Twin River Worldwide : August 14th Hearing Set for Dismissal of Derivative Claim

May 15, 2020 at 06:30 am IST

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (this "Agreement"), dated as of April 20, 2020 (the "Effective Date"), is entered into by and between, on the one hand,

Chatham Asset Management, LLC, Chatham Fund, LP , and Chatham Asset High Yield
Master Fund, Ltd. (collectively, "Plaintiffs") and, on the other hand, (ii)(a) Twin River
Worldwide Holdings, Inc. ("Twin River") and (b) George Papanier, John E. Taylor, Jr., Soo Kim, Stephen H. Capp, Craig L. Eaton, Glenn Carlin, Phil Juliano, and Jay Minas
(collectively, the "Individual Defendants" and together with Twin River, the "Defendants" and clauses (i) and (ii) collectively, the "Parties" and each individually a "Party").

WITNESSETH

WHEREAS, Plaintiffs commenced an action against Defendants, captioned Chatham Asset Management LLC, et al. v. Papanier, et al., C.A. No. 2017-0088-(AGB) (Delaware Chancery Court) (the "Delaware Action");

WHEREAS, Plaintiffs filed the Verified Second Amended Complaint, dated January 9, 2019 [Transaction ID 63211051], in the Delaware Action pending before the Chancery Court for the State of Delaware (the "Chancery Court") asserting fourteen claims;

WHEREAS, on February 20, 2019, Defendants moved to dismiss nine of those claims under Court of Chancery Rule 12(b)(6) for failure to state a claim for relief;

WHEREAS, the parties stipulated to or did not oppose the dismissal of four of the nine claims (Counts VI, VIII, X, and XII) (the "Initial Dismissed Claims");

WHEREAS, on September 4, 2019, the Chancery Court heard oral argument on the partial motion to dismiss, granted the motion as to Count VII (the "Next Dismissed Claim"), and requested supplemental briefing, which the parties completed on October 4, 2019;

WHEREAS, on January 13, 2020, the Chancery Court granted the partial motion to dismiss Counts IV and V as to all Defendants (the "Following Dismissed Claims," and together with the Initial Dismissed Claims and the Next Dismissed Claim, the "Dismissed Claims"), and Count IX as to one Individual Defendant, as a result of which the remaining claims are under Counts I-III, IX, XI and XIII-XIV (the "Remaining Claims");

WHEREAS, the Parties now desire to resolve the Delaware Action, including the Remaining Claims, by mutual agreement on the terms more specifically set forth below.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Definitions: The following capitalized terms shall have the meanings specified in this Section 1. Other terms are defined in the text of this Agreement and those terms shall have the meanings respectively assigned to them.

"Business Day" means any day that is not (a) a Saturday, (b) a Sunday, or

"Delaware Court Order and Judgment" means the Final Judgment and Order of Dismissal to be rendered by the Chancery Court, substantially in the form attached hereto as Exhibit C.

"Derivative Claims" means those claims under Counts XI, XIII, and XIV of the Delaware Action.

"Direct Claims" means those claims under Counts I, II, III, and IX of the Delaware Action.

"Notice" means the Notice of Pendency of Derivative Action, Proposed Dismissal of Derivative Action, Dismissal Hearing and Right to Appear, substantially in the form attached hereto as Exhibit B.

"Person" means an individual, corporation, limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof and any business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees.

"Released Claims" means, collectively, the Released Derivative Claims and the Released Direct Claims.

"Released Derivative Claims" means any and all claims, debts, disputes, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, sums of money due, judgments, suits, amounts, matters, issues and charges of any kind or nature whatsoever (including, but not limited to, any claims for interest, attorneys' fees, expert or consulting fees and any other costs, expenses, amounts or liabilities whatsoever), whether based on United States federal, state, or local statutory or common law or any other law, rule, or regulation, whether foreign or domestic, at law or in equity, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, foreseen or unforeseen, suspected or unsuspected, apparent or unapparent, including both known claims and Unknown Claims (defined below), by, in favor of, or for the benefit of Twin River, whether directly for itself, derivatively on its behalf or otherwise by any Person standing or purporting to stand in its shoes, its affiliates, agents, insurers, employees, directors, officers (including the Individual Defendants), counsel and other representatives, in each case, whether present or former, that concern, are based on, arise out of or in any way relate to the allegations, transactions, facts, matters, events, disclosures, non-disclosures, statements, occurrences, representations, acts or omissions, or failures to act that have been or could have been alleged with respect to the Derivative Claims. The Released Derivative Claims shall not include any claims to enforce the terms of this Agreement.

"Released Direct Claims" means any and all claims, debts, disputes, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, sums of money due, judgments, suits, amounts, matters, issues and charges of any kind or nature whatsoever (including, but not limited to, any claims for interest, attorneys' fees, expert or consulting fees, and any other costs, expenses, amounts, or liabilities whatsoever), whether based on United States federal, state or local statutory or common law or any other law, rule, or regulation, whether foreign or domestic, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, suspected or unsuspected, apparent or unapparent, including both known claims and Unknown Claims (defined below), of Plaintiffs individually against Twin River, its affiliates, agents, insurers, employees, directors, officers (including the Individual Defendants), counsel, and other representatives, in each case, whether present or former, that concern, are based on, arise out of or in any way relate to the allegations, transactions, facts, matters, events, disclosures, non-disclosures, statements, occurrences, representations, acts or omissions, or failures to act that have been or could have been alleged with respect to the Direct Claims. The Released Direct Claims shall not include any claims to enforce the terms of this Agreement.

"Scheduling Order" shall mean an order of the Chancery Court in the form attached hereto as Exhibit A, which, among other things, (i) requires notice be provided to the Twin River Stockholders of the pendency of the Delaware Action, the dismissal of the Derivative Claims without prejudice, and of Twin River Stockholders' right to object,

provides Twin River Stockholders with the opportunity to object to the proposed
dismissal of the Derivative Claims without prejudice, (iii) schedules a hearing regarding final approval of the dismissal of the Derivative Claims without prejudice, and (iv) stays all further proceedings in the Delaware Action, except as may be necessary to implement this Agreement.

"Settlement" means the settlement set forth in this Agreement.

"Dismissal Hearing" means a hearing required under Rule 23.1 of the Rules of the Court of Chancery, at or after which the Delaware Court will review the fairness of the dismissal of the derivative claims and determine whether to issue the Delaware Court Order and Judgment.

"Twin River Stockholders" means all holders of record of Twin River common stock.

"Unknown Claims" means any Released Claims that a Person granting a release hereunder does not know or suspect exist in his, her, or its favor at the time of the release, including, without limitation, those which, if known, might have affected the decision to enter into or object to this Agreement.

Section 2. Settlement:

Settlement of Direct Claims. In consideration for the final settlement of the Direct Claims, within two Business Days after the receipt of the wiring instructions, Twin River shall pay Plaintiffs, (a) to reimburse partially the Plaintiffs' legal cost and expenses incurred in connection with the Direct Claims, and (b) in exchange for the valuable releases contained herein relating to the Direct Claims, the sum of $550,000 in cash
(the "Payment"), via wire transfer in immediately available funds, in accordance with wire instructions provided by Chatham in writing not later than the next business day after the Effective Date.
Dismissal of Derivative Claims. No payment, compensation, or other consideration shall be provided, directly or indirectly, to the Plaintiffs for the dismissal of the Derivative Claims with prejudice to Plaintiffs, their affiliates, and their affiliates' respective legal representatives, heirs, successors in interest, and assigns only, other than the mutual releases provided herein by the Parties.

Section 3. Mutual Release:

Release of Claims Against the Defendants. Effective upon the execution and delivery of this Agreement and Plaintiffs' receipt of the Payment, without further action, each Plaintiff, on behalf of itself and its affiliates and their respective legal representatives, heirs, successors in interest and assigns, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged: (i) shall be deemed to have, and shall have, fully, finally and forever settled, released, discharged, extinguished, and dismissed with prejudice the Released Direct Claims, and shall forever be barred and enjoined from initiating, instigating, commencing, maintaining or prosecuting any and all Released Direct Claims against any of Twin River or its affiliates, agents, insurers, employees, directors, officers (including the Individual Defendants), counsel, and other representatives, in each case, whether present or former, and shall forever be barred and enjoined from appealing or re-asserting any Dismissed Claim and asserting any claims that arise out of or in any way relate to the allegations, transactions, facts, matters, events, disclosures, non-disclosures, statements, occurrences, representations, acts or omissions, or failures to act that have been or could have been alleged with respect to the Dismissed Claims, provided, however, that the foregoing releases shall not affect any claims to enforce the terms of this Agreement, and (ii) agrees and covenants not to sue or otherwise pursue Twin River, its affiliates, agents, insurers, employees, directors, officers (including the Individual Defendants), counsel and other representatives, in each case, whether present or former, with respect to any and all of the Released Derivative Claims. Subject to the Delaware Court's entry of the Delaware Court Order and Judgment in the Derivative Action, the Released Derivative Claims shall be deemed to have, and shall have been, settled, released, discharged, and dismissed without prejudice, other than with respect to Plaintiffs and their respective legal representatives, heirs, successors in interest and assigns against whom the Released Derivative Claims shall be dismissed with prejudice and shall forever be barred and enjoined from initiating, instigating, commencing, maintaining or prosecuting any and all Released Derivative Claims against any of Twin River or its affiliates, agents,

insurers, employees, directors, officers (including the Individual Defendants), counsel, and other representatives, in each case, whether present or former, and shall forever be barred and enjoined from appealing or re-asserting any Dismissed Claim and asserting any claims that arise out of or in any way relate to the allegations, transactions, facts, matters, events, disclosures, non-disclosures, statements, occurrences, representations, acts or omissions, or failures to act that have been or could have been alleged with respect to the Dismissed Claims, provided, however, that the foregoing releases shall not affect any claims to enforce the terms of this Agreement.

