a direct or indirect interest, or as to which its affiliates may act as an investment advisor but of which any Underwriter Defendant or any of its respective affiliates is not a majority owner or does not hold a majority beneficial interest. 1.32 “Jumia” means Jumia Technologies AG. 1.33 “Long Notice” means the Notice of (I) Pendency of Class Actions and Proposed Settlement of Federal Action and State Action; (II) Motions for Awards of Attorneys’ Fees and Litigation Expenses; and (III) Settlement Hearings, substantially in the form attached hereto as Exhibit A-1, to be sent to Securities Act Settlement Class Members on request and made available on the Claims Administrator’s website. 1.34 “Mediator” means Jed Melnick, a mediator with JAMS. 1.35 “Net State Settlement Fund” means the State Settlement Fund less: (i) the amount of the State Fee and Expense Award, if and to the extent allowed by the State Court; (ii) the Award to State Plaintiff, if and to the extent allowed by the State Court; (iii) Class Notice and Administration Expenses; (iv) Taxes and Tax Expenses; and (v) any other fees or expenses approved by the State Court. 1.36 “Notice” means, collectively, the Long Notice, Summary Notice, and Postcard Notice, substantially in the form attached hereto as Exhibits A-1, A-3, and A-4. 13 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 1.37 “Notice and Administration Fund” means a fund of up to $250,000.00 allocated for Class Notice and Administration Expenses for both the State Action and the Federal Action. 1.38 “Opt-Out Threshold” means the agreed-upon criteria regarding requests for exclusion from the Settlement Classes, which, if exceeded, shall afford Jumia the option to render the Settlements null and void. 1.39 “Person” means an individual, corporation (including all divisions and subsidiaries), limited liability corporation, professional corporation, limited liability partnership, partnership, limited partnership, limited liability company, association, joint stock company, joint venture, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity. 1.40 “Plan of Allocation” means the proposed plan or formula of allocation of the Net State Settlement Fund set forth in the Long Notice, or such other plan or formula of allocation that the State Court approves, whereby the Net State Settlement Fund shall be distributed to State Authorized Claimants. Any Plan of Allocation is not part of the State Stipulation, and the Released Defendant Parties shall have no responsibility or liability with respect thereto. 1.41 “Postcard Notice” means the postcard, substantially in the form attached hereto as Exhibit A-4, to be mailed to Securities Act Settlement Class Members. 1.42 “Proof of Claim and Release Form” means the form for submitting a claim, substantially in the form attached hereto as Exhibit A-2, to be made available on the Claims Administrator’s website, that a member of the Securities Act Settlement Class must complete to be eligible to share in distribution of the Net State Settlement Fund. 14 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 1.43 “Registration Statement” means the final amended registration statement that was filed with the SEC on Form F-1/A on April 10, 2019, and the final prospectus for the IPO, dated April 11, 2019, filed with the SEC on April 15, 2019. 1.44 “Related Parties” means the Individual Defendants, in their individual or official capacities, Jumia, the Underwriter Defendants, and E&Y, as well as (i) with respect to each Individual Defendant, his or her assigns, assignees, attorneys, advisors, auditors, accountants, representatives, members of his or her immediate family, heirs, executors, estates, administrators, and insurers and reinsurers, in their respective capacities as such; (ii) with respect to all other Defendants, each of their predecessors, successors, past, present, or future parents, subsidiaries, affiliates, and divisions, whether direct or indirect, and each of their respective past, present, or future officers, directors, management and supervisory board members, agents, partners, principals, members, employees, attorneys, advisors, auditors, accountants, underwriters, investment bankers, and insurers and reinsurers, in their respective capacities as such; (iii) with respect to all Defendants, any firm, trust, corporation, or other entity in which any of Defendants has or had a controlling interest, in their respective capacities as such; and (iv) with respect to E&Y, Ernst & Young Global Limited and all member firms of Ernst & Young Global Limited, including but not limited to Ernst & Young LLP. 1.45 “Released Claims” means both the Released Defendants’ Claims and the Released Plaintiffs’ Claims. 1.46 “Released Defendant Parties” means any and all of Defendants and each of their Related Parties. 