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NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT, AND MOTION FOR ATTORNEYS’ FEES AND EXPENSES

If you purchased shares of common stock of Liquid Holdings Group, Inc. (“Liquid” or the “Company”) (i) in Liquid’s initial public offering on July 26, 2013; and/or (ii) on the public market between July 26, 2013 and September 24, 2015, inclusive (the “Class Period”), and were damaged thereby, you may be entitled to a payment from a class action settlement.

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

  • The purpose of the Notice is to inform you of: (i) the pendency of the above-captioned securities class action (the “Action”); (ii) the proposed settlement of the Action (the “Settlement”) on the terms and conditions provided for in the Stipulation and Agreement of Settlement, dated October 29, 2019 (the “Stipulation”);1 and (iii) the hearing to be held by the Court (the “Settlement Hearing”). At the Settlement Hearing, the Court will consider: (i) whether the Settlement should be approved; (ii) whether the proposed plan for allocating the net proceeds of the Settlement to eligible Settlement Class Members (the “Plan of Allocation”) should be approved; (iii) Co-Lead Counsel’s Fee and Expense Application; and (iv) certain other matters. Please read the Notice carefully. This Notice describes important rights you may have and what steps you must take if you wish to participate in the Settlement or wish to be excluded from the Settlement Class.2
  • If approved by the Court, the Settlement will create a $4,062,500 cash fund, plus any interest earned thereon, for the benefit of eligible Settlement Class Members, less any attorneys’ fees and expenses awarded by the Court, Notice and Administration Expenses, and Taxes.
  • The Settlement resolves claims by Court-appointed Co-Lead Plaintiffs Michael Sanders and Sidney R. Berger (“Lead Plaintiffs”), on behalf of themselves, which have been asserted on behalf of the Settlement Class against Brian Storms, Kenneth D. Shifrin, and Brian Ferdinand (collectively, “Defendants”). It avoids the costs and risks of continuing the litigation; pays money to eligible Settlement Class Members; and releases the Released Defendant Parties (defined below) from liability.

The Court will hold a Settlement Hearing on January 10, 2020 at 10:00 a.m., in Courtroom PO 04 at the United States District Court for the District of New Jersey, Martin Luther King, Jr. Federal Courthouse, 50 Walnut St., Newark, NJ 07102.

If you are a Settlement Class Member, your legal rights will be affected by this Settlement whether you act or do not act. Please read the Notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM POSTMARKED OR RECEIVED NO LATER THAN MARCH 14, 2020

The only way to be eligible to receive a payment from the
Net Settlement Fund.

EXCLUDE YOURSELF BY
SUBMITTING A WRITTEN
REQUEST SO THAT IT IS
RECEIVED NO LATER THAN DECEMBER 20, 2019

This is the only option that, assuming your claim is timely
brought, might allow you to ever bring or be part of any other lawsuit against Defendants and/or the other Released Defendant Parties concerning the Released Claims. If you exclude yourself from the Settlement Class, you will not be eligible to receive any payment from the Net Settlement Fund. See Question 11 of the Notice for details.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN DECEMBER 20, 2019

Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or Co-Lead Counsel’s Fee and Expense Application. If you object, you will still be a Settlement Class Member. See Question 15 of the Notice for details.

GO TO A HEARING ON JANUARY 10, 2020 AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN DECEMBER 20, 2019

Ask to speak in Court about the Settlement. If you submit an objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak in Court about your objection. See Question 19 of the Notice for details.

DO NOTHING

You will not be eligible to receive a payment from the Net Settlement Fund, you will give up rights, and you will still be bound by the Settlement.

  • These rights and options—and the deadlines to exercise them—are explained in the Notice.
  • The Court in charge of this case still has to decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement and after any appeals are resolved. Please be patient.

1The Stipulation can be viewed at the Important Documents page of www.liquidholdingssecuritiessettlement.com.
2All capitalized terms not otherwise defined in this Notice have the same meanings as defined in the Stipulation.