Release of Claims Against the Plaintiffs. Effective upon the execution and delivery of this Agreement, without further action, each Defendant, on behalf of itself and its affiliates and their respective legal representatives, heirs, successors in interest, and assigns, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged: (i) shall be deemed to have, and shall have, fully, finally and forever settled, released, discharged, extinguished, and dismissed with prejudice any and all claims relating to the Released Claims against any of the Plaintiffs or their respective affiliates, agents, insurers, employees, directors, officers, in each case, whether present or former, and shall forever be barred and enjoined from initiating, instigating, commencing, maintaining, or prosecuting any and all claims relating to the Released Claims against any of the Plaintiffs or their respective affiliates, agents, insurers, employees, directors, officers, in each case, whether present or former; provided, however, that the foregoing releases shall not affect any claims to enforce the terms of this Agreement; and (ii) agrees and covenants not to sue or otherwise pursue any of the Plaintiffs, their respective affiliates, agents, insurers, employees, directors, officers, counsel and other representatives, in each case, whether present or former, with respect to any and all claims relating to the Released Claims.
Release of Unknown Claims. Effective upon the execution and delivery of this Agreement and Plaintiffs' receipt of the Payment, with respect to any and all Released Claims, the Plaintiffs agree that they shall have expressly waived, relinquished and released any and all provisions, rights and benefits conferred by or under California Civil Code § 1542 or any law or principle of common law of the United States or any state or territory of the United States which is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Parties acknowledge that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of the Parties to completely, fully, finally, and forever extinguish any and all Released Claims and any and claims relating the Released Claims known or unknown, suspected, or unsuspected, which now exist, heretofore existed or may hereafter

exist, and without regard to the subsequent discovery of additional or different facts. The Parties shall be deemed to have acknowledged, that this waiver and the inclusion of "Unknown Claims" in the definitions of "Released Direct Claims" and "Released Derivative Claims" was separately bargained for and was a material element of this Agreement and was relied upon by each and all of the Parties in entering into this Agreement.

Section 4. Dismissal With Prejudice of the Direct Claims: Within three Business Days after execution of this Agreement and the Plaintiffs' receipt of the Payment, the Parties shall file with the Chancery Court a stipulation of dismissal with prejudice as to the Direct Claims.

Section 5. Submission to the Delaware Court and Notice to Twin River Stockholders; Dismissal Without Prejudice of the Derivative Claims:

1. Promptly after execution of this Agreement and the Plaintiffs' receipt of the Payment, the Parties shall jointly request entry of the Scheduling Order
approving the form, content, and manner of notice to Twin River Stockholders of the pendency of the Delaware Action, the dismissal of the Derivative Claims without prejudice, and the Twin River Stockholders' right to object, (ii) establishing the procedure and schedule for the Delaware Court's consideration of the dismissal of the Derivative Claims without prejudice, and (iii) staying all further proceedings in the Delaware Action, except as may be necessary to implement this Agreement.
1. The Scheduling Order shall provide that Twin River shall post a copy of the Notice to Twin River's electronic data site (the "Data Site"), to which all Twin
  River Stockholders have access, and shall mail the Notice to each Twin River stockholder at its last known address appearing in Twin River's records as of the close of business on the record date that is the date this Agreement is submitted to the Chancery Court.
2. The Parties believe the content and manner of dissemination of the proposed Notice constitute adequate and reasonable notice to Twin River Stockholders pursuant to applicable law and due process.
3. Any and all costs and expenses related to providing the Notice shall be paid by Twin River regardless of whether the Chancery Court declines to approve the dismissal of the Derivative Claims without prejudice.
4. If the Delaware Court approves the dismissal of the Derivative Claims (including any modification to such dismissal made with the consent of the Parties as provided for herein), following the Dismissal Hearing the Parties shall jointly and promptly request that the Delaware Court enter the Delaware Court Order and Judgment in the Derivative Action.

Section 6. Cooperation: In addition to the actions specifically provided for in this Agreement, the Parties agree to fully cooperate with each other and use their respective commercially reasonable efforts from the date hereof to take, or cause to be taken, all

actions, and to do, or cause to be done, all things reasonably necessary, proper, or advisable under applicable laws, regulations, or agreements, to consummate and make effective this Agreement, on the terms and subject to the conditions hereof.

Section 7. Costs: Except as otherwise provided herein, each of the Parties shall bear his or its own costs in connection with this Agreement.

Section 8. Entire Agreement: Except as otherwise provided herein, this Agreement shall constitute the entire agreement among the Parties pertaining to the subject matter hereof and shall supersede all prior and contemporaneous agreements and understandings, whether written or oral, of the Parties in connection herewith. No covenant, representations, or condition not expressed in this Agreement shall be binding upon the Parties or affect any express provision of this Agreement.

Section 9. No Admissions: All Parties acknowledge and agree that the matters set forth in this Agreement constitute the settlement and compromise of disputed claims and that this Agreement shall not constitute the admission of any fact or liability by any of them regarding any claim, including, but not limited to, the claims released hereunder, and neither the terms hereof, nor the fact of this Agreement itself, shall be evidence of any kind in any proceeding, other than a proceeding to enforce the terms of this Agreement or any instrument executed in connection herewith or any claim for damages or other relief for breach of any representation or warranty contained herein or in any instrument executed in connection herewith.

Section 10. Governing Law: The Parties acknowledge that this Agreement shall be deemed made and entered into in the State of Delaware and shall be governed by the laws of the State of Delaware (substantive and procedural), without regard to the conflict of laws provisions thereof that would result in the application of the law of another jurisdiction.

Section 11. Jurisdiction/Venue/Waiver of Jury Trial: The Parties hereby irrevocably submit to the exclusive jurisdiction and venue of the Delaware Court of Chancery with respect to all legal proceedings arising out of or related to this Agreement or the subject matter hereof, or if the Delaware Court of Chancery lacks subject matter jurisdiction, the Delaware Superior Court, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of such courts with regard to any such action or proceeding arising out of or related to this Agreement or the subject matter hereof. Each Party further agrees not to seek to remove any such action or proceeding to federal court. The Parties further agree to irrevocably and unconditionally waive any right any such Party may have to a trial by jury with respect to all legal proceedings arising out of or related to this Agreement or the subject matter hereof.

Section 12. Counterparts: This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 13. Headings: Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 14. Advice of Counsel; No Reliance: Each of the Parties represents and warrants that it has obtained the advice of counsel before entering into this Agreement and is not relying upon any other Party concerning this Agreement or any aspect of the transactions contemplated herein. Each of the Parties represents and warrants that it has not relied upon, and is not relying upon, any statement, advice, counsel, disclosure, or representations of any other Party or such other Party's counsel other than as expressly set forth in this Agreement.

Section 15. Authorization/No Assignment of Claims: Each Party represents and warrants that such Party has full right, power, and authority to execute this Agreement and to perform the promises made hereunder, and that the person executing this Agreement on behalf of such Party is authorized to bind such Party.

Section 16. Amendments, Waivers, Modifications: No amendment, modification, or waiver of any of the provisions of this Agreement shall be effective unless the same shall be in writing and signed by the Party or Parties against whom it is to be enforced, and then such amendment, modification or waiver shall be effective only in the specific instance and for the specific purpose for which it is given. The failure of any Party to enforce any provision of this Agreement in the event of a breach shall not constitute a waiver of the breach or a waiver of any remedy available to the non-breaching Parties.

Section 17. Construction of Agreement: This Agreement shall not be construed more strictly against one Party on the grounds that it, or any part of it, may have been prepared by one Party or another, it being recognized that this Agreement is the result of arm's length negotiations between the Parties and all Parties have contributed substantially and materially to the preparation of this Agreement.