1.47 “Released Defendants’ Claims” means any and all (a) claims (including Unknown Claims), debts, disputes, demands, rights, actions or causes of action, liabilities, damages, losses, 15 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 obligations, sums of money due, judgments, suits, amounts, matters, issues, claims, controversies, and charges of any kind whatsoever (including, but not limited to, any claims for interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses, amounts, or liabilities whatsoever), whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, whether individual or class in nature, whether arising under federal, state, local, or foreign statutory, common, or administrative law, or any other law, rule, or regulation, whether foreign or domestic, that (b) arise out of or are based upon the institution, prosecution, or settlement of the claims against Defendants in the Actions. Notwithstanding the foregoing, Released Defendants’ Claims do not include: (i) any claims relating to the enforcement of the Settlements; (ii) any claims against any person or entity who or which submits a request for exclusion from the Settlements that is accepted by the State Court or the Federal Court as valid; and (iii) any claims that any Defendant may have under or relating to any policy of liability or any other insurance policy. For the avoidance of doubt, this State Stipulation shall not release (i) any insurer, co-insurer, excess insurer, or re-insurer from any obligation owed to any Defendant in the Actions for indemnity or coverage under or relating to any policy of liability or other insurance policy or (ii) Jumia or any selling shareholder in the IPO from any indemnity obligation owed to the Underwriter Defendants under the IPO Underwriting Agreement, dated April 11, 2019, between Jumia and the Underwriter Defendants. 1.48 “Released Plaintiffs’ Claims” means any and all (a) claims (including Unknown Claims), debts, disputes, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, sums of money due, judgments, suits, amounts, matters, issues, claims, controversies, and charges of any kind whatsoever (including, but not limited to, any claims for interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses, amounts, or liabilities 16 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 whatsoever), whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, whether individual or class in nature, whether arising under federal, state, local, or foreign statutory, common, or administrative law, or any other law, rule, or regulation, whether foreign or domestic, that (b) State Plaintiff, Federal Plaintiffs, or any other member of the Settlement Classes: (i) asserted in any of the complaints filed in the Actions; or (ii) could have asserted in the Actions or in any other action or in any other forum that (c) have arisen, arise now, or hereafter arise out of, are based upon, or relate, directly or indirectly, in any manner, or are in consequence of any of the facts, allegations, transactions, matters, events, practices, conduct, disclosures, nondisclosures, occurrences, representations, statements, acts, omissions, or failures to act that were involved, set forth, or referred to in any of the complaints filed in the Actions, and that (d) relate, directly or indirectly, in any manner to the trading, purchase, acquisition, holding, disposition, or sale of Jumia ADSs during the Class Period, including, without limitation, any claims related to statements, disclosures, nondisclosures, or omissions allegedly made or not made by Defendants or any other of the Released Defendant Parties, or that otherwise would have been barred by res judicata had the Actions been litigated to a final judgment. Released Plaintiffs’ Claims include all rights of appeal from any prior decision of the State Court and the Federal Court in the Actions. Released Plaintiffs’ Claims do not include any claims relating to the enforcement of the Settlements. 1.49 “Securities Act” means the Securities Act of 1933. 1.50 “Securities Act Settlement Class” means all persons or entities (and their beneficiaries) who purchased or otherwise acquired Jumia ADSs pursuant and/or traceable to the Registration Statement issued in connection with the IPO during the period from April 12, 2019, through and including December 9, 2019, and were damaged thereby. Excluded from the 17 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 Securities Act Settlement Class are the Released Defendant Parties, except for any Investment Vehicle as defined herein. Also excluded are those Persons who timely and validly request exclusion from the Securities Act Settlement Class pursuant to the Notice. 1.51 “Securities Act Settlement Class Member” or “Securities Act Settlement Class Members” mean any Person who falls within the definition of the Securities Act Settlement Class. 1.52 “Settlement Classes” means both the Securities Act Settlement Class and the Exchange Act Settlement Class. 1.53 “Settlements” means both the State Action Settlement and the Federal Action Settlement. 1.54 “State Action” means the action captioned Convery v. Jumia Technologies AG, et al., Index No. 656021/2019 (N.Y. Sup. Ct., N.Y. Cty.) (Masley, J.), in the State Court. 