MultiPlan Corp

We are a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters which have arisen in the ordinary course of business as well as regulatory investigations, all which have arisen in the ordinary course of business. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, we believe they will not have a material adverse effect on our financial condition or results of operations.

On March 25, 2021 and April 9, 2021, we were named as a defendant in two putative class action lawsuits relating to the Transactions that have since been consolidated under the caption In Re MultiPlan Corp. Stockholders Litigation, Consolidated C.A. No. 2021-0300-LWW (Del.Ch) ("Delaware Stockholder Litigation"). The Delaware Stockholder Litigation asserts breach of fiduciary duty claims and aiding and abetting breach of fiduciary duty claims against the former directors of the Churchill board, the Sponsor, KG and M. Klein (collectively, the "Churchill Defendants") and the Company. The Delaware Stockholder

Litigation complaint alleges that the Transactions were a product of an unfair process by Churchill, which was allegedly impacted by conflicts of interest, resulting in mispricing of the Transactions. The complaint seeks, among other things, damages, certain equitable relief including the reopening of redemptions, and attorneys’ fees and costs. The Company and the Churchill Defendants filed motions to dismiss the complaint. On January 3, 2022, the Chancery Court issued a ruling granting in part the Company’s motion to dismiss and denying the motion to dismiss filed by the Churchill Defendants.

While the Company was dismissed from the Delaware Stockholder Litigation, the consolidated lawsuit proceeded against the Churchill Defendants. We had previously agreed to indemnify certain of the Churchill Defendants with respect to the Delaware Stockholder Litigation.

On November 17, 2022, the Company and the parties to the Delaware Stockholder Litigation entered into a settlement agreement to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, the Company and its insurers paid $33.75 million in exchange for a broad release of all claims related to the business combination and ownership of Churchill stock and warrants from February 19, 2020 through October 8, 2020. The settlement was paid pursuant to the Company’s indemnification obligations and from available director and officer insurance policies.

On February 28, 2023, the Delaware Court of Chancery held a settlement hearing relating to the Delaware Action and approved the settlement, with the court ruling becoming final 30 days thereafter. As a result, the Delaware Stockholder Litigation has been resolved.

During the year ended December 31, 2023, the Company paid the settlement of the Delaware Stockholder Litigation. The Company has also incurred legal expenses in connection with the Delaware Stockholder Litigation, which have been expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of (loss) income and comprehensive (loss) income.

On May 31, 2023, a putative class action complaint captioned Sarkar v. White, C.A. No. 2023-0576-NAC (Del. Ch.) was filed against our Board in the Court of Chancery of the State of Delaware. The complaint alleges violations of 8 Del. C. §213(a) in fixing record dates more than 60 days before the Company’s annual meetings on April 26, 2022 (“2022 Annual Meeting”) and April 26, 2023 (“2023 Annual Meeting”). The complaint alleged that, because these record dates violated 8 Del. C. §213(a), the actions taken at the 2022 and 2023 Annual Meetings were invalid. The complaint also asserted claims for breach of fiduciary duty.

On August 4, 2023, the Company held a meeting at which stockholders voted to ratify the election of the four Class II and the four Class III directors, as well as ratify the 2023 Employee Stock Purchase Plan. These actions mooted Plaintiff’s claims.

On August 14, 2023, the Court granted the plaintiff’s request to voluntarily dismiss this action without prejudice as to the named plaintiff only, and retained jurisdiction solely for the purpose of adjudicating an anticipated application for attorney’s fees and expenses incurred by plaintiff’s counsel. Without admitting any fault or wrongdoing, the Company agreed to pay $300,000 in attorneys’ fees and expenses to plaintiff’s counsel in connection with the mooted claims. On December 26, 2023, the Court entered an order closing the case, subject to the Company filing an affidavit with the Court confirming compliance with the Court’s order. In entering the order, the Court did not review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.