Section 18. Severability: If any term, provisions, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions completed hereby is not affected in any manner materially adverse to any party. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 19. Notices: Any notice or correspondence under this Agreement shall be sent by a nationally recognized overnight courier to the Parties' designated recipients at the addresses set out below or such other addresses or recipients designated by a Party by written notice from time to time:

Notices to the Defendants shall be sent to the attention of:

Twin River Worldwide Holdings, Inc.

100 Westminster Street

Providence, RI 02891

Attn: Craig Eaton, Executive Vice President, General Counsel

With a copy to:

John M. Majoras

Jones Day

51 Louisiana Ave., NW

Washington, DC 20001

and

Kenneth Nachbar

Morris Nichols Arsht & Tunell

1201 North Market Street, 16th Floor

P.O. Box 1347

Wilmington, DE 19899-1347

Notices to the Plaintiffs shall be sent to the attention of:

Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, NJ 07928

Attn: Jim Ruggerio

With a copy to:

James Tecce

Quinn Emanuel Urquhart & Sullivan, LLP

51 Madison Avenue, 22nd Floor

New York, NY 10010

Section 20. Signatures: A signature exchanged by facsimile or by electronic means shall have the same effect as an original signature.

Section 21. Binding Effect: This Agreement shall be binding on the Parties and their respective heirs, successors, and assigns.

Remainder of Page Left Intentionally Blank

TWIN RIVER WORLDWIDE HOLDINGS, INC.

By:

Name:

Title:

GEORGE PAPANIER

By:

JOHN E. TAYLOR, JR.

By:

SOO KIM

By:

STEPHEN H. CAPP

By:

CRAIG L. EATON

By:

GLENN CARLIN

By:

08940-00007/11366116.6 [Signature Page to Settlement Agreement and Mutual Release]

TWIN RIVER WORLDWIDE HOLDINGS, INC.

By:

Name:

Title:

GEORGE PAPANIER

By:

JOHN E. TAYLOR, JR.

By:

SOO KIM

By:

STEPHEN H. CAPP

By:

CRAIG L. EATON

By:

GLENN CARLIN

By:

08940-00007/11366116.6 [Signature Page to Settlement Agreement and Mutual Release]

TWIN RIVER WORLDWIDE HOLDINGS, INC.

By:

Name:

Title:

GEORGE PAPANIER

By:

JOHN E. TAYLOR, JR.

By:

SOO KIM

By:

STEPHEN H. CAPP

By:

CRAIG L. EATON

By:

GLENN CARLIN

By:

08940-00007/11366116.6 [Signature Page to Settlement Agreement and Mutual Release]

TWIN RIVER WORLDWIDE HOLDINGS, INC.

By:

Name:

Title:

GEORGE PAPANIER

By:

JOHN E. TAYLOR, JR.

By:

SOO KIM

By:

STEPHEN H. CAPP

By:

CRAIG L. EATON

By:

GLENN CARLIN

By:

08940-00007/11366116.6 [Signature Page to Settlement Agreement and Mutual Release]

EXHIBIT A

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CHATHAM ASSET MANAGEMENT, )
LLC, CHATHAM FUND, LP, and	)
CHATHAM ASSET HIGH YIELD	)
MASTER FUND, LTD.,	)
individually and derivatively on behalf ) )
of TWIN RIVER WORLDWIDE	)
HOLDINGS, INC.,	)
	)
Plaintiff,	)
	)
v.	)
	)
GEORGE PAPANIER, JOHN E.	)
TAYLOR, JR., SOO KIM, STEPHEN	)
H. CAPP, CRAIG L. EATON, GLENN )	C.A. No. 2017-0088-AGB
CARLIN, PHIL JULIANO, and JAY	)

MINAS, )	)
	)
	)
Defendants,	)
	)
	)
and	)
	)
	)
TWIN RIVER WORLDWIDE	)
HOLDINGS, INC.,	)
	)
	)

Nominal Defendant. )

SCHEDULING ORDER

WHEREAS, a stockholder direct and derivative action is pending in this Court

entitled Chatham Asset Management LLC, et al. v. Papanier, et al., C.A. No. 2017-

0088-(AGB) (Delaware Chancery Court) (the "Delaware Action");

WHEREAS, Twin River Worldwide Holdings, Inc. ("Twin River"), George Papanier, John E. Taylor, Jr., Soo Kim, Stephen H. Capp, Craig L. Eaton, Glenn Carlin, Phil Juliano, and Jay Minas (collectively, the "Individual Defendants" and together with Twin River, the "Defendants"), Chatham Asset Management, LLC, Chatham Fund, LP, and Chatham Asset High Yield Master Fund, Ltd. (collectively, "Plaintiffs" and, together with all of the foregoing, the "Parties") have agreed to a settlement of the Delaware Action, subject to Court approval, including (i) a settlement and dismissal with prejudice of all direct claims, and (ii) a dismissal of all derivative claims with prejudice to the Plaintiffs and without prejudice as to the common stockholders of Twin River other than the Plaintiffs, on the terms and conditions set forth in the Settlement Agreement and Mutual Release, dated as of April 20, 2020 (the "Settlement Agreement");

WHEREAS, Plaintiffs Chatham Fund, LP and Chatham Asset High Yield Master Fund, Ltd. hold common stock of Twin River. The investment advisor of these entities is plaintiff Chatham Asset Management, LLC. The Individual Defendants are, or at the relevant time, were, directors and/or officers of Twin River; WHEREAS, all capitalized terms contained herein have the same meanings set forth in the Settlement Agreement (in addition to those capitalized terms defined

herein);

WHEREAS, Plaintiffs, Twin River, and the Individual Defendants have made an application, pursuant to Court of Chancery Rule 23.1, for entry of a scheduling order, in accordance with the Settlement Agreement (i) scheduling a hearing to consider approving the dismissal of the Derivative Claims with prejudice as to the Plaintiffs and without prejudice as to the Twin River Stockholders other than the Plaintiffs, pursuant to the Settlement Agreement (the "Dismissal Hearing");

approving the form, content and manner of notice to Twin River Stockholders of the pendency of the Delaware Action, the dismissal of the Derivative Claims, and of their right to object; and (iii) staying all further proceedings in the Delaware Action except as may be necessary to implement the dismissal on the terms and conditions provided for in the Settlement Agreement; and
WHEREAS, this Court having read and considered the Settlement Agreement and the exhibits attached thereto, the Settlement Agreement being sufficient to warrant notice to Twin River Stockholders and all Parties having consented to the entry of this Order.
NOW THEREFORE, IT IS HEREBY ORDERED, this __ day of _________, 2020, as follows:
1. Definitions: Unless otherwise defined herein, the capitalized terms used herein have the same meanings as they have in the Settlement Agreement.

2. Dismissal Hearing: The Dismissal Hearing will be held before this Court on _____________ __, 2020 at __:__ _.m. at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19810, for the following purposes:

to determine whether Plaintiffs and their counsel have adequately represented the interests of Twin River and its stockholders;
to determine whether the proposed dismissal of the Derivative Claims on the terms and conditions provided for in the Settlement Agreement is fair, reasonable, and adequate to the Plaintiffs, Twin River and Twin River's

stockholders, and should be approved by this Court;

to determine whether a Final Judgment and Order of Dismissal Without Prejudice substantially in the form attached as Exhibit C to the Settlement Agreement should be entered;
to hear and consider any objections to the dismissal of the Derivative Claims; and
to consider any other matters that may properly be brought before this Court in connection with the dismissal of the Derivative Claims.

3. Notice of the dismissal of the Derivative Claims and the Dismissal Hearing will be given to Twin River Stockholders as set forth in paragraph 5 of this Order.

The Court may adjourn the Dismissal Hearing or modify any other dates set forth herein without further notice to Twin River Stockholders, and it may approve the dismissal of the Derivative Claims with such modifications as the Parties may agree to without further notice to Twin River Stockholders.
Manner of Giving Notice: Notice of the dismissal of the Derivative

Claims and the Dismissal Hearing will be given by Twin River as follows:

Twin River will post a copy of the Notice to Twin River's

electronic data site, to which all Twin River Stockholders have access (the "Data Site");

Twin River will mail the Notice to each Twin River stockholder

of record at its last known address appearing in Twin River's records as of the close of business on the record date that is the date the Settlement Agreement was submitted to the Court;

Twin River will mail make copies of the Notice available to each stockholder of record who requests copies for distribution to beneficial stockholders of Twin River; and
at least 5 calendar days prior to the Dismissal Hearing, Twin

River will serve on Plaintiffs' counsel and file with this Court proof, by affidavit or declaration, of compliance with paragraphs 5(a) - (c) hereof.