1.55 “State Action Settlement” means the settlement of the State Action on the terms and conditions set forth in the State Stipulation. 1.56 “State Amended Complaint” means the Amended Complaint for Violations of the Securities Act of 1933, NYSCEF No. 32, filed on January 27, 2020. 1.57 “State Authorized Claimant” means a Securities Act Settlement Class Member who submits a timely and valid Proof of Claim and Release Form to the Claims Administrator that is approved for payment from the Net State Settlement Fund. 1.58 “State Court” means the Supreme Court of the State of New York, County of New York. 1.59 “State Defendants” means Jumia, the Individual Defendants, the Underwriter Defendants, and E&Y. 18 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 1.60 “State Fee and Expense Application” means State Plaintiff’s submission of an application to the State Court for distributions from the State Settlement Fund for: (i) an award of attorneys’ fees for State Plaintiff’s Counsel in connection with prosecuting the claims on behalf of the Securities Act Settlement Class; (ii) payment of expenses and costs incurred by State Plaintiff’s Counsel in connection with prosecuting the claims on behalf of the Securities Act Settlement Class; (iii) any interest on such attorneys’ fees, costs, and expenses at the same rate and for the same periods as earned by the State Settlement Fund; and (iv) an Award to State Plaintiff. 1.61 “State Fee and Expense Award” means the amount the State Court awards State Plaintiff’s Counsel for attorneys’ fees and reimbursement of expenses and costs, with interest thereon. 1.62 “State Final Settlement Approval Hearing” means the final hearing to be held by the State Court to determine whether the proposed State Action Settlement should be approved as fair, reasonable, and adequate; whether all Released Plaintiffs’ Claims should be dismissed with prejudice; whether an order providing final approval of the State Action Settlement should be entered; whether the allocation of the State Settlement Fund should be approved; and whether and in what amounts to award attorneys’ fees and expenses to State Plaintiff’s Counsel. 1.63 “State Order and Final Judgment” means the final judgment and order of dismissal with prejudice, substantially in the form attached hereto as Exhibit B, to be rendered by the State Court upon final approval of the State Action Settlement. 1.64 “State Plaintiff’s Counsel” means Kaplan Fox & Kilsheimer, LLP or its successor(s). 1.65 “State Plaintiff” means Mark Convery. 19 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 1.66 “State Preliminary Approval Order” means the order, substantially in the form attached hereto as Exhibit A, to be entered by the State Court preliminarily approving the State Action Settlement and providing that notice of the State Action Settlement be provided to the Securities Act Settlement Class. 1.67 “State Settlement Amount” means the principal amount of $3,000,000.00 (three million U.S. dollars) to be paid pursuant to ¶2.2 of this State Stipulation. 1.68 “State Settlement Fund” means the State Settlement Amount plus any interest that may accrue thereon as provided for herein. 1.69 “State Settling Parties” means, collectively, each of State Defendants and State Plaintiff, on behalf of himself and each of the Securities Act Settlement Class Members. 1.70 “State Stipulation” means this stipulation of settlement entered into by and between State Defendants and State Plaintiff, on behalf of himself and the Securities Act Settlement Class. 1.71 “Summary Notice” means the Summary Notice of (I) Pendency of Class Actions and Proposed Settlement of Federal and State Actions; (II) Motions for Awards of Attorneys’ Fees and Litigation Expenses; and (III) Settlement Hearings, substantially in the form attached hereto as Exhibit A-3, to be disseminated to Securities Act Settlement Class Members. 1.72 “Tax Expenses” means expenses and costs incurred in connection with the operation and implementation of ¶2.13 below (including, without limitation, expenses of tax attorneys and/or accountants, mailing and distribution costs, and expenses relating to filing (or failing to file) the returns described in ¶2.13 below). 1.73 “Taxes” means any taxes, interest, or penalties arising with respect to the income earned by the State Settlement Fund, including any taxes or tax detriments that may be imposed upon the Released Defendant Parties with respect to any income earned by the State Settlement 20 FILED: NEW YORK COUNTY CLERK 10/09/2020 07:51 PM INDEX NO. 656021/2019 NYSCEF DOC. NO. 59 RECEIVED NYSCEF: 10/09/2020 Fund for any period during which the State Settlement Fund does not qualify as a “qualified settlement fund” for federal or state income tax purposes. 1.74 “Termination Notice” means a written notice to all other parties hereto within thirty (30) calendar days of any of the events in ¶7.3 below of Jumia’s and/or State Plaintiff’s election to terminate the State Action Settlement. 1.75 “Total Settlement Am