WILMINGTON, Del., Aug. 19, 2024 /PRNewswire/ — 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO:   All record and beneficial holders of Eos Energy Enterprises, Inc. (f/k/a Riley Principal Merger Corp. II (“BRII”)) (the “Company”) common stock who held such shares between 10:00 a.m. ET on November 10, 2020 and November 16, 2020 (the “Class Period”), but excluding the Excluded Persons (as defined in the Stipulation and the Notice) (the “Class”).¹

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court.

YOU ARE ALSO NOTIFIED that (i) plaintiff Richard Delman (“Plaintiff”), individually and on behalf of the Class (as defined herein); (ii) defendants Bryant R. Riley, Daniel Shribman, Kenneth Young, Patrick J. Bartels, Jr., James L. Kempner, Timothy M. Presutti, Robert Suss (collectively, the “Individual Defendants”) and B. Riley Principal Sponsor Co. II (together with the Individual Defendants, the “Defendants”); and (iii) non-party Eos Energy Enterprises, Inc. f/k/a B. Riley Principal Merger Corp. II (“New Eos,” or the “Company,” and together with Plaintiff and Defendants, the “Parties”) have reached a proposed settlement for $8,500,000 in cash (the “Settlement Amount”) as set forth in the Stipulation and Agreement of Settlement, Compromise, and Release (the “Settlement”) a copy of which is available at www.BRIIStockholderSettlement.com.  The Settlement, if approved, will resolve all claims in the Action.

A hearing (the “Settlement Hearing”) will be held on October 17, 2024 at 11:00 a.m., before The Honorable Lori W. Will, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as Class representatives for the Class and Plaintiff’s Counsel should be finally appointed as Class counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiff’s Counsel out of the Settlement Fund; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.BRIIStockholderSettlement.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at BRII Stockholders Settlement, c/o A.B. Data, Ltd., PO Box 170500, Milwaukee, WI 53217, 877-411-4708, [email protected], www.BRIIStockholderSettlement.com.  A copy of the Notice can also be downloaded from the Settlement website, www.BRIIStockholderSettlement.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed in accordance with the terms of the proposed Plan of Allocation attached as Exhibit E to the Settlement or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a distribution from the Net Settlement Fund subject to the following conditions. 

For each Eligible Share for which a Claim Form is submitted:

(a)     if such Eligible Class Member sold any Eligible Shares for less than $10.10 (the “Redemption Price“), including the number of Eligible Shares sold, the price at which such Eligible Shares were sold (the “Eligible Share Sale Price“), and the date those Eligible Shares were purchased and sold, and/or

(b)     if such Eligible Class Member continues to hold any Eligible Shares, the number of Eligible Shares the Class Member continues to hold, and the date those Eligible Shares were purchased;

Such Eligible Class Member shall receive a pro rata distribution (the “Claimed Distribution Amount“) from the Net Settlement Fund with such pro rata portion of the Net Settlement Fund to be determined based on the Eligible Class members total loss (“Total Loss“) equal to the product of (i) the Redemption Price minus the Eligible Share Sale Price and/or (ii) the Redemption Price minus the closing price of such shares on the date the Complaint was filed ($1.86). The Claimed Distribution Amount will be calculated based on the Total Loss submitted by such Eligible Class Member, divided by the combined Total Loss for all Eligible Class Members, multiplied by the total amount in the Net Settlement Fund. 

Following the distributions set forth in the foregoing paragraph, any remaining cash in the Net Settlement Fund shall be distributed pro rata from the Net Settlement Fund equal to the product of (i) the balance of the Net Settlement Fund following the distributions set forth in the foregoing paragraph and (ii) a fraction, the numerator of which is the number of Eligible Shares held by the Eligible Class Member, and the denominator of which is a number representing the total number of Eligible Shares.

If any Eligible Class Member’s entitlement to Net Settlement Proceeds as calculated pursuant to the Plan of Allocation totals less than $5.00, it will not be included in the calculations, and no distribution will be made to that Eligible Class Member, however, such Eligible Class Member will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action.

Any objections to the Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s application for the Fee and Expense Award must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Counsel, Defendants’ Counsel, and Company Counsel such that they are received no later than October 2, 2024, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Counsel.

Requests for the Notice should be made to the Settlement Administrator:

BRII Stockholders Settlement
c/o A.B. Data, Ltd.
PO Box 170500
Milwaukee, WI 53217
Telephone: 877-411-4708 

Email: [email protected]
Website: www.BRIIStockholderSettlement.com

Inquiries, other than requests for the Notice, should be made to Plaintiff’s Counsel:

Kelly L. Tucker, Esq.
Grant & Eisenhofer P.A.
123 Justison Street
Wilmington, DE 19801
Telephone: (302) 622-7000
Email: [email protected] 

BY ORDER OF THE COURT OF 
CHANCERY OF THE STATE OF
DELAWARE:

Dated: July 1, 2024

^{_________________________
1} Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release between Plaintiff, Defendants, and the Company, dated June 26, 2024 (the “Stipulation”). Copies of the Stipulation and the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”) are available at the Settlement website, www.BRIIStockholderSettlement.com.

SOURCE Grant & Eisenhofer P.A.