Faruqi & Faruqi, LLP Announces Proposed Settlement of Class Action Regarding the POW! Entertainment, Inc. Merger on October 23, 2017

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE

IF YOU WERE A RECORD HOLDER OR BENEFICIAL OWNER OF POW! ENTERTAINMENT, INC. WHO HELD OR OWNED SHARES ON OCTOBER 23, 2017, YOU COULD GET A PAYMENT FROM A CLASS ACTION SETTLEMENT.

A Court authorized this notice. This is only a summary. More information is available at www.POWEntertainmentMergerSettlement.com or by calling 1-833-577-2697.

A Settlement has been proposed in a class action lawsuit regarding the agreement and plan of merger (“Merger Agreement”) entered into by POW! Entertainment, Inc. (“POW”), First Creative International Limited (“First Creative”) and Camsing Entertainment International, Inc. (“Merger Sub” and collectively with First Creative, “Camsing”), pursuant to which Camsing acquired all outstanding shares of POW (the “Merger”). The Settlement provides for a payment of $950,000 (the “Settlement Amount”) into a Settlement Account for distribution, after deducting any attorneys’ fees awarded by the Court and Notice and other Administrative Costs, to eligible members of the Class on a pro rata basis.¹ If you held Eligible Shares you may qualify for a cash payment. “Eligible Shares” means shares of POW common stock held or owned as of October 23, 2017 (the Merger’s closing date). You can also comment on the Settlement.

You are a Class Member if you held or owned POW common stock on October 23, 2017. Defendants, members of the immediate family of any Defendant, any entity in which a Defendant has or had a controlling interest, and legal representatives, heirs, successors in interest, transferees and assigns of any such excluded person or entity, are not Class Members. Also excluded from the Class is any Person who exercised their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware and their respective successors-in-interest, successors, predecessors-in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns and transferees, immediate and remote, and any person or entity acting on behalf of, or claiming under, any of them, are not Class Members.

The Court in charge of the case is the Court of Chancery of the State of Delaware (the “Court”), and the case is called Norwood v. Lee, et al., C.A. No. 2018-0056-KSJM. The lawsuit generally alleges that Defendants Stan Lee (“Lee”) and Gill Champion (“Champion”), in their capacities as the alleged controlling stockholders of POW and the sole members of POW’s Board of Directors (the “Board” or the “Defendants”), breached their fiduciary duties to POW stockholders by engaging in a flawed sale process, designed to extract benefits for both Defendants and Camsing, including post-close employment, post-close equity stakes, and the transfer of Merger-related costs, to the detriment of POW stockholders. Defendants vigorously deny each of these allegations and all liability and damages.

In consideration for the full and final Settlement, and the release by the Class Members of any and all Released Plaintiff Claims, Defendants have agreed to pay the total sum of $950,000 into a Settlement account for distribution, after deducting any attorneys’ fees awarded by the Court and notice and other Administrative Costs, to eligible members of the Class on a pro rata per share basis.

If you are eligible to receive a payment from the Settlement, you do not have to submit a claim form or take any other action in order to receive your payment. Your distribution from the Settlement will be paid to you directly. To get a detailed Notice, visit the website or call the number listed below.

You can comment on or object to the Settlement if you choose or you may hire your own lawyer, at your own cost, to comment on the Settlement for you. If the Settlement is approved, you will not be able to sue the Defendants regarding the Released Plaintiff Claims ever again.

You are not required to hire your own attorney. The Court appointed lawyers to represent you. These lawyers will seek approval for payment of fees and expenses from the Settlement Fund. You will not be responsible for paying these lawyers.

The Court will hold a Settlement Hearing at 1:30 p.m. on December 9, 2022, via Zoom. The Court will consider, among other things, (i) whether the Settlement is fair, reasonable, and adequate, (ii) how much to pay Class Counsel, (iii) whether to approve an award to the Class Plaintiff, and (iv) whether to approve allocation of the Settlement Fund. If there are objections, the Court will consider them. 

For more information visit: www.POWEntertainmentMergerSettlement.com or call 1-833-577-2697

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