THE COT OF CHANCERY OF T STATE OF DELAWARE GREENWOOD HUDSON PORTFOLIO LLC, derivatively on half of CYTODYN INC., Plaintiff, v. NADER Z. POUSSAN, ANONY D. CARACCIOLO, DENIS R. BURGER, CARL C. DOCKERY, GGORY A. GOULD, DR. A. BRUCE MONTGORY, d JOAN G. NAYDENOV, Dendts, -d- CYTODYN C., a Delaware cooration, Nominal Dent. C.A. No. 2018-0761-AGB NOTICE OF PENDENCY OF SETTLENT OF ACTION TO: ALL CURRENT STOCOLDERS OF CYTODYN INC. PLEASE READ TS NOTICE CAREFULLY AND ITS ENTETY. YOUR RIGHTS Y BE AFFECTED BY THE LEGAL PROCEEDGS TS LITIGATION. IF THE COURT APPROVES T PROPOSED SETTLENT, YOU WILL BE FOREVER BARRED FROM CONTESTG T FESS, REASONABLENESS, AND ADEQUACY OF T PROPOSED SETTLENT, OR PURSUG THE CLAS DEFINED REIN. TS ACTION IS NOT A "CLASS ACTION." THUS, TRE IS NO COMMON FU UPON CH YOU CAN KE A CLAIM FOR MONETARY PAYNT. IF YOU DO NOT OBCT TO T TERMS OF T PROPOSED SETTLENT OR T AMOUNT OF ATTORNEYS' FEES AND EENSES DESCRIBED TIDS NOTICE, YOU ARE NOT OBLIGATED TO TAKE ANY ACTION. IF YOU HOLD CYTODYN C. COMMON STOCK FOR THE BENEFIT OF ANOTR, PLEASE PROTLY TRANSMIT TS DOCUMENT TO SUCH BENEFICIAL OWNER. I. ARE YOU RECEIVING TS NOTICE? e puose of is Notice is to tell you about (i) a lawsuit (e "Action") in e Court of Chce of e State of Delawe (e "Court") putatively brought on behalf of CytoDyn c. ("CytoD" or the "Compy''); (ii) a proposal to settle e Action as provided in a Settlement Agreement, which sets rth e terms d conditions of e proposed settlement of is Action (e "Settlement''); d (iii) your right, ong other things, to aend d picipate in a heng to be held on Jua 10, 2019 at 1:30 p.m., in e Court of Chcery, Leonard L. Willis Justice Center, 500 Nor ng Seet, Wilmington, Delaware 19801 (e "Settlement Heng"). 1 is Notice describes e rights you may have under e Settlement Agreement d what steps you may, but e not required to, te conceg e proposed Settlement. If the Court approves the Settlement, the Pties will ask the Court to approve Order d Final Judgment that would end e Action. T FOLLOWING DESCRIPTION DOES NOT CONSTITUTE FDINGS OF ANY COURT. IT IS BASED ON T PARTIES' STATENTS. All capitalized terms e defined in the Settlement Agreement unless otherwise noted. The Selement Agreement may be inspected on Plaintiffs Counsel's websites at ht://w.nfllp.com/cytodyn-selement/ or https://www.safirsteinmetcalf.com/cytodyn-settlement/, or on CytoDyn's website at www.cytodyn.com. CYWNOT1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ...€¦ · c.a. no. 2018-0761-agb notice of pendency of settlement of action to: all current stockholders of cytodyn inc. please

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

GREENWOOD HUDSON PORTFOLIO LLC, derivatively on behalf of CYTODYN INC.,

Plaintiff,

NADER Z. POURHASSAN, ANTHONY D. CARACCIOLO, DENIS R. BURGER, CARL C. DOCKERY, GREGORY A. GOULD, DR. A. BRUCE MONTGOMERY, and JORDAN G. NA YDENOV,

Defendants,

-and-

CYTODYN INC., a Delaware corporation,

Nominal Defendant.

C.A. No. 2018-0761-AGB

NOTICE OF PENDENCY OF SETTLEMENT OF ACTION

TO: ALL CURRENT STOCKHOLDERS OF CYTODYN INC.

PLEASE READ TIDS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED

BY THE LEGAL PROCEEDINGS IN TIDS LITIGATION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS,

REASONABLENESS, AND ADEQUACY OF THE PROPOSED SETTLEMENT, OR PURSUING THE CLAIMS

DEFINED HEREIN.

TIDS ACTION IS NOT A "CLASS ACTION." THUS, THERE IS NO COMMON FUND UPON WIDCH YOU

CAN MAKE A CLAIM FOR MONETARY PAYMENT. IF YOU DO NOT OBJECT TO THE TERMS OF THE

PROPOSED SETTLEMENT OR THE AMOUNT OF ATTORNEYS' FEES AND EXPENSES DESCRIBED IN

TIDS NOTICE, YOU ARE NOT OBLIGATED TO TAKE ANY ACTION.

IF YOU HOLD CYTODYN INC. COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE

PROMPTLY TRANSMIT TIDS DOCUMENT TO SUCH BENEFICIAL OWNER.

I. WHY ARE YOU RECEIVING THIS NOTICE?

The purpose of this Notice is to tell you about (i) a lawsuit (the "Action") in the Court of Chancery of the State ofDelaware (the "Court") putatively brought on behalf of CytoDyn Inc. ("CytoDyn" or the "Company''); (ii) a proposalto settle the Action as provided in a Settlement Agreement, which sets forth the terms and conditions of the proposedsettlement of this Action (the "Settlement''); and (iii) your right, among other things, to attend and participate in ahearing to be held on January 10, 2019 at 1:30 p.m., in the Court of Chancery, Leonard L. Williams Justice Center,500 North King Street, Wilmington, Delaware 19801 (the "Settlement Hearing").

This Notice describes the rights you may have under the Settlement Agreement and what steps you may, but are notrequired to, take concerning the proposed Settlement. If the Court approves the Settlement, the Parties will ask theCourt to approve an Order and Final Judgment that would end the Action.

THE FOLLOWING DESCRIPTION DOES NOT CONSTITUTE FINDINGS

OF ANY COURT. IT IS BASED ON THE PARTIES' STATEMENTS.

All capitalized terms are defined in the Settlement Agreement unless otherwise noted. The Settlement Agreement may be inspected on Plaintiffs Counsel's websites at http://www.nfllp.com/cytodyn-settlement/ or https://www.safirsteinmetcalf.com/cytodyn-settlement/, or on CytoDyn's website at www.cytodyn.com.

CYWNOT1