6. Approval of Form and Content of Notice: The Court (a) approves, as to form and content, the Notice, attached to the Settlement Agreement as

Exhibit B and (b) finds that mailing and publication of the Notice in the manner and form set forth in paragraph 5 of this Order: (i) constitutes notice that is reasonably calculated, under the circumstances, to apprise stockholders of Twin River of the pendency of the Delaware Action, of the effect of the proposed dismissal of the Derivative Claims, their right to object to the dismissal of those claims and their right to appear at the Dismissal Hearing, (ii) constitutes due, adequate and sufficient notice to all persons and entities entitled to receive notice of the proposed dismissal of the Derivative Claims, and (iii) satisfies the requirements of Court of Chancery Rule 23.1, the United States Constitution (including the Due Process Clause) and all other applicable law and rules. The date and time of the Dismissal Hearing will be included in the Notice before it is mailed and published.

7. Appearance and Objections at Dismissal Hearing: Any person or entity who or which holds shares of Twin River common stock as of the close of business on the date of this Order and continues to hold such shares as of the date of the Dismissal Hearing may enter an appearance in the Delaware Action, at his, her or its own expense, individually or through counsel of his, her or its own choice, by filing with the Register in Chancery and delivering a notice of appearance to representative counsel for the Parties, at the addresses below in ¶8, such that it is received no later than 15 calendar days prior to the Dismissal Hearing, or as this Court may otherwise direct.

8. Any person or entity who or which holds shares of Twin River common stock as of the close of business on the date of this Order and continues to hold such shares as of the date of the Dismissal Hearing may file a written objection to the proposed dismissal of the Derivative Claims and appear and show cause, if he, she or it has any cause, why the proposed dismissal of the Derivative Claims should not be approved; provided, however, that, unless otherwise directed by this Court for good cause shown, no such person or entity will be heard or entitled to contest the approval of the terms and conditions of the proposed dismissal of the Derivative Claims unless that person or entity has filed a written objection with the Register in Chancery and served copies of such objection on representative counsel for Plaintiffs, Twin River and the Individual Defendants at the addresses set forth below such that they are received no later than 15 calendar days prior to the Dismissal Hearing.

The Court:	For Twin River and Individual
Register in Chancery	Defendants:

Court of Chancery Courthouse	John M. Majoras
34 The Circle	Jones Day
Georgetown, Delaware 19947	51 Louisiana Ave., NW
	Washington, DC 20001
For Plaintiffs:	and
James Tecce	Kenneth Nachbar
Morris Nichols Arsht & Tunnell
Quinn Emanuel Urquhart & Sullivan, LLP
LLP
51 Madison Avenue, 22nd Floor

New York, New York 10010
7

1201 North Market Street, 16th Floor

Wilmington, DE 19801

and

Kurt M. Heyman (#3054)

300 Delaware Ave., Suite 200

Wilmington, Delaware 19801

9. Any objections, filings and other submissions must: (a) state the name, address and telephone number of the objector and must be signed by the objector,
contain a statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the objector wishes to bring

to this Court's attention, and if the objector has indicated that he, she or it intends to appear at the Dismissal Hearing, the identity of any witnesses the objector may call to testify and any exhibits the objector intends to introduce into evidence at the hearing, and (c) include documentation sufficient to prove that the objector held shares of Twin River common stock as of the close of business on the date of this Order and continues to hold such shares.

10. Unless this Court orders otherwise, any person or entity who or which does not make his, her or its objection in the manner provided herein will be deemed to have waived his, her or its right to object to any aspect of the proposed dismissal of the Derivative Claims and will be forever barred and foreclosed from objecting to the fairness, reasonableness or adequacy of the dismissal of the Derivative Claims, or from otherwise being heard concerning the dismissal of the Derivative Claims in this or any other proceeding.

Stay and Temporary Injunction: Until otherwise ordered by this Court, the Court stays all proceedings in the Delaware Action other than proceedings necessary to carry out or enforce the terms and conditions of the Settlement Agreement. Pending final determination of whether the dismissal of the Derivative Claims should be approved, this Court bars and enjoins Plaintiffs from commencing, instituting or prosecuting any of the Released Derivative Claims against Twin River or any of the Individual Defendants.
Notice and Administration Costs: Any and all costs and expenses related to providing Notice will be paid by Twin River regardless of whether this Court declines to approve the dismissal of the Derivative Claims or the dismissal of the Derivative Claims is not consummated for any other reason. In no event will the

Individual Defendants, Plaintiffs, or Plaintiffs' counsel be responsible for such notice costs.

13. Termination of Dismissal of Derivative Claims: If the dismissal of the Derivative Claims is not approved by this Court: (a) the Parties will be restored to their respective positions, if any, in the Delaware Action with respect to the Derivative Claim as of the date before the Settlement Agreement was fully executed;
any Settlement Agreement documents related to the Derivative Claims will be null and void, of no force and effect, and nothing herein will be deemed to prejudice the position of any of the Parties with respect to the Derivative Claims, and neither

the existence of the Settlement Agreement nor the fact of its existence nor any of its terms will be admissible in evidence or will be referred to for any purpose in the Delaware Action with respect to the Derivative Claims; and (c) nothing in this Order will affect the settlement of the Direct Claims or obligations of the Parties with respect thereto on the terms and conditions set forth in the Settlement Agreement.

Use of this Order: Neither the Settlement Agreement, nor any negotiations, statements or proceedings in connection therewith, nor any of its terms or provisions, nor entry of the Chancery Court Order and Judgment, nor any document or exhibit referred to in or attached to the Settlement Agreement, nor any action taken to carry out the Settlement Agreement, may be: (a) construed as, or may be used as evidence of, the validity of any of the Released Claims or an admission, concession or presumption by or against the Individual Defendants or Twin River of any fault, wrongdoing or concession of liability or damage whatsoever or any infirmity in the defenses any of them could assert or (b) offered or admitted in evidence or referred to, interpreted, construed, invoked or otherwise used by any Person for any purpose in the Delaware Action or any other action or judicial proceeding, except as may be necessary to effectuate the dismissal of the Derivative Claims.
Supporting Papers: Plaintiffs must file and serve the opening papers in support of the proposed dismissal of the Derivative Claims no later than 30

calendar days prior to the Dismissal Hearing; opposition papers, if any, will be filed and served no later than 15 calendar days prior to the Dismissal Hearing; and reply papers, if any, must be filed and served no later than five calendar days prior to the Dismissal Hearing.

16. Retention of Jurisdiction: This Court retains jurisdiction to consider all further applications arising out of or connected with the Settlement Agreement.

IT IS SO ORDERED.

Andre G. Bouchard

Chancellor, Chancery Court of Chancery

Date: __________ __, 2020

EXHIBIT B

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CHATHAM ASSET MANAGEMENT, )
LLC, CHATHAM FUND, LP, and	)
CHATHAM ASSET HIGH YIELD	)
MASTER FUND, LTD.,	)
individually and derivatively on behalf ) )
of TWIN RIVER WORLDWIDE	)
HOLDINGS, INC.,	)
	)
Plaintiff,	)
	)
v.	)
	)
GEORGE PAPANIER, JOHN E.	)
TAYLOR, JR., SOO KIM, STEPHEN	)
H. CAPP, CRAIG L. EATON, GLENN )	C.A. No. 2017-0088-AGB
CARLIN, PHIL JULIANO, and JAY	)

MINAS,	)
	)
	)
Defendants,	)
	)
	)
and	)
	)
	)
TWIN RIVER WORLDWIDE	)
HOLDINGS, INC.,	)
	)
	)

Nominal Defendant. )

NOTICE OF PENDENCY OF DELAWARE ACTION, PROPOSED

DISMISSAL OF DERIVATIVE CLAIMS,

DISMISSAL HEARING AND RIGHT TO APPEAR

The Delaware Court of Chancery authorized this Notice. This is not a solicitation from a lawyer.

TO: All holders of common stock of Twin River Worldwide Holdings, Inc. ("Twin River" or the "Company") as of the close of business on ________ __, 2020

[date the Settlement Agreement is submitted to the Chancery Court] ("Twin River Stockholders").1

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.

YOUR RIGHTS MAY BE AFFECTED BY THIS LITIGATION.

This Notice relates to a proposed settlement of the above-captioned stockholder direct and derivative action (the "Delaware Action") pending in the Court of Chancery of the State of Delaware (the "Chancery Court"), including the dismissal of certain claims asserted derivatively on behalf of the Company (the "Derivative Claims").

If the Chancery Court approves the dismissal of the Derivative Claims asserted against the Individual Defendants in the Delaware Action, those claims will be dismissed without prejudice as to all common stockholders of Twin River other than Plaintiffs. With respect to Plaintiffs, and only Plaintiffs, the Derivative Claims will be dismissed with prejudice. This means that the common stockholders of Twin River, other than Plaintiffs, will not be barred from pursuing the Derivative Claims of their own accord if they chose to do so. A description of the terms of the dismissal of the Derivative Claims is set forth in paragraphs [14-17] below.

