                                COURT OF CHANCERY
                                      OF THE
    SAM GLASSCOCK III           STATE OF DELAWARE                     COURT OF CHANCERY COURTHOUSE
     VICE CHANCELLOR                                                           34 THE CIRCLE
                                                                        GEORGETOWN, DELAWARE 19947


                             Date Submitted: February 9, 2015
                             Date Decided: February 19, 2015

Gregory V. Varallo, Esquire                        John L. Reed, Esquire
Rudolf Koch, Esquire                               Scott B. Czerwonka, Esquire
Kevin M. Gallagher, Esquire                        DLA Piper LLP
Richards, Layton & Finger, P.A.                    1201 N. Market Street, Suite 2100
One Rodney Square                                  Wilmington, Delaware 19801
920 North King Street
Wilmington, Delaware 19801

                 Re:    Gore v. Al Jazeera America Holdings I, Inc.,
                        Civil Action No. 10040-VCG

Dear Counsel:

         I have received the Plaintiffs’ Motion for Clarification Pursuant to Court of

Chancery Rule 59(f), requesting clarification of the “alternative ruling” in my

bench ruling of February 3, 2015, together with the Defendant’s response.

Because I believe that additional guidance is warranted, I will clarify that portion

of the ruling.1 My statements regarding how the Merger Agreement appears to

allocate the burden of proof for indemnification claims were limited to resolution

of the Plaintiff’s Motion for Judgment on the Pleadings under Court of Chancery

Rule 12(c); these statements are not a holding on the meaning of any portion of the
1
 A motion for clarification may be granted where the Court’s ruling is unclear, and such a
motion is treated, procedurally as a motion for reargument under Court of Chancery Rule 59(f).
E.g., Naughty Monkey LLC v. MarineMax Northeast LLC, 2011 WL 684626, at *1 (Del. Ch.
Feb. 17, 2011).
Merger Agreement and do not preclude any party from arguing issues of contract

interpretation, including the evidentiary burden that will apply at trial, in the future.

To the extent the foregoing requires an Order to take effect, IT IS SO ORDERED.



                                               Sincerely,

                                               /s/ Sam Glasscock III

                                               Sam Glasscock III




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