The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement of the Action. The Notice informs Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation for the Settlement proceeds, and Plaintiffs’ Counsel’s Fee Application, including Plaintiffs’ application for a service award (the “Settlement Hearing”). See Question 9 in the Notice for details about the Settlement Hearing, including the date and time of the hearing.

The Notice explains the class action lawsuit, the Settlement, Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the Action is the Court of Chancery of the State of Delaware, and the case is known as Mariano Siseles v. Howard Lutnick, et al., C.A. No. 2023-1152-JTL. The case has been assigned to the Honorable J. Travis Laster.

A brief background of this case is provided on pages 3-4 of the Notice. We do not have any more information regarding the background of this case beyond what is provided in the Notice and posted case documents.

The Class preliminarily certified by the Court solely for purposes of the Settlement consists of: All Persons who held shares of CF II Class A common stock as of the Redemption Deadline, either of record or beneficially, and who did not redeem all or some of their shares, including their heirs, successors-in-interest, successors, transferees, and assigns. Excluded from the Class are: (i) Howard Lutnick, Paul Pion, Robert Hochberg, Charlotte Blechman, Alice Chan, CF Finance Holdings II LLC, Cantor Fitzgerald L.P., and Cantor Fitzgerald & Co., as well as the members of their immediate families, and any entity in which any of them has a controlling interest, and the legal representatives, heirs, successors, or assignees of any such excluded party; and (ii) any trusts, estates, entities, or accounts that held shares of CF II Class A or Class B common stock for the benefit of any of the foregoing (together, the “Excluded Persons”).

Please Note: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim which is available on the website and the required supporting documentation as set forth therein postmarked or submitted online on or before December 17, 2024.

Please Note: The Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.

We are unable to advise regarding claim eligibility prior to receiving and processing a Proof of Claim submission. We cannot be more specific than the information which has been included in the Notice and cannot interpret how the Notice or Plan of Allocation may apply to a specific claim prior to processing.

Please read the Notice and Class definition carefully and decide whether or not you wish to submit a Proof of Claim. If you are still not certain of eligibility and want for us to determine eligibility, you will need to submit a Proof of Claim form along with supporting documentation for your transactions.

Email is not an acceptable submission method and claims submitted via email will not be reviewed for eligibility. As indicated in the general instructions for the Proof of Claim and Release, you must submit your Proof of Claim and Release online under the "File Claim" tab of this website or mail it to the Settlement Administrator at the address below so that it is postmarked or received no later than December 17, 2024:

CFII Stockholder Settlement
Settlement Administrator
c/o Gilardi & Co. LLC
P.O. Box 301171
Los Angeles, CA 90030-1171

Note that the online link may be disabled at any time after the filing deadline and you will only be able to submit via mail to the address above.

In consideration of the settlement of the Released Plaintiffs' Claims (defined in the Notice) against the Released Defendant Parties, Defendants will deposit or cause to be deposited the $12,000,000 Settlement Amount into an interest-bearing escrow account for the benefit of the Class.

Your share of the Net Settlement Fund will depend on several things, including the total dollar amount of claims represented by the valid Proofs of Claim that Class Members submit, compared to the dollar amount of your claim, all as calculated under the Plan of Allocation discussed on pages 5-7 of the Notice.

To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim. A Proof of Claim may be downloaded from the "Case Documents" tab of this website. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail it to the Settlement Administrator at the address provided in the Proof of Claim or submit it online under the "File Claim" tab of this website so that it is postmarked or received no later than December 17, 2024.

The Court ordered that the law firms of Robbins Geller Rudman & Dowd LLP, Robbins LLP, Grant & Eisenhofer P.A., Morris Kandinov LLP, and Michael Klausner represent the Class Members, including you. These lawyers are called Plaintiffs’ Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

The Court will hold a Settlement Hearing at 1:30 p.m., on December 6, 2024, before the Honorable J. Travis Laster, Vice Chancellor, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801. At the hearing, the Court will consider, among other things, whether the Settlement should be approved as fair, reasonable, and adequate.

Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by phone or video, it is important that you monitor the Court's docket or this website before making any plans to attend the Settlement Hearing. 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 this website. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by telephone or videoconference, the information needed to access the conference will be posted to this website.

No. Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing. Class Members can recover from the Settlement without attending the Settlement Hearing.