1 All capitalized terms used in this Notice that are not otherwise defined herein have the same meanings set forth in the Settlement Agreement and Release, dated ______________ __, 2020 (the "Settlement Agreement"), among Twin River Worldwide Holdings, Inc. ("Twin River"), George Papanier, John E. Taylor, Jr., Soo Kim, Stephen H. Capp, Craig L. Eaton, Glenn Carlin, Phil

Juliano, and Jay Minas (collectively, the "Individual Defendants" and, together with Twin River, the "Defendants"), Chatham Asset Management,

LLC, Chatham Fund, LP, and Chatham Asset High Yield Master Fund, Ltd.

(collectively, "Plaintiffs" and, together with all of the foregoing, the "Parties").

Plaintiffs Chatham Fund, LP and Chatham Asset High Yield Master Fund, Ltd. hold Twin River common stock. The investment advisor of these entities is plaintiff Chatham Asset Management, LLC. The Individual Defendants are current or former directors and/or officers of Twin River. A copy of the

Settlement Agreement is available for review on Twin River's Data Site.

PLEASE NOTE: THERE IS NO PROOF OF CLAIM OR OTHER FORM FOR TWIN RIVER STOCKHOLDERS TO SUBMIT IN CONNECTION WITH THIS DISMISSAL OF THE DERIVATIVE CLAIMS, AND TWIN RIVER STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS NOTICE.

WHAT IS THE PURPOSE OF THIS NOTICE?

1. The Purpose of this Notice is to inform Twin River Stockholders about:
the pendency of the Delaware Action, (b) the proposed dismissal of the Derivative Claims without prejudice to Twin River Stockholders except Plaintiffs, subject to Chancery Court approval, on the terms and conditions set forth in the Settlement Agreement, (c) Twin River Stockholders' rights with respect to the proposed dismissal of the Derivative Claims, and (d) the hearing that the Chancery Court will hold on ___________ __, 2020, at __:__ _.m., at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, at which the Chancery Court will, among other things: (i) determine whether Plaintiffs and
Plaintiffs' counsel have adequately represented the interests of Twin River and its stockholders, (ii) determine whether the proposed dismissal of the Derivative Claims on the terms and conditions provided for in the Settlement Agreement is fair, reasonable and adequate to Plaintiffs, Twin River, and Twin River's Stockholders, and should be approved by the Chancery Court, (iii) determine whether to enter the Judgment (defined in paragraph 20 below) pursuant to the Settlement Agreement should be entered, (iv) hear and consider any objections to the dismissal of the Derivative Claims, and (vi) consider any other matters as the Chancery Court deems appropriate.

WHAT IS THIS CASE ABOUT?

THE FOLLOWING DESCRIPTION OF THIS CASE HAS BEEN PREPARED BY COUNSEL FOR THE PARTIES. THE CHANCERY COURT HAS MADE NO FINDINGS WITH RESPECT TO SUCH MATTERS, AND THIS NOTICE IS NOT AN EXPRESSION OR STATEMENT BY THE CHANCERY COURT OF ANY FINDINGS OF FACT.

2. Twin River is a Delaware corporation with its principal place of business in Lincoln, Rhode Island. Through its subsidiaries, Twin River conducts casino and other operations in Rhode Island, Delaware, Mississippi and Colorado.

On November 15, 2016, Twin River announced a tender offer to purchase up to 250,000 shares of its common stock (the "Tender Offer"). Twin
River sent its stockholders an Offer to Purchase describing the background and terms and conditions of the Tender Offer. The Tender Offer expired on December 15, 2016.
Plaintiffs Chatham Fund, LP and Chatham Asset High Yield Master Fund, Ltd. hold common stock of Twin River. The investment advisor of these entities is plaintiff Chatham Asset Management, LLC. This notice refers to these three entities together as "Plaintiffs." Before the Tender Offer, Chatham owned roughly 15% of Twin River's stock, which was its regulatory limit.
On February 6, 2017, Plaintiffs commenced an action in the Chancery
Court for the State of Delaware (the "Chancery Court") against the Individual
Defendants, captioned Chatham Asset Management LLC, et al. v. Papanier, et al., C.A. No. 2017-0088-(AGB) (Delaware Chancery Court), asserting claims in connection with the Tender Offer (the "Delaware Action"). On January 9, 2019
Plaintiffs, on behalf of themselves and purportedly on behalf of Twin River, filed the Verified Second Amended Complaint [Transaction ID 63211051] (the
"Complaint"), asserting direct and derivative claims.
Plaintiffs alleged in the Complaint that certain statements in the Tender
Offer documents were materially false and misleading in violation of the Defendants' fiduciary duties.
Defendants deny Plaintiffs' allegations. On February 20, 2019,
Defendants moved to dismiss nine of the fourteen claims asserted in the Complaint under Court of Chancery Rule 12(b)(6) for failure to state a claim for relief.
On September 4, 2019, the Chancery Court heard oral argument on the partial motion to dismiss. By that time, the parties had stipulated to or did not oppose the dismissal of four of the nine claims (Counts VI, VIII, X, and XII). At the conclusion of oral argument, the Chancery Court denied the motion to dismiss as to Count III, granted the motion as to Count VII, and requested supplemental briefing, which the Parties completed on October 4, 2019.
On January 13, 2020, the Chancery Court entered an order, granting the partial motion to dismiss Counts IV and V as to all Defendants and Count IX as to one Defendant, as a result of which the remaining claims are under Counts I III, IX, XI, and XIII - XIV of the Complaint.

Counts I-III asserted direct claims generally alleging that certain statements in the Tender Offer were misleading or incomplete. Count IX asserted a direct claim against the Individual Defendants, except Glenn Carlin, for allegedly making decisions with respect to the form, size, and price of the Tender Offer to benefit their own personal interests rather than those of the stockholders generally, and allegedly granting preferential treatment to one stockholder to the detriment of others by ensuring that the stockholder would not be deemed by regulators to have violated its maximum investment threshold solely as a result of not tendering shares in the Tender Offer. Plaintiffs have dismissed all of the remaining direct claims pursuant to the Settlement Agreement.
The other surviving counts are Derivative Claims, which are the subject of the dismissal. Specifically, Count XI is a derivative claim against the Director Defendants and the Officer Defendants based on the decision to pay themselves (other than Defendant Kim) and defendants Juliano and Minas $3.8 million under certain agreements (CVR Make-Whole Agreements). Count XIII is a derivative claim against the Individual Defendants (other than Defendants Kim, Juliano, and Minas) based on the approval of allegedly excessive compensation payments to themselves and defendants Juliano and Minas. Specifically, Count XIII alleges that the parties to that count, as directors of Twin River, caused Twin River to make $3.8 million of payments under certain agreements (CVR Make- Whole Agreements) when defendants allegedly knew that the payment obligation under those agreement had not been triggered and that no payments were due under those agreements. Count XIV is a derivative claim against Defendants Juliano and Minas for unjust enrichment as a result of the payments referenced in Count XIII.
Defendants deny all of the foregoing allegations and vigorously oppose them in this case.
Following negotiations, on April 20, 2020, the Parties entered into the Settlement Agreement to resolve all of the claims asserted by Plaintiffs in the Delaware Action.

WHAT ARE THE TERMS OF THE DISMISSAL?

14. The terms of the proposed dismissal of the Derivative Claims are contained in the Settlement Agreement. The Settlement Agreement has been filed

with the Chancery Court and is also available for viewing on Twin River's Data Site. The following is only a summary of its terms.

Pursuant to the Settlement Agreement, Plaintiffs have released the direct claims asserted against Twin River and the Individual Defendants in the Delaware Action and the direct claims will be dismissed with prejudice.
Pursuant to the Settlement Agreement, Plaintiffs agreed to dismiss and release all of their direct claims, and (subject to Court approval), to dismiss the Derivative Claims with prejudice to Plaintiffs only. If the Chancery Court approves the dismissal of the Derivative Claims, the Derivative Claims asserted against Twin River and the Individual Defendants in the Delaware Action will be dismissed without prejudice as to stockholders of Twin River other than Plaintiffs. With respect to Plaintiffs, and only Plaintiffs, the Derivative Claims will be dismissed with prejudice. This means that the stockholders of Twin River, other than Plaintiffs, will not be barred by the dismissal of the Derivative Claims from pursuing the Derivative Claims.
In consideration for the settlement of the Direct Claims, Twin River paid Plaintiffs $550,000 as a partial reimbursement of Plaintiffs' legal fees incurred in connection with the Delaware Action and in exchange for the release of the direct claims by Plaintiffs.

WHAT ARE THE PARTIES' REASONS FOR THE SETTLEMENT AND

THE DISMISSAL OF THE DERIVATIVE CLAIMS?

18. Twin River and the Individual Defendants deny that they have breached any law or duty owed to or caused any damage to Plaintiffs, Twin River or its stockholders, either in connection with the Tender Offer or otherwise. The Individual Defendants contend that all of the Defendants' actions were taken after receiving advice from independent counsel and, they believe, careful deliberation. Nonetheless, without admitting or conceding the validity of any allegations made in the Delaware Action, or any liability, injury or damages with respect thereto, all of which are denied by each of them, Twin River and the Individual Defendants concluded that it is desirable that the claims in this case be settled on the terms reflected in this Settlement Agreement. Twin River will incur substantial additional costs if the litigation continues both directly and under indemnity provisions in place for the Individual Defendants. Therefore, Twin River and the Individual Defendants are entering into the Settlement Agreement because this litigation has continued for more than three years and the settlement will end inherent uncertainty and distraction. Further, Twin River and the Individual Defendants acknowledge that the terms of

the Settlement Agreement, including dismissal of the Derivative Claims, are fair, reasonable, adequate and in the best interests of the Twin River and its stockholders.

19. While Plaintiffs believe the claims asserted in the Delaware Action have merit, as stated above, Defendants disagree and oppose these claims. However, Plaintiffs and its counsel recognize and acknowledge the significant risk and expense associated with continuing to litigate this complex, potentially lengthy matter against the Individual Defendants through trial and, possibly, through appeal. Plaintiffs are also mindful of the burden of proof hurdles and the various defenses available to the Individual Defendants under applicable Delaware law and in light of the particular facts now known, and the substantial costs of pursuing this action through trial (and a possible appeal). Plaintiffs and their counsel believe that a settlement at this time eliminates these substantial litigation risks (including the risk of no recovery or other benefit for Twin River) and additional expense. Following a thorough investigation, analysis and evaluation of the relevant facts, allegations, defenses, controlling legal principles and litigation risks intrinsic to stockholder actions of this kind generally as well as present in this Delaware Action specifically, and the costs of pursuing the Delaware Action through trial, Plaintiffs and its counsel have determined that terms of the Settlement Agreement, including the dismissal of the Derivative Claims, are fair, reasonable, and adequate. Based on that evaluation, Plaintiffs determined that the Settlement is in the best interests of Twin River and its stockholders and has agreed resolve the Delaware Action on the terms and subject to the conditions set forth in the Settlement Agreement.

WHAT CLAIMS WILL THE DISMISSAL OF THE DERIVATIVE CLAIMS

RELEASE?

If the Chancery Court approves dismissal of the Derivative Claims, it will enter a final order and judgment (the "Judgment"). Pursuant to the Judgment, the Derivative Claims in the Delaware Action will be dismissed (a) with prejudice as to each of the Plaintiffs but (b) without prejudice to the common stockholders of
Twin River other than the Plaintiffs. The Plaintiffs' other claims will also be dismissed with prejudice.
Pending final determination by the Chancery Court of whether the dismissal of the Derivative Claims should be approved, all proceedings in the Delaware Action other than proceedings necessary to carry out or enforce the terms and conditions of the Settlement Agreement, have been stayed. By order of the Chancery Court, pending final determination of whether the dismissal of the Derivative Claims should be approved, Plaintiffs are barred and enjoined from

commencing, instituting, or prosecuting any of the Released Claims against any of the Individual Defendants.

HOW WILL PLAINTIFF'S COUNSEL BE PAID?

22. Plaintiffs' counsel does not seek any award of attorneys' fees in connection with the Delaware Action. Under the settlement of the Direct Claims, Plaintiffs received a payment of $550,000 that was a partial reimbursement of the legal fees and expenses they incurred in connection with litigating the Direct Claims and was in exchange for the Plaintiffs' release of the Released Direct Claims.

WHEN AND WHERE WILL THE DISMISSAL HEARING BE HELD? DO I HAVE THE RIGHT TO APPEAR AT THE DISMISSAL HEARING?

The Dismissal Hearing will be held before the Honorable Andre G Bouchard, Chancellor, Chancery Court of Chancery, on ____________ __, 2020, at __:__ _.m. at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. At the Dismissal Hearing, the Chancery Court will, among other things: (a) determine whether Plaintiffs and Plaintiffs' counsel have adequately represented the interests of Twin River and its stockholders, (b) determine whether the proposed dismissal of the Derivative Claims on the terms and conditions provided for in the Settlement Agreement is fair, reasonable and adequate to Plaintiffs, Twin River and Twin River's stockholders, and should be approved by the Chancery Court, (c) determine whether the Judgment (as defined in paragraph 20 above), should be entered dismissing the Derivative Claims in the Delaware Action without prejudice as to all common stockholders of Twin River, other than Plaintiffs, pursuant to the Settlement Agreement, (d) hear and consider any objections to the dismissal of the Derivative Claims, and (e) consider any such other matters as the Chancery Court deems appropriate.
Any person or entity who or which held shares of Twin River common stock as of the close of business on April __, 2020 [the date of the filing of the settlement papers with the Court] and continues to hold such shares as of the date of the Dismissal Hearing may object to the proposed dismissal of the Derivative Claims. Objections must be in writing and must be filed, together with copies of all other papers and briefs supporting the objection, with the Register in Chancery at the address set forth below no later than 15 calendar days prior to the Dismissal Hearing. Objections and all supporting papers must also be served on representative counsel for Plaintiffs, Twin River and the Individual Defendants (by hand or overnight delivery) at the addresses set forth below so that the papers are received no later than 15 calendar days prior to the Dismissal Hearing.

The Court:	For Twin River and Individual
Register in Chancery	Defendants:

Court of Chancery Courthouse	John M. Majoras
34 The Circle	Jones Day
Georgetown, Delaware 19947	51 Louisiana Ave., NW
	Washington, DC 20001
For Plaintiffs:	and
James Tecce	Kenneth Nachbar
Morris Nichols Arsht & Tunnell
Quinn Emanuel Urquhart & Sullivan, LLP
LLP
51 Madison Avenue, 22nd Floor
1201 North Market Street, 16th
New York, New York 10010
Floor

and	Wilmington, DE 19801

Kurt M. Heyman (#3054)
300 Delaware Ave., Suite 200
Wilmington, Delaware 19801

1. Any objections, filings, and other submissions must: (a) state the name, address, and telephone number of the objector and must be signed by the objector,
contain a statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the objector wishes to bring to the Chancery Court's attention, and if the objector has indicated that he, she or it intends to appear at the Dismissal Hearing, the identity of any witnesses the objector may call to testify and any exhibits the objector intends to introduce into evidence at the hearing, and (c) include documentation sufficient to prove that the objector held shares of Twin River common stock as of the close of business on ______ __, 2020 [the date of the submission of the settlement papers to the Court] and continues to hold such shares.
1. You may file a written objection without having to appear at the Dismissal Hearing. You may not, however, appear at the Dismissal Hearing to present your objection unless you first filed and served a written objection in

accordance with the procedures described above, unless the Chancery Court orders otherwise.

If you wish to be heard orally at the hearing in opposition to the approval of the dismissal of the Derivative Claims, and if you file and serve a timely written objection as described above, you must also file a notice of appearance with the Register in Chancery and serve it on representative counsel for Plaintiffs, Twin River, and the Individual Defendants at the addresses set forth in paragraph 24 above so that it is received no later than 15 calendar days prior to the Dismissal Hearing. Persons who intend to object and desire to present evidence at the Dismissal Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Chancery Court.
You are not required to hire an attorney to represent you in making written objections or in appearing at the Dismissal Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Chancery Court and serve it on representative counsel for Plaintiffs, Twin River and the Individual Defendants at the addresses set forth in paragraph 24 above so that the notice is received no later than 15 calendar days prior to the Dismissal Hearing.
The Dismissal Hearing may be adjourned by the Chancery Court without further written notice to Twin River Stockholders. If you intend to attend the Dismissal Hearing, you should confirm the date and time with Plaintiffs' counsel.
Unless the Chancery Court orders otherwise, any person or entity who or which does not make his, her or its objection in the manner provided herein will be deemed to have waived his, her or its right to object to any aspect of the proposed dismissal of the Derivative Claims and will be forever barred and foreclosed from objecting to the fairness, reasonableness or adequacy of the dismissal of the Derivative Claims or from otherwise being heard concerning the dismissal of the Derivative Claims in this or any other proceeding. Twin River Stockholders do not need to appear at the Dismissal Hearing or take any other action to indicate their approval of the proposed dismissal of the Derivative Claims.

CAN I SEE THE COURT FILE?

WHOM SHOULD I CONTACT IF I HAVE QUESTIONS?