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the proposed Plan of Allocation, and/or Plaintiffs’ Counsel’s Fee Application, including Plaintiffs’ application for a service award (“Objector”) you must no later than November 22, 2024: (1) file your written objection, together with copies of all other papers and briefs supporting the objection, with the Register in Chancery at the address set forth in the Notice; (2) serve such papers (electronically by File & ServeXpress, by hand, by first-class U.S. mail, or by express service) on Plaintiffs’ Counsel and Defendants’ Counsel at the addresses set forth in the Notice; and (3) email a copy of the written objection to (i) [email protected], (ii) [email protected], (iii) [email protected], (iv) [email protected], and (v) [email protected].

We do not hold stock records here. Gilardi & Company, LLC is a third-party administrator appointed by the Court to notify potential claimants. We are provided with names and addresses of potential claimants in order to notify individuals of settlements but do not have access for your investment records. We recommend you contact the institution where you held your shares and request proof or supporting documentation for your claim.

Separate Proofs of Claim and Release should be submitted for each separate legal entity (e.g., a claim from joint owners should not include the transactions of just one of the joint owners, and an individual should not combine his or her IRA transactions with transactions made solely in the individual’s name).

However, a single Proof of Claim and Release should be submitted on behalf of one legal entity that includes all transactions made by that entity, no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions made in all accounts on one Proof of Claim and Release).

When filing on behalf of a deceased beneficial owner or their estate, you can submit a claim in the name of the individual, or, if an estate exists, you can submit on behalf of the estate. Note that any settlement proceeds will be made payable to the estate if that is how you submit that claim. The same rule applies for IRA's and other account types.

The claim submission should include a copy of the death certificate as well as proof of authority to file. As you are submitting a claim form as a representative on behalf of someone else (e.g. as an executor, administrator, trustee or other representative), you must document your authority to file on their (or their estate’s) behalf. Proof of authority can include a copy of the Last Will and Testament, Letters Testamentary, evidence of probate, proof of authority as executor or beneficiary and/or any other testamentary provisions of the deceased person. Do not send originals as any documents submitted with your claim will not be returned.

Depending on whether you submit on behalf of the individual on behalf of the estate, please provide the appropriate TIN or SSN. Then sign the claim form.

The claim must be submitted for the benefit of the actual beneficial owner/purchaser of the shares or their estate. Do not submit the claim in the name of the deceased person’s family or other heirs. We must issue the check to the actual beneficial owner/purchaser of the shares. We cannot issue any applicable check in the name of the deceased person’s family, beneficiaries or other heirs.

Sufficient documentation will provide all of the required transaction information. Typically, the required details includes the beneficial owner name, transaction date, number of shares and total transaction price. Suggested forms of documentation are photocopies of stockbrokers' confirmation slips or stockbrokers' monthly statements reflecting your opening and closing balances for the months specified on the claim form, and in which transactions during the relevant period occurred.

Stock certificates are not considered a sufficient form of documentation as they do not provide the necessary trade date and transaction price information. We are also unable to accept handwritten documents, self-prepared tax forms or spreadsheets, or statements that are illegible due to document quality.

The Settlement Administrator does not have the authority to grant extensions beyond the deadline. You are welcome to submit a Proof of Claim at this time understanding that it will be considered late. If you desire, you may also include a brief letter explaining why your claim is late.

We will process all late claims received, and as much as possible, include that information with our recommendations to Counsel. We generally recommend that late claims which are otherwise valid and eligible be considered for distribution, but it will be up to the Court and/or Counsel to determine whether or not late claims will receive consideration in this matter.

Processing time on our cases can take an average of 9 to 12 months from the filing deadline. Once processing is complete, we must then wait for authorization from Counsel and/or the Court before we can distribute the funds which can take several additional months.

Please understand that this is an estimated timeframe for processing based on our experience which does not guarantee that all case processing will be completed within nine months. Processing time varies from case to case and some cases may take more or less based on the specifics of that case settlement.

If your claim has been received and we have any questions or need additional information or documentation to assist in the processing of your claim, we will contact you by using one or more of the contact methods (phone, e-mail, mail) which you listed on your claim form submission.

We will not have the final claim payout amount available until we have processed all of the claims, calculated the total loss of claims filed and received approval from the Court and/or Counsel.

We appreciate your patience as accurate claims processing takes time.

If you do nothing, you will not receive any money from this Settlement.