This Notice contains only a summary of the terms of the proposed dismissal of the Derivative Claims. For more detailed information about the matters involved in the Delaware Action, you are referred to the papers on file in the Delaware Action, including the Settlement Agreement, which may be inspected during business hours at the Office of the Register in Chancery of the Chancery Court of Chancery, at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. Additionally, copies of the Settlement Agreement and any related orders entered by the Chancery Court will be posted on Twin River's
Data Site. If you have questions regarding the dismissal of the Derivative Claims, you may write or call the following representative for Plaintiffs' counsel: James Tecce, Quinn Emanuel Urquhart & Sullivan, LLP, 51 Madison Avenue, 22nd Floor, New York, New York 10010, (212) 849-7000.
If you are a stockholder of record who needs additional copies of this notice for distribution to beneficial holders of Twin River stock, please contact Kenneth Nachbar, Morris Nichols Arsht & Tunnell LLP, knachbar@mnat.com.

PLEASE DO NOT CALL OR WRITE THE CHANCERY COURT OR THE

OFFICE OF

THE REGISTER IN CHANCERY REGARDING THIS NOTICE.

Dated: ________ __, 2020

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

Exhibit C

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CHATHAM ASSET MANAGEMENT, )
LLC, CHATHAM FUND, LP, and	)
CHATHAM ASSET HIGH YIELD	)
MASTER FUND, LTD.,	)
individually and derivatively on behalf ) )
of TWIN RIVER WORLDWIDE	)
HOLDINGS, INC.,	)
	)
Plaintiff,	)
	)
v.	)
	)
GEORGE PAPANIER, JOHN E.	)
TAYLOR, JR., SOO KIM, STEPHEN	)
H. CAPP, CRAIG L. EATON, GLENN )	C.A. No. 2017-0088-AGB
CARLIN, PHIL JULIANO, and JAY	)

MINAS, )	)
	)
	)
Defendants,	)
	)
	)
and	)
	)
	)
TWIN RIVER WORLDWIDE	)
HOLDINGS, INC.,	)
	)
	)

Nominal Defendant. )

FINAL ORDER AND JUDGMENT

WHEREAS, a stockholder direct and derivative action is pending in this Court

entitled Chatham Asset Management LLC, et al. v. Papanier, et al., C.A. No. 2017-

0088-(AGB) (the "Delaware Action");

WHEREAS, Twin River Worldwide Holdings, Inc. ("Twin River"), George Papanier, John E. Taylor, Jr., Soo Kim, Stephen H. Capp, Craig L. Eaton, Glenn Carlin, Phil Juliano, and Jay Minas (collectively, the "Individual Defendants" and together with Twin River, the "Defendants"), Chatham Asset Management, LLC, Chatham Fund, LP, and Chatham Asset High Yield Master Fund, Ltd. (collectively, "Plaintiffs" and, together with all of the foregoing, the "Parties") have agreed to a settlement of the Delaware Action, subject to Court approval including (i) a settlement and dismissal with prejudice of all direct claims and (ii) a dismissal of all derivative claims with prejudice to the Plaintiffs and without prejudice as to the stockholders of Twin River other than the Plaintiffs, on the terms and conditions set forth in the Settlement Agreement and Mutual Release, dated April 20, 2020 (the "Settlement Agreement");

WHEREAS, Plaintiffs Chatham Fund, LP and Chatham Asset High Yield Master Fund, Ltd. hold common stock of Twin River. The investment advisor of these entities is Plaintiff Chatham Asset Management, LLC. The Individual Defendants are current or former directors and/or officers of Twin River;

WHEREAS, under the Settlement Agreement, the Parties have settled the Direct Claims asserted in the Delaware Action and have filed a stipulation with this Court on April __, 2020 and are seeking approval of the dismissal of the Derivative Claims asserted in the Delaware Action;

WHEREAS, all capitalized terms contained herein have the same meanings set forth in the Settlement Agreement (in addition to those capitalized terms defined herein);

WHEREAS, by Order dated ________ __, 2020 (the "Scheduling Order"),

this Court, among other things, (i) scheduled a hearing to consider approving the dismissal of the Derivative Claims with prejudice as to the Plaintiffs and without prejudice as to the Twin River Stockholders other than the Plaintiffs pursuant to the Settlement Agreement (the "Dismissal Hearing"); (ii) approved the form, contents and manner of notice to Twin River Stockholders of the pendency of the Delaware Action, the dismissal of the Derivative Claims, and of their right to object; and (iii) provided stockholders of Twin River with the opportunity to appear at the Dismissal Hearing and to be heard concerning the dismissal of the Derivative Claims;

WHEREAS, this Court conducted a hearing on _________ __, 2020 (the

"Dismissal Hearing") for the following purposes: (a) to determine whether Plaintiffs and their counsel have adequately represented the interests of Twin River and its stockholders; (b) to determine whether the proposed dismissal of the Derivative Claims on the terms and conditions provided for in the Settlement Agreement is fair, reasonable, and adequate to the Plaintiffs, Twin River and Twin River's stockholders, and should be approved by this Court; (c) to determine whether a Final Judgment and Order dismissing the Derivative Claims, substantially in the form attached as

Exhibit C to the Settlement Agreement, should be entered; (d) to hear and consider any objections to the dismissal of the Derivative Claims; and (e) to consider any other matters properly brought before this Court in connection with the dismissal of the Derivative Claims; and

WHEREAS, it appearing that due notice of the Dismissal Hearing has been given in accordance with the Scheduling Order; this Court having heard and considered evidence in support of the proposed dismissal of the Derivative Claims, the attorneys for the respective Parties having been heard, an opportunity to be heard having been given to all other persons requesting to be heard in accordance with the Scheduling Order, this Court having determined that Notice to Twin River Stockholders was adequate and sufficient and the entire matter of the proposed dismissal of the Derivative Claims having been heard and considered by this Court;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED, this _______ day of __________, 2020, as follows:

Definitions: This Final Order and Judgment incorporates by reference the definitions in the Settlement Agreement, and all initial capitalized terms used herein have the same definitions and/or meanings as set forth in the Settlement Agreement.
Jurisdiction: This Court has jurisdiction over the subject matter of the Delaware Action, including all matters necessary to effectuate the dismissal of the

Derivative Claims, and over all parties to the Delaware Action, including Plaintiffs, Twin River Stockholders, Twin River, and the Individual Defendants.

Incorporation of Settlement Documents: This Judgment incorporates and makes a part hereof: (a) the Settlement Agreement filed with this Court on April__, 2020 and (b) the Notice, which was filed with this Court on April__, 2020.
Delaware Action Properly Maintained; Adequacy of Plaintiffs and

Plaintiffs' Counsel: Based on the record in the Delaware Action, each of the provisions of Court of Chancery Rule 23.1 has been satisfied and the Delaware Action has been properly maintained according to Court of Chancery Rule 23.1. Plaintiffs and Plaintiffs' counsel have adequately represented the interests of Twin River and its stockholders both in terms of litigating the Delaware Action and for purposes of entering into and implementing the dismissal of the Derivative Claims.

5. Notice: This Court finds that mailing of the Notice and publication of the Notice on the data site of Twin River: (a) were implemented in accordance with the Scheduling Order; (b) constituted notice that was reasonably calculated, under the circumstances, to apprise Twin River Stockholders of: (i) the pendency of the Delaware Action, (ii) the effect of the proposed dismissal of the Derivative Claims;
their right to object to the dismissal of the Derivative Claims, and (iv) their right to appear at the Dismissal Hearing; (c) constituted due, adequate, and sufficient

notice to all persons and entities entitled to receive notice of the proposed dismissal of the Derivative Claims; and (d) satisfied the requirements of Court of Chancery Rule 23.1, the United States Constitution (including the Due Process Clause), and all other applicable law and rules.

Final Approval and Dismissal of Claims: Pursuant to, and in accordance with, Court of Chancery Rule 23.1, this Court hereby fully and finally approves the dismissal of the Derivative Claims set forth in the Settlement Agreement in all respects (including, without limitation, the dismissal of the Derivative Claims asserted against Twin River and the Individual Defendants in the Delaware Action with prejudice as to each of the Plaintiffs and without prejudice as to all Twin River Stockholders other than Plaintiffs). This Court finds that the dismissal of the Derivative Claims is fair, reasonable, and adequate as to each of the Parties and that the dismissal of the Derivative Claims is warranted in the circumstances presented. The Parties are directed to implement, perform, and consummate the dismissal of the Derivative Claims in accordance with the terms and provisions contained in the Settlement Agreement.
As to Plaintiffs, the Delaware Action and all of the Derivative claims asserted against Twin River and the Individual Defendants by Plaintiffs are hereby dismissed with prejudice. As to all stockholders of Twin River other than Plaintiffs, the Derivative Claims are hereby dismissed without prejudice, all pursuant to the

terms of the Settlement Agreement. The Parties are to bear their own costs, except as otherwise provided in the Settlement Agreement.

Binding Effect: The terms of the Settlement Agreement and of this Judgment will be forever binding on the Parties and the stockholders of Twin River, as well as their respective successors and assigns.
Releases: The releases set forth in paragraph 3 of the Settlement Agreement, together with the definitions contained in paragraph 1 of the Settlement Agreement relating thereto, are expressly incorporated herein in all respects.
1. Without further action by anyone, and subject to Paragraph 10 below, upon entry of this Final Order and Judgment, Plaintiffs, on behalf of themselves and their respective legal representatives, heirs, successors in interest and assigns, in their capacities as such, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, shall be deemed to have, and shall have, fully, finally and forever settled, released, discharged, extinguished and dismissed with prejudice the Released Derivative Claims, and shall forever be barred and enjoined from initiating, instigating, commencing, maintaining, or prosecuting any and all Released Derivative Claims against any of Twin River or its affiliates, agents, insurers, employees, directors, officers (including the Individual Defendants), counsel, and other representatives.

Without further action by anyone, and subject to Paragraph 10 below, upon entry of this Final Order and Judgment, other than as to Plaintiffs the Released Derivative Claims shall be dismissed without prejudice.
Without further action by anyone, and subject to Paragraph 10 below, upon entry of this Final Order and Judgment, Plaintiffs will expressly waive, relinquish, and release any and all provisions, rights, and benefits conferred by or under California Civil Code § 1542 or any law or principle of common law of the United States or any state or territory of the United States which is similar, comparable, or equivalent to California Civil Code § 1542,

which provides:

The Parties acknowledge that they may discover facts in addition to or

different from those now known or believed to be true with respect to the

Released Derivative Claims, but that it is the intention of the Parties to

completely, fully, finally, and forever extinguish any and all Released

Derivative Claims and any and all claims relating the Released Derivative

Claims known or unknown, suspected, or unsuspected, which now exist,

heretofore existed, or may hereafter exist, and without regard to the

subsequent discovery of additional or different facts. The Parties shall be deemed to have acknowledged that this waiver and the inclusion of "Unknown Claims" in the definition of "Released Derivative Claims" was separately bargained for and was a material element of this Agreement and was relied upon by each and all of the Parties agreeing to the dismissal of the Derivative Claims.

Notwithstanding Paragraphs 9(a) - (e) above, nothing in this Judgment will bar any action by any of the Parties to enforce or effectuate the terms of the Settlement Agreement or this Judgment.
No Admissions: Neither this Judgment, the Settlement Agreement, nor any act or omission in connection therewith is intended or will be deemed to be a presumption, concession, or admission by: (i) Twin River or any of the Individual Defendants as to the validity of any claims, defenses, other issues raised, or which might be or have been raised, in the Delaware Action or in any other litigation, or to be evidence of or constitute an admission of wrongdoing or liability by any of them, and each of them expressly denies such wrongdoing or liability, or (ii) Plaintiffs as to the infirmity of any claim or the validity of any defense. The existence of this Judgment, the Settlement Agreement, its contents, or any negotiations, statements, or proceedings in connection therewith, may not be offered or admitted in evidence or referred to, interpreted, construed, invoked, or otherwise used by any Person for

any purpose in the Delaware Action, except as may be necessary to effectuate the dismissal of the Derivative Claims. This provision will remain in force in the event that the dismissal of the Derivative Claims is not consummated for any reason whatsoever. Notwithstanding the foregoing, any of the Parties may file the Settlement Agreement or this Final Order and Judgment in any other action that may be bought against them, in order to support any and all defenses or counterclaims based on res judicata, collateral estoppel, good-faith settlement, judgment bar, or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

Retention of Jurisdiction: Without affecting the finality of this Final Order and Judgment in any way, this Court hereby retains jurisdiction with respect to implementation and enforcement of the terms of the Settlement Agreement, and the Parties submit to the jurisdiction of this Court for purposes of implementing and enforcing the dismissal of the Derivative Claims or the other provisions embodied in the Settlement Agreement.
Modification of the Settlement Agreement: Without further approval from this Court, the Parties are hereby authorized to agree to and adopt such amendments or modifications of the Settlement Agreement or any exhibits attached thereto to effectuate the dismissal of the Derivative Claims or other provisions of the Settlement Agreement that: (a) are not materially inconsistent with this Judgment

and (b) do not materially limit the rights of the Parties or Twin River Stockholders in connection with the Settlement Agreement. Without further order of this Court, the Parties may agree to reasonable extensions of time to carry out any provisions of the Settlement Agreement.

14. Entry of Final Judgment: There is no just reason to delay the entry of this Final Order and Judgment as a final judgment in the Delaware Action. Accordingly, the Register in Chancery is expressly directed to immediately enter this final judgment in the Delaware Action.

IT IS SO ORDERED

Andre G. Bouchard

Chancellor, Chancery Court of Chancery

Date:

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Twin River Worldwide Holdings Inc. published this content on 14 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2020 00:59:01 UTC

Market Closed - Nyse Other stock markets 01:30:02 17/05/2024 am IST			5-day change	1st Jan Change
13.01 ^USD	-0.08%		+1.17%	-6.67%

01/05	Earnings Flash (BALY) BALLY'S CORPORATION Posts Q1 Revenue $618.5M, vs. Street Est of $627.3M	MT
01/05	Transcript : Bally's Corporation, Q1 2024 Earnings Call, May 01, 2024

Earnings Flash (BALY) BALLY'S CORPORATION Posts Q1 Revenue $618.5M, vs. Street Est of $627.3M	02/05	MT
Transcript : Bally's Corporation, Q1 2024 Earnings Call, May 01, 2024	02/05
Bally's Corporation Reaffirms Earnings Guidance for the Year 2024	02/05	CI
Bally's Corporation Reports Earnings Results for the First Quarter Ended March 31, 2024	02/05	CI
Truist Raises Price Target on Bally's to $16 From $14, Keeps Buy Rating	23/04	MT
Trinity Health Files a Notice of Exempt Solicitation to Bally?s Corporation	15/04	CI
Sector Update: Consumer Stocks Mixed Pre-Bell Monday	15/04	MT
Sector Update: Consumer	15/04	MT
Bally's Files Prospectus for Secondary Offering of 7.9 Million Shares	15/04	MT
Trinity Health Submits a Shareholder Proposal to Bally's Corporation	06/04	CI
K&F Growth Capital Issues Letter to the Board of Directors of Bally?s Corporation	02/04	CI
Bally's Establishes Special Committee to Evaluate Standard General Buyout Proposal	12/03	MT
Sector Update: Consumer Stocks Mixed in Late Afternoon Trading	12/03	MT
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Sector Update: Consumer	11/03	MT
Top Stories at Midday: Bally's Gets Takeover Proposal; Eli Lilly's Eczema Study Results; Reddit's Expected IPO Price Range; FDA Backs Mesoblast Heart Therapy's Approval Pathway	11/03	MT
Bally's Shareholder Standard General Delivers Takeover Bid	11/03	MT
Bally's Receives Acquisition Offer From Standard General at $15 Per Share	11/03	MT
Earnings Flash (BALY) BALLY'S CORPORATION Reports Q4 Revenue $611.7M, vs. Street Est of $623.1M	22/02	MT
Transcript : Bally's Corporation, Q4 2023 Earnings Call, Feb 21, 2024	22/02
Bally's Corporation Reports Impairment for the Fourth Quarter of 2023	22/02	CI
Bally's Corporation Provides Earnings Guidance for Full Year 2024	22/02	CI
Bally's Corporation Reports Earnings Results for the Fourth Quarter and Full Year Ended December 31, 2023	22/02	CI
Wells Fargo Downgrades Bally's to Underweight From Equalweight, Sets Price Target at $10	05/01	MT
Bally's Insider Bought Shares Worth $100,170, According to a Recent SEC Filing	08/11	MT

	1st Jan change	Capi.
BALLY'S CORPORATION	-6.67%	53Cr
FLUTTER ENTERTAINMENT PLC	+19.05%	3.73TCr
EVOLUTION AB	-1.22%	2.37TCr
DRAFTKINGS INC.	+27.55%	2.2TCr
SANDS CHINA LTD	-8.75%	2.12TCr
GALAXY ENTERTAINMENT GROUP LIMITED	-10.51%	2.06TCr
ARISTOCRAT LEISURE LIMITED	+12.08%	1.73TCr
CHURCHILL DOWNS INCORPORATED	-0.02%	983.94Cr
CAESARS ENTERTAINMENT, INC.	-24.68%	784.94Cr
THE LOTTERY CORPORATION LIMITED	+7.64%	763.1Cr

Bally's Corporation

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